Oracle 10-Q 2022-08-31

Filed 2022-09-13. 7 sections, 171K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2022

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-35992

Oracle Corporation

(Exact name of registrant as specified in its charter)

Delaware		54-2185193
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2300 Oracle Way Austin, Texas		78741
(Address of principal executive offices)		(Zip Code)

(737) 867-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share 3.125% senior notes due July 2025	ORCL —	New York Stock Exchange New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of registrant’s common stock outstanding as of September 8, 2022 was: 2,695,653,000.

ORACLE CORPORATION

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS

		Page

PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets as of August 31, 2022 and May 31, 2022	3

	Condensed Consolidated Statements of Operations for the Three Months Ended August 31, 2022 and 2021	4

	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended August 31, 2022 and 2021	5

	Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended August 31, 2022 and 2021	6

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended August 31, 2022 and 2021	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43

Item 4.	Controls and Procedures	44

PART II.	OTHER INFORMATION	45

Item 1.	Legal Proceedings	45

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 6.	Exhibits	46

	Signatures	47

Cautionary Note on Forward-Looking Statements

For purposes of this Quarterly Report, the terms “Oracle,” “we,” “us” and “our” refer to Oracle Corporation and its consolidated subsidiaries. This Quarterly Report on Form 10-Q contains statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or otherwise contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), and Section 27A of the Securities Act of 1933, as amended (Securities Act). These include, among other things, statements regarding:

	•	our expectations regarding the impacts on our business as a result of the global COVID-19 pandemic;

	•	our expectation that we may acquire, and realize the anticipated benefits of acquiring, companies, products, services and technologies to further our corporate strategy as compelling opportunities become available;

	•	our expectation that, on a constant currency basis, our total cloud and license revenues generally will continue to increase due to expected growth in our cloud services and license support offerings, and continued demand for our cloud license and on-premise license offerings;

	•	our expectation that substantially all of our customers will renew their license support contracts annually;

	•	our expectation that our hardware business will have lower operating margins as a percentage of revenues than our cloud and license business;

	•	our expectation that we will continue to make significant investments in research and development, and our belief that research and development efforts are essential to maintaining our competitive position;

	•	our expectation that our international operations will continue to provide a significant portion of our total revenues and expenses;

	•	our expectation that variable expenditures that were curtailed primarily in response to COVID-19 may normalize in future periods provided global economic and health conditions improve;

	•	our expectation that the proportion of our cloud services revenues relative to our total revenues will continue to increase;

	•	the sufficiency of our sources of funding for working capital, capital expenditures, contractual obligations, acquisitions, dividends, stock repurchases, debt repayments and other matters;

	•	our belief that we have adequately provided under U.S. generally accepted accounting principles for outcomes related to our tax audits and that the final outcome of our tax-related examinations, agreements or judicial proceedings will not have a material effect on our results of operations, and our belief that our net deferred tax assets will likely be realized in the foreseeable future;

	•	our belief that the outcome of certain legal proceedings and claims to which we are a party will not, individually or in the aggregate, result in losses that are materially in excess of amounts already recognized, if any;

	•	the possibility that certain legal proceedings to which we are a party could have a material impact on our financial position or results of operations;

	•	the timing and amount of expenses we expect to incur;

	•	the cost savings we expect to realize pursuant to our Fiscal 2022 Oracle Restructuring Plan;

	•	declarations of future cash dividend payments and the timing and amount of future stock repurchases, including our expectation that the levels of our future stock repurchase activity may be modified in comparison to past periods in order to use available cash for other purposes;

	•	our expectations regarding the impact of recent accounting pronouncements on our consolidated financial statements;

	•	our ability to predict revenues, particularly certain cloud license and on-premise license revenues and hardware revenues;

	•	the percentages of remaining performance obligations that we expect to recognize as revenues over respective future periods;

as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements may be preceded by, followed by or include the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “strives,” “endeavors,” “estimates,” “will,” “should,” “is designed to” and similar expressions. We claim the protection of the safe harbor for forward-looking statements contained in the Exchange Act and the Securities Act for all forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about our business that could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” included in documents we file from time to time with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for our fiscal year ended May 31, 2022 and our other Quarterly Reports on Form 10-Q to be filed by us in our fiscal 2023, which runs from June 1, 2022 to May 31, 2023.

We have no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or risks, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. New information, future events or risks could cause the forward-looking events we discuss in this Quarterly Report not to occur. You should not place undue reliance on these forward-looking statements, which reflect our expectations only as of the date of this Quarterly Report.

PART I. FINANCI****AL INFORMATION

Item 1. Financial Statements (Unaudited)

| --- | --- |

ORACLE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

As of August 31, 2022 and May 31, 2022

(Unaudited)

(in millions, except per share data)	August 31, 2022			May 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	10,448		$	21,383
Marketable securities		772			519
Trade receivables, net of allowances for credit losses of $385 and $362 as of August 31, 2022 and May 31, 2022, respectively		5,937			5,953
Prepaid expenses and other current assets		3,847			3,778
Total current assets		21,004			31,633
Non-current assets:
Property, plant and equipment, net		12,280			9,716
Intangible assets, net		12,499			1,440
Goodwill, net		61,629			43,811
Deferred tax assets		12,065			12,782
Other non-current assets		10,832			9,915
Total non-current assets		109,305			77,664
Total assets	$	130,309		$	109,297
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Notes payable and other borrowings, current	$	16,097		$	3,749
Accounts payable		1,461			1,317
Accrued compensation and related benefits		1,958			1,944
Deferred revenues		10,473			8,357
Other current liabilities		4,830			4,144
Total current liabilities		34,819			19,511
Non-current liabilities:
Notes payable and other borrowings, non-current		75,480			72,110
Income taxes payable		12,128			12,210
Deferred tax liabilities		7,693			6,031
Other non-current liabilities		5,638			5,203
Total non-current liabilities		100,939			95,554
Commitments and contingencies
Oracle Corporation stockholders’ deficit:
Preferred stock, $0.01 par value—authorized: 1.0 shares; outstanding: none		—			—
Common stock, $0.01 par value and additional paid in capital—authorized: 11,000 shares; outstanding: 2,696 shares and 2,665 shares as of August 31, 2022 and May 31, 2022, respectively		27,224			26,808
Accumulated deficit		(31,134	)		(31,336	)
Accumulated other comprehensive loss		(1,965	)		(1,692	)
Total Oracle Corporation stockholders’ deficit		(5,875	)		(6,220	)
Noncontrolling interests		426			452
Total stockholders’ deficit		(5,449	)		(5,768	)
Total liabilities and stockholders’ deficit	$	130,309		$	109,297

See notes to condensed consolidated financial statements.

ORACLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended August 31, 2022 and 2021

(Unaudited)

	Three Months Ended August 31,
(in millions, except per share data)	2022			2021
Revenues:
Cloud services and license support	$	8,417		$	7,371
Cloud license and on-premise license		904			813
Hardware		763			763
Services		1,361			781
Total revenues		11,445			9,728
Operating expenses:
Cloud services and license support(1)		1,735			1,214
Hardware(1)		249			245
Services(1)		1,053			644
Sales and marketing(1)		2,177			1,854
Research and development		2,093			1,684
General and administrative		411			298
Amortization of intangible assets		919			303
Acquisition related and other		41			21
Restructuring		144			38
Total operating expenses		8,822			6,301
Operating income		2,623			3,427
Interest expense		(787	)		(705	)
Non-operating expenses, net		(180	)		(41	)
Income before income taxes		1,656			2,681
Provision for income taxes		108			224
Net income	$	1,548		$	2,457
Earnings per share:
Basic	$	0.58		$	0.89
Diluted	$	0.56		$	0.86
Weighted average common shares outstanding:
Basic		2,685			2,769
Diluted		2,747			2,861

(1)	Exclusive of amortization of intangible assets, which is shown separately.

See notes to condensed consolidated financial statements.

ORACLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended August 31, 2022 and 2021

(Unaudited)

	Three Months Ended August 31,
(in millions)	2022			2021
Net income	$	1,548		$	2,457
Other comprehensive loss, net of tax:
Net foreign currency translation losses		(288	)		(223	)
Net unrealized (losses) gains on defined benefit plans		(1	)		2
Net unrealized gains on cash flow hedges		17			—
Total other comprehensive loss, net		(272	)		(221	)
Comprehensive income	$	1,276		$	2,236

See notes to condensed consolidated financial statements.

ORACLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Three Months Ended August 31, 2022 and 2021

(Unaudited)

	Three Months Ended August 31,
(in millions, except per share data)	2022			2021
Common stock and additional paid in capital
Balance, beginning of period	$	26,808		$	26,533
Common stock issued		515			148
Stock-based compensation		750			545
Repurchases of common stock		(73	)		(872	)
Other, net		(776	)		(820	)
Balance, end of period	$	27,224		$	25,534
Accumulated deficit
Balance, beginning of period	$	(31,336	)	$	(20,120	)
Repurchases of common stock		(486	)		(7,128	)
Cash dividends declared		(860	)		(887	)
Net income		1,548			2,457
Other, net		—			(1	)
Balance, end of period	$	(31,134	)	$	(25,679	)
Other stockholders' deficit, net
Balance, beginning of period	$	(1,240	)	$	(461	)
Other comprehensive loss, net		(272	)		(221	)
Other, net		(27	)		(303	)
Balance, end of period	$	(1,539	)	$	(985	)
Total stockholders’ deficit	$	(5,449	)	$	(1,130	)
Cash dividends declared per common share	$	0.32		$	0.32

See notes to condensed consolidated financial statements.

ORACLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended August 31, 2022 and 2021

(Unaudited)

| | | Three Months Ended Augu

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

| --- | --- |

We begin Management’s Discussion and Analysis of Financial Condition and Results of Operations with an overview of our businesses and significant trends. This overview is followed by a summary of our critical accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. We then provide a more detailed analysis of our results of operations and financial condition.

Business Overview

Oracle provides products and services that address enterprise information technology (IT) environments. Our products and services include enterprise applications and infrastructure offerings that are delivered worldwide through a variety of flexible and interoperable IT deployment models. These models include on-premise deployments, cloud-based deployments, and hybrid deployments (an approach that combines both on-premise and cloud-based deployments). Accordingly, we offer choice and flexibility to our customers and facilitate the product, service and deployment combinations that best suit our customers’ needs. Through our worldwide sales force and Oracle Partner Network, we sell to customers all over the world including businesses of many sizes, government agencies, educational institutions and resellers.

We have three businesses: cloud and license; hardware; and services; each of which comprises a single operating segment. The descriptions set forth below as a part of this Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations and the information contained within Note 10 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report provide additional information related to our businesses and operating segments and align to how our chief operating decision makers (CODMs), which include our Chief Executive Officer and Chief Technology Officer, view our operating results and allocate resources.

Cloud and License Business

Our cloud and license business, which represented 84% of our total revenues on a trailing 4-quarter basis, markets, sells and delivers a broad spectrum of enterprise applications and infrastructure technologies through our cloud and license offerings. Revenue streams included in our cloud and license business are:

	•	Cloud services and license support revenues, which include:

	o	license support revenues, which are earned by providing Oracle license support services to customers that have elected to purchase support services in connection with the purchase of Oracle applications and infrastructure software licenses for use in cloud, on-premise and other IT environments. Substantially all license support customers renew their support contracts with us upon expiration in order to continue to benefit from technical support services and the periodic issuance of unspecified updates and enhancements, which current license support customers are entitled to receive. License support contracts are generally priced as a percentage of the net fees paid by the customer to purchase a cloud license and/or on-premise license; are generally billed in advance of the support services being performed; are generally renewed at the customer’s option; and are generally recognized as revenues ratably over the contractual period that the support services are provided, which is generally one year; and

	o	cloud services revenues, which provide customers access to Oracle Cloud applications and infrastructure technologies via cloud-based deployment models that Oracle develops, provides unspecified updates and enhancements for, deploys, hosts, manages and supports and that customers access by entering into a subscription agreement with us for a stated period. Oracle Cloud Services arrangements are generally billed in advance of the cloud services being performed; generally have durations of one to three years; are generally renewed at the customer’s option; and are generally recognized as revenues ratably over the contractual period of the cloud contract or, in the case of usage model contracts, as the cloud services are consumed over time.

	•	Cloud license and on-premise license revenues, which include revenues from the licensing of our software products including Oracle Applications, Oracle Database, Oracle Middleware and Java, among others,

		which our customers deploy within cloud-based, on-premise and other IT environments. Our cloud license and on-premise license transactions are generally perpetual in nature and are generally recognized as revenues up front at the point in time when the software is made available to the customer to download and use. Revenues from usage-based royalty arrangements for distinct cloud licenses and on-premise licenses are recognized at the point in time when the software end user usage occurs. The timing of a few large license transactions can substantially affect our quarterly license revenues due to the point-in-time nature of revenue recognition for license transactions, which is different than the typical revenue recognition pattern for our cloud services and license support revenues in which revenues are generally recognized ratably over the contractual terms. Cloud license and on-premise license customers have the option to purchase and renew license support contracts, as further described above.

Providing choice and flexibility to our customers as to when and how they deploy Oracle applications and infrastructure technologies are important elements of our corporate strategy. In recent periods, customer demand for our applications and infrastructure technologies delivered through our Oracle Cloud Services has increased. To address customer demand and enable customer choice, we have introduced certain programs for customers to pivot their applications and infrastructure licenses and the related license support to the Oracle Cloud for new deployments and to migrate to and expand with the Oracle Cloud for their existing workloads. The proportion of our cloud services revenues relative to our total revenues has increased and we expect this trend to continue. Cloud services revenues represented 31% and 25% of our total revenues in the first three months of fiscal 2023 and 2022, respectively.

Our cloud and license business’ revenue growth is affected by many factors, including the strength of general economic and business conditions; governmental budgetary constraints; the strategy for and competitive position of our offerings; customer satisfaction with our offerings; the continued renewal of our cloud services and license support customer contracts by the customer contract base; substantially all customers continuing to purchase license support contracts in connection with their license purchases; the pricing of license support contracts sold in connection with the sales of licenses; the pricing, amounts and volumes of licenses and cloud services sold; our ability to manage Oracle Cloud capacity requirements to meet existing and prospective customer demand; and foreign currency rate fluctuations.

On a constant currency basis, we expect that our total cloud and license revenues generally will continue to increase due to:

	•	expected growth in our cloud services and license support offerings; and

	•	continued demand for our cloud license and on-premise license offerings.

We believe these factors should contribute to future growth in our cloud and license business’ total revenues, which should enable us to continue to make investments in research and development and our cloud operations to develop, improve, increase the capacity of and expand the geographic footprint of our cloud and license products and services.

Our cloud and license business’ margin has hi

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

| --- | --- |

There were no significant changes to our quantitative and qualitative disclosures about market risk during the first quarter of fiscal 2023. Please refer to Part II, Item 7A Quantitative and Qualitative Disclosures about Market Risk included in our Annual Report on Form 10-K for our fiscal year ended May 31, 2022 for a more complete discussion of the market risks we encounter.

Item 4. Controls and Procedures

| --- | --- |

Evaluation of Disclosure Controls and Procedures: Based on our management’s evaluation (with the participation of our Principal Executive and Financial Officer), as of the end of the period covered by this Quarterly Report, our Principal Executive and Financial Officer has concluded that our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to provide reasonable assurance that the information required to be disclosed by us in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management (including our Principal Executive and Financial Officer) as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting: As a result of our acquisition of Cerner on June 8, 2022, our internal control over financial reporting, subsequent to the date of acquisition, includes certain additional internal controls relating to Cerner. Except as described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of the Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls: Our management, including our Principal Executive and Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings | --- | --- |

The material set forth in Note 9 (pertaining to information regarding contingencies related to our income taxes) and Note 12 (pertaining to information regarding legal contingencies) of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

Item 1A. Risk Factors

| --- | --- |

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A Risk Factors in our Annual Report on Form 10-K for our fiscal year ended May 31, 2022. The risks discussed in our Annual Report on Form 10-K could materially affect our business, financial condition and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be insignificant also may materially and adversely affect our business, financial condition or operating results in the future.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | --- | --- |

Our Board of Directors has approved a program for us to repurchase shares of our common stock. As of August 31, 2022, approximately $8.9 billion remained available for stock repurchases pursuant to our stock repurchase program.

Our stock repurchase authorization does not have an expiration date and the pace of our repurchase activity will depend on factors such as our working capital needs, our cash requirements for acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price, and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases or pursuant to a Rule 10b5-1 plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.

The following table summarizes the stock repurchase activity for the three months ended August 31, 2022 and the approximate dollar value of shares that may yet be purchased pursuant to our stock repurchase program:

(in millions, except per share amounts)		Average Price Paid per Share			Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
June 1, 2022—June 30, 2022	1.5	$	69.62	1.5	$	9,346.9
July 1, 2022—July 31, 2022	2.2	$	73.40	2.2	$	9,183.4
August 1, 2022—August 31, 2022	3.8	$	77.07	3.8	$	8,889.2
Total	7.5	$	74.53	7.5

Item 6. Exhibits

| --- | --- |

Exhibit No.				Incorporated by Reference
	Exhibit Description		Form		File No.		Exhibit		Filing Date		Filed By

2.01§		Agreement and Plan of Merger, dated December 20, 2021, among Oracle Corporation, Cerner Corporation, OC Acquisition LLC and Cedar Acquisition Corporation		8-K		001-35992		2.1		12/21/21		Oracle Corporation

31.01‡		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Financial Officer

32.01†		Section 1350 Certification of Principal Executive and Financial Officer

99.1‡		$4,360,000,000 5-Year Term Loan Credit Agreement dated as of August 16, 2022 among Oracle Corporation and the lenders and agents named therein

101‡		Interactive Data Files Pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of August 31, 2022 and May 31, 2022, (ii) Condensed Consolidated Statements of Operations for the three months ended August 31, 2022 and 2021, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended August 31, 2022 and 2021, (iv) Condensed Consolidated Statements of Stockholders’ Deficit for the three months ended August 31, 2022 and 2021, (v) Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2022 and 2021 and (vi) Notes to Condensed Consolidated Financial Statements

104‡		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2022, formatted in Inline XBRL

‡	Filed herewith.

†	Furnished herewith.

§	Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the SEC or its staff upon its request.

SIGNAT****URES

Pursuant to the requirements of the Securities Exchange Act of 1934, Oracle Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ORACLE CORPORATION

Date: September 13, 2022	By:	/s/ Safra A. Catz
		Safra A. Catz Chief Executive Officer and Director (Principal Executive and Financial Officer)

Date: September 13, 2022	By:	/s/ William Corey West
		William Corey West
		Executive Vice President, Chief Accounting Officer (Principal Accounting Officer)