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

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

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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 83% 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:
olicense 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
ocloud 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% of our total revenues for each of the three and six months ended November 30, 2022, respectively, and 26% of our total revenues for each of the three and six months ended November 30, 2021, 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 historically trended upward over the course of the four quarters within a particular fiscal year due to the historical upward trend of our cloud and license business’ revenues over those quarterly periods and because the majority of our costs for this business are generally fixed in the short term. The historical upward trend of our cloud and license business’ revenues over the course of the four quarters within a particular fiscal year is primarily due to the addition of new cloud services and license support contracts to the customer contract base that we generally recognize as revenues ratably or based upon customer usage over the respective contractual terms and the renewal of existing customers’ cloud services and license support contracts over the course of each fiscal year that we generally recognize as revenues in a similar manner; and the historical upward trend of our cloud license and on-premise license revenues, which we generally recognize at a point in time upon delivery; in each case over those four fiscal quarterly periods.

Hardware Business

Our hardware business, which represented 7% of our total revenues on a trailing 4-quarter basis, provides a broad selection of enterprise hardware products and hardware-related software products including Oracle Engineered

Systems, servers, storage, industry-specific hardware offerings, operating systems, virtualization, management and other hardware-related software, and related hardware support. Each hardware product and its related software, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a combined performance obligation. The revenues for this combined performance obligation are generally recognized at the point in time that the hardware product and its related software are delivered to the customer and ownership is transferred to the customer. We expect to make investments in research and development to improve existing hardware products and services and to develop new hardware products and services. The majority of our hardware products are sold through indirect channels, including independent distributors and value-added resellers. Our hardware support offerings provide customers with unspecified software updates for software components that are essential to the functionality of our hardware products and associated software products. Our hardware support offerings can also include product repairs, maintenance services and technical support services. Hardware support contracts are entered into and renewed at the option of the customer, are generally priced as a percentage of the net hardware products fees and are generally recognized as revenues ratably as the hardware support services are delivered over the contractual terms.

We generally expect our hardware business to have lower operating margins as a percentage of revenues than our cloud and license business due to the incremental costs we incur to produce and distribute these products and to provide support services, including direct materials and labor costs.

Our quarterly hardware revenues are difficult to predict. Our hardware revenues, cost of hardware and hardware operating margins that we report are affected by many factors, including our manufacturing partners’ abilities to timely manufacture or deliver a few large hardware transactions, with this factor becoming more pronounced in recent periods due to global supply chain constraints for certain technology components; our strategy for and the position of our hardware products relative to competitor offerings; customer demand for competing offerings, including cloud infrastructure offerings; the strength of general economic and business conditions; governmental budgetary constraints; whether customers decide to purchase hardware support contracts at or in close proximity to the time of hardware product sale; the percentage of our hardware support contract customer base that renews its support contracts and the close association between hardware products, which have a finite life, and customer demand for related hardware support as hardware products age; customer decisions to either maintain or upgrade their existing hardware infrastructure to newly developed technologies that are available; and foreign currency rate fluctuations.

Services Business

Our services business, which represented 10% of our total revenues on a trailing 4-quarter basis, helps customers and partners maximize the performance of their investments in Oracle applications and infrastructure technologies. We believe that our services are differentiated based on our focus on Oracle technologies, extensive experience, broad sets of intellectual property and best practices. Our services offerings include consulting services and advanced customer services. Our services business has lower margins than our cloud and license and hardware businesses. Our services revenues are affected by many factors including our strategy for, and the competitive position of, our services; customer demand for our cloud and license and hardware offerings and the related services that we may market and sell in connection with these offerings; general economic conditions; governmental budgetary constraints; personnel reductions in our customers’ IT departments; tighter controls over customer discretionary spending; and foreign currency rate fluctuations.

Acquisitions

Our selective and active acquisition program is another important element of our corporate strategy. Historically, we have invested billions of dollars to acquire a number of complementary companies, products, services and technologies. As compelling opportunities become available, we may acquire companies, products, services and technologies in furtherance of our corporate strategy. We have acquired certain companies and technologies during the first half of fiscal 2023 and full year fiscal 2022, including Cerner. Refer to Note 2 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information related to our acquisition of Cerner and our other recent acquisitions.

We believe that we can fund our future acquisitions with our internally available cash, cash equivalents and marketable securities balances, cash generated from operations, additional borrowings or from the issuance of additional securities. We estimate the financial impact of any potential acquisition with regard to earnings, operating margin, cash flows and return on invested capital targets, among others, before deciding to move forward with an acquisition.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP) as set forth in the Financial Accounting Standards Board’s Accounting Standards Codification (ASC), and we consider various staff accounting bulletins and other applicable guidance issued by the SEC. GAAP, as set forth within the ASC, requires us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent that there are differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include:

•Revenue Recognition;
•Business Combinations;
•Goodwill and Intangible Assets—Impairment Assessments;
•Accounting for Income Taxes; and
•Legal and Other Contingencies.

During the first quarter of fiscal 2023, we completed an assessment of the useful lives of our servers and increased the estimated useful lives from four years to five years, effective at the beginning of fiscal 2023. Refer to Note 1 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for more information. There were no other significant changes to our critical accounting policies and estimates. Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for our fiscal year ended May 31, 2022 provides a more complete discussion of our critical accounting policies and estimates.

Results of Operations

Impact of Acquisitions

The comparability of our operating results in the second quarter and first half of fiscal 2023 compared to the same periods of fiscal 2022 was impacted by our recent acquisitions, including Cerner. In our discussion of changes in our results of operations from the second quarter and first half of fiscal 2023 compared to the same periods of fiscal 2022, we may qualitatively disclose the impact of our acquired products and services for the one-year period subsequent to the acquisition date to the growth in certain of our operating segments’ revenues where such qualitative discussions would be meaningful for an understanding of the factors that influenced the changes in our results of operations. When material, we may also provide quantitative disclosures related to such acquired products and services. Expense contributions from our recent acquisitions for each of the respective period comparisons generally were not separately identifiable due to the integration of these businesses and operating segments into our existing operations, and/or were insignificant to our results of operations during the periods presented.

Presentation of Operating Segment Results and Other Financial Information

In our results of operations discussion below, we provide an overview of our total consolidated revenues, total consolidated operating expenses and total consolidated operating margin, all of which are presented on a GAAP basis. We also present a GAAP-based discussion below for substantially all of the other expense items as presented in our condensed consolidated statements of operations that are not directly attributable to our three businesses.

In addition, we discuss below the results of each of our three businesses—cloud and license, hardware and services—which are our operating segments as defined pursuant to ASC 280, Segment Reporting. The financial reporting for our three businesses that is presented below is presented in a manner that is consistent with that used by our CODMs. Our operating segment presentation below reflects revenues, direct costs and sales and marketing expenses that correspond to and are directly attributable to each of our three businesses. We also utilize these inputs to calculate and present a segment margin for each of our three businesses in the discussion below.

Consistent with our internal management reporting processes, research and development expenses, general and administrative expenses, stock-based compensation expenses, amortization of intangible assets, certain other expense allocations, acquisition related and other expenses, restructuring expenses, interest expense, non-operating income or expenses, net and (provision for) benefit from income taxes are not attributed to our three operating segments because our management does not view the performance of our three businesses including such items and/or it is impracticable to do so. Refer to “Supplemental Disclosure Related to Certain Charges” below for additional discussion of certain of these items and Note 10 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for a reconciliation of the summations of total segment margin as presented in the discussion below to total income (loss) before income taxes as presented per our condensed consolidated statements of operations for all periods presented.

We experienced COVID-19 related impacts to our businesses during each of the fiscal 2023 and 2022 periods presented. Certain of these historical impacts to our operating results are further discussed below. Any future impacts are currently unknown.

Separately, as described in Note 16 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2022, we remitted and recorded $4.7 billion for certain litigation related items during the fiscal 2022 periods presented.

Constant Currency Presentation

Our international operations have provided and are expected to continue to provide a significant portion of each of our businesses’ revenues and expenses. As a result, each of our businesses’ revenues and expenses and our total revenues and expenses will continue to be affected by changes in the U.S. Dollar against major international currencies. In order to provide a framework for assessing how our underlying businesses performed, excluding the effects of foreign currency rate fluctuations, we compare the percent change in the results from one period to another period in this Quarterly Report using constant currency disclosure. To present this information, current

and comparative prior period results for entities reporting in currencies other than U.S. Dollars are converted into U.S. Dollars at constant exchange rates (i.e., the rates in effect on May 31, 2022, which was the last day of our prior fiscal year) rather than the actual exchange rates in effect during the respective periods. For example, if an entity reporting in Euros had revenues of 1.0 million Euros from products sold on November 30, 2022 and 2021, our financial statements would reflect reported revenues of $1.04 million in the first half of fiscal 2023 (using 1.04 as the month-end average exchange rate for the period) and $1.12 million in the first half of fiscal 2022 (using 1.12 as the month-end average exchange rate for the period). The constant currency presentation, however, would translate the results for each of the first half of fiscal 2023 and 2022 using the May 31, 2022 exchange rate and indicate, in this example, no change in revenues during the period. In each of the tables below, we present the percent change based on actual, unrounded results in reported currency and in constant currency.

Total Revenues and Operating Expenses

Three Months Ended November 30,Six Months Ended November 30,
Percent ChangePercent Change
(Dollars in millions)2022ActualConstant20212022ActualConstant2021
Total Revenues by Geography:
Americas$7,78636%36%$5,736$14,97835%36%$11,056
EMEA(1)2,895-2%9%2,9535,586-3%9%5,737
Asia Pacific1,594-5%10%1,6713,156-4%8%3,294
Total revenues12,27518%25%10,36023,72018%24%20,087
Total Operating Expenses9,204-18%-15%11,18418,0263%6%17,485
Total Operating Margin (Loss)$3,071**$(824)$5,694119%159%$2,602
Total Operating Margin %25%-8%24%13%
% Revenues by Geography:
Americas63%55%63%55%
EMEA24%29%24%29%
Asia Pacific13%16%13%16%
Total Revenues by Business:
Cloud and license$10,03314%20%$8,791$19,35414%20%$16,974
Hardware85011%16%7671,6135%11%1,530
Services1,39274%83%8022,75374%83%1,583
Total revenues$12,27518%25%$10,360$23,72018%24%$20,087
% Revenues by Business:
Cloud and license82%85%82%84%
Hardware7%7%7%8%
Services11%8%11%8%
(1)Comprised of Europe, the Middle East and Africa
*Not meaningful

Excluding the effects of foreign currency rate fluctuations, our total revenues increased across all of our three businesses during the fiscal 2023 periods presented, relative to the corresponding prior year periods, primarily due to revenue contributions from our acquisition of Cerner. Excluding the impact of our acquisition of Cerner, the constant currency revenues increase during the fiscal 2023 periods presented relative to the corresponding prior year periods in our cloud and license business was attributable to growth in our cloud services and license support revenues and growth in our cloud license and on-premise license revenues as customers purchased our applications and infrastructure technologies via cloud and license deployment models and also renewed their related cloud contracts and license support contracts to continue to gain access to the latest versions of our technologies and to receive support services. In our hardware business, the increase was primarily due to growth in our Oracle Exadata and certain other strategic hardware offerings and growth in certain of our nonstrategic hardware offerings. In our services business, the increase was attributable to an increase in revenues for each of our primary services offerings. In reported currency, Cerner contributed $1.5 billion and $3.0 billion to our total revenues during the second quarter and first half of fiscal 2023, respectively. In constant currency, the Americas region contributed 84% and 85%, and the Asia Pacific region contributed 6% and 5% of the constant currency total

revenue growth during the second quarter and first half of fiscal 2023, respectively, and the EMEA region contributed 10% of the constant currency total revenue growth during each of the fiscal 2023 periods presented.

Excluding the effects of foreign currency rate fluctuations, our total operating expenses decreased during the second quarter of fiscal 2023, relative to the corresponding prior year period, primarily due to the absence of the unfavorable impact of certain litigation related charges recorded to acquisition related and other expenses during the second quarter of fiscal 2022. These constant currency expense decreases were partially offset by additional operating expenses as a result of our acquisition of Cerner, including higher intangible assets amortization; higher cloud services and license support expenses, which were primarily due to higher employee related expenses due to higher headcount and infrastructure investments that were made to support the increase in our cloud and license business’ revenues; higher hardware expenses, which were primarily due to higher hardware product cost; higher restructuring expenses; and higher expenses across other operating expense categories primarily due to higher employee related expenses. In addition, during the second quarter of fiscal 2022, we recorded a $125 million gain from an operating asset sale, which was allocated as a benefit to most of our operating expense lines as presented per our condensed consolidated statement of operations which reduced our total operating expenses during the same period.

Excluding the effects of foreign currency rate fluctuations, our total operating expenses increased during the first half of fiscal 2023, relative to the corresponding prior year period, due to similar reasons as noted above for the fiscal 2023 quarterly increases. These constant currency expense increases were partially offset by certain litigation related charges as described above. Furthermore, during the first half of fiscal 2022, we recorded $250 million gains on operating asset sales, which was allocated as a benefit to most of our operating expense lines as presented per our condensed consolidated statement of operations which reduced our total operating expenses during the same period.

During each of the fiscal 2023 and 2022 periods presented, we curtailed certain variable expenditures including employee travel expenses, among others, primarily in response to COVID-19. We expect certain of these expenses may normalize in future periods provided global economic and health conditions improve.

In constant currency, our total operating margin and total operating margin as a percentage of revenues increased during the fiscal 2023 periods presented, relative to the corresponding prior year periods, primarily due to certain litigation related charges which increased our constant currency operating expenses during the fiscal 2022 periods presented.

Supplemental Disclosure Related to Certain Charges

To supplement our condensed consolidated financial information, we believe that the following information is helpful to an overall understanding of our past financial performance and prospects for the future.

Our operating results reported pursuant to GAAP included the following business combination accounting adjustments and expenses related to acquisitions and certain other expense and income items that affected our GAAP net income (loss):

Three Months Ended November 30,Six Months Ended November 30,
(in millions)2022202120222021
Amortization of intangible assets(1)$907$299$1,826$603
Acquisition related and other(2)624,6671034,687
Restructuring(3)1373228170
Stock-based compensation, operating segments(4)304192548344
Stock-based compensation, R&D and G&A(4)6054891,111882
Income tax effects(5)(444)(1,052)(1,018)(1,473)
$1,571$4,627$2,851$5,113
(1)Represents the amortization of intangible assets, substantially all of which were acquired in connection with our acquisitions. As of November 30, 2022, estimated future amortization related to intangible assets was as follows (in millions):
Remainder of fiscal 2023$1,755
Fiscal 20242,995
Fiscal 20252,283
Fiscal 20261,620
Fiscal 2027664
Fiscal 2028635
Thereafter1,641
Total intangible assets, net$11,593
(2)For all periods presented, acquisition related and other expenses primarily consist of personnel related costs for transitional and certain other employees, certain business combination adjustments including certain adjustments after the measurement period has ended and certain other operating items, net. During the fiscal 2022 periods presented, acquisition related and other expenses also included certain litigation related charges. We consider the litigation related charges that are included in this line item to be outside our ordinary course of business based on the following considerations: (i) the unprecedented nature of the litigation related charges including the nature and size of the damages awarded; (ii) the dissimilarity of this litigation and related charges to recurring litigation of which we are a party in our normal business course for which any and all such charges are included in our GAAP operating results and are not separately quantified and disclosed within this line item or any other line in the table presented above; (iii) the complexity of the case; (iv) the counterparty involved; and (v) our expectation that litigation related charges of this nature will not recur in future periods; amongst other factors.
(3)Restructuring expenses during each of the fiscal 2023 and 2022 periods presented primarily related to employee severance in connection with our Fiscal 2022 Oracle Restructuring Plan (2022 Restructuring Plan). Additional information regarding certain of our restructuring plans is provided in management’s discussion below under “Restructuring Expenses,” in Note 6 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report and in Note 8 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2022.
(4)Stock-based compensation was included in the following operating expense line items of our condensed consolidated statements of operations (in millions):
Three Months Ended November 30,Six Months Ended November 30,
2022202120222021
Cloud services and license support$113$50$204$90
Hardware5497
Services35186032
Sales and marketing151120275215
Stock-based compensation, operating segments304192548344
Research and development510423932767
General and administrative9566179115
Total stock-based compensation$909$681$1,659$1,226
(5)For the second quarter and first half of fiscal 2023, the applicable jurisdictional tax rates applied to our income before income taxes after excluding the tax effects of items within the table above such as for stock-based compensation, amortization of intangible assets, restructuring, and certain acquisition related and other items, and after excluding the net deferred tax effects associated with a previously recorded income tax benefit that resulted from a partial realignment of our legal entity structure, resulted in effective tax rates of 20.4% and 19.9%, respectively, instead of 18.8% and 13.4%, respectively, which represented our effective tax rates as derived per our condensed consolidated statements of operations. For the second quarter and first half of fiscal 2022, the applicable jurisdictional tax rates applied to our (loss) income before benefit from (provision for) income taxes after excluding the tax effects of items within the table above such as for stock-based compensation, amortization of intangible assets, restructuring, and certain acquisition related and other items, and after excluding the net deferred tax effects associated with a previously recorded income tax benefit that resulted from a partial realignment of our legal entity structure, resulted in effective tax rates of 19.2% and 18.6%, respectively, instead of (16.6%) and (2.1%), respectively, which represented our effective tax benefit rates as derived per our condensed consolidated statements of operations.

Cloud and License Business

Our cloud and license business engages in the sale and marketing of our applications and infrastructure technologies that are delivered through various deployment models and include: Oracle license support offerings; Oracle Cloud Services offerings; and Oracle cloud license and on-premise license offerings. License support revenues are typically generated through the sale of applications and infrastructure license support contracts related to cloud licenses and on-premise licenses; are purchased by our customers at their option; and are generally recognized as revenues ratably over the contractual term, which is generally one year. Our cloud services deliver applications and infrastructure technologies on a subscription basis via cloud-based deployment models that we develop, provide unspecified updates and enhancements for, deploy, host, manage and support. Revenues for our cloud services are generally recognized over the contractual term, which is generally one to three years, or in the case of usage model contracts, as the cloud services are consumed. Cloud license and on-premise license

revenues represent fees earned from granting customers licenses, generally on a perpetual basis, to use our database and middleware and our applications software products within cloud and on-premise IT environments and are generally recognized up front at the point in time when the software is made available to the customer to download and use. We continue to place significant emphasis, both domestically and internationally, on direct sales through our own sales force. We also continue to market certain of our offerings through indirect channels. Costs associated with our cloud and license business are included in cloud services and license support expenses, and sales and marketing expenses. These costs are largely personnel and infrastructure related including the cost of providing our cloud services and license support offerings, salaries and commissions earned by our sales force for the sale of our cloud and license offerings, and marketing program costs.

Three Months Ended November 30,Six Months Ended November 30,
Percent ChangePercent Change
(Dollars in millions)2022ActualConstant20212022ActualConstant2021
Cloud and License Revenues:
Americas$6,40728%29%$4,994$12,29428%29%$9,575
EMEA2,350-4%7%2,4584,534-5%7%4,755
Asia Pacific1,276-5%10%1,3392,526-4%8%2,644
Total revenues10,03314%20%8,79119,35414%20%16,974
Expenses:
Cloud services and license support(1)1,74747%53%1,1843,36744%49%2,337
Sales and marketing(1)1,93414%19%1,6963,86416%22%3,322
Total expenses(1)3,68128%33%2,8807,23128%33%5,659
Total Margin$6,3528%14%$5,911$12,1237%13%$11,315
Total Margin %63%67%63%67%
% Revenues by Geography:
Americas64%57%64%56%
EMEA23%28%23%28%
Asia Pacific13%15%13%16%
Revenues by Offerings:
Cloud services$3,81343%48%$2,667$7,39244%49%$5,128
License support4,785-2%4%4,8879,623-2%4%9,797
Cloud license and on-premise license1,43516%23%1,2372,33914%21%2,049
Total revenues$10,03314%20%$8,791$19,35414%20%$16,974
Cloud Services and License Support Revenues by Ecosystem:
Applications cloud services and license support$4,08030%35%$3,149$8,09631%36%$6,190
Infrastructure cloud services and license support4,5183%9%4,4058,9192%8%8,735
Total cloud services and license support revenues$8,59814%20%$7,554$17,01514%20%$14,925
(1)Excludes stock-based compensation and certain expense allocations. Also excludes amortization of intangible assets and certain other GAAP-based expenses, which were not allocated to our operating segment results for purposes of reporting to and review by our CODMs, as further described under “Presentation of Operating Segment Results and Other Financial Information” above.

Excluding the effects of foreign currency rate fluctuations, our cloud and license business’ total revenues increased in the fiscal 2023 periods presented, relative to the corresponding prior year periods, due to growth in our cloud services and license support revenues and growth in our cloud license and on-premise license revenues as customers purchased our applications and infrastructure technologies via cloud and license deployment models and renewed their related cloud contracts and license support contracts to continue to gain access to the latest versions of our technologies and to receive support for which we delivered such cloud and support services during the periods presented; and revenue contributions from our Cerner acquisition. In reported currency, Cerner contributed $942 million and $1.8 billion to our cloud and license business’ revenues during the second quarter and first half of fiscal 2023, respectively. In constant currency, the Americas region contributed 84% and 85%, and the Asia Pacific region contributed 7% and 6% of the constant currency revenue growth for this business during the

second quarter and first half of fiscal 2023, respectively, and the EMEA region contributed 9% of the constant currency revenue growth for this business during each of the fiscal 2023 periods presented.

In constant currency, our total cloud and license business’ expenses increased in the fiscal 2023 periods presented, relative to the corresponding prior year periods, primarily due to higher employee related expenses due to higher headcount; higher technology infrastructure expenses to support the increase in our cloud and license business’ revenues; additional operating expenses due to our Cerner acquisition; and an allocation of gains in the fiscal 2022 periods presented from fiscal 2022 operating asset sales as described above. Our cloud services and license support expenses have grown in recent periods, and we expect this growth to continue during fiscal 2023 as we increase our existing data center capacity and establish data centers in new geographic locations in order to meet current and expected customer demand.

Excluding the effects of currency rate fluctuations, our cloud and license business’ total margin increased during the fiscal 2023 periods presented, relative to the corresponding prior year periods, due to increases in total revenues for this business. Total margin as a percentage of revenues for this business decreased during the fiscal 2023 periods presented, relative to the corresponding prior year periods, due to expenses growth.

Hardware Business

Our hardware business’ revenues are generated from the sales of our Oracle Engineered Systems, server, storage, and industry-specific hardware offerings. The hardware product and related software, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a combined performance obligation. The revenues for this combined performance obligation are generally recognized at the point in time that the hardware product is delivered to the customer and ownership is transferred to the customer. Our hardware business also earns revenues from the sale of hardware support contracts purchased by our customers at their option and that are generally recognized as revenues ratably as the hardware support services are delivered over the contractual term, which is generally one year. The majority of our hardware products are sold through indirect channels such as independent distributors and value-added resellers and we also market and sell our hardware products through our direct sales force. Operating expenses associated with our hardware business include the cost of hardware products, which consists of expenses for materials and labor used to produce these products by our internal manufacturing operations or by third-party manufacturers, warranty and related expenses and the impact of periodic changes in inventory valuation, including the impact of inventory determined to be excess and obsolete; the cost of materials used to repair customer products with eligible support contracts; the cost of labor and infrastructure to provide support services; and sales and marketing expenses, which are largely personnel related and include variable compensation earned by our sales force for the sales of our hardware offerings.

Three Months Ended November 30,Six Months Ended November 30,
Percent ChangePercent Change
(Dollars in millions)2022ActualConstant20212022ActualConstant2021
Hardware Revenues:
Americas$44721%22%$368$85415%16%$740
EMEA2437%15%228453-2%7%460
Asia Pacific160-6%6%171306-7%4%330
Total revenues85011%16%7671,6135%11%1,530
Expenses:
Hardware products and support(1)27926%32%22152214%19%459
Sales and marketing(1)83-5%0%88162-8%-3%177
Total expenses(1)36217%23%3096847%13%636
Total Margin$4887%12%$458$9294%10%$894
Total Margin %57%60%58%58%
% Revenues by Geography:
Americas53%48%53%48%
EMEA28%30%28%30%
Asia Pacific19%22%19%22%
(1)Excludes stock-based compensation and certain expense allocations. Also excludes amortization of intangible assets and certain other GAAP-based expenses, which were not allocated to our operating segment results for purposes of reporting to and review by our CODMs, as further described under “Presentation of Operating Segment Results and Other Financial Information” above.

Our constant currency hardware revenues increased in the fiscal 2023 periods presented, relative to the corresponding prior year periods, primarily due to growth in our Oracle Exadata and certain other strategic hardware offerings and revenue contributions from our Cerner acquisition. In reported currency, Cerner contributed $41 million and $81 million to our hardware business’ revenues during the second quarter and first half of fiscal 2023, respectively. Our hardware business’ revenues were adversely impacted during each of the fiscal 2023 and 2022 periods presented due to the impacts of the COVID-19 pandemic, including global supply chain shortages for technology components that resulted in certain manufacturing delays, and any such prospective impacts are unknown. In constant currency, the Americas region contributed 65% and 73%, the EMEA region contributed 27% and 20%, and the Asia Pacific region contributed 8% and 7% to the revenue growth for this business during the second quarter and the first half of fiscal 2023, respectively.

Excluding the effects of currency rate fluctuations, total hardware expenses increased in the fiscal 2023 periods presented, relative to the corresponding prior year periods, primarily due to higher hardware product cost driven by higher hardware product revenues and incremental hardware product cost from Cerner’s hardware business.

In constant currency, our hardware business’ total margin increased in the fiscal 2023 periods presented, relative to the corresponding prior year periods, due to higher total revenues for this business. Total margin as a percentage of revenues in constant currency for this business decreased during the second quarter of fiscal 2023 due to expenses growth and remained flat during the first half of fiscal 2023, in each case relative to the corresponding prior year period.

Services Business

Our services offerings are designed to help maximize the performance of customer investments in Oracle applications and infrastructure technologies and substantially include our consulting services and advanced customer services offerings. Services revenues are generally recognized over time as the services are performed. The cost of providing our services consists primarily of personnel related expenses, technology infrastructure expenditures, facilities expenses and external contractor expenses.

Three Months Ended November 30,Six Months Ended November 30,
Percent ChangePercent Change
(Dollars in millions)2022ActualConstant20212022ActualConstant2021
Services Revenues:
Americas$932149%149%$374$1,830147%147%$741
EMEA30213%27%26759915%29%522
Asia Pacific158-2%12%1613241%14%320
Total revenues1,39274%83%8022,75374%83%1,583
Total Expenses(1)1,11176%86%6312,11871%80%1,240
Total Margin$28163%73%$171$63585%95%$343
Total Margin %20%21%23%22%
% Revenues by Geography:
Americas67%47%66%47%
EMEA22%33%22%33%
Asia Pacific11%20%12%20%
(1)Excludes stock-based compensation and certain allocations. Also excludes certain other GAAP-based expenses, which were not allocated to our operating segment results for purposes of reporting to and review by our CODMs, as further described under “Presentation of Operating Segment Results and Other Financial Information” above.

Excluding the effects of currency rate fluctuations, our total services revenues increased in the fiscal 2023 periods presented, relative to the corresponding prior year periods, due to revenue contributions from our Cerner acquisition, and revenue increases in each of our primary services offerings. In reported currency, Cerner contributed $550 million and $1.1 billion, respectively, to our services business’ revenues during the second quarter and first half of fiscal 2023, respectively. In constant currency, the Americas region contributed 87% and 86%, and the EMEA region contributed 10% and 11% to the revenue growth for this business during the second quarter and the first half of fiscal 2023, respectively, and the Asia Pacific region contributed 3% to the revenue growth for this business during each of the fiscal 2023 periods presented.

In constant currency, total services expenses increased during the fiscal 2023 periods presented, relative to the corresponding prior year periods, primarily due to additional operating expenses due to our acquisition of Cerner, and higher employee related expenses due to higher headcount.

In constant currency, our services business’ total margin increased during the fiscal 2023 periods presented, relative to the corresponding prior year periods, due to higher total revenues for this business during the fiscal 2023 periods presented, relative to the corresponding prior year periods. Total margin as a percentage of revenues in constant currency for this business decreased during the second quarter of fiscal 2023 due to expenses growth and increased during the first half of fiscal 2023 due to revenue growth, in each case relative to the corresponding prior year period.

Research and Development Expenses: Research and development expenses consist primarily of personnel related expenditures. We intend to continue to invest significantly in our research and development efforts because, in our judgment, they are essential to maintaining our competitive position.

Three Months Ended November 30,Six Months Ended November 30,
Percent ChangePercent Change
(Dollars in millions)2022ActualConstant20212022ActualConstant2021
Research and development(1)$1,64824%28%$1,331$3,31924%28%$2,671
Stock-based compensation51020%20%42393221%21%767
Total expenses$2,15823%26%$1,754$4,25124%26%$3,438
% of Total Revenues18%17%18%17%
(1)Excluding stock-based compensation

On a constant currency basis, total research and development expenses increased during the fiscal 2023 periods presented, relative to the corresponding prior year periods, primarily due to higher employee related expenses, including higher stock-based compensation and additional operating expenses due to our acquisition of Cerner. Furthermore, an allocation of gains from operating asset sales during the fiscal 2022 periods presented decreased our expenses during those periods, with no comparable transaction during the fiscal 2023 periods presented.

General and Administrative Expenses: General and administrative expenses primarily consist of personnel related expenditures for IT, finance, legal and human resources support functions.

Three Months Ended November 30,Six Months Ended November 30,
Percent ChangePercent Change
(Dollars in millions)2022ActualConstant20212022ActualConstant2021
General and administrative(1)$2717%12%$253$59819%24%$503
Stock-based compensation9546%46%6617956%56%115
Total expenses$36615%19%$319$77726%30%$618
% of Total Revenues3%3%3%3%
(1)Excluding stock-based compensation

Excluding the effects of foreign currency rate fluctuations, total general and administrative expenses increased during the fiscal 2023 periods presented, relative to the corresponding prior year periods, primarily due to additional operating expenses due to our acquisition of Cerner and higher stock-based compensation expenses. In addition, an allocation of gains from operating asset sales during the fiscal 2022 periods presented decreased our expenses during those periods, with no comparable transaction in the fiscal 2023 periods presented.

Amortization of Intangible Assets: Substantially all of our intangible assets were acquired through our business combinations. We amortize our intangible assets over, and monitor the appropriateness of, the estimated useful lives of these assets. We also periodically review these intangible assets for potential impairment based upon relevant facts and circumstances. Refer to Note 4 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information regarding our intangible assets and related amortization.

Three Months Ended November 30,Six Months Ended November 30,
Percent ChangePercent Change
(Dollars in millions)2022ActualConstant20212022ActualConstant2021
Developed technology$21573%73%$125$44978%78%$252
Cloud services and license support agreements and related relationships364138%137%153749143%143%308
Cloud license and on-premise license agreements and related relationships117**5225**10
Other211**16403**33
Total amortization of intangible assets$907203%204%$299$1,826203%204%$603
*Not meaningful

Amortization of intangible assets increased in the fiscal 2023 periods presented, relative to the corresponding prior year periods, due to additional amortization from intangible assets that we acquired in recent periods, primarily from our acquisition of Cerner, partially offset by a reduction in expenses associated with certain of our intangible assets that became fully amortized.

Acquisition Related and Other Expenses**:** Acquisition related and other expenses consist of personnel related costs for transitional and certain other employees, certain business combination adjustments, including adjustments after the measurement period has ended, and certain other operating items, net.

Three Months Ended November 30,Six Months Ended November 30,
Percent ChangePercent Change
(Dollars in millions)2022ActualConstant20212022ActualConstant2021
Transitional and other employee related costs$21**$2$38**$4
Business combination adjustments, net3304%311%18218%223%4
Other, net38-99%-99%4,66457-99%-99%4,679
Total acquisition related and other expenses$62-99%-99%$4,667$103-98%-98%$4,687
*Not meaningful

On a constant currency basis, acquisition related and other expenses decreased during the fiscal 2023 periods presented, relative to the corresponding prior year periods, primarily due to the absence of unfavorable impact of certain litigation related charges recorded to acquisition related and other expenses during the fiscal 2022 periods presented that we generally do not expect to recur, partially offset by higher transitional employee related cost related to our acquisition of Cerner and certain facilities-related right-of-use assets that were abandoned in connection with plans to improve our cost structure and operations during the fiscal 2023 periods presented.

Restructuring Expenses: Restructuring expenses resulted from the execution of management approved restructuring plans that were generally developed to improve our cost structure and/or operations, often in conjunction with our acquisition integration strategies and/or other strategic initiatives. Restructuring expenses consist of employee severance costs, contract termination costs and certain other exit costs to improve our cost structure prospectively. For additional information regarding our restructuring plans, see Note 6 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report and Note 8 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2022.

Three Months Ended November 30,Six Months Ended November 30,
Percent ChangePercent Change
(Dollars in millions)2022ActualConstant20212022ActualConstant2021
Restructuring expenses$137330%376%$32$281301%340%$70

Restructuring expenses in each of the fiscal 2023 and 2022 periods presented primarily related to our 2022 Restructuring Plan. Our management approved, committed to and initiated the 2022 Restructuring Plan in order to restructure and further improve efficiencies in our operations. We may incur additional restructuring expenses in future periods due to the initiation of new restructuring plans or from changes in estimated costs associated with existing restructuring plans.

The majority of the initiatives undertaken by our 2022 Restructuring Plan were effected to implement our continued emphasis in developing, marketing, selling and delivering our cloud-based offerings. Certain of the cost savings realized pursuant to our 2022 Restructuring Plan initiatives were offset by investments in resources and geographies that better address the development, marketing, sale and delivery of our cloud‑based offerings including investments in the development and delivery of our second‑generation cloud infrastructure.

Interest Expense:

Three Months Ended November 30,Six Months Ended November 30,
Percent ChangePercent Change
(Dollars in millions)2022ActualConstant20212022ActualConstant2021
Interest expense$85626%26%$679$1,64319%19%$1,384

Interest expense increased during the fiscal 2023 periods presented, relative to the corresponding prior year periods, primarily due to higher average borrowings during the first half of fiscal 2023 resulting from borrowings, net of partial repayment pursuant to a $15.7 billion delayed draw term loan credit agreement (Bridge Credit Agreement), a $5.6 billion term loan credit agreement (Term Loan Credit Agreement); the issuance of $7.0 billion senior notes in November 2022; and borrowings through commercial paper notes during the first half of fiscal 2023. The increase in interest expense was partially offset by lower interest expense that resulted from $8.3 billion and $2.5 billion of scheduled repayments made during fiscal 2022 and second quarter of fiscal 2023, respectively. Refer to Note 5 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information.

Non-Operating (Expenses) Income, net: Non-operating (expenses) income, net consists primarily of interest income, net foreign currency exchange losses, the noncontrolling interests in the net profits of our majority-owned subsidiaries (primarily Oracle Financial Services Software Limited and Oracle Corporation Japan), net gains and losses related to equity investments including losses attributable to equity method investments and net other income and expenses, including net unrealized gains and losses from our investment portfolio related to our deferred compensation plan, and non-service net periodic pension income and losses.

Three Months Ended November 30,Six Months Ended November 30,
Percent ChangePercent Change
(Dollars in millions)2022ActualConstant20212022ActualConstant2021
Interest income$52151%162%$21$90124%133%$40
Foreign currency losses, net(55)18%17%(46)(125)55%56%(81)
Noncontrolling interests in income(41)-4%-4%(42)(79)-12%-12%(89)
(Losses) gains from equity investments, net(40)**80(126)**59
Other gains (losses), net13**(6)(11)**37
Total non-operating (expenses) income, net$(71)**$7$(251)638%658%$(34)
*Not meaningful

Fiscal Second Quarter 2023 Compared to Fiscal Second Quarter 2022: In constant currency, we recorded non-operating expenses, net during the second quarter of fiscal 2023 in comparison to non-operating income, net during the second quarter of fiscal 2022. Non-operating expenses, net during the second quarter of fiscal 2023, in comparison to the second quarter of fiscal 2022, was primarily due to higher foreign currency losses and higher net losses associated with equity investments, partially offset by higher interest income and higher other income, net, which was primarily attributable to higher unrealized investment gains associated with certain marketable equity securities that we held for employee benefit plans and for which an equal and offsetting amount was recorded to our operating expenses during the same period, each in comparison to the corresponding prior year period.

First Half of Fiscal 2023 Compared to First Half of Fiscal 2022: Our non-operating expenses, net increased in the first half of fiscal 2023 compared to the first half of fiscal 2022 primarily due to higher foreign currency losses, higher net losses associated with equity investments and higher other expense, net, which was primarily attributable to higher unrealized investment losses associated with certain marketable equity securities that we held for employee benefit plans as described above. The increase in non-operating expenses, net was partially offset by higher interest income.

(Provision for) Benefit from Income Taxes: Our effective income tax rates for each of the periods presented were the result of the mix of income and losses earned in various tax jurisdictions that apply a broad range of income tax rates. Refer to Note 9 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for a discussion regarding the differences between the effective income tax rates as presented for the periods below and the U.S. federal statutory income tax rates that were in effect during these periods. Future effective tax rates could be adversely affected by an unfavorable shift of earnings weighted to jurisdictions with higher tax rates, by unfavorable changes in tax laws and regulations, by adverse rulings in tax related litigation, or by shortfalls in stock-based compensation realized by employees relative to stock-based compensation that was recorded for book purposes, among others.

Three Months Ended November 30,Six Months Ended November 30,
Percent ChangePercent Change
(Dollars in millions)2022ActualConstant20212022ActualConstant2021
(Provision for) benefit from income taxes$(403)**$249$(511)**$25
Effective tax expense (benefit) rate18.8%(16.6%)13.4%(2.1%)
*Not meaningful

Provision for income taxes increased during the fiscal 2023 periods presented, relative to the corresponding prior year periods, primarily due to higher income before income taxes in the fiscal 2023 periods presented resulting from the absence of certain litigation related charges we incurred in the fiscal 2022 periods presented. The increase was partially offset by the excess of the benefit of amortization of Cerner intangible assets over a lesser increase in taxes attributable to the combination of reduced tax benefits related to stock-based compensation and increased tax expense from unrecognized tax benefits due to settlements with tax authorities and other events, in each case during the fiscal 2023 periods presented.

Liquidity and Capital Resources

(Dollars in millions)November 30, 2022ChangeMay 31, 2022
Working capital$(9,545)*$12,122
Cash, cash equivalents and marketable securities$7,350-66%$21,902
*Not meaningful

Working capital: The decrease in working capital as of November 30, 2022 in comparison to May 31, 2022 was primarily due to $27.8 billion net cash used for our acquisition of Cerner, $1.6 billion of repayment of senior notes assumed from our acquisition of Cerner, $3.5 billion of long-term senior notes that were reclassified to current liabilities, cash used for repurchases of our common stock, cash used to pay dividends to our stockholders and cash used for capital expenditures during the first half of fiscal 2023. These unfavorable impacts were partially offset by cash proceeds from borrowings pursuant to the Term Loan Credit Agreement and the issuance of senior notes in November 2022 (refer to Note 5 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information), the favorable impacts to our net current assets resulting from net income and cash proceeds from stock option exercises. Our working capital may be impacted by some or all of the aforementioned factors in future periods, the amounts and timing of which are variable.

Cash, cash equivalents and marketable securities: Cash and cash equivalents primarily consist of deposits held at major banks, money market funds and other securities with original maturities of 90 days or less. Marketable securities consist of time deposits, marketable equity securities and certain other securities. The decrease in cash, cash equivalents and marketable securities at November 30, 2022 in comparison to May 31, 2022 was primarily due to the net cash outflows of $27.8 billion for our acquisition of Cerner, $1.6 billion of repayment of senior notes assumed from our acquisition of Cerner, $2.5 billion of repayment of senior notes due October 2022, repurchases of our common stock, payments of cash dividends to our stockholders and cash used for capital expenditures. These cash outflows during the first half of fiscal 2023 were partially offset by certain cash inflows, primarily due to cash inflows generated by borrowings, net of partial repayments pursuant to the Bridge Credit Agreement, the Term Loan Credit Agreement, the issuance of senior notes in November 2022 and the commercial paper program, cash inflows from our operations and stock option exercises during the first half of fiscal 2023.

Six Months Ended November 30,
(Dollars in millions)2022Change2021
Net cash provided by operating activities$7,243324%$1,709
Net cash (used for) provided by investing activities$(32,094)*$9,949
Net cash provided by (used for) financing activities$10,455*$(23,521)
*Not meaningful

Cash flows from operating activities: Our largest source of operating cash flows is cash collections from our customers following the purchase and renewal of their license support agreements. Payments from customers for these license support agreements are generally received near the beginning of the contracts’ terms, which are generally one year in length. Over the course of a fiscal year, we also have historically generated cash from the sales of new licenses, cloud services, hardware offerings and other services. Our primary uses of cash from operating activities are typically for employee related expenditures, material and manufacturing costs related to the production of our hardware products, taxes, interest payments and leased facilities.

Net cash provided by operating activities increased during the first half of fiscal 2023, relative to the corresponding prior year period, primarily due to certain litigation related charges recorded during the first half of fiscal 2022 that we generally do not expect to recur and certain cash favorable working capital changes, net in the first half of fiscal 2023, relative to the corresponding prior year period.

Cash flows from investing activities: The changes in cash flows from investing activities primarily relate to our acquisitions, the timing of our purchases, maturities and sales of our investments in marketable securities, and investments in capital and other assets, including certain intangible assets, to support our growth.

Net cash used for investing activities increased during the first half of fiscal 2023 compared to net cash provided by investing activities during the first half of fiscal 2022 primarily due to the cash used for our acquisition of Cerner in the first half of fiscal 2023, an increase in cash used for capital expenditures and decrease in cash proceeds from sales and maturities of marketable securities and other investments, partially offset by a decrease in cash used for the purchases of marketable securities and other investments, in each case during the first half of fiscal 2023 relative to the first half of fiscal 2022.

Cash flows from financing activities: The changes in cash flows from financing activities primarily relate to borrowings and repayments related to our debt instruments, stock repurchases, dividend payments and net proceeds related to employee stock programs.

Net cash provided by financing activities increased during the first half of fiscal 2023 compared to the net cash used for financing activities in the first half of fiscal 2022 primarily due to the cash proceeds from borrowings, net of partial repayments pursuant to the Bridge Credit Agreement, the Term Loan Credit Agreement, the issuance of senior notes in November 2022 and the commercial paper program; lower stock repurchases; lower maturities of senior notes and higher net cash from our employee stock program, in each case during the first half of fiscal 2023 in comparison to the first half of fiscal 2022.

Free cash flow: To supplement our statements of cash flows presented on a GAAP basis, we use non-GAAP measures of cash flows on a trailing 4-quarter basis to analyze cash flows generated from our operations. We believe that free cash flow is also useful as one of the bases for comparing our performance with our competitors. The presentation of non-GAAP free cash flow is not meant to be considered in isolation or as an alternative to net income as an indicator of our performance, or as an alternative to cash flows from operating activities as a measure of liquidity. We calculate free cash flow as follows:

Trailing 4-Quarters Ended November 30,
(Dollars in millions)2022Change2021
Net cash provided by operating activities$15,07347%$10,255
Capital expenditures(6,678)114%(3,118)
Free cash flow$8,39518%$7,137
Net income$8,797$10,262
Free cash flow as percent of net income95%70%

Recent Financing Activities:

Credit Agreements and Related Borrowings: On June 8, 2022, we borrowed $15.7 billion under the Bridge Credit Agreement to partly finance our acquisition of Cerner. The amount is due and payable in full on March 7, 2023 unless settled earlier pursuant to the terms of the Bridge Credit Agreement.

During the first half of fiscal 2023, we entered into and subsequently expanded the Term Loan Credit Agreement and borrowed a total of $4.7 billion under the Term Loan 1 Facility and $960 million under the Term Loan 2 Facility. We used the net proceeds of these borrowings to reduce the amount of indebtedness outstanding under the Bridge Credit Agreement. We will begin making quarterly repayments of amounts borrowed under both Term Loan Facilities in September 2024. Any remaining unpaid principal balance under the Term Loan 1 Facility will be fully due and payable on August 16, 2027 and any remaining unpaid principal balance under the Term Loan 2 Facility will be fully due and payable on August 16, 2025, unless the termination date of one or both of the Term Loan Facilities is extended.

Senior Notes: In November 2022, we issued $7.0 billion of senior notes comprised of the following:

•$1.0 billion of 5.80% senior notes due November 2025;
•$1.25 billion of 6.15% senior notes due November 2029;
•$2.25 billion of 6.25% senior notes due November 2032; and
•$2.5 billion of 6.90% senior notes due November 2052.

We used the net proceeds from the senior notes to reduce the amount of indebtedness outstanding under the Bridge Credit Agreement.

Cerner Senior Notes and Other Borrowings: We assumed $1.6 billion of senior notes and other borrowings through our Cerner acquisition, all of which were paid during the first half of fiscal 2023.

Commercial Paper Program: During the first half of fiscal 2023, our commercial paper program was increased to $6.0 billion. Our commercial paper program allows us to issue and sell unsecured short-term promissory notes pursuant to a private placement exemption from the registration requirements under federal and state securities laws pursuant to dealer agreements with various banks and an Issuing and Paying Agency Agreement with Deutsche Bank Trust Company Americas. There were $1.9 billion of outstanding commercial paper notes as of November 30, 2022 (none outstanding as of May 31, 2022) that mature at various dates through March 2023. The effective interest rate, including issuance costs for the second quarter and first half of fiscal 2023 was 4.48%. We use the net proceeds from the issuance of commercial paper for general corporate purposes.

Additional details regarding these activities above are included in Note 5 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.

Contractual Obligations: During the first half of fiscal 2023, there were no significant changes to our estimates of future payments under our fixed contractual obligations and commitments as presented in Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for our fiscal year ended May 31, 2022, other than the closure of our acquisition of Cerner on June 8, 2022, for which we borrowed $15.7 billion on the same day pursuant to the Bridge Credit Agreement. We also issued $7.0 billion of senior notes and borrowed a total of $5.6 billion pursuant to the Term Loan Credit Agreement. The net proceeds of both borrowings were used for partial repayment of borrowings under the Bridge Credit Agreement. We also issued $1.9 billion of commercial paper, net of repayments, during the first half of fiscal 2023. Additional details are included in the discussion above and in Note 5 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.

Further, our operating lease commitments, primarily for data centers, that are generally expected to commence between the remainder of fiscal 2023 and fiscal 2026 for terms of three to fifteen years increased to $7.1 billion as of November 30, 2022. We have not recorded these lease commitments on our Condensed Consolidated Balance Sheets as of November 30, 2022. Refer to Note 10 of Notes to Consolidated Financial Statements included in our

Annual Report on Form 10-K for the fiscal year ended May 31, 2022 for more information about our lease commitments.

We believe that our current cash, cash equivalents and marketable securities balances, cash generated from operations, and our $6.0 billion, five-year revolving credit agreement will be sufficient to meet our working capital, capital expenditures and contractual obligations requirements. In addition, we believe that we could fund our future acquisitions, dividend payments and repurchases of common stock or debt with our internally available cash, cash equivalents and marketable securities, cash generated from operations, additional borrowings or from the issuance of additional securities.

Stock-Based Awards

Our stock-based compensation program is a key component of the compensation package we provide to attract and retain certain of our talented employees and align their interests with the interests of existing stockholders.

We recognize that stock-based awards dilute existing stockholders and have sought to control the number of stock-based awards granted while providing competitive compensation packages. Consistent with these dual goals, our cumulative potential dilution since June 1, 2019 has been a weighted-average annualized rate of 1.3% per year. The potential dilution percentage is calculated as the average annualized new stock-based awards granted and assumed, net of stock-based awards forfeited by employees leaving the company, divided by the weighted-average outstanding shares during the calculation period. This maximum potential dilution will only result if all stock-based awards vest and, if applicable, are exercised. Of the outstanding stock options at November 30, 2022, which generally have a ten-year exercise period, all have exercise prices lower than the market price of our common stock on such date. In recent years, our stock repurchase program has more than offset the dilutive effect of our stock-based compensation program. However, we may modify the levels of our stock repurchases in the future depending on a number of factors, including the amount of cash we have available for acquisitions, to pay dividends, to repay or repurchase indebtedness or for other purposes. At November 30, 2022, the maximum potential dilution from all outstanding stock-based awards, regardless of when granted and regardless of whether vested or unvested, was 9.0%.

Recent Accounting Pronouncements

For information with respect to recent accounting pronouncements, if any, and the impact of these pronouncements on our consolidated financial statements, if any, see Note 1 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.

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