Item 1. Financial Statements (Unaudited)

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Item 1. Financial Statements (Unaudited)

ORACLE CORPORATION

CONDENSED CONSOLIDA****TED BALANCE SHEETS

As of February 28, 2025 and May 31, 2024

(Unaudited)

(in millions, except per share data)February 28, 2025May 31, 2024
ASSETS
Current assets:
Cash and cash equivalents$17,406$10,454
Marketable securities417207
Trade receivables, net of allowances for credit losses of $556 and $485 as of February 28, 2025 and May 31, 2024, respectively8,0517,874
Prepaid expenses and other current assets4,2424,019
Total current assets30,11622,554
Non-current assets:
Property, plant and equipment, net31,97021,536
Intangible assets, net5,1316,890
Goodwill, net62,17162,230
Deferred tax assets11,79912,273
Other non-current assets20,19115,493
Total non-current assets131,262118,422
Total assets$161,378$140,976
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and other borrowings, current$8,167$10,605
Accounts payable2,4232,357
Accrued compensation and related benefits1,8391,916
Deferred revenues9,0199,313
Other current liabilities8,1757,353
Total current liabilities29,62331,544
Non-current liabilities:
Notes payable and other borrowings, non-current88,10976,264
Income taxes payable9,81310,817
Deferred tax liabilities2,2083,692
Other non-current liabilities14,3649,420
Total non-current liabilities114,494100,193
Commitments and contingencies
Oracle Corporation stockholders’ equity:
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: 2,803 shares and 2,755 shares as of February 28, 2025 and May 31, 2024, respectively35,69132,764
Accumulated deficit(17,368)(22,628)
Accumulated other comprehensive loss(1,593)(1,432)
Total Oracle Corporation stockholders’ equity16,7308,704
Noncontrolling interests531535
Total stockholders’ equity17,2619,239
Total liabilities and stockholders’ equity$161,378$140,976

See notes to condensed consolidated financial statements.

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ORACLE CORPORATION

CONDENSED CONSOLIDATED S****TATEMENTS OF OPERATIONS

For the Three and Nine Months Ended February 28, 2025 and February 29, 2024

(Unaudited)

Three Months EndedNine Months Ended
(in millions, except per share data)February 28, 2025February 29, 2024February 28, 2025February 29, 2024
Revenues:
Cloud services and license support$11,007$9,963$32,331$29,149
Cloud license and on-premise license1,1291,2563,1943,243
Hardware7037542,0862,224
Services1,2911,3073,8854,058
Total revenues14,13013,28041,49638,674
Operating expenses:
Cloud services and license support(1)2,8822,4528,2266,905
Hardware(1)197217530649
Services(1)1,1161,2003,4303,665
Sales and marketing(1)2,1192,0426,3456,161
Research and development2,4292,2487,2066,689
General and administrative3903771,1351,146
Amortization of intangible assets5487491,7632,267
Acquisition related and other2815572214
Restructuring6390220311
Total operating expenses9,7729,53028,92728,007
Operating income4,3583,75012,56910,667
Interest expense(892)(876)(2,600)(2,636)
Non-operating (expenses) income, net(18)(9)39(72)
Income before income taxes3,4482,86510,0087,959
Provision for income taxes512464992636
Net income$2,936$2,401$9,016$7,323
Earnings per share:
Basic$1.05$0.87$3.24$2.67
Diluted$1.02$0.85$3.15$2.60
Weighted average common shares outstanding:
Basic2,7992,7482,7832,741
Diluted2,8742,8192,8652,820

(1)

Exclusive of amortization of intangible assets, which is shown separately.

See notes to condensed consolidated financial statements.

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ORACLE CORPORATION

CONDENSED CONSOLIDATED STATEM****ENTS OF COMPREHENSIVE INCOME

For the Three and Nine Months Ended February 28, 2025 and February 29, 2024

(Unaudited)

Three Months EndedNine Months Ended
(in millions)February 28, 2025February 29, 2024February 28, 2025February 29, 2024
Net income$2,936$2,401$9,016$7,323
Other comprehensive (loss) income, net of tax:
Net foreign currency translation (losses) gains(54)(35)(51)7
Net unrealized (losses) gains on cash flow hedges(19)(3)(107)52
Other, net(1)(1)(3)(3)
Total other comprehensive (loss) income, net(74)(39)(161)56
Comprehensive income$2,862$2,362$8,855$7,379

See notes to condensed consolidated financial statements.

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ORACLE CORPORATION

CONDENSED CONSOLIDATED STATEMEN****TS OF STOCKHOLDERS’ EQUITY

For the Three and Nine Months Ended February 28, 2025 and February 29, 2024

(Unaudited)

Three Months EndedNine Months Ended
(in millions, except per share data)February 28, 2025February 29, 2024February 28, 2025February 29, 2024
Common stock and additional paid in capital
Balance, beginning of period$34,310$30,724$32,764$30,215
Common stock issued21328520454
Stock-based compensation1,1981,0483,3742,927
Repurchases of common stock(10)(46)(34)(103)
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards(1)(132)(900)(1,865)
Other, net(19)—(33)(6)
Balance, end of period$35,691$31,622$35,691$31,622
Accumulated deficit
Balance, beginning of period$(19,045)$(25,431)$(22,628)$(27,620)
Repurchases of common stock(140)(404)(416)(947)
Cash dividends declared(1,119)(1,099)(3,340)(3,289)
Net income2,9362,4019,0167,323
Balance, end of period$(17,368)$(24,533)$(17,368)$(24,533)
Other stockholders’ equity, net
Balance, beginning of period$(1,029)$(915)$(897)$(1,039)
Other comprehensive (loss) income, net(74)(39)(161)56
Other, net4147(4)76
Balance, end of period$(1,062)$(907)$(1,062)$(907)
Total stockholders’ equity$17,261$6,182$17,261$6,182
Cash dividends declared per common share$0.40$0.40$1.20$1.20

See notes to condensed consolidated financial statements.

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ORACLE CORPORATION

CONDENSED CONSOLIDATED S****TATEMENTS OF CASH FLOWS

For the Nine Months Ended February 28, 2025 and February 29, 2024

(Unaudited)

Nine Months Ended
(in millions)February 28, 2025February 29, 2024
Cash flows from operating activities:
Net income$9,016$7,323
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation2,7152,318
Amortization of intangible assets1,7632,267
Deferred income taxes(1,097)(1,755)
Stock-based compensation3,3742,927
Other, net422631
Changes in operating assets and liabilities:
Increase in trade receivables, net(312)(409)
Decrease in prepaid expenses and other assets603457
Decrease in accounts payable and other liabilities(633)(682)
Decrease in income taxes payable(1,222)(788)
Increase in deferred revenues35303
Net cash provided by operating activities14,66412,592
Cash flows from investing activities:
Purchases of marketable securities and other investments(838)(674)
Proceeds from sales and maturities of marketable securities and other investments444207
Acquisitions, net of cash acquired—(59)
Capital expenditures(12,135)(4,068)
Net cash used for investing activities(12,529)(4,594)
Cash flows from financing activities:
Payments for repurchases of common stock(450)(1,050)
Proceeds from issuances of common stock520454
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards(900)(1,865)
Payments of dividends to stockholders(3,340)(3,289)
(Repayments of) proceeds from issuances of commercial paper, net(396)936
Proceeds from issuances of senior notes and term loan credit agreements, net of issuance costs19,548—
Repayments of senior notes and term loan credit agreements(9,771)(3,500)
Other, net(299)34
Net cash provided by (used for) financing activities4,912(8,280)
Effect of exchange rate changes on cash and cash equivalents(95)(2)
Net increase (decrease) in cash and cash equivalents6,952(284)
Cash and cash equivalents at beginning of period10,4549,765
Cash and cash equivalents at end of period$17,406$9,481
Non-cash investing activities:
Unpaid capital expenditures$1,846$941

See notes to condensed consolidated financial statements.

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ORACLE CORPORATION

NOTES TO CONDENSED CONSOLID****ATED FINANCIAL STATEMENTS

February 28, 2025

(Unaudited)

1.

BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER

Basis of Presentation

We have prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures herein are adequate to ensure the information presented is not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.

We believe that all necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying financial statements to present fairly the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year ending May 31, 2025.

There have been no changes to our significant accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024 that had a significant impact on our condensed consolidated financial statements or notes thereto as of and for the nine months ended February 28, 2025.

Use of Estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC), and we consider various staff accounting bulletins and other applicable guidance issued by the SEC. These accounting principles require 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 consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result.

During the first quarter of fiscal 2025, we completed an assessment of the useful lives of our servers and networking equipment and increased the estimate of the useful lives from five years to six years, effective at the beginning of fiscal 2025. Based on the carrying value of our servers and networking equipment as of May 31, 2024, this change in accounting estimate decreased our total operating expenses by $181 million and increased our net income by $136 million, or $0.05 per both basic and diluted share, for the third quarter of fiscal 2025 and decreased our total operating expenses by $567 million and increased our net income by $442 million, or $0.16 per basic and $0.15 per diluted share, for the first nine months of fiscal 2025.

Cash, Cash Equivalents and Restricted Cash

Restricted cash that was included within cash and cash equivalents as presented within our condensed consolidated balance sheets as of February 28, 2025 and May 31, 2024 and our condensed consolidated statements of cash flows for the nine months ended February 28, 2025 and February 29, 2024 was immaterial.

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ORACLE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

February 28, 2025

(Unaudited)

Remaining Performance Obligations from Contracts with Customers

Trade receivables, net of allowance for credit losses, and deferred revenues are reported net of related uncollected deferred revenues in our condensed consolidated balance sheets as of February 28, 2025 and May 31, 2024. The revenues recognized during the nine months ended February 28, 2025 and February 29, 2024 that were included in the opening deferred revenues balances as of May 31, 2024 and 2023 were approximately $8.6 billion and $8.5 billion, respectively. Revenues recognized from performance obligations satisfied in prior periods and impairment losses recognized on our receivables were immaterial in each of the three and nine months ended February 28, 2025 and February 29, 2024, respectively.

Remaining performance obligations, as defined in Note 1 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024, were $130.2 billion as of February 28, 2025, of which we expect to recognize approximately 31% as revenues over the next twelve months, 40% over the subsequent month 13 to month 36, 25% over the subsequent month 37 to month 60 and the remainder thereafter.

Sales of Financing Receivables

We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. Financing receivables sold to financial institutions were $306 million and $1.2 billion for the three and nine months ended February 28, 2025, respectively, and $269 million and $1.1 billion for the three and nine months ended February 29, 2024, respectively.

Non-Marketable Investments

As of each of February 28, 2025 and May 31, 2024, our non-marketable debt investments and equity securities and related instruments totaled $2.0 billion, and are included in other non-current assets in the accompanying condensed consolidated balance sheets and are subject to periodic credit losses and impairment reviews. Certain of these non-marketable equity securities and related instruments are adjusted for observable price changes from orderly transactions. The majority of the non-marketable investments held as of these dates were with Ampere Computing Holdings LLC (Ampere), a related party entity in which we have an ownership interest of approximately 29% as of February 28, 2025. We follow the equity method of accounting for our investment in Ampere and our share of loss under the equity method of accounting is recorded in the non-operating (expenses) income, net line item in our condensed consolidated statements of operations. We also have convertible debt investments in Ampere which, under the terms of an agreement with Ampere and other co-investors, will mature in June 2026 and are convertible into equity securities at the holder’s option under certain circumstances. During the nine months ended February 28, 2025, we invested an aggregate of $225 million in convertible debt instruments issued by Ampere. The total carrying value of our investments in Ampere after accounting for losses under the equity method of accounting was $1.5 billion as of February 28, 2025. In accordance with the terms of an agreement with other co-investors, we are also a counterparty to certain put (exercisable by a co-investor) and call (exercisable by Oracle) options at prices of approximately $450 million to $1.5 billion, respectively, to acquire additional equity interests in Ampere from our co-investors through January 2027. If either of such options is exercised by us or our co-investors, we would obtain control of Ampere and consolidate its results with our results of operations. Ampere has historically generated net losses.

Leases

We have operating and finance leases that primarily relate to certain of our data centers and facilities. Right-of-Use (ROU) assets related to our operating leases, which are included in other non-current assets in our condensed

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ORACLE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

February 28, 2025

(Unaudited)

consolidated balance sheets, were $11.7 billion and $7.3 billion as of February 28, 2025 and May 31, 2024, respectively, and ROU assets related to our finance leases, which are included in property, plant and equipment, net in our condensed consolidated balance sheets, were $894 million as of February 28, 2025 (and none as of May 31, 2024). Lease liabilities are included in other current liabilities and other non-current liabilities in our condensed consolidated balance sheets. Total operating lease liabilities were $12.0 billion and $7.5 billion as of February 28, 2025 and May 31, 2024, respectively, and total finance lease liabilities were $900 million as of February 28, 2025 (and none as of May 31, 2024).

Total operating and finance lease expenses were $454 million and $324 million for the three months ended February 28, 2025 and February 29, 2024, respectively, and $1.2 billion and $840 million for the nine months ended February 28, 2025 and February 29, 2024, respectively.

Operating lease payments and interest payments on finance leases were $1.2 billion and $839 million for the nine months ended February 28, 2025 and February 29, 2024, respectively.

As of February 28, 2025, we had $48.4 billion of additional lease commitments, primarily for data centers, that are generally expected to commence between fiscal 2025 and fiscal 2027 and for terms of ten to fifteen years that were not reflected on our condensed consolidated balance sheets as of February 28, 2025.

Acquisition Related and Other Expenses

Acquisition related and other expenses primarily 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 EndedNine Months Ended
(in millions)February 28, 2025February 29, 2024February 28, 2025February 29, 2024
Transitional and other employee related costs$—$5$3$17
Business combination adjustments, net14(4)17
Other, net2714673180
Total acquisition related and other expenses$28$155$72$214

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 losses related to marketable and non-marketable investments, including losses attributable to equity method investments (primarily Ampere) 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.

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ORACLE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

February 28, 2025

(Unaudited)

Three Months EndedNine Months Ended
(in millions)February 28, 2025February 29, 2024February 28, 2025February 29, 2024
Interest income$135$111$418$380
Foreign currency losses, net(37)(59)(96)(172)
Noncontrolling interests in income(48)(51)(138)(130)
Losses from marketable and non-marketable investments, net(59)(94)(236)(290)
Other (expenses) income, net(9)8491140
Total non-operating (expenses) income, net$(18)$(9)$39$(72)

Recent Accounting Pronouncements

Segment Reporting**:** In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which enhances the disclosures required for operating segments in our annual and interim consolidated financial statements. ASU 2023-07 is effective for us for our annual reporting for fiscal 2025 and for interim period reporting beginning in fiscal 2026 on a retrospective basis. Early adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2023-07 on our consolidated financial statements.

Income Taxes**:** In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which enhances the disclosures required for income taxes in our annual consolidated financial statements. ASU 2023-09 is effective for us for our annual reporting for fiscal 2026 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact of our pending adoption of ASU 2023-09 on our consolidated financial statements.

Income Statement**:** In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03) and also issued subsequent guidance clarifying the effective date of the initial guidance (collectively Subtopic 220-40), which enhances the disclosures required for expense disaggregation in our annual and interim consolidated financial statements. This guidance is effective for us for our annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact of our pending adoption of Subtopic 220-40 on our consolidated financial statements.

2.

FAIR VALUE MEASUREMENTS

We perform fair value measurements in accordance with FASB ASC 820, Fair Value Measurement (ASC 820). ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at their fair values, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions and risk of nonperformance.

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ORACLE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

February 28, 2025

(Unaudited)

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or a liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value:

Level 1: quoted prices in active markets for identical assets or liabilities;

Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Our assets and liabilities measured at fair value on a recurring basis consisted of the following (Level 1 and Level 2 inputs are defined above):

February 28, 2025May 31, 2024
Fair Value Measurements Using Input TypesFair Value Measurements Using Input Types
(in millions)Level 1Level 2TotalLevel 1Level 2Total
Assets:
Money market funds$9,927$—$9,927$2,620$—$2,620
Time deposits and other5051256248262310
Derivative financial instruments—7272—179179
Total assets$9,977$584$10,561$2,668$441$3,109
Liabilities:
Derivative financial instruments$—$93$93$—$96$96

Our cash equivalents and marketable securities investments consist of money market funds, time deposits and marketable equity securities. Marketable securities as presented per our condensed consolidated balance sheets included debt securities with original maturities at the time of purchase greater than three months and the remainder of the debt securities were included in cash and cash equivalents. We classify our marketable debt securities as available-for-sale debt securities at the time of purchase and reevaluate such classification as of each balance sheet date. As of February 28, 2025 and May 31, 2024, all of our marketable debt securities investments mature within one year. Our valuation techniques used to measure the fair values of our instruments that were classified as Level 1 in the table above were derived from quoted market prices and active markets for these instruments that exist. Our valuation techniques used to measure the fair values of Level 2 instruments listed in the table above were derived from the following: non-binding market consensus prices that were corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data including reference rate yield curves, among others.

Based on the trading prices of the $96.3 billion and $86.5 billion of senior notes and other long-term borrowings and the related fair value hedges that we had outstanding as of February 28, 2025 and May 31, 2024, respectively, the estimated fair values of the senior notes and other long-term borrowings and the related fair value hedges using Level 2 inputs at February 28, 2025 and May 31, 2024 were $88.8 billion and $77.2 billion, respectively.

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ORACLE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

February 28, 2025

(Unaudited)

3.

NOTES PAYABLE AND OTHER BORROWINGS

Senior Notes

In the first nine months of fiscal 2025, we issued $14.0 billion, par value, of senior notes comprised of the following:

February 28, 2025
(Dollars in millions)Date of IssuanceAmountEffective Interest Rate
Fixed-rate senior notes:
$1,500, 4.80%, due August 2028February 2025$1,5004.94%
$1,500, 4.20%, due September 2029September 20241,5004.27%
$1,250, 5.25%, due February 2032February 20251,2505.36%
$1,750, 4.70%, due September 2034September 20241,7504.77%
$1,750, 5.50%, due August 2035February 20251,7505.55%
$1,750, 5.375%, due September 2054September 20241,7505.43%
$1,750, 6.00%, due August 2055February 20251,7506.04%
$1,250, 5.50%, due September 2064September 20241,2505.55%
$1,000, 6.125%, due August 2065February 20251,0006.17%
Floating-rate senior notes:
$500, Compounded SOFR plus 0.76%, due August 2028February 20255005.28%
Total senior notes$14,000
Unamortized discount/issuance costs(77)
Total senior notes, net$13,923

We issued the senior notes to repay all or a portion of senior notes due between November 2024 and July 2026, and to pay accrued interest and any related premiums, fees and expenses in connection therewith; to make scheduled payments of principal and interest on borrowings under a term loan credit agreement executed in June 2024; to repay all or a portion of commercial paper notes outstanding; and to use any remaining net proceeds from the borrowing for general corporate purposes, which may include stock repurchases, payment of cash dividends on our common stock, repayment of other indebtedness and future acquisitions. The interest is payable semi-annually for the fixed-rate senior notes and quarterly for the floating-rate senior notes. We may redeem some or all of the fixed-rate senior notes of each series prior to their maturity, subject to certain restrictions, and the payment of an applicable make-whole premium in certain instances.

The senior notes rank pari passu with any other existing and future unsecured and unsubordinated indebtedness of Oracle. All existing and future indebtedness and liabilities of the subsidiaries of Oracle are or will be effectively senior to the senior notes. We were in compliance with all senior notes-related covenants as of February 28, 2025. The material terms and conditions of the senior notes are set forth in, and the foregoing description of the senior notes is qualified in its entirety by reference to, the Officers’ Certificates filed as Exhibit 4.1 to Oracle’s Current Report on Form 8-K filed on September 27, 2024 and filed herewith as Exhibit 4.01 and incorporated by reference herein.

There have been no other significant changes in our notes payable or other borrowing arrangements that were disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.

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ORACLE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

February 28, 2025

(Unaudited)

4.

RESTRUCTURING ACTIVITIES

Fiscal 2024 Oracle Restructuring Plan

During fiscal 2024, our management approved, committed to and initiated plans to restructure and further improve efficiencies in our operations due to our acquisitions and certain other operational activities (2024 Restructuring Plan). In the first nine months of fiscal 2025, our management supplemented the 2024 Restructuring Plan to reflect additional actions that we expect to take. The total estimated restructuring costs associated with the 2024 Restructuring Plan are up to $679 million and will be recorded to the restructuring expense line item within our condensed consolidated statements of operations as they are incurred through the end of the plan. We recorded $227 million and $336 million of restructuring expenses in connection with the 2024 Restructuring Plan during the nine months ended February 28, 2025 and February 29, 2024, respectively. Any changes to the estimates of executing the 2024 Restructuring Plan will be reflected in our future results of operations.

Summary of All Plans

AccruedNine Months Ended February 28, 2025AccruedTotal CostsTotal Expected
(in millions)May 31, 2024**(2)**Initial Costs**(3)**Adj. to Cost**(4)**Cash PaymentsOthers**(5)**February 28, 2025**(2)**Accrued to DateProgram Costs
2024 Restructuring Plan(1)
Cloud and license$87$78$(4)$(90)$(2)$69$269$273
Hardware47—(6)—51620
Services1229—(19)—227477
Other49118(1)(110)—56300309
Total 2024 Restructuring Plan$152$232$(5)$(225)$(2)$152$659$679
Total other restructuring plans(6)$84$—$(7)$(24)$(1)$52
Total restructuring plans$236$232$(12)$(249)$(3)$204

(1)

Restructuring costs recorded to each of the operating segments presented primarily related to employee severance costs. Other restructuring costs represented employee severance costs not related to our operating segments and certain other restructuring plan costs.

(2)

As of February 28, 2025 and May 31, 2024, substantially all restructuring liabilities have been recorded in other current liabilities within our condensed consolidated balance sheets.

(3)

Costs recorded for the respective restructuring plans during the period presented.

(4)

All plan adjustments were changes in estimates whereby increases and decreases in costs were generally recorded to operating expenses in the period of adjustments.

(5)

Represents foreign currency translation and certain other non-cash adjustments.

(6)

Other restructuring plans presented in the tables above included condensed information for other Oracle based plans and other plans associated with certain of our acquisitions whereby we continued to make cash outlays to settle obligations under these plans during the periods presented but for which the periodic impact to our condensed consolidated statements of operations was not significant.

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5.

DEFERRED REVENUES

Deferred revenues consisted of the following:

(in millions)February 28, 2025May 31, 2024
Cloud services and license support$8,048$8,203
Hardware559546
Services372512
Cloud license and on-premise license4052
Deferred revenues, current9,0199,313
Deferred revenues, non-current (in other non-current liabilities)1,3491,233
Total deferred revenues$10,368$10,546

Deferred cloud services and license support revenues and deferred hardware revenues substantially represent customer payments made in advance for cloud or support contracts that are typically billed in advance with corresponding revenues generally being recognized ratably or based upon customer usage over the respective contractual periods. Deferred services revenues include prepayments for our services business and revenues for these services are generally recognized as the services are performed. Deferred cloud license and on-premise license revenues typically resulted from customer payments that related to undelivered products and services or specified enhancements.

6.

STOCKHOLDERS’ EQUITY

Common Stock Repurchases

Our Board of Directors has approved a program for us to repurchase shares of our common stock. As of February 28, 2025, approximately $6.5 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 2.9 million shares for $450 million during the nine months ended February 28, 2025 and 9.4 million shares for $1.1 billion during the nine months ended February 29, 2024 under the 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 trading plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.

Dividends on Common Stock

In March 2025, our Board of Directors declared a quarterly cash dividend of $0.50 per share of our outstanding common stock, an increase of $0.10 per share over the dividend declared in December 2024. The dividend is payable on April 23, 2025 to stockholders of record as of the close of business on April 10, 2025. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors.

Fiscal 2025 Stock‑Based Awards Activity and Compensation Expense

During the first nine months of fiscal 2025, we issued 35 million restricted stock-based units (RSUs), substantially all of which were part of our annual stock-based award process and are subject to service-based vesting restrictions.

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These fiscal 2025 stock-based award issuances were partially offset by stock-based award forfeitures and cancellations of 5 million shares during the first nine months of fiscal 2025.

The RSUs that were granted during the nine months ended February 28, 2025 have substantially similar vesting restrictions and contractual lives and were valued using methodologies of a similar nature as those described in Note 12 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.

Stock-based compensation expense is included in the following operating expense line items in our condensed consolidated statements of operations:

Three Months EndedNine Months Ended
(in millions)February 28, 2025February 29, 2024February 28, 2025February 29, 2024
Cloud services and license support$160$138$459$386
Hardware862117
Services5445150123
Sales and marketing200179556488
Research and development6755841,9021,642
General and administrative10196286271
Total stock-based compensation$1,198$1,048$3,374$2,927

7.

INCOME TAXES

Our effective tax rates for each of the periods presented are the result of the mix of income earned and losses incurred in various tax jurisdictions that apply a broad range of income tax rates. Our provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate for the periods presented primarily due to earnings in foreign operations, state taxes, the U.S. research and development tax credit, settlements with tax authorities, the tax effects of stock-based compensation, the Foreign Derived Intangible Income deduction and the tax effect of Global Intangible Low-Taxed Income. Our effective tax rates were 14.9% and 9.9% for the three and nine months ended February 28, 2025, respectively, and 16.2% and 8.0% for the three and nine months ended February 29, 2024, respectively.

Our net deferred tax assets were $9.6 billion and $8.6 billion as of February 28, 2025 and May 31, 2024, respectively. We believe that it is more likely than not that the net deferred tax assets will be realized in the foreseeable future. Realization of our net deferred tax assets is dependent upon our generation of sufficient taxable income in future years in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences, net operating loss carryforwards and tax credit carryforwards. The amount of net deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change.

Domestically, U.S. federal and state taxing authorities are currently examining income tax returns of Oracle and various acquired entities for years through fiscal 2022. Our U.S. federal income tax returns have been examined for all years prior to fiscal 2013 and, with some exceptions, we are no longer subject to audit for those periods. Our U.S. state income tax returns, with some exceptions, have been examined for all years prior to fiscal 2010, and we are no longer subject to audit for those periods.

Internationally, tax authorities for numerous non-U.S. jurisdictions are also examining or have examined returns of Oracle and various acquired entities for years through fiscal 2024. Many of the relevant tax years are at an advanced stage in examination or subsequent controversy resolution processes. With some exceptions, we are generally no longer subject to tax examinations in non-U.S. jurisdictions for years prior to fiscal 2001.

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We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax and indirect tax matters and are involved in various challenges and litigation in a number of countries, including, in particular, Australia, Brazil, Canada, Egypt, India, Indonesia, Israel, Italy, Pakistan, Saudi Arabia, South Korea and Spain, where the amounts under controversy are significant. In some, although not all, cases, we have reserved for potential adjustments to our provision for income taxes and accrual of indirect taxes that may result from examinations by, or any negotiated agreements with, these tax authorities or final outcomes in judicial proceedings and we believe that the final outcome of these examinations, agreements or judicial proceedings will not have a material effect on our results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of benefits in the period we determine the liabilities are no longer necessary. If our estimates of the federal, state and foreign income tax liabilities and indirect tax liabilities are less than the ultimate assessment, it could result in a further charge to expense.

We believe that we have adequately provided under GAAP for outcomes related to our tax audits. However, there can be no assurances as to the possible outcomes or any related financial statement effect thereof.

8.

SEGMENT INFORMATION

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision makers (CODMs) are our Chief Executive Officer and Chief Technology Officer. We are organized by line of business and geographically. While our CODMs evaluate results in a number of different ways, the line of business management structure is the primary basis for which the allocation of resources and financial results are assessed. The tabular information below presents financial information that is provided to our CODMs for their review and assists our CODMs with evaluating the company’s performance and allocating company resources.

We have three businesses—cloud and license, hardware and services—each of which is comprised of a single operating segment. All three of our businesses market and sell our offerings globally to businesses of many sizes, government agencies, educational institutions and resellers with a worldwide sales force positioned to offer the combinations that best meet customer needs.

Our cloud and license business engages in the sale, marketing and delivery of our enterprise applications and infrastructure technologies through cloud and on-premise deployment models including our cloud services and license support offerings; and our cloud license and on-premise license offerings. Cloud services and license support revenues are generated from offerings that are typically contracted with customers directly, billed to customers in advance, delivered to customers over time with our revenue recognition occurring over the contractual terms and renewed by customers upon completion of the contractual terms. Cloud services and license support contracts provide customers with access to the latest updates to the applications and infrastructure technologies as they become available and for which the customer contracted and also include related technical support services over the contractual term. 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 information technology (IT) environments. We generally recognize revenues at the point in time the software is made available to the customer to download and use, which typically is immediate upon signature of the license contract. In each fiscal year, our cloud and license business’ contractual activities are typically highest in our fourth fiscal quarter and the related cash flows are typically highest in the following quarter (i.e., in the first fiscal quarter of the next fiscal year) as we receive payments from these contracts.

Our hardware business provides infrastructure technologies including Oracle Engineered Systems, servers, storage, industry-specific hardware, operating systems, virtualization, management and other hardware-related software to support diverse IT environments. Our hardware business also offers hardware support, which provides customers

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with software updates for the software components that are essential to the functionality of their hardware products and can also include product repairs, maintenance services and technical support services that are typically delivered and recognized ratably over the contractual term.

Our services business provides services to customers and partners to help maximize the performance of their investments in Oracle applications and infrastructure technologies.

We do not track our assets for each business. Consequently, it is not practical to show assets by operating segment.

The following table presents summary results for each of our three businesses:

Three Months EndedNine Months Ended
(in millions)February 28, 2025February 29, 2024February 28, 2025February 29, 2024
Cloud and license:
Revenues$12,136$11,219$35,525$32,392
Cloud services and license support expenses2,6902,2887,6676,433
Sales and marketing expenses1,8171,7585,4775,339
Margin(1)$7,629$7,173$22,381$20,620
Hardware:
Revenues$703$754$2,086$2,224
Hardware products and support expenses187208499623
Sales and marketing expenses6672201220
Margin(1)$450$474$1,386$1,381
Services:
Revenues$1,291$1,307$3,885$4,058
Services expenses1,0291,1203,1743,431
Margin(1)$262$187$711$627
Totals:
Revenues$14,130$13,280$41,496$38,674
Expenses5,7895,44617,01816,046
Margin(1)$8,341$7,834$24,478$22,628

(1)

The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating (expenses) income, net. Refer to the table below for a reconciliation of our total margin for operating segments to our income before income taxes as reported per our condensed consolidated statements of operations.

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The following table reconciles total margin for operating segments to income before income taxes:

Three Months EndedNine Months Ended
(in millions)February 28, 2025February 29, 2024February 28, 2025February 29, 2024
Total margin for operating segments$8,341$7,834$24,478$22,628
Research and development(2,429)(2,248)(7,206)(6,689)
General and administrative(390)(377)(1,135)(1,146)
Amortization of intangible assets(548)(749)(1,763)(2,267)
Acquisition related and other(28)(155)(72)(214)
Restructuring(63)(90)(220)(311)
Stock-based compensation for operating segments(422)(368)(1,186)(1,014)
Expense allocations and other, net(103)(97)(327)(320)
Interest expense(892)(876)(2,600)(2,636)
Non-operating (expenses) income, net(18)(9)39(72)
Income before income taxes$3,448$2,865$10,008$7,959

Disaggregation of Revenues

We have considered information that is regularly reviewed by our CODMs in evaluating financial performance and disclosures presented outside of our financial statements in our earnings releases and used in investor presentations to disaggregate revenues to depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. The principal category we use to disaggregate revenues is the nature of our products and services as presented in our condensed consolidated statements of operations.

The following table is a summary of our total revenues by geographic region:

Three Months EndedNine Months Ended
(in millions)February 28, 2025February 29, 2024February 28, 2025February 29, 2024
Americas$9,000$8,270$26,305$24,177
EMEA(1)3,4213,31610,0299,491
Asia Pacific1,7091,6945,1625,006
Total revenues$14,130$13,280$41,496$38,674

(1)

Comprised of Europe, the Middle East and Africa

The following table presents our cloud services and license support revenues by offerings:

Three Months EndedNine Months Ended
(in millions)February 28, 2025February 29, 2024February 28, 2025February 29, 2024
Cloud services$6,210$5,054$17,769$14,464
License support4,7974,90914,56214,685
Total cloud services and license support revenues$11,007$9,963$32,331$29,149

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The following table presents our cloud services and license support revenues by applications and infrastructure ecosystems:

Three Months EndedNine Months Ended
(in millions)February 28, 2025February 29, 2024February 28, 2025February 29, 2024
Applications cloud services and license support$4,811$4,584$14,363$13,529
Infrastructure cloud services and license support6,1965,37917,96815,620
Total cloud services and license support revenues$11,007$9,963$32,331$29,149

9.

EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock-based awards, stock options and shares issuable under the employee stock purchase plan as applicable pursuant to the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share:

Three Months EndedNine Months Ended
(in millions, except per share data)February 28, 2025February 29, 2024February 28, 2025February 29, 2024
Net income$2,936$2,401$9,016$7,323
Weighted-average common shares outstanding2,7992,7482,7832,741
Dilutive effect of employee stock plans75718279
Dilutive weighted-average common shares outstanding2,8742,8192,8652,820
Basic earnings per share$1.05$0.87$3.24$2.67
Diluted earnings per share$1.02$0.85$3.15$2.60
Anti-dilutive stock awards excluded from calculation(1)22272327

(1)

These stock awards primarily relate to contingently issuable shares pursuant to performance stock option arrangements. Such shares could be dilutive in the future.

10.

LEGAL PROCEEDINGS

Derivative Litigation Concerning Oracle’s NetSuite Acquisition

On May 3 and July 18, 2017, two alleged stockholders filed separate derivative lawsuits in the Court of Chancery of the State of Delaware, purportedly on Oracle’s behalf. Thereafter, the court consolidated the two derivative cases and designated the July 18, 2017 complaint as the operative complaint. The consolidated lawsuit was brought against all the then-current members and one former member of our Board of Directors, and Oracle as a nominal defendant. Plaintiffs alleged that the defendants breached their fiduciary duties by causing Oracle to agree to purchase NetSuite Inc. at an excessive price. The complaint, which was amended several times, sought declaratory relief, unspecified monetary damages (including interest) and attorneys’ fees and costs.

After various proceedings, the case proceeded to trial on July 18, 2022, and on May 12, 2023, the court issued its trial ruling, rejecting plaintiffs’ claims and finding for the two remaining defendants: our Chief Executive Officer and our Chief Technology Officer. Plaintiffs appealed, and on January 21, 2025, the Supreme Court of Delaware, sitting en banc, affirmed the trial court’s opinion in favor of defendants. This matter is now concluded.

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Netherlands Privacy Class Action

On August 14, 2020, The Privacy Collective (TPC), a foundation having its registered office in Amsterdam, filed a purported class action lawsuit against Oracle Nederland B.V, Oracle Corporation and Oracle America, Inc. (the Oracle Defendants), Salesforce.com, Inc. and SFDC Netherlands B.V. in the District Court of Amsterdam. TPC alleges that the Oracle Defendants’ Data Management Platform product violates certain articles of the EU Charter of Fundamental Rights, the General Data Protection Regulation (GDPR) and the Dutch Telecommunications Act (Telecommunicatiewet). TPC claims damages under a number of categories, including: “immaterial damages” (at a fixed amount of €500 per Dutch internet user); “material damages” (in that the costs of loss of control over personal data should be equated to the market value of the personal data for parties like the Oracle Defendants); compensation for losses suffered due to an alleged data breach (at a fixed amount of €100 per Dutch internet user); and compensation for the costs of the litigation funder (10% to 25% of the compensation awarded); and the (actual) cost of the proceedings and extrajudicial costs.

We filed our defense on March 3, 2021, and on December 29, 2021, the District Court issued a judgment, holding that all of TPC’s claims were deemed inadmissible because of fundamental procedural flaws. TPC filed an appeal with the Court of Appeal in Amsterdam challenging the District Court’s judgment, except for the claims regarding the alleged data breach, which were dropped. On June 18, 2024, the Court of Appeal overturned the District Court’s decision regarding admissibility, thus permitting the case to proceed. We requested that the Court of Appeal permit an interim appeal to the Dutch Supreme Court and/or the European Court of Justice. On September 24, 2024, the Court of Appeal issued a judgment confirming that TPC’s claims are admissible and referred the matter back to the District Court of Amsterdam for a decision on the merits of TPC’s claims, including TPC’s claims for damages under article 82 of the GDPR. The Court of Appeal also granted Oracle’s request for an interim appeal to the Supreme Court, appealing the June 18 and the September 24, 2024, judgments.

Oracle filed its statement of appeal with the Dutch Supreme Court on December 20, 2024, and TPC appeared in the proceedings on January 31, 2025. The filing of the Supreme Court appeal effectively suspended proceedings before the District Court pursuant to applicable procedural rules. TPC filed its statement of defense in response to our Supreme Court appeal and a counter appeal on February 27, 2025. The appeal has been stayed until March 28, 2025 to allow Oracle to submit a statement of defense to the counter appeal.

We believe that we have meritorious defenses against this action, including defenses to the quantum of damages claimed, and we will continue to vigorously defend it.

While the final outcome of this matter cannot be predicted with certainty and we cannot estimate a range of loss at this time, we do not believe that it will have a material impact on our financial position or results of operations.

Other Litigation

We are party to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, including proceedings and claims that relate to acquisitions we have completed or to companies we have acquired or are attempting to acquire. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized, if any.

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