DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 9 Months Ended | |
Feb. 28, 2019 | Mar. 13, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Feb. 28, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Trading Symbol | ORCL | |
Entity Registrant Name | Oracle Corporation | |
Entity Central Index Key | 0001341439 | |
Current Fiscal Year End Date | --05-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 3,417,654,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Feb. 28, 2019 | May 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 14,720 | $ 21,620 |
Marketable securities | 25,310 | 45,641 |
Trade receivables, net of allowances for doubtful accounts of $351 and $370 as of February 28, 2019 and May 31, 2018, respectively | 3,993 | 5,136 |
Prepaid expenses and other current assets | 3,594 | 3,762 |
Total current assets | 47,617 | 76,159 |
Non-current assets: | ||
Property, plant and equipment, net | 6,197 | 5,897 |
Intangible assets, net | 5,678 | 6,670 |
Goodwill, net | 43,776 | 43,755 |
Deferred tax assets | 2,033 | 1,395 |
Other non-current assets | 4,137 | 3,975 |
Total non-current assets | 61,821 | 61,692 |
Total assets | 109,438 | 137,851 |
Current liabilities: | ||
Notes payable and other borrowings, current | 4,487 | 4,491 |
Accounts payable | 603 | 529 |
Accrued compensation and related benefits | 1,258 | 1,806 |
Deferred revenues | 8,007 | 8,341 |
Other current liabilities | 3,631 | 3,957 |
Total current liabilities | 17,986 | 19,124 |
Non-current liabilities: | ||
Notes payable and other borrowings, non-current | 51,672 | 56,128 |
Income taxes payable | 13,208 | 13,429 |
Other non-current liabilities | 2,334 | 2,297 |
Total non-current liabilities | 67,214 | 71,854 |
Commitments and contingencies | 0 | |
Oracle Corporation stockholders’ equity: | ||
Preferred stock, $0.01 par value—authorized: 1.0 shares; outstanding: none | 0 | 0 |
Common stock, $0.01 par value and additional paid in capital—authorized: 11,000 shares; outstanding: 3,443 shares and 3,997 shares as of February 28, 2019 and May 31, 2018, respectively | 26,732 | 28,950 |
(Accumulated deficit) retained earnings | (1,284) | 19,111 |
Accumulated other comprehensive loss | (1,734) | (1,689) |
Total Oracle Corporation stockholders’ equity | 23,714 | 46,372 |
Noncontrolling interests | 524 | 501 |
Total equity | 24,238 | 46,873 |
Total liabilities and equity | $ 109,438 | $ 137,851 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICAL - USD ($) $ in Millions | Feb. 28, 2019 | May 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 351 | $ 370 |
Preferred stock par value per share | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value per share | $ 0.01 | $ 0.01 |
Common stock shares authorized | 11,000,000,000 | 11,000,000,000 |
Common stock shares outstanding | 3,443,000,000 | 3,997,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | ||
Revenues: | |||||
Cloud services and license support | $ 6,662 | $ 6,587 | $ 19,908 | $ 19,454 | |
Cloud license and on-premise license | 1,251 | 1,299 | 3,334 | 3,525 | |
Hardware | 915 | 994 | 2,711 | 2,878 | |
Services | 786 | 796 | 2,416 | 2,512 | |
Total revenues | 9,614 | 9,676 | 28,369 | 28,369 | |
Operating expenses: | |||||
Cloud services and license support | [1] | 937 | 894 | 2,807 | 2,645 |
Hardware | [1] | 339 | 393 | 998 | 1,116 |
Services | [1] | 700 | 709 | 2,127 | 2,126 |
Sales and marketing | [1] | 2,051 | 2,042 | 6,191 | 6,118 |
Research and development | 1,426 | 1,496 | 4,464 | 4,541 | |
General and administrative | 316 | 339 | 935 | 977 | |
Amortization of intangible assets | 407 | 394 | 1,265 | 1,205 | |
Acquisition related and other | (4) | 3 | 29 | 32 | |
Restructuring | 43 | 91 | 275 | 506 | |
Total operating expenses | 6,215 | 6,361 | 19,091 | 19,266 | |
Operating income | 3,399 | 3,315 | 9,278 | 9,103 | |
Interest expense | (509) | (533) | (1,557) | (1,477) | |
Non-operating income, net | 198 | 409 | 681 | 891 | |
Income before provision for income taxes | 3,088 | 3,191 | 8,402 | 8,517 | |
Provision for income taxes | 343 | 7,238 | 1,059 | 8,206 | |
Net income (loss) | $ 2,745 | $ (4,047) | $ 7,343 | $ 311 | |
Earnings (loss) per share: | |||||
Basic | $ 0.78 | $ (0.98) | $ 1.98 | $ 0.07 | |
Diluted | $ 0.76 | $ (0.98) | $ 1.93 | $ 0.07 | |
Weighted average common shares outstanding: | |||||
Basic | 3,526 | 4,122 | 3,716 | 4,146 | |
Diluted | 3,617 | 4,122 | 3,811 | 4,268 | |
[1] | Exclusive of amortization of intangible assets, which is shown separately. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 2,745 | $ (4,047) | $ 7,343 | $ 311 |
Other comprehensive income (loss), net of tax: | ||||
Net foreign currency translation gains (losses) | 10 | 43 | (148) | 51 |
Net unrealized gains on defined benefit plans | 6 | 8 | 19 | 26 |
Net unrealized gains (losses) on marketable securities | 233 | (439) | 120 | (567) |
Net unrealized (losses) gains on cash flow hedges | (18) | 6 | (36) | 19 |
Total other comprehensive income (loss), net | 231 | (382) | (45) | (471) |
Comprehensive income (loss) | $ 2,976 | $ (4,429) | $ 7,298 | $ (160) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total | Common Stock and Additional Paid in Capital | (Accumulated deficit) Retained Earnings | Other Equity, Net |
Balance, beginning of period at May. 31, 2017 | $ 27,065 | $ 28,535 | $ (470) | |
Cumulative-effect of accounting change | 0 | |||
Other comprehensive income (loss), net | $ (471) | (471) | ||
Common stock issued | 2,116 | |||
Stock-based compensation | 1,211 | |||
Repurchase of common stock | (6,500) | (884) | (5,617) | |
Cash dividends declared | (2,362) | |||
Net income (loss) | 311 | |||
Other, net | (460) | 0 | 97 | |
Balance, end of period at Feb. 28, 2018 | $ 49,071 | 29,048 | 20,867 | (844) |
Cash dividends declared per common share | $ 0.57 | |||
Balance, beginning of period at Nov. 30, 2017 | 28,474 | 29,149 | (513) | |
Cumulative-effect of accounting change | 0 | |||
Other comprehensive income (loss), net | $ (382) | (382) | ||
Common stock issued | 763 | |||
Stock-based compensation | 389 | |||
Repurchase of common stock | (548) | (3,452) | ||
Cash dividends declared | (783) | |||
Net income (loss) | (4,047) | |||
Other, net | (30) | 0 | 51 | |
Balance, end of period at Feb. 28, 2018 | $ 49,071 | 29,048 | 20,867 | (844) |
Cash dividends declared per common share | $ 0.19 | |||
Balance, beginning of period at May. 31, 2018 | $ 46,873 | 28,950 | 19,111 | (1,188) |
Cumulative-effect of accounting change | (110) | |||
Other comprehensive income (loss), net | (45) | (45) | ||
Common stock issued | 1,476 | |||
Stock-based compensation | 1,259 | |||
Repurchase of common stock | (30,000) | (4,496) | (25,505) | |
Cash dividends declared | (2,126) | |||
Net income (loss) | 7,343 | |||
Other, net | (457) | 3 | 23 | |
Balance, end of period at Feb. 28, 2019 | $ 24,238 | 26,732 | (1,284) | (1,210) |
Cash dividends declared per common share | $ 0.57 | |||
Balance, beginning of period at Nov. 30, 2018 | 27,430 | 5,107 | (1,482) | |
Cumulative-effect of accounting change | 0 | |||
Other comprehensive income (loss), net | $ 231 | 231 | ||
Common stock issued | 450 | |||
Stock-based compensation | 427 | |||
Repurchase of common stock | (1,533) | (8,466) | ||
Cash dividends declared | (670) | |||
Net income (loss) | 2,745 | |||
Other, net | (42) | 0 | 41 | |
Balance, end of period at Feb. 28, 2019 | $ 24,238 | $ 26,732 | $ (1,284) | $ (1,210) |
Cash dividends declared per common share | $ 0.19 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 7,343 | $ 311 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 900 | 878 |
Amortization of intangible assets | 1,265 | 1,205 |
Deferred income taxes | (741) | (740) |
Stock-based compensation | 1,259 | 1,211 |
Other, net | 144 | (62) |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Decrease in trade receivables, net | 1,106 | 1,633 |
Decrease (increase) in prepaid expenses and other assets | 168 | (105) |
Decrease in accounts payable and other liabilities | (647) | (607) |
(Decrease) increase in income taxes payable | (410) | 7,444 |
Decrease in deferred revenues | (258) | (442) |
Net cash provided by operating activities | 10,129 | 10,726 |
Cash flows from investing activities: | ||
Purchases of marketable securities and other investments | (1,310) | (24,496) |
Proceeds from maturities of marketable securities and other investments | 10,210 | 14,808 |
Proceeds from sales of marketable securities | 11,328 | 2,261 |
Acquisitions, net of cash acquired | (330) | 0 |
Capital expenditures | (1,247) | (1,358) |
Net cash provided by (used for) investing activities | 18,651 | (8,785) |
Cash flows from financing activities: | ||
Payments for repurchases of common stock | (29,887) | (6,421) |
Proceeds from issuances of common stock | 1,468 | 2,116 |
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards | (455) | (467) |
Payments of dividends to stockholders | (2,126) | (2,362) |
Proceeds from borrowings, net of issuance costs | 0 | 9,945 |
Repayments of borrowings | (4,500) | (7,300) |
Other, net | (95) | (34) |
Net cash used for financing activities | (35,595) | (4,523) |
Effect of exchange rate changes on cash and cash equivalents | (85) | 285 |
Net decrease in cash and cash equivalents | (6,900) | (2,297) |
Cash and cash equivalents at beginning of period | 21,620 | 21,784 |
Cash and cash equivalents at end of period | 14,720 | 19,487 |
Non-cash investing and financing transactions: | ||
Fair values of restricted stock-based awards and stock options assumed in connection with acquisitions | 8 | 0 |
Change in unsettled repurchases of common stock | 114 | 80 |
Change in unsettled investment purchases | 0 | (299) |
Change in unsettled investment sales | $ (168) | $ 0 |
BASIS OF PRESENTATION AND RECEN
BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Feb. 28, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS | 1. 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 (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 financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2018. 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 our fiscal year ending May 31, 2019. During the first nine months of fiscal 2019, we adopted the following Accounting Standards Updates: • Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers Topic 606 • ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities • ASU 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the presentation of Net Periodic Pension Costs and Net Periodic Postretirement Benefit Costs • ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory • ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities The impacts of adopting Topic 606 and ASU 2017-07 for select historical condensed consolidated statements of operations line items were as follows: Three Months Ended February 28, 2018 Nine Months Ended February 28, 2018 (in millions, except per share data) As Previously Reported Adjustments As Adjusted As Previously Reported Adjustments As Adjusted Total revenues $ 9,771 $ (95 ) $ 9,676 $ 28,579 $ (210 ) $ 28,369 Total operating expenses $ 6,361 $ — $ 6,361 $ 19,280 $ (14 ) $ 19,266 Non-operating income, net $ 423 $ (14 ) $ 409 $ 929 $ (38 ) $ 891 Provision for income taxes $ 7,324 $ (86 ) $ 7,238 $ 8,333 $ (127 ) $ 8,206 Net income (loss) $ (4,024 ) $ (23 ) $ (4,047 ) $ 418 $ (107 ) $ 311 Basic earnings (loss) per share $ (0.98 ) $ — $ (0.98 ) $ 0.10 $ (0.03 ) $ 0.07 Diluted earnings (loss) per share $ (0.98 ) $ — $ (0.98 ) $ 0.10 $ (0.03 ) $ 0.07 The impact of adopting Topic 606 for select historical condensed consolidated balance sheet line items was as follows: As of May 31, 2018 (in millions, except per share data) As Previously Reported Adjustments As Adjusted Trade receivables, net of allowances for doubtful accounts $ 5,279 $ (143 ) $ 5,136 Prepaid expenses and other current assets $ 3,424 $ 338 $ 3,762 Deferred tax assets $ 1,491 $ (96 ) $ 1,395 Other non-current assets $ 3,487 $ 488 $ 3,975 Total current liabilities $ 19,195 $ (71 ) $ 19,124 Total non-current liabilities $ 71,845 $ 9 $ 71,854 Total equity $ 46,224 $ 649 $ 46,873 There have been no other significant changes in our reported financial position or results of operations and cash flows as a result of the adoption of new accounting pronouncements. Except for the updates to our revenue recognition and deferred sales commission policies noted below, there have been no changes to our significant accounting policies that were disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2018 that have had a significant impact on our condensed consolidated financial statements or notes thereto as of and for the three and nine months ended February 28, 2019. Impacts of the U.S. Tax Cuts and Jobs Act of 2017 The comparability of our operating results in the third quarter and first nine months of fiscal 2019 compared to the corresponding prior year periods was impacted by the U.S. Tax Cuts and Jobs Act of 2017 (the Tax Act), which was effective for us starting in our third quarter of fiscal 2018. Information regarding our adoption and prospective impacts of the Tax Act on our tax and liquidity profile is included in our Annual Report on Form 10-K for our fiscal year ended May 31, 2018. The net expense related to the enactment of the Tax Act has been accounted for during the third quarter and first nine months of fiscal 2018 based on provisional estimates pursuant to SEC Staff Accounting Bulletin No. 118 (SAB 118). In the third quarter of fiscal 2019, we completed our analysis of the impacts of the Tax Act. We recorded a tax benefit of $376 million and $529 million, respectively, during the three and nine months ended February 28, 2019, respectively, in accordance with SAB 118 related to adjustments in our estimates of the one-time transition tax on certain foreign subsidiary earnings. We also recorded a tax expense of $140 million during the fiscal 2019 periods presented in accordance with SAB 118 related to the remeasurement of our net deferred tax assets and liabilities. Additionally, we completed our analysis of the accounting policy election required with regard to the Tax Act’s Global Intangible Low-Taxed Income (GILTI) provision. The Financial Accounting Standards Board (FASB) allows companies to adopt a policy election to account for GILTI under one of two methods: (i) account for GILTI as a component of tax expense in the period in which a company is subject to the rules (the period cost method), or (ii) account for GILTI in a company’s measurement of deferred taxes (the deferred method). We elected the deferred method, under which we recorded the income tax expense impact to our condensed consolidated financial statements during the third quarter of fiscal 2019. Revenue Recognition Our sources of revenues include: • cloud and license revenues, which include the sale of: cloud services and license support; and cloud licenses and on-premise licenses, which represent licenses purchased by customers for use in both cloud and on-premise IT environments; • hardware revenues, which include the sale of hardware products including Oracle Engineered Systems, servers, and storage products, and industry-specific hardware; and hardware support revenues; and • services revenues, which are earned from providing cloud-, license- and hardware-related services including consulting, advanced customer support and education services. License support revenues are typically generated through the sale of license support contracts related to cloud license and on-premise licenses purchased by our customers at their option. License support contracts provide customers with rights to unspecified software product upgrades, maintenance releases and patches released during the term of the support period and include internet access to technical content, as well as internet and telephone access to technical support personnel. License support contracts are generally priced as a percentage of the net cloud license and on-premise license fees. Substantially all of our customers renew their license support contracts annually. Cloud services revenues include revenues from Oracle Cloud Software-as-a-Service (SaaS) and Infrastructure-as-a-Service (IaaS) offerings (collectively, Oracle Cloud Services), which deliver applications and infrastructure technologies, respectively, via cloud-based deployment models that we develop functionality for, provide unspecified updates and enhancements for, host, manage and support and that customers access by entering into a subscription agreement with us for a stated period. Our IaaS offerings also include Oracle Managed Cloud Services, which are designed to provide comprehensive software and hardware management, maintenance and security services for customer cloud-based, on-premise or other IT infrastructure for a fee for a stated term. Cloud license and on-premise license revenues primarily represent amounts earned from granting customers licenses to use our database, middleware, application and industry-specific software products which our customers use for cloud-based, on-premise and other IT environments. The vast majority of our cloud license and on-premise license arrangements include license support contracts, which are entered into at the customer’s option. Revenues from the sale of hardware products represent amounts earned primarily from the sale of our Oracle Engineered Systems, computer servers, storage, and industry-specific hardware. Our hardware support offerings generally provide customers with software updates for the software components that are essential to the functionality of the hardware products purchased and can also include product repairs, maintenance services and technical support services. Hardware support contracts are generally priced as a percentage of the net hardware products fees. Our consulting services are offered as standalone arrangements or as a part of arrangements to customers buying other products and services. Our advanced customer support services are offered as standalone arrangements or as a part of arrangements to customers buying other products and services. We offer these advanced customer support services to Oracle customers to enable increased performance and higher availability of their products and services. Education services include instructor-led, media-based and internet-based training in the use of our cloud, software and hardware products. Topic 606 is a single standard for revenue recognition that applies to all of our cloud, software, hardware and services arrangements and generally requires revenues to be recognized upon the transfer of control of promised goods or services provided to our customers, reflecting the amount of consideration we expect to receive for those goods or services. Pursuant to Topic 606, revenues are recognized upon the application of the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenues when, or as, the contractual performance obligations are satisfied. The timing of revenue recognition may differ from the timing of invoicing to our customers. We record an unbilled receivable, which is included within accounts receivable on our condensed consolidated balance sheets, when revenue is recognized prior to invoicing. We record deferred revenues on our condensed consolidated balance sheets when revenues are recognized subsequent to cash collection for an invoice. Our standard payment terms are generally net 30 days but may vary. Invoices for cloud license and on-premise licenses and hardware products are generally issued when the license is made available for customer use or upon delivery to the customer of the hardware product. Invoices for license support and hardware support contracts are generally invoiced annually in advance. Cloud SaaS and IaaS contracts are generally invoiced annually, quarterly or monthly in advance. Services are generally invoiced in advance or as the services are performed. Most contracts that contain a financing component are contracts financed through our financing division. The transaction price for a contract that is financed through our financing division is adjusted to reflect the time value of money and interest revenue is recorded as a component of non-operating income, net within our condensed consolidated statements of operations based on market rates in the country in which the transaction is being financed. Our revenue arrangements generally include standard warranty or service level provisions that our arrangements will perform and operate in all material respects as defined in the respective agreements, the financial impacts of which have historically been and are expected to continue to be insignificant. Our arrangements generally do not include a general right of return relative to the delivered products or services. We recognize revenues net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Revenue Recognition for Cloud Services Revenues from cloud services provided on a subscription basis are generally recognized ratably over the contractual period that the services are delivered, beginning on the date our service is made available to our customers. We recognize revenue ratably because the customer receives and consumes the benefits of the cloud services throughout the contract period. Revenues from cloud services provided on a consumption basis, such as metered services, are generally recognized based on the utilization of the services by the customer. Revenue Recognition for License Support and Hardware Support Oracle’s primary performance obligations with respect to license support contracts and hardware support contracts are to provide customers with technical support as needed and unspecified software product upgrades, maintenance releases and patches during the term of the support period evenues for license support contracts and hardware support contracts are generally recognized ratably over the contractual periods that the support services are provided. Revenue Recognition for Cloud License and On-Premise License Revenues from distinct cloud license and on-premise license performance obligations are generally recognized upfront at the point in time Revenue Recognition for Hardware Products 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. Revenue Recognition for Services Services revenues are generally recognized over time as the services are performed. Revenues for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenues for consumption-based services are generally recognized as the services are performed. Allocation of the Transaction Price for Contracts that have Multiple Performance Obligations Many of our contracts include multiple performance obligations. Judgment is required in determining whether each performance obligation is distinct. Oracle products and services generally do not require a significant amount of integration or interdependency. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (SSP) for each performance obligation within each contract. We use judgment in determining the SSP for products and services. For substantially all performance obligations except cloud licenses and on-premise licenses, we are able to establish SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish a standalone selling price range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Our cloud licenses and on-premise licenses have not historically been sold on a standalone basis, as substantially all customers elect to purchase license support contracts at the time of a cloud license and on-premise license purchase. License support contracts are generally priced as a percentage of the net fees paid by the customer to access the license. We are unable to establish SSP for our cloud licenses and on-premise licenses based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. As a result, the SSP for a cloud license and an on-premise license included in a contract with multiple performance obligations is determined by applying a residual approach whereby all other performance obligations within a contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to cloud license and on-premise license revenues. Deferred Sales Commissions We defer sales commissions earned by our sales force that are considered to be incremental and recoverable costs of obtaining a cloud, license support and hardware support contract. Initial sales commissions for the majority of these aforementioned contracts are generally deferred and amortized on a straight-line basis over a period of benefit that we estimate to be four to five years. We determine the period of benefit by taking into consideration the historical and expected durations of our customer contracts, the expected useful lives of our technologies, and other factors. Sales commissions for renewal contracts relating to our cloud-based arrangements are generally deferred and then amortized on a straight-line basis over the related contractual renewal period, which is generally one to three years. Amortization of deferred sales commissions is included as a component of sales and marketing expenses in our condensed consolidated statements of operations. Remaining Performance Obligations from Contracts with Customers Trade receivables, net of allowance for doubtful accounts, and deferred revenues are reported net of related uncollected deferred revenues in our condensed consolidated balance sheets as of February 28, 2019 and May 31, 2018. The amount of revenues recognized during the nine months ended February 28, 2019 that were included in the opening deferred revenues balance as of May 31, 2018 was approximately $7.7 billion. Revenues recognized from performance obligations satisfied in prior periods were immaterial during each of the three and nine months ended February 28, 2019 and 2018. Impairment losses recognized on our receivables were immaterial in each of the three and nine months ended February 28, 2019 and 2018. Remaining performance obligations represent contracted revenues that had not yet been recognized, and include deferred revenues; invoices that have been issued to customers but were uncollected and have not been recognized as revenues; and amounts that will be invoiced and recognized as revenues in future periods. The volumes and amounts of customer contracts that we book and total revenues that we recognize are impacted by a variety of seasonal factors. In each fiscal year, the amounts and volumes of contracting activity and our total revenues are typically highest in our fourth fiscal quarter and lowest in our first fiscal quarter. These seasonal impacts influence how our remaining performance obligations change over time. As of February 28, 2019, our remaining performance obligations were $31.5 billion, approximately 62% of which we expect to recognize as revenues over the next twelve months and the remainder thereafter. Refer to Note 10 for our discussion of revenues disaggregation. 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, 2019 and May 31, 2018 and our condensed consolidated statements of cash flows for the nine months ended February 28, 2019 and 2018 was nominal. Acquisition Related and Other Expenses Acquisition related and other expenses consist of personnel related costs and stock-based compensation for transitional and certain other employees, integration related professional services, certain business combination adjustments including certain adjustments after the measurement period has ended and certain other operating items, net. Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Transitional and other employee related costs $ 13 $ 9 $ 39 $ 32 Stock-based compensation — — — 1 Professional fees and other, net 3 (8 ) 10 (1 ) Business combination adjustments, net (20 ) 2 (20 ) — Total acquisition related and other expenses $ (4 ) $ 3 $ 29 $ 32 Non-Operating Income, net Non-operating 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) and net other income, including net realized gains and losses related to all of our investments, net unrealized gains and losses related to the small portion of our investment portfolio related to our deferred compensation plan, and non-service net periodic pension income (losses). Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Interest income $ 246 $ 313 $ 890 $ 852 Foreign currency losses, net (13 ) (35 ) (68 ) (46 ) Noncontrolling interests in income (35 ) (37 ) (106 ) (111 ) Other (loss) income, net — 168 (35 ) 196 Total non-operating income, net $ 198 $ 409 $ 681 $ 891 Sales of Financing Receivables We offer certain of our customers the option to acquire our software products, hardware products 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 $274 million and $1.3 billion for the three and nine months ended February 28, 2019, respectively, and $360 million and $1.3 billion for the three and nine months ended February 28, 2018, respectively. Recent Accounting Pronouncements Internal-use Software: In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15) , which clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 is effective for us in the first quarter of fiscal 2020, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2018-15 on our consolidated financial statements. Retirement Benefits: In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans (ASU 2018-14), which modifies the disclosure requirements for defined benefit pension plans and other postretirement plans. ASU 2018-14 is effective for us in the first quarter of fiscal 2021, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2018-14 on our consolidated financial statements. Fair Value Measurement: In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for us in the first quarter of fiscal 2020, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2018-13 on our consolidated financial statements. Comprehensive Income: In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU 2018-02), which allows companies to reclassify stranded tax effects resulting from the Tax Act, from accumulated other comprehensive income to retained earnings. The guidance also requires certain new disclosures regardless of the election. ASU 2018-02 is effective for us in the first quarter of fiscal 2020, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2018-02 on our consolidated financial statements. Financial Instruments: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and subsequent amendment to the initial guidance: ASU 2018-19 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 is effective for us in our first quarter of fiscal 2021, and earlier adoption is permitted beginning in the first quarter of fiscal 2020. We are currently evaluating the impact of our pending adoption of Topic 326 on our consolidated financial statements. Leases: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). Topic 842 requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. We expect to adopt Topic ASC 842 using the effective date of June 1, 2019 as the date of our initial application of the standard. Consequently, financial information for the comparative periods will not be updated. We are currently evaluating the impact of our pending adoption of Topic 842 on our consolidated financial statements. We currently expect that most of our operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon our adoption of Topic 842, which will increase our total assets and total liabilities that we report relative to such amounts prior to adoption. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Feb. 28, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 2. ACQUISITIONS Fiscal 2018 Acquisition of Aconex Limited On March 28, 2018, we completed our acquisition of Aconex Limited (Aconex), a provider of cloud-based collaboration software for construction projects. We have included the financial results of Aconex in our condensed consolidated financial statements from the date of acquisition. These results were not individually material to our condensed consolidated financial statements. The total preliminary purchase price for Aconex was approximately $1.2 billion, which consisted of approximately $1.2 billion in cash and $7 million for the fair values of stock options and restricted stock-based awards assumed. In connection with the Aconex acquisition, we have preliminarily recorded $20 million of net liabilities and $377 million of identifiable intangible assets based on their estimated fair values, and $864 million of residual goodwill. Goodwill generated from our acquisition of Aconex was primarily attributable to synergies expected to arise after the acquisition and is not expected to be tax deductible. Other Fiscal 2019 and 2018 Acquisitions During the first nine months of fiscal 2019 and the full fiscal year of 2018, we acquired certain other companies and purchased certain technology and development assets primarily to expand our products and services offerings The preliminary fair values of net tangible assets and intangible assets acquired were based on preliminary valuations, and our estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas that remain preliminary relate to the fair values of intangible assets acquired, certain tangible assets and liabilities acquired, certain legal matters, income and non-income based taxes and residual goodwill. We expect to continue to obtain information to assist us in determining the fair values of the net assets acquired during the measurement period. Unaudited Pro Forma Financial Information The unaudited pro forma financial information in the table below summarizes the combined results of operations for Oracle, Aconex and certain other companies that we acquired since the beginning of fiscal 2018 that were considered relevant for the purposes of unaudited pro forma financial information disclosure as if the companies were combined as of the beginning of fiscal 2018. The unaudited pro forma financial information for all periods presented included the business combination accounting effects resulting from these acquisitions, including amortization charges from acquired intangible assets (certain of which are preliminary), stock-based compensation charges for unvested restricted stock-based awards and stock options assumed, if any, and the related tax effects as though the aforementioned companies were combined as of the beginning of fiscal 2018. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal 2018. The unaudited pro forma financial information for the three and nine months ended February 28, 2019 presented the historical results of Oracle for the three and nine months ended February 28, 2019, and certain other companies that we acquired since the beginning of fiscal 2019 based upon their respective previous reporting periods and the dates these companies were acquired by us, and the effects of the pro forma adjustments listed above. The unaudited pro forma financial information for the three and nine months ended February 28, 2018 combined the historical results of Oracle for the three and nine months ended February 28, 2018 and the historical results of Aconex for the twelve month period ended December 31, 2017 (adjusted due to differences in reporting periods and considering the date we acquired Aconex) and certain other companies that we acquired since the beginning of fiscal 2018 based upon their respective previous reporting periods and the dates these companies were acquired by us, and the effects of the pro forma adjustments listed above. The unaudited pro forma financial information was as follows: Three Months Ended February 28, Nine Months Ended February 28, (in millions, except per share data) 2019 2018 2019 2018 Total revenues $ 9,614 $ 9,724 $ 28,376 $ 28,507 Net income (loss) $ 2,745 $ (4,070 ) $ 7,336 $ 242 Basic earnings (loss) per share $ 0.78 $ (0.99 ) $ 1.97 $ 0.06 Diluted earnings (loss) per share $ 0.76 $ (0.99 ) $ 1.92 $ 0.06 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Feb. 28, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 3. FAIR VALUE MEASUREMENTS We perform fair value measurements in accordance with FASB Accounting Standards Codification (ASC) 820, Fair Value Measurement 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, excluding accrued interest components, consisted of the following (Level 1 and Level 2 inputs are defined above): February 28, 2019 May 31, 2018 Fair Value Measurements Using Input Types Fair Value Measurements Using Input Types (in millions) Level 1 Level 2 Total Level 1 Level 2 Total Assets: Corporate debt securities and other $ — $ 25,361 $ 25,361 $ 223 $ 44,079 $ 44,302 Commercial paper debt securities — 348 348 — 1,647 1,647 Money market funds 6,050 — 6,050 6,500 — 6,500 Derivative financial instruments — — — — 29 29 Total assets $ 6,050 $ 25,709 $ 31,759 $ 6,723 $ 45,755 $ 52,478 Liabilities: Derivative financial instruments $ — $ 206 $ 206 $ — $ 158 $ 158 We classify our marketable securities as available-for-sale debt securities at the time of purchase and reevaluate such classification as of each balance sheet date. Our marketable securities investments consist of Tier 1 commercial paper debt securities, corporate debt securities and certain other securities. Marketable securities as presented per our condensed consolidated balance sheets included securities with original maturities at the time of purchase greater than three months and the remainder of the securities were included in cash and cash equivalents. As of February 28, 2019 and May 31, 2018, approximately 23% and 26%, respectively, of our marketable securities investments mature within one year and 77% and 74%, respectively, mature within one to five years. 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, the counterparties to which have high credit ratings, 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 LIBOR-based yield curves, among others. Based on the trading prices of the $56.0 billion and $58.0 billion of senior notes and the related fair value hedges that we had outstanding as of February 28, 2019 and May 31, 2018, respectively, the estimated fair values of the senior notes and the related fair value hedges using Level 2 inputs at February 28, 2019 and May 31, 2018 were $56.9 billion and $59.0 billion, respectively. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Feb. 28, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | 4. INTANGIBLE ASSETS AND GOODWILL The changes in intangible assets for fiscal 2019 and the net book value of intangible assets as of February 28, 2019 and May 31, 2018 were as follows: Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net Weighted Average Useful Life ( 2) (Dollars in millions) May 31, 2018 Additions & Adjustments, net ( 1) February 28, 2019 May 31, 2018 Expense February 28, 2019 May 31, 2018 February 28, 2019 Developed technology $ 5,309 $ 271 $ 5,580 $ (2,814 ) $ (640 ) $ (3,454 ) $ 2,495 $ 2,126 3 Cloud services and license support agreements 5,999 (15 ) 5,984 (2,285 ) (539 ) (2,824 ) 3,714 3,160 4 Other 1,622 17 1,639 (1,161 ) (86 ) (1,247 ) 461 392 5 Total intangible assets, net $ 12,930 $ 273 $ 13,203 $ (6,260 ) $ (1,265 ) $ (7,525 ) $ 6,670 $ 5,678 3 (1) Amounts also include any changes in intangible asset balances for the periods presented that resulted from foreign currency translations. (2) Represents weighted-average useful lives (in years) of intangible assets acquired during fiscal 2019. Total amortization expense related to our intangible assets was $407 million and $1.3 billion for the three and nine months ended February 28, 2019, respectively, and $394 million and $1.2 billion for the three and nine months ended February 28, 2018, respectively. As of February 28, 2019, estimated future amortization expenses related to intangible assets were as follows (in millions): Remainder of fiscal 2019 $ 401 Fiscal 2020 1,492 Fiscal 2021 1,269 Fiscal 2022 1,018 Fiscal 2023 622 Fiscal 2024 391 Thereafter 485 Total intangible assets, net $ 5,678 The changes in the carrying amounts of goodwill, net, which is generally not deductible for tax purposes, for our operating segments for the nine months ended February 28, 2019 were as follows: (in millions) Cloud and License Hardware Services Total Goodwill, net Balances as of May 31, 2018 $ 39,600 $ 2,367 $ 1,788 $ 43,755 Goodwill from acquisitions 96 — — 96 Goodwill adjustments, net (1) (65 ) — (10 ) (75 ) Balances as of February 28, 2019 $ 39,631 $ 2,367 $ 1,778 $ 43,776 (1) Pursuant to our business combinations accounting policy, we recorded goodwill adjustments for the effects on goodwill of changes to net assets acquired during the period that such a change is identified, provided that any such change is within the measurement period (up to one year from the date of the acquisition). Amounts also include any changes in goodwill balances for the period presented that resulted from foreign currency translations. |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 9 Months Ended |
Feb. 28, 2019 | |
Restructuring And Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | 5. RESTRUCTURING ACTIVITIES Fiscal 2019 Oracle Restructuring Plan During fiscal 2019, our management approved, committed to and initiated plans to restructure and further improve efficiencies in our operations due to our recent acquisitions and certain other operational activities (2019 Restructuring Plan). The total estimated restructuring costs associated with the 2019 Restructuring Plan are up to $432 million and will be recorded to the restructuring expense line item within our condensed consolidated statements of operations as they are incurred. We recorded $297 million of restructuring expenses in connection with the 2019 Restructuring Plan in the first nine months of fiscal 2019 and we expect to incur the majority of the estimated remaining $135 million through the end of fiscal 2020. Any changes to the estimates of executing the 2019 Restructuring Plan will be reflected in our future results of operations. Summary of All Plans Accrued May 31, 2018 (2) Nine Months Ended February 28, 2019 Accrued February 28, 2019 (2) Total Costs Accrued to Date Total Expected Program Costs (in millions) Initial Costs (3) Adj. to Cost (4) Cash Payments Others (5) 2019 Restructuring Plan (1) Cloud and license $ — $ 141 $ (3 ) $ (86 ) $ (1 ) $ 51 $ 138 $ 230 Hardware — 48 — (29 ) — 19 48 66 Services — 31 1 (21 ) — 11 32 45 Other (6) — 80 (1 ) (35 ) 2 46 79 91 Total 2019 Restructuring Plan $ — $ 300 $ (3 ) $ (171 ) $ 1 $ 127 $ 297 $ 432 Total other restructuring plans (7) $ 282 $ 5 $ (42 ) $ (167 ) $ 2 $ 80 Total restructuring plans $ 282 $ 305 $ (45 ) $ (338 ) $ 3 $ 207 (1) Restructuring costs recorded for individual line items primarily related to employee severance costs. (2) The balances at February 28, 2019 and May 31, 2018 included $183 million and $257 million, respectively, recorded in other current liabilities, and $24 million and $25 million, respectively, recorded in other non-current liabilities. (3) Costs recorded for the respective restructuring plans during the current 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 adjustments. (6) Represents employee related severance costs for functions that are not included within our operating segments and certain other restructuring costs. (7) Other restructuring plans presented in the table 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 period presented but for which the periodic impact to our condensed consolidated statements of operations was not significant. |
DEFERRED REVENUES
DEFERRED REVENUES | 9 Months Ended |
Feb. 28, 2019 | |
Deferred Revenue Disclosure [Abstract] | |
DEFERRED REVENUES | 6. DEFERRED REVENUES Deferred revenues consisted of the following: (in millions) February 28, 2019 May 31, 2018 Cloud services and license support $ 6,807 $ 7,265 Hardware 550 645 Services 378 404 Cloud license and on-premise license 272 27 Deferred revenues, current 8,007 8,341 Deferred revenues, non-current (in other non-current liabilities) 626 625 Total deferred revenues $ 8,633 $ 8,966 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 over the 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. In connection with our acquisitions, we have estimated the fair values of the cloud services and license support performance obligations assumed from our acquired companies. We generally have estimated the fair values of these obligations assumed using a cost build-up approach. The cost build-up approach determines fair value by estimating the costs related to fulfilling the obligations plus a normal profit margin. The sum of the costs and operating profit approximates, in theory, the amount that we would be required to pay a third party to assume these acquired obligations. These aforementioned fair value adjustments recorded for obligations assumed from our acquisitions reduced the cloud services and license support deferred revenues balances that we recorded as liabilities from these acquisitions and also reduced the resulting revenues that we recognized or will recognize over the terms of the acquired obligations during the post-combination periods . |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended |
Feb. 28, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | 7. DERIVATIVE FINANCIAL INSTRUMENTS We held the following derivative and non-derivative instruments that were accounted for pursuant to ASC 815, Derivatives and Hedging • interest rate swap agreements, which are used to protect us against changes in the fair values of certain of our fixed-rate borrowings attributable to the movements in benchmark interest rates. We have designated these swap agreements as qualifying hedging instruments and are accounting for them as fair value hedges pursuant to ASC 815; • cross-currency interest rate swap agreements, which are used to protect us against changes in the fair values of certain of our fixed-rate Euro-denominated borrowings attributable to the movements in benchmark interest rates and foreign currency exchange rates by effectively converting the fixed-rate, Euro-denominated borrowings, including the annual interest payments and the payment of principal at maturity, to variable-rate, U.S. Dollar denominated debt based on LIBOR. We have designated these swap agreements as qualifying hedging instruments and are accounting for them as fair value hedges pursuant to ASC 815. As a result of our adoption of ASU 2017-12, we have elected to exclude the portion of the change in fair value of these swap agreements attributable to the related cross-currency basis spread in our assessment of hedge effectiveness. The change in fair value of these swap agreements attributable to the cross-currency basis spread is included in accumulated other comprehensive loss; • cross-currency swap agreements, which are used to manage foreign currency exchange risk by converting certain of our fixed-rate Euro-denominated borrowings to fixed-rate U.S. Dollar denominated debt and are accounted for as cash flow hedges pursuant to ASC 815; and • foreign currency borrowings, which were used to reduce the volatility in stockholders’ equity caused by the changes in the foreign currency exchange rates of the Euro with respect to the U.S. Dollar and were accounted for as net investment hedges pursuant to ASC 815 in the first quarter of fiscal 2018. In the fourth quarter of fiscal 2018, we de-designated the foreign currency borrowings as a net investment hedge. We also held certain foreign currency contracts that were not designated as hedges pursuant to ASC 815. As of February 28, 2019 and May 31, 2018, the notional amounts of such forward contracts we held to purchase U.S. Dollars in exchange for other major international currencies were $3.8 billion and $3.4 billion, respectively, and the notional amount of forward contracts we held to sell U.S. Dollars in exchange for other major international currencies were $3.2 billion and $1.4 billion, respectively. The fair values of our outstanding foreign currency forward contracts were nominal as of February 28, 2019 and May 31, 2018. The cash flows related to these foreign currency contracts are classified as operating activities. Net gains or losses related to these forward contracts are included in non-operating income, net. Our adoption of ASU-2017-12 during fiscal 2019 did not have a material impact on our previously existing hedge designations. See Note 10 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2018 for additional information regarding the purpose, accounting and classification of our derivative and non-derivative instruments. None of our derivative instruments are used for trading purposes. The effects of derivative and non-derivative instruments designated as hedges on certain of our condensed consolidated financial statements were as follows as of or for each of the respective periods presented below (amounts presented exclude any income tax effects): Fair Values of Derivative Instruments Designated as Hedges in Condensed Consolidated Balance Sheets Fair Value as of (in millions) Balance Sheet Location February 28, 2019 May 31, 2018 Derivative assets: Interest rate swap agreements designated as fair value hedges Other non-current assets $ — $ 24 Cross-currency interest rate swap agreements designated as fair value hedges Other non-current assets — 5 Total derivative assets $ — $ 29 Derivative liabilities: Interest rate swap agreements designated as fair value hedges Other current liabilities $ 11 $ 7 Interest rate swap agreements designated as fair value hedges Other non-current liabilities 15 48 Cross-currency interest rate swap agreements designated as fair value hedges Other non-current liabilities 15 — Cross-currency swap agreements designated as cash flow hedges Other non-current liabilities 165 103 Total derivative liabilities $ 206 $ 158 Effects of Fair Value Hedging Relationships on Hedged Items in Condensed Consolidated Balance Sheet (in millions) February 28, 2019 May 31, 2018 Notes payable and other borrowings, current: Carrying amount of hedged item $ 1,988 $ 1,492 Cumulative hedging adjustments included in the carrying amount (11 ) (7 ) Notes payable and other borrowings, non-current: Carrying amounts of hedged items 3,631 5,584 Cumulative hedging adjustments included in the carrying amount 24 (19 ) Effects of Derivative Instruments Designated as Hedges on Income Three Months Ended February 28, 2019 2018 (in millions) Non-operating income, net Interest expense Non-operating income, net Interest expense Condensed consolidated statements of income line amounts in which the hedge effects were recorded $ 198 $ (509 ) $ 409 $ (533 ) Gain (loss) on hedges recognized in income: Interest rate swaps designated as fair value hedges: Derivative instruments $ — $ 43 $ — $ (47 ) Hedged items — (43 ) — 47 Cross-currency interest rate swaps designated as fair value hedges: Derivative instruments 7 9 — — Hedged items (4 ) (9 ) — — Cross-currency swap agreements designated as cash flow hedges: Amount of gain reclassified from accumulated OCI or OCL 11 — 51 — Total gain on hedges recognized in income $ 14 $ — $ 51 $ — Nine Months Ended February 28, 2019 2018 (in millions) Non-operating income, net Interest expense Non-operating income, net Interest expense Condensed consolidated statements of income line amounts in which the hedge effects were recorded $ 681 $ (1,557 ) $ 891 $ (1,477 ) Gain (loss) on hedges recognized in income: Interest rate swaps designated as fair value hedges: Derivative instruments $ — $ 5 $ — $ (94 ) Hedged items — (5 ) — 94 Cross-currency interest rate swaps designated as fair value hedges: Derivative instruments (21 ) 10 — — Hedged items 22 (10 ) — — Cross-currency swap agreements designated as cash flow hedges: Amount of gain (loss) reclassified from accumulated OCI or OCL (26 ) — 142 — Total gain (loss) on hedges recognized in income $ (25 ) $ — $ 142 $ — Gain (Loss) on Derivative and Non-Derivative Instruments Designated as Hedges included in Other Comprehensive Income (OCI) or Loss (OCL) Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Cross-currency swap agreements designated as cash flow hedges $ (7 ) $ 57 $ (62 ) $ 161 Foreign currency borrowings designated as net investment hedge — (31 ) — (85 ) |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Feb. 28, 2019 | |
Stockholders Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 8. STOCKHOLDERS’ EQUITY Common Stock Repurchases Our Board of Directors has approved a program for us to repurchase shares of our common stock. On September 17, 2018 and February 15, 2019, we announced that our Board of Directors approved expansions of our stock repurchase program collectively totaling $24.0 billion. As of February 28, 2019, approximately $11.8 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 621.8 million shares for $30.0 billion during the nine months ended February 28, 2019 (including 5.6 million shares for $293 million that were repurchased but not settled) and 131.6 million shares for $6.5 billion during the nine months ended February 28, 2018 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 plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time. Dividends on Common Stock In March 2019, our Board of Directors declared a quarterly cash dividend of $0.24 per share of our outstanding common stock, an increase of $0.05 per share over the dividend declared in December 2018. The dividend is payable on April 25, 2019 to stockholders of record as of the close of business on April 11, 2019. 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 2019 Stock-Based Awards Activity and Compensation Expense During the first nine months of fiscal 2019, we issued 49 million restricted stock-based units (RSUs) and 7 million stock options (SOs). Substantially all of the awards were issued as a part of our annual stock-based award process and are subject to service-based vesting restrictions. Our fiscal 2019 stock-based awards issuances were partially offset by forfeitures and cancellations of 24 million shares during the first nine months of fiscal 2019. The RSUs and SOs that were granted during the nine months ended February 28, 2019 have vesting restrictions, valuations and contractual lives of a similar nature to those described in Note 13 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2018. Stock-based compensation expense is included in the following operating expense line items in our condensed consolidated statements of operations: Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Cloud services and license support $ 26 $ 21 $ 74 $ 58 Hardware 2 2 7 8 Services 12 13 37 41 Sales and marketing 89 87 278 275 Research and development 254 221 732 693 General and administrative 44 45 131 135 Acquisition related and other — — — 1 Total stock-based compensation $ 427 $ 389 $ 1,259 $ 1,211 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Feb. 28, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9. INCOME TAXES Our effective tax rates for the periods presented are the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. In the third quarter of fiscal 2018, the Tax Act was signed into law. The more significant provisions of the Tax Act as applicable to us are described in Note 1 under “Impacts of the U.S. Tax Cuts and Jobs Act of 2017” above and in our Annual Report on Form 10-K for the fiscal year ended May 31, 2018. During the first nine months of fiscal 2019, we recorded a net benefit of $389 million in accordance with SAB 118 related to adjustments in our estimates of the one-time transition tax on certain foreign subsidiary earnings, and the remeasurement of our net deferred tax assets and liabilities affected by the Tax Act. Our provision for income taxes for the first nine months of fiscal 2019 varied from the 21% U.S. statutory rate imposed by the Tax Act 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, the tax effect of GILTI, and a reduction to our transition tax recorded consistent with the provision of SAB 118. Our provision for income taxes for the fiscal 2018 periods presented varied from the 21% U.S. statutory rate imposed by the Tax Act primarily due to the impacts of the Tax Act upon adoption, state taxes, the U.S. research and development tax credit, settlements with tax authorities, the tax effects of stock-based compensation and the U.S. domestic production activity deduction. Our effective tax rates were 11.1% and 12.6%, respectively, for the three and nine months ended February 28, 2019, respectively, and 226.8% and 96.4%, respectively, for the three and nine months ended February 28, 2018, respectively. Our net deferred tax assets were $2.0 billion and $1.3 billion as of February 28, 2019 and May 31, 2018, 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 2017. Our U.S. federal income tax returns have been examined for all years prior to fiscal 2007, and 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 2004, and we are no longer subject to audit for those periods. Internationally, tax authorities for numerous non-U.S. jurisdictions are also examining returns affecting our unrecognized tax benefits. With some exceptions, we are generally no longer subject to tax examinations in non-U.S. jurisdictions for years prior to fiscal 1997. On July 27, 2015, in Altera Corp. v. Commissioner 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, India, Korea, Spain and the United Kingdom, 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. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Feb. 28, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 10. SEGMENT INFORMATION ASC 280, Segment Reporting 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 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 includes 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 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 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 with software updates for the software components that are essential to the functionality of their hardware products, such as Oracle Solaris and certain other software, and can also include product repairs, maintenance services and technical support services. 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 Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Cloud and license: Revenues (1) $ 7,917 $ 7,891 $ 23,259 $ 23,018 Cloud services and license support expenses 890 854 2,668 2,526 Sales and marketing expenses 1,780 1,743 5,357 5,200 Margin (2) $ 5,247 $ 5,294 $ 15,234 $ 15,292 Hardware: Revenues $ 915 $ 994 $ 2,711 $ 2,878 Hardware products and support expenses 331 387 973 1,094 Sales and marketing expenses 123 155 381 487 Margin (2) $ 461 $ 452 $ 1,357 $ 1,297 Services: Revenues $ 786 $ 796 $ 2,416 $ 2,512 Services expenses 662 673 2,015 2,015 Margin (2) $ 124 $ 123 $ 401 $ 497 Totals: Revenues (1) $ 9,618 $ 9,681 $ 28,386 $ 28,408 Expenses 3,786 3,812 11,394 11,322 Margin (2) $ 5,832 $ 5,869 $ 16,992 $ 17,086 (1) Cloud and license revenues presented for management reporting included revenues related to cloud and license obligations that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our consolidated statements of operations for the periods presented due to business combination accounting requirements. See Note 6 for an explanation of these adjustments and the table below for a reconciliation of our total operating segment revenues to our total consolidated revenues as reported in our condensed consolidated statements of operations. (2) 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 income, net. The following table reconciles total operating segment revenues to total revenues as well as total operating segment margin to income before provision for income taxes: Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Total revenues for operating segments $ 9,618 $ 9,681 $ 28,386 $ 28,408 Cloud and license revenues (1) (4 ) (5 ) (17 ) (39 ) Total revenues $ 9,614 $ 9,676 $ 28,369 $ 28,369 Total margin for operating segments $ 5,832 $ 5,869 $ 16,992 $ 17,086 Cloud and license revenues (1) (4 ) (5 ) (17 ) (39 ) Research and development (1,426 ) (1,496 ) (4,464 ) (4,541 ) General and administrative (316 ) (339 ) (935 ) (977 ) Amortization of intangible assets (407 ) (394 ) (1,265 ) (1,205 ) Acquisition related and other 4 (3 ) (29 ) (32 ) Restructuring (43 ) (91 ) (275 ) (506 ) Stock-based compensation for operating segments (129 ) (123 ) (396 ) (382 ) Expense allocations and other, net (112 ) (103 ) (333 ) (301 ) Interest expense (509 ) (533 ) (1,557 ) (1,477 ) Non-operating income, net 198 409 681 891 Income before provision for income taxes $ 3,088 $ 3,191 $ 8,402 $ 8,517 (1) Cloud and license revenues presented 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 effected 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. The relative proportion of our total revenues between each geographic region as presented in the table below was materially consistent across each of our operating segments’ revenues for the periods presented. Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Americas $ 5,266 $ 5,253 $ 15,671 $ 15,632 EMEA (1) 2,781 2,881 8,139 8,213 Asia Pacific (2) 1,567 1,542 4,559 4,524 Total revenues $ 9,614 $ 9,676 $ 28,369 $ 28,369 (1) Comprised of Europe, the Middle East and Africa (2) The Asia Pacific region includes Japan The following table presents a summary of our cloud and license business revenues by ecosystem. Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Applications revenues $ 2,841 $ 2,717 $ 8,410 $ 8,001 Infrastructure revenues 5,072 5,169 14,832 14,978 Total cloud and license revenues $ 7,913 $ 7,886 $ 23,242 $ 22,979 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Feb. 28, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | 11. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) 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 (loss) per share: Three Months Ended February 28, Nine Months Ended February 28, (in millions, except per share data) 2019 2018 2019 2018 Net income (loss) $ 2,745 $ (4,047 ) $ 7,343 $ 311 Weighted average common shares outstanding 3,526 4,122 3,716 4,146 Dilutive effect of employee stock plans 91 — 95 122 Dilutive weighted average common shares outstanding 3,617 4,122 3,811 4,268 Basic earnings (loss) per share $ 0.78 $ (0.98 ) $ 1.98 $ 0.07 Diluted earnings (loss) per share $ 0.76 $ (0.98 ) $ 1.93 $ 0.07 Shares subject to anti-dilutive restricted stock-based awards and stock options excluded from calculation ( 1) 67 190 73 60 (1) These weighted shares relate to anti-dilutive restricted service based stock-based awards and stock options (as calculated using the treasury stock method) and contingently issuable shares under PSO and PSU arrangements. Such shares could be dilutive in the future. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 9 Months Ended |
Feb. 28, 2019 | |
Legal Proceedings [Abstract] | |
LEGAL PROCEEDINGS | 12. LEGAL PROCEEDINGS Hewlett-Packard Company Litigation On June 15, 2011, Hewlett-Packard Company, now Hewlett Packard Enterprise Company (HP), filed a complaint in the California Superior Court, County of Santa Clara against Oracle Corporation alleging numerous causes of action including breach of contract, breach of the covenant of good faith and fair dealing, defamation, intentional interference with prospective economic advantage, and violation of the California Unfair Business Practices Act. The complaint alleged that when Oracle announced on March 22 and 23, 2011 that it would no longer develop future versions of its software to run on HP’s Itanium-based servers, it breached a settlement agreement signed on September 20, 2010 between HP and Mark Hurd (the Hurd Settlement Agreement), who is our Chief Executive Officer and was both HP’s former chief executive officer and chairman of HP’s board of directors. HP sought a judicial declaration of the parties’ rights and obligations under the Hurd Settlement Agreement and other equitable and monetary relief. Oracle answered the complaint and filed cross-claims. After a bench trial on the meaning of the Hurd Settlement Agreement, the court found that the Hurd Settlement Agreement required Oracle to continue to develop certain of its software products for use on HP’s Itanium-based servers at no cost to HP. The case proceeded to a jury trial in May 2016. On June 30, 2016, the jury returned a verdict in favor of HP on its claims for breach of contract and breach of the implied covenant of good faith and fair dealing and against Oracle on its cross-claims. The jury awarded HP $3.0 billion in damages. Under the court’s rulings, HP is entitled to post-judgment interest, but not pre-judgment interest, on this award. After the trial court denied Oracle’s motion for a new trial, Oracle filed a notice of appeal on January 17, 2017. On February 2, 2017, HP filed a notice of appeal of the trial court’s denial of pre-judgment interest. Oracle has posted a bond for the amounts owing. No amounts have been paid or recorded to our results of operations. We continue to believe that we have meritorious defenses against HP’s claims, and we intend to present these defenses to the appellate court. Oracle filed its opening brief on March 7, 2019. Briefing on the appeal is scheduled to be completed by September 2019, and the appellate court has not scheduled a date for oral argument. We cannot currently estimate a reasonably possible range of loss for this action due to the complexities and uncertainty surrounding the appeal process and the nature of the claims. Litigation is inherently unpredictable, and the outcome of the appeal process related to this action is uncertain. It is possible that the resolution of this action could have a material impact on our future cash flows and results of operations. Derivative Litigation Concerning Oracle’s NetSuite Acquisition On May 3, 2017, a stockholder derivative lawsuit was filed in the Court of Chancery of the State of Delaware, and on July 18, 2017, a second stockholder derivative lawsuit was filed in the same court. The second case was brought by an alleged stockholder of Oracle, purportedly on Oracle’s behalf. The suit was brought against all the then-current members and one former member of our Board of Directors, and Oracle as a nominal defendant. Plaintiff alleges that the defendants breached their fiduciary duties by causing Oracle to agree to purchase NetSuite Inc. at an excessive price. Plaintiff seeks declaratory relief, unspecified monetary damages (including interest), and attorneys’ fees and costs. On August 9, 2017, the court consolidated the two derivative cases. In a September 7, 2017 order, the court appointed plaintiff’s counsel in the second case as lead plaintiffs’ counsel and designated the July 18, 2017 complaint as the operative complaint. The defendants filed a motion to dismiss on October 27, 2017, and after briefing and argument, the court denied this motion on March 19, 2018. The parties stipulated that all of the individual defendants, except for our Chief Technology Officer and one of our Chief Executive Officers, should be dismissed from this case without prejudice, and on March 28, 2018, the court approved this stipulation. On May 4, 2018, the remaining defendants answered plaintiff’s complaint. On May 4, 2018, the Board of Directors established a Special Litigation Committee (the SLC) to investigate the allegations in this derivative action. Three outside directors serve on the SLC. On July 24, 2018, the court entered an order granting the SLC’s motion to stay this case for six months, and ordering the SLC to provide a status report by November 30, 2018. The SLC provided a status report to the court on November 29, 2018. On December 28, 2018, the court extended the stay of the case through May 15, 2019. While Oracle continues to evaluate these claims, we do not believe this litigation will have a material impact on our financial position or results of operations. Securities Class Action and Derivative Litigation Concerning Oracle’s Cloud Business On August 10, 2018, a putative class action, brought by an alleged stockholder of Oracle, was filed in the United States District Court for the Northern District of California against us, our Chief Technology Officer, our two Chief Executive Officers, two other Oracle executives, and one former Oracle executive. On December 21, 2018, the court granted plaintiff’s motion that it be appointed lead plaintiff and approving its selection of lead plaintiff’s counsel. On March 8, 2019, plaintiff filed an amended complaint. Plaintiff alleges that the defendants made or are responsible for false and misleading statements regarding Oracle’s cloud business. Plaintiff further alleges that the former Oracle executive engaged in insider trading. Plaintiff seeks a ruling that this case may proceed as a class action, and seeks damages, attorneys’ fees and costs, and unspecified declaratory/injunctive relief. Defendants’ response to the amended complaint is due by April 19, 2019. We believe that we have meritorious defenses against this action, and we will continue to vigorously defend it. On February 12, 2019, a stockholder derivative lawsuit was filed in the United States District Court for the Northern District of California. The derivative suit is brought by two alleged stockholders of Oracle, purportedly on Oracle’s behalf, against all members of our Board of Directors, and Oracle as a nominal defendant. Plaintiffs claim that the alleged actions described in the August 10, 2018 class action discussed above caused harm to Oracle, and that Oracle’s Board members violated their fiduciary duties of care, loyalty, reasonable inquiry, and good faith by failing to prevent this alleged harm. Plaintiffs also allege that defendants’ actions constitute gross mismanagement, waste, and securities fraud. Plaintiffs seek a ruling that this case may proceed as a derivative action, a finding that defendants are liable for breaching their fiduciary duties, an order directing defendants to enact corporate reforms, attorneys’ fees and costs, and unspecified equitable relief. While Oracle continues to evaluate these claims, we do not believe this litigation 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. |
BASIS OF PRESENTATION AND REC_2
BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 9 Months Ended |
Feb. 28, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 (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 financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2018. 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 our fiscal year ending May 31, 2019. During the first nine months of fiscal 2019, we adopted the following Accounting Standards Updates: • Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers Topic 606 • ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities • ASU 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the presentation of Net Periodic Pension Costs and Net Periodic Postretirement Benefit Costs • ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory • ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities The impacts of adopting Topic 606 and ASU 2017-07 for select historical condensed consolidated statements of operations line items were as follows: Three Months Ended February 28, 2018 Nine Months Ended February 28, 2018 (in millions, except per share data) As Previously Reported Adjustments As Adjusted As Previously Reported Adjustments As Adjusted Total revenues $ 9,771 $ (95 ) $ 9,676 $ 28,579 $ (210 ) $ 28,369 Total operating expenses $ 6,361 $ — $ 6,361 $ 19,280 $ (14 ) $ 19,266 Non-operating income, net $ 423 $ (14 ) $ 409 $ 929 $ (38 ) $ 891 Provision for income taxes $ 7,324 $ (86 ) $ 7,238 $ 8,333 $ (127 ) $ 8,206 Net income (loss) $ (4,024 ) $ (23 ) $ (4,047 ) $ 418 $ (107 ) $ 311 Basic earnings (loss) per share $ (0.98 ) $ — $ (0.98 ) $ 0.10 $ (0.03 ) $ 0.07 Diluted earnings (loss) per share $ (0.98 ) $ — $ (0.98 ) $ 0.10 $ (0.03 ) $ 0.07 The impact of adopting Topic 606 for select historical condensed consolidated balance sheet line items was as follows: As of May 31, 2018 (in millions, except per share data) As Previously Reported Adjustments As Adjusted Trade receivables, net of allowances for doubtful accounts $ 5,279 $ (143 ) $ 5,136 Prepaid expenses and other current assets $ 3,424 $ 338 $ 3,762 Deferred tax assets $ 1,491 $ (96 ) $ 1,395 Other non-current assets $ 3,487 $ 488 $ 3,975 Total current liabilities $ 19,195 $ (71 ) $ 19,124 Total non-current liabilities $ 71,845 $ 9 $ 71,854 Total equity $ 46,224 $ 649 $ 46,873 There have been no other significant changes in our reported financial position or results of operations and cash flows as a result of the adoption of new accounting pronouncements. Except for the updates to our revenue recognition and deferred sales commission policies noted below, there have been no changes to our significant accounting policies that were disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2018 that have had a significant impact on our condensed consolidated financial statements or notes thereto as of and for the three and nine months ended February 28, 2019. |
Impacts of the U.S. Tax Cuts and Jobs Act of 2017 | Impacts of the U.S. Tax Cuts and Jobs Act of 2017 The comparability of our operating results in the third quarter and first nine months of fiscal 2019 compared to the corresponding prior year periods was impacted by the U.S. Tax Cuts and Jobs Act of 2017 (the Tax Act), which was effective for us starting in our third quarter of fiscal 2018. Information regarding our adoption and prospective impacts of the Tax Act on our tax and liquidity profile is included in our Annual Report on Form 10-K for our fiscal year ended May 31, 2018. The net expense related to the enactment of the Tax Act has been accounted for during the third quarter and first nine months of fiscal 2018 based on provisional estimates pursuant to SEC Staff Accounting Bulletin No. 118 (SAB 118). In the third quarter of fiscal 2019, we completed our analysis of the impacts of the Tax Act. We recorded a tax benefit of $376 million and $529 million, respectively, during the three and nine months ended February 28, 2019, respectively, in accordance with SAB 118 related to adjustments in our estimates of the one-time transition tax on certain foreign subsidiary earnings. We also recorded a tax expense of $140 million during the fiscal 2019 periods presented in accordance with SAB 118 related to the remeasurement of our net deferred tax assets and liabilities. Additionally, we completed our analysis of the accounting policy election required with regard to the Tax Act’s Global Intangible Low-Taxed Income (GILTI) provision. The Financial Accounting Standards Board (FASB) allows companies to adopt a policy election to account for GILTI under one of two methods: (i) account for GILTI as a component of tax expense in the period in which a company is subject to the rules (the period cost method), or (ii) account for GILTI in a company’s measurement of deferred taxes (the deferred method). We elected the deferred method, under which we recorded the income tax expense impact to our condensed consolidated financial statements during the third quarter of fiscal 2019. |
Revenue Recognition | Revenue Recognition Our sources of revenues include: • cloud and license revenues, which include the sale of: cloud services and license support; and cloud licenses and on-premise licenses, which represent licenses purchased by customers for use in both cloud and on-premise IT environments; • hardware revenues, which include the sale of hardware products including Oracle Engineered Systems, servers, and storage products, and industry-specific hardware; and hardware support revenues; and • services revenues, which are earned from providing cloud-, license- and hardware-related services including consulting, advanced customer support and education services. License support revenues are typically generated through the sale of license support contracts related to cloud license and on-premise licenses purchased by our customers at their option. License support contracts provide customers with rights to unspecified software product upgrades, maintenance releases and patches released during the term of the support period and include internet access to technical content, as well as internet and telephone access to technical support personnel. License support contracts are generally priced as a percentage of the net cloud license and on-premise license fees. Substantially all of our customers renew their license support contracts annually. Cloud services revenues include revenues from Oracle Cloud Software-as-a-Service (SaaS) and Infrastructure-as-a-Service (IaaS) offerings (collectively, Oracle Cloud Services), which deliver applications and infrastructure technologies, respectively, via cloud-based deployment models that we develop functionality for, provide unspecified updates and enhancements for, host, manage and support and that customers access by entering into a subscription agreement with us for a stated period. Our IaaS offerings also include Oracle Managed Cloud Services, which are designed to provide comprehensive software and hardware management, maintenance and security services for customer cloud-based, on-premise or other IT infrastructure for a fee for a stated term. Cloud license and on-premise license revenues primarily represent amounts earned from granting customers licenses to use our database, middleware, application and industry-specific software products which our customers use for cloud-based, on-premise and other IT environments. The vast majority of our cloud license and on-premise license arrangements include license support contracts, which are entered into at the customer’s option. Revenues from the sale of hardware products represent amounts earned primarily from the sale of our Oracle Engineered Systems, computer servers, storage, and industry-specific hardware. Our hardware support offerings generally provide customers with software updates for the software components that are essential to the functionality of the hardware products purchased and can also include product repairs, maintenance services and technical support services. Hardware support contracts are generally priced as a percentage of the net hardware products fees. Our consulting services are offered as standalone arrangements or as a part of arrangements to customers buying other products and services. Our advanced customer support services are offered as standalone arrangements or as a part of arrangements to customers buying other products and services. We offer these advanced customer support services to Oracle customers to enable increased performance and higher availability of their products and services. Education services include instructor-led, media-based and internet-based training in the use of our cloud, software and hardware products. Topic 606 is a single standard for revenue recognition that applies to all of our cloud, software, hardware and services arrangements and generally requires revenues to be recognized upon the transfer of control of promised goods or services provided to our customers, reflecting the amount of consideration we expect to receive for those goods or services. Pursuant to Topic 606, revenues are recognized upon the application of the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenues when, or as, the contractual performance obligations are satisfied. The timing of revenue recognition may differ from the timing of invoicing to our customers. We record an unbilled receivable, which is included within accounts receivable on our condensed consolidated balance sheets, when revenue is recognized prior to invoicing. We record deferred revenues on our condensed consolidated balance sheets when revenues are recognized subsequent to cash collection for an invoice. Our standard payment terms are generally net 30 days but may vary. Invoices for cloud license and on-premise licenses and hardware products are generally issued when the license is made available for customer use or upon delivery to the customer of the hardware product. Invoices for license support and hardware support contracts are generally invoiced annually in advance. Cloud SaaS and IaaS contracts are generally invoiced annually, quarterly or monthly in advance. Services are generally invoiced in advance or as the services are performed. Most contracts that contain a financing component are contracts financed through our financing division. The transaction price for a contract that is financed through our financing division is adjusted to reflect the time value of money and interest revenue is recorded as a component of non-operating income, net within our condensed consolidated statements of operations based on market rates in the country in which the transaction is being financed. Our revenue arrangements generally include standard warranty or service level provisions that our arrangements will perform and operate in all material respects as defined in the respective agreements, the financial impacts of which have historically been and are expected to continue to be insignificant. Our arrangements generally do not include a general right of return relative to the delivered products or services. We recognize revenues net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Revenue Recognition for Cloud Services Revenues from cloud services provided on a subscription basis are generally recognized ratably over the contractual period that the services are delivered, beginning on the date our service is made available to our customers. We recognize revenue ratably because the customer receives and consumes the benefits of the cloud services throughout the contract period. Revenues from cloud services provided on a consumption basis, such as metered services, are generally recognized based on the utilization of the services by the customer. Revenue Recognition for License Support and Hardware Support Oracle’s primary performance obligations with respect to license support contracts and hardware support contracts are to provide customers with technical support as needed and unspecified software product upgrades, maintenance releases and patches during the term of the support period evenues for license support contracts and hardware support contracts are generally recognized ratably over the contractual periods that the support services are provided. Revenue Recognition for Cloud License and On-Premise License Revenues from distinct cloud license and on-premise license performance obligations are generally recognized upfront at the point in time Revenue Recognition for Hardware Products 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. Revenue Recognition for Services Services revenues are generally recognized over time as the services are performed. Revenues for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenues for consumption-based services are generally recognized as the services are performed. Allocation of the Transaction Price for Contracts that have Multiple Performance Obligations Many of our contracts include multiple performance obligations. Judgment is required in determining whether each performance obligation is distinct. Oracle products and services generally do not require a significant amount of integration or interdependency. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (SSP) for each performance obligation within each contract. We use judgment in determining the SSP for products and services. For substantially all performance obligations except cloud licenses and on-premise licenses, we are able to establish SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish a standalone selling price range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Our cloud licenses and on-premise licenses have not historically been sold on a standalone basis, as substantially all customers elect to purchase license support contracts at the time of a cloud license and on-premise license purchase. License support contracts are generally priced as a percentage of the net fees paid by the customer to access the license. We are unable to establish SSP for our cloud licenses and on-premise licenses based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. As a result, the SSP for a cloud license and an on-premise license included in a contract with multiple performance obligations is determined by applying a residual approach whereby all other performance obligations within a contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to cloud license and on-premise license revenues. Deferred Sales Commissions We defer sales commissions earned by our sales force that are considered to be incremental and recoverable costs of obtaining a cloud, license support and hardware support contract. Initial sales commissions for the majority of these aforementioned contracts are generally deferred and amortized on a straight-line basis over a period of benefit that we estimate to be four to five years. We determine the period of benefit by taking into consideration the historical and expected durations of our customer contracts, the expected useful lives of our technologies, and other factors. Sales commissions for renewal contracts relating to our cloud-based arrangements are generally deferred and then amortized on a straight-line basis over the related contractual renewal period, which is generally one to three years. Amortization of deferred sales commissions is included as a component of sales and marketing expenses in our condensed consolidated statements of operations. Remaining Performance Obligations from Contracts with Customers Trade receivables, net of allowance for doubtful accounts, and deferred revenues are reported net of related uncollected deferred revenues in our condensed consolidated balance sheets as of February 28, 2019 and May 31, 2018. The amount of revenues recognized during the nine months ended February 28, 2019 that were included in the opening deferred revenues balance as of May 31, 2018 was approximately $7.7 billion. Revenues recognized from performance obligations satisfied in prior periods were immaterial during each of the three and nine months ended February 28, 2019 and 2018. Impairment losses recognized on our receivables were immaterial in each of the three and nine months ended February 28, 2019 and 2018. Remaining performance obligations represent contracted revenues that had not yet been recognized, and include deferred revenues; invoices that have been issued to customers but were uncollected and have not been recognized as revenues; and amounts that will be invoiced and recognized as revenues in future periods. The volumes and amounts of customer contracts that we book and total revenues that we recognize are impacted by a variety of seasonal factors. In each fiscal year, the amounts and volumes of contracting activity and our total revenues are typically highest in our fourth fiscal quarter and lowest in our first fiscal quarter. These seasonal impacts influence how our remaining performance obligations change over time. As of February 28, 2019, our remaining performance obligations were $31.5 billion, approximately 62% of which we expect to recognize as revenues over the next twelve months and the remainder thereafter. Refer to Note 10 for our discussion of revenues disaggregation. |
Cash, Cash Equivalents and Restricted Cash | 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, 2019 and May 31, 2018 and our condensed consolidated statements of cash flows for the nine months ended February 28, 2019 and 2018 was nominal. |
Acquisition Related and Other Expenses | Acquisition Related and Other Expenses Acquisition related and other expenses consist of personnel related costs and stock-based compensation for transitional and certain other employees, integration related professional services, certain business combination adjustments including certain adjustments after the measurement period has ended and certain other operating items, net. Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Transitional and other employee related costs $ 13 $ 9 $ 39 $ 32 Stock-based compensation — — — 1 Professional fees and other, net 3 (8 ) 10 (1 ) Business combination adjustments, net (20 ) 2 (20 ) — Total acquisition related and other expenses $ (4 ) $ 3 $ 29 $ 32 |
Non-Operating Income, net | Non-Operating Income, net Non-operating 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) and net other income, including net realized gains and losses related to all of our investments, net unrealized gains and losses related to the small portion of our investment portfolio related to our deferred compensation plan, and non-service net periodic pension income (losses). Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Interest income $ 246 $ 313 $ 890 $ 852 Foreign currency losses, net (13 ) (35 ) (68 ) (46 ) Noncontrolling interests in income (35 ) (37 ) (106 ) (111 ) Other (loss) income, net — 168 (35 ) 196 Total non-operating income, net $ 198 $ 409 $ 681 $ 891 |
Sales of Financing Receivables | Sales of Financing Receivables We offer certain of our customers the option to acquire our software products, hardware products 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 $274 million and $1.3 billion for the three and nine months ended February 28, 2019, respectively, and $360 million and $1.3 billion for the three and nine months ended February 28, 2018, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Internal-use Software: In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15) , which clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 is effective for us in the first quarter of fiscal 2020, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2018-15 on our consolidated financial statements. Retirement Benefits: In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans (ASU 2018-14), which modifies the disclosure requirements for defined benefit pension plans and other postretirement plans. ASU 2018-14 is effective for us in the first quarter of fiscal 2021, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2018-14 on our consolidated financial statements. Fair Value Measurement: In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for us in the first quarter of fiscal 2020, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2018-13 on our consolidated financial statements. Comprehensive Income: In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU 2018-02), which allows companies to reclassify stranded tax effects resulting from the Tax Act, from accumulated other comprehensive income to retained earnings. The guidance also requires certain new disclosures regardless of the election. ASU 2018-02 is effective for us in the first quarter of fiscal 2020, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2018-02 on our consolidated financial statements. Financial Instruments: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and subsequent amendment to the initial guidance: ASU 2018-19 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 is effective for us in our first quarter of fiscal 2021, and earlier adoption is permitted beginning in the first quarter of fiscal 2020. We are currently evaluating the impact of our pending adoption of Topic 326 on our consolidated financial statements. Leases: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). Topic 842 requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. We expect to adopt Topic ASC 842 using the effective date of June 1, 2019 as the date of our initial application of the standard. Consequently, financial information for the comparative periods will not be updated. We are currently evaluating the impact of our pending adoption of Topic 842 on our consolidated financial statements. We currently expect that most of our operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon our adoption of Topic 842, which will increase our total assets and total liabilities that we report relative to such amounts prior to adoption. |
BASIS OF PRESENTATION AND REC_3
BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS (Tables) | 9 Months Ended |
Feb. 28, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Adoption of Accounting Standard Updates | Three Months Ended February 28, 2018 Nine Months Ended February 28, 2018 (in millions, except per share data) As Previously Reported Adjustments As Adjusted As Previously Reported Adjustments As Adjusted Total revenues $ 9,771 $ (95 ) $ 9,676 $ 28,579 $ (210 ) $ 28,369 Total operating expenses $ 6,361 $ — $ 6,361 $ 19,280 $ (14 ) $ 19,266 Non-operating income, net $ 423 $ (14 ) $ 409 $ 929 $ (38 ) $ 891 Provision for income taxes $ 7,324 $ (86 ) $ 7,238 $ 8,333 $ (127 ) $ 8,206 Net income (loss) $ (4,024 ) $ (23 ) $ (4,047 ) $ 418 $ (107 ) $ 311 Basic earnings (loss) per share $ (0.98 ) $ — $ (0.98 ) $ 0.10 $ (0.03 ) $ 0.07 Diluted earnings (loss) per share $ (0.98 ) $ — $ (0.98 ) $ 0.10 $ (0.03 ) $ 0.07 As of May 31, 2018 (in millions, except per share data) As Previously Reported Adjustments As Adjusted Trade receivables, net of allowances for doubtful accounts $ 5,279 $ (143 ) $ 5,136 Prepaid expenses and other current assets $ 3,424 $ 338 $ 3,762 Deferred tax assets $ 1,491 $ (96 ) $ 1,395 Other non-current assets $ 3,487 $ 488 $ 3,975 Total current liabilities $ 19,195 $ (71 ) $ 19,124 Total non-current liabilities $ 71,845 $ 9 $ 71,854 Total equity $ 46,224 $ 649 $ 46,873 |
Acquisition Related and Other Expenses | Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Transitional and other employee related costs $ 13 $ 9 $ 39 $ 32 Stock-based compensation — — — 1 Professional fees and other, net 3 (8 ) 10 (1 ) Business combination adjustments, net (20 ) 2 (20 ) — Total acquisition related and other expenses $ (4 ) $ 3 $ 29 $ 32 |
Non-Operating Income, net | Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Interest income $ 246 $ 313 $ 890 $ 852 Foreign currency losses, net (13 ) (35 ) (68 ) (46 ) Noncontrolling interests in income (35 ) (37 ) (106 ) (111 ) Other (loss) income, net — 168 (35 ) 196 Total non-operating income, net $ 198 $ 409 $ 681 $ 891 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Feb. 28, 2019 | |
Business Combinations [Abstract] | |
Unaudited Pro Forma Financial Information | Three Months Ended February 28, Nine Months Ended February 28, (in millions, except per share data) 2019 2018 2019 2018 Total revenues $ 9,614 $ 9,724 $ 28,376 $ 28,507 Net income (loss) $ 2,745 $ (4,070 ) $ 7,336 $ 242 Basic earnings (loss) per share $ 0.78 $ (0.99 ) $ 1.97 $ 0.06 Diluted earnings (loss) per share $ 0.76 $ (0.99 ) $ 1.92 $ 0.06 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Feb. 28, 2019 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | February 28, 2019 May 31, 2018 Fair Value Measurements Using Input Types Fair Value Measurements Using Input Types (in millions) Level 1 Level 2 Total Level 1 Level 2 Total Assets: Corporate debt securities and other $ — $ 25,361 $ 25,361 $ 223 $ 44,079 $ 44,302 Commercial paper debt securities — 348 348 — 1,647 1,647 Money market funds 6,050 — 6,050 6,500 — 6,500 Derivative financial instruments — — — — 29 29 Total assets $ 6,050 $ 25,709 $ 31,759 $ 6,723 $ 45,755 $ 52,478 Liabilities: Derivative financial instruments $ — $ 206 $ 206 $ — $ 158 $ 158 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Feb. 28, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net Weighted Average Useful Life ( 2) (Dollars in millions) May 31, 2018 Additions & Adjustments, net ( 1) February 28, 2019 May 31, 2018 Expense February 28, 2019 May 31, 2018 February 28, 2019 Developed technology $ 5,309 $ 271 $ 5,580 $ (2,814 ) $ (640 ) $ (3,454 ) $ 2,495 $ 2,126 3 Cloud services and license support agreements 5,999 (15 ) 5,984 (2,285 ) (539 ) (2,824 ) 3,714 3,160 4 Other 1,622 17 1,639 (1,161 ) (86 ) (1,247 ) 461 392 5 Total intangible assets, net $ 12,930 $ 273 $ 13,203 $ (6,260 ) $ (1,265 ) $ (7,525 ) $ 6,670 $ 5,678 3 (1) Amounts also include any changes in intangible asset balances for the periods presented that resulted from foreign currency translations. (2) Represents weighted-average useful lives (in years) of intangible assets acquired during fiscal 2019. |
Estimated Future Amortization Expenses Related to Intangible Assets | Remainder of fiscal 2019 $ 401 Fiscal 2020 1,492 Fiscal 2021 1,269 Fiscal 2022 1,018 Fiscal 2023 622 Fiscal 2024 391 Thereafter 485 Total intangible assets, net $ 5,678 |
Goodwill | (in millions) Cloud and License Hardware Services Total Goodwill, net Balances as of May 31, 2018 $ 39,600 $ 2,367 $ 1,788 $ 43,755 Goodwill from acquisitions 96 — — 96 Goodwill adjustments, net (1) (65 ) — (10 ) (75 ) Balances as of February 28, 2019 $ 39,631 $ 2,367 $ 1,778 $ 43,776 (1) Pursuant to our business combinations accounting policy, we recorded goodwill adjustments for the effects on goodwill of changes to net assets acquired during the period that such a change is identified, provided that any such change is within the measurement period (up to one year from the date of the acquisition). Amounts also include any changes in goodwill balances for the period presented that resulted from foreign currency translations. |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 9 Months Ended |
Feb. 28, 2019 | |
Restructuring And Related Activities [Abstract] | |
Summary of All Plans | Accrued May 31, 2018 (2) Nine Months Ended February 28, 2019 Accrued February 28, 2019 (2) Total Costs Accrued to Date Total Expected Program Costs (in millions) Initial Costs (3) Adj. to Cost (4) Cash Payments Others (5) 2019 Restructuring Plan (1) Cloud and license $ — $ 141 $ (3 ) $ (86 ) $ (1 ) $ 51 $ 138 $ 230 Hardware — 48 — (29 ) — 19 48 66 Services — 31 1 (21 ) — 11 32 45 Other (6) — 80 (1 ) (35 ) 2 46 79 91 Total 2019 Restructuring Plan $ — $ 300 $ (3 ) $ (171 ) $ 1 $ 127 $ 297 $ 432 Total other restructuring plans (7) $ 282 $ 5 $ (42 ) $ (167 ) $ 2 $ 80 Total restructuring plans $ 282 $ 305 $ (45 ) $ (338 ) $ 3 $ 207 (1) Restructuring costs recorded for individual line items primarily related to employee severance costs. (2) The balances at February 28, 2019 and May 31, 2018 included $183 million and $257 million, respectively, recorded in other current liabilities, and $24 million and $25 million, respectively, recorded in other non-current liabilities. (3) Costs recorded for the respective restructuring plans during the current 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 adjustments. (6) Represents employee related severance costs for functions that are not included within our operating segments and certain other restructuring costs. (7) Other restructuring plans presented in the table 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 period presented but for which the periodic impact to our condensed consolidated statements of operations was not significant. |
DEFERRED REVENUES (Tables)
DEFERRED REVENUES (Tables) | 9 Months Ended |
Feb. 28, 2019 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenues | (in millions) February 28, 2019 May 31, 2018 Cloud services and license support $ 6,807 $ 7,265 Hardware 550 645 Services 378 404 Cloud license and on-premise license 272 27 Deferred revenues, current 8,007 8,341 Deferred revenues, non-current (in other non-current liabilities) 626 625 Total deferred revenues $ 8,633 $ 8,966 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Feb. 28, 2019 | |
Derivative Instrument Detail [Abstract] | |
Fair Values of Derivative and Non-Derivative Instruments Designated as Hedges in Consolidated Balance Sheets | Fair Value as of (in millions) Balance Sheet Location February 28, 2019 May 31, 2018 Derivative assets: Interest rate swap agreements designated as fair value hedges Other non-current assets $ — $ 24 Cross-currency interest rate swap agreements designated as fair value hedges Other non-current assets — 5 Total derivative assets $ — $ 29 Derivative liabilities: Interest rate swap agreements designated as fair value hedges Other current liabilities $ 11 $ 7 Interest rate swap agreements designated as fair value hedges Other non-current liabilities 15 48 Cross-currency interest rate swap agreements designated as fair value hedges Other non-current liabilities 15 — Cross-currency swap agreements designated as cash flow hedges Other non-current liabilities 165 103 Total derivative liabilities $ 206 $ 158 |
Effects of Fair Value Hedging Relationships on Hedged Items in Condensed Consolidated Balance Sheet | (in millions) February 28, 2019 May 31, 2018 Notes payable and other borrowings, current: Carrying amount of hedged item $ 1,988 $ 1,492 Cumulative hedging adjustments included in the carrying amount (11 ) (7 ) Notes payable and other borrowings, non-current: Carrying amounts of hedged items 3,631 5,584 Cumulative hedging adjustments included in the carrying amount 24 (19 ) |
Effects of Derivative and Non-Derivative Instruments Designated as Hedges on Income | Three Months Ended February 28, 2019 2018 (in millions) Non-operating income, net Interest expense Non-operating income, net Interest expense Condensed consolidated statements of income line amounts in which the hedge effects were recorded $ 198 $ (509 ) $ 409 $ (533 ) Gain (loss) on hedges recognized in income: Interest rate swaps designated as fair value hedges: Derivative instruments $ — $ 43 $ — $ (47 ) Hedged items — (43 ) — 47 Cross-currency interest rate swaps designated as fair value hedges: Derivative instruments 7 9 — — Hedged items (4 ) (9 ) — — Cross-currency swap agreements designated as cash flow hedges: Amount of gain reclassified from accumulated OCI or OCL 11 — 51 — Total gain on hedges recognized in income $ 14 $ — $ 51 $ — Nine Months Ended February 28, 2019 2018 (in millions) Non-operating income, net Interest expense Non-operating income, net Interest expense Condensed consolidated statements of income line amounts in which the hedge effects were recorded $ 681 $ (1,557 ) $ 891 $ (1,477 ) Gain (loss) on hedges recognized in income: Interest rate swaps designated as fair value hedges: Derivative instruments $ — $ 5 $ — $ (94 ) Hedged items — (5 ) — 94 Cross-currency interest rate swaps designated as fair value hedges: Derivative instruments (21 ) 10 — — Hedged items 22 (10 ) — — Cross-currency swap agreements designated as cash flow hedges: Amount of gain (loss) reclassified from accumulated OCI or OCL (26 ) — 142 — Total gain (loss) on hedges recognized in income $ (25 ) $ — $ 142 $ — |
Effects of Derivative and Non-Derivative Instruments Designated as Hedges on Other Comprehensive Income (OCI) or Loss (OCL) | Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Cross-currency swap agreements designated as cash flow hedges $ (7 ) $ 57 $ (62 ) $ 161 Foreign currency borrowings designated as net investment hedge — (31 ) — (85 ) |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Feb. 28, 2019 | |
Stockholders Equity Note [Abstract] | |
Stock-Based Compensation Expense | Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Cloud services and license support $ 26 $ 21 $ 74 $ 58 Hardware 2 2 7 8 Services 12 13 37 41 Sales and marketing 89 87 278 275 Research and development 254 221 732 693 General and administrative 44 45 131 135 Acquisition related and other — — — 1 Total stock-based compensation $ 427 $ 389 $ 1,259 $ 1,211 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Feb. 28, 2019 | |
Segment Reporting [Abstract] | |
Summary of Businesses Results | Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Cloud and license: Revenues (1) $ 7,917 $ 7,891 $ 23,259 $ 23,018 Cloud services and license support expenses 890 854 2,668 2,526 Sales and marketing expenses 1,780 1,743 5,357 5,200 Margin (2) $ 5,247 $ 5,294 $ 15,234 $ 15,292 Hardware: Revenues $ 915 $ 994 $ 2,711 $ 2,878 Hardware products and support expenses 331 387 973 1,094 Sales and marketing expenses 123 155 381 487 Margin (2) $ 461 $ 452 $ 1,357 $ 1,297 Services: Revenues $ 786 $ 796 $ 2,416 $ 2,512 Services expenses 662 673 2,015 2,015 Margin (2) $ 124 $ 123 $ 401 $ 497 Totals: Revenues (1) $ 9,618 $ 9,681 $ 28,386 $ 28,408 Expenses 3,786 3,812 11,394 11,322 Margin (2) $ 5,832 $ 5,869 $ 16,992 $ 17,086 (1) Cloud and license revenues presented for management reporting included revenues related to cloud and license obligations that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our consolidated statements of operations for the periods presented due to business combination accounting requirements. See Note 6 for an explanation of these adjustments and the table below for a reconciliation of our total operating segment revenues to our total consolidated revenues as reported in our condensed consolidated statements of operations. (2) 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 income, net. |
Reconciliation of Total Operating Segment Revenues to Total Revenues | Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Total revenues for operating segments $ 9,618 $ 9,681 $ 28,386 $ 28,408 Cloud and license revenues (1) (4 ) (5 ) (17 ) (39 ) Total revenues $ 9,614 $ 9,676 $ 28,369 $ 28,369 |
Reconciliation of Total Operating Segment Margin to Income before Provision for Income Taxes | Total margin for operating segments $ 5,832 $ 5,869 $ 16,992 $ 17,086 Cloud and license revenues (1) (4 ) (5 ) (17 ) (39 ) Research and development (1,426 ) (1,496 ) (4,464 ) (4,541 ) General and administrative (316 ) (339 ) (935 ) (977 ) Amortization of intangible assets (407 ) (394 ) (1,265 ) (1,205 ) Acquisition related and other 4 (3 ) (29 ) (32 ) Restructuring (43 ) (91 ) (275 ) (506 ) Stock-based compensation for operating segments (129 ) (123 ) (396 ) (382 ) Expense allocations and other, net (112 ) (103 ) (333 ) (301 ) Interest expense (509 ) (533 ) (1,557 ) (1,477 ) Non-operating income, net 198 409 681 891 Income before provision for income taxes $ 3,088 $ 3,191 $ 8,402 $ 8,517 (1) Cloud and license revenues presented |
Disaggregation of Revenue by Geography and Ecosystem | Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Americas $ 5,266 $ 5,253 $ 15,671 $ 15,632 EMEA (1) 2,781 2,881 8,139 8,213 Asia Pacific (2) 1,567 1,542 4,559 4,524 Total revenues $ 9,614 $ 9,676 $ 28,369 $ 28,369 (1) Comprised of Europe, the Middle East and Africa (2) The Asia Pacific region includes Japan Three Months Ended February 28, Nine Months Ended February 28, (in millions) 2019 2018 2019 2018 Applications revenues $ 2,841 $ 2,717 $ 8,410 $ 8,001 Infrastructure revenues 5,072 5,169 14,832 14,978 Total cloud and license revenues $ 7,913 $ 7,886 $ 23,242 $ 22,979 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Feb. 28, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Three Months Ended February 28, Nine Months Ended February 28, (in millions, except per share data) 2019 2018 2019 2018 Net income (loss) $ 2,745 $ (4,047 ) $ 7,343 $ 311 Weighted average common shares outstanding 3,526 4,122 3,716 4,146 Dilutive effect of employee stock plans 91 — 95 122 Dilutive weighted average common shares outstanding 3,617 4,122 3,811 4,268 Basic earnings (loss) per share $ 0.78 $ (0.98 ) $ 1.98 $ 0.07 Diluted earnings (loss) per share $ 0.76 $ (0.98 ) $ 1.93 $ 0.07 Shares subject to anti-dilutive restricted stock-based awards and stock options excluded from calculation ( 1) 67 190 73 60 (1) These weighted shares relate to anti-dilutive restricted service based stock-based awards and stock options (as calculated using the treasury stock method) and contingently issuable shares under PSO and PSU arrangements. Such shares could be dilutive in the future. |
BASIS OF PRESENTATION AND REC_4
BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | Jun. 01, 2018 | May 31, 2018 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Operating expense | $ 6,215 | $ 6,361 | $ 19,091 | $ 19,266 | ||
Non-operating income, net | 198 | 409 | 681 | 891 | ||
Retained earnings | (1,284) | (1,284) | $ 19,111 | |||
Effect of Tax Cuts and Jobs Act 2017 [Abstract] | ||||||
Adjustment to one-time transition tax, tax cuts and jobs act 2017 | 376 | 529 | ||||
Remeasurement of deferred tax assets and liabilities, tax cuts and jobs act 2017 | 140 | 140 | ||||
Contract with Customer, Asset and Liability [Abstract] | ||||||
Revenues recognized included in opening deferred revenue balance | 7,700 | |||||
Revenue, Performance Obligation [Abstract] | ||||||
Remaining Performance Obligation, Amount, Total | $ 31,500 | $ 31,500 | ||||
Remaining Performance Obligation, Percentage, to be recognized in the next twelve months | 62.00% | 62.00% | ||||
Restricted Cash Equivalents [Abstract] | ||||||
Restricted cash and cash equivalent item, description | Restricted cash that was included within cash and cash equivalents as presented within our condensed consolidated balance sheets as of February 28, 2019 and May 31, 2018 and our condensed consolidated statements of cash flows for the nine months ended February 28, 2019 and 2018 was nominal. | |||||
Sales of Financing Receivables [Abstract] | ||||||
Sales of financing receivables | $ 274 | 360 | $ 1,300 | 1,300 | ||
ASU 2017-07 [Member] | Restatement Adjustment [Member] | ||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Operating expense | (14) | (41) | ||||
Non-operating income, net | $ (14) | $ (41) | ||||
ASU 2016-16 [Member] | Restatement Adjustment [Member] | ||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Prepaid assets | $ (110) | |||||
Retained earnings | $ (110) |
BASIS OF PRESENTATION AND REC_5
BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | May 31, 2018 | |
Condensed Consolidated Statement of Operations [Abstract] | |||||
Total revenues | $ 9,614 | $ 9,676 | $ 28,369 | $ 28,369 | |
Total operating expenses | 6,215 | 6,361 | 19,091 | 19,266 | |
Non-operating income, net | 198 | 409 | 681 | 891 | |
Provision for income taxes | 343 | 7,238 | 1,059 | 8,206 | |
Net income (loss) | $ 2,745 | $ (4,047) | $ 7,343 | $ 311 | |
Basic earnings (loss) per share | $ 0.78 | $ (0.98) | $ 1.98 | $ 0.07 | |
Diluted earnings (loss) per share | $ 0.76 | $ (0.98) | $ 1.93 | $ 0.07 | |
Condensed Consolidated Balance Sheet [Abstract] | |||||
Trade receivables, net of allowances for doubtful accounts | $ 3,993 | $ 3,993 | $ 5,136 | ||
Prepaid expenses and other current assets | 3,594 | 3,594 | 3,762 | ||
Deferred tax assets | 2,033 | 2,033 | 1,395 | ||
Other non-current assets | 4,137 | 4,137 | 3,975 | ||
Total current liabilities | 17,986 | 17,986 | 19,124 | ||
Total non-current liabilities | 67,214 | 67,214 | 71,854 | ||
Total equity | 24,238 | $ 49,071 | 24,238 | $ 49,071 | 46,873 |
Acquisition Related and Other Expenses [Abstract] | |||||
Transitional and other employee related costs | 13 | 9 | 39 | 32 | |
Stock-based compensation | 0 | 0 | 0 | 1 | |
Professional fees and other, net | 3 | (8) | 10 | (1) | |
Business combination adjustments, net | (20) | 2 | (20) | 0 | |
Total acquisition related and other expenses | (4) | 3 | 29 | 32 | |
Non-Operating Income, net [Abstract] | |||||
Interest income | 246 | 313 | 890 | 852 | |
Foreign currency losses, net | (13) | (35) | (68) | (46) | |
Noncontrolling interests in income | (35) | (37) | (106) | (111) | |
Other (loss) income, net | 0 | 168 | (35) | 196 | |
Total non-operating income, net | $ 198 | 409 | $ 681 | 891 | |
Adoption of Topic 606 and ASU 2017-07 [Member] | |||||
Condensed Consolidated Statement of Operations [Abstract] | |||||
Total revenues | 9,676 | 28,369 | |||
Total operating expenses | 6,361 | 19,266 | |||
Non-operating income, net | 409 | 891 | |||
Provision for income taxes | 7,238 | 8,206 | |||
Net income (loss) | $ (4,047) | $ 311 | |||
Basic earnings (loss) per share | $ (0.98) | $ 0.07 | |||
Diluted earnings (loss) per share | $ (0.98) | $ 0.07 | |||
Condensed Consolidated Balance Sheet [Abstract] | |||||
Trade receivables, net of allowances for doubtful accounts | 5,136 | ||||
Prepaid expenses and other current assets | 3,762 | ||||
Deferred tax assets | 1,395 | ||||
Other non-current assets | 3,975 | ||||
Total current liabilities | 19,124 | ||||
Total non-current liabilities | 71,854 | ||||
Total equity | 46,873 | ||||
Non-Operating Income, net [Abstract] | |||||
Total non-operating income, net | $ 409 | $ 891 | |||
Adoption of Topic 606 and ASU 2017-07 [Member] | As Previously Reported [Member] | |||||
Condensed Consolidated Statement of Operations [Abstract] | |||||
Total revenues | 9,771 | 28,579 | |||
Total operating expenses | 6,361 | 19,280 | |||
Non-operating income, net | 423 | 929 | |||
Provision for income taxes | 7,324 | 8,333 | |||
Net income (loss) | $ (4,024) | $ 418 | |||
Basic earnings (loss) per share | $ (0.98) | $ 0.10 | |||
Diluted earnings (loss) per share | $ (0.98) | $ 0.10 | |||
Condensed Consolidated Balance Sheet [Abstract] | |||||
Trade receivables, net of allowances for doubtful accounts | 5,279 | ||||
Prepaid expenses and other current assets | 3,424 | ||||
Deferred tax assets | 1,491 | ||||
Other non-current assets | 3,487 | ||||
Total current liabilities | 19,195 | ||||
Total non-current liabilities | 71,845 | ||||
Total equity | 46,224 | ||||
Non-Operating Income, net [Abstract] | |||||
Total non-operating income, net | $ 423 | $ 929 | |||
Adoption of Topic 606 and ASU 2017-07 [Member] | Adjustments [Member] | |||||
Condensed Consolidated Statement of Operations [Abstract] | |||||
Total revenues | (95) | (210) | |||
Total operating expenses | 0 | (14) | |||
Non-operating income, net | (14) | (38) | |||
Provision for income taxes | (86) | (127) | |||
Net income (loss) | $ (23) | $ (107) | |||
Basic earnings (loss) per share | $ 0 | $ (0.03) | |||
Diluted earnings (loss) per share | $ 0 | $ (0.03) | |||
Condensed Consolidated Balance Sheet [Abstract] | |||||
Trade receivables, net of allowances for doubtful accounts | (143) | ||||
Prepaid expenses and other current assets | 338 | ||||
Deferred tax assets | (96) | ||||
Other non-current assets | 488 | ||||
Total current liabilities | (71) | ||||
Total non-current liabilities | 9 | ||||
Total equity | $ 649 | ||||
Non-Operating Income, net [Abstract] | |||||
Total non-operating income, net | $ (14) | $ (38) |
ACQUISITIONS Narrative (Details
ACQUISITIONS Narrative (Details) - USD ($) $ in Millions | Mar. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | May 31, 2018 |
Acquisition [Line Items] | ||||
Fair values of restricted stock-based awards and stock options assumed in connection with acquisitions | $ 8 | $ 0 | ||
Goodwill, net | $ 43,776 | $ 43,755 | ||
Aconex Limited [Member] | ||||
Acquisition [Line Items] | ||||
Acquisition completion date | Mar. 28, 2018 | |||
Total purchase price | $ 1,200 | |||
Cash portion of purchase price | 1,200 | |||
Fair values of restricted stock-based awards and stock options assumed in connection with acquisitions | 7 | |||
Net liabilities | 20 | |||
Intangible assets | 377 | |||
Goodwill, net | $ 864 | |||
Other Fiscal 2019 and 2018 Acquisitions [Member] | ||||
Acquisition [Line Items] | ||||
Materiality of acquisition individually or in the aggregate | These acquisitions were not significant individually or in the aggregate. |
ACQUISITIONS - UNAUDITED PRO FO
ACQUISITIONS - UNAUDITED PRO FORMA FINANCIAL INFORMATION (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | |
Acquisitions Proforma [Abstract] | ||||
Total revenues | $ 9,614 | $ 9,724 | $ 28,376 | $ 28,507 |
Net income (loss) | $ 2,745 | $ (4,070) | $ 7,336 | $ 242 |
Basic earnings (loss) per share | $ 0.78 | $ (0.99) | $ 1.97 | $ 0.06 |
Diluted earnings (loss) per share | $ 0.76 | $ (0.99) | $ 1.92 | $ 0.06 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions | Feb. 28, 2019 | May 31, 2018 |
Assets [Abstract] | ||
Derivative financial instruments | $ 0 | $ 29 |
Total assets | 31,759 | 52,478 |
Liabilities [Abstract] | ||
Derivative financial instruments | 206 | 158 |
Commercial Paper Debt Securities [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | 348 | 1,647 |
Money Market Funds [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | 6,050 | 6,500 |
Corporate Debt Securities and Other [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | 25,361 | 44,302 |
Fair Value Measurements Using Input Types Level 1 [Member] | ||
Assets [Abstract] | ||
Derivative financial instruments | 0 | 0 |
Total assets | 6,050 | 6,723 |
Liabilities [Abstract] | ||
Derivative financial instruments | 0 | 0 |
Fair Value Measurements Using Input Types Level 1 [Member] | Commercial Paper Debt Securities [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | 0 | 0 |
Fair Value Measurements Using Input Types Level 1 [Member] | Money Market Funds [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | 6,050 | 6,500 |
Fair Value Measurements Using Input Types Level 1 [Member] | Corporate Debt Securities and Other [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | 0 | 223 |
Fair Value Measurements Using Input Types Level 2 [Member] | ||
Assets [Abstract] | ||
Derivative financial instruments | 0 | 29 |
Total assets | 25,709 | 45,755 |
Liabilities [Abstract] | ||
Derivative financial instruments | 206 | 158 |
Fair Value Measurements Using Input Types Level 2 [Member] | Commercial Paper Debt Securities [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | 348 | 1,647 |
Fair Value Measurements Using Input Types Level 2 [Member] | Money Market Funds [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | 0 | 0 |
Fair Value Measurements Using Input Types Level 2 [Member] | Corporate Debt Securities and Other [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | $ 25,361 | $ 44,079 |
FAIR VALUE MEASUREMENTS Narrati
FAIR VALUE MEASUREMENTS Narrative (Details) - USD ($) $ in Billions | 9 Months Ended | |
Feb. 28, 2019 | May 31, 2018 | |
Marketable security investments maturity information [Abstract] | ||
Maturity of marketable security investments | As of February 28, 2019 and May 31, 2018, approximately 23% and 26%, respectively, of our marketable securities investments mature within one year and 77% and 74%, respectively, mature within one to five years. | |
Percentage of marketable securities investments mature within one year | 23.00% | 26.00% |
Percentage of marketable securities investments mature within one to five years | 77.00% | 74.00% |
Senior notes [Member] | ||
Marketable security investments maturity information [Abstract] | ||
Total debt, carrying value | $ 56 | $ 58 |
Fair Value Measurements Using Input Types Level 2 [Member] | Senior notes [Member] | ||
Marketable security investments maturity information [Abstract] | ||
Total debt, fair value | $ 56.9 | $ 59 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | May 31, 2018 | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible Assets, Gross | $ 13,203 | $ 13,203 | $ 12,930 | |||
Additions & Adjustments, net | [1] | 273 | ||||
Accumulated Amortization | (7,525) | (7,525) | (6,260) | |||
Expense | (407) | $ (394) | (1,265) | $ (1,205) | ||
Intangible Assets, Net | 5,678 | $ 5,678 | 6,670 | |||
Weighted Average Useful Life | [2] | 3 years | ||||
Developed technology [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible Assets, Gross | 5,580 | $ 5,580 | 5,309 | |||
Additions & Adjustments, net | [1] | 271 | ||||
Accumulated Amortization | (3,454) | (3,454) | (2,814) | |||
Expense | (640) | |||||
Intangible Assets, Net | 2,126 | $ 2,126 | 2,495 | |||
Weighted Average Useful Life | [2] | 3 years | ||||
Cloud services and license support agreements and related relationships [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible Assets, Gross | 5,984 | $ 5,984 | 5,999 | |||
Additions & Adjustments, net | [1] | (15) | ||||
Accumulated Amortization | (2,824) | (2,824) | (2,285) | |||
Expense | (539) | |||||
Intangible Assets, Net | 3,160 | $ 3,160 | 3,714 | |||
Weighted Average Useful Life | [2] | 4 years | ||||
Other [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible Assets, Gross | 1,639 | $ 1,639 | 1,622 | |||
Additions & Adjustments, net | [1] | 17 | ||||
Accumulated Amortization | (1,247) | (1,247) | (1,161) | |||
Expense | (86) | |||||
Intangible Assets, Net | $ 392 | $ 392 | $ 461 | |||
Weighted Average Useful Life | [2] | 5 years | ||||
[1] | Amounts also include any changes in intangible asset balances for the periods presented that resulted from foreign currency translations. | |||||
[2] | Represents weighted-average useful lives (in years) of intangible assets acquired during fiscal 2019. |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 407 | $ 394 | $ 1,265 | $ 1,205 |
INTANGIBLE ASSETS AMORTIZATION
INTANGIBLE ASSETS AMORTIZATION (Details) - USD ($) $ in Millions | Feb. 28, 2019 | May 31, 2018 |
Finite lived intangible assets future amortization expense [Abstract] | ||
Remainder of fiscal 2019 | $ 401 | |
Fiscal 2020 | 1,492 | |
Fiscal 2021 | 1,269 | |
Fiscal 2022 | 1,018 | |
Fiscal 2023 | 622 | |
Fiscal 2024 | 391 | |
Thereafter | 485 | |
Intangible Assets, Net | $ 5,678 | $ 6,670 |
GOODWILL (Details)
GOODWILL (Details) $ in Millions | 9 Months Ended | |
Feb. 28, 2019USD ($) | ||
Goodwill [Line Items] | ||
Balances at period start | $ 43,755 | |
Goodwill from acquisitions | 96 | |
Goodwill adjustments, net | (75) | [1] |
Balances at period end | 43,776 | |
Cloud and License [Member] | ||
Goodwill [Line Items] | ||
Balances at period start | 39,600 | |
Goodwill from acquisitions | 96 | |
Goodwill adjustments, net | (65) | [1] |
Balances at period end | 39,631 | |
Hardware [Member] | ||
Goodwill [Line Items] | ||
Balances at period start | 2,367 | |
Goodwill from acquisitions | 0 | |
Goodwill adjustments, net | 0 | [1] |
Balances at period end | 2,367 | |
Services [Member] | ||
Goodwill [Line Items] | ||
Balances at period start | 1,788 | |
Goodwill from acquisitions | 0 | |
Goodwill adjustments, net | (10) | [1] |
Balances at period end | $ 1,778 | |
[1] | Pursuant to our business combinations accounting policy, we recorded goodwill adjustments for the effects on goodwill of changes to net assets acquired during the period that such a change is identified, provided that any such change is within the measurement period (up to one year from the date of the acquisition). Amounts also include any changes in goodwill balances for the period presented that resulted from foreign currency translations. |
RESTRUCTURING ACTIVITIES (Detai
RESTRUCTURING ACTIVITIES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | ||
Restructuring reserve [Line Items] | |||||
Restructuring expenses | $ 43 | $ 91 | $ 275 | $ 506 | |
Accrued at period start | [1],[2] | 282 | |||
Initial Costs | [1],[3] | 305 | |||
Adjustments to Cost | [1],[4] | (45) | |||
Cash Payments | [1] | (338) | |||
Others | [1],[5] | 3 | |||
Accrued at period end | [1],[2] | 207 | 207 | ||
Fiscal 2019 Oracle Restructuring [Member] | |||||
Restructuring reserve [Line Items] | |||||
Total expected program costs | [1] | 432 | 432 | ||
Restructuring expenses | 297 | ||||
Remaining expenses to incur | 135 | $ 135 | |||
Expected completion date | May 31, 2020 | ||||
Accrued at period start | [1],[2] | $ 0 | |||
Initial Costs | [1],[3] | 300 | |||
Adjustments to Cost | [1],[4] | (3) | |||
Cash Payments | [1] | (171) | |||
Others | [1],[5] | 1 | |||
Accrued at period end | [1],[2] | 127 | 127 | ||
Total Costs Accrued to Date | [1] | 297 | 297 | ||
Fiscal 2019 Oracle Restructuring [Member] | Other [Member] | |||||
Restructuring reserve [Line Items] | |||||
Total expected program costs | [1],[6] | 91 | 91 | ||
Accrued at period start | [1],[2],[6] | 0 | |||
Initial Costs | [1],[3],[6] | 80 | |||
Adjustments to Cost | [1],[4],[6] | (1) | |||
Cash Payments | [1],[6] | (35) | |||
Others | [1],[5],[6] | 2 | |||
Accrued at period end | [1],[2],[6] | 46 | 46 | ||
Total Costs Accrued to Date | [1],[6] | 79 | 79 | ||
Fiscal 2019 Oracle Restructuring [Member] | Cloud and License [Member] | Operating Segments [Member] | |||||
Restructuring reserve [Line Items] | |||||
Total expected program costs | [1] | 230 | 230 | ||
Accrued at period start | [1],[2] | 0 | |||
Initial Costs | [1],[3] | 141 | |||
Adjustments to Cost | [1],[4] | (3) | |||
Cash Payments | [1] | (86) | |||
Others | [1],[5] | (1) | |||
Accrued at period end | [1],[2] | 51 | 51 | ||
Total Costs Accrued to Date | [1] | 138 | 138 | ||
Fiscal 2019 Oracle Restructuring [Member] | Hardware [Member] | Operating Segments [Member] | |||||
Restructuring reserve [Line Items] | |||||
Total expected program costs | [1] | 66 | 66 | ||
Accrued at period start | [1],[2] | 0 | |||
Initial Costs | [1],[3] | 48 | |||
Adjustments to Cost | [1],[4] | 0 | |||
Cash Payments | [1] | (29) | |||
Others | [1],[5] | 0 | |||
Accrued at period end | [1],[2] | 19 | 19 | ||
Total Costs Accrued to Date | [1] | 48 | 48 | ||
Fiscal 2019 Oracle Restructuring [Member] | Services [Member] | Operating Segments [Member] | |||||
Restructuring reserve [Line Items] | |||||
Total expected program costs | [1] | 45 | 45 | ||
Accrued at period start | [1],[2] | 0 | |||
Initial Costs | [1],[3] | 31 | |||
Adjustments to Cost | [1],[4] | 1 | |||
Cash Payments | [1] | (21) | |||
Others | [1],[5] | 0 | |||
Accrued at period end | [1],[2] | 11 | 11 | ||
Total Costs Accrued to Date | [1] | 32 | 32 | ||
Other Restructuring Plans [Member] | |||||
Restructuring reserve [Line Items] | |||||
Accrued at period start | [1],[2],[7] | 282 | |||
Initial Costs | [1],[3],[7] | 5 | |||
Adjustments to Cost | [1],[4],[7] | (42) | |||
Cash Payments | [1],[7] | (167) | |||
Others | [1],[5],[7] | 2 | |||
Accrued at period end | [1],[2],[7] | $ 80 | $ 80 | ||
[1] | Restructuring costs recorded for individual line items primarily related to employee severance costs. | ||||
[2] | The balances at February 28, 2019 and May 31, 2018 included $183 million and $257 million, respectively, recorded in other current liabilities, and $24 million and $25 million, respectively, recorded in other non-current liabilities. | ||||
[3] | Costs recorded for the respective restructuring plans during the current period presented. | ||||
[4] | All plan adjustments were changes in estimates whereby increases and decreases in costs were generally recorded to operating expenses in the period of adjustments. | ||||
[5] | Represents foreign currency translation and certain other adjustments. | ||||
[6] | Represents employee related severance costs for functions that are not included within our operating segments and certain other restructuring costs. | ||||
[7] | Other restructuring plans presented in the table above included condensed information for other Oracle based plans and other plans associated with certain of our acquisitions whereby we continued to make cash outlays to settle obligations under these plans during the period presented but for which the periodic impact to our condensed consolidated statements of operations was not significant. |
RESTRUCTURING ACTIVITIES Narrat
RESTRUCTURING ACTIVITIES Narrative (Details) - USD ($) $ in Millions | Feb. 28, 2019 | May 31, 2018 |
Restructuring Reserve [Abstract] | ||
Accrued restructuring liabilities, current (in other current liabilities) | $ 183 | $ 257 |
Accrued restructuring liabilities, non-current (in other non-current liabilities) | $ 24 | $ 25 |
DEFERRED REVENUES (Details)
DEFERRED REVENUES (Details) - USD ($) $ in Millions | Feb. 28, 2019 | May 31, 2018 |
Deferred Revenues [Line Items] | ||
Deferred revenues, current | $ 8,007 | $ 8,341 |
Deferred revenues, non-current (in other non-current liabilities) | 626 | 625 |
Total deferred revenues | 8,633 | 8,966 |
Cloud services and license support [Member] | Cloud and License [Member] | ||
Deferred Revenues [Line Items] | ||
Deferred revenues, current | 6,807 | 7,265 |
Hardware [Member] | Hardware [Member] | ||
Deferred Revenues [Line Items] | ||
Deferred revenues, current | 550 | 645 |
Services [Member] | Services [Member] | ||
Deferred Revenues [Line Items] | ||
Deferred revenues, current | 378 | 404 |
Cloud license and on-premise license [Member] | Cloud and License [Member] | ||
Deferred Revenues [Line Items] | ||
Deferred revenues, current | $ 272 | $ 27 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS Narrative (Details) - USD ($) $ in Billions | 9 Months Ended | |
Feb. 28, 2019 | May 31, 2018 | |
Foreign Currency Forward Contracts Not Designated as Hedges [Abstract] | ||
Description of foreign currency forward contracts not designated as hedges | We also held certain foreign currency contracts that were not designated as hedges pursuant to ASC 815. As of February 28, 2019 and May 31, 2018, the notional amounts of such forward contracts we held to purchase U.S. Dollars in exchange for other major international currencies were $3.8 billion and $3.4 billion, respectively, and the notional amount of forward contracts we held to sell U.S. Dollars in exchange for other major international currencies were $3.2 billion and $1.4 billion, respectively. The fair values of our outstanding foreign currency forward contracts were nominal as of February 28, 2019 and May 31, 2018. | |
Forward contracts held to purchase U.S. Dollars [Member] | Foreign Currency Forward Contracts Not Designated as Hedges [Member] | ||
Foreign Currency Forward Contracts Not Designated as Hedges (Narrative) [Abstract] | ||
Notional amounts of forward contracts | $ 3.8 | $ 3.4 |
Forward contracts held to sell U.S. Dollars [Member] | Foreign Currency Forward Contracts Not Designated as Hedges [Member] | ||
Foreign Currency Forward Contracts Not Designated as Hedges (Narrative) [Abstract] | ||
Notional amounts of forward contracts | $ 3.2 | $ 1.4 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS EFFECTS ON BALANCE SHEET (Details) - USD ($) $ in Millions | Feb. 28, 2019 | May 31, 2018 |
Derivative assets: | ||
Total derivative assets | $ 0 | $ 29 |
Derivative liabilities: | ||
Total derivative liabilities | 206 | 158 |
Fair value hedges [Member] | Notes payable and other borrowings, current [Member] | ||
Effects of fair value hedging relationship on hedged item in condensed consolidated balance sheet [Abstract] | ||
Carrying amount of hedged item | 1,988 | 1,492 |
Cumulative hedging adjustments included in the carrying amount | (11) | (7) |
Fair value hedges [Member] | Notes payable and other borrowings, non-current [Member] | ||
Effects of fair value hedging relationship on hedged item in condensed consolidated balance sheet [Abstract] | ||
Carrying amount of hedged item | 3,631 | 5,584 |
Cumulative hedging adjustments included in the carrying amount | 24 | (19) |
Fair value hedges [Member] | Interest Rate Swaps [Member] | Other non-current assets [Member] | ||
Derivative assets: | ||
Total derivative assets | 0 | 24 |
Fair value hedges [Member] | Interest Rate Swaps [Member] | Other current liabilities [Member] | ||
Derivative liabilities: | ||
Total derivative liabilities | 11 | 7 |
Fair value hedges [Member] | Interest Rate Swaps [Member] | Other non-current liabilities [Member] | ||
Derivative liabilities: | ||
Total derivative liabilities | 15 | 48 |
Fair value hedges [Member] | Cross-Currency Interest Rate Swaps [Member] | Other non-current assets [Member] | ||
Derivative assets: | ||
Total derivative assets | 0 | 5 |
Fair value hedges [Member] | Cross-Currency Interest Rate Swaps [Member] | Other non-current liabilities [Member] | ||
Derivative liabilities: | ||
Total derivative liabilities | 15 | 0 |
Cash flow hedges [Member] | Cross-Currency Swaps [Member] | Other non-current liabilities [Member] | ||
Derivative liabilities: | ||
Total derivative liabilities | $ 165 | $ 103 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS EFFECTS ON EARNINGS AND AOCL (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | |
Derivative [Line Items] | ||||
Non-operating income, net | $ 198 | $ 409 | $ 681 | $ 891 |
Interest expense | (509) | (533) | (1,557) | (1,477) |
Non-Operating Income, Net [Member] | ||||
Derivative [Line Items] | ||||
Non-operating income, net | 198 | 409 | 681 | 891 |
Effects of derivative instruments designated as hedges on income [Abstract]: | ||||
Total gain (loss) on hedges recognized in income | 14 | 51 | (25) | 142 |
Interest Expense [Member] | ||||
Derivative [Line Items] | ||||
Interest expense | (509) | (533) | (1,557) | (1,477) |
Effects of derivative instruments designated as hedges on income [Abstract]: | ||||
Total gain (loss) on hedges recognized in income | 0 | 0 | 0 | 0 |
Fair value hedges [Member] | Non-Operating Income, Net [Member] | Interest Rate Swaps [Member] | ||||
Effects of derivative instruments designated as hedges on income [Abstract]: | ||||
Derivative instruments | 0 | 0 | 0 | 0 |
Hedged items | 0 | 0 | 0 | 0 |
Fair value hedges [Member] | Non-Operating Income, Net [Member] | Cross-Currency Interest Rate Swaps [Member] | ||||
Effects of derivative instruments designated as hedges on income [Abstract]: | ||||
Derivative instruments | 7 | 0 | (21) | 0 |
Hedged items | (4) | 0 | 22 | 0 |
Fair value hedges [Member] | Interest Expense [Member] | Interest Rate Swaps [Member] | ||||
Effects of derivative instruments designated as hedges on income [Abstract]: | ||||
Derivative instruments | 43 | (47) | 5 | (94) |
Hedged items | (43) | 47 | (5) | 94 |
Fair value hedges [Member] | Interest Expense [Member] | Cross-Currency Interest Rate Swaps [Member] | ||||
Effects of derivative instruments designated as hedges on income [Abstract]: | ||||
Derivative instruments | 9 | 0 | 10 | 0 |
Hedged items | (9) | 0 | (10) | 0 |
Cash flow hedges [Member] | Cross-Currency Swaps [Member] | ||||
Effects of derivative and non-derivative instruments on other comprehensive income (OCI) or loss (OCL) [Abstract] | ||||
Cross-currency swap agreements designated as cash flow hedges | (7) | 57 | (62) | 161 |
Cash flow hedges [Member] | Non-Operating Income, Net [Member] | Cross-Currency Swaps [Member] | ||||
Effects of derivative instruments designated as hedges on income [Abstract]: | ||||
Amount of gain (loss) reclassified from accumulated OCI or OCL | 11 | 51 | (26) | 142 |
Cash flow hedges [Member] | Interest Expense [Member] | Cross-Currency Swaps [Member] | ||||
Effects of derivative instruments designated as hedges on income [Abstract]: | ||||
Amount of gain (loss) reclassified from accumulated OCI or OCL | 0 | 0 | 0 | 0 |
Net Investment Hedge [Member] | Foreign Currency Borrowings [Member] | ||||
Effects of derivative and non-derivative instruments on other comprehensive income (OCI) or loss (OCL) [Abstract] | ||||
Foreign currency borrowings designated as net investment hedge | $ 0 | $ (31) | $ 0 | $ (85) |
STOCKHOLDERS' EQUITY Narrative
STOCKHOLDERS' EQUITY Narrative (Details) - USD ($) $ / shares in Units, shares in Millions | Mar. 13, 2019 | Feb. 28, 2019 | Feb. 28, 2018 |
Stock Repurchases [Abstract] | |||
Amount available for future repurchases | $ 11,800,000,000 | ||
Repurchases of common stock (in shares) | 621.8 | 131.6 | |
Repurchased amount | $ 30,000,000,000 | $ 6,500,000,000 | |
Repurchased shares that were not settled (in shares) | 5.6 | ||
Repurchased amount that was not settled | $ 293,000,000 | ||
Approved expansion of stock repurchase program | $ 24,000,000,000 | ||
Stock-Based Compensation Expense and Stock Awards [Abstract] | |||
Restricted stock-based units granted (in shares) | 49 | ||
Stock options granted (in shares) | 7 | ||
Forfeitures and cancellations (in shares) | 24 | ||
Subsequent Event [Member] | |||
Dividends on Common Stock [Abstract] | |||
Dividends declared per share of outstanding common stock (in dollars per share) | $ 0.24 | ||
Dividend payable date | Apr. 25, 2019 | ||
Dividend record date | Apr. 11, 2019 | ||
Increase in quarterly cash dividend per share | $ 0.05 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | |
Stock-Based Compensation Expense and Stock Awards [Abstract] | ||||
Total stock-based compensation | $ 427 | $ 389 | $ 1,259 | $ 1,211 |
Cloud services and license support [Member] | ||||
Stock-Based Compensation Expense and Stock Awards [Abstract] | ||||
Total stock-based compensation | 26 | 21 | 74 | 58 |
Hardware [Member] | ||||
Stock-Based Compensation Expense and Stock Awards [Abstract] | ||||
Total stock-based compensation | 2 | 2 | 7 | 8 |
Services [Member] | ||||
Stock-Based Compensation Expense and Stock Awards [Abstract] | ||||
Total stock-based compensation | 12 | 13 | 37 | 41 |
Sales and marketing [Member] | ||||
Stock-Based Compensation Expense and Stock Awards [Abstract] | ||||
Total stock-based compensation | 89 | 87 | 278 | 275 |
Research and development [Member] | ||||
Stock-Based Compensation Expense and Stock Awards [Abstract] | ||||
Total stock-based compensation | 254 | 221 | 732 | 693 |
General and administrative [Member] | ||||
Stock-Based Compensation Expense and Stock Awards [Abstract] | ||||
Total stock-based compensation | 44 | 45 | 131 | 135 |
Acquisition related and other [Member] | ||||
Stock-Based Compensation Expense and Stock Awards [Abstract] | ||||
Total stock-based compensation | $ 0 | $ 0 | $ 0 | $ 1 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | May 31, 2018 | |
Income Tax Examination [Line Items] | |||||
Effective income tax rate | 11.10% | 226.80% | 12.60% | 96.40% | |
Federal statutory income tax rate, percent | 21.00% | ||||
Income tax net benefit, adjustments to estimate of U.S. Tax Cuts and Jobs Act of 2017 one-time transition tax and remeasurement of net deferred tax assets and liabilities | $ 389 | ||||
Deferred Tax Assets, Net [Abstract] | |||||
Net deferred tax assets | $ 2,000 | $ 2,000 | $ 1,300 | ||
Domestic [Member] | |||||
Income Tax Examinations [Abstract] | |||||
Income tax examinations | Domestically, U.S. federal and state taxing authorities are currently examining income tax returns of Oracle and various acquired entities for years through fiscal 2017. Our U.S. federal income tax returns have been examined for all years prior to fiscal 2007, and 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 2004, and we are no longer subject to audit for those periods. | ||||
Foreign [Member] | |||||
Income Tax Examinations [Abstract] | |||||
Income tax examinations | Internationally, tax authorities for numerous non-U.S. jurisdictions are also examining returns affecting our unrecognized tax benefits. With some exceptions, we are generally no longer subject to tax examinations in non-U.S. jurisdictions for years prior to fiscal 1997. |
SEGMENT INFORMATION Narrative (
SEGMENT INFORMATION Narrative (Details) | 9 Months Ended |
Feb. 28, 2019BusinessSegment | |
Segment reporting information [Line Items] | |
Number of businesses | Business | 3 |
Cloud and License [Member] | |
Segment reporting information [Line Items] | |
Number of operating segments | 1 |
Hardware [Member] | |
Segment reporting information [Line Items] | |
Number of operating segments | 1 |
Services [Member] | |
Segment reporting information [Line Items] | |
Number of operating segments | 1 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | ||
Segment reporting information [Line Items] | |||||
Revenues | $ 9,614 | $ 9,676 | $ 28,369 | $ 28,369 | |
Cloud services and license support expenses | [1] | 937 | 894 | 2,807 | 2,645 |
Sales and marketing expenses | [1] | 2,051 | 2,042 | 6,191 | 6,118 |
Margin | 3,399 | 3,315 | 9,278 | 9,103 | |
Total for operating segments [Member] | |||||
Segment reporting information [Line Items] | |||||
Revenues | [2] | 9,618 | 9,681 | 28,386 | 28,408 |
Expenses | 3,786 | 3,812 | 11,394 | 11,322 | |
Margin | [3] | 5,832 | 5,869 | 16,992 | 17,086 |
Total for operating segments [Member] | Cloud and License [Member] | |||||
Segment reporting information [Line Items] | |||||
Revenues | [2] | 7,917 | 7,891 | 23,259 | 23,018 |
Cloud services and license support expenses | 890 | 854 | 2,668 | 2,526 | |
Sales and marketing expenses | 1,780 | 1,743 | 5,357 | 5,200 | |
Margin | [3] | 5,247 | 5,294 | 15,234 | 15,292 |
Total for operating segments [Member] | Hardware [Member] | |||||
Segment reporting information [Line Items] | |||||
Revenues | 915 | 994 | 2,711 | 2,878 | |
Hardware products and support expenses | 331 | 387 | 973 | 1,094 | |
Sales and marketing expenses | 123 | 155 | 381 | 487 | |
Margin | [3] | 461 | 452 | 1,357 | 1,297 |
Total for operating segments [Member] | Services [Member] | |||||
Segment reporting information [Line Items] | |||||
Revenues | 786 | 796 | 2,416 | 2,512 | |
Services expenses | 662 | 673 | 2,015 | 2,015 | |
Margin | [3] | $ 124 | $ 123 | $ 401 | $ 497 |
[1] | Exclusive of amortization of intangible assets, which is shown separately. | ||||
[2] | Cloud and license revenues presented for management reporting included revenues related to cloud and license obligations that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our consolidated statements of operations for the periods presented due to business combination accounting requirements. See Note 6 for an explanation of these adjustments and the table below for a reconciliation of our total operating segment revenues to our total consolidated revenues as reported in our condensed consolidated statements of operations. | ||||
[3] | 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 income, net. |
SEGMENT INFORMATION RECONCILIAT
SEGMENT INFORMATION RECONCILIATION (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | ||
Reconciliation of Operating Segment Revenues to Revenues [Abstract] | |||||
Total revenues | $ 9,614 | $ 9,676 | $ 28,369 | $ 28,369 | |
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract] | |||||
Total margin for operating segments | 3,399 | 3,315 | 9,278 | 9,103 | |
Total revenues | 9,614 | 9,676 | 28,369 | 28,369 | |
Research and development | (1,426) | (1,496) | (4,464) | (4,541) | |
General and administrative | (316) | (339) | (935) | (977) | |
Amortization of intangible assets | (407) | (394) | (1,265) | (1,205) | |
Acquisition related and other | 4 | (3) | (29) | (32) | |
Restructuring | (43) | (91) | (275) | (506) | |
Stock-based compensation for operating segments | (129) | (123) | (396) | (382) | |
Expense allocations and other, net | (112) | (103) | (333) | (301) | |
Interest expense | (509) | (533) | (1,557) | (1,477) | |
Non-operating income, net | 198 | 409 | 681 | 891 | |
Income before provision for income taxes | 3,088 | 3,191 | 8,402 | 8,517 | |
Total for operating segments [Member] | |||||
Reconciliation of Operating Segment Revenues to Revenues [Abstract] | |||||
Total revenues | [1] | 9,618 | 9,681 | 28,386 | 28,408 |
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract] | |||||
Total margin for operating segments | [2] | 5,832 | 5,869 | 16,992 | 17,086 |
Total revenues | [1] | 9,618 | 9,681 | 28,386 | 28,408 |
Cloud and License Revenues [Member] | |||||
Reconciliation of Operating Segment Revenues to Revenues [Abstract] | |||||
Total revenues | [3] | (4) | (5) | (17) | (39) |
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract] | |||||
Total revenues | [3] | $ (4) | $ (5) | $ (17) | $ (39) |
[1] | Cloud and license revenues presented for management reporting included revenues related to cloud and license obligations that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our consolidated statements of operations for the periods presented due to business combination accounting requirements. See Note 6 for an explanation of these adjustments and the table below for a reconciliation of our total operating segment revenues to our total consolidated revenues as reported in our condensed consolidated statements of operations. | ||||
[2] | 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 income, net. | ||||
[3] | Cloud and license revenues presented for management reporting included revenues related to cloud and license obligations that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our condensed consolidated statements of operations for the periods presented due to business combination accounting requirements. See Note 6 for an explanation of these adjustments and this table for a reconciliation of our total operating segment revenues to our total consolidated revenues as reported in our condensed consolidated statements of operations. |
SUMMARY OF TOTAL REVENUES BY GE
SUMMARY OF TOTAL REVENUES BY GEOGRAPHIC REGION (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | ||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 9,614 | $ 9,676 | $ 28,369 | $ 28,369 | |
Americas [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 5,266 | 5,253 | 15,671 | 15,632 | |
EMEA [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | [1] | 2,781 | 2,881 | 8,139 | 8,213 |
Asia Pacific [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | [2] | $ 1,567 | $ 1,542 | $ 4,559 | $ 4,524 |
[1] | Comprised of Europe, the Middle East and Africa | ||||
[2] | The Asia Pacific region includes Japan |
SUMMARY OF CLOUD AND LICENSE BU
SUMMARY OF CLOUD AND LICENSE BUSINESS REVENUES BY ECOSYSTEM (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 9,614 | $ 9,676 | $ 28,369 | $ 28,369 |
Applications Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,841 | 2,717 | 8,410 | 8,001 |
Infrastructure Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,072 | 5,169 | 14,832 | 14,978 |
Ecosystem [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 7,913 | $ 7,886 | $ 23,242 | $ 22,979 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | ||
Earnings Per Share [Abstract] | |||||
Net income (loss) | $ 2,745 | $ (4,047) | $ 7,343 | $ 311 | |
Weighted average common shares outstanding | 3,526 | 4,122 | 3,716 | 4,146 | |
Dilutive effect of employee stock plans | 91 | 0 | 95 | 122 | |
Dilutive weighted average common shares outstanding | 3,617 | 4,122 | 3,811 | 4,268 | |
Basic earnings (loss) per share | $ 0.78 | $ (0.98) | $ 1.98 | $ 0.07 | |
Diluted earnings (loss) per share | $ 0.76 | $ (0.98) | $ 1.93 | $ 0.07 | |
Shares subject to anti-dilutive restricted stock-based awards and stock options excluded from calculation | [1] | 67 | 190 | 73 | 60 |
[1] | These weighted shares relate to anti-dilutive restricted service based stock-based awards and stock options (as calculated using the treasury stock method) and contingently issuable shares under PSO and PSU arrangements. Such shares could be dilutive in the future. |
LEGAL PROCEEDINGS (Details)
LEGAL PROCEEDINGS (Details) - USD ($) | Jun. 30, 2016 | Feb. 28, 2019 |
Legal Proceedings [Line Items] | ||
Plaintiffs claim alleged actions described date | Aug. 10, 2018 | |
Hewlett-Packard Litigation [Member] | ||
Legal Proceedings [Line Items] | ||
Damages awarded, value | $ 3,000,000,000 | |
Damages paid, value | $ 0 | |
Inestimable loss related to litigation | We cannot currently estimate a reasonably possible range of loss for this action due to the complexities and uncertainty surrounding the appeal process and the nature of the claims. | |
Derivative Litigation Concerning NetSuite Acquisition [Member] | ||
Legal Proceedings [Line Items] | ||
Derivative litigations and related action | While Oracle continues to evaluate these claims, we do not believe this litigation will have a material impact on our financial position or results of operations. | |
Other Litigation [Member] | ||
Legal Proceedings [Line Items] | ||
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. |