DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - USD ($) | 12 Months Ended | ||
May 31, 2022 | Jun. 13, 2022 | Nov. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | May 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Registrant Name | Oracle Corporation | ||
Entity Central Index Key | 0001341439 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 2,664,926,000 | ||
Entity Public Float (in dollars) | $ 137,902,273,000 | ||
Entity File Number | 001-35992 | ||
Entity Tax Identification Number | 54-2185193 | ||
Entity Address, Address Line One | 2300 Oracle Way | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78741 | ||
City Area Code | 737 | ||
Local Phone Number | 867-1000 | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | true | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | San Jose, California | ||
Documents Incorporated by Reference | Portions of the registrant's definitive proxy statement relating to its 2022 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended May 31, 2022 . | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | ORCL | ||
Security Exchange Name | NYSE | ||
3.125% senior notes due July 2025 [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 3.125% senior notes due July 2025 | ||
Security Exchange Name | NYSE | ||
No Trading Symbol Flag | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | May 31, 2022 | May 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 21,383 | $ 30,098 |
Marketable securities | 519 | 16,456 |
Trade receivables, net of allowances for credit losses of $362 and $373 as of May 31, 2022 and May 31, 2021, respectively | 5,953 | 5,409 |
Prepaid expenses and other current assets | 3,778 | 3,604 |
Total current assets | 31,633 | 55,567 |
Non-current assets: | ||
Property, plant and equipment, net | 9,716 | 7,049 |
Intangible assets, net | 1,440 | 2,430 |
Goodwill, net | 43,811 | 43,935 |
Deferred tax assets | 12,782 | 13,636 |
Other non-current assets | 9,915 | 8,490 |
Total non-current assets | 77,664 | 75,540 |
Total assets | 109,297 | 131,107 |
Current liabilities: | ||
Notes payable, current | 3,749 | 8,250 |
Accounts payable | 1,317 | 745 |
Accrued compensation and related benefits | 1,944 | 2,017 |
Deferred revenues | 8,357 | 8,775 |
Other current liabilities | 4,144 | 4,377 |
Total current liabilities | 19,511 | 24,164 |
Non-current liabilities: | ||
Notes payable and other borrowings, non-current | 72,110 | 75,995 |
Income taxes payable | 12,210 | 12,345 |
Deferred tax liabilities | 6,031 | 7,864 |
Other non-current liabilities | 5,203 | 4,787 |
Total non-current liabilities | 95,554 | 100,991 |
Commitments and contingencies | 0 | 0 |
Oracle Corporation stockholders' (deficit) 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: 2,665 shares and 2,814 shares as of May 31, 2022 and 2021, respectively | 26,808 | 26,533 |
Accumulated deficit | (31,336) | (20,120) |
Accumulated other comprehensive loss | (1,692) | (1,175) |
Total Oracle Corporation stockholders' (deficit) equity | (6,220) | 5,238 |
Noncontrolling interests | 452 | 714 |
Total stockholders' (deficit) equity | (5,768) | 5,952 |
Total liabilities and stockholders' (deficit) equity | $ 109,297 | $ 131,107 |
CONSOLIDATED BALANCE SHEETS PAR
CONSOLIDATED BALANCE SHEETS PARENTHETICAL - USD ($) $ in Millions | May 31, 2022 | May 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Allowance for credit losses | $ 362 | $ 373 |
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 | 2,665,000,000 | 2,814,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2020 | ||
Revenues: | ||||
Cloud services and license support | $ 30,174 | $ 28,700 | $ 27,392 | |
Cloud license and on-premise license | 5,878 | 5,399 | 5,127 | |
Hardware | 3,183 | 3,359 | 3,443 | |
Services | 3,205 | 3,021 | 3,106 | |
Total revenues | 42,440 | 40,479 | 39,068 | |
Operating expenses: | ||||
Cloud services and license support | [1] | 5,213 | 4,353 | 4,006 |
Hardware | [1] | 972 | 972 | 1,116 |
Services | 2,692 | 2,530 | 2,816 | |
Sales and marketing | [1] | 8,047 | 7,682 | 8,094 |
Research and development | 7,219 | 6,527 | 6,067 | |
General and administrative | 1,317 | 1,254 | 1,181 | |
Amortization of intangible assets | 1,150 | 1,379 | 1,586 | |
Acquisition related and other | 4,713 | 138 | 56 | |
Restructuring | 191 | 431 | 250 | |
Total operating expenses | 31,514 | 25,266 | 25,172 | |
Operating income | 10,926 | 15,213 | 13,896 | |
Interest expense | (2,755) | (2,496) | (1,995) | |
Non-operating (expenses) income, net | (522) | 282 | 162 | |
Income before income taxes | 7,649 | 12,999 | 12,063 | |
(Provision for) benefit from income taxes | (932) | 747 | (1,928) | |
Net income | $ 6,717 | $ 13,746 | $ 10,135 | |
Earnings per share: | ||||
Basic | $ 2.49 | $ 4.67 | $ 3.16 | |
Diluted | $ 2.41 | $ 4.55 | $ 3.08 | |
Weighted average common shares outstanding: | ||||
Basic | 2,700 | 2,945 | 3,211 | |
Diluted | 2,786 | 3,022 | 3,294 | |
[1]Exclusive of amortization of intangible assets, which is shown separately. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $ 6,717 | $ 13,746 | $ 10,135 |
Other comprehensive (loss) income, net of tax: | |||
Net foreign currency translation (losses) gains | (707) | 479 | (78) |
Net unrealized gains (losses) on defined benefit plans | 190 | 71 | (79) |
Net unrealized (losses) gains on marketable securities | 0 | (1) | 91 |
Net unrealized losses on cash flow hedges | 0 | (8) | (22) |
Total other comprehensive (loss) income, net | (517) | 541 | (88) |
Comprehensive income | $ 6,200 | $ 14,287 | $ 10,047 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock and Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Oracle Corporation Stockholders' (Deficit) Equity | Noncontrolling Interests |
Balances at May. 31, 2019 | $ 22,363 | $ 26,909 | $ (3,496) | $ (1,628) | $ 21,785 | $ 578 |
Beginning common stock shares outstanding at May. 31, 2019 | 3,359 | |||||
Common stock issued under stock-based compensation plans | 1,470 | $ 1,470 | 0 | 0 | 1,470 | 0 |
Common stock issued under stock-based compensation plans, Shares | 78 | |||||
Common stock issued under stock purchase plans | 118 | $ 118 | 0 | 0 | 118 | 0 |
Common stock issued under stock purchase plans, Shares | 2 | |||||
Stock-based compensation | 1,590 | $ 1,590 | 0 | 0 | 1,590 | 0 |
Repurchases of common stock | $ (19,200) | $ (2,932) | (16,268) | 0 | (19,200) | 0 |
Repurchases of common stock, Shares | (361) | (361) | ||||
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards | $ (665) | $ (665) | 0 | 0 | (665) | 0 |
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards, Shares | (11) | |||||
Cash dividends declared | (3,070) | $ 0 | (3,070) | 0 | (3,070) | 0 |
Other, net | (95) | (4) | 3 | 0 | (1) | (94) |
Other comprehensive income (loss), net | (93) | (88) | (88) | (5) | ||
Net income | 10,299 | 0 | 10,135 | 0 | 10,135 | 164 |
Balances at May. 31, 2020 | 12,717 | $ 26,486 | (12,696) | (1,716) | 12,074 | 643 |
Ending common stock shares outstanding at May. 31, 2020 | 3,067 | |||||
Common stock issued under stock-based compensation plans | 1,658 | $ 1,658 | 0 | 0 | 1,658 | 0 |
Common stock issued under stock-based compensation plans, Shares | 86 | |||||
Common stock issued under stock purchase plans | 128 | $ 128 | 0 | 0 | 128 | 0 |
Common stock issued under stock purchase plans, Shares | 2 | |||||
Stock-based compensation | 1,837 | $ 1,837 | 0 | 0 | 1,837 | 0 |
Repurchases of common stock | $ (21,000) | $ (2,893) | (18,107) | 0 | (21,000) | 0 |
Repurchases of common stock, Shares | (329.2) | (329) | ||||
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards | $ (666) | $ (666) | 0 | 0 | (666) | 0 |
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards, Shares | (12) | |||||
Cash dividends declared | (3,063) | $ 0 | (3,063) | 0 | (3,063) | 0 |
Other, net | (128) | (17) | 0 | 0 | (17) | (111) |
Other comprehensive income (loss), net | 543 | 541 | 541 | 2 | ||
Net income | 13,926 | 0 | 13,746 | 0 | 13,746 | 180 |
Balances at May. 31, 2021 | $ 5,952 | $ 26,533 | (20,120) | (1,175) | 5,238 | 714 |
Ending common stock shares outstanding at May. 31, 2021 | 2,814 | 2,814 | ||||
Common stock issued under stock-based compensation plans | $ 318 | $ 318 | 0 | 0 | 318 | 0 |
Common stock issued under stock-based compensation plans, Shares | 48 | |||||
Common stock issued under stock purchase plans | 164 | $ 164 | 0 | 0 | 164 | 0 |
Common stock issued under stock purchase plans, Shares | 2 | |||||
Stock-based compensation | 2,613 | $ 2,613 | 0 | 0 | 2,613 | 0 |
Repurchases of common stock | $ (16,200) | $ (1,723) | (14,477) | 0 | (16,200) | 0 |
Repurchases of common stock, Shares | (185.8) | (186) | ||||
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards | $ (1,093) | $ (1,093) | 0 | 0 | (1,093) | 0 |
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards, Shares | (13) | |||||
Cash dividends declared | (3,457) | $ 0 | (3,457) | 0 | (3,457) | 0 |
Other, net | (399) | (4) | 1 | 0 | (3) | (396) |
Other comprehensive income (loss), net | (567) | (517) | (517) | (50) | ||
Net income | 6,901 | 0 | 6,717 | 0 | 6,717 | 184 |
Balances at May. 31, 2022 | $ (5,768) | $ 26,808 | $ (31,336) | $ (1,692) | $ (6,220) | $ 452 |
Ending common stock shares outstanding at May. 31, 2022 | 2,665 | 2,665 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY PARENTHETICAL - $ / shares | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Dividends declared per common share (in dollars per share) | $ 1.28 | $ 1.04 | $ 0.96 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 6,717 | $ 13,746 | $ 10,135 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 1,972 | 1,537 | 1,382 |
Amortization of intangible assets | 1,150 | 1,379 | 1,586 |
Deferred income taxes | (1,146) | (2,425) | (851) |
Stock-based compensation | 2,613 | 1,837 | 1,590 |
Other, net | 220 | (39) | 239 |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
(Increase) decrease in trade receivables, net | (874) | 333 | (445) |
Decrease in prepaid expenses and other assets | 11 | 622 | 665 |
Decrease in accounts payable and other liabilities | (733) | (23) | (496) |
Decrease in income taxes payable | (398) | (1,485) | (444) |
Increase (decrease) in deferred revenues | 7 | 405 | (222) |
Net cash provided by operating activities | 9,539 | 15,887 | 13,139 |
Cash flows from investing activities: | |||
Purchases of marketable securities and other investments | (10,272) | (37,982) | (5,731) |
Proceeds from maturities of marketable securities | 19,788 | 26,024 | 4,687 |
Proceeds from sales of marketable securities and other investments | 6,363 | 1,036 | 12,575 |
Acquisitions, net of cash acquired | (148) | (41) | (124) |
Capital expenditures | (4,511) | (2,135) | (1,564) |
Net cash provided by (used for) investing activities | 11,220 | (13,098) | 9,843 |
Cash flows from financing activities: | |||
Payments for repurchases of common stock | (16,248) | (20,934) | (19,240) |
Proceeds from issuances of common stock | 482 | 1,786 | 1,588 |
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards | (1,093) | (666) | (665) |
Payments of dividends to stockholders | (3,457) | (3,063) | (3,070) |
Proceeds from borrowings, net of issuance costs | 0 | 14,934 | 19,888 |
Repayments of borrowings | (8,250) | (2,631) | (4,500) |
Other, net | (560) | 196 | (133) |
Net cash used for financing activities | (29,126) | (10,378) | (6,132) |
Effect of exchange rate changes on cash and cash equivalents | (348) | 448 | (125) |
Net (decrease) increase in cash and cash equivalents | (8,715) | (7,141) | 16,725 |
Cash and cash equivalents at beginning of period | 30,098 | 37,239 | 20,514 |
Cash and cash equivalents at end of period | 21,383 | 30,098 | 37,239 |
Non-cash investing and financing activities: | |||
Change in unsettled repurchases of common stock | (48) | 66 | (40) |
Supplemental schedule of cash flow data: | |||
Cash paid for income taxes | 2,567 | 3,189 | 3,218 |
Cash paid for interest | $ 2,735 | $ 2,408 | $ 1,972 |
ORGANIZATION AND SIGNIFICANT AC
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
May 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Oracle Corporation provides products and services that substantially address all aspects of enterprise information technology (IT) environments, including applications and infrastructure technologies. We deliver our products and services to customers worldwide through a variety of flexible and interoperable IT deployment models, including cloud-based, Cloud Customer (an instance of Oracle Cloud in the customer’s own data center), on-premise and hybrid models. Oracle Cloud Software-as-a-Service and Oracle Cloud Infrastructure (SaaS and OCI, respectively, and collectively, Oracle Cloud Services) offerings provide a comprehensive and integrated stack of applications and infrastructure services delivered via cloud-based deployment models that Oracle develops, deploys, hosts, upgrades, supports and manages for the customer. Customers may also elect to purchase Oracle software licenses and hardware products and related services to manage their own cloud-based or on-premise IT environments. Customers that purchase our software licenses may elect to purchase license support contracts, which provide our customers with rights to unspecified license upgrades and maintenance releases issued during the support period as well as technical support assistance. Customers that purchase our hardware products may elect to purchase hardware support contracts, which provide customers with software updates and can include product repairs, maintenance services, and technical support services. We also offer customers a broad set of services offerings that are designed to improve customer utilization of their investments in Oracle applications and infrastructure technologies. Oracle Corporation conducts business globally and was incorporated in 2005 as a Delaware corporation and is the successor to operations originally begun in June 1977. Basis of Financial Statements The consolidated financial statements included our accounts and the accounts of our wholly- and majority-owned subsidiaries. Noncontrolling interest positions of certain of our consolidated entities are reported as a separate component of consolidated equity from the equity attributable to Oracle’s stockholders for all periods presented. The noncontrolling interests in our net income were not significant to our consolidated results for the periods presented and therefore have not been presented separately and instead are included as a component of non-operating expenses or income, net in our consolidated statements of operations. Intercompany transactions and balances have been eliminated. The comparability of our consolidated financial statements as of and for the year ended May 31, 2022 was impacted by $4.7 billion of certain litigation related charges that are more fully described in Note 16 below. The comparability of our consolidated financial statements for the year ended May 31, 2021 was impacted by a $2.3 billion net income tax benefit related to the partial realignment of our legal entity structure that resulted in the intra-group transfer of certain intellectual property rights. Refer to Note 13 below for additional information regarding our income taxes. In fiscal 2022, we Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes; and Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers neither of which had a material impact to our consolidated financial statements for the year ended May 31, 2022. Use of Estimates Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP) as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC), and we consider the various staff accounting bulletins and other applicable guidance issued by the SEC. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent that there are differences between these estimates, judgments or assumptions and actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result. 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 typically represent perpetual software 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 and advanced customer 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 elect to purchase and renew their license support contracts annually. Cloud services revenues include revenues from Oracle Cloud Services offerings, which deliver applications and infrastructure technologies via cloud-based deployment models that we develop functionality for, provide unspecified updates and enhancements for, deploy, host, manage, upgrade and support and that customers access by entering into a subscription agreement with us for a stated period. Cloud license and on-premise license revenues primarily represent amounts earned from granting customers perpetual 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 services are offered to customers as standalone arrangements or as a part of arrangements to customers buying other products and services. Our consulting services are designed to help our customers to, among others, deploy, architect, integrate, upgrade and secure their investments in Oracle applications and infrastructure technologies. Our advanced customer services are designed to provide supplemental support services, performance services and higher availability for Oracle products and services. We apply the provisions of ASC 606, Revenue From Contracts with Customers (ASC 606) as a single standard for revenue recognition that applies to all of our cloud, license, hardware and services arrangements and generally require 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 ASC 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 each performance obligation in the contract; and • recognition of revenues when, or as, the contractual performance obligations are satisfied. Our customers that contract with us for the provision of cloud services, software, hardware or other services include businesses of many sizes, government agencies, educational institutions and our channel partners, which include resellers and system integrators. 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 consolidated balance sheets, when revenue is recognized prior to invoicing. We record deferred revenues on our consolidated balance sheets when revenues are to be 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 cloud infrastructure 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 Oracle financing division. The transaction price for a contract that is financed through our Oracle financing division is adjusted to reflect the time value of money and interest revenue is recorded as a component of non-operating expenses or income, net within our 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 cloud services are delivered, beginning on the date our service is made available to a customer. We recognize revenue ratably because the customer receives and consumes the benefits of the cloud services throughout the contract period. Revenues from cloud services that are 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, if and when they are available, and hardware product repairs, as applicable. Oracle is obligated to make the license and hardware support services available continuously throughout the contract period. Therefore, revenues 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 Licenses and On-Premise Licenses 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 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; therefore, our products and services are generally not combined. 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 the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP 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 the vast majority of 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 the 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 generally 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. Remaining Performance Obligations from Customer Contracts Trade receivables, net of allowance for credit losses, and deferred revenues are reported net of related uncollected deferred revenues in our consolidated balance sheets as of May 31, 2022 and 2021. The amount of revenues recognized during the year ended May 31, 2022 and 2021, respectively, that were included in the opening deferred revenues balance as of May 31, 2021 and 2020, respectively, was approximately $8.8 billion and $8.0 billion, respectively. Revenues recognized from performance obligations satisfied in prior periods and impairment losses recognized on our receivables were immaterial during each year ended May 31, 2022, 2021 and 2020. 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 and, combined with foreign exchange rate fluctuations and other factors, influence the amount of remaining performance obligations that we report at a point in time. As of May 31, 2022, our remaining performance obligations were $46.6 billion, approximately 57% of which we expect to recognize as revenues over the next twelve months, 32% over the subsequent month 13 to month 36, and the remainder thereafter. Sales of Financing Receivables We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. During fiscal 2022, 2021 and 2020, $1.8 billion, $1.7 billion and $1.5 billion, respectively, of our financing receivables were sold to financial institutions. Business Combinations We apply the provisions of ASC 805, Business Combinations Exit or Disposal Cost Obligations combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in our consolidated statement of operations in the period in which the liability is incurred. A bandoned operating leases related to an acquired company or our internal operations are accounted for as Right-of-Use ( ROU ) asset impairment charges pursuant to ASC 842, Leases and are accounted for separately from the business combination. In all periods presented, when estimating the asset impairment charges, assumptions were applied regarding estimated sub-lease payments to be received, which can differ from actual results. This may require us to revise our initial estimates which may affect our results of operations and financial position in the period the revision is made . For a given business acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. If we cannot reasonably determine the fair value of a non-income tax related pre-acquisition contingency by the end of the measurement period, which is generally the case given the nature of such matters, we will recognize an asset or a liability for such pre-acquisition contingency if: (1) it is probable that an asset existed or a liability had been incurred at the business acquisition date and (2) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period or final determination of the net asset values for the business combination, whichever comes first, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position. In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the business acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position. Marketable and Non-Marketable Investments In accordance with ASC 320, Investments—Debt Securities Investments in equity securities, other than any equity method investments, are generally recorded at their fair values, if the fair values are readily determinable. Non-marketable equity securities where we do not have control of, nor significant influence in, the investee are recorded at cost, less any impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer with any gains or losses recorded as a component of non-operating expenses or income, net as of and for each reporting period. For investments through which we have significant influence in, but not control of, the investee, we account for such investments pursuant to the equity method of accounting whereby we record our proportionate share of the investee’s earnings or losses, amortization of differences between our investment basis and the proportional book equity of the investee, and impairment, if any, as a component of non-operating expenses or income, net for each reporting period. Our non-marketable debt investments and equity securities and related instruments totaled $ 1.2 b illion and $ 971 million as of May 31, 2022 and 2021, respectively, are subject to periodic impairment reviews and are generally classified as a part of non-current assets in the accompanying consolidated balance sheets. Certain of these instruments are adjusted for observable price changes from orderly transactions. The substantial majority of the non-marketable debt investments and equity securities and related instruments held as of May 31, 2022 and 2021 were with a related party entity for which we follow the equity method of accounting. We are also a counterparty to certain options to acquire additional equity interests in that entity at various times through December 2023 and we could obtain control of that entity should such options be exercised . Fair Values of Financial Instruments We apply the provisions of ASC 820, Fair Value Measurement The additional disclosures regarding our fair value measurements are included in Note 4. Allowances for Credit Losses We record allowances for credit losses based upon a specific review of all significant outstanding invoices. For those invoices not specifically reviewed, provisions are provided at differing rates, based upon the age of the receivable, the collection history associated with the geographic region that the receivable was recorded in and current and expected future economic conditions. We write-off a receivable and charge it against its recorded allowance when we have exhausted our collection efforts without success . Concentrations of Credit Risk Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, derivatives and trade receivables. Our cash and cash equivalents are generally held with large, diverse financial institutions worldwide to reduce the amount of exposure to any single financial institution. Investment policies have been implemented that limit purchases of marketable debt securities to investment-grade securities. Our derivative contracts are transacted with various financial institutions with high credit standings and any exposure to counterparty credit-related losses in these contracts is largely mitigated with collateral security agreements that provide for collateral to be received or posted when the net fair values of these contracts fluctuate from contractually established thresholds. We generally do not require collateral to secure accounts receivable. The risk with respect to trade receivables is mitigated by credit evaluations we perform on our customers, the short duration of our payment terms for the significant majority of our customer contracts and by the diversification of our customer base. No single customer accounted for 10% or more of our total revenues in fiscal 2022, 2021 or 2020. We outsource the manufacturing, assembly and delivery of the substantial majority of our hardware products to a variety of companies, many of which are located outside the U.S. Further, we have simplified our supply chain processes by reducing the number of third-party manufacturing partners and the number of locations where these third-party manufacturers build our hardware products. Any inability of these third-party manufacturing partners to deliver the contracted services for our hardware products could adversely impact future operating results of our cloud and license and hardware businesses. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. We evaluate our ending inventories for estimated excess quantities and obsolescence. This evaluation includes analysis of sales levels by product and projections of future demand within specific time horizons (generally six to nine months). Inventories in excess of future demand are written down and charged to hardware expenses. In addition, we assess the impact of changing technology to our inventories and we write down inventories that are considered obsolete. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Inventories are included in prepaid expenses and other current assets in our consolidated balance sheets and totaled $ 314 million and $ 142 million at May 31, 20 2 2 and 20 2 1 , respectively. Other Receivables Other receivables represent value-added tax and sales tax receivables associated with the sale of our products and services to third parties. Other receivables are included in prepaid expenses and other current assets in our consolidated balance sheets and totaled $791 million and $798 million at May 31, 2022 and 2021, respectively. 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 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 certain of 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 consolidated statements of operations and asset balances for deferred sales commissions are included in other current assets and other non-current assets in our consolidated balance sheets. Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of the assets, which range from one to 40 years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or the lease terms, as appropriate. Property, plant and equipment are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We did not recognize any significant property impairment charges in fiscal 2022, 2021 or 2020. Goodwill, Intangible Assets and Impairment Assessments Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are itemized in Note 6 below and are amortized over their useful lives, which generally range from one to 10 years. Each period we evaluate the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization. The carrying amounts of our goodwill and intangible assets are periodically reviewed for impairment (at least annually for goodwill and indefinite lived intangible assets) and whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. When goodwill is assessed for impairment, we have the option to perform an assessment of qualitative factors of impairment (optional assessment) prior to necessitating a quantitative impairment test. Should the optional assessment be used for any given fiscal year, qualitative factors considered for a reporting unit include: cost factors; financial performance; legal, regulatory, contractual, political, business, or other factors; entity specific factors; industry and market considerations; macroeconomic conditions; and other relevant events and factors affecting the reporting unit. If we determine in the qualitative assessment that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is then performed. Otherwise, no further testing is required. For those reporting units tested using a quantitative approach, we compare the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. To determine the fair value of each reporting unit we utilize estimates, judgments and assumptions including estimated future cash flows the reporting unit is expected to generate on a discounted basis; the discount rate used as a part of the discounted cash flow analysis; future economic and market conditions ; and market comparable s of peer companies, among others. If , as per the quantitative test, the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. Our most recent goodwill impairment analysis was performed on March 1, 20 2 2 and did no t result in a goodwill impairment charge . W e did not recognize impairment charge s in fiscal 20 2 1 or 20 20 . Recoverability of finite lived intangible assets is measured by comparison of the carrying amount of the asset to the future undiscounted cash flows that are expected to be generated by the lowest level associated asset grouping. Recoverability of indefinite lived intangible assets is measured by comparison of the carrying amount of the asset to its fair value. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. We did not recognize any intangible asset impairment charges in fiscal 2022, 2021 or 2020. At least annually, we assess the useful lives of our finite lived intangible assets and may adjust the period over which these assets are amortized whenever events or changes in circumstances indicate that a shorter amortization period |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
May 31, 2022 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 2. ACQUISITIONS Acquisition of Cerner Corporation On December 20, 2021, we entered into an Agreement and Plan of Merger (Merger Agreement) with Cerner Corporation (Cerner), a provider of digital information systems used within hospitals and health systems that are designed to enable medical professionals to deliver better healthcare to individual patients and communities. On January 19, 2022, pursuant to the Merger Agreement, we commenced a tender offer to purchase all of the issued and outstanding shares of common stock of Cerner at a purchase price of $95.00 per share, net to the seller in cash, without interest thereon, based upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 19, 2022, and the related Letter of Transmittal. On June 8, 2022, pursuant to the terms of the tender offer and applicable Delaware law, we acquired all the outstanding Cerner shares and effectuated the merger of Cerner with and into a wholly-owned subsidiary of Oracle and Cerner became an indirect, wholly-owned subsidiary of Oracle. Vested equity awards outstanding immediately prior to the consummation of the merger were cancelled in exchange for the right to receive an amount in cash based on a formula contained in the Merger Agreement. The unvested equity awards to acquire Cerner common stock that were outstanding immediately prior to the conclusion of the merger were converted into equity awards denominated in shares of Oracle common stock based on formulas contained in the Merger Agreement. We will include the financial results of Cerner in our consolidated financial statements from the date of acquisition. The total preliminary purchase price for Cerner is approximately $28.2 billion, which consisted of approximately $28.2 billion in cash and $43 million for the fair values of restricted stock-based awards and stock options assumed. In connection with the acquisition of Cerner, we assumed $1.6 billion of senior notes and other borrowings, of which $1.5 billion were paid on June 8, 2022. Other Fiscal 2022, 2021 and 2020 Acquisitions During fiscal 2022, 2021 and 2020, we acquired certain other companies and purchased certain technology and development assets primarily to expand our products and services offerings individually or in the aggregate to our consolidated financial statements. |
CASH, CASH EQUIVALENTS AND MARK
CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES | 12 Months Ended |
May 31, 2022 | |
Cash Cash Equivalents And Short Term Investments [Abstract] | |
CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES | 3. CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES Cash and cash equivalents primarily consist of deposits held at major banks, money market funds and other securities with original maturities of 90 days or less. Marketable securities consist of time deposits and certain other securities. The amortized principal amounts of our cash, cash equivalents and marketable securities approximated their fair values at May 31, 2022 and 2021. We use the specific identification method to determine any realized gains or losses from the sale of our marketable securities classified as available-for-sale. Such realized gains and losses were insignificant for fiscal 2022, 2021 and 2020. The following table summarizes the components of our cash equivalents and marketable securities held, substantially all of which were classified as available-for-sale: May 31, (in millions) 2022 2021 Money market funds $ 12,842 $ 12,263 Time deposits and other 520 9,470 Commercial paper debt securities — 11,712 Total investments $ 13,362 $ 33,445 Investments classified as cash equivalents $ 12,843 $ 16,989 Investments classified as marketable securities $ 519 $ 16,456 As of May 31, 2022 and 2021, substantially all of our marketable debt securities investments mature within one year. Our investment portfolio is subject to market risk due to changes in interest rates. As described above, we limit purchases of marketable debt securities to investment-grade securities, which have high credit ratings and also limit the amount of credit exposure to any one issuer. As stated in our investment policy, we are averse to principal loss and seek to preserve our invested funds by limiting default risk and market risk. Restricted cash that was included within cash and cash equivalents as presented within our consolidated balance sheets as of May 31, 2022 and 2021 and our consolidated statements of cash flows for the years ended May 31, 2022, 2021 and 2020 was nominal. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
May 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 4. FAIR VALUE MEASUREMENTS We perform fair value measurements in accordance with ASC 820. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at their fair values, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions and risk of nonperformance. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or a liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value: • Level 1: quoted prices in active markets for identical assets or liabilities; • Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or • Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. Assets and Liabilities Measured at Fair Value on a Recurring Basis Our assets and liabilities measured at fair value on a recurring basis consisted of the following (Level 1 and Level 2 inputs are defined above): May 31, 2022 May 31, 2021 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: Money market funds $ 12,842 $ — $ 12,842 $ 12,263 $ — $ 12,263 Time deposits and other 240 280 520 1,250 8,220 9,470 Commercial paper debt securities — — — — 11,712 11,712 Derivative financial instruments — — — — 73 73 Total assets $ 13,082 $ 280 $ 13,362 $ 13,513 $ 20,005 $ 33,518 Liabilities: Derivative financial instruments $ — $ 97 $ 97 $ — $ — $ — Our marketable securities investments consist of money market funds, time deposits and certain other securities. Marketable securities as presented per our consolidated balance sheets included debt securities with original maturities at the time of purchase greater than three months and the remainder of the debt securities were included in cash and cash equivalents. As of May 31, 2022 and May 31, 2021, substantially all of our marketable debt securities investments mature within one year. Our valuation techniques used to measure the fair values of our instruments that were classified as Level 1 in the table above were derived from quoted market prices and active markets for these instruments that exist. Our valuation techniques used to measure the fair values of Level 2 instruments listed in the table above were derived from the following: non-binding market consensus prices that were corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data including reference rate yield curves, among others. Based on the trading prices of the $ billion and $ billion of senior notes and the related fair value hedges (refer to Note 7 for additional information) that we had outstanding as of May 31, 20 2 2 and 20 2 1 , respectively, the estimated fair values of the senior notes and the related fair value hedges using Level 2 inputs at May 31, 20 2 2 and 20 2 1 were $ billion and $ billion, respectively. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
May 31, 2022 | |
Property Plant And Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net consisted of the following: Estimated May 31, (Dollars in millions) Useful Life 2022 2021 Computer, network, machinery and equipment 1-5 years $ 12,844 $ 9,508 Buildings and improvements 1-40 years 4,729 4,734 Furniture, fixtures and other 5-15 years 423 454 Land — 1,166 871 Construction in progress — 512 233 Total property, plant and equipment 1-40 years 19,674 15,800 Accumulated depreciation (9,958 ) (8,751 ) Total property, plant and equipment, net $ 9,716 $ 7,049 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
May 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | 6. INTANGIBLE ASSETS AND GOODWILL The changes in intangible assets for fiscal 2022 and the net book value of intangible assets as of May 31, 2022 and 2021 were as follows: Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net Weighted Average Useful Life (2) (Dollars in millions) May 31, 2021 Additions & Adjustments, net (1) Retirements May 31, 2022 May 31, 2021 Expense Retirements May 31, 2022 May 31, 2021 May 31, 2022 Developed technology $ 4,237 $ 165 $ (436 ) $ 3,966 $ (3,621 ) $ (475 ) $ 436 $ (3,660 ) $ 616 $ 306 3 Cloud services and license support agreements and related relationships 5,497 (5 ) (232 ) 5,260 (3,834 ) (592 ) 232 (4,194 ) 1,663 1,066 N/A Other 1,269 — (48 ) 1,221 (1,118 ) (83 ) 48 (1,153 ) 151 68 N/A Total intangible assets, net $ 11,003 $ 160 $ (716 ) $ 10,447 $ (8,573 ) $ (1,150 ) $ 716 $ (9,007 ) $ 2,430 $ 1,440 (1) Amounts also included 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 2022. As of May 31, 2022, estimated future amortization expenses related to intangible assets were as follows (in millions): Fiscal 2023 $ 750 Fiscal 2024 508 Fiscal 2025 148 Fiscal 2026 24 Fiscal 2027 6 Thereafter 4 Total intangible assets, net $ 1,440 The changes in the carrying amounts of goodwill, net, which is generally not deductible for tax purposes, for our operating segments for fiscal 2022 and 2021 were as follows: (in millions) Cloud and License Hardware Services Total Goodwill, net Balances as of May 31, 2020 $ 39,637 $ 2,367 $ 1,765 $ 43,769 Goodwill adjustments, net (1) 149 — 17 166 Balances as of May 31, 2021 39,786 2,367 1,782 43,935 Goodwill adjustments, net (1) 152 — (276 ) (124 ) Balances as of May 31, 2022 $ 39,938 $ 2,367 $ 1,506 $ 43,811 (1) Amounts include any changes in goodwill balances for the period presented that substantially resulted from foreign currency translations and, during fiscal 2022, the realignment of an operating segment component. |
NOTES PAYABLE AND OTHER BORROWI
NOTES PAYABLE AND OTHER BORROWINGS | 12 Months Ended |
May 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND OTHER BORROWINGS | 7. NOTES PAYABLE AND OTHER BORROWINGS Notes payable and other borrowings consisted of the following: May 31, 2022 2021 (Amounts in millions) Date of Issuance Amount Effective Interest Rate Amount Effective Interest Rate Fixed-rate senior notes: $1,500, 2.80%, due July 2021 (1) July 2014 $ — N.A $ 1,500 2.82% $4,250, 1.90%, due September 2021 July 2016 — N.A 4,250 1.94% $2,500, 2.50%, due May 2022 May 2015 — N.A 2,500 2.56% $2,500, 2.50%, due October 2022 October 2012 2,500 2.51% 2,500 2.51% $1,250, 2.625%, due February 2023 November 2017 1,250 2.64% 1,250 2.64% $1,000, 3.625%, due July 2023 July 2013 1,000 3.73% 1,000 3.73% $2,500, 2.40%, due September 2023 July 2016 2,500 2.40% 2,500 2.40% $2,000, 3.40%, due July 2024 July 2014 2,000 3.43% 2,000 3.43% $2,000, 2.95%, due November 2024 November 2017 2,000 2.98% 2,000 2.98% $3,500, 2.50%, due April 2025 April 2020 3,500 2.51% 3,500 2.51% $2,500, 2.95%, due May 2025 May 2015 2,500 3.00% 2,500 3.00% €750, 3.125%, due July 2025 (2)(3) July 2013 803 3.17% 916 3.17% $2,750, 1.65%, due March 2026 March 2021 2,750 1.66% 2,750 1.66% $3,000, 2.65%, due July 2026 July 2016 3,000 2.69% 3,000 2.69% $2,250, 2.80%, due April 2027 April 2020 2,250 2.83% 2,250 2.83% $2,750, 3.25%, due November 2027 November 2017 2,750 3.26% 2,750 3.26% $2,000, 2.30%, due March 2028 March 2021 2,000 2.34% 2,000 2.34% $3,250, 2.95%, due April 2030 April 2020 3,250 2.96% 3,250 2.96% $500, 3.25%, due May 2030 May 2015 500 3.30% 500 3.30% $3,250, 2.875%, due March 2031 March 2021 3,250 2.89% 3,250 2.89% $1,750, 4.30%, due July 2034 July 2014 1,750 4.30% 1,750 4.30% $1,250, 3.90%, due May 2035 May 2015 1,250 3.95% 1,250 3.95% $1,250, 3.85%, due July 2036 July 2016 1,250 3.85% 1,250 3.85% $1,750, 3.80%, due November 2037 November 2017 1,750 3.83% 1,750 3.83% $1,250, 6.50%, due April 2038 April 2008 1,250 6.52% 1,250 6.52% $1,250, 6.125%, due July 2039 July 2009 1,250 6.19% 1,250 6.19% $3,000, 3.60%, due April 2040 April 2020 3,000 3.62% 3,000 3.62% $2,250, 5.375%, due July 2040 July 2010 2,250 5.45% 2,250 5.45% $2,250, 3.65%, due March 2041 March 2021 2,250 3.70% 2,250 3.70% $1,000, 4.50%, due July 2044 July 2014 1,000 4.50% 1,000 4.50% $2,000, 4.125%, due May 2045 May 2015 2,000 4.15% 2,000 4.15% $3,000, 4.00%, due July 2046 July 2016 3,000 4.00% 3,000 4.00% $2,250, 4.00%, due November 2047 November 2017 2,250 4.03% 2,250 4.03% $4,500, 3.60%, due April 2050 April 2020 4,500 3.62% 4,500 3.62% $3,250, 3.95%, due March 2051 March 2021 3,250 3.96% 3,250 3.96% $1,250, 4.375%, due May 2055 May 2015 1,250 4.40% 1,250 4.40% $3,500, 3.85%, due April 2060 April 2020 3,500 3.87% 3,500 3.87% $1,500, 4.10%, due March 2061 March 2021 1,500 4.11% 1,500 4.11% Other borrowings due August 2025 November 2016 113 3.53% 113 3.53% Total senior notes and other borrowings $ 76,166 $ 84,529 Unamortized discount/issuance costs (284 ) (315 ) Hedge accounting fair value adjustments (1)(3) (23 ) 31 Total notes payable and other borrowings $ 75,859 $ 84,245 Notes payable, current $ 3,749 $ 8,250 Notes payable and other borrowings, non-current $ 72,110 $ 75,995 (1) We entered into certain interest rate swap agreements that had the economic effects of modifying the fixed-interest obligations associated with the 2.80% senior notes that were outstanding as of May 31, 2021 and that were due and were settled in July 2021 (July 2021 Notes) so that the interest payable on these notes effectively became variable based on LIBOR. The effective interest rates after consideration of these fixed to variable interest rate swap agreements was 0.87% for the July 2021 Notes as of May 31, 2021. Refer to Note 1 for a description of our accounting for fair value hedges. (2) In July 2013, we issued €750 million of 3.125% senior notes due July 2025 (July 2025 Notes). Principal and unamortized discount/issuance costs for the July 2025 Notes in the table above were calculated using foreign currency exchange rates, as applicable, as of May 31, 2022 and May 31, 2021, respectively. The July 2025 Notes are registered and trade on the New York Stock Exchange. (3) In fiscal 2018 we entered into certain cross-currency interest rate swap agreements that have the economic effect of converting our fixed-rate, Euro-denominated debt, including annual interest payments and the payment of principal at maturity, to a variable-rate, U.S. Dollar-denominated debt of $871 million based on LIBOR. The effective interest rates as of May 31, 2022 and 2021 after consideration of the cross-currency interest rate swap agreements were 4.10% and 3.15%, respectively, for the July 2025 Notes. Refer to Note 1 for a description of our accounting for fair value hedges. Future principal payments (adjusted for the effects of the cross-currency interest rate swap agreements associated with the July 2025 Notes) for all of our borrowings at May 31, 2022 were as follows (in millions): Fiscal 2023 $ 3,750 Fiscal 2024 3,500 Fiscal 2025 10,000 Fiscal 2026 3,734 Fiscal 2027 5,250 Thereafter 50,000 Total $ 76,234 Senior Notes Interest is payable semi-annually for the senior notes listed in the above table except for the Euro Notes for which interest is payable annually. We may redeem some or all of the senior notes of each series prior to their maturity, subject to certain restrictions, and the payment of an applicable make-whole premium in certain instances. The senior notes rank pari passu with any other notes we may issue in the future pursuant to our commercial paper program (see additional discussion regarding our commercial paper program below) and all existing and future unsecured senior indebtedness of Oracle Corporation including the Revolving Credit Agreement and Bridge Credit Agreement, each as described further below. All existing and future liabilities of the subsidiaries of Oracle Corporation are or will be effectively senior to the senior notes, any future borrowings pursuant to the Revolving Credit Agreement and borrowings made on June 8, 2022 under the Bridge Credit Agreement, and any future issuances of commercial paper notes. We were in compliance with all debt-related covenants at May 31, 2022. Credit Agreements In March 2022, we entered into the following two credit agreements: • a $6.0 billion, five-year five-year • a $15.7 billion delayed draw term loan credit agreement (the Bridge Credit Agreement), which provides for an unsecured $15.7 billion, 364-day term loan commitment (the Bridge Facility), subject to the satisfaction of certain customary conditions. The Bridge Credit Agreement provides that, subject to certain exceptions, net cash proceeds received by us from certain debt and equity issuances shall result in mandatory prepayments or commitment reductions under the Bridge Credit Agreement. The proceeds of borrowings under the Bridge Facility were used to finance the acquisition of Cerner, our refinancing of indebtedness in connection with such acquisition and to pay related fees and expenses. All amounts borrowed under the Bridge Credit Agreement will become due on March 7, 2023, unless settled earlier pursuant to the terms of the Bridge Credit Agreement. Interest is based on either (a) a Term SOFR-based formula plus a margin of 100.0 basis points to 137.5 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin of 0.0 basis point to 37.5 basis points, depending on the same such credit rating, each as set forth in the Bridge Credit Agreement. No amounts were outstanding pursuant to either of the credit agreements as of May 31, 2022. On June 8, 2022, we drew down the full amount of the Bridge Credit Agreement to finance the acquisition of Cerner. Each of the abovementioned credit agreements contains certain customary representations and warranties, covenants and events of default, including the requirement that the ratio of “Consolidated EBITDA” to “Consolidated Net Interest Expense” (each term as defined in the respective credit agreements) of Oracle and its subsidiaries shall not be less than 3.0 to 1.0 at the end of any fiscal quarter during the period that the credit agreement is effective. If an event of default occurs under one of the credit agreements and is not cured within applicable grace periods or waived, any unpaid amounts under the applicable credit agreement may be declared immediately due and payable and the commitments under that agreement may be terminated. We were in compliance with the two credit agreements’ covenants as of May 31, 2022. Commercial Paper Program and Commercial Paper Notes Our existing $3.0 billion commercial paper program allows us to issue and sell unsecured short-term promissory notes pursuant to a private placement exemption from the registration requirements under federal and state securities laws pursuant to dealer agreements with various banks and an Issuing and Paying Agency Agreement with Deutsche Bank Trust Company Americas. As of May 31, 2022 and 2021, we did not have any outstanding commercial paper notes. |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 12 Months Ended |
May 31, 2022 | |
Restructuring And Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | 8. RESTRUCTURING ACTIVITIES Fiscal 2022 Oracle Restructuring Plan During fiscal 2022, our management approved, committed to and initiated plans to restructure and further improve efficiencies in our operations due to our acquisitions and certain other operational activities (2022 Restructuring Plan). In the fourth quarter of fiscal 2022, our management supplemented the 2022 Restructuring Plan to reflect additional actions that we expect to take. The total estimated restructuring costs associated with the 2022 Restructuring Plan are up to $392 million and will be recorded to the restructuring expense line item within our consolidated statements of operations as they are incurred. We recorded $223 million of restructuring expenses in connection with the 2022 Restructuring Plan in fiscal 2022 and we expect to incur the majority of the estimated remaining $169 million through the end of fiscal 2023. Any changes to the estimates or timing of executing the 2022 Restructuring Plan will be reflected in our future results of operations. 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 acquisitions and certain other operational activities (2019 Restructuring Plan). In fiscal 2021, our management supplemented the 2019 Restructuring Plan to reflect additional actions that we expected to take. Restructuring costs associated with the 2019 Restructuring Plan were recorded to the restructuring expense line item within our consolidated statements of operations as they were incurred. We record ed $ 430 million and $ 261 mil lion of restructuring expenses in connection with the 2019 Restructuring Plan in fiscal 202 1 and 20 20 , respectively. The total costs recorded in our consolidated statements of operations in connection with the 2019 Restructuring Plan were $ 1.2 billion. Actions pursuant to the 2019 Restructuring Plan were substantially complete as of May 31, 2021. Summary of All Plans Fiscal 2022 Activity Accrued May 31, 2021 (2) Year Ended May 31, 2022 Accrued May 31, 2022 (2) Total Costs Accrued to Date Total Expected Program Costs (in millions) Initial Costs (3) Adj. to Cost (4) Cash Payments Others (5) Fiscal 2022 Oracle Restructuring Plan (1) Cloud and license $ — $ 90 $ (2 ) $ (52 ) $ (2 ) $ 34 $ 88 $ 184 Hardware — 11 — (4 ) — 7 11 22 Services — 16 — (7 ) — 9 16 32 Other — 105 3 (29 ) (69 ) 10 108 154 Total Fiscal 2022 Oracle Restructuring Plan $ — $ 222 $ 1 $ (92 ) $ (71 ) $ 60 $ 223 $ 392 Total other restructuring plans (6) $ 225 $ — $ (32 ) $ (109 ) $ (13 ) $ 71 Total restructuring plans $ 225 $ 222 $ (31 ) $ (201 ) $ (84 ) $ 131 Fiscal 2021 Activity Accrued May 31, 2020 Year Ended May 31, 2021 Accrued May 31, 2021 (2) (in millions) Initial Costs (3) Adj. to Cost (4) Cash Payments Others (5) Fiscal 2019 Oracle Restructuring Plan (1) Cloud and license $ 75 $ 225 $ (22 ) $ (171 ) $ 12 $ 119 Hardware 14 39 (2 ) (34 ) (1 ) 16 Services 27 54 (4 ) (56 ) 3 24 Other 22 137 3 (110 ) 5 57 Total Fiscal 2019 Oracle Restructuring Plan $ 138 $ 455 $ (25 ) $ (371 ) $ 19 $ 216 Total other restructuring plans (6) $ 13 $ 2 $ (1 ) $ (5 ) $ — $ 9 Total restructuring plans $ 151 $ 457 $ (26 ) $ (376 ) $ 19 $ 225 Fiscal 2020 Activity Accrued May 31, 2019 Year Ended May 31, 2020 Accrued May 31, 2020 (in millions) Initial Costs (3) Adj. to Cost (4) Cash Payments Others (5) Fiscal 2019 Oracle Restructuring Plan (1) Cloud and license $ 72 $ 140 $ (24 ) $ (112 ) $ (1 ) $ 75 Hardware 18 28 (1 ) (31 ) — 14 Services 15 51 (2 ) (37 ) — 27 Other 108 59 10 (111 ) (44 ) 22 Total Fiscal 2019 Oracle Restructuring Plan $ 213 $ 278 $ (17 ) $ (291 ) $ (45 ) $ 138 Total other restructuring plans (6) $ 49 $ — $ (11 ) $ (8 ) $ (17 ) $ 13 Total restructuring plans $ 262 $ 278 $ (28 ) $ (299 ) $ (62 ) $ 151 (1) Restructuring costs recorded to each of the operating segments presented primarily related to employee severance costs. Other restructuring costs represented employee severance costs not related to our operating segments and certain other restructuring plan costs. (2) As of May 31, 202 2 and 20 2 1 , substantially all restructuring liabilities have been recorded in other current liabilities within our consolidated balance sheets . (3) Costs recorded for the respective restructuring plans during the period presented. (4) All plan adjustments were changes in estimates whereby increases and decreases in costs were generally recorded to operating expenses in the period of adjustments. (5) Represents foreign currency translation and certain other non-cash adjustments. ( 6 ) Other restructuring plans presented in the tables above included condensed information for other Oracle based plans and other plans associated with certain of our acquisitions whereby we continued to make cash outlays to settle obligations under these plans during the periods presented but for which the periodic impact to our consolidated statements of operations was not significant. |
DEFERRED REVENUES
DEFERRED REVENUES | 12 Months Ended |
May 31, 2022 | |
Deferred Revenue Disclosure [Abstract] | |
DEFERRED REVENUES | 9. DEFERRED REVENUES Deferred revenues consisted of the following: May 31, (in millions) 2022 2021 Cloud services and license support $ 7,406 $ 7,728 Hardware 555 618 Services 360 399 Cloud license and on-premise license 36 30 Deferred revenues, current 8,357 8,775 Deferred revenues, non-current (in other non-current liabilities) 753 679 Total deferred revenues $ 9,110 $ 9,454 Deferred cloud services and license support revenues and deferred hardware revenues substantially represent customer payments made in advance for cloud or support contracts that are typically billed in advance with corresponding revenues generally being recognized ratably or based upon customer usage over the respective contractual periods. Deferred services revenues include prepayments for our services business and revenues for these services are generally recognized as the services are performed. Deferred cloud license and on-premise license revenues typically resulted from customer payments that related to undelivered products and services or specified enhancements. |
LEASES, OTHER COMMITMENTS AND C
LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES | 12 Months Ended |
May 31, 2022 | |
Leases Other Commitments And Certain Contingencies Disclosure [Abstract] | |
LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES | 1 0 . LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES Leases We have operating leases that primarily relate to certain of our facilities, data centers and vehicles. As of May 31, 2022, our operating leases substantially have remaining terms of one year to eleven years, some of which include options to extend and/or terminate the leases. Operating lease expenses totaled $766 million, net of sublease income of $12 million in fiscal 2022 and $654 million, net of sublease income of $13 million in fiscal 2021. At May 31, 2022, ROU assets, current lease liabilities and non-current lease liabilities for our operating leases were $3.5 billion, $727 million and $2.9 billion, respectively. We recorded ROU assets of $1.9 billion in exchange for operating lease obligations during the year ended May 31, 2022. Cash paid for amounts included in the measurement of operating lease liabilities was $808 million and $696 million for the year ended May 31, 2022 and 2021, respectively. As of May 31, 2022, the weighted average remaining lease term for operating leases was approximately seven years and the weighted average discount rate used for calculating operating lease obligations was 2.9%. As of May 31, 2022, we have $4.1 billion of additional operating lease commitments, primarily for data centers, that are expected to commence in fiscal 2023 for terms of one to fifteen years that were not reflected on our consolidated balance sheet as of May 31, 2022 or in the maturities table below. Maturities of operating lease liabilities were as follows as of May 31, 2022 (in millions): Fiscal 2023 $ 763 Fiscal 2024 642 Fiscal 2025 578 Fiscal 2026 524 Fiscal 2027 415 Thereafter 1,159 Total operating lease payments 4,081 Less: imputed interest (423 ) Total operating lease liability $ 3,658 Unconditional Obligations In the ordinary course of business, we enter into certain unconditional purchase obligations with our suppliers, which are agreements that are enforceable and legally binding and specify terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the payment. We utilize several external manufacturers to manufacture sub-assemblies, perform final assemblies and perform testing of our hardware products. We also obtain individual components for our hardware products from a variety of individual suppliers based on projected demand information. Such purchase commitments are based on our forecasted component and manufacturing requirements and typically provide for fulfillment within agreed upon lead-times and/or commercially standard lead-times for the particular part or product and have been included in the amounts disclosed below. Certain routine arrangements for other materials and goods that are not related to our external manufacturers and certain other suppliers and that are entered into in the ordinary course of business are not included in the amounts below, as they are generally entered into in order to secure pricing or other negotiated terms and are difficult to quantify in a meaningful way. As of May 31, 2022, our unconditional purchase and certain other obligations were as follows (in millions): Fiscal 2023 $ 4,090 Fiscal 2024 185 Fiscal 2025 133 Fiscal 2026 106 Fiscal 2027 83 Thereafter 192 Total $ 4,789 As described in Note 7 above, as of May 31, 2022 we have senior notes and other borrowings that mature at various future dates and derivative financial instruments outstanding that we leverage to manage certain risks and exposures. Guarantees Our cloud, license and hardware sales agreements generally include certain provisions for indemnifying customers against liabilities if our products infringe a third party’s intellectual property rights. To date, we have not incurred any material costs as a result of such indemnifications and have not accrued any material liabilities related to such obligations in our consolidated financial statements. Certain of our sales agreements also include provisions indemnifying customers against liabilities in the event we breach confidentiality or service level requirements. It is not possible to determine the maximum potential amount under these indemnification agreements due to our limited and infrequent history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Our Oracle Cloud Services agreements generally include a warranty that the cloud services will be performed in all material respects as defined in the agreement during the service period. We occasionally are required, for various reasons, to enter into financial guarantees with third parties in the ordinary course of our business including, among others, guarantees related to taxes, import licenses and letters of credit on behalf of parties with whom we conduct business. Such agreements have not had a material effect on our results of operations, financial position or cash flows. |
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS' (DEFICIT) EQUITY | 12 Months Ended |
May 31, 2022 | |
Stockholders Equity Note [Abstract] | |
STOCKHOLDERS' (DEFICIT) EQUITY | 1 1 . STOCKHOLDERS’ (DEFICIT) EQUITY Common Stock Repurchases Our Board of Directors has approved a program for us to repurchase shares of our common stock. On December 9, 2021, we announced that our Board of Directors approved an expansion of our stock repurchase program by an additional $10.0 billion. As of May 31, 2022, (including 0.3 million shares for $19 million that were repurchased but not settled) 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 During fiscal 2022, 2021 and 2020, our Board of Directors declared cash dividends of $1.28, $1.04 and $0.96 per share of our outstanding common stock, respectively, which we paid during the same period. In June 2022, our Board of Directors declared a quarterly cash dividend of $0.32 per share of our outstanding common stock. The dividend is payable on July 26, 2022 to stockholders of record as of the close of business on July 12, 2022. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors. Accumulated Other Comprehensive Loss The following table summarizes, as of each balance sheet date, the components of our AOCL, net of income taxes: May 31, (in millions) 2022 2021 Foreign currency translation losses $ (1,482 ) $ (775 ) Unrealized losses on defined benefit plans, net (210 ) (400 ) Total accumulated other comprehensive loss $ (1,692 ) $ (1,175 ) |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
May 31, 2022 | |
Compensation Related Costs [Abstract] | |
EMPLOYEE BENEFIT PLANS | 1 2 . EMPLOYEE BENEFIT PLANS Stock-Based Compensation Plans Stock Plans In fiscal 2021, we adopted the 2020 Equity Incentive Plan to replace the Amended and Restated 2000 Long-Term Equity Incentive Plan (the 2000 Plan) which provides for the issuance of long-term performance awards, including restricted stock-based awards, non-qualified stock options and incentive stock options, as well as stock purchase rights and stock appreciation rights, to our eligible employees, officers and directors who are also employees or consultants, independent consultants and advisers. In fiscal 2022, our stockholders, upon the recommendation of our Board of Directors (the Board), approved the adoption of the Amended and Restated 2020 Equity Incentive Plan (the 2020 Plan and, together with the 2000 Plan, the Plans), which increased the number of authorized shares of stock that may be issued under the 2020 Plan by 300 million shares. The total number of shares authorized under the 2020 Plan is (i) 390 million shares, plus (ii) the number of shares that were unissued and available for grant under the 2000 Plan as of the date that the 2020 Plan was originally adopted, plus (iii) the number of shares granted and outstanding as of the date that the 2020 Plan was originally adopted which would have been available again for issuance under the terms of the 2000 Plan had the 2020 Plan not been adopted. Under the 2020 Plan, for each share granted as a full value award in the form of a restricted stock unit (RSU) or a performance-based restricted stock award (PSU), an equivalent of 2.5 shares is deducted from our pool of shares available for grant. As of May 31, 2022, 125 million unvested RSUs, 36 million performance-based stock options (PSOs), of which 6 million shares were vested, and service-based stock options (SOs) to purchase 60 million shares of common stock, of which 59 million shares were vested, were outstanding under the Plans. Approximately 371 million shares of common stock were available for future awards under the 2020 Plan as of May 31, 2022. To date, we have not issued any stock options under the 2020 Plan or any stock purchase rights or stock appreciation rights under either of the Plans. The vesting schedule for all awards granted under the Plans is established by the Compensation Committee of the Board. RSUs generally require service-based vesting of 25% annually over four years. SOs were previously granted under the 2000 Plan at not less than fair market value, become exercisable generally 25% annually over four years of service, and generally expire 10 years from the date of grant. PSOs granted under the 2000 Plan to our Chief Executive Officer and Chief Technology Officer in fiscal 2018 consisted of seven numerically equivalent vesting tranches that potentially could vest. One tranche, which was based solely on the attainment of a market-based metric, was achieved and vested in fiscal 2022. Each of the remaining six tranches requires the attainment of both a performance metric and a market capitalization metric by May 31, 2022, which was subsequently extended by three additional fiscal years to May 31, 2025 via an amendment approved by the Compensation Committee of the Board during fiscal 2022. If any of the remaining operational and market capitalization performance goals are achieved before May 31, 2025 additional tranches may vest, assuming continued employment and service through the date the Compensation Committee of the Board certifies that performance has been achieved. Upon amendment of the PSOs in fiscal 2022, we estimated the revised fair values of the six unvested tranches of the PSOs using a Monte Carlo simulation approach. We are recognizing incremental stock-based compensation expense related to these amended awards for any of the remaining unvested tranches that are probable of achievement over the longer of the (a) estimated implicit service period for performance-metric achievement, or (b) derived service period for market-based metric achievement. Stock-based compensation associated with a vesting tranche where vesting is no longer determined to be probable is reversed on a cumulative basis and is no longer prospectively recognized in the period when such a determination is made. We have preliminarily estimated service periods for those tranches that have been deemed probable of achievement as of the amendment date to be approximately three to four years. In connection with certain of our acquisitions, we assumed certain outstanding restricted stock-based awards and stock options under each acquired company’s respective stock plans, or we substituted substantially similar awards under the Plans . These restricted stock-based awards and stock options assumed or substituted generally retain ed all of the rights, terms and conditions of the respective plans under which they were originally granted. As of May 31, 202 2 , stock options to purchase approximately 485,000 shares of common stock were outstanding under acquired company stock plans that Oracle assumed. In fiscal 1993, the Board adopted the 1993 Directors’ Stock Plan (the Directors’ Plan), which provides for the issuance of RSUs and other stock-based awards, including non-qualified stock options, to non-employee directors. The Directors’ Plan has from time to time been amended and restated. Under the terms of the Directors’ Plan, 10 million shares of common stock are reserved for issuance The following table summarizes restricted stock-based award activity granted pursuant to Oracle-based stock plans for our last three fiscal years ended May 31, 2022: Restricted Stock-Based Awards Outstanding (in millions, except fair value) Number of Shares Weighted-Average Grant Date Fair Value Balance, May 31, 2019 99 $ 43.01 Granted 50 $ 53.38 Vested and issued (34 ) $ 42.67 Canceled (14 ) $ 46.81 Balance, May 31, 2020 101 $ 48.36 Granted 54 $ 54.95 Vested and issued (34 ) $ 46.88 Canceled (11 ) $ 50.40 Balance, May 31, 2021 110 $ 51.87 Granted 65 $ 85.07 Vested and issued (38 ) $ 50.52 Canceled (9 ) $ 63.25 Balance, May 31, 2022 128 $ 68.34 The total grant date fair values of restricted stock-based awards that were vested and issued in fiscal 2022, 2021 and 2020 were $1.9 billion, $1.6 billion and $1.5 billion, respectively. As of May 31, 2022, total unrecognized stock-based compensation expense related to non-vested restricted stock-based awards was $5.9 billion and is expected to be recognized over the remaining weighted-average vesting period of 2.93 years. The following table summarizes stock option activity, including SOs and PSOs, and includes awards granted pursuant to the Plans and stock plans assumed from our acquisitions for our last three fiscal years ended May 31, 2022: Options Outstanding (in millions, except exercise price) Shares Under Stock Option Weighted-Average Exercise Price Balance, May 31, 2019 222 $ 37.78 Granted and assumed — $ — Exercised (44 ) $ 33.18 Canceled (2 ) $ 44.76 Balance, May 31, 2020 176 $ 38.86 Granted and assumed — $ — Exercised (52 ) $ 32.05 Canceled (17 ) $ 51.02 Balance, May 31, 2021 107 $ 40.14 Granted — $ — Exercised (10 ) $ 34.34 Canceled — $ — Balance, May 31, 2022 97 $ 40.70 Stock options outstanding that have vested and that are expected to vest as of May 31, 2022 were as follows: Outstanding Stock Options (in millions) Weighted-Average Exercise Price Weighted-Average Remaining Contract Term (in years) Aggregate Intrinsic Value (1) (in millions) Vested 65 $ 35.81 1.83 $ 2,360 Expected to vest (2) 12 $ 50.38 3.67 245 Total 77 $ 37.97 2.10 $ 2,605 (1) The aggregate intrinsic value was calculated based on the gross difference between our closing stock price on the last trading day of fiscal 2022 of $71.92 and the exercise prices for all “in-the-money” options outstanding, excluding tax effects. (2) The unrecognized compensation expense calculated under the fair value method for shares expected to vest (unvested shares net of expected forfeitures) as of May 31, 2022 was approximately $190 million and is expected to be recognized over a weighted-average period of 2.98 years. Approximately 20 million shares outstanding as of May 31, 2022 were not expected to vest. Stock-Based Compensation Expense and Valuations of Restricted Stock-Based Awards We estimated the fair values of our restricted stock-based awards that are solely subject to service-based vesting requirements based upon their market values as of the grant dates, discounted for the present values of expected dividends. Stock-based compensation expense was included in the following operating expense line items in our consolidated statements of operations: Year Ended May 31, (in millions) 2022 2021 2020 Cloud services and license support $ 205 $ 134 $ 110 Hardware 15 11 11 Services 67 55 54 Sales and marketing 448 313 261 Research and development 1,633 1,188 1,035 General and administrative 245 136 119 Total stock-based compensation 2,613 1,837 1,590 Estimated income tax benefit included in provision for income taxes (593 ) (413 ) (343 ) Total stock-based compensation, net of estimated income tax benefit $ 2,020 $ 1,424 $ 1,247 Tax Benefits from Exercises of Stock Options and Vesting of Restricted Stock-Based Awards Total cash received as a result of stock option exercises was approximately $319 million, $1.7 billion and $1.5 billion for fiscal 2022, 2021 and 2020, respectively. The total aggregate intrinsic value of restricted stock-based awards that vested and were issued and stock options that were exercised was $3.7 billion for each of fiscal 2022 and 2021 and $2.9 billion for fiscal 2020. In connection with the vesting and issuance of restricted stock-based awards and stock options that were exercised, the tax benefits realized by us were $843 million, $842 million and $638 million for fiscal 2022, 2021 and 2020, respectively. Employee Stock Purchase Plan We have an Employee Stock Purchase Plan (Purchase Plan) that allows employees to purchase shares of common stock at a price per share that is 95% of the fair market value of Oracle stock as of the end of the semi-annual option period. As of May 31, 2022, 39 million shares were reserved for future issuances under the Purchase Plan. We issued approximately 2 million shares in each of fiscal 2022, 2021 and 2020, respectively, under the Purchase Plan. The Compensation Committee last amended the Purchase Plan on May 3, 2022. Defined Contribution and Other Postretirement Plans We offer various defined contribution plans for our U.S. and non-U.S. employees. Total defined contribution plan expense was $412 million, $380 million and $376 million for fiscal 2022, 2021 and 2020, respectively. In the U.S., regular employees can participate in the Oracle Corporation 401(k) Savings and Investment Plan (Oracle 401(k) Plan). Participants can generally contribute up to 40% of their eligible compensation on a per-pay-period basis as defined by the Oracle 401(k) Plan document or by the section 402(g) limit as defined by the U.S. Internal Revenue Service (IRS). We match a portion of employee contributions, currently 50% up to 6% of compensation each pay period, subject to maximum aggregate matching amounts. Our contributions to the Oracle 401(k) Plan, net of forfeitures, were $164 million, $150 million and $152 million in fiscal 2022, 2021 and 2020, respectively. We also offer non-qualified deferred compensation plans to certain employees whereby they may defer a portion of their annual base and/or variable compensation until retirement or a date specified by the employee in accordance with the plans. Deferred compensation plan assets and liabilities were each approximately $756 million and approximately $813 million as of May 31, 2022 and 2021, respectively, and were presented in other non-current assets and other non-current liabilities in the accompanying consolidated balance sheets. We sponsor certain defined benefit pension plans that are offered primarily by certain of our foreign subsidiaries. Many of these plans were assumed through our acquisitions or are required by local regulatory requirements. We may deposit funds for these plans with insurance companies, third-party trustees, or into government-managed accounts consistent with local regulatory requirements, as applicable. Our total defined benefit plan pension expenses were $67 million, $105 million and $97 million for fiscal 2022, 2021 and 2020, respectively. The aggregate projected benefit obligation and aggregate net liability (funded status, which is substantially included in other non-current liabilities in our consolidated balance sheets) of our defined benefit plans as of May 31, 2022 were $1.1 billion and $580 million, respectively, and as of May 31, 2021 were $1.4 billion and $889 million, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
May 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 1 3 . INCOME TAXES Our effective tax rates for each of the periods presented are the result of the mix of income and losses earned in various tax jurisdictions that apply a broad range of income tax rates. Our (provision for) benefit from income taxes varied from that computed at the U.S. federal statutory income tax rate for fiscal 2022, 2021 and 2020 primarily due to earnings in foreign operations, state taxes, the U.S. research and development tax credit, settlements with tax authorities, the tax effects of stock-based compensation, the Foreign Derived Intangible Income deduction and the tax effect of Global Intangible Low-Taxed Income. In addition, for fiscal 2021, our benefit from income taxes varied from the tax computed at the U.S. federal statutory income tax rate primarily due to a total net deferred tax benefit of $2.3 billion as a result of a partial realignment of our legal entity structure that resulted in the intra-group transfer of certain intellectual property rights. In November 2021, the U.S. House of Representatives passed the “Build Back Better Act” budget reconciliation bill (the Bill). To date, the Bill has failed to advance in the Senate. If the Bill as currently drafted (or a modified version containing similar revenue provisions) were enacted, it would substantially increase U.S. taxes on corporations, including, among other changes, raising the level of U.S. tax on profits earned outside the U.S. and further restricting the deductibility of interest expense. Such changes, if enacted, likely would have a material adverse impact on our future tax liabilities and consolidated financial results. The following is a geographical breakdown of income before income taxes: Year Ended May 31, (in millions) 2022 2021 2020 Domestic $ (629 ) $ 4,375 $ 3,890 Foreign 8,278 8,624 8,173 Income before income taxes $ 7,649 $ 12,999 $ 12,063 The (provision for) benefit from income taxes consisted of the following: Year Ended May 31, (Dollars in millions) 2022 2021 2020 Current provision: Federal $ (709 ) $ (516 ) $ (1,616 ) State (186 ) (233 ) (19 ) Foreign (1,183 ) (929 ) (1,144 ) Total current provision $ (2,078 ) $ (1,678 ) $ (2,779 ) Deferred benefit: Federal $ 1,661 $ (8,631 ) $ 983 State 139 77 (50 ) Foreign (654 ) 10,979 (82 ) Total deferred benefit $ 1,146 $ 2,425 $ 851 Total (provision for) benefit from income taxes $ (932 ) $ 747 $ (1,928 ) Effective income tax expense (benefit) rate 12.2% (5.7%) 16.0% The (provision for) benefit from income taxes differed from the amount computed by applying the federal statutory rate to our income before income taxes as follows: Year Ended May 31, (Dollars in millions) 2022 2021 2020 U.S. federal statutory tax rate 21.0% 21.0% 21.0% Tax provision at statutory rate $ (1,606 ) $ (2,730 ) $ (2,533 ) Foreign earnings at other than United States rates 536 580 496 Net impact of intra-entity IP transfer — 2,266 — State tax expense, net of federal benefit (132 ) (206 ) (172 ) Settlements and releases from judicial decisions and statute expirations, net 263 582 137 Tax contingency interest accrual, net (44 ) (55 ) (163 ) Domestic tax contingency, net (441 ) (282 ) (58 ) Federal research and development credit 222 169 151 Stock-based compensation 263 300 166 Other, net 7 123 48 Total (provision for) benefit from income taxes $ (932 ) $ 747 $ (1,928 ) The components of our deferred tax assets and liabilities were as follows: May 31, (in millions) 2022 2021 Deferred tax assets: Accruals and allowances $ 493 $ 452 Employee compensation and benefits 818 755 Differences in timing of revenue recognition 623 547 Lease liabilities 688 524 Basis of property, plant and equipment and intangible assets 11,362 12,161 Tax credit and net operating loss carryforwards 4,409 3,934 Other 141 — Total deferred tax assets 18,534 18,373 Valuation allowance (1,742 ) (1,526 ) Total deferred tax assets, net 16,792 16,847 Deferred tax liabilities: Unrealized gain on stock (78 ) (78 ) Acquired intangible assets (126 ) (266 ) GILTI deferred (8,937 ) (9,883 ) ROU assets (668 ) (488 ) Withholding taxes on foreign earnings (232 ) (195 ) Other — (165 ) Total deferred tax liabilities (10,041 ) (11,075 ) Net deferred tax assets $ 6,751 $ 5,772 Recorded as: Non-current deferred tax assets $ 12,782 $ 13,636 Non-current deferred tax liabilities (6,031 ) (7,864 ) Net deferred tax assets $ 6,751 $ 5,772 We provide for United States income taxes on the undistributed earnings and the other outside basis temporary differences of foreign subsidiaries unless they are considered indefinitely reinvested outside the United States. At May 31, 2022, the amount of temporary differences related to undistributed earnings and other outside basis temporary differences of investments in foreign subsidiaries upon which U.S. income taxes have not been provided was approximately $7.9 billion. If the undistributed earnings and other outside basis differences were recognized in a taxable transaction, they would generate foreign tax credits that would reduce the federal tax liability associated with the foreign dividend or the otherwise taxable transaction. At May 31, 2022, assuming a full utilization of the foreign tax credits, the potential net deferred tax liability associated with these other outside basis temporary differences would be approximately $1.5 billion. Our net deferred tax assets were $6.8 billion and $5.8 billion as of May 31, 2022 and 2021, 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. The valuation allowance was $1.7 billion and $1.5 billion as of May 31, 2022 and 2021, respectively. A majority of the valuation allowances as of May 31, 2022 and 2021 related to tax assets established in purchase accounting and other tax credits. Any subsequent reduction of that portion of the valuation allowance and the recognition of the associated tax benefits associated with our acquisitions will be recorded to our provision for income taxes subsequent to our final determination of the valuation allowance or the conclusion of the measurement period (as defined above), whichever comes first . At May 31, 2022, we had federal net operating loss carryforwards of approximately $446 million, which are subject to limitation on their utilization. We classify our unrecognized tax benefits as either current or non-current income taxes payable in the accompanying consolidated balance sheets. The aggregate changes in the balance of our gross unrecognized tax benefits, including acquisitions, were as follows: Year Ended May 31, (in millions) 2022 2021 2020 Gross unrecognized tax benefits as of June 1 $ 6,912 $ 6,972 $ 6,348 Increases related to tax positions from prior fiscal years 66 225 624 Decreases related to tax positions from prior fiscal years (24 ) (836 ) (298 ) Increases related to tax positions taken during current fiscal year 919 531 628 Settlements with tax authorities (117 ) (51 ) (177 ) Lapses of statutes of limitation (333 ) (66 ) (116 ) Cumulative translation adjustments and other, net (139 ) 137 (37 ) Total gross unrecognized tax benefits as of May 31 $ 7,284 $ 6,912 $ 6,972 As of May 31, 2022, 2021 and 2020, $4.3 billion, $4.4 billion and $4.3 billion, respectively, of unrecognized tax benefits would affect our effective tax rate if recognized. We recognized interest and penalties related to uncertain tax positions in our (provision for) benefit from income taxes line of our consolidated statements of operations of $93 million, $166 million and $202 million during fiscal 2022, 2021 and 2020, respectively. Interest and penalties accrued were $1.6 billion as of May 31, 2022 and 2021. Domestically, U.S. federal and state taxing authorities are currently examining income tax returns of Oracle and various acquired entities for years through fiscal 2020. Many issues are at an advanced stage in the examination process, the most significant of which include issues related to transfer pricing, domestic production activity, foreign tax credits, research and development credits, state economic nexus, and qualification as a state manufacturer. With respect to all of these domestic audit issues considered in the aggregate, we believe that it was reasonably possible that, as of May 31, 2022, our gross unrecognized tax benefits could decrease (whether by payment, release, or a combination of both) in the next 12 months by as much as $994 million ($825 million net of offsetting tax benefits). Our U.S. federal income tax returns have been examined for all years prior to fiscal 2011 and, with some exceptions, we are no longer subject to audit for those periods. Our U.S. state income tax returns, with some exceptions, have been examined for all years prior to fiscal 2007, and we are no longer subject to audit for those periods. Internationally, tax authorities for numerous non-U.S. jurisdictions are also examining or have examined returns of Oracle and various acquired entities for years through fiscal 2021. Many of the relevant tax years are at an advanced stage in examination or subsequent controversy resolution processes, the most significant of which include issues related to transfer pricing and withholding tax. The manner in which those issues are resolved and the timing thereof could potentially result in a range of decreases or increases in our unrecognized tax benefits over the next 12 months. We believe it was reasonably possible that, as of May 31, 2022, the gross unrecognized tax benefits could decrease (whether by payment, release, or a combination of both) in the next 12 months by as much as $287 million ($109 million net of offsetting tax benefits). We also believe it was reasonably possible that, as of May 31, 2022, the gross unrecognized tax benefits could increase in the next 12 months by as much as $869 million ($227 million net of offsetting US tax benefits). With some exceptions, we are generally no longer subject to tax examinations in non-U.S. jurisdictions for years prior to fiscal 2001. We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax and indirect tax matters and are involved in various challenges and litigation in a number of countries, including, in particular, Australia, Brazil, Canada, India, Indonesia, Israel, Italy, Mexico, New Zealand, Pakistan, Saudi Arabia, South Korea and Spain, where the amounts under controversy are significant. In some, although not all, cases, we have reserved for potential adjustments to our provision for income taxes and accrual of indirect taxes that may result from examinations by, or any negotiated agreements with, these tax authorities or final outcomes in judicial proceedings, and we believe that the final outcome of these examinations, agreements or judicial proceedings will not have a material effect on our results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of benefits in the period we determine the liabilities are no longer necessary. If our estimates of the federal, state, and foreign income tax liabilities and indirect tax liabilities are less than the ultimate assessment, it could result in a further charge to expense. We believe that we have adequately provided under GAAP for outcomes related to our tax audits. However, there can be no assurances as to the possible outcomes or any related financial statement effect thereof. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
May 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 1 4 . SEGMENT INFORMATION ASC 280, Segment Reporting We have three businesses—cloud and license, hardware and services—each of which is comprised of a single Our cloud and license business engages in the sale, marketing and delivery of our enterprise applications and infrastructure technologies through cloud and on-premise deployment models including our cloud services and license support offerings; and our cloud license and on-premise license offerings. Cloud services and license support revenues are generated from offerings that are typically contracted with customers directly, billed to customers in advance, delivered to customers over time with our revenue recognition occurring over the contractual terms, and renewed by customers upon completion of the contractual terms. Cloud services and license support contracts provide customers with access to the latest updates to the applications and infrastructure technologies as they become available and for which the customer contracted and also include related technical support services over the contractual term. Cloud license and on-premise license revenues represent fees earned from granting customers licenses, generally on a perpetual basis, to use our database and middleware and our applications software products within cloud and on-premise IT environments. We generally recognize revenues at the point in time the software is made available to the customer to download and use, which typically is immediate upon signature of the license contract. In each fiscal year, our cloud and license business’ contractual activities are typically highest in our fourth fiscal quarter and the related cash flows are typically highest in the following quarter (i.e., in the first fiscal quarter of the next fiscal year) as we receive payments from these contracts . Our hardware business provides infrastructure technologies including Oracle Engineered Systems, servers, storage, industry-specific hardware, operating systems, virtualization, management and other hardware-related software to support diverse IT environments. Our hardware business also offers hardware support, which provides customers with software updates for the software components that are essential to the functionality of their hardware products and can also include product repairs, maintenance services and technical support services that are typically delivered and recognized ratably over the contractual term. Our services business provides services to customers and partners to help maximize the performance of their investments in Oracle applications and infrastructure technologies. We do not track our assets for each business. Consequently, it is not practical to show assets by operating segment. The following table presents summary results for each of our three businesses for each of fiscal 2022, 2021 and 2020: Year Ended May 31, (in millions) 2022 2021 2020 Cloud and license: Revenues (1) $ 36,052 $ 34,101 $ 32,523 Cloud services and license support expenses 4,915 4,133 3,803 Sales and marketing expenses 7,054 6,799 7,159 Margin (2) $ 24,083 $ 23,169 $ 21,561 Hardware: Revenues $ 3,183 $ 3,359 $ 3,443 Hardware products and support expenses 944 945 1,084 Sales and marketing expenses 361 388 456 Margin (2) $ 1,878 $ 2,026 $ 1,903 Services: Revenues $ 3,205 $ 3,021 $ 3,106 Services expenses 2,539 2,393 2,656 Margin (2) $ 666 $ 628 $ 450 Totals: Revenues (1) $ 42,440 $ 40,481 $ 39,072 Expenses 15,813 14,658 15,158 Margin (2) $ 26,627 $ 25,823 $ 23,914 (1) Cloud and license revenues and total revenues presented for management reporting for fiscal 2021 and fiscal 2020 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 due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022. The table below provides a reconciliation of our total operating segment revenues to our total revenues as reported in our consolidated statements of operations for all periods presented (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 expenses or income, net . Refer to the table below for a reconciliation of our total margin for operating segments to our income before income taxes as reported per our consolidated statements of operations. The following table reconciles total operating segment revenues to total revenues as well as total operating segment margin to income before income taxes: Year Ended May 31, (in millions) 2022 2021 2020 Total revenues for operating segments $ 42,440 $ 40,481 $ 39,072 Cloud and license revenues (1) — (2 ) (4 ) Total revenues $ 42,440 $ 40,479 $ 39,068 Total margin for operating segments $ 26,627 $ 25,823 $ 23,914 Cloud and license revenues (1) — (2 ) (4 ) Research and development (7,219 ) (6,527 ) (6,067 ) General and administrative (1,317 ) (1,254 ) (1,181 ) Amortization of intangible assets (1,150 ) (1,379 ) (1,586 ) Acquisition related and other (4,713 ) (138 ) (56 ) Restructuring (191 ) (431 ) (250 ) Stock-based compensation for operating segments (735 ) (513 ) (436 ) Expense allocations and other, net (376 ) (366 ) (438 ) Interest expense (2,755 ) (2,496 ) (1,995 ) Non-operating (expenses) income, net (522 ) 282 162 Income before income taxes $ 7,649 $ 12,999 $ 12,063 (1) Cloud and license revenues presented for management reporting for fiscal 2021 and fiscal 2020 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 due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022. This table includes a reconciliation of our total operating segment revenues to our total revenues as reported in our consolidated statements of operations for all periods 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 affected by economic factors. The principal category we use to disaggregate revenues is the nature of our products and services as presented in our consolidated statements of operations, the total of which is reconciled to revenues from our reportable segments as per the preceding tables of this footnote. The following table is a summary of our total revenues by geographic region: Year Ended May 31, (in millions) 2022 2021 2020 Americas $ 23,679 $ 21,828 $ 21,563 EMEA (1) 12,011 11,894 11,035 Asia Pacific 6,750 6,757 6,470 Total revenues $ 42,440 $ 40,479 $ 39,068 (1) Comprised of Europe, the Middle East and Africa The following table presents our cloud services and license support revenues by applications and infrastructure ecosystems: Year Ended May 31, (in millions) 2022 2021 2020 Applications cloud services and license support $ 12,612 $ 11,712 $ 11,015 Infrastructure cloud services and license support 17,562 16,988 16,377 Total cloud services and license support revenues $ 30,174 $ 28,700 $ 27,392 Geographic Information Disclosed in the table below is geographic information for each country that comprised greater than three percent of our total revenues for any of fiscal 2022, 2021 or 2020: As of and for the Year Ended May 31, 2022 2021 2020 (in millions) Revenues Long-Lived Assets (1) Revenues Long-Lived Assets (1) Revenues Long-Lived Assets (1) United States $ 20,246 $ 10,300 $ 18,734 $ 6,826 $ 18,428 $ 6,012 United Kingdom 2,335 805 2,110 685 1,904 472 Japan 1,847 788 1,988 650 1,977 655 Germany 1,799 813 1,744 561 1,510 418 Canada 1,347 298 1,281 199 1,162 169 Other countries 14,866 3,140 14,622 2,464 14,087 1,977 Total $ 42,440 $ 16,144 $ 40,479 $ 11,385 $ 39,068 $ 9,703 (1) Long-lived assets exclude goodwill, intangible assets, equity investments and deferred taxes, which are not allocated to specific geographic locations as it is impracticable to do so. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
May 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 1 5 . EARNINGS PER SHARE Basic earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock-based awards, stock options, and shares issuable under the employee stock purchase plan as applicable pursuant to the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share : Year Ended May 31, (in millions, except per share data) 2022 2021 2020 Net income $ 6,717 $ 13,746 $ 10,135 Weighted average common shares outstanding 2,700 2,945 3,211 Dilutive effect of employee stock plans 86 77 83 Dilutive weighted average common shares outstanding 2,786 3,022 3,294 Basic earnings per share $ 2.49 $ 4.67 $ 3.16 Diluted earnings per share $ 2.41 $ 4.55 $ 3.08 Shares subject to anti-dilutive restricted stock-based awards and stock options excluded from calculation (1) 34 36 56 (1) Substantially all of these weighted shares related to contingently issuable shares pursuant to PSO arrangements that could be dilutive in the future. See Note 12 for information regarding the exercise prices of our outstanding, unexercised stock options. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 12 Months Ended |
May 31, 2022 | |
Legal Proceedings [Abstract] | |
LEGAL PROCEEDINGS | 1 6 . 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 (the HP Settlement Agreement), resolving litigation between HP and one of Oracle’s former CEOs who had previously acted as HP’s chief executive officer and chairman of HP’s board of directors. HP sought a judicial declaration of the parties’ rights and obligations under the HP 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 HP Settlement Agreement, the court found that the HP 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. Oral argument was held on May 27, 2021. On June 14, 2021, the Court of Appeal affirmed both the judgment against Oracle noted above, and the denial of pre-judgment interest. On June 29, 2021, Oracle filed a Petition for Rehearing with the Court of Appeal, which was denied on July 8, 2021. On July 26, 2021, Oracle filed a Petition for Review with the California Supreme Court, which was denied on September 29, 2021. During fiscal 2022, Oracle remitted the entirety of the $3.0 billion judgment and related $1.7 billion of accrued post-judgment interest and awarded costs and recorded such amounts as acquisition related and other expenses as presented per our consolidated statements of operations. On January 27, 2022, Oracle filed a Petition for a Writ of Certiorari with the U.S. Supreme Court, which was denied on May 16, 2022. This matter is now concluded. Derivative Litigation Concerning Oracle’s NetSuite Acquisition On May 3 and July 18, 2017, two alleged stockholders filed separate derivative lawsuits in the Court of Chancery of the State of Delaware, purportedly on Oracle’s behalf. Thereafter, the court consolidated the two derivative cases and designated the July 18, 2017 complaint as the operative complaint. The consolidated lawsuit was brought against all the then-current members and one former member of our Board of Directors, and Oracle as a nominal defendant. Plaintiff alleged that the defendants breached their fiduciary duties by causing Oracle to agree to purchase NetSuite Inc. (NetSuite) at an excessive price. The complaint sought (and the operative complaint continues to seek) declaratory relief, unspecified monetary damages (including interest), and attorneys’ fees and costs. The defendants filed a motion to dismiss, which the court denied on March 19, 2018. On May 4, 2018, our Board of Directors established a Special Litigation Committee (the SLC) to investigate the allegations in this derivative action. Three non-employee directors served on the SLC. On August 15, 2019, the SLC filed a letter with the court, stating that the SLC believed that plaintiff should be allowed to proceed with the derivative litigation on behalf of Oracle. After the SLC advised the Board that it had fulfilled its duties and obligations, the Board withdrew the SLC’s authority, except that the SLC maintained certain authority to respond to discovery requests in the litigation. After plaintiff filed the July 18, 2017 complaint, an additional plaintiff joined the case. Plaintiffs filed several amended complaints, and filed their most recent amended complaint on December 11, 2020. The operative complaint asserts claims for breach of fiduciary duty against our Chief Executive Officer, our Chief Technology Officer, the estate of Mark Hurd (our former Chief Executive Officer who passed away on October 18, 2019), and two other members of our Board of Directors. Oracle is named as a nominal defendant. On December 11, 2020, the estate of Mark Hurd and the two other members of our Board of Directors moved to dismiss this complaint, and a hearing on this motion was held on February 16, 2021. On June 21, 2021, the court granted this motion as to the estate of Mark Hurd and one Board member and denied the motion as to the other Board member, who filed an answer to the complaint on August 9, 2021. On December 28, 2020, our Chief Executive Officer, our Chief Technology Officer, and Oracle as a nominal defendant filed answers to the operative complaint. Expert discovery has concluded. On December 23, 2021, the Board member defendant brought a motion for summary judgment, and on May 20, 2022, the court granted this motion in part and denied this motion in part. This Board member remains a defendant in this case. Trial is scheduled to commence on July 18, 2022. 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 U.S. District Court for the Northern District of California against us, our Chief Technology Officer, our then-two Chief Executive Officers, two other Oracle executives, and one former Oracle executive. As noted above, Mr. Hurd, one of our then-two Chief Executive Officers, passed away on October 18, 2019. 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. On April 19, 2019, defendants moved to dismiss plaintiff’s amended complaint. On December 17, 2019, the court granted this motion, giving plaintiffs an opportunity to file an amended complaint, which plaintiff filed on February 17, 2020. On April 23, 2020, defendants filed a motion to dismiss, and the court held a hearing on this motion on September 24, 2020. On March 22, 2021, the court granted in part and denied in part this motion. The court dismissed the action as to one Oracle executive and the former Oracle executive. The court permitted plaintiff to proceed with only a narrow omissions theory against the remaining defendants. On April 21, 2021, defendants filed an answer to the complaint. On October 8, 2021, plaintiffs filed a motion for class certification, which the court granted on May 9, 2022. On May 23, 2022, defendants filed a petition in the Ninth Circuit Court of Appeals for permission to appeal the court’s order granting class certification, and plaintiffs filed an opposition on June 2, 2022. On June 3, 2022, the court “So Ordered” a stipulation by the parties, which vacated all dates in this case because the parties had reached an agreement to settle this action, subject to the court’s approval. On June 8, 2022, the Ninth Circuit Court of Appeals granted defendants’ unopposed motion to stay the petition for permission to appeal in light of the proposed settlement. On February 12 and May 8, 2019, two stockholder derivative lawsuits were filed in the United States District Court for the Northern District of California. The cases were consolidated, and on July 8, 2019, a single plaintiff filed a consolidated complaint. The consolidated complaint brought various claims relating to the 10b-5 class action described immediately above. The parties agreed to stay the derivative case pending resolution of defendants’ motion to dismiss the securities case, which the court granted in part and denied in part on March 22, 2021. Plaintiff filed an amended complaint on June 4, 2021. The derivative suit is brought by an alleged stockholder of Oracle, purportedly on Oracle’s behalf, against our Chief Technology Officer, our Chief Executive Officer, and the estate of Mark Hurd. Plaintiff claims that the alleged actions described in the class action discussed above caused harm to Oracle, and that defendants violated their fiduciary duties of candor, good faith, loyalty, and due care by failing to prevent this alleged harm. Plaintiff also brings derivative claims for violations of federal securities laws. Plaintiffs seek a ruling that this case may proceed as a derivative action, a finding that defendants are liable for breaching their fiduciary duties, damages, an order directing defendants to enact corporate reforms, attorneys’ fees and costs, and unspecified relief. On Jun e 14, 2021, the court “so ordered” a stipulation from the parties, staying this case pending resolution of the 10b-5 action . While Oracle continues to evaluate these claims, we do not believe these matters 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
May 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS Acquisition of Cerner Corporation and Related Borrowings On June 8, 2022, pursuant to the terms of the tender offer and applicable Delaware law, we acquired all of the outstanding shares of Cerner’s common stock and effectuated the merger of Cerner with and into a wholly-owned subsidiary of Oracle, and Cerner became an indirect, wholly-owned subsidiary of Oracle. The initial purchase accounting for this transaction has not yet been completed given the short period of time between the acquisition date and issuance of these consolidated financial statements and the financial results of Cerner will be included in our consolidated financial statements from the date of the acquisition. Refer to Note 2 above for more information about our acquisition of Cerner. In connection with the acquisition of Cerner: • we borrowed $15.7 billion on June 8, 2022 pursuant to the Bridge Credit Agreement. The amount is due and payable in full on March 7, 2023 unless settled earlier pursuant to the terms of the Bridge Credit Agreement. Additional information with respect to the Bridge Credit Agreement is included in Note 7 above; and • we assumed $1.6 billion of senior notes and other borrowings, of which $1.5 billion were paid |
ORGANIZATION AND SIGNIFICANT _2
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
May 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | Oracle Corporation provides products and services that substantially address all aspects of enterprise information technology (IT) environments, including applications and infrastructure technologies. We deliver our products and services to customers worldwide through a variety of flexible and interoperable IT deployment models, including cloud-based, Cloud Customer (an instance of Oracle Cloud in the customer’s own data center), on-premise and hybrid models. Oracle Cloud Software-as-a-Service and Oracle Cloud Infrastructure (SaaS and OCI, respectively, and collectively, Oracle Cloud Services) offerings provide a comprehensive and integrated stack of applications and infrastructure services delivered via cloud-based deployment models that Oracle develops, deploys, hosts, upgrades, supports and manages for the customer. Customers may also elect to purchase Oracle software licenses and hardware products and related services to manage their own cloud-based or on-premise IT environments. Customers that purchase our software licenses may elect to purchase license support contracts, which provide our customers with rights to unspecified license upgrades and maintenance releases issued during the support period as well as technical support assistance. Customers that purchase our hardware products may elect to purchase hardware support contracts, which provide customers with software updates and can include product repairs, maintenance services, and technical support services. We also offer customers a broad set of services offerings that are designed to improve customer utilization of their investments in Oracle applications and infrastructure technologies. Oracle Corporation conducts business globally and was incorporated in 2005 as a Delaware corporation and is the successor to operations originally begun in June 1977. |
Basis of Financial Statements | Basis of Financial Statements The consolidated financial statements included our accounts and the accounts of our wholly- and majority-owned subsidiaries. Noncontrolling interest positions of certain of our consolidated entities are reported as a separate component of consolidated equity from the equity attributable to Oracle’s stockholders for all periods presented. The noncontrolling interests in our net income were not significant to our consolidated results for the periods presented and therefore have not been presented separately and instead are included as a component of non-operating expenses or income, net in our consolidated statements of operations. Intercompany transactions and balances have been eliminated. The comparability of our consolidated financial statements as of and for the year ended May 31, 2022 was impacted by $4.7 billion of certain litigation related charges that are more fully described in Note 16 below. The comparability of our consolidated financial statements for the year ended May 31, 2021 was impacted by a $2.3 billion net income tax benefit related to the partial realignment of our legal entity structure that resulted in the intra-group transfer of certain intellectual property rights. Refer to Note 13 below for additional information regarding our income taxes. In fiscal 2022, we Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes; and Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers neither of which had a material impact to our consolidated financial statements for the year ended May 31, 2022. |
Use of Estimates | Use of Estimates Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP) as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC), and we consider the various staff accounting bulletins and other applicable guidance issued by the SEC. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent that there are differences between these estimates, judgments or assumptions and actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result. |
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 typically represent perpetual software 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 and advanced customer 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 elect to purchase and renew their license support contracts annually. Cloud services revenues include revenues from Oracle Cloud Services offerings, which deliver applications and infrastructure technologies via cloud-based deployment models that we develop functionality for, provide unspecified updates and enhancements for, deploy, host, manage, upgrade and support and that customers access by entering into a subscription agreement with us for a stated period. Cloud license and on-premise license revenues primarily represent amounts earned from granting customers perpetual 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 services are offered to customers as standalone arrangements or as a part of arrangements to customers buying other products and services. Our consulting services are designed to help our customers to, among others, deploy, architect, integrate, upgrade and secure their investments in Oracle applications and infrastructure technologies. Our advanced customer services are designed to provide supplemental support services, performance services and higher availability for Oracle products and services. We apply the provisions of ASC 606, Revenue From Contracts with Customers (ASC 606) as a single standard for revenue recognition that applies to all of our cloud, license, hardware and services arrangements and generally require 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 ASC 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 each performance obligation in the contract; and • recognition of revenues when, or as, the contractual performance obligations are satisfied. Our customers that contract with us for the provision of cloud services, software, hardware or other services include businesses of many sizes, government agencies, educational institutions and our channel partners, which include resellers and system integrators. 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 consolidated balance sheets, when revenue is recognized prior to invoicing. We record deferred revenues on our consolidated balance sheets when revenues are to be 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 cloud infrastructure 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 Oracle financing division. The transaction price for a contract that is financed through our Oracle financing division is adjusted to reflect the time value of money and interest revenue is recorded as a component of non-operating expenses or income, net within our 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 cloud services are delivered, beginning on the date our service is made available to a customer. We recognize revenue ratably because the customer receives and consumes the benefits of the cloud services throughout the contract period. Revenues from cloud services that are 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, if and when they are available, and hardware product repairs, as applicable. Oracle is obligated to make the license and hardware support services available continuously throughout the contract period. Therefore, revenues 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 Licenses and On-Premise Licenses 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 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; therefore, our products and services are generally not combined. 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 the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP 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 the vast majority of 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 the 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 generally 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. Remaining Performance Obligations from Customer Contracts Trade receivables, net of allowance for credit losses, and deferred revenues are reported net of related uncollected deferred revenues in our consolidated balance sheets as of May 31, 2022 and 2021. The amount of revenues recognized during the year ended May 31, 2022 and 2021, respectively, that were included in the opening deferred revenues balance as of May 31, 2021 and 2020, respectively, was approximately $8.8 billion and $8.0 billion, respectively. Revenues recognized from performance obligations satisfied in prior periods and impairment losses recognized on our receivables were immaterial during each year ended May 31, 2022, 2021 and 2020. 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 and, combined with foreign exchange rate fluctuations and other factors, influence the amount of remaining performance obligations that we report at a point in time. As of May 31, 2022, our remaining performance obligations were $46.6 billion, approximately 57% of which we expect to recognize as revenues over the next twelve months, 32% over the subsequent month 13 to month 36, and the remainder thereafter. |
Sales of Financing Receivables | Sales of Financing Receivables We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. During fiscal 2022, 2021 and 2020, $1.8 billion, $1.7 billion and $1.5 billion, respectively, of our financing receivables were sold to financial institutions. |
Business Combinations | Business Combinations We apply the provisions of ASC 805, Business Combinations Exit or Disposal Cost Obligations combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in our consolidated statement of operations in the period in which the liability is incurred. A bandoned operating leases related to an acquired company or our internal operations are accounted for as Right-of-Use ( ROU ) asset impairment charges pursuant to ASC 842, Leases and are accounted for separately from the business combination. In all periods presented, when estimating the asset impairment charges, assumptions were applied regarding estimated sub-lease payments to be received, which can differ from actual results. This may require us to revise our initial estimates which may affect our results of operations and financial position in the period the revision is made . For a given business acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. If we cannot reasonably determine the fair value of a non-income tax related pre-acquisition contingency by the end of the measurement period, which is generally the case given the nature of such matters, we will recognize an asset or a liability for such pre-acquisition contingency if: (1) it is probable that an asset existed or a liability had been incurred at the business acquisition date and (2) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period or final determination of the net asset values for the business combination, whichever comes first, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position. In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the business acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position. |
Marketable and Non-Marketable Investments | Marketable and Non-Marketable Investments In accordance with ASC 320, Investments—Debt Securities Investments in equity securities, other than any equity method investments, are generally recorded at their fair values, if the fair values are readily determinable. Non-marketable equity securities where we do not have control of, nor significant influence in, the investee are recorded at cost, less any impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer with any gains or losses recorded as a component of non-operating expenses or income, net as of and for each reporting period. For investments through which we have significant influence in, but not control of, the investee, we account for such investments pursuant to the equity method of accounting whereby we record our proportionate share of the investee’s earnings or losses, amortization of differences between our investment basis and the proportional book equity of the investee, and impairment, if any, as a component of non-operating expenses or income, net for each reporting period. Our non-marketable debt investments and equity securities and related instruments totaled $ 1.2 b illion and $ 971 million as of May 31, 2022 and 2021, respectively, are subject to periodic impairment reviews and are generally classified as a part of non-current assets in the accompanying consolidated balance sheets. Certain of these instruments are adjusted for observable price changes from orderly transactions. The substantial majority of the non-marketable debt investments and equity securities and related instruments held as of May 31, 2022 and 2021 were with a related party entity for which we follow the equity method of accounting. We are also a counterparty to certain options to acquire additional equity interests in that entity at various times through December 2023 and we could obtain control of that entity should such options be exercised . |
Fair Value of Financial Instruments | Fair Values of Financial Instruments We apply the provisions of ASC 820, Fair Value Measurement The additional disclosures regarding our fair value measurements are included in Note 4. |
Allowances for Credit Losses | Allowances for Credit Losses We record allowances for credit losses based upon a specific review of all significant outstanding invoices. For those invoices not specifically reviewed, provisions are provided at differing rates, based upon the age of the receivable, the collection history associated with the geographic region that the receivable was recorded in and current and expected future economic conditions. We write-off a receivable and charge it against its recorded allowance when we have exhausted our collection efforts without success . |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, derivatives and trade receivables. Our cash and cash equivalents are generally held with large, diverse financial institutions worldwide to reduce the amount of exposure to any single financial institution. Investment policies have been implemented that limit purchases of marketable debt securities to investment-grade securities. Our derivative contracts are transacted with various financial institutions with high credit standings and any exposure to counterparty credit-related losses in these contracts is largely mitigated with collateral security agreements that provide for collateral to be received or posted when the net fair values of these contracts fluctuate from contractually established thresholds. We generally do not require collateral to secure accounts receivable. The risk with respect to trade receivables is mitigated by credit evaluations we perform on our customers, the short duration of our payment terms for the significant majority of our customer contracts and by the diversification of our customer base. No single customer accounted for 10% or more of our total revenues in fiscal 2022, 2021 or 2020. We outsource the manufacturing, assembly and delivery of the substantial majority of our hardware products to a variety of companies, many of which are located outside the U.S. Further, we have simplified our supply chain processes by reducing the number of third-party manufacturing partners and the number of locations where these third-party manufacturers build our hardware products. Any inability of these third-party manufacturing partners to deliver the contracted services for our hardware products could adversely impact future operating results of our cloud and license and hardware businesses. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. We evaluate our ending inventories for estimated excess quantities and obsolescence. This evaluation includes analysis of sales levels by product and projections of future demand within specific time horizons (generally six to nine months). Inventories in excess of future demand are written down and charged to hardware expenses. In addition, we assess the impact of changing technology to our inventories and we write down inventories that are considered obsolete. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Inventories are included in prepaid expenses and other current assets in our consolidated balance sheets and totaled $ 314 million and $ 142 million at May 31, 20 2 2 and 20 2 1 , respectively. |
Other Receivables | Other Receivables Other receivables represent value-added tax and sales tax receivables associated with the sale of our products and services to third parties. Other receivables are included in prepaid expenses and other current assets in our consolidated balance sheets and totaled $791 million and $798 million at May 31, 2022 and 2021, respectively. |
Deferred Sales Commissions | 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 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 certain of 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 consolidated statements of operations and asset balances for deferred sales commissions are included in other current assets and other non-current assets in our consolidated balance sheets. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of the assets, which range from one to 40 years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or the lease terms, as appropriate. Property, plant and equipment are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We did not recognize any significant property impairment charges in fiscal 2022, 2021 or 2020. |
Goodwill, Intangible Assets and Impairment Assessments | Goodwill, Intangible Assets and Impairment Assessments Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are itemized in Note 6 below and are amortized over their useful lives, which generally range from one to 10 years. Each period we evaluate the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization. The carrying amounts of our goodwill and intangible assets are periodically reviewed for impairment (at least annually for goodwill and indefinite lived intangible assets) and whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. When goodwill is assessed for impairment, we have the option to perform an assessment of qualitative factors of impairment (optional assessment) prior to necessitating a quantitative impairment test. Should the optional assessment be used for any given fiscal year, qualitative factors considered for a reporting unit include: cost factors; financial performance; legal, regulatory, contractual, political, business, or other factors; entity specific factors; industry and market considerations; macroeconomic conditions; and other relevant events and factors affecting the reporting unit. If we determine in the qualitative assessment that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is then performed. Otherwise, no further testing is required. For those reporting units tested using a quantitative approach, we compare the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. To determine the fair value of each reporting unit we utilize estimates, judgments and assumptions including estimated future cash flows the reporting unit is expected to generate on a discounted basis; the discount rate used as a part of the discounted cash flow analysis; future economic and market conditions ; and market comparable s of peer companies, among others. If , as per the quantitative test, the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. Our most recent goodwill impairment analysis was performed on March 1, 20 2 2 and did no t result in a goodwill impairment charge . W e did not recognize impairment charge s in fiscal 20 2 1 or 20 20 . Recoverability of finite lived intangible assets is measured by comparison of the carrying amount of the asset to the future undiscounted cash flows that are expected to be generated by the lowest level associated asset grouping. Recoverability of indefinite lived intangible assets is measured by comparison of the carrying amount of the asset to its fair value. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. We did not recognize any intangible asset impairment charges in fiscal 2022, 2021 or 2020. At least annually, we assess the useful lives of our finite lived intangible assets and may adjust the period over which these assets are amortized whenever events or changes in circumstances indicate that a shorter amortization period is more reflective of the period in which these assets contribute to our cash flows. |
Derivative Financial Instruments | Derivative Financial Instruments During fiscal 2022, 2021 and 2020, we used derivative financial instruments to manage foreign currency and interest rate risks. We do not use derivative financial instruments for trading purposes. We account for these instruments in accordance with ASC 815, Derivatives and Hedging The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For a derivative instrument designated as a fair value hedge, loss or gain attributable to the risk being hedged is recognized in earnings in the period of change with a corresponding earnings offset recorded to the item for which the risk is being hedged. |
Leases | Leases We determine if an arrangement is a lease at its inception. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. ROU assets related to our operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. Our lease terms that are used in determining our operating lease liabilities at lease inception may include options to extend or terminate the leases when it is reasonably certain that we will exercise such options. We amortize our ROU assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization and imputed interest as operating expenses. We have lease agreements with lease and non-lease components, and in such cases, we generally account for the components as a single lease component. We do not recognize lease assets and lease liabilities for any lease with an original lease term of less than one year. ROU assets related to our operating leases are included in other non-current assets, short-term operating lease liabilities are included in other current liabilities, and long-term operating lease liabilities are included in other non-current liabilities in our consolidated balance sheets. Cash flow movements related to our lease activities are included in prepaid expenses and other assets and accounts payable and other liabilities as presented in net cash provided by operating activities in our consolidated statements of cash flows for the years ended May 31, 202 2 and 202 1 . Note 1 0 below provides additional information regarding our leases . Leases We have operating leases that primarily relate to certain of our facilities, data centers and vehicles. As of May 31, 2022, our operating leases substantially have remaining terms of one year to eleven years, some of which include options to extend and/or terminate the leases. Operating lease expenses totaled $766 million, net of sublease income of $12 million in fiscal 2022 and $654 million, net of sublease income of $13 million in fiscal 2021. At May 31, 2022, ROU assets, current lease liabilities and non-current lease liabilities for our operating leases were $3.5 billion, $727 million and $2.9 billion, respectively. We recorded ROU assets of $1.9 billion in exchange for operating lease obligations during the year ended May 31, 2022. Cash paid for amounts included in the measurement of operating lease liabilities was $808 million and $696 million for the year ended May 31, 2022 and 2021, respectively. As of May 31, 2022, the weighted average remaining lease term for operating leases was approximately seven years and the weighted average discount rate used for calculating operating lease obligations was 2.9%. As of May 31, 2022, we have $4.1 billion of additional operating lease commitments, primarily for data centers, that are expected to commence in fiscal 2023 for terms of one to fifteen years that were not reflected on our consolidated balance sheet as of May 31, 2022 or in the maturities table below. Maturities of operating lease liabilities were as follows as of May 31, 2022 (in millions): Fiscal 2023 $ 763 Fiscal 2024 642 Fiscal 2025 578 Fiscal 2026 524 Fiscal 2027 415 Thereafter 1,159 Total operating lease payments 4,081 Less: imputed interest (423 ) Total operating lease liability $ 3,658 |
Legal and Other Contingencies | Legal and Other Contingencies We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant matter and assess our potential financial exposure. Descriptions of our accounting policies associated with contingencies assumed as a part of a business combination are provided under “Business Combinations” above. For legal and other contingencies that are not a part of a business combination or related to income taxes, we accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. Note 16 below provides additional information regarding certain of our legal contingencies. |
Foreign Currency | Foreign Currency We transact business in various foreign currencies. In general, the functional currency of a foreign operation is the local country’s currency. Consequently, revenues and expenses of operations outside the U.S. are translated into U.S. Dollars using weighted-average exchange rates while assets and liabilities of operations outside the U.S. are translated into U.S. Dollars using exchange rates at the balance sheet dates. The effects of foreign currency translation adjustments are substantially included in stockholders’ equity as a component of AOCL in the accompanying consolidated balance sheets and related periodic movements are summarized as a line item in our consolidated statements of comprehensive income. Net foreign exchange transaction losses included in non-operating expenses or income, net in the accompanying consolidated statements of operations were $199 million, $112 million and $185 million in fiscal 2022, 2021 and 2020, respectively. |
Stock-Based Compensation | Stock-Based Compensation We account for share-based payments to employees, including grants of service-based restricted stock unit awards, service-based employee stock options, performance-based stock options (PSOs), and purchases under employee stock purchase plans in accordance with ASC 718, Compensation Stock Compensation, For our service-based stock awards, we recognize stock-based compensation expense on a straight-line basis over the service period of the award, which is generally four years. For our PSOs, we recognize stock-based compensation expense on a straight-line basis related to awards that are probable of achievement over the longer of the (a) estimated implicit service period for performance-metric achievement, or (b) derived service period for market-based metric achievement. During our interim and annual reporting periods, stock-based compensation expense is recorded based on expected attainment of performance targets. Changes in our estimates of the expected attainment of performance targets that result in a change in the number of shares that are expected to vest, or changes in our estimates of implicit service periods, may cause the amount of stock-based compensation expense that we record for each interim reporting period to vary. Any changes in estimates that impact our expectation of the number of shares that are expected to vest are reflected in the amount of stock-based compensation expense that we recognize for each PSO tranche on a cumulative catch up basis during each interim reporting period in which such estimates are altered. Changes in estimates of the implicit service periods are recognized prospectively. We record deferred tax assets for stock-based compensation awards that result in deductions on certain of our income tax returns based on the amount of stock-based compensation recognized in each reporting period and the fair values attributable to the vested portion of stock awards assumed in connection with a business combination at the statutory tax rates in the jurisdictions that we are able to recognize such tax deductions. The impacts of the actual tax deductions for stock-based awards that are realized in these jurisdictions are generally recognized in the reporting period that a restricted stock-based award vests or a stock option is exercised with any shortfall/windfall relative to the deferred tax asset established recorded as a discrete detriment/benefit to our provision for income taxes in such period. Note 1 2 below provides additional information regarding our stock-based compensation plans and related expenses . |
Advertising | Advertising Substantially all advertising costs are expensed as incurred. Advertising expenses, which were included within sales and marketing expenses, were $273 million, $202 million and $178 million in fiscal 2022, 2021 and 2020, respectively. |
Research and Development Costs and Software Development Costs | Research and Development Costs and Software Development Costs All research and development costs are expensed as incurred in accordance with ASC 730, Research and Development Costs of Software to be Sold, Leased or Marketed Internal-Use Software |
Acquisition Related and Other Expenses | Acquisition Related and Other Expenses Acquisition related and other expenses primarily consist of personnel related costs for transitional and certain other employees, certain business combination adjustments, including adjustments after the measurement period has ended, and certain other operating items, net. For fiscal 2022, acquisition related and other expenses included certain litigation related charges that we generally do not expect to recur as further described in Note 16 below. Year Ended May 31, (in millions) 2022 2021 2020 Transitional and other employee related costs $ 10 $ 5 $ 12 Business combination adjustments, net 9 4 (7 ) Other, net 4,694 129 51 Total acquisition related and other expenses $ 4,713 $ 138 $ 56 |
Non-Operating (Expenses) Income, net | Non-Operating (Expenses) Income, net Non-operating (expenses) income, net consists primarily of interest income, net foreign currency exchange losses, the noncontrolling interests in the net profits of our majority-owned subsidiaries (primarily Oracle Financial Services Software Limited and Oracle Corporation Japan), net gains and losses related to equity investments including losses attributable to equity method investments and net other income and expenses, including net unrealized gains and losses from our investment portfolio related to our deferred compensation plan, and non-service net periodic pension income and losses. Year Ended May 31, (in millions) 2022 2021 2020 Interest income $ 94 $ 101 $ 527 Foreign currency losses, net (199 ) (112 ) (185 ) Noncontrolling interests in income (184 ) (180 ) (164 ) (Losses) gains in equity investments, net (147 ) 262 — Other (losses) gains, net (86 ) 211 (16 ) Total non-operating (expenses) income, net $ (522 ) $ 282 $ 162 |
Income Taxes | Income Taxes We account for income taxes in accordance with ASC 740, Income Taxes A two-step approach is applied pursuant to ASC 740 in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We recognize interest and penalties related to uncertain tax positions in our provision for income taxes line of our consolidated statements of operations. A description of our accounting policies associated with tax related contingencies and valuation allowances assumed as a part of a business combination is provided under “Business Combinations” above. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Financial Instruments In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04) and also issued subsequent amendments to the initial guidance (collectively, Topic 848). Topic 848 provides optional guidance for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. We will adopt Topic 848 when our relevant contracts are modified upon transition to alternative reference rates and expect this to occur through December 31, 2022. We do not expect our adoption of Topic 848 to have a material impact on our consolidated financial statements. |
Fair Value Measurements | We perform fair value measurements in accordance with ASC 820. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at their fair values, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions and risk of nonperformance. 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. |
Stock-Based Compensation Expense and Valuations of Stock Awards | We estimated the fair values of our restricted stock-based awards that are solely subject to service-based vesting requirements based upon their market values as of the grant dates, discounted for the present values of expected dividends. |
Segment Information | ASC 280, Segment Reporting |
ORGANIZATION AND SIGNIFICANT _3
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
May 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Acquisition Related and Other Expenses | Year Ended May 31, (in millions) 2022 2021 2020 Transitional and other employee related costs $ 10 $ 5 $ 12 Business combination adjustments, net 9 4 (7 ) Other, net 4,694 129 51 Total acquisition related and other expenses $ 4,713 $ 138 $ 56 |
Non-Operating (Expenses) Income, net | Year Ended May 31, (in millions) 2022 2021 2020 Interest income $ 94 $ 101 $ 527 Foreign currency losses, net (199 ) (112 ) (185 ) Noncontrolling interests in income (184 ) (180 ) (164 ) (Losses) gains in equity investments, net (147 ) 262 — Other (losses) gains, net (86 ) 211 (16 ) Total non-operating (expenses) income, net $ (522 ) $ 282 $ 162 |
CASH, CASH EQUIVALENTS AND MA_2
CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES (Tables) | 12 Months Ended |
May 31, 2022 | |
Cash Cash Equivalents And Short Term Investments [Abstract] | |
Cash, Cash Equivalents and Marketable Securities | May 31, (in millions) 2022 2021 Money market funds $ 12,842 $ 12,263 Time deposits and other 520 9,470 Commercial paper debt securities — 11,712 Total investments $ 13,362 $ 33,445 Investments classified as cash equivalents $ 12,843 $ 16,989 Investments classified as marketable securities $ 519 $ 16,456 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
May 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | May 31, 2022 May 31, 2021 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: Money market funds $ 12,842 $ — $ 12,842 $ 12,263 $ — $ 12,263 Time deposits and other 240 280 520 1,250 8,220 9,470 Commercial paper debt securities — — — — 11,712 11,712 Derivative financial instruments — — — — 73 73 Total assets $ 13,082 $ 280 $ 13,362 $ 13,513 $ 20,005 $ 33,518 Liabilities: Derivative financial instruments $ — $ 97 $ 97 $ — $ — $ — |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
May 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Estimated May 31, (Dollars in millions) Useful Life 2022 2021 Computer, network, machinery and equipment 1-5 years $ 12,844 $ 9,508 Buildings and improvements 1-40 years 4,729 4,734 Furniture, fixtures and other 5-15 years 423 454 Land — 1,166 871 Construction in progress — 512 233 Total property, plant and equipment 1-40 years 19,674 15,800 Accumulated depreciation (9,958 ) (8,751 ) Total property, plant and equipment, net $ 9,716 $ 7,049 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
May 31, 2022 | |
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, 2021 Additions & Adjustments, net (1) Retirements May 31, 2022 May 31, 2021 Expense Retirements May 31, 2022 May 31, 2021 May 31, 2022 Developed technology $ 4,237 $ 165 $ (436 ) $ 3,966 $ (3,621 ) $ (475 ) $ 436 $ (3,660 ) $ 616 $ 306 3 Cloud services and license support agreements and related relationships 5,497 (5 ) (232 ) 5,260 (3,834 ) (592 ) 232 (4,194 ) 1,663 1,066 N/A Other 1,269 — (48 ) 1,221 (1,118 ) (83 ) 48 (1,153 ) 151 68 N/A Total intangible assets, net $ 11,003 $ 160 $ (716 ) $ 10,447 $ (8,573 ) $ (1,150 ) $ 716 $ (9,007 ) $ 2,430 $ 1,440 (1) Amounts also included 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 2022. |
Estimated Future Amortization Expenses Related to Intangible Assets | Fiscal 2023 $ 750 Fiscal 2024 508 Fiscal 2025 148 Fiscal 2026 24 Fiscal 2027 6 Thereafter 4 Total intangible assets, net $ 1,440 |
Goodwill | (in millions) Cloud and License Hardware Services Total Goodwill, net Balances as of May 31, 2020 $ 39,637 $ 2,367 $ 1,765 $ 43,769 Goodwill adjustments, net (1) 149 — 17 166 Balances as of May 31, 2021 39,786 2,367 1,782 43,935 Goodwill adjustments, net (1) 152 — (276 ) (124 ) Balances as of May 31, 2022 $ 39,938 $ 2,367 $ 1,506 $ 43,811 (1) Amounts include any changes in goodwill balances for the period presented that substantially resulted from foreign currency translations and, during fiscal 2022, the realignment of an operating segment component. |
NOTES PAYABLE AND OTHER BORRO_2
NOTES PAYABLE AND OTHER BORROWINGS (Tables) | 12 Months Ended |
May 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable and Other Borrowings | May 31, 2022 2021 (Amounts in millions) Date of Issuance Amount Effective Interest Rate Amount Effective Interest Rate Fixed-rate senior notes: $1,500, 2.80%, due July 2021 (1) July 2014 $ — N.A $ 1,500 2.82% $4,250, 1.90%, due September 2021 July 2016 — N.A 4,250 1.94% $2,500, 2.50%, due May 2022 May 2015 — N.A 2,500 2.56% $2,500, 2.50%, due October 2022 October 2012 2,500 2.51% 2,500 2.51% $1,250, 2.625%, due February 2023 November 2017 1,250 2.64% 1,250 2.64% $1,000, 3.625%, due July 2023 July 2013 1,000 3.73% 1,000 3.73% $2,500, 2.40%, due September 2023 July 2016 2,500 2.40% 2,500 2.40% $2,000, 3.40%, due July 2024 July 2014 2,000 3.43% 2,000 3.43% $2,000, 2.95%, due November 2024 November 2017 2,000 2.98% 2,000 2.98% $3,500, 2.50%, due April 2025 April 2020 3,500 2.51% 3,500 2.51% $2,500, 2.95%, due May 2025 May 2015 2,500 3.00% 2,500 3.00% €750, 3.125%, due July 2025 (2)(3) July 2013 803 3.17% 916 3.17% $2,750, 1.65%, due March 2026 March 2021 2,750 1.66% 2,750 1.66% $3,000, 2.65%, due July 2026 July 2016 3,000 2.69% 3,000 2.69% $2,250, 2.80%, due April 2027 April 2020 2,250 2.83% 2,250 2.83% $2,750, 3.25%, due November 2027 November 2017 2,750 3.26% 2,750 3.26% $2,000, 2.30%, due March 2028 March 2021 2,000 2.34% 2,000 2.34% $3,250, 2.95%, due April 2030 April 2020 3,250 2.96% 3,250 2.96% $500, 3.25%, due May 2030 May 2015 500 3.30% 500 3.30% $3,250, 2.875%, due March 2031 March 2021 3,250 2.89% 3,250 2.89% $1,750, 4.30%, due July 2034 July 2014 1,750 4.30% 1,750 4.30% $1,250, 3.90%, due May 2035 May 2015 1,250 3.95% 1,250 3.95% $1,250, 3.85%, due July 2036 July 2016 1,250 3.85% 1,250 3.85% $1,750, 3.80%, due November 2037 November 2017 1,750 3.83% 1,750 3.83% $1,250, 6.50%, due April 2038 April 2008 1,250 6.52% 1,250 6.52% $1,250, 6.125%, due July 2039 July 2009 1,250 6.19% 1,250 6.19% $3,000, 3.60%, due April 2040 April 2020 3,000 3.62% 3,000 3.62% $2,250, 5.375%, due July 2040 July 2010 2,250 5.45% 2,250 5.45% $2,250, 3.65%, due March 2041 March 2021 2,250 3.70% 2,250 3.70% $1,000, 4.50%, due July 2044 July 2014 1,000 4.50% 1,000 4.50% $2,000, 4.125%, due May 2045 May 2015 2,000 4.15% 2,000 4.15% $3,000, 4.00%, due July 2046 July 2016 3,000 4.00% 3,000 4.00% $2,250, 4.00%, due November 2047 November 2017 2,250 4.03% 2,250 4.03% $4,500, 3.60%, due April 2050 April 2020 4,500 3.62% 4,500 3.62% $3,250, 3.95%, due March 2051 March 2021 3,250 3.96% 3,250 3.96% $1,250, 4.375%, due May 2055 May 2015 1,250 4.40% 1,250 4.40% $3,500, 3.85%, due April 2060 April 2020 3,500 3.87% 3,500 3.87% $1,500, 4.10%, due March 2061 March 2021 1,500 4.11% 1,500 4.11% Other borrowings due August 2025 November 2016 113 3.53% 113 3.53% Total senior notes and other borrowings $ 76,166 $ 84,529 Unamortized discount/issuance costs (284 ) (315 ) Hedge accounting fair value adjustments (1)(3) (23 ) 31 Total notes payable and other borrowings $ 75,859 $ 84,245 Notes payable, current $ 3,749 $ 8,250 Notes payable and other borrowings, non-current $ 72,110 $ 75,995 (1) We entered into certain interest rate swap agreements that had the economic effects of modifying the fixed-interest obligations associated with the 2.80% senior notes that were outstanding as of May 31, 2021 and that were due and were settled in July 2021 (July 2021 Notes) so that the interest payable on these notes effectively became variable based on LIBOR. The effective interest rates after consideration of these fixed to variable interest rate swap agreements was 0.87% for the July 2021 Notes as of May 31, 2021. Refer to Note 1 for a description of our accounting for fair value hedges. (2) In July 2013, we issued €750 million of 3.125% senior notes due July 2025 (July 2025 Notes). Principal and unamortized discount/issuance costs for the July 2025 Notes in the table above were calculated using foreign currency exchange rates, as applicable, as of May 31, 2022 and May 31, 2021, respectively. The July 2025 Notes are registered and trade on the New York Stock Exchange. (3) In fiscal 2018 we entered into certain cross-currency interest rate swap agreements that have the economic effect of converting our fixed-rate, Euro-denominated debt, including annual interest payments and the payment of principal at maturity, to a variable-rate, U.S. Dollar-denominated debt of $871 million based on LIBOR. The effective interest rates as of May 31, 2022 and 2021 after consideration of the cross-currency interest rate swap agreements were 4.10% and 3.15%, respectively, for the July 2025 Notes. Refer to Note 1 for a description of our accounting for fair value hedges. |
Future Principal Payments for all Borrowings | Fiscal 2023 $ 3,750 Fiscal 2024 3,500 Fiscal 2025 10,000 Fiscal 2026 3,734 Fiscal 2027 5,250 Thereafter 50,000 Total $ 76,234 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 12 Months Ended |
May 31, 2022 | |
Restructuring And Related Activities [Abstract] | |
Summary of All Plans | Fiscal 2022 Activity Accrued May 31, 2021 (2) Year Ended May 31, 2022 Accrued May 31, 2022 (2) Total Costs Accrued to Date Total Expected Program Costs (in millions) Initial Costs (3) Adj. to Cost (4) Cash Payments Others (5) Fiscal 2022 Oracle Restructuring Plan (1) Cloud and license $ — $ 90 $ (2 ) $ (52 ) $ (2 ) $ 34 $ 88 $ 184 Hardware — 11 — (4 ) — 7 11 22 Services — 16 — (7 ) — 9 16 32 Other — 105 3 (29 ) (69 ) 10 108 154 Total Fiscal 2022 Oracle Restructuring Plan $ — $ 222 $ 1 $ (92 ) $ (71 ) $ 60 $ 223 $ 392 Total other restructuring plans (6) $ 225 $ — $ (32 ) $ (109 ) $ (13 ) $ 71 Total restructuring plans $ 225 $ 222 $ (31 ) $ (201 ) $ (84 ) $ 131 Fiscal 2021 Activity Accrued May 31, 2020 Year Ended May 31, 2021 Accrued May 31, 2021 (2) (in millions) Initial Costs (3) Adj. to Cost (4) Cash Payments Others (5) Fiscal 2019 Oracle Restructuring Plan (1) Cloud and license $ 75 $ 225 $ (22 ) $ (171 ) $ 12 $ 119 Hardware 14 39 (2 ) (34 ) (1 ) 16 Services 27 54 (4 ) (56 ) 3 24 Other 22 137 3 (110 ) 5 57 Total Fiscal 2019 Oracle Restructuring Plan $ 138 $ 455 $ (25 ) $ (371 ) $ 19 $ 216 Total other restructuring plans (6) $ 13 $ 2 $ (1 ) $ (5 ) $ — $ 9 Total restructuring plans $ 151 $ 457 $ (26 ) $ (376 ) $ 19 $ 225 Fiscal 2020 Activity Accrued May 31, 2019 Year Ended May 31, 2020 Accrued May 31, 2020 (in millions) Initial Costs (3) Adj. to Cost (4) Cash Payments Others (5) Fiscal 2019 Oracle Restructuring Plan (1) Cloud and license $ 72 $ 140 $ (24 ) $ (112 ) $ (1 ) $ 75 Hardware 18 28 (1 ) (31 ) — 14 Services 15 51 (2 ) (37 ) — 27 Other 108 59 10 (111 ) (44 ) 22 Total Fiscal 2019 Oracle Restructuring Plan $ 213 $ 278 $ (17 ) $ (291 ) $ (45 ) $ 138 Total other restructuring plans (6) $ 49 $ — $ (11 ) $ (8 ) $ (17 ) $ 13 Total restructuring plans $ 262 $ 278 $ (28 ) $ (299 ) $ (62 ) $ 151 (1) Restructuring costs recorded to each of the operating segments presented primarily related to employee severance costs. Other restructuring costs represented employee severance costs not related to our operating segments and certain other restructuring plan costs. (2) As of May 31, 202 2 and 20 2 1 , substantially all restructuring liabilities have been recorded in other current liabilities within our consolidated balance sheets . (3) Costs recorded for the respective restructuring plans during the period presented. (4) All plan adjustments were changes in estimates whereby increases and decreases in costs were generally recorded to operating expenses in the period of adjustments. (5) Represents foreign currency translation and certain other non-cash adjustments. ( 6 ) Other restructuring plans presented in the tables above included condensed information for other Oracle based plans and other plans associated with certain of our acquisitions whereby we continued to make cash outlays to settle obligations under these plans during the periods presented but for which the periodic impact to our consolidated statements of operations was not significant. |
DEFERRED REVENUES (Tables)
DEFERRED REVENUES (Tables) | 12 Months Ended |
May 31, 2022 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenues | May 31, (in millions) 2022 2021 Cloud services and license support $ 7,406 $ 7,728 Hardware 555 618 Services 360 399 Cloud license and on-premise license 36 30 Deferred revenues, current 8,357 8,775 Deferred revenues, non-current (in other non-current liabilities) 753 679 Total deferred revenues $ 9,110 $ 9,454 |
LEASES, OTHER COMMITMENTS AND_2
LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES (Tables) | 12 Months Ended |
May 31, 2022 | |
Leases Other Commitments And Certain Contingencies Disclosure [Abstract] | |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows as of May 31, 2022 (in millions): Fiscal 2023 $ 763 Fiscal 2024 642 Fiscal 2025 578 Fiscal 2026 524 Fiscal 2027 415 Thereafter 1,159 Total operating lease payments 4,081 Less: imputed interest (423 ) Total operating lease liability $ 3,658 |
Unconditional Purchase and Certain Other Obligations | Fiscal 2023 $ 4,090 Fiscal 2024 185 Fiscal 2025 133 Fiscal 2026 106 Fiscal 2027 83 Thereafter 192 Total $ 4,789 |
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS' (DEFICIT) EQUITY (Tables) | 12 Months Ended |
May 31, 2022 | |
Stockholders Equity Note [Abstract] | |
Accumulated Other Comprehensive Loss | The following table summarizes, as of each balance sheet date, the components of our AOCL, net of income taxes: May 31, (in millions) 2022 2021 Foreign currency translation losses $ (1,482 ) $ (775 ) Unrealized losses on defined benefit plans, net (210 ) (400 ) Total accumulated other comprehensive loss $ (1,692 ) $ (1,175 ) |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
May 31, 2022 | |
Employee Benefits And Share Based Compensation [Abstract] | |
Summary of Restricted Stock Based Award Activity | Restricted Stock-Based Awards Outstanding (in millions, except fair value) Number of Shares Weighted-Average Grant Date Fair Value Balance, May 31, 2019 99 $ 43.01 Granted 50 $ 53.38 Vested and issued (34 ) $ 42.67 Canceled (14 ) $ 46.81 Balance, May 31, 2020 101 $ 48.36 Granted 54 $ 54.95 Vested and issued (34 ) $ 46.88 Canceled (11 ) $ 50.40 Balance, May 31, 2021 110 $ 51.87 Granted 65 $ 85.07 Vested and issued (38 ) $ 50.52 Canceled (9 ) $ 63.25 Balance, May 31, 2022 128 $ 68.34 |
Summary of Stock Option Activity | Options Outstanding (in millions, except exercise price) Shares Under Stock Option Weighted-Average Exercise Price Balance, May 31, 2019 222 $ 37.78 Granted and assumed — $ — Exercised (44 ) $ 33.18 Canceled (2 ) $ 44.76 Balance, May 31, 2020 176 $ 38.86 Granted and assumed — $ — Exercised (52 ) $ 32.05 Canceled (17 ) $ 51.02 Balance, May 31, 2021 107 $ 40.14 Granted — $ — Exercised (10 ) $ 34.34 Canceled — $ — Balance, May 31, 2022 97 $ 40.70 Outstanding Stock Options (in millions) Weighted-Average Exercise Price Weighted-Average Remaining Contract Term (in years) Aggregate Intrinsic Value (1) (in millions) Vested 65 $ 35.81 1.83 $ 2,360 Expected to vest (2) 12 $ 50.38 3.67 245 Total 77 $ 37.97 2.10 $ 2,605 (1) The aggregate intrinsic value was calculated based on the gross difference between our closing stock price on the last trading day of fiscal 2022 of $71.92 and the exercise prices for all “in-the-money” options outstanding, excluding tax effects. (2) The unrecognized compensation expense calculated under the fair value method for shares expected to vest (unvested shares net of expected forfeitures) as of May 31, 2022 was approximately $190 million and is expected to be recognized over a weighted-average period of 2.98 years. Approximately 20 million shares outstanding as of May 31, 2022 were not expected to vest. |
Stock-Based Compensation Expense | Year Ended May 31, (in millions) 2022 2021 2020 Cloud services and license support $ 205 $ 134 $ 110 Hardware 15 11 11 Services 67 55 54 Sales and marketing 448 313 261 Research and development 1,633 1,188 1,035 General and administrative 245 136 119 Total stock-based compensation 2,613 1,837 1,590 Estimated income tax benefit included in provision for income taxes (593 ) (413 ) (343 ) Total stock-based compensation, net of estimated income tax benefit $ 2,020 $ 1,424 $ 1,247 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
May 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Geographical Breakdown of Income Before Income Taxes | Year Ended May 31, (in millions) 2022 2021 2020 Domestic $ (629 ) $ 4,375 $ 3,890 Foreign 8,278 8,624 8,173 Income before income taxes $ 7,649 $ 12,999 $ 12,063 |
Components of (Provision for) Benefit from Income Taxes | Year Ended May 31, (Dollars in millions) 2022 2021 2020 Current provision: Federal $ (709 ) $ (516 ) $ (1,616 ) State (186 ) (233 ) (19 ) Foreign (1,183 ) (929 ) (1,144 ) Total current provision $ (2,078 ) $ (1,678 ) $ (2,779 ) Deferred benefit: Federal $ 1,661 $ (8,631 ) $ 983 State 139 77 (50 ) Foreign (654 ) 10,979 (82 ) Total deferred benefit $ 1,146 $ 2,425 $ 851 Total (provision for) benefit from income taxes $ (932 ) $ 747 $ (1,928 ) Effective income tax expense (benefit) rate 12.2% (5.7%) 16.0% |
Reconciliation of Differences Between Federal Statutory Tax Rate and Effective Tax Rate | Year Ended May 31, (Dollars in millions) 2022 2021 2020 U.S. federal statutory tax rate 21.0% 21.0% 21.0% Tax provision at statutory rate $ (1,606 ) $ (2,730 ) $ (2,533 ) Foreign earnings at other than United States rates 536 580 496 Net impact of intra-entity IP transfer — 2,266 — State tax expense, net of federal benefit (132 ) (206 ) (172 ) Settlements and releases from judicial decisions and statute expirations, net 263 582 137 Tax contingency interest accrual, net (44 ) (55 ) (163 ) Domestic tax contingency, net (441 ) (282 ) (58 ) Federal research and development credit 222 169 151 Stock-based compensation 263 300 166 Other, net 7 123 48 Total (provision for) benefit from income taxes $ (932 ) $ 747 $ (1,928 ) |
Components of Deferred Tax Liabilities and Assets | May 31, (in millions) 2022 2021 Deferred tax assets: Accruals and allowances $ 493 $ 452 Employee compensation and benefits 818 755 Differences in timing of revenue recognition 623 547 Lease liabilities 688 524 Basis of property, plant and equipment and intangible assets 11,362 12,161 Tax credit and net operating loss carryforwards 4,409 3,934 Other 141 — Total deferred tax assets 18,534 18,373 Valuation allowance (1,742 ) (1,526 ) Total deferred tax assets, net 16,792 16,847 Deferred tax liabilities: Unrealized gain on stock (78 ) (78 ) Acquired intangible assets (126 ) (266 ) GILTI deferred (8,937 ) (9,883 ) ROU assets (668 ) (488 ) Withholding taxes on foreign earnings (232 ) (195 ) Other — (165 ) Total deferred tax liabilities (10,041 ) (11,075 ) Net deferred tax assets $ 6,751 $ 5,772 Recorded as: Non-current deferred tax assets $ 12,782 $ 13,636 Non-current deferred tax liabilities (6,031 ) (7,864 ) Net deferred tax assets $ 6,751 $ 5,772 |
Gross Unrecognized Tax Benefits, Including Acquisitions | Year Ended May 31, (in millions) 2022 2021 2020 Gross unrecognized tax benefits as of June 1 $ 6,912 $ 6,972 $ 6,348 Increases related to tax positions from prior fiscal years 66 225 624 Decreases related to tax positions from prior fiscal years (24 ) (836 ) (298 ) Increases related to tax positions taken during current fiscal year 919 531 628 Settlements with tax authorities (117 ) (51 ) (177 ) Lapses of statutes of limitation (333 ) (66 ) (116 ) Cumulative translation adjustments and other, net (139 ) 137 (37 ) Total gross unrecognized tax benefits as of May 31 $ 7,284 $ 6,912 $ 6,972 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
May 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Businesses Results | Year Ended May 31, (in millions) 2022 2021 2020 Cloud and license: Revenues (1) $ 36,052 $ 34,101 $ 32,523 Cloud services and license support expenses 4,915 4,133 3,803 Sales and marketing expenses 7,054 6,799 7,159 Margin (2) $ 24,083 $ 23,169 $ 21,561 Hardware: Revenues $ 3,183 $ 3,359 $ 3,443 Hardware products and support expenses 944 945 1,084 Sales and marketing expenses 361 388 456 Margin (2) $ 1,878 $ 2,026 $ 1,903 Services: Revenues $ 3,205 $ 3,021 $ 3,106 Services expenses 2,539 2,393 2,656 Margin (2) $ 666 $ 628 $ 450 Totals: Revenues (1) $ 42,440 $ 40,481 $ 39,072 Expenses 15,813 14,658 15,158 Margin (2) $ 26,627 $ 25,823 $ 23,914 (1) Cloud and license revenues and total revenues presented for management reporting for fiscal 2021 and fiscal 2020 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 due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022. The table below provides a reconciliation of our total operating segment revenues to our total revenues as reported in our consolidated statements of operations for all periods presented (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 expenses or income, net . Refer to the table below for a reconciliation of our total margin for operating segments to our income before income taxes as reported per our consolidated statements of operations. |
Reconciliation of Total Operating Segment Revenues to Total Revenues | Year Ended May 31, (in millions) 2022 2021 2020 Total revenues for operating segments $ 42,440 $ 40,481 $ 39,072 Cloud and license revenues (1) — (2 ) (4 ) Total revenues $ 42,440 $ 40,479 $ 39,068 |
Reconciliation of Total Operating Segment Margin to Income before Income Taxes | Total margin for operating segments $ 26,627 $ 25,823 $ 23,914 Cloud and license revenues (1) — (2 ) (4 ) Research and development (7,219 ) (6,527 ) (6,067 ) General and administrative (1,317 ) (1,254 ) (1,181 ) Amortization of intangible assets (1,150 ) (1,379 ) (1,586 ) Acquisition related and other (4,713 ) (138 ) (56 ) Restructuring (191 ) (431 ) (250 ) Stock-based compensation for operating segments (735 ) (513 ) (436 ) Expense allocations and other, net (376 ) (366 ) (438 ) Interest expense (2,755 ) (2,496 ) (1,995 ) Non-operating (expenses) income, net (522 ) 282 162 Income before income taxes $ 7,649 $ 12,999 $ 12,063 (1) Cloud and license revenues presented for management reporting for fiscal 2021 and fiscal 2020 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 due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022. This table includes a reconciliation of our total operating segment revenues to our total revenues as reported in our consolidated statements of operations for all periods presented. |
Disaggregation of Revenue by Geography and Ecosystem | Year Ended May 31, (in millions) 2022 2021 2020 Americas $ 23,679 $ 21,828 $ 21,563 EMEA (1) 12,011 11,894 11,035 Asia Pacific 6,750 6,757 6,470 Total revenues $ 42,440 $ 40,479 $ 39,068 (1) Comprised of Europe, the Middle East and Africa Year Ended May 31, (in millions) 2022 2021 2020 Applications cloud services and license support $ 12,612 $ 11,712 $ 11,015 Infrastructure cloud services and license support 17,562 16,988 16,377 Total cloud services and license support revenues $ 30,174 $ 28,700 $ 27,392 |
Geographic Information | As of and for the Year Ended May 31, 2022 2021 2020 (in millions) Revenues Long-Lived Assets (1) Revenues Long-Lived Assets (1) Revenues Long-Lived Assets (1) United States $ 20,246 $ 10,300 $ 18,734 $ 6,826 $ 18,428 $ 6,012 United Kingdom 2,335 805 2,110 685 1,904 472 Japan 1,847 788 1,988 650 1,977 655 Germany 1,799 813 1,744 561 1,510 418 Canada 1,347 298 1,281 199 1,162 169 Other countries 14,866 3,140 14,622 2,464 14,087 1,977 Total $ 42,440 $ 16,144 $ 40,479 $ 11,385 $ 39,068 $ 9,703 (1) Long-lived assets exclude goodwill, intangible assets, equity investments and deferred taxes, which are not allocated to specific geographic locations as it is impracticable to do so. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
May 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Year Ended May 31, (in millions, except per share data) 2022 2021 2020 Net income $ 6,717 $ 13,746 $ 10,135 Weighted average common shares outstanding 2,700 2,945 3,211 Dilutive effect of employee stock plans 86 77 83 Dilutive weighted average common shares outstanding 2,786 3,022 3,294 Basic earnings per share $ 2.49 $ 4.67 $ 3.16 Diluted earnings per share $ 2.41 $ 4.55 $ 3.08 Shares subject to anti-dilutive restricted stock-based awards and stock options excluded from calculation (1) 34 36 56 (1) Substantially all of these weighted shares related to contingently issuable shares pursuant to PSO arrangements that could be dilutive in the future. See Note 12 for information regarding the exercise prices of our outstanding, unexercised stock options. |
ORGANIZATION AND SIGNIFICANT _4
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Narrative (Details) - USD ($) | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Litigation related charges | $ 4,700,000,000 | ||
Total net tax benefit | $ 2,300,000,000 | ||
Contract with Customer, Asset and Liability [Abstract] | |||
Revenues recognized included in opening deferred revenues balance | 8,800,000,000 | 8,000,000,000 | |
Revenue, Performance Obligation [Abstract] | |||
Remaining performance obligation, amount | 46,600,000,000 | ||
Sales of Financing Receivables [Abstract] | |||
Sales of financing receivables | 1,800,000,000 | 1,700,000,000 | $ 1,500,000,000 |
Equity Securities, FV-NI and without Readily Determinable Fair Value [Abstract] | |||
Non-marketable debt instrument investments and equity securities and related instruments | 1,200,000,000 | 971,000,000 | |
Inventory Net [Abstract] | |||
Total inventories | 314,000,000 | 142,000,000 | |
Other Receivables [Narrative] [Abstract] | |||
Other receivables included in prepaid expenses and other current assets | 791,000,000 | 798,000,000 | |
Goodwill, Intangible Assets and Impairment Assessments [Abstract] | |||
Goodwill impairment loss | 0 | 0 | 0 |
Foreign Currency [Abstract] | |||
Net foreign exchange transaction losses included in non-operating expenses or income, net | $ 199,000,000 | 112,000,000 | 185,000,000 |
Stock-Based Compensation [Abstract] | |||
Service period of award | 4 years | ||
Advertising [Abstract] | |||
Advertising expenses | $ 273,000,000 | $ 202,000,000 | $ 178,000,000 |
Minimum [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Property, plant and equipment, estimated useful lives | 1 year | ||
Goodwill, Intangible Assets and Impairment Assessments [Abstract] | |||
Finite lived intangible assets, useful life | 1 year | ||
Maximum [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Property, plant and equipment, estimated useful lives | 40 years | ||
Goodwill, Intangible Assets and Impairment Assessments [Abstract] | |||
Finite lived intangible assets, useful life | 10 years |
ORGANIZATION AND SIGNIFICANT _5
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Narrative (Details1) | May 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-06-01 | |
Revenue, Performance Obligation [Abstract] | |
Remaining performance obligation, percentage | 57% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-06-01 | |
Revenue, Performance Obligation [Abstract] | |
Remaining performance obligation, percentage | 32% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 2 years |
ORGANIZATION AND SIGNIFICANT _6
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Acquisition Related and Other Expenses [Abstract] | |||
Transitional and other employee related costs | $ 10 | $ 5 | $ 12 |
Business combination adjustments, net | 9 | 4 | (7) |
Other, net | 4,694 | 129 | 51 |
Total acquisition related and other expenses | 4,713 | 138 | 56 |
Non-Operating (Expenses) Income, net [Abstract] | |||
Interest income | 94 | 101 | 527 |
Foreign currency losses, net | (199) | (112) | (185) |
Noncontrolling interests in income | (184) | (180) | (164) |
(Losses) gains in equity investments, net | (147) | 262 | |
Other (losses) gains, net | (86) | 211 | (16) |
Total non-operating (expenses) income, net | $ (522) | $ 282 | $ 162 |
ACQUISITIONS Narrative (Details
ACQUISITIONS Narrative (Details) - Cerner Corporation [Member] - USD ($) $ / shares in Units, $ in Millions | Jun. 08, 2022 | Jan. 19, 2022 |
Business Acquisition [Line Items] | ||
Merger agreement date | Jan. 19, 2022 | |
Subsequent Event | ||
Business Acquisition [Line Items] | ||
Total preliminary purchase price | $ 28,200 | |
Preliminary purchase price, in cash | 28,200 | |
Fair values of restricted stock-based awards and stock options assumed | 43 | |
Business combination, senior notes and other borrowings assumed | 1,600 | |
Business combination, assumed senior notes and other borrowings, repaid | $ 1,500 | |
Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Tender offer purchase share price | $ 95 |
CASH, CASH EQUIVALENTS AND MA_3
CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES (Details) - USD ($) $ in Millions | May 31, 2022 | May 31, 2021 |
Cash Cash Equivalents And Short Term Investments [Abstract] | ||
Money market funds | $ 12,842 | $ 12,263 |
Time deposits and other | 520 | 9,470 |
Commercial paper debt securities | 0 | 11,712 |
Total investments | 13,362 | 33,445 |
Investments classified as cash equivalents | 12,843 | 16,989 |
Investments classified as marketable securities | $ 519 | $ 16,456 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions | May 31, 2022 | May 31, 2021 |
Assets [Abstract] | ||
Derivative financial instruments | $ 0 | $ 73 |
Total assets | 13,362 | 33,518 |
Liabilities [Abstract] | ||
Derivative financial instruments | 97 | 0 |
Time Deposits and Other [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | 520 | 9,470 |
Commercial Paper Debt Securities [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | 0 | 11,712 |
Money Market Funds [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | 12,842 | 12,263 |
Fair Value Measurements Using Input Types Level 1 [Member] | ||
Assets [Abstract] | ||
Derivative financial instruments | 0 | 0 |
Total assets | 13,082 | 13,513 |
Liabilities [Abstract] | ||
Derivative financial instruments | 0 | 0 |
Fair Value Measurements Using Input Types Level 1 [Member] | Time Deposits and Other [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | 240 | 1,250 |
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 | 12,842 | 12,263 |
Fair Value Measurements Using Input Types Level 2 [Member] | ||
Assets [Abstract] | ||
Derivative financial instruments | 0 | 73 |
Total assets | 280 | 20,005 |
Liabilities [Abstract] | ||
Derivative financial instruments | 97 | 0 |
Fair Value Measurements Using Input Types Level 2 [Member] | Time Deposits and Other [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | 280 | 8,220 |
Fair Value Measurements Using Input Types Level 2 [Member] | Commercial Paper Debt Securities [Member] | ||
Assets [Abstract] | ||
Investments and cash and cash equivalents | 0 | 11,712 |
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 Narrati
FAIR VALUE MEASUREMENTS Narrative (Details) - USD ($) $ in Millions | May 31, 2022 | May 31, 2021 |
Marketable security investments maturity information [Abstract] | ||
Total debt, carrying value | $ 76,166 | $ 84,529 |
Senior notes [Member] | ||
Marketable security investments maturity information [Abstract] | ||
Total debt, carrying value | 75,900 | 84,200 |
Fair Value Measurements Using Input Types Level 2 [Member] | Senior notes [Member] | ||
Marketable security investments maturity information [Abstract] | ||
Total debt, fair value | $ 67,000 | $ 89,600 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Millions | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Property, Plant And Equipment [Line Items] | ||
Computer, network, machinery and equipment | $ 12,844 | $ 9,508 |
Buildings and improvements | 4,729 | 4,734 |
Furniture, fixtures and other | 423 | 454 |
Land | 1,166 | 871 |
Construction in progress | 512 | 233 |
Total property, plant and equipment | 19,674 | 15,800 |
Accumulated depreciation | (9,958) | (8,751) |
Total property, plant and equipment, net | $ 9,716 | $ 7,049 |
Minimum | ||
Property, Plant And Equipment [Line Items] | ||
Estimated Useful Lives | 1 year | |
Maximum | ||
Property, Plant And Equipment [Line Items] | ||
Estimated Useful Lives | 40 years | |
Computer, network, machinery and equipment | Minimum | ||
Property, Plant And Equipment [Line Items] | ||
Estimated Useful Lives | 1 year | |
Computer, network, machinery and equipment | Maximum | ||
Property, Plant And Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Buildings and improvements | Minimum | ||
Property, Plant And Equipment [Line Items] | ||
Estimated Useful Lives | 1 year | |
Buildings and improvements | Maximum | ||
Property, Plant And Equipment [Line Items] | ||
Estimated Useful Lives | 40 years | |
Furniture, fixtures and other | Minimum | ||
Property, Plant And Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Furniture, fixtures and other | Maximum | ||
Property, Plant And Equipment [Line Items] | ||
Estimated Useful Lives | 15 years |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Millions | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2020 | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible Assets, Gross, Beginning of the period | $ 11,003 | |||
Additions & Adjustments, net | [1] | 160 | ||
Retirements | (716) | |||
Intangible Assets, Gross, Ending of the period | 10,447 | $ 11,003 | ||
Accumulated Amortization, Beginning of the period | (8,573) | |||
Expense | (1,150) | (1,379) | $ (1,586) | |
Retirements | 716 | |||
Accumulated Amortization, Ending of the period | (9,007) | (8,573) | ||
Intangible Assets, Net | 1,440 | 2,430 | ||
Developed technology [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible Assets, Gross, Beginning of the period | 4,237 | |||
Additions & Adjustments, net | [1] | 165 | ||
Retirements | (436) | |||
Intangible Assets, Gross, Ending of the period | 3,966 | 4,237 | ||
Accumulated Amortization, Beginning of the period | (3,621) | |||
Expense | (475) | |||
Retirements | 436 | |||
Accumulated Amortization, Ending of the period | (3,660) | (3,621) | ||
Intangible Assets, Net | $ 306 | 616 | ||
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, Beginning of the period | $ 5,497 | |||
Additions & Adjustments, net | [1] | (5) | ||
Retirements | (232) | |||
Intangible Assets, Gross, Ending of the period | 5,260 | 5,497 | ||
Accumulated Amortization, Beginning of the period | (3,834) | |||
Expense | (592) | |||
Retirements | 232 | |||
Accumulated Amortization, Ending of the period | (4,194) | (3,834) | ||
Intangible Assets, Net | 1,066 | 1,663 | ||
Other [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible Assets, Gross, Beginning of the period | 1,269 | |||
Additions & Adjustments, net | [1] | 0 | ||
Retirements | (48) | |||
Intangible Assets, Gross, Ending of the period | 1,221 | 1,269 | ||
Accumulated Amortization, Beginning of the period | (1,118) | |||
Expense | (83) | |||
Retirements | 48 | |||
Accumulated Amortization, Ending of the period | (1,153) | (1,118) | ||
Intangible Assets, Net | $ 68 | $ 151 | ||
[1]Amounts also included 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 2022 |
INTANGIBLE ASSETS AMORTIZATION
INTANGIBLE ASSETS AMORTIZATION (Details) - USD ($) $ in Millions | May 31, 2022 | May 31, 2021 |
Finite lived intangible assets future amortization expense [Abstract] | ||
Fiscal 2023 | $ 750 | |
Fiscal 2024 | 508 | |
Fiscal 2025 | 148 | |
Fiscal 2026 | 24 | |
Fiscal 2027 | 6 | |
Thereafter | 4 | |
Intangible Assets, Net | $ 1,440 | $ 2,430 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | ||
Goodwill [Line Items] | |||
Balances at period start | $ 43,935 | $ 43,769 | |
Goodwill adjustments, net | [1] | (124) | 166 |
Balances at period end | 43,811 | 43,935 | |
Cloud and License [Member] | |||
Goodwill [Line Items] | |||
Balances at period start | 39,786 | 39,637 | |
Goodwill adjustments, net | [1] | 152 | 149 |
Balances at period end | 39,938 | 39,786 | |
Hardware [Member] | |||
Goodwill [Line Items] | |||
Balances at period start | 2,367 | 2,367 | |
Goodwill adjustments, net | [1] | 0 | 0 |
Balances at period end | 2,367 | 2,367 | |
Services [Member] | |||
Goodwill [Line Items] | |||
Balances at period start | 1,782 | 1,765 | |
Goodwill adjustments, net | [1] | (276) | 17 |
Balances at period end | $ 1,506 | $ 1,782 | |
[1]Amounts include any changes in goodwill balances for the period presented that substantially resulted from foreign currency translations and, during fiscal 2022, the realignment of an operating segment component. |
NOTES PAYABLE AND OTHER BORRO_3
NOTES PAYABLE AND OTHER BORROWINGS (Details) € in Millions, $ in Millions | 12 Months Ended | |||||
May 31, 2022 USD ($) | May 31, 2022 EUR (€) | May 31, 2021 USD ($) | Jul. 10, 2013 EUR (€) | |||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 76,234 | |||||
Notes payable and other borrowings | 76,166 | $ 84,529 | ||||
Unamortized discount/issuance costs | (284) | (315) | ||||
Hedge accounting fair value adjustments | [1],[2] | (23) | 31 | |||
Total notes payable and other borrowings | 75,859 | 84,245 | ||||
Notes payable, current | 3,749 | 8,250 | ||||
Notes payable and other borrowings, non-current | 72,110 | 75,995 | ||||
2.80% senior notes due July 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | [2] | $ 1,500 | ||||
Stated interest rate percentage | 2.80% | 2.80% | ||||
Maturity date | [2] | Jul. 08, 2021 | ||||
Date of issuance | [2] | Jul. 08, 2014 | ||||
Notes payable and other borrowings | [2] | $ 1,500 | ||||
Effective interest rate | [2] | 2.82% | ||||
1.90% senior notes due September 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 4,250 | |||||
Stated interest rate percentage | 1.90% | 1.90% | ||||
Maturity date | Sep. 15, 2021 | |||||
Date of issuance | Jul. 07, 2016 | |||||
Notes payable and other borrowings | $ 4,250 | |||||
Effective interest rate | 1.94% | |||||
2.50% senior notes due May 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 2,500 | |||||
Stated interest rate percentage | 2.50% | 2.50% | ||||
Maturity date | May 15, 2022 | |||||
Date of issuance | May 05, 2015 | |||||
Notes payable and other borrowings | $ 2,500 | |||||
Effective interest rate | 2.56% | |||||
2.50% senior notes due October 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 2,500 | |||||
Stated interest rate percentage | 2.50% | 2.50% | ||||
Maturity date | Oct. 15, 2022 | |||||
Date of issuance | Oct. 25, 2012 | |||||
Notes payable and other borrowings | $ 2,500 | $ 2,500 | ||||
Effective interest rate | 2.51% | 2.51% | 2.51% | |||
2.625% senior notes due February 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 1,250 | |||||
Stated interest rate percentage | 2.625% | 2.625% | ||||
Maturity date | Feb. 15, 2023 | |||||
Date of issuance | Nov. 09, 2017 | |||||
Notes payable and other borrowings | $ 1,250 | $ 1,250 | ||||
Effective interest rate | 2.64% | 2.64% | 2.64% | |||
3.625% senior notes due July 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 1,000 | |||||
Stated interest rate percentage | 3.625% | 3.625% | ||||
Maturity date | Jul. 23, 2023 | |||||
Date of issuance | Jul. 16, 2013 | |||||
Notes payable and other borrowings | $ 1,000 | $ 1,000 | ||||
Effective interest rate | 3.73% | 3.73% | 3.73% | |||
2.40% senior notes due September 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 2,500 | |||||
Stated interest rate percentage | 2.40% | 2.40% | ||||
Maturity date | Sep. 15, 2023 | |||||
Date of issuance | Jul. 07, 2016 | |||||
Notes payable and other borrowings | $ 2,500 | $ 2,500 | ||||
Effective interest rate | 2.40% | 2.40% | 2.40% | |||
3.40% senior notes due July 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 2,000 | |||||
Stated interest rate percentage | 3.40% | 3.40% | ||||
Maturity date | Jul. 08, 2024 | |||||
Date of issuance | Jul. 08, 2014 | |||||
Notes payable and other borrowings | $ 2,000 | $ 2,000 | ||||
Effective interest rate | 3.43% | 3.43% | 3.43% | |||
2.50% senior notes due April 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 3,500 | |||||
Stated interest rate percentage | 2.50% | 2.50% | ||||
Maturity date | Apr. 01, 2025 | |||||
Date of issuance | Apr. 01, 2020 | |||||
Notes payable and other borrowings | $ 3,500 | $ 3,500 | ||||
Effective interest rate | 2.51% | 2.51% | 2.51% | |||
2.95% senior notes due May 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 2,500 | |||||
Stated interest rate percentage | 2.95% | 2.95% | ||||
Maturity date | May 15, 2025 | |||||
Date of issuance | May 05, 2015 | |||||
Notes payable and other borrowings | $ 2,500 | $ 2,500 | ||||
Effective interest rate | 3% | 3% | 3% | |||
1.65% senior notes due March 2026 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 2,750 | |||||
Stated interest rate percentage | 1.65% | 1.65% | ||||
Maturity date | Mar. 25, 2026 | |||||
Date of issuance | Mar. 31, 2021 | |||||
Notes payable and other borrowings | $ 2,750 | $ 2,750 | ||||
Effective interest rate | 1.66% | 1.66% | 1.66% | |||
2.95% senior notes due November 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 2,000 | |||||
Stated interest rate percentage | 2.95% | 2.95% | ||||
Maturity date | Nov. 15, 2024 | |||||
Date of issuance | Nov. 09, 2017 | |||||
Notes payable and other borrowings | $ 2,000 | $ 2,000 | ||||
Effective interest rate | 2.98% | 2.98% | 2.98% | |||
3.125% senior notes due July 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | € | € 750 | [1],[3] | € 750 | |||
Stated interest rate percentage | 3.125% | 3.125% | ||||
Maturity date | [1],[3] | Jul. 10, 2025 | ||||
Date of issuance | [1],[3] | Jul. 10, 2013 | ||||
Notes payable and other borrowings | [1],[3] | $ 803 | $ 916 | |||
Effective interest rate | [1],[3] | 3.17% | 3.17% | 3.17% | ||
2.65% senior notes due July 2026 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 3,000 | |||||
Stated interest rate percentage | 2.65% | 2.65% | ||||
Maturity date | Jul. 15, 2026 | |||||
Date of issuance | Jul. 07, 2016 | |||||
Notes payable and other borrowings | $ 3,000 | $ 3,000 | ||||
Effective interest rate | 2.69% | 2.69% | 2.69% | |||
2.80% senior notes due April 2027 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 2,250 | |||||
Stated interest rate percentage | 2.80% | 2.80% | ||||
Maturity date | Apr. 01, 2027 | |||||
Date of issuance | Apr. 01, 2020 | |||||
Notes payable and other borrowings | $ 2,250 | $ 2,250 | ||||
Effective interest rate | 2.83% | 2.83% | 2.83% | |||
3.25% senior notes due May 2030 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 500 | |||||
Stated interest rate percentage | 3.25% | 3.25% | ||||
Maturity date | May 15, 2030 | |||||
Date of issuance | May 05, 2015 | |||||
Notes payable and other borrowings | $ 500 | $ 500 | ||||
Effective interest rate | 3.30% | 3.30% | 3.30% | |||
2.30% senior notes due March 2028 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 2,000 | |||||
Stated interest rate percentage | 2.30% | 2.30% | ||||
Maturity date | Mar. 25, 2028 | |||||
Date of issuance | Mar. 31, 2021 | |||||
Notes payable and other borrowings | $ 2,000 | $ 2,000 | ||||
Effective interest rate | 2.34% | 2.34% | 2.34% | |||
4.30% senior notes due July 2034 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 1,750 | |||||
Stated interest rate percentage | 4.30% | 4.30% | ||||
Maturity date | Jul. 08, 2034 | |||||
Date of issuance | Jul. 08, 2014 | |||||
Notes payable and other borrowings | $ 1,750 | $ 1,750 | ||||
Effective interest rate | 4.30% | 4.30% | 4.30% | |||
3.25% senior notes due November 2027 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 2,750 | |||||
Stated interest rate percentage | 3.25% | 3.25% | ||||
Maturity date | Nov. 15, 2027 | |||||
Date of issuance | Nov. 09, 2017 | |||||
Notes payable and other borrowings | $ 2,750 | $ 2,750 | ||||
Effective interest rate | 3.26% | 3.26% | 3.26% | |||
2.95% senior notes due April 2030 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 3,250 | |||||
Stated interest rate percentage | 2.95% | 2.95% | ||||
Maturity date | Apr. 01, 2030 | |||||
Date of issuance | Apr. 01, 2020 | |||||
Notes payable and other borrowings | $ 3,250 | $ 3,250 | ||||
Effective interest rate | 2.96% | 2.96% | 2.96% | |||
3.90% senior notes due May 2035 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 1,250 | |||||
Stated interest rate percentage | 3.90% | 3.90% | ||||
Maturity date | May 15, 2035 | |||||
Date of issuance | May 05, 2015 | |||||
Notes payable and other borrowings | $ 1,250 | $ 1,250 | ||||
Effective interest rate | 3.95% | 3.95% | 3.95% | |||
3.85% senior notes due July 2036 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 1,250 | |||||
Stated interest rate percentage | 3.85% | 3.85% | ||||
Maturity date | Jul. 15, 2036 | |||||
Date of issuance | Jul. 07, 2016 | |||||
Notes payable and other borrowings | $ 1,250 | $ 1,250 | ||||
Effective interest rate | 3.85% | 3.85% | 3.85% | |||
2.875% senior notes due March 2031 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 3,250 | |||||
Stated interest rate percentage | 2.875% | 2.875% | ||||
Maturity date | Mar. 31, 2031 | |||||
Date of issuance | Mar. 31, 2021 | |||||
Notes payable and other borrowings | $ 3,250 | $ 3,250 | ||||
Effective interest rate | 2.89% | 2.89% | 2.89% | |||
6.50% senior notes due April 2038 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 1,250 | |||||
Stated interest rate percentage | 6.50% | 6.50% | ||||
Maturity date | Apr. 15, 2038 | |||||
Date of issuance | Apr. 09, 2008 | |||||
Notes payable and other borrowings | $ 1,250 | $ 1,250 | ||||
Effective interest rate | 6.52% | 6.52% | 6.52% | |||
6.125% senior notes due July 2039 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 1,250 | |||||
Stated interest rate percentage | 6.125% | 6.125% | ||||
Maturity date | Jul. 08, 2039 | |||||
Date of issuance | Jul. 08, 2009 | |||||
Notes payable and other borrowings | $ 1,250 | $ 1,250 | ||||
Effective interest rate | 6.19% | 6.19% | 6.19% | |||
5.375% senior notes due July 2040 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 2,250 | |||||
Stated interest rate percentage | 5.375% | 5.375% | ||||
Maturity date | Jul. 15, 2040 | |||||
Date of issuance | Jul. 12, 2010 | |||||
Notes payable and other borrowings | $ 2,250 | $ 2,250 | ||||
Effective interest rate | 5.45% | 5.45% | 5.45% | |||
3.80% senior notes due November 2037 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 1,750 | |||||
Stated interest rate percentage | 3.80% | 3.80% | ||||
Maturity date | Nov. 15, 2037 | |||||
Date of issuance | Nov. 09, 2017 | |||||
Notes payable and other borrowings | $ 1,750 | $ 1,750 | ||||
Effective interest rate | 3.83% | 3.83% | 3.83% | |||
4.50% senior notes due July 2044 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 1,000 | |||||
Stated interest rate percentage | 4.50% | 4.50% | ||||
Maturity date | Jul. 08, 2044 | |||||
Date of issuance | Jul. 08, 2014 | |||||
Notes payable and other borrowings | $ 1,000 | $ 1,000 | ||||
Effective interest rate | 4.50% | 4.50% | 4.50% | |||
4.125% senior notes due May 2045 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 2,000 | |||||
Stated interest rate percentage | 4.125% | 4.125% | ||||
Maturity date | May 15, 2045 | |||||
Date of issuance | May 05, 2015 | |||||
Notes payable and other borrowings | $ 2,000 | $ 2,000 | ||||
Effective interest rate | 4.15% | 4.15% | 4.15% | |||
4.00% senior notes due July 2046 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 3,000 | |||||
Stated interest rate percentage | 4% | 4% | ||||
Maturity date | Jul. 15, 2046 | |||||
Date of issuance | Jul. 07, 2016 | |||||
Notes payable and other borrowings | $ 3,000 | $ 3,000 | ||||
Effective interest rate | 4% | 4% | 4% | |||
3.60% senior notes due April 2040 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 3,000 | |||||
Stated interest rate percentage | 3.60% | 3.60% | ||||
Maturity date | Apr. 01, 2040 | |||||
Date of issuance | Apr. 01, 2020 | |||||
Notes payable and other borrowings | $ 3,000 | $ 3,000 | ||||
Effective interest rate | 3.62% | 3.62% | 3.62% | |||
4.375% senior notes due May 2055 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 1,250 | |||||
Stated interest rate percentage | 4.375% | 4.375% | ||||
Maturity date | May 15, 2055 | |||||
Date of issuance | May 05, 2015 | |||||
Notes payable and other borrowings | $ 1,250 | $ 1,250 | ||||
Effective interest rate | 4.40% | 4.40% | 4.40% | |||
3.65% senior notes due March 2041 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 2,250 | |||||
Stated interest rate percentage | 3.65% | 3.65% | ||||
Maturity date | Mar. 25, 2041 | |||||
Date of issuance | Mar. 31, 2021 | |||||
Notes payable and other borrowings | $ 2,250 | $ 2,250 | ||||
Effective interest rate | 3.70% | 3.70% | 3.70% | |||
4.00% senior notes due November 2047 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 2,250 | |||||
Stated interest rate percentage | 4% | 4% | ||||
Maturity date | Nov. 15, 2047 | |||||
Date of issuance | Nov. 09, 2017 | |||||
Notes payable and other borrowings | $ 2,250 | $ 2,250 | ||||
Effective interest rate | 4.03% | 4.03% | 4.03% | |||
3.60% senior notes due April 2050 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 4,500 | |||||
Stated interest rate percentage | 3.60% | 3.60% | ||||
Maturity date | Apr. 01, 2050 | |||||
Date of issuance | Apr. 01, 2020 | |||||
Notes payable and other borrowings | $ 4,500 | $ 4,500 | ||||
Effective interest rate | 3.62% | 3.62% | 3.62% | |||
3.85% senior notes due April 2060 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 3,500 | |||||
Stated interest rate percentage | 3.85% | 3.85% | ||||
Maturity date | Apr. 01, 2060 | |||||
Date of issuance | Apr. 01, 2020 | |||||
Notes payable and other borrowings | $ 3,500 | $ 3,500 | ||||
Effective interest rate | 3.87% | 3.87% | 3.87% | |||
3.95% senior notes due March 2051 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 3,250 | |||||
Stated interest rate percentage | 3.95% | 3.95% | ||||
Maturity date | Mar. 25, 2051 | |||||
Date of issuance | Mar. 31, 2021 | |||||
Notes payable and other borrowings | $ 3,250 | $ 3,250 | ||||
Effective interest rate | 3.96% | 3.96% | 3.96% | |||
4.10% senior notes due March 2061 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes and other borrowings, par value | $ 1,500 | |||||
Stated interest rate percentage | 4.10% | 4.10% | ||||
Maturity date | Mar. 25, 2061 | |||||
Date of issuance | Mar. 31, 2021 | |||||
Notes payable and other borrowings | $ 1,500 | $ 1,500 | ||||
Effective interest rate | 4.11% | 4.11% | 4.11% | |||
Other borrowings due August 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Date of issuance | Nov. 07, 2016 | |||||
Notes payable and other borrowings | $ 113 | $ 113 | ||||
Effective interest rate | 3.53% | 3.53% | 3.53% | |||
[1]In fiscal 2018 we entered into certain cross-currency interest rate swap agreements that have the economic effect of converting our fixed-rate, Euro-denominated debt, including annual interest payments and the payment of principal at maturity, to a variable-rate, U.S. Dollar-denominated debt of $871 million based on LIBOR. The effective interest rates as of May 31, 2022 and 2021 after consideration of the cross-currency interest rate swap agreements were 4.10% and 3.15%, respectively, for the July 2025 Notes. Refer to Note 1 for a description of our accounting for fair value hedges.[2]We entered into certain interest rate swap agreements that had the economic effects of modifying the fixed-interest obligations associated with the 2.80% senior notes that were outstanding as of May 31, 2021 and that were due and were settled in July 2021 (July 2021 Notes) so that the interest payable on these notes effectively became variable based on LIBOR. The effective interest rates after consideration of these fixed to variable interest rate swap agreements was 0.87% for the July 2021 Notes as of May 31, 2021. Refer to Note 1 for a description of our accounting for fair value hedges.[3]In July 2013, we issued €750 million of 3.125% senior notes due July 2025 (July 2025 Notes). Principal and unamortized discount/issuance costs for the July 2025 Notes in the table above were calculated using foreign currency exchange rates, as applicable, as of May 31, 2022 and May 31, 2021, respectively. The July 2025 Notes are registered and trade on the New York Stock Exchange. |
NOTES PAYABLE AND OTHER BORRO_4
NOTES PAYABLE AND OTHER BORROWINGS Narrative (Details) € in Millions | Mar. 08, 2022 USD ($) | May 31, 2022 USD ($) | May 31, 2022 EUR (€) | May 31, 2021 | May 31, 2018 USD ($) | Jul. 10, 2013 EUR (€) | ||
Debt Instrument [Line Items] | ||||||||
Senior notes and other borrowings, par value | $ 76,234,000,000 | |||||||
Debt outstanding | 0 | |||||||
Consolidated EBITDA to consolidated net interest expense ratio | 3 | |||||||
Revolving Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility | $ 6,000,000,000 | |||||||
Revolving credit facility term | 5 years | |||||||
Revolving credit facility, expiration date | Mar. 08, 2027 | |||||||
Bridge Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility | $ 15,700,000,000 | |||||||
Revolving credit facility term | 364 days | |||||||
Revolving credit facility, expiration date | Mar. 07, 2023 | |||||||
2013 Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility | 3,000,000,000 | |||||||
Minimum [Member] | Revolving Credit Agreement [Member] | SOFR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, basis spread on variable rate | 0.875% | |||||||
Minimum [Member] | Revolving Credit Agreement [Member] | Base Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, basis spread on variable rate | 0% | |||||||
Minimum [Member] | Bridge Credit Agreement [Member] | SOFR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, basis spread on variable rate | 1% | |||||||
Minimum [Member] | Bridge Credit Agreement [Member] | Base Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, basis spread on variable rate | 0% | |||||||
Maximum [Member] | Revolving Credit Agreement [Member] | SOFR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, basis spread on variable rate | 1.50% | |||||||
Maximum [Member] | Revolving Credit Agreement [Member] | Base Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, basis spread on variable rate | 0.50% | |||||||
Maximum [Member] | Bridge Credit Agreement [Member] | SOFR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, basis spread on variable rate | 1.375% | |||||||
Maximum [Member] | Bridge Credit Agreement [Member] | Base Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, basis spread on variable rate | 0.375% | |||||||
2.80% senior notes due July 2021 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual interest rate after the economic effect of the interest rate swaps | 0.87% | |||||||
Senior notes and other borrowings, par value | [1] | $ 1,500,000,000 | ||||||
Effective interest rate | [1] | 2.82% | ||||||
3.125% senior notes due July 2025 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior notes and other borrowings, par value | € | € 750 | [2],[3] | € 750 | |||||
Effective interest rate | [2],[3] | 3.17% | 3.17% | 3.17% | ||||
3.125% senior notes due July 2025 [Member] | Cross-currency interest rate swap agreements [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior notes fixed principal amount | $ 871,000,000 | |||||||
Effective interest rate | 4.10% | 4.10% | 3.15% | |||||
[1]We entered into certain interest rate swap agreements that had the economic effects of modifying the fixed-interest obligations associated with the 2.80% senior notes that were outstanding as of May 31, 2021 and that were due and were settled in July 2021 (July 2021 Notes) so that the interest payable on these notes effectively became variable based on LIBOR. The effective interest rates after consideration of these fixed to variable interest rate swap agreements was 0.87% for the July 2021 Notes as of May 31, 2021. Refer to Note 1 for a description of our accounting for fair value hedges.[2]In July 2013, we issued €750 million of 3.125% senior notes due July 2025 (July 2025 Notes). Principal and unamortized discount/issuance costs for the July 2025 Notes in the table above were calculated using foreign currency exchange rates, as applicable, as of May 31, 2022 and May 31, 2021, respectively. The July 2025 Notes are registered and trade on the New York Stock Exchange.[3]In fiscal 2018 we entered into certain cross-currency interest rate swap agreements that have the economic effect of converting our fixed-rate, Euro-denominated debt, including annual interest payments and the payment of principal at maturity, to a variable-rate, U.S. Dollar-denominated debt of $871 million based on LIBOR. The effective interest rates as of May 31, 2022 and 2021 after consideration of the cross-currency interest rate swap agreements were 4.10% and 3.15%, respectively, for the July 2025 Notes. Refer to Note 1 for a description of our accounting for fair value hedges. |
FUTURE PRINCIPAL PAYMENTS FOR A
FUTURE PRINCIPAL PAYMENTS FOR ALL BORROWINGS (Details) $ in Millions | May 31, 2022 USD ($) |
Principal Payments for All Borrowings [Abstract] | |
Fiscal 2023 | $ 3,750 |
Fiscal 2024 | 3,500 |
Fiscal 2025 | 10,000 |
Fiscal 2026 | 3,734 |
Fiscal 2027 | 5,250 |
Thereafter | 50,000 |
Total | $ 76,234 |
RESTRUCTURING ACTIVITIES Narrat
RESTRUCTURING ACTIVITIES Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Restructuring reserve [Line Items] | |||
Restructuring expenses | $ 191 | $ 431 | $ 250 |
Fiscal 2022 Oracle Restructuring [Member] | |||
Restructuring reserve [Line Items] | |||
Restructuring expenses | 223 | ||
Remaining expenses to incur | $ 169 | ||
Expected completion date | May 31, 2024 | ||
Fiscal 2022 Oracle Restructuring [Member] | Maximum [Member] | |||
Restructuring reserve [Line Items] | |||
Total estimated restructuring costs | $ 392 | ||
Fiscal 2019 Oracle Restructuring [Member] | |||
Restructuring reserve [Line Items] | |||
Restructuring expenses | 430 | $ 261 | |
Restructuring and related costs recorded to date | $ 1,200 |
RESTRUCTURING ACTIVITIES (Detai
RESTRUCTURING ACTIVITIES (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
May 31, 2022 | May 31, 2021 | May 31, 2020 | ||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [2] | $ 225 | [1] | $ 151 | $ 262 | |
Initial Costs | [2],[3] | 222 | 457 | 278 | ||
Adjustments to Cost | [2],[4] | (31) | (26) | (28) | ||
Cash Payments | [2] | (201) | (376) | (299) | ||
Others | [2],[5] | (84) | 19 | (62) | ||
Accrued at period end | [2] | 131 | [1] | 225 | [1] | 151 |
Fiscal 2019 Oracle Restructuring [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Total Costs Accrued to Date | 1,200 | |||||
Fiscal 2022 Activity [Member] | Fiscal 2022 Oracle Restructuring [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [1],[2] | 0 | ||||
Initial Costs | [2],[3] | 222 | ||||
Adjustments to Cost | [2],[4] | 1 | ||||
Cash Payments | [2] | (92) | ||||
Others | [2],[5] | (71) | ||||
Accrued at period end | [1],[2] | 60 | 0 | |||
Total Costs Accrued to Date | [2] | 223 | ||||
Total Expected Program Costs | [2] | 392 | ||||
Fiscal 2022 Activity [Member] | Fiscal 2022 Oracle Restructuring [Member] | Other [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [1],[2] | 0 | ||||
Initial Costs | [2],[3] | 105 | ||||
Adjustments to Cost | [2],[4] | 3 | ||||
Cash Payments | [2] | (29) | ||||
Others | [2],[5] | (69) | ||||
Accrued at period end | [1],[2] | 10 | 0 | |||
Total Costs Accrued to Date | [2] | 108 | ||||
Total Expected Program Costs | [2] | 154 | ||||
Fiscal 2022 Activity [Member] | Fiscal 2022 Oracle Restructuring [Member] | Cloud and License [Member] | Operating Segments [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [1],[2] | 0 | ||||
Initial Costs | [2],[3] | 90 | ||||
Adjustments to Cost | [2],[4] | (2) | ||||
Cash Payments | [2] | (52) | ||||
Others | [2],[5] | (2) | ||||
Accrued at period end | [1],[2] | 34 | 0 | |||
Total Costs Accrued to Date | [2] | 88 | ||||
Total Expected Program Costs | [2] | 184 | ||||
Fiscal 2022 Activity [Member] | Fiscal 2022 Oracle Restructuring [Member] | Hardware [Member] | Operating Segments [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [1],[2] | 0 | ||||
Initial Costs | [2],[3] | 11 | ||||
Adjustments to Cost | [2],[4] | 0 | ||||
Cash Payments | [2] | (4) | ||||
Others | [2],[5] | 0 | ||||
Accrued at period end | [1],[2] | 7 | 0 | |||
Total Costs Accrued to Date | [2] | 11 | ||||
Total Expected Program Costs | [2] | 22 | ||||
Fiscal 2022 Activity [Member] | Fiscal 2022 Oracle Restructuring [Member] | Services [Member] | Operating Segments [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [1],[2] | 0 | ||||
Initial Costs | [2],[3] | 16 | ||||
Adjustments to Cost | [2],[4] | 0 | ||||
Cash Payments | [2] | (7) | ||||
Others | [2],[5] | 0 | ||||
Accrued at period end | [1],[2] | 9 | 0 | |||
Total Costs Accrued to Date | [2] | 16 | ||||
Total Expected Program Costs | [2] | 32 | ||||
Fiscal 2022 Activity [Member] | Other Restructuring Plans [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [1],[2],[6] | 225 | ||||
Initial Costs | [2],[3],[6] | 0 | ||||
Adjustments to Cost | [2],[4],[6] | (32) | ||||
Cash Payments | [2],[6] | (109) | ||||
Others | [2],[5],[6] | (13) | ||||
Accrued at period end | [1],[2],[6] | 71 | 225 | |||
Fiscal 2021 Activity [Member] | Other Restructuring Plans [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [2],[6] | 9 | [1] | 13 | ||
Initial Costs | [2],[3],[6] | 2 | ||||
Adjustments to Cost | [2],[4],[6] | (1) | ||||
Cash Payments | [2],[6] | (5) | ||||
Others | [2],[5],[6] | 0 | ||||
Accrued at period end | [2],[6] | 9 | [1] | 13 | ||
Fiscal 2021 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [2] | 216 | [1] | 138 | ||
Initial Costs | [2],[3] | 455 | ||||
Adjustments to Cost | [2],[4] | (25) | ||||
Cash Payments | [2] | (371) | ||||
Others | [2],[5] | 19 | ||||
Accrued at period end | [2] | 216 | [1] | 138 | ||
Fiscal 2021 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Other [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [2] | 57 | [1] | 22 | ||
Initial Costs | [2],[3] | 137 | ||||
Adjustments to Cost | [2],[4] | 3 | ||||
Cash Payments | [2] | (110) | ||||
Others | [2],[5] | 5 | ||||
Accrued at period end | [2] | 57 | [1] | 22 | ||
Fiscal 2021 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Cloud and License [Member] | Operating Segments [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [2] | 119 | [1] | 75 | ||
Initial Costs | [2],[3] | 225 | ||||
Adjustments to Cost | [2],[4] | (22) | ||||
Cash Payments | [2] | (171) | ||||
Others | [2],[5] | 12 | ||||
Accrued at period end | [2] | 119 | [1] | 75 | ||
Fiscal 2021 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Hardware [Member] | Operating Segments [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [2] | 16 | [1] | 14 | ||
Initial Costs | [2],[3] | 39 | ||||
Adjustments to Cost | [2],[4] | (2) | ||||
Cash Payments | [2] | (34) | ||||
Others | [2],[5] | (1) | ||||
Accrued at period end | [2] | 16 | [1] | 14 | ||
Fiscal 2021 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Services [Member] | Operating Segments [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [2] | $ 24 | [1] | 27 | ||
Initial Costs | [2],[3] | 54 | ||||
Adjustments to Cost | [2],[4] | (4) | ||||
Cash Payments | [2] | (56) | ||||
Others | [2],[5] | 3 | ||||
Accrued at period end | [2] | 24 | [1] | 27 | ||
Fiscal 2020 Activity [Member] | Other Restructuring Plans [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [2],[6] | 13 | 49 | |||
Initial Costs | [2],[3],[6] | 0 | ||||
Adjustments to Cost | [2],[4],[6] | (11) | ||||
Cash Payments | [2],[6] | (8) | ||||
Others | [2],[5],[6] | (17) | ||||
Accrued at period end | [2],[6] | 13 | ||||
Fiscal 2020 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [2] | 138 | 213 | |||
Initial Costs | [2],[3] | 278 | ||||
Adjustments to Cost | [2],[4] | (17) | ||||
Cash Payments | [2] | (291) | ||||
Others | [2],[5] | (45) | ||||
Accrued at period end | [2] | 138 | ||||
Fiscal 2020 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Other [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [2] | 22 | 108 | |||
Initial Costs | [2],[3] | 59 | ||||
Adjustments to Cost | [2],[4] | 10 | ||||
Cash Payments | [2] | (111) | ||||
Others | [2],[5] | (44) | ||||
Accrued at period end | [2] | 22 | ||||
Fiscal 2020 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Cloud and License [Member] | Operating Segments [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [2] | 75 | 72 | |||
Initial Costs | [2],[3] | 140 | ||||
Adjustments to Cost | [2],[4] | (24) | ||||
Cash Payments | [2] | (112) | ||||
Others | [2],[5] | (1) | ||||
Accrued at period end | [2] | 75 | ||||
Fiscal 2020 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Hardware [Member] | Operating Segments [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [2] | 14 | 18 | |||
Initial Costs | [2],[3] | 28 | ||||
Adjustments to Cost | [2],[4] | (1) | ||||
Cash Payments | [2] | (31) | ||||
Others | [2],[5] | 0 | ||||
Accrued at period end | [2] | 14 | ||||
Fiscal 2020 Activity [Member] | Fiscal 2019 Oracle Restructuring [Member] | Services [Member] | Operating Segments [Member] | ||||||
Restructuring reserve [Line Items] | ||||||
Accrued at period start | [2] | $ 27 | 15 | |||
Initial Costs | [2],[3] | 51 | ||||
Adjustments to Cost | [2],[4] | (2) | ||||
Cash Payments | [2] | (37) | ||||
Others | [2],[5] | 0 | ||||
Accrued at period end | [2] | $ 27 | ||||
[1] As of May 31, 202 2 and 20 2 1 , substantially all restructuring liabilities have been recorded in other current liabilities within our consolidated balance sheets . |
DEFERRED REVENUES (Details)
DEFERRED REVENUES (Details) - USD ($) $ in Millions | May 31, 2022 | May 31, 2021 |
Deferred Revenues [Line Items] | ||
Deferred revenues, current | $ 8,357 | $ 8,775 |
Deferred revenues, non-current (in other non-current liabilities) | 753 | 679 |
Total deferred revenues | 9,110 | 9,454 |
Cloud services and license support [Member] | Cloud and License [Member] | ||
Deferred Revenues [Line Items] | ||
Deferred revenues, current | 7,406 | 7,728 |
Hardware [Member] | Hardware [Member] | ||
Deferred Revenues [Line Items] | ||
Deferred revenues, current | 555 | 618 |
Services [Member] | Services [Member] | ||
Deferred Revenues [Line Items] | ||
Deferred revenues, current | 360 | 399 |
Cloud license and on-premise license [Member] | Cloud and License [Member] | ||
Deferred Revenues [Line Items] | ||
Deferred revenues, current | $ 36 | $ 30 |
LEASES, OTHER COMMITMENTS AND_3
LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Leases Other Commitments And Certain Contingencies Disclosure [Line Items] | ||
Operating lease expenses | $ 766 | $ 654 |
Sublease income | $ 12 | 13 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other non-current assets | |
Right of use assets operating leases | $ 3,500 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | |
Operating lease liabilities, current | $ 727 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | |
Operating lease liabilities, non-current | $ 2,900 | |
Right of use asset in exchange for operating lease obligation | 1,900 | |
Cash paid for operating lease liabilities | $ 808 | $ 696 |
Operating leases weighted average remaining lease term | 7 years | |
Operating lease obligations, weighted average discount rate | 2.90% | |
Additional operating lease commitments | $ 4,100 | |
Minimum [Member] | ||
Leases Other Commitments And Certain Contingencies Disclosure [Line Items] | ||
Operating leases remaining terms | 1 year | |
Operating leases not yet commenced, terms | 1 year | |
Maximum [Member] | ||
Leases Other Commitments And Certain Contingencies Disclosure [Line Items] | ||
Operating leases remaining terms | 11 years | |
Operating leases not yet commenced, terms | 15 years |
LEASES, OTHER COMMITMENTS AND_4
LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Millions | May 31, 2022 USD ($) |
Leases Other Commitments And Certain Contingencies Disclosure [Abstract] | |
Fiscal 2023 | $ 763 |
Fiscal 2024 | 642 |
Fiscal 2025 | 578 |
Fiscal 2026 | 524 |
Fiscal 2027 | 415 |
Thereafter | 1,159 |
Total operating lease payments | 4,081 |
Less: imputed interest | (423) |
Total operating lease liability | $ 3,658 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities |
LEASES, OTHER COMMITMENTS AND_5
LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES - Schedule of Unconditional Purchase and Certain Other Obligations (Details) $ in Millions | May 31, 2022 USD ($) |
Unconditional Obligations [Abstract] | |
Fiscal 2023 | $ 4,090 |
Fiscal 2024 | 185 |
Fiscal 2025 | 133 |
Fiscal 2026 | 106 |
Fiscal 2027 | 83 |
Thereafter | 192 |
Total | $ 4,789 |
STOCKHOLDERS' (DEFICIT) EQUIT_2
STOCKHOLDERS' (DEFICIT) EQUITY Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||||
Jun. 13, 2022 | May 31, 2022 | May 31, 2021 | May 31, 2020 | Dec. 09, 2021 | |
Stock Repurchases [Abstract] | |||||
Additional authorized amount | $ 10,000 | ||||
Amount available for future repurchases | $ 9,400 | ||||
Repurchases of common stock (in shares) | 185.8 | 329.2 | 361 | ||
Repurchased amount | $ 16,200 | $ 21,000 | $ 19,200 | ||
Repurchased shares that were not settled (in shares) | 0.3 | ||||
Repurchased amount that was not settled | $ 19 | ||||
Dividends on Common Stock [Abstract] | |||||
Dividends per share, declared and paid (in dollars per share) | $ 1.28 | $ 1.04 | $ 0.96 | ||
Subsequent Event | |||||
Dividends on Common Stock [Abstract] | |||||
Dividends declared per share of outstanding common stock (in dollars per share) | $ 0.32 | ||||
Dividend payable date | Jul. 26, 2022 | ||||
Dividend record date | Jul. 12, 2022 |
STOCKHOLDERS' (DEFICIT) EQUIT_3
STOCKHOLDERS' (DEFICIT) EQUITY (Details) - USD ($) $ in Millions | May 31, 2022 | May 31, 2021 |
Accumulated Other Comprehensive Loss [Abstract] | ||
Foreign currency translation losses | $ (1,482) | $ (775) |
Unrealized losses on defined benefit plans, net | (210) | (400) |
Total accumulated other comprehensive loss | $ (1,692) | $ (1,175) |
EMPLOYEE BENEFIT PLANS Narrativ
EMPLOYEE BENEFIT PLANS Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||
Apr. 30, 2020 USD ($) | Mar. 31, 2020 USD ($) | May 31, 2022 Tranche shares | May 31, 2013 shares | May 31, 2021 shares | May 31, 2020 shares | May 31, 2019 shares | |
Stock-based Payment Award [Line Items] | |||||||
Options outstanding | 97,000,000 | 107,000,000 | 176,000,000 | 222,000,000 | |||
Options outstanding vested | 65,000,000 | ||||||
Restricted stock-based awards outstanding | 128,000,000 | 110,000,000 | 101,000,000 | 99,000,000 | |||
Stock options outstanding | 20,000,000 | ||||||
Performance-based stock options [Member] | |||||||
Stock-based Payment Award [Line Items] | |||||||
Number of vesting tranches granted that potentially may vest | Tranche | 7 | ||||||
Number of tranches vests on attainment of market-based metric | Tranche | 1 | ||||||
Number of vesting tranches require attainment of both a performance and a market condition | Tranche | 6 | ||||||
Extended expiration period | 3 years | ||||||
Performance-based stock options [Member] | Minimum [Member] | |||||||
Stock-based Payment Award [Line Items] | |||||||
Award service period for market-based metric | 3 years | ||||||
Performance-based stock options [Member] | Maximum [Member] | |||||||
Stock-based Payment Award [Line Items] | |||||||
Award service period for market-based metric | 4 years | ||||||
2020 Plan [Member] | |||||||
Stock-based Payment Award [Line Items] | |||||||
Number of shares authorized | 390,000,000 | ||||||
Increase in number of authorized shares of stock that may be issued | 300,000,000 | ||||||
Shares of common stock available for future awards | 371,000,000 | ||||||
2020 and 2000 Plan [Member] | |||||||
Stock-based Payment Award [Line Items] | |||||||
Vesting percentage | 25% | ||||||
Vesting period | 4 years | ||||||
Expiration period | 10 years | ||||||
2020 and 2000 Plan [Member] | Service-based stock options [Member] | |||||||
Stock-based Payment Award [Line Items] | |||||||
Options outstanding | 60,000,000 | ||||||
Options outstanding vested | 59,000,000 | ||||||
2020 and 2000 Plan [Member] | Restricted Stock Units [Member] | |||||||
Stock-based Payment Award [Line Items] | |||||||
Restricted stock-based awards outstanding | 125,000,000 | ||||||
Equivalent number of shares deducted against share pool (in actual number of shares) | 2.5 | ||||||
2020 and 2000 Plan [Member] | Performance-based stock options [Member] | |||||||
Stock-based Payment Award [Line Items] | |||||||
Options outstanding vested | 6,000,000 | ||||||
Stock options outstanding | 36,000,000 | ||||||
Acquired plans [Member] | |||||||
Stock-based Payment Award [Line Items] | |||||||
Options outstanding | 485,000 | ||||||
Directors' Plan [Member] | |||||||
Stock-based Payment Award [Line Items] | |||||||
Increase in number of authorized shares of stock that may be issued | 2,000,000 | ||||||
Vesting period | 4 years | ||||||
Expiration period | 10 years | ||||||
Options outstanding | 474,000 | ||||||
Shares of common stock available for future awards | 1,000,000 | ||||||
Directors' Plan [Member] | Restricted Stock Units [Member] | |||||||
Stock-based Payment Award [Line Items] | |||||||
Restricted stock-based awards outstanding | 59,000 | ||||||
Maximum value of annual grants | $ | $ 350,000 | $ 400,000 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2020 | ||
Shares Under Restricted Stock-based Awards [Abstract] | ||||
Beginning balance | 110 | 101 | 99 | |
Granted | 65 | 54 | 50 | |
Vested and issued | (38) | (34) | (34) | |
Canceled | (9) | (11) | (14) | |
Ending balance | 128 | 110 | 101 | |
Weighted Average Grant Date Fair Value [Abstract] | ||||
Total grant date fair value of restricted stock-based awards, vested and issued | $ 1,900 | $ 1,600 | $ 1,500 | |
Beginning balance | $ 51.87 | $ 48.36 | $ 43.01 | |
Granted | 85.07 | 54.95 | 53.38 | |
Vested and issued | 50.52 | 46.88 | 42.67 | |
Canceled | 63.25 | 50.40 | 46.81 | |
Ending balance | $ 68.34 | $ 51.87 | $ 48.36 | |
Unrecognized compensation expense related to non-vested restricted stock-based awards | $ 5,900 | |||
Shares Under Stock Option [Abstract] | ||||
Beginning balance | 107 | 176 | 222 | |
Granted and assumed | 0 | 0 | 0 | |
Exercised | (10) | (52) | (44) | |
Canceled | 0 | (17) | (2) | |
Ending balance | 97 | 107 | 176 | |
Vested | 65 | |||
Expected to vest | [1] | 12 | ||
Total | 77 | |||
Weighted Average Exercise Price [Abstract] | ||||
Beginning balance | $ 40.14 | $ 38.86 | $ 37.78 | |
Granted and assumed | 0 | 0 | 0 | |
Exercised | 34.34 | 32.05 | 33.18 | |
Canceled | 0 | 51.02 | 44.76 | |
Ending balance | 40.70 | $ 40.14 | $ 38.86 | |
Vested | 35.81 | |||
Expected to vest | [1] | 50.38 | ||
Total | $ 37.97 | |||
Weighted Average Remaining Contract Term (in years) [Abstract] | ||||
Vested | 1 year 9 months 29 days | |||
Expected to vest | [1] | 3 years 8 months 1 day | ||
Total | 2 years 1 month 6 days | |||
Aggregate Intrinsic Value (in millions) [Abstract] | ||||
Vested | [2] | $ 2,360 | ||
Expected to vest | [1],[2] | 245 | ||
Total | [2] | $ 2,605 | ||
Closing stock price | $ 71.92 | |||
Unrecognized compensation expense for shares expected to vest | $ 190 | |||
Shares not expected to vest | 20 | |||
Stock-based compensation expense and valuations of stock awards [Abstract] | ||||
Total stock-based compensation | $ 2,613 | $ 1,837 | $ 1,590 | |
Estimated income tax benefit included in provision for income taxes | (593) | (413) | (343) | |
Total stock-based compensation, net of estimated income tax benefit | 2,020 | 1,424 | 1,247 | |
Other Postretirement Plans [Member] | ||||
Stock-based compensation expense and valuations of stock awards [Abstract] | ||||
Total defined benefit plan pension expense | 67 | 105 | $ 97 | |
Aggregate projected benefit obligation | 1,100 | 1,400 | ||
Aggregate net liability (funded status) | $ 580 | $ 889 | ||
Employee Stock Purchase Plan [Member] | ||||
Stock-based compensation expense and valuations of stock awards [Abstract] | ||||
Stock purchase price as a percentage of the fair market value on the purchase date | 95% | |||
Shares reserved for future issuances under the purchase plan | 39 | |||
Common stock issued under stock purchase plans | 2 | 2 | 2 | |
Cloud services and license support [Member] | ||||
Stock-based compensation expense and valuations of stock awards [Abstract] | ||||
Total stock-based compensation | $ 205 | $ 134 | $ 110 | |
Hardware [Member] | ||||
Stock-based compensation expense and valuations of stock awards [Abstract] | ||||
Total stock-based compensation | 15 | 11 | 11 | |
Services [Member] | ||||
Stock-based compensation expense and valuations of stock awards [Abstract] | ||||
Total stock-based compensation | 67 | 55 | 54 | |
Sales and marketing [Member] | ||||
Stock-based compensation expense and valuations of stock awards [Abstract] | ||||
Total stock-based compensation | 448 | 313 | 261 | |
Research and development [Member] | ||||
Stock-based compensation expense and valuations of stock awards [Abstract] | ||||
Total stock-based compensation | 1,633 | 1,188 | 1,035 | |
General and administrative [Member] | ||||
Stock-based compensation expense and valuations of stock awards [Abstract] | ||||
Total stock-based compensation | $ 245 | $ 136 | $ 119 | |
Restricted Stock Units [Member] | ||||
Weighted Average Grant Date Fair Value [Abstract] | ||||
Weighted average recognition period of unrecognized compensation expense for shares expected to vest | 2 years 11 months 4 days | |||
Employee Stock Options [Member] | ||||
Weighted Average Grant Date Fair Value [Abstract] | ||||
Weighted average recognition period of unrecognized compensation expense for shares expected to vest | 2 years 11 months 23 days | |||
[1]The unrecognized compensation expense calculated under the fair value method for shares expected to vest (unvested shares net of expected forfeitures) as of May 31, 2022 was approximately $190 million and is expected to be recognized over a weighted-average period of 2.98 years. Approximately 20 million shares outstanding as of May 31, 2022 were not expected to vest.[2]The aggregate intrinsic value was calculated based on the gross difference between our closing stock price on the last trading day of fiscal 2022 of $71.92 and the exercise prices for all “in-the-money” options outstanding, excluding tax effects. |
TAX BENEFITS FROM EXERCISES OF
TAX BENEFITS FROM EXERCISES OF STOCK OPTIONS AND VESTING OF RESTRICTED STOCK-BASED AWARDS Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Tax Benefits from Exercise of Stock Options and Vesting of Restricted Stock-Based Awards [Abstract] | |||
Total cash received as a result of stock option exercises | $ 319 | $ 1,700 | $ 1,500 |
Aggregate intrinsic value of vesting of restricted stock-based awards and options exercised | 3,700 | 3,700 | 2,900 |
Tax benefits realized in connection with the vesting of restricted stock-based awards and exercises of stock options | $ 843 | $ 842 | $ 638 |
DEFERRED CONTRIBUTION PLANS Nar
DEFERRED CONTRIBUTION PLANS Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan expense | $ 412 | $ 380 | $ 376 |
US [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Oracle 401(K) Plan employee contribution maximum rate | 40% | ||
Oracle 401 (K) employer contribution match rate | 50% | ||
Oracle 401(K) employer maximum match on employee contribution each pay period | 6% | ||
Oracle 401 (K) plan employer contribution | $ 164 | $ 150 | $ 152 |
DEFERRED COMPENSATION PLANS Nar
DEFERRED COMPENSATION PLANS Narrative (Details) - Other Postretirement Plans [Member] - USD ($) $ in Millions | May 31, 2022 | May 31, 2021 |
Deferred Compensation Plan Disclosure [Line Items] | ||
Deferred compensation plan assets | $ 756 | $ 813 |
Deferred compensation plan liabilities | $ 756 | $ 813 |
INCOME TAXES Narrative (Details
INCOME TAXES Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Income Tax Examination [Line Items] | |||
Total net tax benefit | $ 2,300 | ||
Undistributed earnings and other outside basis temporary differences of investments in foreign subsidiaries | $ 7,900 | ||
Potential net deferred tax liability related to other outside basis temporary differences | 1,500 | ||
Deferred Tax Assets, Net [Abstract] | |||
Net deferred tax assets | 6,751 | 5,772 | |
Valuation allowance | 1,742 | 1,526 | |
Operating Loss Carryforwards [Abstract] | |||
Capital loss carryforwards | 193 | ||
Tax Credit Carryforwards [Abstract] | |||
Tax credit carryforwards subject to limitation on utilization | 1,300 | ||
Tax credit carryforwards not subject to expiration dates | 854 | ||
Tax credit carryforwards subject to expiration dates | 407 | ||
Unrecognized Tax Benefits (Narrative) [Abstract] | |||
Unrecognized tax benefits that would affect our effective tax rate if recognized | 4,300 | 4,400 | $ 4,300 |
Interest and penalties related to uncertain tax positions recognized in our provision for income taxes | 93 | 166 | $ 202 |
Interest and penalties related to uncertain tax positions accrued | $ 1,600 | 1,600 | |
Earliest Tax Year [Member] | |||
Tax Credit Carryforwards [Abstract] | |||
Tax credit carryforward expiration dates | May 31, 2023 | ||
Latest Tax Year [Member] | |||
Tax Credit Carryforwards [Abstract] | |||
Tax credit carryforward expiration dates | May 31, 2042 | ||
Federal [Member] | |||
Operating Loss Carryforwards [Abstract] | |||
Net operating loss carryforwards | $ 446 | ||
Federal net operating loss carryforwards not subject to expiration | 74 | ||
Federal [Member] | Expire in various years between fiscal 2022 and fiscal 2038 [Member] | |||
Operating Loss Carryforwards [Abstract] | |||
Net operating loss carryforwards | $ 372 | ||
Federal [Member] | Earliest Tax Year [Member] | |||
Operating Loss Carryforwards [Abstract] | |||
Operating loss carryforwards expiration date | May 31, 2023 | ||
Federal [Member] | Latest Tax Year [Member] | |||
Operating Loss Carryforwards [Abstract] | |||
Operating loss carryforwards expiration date | May 31, 2038 | ||
State [Member] | |||
Operating Loss Carryforwards [Abstract] | |||
Net operating loss carryforwards | $ 1,800 | ||
Capital loss carryforwards expiration date | May 31, 2026 | ||
Capital loss carryforwards | $ 366 | ||
State [Member] | Earliest Tax Year [Member] | |||
Operating Loss Carryforwards [Abstract] | |||
Capital loss carryforwards expiration date | May 31, 2026 | ||
Operating loss carryforwards expiration date | May 31, 2023 | ||
State [Member] | Latest Tax Year [Member] | |||
Operating Loss Carryforwards [Abstract] | |||
Capital loss carryforwards expiration date | May 31, 2036 | ||
Operating loss carryforwards expiration date | May 31, 2042 | ||
Foreign [Member] | |||
Operating Loss Carryforwards [Abstract] | |||
Net operating loss carryforwards | $ 1,900 | ||
Foreign net operating loss carryforwards not subject to expiration | 1,800 | ||
Foreign net operating loss carryforwards subject to expiration | 53 | ||
Unrecognized Tax Benefits (Narrative) [Abstract] | |||
Reasonably possible decrease in the next 12 months in gross unrecognized, net of offsetting tax benefits | 109 | ||
Reasonably possible increase in the next 12 months in gross unrecognized, net of offsetting tax benefits | 227 | ||
Reasonably possible decrease in the next 12 months in gross unrecognized tax benefits | 287 | ||
Reasonably possible increase in the next 12 months in gross unrecognized tax benefits | $ 869 | ||
Foreign [Member] | Earliest Tax Year [Member] | |||
Operating Loss Carryforwards [Abstract] | |||
Operating loss carryforwards expiration date | May 31, 2023 | ||
Foreign [Member] | Latest Tax Year [Member] | |||
Operating Loss Carryforwards [Abstract] | |||
Operating loss carryforwards expiration date | May 31, 2041 | ||
Domestic [Member] | |||
Unrecognized Tax Benefits (Narrative) [Abstract] | |||
Reasonably possible decrease in the next 12 months in gross unrecognized, net of offsetting tax benefits | $ 825 | ||
Reasonably possible decrease in the next 12 months in gross unrecognized tax benefits | $ 994 |
INCOME TAXES - Geographical Bre
INCOME TAXES - Geographical Breakdown of Income Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (629) | $ 4,375 | $ 3,890 |
Foreign | 8,278 | 8,624 | 8,173 |
Income before income taxes | $ 7,649 | $ 12,999 | $ 12,063 |
INCOME TAXES - Components of (P
INCOME TAXES - Components of (Provision for) Benefit from Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Provision for Income Taxes [Abstract] | |||
Federal | $ (709) | $ (516) | $ (1,616) |
State | (186) | (233) | (19) |
Foreign | (1,183) | (929) | (1,144) |
Total current provision | (2,078) | (1,678) | (2,779) |
Federal | 1,661 | (8,631) | 983 |
State | 139 | 77 | (50) |
Foreign | (654) | 10,979 | (82) |
Total deferred benefit | 1,146 | 2,425 | 851 |
Total (provision for) benefit from income taxes | $ (932) | $ 747 | $ (1,928) |
Effective income tax expense (benefit) rate | 12.20% | (5.70%) | 16% |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Differences Between Federal Statutory Tax Rate and Effective Tax Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Reconciliation of Differences Between Amount Computed by Applying Federal Statutory Rate to our Income Before Provision for Income Taxes and Provision for Income Taxes [Abstract] | |||
U.S. federal statutory tax rate | 21% | 21% | 21% |
Tax provision at statutory rate | $ (1,606) | $ (2,730) | $ (2,533) |
Foreign earnings at other than United States rates | 536 | 580 | 496 |
Net impact of intra-entity IP transfer | 0 | 2,266 | 0 |
State tax expense, net of federal benefit | (132) | (206) | (172) |
Settlements and releases from judicial decisions and statute expirations, net | (263) | (582) | (137) |
Tax contingency interest accrual, net | (44) | (55) | (163) |
Domestic tax contingency, net | (441) | (282) | (58) |
Federal research and development credit | (222) | (169) | (151) |
Stock-based compensation | 263 | 300 | 166 |
Other, net | 7 | 123 | 48 |
Total (provision for) benefit from income taxes | $ (932) | $ 747 | $ (1,928) |
INCOME TAXES - Components of De
INCOME TAXES - Components of Deferred Tax Liabilities and Assets (Details) - USD ($) $ in Millions | May 31, 2022 | May 31, 2021 |
Components of Deferred Tax Assets [Abstract] | ||
Accruals and allowances | $ 493 | $ 452 |
Employee compensation and benefits | 818 | 755 |
Differences in timing of revenue recognition | 623 | 547 |
Lease liabilities | 688 | 524 |
Basis of property, plant and equipment and intangible assets | 11,362 | 12,161 |
Tax credit and net operating loss carryforwards | 4,409 | 3,934 |
Total deferred tax assets | 18,534 | 18,373 |
Valuation allowance | (1,742) | (1,526) |
Total deferred tax assets, net | 16,792 | 16,847 |
Other | 141 | 0 |
Components of Deferred Tax Liabilities [Abstract] | ||
Unrealized gain on stock | (78) | (78) |
Acquired intangible assets | (126) | (266) |
GILTI deferred | (8,937) | (9,883) |
ROU assets | (668) | (488) |
Withholding taxes on foreign earnings | (232) | (195) |
Other | 0 | (165) |
Total deferred tax liabilities | (10,041) | (11,075) |
Net deferred tax assets | $ 6,751 | $ 5,772 |
INCOME TAXES - Components of _2
INCOME TAXES - Components of Deferred Tax Liabilities and Assets Continued (Details) - USD ($) $ in Millions | May 31, 2022 | May 31, 2021 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Non-current deferred tax assets | $ 12,782 | $ 13,636 |
Non-current deferred tax liabilities | (6,031) | (7,864) |
Net deferred tax assets | $ 6,751 | $ 5,772 |
INCOME TAXES - Gross Unrecogniz
INCOME TAXES - Gross Unrecognized Tax Benefits, Including Acquisitions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Gross Unrecognized Tax Benefits Including Acquisitions [Abstract] | |||
Gross unrecognized tax benefits as of June 1 | $ 6,912 | $ 6,972 | $ 6,348 |
Increases related to tax positions from prior fiscal years | 66 | 225 | 624 |
Decreases related to tax positions from prior fiscal years | (24) | (836) | (298) |
Increases related to tax positions taken during current fiscal year | 919 | 531 | 628 |
Settlements with tax authorities | (117) | (51) | (177) |
Lapses of statutes of limitation | (333) | (66) | (116) |
Cumulative translation adjustments and other, net | 137 | ||
Cumulative translation adjustments and other, net | (139) | (37) | |
Total gross unrecognized tax benefits as of May 31 | $ 7,284 | $ 6,912 | $ 6,972 |
SEGMENT INFORMATION Narrative (
SEGMENT INFORMATION Narrative (Details) | 12 Months Ended |
May 31, 2022 Business Segment | |
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 | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2020 | ||
Segment reporting information [Line Items] | ||||
Revenues | $ 42,440 | $ 40,479 | $ 39,068 | |
Cloud services and license support expenses | [1] | 5,213 | 4,353 | 4,006 |
Sales and marketing expenses | [1] | 8,047 | 7,682 | 8,094 |
Margin | 10,926 | 15,213 | 13,896 | |
Operating Segments [Member] | ||||
Segment reporting information [Line Items] | ||||
Revenues | [2] | 42,440 | 40,481 | 39,072 |
Expenses | 15,813 | 14,658 | 15,158 | |
Margin | [3] | 26,627 | 25,823 | 23,914 |
Operating Segments [Member] | Cloud and License [Member] | ||||
Segment reporting information [Line Items] | ||||
Revenues | [2] | 36,052 | 34,101 | 32,523 |
Cloud services and license support expenses | 4,915 | 4,133 | 3,803 | |
Sales and marketing expenses | 7,054 | 6,799 | 7,159 | |
Margin | [3] | 24,083 | 23,169 | 21,561 |
Operating Segments [Member] | Hardware [Member] | ||||
Segment reporting information [Line Items] | ||||
Revenues | 3,183 | 3,359 | 3,443 | |
Hardware products and support expenses | 944 | 945 | 1,084 | |
Sales and marketing expenses | 361 | 388 | 456 | |
Margin | [3] | 1,878 | 2,026 | 1,903 |
Operating Segments [Member] | Services [Member] | ||||
Segment reporting information [Line Items] | ||||
Revenues | 3,205 | 3,021 | 3,106 | |
Services expenses | 2,539 | 2,393 | 2,656 | |
Margin | [3] | $ 666 | $ 628 | $ 450 |
[1]Exclusive of amortization of intangible assets, which is shown separately.[2] Cloud and license revenues and total revenues presented for management reporting for fiscal 2021 and fiscal 2020 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 due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022. The table below provides a reconciliation of our total operating segment revenues to our total revenues as reported in our consolidated statements of operations for all periods presented The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating expenses or income, net . Refer to the table below for a reconciliation of our total margin for operating segments to our income before income taxes as reported per our consolidated statements of operations. |
SEGMENT INFORMATION RECONCILIAT
SEGMENT INFORMATION RECONCILIATION (Details) - USD ($) $ in Millions | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2020 | ||
Reconciliation of Operating Segment Revenues to Revenues [Abstract] | ||||
Total revenues | $ 42,440 | $ 40,479 | $ 39,068 | |
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract] | ||||
Total margin for operating segments | 10,926 | 15,213 | 13,896 | |
Total revenues | 42,440 | 40,479 | 39,068 | |
Research and development | (7,219) | (6,527) | (6,067) | |
General and administrative | (1,317) | (1,254) | (1,181) | |
Amortization of intangible assets | (1,150) | (1,379) | (1,586) | |
Acquisition related and other | (4,713) | (138) | (56) | |
Restructuring | (191) | (431) | (250) | |
Stock-based compensation for operating segments | (735) | (513) | (436) | |
Expense allocations and other, net | (376) | (366) | (438) | |
Interest expense | (2,755) | (2,496) | (1,995) | |
Non-operating (expenses) income, net | (522) | 282 | 162 | |
Income before income taxes | 7,649 | 12,999 | 12,063 | |
Operating Segments [Member] | ||||
Reconciliation of Operating Segment Revenues to Revenues [Abstract] | ||||
Total revenues | [1] | 42,440 | 40,481 | 39,072 |
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract] | ||||
Total margin for operating segments | [2] | 26,627 | 25,823 | 23,914 |
Total revenues | [1] | 42,440 | 40,481 | 39,072 |
Cloud and license revenues [Member] | ||||
Reconciliation of Operating Segment Revenues to Revenues [Abstract] | ||||
Total revenues | [1],[3] | 0 | (2) | (4) |
Reconciliation of Total Operating Segment Margin to Income Before Provision for Income Taxes [Abstract] | ||||
Total revenues | [1],[3] | $ 0 | $ (2) | $ (4) |
[1] Cloud and license revenues and total revenues presented for management reporting for fiscal 2021 and fiscal 2020 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 due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022. The table below provides a reconciliation of our total operating segment revenues to our total revenues as reported in our consolidated statements of operations for all periods presented The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating expenses or income, net . Refer to the table below for a reconciliation of our total margin for operating segments to our income before income taxes as reported per our consolidated statements of operations. |
SUMMARY OF TOTAL REVENUES BY GE
SUMMARY OF TOTAL REVENUES BY GEOGRAPHIC REGION (Details) - USD ($) $ in Millions | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2020 | ||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 42,440 | $ 40,479 | $ 39,068 | |
Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 23,679 | 21,828 | 21,563 | |
EMEA [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | [1] | 12,011 | 11,894 | 11,035 |
Asia Pacific [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 6,750 | $ 6,757 | $ 6,470 | |
[1] Comprised of Europe, the Middle East and Africa |
SUMMARY OF CLOUD SERVICES AND L
SUMMARY OF CLOUD SERVICES AND LICENSE SUPPORT REVENUES BY ECOSYSTEMS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 42,440 | $ 40,479 | $ 39,068 |
Applications Cloud Services and License Support [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 12,612 | 11,712 | 11,015 |
Infrastructure Cloud Services and License Support [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 17,562 | 16,988 | 16,377 |
Cloud services and license support [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 30,174 | $ 28,700 | $ 27,392 |
SEGMENT INFORMATION Continued (
SEGMENT INFORMATION Continued (Details) - USD ($) $ in Millions | 3 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2020 | ||
Revenues from external customers and long lived assets [Line Items] | ||||
Revenues | $ 42,440 | $ 40,479 | $ 39,068 | |
Long-Lived Assets | [1] | 16,144 | 11,385 | 9,703 |
United States [Member] | ||||
Revenues from external customers and long lived assets [Line Items] | ||||
Revenues | 20,246 | 18,734 | 18,428 | |
Long-Lived Assets | [1] | 10,300 | 6,826 | 6,012 |
United Kingdom [Member] | ||||
Revenues from external customers and long lived assets [Line Items] | ||||
Revenues | 2,335 | 2,110 | 1,904 | |
Long-Lived Assets | [1] | 805 | 685 | 472 |
Japan [Member] | ||||
Revenues from external customers and long lived assets [Line Items] | ||||
Revenues | 1,847 | 1,988 | 1,977 | |
Long-Lived Assets | [1] | 788 | 650 | 655 |
Germany [Member] | ||||
Revenues from external customers and long lived assets [Line Items] | ||||
Revenues | 1,799 | 1,744 | 1,510 | |
Long-Lived Assets | [1] | 813 | 561 | 418 |
Canada [Member] | ||||
Revenues from external customers and long lived assets [Line Items] | ||||
Revenues | 1,347 | 1,281 | 1,162 | |
Long-Lived Assets | [1] | 298 | 199 | 169 |
Other countries [Member] | ||||
Revenues from external customers and long lived assets [Line Items] | ||||
Revenues | 14,866 | 14,622 | 14,087 | |
Long-Lived Assets | [1] | $ 3,140 | $ 2,464 | $ 1,977 |
[1]Long-lived assets exclude goodwill, intangible assets, equity investments and deferred taxes, which are not allocated to specific geographic locations as it is impracticable to do so. |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2020 | ||
Earnings Per Share [Abstract] | ||||
Net income | $ 6,717 | $ 13,746 | $ 10,135 | |
Weighted average common shares outstanding | 2,700 | 2,945 | 3,211 | |
Dilutive effect of employee stock plans | 86 | 77 | 83 | |
Dilutive weighted average common shares outstanding | 2,786 | 3,022 | 3,294 | |
Basic earnings per share | $ 2.49 | $ 4.67 | $ 3.16 | |
Diluted earnings per share | $ 2.41 | $ 4.55 | $ 3.08 | |
Shares subject to anti-dilutive restricted stock-based awards and stock options excluded from calculation | [1] | 34 | 36 | 56 |
[1]Substantially all of these weighted shares related to contingently issuable shares pursuant to PSO arrangements that could be dilutive in the future. See Note 12 for information regarding the exercise prices of our outstanding, unexercised stock options. |
LEGAL PROCEEDINGS (Details)
LEGAL PROCEEDINGS (Details) - Hewlett-Packard Litigation [Member] - USD ($) $ in Billions | 12 Months Ended | |
Jun. 30, 2016 | May 31, 2022 | |
Legal Proceedings [Line Items] | ||
Damages awarded, value | $ 3 | |
Damages paid, value | $ 3 | |
Damages paid, value, interest portion | $ 1.7 |
SUBSEQUENT EVENTS Narrative (De
SUBSEQUENT EVENTS Narrative (Details) - USD ($) | Jun. 08, 2022 | Mar. 08, 2022 |
Bridge Credit Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Revolving credit facility | $ 15,700,000,000 | |
Revolving credit facility, expiration date | Mar. 07, 2023 | |
Cerner Corporation [Member] | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Business combination, senior notes and other borrowings assumed | $ 1,600,000,000 | |
Business combination, assumed senior notes and other borrowings, repaid | 1,500,000,000 | |
Cerner Corporation [Member] | Bridge Credit Agreement [Member] | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Revolving credit facility | $ 15,700,000,000 | |
Revolving credit facility, expiration date | Mar. 07, 2023 |