United States securities and exchange commission logo
October 6, 2023
Safra Catz
Chief Executive Officer
Oracle Corporation
2300 Oracle Way
Austin, Texas 78741
Re: Oracle Corporation
Form 10-K for
Fiscal Year Ended May 31, 2023
Response Dated
September 19, 2023
File No. 001-35992
Dear Safra Catz:
We have reviewed your September 19, 2023 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our August 21,
2023 letter.
Form 10-K for Fiscal Year Ended May 31, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
35
1. We note your response
to prior comment 2. Please further address the following:
Your response
that you have not seen or identified any material indirect
consequences of
climate-related regulation or business trends appears conclusory in
nature. In this
regard, we note disclosure in your Form 10-K cited in response to prior
comment 1,
including that Regulatory, market, and competitive pressures regarding
the greenhouse gas
emissions and energy mix for our data center operations may also
grow, and on
page 4 regarding increased customer demand for Oracle Cloud
Services. Tell us
more about how you evaluated the indirect consequences of climate-
Safra Catz
Oracle Corporation
October 6, 2023
Page 2
related regulation and business trends and how you concluded they
are not material,
providing support for your determinations.
According to your response, you (i) believe customers purchase
your products and
services for a wide variety of reasons, (ii) do not believe you
have experienced
decreased demand for products or services that produce
significant greenhouse gas
emissions or are related to carbon-based energy sources, (iii)
have not identified
emissions as a driver of demand, (iv) are not aware of energy
efficiency being a
primary consideration, and (v) are not able to isolate the extent
to which any single
factor affects customers decisions. Tell us more about your
actual experience
regarding climate-related changes in demand and competition,
including how you
have identified or become aware of them. Explain the difficulty
you have experienced
in isolating climate-related factors from the other factors noted
in your response, and
tell us how you considered disclosing the related uncertainties
in evaluating climate-
related business trends.
Your response indicates that you believe your offerings could
support customers
achievement of environmental sustainability goals, both through
transition to the
cloud and through various cloud solutions. We also note
disclosure on page 5 of your
Form 10-K indicating that cloud service revenues represented 32%,
25%, and 22% of
total revenues in fiscal 2023, 2022, and 2021. Tell us how you
evaluated the
materiality of these potential opportunities for purposes of
disclosure.
Your response indicates that your cloud services used 81%
renewable energy in 2023,
with the goal of reaching 100% renewable energy across your
commercial portfolio
by the end of 2025. Provide us with additional information
regarding the steps you
have taken and expect to take in connection with your renewable
energy goal. Include
quantification of the costs incurred during the periods covered
by your Form 10-K
and expected to be incurred in future periods, and tell us how
you assessed
materiality.
2. Your response to prior comment 3 indicates that (i) your properties and
operations
experienced limited weather-related impacts during the periods covered
by the Form 10-K
and (ii) you did not identify any weather-related impacts on your
customers or suppliers
during these periods that had a material impact on your operations or
results. Please
provide more information regarding these impacts on you, your customers,
and your
suppliers and tell us how you evaluated materiality, including by
providing the
quantification
FirstName requested
LastNameSafra Catzby our prior comment.
Comapany
3. NameOracle
We note Corporation
your response to prior comment 4 and reissue it in part.
Please provide the
quantitative information
October 6, 2023 Page 2 requested by our comment for future periods.
FirstName LastName
Safra Catz
FirstName LastNameSafra Catz
Oracle Corporation
Comapany
October NameOracle Corporation
6, 2023
October
Page 3 6, 2023 Page 3
FirstName LastName
Please contact Charli Gibbs-Tabler at 202-551-6388 or Jennifer Angelini
at 202-551-
3047 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Maria Smith