Form 8-K ORACLE CORP For: Jun 17

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2015

Oracle Corporation

(Exact name of registrant as specified in its charter)

 

Delaware		001-35992		54-2185193
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

500 Oracle Parkway, Redwood City, California 94065

(Address of principal executive offices) (Zip Code)

(650) 506-7000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Table of Contents

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition

Item 8.01 Other Events

Item 9.01 Financial Statements and Exhibits

SIGNATURE

EXHIBIT LIST

EXHIBIT 99.1

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Table of Contents

Section 2—Financial Information

Item 2.02 Results of Operations and Financial Condition

On June 17, 2015, Oracle Corporation issued a press release announcing financial results for its fiscal fourth quarter and fiscal year ended May 31, 2015. A copy of this press release is furnished as Exhibit 99.1 to this report.

Section 8—Other Events

Item 8.01 Other Events

Oracle Corporation announced that its Board of Directors has declared a cash dividend of $0.15 per share of outstanding common stock payable on July 29, 2015, to stockholders of record as of the close of business on July 8, 2015.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.		Description of Exhibit
99.1		Press Release dated June 17, 2015

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Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				ORACLE CORPORATION
Dated: June 17, 2015				By:		/S/ WILLIAM COREY WEST
						William Corey West Executive Vice President, Corporate Controller and Chief Accounting Officer

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Table of Contents

EXHIBIT LIST

 

Exhibit No.		Description of Exhibit
99.1		Press Release dated June 17, 2015

Exhibit 99.1

 

For Immediate Release

 

Contact:		Ken Bond		Deborah Hellinger
		Oracle Investor Relations		Oracle Corporate Communications
		1.650.607.0349		1.212.508.7935
		[email protected]		[email protected]

TOTAL CLOUD REVENUES UP 28% BUT WOULD HAVE BEEN UP 34% IN CONSTANT CURRENCY

Total Revenues Down 5% to $10.7 Billion but Would Have Been Up 3% in Constant Currency

REDWOOD SHORES, Calif., June 17, 2015 — Oracle Corporation (NYSE: ORCL) today announced fiscal 2015 Q4 results. The results were significantly impacted by the strengthening of the U.S. dollar compared to foreign currencies. Total Q4 Revenues were $10.7 billion, down 5% but would have been up 3% without the strengthening of the U.S. dollar. Software and Cloud Revenues were $8.4 billion, down 6%, but up 2% in constant currency. Cloud software as a service (SaaS) and platform as a service (PaaS) revenues were $416 million, growing 29%, and up 35% in constant currency. Cloud infrastructure as a service (IaaS) revenues were $160 million, growing 25%, and up 31% in constant currency. Hardware Systems Revenues were $1.4 billion, down 4%, but up 5% in constant currency.

Q4 Operating Income was $4.0 billion, and the Operating Margin was 37%. Non-GAAP Operating Income was $5.0 billion, and the non-GAAP Operating Margin was 46%. Net Income was $2.8 billion while non-GAAP Net Income was $3.5 billion. Earnings Per Share was $0.62, down 23%, and down 12% in constant currency, while non-GAAP Earnings Per Share was $0.78, down 14%, and down 5% in constant currency.

Short-term Deferred revenues were $7.2 billion, slightly down, but up 9% in constant currency compared with a year ago. Operating Cash Flow on a trailing twelve-month basis was $14.3 billion.

For fiscal year 2015, Total Revenues were $38.2 billion, essentially unchanged, but up 4% in constant currency. Software and Cloud Revenues were $29.5 billion, up 1%, and up 5% in constant currency. Cloud SaaS and PaaS revenues were $1.5 billion, up 32%, and up 35% in constant currency. Cloud IaaS revenues were $608 million, up 33%, and up 36% in constant currency. Total Hardware System Revenues were $5.2 billion, down 3%, but up 2% in constant currency. Operating Income was $13.9 billion, and the Operating Margin was 36%. Non-GAAP Operating Income was

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$17.4 billion, and non-GAAP Operating Margin was 45%. Net Income was $9.9 billion, while non-GAAP Net Income was $12.5 billion. Earnings Per Share was $2.21, down 7%, but unchanged in constant currency. Non-GAAP Earnings Per Share was $2.77 down 3%, but up 2% in constant currency.

“We sold an astonishing $426 million of new SaaS and PaaS annually recurring cloud subscription revenue in Q4,” said Oracle CEO, Safra Catz. “We expect our rapidly increasing cloud sales to quickly translate into significantly more revenue and profits for Oracle Corporation. For example, SaaS and PaaS revenues grew at a 34% constant currency rate in our just completed Q4, but we expect that revenue growth rate to jump to around 60% in constant currency this new fiscal year.”

“Coming into Q4, we forecast selling $300 million of new SaaS and PaaS annual recurring revenue,” said Oracle CEO, Mark Hurd. “We dramatically beat that forecast by selling a cloud industry all-time-record amount of $426 million of new SaaS and PaaS business. That is a year-over-year bookings growth rate of over 200%. As our multi-billion dollar cloud business gets bigger, our SaaS and PaaS revenue growth rates are on their way up to 60% in constant currency. Compare this to our primary cloud competitors’ whose own revenue growth forecasts are on their way down to 44% and 22%.”

“We expect to book between $1.5 and $2.0 billion of new SaaS and PaaS business this fiscal year,” said Oracle Executive Chairman and CTO Larry Ellison. “That means Oracle would sell more new SaaS and PaaS business than salesforce.com plans to sell in their current fiscal year – the only remaining question is how much more. Oracle’s planned SaaS and PaaS revenue growth rate is around 60% in constant currency; salesforce.com has a planned growth rate of around 20%. When you contrast those growth rates it becomes clear that Oracle is on its way to becoming the world’s largest enterprise cloud company.”

The Board of Directors also declared a quarterly cash dividend of $0.15 per share of outstanding common stock. This dividend will be paid to stockholders of record as of the close of business on July 8, 2015, with a payment date of July 29, 2015.

Q4 Fiscal 2015 Earnings Conference Call and Webcast

Oracle will hold a conference call and webcast today to discuss these results at 2:00 p.m. Pacific. You may listen to the call by dialing (816) 287-5563, Passcode: 425392. To access the live

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webcast of this event, please visit the Oracle Investor Relations website at http://www.oracle.com/investor. In addition, Oracle’s Q4 results and Fiscal 2015 financial tables are available on the Oracle Investor Relations website.

A replay of the conference call will also be available by dialing (855) 859-2056 or (404) 537-3406, Pass Code: 62149434.

About Oracle

Oracle engineers hardware and software to work together in the cloud and in your data center. For more information about Oracle (NYSE: ORCL), visit www.oracle.com or contact Investor Relations at [email protected] or (650) 506-4073.

# # #

Trademarks

Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners.

“Safe Harbor” Statement: Statements in this press release relating to Oracle’s future plans, expectations, beliefs, intentions and prospects, including statements regarding our expectations of future revenues and profits from our cloud business, our expected future bookings and the growth rates for such business, are “forward-looking statements” and are subject to material risks and uncertainties. Many factors could affect our current expectations and our actual results, and could cause actual results to differ materially. We presently consider the following to be among the important factors that could cause actual results to differ materially from expectations: (1) Economic, geopolitical and market conditions, including the continued slow economic recovery in the U.S. and other parts of the world, can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price. (2) We may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, fluctuations in currency exchange rates, delays in delivery of new products or releases or a decline in our renewal rates for support contracts. (3) Our cloud computing strategy, including our Oracle Cloud SaaS, PaaS, IaaS and our new Oracle Cloud database as a service offerings, may not be successful. (4) If we are unable to develop new or sufficiently differentiated products and services, or to enhance and improve our products and support services in a timely manner or to position and/or price our products and services to meet market demand, customers may not buy new software licenses, cloud software subscriptions or hardware systems products or purchase or renew support contracts. (5) Our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses. (6) If the security measures for our software, hardware, services or Oracle Cloud offerings are compromised or if such offerings contain significant coding, manufacturing or configuration errors, we may experience reputational harm, legal claims and financial exposure. (7) We have an active acquisition program and our acquisitions may not be successful, may involve unanticipated costs or other integration

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issues or may disrupt our existing operations. A detailed discussion of these factors and other risks that affect our business is contained in our SEC filings, including our most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.” Copies of these filings are available online from the SEC or by contacting Oracle Corporation’s Investor Relations Department at (650) 506-4073 or by clicking on SEC Filings on Oracle’s Investor Relations website at http://www.oracle.com/investor. All information set forth in this press release is current as of June 17, 2015. Oracle undertakes no duty to update any statement in light of new information or future events.

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ORACLE CORPORATION

Q4 FISCAL 2015 FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in millions, except per share data)

 

		Three Months Ended May 31,																% Increase				% Increase (Decrease)
		2015				% of Revenues				2014				% of Revenues				(Decrease) in US $				in Constant Currency (1)
REVENUES
New software licenses		$	3,138				29%			$	3,769				33%				(17%	)			(10%	)
Cloud software as a service and platform as a service			416				4%				322				3%				29%				35%
Cloud infrastructure as a service			160				1%				128				1%				25%				31%
Software license updates and product support			4,686				44%				4,695				42%				0%				8%
Software and Cloud Revenues			8,400				78%				8,914				79%				(6%	)			2%
Hardware systems products			818				8%				870				8%				(6%	)			3%
Hardware systems support			589				6%				596				5%				(1%	)			7%
Hardware Systems Revenues			1,407				14%				1,466				13%				(4%	)			5%
Services Revenues			899				8%				940				8%				(4%	)			5%
Total Revenues			10,706				100%				11,320				100%				(5%	)			3%
OPERATING EXPENSES
Sales and marketing			2,212				21%				2,241				20%				(1%	)			6%
Cloud software as a service and platform as a service			256				2%				137				1%				86%				97%
Cloud infrastructure as a service			90				1%				84				1%				7%				11%
Software license updates and product support			331				3%				303				3%				9%				19%
Hardware systems products			438				4%				443				4%				(1%	)			9%
Hardware systems support			188				2%				205				2%				(9%	)			(1%	)
Services			750				7%				759				7%				(1%	)			8%
Research and development			1,435				13%				1,349				12%				6%				9%
General and administrative			278				3%				265				2%				5%				11%
Amortization of intangible assets			507				5%				568				5%				(11%	)			(11%	)
Acquisition related and other			200				2%				20				0%				895%				900%
Restructuring			39				0%				37				0%				6%				27%
Total Operating Expenses			6,724				63%				6,411				57%				5%				11%
OPERATING INCOME			3,982				37%				4,909				43%				(19%	)			(9%	)
Interest expense			(325	)			(3%	)			(239	)			(2%	)			36%				36%
Non-operating income (expense), net			40				1%				(81	)			0%				150%				149%
INCOME BEFORE PROVISION FOR INCOME TAXES			3,697				35%				4,589				41%				(19%	)			(9%	)
Provision for income taxes			939				9%				943				9%				0%				13%
NET INCOME		$	2,758				26%			$	3,646				32%				(24%	)			(14%	)
EARNINGS PER SHARE:
Basic		$	0.63							$	0.81
Diluted		$	0.62							$	0.80
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic			4,359								4,475
Diluted			4,463								4,569

 

(1)

We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rates in effect on May 31, 2014, which was the last day of our prior fiscal year, rather than the actual exchange rates in effect during the respective periods. Movements in international currencies relative to the United States dollar during the three months ended May 31, 2015 compared with the corresponding prior year period decreased our revenues by 8 percentage points, operating expenses by 6 percentage points and operating income by 10 percentage points.

 

1

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ORACLE CORPORATION

Q4 FISCAL 2015 FINANCIAL RESULTS

RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (1)

($ in millions, except per share data)

 

		Three Months Ended May 31,																								% Increase (Decrease) in US $								% Increase (Decrease) in Constant Currency (2)
		2015 GAAP				Adj.				2015 Non-GAAP				2014 GAAP				Adj.				2014 Non-GAAP				GAAP				Non-GAAP				GAAP				Non-GAAP
TOTAL REVENUES (3) (4) (5)		$	10,706			$	6			$	10,712			$	11,320			$	6			$	11,326				(5%	)			(5%	)			3%				3%
TOTAL SOFTWARE AND CLOUD REVENUES (3) (4)		$	8,400			$	5			$	8,405			$	8,914			$	5			$	8,919				(6%	)			(6%	)			2%				2%
New software licenses			3,138				—				3,138				3,769				—				3,769				(17%	)			(17%	)			(10%	)			(10%	)
Cloud software as a service and platform as a service (3)			416				3				419				322				5				327				29%				28%				35%				34%
Cloud infrastructure as a service			160				—				160				128				—				128				25%				25%				31%				31%
Software license updates and product support (4)			4,686				2				4,688				4,695				—				4,695				0%				0%				8%				8%
TOTAL HARDWARE SYSTEMS REVENUES (5)		$	1,407			$	1			$	1,408			$	1,466			$	1			$	1,467				(4%	)			(4%	)			5%				5%
Hardware systems products			818				—				818				870				—				870				(6%	)			(6%	)			3%				3%
Hardware systems support (5)			589				1				590				596				1				597				(1%	)			(1%	)			7%				7%
TOTAL OPERATING EXPENSES		$	6,724			$	(990	)		$	5,734			$	6,411			$	(841	)		$	5,570				5%				3%				11%				10%
Stock-based compensation (6)			244				(244	)			—				216				(216	)			—				13%				*				13%				*
Amortization of intangible assets (7)			507				(507	)			—				568				(568	)			—				(11%	)			*				(11%	)			*
Acquisition related and other			200				(200	)			—				20				(20	)			—				895%				*				900%				*
Restructuring			39				(39	)			—				37				(37	)			—				6%				*				27%				*
OPERATING INCOME		$	3,982			$	996			$	4,978			$	4,909			$	847			$	5,756				(19%	)			(14%	)			(9%	)			(5%	)
OPERATING MARGIN %			37%								46%				43%								51%				(617) bp.				(435) bp.				(483) bp.				(365) bp.
INCOME TAX EFFECTS (8)		$	939			$	258			$	1,197			$	943			$	308			$	1,251				0%				(4%	)			13%				6%
NET INCOME		$	2,758			$	738			$	3,496			$	3,646			$	539			$	4,185				(24%	)			(16%	)			(14%	)			(8%	)
DILUTED EARNINGS PER SHARE		$	0.62							$	0.78			$	0.80							$	0.92				(23%	)			(14%	)			(12%	)			(5%	)
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING			4,463				—				4,463				4,569				—				4,569				(2%	)			(2%	)			(2%	)			(2%	)

 

(1)

This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.

 

(2)

We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rates in effect on May 31, 2014, which was the last day of our prior fiscal year, rather than the actual exchange rates in effect during the respective periods.

 

(3)	As of May 31, 2015, approximately $4 million in estimated revenues related to assumed cloud software as a service and platform as a service contracts will not be recognized for fiscal 2016 due to business combination accounting rules.

 

(4)	As of May 31, 2015, approximately $2 million in estimated revenues related to assumed software license updates and product support contracts will not be recognized for fiscal 2016 due to business combination accounting rules.

 

(5)	As of May 31, 2015, approximately $1 million in estimated revenues related to hardware systems support contracts will not be recognized for fiscal 2016 due to business combination accounting rules.

 

(6)	Stock-based compensation was included in the following GAAP operating expense categories:

 

		Three Months Ended May 31, 2015												Three Months Ended May 31, 2014
		GAAP				Adj.				Non-GAAP				GAAP				Adj.				Non-GAAP
Sales and marketing		$	49			$	(49	)		$	—			$	46			$	(46	)		$	—
Cloud software as a service and platform as a service			3				(3	)			—				3				(3	)			—
Cloud infrastructure as a service			1				(1	)			—				1				(1	)			—
Software license updates and product support			6				(6	)			—				6				(6	)			—
Hardware systems products			2				(2	)			—				1				(1	)			—
Hardware systems support			2				(2	)			—				1				(1	)			—
Services			8				(8	)			—				12				(12	)			—
Research and development			142				(142	)			—				101				(101	)			—
General and administrative			31				(31	)			—				45				(45	)			—
Subtotal			244				(244	)			—				216				(216	)			—
Acquisition related and other			—				—				—				7				(7	)			—
Total stock-based compensation		$	244			$	(244	)		$	—			$	223			$	(223	)		$	—

 

(7)	Estimated future annual amortization expense related to intangible assets as of May 31, 2015 was as follows:

 

Fiscal 2016		$	1,624
Fiscal 2017			995
Fiscal 2018			848
Fiscal 2019			742
Fiscal 2020			598
Thereafter			1,599
Total intangible assets, net		$	6,406

 

(8)

Income tax effects were calculated reflecting an effective GAAP tax rate of 25.4% and 20.5% in the fourth quarter of fiscal 2015 and 2014, respectively, and an effective non-GAAP tax rate of 25.5% and 23.0% in the fourth quarter of fiscal 2015 and 2014, respectively. The difference between our GAAP and non-GAAP tax rates in the fourth quarter of fiscal 2014 was primarily due to the net tax effects of acquisition related items, including the tax effects of amortization of intangible assets.

 

*	Not meaningful

 

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ORACLE CORPORATION

FISCAL 2015 YEAR TO DATE FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in millions, except per share data)

 

		Year Ended May 31,																% Increase (Decrease) in US $				% Increase (Decrease) in Constant Currency (1)
		2015				% of Revenues				2014				% of Revenues
REVENUES
New software licenses		$	8,535				22%			$	9,416				25%				(9%	)			(4%	)
Cloud software as a service and platform as a service			1,485				4%				1,121				3%				32%				35%
Cloud infrastructure as a service			608				2%				456				1%				33%				36%
Software license updates and product support			18,847				49%				18,206				47%				4%				8%
Software and Cloud Revenues			29,475				77%				29,199				76%				1%				5%
Hardware systems products			2,825				8%				2,976				8%				(5%	)			0%
Hardware systems support			2,380				6%				2,396				6%				(1%	)			4%
Hardware Systems Revenues			5,205				14%				5,372				14%				(3%	)			2%
Services Revenues			3,546				9%				3,704				10%				(4%	)			0%
Total Revenues			38,226				100%				38,275				100%				0%				4%
OPERATING EXPENSES
Sales and marketing			7,655				20%				7,567				20%				1%				6%
Cloud software as a service and platform as a service			773				2%				455				1%				70%				75%
Cloud infrastructure as a service			344				1%				308				1%				12%				14%
Software license updates and product support			1,199				3%				1,162				3%				3%				8%
Hardware systems products			1,471				4%				1,521				4%				(3%	)			3%
Hardware systems support			816				2%				836				2%				(2%	)			2%
Services			2,929				8%				2,954				8%				(1%	)			4%
Research and development			5,524				14%				5,151				13%				7%				8%
General and administrative			1,077				3%				1,038				3%				4%				7%
Amortization of intangible assets			2,149				5%				2,300				6%				(7%	)			(7%	)
Acquisition related and other			211				1%				41				0%				412%				411%
Restructuring			207				1%				183				0%				14%				22%
Total Operating Expenses			24,355				64%				23,516				61%				4%				7%
OPERATING INCOME			13,871				36%				14,759				39%				(6%	)			0%
Interest expense			(1,143	)			(3%	)			(914	)			(3%	)			25%				25%
Non-operating income (expense), net			106				0%				(141	)			0%				175%				187%
INCOME BEFORE PROVISION FOR INCOME TAXES			12,834				33%				13,704				36%				(6%	)			1%
Provision for income taxes			2,896				7%				2,749				7%				5%				13%
NET INCOME		$	9,938				26%			$	10,955				29%				(9%	)			(2%	)
EARNINGS PER SHARE:
Basic		$	2.26							$	2.42
Diluted		$	2.21							$	2.38
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic			4,404								4,528
Diluted			4,503								4,604

 

(1)

We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rates in effect on May 31, 2014, which was the last day of our prior fiscal year, rather than the actual exchange rates in effect during the respective periods. Movements in international currencies relative to the United States dollar during the year ended May 31, 2015 compared with the corresponding prior year period decreased our revenues by 4 percentage points, operating expenses by 3 percentage points and operating income by 6 percentage points.

 

3

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ORACLE CORPORATION

FISCAL 2015 YEAR TO DATE FINANCIAL RESULTS

RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (1)

($ in millions, except per share data)

 

		Year Ended May 31,																								% Increase (Decrease) in US $								% Increase (Decrease) in Constant Currency (2)
		2015 GAAP				Adj.				2015 Non-GAAP				2014 GAAP				Adj.				2014 Non-GAAP				GAAP				Non-GAAP				GAAP				Non-GAAP
TOTAL REVENUES (3) (4) (5)		$	38,226			$	27			$	38,253			$	38,275			$	31			$	38,306				0%				0%				4%				4%
TOTAL SOFTWARE AND CLOUD REVENUES (3) (4)		$	29,475			$	23			$	29,498			$	29,199			$	20			$	29,219				1%				1%				5%				5%
New software licenses			8,535				—				8,535				9,416				—				9,416				(9%	)			(9%	)			(4%	)			(4%	)
Cloud software as a service and platform as a service (3)			1,485				12				1,497				1,121				17				1,138				32%				32%				35%				34%
Cloud infrastructure as a service			608				—				608				456				—				456				33%				33%				36%				36%
Software license updates and product support (4)			18,847				11				18,858				18,206				3				18,209				4%				4%				8%				8%
TOTAL HARDWARE SYSTEMS REVENUES (5)		$	5,205			$	4			$	5,209			$	5,372			$	11			$	5,383				(3%	)			(3%	)			2%				1%
Hardware systems products			2,825				—				2,825				2,976				—				2,976				(5%	)			(5%	)			0%				0%
Hardware systems support (5)			2,380				4				2,384				2,396				11				2,407				(1%	)			(1%	)			4%				3%
TOTAL OPERATING EXPENSES		$	24,355			$	(3,495	)		$	20,860			$	23,516			$	(3,319	)		$	20,197				4%				3%				7%				7%
Stock-based compensation (6)			928				(928	)			—				795				(795	)			—				17%				*				17%				*
Amortization of intangible assets (7)			2,149				(2,149	)			—				2,300				(2,300	)			—				(7%	)			*				(7%	)			*
Acquisition related and other			211				(211	)			—				41				(41	)			—				412%				*				411%				*
Restructuring			207				(207	)			—				183				(183	)			—				14%				*				22%				*
OPERATING INCOME		$	13,871			$	3,522			$	17,393			$	14,759			$	3,350			$	18,109				(6%	)			(4%	)			0%				1%
OPERATING MARGIN %			36%								45%				39%								47%				(227) bp.				(180) bp.				(146) bp.				(135) bp.
INCOME TAX EFFECTS (8)		$	2,896			$	971			$	3,867			$	2,749			$	1,091			$	3,840				5%				1%				13%				7%
NET INCOME		$	9,938			$	2,551			$	12,489			$	10,955			$	2,259			$	13,214				(9%	)			(5%	)			(2%	)			0%
DILUTED EARNINGS PER SHARE		$	2.21							$	2.77			$	2.38							$	2.87				(7%	)			(3%	)			0%				2%
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING			4,503				—				4,503				4,604				—				4,604				(2%	)			(2%	)			(2%	)			(2%	)

 

(1)

This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.

 

(2)

We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rates in effect on May 31, 2014, which was the last day of our prior fiscal year, rather than the actual exchange rates in effect during the respective periods.

 

(3)	As of May 31, 2015, approximately $4 million in estimated revenues related to assumed cloud software as a service and platform as a service contracts will not be recognized for fiscal 2016 due to business combination accounting rules.

 

(4)	As of May 31, 2015, approximately $2 million in estimated revenues related to assumed software license updates and product support contracts will not be recognized for fiscal 2016 due to business combination accounting rules.

 

(5)	As of May 31, 2015, approximately $1 million in estimated revenues related to hardware systems support contracts will not be recognized for fiscal 2016 due to business combination accounting rules.

 

(6)	Stock-based compensation was included in the following GAAP operating expense categories:

 

		Year Ended May 31, 2015												Year Ended May 31, 2014
		GAAP				Adj.				Non-GAAP				GAAP				Adj.				Non-GAAP
Sales and marketing		$	180			$	(180	)		$	—			$	165			$	(165	)		$	—
Cloud software as a service and platform as a service			10				(10	)			—				8				(8	)			—
Cloud infrastructure as a service			5				(5	)			—				4				(4	)			—
Software license updates and product support			21				(21	)			—				22				(22	)			—
Hardware systems products			6				(6	)			—				5				(5	)			—
Hardware systems support			6				(6	)			—				6				(6	)			—
Services			30				(30	)			—				29				(29	)			—
Research and development			522				(522	)			—				385				(385	)			—
General and administrative			148				(148	)			—				171				(171	)			—
Subtotal			928				(928	)			—				795				(795	)			—
Acquisition related and other			5				(5	)			—				10				(10	)			—
Total stock-based compensation		$	933			$	(933	)		$	—			$	805			$	(805	)		$	—

 

(7)	Estimated future annual amortization expense related to intangible assets as of May 31, 2015 was as follows:

 

Fiscal 2016		$	1,624
Fiscal 2017			995
Fiscal 2018			848
Fiscal 2019			742
Fiscal 2020			598
Thereafter			1,599
Total intangible assets, net		$	6,406

 

(8)

Income tax effects were calculated reflecting an effective GAAP tax rate of 22.6% and 20.1% in fiscal 2015 and 2014, respectively, and an effective non-GAAP tax rate of 23.6% and 22.5% in fiscal 2015 and 2014, respectively. The differences between our GAAP and non-GAAP tax rates in fiscal 2015 and 2014 were primarily due to the net tax effects of acquisition related items, primarily the tax effects of amortization of intangible assets.

 

*	Not meaningful

 

4

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ORACLE CORPORATION

FISCAL 2015 FINANCIAL RESULTS

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in millions)

 

		May 31, 2015				May 31, 2014
ASSETS
Current Assets:
Cash and cash equivalents		$	21,716			$	17,769
Marketable securities			32,652				21,050
Trade receivables, net			5,618				6,087
Inventories			314				189
Deferred tax assets			663				914
Prepaid expenses and other current assets			2,220				2,119
Total Current Assets			63,183				48,128
Non-Current Assets:
Property, plant and equipment, net			3,686				3,061
Intangible assets, net			6,406				6,137
Goodwill			34,087				29,652
Deferred tax assets			795				837
Other assets			2,746				2,451
Total Non-Current Assets			47,720				42,138
TOTAL ASSETS		$	110,903			$	90,266
LIABILITIES AND EQUITY
Current Liabilities:
Notes payable, current		$	1,999			$	1,508
Accounts payable			806				471
Accrued compensation and related benefits			1,839				1,940
Income taxes payable			532				416
Deferred revenues			7,245				7,269
Other current liabilities			2,870				2,785
Total Current Liabilities			15,291				14,389
Non-Current Liabilities:
Notes payable, non-current			39,959				22,589
Income taxes payable			4,386				4,184
Other non-current liabilities			2,169				1,657
Total Non-Current Liabilities			46,514				28,430
Equity			49,098				47,447
TOTAL LIABILITIES AND EQUITY		$	110,903			$	90,266

 

5

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ORACLE CORPORATION

FISCAL 2015 FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in millions)

 

		Year Ended May 31,
		2015				2014
Cash Flows From Operating Activities:
Net income		$	9,938			$	10,955
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			712				608
Amortization of intangible assets			2,149				2,300
Deferred income taxes			(548	)			(248	)
Stock-based compensation			933				805
Tax benefits on the exercise of stock options and vesting of restricted stock-based awards			396				480
Excess tax benefits on the exercise of stock options and vesting of restricted stock-based awards			(244	)			(250	)
Other, net			327				311
Changes in operating assets and liabilities, net of effects from acquisitions:
Decrease in trade receivables, net			264				146
(Increase) decrease in inventories			(96	)			57
Increase in prepaid expenses and other assets			(387	)			(143	)
Increase in accounts payable and other liabilities			247				48
Decrease in income taxes payable			(10	)			(320	)
Increase in deferred revenues			655				172
Net cash provided by operating activities			14,336				14,921
Cash Flows From Investing Activities:
Purchases of marketable securities and other investments			(31,421	)			(32,316	)
Proceeds from maturities and sales of marketable securities and other investments			20,004				28,845
Acquisitions, net of cash acquired			(6,239	)			(3,488	)
Capital expenditures			(1,391	)			(580	)
Net cash used for investing activities			(19,047	)			(7,539	)
Cash Flows From Financing Activities:
Payments for repurchases of common stock			(8,087	)			(9,813	)
Proceeds from issuances of common stock			1,802				2,135
Payments of dividends to stockholders			(2,255	)			(2,178	)
Proceeds from borrowings, net of issuance costs			19,842				5,566
Repayments of borrowings			(1,500	)			—
Excess tax benefits on the exercise of stock options and vesting of restricted stock-based awards			244				250
Distributions to noncontrolling interests			(196	)			(28	)
Net cash provided by (used for) financing activities			9,850				(4,068	)
Effect of exchange rate changes on cash and cash equivalents			(1,192	)			(158	)
Net increase in cash and cash equivalents			3,947				3,156
Cash and cash equivalents at beginning of period			17,769				14,613
Cash and cash equivalents at end of period		$	21,716			$	17,769

 

6

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ORACLE CORPORATION

FISCAL 2015 FINANCIAL RESULTS

FREE CASH FLOW—TRAILING 4-QUARTERS (1)

($ in millions)

 

		Fiscal 2014																Fiscal 2015
		Q1				Q2				Q3				Q4				Q1				Q2				Q3				Q4
GAAP Operating Cash Flow		$	14,845			$	15,196			$	15,029			$	14,921			$	15,357			$	15,273			$	14,509			$	14,336
Capital Expenditures (2)			(664	)			(578	)			(609	)			(580	)			(628	)			(727	)			(948	)			(1,391	)
Free Cash Flow		$	14,181			$	14,618			$	14,420			$	14,341			$	14,729			$	14,546			$	13,561			$	12,945
% Growth over prior year			6%				14%				11%				6%				4%				0%				(6)%				(10)%
GAAP Net Income		$	11,082			$	11,054			$	11,115			$	10,955			$	10,948			$	10,896			$	10,827			$	9,938
Free Cash Flow as a % of Net Income			128%				132%				130%				131%				135%				133%				125%				130%

 

(1)

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

 

(2)	Derived from capital expenditures as reported in cash flows from investing activities as per our consolidated statements of cash flows presented in accordance with GAAP.

 

7

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ORACLE CORPORATION

FISCAL 2015 FINANCIAL RESULTS

SUPPLEMENTAL ANALYSIS OF GAAP REVENUES AND HEADCOUNT (1)

($ in millions)

 

		Fiscal 2014																				Fiscal 2015
		Q1				Q2				Q3				Q4				TOTAL				Q1				Q2				Q3				Q4				TOTAL
REVENUES
New software licenses		$	1,399			$	2,121			$	2,128			$	3,769			$	9,416			$	1,370			$	2,045			$	1,982			$	3,138			$	8,535
Cloud software as a service and platform as a service			254				259				287				322				1,121				337				361				372				416				1,485
Cloud infrastructure as a service			109				97				121				128				456				138				155				155				160				608
Software license updates and product support			4,431				4,516				4,564				4,695				18,206				4,731				4,768				4,661				4,686				18,847
Software and Cloud Revenues			6,193				6,993				7,100				8,914				29,199				6,576				7,329				7,170				8,400				29,475
Hardware systems products			669				714				725				870				2,976				578				717				712				818				2,825
Hardware systems support			592				609				598				596				2,396				587				617				587				589				2,380
Hardware Systems Revenues			1,261				1,323				1,323				1,466				5,372				1,165				1,334				1,299				1,407				5,205
Services Revenues			918				959				884				940				3,704				855				935				858				899				3,546
Total Revenues		$	8,372			$	9,275			$	9,307			$	11,320			$	38,275			$	8,596			$	9,598			$	9,327			$	10,706			$	38,226
AS REPORTED REVENUE GROWTH RATES
New software licenses			2%				(2%	)			1%				0%				0%				(2%	)			(4%	)			(7%	)			(17%	)			(9%	)
Cloud software as a service and platform as a service			25%				19%				24%				25%				23%				32%				39%				30%				29%				32%
Cloud infrastructure as a service			(9%	)			(15%	)			10%				13%				0%				26%				60%				28%				25%				33%
Software license updates and product support			7%				6%				5%				7%				6%				7%				6%				2%				0%				4%
Software and Cloud Revenues			6%				3%				5%				4%				5%				6%				5%				1%				(6%	)			1%
Hardware systems products			(14%	)			(3%	)			8%				2%				(2%	)			(14%	)			0%				(2%	)			(6%	)			(5%	)
Hardware systems support			3%				4%				5%				2%				4%				(1%	)			1%				(2%	)			(1%	)			(1%	)
Hardware Systems Revenues			(7%	)			0%				7%				2%				0%				(8%	)			1%				(2%	)			(4%	)			(3%	)
Services Revenues			(8%	)			(5%	)			(5%	)			(4%	)			(5%	)			(7%	)			(3%	)			(3%	)			(4%	)			(4%	)
Total Revenues			2%				2%				4%				3%				3%				3%				3%				0%				(5%	)			0%
CONSTANT CURRENCY GROWTH RATES (2)
New software licenses			5%				0%				3%				(1%	)			1%				(2%	)			0%				0%				(10%	)			(4%	)
Cloud software as a service and platform as a service			26%				20%				25%				25%				24%				32%				41%				34%				35%				35%
Cloud infrastructure as a service			(7%	)			(14%	)			11%				13%				1%				25%				62%				32%				31%				36%
Software license updates and product support			8%				7%				7%				6%				7%				6%				9%				8%				8%				8%
Software and Cloud Revenues			8%				5%				6%				4%				5%				6%				8%				7%				2%				5%
Hardware systems products			(13%	)			(2%	)			10%				3%				(1%	)			(14%	)			4%				6%				3%				0%
Hardware systems support			5%				5%				7%				2%				5%				(2%	)			5%				4%				7%				4%
Hardware Systems Revenues			(6%	)			1%				9%				3%				2%				(8%	)			4%				5%				5%				2%
Services Revenues			(6%	)			(3%	)			(3%	)			(3%	)			(4%	)			(8%	)			1%				3%				5%				0%
Total Revenues			4%				3%				6%				3%				4%				2%				7%				6%				3%				4%
GEOGRAPHIC REVENUES
REVENUES
Americas		$	4,517			$	4,995			$	4,953			$	5,857			$	20,323			$	4,620			$	5,221			$	5,134			$	6,133			$	21,107
Europe, Middle East & Africa			2,439				2,817				2,923				3,768				11,946				2,589				2,911				2,813				3,067				11,380
Asia Pacific			1,416				1,463				1,431				1,695				6,006				1,387				1,466				1,380				1,506				5,739
Total Revenues		$	8,372			$	9,275			$	9,307			$	11,320			$	38,275			$	8,596			$	9,598			$	9,327			$	10,706			$	38,226
HEADCOUNT
GEOGRAPHIC AREA
Americas			53,465				53,073				53,799				53,827								54,073				57,243				58,117				58,415
Europe, Middle East & Africa			23,349				23,178				23,350				23,339								23,349				26,997				26,989				26,988
Asia Pacific			45,513				45,617				45,561				45,108								45,496				46,312				46,456				46,962
Total Company			122,327				121,868				122,710				122,274								122,918				130,552				131,562				132,365

 

(1)	The sum of the quarterly financial information may vary from year-to-date financial information due to rounding.

 

(2)

We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rates in effect on May 31, 2014 and 2013 for the fiscal 2015 and fiscal 2014 constant currency growth rate calculations presented, respectively, rather than the actual exchange rates in effect during the respective periods.

 

8

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ORACLE CORPORATION

FISCAL 2015 FINANCIAL RESULTS

SUPPLEMENTAL GEOGRAPHIC REVENUES ANALYSIS (1)

($ in millions)

 

		Fiscal 2014																				Fiscal 2015
		Q1				Q2				Q3				Q4				TOTAL				Q1				Q2				Q3				Q4				TOTAL
AMERICAS
Software and cloud revenues		$	3,434			$	3,808			$	3,847			$	4,649			$	15,737			$	3,614			$	4,044			$	4,021			$	4,926			$	16,604
Hardware systems revenues		$	640			$	694			$	655			$	747			$	2,736			$	583			$	716			$	686			$	751			$	2,737
AS REPORTED GROWTH RATES
Software and cloud revenues			9%				5%				5%				(1%	)			4%				5%				6%				5%				6%				6%
Hardware systems revenues			(2%	)			7%				14%				3%				5%				(9%	)			3%				5%				1%				0%
CONSTANT CURRENCY GROWTH RATES (2)
Software and cloud revenues			9%				6%				7%				1%				5%				6%				8%				7%				9%				7%
Hardware systems revenues			(1%	)			8%				16%				5%				6%				(8%	)			5%				7%				4%				2%
EUROPE / MIDDLE EAST / AFRICA
Software and cloud revenues		$	1,816			$	2,155			$	2,245			$	3,032			$	9,249			$	1,992			$	2,234			$	2,169			$	2,369			$	8,764
Hardware systems revenues		$	358			$	372			$	403			$	440			$	1,572			$	338			$	380			$	379			$	423			$	1,519
AS REPORTED GROWTH RATES
Software and cloud revenues			7%				8%				8%				15%				10%				10%				4%				(3%	)			(22%	)			(5%	)
Hardware systems revenues			(11%	)			(5%	)			3%				7%				(1%	)			(6%	)			2%				(6%	)			(4%	)			(3%	)
CONSTANT CURRENCY GROWTH RATES (2)
Software and cloud revenues			4%				6%				6%				10%				7%				7%				9%				9%				(8%	)			3%
Hardware systems revenues			(13%	)			(6%	)			2%				3%				(3%	)			(7%	)			8%				8%				15%				6%
ASIA PACIFIC
Software and cloud revenues		$	943			$	1,030			$	1,008			$	1,233			$	4,213			$	970			$	1,051			$	980			$	1,105			$	4,107
Hardware systems revenues		$	263			$	257			$	265			$	279			$	1,064			$	244			$	238			$	234			$	233			$	949
AS REPORTED GROWTH RATES
Software and cloud revenues			(3%	)			(9%	)			(5%	)			0%				(4%	)			3%				2%				(3%	)			(10%	)			(3%	)
Hardware systems revenues			(12%	)			(9%	)			(3%	)			(4%	)			(7%	)			(8%	)			(7%	)			(12%	)			(16%	)			(11%	)
CONSTANT CURRENCY GROWTH RATES (2)
Software and cloud revenues			8%				0%				3%				3%				3%				2%				7%				4%				(1%	)			3%
Hardware systems revenues			(5%	)			(3%	)			3%				(3%	)			(2%	)			(8%	)			(3%	)			(6%	)			(8%	)			(6%	)
TOTAL COMPANY
Software and cloud revenues		$	6,193			$	6,993			$	7,100			$	8,914			$	29,199			$	6,576			$	7,329			$	7,170			$	8,400			$	29,475
Hardware systems revenues		$	1,261			$	1,323			$	1,323			$	1,466			$	5,372			$	1,165			$	1,334			$	1,299			$	1,407			$	5,205
AS REPORTED GROWTH RATES
Software and cloud revenues			6%				3%				5%				4%				5%				6%				5%				1%				(6%	)			1%
Hardware systems revenues			(7%	)			0%				7%				2%				0%				(8%	)			1%				(2%	)			(4%	)			(3%	)
CONSTANT CURRENCY GROWTH RATES (2)
Software and cloud revenues			8%				5%				6%				4%				5%				6%				8%				7%				2%				5%
Hardware systems revenues			(6%	)			1%				9%				3%				2%				(8%	)			4%				5%				5%				2%

 

(1)	The sum of the quarterly financial information may vary from year-to-date financial information due to rounding.

 

(2)

We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rates in effect on May 31, 2014 and 2013 for the fiscal 2015 and fiscal 2014 constant currency growth rate calculations presented, respectively, rather than the actual exchange rates in effect during the respective periods.

 

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APPENDIX A

ORACLE CORPORATION

Q4 FISCAL 2015 FINANCIAL RESULTS

EXPLANATION OF NON-GAAP MEASURES

To supplement our financial results presented on a GAAP basis, we use the non-GAAP measures indicated in the tables, which exclude certain business combination accounting entries and expenses related to acquisitions, as well as other significant expenses including stock-based compensation, that we believe are helpful in understanding our past financial performance and our future results. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on these non-GAAP measures. Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects:

 

•

Cloud software as a service and platform as a service, software license updates and product support and hardware systems support deferred revenues: Business combination accounting rules require us to account for the fair values of cloud software as a service and platform as a service contracts, software license updates and product support contracts and hardware systems support contracts assumed in connection with our acquisitions. Because these contracts are generally one year in duration, our GAAP revenues generally for the one year period subsequent to our acquisition of a business do not reflect the full amount of revenues on these assumed cloud and support contracts that would have otherwise been recorded by the acquired entity. The non-GAAP adjustment to our cloud software as a service and platform as a service revenues, software license updates and product support revenues and hardware systems support revenues is intended to include, and thus reflect, the full amount of such revenues. We believe the adjustment to these revenues is useful to investors as a measure of the ongoing performance of our business. We have historically experienced high renewal rates on our software license updates and product support contracts and our objective is to increase the renewal rates on acquired and new cloud software as a service and platform as a service and hardware systems support contracts; however, we cannot be certain that our customers will renew our cloud software as a service and platform as a service contracts, software license updates and product support contracts or our hardware systems support contracts.

 

•

Stock-based compensation expenses: We have excluded the effect of stock-based compensation expenses from our non-GAAP operating expenses and net income measures. Although stock-based compensation is a key incentive offered to our employees, and we believe such compensation contributed to the revenues earned during the periods presented and also believe it will contribute to the generation of future period revenues, we continue to evaluate our business performance excluding stock-based compensation expenses. Stock-based compensation expenses will recur in future periods.

 

•

Amortization of intangible assets: We have excluded the effect of amortization of intangible assets from our non-GAAP operating expenses and net income measures. Amortization of intangible assets is inconsistent in amount and frequency and is significantly affected by the timing and size of our acquisitions. Investors should note that the use of intangible assets contributed to our revenues earned during the periods presented and will contribute to our future period revenues as well. Amortization of intangible assets will recur in future periods.

 

•

Acquisition related and other expenses; and restructuring expenses: We have excluded the effect of acquisition related and other expenses and the effect of restructuring expenses from our non-GAAP operating expenses and net income measures. We incurred significant expenses in connection with our acquisitions and also incurred certain other operating expenses or income, which we generally would not have otherwise incurred in the periods presented as a part of our continuing operations. Acquisition related and other expenses consist of personnel related costs for transitional employees, other acquired employee related costs, stock-based compensation expenses (in addition to the stock-based compensation expenses described above), integration related professional services, certain business combination adjustments including adjustments after the measurement period has ended and certain other operating items, net. Substantially all of the stock-based compensation expenses included in acquisition related and other expenses resulted from unvested options assumed in acquisitions whose vesting was fully accelerated upon termination of the employees pursuant to the original terms of those options. Restructuring expenses consist of employee severance and other exit costs. We believe it is useful for investors to understand the effects of these items on our total operating expenses. Although acquisition related expenses and restructuring expenses generally diminish over time with respect to past acquisitions, we generally will incur these expenses in connection with any future acquisitions.

 

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