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0001341439false0001341439orcl:SeniorNotesDueJuly2025Member2024-12-092024-12-0900013414392024-12-092024-12-090001341439us-gaap:CommonStockMember2024-12-092024-12-09

 

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): December 9, 2024

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.)

2300 Oracle Way, Austin, Texas 78741

(Address of principal executive offices) (Zip Code)

(737) 867-1000

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

3.125% senior notes due July 2025

ORCL

 

New York Stock Exchange

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

 

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 


Section 2—Financial Information

Item 2.02 Results of Operations and Financial Condition

On December 9, 2024, Oracle Corporation (“Oracle”) issued a press release announcing financial results for its fiscal second quarter ended November 30, 2024. 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 announced that its Board of Directors has declared a cash dividend of $0.40 per share of outstanding common stock payable on January 23, 2025, to stockholders of record as of the close of business on January 9, 2025.

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 December 9, 2024

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


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: December 9, 2024

 

By:

/s/ MARIA SMITH

 

 

 

Maria Smith

Executive Vice President, Chief Accounting Officer

(Principal Accounting Officer)

 


EX-99.1 2 orcl-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

 

img17877081_0.jpg

For Immediate Release

 

 

 

 

 

Contact:

Ken Bond

Deborah Hellinger

 

Oracle Investor Relations

Oracle Corporate Communications

 

1.650.607.0349

1.212.508.7935

 

ken.bond@oracle.com

deborah.hellinger@oracle.com

 

Oracle Announces Fiscal 2025 Second Quarter Financial Results

 

Q2 GAAP Earnings per Share up 24% to $1.10, Non-GAAP Earnings per Share up 10% to $1.47
Q2 Total Revenue $14.1 billion, up 9% in both USD and constant currency
Q2 Total Remaining Performance Obligations $97 billion, up 49% in USD & 50% in constant currency
Q2 Cloud Revenue (IaaS plus SaaS) $5.9 billion, up 24% in both USD and constant currency
Q2 Cloud Infrastructure (IaaS) Revenue $2.4 billion, up 52% in both USD and constant currency
Q2 Cloud Application (SaaS) Revenue $3.5 billion, up 10% in both USD and constant currency
Q2 Fusion Cloud ERP (SaaS) Revenue $0.9 billion, up 18% in both USD and constant currency
Q2 NetSuite Cloud ERP (SaaS) Revenue $0.9 billion, up 20% in USD and 19% in constant currency

AUSTIN, Texas, December 9, 2024 -- Oracle Corporation (NYSE: ORCL) today announced fiscal 2025 Q2 results. Total quarterly revenues were up 9% year-over-year, in both USD and constant currency, to $14.1 billion. Cloud services and license support revenues were up 12% year-over-year, in both USD and constant currency, to $10.8 billion. Cloud license and on-premise license revenues were up 1% in USD and up 3% in constant currency, to $1.2 billion.

Q2 GAAP operating income was $4.2 billion. Non-GAAP operating income was $6.1 billion, up 10% in both USD and constant currency. GAAP operating margin was 30%, and non-GAAP operating margin was 43%. GAAP net income was $3.2 billion. Non-GAAP net income was $4.2 billion, up 12% in both USD and constant currency. Q2 GAAP earnings per share was $1.10, up 24% in USD and up 23% in constant currency, while non-GAAP earnings per share was $1.47, up 10% in both USD and constant currency.

Short-term deferred revenues were $9.4 billion. Over the last twelve months, operating cash flow was $20.3 billion and free cash flow was $9.5 billion.

“Record level AI demand drove Oracle Cloud Infrastructure revenue up 52% in Q2, a much higher growth rate than any of our hyperscale cloud infrastructure competitors,” said Oracle CEO, Safra Catz. “Growth in the AI segment of our Infrastructure business was extraordinary—GPU consumption was up 336% in the quarter—and we delivered the world’s largest and fastest AI SuperComputer scaling up to 65,000 NVIDIA H200 GPUs. With our remaining performance obligation (RPO) up 50% to $97 billion, we believe our already impressive growth rates will continue to climb even higher. This fiscal year, total Oracle Cloud revenue should top $25 billion.”

“Oracle Cloud Infrastructure trains several of the world’s most important generative AI models because we are faster and less expensive than other clouds,” said Oracle Chairman and CTO, Larry Ellison. “And we just signed an agreement with Meta—for them to use Oracle’s AI Cloud Infrastructure—and collaborate with Oracle on the development of AI Agents based on Meta’s Llama models. The Oracle Cloud trains dozens of specialized AI models and embeds hundreds of AI Agents in cloud applications. For example, Oracle’s AI Agents automate drug design, image and genomic analysis for cancer diagnostics, audio updates to electronic health records for patient care, satellite image analysis to predict and improve agricultural output, fraud and money laundering detection, dual-factor biometric computer logins, and real time video weapons detection in schools. Oracle trained AI models and AI Agents will improve the rate of scientific discovery, economic development and corporate growth throughout the world. The scale of the opportunity is unimaginable.”

The board of directors declared a quarterly cash dividend of $0.40 per share of outstanding common stock. This dividend will be paid to stockholders of record as of the close of business on January 9, 2025, with a payment date of January 23, 2025.

A sample list of customers which purchased Oracle Cloud services during the quarter will be available at www.oracle.com/customers/earnings/.
A list of recent technical innovations and announcements is available at www.oracle.com/news/.
To learn what industry analysts have been saying about Oracle’s products and services see www.oracle.com/corporate/analyst-reports/.

Earnings Conference Call and Webcast

Oracle will hold a conference call and webcast today to discuss these results at 4:00 p.m. Central. A live and replay webcast will be available on the Oracle Investor Relations website at www.oracle.com/investor/.

About Oracle

Oracle offers integrated suites of applications plus secure, autonomous infrastructure in the Oracle Cloud. For more information about Oracle (NYSE: ORCL), please visit us at www.oracle.com.

# # #

Trademarks

Oracle, Java, MySQL, and NetSuite are registered trademarks of Oracle Corporation. NetSuite was the first cloud company—ushering in the new era of cloud computing.

"Safe Harbor" Statement: Statements in this press release relating to future plans, expectations, beliefs, intentions and prospects, including the expectations for converting the Remaining Performance Obligations to revenue, future total Oracle Cloud revenue this fiscal year and the scale of opportunity for Oracle trained AI models and AI Agents, are "forward-looking statements" and are subject to material risks and uncertainties. Risks and uncertainties that could affect our current expectations and our actual results, include, among others: our ability to develop new products and services, integrate acquired products and services and enhance our existing products and services, including our AI products; our management of complex cloud and hardware offerings, including the sourcing of technologies and technology components; our ability to secure data center capacity; significant coding, manufacturing or configuration errors in our offerings; risks associated with acquisitions; economic, political and market conditions; information technology system failures, privacy and data security concerns; cybersecurity breaches; unfavorable legal proceedings, government investigations, and complex and changing laws and regulations. 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's Investor Relations Department at (650) 506-4073 or by clicking on SEC Filings on the Oracle Investor Relations website at www.oracle.com/investor/. All information set forth in this press release is current as of December 9, 2024. Oracle undertakes no duty to update any statement in light of new information or future events.

 


 

ORACLE CORPORATION

Q2 FISCAL 2025 FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in millions, except per share data)

 

 

 

Three Months Ended November 30,

 

% Increase

 

% Increase
(Decrease)

 

 

2024

 

 

% of
Revenues

 

2023

 

 

% of
Revenues

 

(Decrease)
in US $

 

in Constant
Currency (1)

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud services and license support

 

$

10,806

 

 

77%

 

$

9,639

 

 

74%

 

12%

 

12%

Cloud license and on-premise license

 

 

1,195

 

 

9%

 

 

1,178

 

 

9%

 

1%

 

3%

Hardware

 

 

728

 

 

5%

 

 

756

 

 

6%

 

(4%)

 

(3%)

Services

 

 

1,330

 

 

9%

 

 

1,368

 

 

11%

 

(3%)

 

(3%)

Total revenues

 

 

14,059

 

 

100%

 

 

12,941

 

 

100%

 

9%

 

9%

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud services and license support

 

 

2,746

 

 

19%

 

 

2,274

 

 

17%

 

21%

 

21%

Hardware

 

 

172

 

 

1%

 

 

213

 

 

2%

 

(20%)

 

(19%)

Services

 

 

1,167

 

 

8%

 

 

1,253

 

 

10%

 

(7%)

 

(7%)

Sales and marketing

 

 

2,190

 

 

16%

 

 

2,093

 

 

16%

 

5%

 

5%

Research and development

 

 

2,471

 

 

18%

 

 

2,226

 

 

17%

 

11%

 

11%

General and administrative

 

 

387

 

 

3%

 

 

375

 

 

3%

 

3%

 

3%

Amortization of intangible assets

 

 

591

 

 

4%

 

 

755

 

 

6%

 

(22%)

 

(22%)

Acquisition related and other

 

 

31

 

 

0%

 

 

47

 

 

0%

 

(34%)

 

(33%)

Restructuring

 

 

84

 

 

1%

 

 

83

 

 

1%

 

0%

 

1%

Total operating expenses

 

 

9,839

 

 

70%

 

 

9,319

 

 

72%

 

6%

 

6%

OPERATING INCOME

 

 

4,220

 

 

30%

 

 

3,622

 

 

28%

 

17%

 

16%

Interest expense

 

 

(866

)

 

(6%)

 

 

(888

)

 

(7%)

 

(3%)

 

(3%)

Non-operating income (expenses), net

 

 

36

 

 

0%

 

 

(14

)

 

0%

 

*

 

*

INCOME BEFORE INCOME TAXES

 

 

3,390

 

 

24%

 

 

2,720

 

 

21%

 

25%

 

24%

Provision for income taxes

 

 

239

 

 

2%

 

 

217

 

 

2%

 

11%

 

10%

NET INCOME

 

$

3,151

 

 

22%

 

$

2,503

 

 

19%

 

26%

 

26%

EARNINGS PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.13

 

 

 

 

$

0.91

 

 

 

 

 

 

 

Diluted

 

$

1.10

 

 

 

 

$

0.89

 

 

 

 

 

 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

2,790

 

 

 

 

 

2,746

 

 

 

 

 

 

 

Diluted

 

 

2,869

 

 

 

 

 

2,817

 

 

 

 

 

 

 

 

(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, 2024, 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 November 30, 2024 compared with the corresponding prior year period increased our operating income by 1 percentage point.

*

Not meaningful

 

1


 

ORACLE CORPORATION

Q2 FISCAL 2025 FINANCIAL RESULTS

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

($ in millions, except per share data)

 

 

 

Three Months Ended November 30,

 

 

% Increase (Decrease)
in US $

 

% Increase (Decrease) in
Constant Currency (2)

 

 

2024
GAAP

 

 

Adj.

 

 

2024
Non-GAAP

 

 

2023
GAAP

 

 

Adj.

 

 

2023
Non-GAAP

 

 

GAAP

 

Non-GAAP

 

GAAP

 

Non-GAAP

TOTAL REVENUES

 

$

14,059

 

 

$

 

 

$

14,059

 

 

$

12,941

 

 

$

 

 

$

12,941

 

 

9%

 

9%

 

9%

 

9%

TOTAL OPERATING EXPENSES

 

$

9,839

 

 

$

(1,876

)

 

$

7,963

 

 

$

9,319

 

 

$

(1,914

)

 

$

7,405

 

 

6%

 

8%

 

6%

 

8%

Stock-based compensation (3)

 

 

1,170

 

 

 

(1,170

)

 

 

 

 

 

1,029

 

 

 

(1,029

)

 

 

 

 

14%

 

*

 

14%

 

*

Amortization of intangible assets (4)

 

 

591

 

 

 

(591

)

 

 

 

 

 

755

 

 

 

(755

)

 

 

 

 

(22%)

 

*

 

(22%)

 

*

Acquisition related and other

 

 

31

 

 

 

(31

)

 

 

 

 

 

47

 

 

 

(47

)

 

 

 

 

(34%)

 

*

 

(33%)

 

*

Restructuring

 

 

84

 

 

 

(84

)

 

 

 

 

 

83

 

 

 

(83

)

 

 

 

 

0%

 

*

 

1%

 

*

OPERATING INCOME

 

$

4,220

 

 

$

1,876

 

 

$

6,096

 

 

$

3,622

 

 

$

1,914

 

 

$

5,536

 

 

17%

 

10%

 

16%

 

10%

OPERATING MARGIN %

 

30%

 

 

 

 

 

43%

 

 

28%

 

 

 

 

 

43%

 

 

203 bp.

 

58 bp.

 

196 bp.

 

52 bp.

INCOME TAX EFFECTS (5)

 

$

239

 

 

$

820

 

 

$

1,059

 

 

$

217

 

 

$

655

 

 

$

872

 

 

11%

 

22%

 

10%

 

21%

NET INCOME

 

$

3,151

 

 

$

1,056

 

 

$

4,207

 

 

$

2,503

 

 

$

1,259

 

 

$

3,762

 

 

26%

 

12%

 

26%

 

12%

DILUTED EARNINGS PER SHARE

 

$

1.10

 

 

 

 

 

$

1.47

 

 

$

0.89

 

 

 

 

 

$

1.34

 

 

24%

 

10%

 

23%

 

10%

DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

 

 

2,869

 

 

 

 

 

 

2,869

 

 

 

2,817

 

 

 

 

 

 

2,817

 

 

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, 2024, which was the last day of our prior fiscal year, rather than the actual exchange rates in effect during the respective periods.
(3)
Stock-based compensation was included in the following GAAP operating expense categories:

 

 

Three Months Ended
November 30, 2024

 

 

Three Months Ended
November 30, 2023

 

 

 

GAAP

 

 

Adj.

 

 

Non-GAAP

 

 

GAAP

 

 

Adj.

 

 

Non-GAAP

 

Cloud services and license support

 

$

158

 

 

$

(158

)

 

$

 

 

$

137

 

 

$

(137

)

 

$

 

Hardware

 

 

8

 

 

 

(8

)

 

 

 

 

 

6

 

 

 

(6

)

 

 

 

Services

 

 

53

 

 

 

(53

)

 

 

 

 

 

45

 

 

 

(45

)

 

 

 

Sales and marketing

 

 

195

 

 

 

(195

)

 

 

 

 

 

174

 

 

 

(174

)

 

 

 

Research and development

 

 

657

 

 

 

(657

)

 

 

 

 

 

573

 

 

 

(573

)

 

 

 

General and administrative

 

 

99

 

 

 

(99

)

 

 

 

 

 

94

 

 

 

(94

)

 

 

 

Total stock-based compensation

$

1,170

 

 

$

(1,170

)

 

$

 

 

$

1,029

 

 

$

(1,029

)

 

$

 

(4)
Estimated future annual amortization expense related to intangible assets as of November 30, 2024 was as follows:

 

Remainder of fiscal 2025

 

$

1,092

 

Fiscal 2026

 

 

1,639

 

Fiscal 2027

 

 

672

 

Fiscal 2028

 

 

635

 

Fiscal 2029

 

 

561

 

Fiscal 2030

 

 

522

 

Thereafter

 

 

558

 

Total intangible assets, net

$

5,679

 

 

(5)
Income tax effects were calculated reflecting an effective GAAP tax rate of 7.1% and 8.0% in the second quarter of fiscal 2025 and 2024, respectively, and an effective non-GAAP tax rate of 20.1% and 18.8% in the second quarter of fiscal 2025 and 2024, respectively. The difference in our GAAP and non-GAAP tax rates in each of the second quarters of fiscal 2025 and 2024 was primarily due to the net tax effects related to stock-based compensation expense; acquisition related and other items, including the tax effects on amortization of intangible assets; and restructuring expense, partially offset by the net deferred tax effects related to an income tax benefit that was previously recorded due to the partial realignment of our legal entity structure.

*

Not meaningful

(6)

2


 

ORACLE CORPORATION

Q2 FISCAL 2025 YEAR TO DATE FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in millions, except per share data)

 

 

 

Six Months Ended November 30,

 

% Increase

 

% Increase
(Decrease)

 

 

2024

 

 

% of
Revenues

 

2023

 

 

% of
Revenues

 

(Decrease)
in US $

 

in Constant
Currency (1)

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud services and license support

 

$

21,324

 

 

78%

 

$

19,186

 

 

75%

 

11%

 

11%

Cloud license and on-premise license

 

 

2,065

 

 

8%

 

 

1,987

 

 

8%

 

4%

 

5%

Hardware

 

 

1,383

 

 

5%

 

 

1,470

 

 

6%

 

(6%)

 

(5%)

Services

 

 

2,594

 

 

9%

 

 

2,751

 

 

11%

 

(6%)

 

(5%)

Total revenues

 

 

27,366

 

 

100%

 

 

25,394

 

 

100%

 

8%

 

8%

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud services and license support

 

 

5,344

 

 

20%

 

 

4,452

 

 

18%

 

20%

 

20%

Hardware

 

 

333

 

 

1%

 

 

432

 

 

2%

 

(23%)

 

(22%)

Services

 

 

2,314

 

 

8%

 

 

2,465

 

 

10%

 

(6%)

 

(6%)

Sales and marketing

 

 

4,226

 

 

15%

 

 

4,118

 

 

16%

 

3%

 

3%

Research and development

 

 

4,777

 

 

18%

 

 

4,442

 

 

17%

 

8%

 

8%

General and administrative

 

 

745

 

 

3%

 

 

769

 

 

3%

 

(3%)

 

(3%)

Amortization of intangible assets

 

 

1,215

 

 

4%

 

 

1,518

 

 

6%

 

(20%)

 

(20%)

Acquisition related and other

 

 

44

 

 

0%

 

 

58

 

 

0%

 

(25%)

 

(25%)

Restructuring

 

 

157

 

 

1%

 

 

222

 

 

1%

 

(29%)

 

(29%)

Total operating expenses

 

 

19,155

 

 

70%

 

 

18,476

 

 

73%

 

4%

 

4%

OPERATING INCOME

 

 

8,211

 

 

30%

 

 

6,918

 

 

27%

 

19%

 

19%

Interest expense

 

 

(1,708

)

 

(6%)

 

 

(1,760

)

 

(7%)

 

(3%)

 

(3%)

Non-operating income (expenses), net

 

 

57

 

 

0%

 

 

(63

)

 

0%

 

*

 

*

INCOME BEFORE INCOME TAXES

 

 

6,560

 

 

24%

 

 

5,095

 

 

20%

 

29%

 

30%

Provision for income taxes

 

 

480

 

 

2%

 

 

172

 

 

1%

 

179%

 

181%

NET INCOME

 

$

6,080

 

 

22%

 

$

4,923

 

 

19%

 

24%

 

24%

EARNINGS PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

2.19

 

 

 

 

$

1.80

 

 

 

 

 

 

 

Diluted

 

$

2.13

 

 

 

 

$

1.75

 

 

 

 

 

 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

2,775

 

 

 

 

 

2,737

 

 

 

 

 

 

 

Diluted

 

 

2,860

 

 

 

 

 

2,820

 

 

 

 

 

 

 

 

(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, 2024, 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 six months ended November 30, 2024 compared with the corresponding prior year period had no impact to our total revenues, total operating expenses and operating income.

*

Not meaningful

 

3


 

ORACLE CORPORATION

Q2 FISCAL 2025 YEAR TO DATE FINANCIAL RESULTS

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

($ in millions, except per share data)

 

 

 

Six Months Ended November 30,

 

 

% Increase (Decrease)
in US $

 

% Increase (Decrease) in
Constant Currency (2)

 

 

2024
GAAP

 

 

Adj.

 

 

2024
Non-GAAP

 

 

2023
GAAP

 

 

Adj.

 

 

2023
Non-GAAP

 

 

GAAP

 

Non-GAAP

 

GAAP

 

Non-GAAP

TOTAL REVENUES

 

$

27,366

 

 

$

 

 

$

27,366

 

 

$

25,394

 

 

$

 

 

$

25,394

 

 

8%

 

8%

 

8%

 

8%

TOTAL OPERATING EXPENSES

 

$

19,155

 

 

$

(3,592

)

 

$

15,563

 

 

$

18,476

 

 

$

(3,676

)

 

$

14,800

 

 

4%

 

5%

 

4%

 

6%

Stock-based compensation (3)

 

 

2,176

 

 

 

(2,176

)

 

 

 

 

 

1,878

 

 

 

(1,878

)

 

 

 

 

16%

 

*

 

16%

 

*

Amortization of intangible assets (4)

 

 

1,215

 

 

 

(1,215

)

 

 

 

 

 

1,518

 

 

 

(1,518

)

 

 

 

 

(20%)

 

*

 

(20%)

 

*

Acquisition related and other

 

 

44

 

 

 

(44

)

 

 

 

 

 

58

 

 

 

(58

)

 

 

 

 

(25%)

 

*

 

(25%)

 

*

Restructuring

 

 

157

 

 

 

(157

)

 

 

 

 

 

222

 

 

 

(222

)

 

 

 

 

(29%)

 

*

 

(29%)

 

*

OPERATING INCOME

 

$

8,211

 

 

$

3,592

 

 

$

11,803

 

 

$

6,918

 

 

$

3,676

 

 

$

10,594

 

 

19%

 

11%

 

19%

 

12%

OPERATING MARGIN %

 

30%

 

 

 

 

 

43%

 

 

27%

 

 

 

 

 

42%

 

 

276 bp.

 

141 bp.

 

279 bp.

 

140 bp.

INCOME TAX EFFECTS (5)

 

$

480

 

 

$

1,500

 

 

$

1,980

 

 

$

172

 

 

$

1,478

 

 

$

1,650

 

 

179%

 

20%

 

181%

 

21%

NET INCOME

 

$

6,080

 

 

$

2,092

 

 

$

8,172

 

 

$

4,923

 

 

$

2,198

 

 

$

7,121

 

 

24%

 

15%

 

24%

 

15%

DILUTED EARNINGS PER SHARE

 

$

2.13

 

 

 

 

 

$

2.86

 

 

$

1.75

 

 

 

 

 

$

2.53

 

 

22%

 

13%

 

23%

 

14%

DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

 

 

2,860

 

 

 

 

 

 

2,860

 

 

 

2,820

 

 

 

 

 

 

2,820

 

 

1%

 

1%

 

1%

 

1%

 

(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, 2024, which was the last day of our prior fiscal year, rather than the actual exchange rates in effect during the respective periods.
(3)
Stock-based compensation was included in the following GAAP operating expense categories:

 

 

Six Months Ended
November 30, 2024

 

 

Six Months Ended
November 30, 2023

 

 

 

GAAP

 

 

Adj.

 

 

Non-GAAP

 

 

GAAP

 

 

Adj.

 

 

Non-GAAP

 

Cloud services and license support

 

$

299

 

 

$

(299

)

 

$

 

 

$

248

 

 

$

(248

)

 

$

 

Hardware

 

 

14

 

 

 

(14

)

 

 

 

 

 

11

 

 

 

(11

)

 

 

 

Services

 

 

96

 

 

 

(96

)

 

 

 

 

 

78

 

 

 

(78

)

 

 

 

Sales and marketing

 

 

356

 

 

 

(356

)

 

 

 

 

 

309

 

 

 

(309

)

 

 

 

Research and development

 

 

1,226

 

 

 

(1,226

)

 

 

 

 

 

1,057

 

 

 

(1,057

)

 

 

 

General and administrative

 

 

185

 

 

 

(185

)

 

 

 

 

 

175

 

 

 

(175

)

 

 

 

Total stock-based compensation

$

2,176

 

 

$

(2,176

)

 

$

 

 

$

1,878

 

 

$

(1,878

)

 

$

 

(4)
Estimated future annual amortization expense related to intangible assets as of November 30, 2024 was as follows:

 

Remainder of fiscal 2025

 

$

1,092

 

Fiscal 2026

 

 

1,639

 

Fiscal 2027

 

 

672

 

Fiscal 2028

 

 

635

 

Fiscal 2029

 

 

561

 

Fiscal 2030

 

 

522

 

Thereafter

 

 

558

 

Total intangible assets, net

$

5,679

 

 

(5)
Income tax effects were calculated reflecting an effective GAAP tax rate of 7.3% and 3.4% in the first half of fiscal 2025 and 2024, respectively, and an effective non-GAAP tax rate of 19.5% and 18.8% in the first half of fiscal 2025 and 2024, respectively. The difference in our GAAP and non-GAAP tax rates in each of the first half of fiscal 2025 and 2024 was primarily due to the net tax effects related to stock-based compensation expense; acquisition related and other items, including the tax effects on amortization of intangible assets; and restructuring expense, partially offset by the net deferred tax effects related to an income tax benefit that was previously recorded due to the partial realignment of our legal entity structure.

*

Not meaningful

 

4


 

ORACLE CORPORATION

Q2 FISCAL 2025 FINANCIAL RESULTS

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in millions)

 

 

 

November 30,
 2024

 

 

May 31,
 2024

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

10,941

 

 

$

10,454

 

Marketable securities

 

 

370

 

 

 

207

 

Trade receivables, net

 

 

8,177

 

 

 

7,874

 

Prepaid expenses and other current assets

 

 

4,015

 

 

 

4,019

 

Total Current Assets

 

 

23,503

 

 

 

22,554

 

Non-Current Assets:

 

 

 

 

 

 

Property, plant and equipment, net

 

 

26,432

 

 

 

21,536

 

Intangible assets, net

 

 

5,679

 

 

 

6,890

 

Goodwill, net

 

 

62,204

 

 

 

62,230

 

Deferred tax assets

 

 

11,984

 

 

 

12,273

 

Other non-current assets

 

 

18,681

 

 

 

15,493

 

Total Non-Current Assets

 

 

124,980

 

 

 

118,422

 

TOTAL ASSETS

 

$

148,483

 

 

$

140,976

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Notes payable and other borrowings, current

 

$

8,162

 

 

$

10,605

 

Accounts payable

 

 

2,679

 

 

 

2,357

 

Accrued compensation and related benefits

 

 

1,653

 

 

 

1,916

 

Deferred revenues

 

 

9,430

 

 

 

9,313

 

Other current liabilities

 

 

7,128

 

 

 

7,353

 

Total Current Liabilities

 

 

29,052

 

 

 

31,544

 

Non-Current Liabilities:

 

 

 

 

 

 

Notes payable and other borrowings, non-current

 

 

80,462

 

 

 

76,264

 

Income taxes payable

 

 

9,553

 

 

 

10,817

 

Deferred tax liabilities

 

 

2,864

 

 

 

3,692

 

Other non-current liabilities

 

 

12,316

 

 

 

9,420

 

Total Non-Current Liabilities

 

 

105,195

 

 

 

100,193

 

Stockholders’ Equity

 

 

14,236

 

 

 

9,239

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

148,483

 

 

$

140,976

 

 

 

 

 

 

5


 

ORACLE CORPORATION

Q2 FISCAL 2025 FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in millions)

 

 

Six Months Ended November 30,

 

 

2024

 

 

2023

 

Cash Flows From Operating Activities:

 

 

 

 

 

Net income

$

6,080

 

 

$

4,923

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

1,712

 

 

 

1,510

 

Amortization of intangible assets

 

1,215

 

 

 

1,518

 

Deferred income taxes

 

(601

)

 

 

(1,049

)

Stock-based compensation

 

2,176

 

 

 

1,878

 

Other, net

 

298

 

 

 

331

 

Changes in operating assets and liabilities:

 

 

 

 

 

(Increase) decrease in trade receivables, net

 

(451

)

 

 

145

 

Decrease in prepaid expenses and other assets

 

676

 

 

 

301

 

Decrease in accounts payable and other liabilities

 

(1,143

)

 

 

(1,048

)

Decrease in income taxes payable

 

(1,685

)

 

 

(1,541

)

Increase in deferred revenues

 

454

 

 

 

149

 

Net cash provided by operating activities

 

8,731

 

 

 

7,117

 

Cash Flows From Investing Activities:

 

 

 

 

 

Purchases of marketable securities and other investments

 

(636

)

 

 

(515

)

Proceeds from sales and maturities of marketable securities and other investments

 

356

 

 

 

157

 

Acquisitions, net of cash acquired

 

 

 

 

(59

)

Capital expenditures

 

(6,273

)

 

 

(2,394

)

Net cash used for investing activities

 

(6,553

)

 

 

(2,811

)

Cash Flows From Financing Activities:

 

 

 

 

 

Payments for repurchases of common stock

 

(300

)

 

 

(600

)

Proceeds from issuances of common stock

 

307

 

 

 

426

 

Shares repurchased for tax withholdings upon vesting of restricted stock-based awards

 

(898

)

 

 

(1,733

)

Payments of dividends to stockholders

 

(2,221

)

 

 

(2,190

)

(Repayments of) proceeds from issuances of commercial paper, net

 

(396

)

 

 

1,749

 

Proceeds from issuances of senior notes and term loan credit agreements, net of issuance costs

 

11,837

 

 

 

 

Repayments of senior notes and term loan credit agreements

 

(9,700

)

 

 

(3,500

)

Other, net

 

(276

)

 

 

31

 

Net cash used for financing activities

 

(1,647

)

 

 

(5,817

)

Effect of exchange rate changes on cash and cash equivalents

 

(44

)

 

 

(10

)

Net increase (decrease) in cash and cash equivalents

 

487

 

 

 

(1,521

)

Cash and cash equivalents at beginning of period

 

10,454

 

 

 

9,765

 

Cash and cash equivalents at end of period

$

10,941

 

 

$

8,244

 

 

 

 

6


 

ORACLE CORPORATION

Q2 FISCAL 2025 FINANCIAL RESULTS

FREE CASH FLOW - TRAILING 4-QUARTERS (1)

($ in millions)

 

 

 

Fiscal 2024

 

 

Fiscal 2025

 

 

Q1

 

Q2

 

Q3

 

Q4

 

 

Q1

 

Q2

 

Q3

Q4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Operating Cash Flow

 

$

17,745

 

$

17,039

 

$

18,239

 

$

18,673

 

 

$

19,126

 

$

20,287

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Expenditures

 

 

(8,290

)

 

(6,935

)

 

(5,981

)

 

(6,866

)

 

 

(7,855

)

 

(10,745

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free Cash Flow

 

$

9,455

 

$

10,104

 

$

12,258

 

$

11,807

 

 

$

11,271

 

$

9,542

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Cash Flow % Growth over prior year

 

68%

 

13%

 

18%

 

9%

 

 

8%

 

19%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free Cash Flow % Growth over prior year

 

76%

 

20%

 

68%

 

39%

 

 

19%

 

(6%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Net Income

 

$

9,375

 

$

10,137

 

$

10,642

 

$

10,467

 

 

$

10,976

 

$

11,624

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Cash Flow as a % of Net Income

 

189%

 

168%

 

171%

 

178%

 

 

174%

 

175%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free Cash Flow as a % of Net Income

 

101%

 

100%

 

115%

 

113%

 

 

103%

 

82%

 

 

 

 

(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.

7


 

ORACLE CORPORATION

Q2 FISCAL 2025 FINANCIAL RESULTS

SUPPLEMENTAL ANALYSIS OF GAAP REVENUES (1)

($ in millions)

 

 

 

Fiscal 2024

 

 

Fiscal 2025

 

 

 

Q1

 

Q2

 

Q3

 

Q4

 

TOTAL

 

 

Q1

 

Q2

 

Q3

Q4

TOTAL

 

REVENUES BY OFFERINGS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud services

 

$

4,635

 

$

4,775

 

$

5,054

 

$

5,311

 

$

19,774

 

 

$

5,623

 

$

5,937

 

 

 

$

11,559

 

License support

 

 

4,912

 

 

4,864

 

 

4,909

 

 

4,923

 

 

19,609

 

 

 

4,896

 

 

4,869

 

 

 

 

9,765

 

Cloud services and license support

 

 

9,547

 

 

9,639

 

 

9,963

 

 

10,234

 

 

39,383

 

 

 

10,519

 

 

10,806

 

 

 

 

21,324

 

Cloud license and on-premise license

 

 

809

 

 

1,178

 

 

1,256

 

 

1,838

 

 

5,081

 

 

 

870

 

 

1,195

 

 

 

 

2,065

 

Hardware

 

 

714

 

 

756

 

 

754

 

 

842

 

 

3,066

 

 

 

655

 

 

728

 

 

 

 

1,383

 

Services

 

 

1,383

 

 

1,368

 

 

1,307

 

 

1,373

 

 

5,431

 

 

 

1,263

 

 

1,330

 

 

 

 

2,594

 

Total revenues

 

$

12,453

 

$

12,941

 

$

13,280

 

$

14,287

 

$

52,961

 

 

$

13,307

 

$

14,059

 

 

 

$

27,366

 

AS REPORTED REVENUE GROWTH RATES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud services

 

30%

 

25%

 

25%

 

20%

 

25%

 

 

21%

 

24%

 

 

 

23%

 

License support

 

2%

 

2%

 

1%

 

0%

 

1%

 

 

0%

 

0%

 

 

 

0%

 

Cloud services and license support

 

13%

 

12%

 

12%

 

9%

 

12%

 

 

10%

 

12%

 

 

 

11%

 

Cloud license and on-premise license

 

(10%)

 

(18%)

 

(3%)

 

(15%)

 

(12%)

 

 

7%

 

1%

 

 

 

4%

 

Hardware

 

(6%)

 

(11%)

 

(7%)

 

(1%)

 

(6%)

 

 

(8%)

 

(4%)

 

 

 

(6%)

 

Services

 

2%

 

(2%)

 

(5%)

 

(6%)

 

(3%)

 

 

(9%)

 

(3%)

 

 

 

(6%)

 

Total revenues

 

9%

 

5%

 

7%

 

3%

 

6%

 

 

7%

 

9%

 

 

 

8%

 

CONSTANT CURRENCY REVENUE GROWTH RATES (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud services

 

29%

 

24%

 

24%

 

20%

 

24%

 

 

22%

 

24%

 

 

 

23%

 

License support

 

0%

 

0%

 

1%

 

1%

 

0%

 

 

0%

 

0%

 

 

 

0%

 

Cloud services and license support

 

12%

 

11%

 

11%

 

10%

 

11%

 

 

11%

 

12%

 

 

 

11%

 

Cloud license and on-premise license

 

(11%)

 

(19%)

 

(3%)

 

(14%)

 

(12%)

 

 

8%

 

3%

 

 

 

5%

 

Hardware

 

(8%)

 

(12%)

 

(7%)

 

0%

 

(7%)

 

 

(8%)

 

(3%)

 

 

 

(5%)

 

Services

 

1%

 

(3%)

 

(5%)

 

(6%)

 

(3%)

 

 

(8%)

 

(3%)

 

 

 

(5%)

 

Total revenues

 

8%

 

4%

 

7%

 

4%

 

6%

 

 

8%

 

9%

 

 

 

8%

 

CLOUD SERVICES AND LICENSE SUPPORT REVENUES BY ECOSYSTEM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Applications cloud services and license support

 

$

4,471

 

$

4,474

 

$

4,584

 

$

4,642

 

$

18,172

 

 

$

4,769

 

$

4,784

 

 

 

$

9,552

 

Infrastructure cloud services and license support

 

 

5,076

 

 

5,165

 

 

5,379

 

 

5,592

 

 

21,211

 

 

 

5,750

 

 

6,022

 

 

 

 

11,772

 

Total cloud services and license support revenues

 

$

9,547

 

$

9,639

 

$

9,963

 

$

10,234

 

$

39,383

 

 

$

10,519

 

$

10,806

 

 

 

$

21,324

 

AS REPORTED REVENUE GROWTH RATES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Applications cloud services and license support

 

11%

 

10%

 

10%

 

6%

 

9%

 

 

7%

 

7%

 

 

 

7%

 

Infrastructure cloud services and license support

 

15%

 

14%

 

13%

 

12%

 

14%

 

 

13%

 

17%

 

 

 

15%

 

Total cloud services and license support revenues

 

13%

 

12%

 

12%

 

9%

 

12%

 

 

10%

 

12%

 

 

 

11%

 

CONSTANT CURRENCY REVENUE GROWTH RATES (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Applications cloud services and license support

 

11%

 

9%

 

10%

 

6%

 

9%

 

 

7%

 

7%

 

 

 

7%

 

Infrastructure cloud services and license support

 

14%

 

12%

 

13%

 

13%

 

13%

 

 

14%

 

17%

 

 

 

16%

 

Total cloud services and license support revenues

 

12%

 

11%

 

11%

 

10%

 

11%

 

 

11%

 

12%

 

 

 

11%

 

GEOGRAPHIC REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

7,841

 

$

8,067

 

$

8,270

 

$

8,945

 

$

33,122

 

 

$

8,372

 

$

8,933

 

 

 

$

17,305

 

Europe/Middle East/Africa

 

 

3,005

 

 

3,170

 

 

3,316

 

 

3,539

 

 

13,030

 

 

 

3,228

 

 

3,381

 

 

 

 

6,609

 

Asia Pacific

 

 

1,607

 

 

1,704

 

 

1,694

 

 

1,803

 

 

6,809

 

 

 

1,707

 

 

1,745

 

 

 

 

3,452

 

Total revenues

 

$

12,453

 

$

12,941

 

$

13,280

 

$

14,287

 

$

52,961

 

 

$

13,307

 

$

14,059

 

 

 

$

27,366

 

 

(1)
The sum of the quarterly information presented may vary from the year-to-date information presented 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, 2024 and 2023 for the fiscal 2025 and fiscal 2024 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

Q2 FISCAL 2025 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:

• Stock-based compensation expenses: We have excluded the effect of stock-based compensation expenses from our non-GAAP operating expenses, income tax effects 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, income tax effects 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, income tax effects and net income measures. We incurred 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 consisted of personnel related costs for transitional and certain other employees, certain business combination adjustments including certain adjustments after the measurement period has ended, and certain other operating items, net. Restructuring expenses consisted 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 and other expenses and restructuring expenses may diminish over time with respect to past acquisitions and/or strategic initiatives, we generally will incur certain of these expenses in connection with any future acquisitions and/or strategic initiatives.

9