We begin Management's Discussion and Analysis of Financial Condition and Results
of Operations with an overview of our businesses and significant trends. This
overview is followed by a summary of our critical accounting policies and
estimates that we believe are important to understanding the assumptions and
judgments incorporated in our reported financial results. We then provide a more
detailed analysis of our results of operations and financial condition.

Business Overview



Oracle provides products and services that address enterprise information
technology (IT) environments. Our products and services include applications and
infrastructure offerings that are delivered worldwide through a variety of
flexible and interoperable IT deployment models. These models include on­premise
deployments, cloud­based deployments, and hybrid deployments (an approach that
combines both on-premise and cloud­based deployment) such as our Oracle Cloud at
Customer offering (an instance of Oracle Cloud in a customer's own data center).
Accordingly, we offer choice and flexibility to our customers and facilitate the
product, service and deployment combinations that best suit our customers'
needs. Through our worldwide sales force and Oracle Partner Network, we sell to
customers all over the world including businesses of many sizes, government
agencies, educational institutions and resellers.

We have three businesses: cloud and license; hardware; and services; each of
which comprises a single operating segment. The descriptions set forth below as
a part of Management's Discussion and Analysis of Financial Condition and
Results of Operations and the information contained within Note 10 of Notes to
Condensed Consolidated Financial Statements included elsewhere in this Quarterly
Report provide additional information related to our businesses and operating
segments and align to how our chief operating decision makers (CODMs), which
include our Chief Executive Officer and Chief Technology Officer, view our
operating results and allocate resources.

Cloud and License Business

Our cloud and license line of business, which represented 83% of our total revenues on a trailing 4-quarter basis, markets, sells and delivers a broad spectrum of applications and infrastructure technologies through our cloud and license offerings.

Cloud services and license support revenues include:

• license support revenues, which are earned by providing Oracle license

support services to customers that have elected to purchase support

services in connection with the purchase of Oracle applications and

infrastructure software licenses for use in cloud, on-premise and other IT

environments. Substantially all license support customers renew their

support contracts with us upon expiration in order to continue to benefit

from technical support services and the periodic issuance of unspecified


        updates and enhancements, which current license support customers are
        entitled to receive. License support contracts are generally priced as a
        percentage of the net fees paid by the customer to purchase a cloud
        license and/or on-premise license; are generally billed in advance of the

support services being performed; are generally renewed at the customer's


        option; and are generally recognized as revenues ratably over the
        contractual period that the support services are provided, which is
        generally one year; and

• cloud services revenues, which provide customers access to Oracle Cloud

applications and infrastructure technologies via cloud-based deployment

models that Oracle develops, provides unspecified updates and enhancements

for, hosts, manages and supports and that customers access by entering

into a subscription agreement with us for a stated period. The majority of

our Oracle Cloud Services arrangements are generally billed in advance of

the cloud services being performed; have durations of one to three years;

are generally renewed at the customer's option; and are generally

recognized as revenues ratably over the contractual period of the cloud

contract or, in the case of usage model contracts, as the cloud services


        are consumed over time.


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Cloud license and on-premise license revenues include revenues from the
licensing of our software products including Oracle Applications, Oracle
Database, Oracle Middleware and Java, among others, which our customers deploy
within cloud­based, on­premise and other IT environments. Our cloud license and
on­premise license transactions are generally perpetual in nature and are
generally recognized up front at the point in time when the software is made
available to the customer to download and use. Revenues from usage­based royalty
arrangements for distinct cloud licenses and on-premise licenses are recognized
at the point in time when the software end user usage occurs. The timing of a
few large license transactions can substantially affect our quarterly license
revenues due to the point in time nature of revenue recognition for license
transactions, which is different than the typical revenue recognition pattern
for our cloud services and license support revenues in which revenues are
generally recognized ratably over the contractual terms. Cloud license and
on-premise license customers have the option to purchase and renew license
support contracts, as described above.

Providing choice and flexibility to our customers as to when and how they deploy
our applications and infrastructure technologies are important elements of our
corporate strategy. In recent periods, customer demand for our applications and
infrastructure technologies delivered through our Oracle Cloud Services has
increased. To address customer demand and enable customer choice, we have
introduced certain programs for customers to pivot their applications and
infrastructure licenses and the related license support to the Oracle Cloud for
new deployments and to migrate to and expand with the Oracle Cloud for their
existing workloads. We expect these trends to continue.

Our cloud and license business' revenue growth is affected by many factors,
including the strength of general economic and business conditions; governmental
budgetary constraints; the strategy for and competitive position of our
offerings; the continued renewal of our cloud services and license support
customer contracts by the customer contract base; substantially all customers
continuing to purchase license support contracts in connection with their
license purchases; the pricing of license support contracts sold in connection
with the sales of licenses; the pricing, amounts and volumes of licenses and
cloud services sold; and foreign currency rate fluctuations.

On a constant currency basis, we expect that our total cloud and license revenues generally will continue to increase due to:

• expected growth in our cloud services and license support offerings; and

• continued demand for our cloud license and on-premise license offerings.




We believe these factors should contribute to future growth in our cloud and
license business' revenues, which should enable us to continue to make
investments in research and development to develop and improve our cloud and
license products and services.

Our cloud and license business' margin has historically trended upward over the
course of the four quarters within a particular fiscal year due to the
historical upward trend of our cloud and license business' revenues over those
quarterly periods and because the majority of our costs for this business are
generally fixed in the short term. The historical upward trend of our cloud and
license business' revenues over the course of the four quarters within a
particular fiscal year is primarily due to the addition of new cloud services
and license support contracts to the customer contract base that we generally
recognize as revenues ratably; the renewal of existing customers' cloud services
and license support contracts over the course of each fiscal year that we
generally recognize as revenues ratably; and the historical upward trend of our
cloud license and on-premise license revenues, which we generally recognize at a
point in time upon delivery; over those four quarterly periods.

Hardware Business



Our hardware business, which represented 9% of our total revenues on a trailing
4-quarter basis, provides a broad selection of hardware products and
hardware-related software products, including Oracle Engineered Systems,
servers, storage, industry-specific hardware, operating systems, virtualization,
management and other hardware related software, and related hardware support.
Each hardware product and its related software, such as an operating system or
firmware, are highly interdependent and interrelated and are accounted for as a
combined performance obligation. The revenues for this combined performance
obligation are generally recognized at the point in time that the hardware
product and its related software are delivered to the customer and ownership is
transferred to the customer. We expect to make investments in research and
development to improve existing

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hardware products and services and to develop new hardware products and
services. The majority of our hardware products are sold through indirect
channels, including independent distributors and value-added resellers. Our
hardware support offerings provide customers with unspecified software updates
for software components that are essential to the functionality of our hardware
products and associated software products such as Oracle Solaris. Our hardware
support offerings can also include product repairs, maintenance services and
technical support services. Hardware support contracts are entered into and
renewed at the option of the customer, are generally priced as a percentage of
the net hardware products fees and are generally recognized as revenues ratably
as the hardware support services are delivered over the contractual terms.

We generally expect our hardware business to have lower operating margins as a percentage of revenues than our cloud and license business due to the incremental costs we incur to produce and distribute these products and to provide support services, including direct materials and labor costs.



Our quarterly hardware revenues are difficult to predict. Our hardware revenues,
cost of hardware and hardware operating margins that we report are affected by
many factors, including our ability to timely manufacture or deliver a few large
hardware transactions; our strategy for and the position of our hardware
products relative to competitor offerings; customer demand for competing
offerings, including cloud infrastructure offerings; the strength of general
economic and business conditions; governmental budgetary constraints; whether
customers decide to purchase hardware support contracts at or in close proximity
to the time of hardware product sale; the percentage of our hardware support
contract customer base that renews its support contracts and the close
association between hardware products, which have a finite life, and customer
demand for related hardware support as hardware products age; customer decisions
to either maintain or upgrade their existing hardware infrastructure to newly
developed technologies that are available; and foreign currency rate
fluctuations.

Services Business



Our services business, which represented 8% of our total revenues on a trailing
4-quarter basis, helps customers and partners maximize the performance of their
investments in Oracle applications and infrastructure technologies. We believe
that our services are differentiated based on our focus on Oracle technologies,
extensive experience, broad sets of intellectual property and best practices.
Our services offerings include consulting services, advanced customer support
services and education services. Our services business has lower margins than
our cloud and license and hardware businesses. Our services revenues are
affected by many factors including, our strategy for, and the competitive
position of, our services; customer demand for our cloud and license and
hardware offerings and the associated services for these offerings; general
economic conditions; governmental budgetary constraints; personnel reductions in
our customers' IT departments; and tighter controls over customer discretionary
spending.

Acquisitions

Our selective and active acquisition program is another important element of our corporate strategy. Historically, we have invested billions of dollars to acquire a number of complementary companies, products, services and technologies.



As compelling opportunities become available, we may acquire companies,
products, services and technologies in furtherance of our corporate strategy.
Note 2 of Notes to Condensed Consolidated Financial Statements included
elsewhere in this Quarterly Report provides additional information related to
our recent acquisitions.

We believe that we can fund our future acquisitions with our internally
available cash, cash equivalents and marketable securities, cash generated from
operations, additional borrowings or from the issuance of additional securities.
We estimate the financial impact of any potential acquisition with regard to
earnings, operating margin, cash flow and return on invested capital targets
before deciding to move forward with an acquisition.

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Critical Accounting Policies and Estimates



Our consolidated financial statements are prepared in accordance with U.S.
generally accepted accounting principles (GAAP) as set forth in the Financial
Accounting Standards Board's (FASB) Accounting Standards Codification (ASC), and
we consider the various staff accounting bulletins and other applicable guidance
issued by the SEC. GAAP, as set forth within the ASC, requires us to make
certain estimates, judgments and assumptions. We believe that the estimates,
judgments and assumptions upon which we rely are reasonable based upon
information available to us at the time that these estimates, judgments and
assumptions are made. These estimates, judgments and assumptions can affect the
reported amounts of assets and liabilities as of the date of the financial
statements as well as the reported amounts of revenues and expenses during the
periods presented. To the extent that there are differences between these
estimates, judgments or assumptions and actual results, our financial statements
will be affected. The accounting policies that reflect our more significant
estimates, judgments and assumptions and which we believe are the most critical
to aid in fully understanding and evaluating our reported financial results
include:

  • Revenue Recognition;


  • Business Combinations;


  • Goodwill and Intangible Assets-Impairment Assessments;


  • Accounting for Income Taxes; and


  • Legal and Other Contingencies.


During the first half of fiscal 2020, there were no significant changes to our
critical accounting policies and estimates. Management's Discussion and Analysis
of Financial Condition and Results of Operations contained in Part II, Item 7 of
our Annual Report on Form 10-K for our fiscal year ended May 31, 2019 provides a
more complete discussion of our critical accounting policies and estimates.

Results of Operations

Presentation of Operating Segment Results and Other Financial Information



In our results of operations discussion below, we provide an overview of our
total consolidated revenues, total consolidated expenses and total consolidated
operating margin, all of which are presented on a GAAP basis. We also present a
GAAP-based discussion below for substantially all of the other expense items as
presented in our condensed consolidated statements of operations that are not
directly attributable to our three businesses.

In addition, we discuss below the results of each our three businesses-cloud and
license, hardware and services-which are our operating segments as defined
pursuant to ASC 280, Segment Reporting. The financial reporting for our three
businesses that is presented below is presented in a manner that is consistent
with that used by our CODMs. Our operating segment presentation below reflects
revenues, direct costs and sales and marketing expenses that correspond to and
are directly attributable to each of our three businesses. We also utilize these
inputs to calculate and present a segment margin for each business in the
discussion below.

Consistent with our internal management reporting processes, the below operating
segment presentation is noted to include any revenues adjustments related to
cloud services and license support contracts that would have otherwise been
recorded by the acquired businesses as independent entities but were not
recognized in our condensed consolidated statements of operations for the
periods presented due to business combination accounting requirements. Refer to
"Supplemental Disclosure Related to Certain Charges" below for additional
discussion of these items and Note 10 of Notes to Condensed Consolidated
Financial Statements included elsewhere in this Quarterly Report for a
reconciliation of the summations of our total operating segment revenues as
presented in the discussion below to total revenues as presented per our
condensed consolidated statements of operations for all periods presented.

In addition, research and development expenses, general and administrative
expenses, stock-based compensation expenses, amortization of intangible assets,
certain other expense allocations, acquisition related and other expenses,
restructuring expenses, interest expense, non-operating income, net and
provision for income taxes are not attributed to our three operating segments
because our management does not view the performance of our

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three businesses including such items and/or it is impractical to do so. Refer
to "Supplemental Disclosure Related to Certain Charges" below for additional
discussion of certain of these items and Note 10 of Notes to Condensed
Consolidated Financial Statements included elsewhere in this Quarterly Report
for a reconciliation of the summations of total segment margin as presented in
the discussion below to total income before provision for income taxes as
presented per our condensed consolidated statements of operations for all
periods presented.

Constant Currency Presentation



Our international operations have provided and are expected to continue to
provide a significant portion of each of our businesses' revenues and expenses.
As a result, each businesses' revenues and expenses and our total revenues and
expenses will continue to be affected by changes in the U.S. Dollar against
major international currencies. In order to provide a framework for assessing
how our underlying businesses performed, excluding the effects of foreign
currency rate fluctuations, we compare the percent change in the results from
one period to another period in this Quarterly Report using constant currency
disclosure. To present this information, current and comparative prior period
results for entities reporting in currencies other than U.S. Dollars are
converted into U.S. Dollars at constant exchange rates (i.e., the rates in
effect on May 31, 2019, which was the last day of our prior fiscal year) rather
than the actual exchange rates in effect during the respective periods. For
example, if an entity reporting in Euros had revenues of 1.0 million Euros from
products sold on November 30, 2019 and 2018, our financial statements would
reflect reported revenues of $1.10 million in the first half of fiscal 2020
(using 1.10 as the month-end average exchange rate for the period) and $1.13
million in the first half of fiscal 2019 (using 1.13 as the month-end average
exchange rate for the period). The constant currency presentation, however,
would translate the results for the first half of fiscal 2020 and 2019 using the
May 31, 2019 exchange rate and indicate, in this example, no change in revenues
during the period. In each of the tables below, we present the percent change
based on actual, unrounded results in reported currency and in constant
currency.

Total Revenues and Operating Expenses





                                   Three Months Ended November 30,               Six Months Ended November 30,
                                             Percent Change                               Percent Change
(Dollars in millions)            2019       Actual   Constant    2018         2019       Actual   Constant     2018
Total Revenues by Geography:
Americas                       $  5,304         1%         1%   $ 5,243     $ 10,454         0%         1%   $ 10,404
EMEA(1)                           2,695        -3%        -1%     2,782        5,248        -2%         1%      5,358
Asia Pacific                      1,615         5%         5%     1,537        3,130         5%         5%      2,993
Total revenues                    9,614         1%         1%     9,562       18,832         0%         1%     18,755
Total Operating Expenses          6,431         0%         0%     6,461       12,772        -1%         0%     12,877
Total Operating Margin         $  3,183         3%         4%   $ 3,101     $  6,060         3%         5%   $  5,878
Total Operating Margin %            33%                             32%          32%                              31%
% Revenues by Geography:
Americas                            55%                             55%          55%                              55%
EMEA                                28%                             29%          28%                              29%
Asia Pacific                        17%                             16%          17%                              16%
Total Revenues by Business:
Cloud and license              $  7,937         1%         2%   $ 7,854     $ 15,553         1%         3%   $ 15,329
Hardware                            871        -2%        -1%       891        1,686        -6%        -5%      1,796
Services                            806        -1%         0%       817        1,593        -2%        -1%      1,630
Total revenues                 $  9,614         1%         1%   $ 9,562     $ 18,832         0%         1%   $ 18,755
% Revenues by Business:
Cloud and license                   83%                             82%          83%                              82%
Hardware                             9%                              9%           9%                               9%
Services                             8%                              9%           8%                               9%



(1) Comprised of Europe, the Middle East and Africa






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Excluding the effects of currency rate fluctuations, our total revenues
increased in the fiscal 2020 periods presented relative to the corresponding
prior year periods, due to growth in our cloud and license business' revenues,
which were partially offset by decreases in our hardware revenues and services
revenues. The constant currency increases in our cloud and license revenues
during the fiscal 2020 periods presented were attributable to growth in our
cloud services and license support revenues as customers purchased our
applications and infrastructure technologies via cloud deployment models and
license deployment models and renewed their related cloud and license support
contracts to continue to gain access to our latest technology and support
services. The constant currency decreases in our hardware revenues during the
fiscal 2020 periods presented were due to reductions in our hardware products
revenues and hardware support revenues primarily due to the emphasis we placed
on the marketing and sale of our cloud-based infrastructure technologies, which
resulted in reduced sales volumes of certain of our hardware product lines and
also impacted the volume of customers that purchased hardware support contracts.
The constant currency decreases in our services revenues during the fiscal 2020
periods were primarily attributable to decreases in our education services
revenues, partially offset by increases in our consulting revenues and advanced
customer services revenues. In constant currency, total revenue growth in the
Americas and Asia Pacific regions was partially offset by a decline in revenues
in the EMEA region during the second quarter of fiscal 2020. In constant
currency, the Americas, EMEA and Asia Pacific regions contributed 28%, 15% and
57%, respectively, to the growth in our total revenues during the first half of
fiscal 2020.

Excluding the effects of currency rate fluctuations, our total operating
expenses were flat in the fiscal 2020 periods presented relative to the
corresponding prior year periods. We incurred higher constant currency cloud
services and license support expenses and higher constant currency cloud and
license related sales and marketing expenses, both of which resulted primarily
from increased headcount and infrastructure expenses to support the increases in
our cloud and license business' revenues; higher constant currency services
expenses; and higher constant currency research and development expenses; in
each case during the fiscal 2020 periods presented relative to the corresponding
prior year periods. These constant currency expense increases were partially
offset by certain expense decreases during the fiscal 2020 periods presented
relative to the corresponding prior year periods, primarily lower hardware
products costs and a related decrease in hardware sales and marketing costs,
both of which aligned to lower hardware revenues; lower restructuring expenses;
and lower amortization of intangible assets.

In constant currency, our total operating margin and operating margin as a percentage of total revenues increased slightly during the fiscal 2020 periods presented due to the constant currency increases in our total revenues.

Supplemental Disclosure Related to Certain Charges



To supplement our condensed consolidated financial information, we believe that
the following information is helpful to an overall understanding of our past
financial performance and prospects for the future.

Our operating results reported pursuant to GAAP included the following business
combination accounting adjustments, expenses related to acquisitions, certain
other expenses, and certain income items that affected our GAAP net income:



                                                  Three Months Ended            Six Months Ended
                                                     November 30,                 November 30,
(in millions)                                    2019            2018          2019          2018
Cloud services and license support deferred
revenues(1)                                    $       1       $       5     $       3     $     13
Amortization of intangible assets(2)                 407             424           821          858
Acquisition related and other(3)(5)                   12              18            37           32
Restructuring(4)                                      42             143           120          233
Stock-based compensation, operating
segments(5)                                           84             131           220          266
Stock-based compensation, R&D and G&A(5)             313             265           623          566
Income tax effects(6)                               (189 )          (258 )        (528 )       (503 )
Income tax reform(7)                                   -               -             -         (153 )
                                               $     670       $     728     $   1,296     $  1,312


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(1) In connection with our acquisitions, we have estimated the fair values of the

cloud services and license support contracts assumed. Due to our application

of business combination accounting rules, we did not recognize the cloud

services and license support revenue amounts as presented in the above table

that would have otherwise been recorded by the acquired businesses as

independent entities upon delivery of the contractual obligations. To the

extent customers for which these contractual obligations pertain renew these

contracts with us, we expect to recognize revenues for the full contracts'

values over the respective contracts' renewal periods.

(2) Represents the amortization of intangible assets, substantially all of which

were acquired in connection with our acquisitions. As of November 30, 2019,


    estimated future amortization related to intangible assets was as follows (in
    millions):




  Remainder of fiscal 2020       $   766
  Fiscal 2021                      1,347
  Fiscal 2022                      1,098
  Fiscal 2023                        675
  Fiscal 2024                        445
  Fiscal 2025                        126
  Thereafter                          35
  Total intangible assets, net   $ 4,492

(3) Acquisition related and other expenses primarily consist of personnel related

costs for transitional and certain other employees, integration related

professional services, certain business combination adjustments including

certain adjustments after the measurement period has ended and certain other

operating items, net.

(4) Restructuring expenses during the first half of fiscal 2020 and 2019 both

primarily related to employee severance in connection with our Fiscal 2019

Oracle Restructuring Plan (2019 Restructuring Plan). Additional information

regarding certain of our restructuring plans is provided in management's

discussion below under "Restructuring Expenses", in Note 5 of Notes to

Condensed Consolidated Financial Statements included elsewhere in this

Quarterly Report, and in Note 8 of Notes to Consolidated Financial Statements

included in our Annual Report on Form 10-K for the fiscal year ended May 31,

2019.

(5) Stock-based compensation was included in the following operating expense line


    items of our condensed consolidated statements of operations (in millions):




                                                      Three Months Ended             Six Months Ended
                                                         November 30,                  November 30,
                                                     2019            2018          2019            2018
    Cloud services and license support             $      30       $     

24     $      61       $      48
    Hardware                                               3               2             6               5
    Services                                              14              12            28              25
    Sales and marketing                                   37              93           125             188
    Stock-based compensation, operating segments          84             131           220             266
    Research and development                             272             222           543             479
    General and administrative                            41              43            80              87
    Total stock-based compensation                 $     397       $     396     $     843       $     832

(6) For the second quarter and first half of fiscal 2020, the applicable

jurisdictional tax rates applied to our income before provision for income

taxes after adjusting for the effects of items within the table above, such

as for stock-based compensation, amortization of intangible assets,

restructuring, and certain other acquisition related items, resulted in an

effective tax rate of 18.8% and 19.3%, respectively, instead of 17.7% and

16.0%, respectively, as derived per our condensed consolidated statements of

operations. For the second quarter and first half of fiscal 2019, the

applicable jurisdictional tax rates applied to our income before provision

for income taxes after adjusting for the effects of items within the table

above, such as for stock-based compensation, amortization of intangible

assets, restructuring, and certain other acquisition related items, and after

excluding the effects of income tax reform (see footnote (7) below), resulted

in an effective tax rate of 18.6% and 18.8%, respectively, instead of 15.9%

and 13.5%, respectively, which represented our effective tax rates as derived

per our condensed consolidated statements of operations.

(7) The income tax reform adjustment presented in the table above was due to an

income tax expense adjustment made pursuant to SEC Staff Accounting Bulletin

No. 118 (SAB 118) during the first half of fiscal 2019 related to the

enactment of the U.S. Tax Cuts and Jobs Act of 2017 (the Tax Act). The more


    significant provisions of the Tax Act as applicable to us are described in
    our Annual Report on Form 10-K for the fiscal year ended May 31, 2019.

Cloud and License Business



Our cloud and license business engages in the sale, marketing and delivery of
our applications and infrastructure technologies through various deployment
models, including license support offerings; Oracle Cloud Services offerings;
and cloud license and on-premise license offerings. License support revenues are
typically generated through the sale of license support contracts related to
cloud licenses and on-premise licenses, are purchased by our customers at their
option and are generally recognized as revenues ratably over the contractual
term, which is generally one year. Our cloud services deliver applications and
infrastructure technologies on a subscription basis

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via cloud-based deployment models that we develop, provide unspecified updates
and enhancements for, host, manage and support, and revenues are generally
recognized over the contractual term, which is generally one to three years, or
in the case of usage model contracts, as the cloud services are consumed. Cloud
license and on-premise license revenues represent fees earned from granting
customers licenses, generally on a perpetual basis, to use our database and
middleware and our applications software products within cloud and on-premise IT
environments and are generally recognized up front at the point in time when the
software is made available to the customer to download and use. We continue to
place significant emphasis, both domestically and internationally, on direct
sales through our own sales force. We also continue to market certain of our
offerings through indirect channels. Costs associated with our cloud and license
business are included in cloud services and license support expenses, and sales
and marketing expenses. These costs are largely personnel and infrastructure
related including the cost of providing our cloud services and license support
offerings, salaries and commissions earned by our sales force for the sale of
our cloud and license offerings, and marketing program costs.



                                  Three Months Ended November 30,                Six Months Ended November 30,
                                            Percent Change                               Percent Change
(Dollars in millions)           2019       Actual   Constant    2018         2019       Actual   Constant     2018
Cloud and License Revenues:
Americas(1)                   $  4,470         2%         2%   $ 4,395     $  8,827         2%         2%   $  8,687
EMEA(1)                          2,200        -3%         0%     2,262        4,270        -1%         2%      4,325
Asia Pacific(1)                  1,268         6%         6%     1,202        2,459         6%         6%      2,330
Total revenues(1)                7,938         1%         2%     7,859       15,556         1%         2%     15,342
Expenses:
Cloud services and license
support(2)                         970         6%         7%       912        1,901         7%         8%      1,779
Sales and marketing(2)           1,856         1%         2%     1,834        3,612         1%         2%      3,577
Total expenses(2)                2,826         3%         4%     2,746        5,513         3%         4%      5,356
Total Margin                  $  5,112         0%         1%   $ 5,113     $ 10,043         1%         2%   $  9,986
Total Margin %                     64%                             65%          65%                              65%
% Revenues by Geography:
Americas                           56%                             56%          57%                              57%
EMEA                               28%                             29%          27%                              28%
Asia Pacific                       16%                             15%          16%                              15%
Revenues by Offerings:
Cloud services and license
support(1)                    $  6,812         3%         3%   $ 6,642     $ 13,619         3%         4%   $ 13,259
Cloud license and
on-premise license               1,126        -7%        -7%     1,217        1,937        -7%        -6%      2,083
Total revenues(1)             $  7,938         1%         2%   $ 7,859     $ 15,556         1%         2%   $ 15,342
Revenues by Ecosystem:
Applications revenues(1)      $  2,910         3%         4%   $ 2,812     $  5,733         3%         4%   $  5,581
Infrastructure revenues(1)       5,028         0%         1%     5,047        9,823         1%         2%      9,761
Total revenues(1)             $  7,938         1%         2%   $ 7,859     $ 15,556         1%         2%   $ 15,342

(1) Includes cloud services and license support revenue adjustments related to

certain cloud services and license support contracts that would have

otherwise been recorded as revenues by the acquired businesses as independent

entities but were not recognized in our GAAP-based condensed consolidated

statements of operations for the periods presented due to business

combination accounting requirements. Such revenue adjustments were included

in our operating segment results for purposes of reporting to and review by

our CODMs. See "Presentation of Operating Segment Results and Other Financial

Information" above for additional information.

(2) Excludes stock-based compensation and certain allocations. Also excludes

amortization of intangible assets and certain other GAAP-based expenses,

which were not allocated to our operating segment results for purposes of

reporting to and review by our CODMs, as further described under

"Presentation of Operating Segment Results and Other Financial Information"


    above.


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Excluding the effects of currency rate fluctuations, total revenues from our
cloud and license business increased in the fiscal 2020 periods presented,
relative to the corresponding prior year periods, due to growth in our cloud
services and license support revenues, which was primarily due to increased
customer purchases of and renewals of cloud-based services and license support
contracts in recent periods for which we delivered such services during the
fiscal 2020 periods presented. In constant currency, our total applications
revenues and our total infrastructure revenues each grew during the fiscal 2020
periods presented, each relative to the corresponding prior year periods, as
customers continued to deploy our applications technologies and infrastructure
technologies through a wide array of different deployment models that we offer
to enable customer choice. In constant currency, the Americas and Asia Pacific
regions contributed to our cloud and license business' revenue growth, while the
EMEA region was flat, during the second quarter of fiscal 2020. In constant
currency, the Americas, EMEA and Asia Pacific regions contributed 44%, 17% and
39%, respectively, of the constant currency revenue growth for this business
during the first half of fiscal 2020.

In constant currency, total cloud and license expenses increased in the fiscal
2020 periods presented, relative to the corresponding prior year periods, due to
higher cloud services and license support expenses and higher sales and
marketing expenses, each of which increased during the fiscal 2020 periods
presented primarily due to higher employee related expenses from higher
headcount, and also due to higher technology infrastructure expenses.

Excluding the effects of currency rate fluctuations, our cloud and license
business' total margins increased during the fiscal 2020 periods presented,
relative to the corresponding prior year periods, primarily due to the fiscal
2020 increases in revenues for this business, while total fiscal 2020 margins as
a percentage of revenues remained flat in constant currency.

Hardware Business



Our hardware business' revenues are generated from the sales of our Oracle
Engineered Systems, server, storage, and industry-specific hardware. The
hardware product and related software, such as an operating system or firmware,
are highly interdependent and interrelated and are accounted for as a combined
performance obligation. The revenues for this combined performance obligation
are generally recognized at the point in time that the hardware product is
delivered to the customer and ownership is transferred to the customer. Our
hardware business also earns revenues from the sale of hardware support
contracts purchased by our customers at their option and are generally
recognized as revenues ratably as the hardware support services are delivered
over the contractual term, which is generally one year. The majority of our
hardware products are sold through indirect channels such as independent
distributors and value-added resellers and we also market and sell our hardware
products through our direct sales force. Operating expenses associated with our
hardware business include the cost of hardware products, which consists of
expenses for materials and labor used to produce these products by our internal
manufacturing operations or by third-party manufacturers, warranty expenses and
the impact of periodic changes in inventory valuation, including the impact of
inventory determined to be excess and obsolete; the cost of materials used to
repair customer products; the cost of labor and infrastructure to provide
support services; and sales and marketing expenses, which are largely personnel
related and include variable compensation earned by our sales force for the
sales of our hardware offerings.

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                                        Three Months Ended November 30,                Six Months Ended November 30,
                                                   Percent Change                              Percent Change

(Dollars in millions)               2019          Actual    Constant    2018       2019       Actual   Constant    2018
Hardware Revenues:
Americas                           $   447            -3%        -3%   $  461     $   850        -8%        -8%   $   927
EMEA                                   242            -6%        -4%      257         485        -6%        -4%       518
Asia Pacific                           182             6%         6%      173         351         0%         1%       351
Total revenues                         871            -2%        -1%      891       1,686        -6%        -5%     1,796
Expenses:
Hardware products and support(1)       277           -15%       -14%      325         541       -16%       -15%       642
Sales and marketing(1)                 114            -4%        -3%      118         231       -10%        -9%       257
Total expenses(1)                      391           -12%       -11%      443         772       -14%       -13%       899
Total Margin                       $   480             7%         8%   $  448     $   914         2%         3%   $   897
Total Margin %                         55%                                50%         54%                             50%
% Revenues by Geography:
Americas                               51%                                52%         50%                             51%
EMEA                                   28%                                29%         29%                             29%
Asia Pacific                           21%                                19%         21%                             20%



(1) Excludes stock-based compensation and certain allocations. Also excludes

amortization of intangible assets and certain other GAAP­based expenses,

which were not allocated to our operating segment results for purposes of

reporting to and review by our CODMs, as further described under

"Presentation of Operating Segments and Other Financial Information" above.




Excluding the effects of currency rate fluctuations, total hardware revenues
decreased in the fiscal 2020 periods presented, relative to the corresponding
prior year periods, due to lower hardware products revenues and lower hardware
support revenues. The decreases in hardware products and hardware support
revenues in the fiscal 2020 periods presented, relative to the corresponding
fiscal 2019 periods presented, were primarily attributable to our continued
emphasis on the marketing and sale of our cloud-based infrastructure
technologies, which resulted in reduced sales volumes of certain of our hardware
product lines and also impacted the volume of hardware support contracts sold in
recent periods. Constant currency decreases in revenue growth in the Americas
and EMEA regions were partially offset by constant currency increases in revenue
growth in the Asia Pacific region during the fiscal 2020 periods presented.

Excluding the effects of currency rate fluctuations, total hardware expenses
decreased in the fiscal 2020 periods presented, relative to the corresponding
prior year periods, primarily due to lower hardware products expenses, lower
hardware support costs, and lower sales and marketing expenses, all of which
aligned to lower hardware revenues.

In constant currency, total margin and total margin as a percentage of revenues
for our hardware business increased during the fiscal 2020 periods presented,
relative to the corresponding prior year periods, primarily due to lower
expenses.

Services Business



We offer services to customers and partners to help to maximize the performance
of their investments in Oracle applications and infrastructure technologies.
Services revenues are generally recognized over time as the services are
performed. The cost of providing our services consists primarily of personnel
related expenses, technology infrastructure expenditures, facilities expenses
and external contractor expenses.

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                                   Three Months Ended November 30,                Six Months Ended November 30,
                                              Percent Change                              Percent Change

(Dollars in millions) 2019 Actual Constant 2018


  2019       Actual   Constant    2018
Services Revenues:
Americas                      $   388            -1%        -1%   $  393     $   779        -3%        -3%   $   803
EMEA                              253            -3%        -1%      262         494        -4%        -1%       515
Asia Pacific                      165             2%         2%      162         320         3%         3%       312
Total revenues                    806            -1%         0%      817       1,593        -2%        -1%     1,630
Total Expenses(1)                 700             3%         5%      677       1,365         1%         2%     1,353
Total Margin                  $   106           -24%       -24%   $  140     $   228       -17%       -17%   $   277
Total Margin %                    13%                                17%         14%                             17%
% Revenues by Geography:
Americas                          48%                                48%         49%                             49%
EMEA                              32%                                32%         31%                             32%
Asia Pacific                      20%                                20%         20%                             19%



(1) Excludes stock-based compensation and certain allocations. Also excludes

certain other GAAP-based expenses, which were not allocated to our operating


    segment results for purposes of reporting to and review by our CODMs, as
    further described under "Presentation of Operating Segments and Other
    Financial Information" above.


Excluding the effects of currency rate fluctuations, our total services revenues
decreased during the fiscal 2020 periods presented, relative to the
corresponding prior year periods, primarily due to decreases in our education
services revenues, partially offset by increases in consulting revenues and
advanced customer services revenues. Constant currency decreases in revenue
growth in the Americas and EMEA regions were partially offset by constant
currency increases in revenue growth in the Asia Pacific region during the
fiscal 2020 periods presented.

In constant currency, total services expenses increased in the fiscal 2020 periods presented, relative to the corresponding prior year periods, primarily due to an increase in headcount and related expenses associated with our consulting offerings during the fiscal 2020 periods presented.



In constant currency, total margin and total margin as a percentage of total
services revenues decreased during the fiscal 2020 periods presented, relative
to the corresponding prior year periods, primarily due to the revenue declines
and expense increases for this business in the fiscal 2020 periods presented.

Research and Development Expenses:  Research and development expenses consist
primarily of personnel related expenditures. We intend to continue to invest
significantly in our research and development efforts because, in our judgment,
they are essential to maintaining our competitive position.



                                  Three Months Ended November 30,               Six Months Ended November 30,
                                            Percent Change                              Percent Change
(Dollars in millions)           2019       Actual   Constant    2018        2019       Actual   Constant    2018
Research and development(1)   $  1,259         0%         1%   $ 1,253     $ 2,545        -1%         0%   $ 2,560
Stock-based compensation           272        23%        23%       222         543        14%        14%       479
Total expenses                $  1,531         4%         4%   $ 1,475     $ 3,088         2%         2%   $ 3,039
% of Total Revenues                16%                             15%         16%                             16%



(1) Excluding stock-based compensation




On a constant currency basis, total research and development expenses increased
during the fiscal 2020 periods presented, relative to the corresponding prior
year periods, primarily due to higher fiscal 2020 stock-based compensation
expenses.

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General and Administrative Expenses: General and administrative expenses primarily consist of personnel related expenditures for IT, finance, legal and human resources support functions.





                                     Three Months Ended November 30,                Six Months Ended November 30,
                                                Percent Change                               Percent Change
(Dollars in millions)            2019          Actual    Constant    2018       2019        Actual   Constant    2018
General and administrative(1)   $   282            10%        11%   $  256     $   535          1%         1%   $  532
Stock-based compensation             41            -3%        -3%       43          80         -8%        -8%       87
Total expenses                  $   323             8%         9%   $  299     $   615         -1%         0%   $  619
% of Total Revenues                  3%                                 3%          3%                              3%



(1) Excluding stock-based compensation




Fiscal Second Quarter 2020 Compared to Fiscal Second Quarter 2019:  On a
constant currency basis, total general and administrative expenses increased
during the second quarter of fiscal 2020 relative to the corresponding prior
year period primarily due to higher employee related expenses and professional
fees.

First Half Fiscal 2020 Compared to First Half Fiscal 2019:  On a constant
currency basis, total general and administrative expenses were flat during the
first half of fiscal 2020 relative to the corresponding prior year period.
Higher constant currency employee related expenses during the first half of
fiscal 2020 were offset by a $29 million litigation related benefit that we do
not expect to recur that was recorded during the same period.

Amortization of Intangible Assets:  Substantially all of our intangible assets
were acquired through our business combinations. We amortize our intangible
assets over, and monitor the appropriateness of, the estimated useful lives of
these assets. We also periodically review these intangible assets for potential
impairment based upon relevant facts and circumstances. Note 4 of Notes to
Condensed Consolidated Financial Statements included elsewhere in this Quarterly
Report has additional information regarding our intangible assets and related
amortization.



                                  Three Months Ended November 30,                Six Months Ended November 30,
                                             Percent Change                               Percent Change

(Dollars in millions) 2019 Actual Constant 2018

  2019        Actual   Constant    2018
Developed technology         $   204            -4%        -4%   $  212     $   415         -2%        -2%   $  424
Cloud services and license
support agreements and
related relationships            171            -7%        -7%      184         342         -9%        -9%      376
Other                             32            14%        14%       28          64         10%        10%       58
Total amortization of
intangible assets            $   407            -4%        -4%   $  424     $   821         -4%        -4%   $  858




Amortization of intangible assets decreased during the fiscal 2020 periods
presented, relative to the corresponding prior year periods, due to a reduction
in expenses associated with certain of our intangible assets that became fully
amortized, partially offset by additional amortization from intangible assets
that we acquired in connection with our recent acquisitions.

Acquisition Related and Other Expenses:  Acquisition related and other expenses
primarily consist of personnel related costs for transitional and certain other
employees, integration related professional services, certain business
combination adjustments, including adjustments after the measurement period has
ended and certain other operating items, net.



                                                       Three Months Ended November 30,                     Six Months Ended November 30,
                                                                  Percent Change                                    Percent Change
(Dollars in millions)                             2019          Actual    

Constant 2018 2019 Actual Constant 2018 Transitional and other employee related costs $ 3

           -73%        -73%   $     11     $      7           -71%       -71%   $     25
Business combination adjustments, net                 (4 )        -224%       -224%          3            2           100%       100%          1
Other, net                                            13           204%        205%          4           28           331%       331%          6
Total acquisition related and other expenses    $     12           -33%        -32%   $     18     $     37            16%        16%   $     32


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Fiscal Second Quarter 2020 Compared to Fiscal Second Quarter 2019: On a constant
currency basis, acquisition related and other expenses decreased in the second
quarter of fiscal 2020, relative to the corresponding prior year period,
primarily due to lower transitional employee related costs and certain favorable
business combination related adjustments that were recorded in the second
quarter of fiscal 2020. These constant currency expense reductions during the
second quarter of fiscal 2020 were partially offset by higher asset impairment
costs incurred during the second quarter of fiscal 2020, as further described
below.

First Half Fiscal 2020 Compared to First Half Fiscal 2019: On a constant
currency basis, acquisition related and other expenses increased in the first
half of fiscal 2020, relative to the corresponding prior year period, due to
higher other expenses, net, which was primarily attributable to higher asset
impairment costs related to certain right of use assets and other assets that
were abandoned in connection with plans to improve our cost structure and
operations prospectively. These constant currency expense increases were
partially offset by lower transitional employee related costs during the first
half of fiscal 2020, as described above.

Restructuring Expenses: Restructuring expenses resulted from the execution of
management approved restructuring plans that were generally developed to improve
our cost structure and/or operations, often in conjunction with our acquisition
integration strategies. Restructuring expenses consist of employee severance
costs and other contract termination costs to improve our cost structure
prospectively. Prior to fiscal 2020, restructuring expenses also included
charges for duplicate facilities. For additional information regarding our
restructuring plans, see Note 5 of Notes to Condensed Consolidated Financial
Statements included elsewhere in this Quarterly Report and Note 8 of Notes to
Consolidated Financial Statements included in our Annual Report on Form 10-K for
the fiscal year ended May 31, 2019.



                                  Three Months Ended November 30,                Six Months Ended November 30,
                                             Percent Change                               Percent Change

(Dollars in millions) 2019 Actual Constant 2018

  2019        Actual   Constant    2018
Restructuring expenses       $    42           -71%       -70%   $  143     $   120        -48%       -47%   $  233




Restructuring expenses in the fiscal 2020 and 2019 periods presented primarily
related to our 2019 Restructuring Plan. Our management approved, committed to
and initiated the 2019 Restructuring Plan in order to restructure and further
improve efficiencies in our operations. The total estimated restructuring costs
associated with the 2019 Restructuring Plan are up to $626 million, of which
approximately $25 million were remaining as of November 30, 2019, and will be
recorded to the restructuring expense line item within our condensed
consolidated statements of operations as they are incurred through an expected
end date of fiscal 2020. Our estimated costs are subject to change in future
periods.

The majority of the initiatives undertaken by our 2019 Restructuring Plan were
effected to implement our continued emphasis in developing, marketing and
selling our cloud-based offerings. These initiatives impacted certain of our
sales and marketing and research and development operations. Cost savings that
are expected to be realized pursuant to our 2019 Restructuring Plan initiatives
are primarily expected to be offset by investments in resources and geographies
that best address the development, marketing and sale of our cloud­based
offerings including investments in our second­generation cloud infrastructure.

Interest Expense:



                                  Three Months Ended November 30,                Six Months Ended November 30,
                                             Percent Change                              Percent Change

(Dollars in millions) 2019 Actual Constant 2018


 2019       Actual   Constant    2018
Interest expense             $   465           -10%       -10%   $  519     $   959        -8%        -8%   $ 1,048




Interest expense decreased due to lower average borrowings during the fiscal
2020 periods presented, relative to the corresponding prior year periods,
primarily due to the maturities and repayments of $4.5 billion of senior notes
during the fiscal 2020 periods presented and $2.0 billion of senior notes during
fiscal 2019.

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Non-Operating Income, net:  Non-operating income, net consists primarily of
interest income, net foreign currency exchange gains (losses), the
noncontrolling interests in the net profits of our majority-owned subsidiaries
(primarily Oracle Financial Services Software Limited and Oracle Corporation
Japan) and net other income (losses), including net realized gains and losses
related to all of our investments, net unrealized gains and losses related to
the small portion of our investment portfolio related to our deferred
compensation plan, net unrealized gains and losses related to certain equity
securities and non-service net periodic pension income (losses).



                                  Three Months Ended November 30,                Six Months Ended November 30,
                                             Percent Change                               Percent Change

(Dollars in millions) 2019 Actual Constant 2018

  2019        Actual   Constant    2018
Interest income              $   145           -51%       -51%   $  296     $   335        -48%       -48%   $  644
Foreign currency losses,
net                              (26 )          16%        18%      (22 )       (80 )       45%        46%      (55 )
Noncontrolling interests
in income                        (46 )          45%        45%      (32 )       (87 )       22%        22%      (71 )
Other income (loss), net          19           138%       138%      (50 )        23        169%       168%      (34 )
Total non-operating
income, net                  $    92           -52%       -52%   $  192     $   191        -60%       -60%   $  484




On a constant currency basis, our non-operating income, net decreased during the
fiscal 2020 periods presented, relative to the corresponding prior year periods,
primarily due to lower interest income in the fiscal 2020 periods presented,
which was primarily attributable to lower average cash, cash equivalent and
marketable securities balances during the fiscal 2020 periods presented. These
decreases during the fiscal 2020 periods presented were partially offset by
higher other income, net, during the fiscal 2020 periods presented, which was
primarily attributable to changes in market values associated with certain
marketable equity securities that we held for certain employee benefit plans and
classified as trading, and for which an equal and offsetting amount was recorded
to our operating expenses in the same periods.



Provision for Income Taxes:  Our effective tax rates for each of the periods
presented were the result of the mix of income earned in various tax
jurisdictions that apply a broad range of income tax rates. Our provision for
income taxes varied from the tax computed at the U.S. federal statutory income
tax rate for the periods presented primarily due to earnings in foreign
operations, state taxes, the U.S. research and development tax credit,
settlements with tax authorities, the tax effects of stock-based compensation,
the Foreign Derived Intangible Income deduction and the tax effect of Global
Intangible Low-Taxed Income. Our effective tax rate in the first half of fiscal
2019 was also affected by an adjustment made pursuant to SAB 118 related to the
enactment of the Tax Act, for which the more significant provisions of the Tax
Act as applicable to us are described in our Annual Report on Form 10-K for the
fiscal year ended May 31, 2019. Future effective tax rates could be adversely
affected by an unfavorable shift of earnings weighted to jurisdictions with
higher tax rates, by unfavorable changes in tax laws and regulations, by adverse
rulings in tax related litigation, or by shortfalls in stock-based compensation
realized by employees relative to stock-based compensation that was recorded for
book purposes, among others.



                                   Three Months Ended November 30,                Six Months Ended November 30,
                                             Percent Change                                Percent Change

(Dollars in millions) 2019 Actual Constant 2018

   2019        Actual   Constant    2018
Provision for income taxes   $   499            13%        13%   $   441     $   844         18%        17%   $   716
Effective tax rate             17.7%                               15.9%       16.0%                            13.5%


Fiscal Second Quarter 2020 Compared to Fiscal Second Quarter 2019: Provision for
income taxes increased in the second quarter of fiscal 2020, relative to the
corresponding prior year period, primarily due to lower excess tax benefits
recognized on stock-based compensation expenses during the second quarter of
fiscal 2020.

First Half Fiscal 2020 Compared to First Half Fiscal 2019: Provision for income
taxes increased in the first half of fiscal 2020, relative to the corresponding
prior year period, primarily due to the absence of the net favorable impact of a
change in estimate related to our adoption of the Tax Act, as recorded pursuant
to SAB 118, in the first half of fiscal 2019.

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Liquidity and Capital Resources





                                                    November 30,               May 31,
(Dollars in millions)                                   2019          Change     2019
Working capital                                    $       19,948

-28% $ 27,756 Cash, cash equivalents and marketable securities $ 27,444 -27% $ 37,827






Working capital:  The decrease in working capital as of November 30, 2019 in
comparison to May 31, 2019 was primarily due to cash used for repurchases of our
common stock, the reclassification of $1.0 billion of long-term senior notes as
a current liability, cash used to pay dividends to our stockholders during the
first half of fiscal 2020, and the prospective recognition of current operating
lease liabilities associated with our adoption of Topic 842 as of June 1, 2019.
These unfavorable impacts were partially offset by the favorable effects to our
net current assets resulting from our net income during the first half of fiscal
2020 and, to a lesser extent, proceeds from stock option exercises. Our working
capital may be impacted by some or all of the aforementioned factors in future
periods, the amounts and timing of which are variable.

Cash, cash equivalents and marketable securities:  Cash and cash equivalents
primarily consist of deposits held at major banks, Tier-1 commercial paper and
other securities with original maturities of 90 days or less. Marketable
securities consist of corporate debt securities and certain other securities.
The decrease in cash, cash equivalents and marketable securities at November 30,
2019 in comparison to May 31, 2019 was primarily due to $10.0 billion of
repurchases of our common stock, the repayments of $4.5 billion of borrowings,
payments of cash dividends to our stockholders and cash used for capital
expenditures. These cash outflows during the first half of fiscal 2020 were
partially offset by certain cash inflows, primarily cash inflows generated by
our operations and cash inflows from stock option exercises during the first
half of fiscal 2020.

The amount of cash, cash equivalents and marketable securities that we report in
U.S. Dollars for a significant portion of the cash, cash equivalents and
marketable securities balances held by our foreign subsidiaries is subject to
translation adjustments caused by changes in foreign currency exchange rates as
of the end of each respective reporting period (the offset to which is
substantially recorded to accumulated other comprehensive loss in our condensed
consolidated balance sheets and is also presented as a line item in our
condensed consolidated statements of comprehensive income included elsewhere in
this Quarterly Report). As the U.S. Dollar generally strengthened against
certain major international currencies on a net basis during the first half of
fiscal 2020, the amount of cash, cash equivalents and marketable securities that
we reported in U.S. Dollars for these subsidiaries decreased on a net basis as
of November 30, 2019 relative to what we would have reported using constant
currency rates from the May 31, 2019 balance sheet date.



                                               Six Months Ended November 30,
(Dollars in millions)                           2019          Change     2018
Net cash provided by operating activities   $      6,513        -10%   $   7,268
Net cash provided by investing activities   $     13,619        150%   $   5,452
Net cash used for financing activities      $    (16,096 )      -31%   $ (23,356 )




Cash flows from operating activities:  Our largest source of operating cash
flows is cash collections from our customers following the purchase and renewal
of their license support agreements. Payments from customers for these support
agreements are generally received near the beginning of the contracts' terms,
which are generally one year in length. Over the course of a fiscal year, we
also have historically generated cash from the sales of new licenses, cloud
services, hardware offerings and other services. Our primary uses of cash from
operating activities are for employee related expenditures, material and
manufacturing costs related to the production of our hardware products, taxes,
interest payments and leased facilities.

Net cash provided by operating activities decreased in the first half of fiscal
2020, relative to the corresponding prior year period, due primarily to lower
net income and certain cash unfavorable changes in working capital balances
during the first half of fiscal 2020, in each case relative to the corresponding
prior year period.

Cash flows from investing activities:  The changes in cash flows from investing
activities primarily relate to the timing of our purchases, maturities and sales
of our investments in marketable securities, and investments in capital and
other assets, including certain intangible assets, to support our growth.

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Net cash provided by investing activities increased during the first half of
fiscal 2020, primarily due to an increase in the sales and maturities of, and a
decrease in the purchases of, marketable securities and other investments during
the first half of fiscal 2020 relative to the corresponding prior year period.

Cash flows from financing activities:  The changes in cash flows from financing
activities primarily relate to borrowings and repayments related to our debt
instruments, stock repurchases, dividend payments and net proceeds related to
employee stock programs.

Net cash used for financing activities in the first half of fiscal 2020
decreased compared to the first half of fiscal 2019 primarily due to decreased
stock repurchases as we repurchased $10.0 billion of common stock in the first
half of fiscal 2020 compared to $20.0 billion in the first half of fiscal 2019.
This cash favorable variance to our financing activities during the first half
of fiscal 2020 was partially offset by increased debt repayments made during the
first half of fiscal 2020 relative to the corresponding prior year period.

Free cash flow:  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 flows generated from our operations. We believe that 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. We calculate free cash flow as follows:



                                                           Trailing 4-Quarters Ended November 30,
(Dollars in millions)                                      2019              Change          2018
Net cash provided by operating activities              $      13,796              -9%    $      15,238
Capital expenditures                                          (1,591 )             8%           (1,468 )
Free cash flow                                         $      12,205             -11%    $      13,770
Net income                                             $      10,933                     $       3,827
Free cash flow as percent of net income                         112%                              360%




Long-Term Customer Financing:  We offer certain of our customers the option to
acquire licenses, cloud services, hardware and other services offerings through
separate long-term payment contracts. We generally sell these contracts that we
have financed for our customers on a non-recourse basis to financial
institutions within 90 days of the contracts' dates of execution. We generally
record the transfers of amounts due from customers to financial institutions as
sales of financing receivables because we are considered to have surrendered
control of these financing receivables. We financed $330 million and $247
million, respectively, or approximately 17% and 12%, respectively, of our cloud
license and on-premise license revenues in the first half of fiscal 2020 and
2019, respectively.

Contractual Obligations:  During the first half of fiscal 2020, there were no
significant changes to our estimates of future payments under our fixed
contractual obligations and commitments as presented in Part II, Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in our Annual Report on Form 10-K for our fiscal year ended
May 31, 2019.

We believe that our current cash, cash equivalents and marketable securities and
cash generated from operations will be sufficient to meet our working capital,
capital expenditures and contractual obligation requirements. In addition, we
believe that we could fund our future acquisitions, dividend payments and
repurchases of common stock or debt with our internally available cash, cash
equivalents and marketable securities, cash generated from operations,
additional borrowings or from the issuance of additional securities.

Off-Balance Sheet Arrangements: We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


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Restricted Stock-Based Awards and Stock Options

Our stock-based compensation program is a key component of the compensation package we provide to attract and retain certain of our talented employees and align their interests with the interests of existing stockholders.



We recognize that restricted stock-based awards and stock options dilute
existing stockholders and have sought to control the number of stock-based
awards granted while providing competitive compensation packages. Consistent
with these dual goals, our cumulative potential dilution since June 1, 2016 has
been a weighted-average annualized rate of 1.5% per year. The potential dilution
percentage is calculated as the average annualized new restricted stock-based
awards and stock options granted and assumed, net of restricted stock-based
awards and stock options forfeited by employees leaving the company, divided by
the weighted-average outstanding shares during the calculation period. This
maximum potential dilution will only result if all restricted stock-based awards
vest and all stock options are exercised. Of the outstanding stock options at
November 30, 2019, which generally have a ten-year exercise period,
substantially all have exercise prices lower than the market price of our common
stock on such date. In recent years, our stock repurchase program has more than
offset the dilutive effect of our stock-based compensation program. However, we
may modify the levels of our stock repurchases in the future depending on a
number of factors, including the amount of cash we have available for
acquisitions, to pay dividends, to repay or repurchase indebtedness or for other
purposes. At November 30, 2019, the maximum potential dilution from all
outstanding restricted stock-based awards and unexercised stock options,
regardless of when granted and regardless of whether vested or unvested, was
9.5%.

Recent Accounting Pronouncements



For information with respect to recent accounting pronouncements, if any, and
the impact of these pronouncements on our consolidated financial statements, if
any, see Note 1 of Notes to Condensed Consolidated Financial Statements included
elsewhere in this Quarterly Report.

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