UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended February 29, 2004
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number: 0-14376
Oracle Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 94-2871189 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification no.) |
500 Oracle Parkway
Redwood City, California 94065
(Address of principal executive offices, including zip code)
(650) 506-7000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x NO ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨
The number of shares of registrants common stock outstanding as of March 12, 2004: 5,194,988,009
FORM 10-Q
QUARTERLY REPORT
TABLE OF CONTENTS
| Page | ||||
| PART I. |
FINANCIAL INFORMATION | |||
| Item 1. |
Financial Statements (Unaudited) | |||
| Condensed Consolidated Balance Sheets as of February 29, 2004 and May 31, 2003 | 3 | |||
| Condensed Consolidated Statements of Operations for the Three and Nine Months Ended February 29, 2004 and February 28, 2003 | 4 | |||
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended February 29, 2004 and February 28, 2003 | 5 | |||
| Notes to Condensed Consolidated Financial Statements | 6 | |||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 16 | ||
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 41 | ||
| Item 4. |
Controls and Procedures | 43 | ||
| PART II. |
OTHER INFORMATION | |||
| Item 1. |
Legal Proceedings | 44 | ||
| Item 2. |
Changes in Securities and Use of Proceeds | 44 | ||
| Item 6. |
Exhibits and Reports on Form 8-K | 44 | ||
| Signatures | 45 | |||
| PART I. | FINANCIAL INFORMATION |
| Item 1. | Financial Statements |
CONDENSED CONSOLIDATED BALANCE SHEETS
As of February 29, 2004 and May 31, 2003
(Unaudited)
| (in millions, except per share data) |
February 29, 2004 |
May 31, 2003 | ||||
| ASSETS | ||||||
| Current assets: |
||||||
| Cash and cash equivalents |
$ | 4,192 | $ | 4,737 | ||
| Short-term investments |
3,826 | 1,782 | ||||
| Trade receivables, net of allowances of $358 as of February 29, 2004 and $376 as of May 31, 2003 |
1,545 | 1,920 | ||||
| Other receivables |
225 | 301 | ||||
| Deferred tax assets |
333 | 381 | ||||
| Prepaid expenses and other current assets |
113 | 106 | ||||
| Total current assets |
10,234 | 9,227 | ||||
| Investments in debt securities |
| 233 | ||||
| Property, net |
1,080 | 1,062 | ||||
| Deferred tax assets |
165 | 197 | ||||
| Intangible and other assets |
236 | 345 | ||||
| Total assets |
$ | 11,715 | $ | 11,064 | ||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||
| Current liabilities: |
||||||
| Accounts payable |
$ | 188 | $ | 228 | ||
| Current portion of long-term debt |
| 153 | ||||
| Income taxes payable |
715 | 891 | ||||
| Accrued compensation and related benefits |
445 | 454 | ||||
| Other accrued liabilities |
1,037 | 1,023 | ||||
| Deferred revenues |
1,355 | 1,409 | ||||
| Total current liabilities |
3,740 | 4,158 | ||||
| Notes payable and long-term debt, net of current portion |
170 | 175 | ||||
| Deferred tax liabilities |
151 | 186 | ||||
| Other long-term liabilities |
248 | 225 | ||||
| Commitments and contingencies |
||||||
| Stockholders equity: |
||||||
| Preferred stock, $0.01 par valueauthorized: 1.0 shares; outstanding: none |
| | ||||
| Common stock, $0.01 par value and additional paid in capitalauthorized: 11,000 shares; outstanding: 5,195 shares as of February 29, 2004 and 5,233 shares as of May 31, 2003 |
5,329 | 5,101 | ||||
| Retained earnings |
1,828 | 1,092 | ||||
| Accumulated other comprehensive income |
249 | 127 | ||||
| Total stockholders equity |
7,406 | 6,320 | ||||
| Total liabilities and stockholders equity |
$ | 11,715 | $ | 11,064 | ||
See notes to condensed consolidated financial statements.
3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended February 29, 2004 and February 28, 2003
(Unaudited)
| Three Months Ended |
Nine Months Ended |
||||||||||||||
| (in millions, except per share data) |
February 29, 2004 |
February 28, 2003 |
February 29, 2004 |
February 28, 2003 |
|||||||||||
| Revenues: |
|||||||||||||||
| New software licenses |
$ | 847 | $ | 755 | $ | 2,227 | $ | 2,083 | |||||||
| Software license updates and product support |
1,176 | 1,005 | 3,325 | 2,863 | |||||||||||
| Services |
486 | 547 | 1,528 | 1,697 | |||||||||||
| Total revenues |
2,509 | 2,307 | 7,080 | 6,643 | |||||||||||
| Operating expenses: |
|||||||||||||||
| Sales and marketing |
527 | 521 | 1,515 | 1,505 | |||||||||||
| Software license updates and product support |
143 | 120 | 407 | 354 | |||||||||||
| Cost of services |
439 | 454 | 1,337 | 1,408 | |||||||||||
| Research and development |
328 | 301 | 951 | 882 | |||||||||||
| General and administrative |
145 | 115 | 413 | 325 | |||||||||||
| Total operating expenses |
1,582 | 1,511 | 4,623 | 4,474 | |||||||||||
| Operating income |
927 | 796 | 2,457 | 2,169 | |||||||||||
| Net investment gains (losses) related to equity securities |
(2 | ) | (6 | ) | 30 | (108 | ) | ||||||||
| Other income, net |
22 | 39 | 39 | 90 | |||||||||||
| Income before provision for income taxes |
947 | 829 | 2,526 | 2,151 | |||||||||||
| Provision for income taxes |
312 | 258 | 835 | 702 | |||||||||||
| Net income |
$ | 635 | $ | 571 | $ | 1,691 | $ | 1,449 | |||||||
| Earnings per share: |
|||||||||||||||
| Basic |
$ | 0.12 | $ | 0.11 | $ | 0.32 | $ | 0.27 | |||||||
| Diluted |
$ | 0.12 | $ | 0.11 | $ | 0.32 | $ | 0.27 | |||||||
| Weighted average common shares outstanding: |
|||||||||||||||
| Basic |
5,218 | 5,259 | 5,225 | 5,322 | |||||||||||
| Diluted |
5,337 | 5,383 | 5,340 | 5,439 | |||||||||||
See notes to condensed consolidated financial statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended February 29, 2004 and February 28, 2003
(Unaudited)
| Nine Months Ended |
||||||||
| (in millions) |
February 29, 2004 |
February 28, 2003 |
||||||
| Cash Flows From Operating Activities: |
||||||||
| Net income |
$ | 1,691 | $ | 1,449 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation |
150 | 193 | ||||||
| Amortization of intangible assets |
29 | 65 | ||||||
| Net investment (gains) losses related to equity securities |
(30 | ) | 108 | |||||
| Deferred income taxes |
45 | (19 | ) | |||||
| Changes in assets and liabilities: |
||||||||
| Decrease in trade receivables |
432 | 665 | ||||||
| Decrease in prepaid expenses and other assets |
95 | 104 | ||||||
| Decrease in accounts payable and other current liabilities |
(95 | ) | (182 | ) | ||||
| Decrease in income taxes payable |
(76 | ) | (105 | ) | ||||
| Decrease in deferred revenues |
(68 | ) | (68 | ) | ||||
| Decrease in other long-term liabilities |
(14 | ) | (13 | ) | ||||
| Net cash provided by operating activities |
2,159 | 2,197 | ||||||
| Cash Flows From Investing Activities: |
||||||||
| Purchases of investments |
(7,578 | ) | (3,066 | ) | ||||
| Proceeds from maturities and sale of investments |
5,829 | 4,064 | ||||||
| Capital expenditures |
(144 | ) | (88 | ) | ||||
| Increase in other assets |
(33 | ) | (64 | ) | ||||
| Net cash provided by (used for) investing activities |
(1,926 | ) | 846 | |||||
| Cash Flows From Financing Activities: |
||||||||
| Payments for repurchase of common stock |
(1,027 | ) | (2,196 | ) | ||||
| Proceeds from issuance of common stock |
241 | 200 | ||||||
| Payments of long-term debt |
(150 | ) | | |||||
| Settlement of forward contract |
| (166 | ) | |||||
| Net cash used for financing activities |
(936 | ) | (2,162 | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents |
158 | 112 | ||||||
| Net increase (decrease) in cash and cash equivalents |
(545 | ) | 993 | |||||
| Cash and cash equivalents at beginning of period |
4,737 | 3,095 | ||||||
| Cash and cash equivalents at end of period |
$ | 4,192 | $ | 4,088 | ||||
See notes to condensed consolidated financial statements.
5
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
February 29, 2004
(Unaudited)
1. BASIS OF PRESENTATION
We have prepared the condensed consolidated financial statements included herein, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures are adequate to ensure the information presented is not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2003.
We believe that all necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying financial statements to present fairly the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for our fiscal year ending May 31, 2004. Certain prior period balances have been reclassified to conform to the current period presentation.
2. STOCK BASED COMPENSATION PLANS
We issue stock options to our employees and outside directors and provide employees the right to purchase our stock pursuant to stockholder approved stock option and employee stock purchase programs. We account for our stock-based compensation plans under the intrinsic value method of accounting as defined by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. We apply the disclosure