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.

Statement by Oracle Regarding Proposal Submitted to United States Treasury

On September 14, 2020, Oracle confirmed a statement by Steven Mnuchin, United States Secretary of the Treasury, that Oracle is part of a proposal submitted by ByteDance Ltd. to the U.S. Treasury Department over the weekend of September 12 and 13, 2020 in which it is proposed that Oracle will serve as the trusted technology provider.

Impacts of the COVID-19 Pandemic on Oracle's Business

For a discussion of the impacts on and risks to our business from COVID-19, please refer to "Impacts of the COVID-19 Pandemic on Oracle's Business" included in Item 1 Business and certain risk factors included in Item 1A Risk Factors in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020; and the information presented below in Results of Operations in this Item 2.

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


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        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.

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 as revenues 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 further 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' total 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.



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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; in each case 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 offerings, 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 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 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.



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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. The pace of our acquisitions has slowed recently, but 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 flows and return on invested capital targets before deciding to move forward with an acquisition.

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 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 quarter of fiscal 2021, 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, 2020 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 of 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 of our three businesses in the discussion below.



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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 expenses or 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 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 of our 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, 2020, 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 August 31, 2020 and 2019, our financial statements would reflect reported revenues of $1.18 million in the first quarter of fiscal 2021 (using 1.18 as the month-end average exchange rate for the period) and $1.11 million in the first quarter of fiscal 2020 (using 1.11 as the month-end average exchange rate for the period). The constant currency presentation, however, would translate the results for the first quarter of fiscal 2021 and 2020 using the May 31, 2020 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.



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Total Revenues and Operating Expenses





                                    Three Months Ended August 31,
                                            Percent Change
(Dollars in millions)           2020       Actual   Constant    2019
Total Revenues by Geography:
Americas                       $ 5,068        -2%         0%   $ 5,150
EMEA(1)                          2,738         7%         5%     2,553
Asia Pacific                     1,561         3%         3%     1,515
Total revenues                   9,367         2%         2%     9,218
Total Operating Expenses         6,156        -3%        -3%     6,341
Total Operating Margin         $ 3,211        12%        11%   $ 2,877
Total Operating Margin %           34%                             31%
% Revenues by Geography:
Americas                           54%                             56%
EMEA                               29%                             28%
Asia Pacific                       17%                             16%
Total Revenues by Business:
Cloud and license              $ 7,833         3%         3%   $ 7,617
Hardware                           814         0%         0%       815
Services                           720        -8%        -8%       786
Total revenues                 $ 9,367         2%         2%   $ 9,218
% Revenues by Business:
Cloud and license                  83%                             83%
Hardware                            9%                              9%
Services                            8%                              8%



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

Excluding the effects of currency rate fluctuations, our total revenues increased in the first quarter of fiscal 2021, relative to the first quarter of fiscal 2020, due to growth in our cloud and license business' revenues, which were partially offset by a decline in our services business' revenues, while our hardware business' revenues remained flat. The constant currency increase in our cloud and license business' revenues during the first quarter of fiscal 2021, relative to the first quarter of fiscal 2020, was 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 contracts and license support contracts to continue to gain access to our latest technologies and support services; and growth in cloud license and on­premise license revenues. The constant currency decrease in our services business' revenues during the first quarter of fiscal 2021, relative to the first quarter of fiscal 2020, was attributable to declines in each of our primary services offerings. Due to the effects of the COVID-19 pandemic, all three of our businesses' revenues were adversely impacted during the first quarter of fiscal 2021 and some of these effects may continue throughout fiscal 2021. While we expect these effects to be temporary, the impacts of COVID-19 for the remainder of fiscal 2021 and future periods are unknown. On a constant currency basis, the EMEA and Asia Pacific regions contributed to our first quarter fiscal 2021 total revenues growth while the Americas region was flat.



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Excluding the effects of currency rate fluctuations, our total operating expenses decreased during the first quarter of fiscal 2021, relative to the first quarter of fiscal 2020, primarily due to lower sales and marketing expenses, lower hardware expenses and lower services expenses, all of which were attributable to lower headcount and a reduction in certain variable expenditures as further described below. These constant currency expense decreases were partially offset by certain constant currency expense increases during the first quarter of fiscal 2021 including: higher cloud services and license support expenses, which increased primarily due to an increase in headcount and higher infrastructure investments that were made to support the increase in our cloud and license business' revenues; higher research and development expenses, which increased primarily due to higher employee related expenses resulting from increased headcount; and higher restructuring expenses, which increased due to actions taken during the first quarter of fiscal 2021 pursuant to the Fiscal 2019 Oracle Restructuring Plan (2019 Restructuring Plan). The 2019 Restructuring Plan is described further in Note 5 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report. During the first quarter of fiscal 2021, we curtailed a number of variable expenditures across all of our lines of businesses and functions including employee travel expenses and marketing expenses, among others, in response to COVID-19. We expect certain of these expenses to normalize in future periods provided global economic conditions improve.

In constant currency, our total operating margin and total operating margin as a percentage of total revenues increased in the first quarter of fiscal 2021 due to higher total revenues and lower total operating expenses.

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 and expenses related to acquisitions and certain other expense and income items that affected our GAAP net income:





                                                            Three Months Ended
                                                                August 31,
(in millions)                                               2020           2019

Cloud services and license support deferred revenues(1) $ 1 $ 2 Amortization of intangible assets(2)

                            345           414
Acquisition related and other(3)(5)                              19            25
Restructuring(4)                                                174            78
Stock-based compensation, operating segments(5)                 116           136
Stock-based compensation, R&D and G&A(5)                        312           310
Income tax effects(6)                                          (336 )        (339 )
                                                          $     631       $   626

(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 August 31, 2020
    estimated future amortization related to intangible assets was as follows (in
    millions):




  Remainder of fiscal 2021       $ 1,012
  Fiscal 2022                      1,106
  Fiscal 2023                        682
  Fiscal 2024                        445
  Fiscal 2025                        126
  Fiscal 2026                         24
  Thereafter                          10
  Total intangible assets, net   $ 3,405


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(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 quarter of fiscal 2021 and 2020


    primarily related to employee severance in connection with our 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, 2020.

(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
                                                        August 31,
                                                   2020            2019
  Cloud services and license support             $      30       $      31
  Hardware                                               3               3
  Services                                              12              14
  Sales and marketing                                   71              88
  Stock-based compensation, operating segments         116             136
  Research and development                             276             271
  General and administrative                            36              39
  Total stock-based compensation                 $     428       $     446

(6) For the first quarter of fiscal 2021 and 2020, respectively, the applicable


    jurisdictional tax rates applied to our income before provision for income
    taxes after excluding the tax 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
    effective tax rates of 19.1% and 19.8%, respectively, instead of 13.3% and
    13.9%, respectively, which represented our effective tax rates as derived per
    our condensed consolidated statements of operations.

Cloud and License Business

Our cloud and license business engages in the sale and marketing of our applications and infrastructure technologies that are delivered through various deployment models and include: Oracle license support offerings; Oracle Cloud Services offerings; and Oracle 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 via cloud-based deployment models that we develop, provide unspecified updates and enhancements for, host, manage and support. Revenues for our cloud services 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.





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                                                  Three Months Ended August 31,
                                                          Percent Change
(Dollars in millions)                        2020        Actual    Constant     2019
Cloud and License Revenues:
Americas(1)                                $  4,321          -1%         0%   $  4,357
EMEA(1)                                       2,293          11%         8%      2,070
Asia Pacific(1)                               1,220           2%         2%      1,192
Total revenues(1)                             7,834           3%         3%      7,619
Expenses:
Cloud services and license support(2)           958           3%         3%        931
Sales and marketing(2)                        1,633          -7%        -7%      1,757
Total expenses(2)                             2,591          -4%        -3%      2,688
Total Margin                               $  5,243           6%         6%   $  4,931
Total Margin %                                  67%                                65%
% Revenues by Geography:
Americas                                        55%                                57%
EMEA                                            29%                                27%
Asia Pacific                                    16%                                16%
Revenues by Offerings:
Cloud services and license support(1)      $  6,948           2%         2%   $  6,807
Cloud license and on-premise license            886           9%         8%        812
Total revenues(1)                          $  7,834           3%         3%   $  7,619
Cloud Services and License Support
Revenues by Ecosystem:
Applications cloud services and license
support(1)                                 $  2,817           4%         4%   $  2,706
Infrastructure cloud services and
license support(1)                            4,131           1%         1%      4,101
Total cloud services and license support
revenues(1)                                $  6,948           2%         2%   $  6,807

(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 expense 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.

Excluding the effects of currency rate fluctuations, our cloud and license business' total revenues increased in the first quarter of fiscal 2021, relative to the corresponding prior year period, 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 first quarter of fiscal 2021; and due to growth in our cloud license and on-premise license revenues. Our cloud and license business' revenues were adversely impacted during the first quarter of fiscal 2021 due to the COVID-19 pandemic, and the impacts of COVID-19 for the rest of fiscal 2021 and future periods are unknown. In constant currency, the Americas, EMEA and Asia Pacific regions contributed 7%, 80% and 13%, respectively, of the constant currency revenue growth for this business in the first quarter of fiscal 2021.

In constant currency, our total cloud and license business' expenses decreased in the first quarter of fiscal 2021, relative to the corresponding prior year period, due to lower sales and marketing expenses, which decreased primarily due to lower employee related expenses attributable to lower headcount; and due to our curtailment of variable expenditures during the first quarter of fiscal 2021, including lower employee travel expenses and marketing expenses in response to COVID-19. These constant currency expense decreases were partially offset by higher cloud services and license support expenses during the first quarter of fiscal 2021, which were primarily attributable to higher employee related expenses and higher technology infrastructure expenses to support the increase in our cloud and license business' revenues.



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Excluding the effects of currency rate fluctuations, our cloud and license business' total margin and total margin as percentage of revenues increased during the first quarter of fiscal 2021, relative to the first quarter of fiscal 2020, due to the increase in total revenues and the decrease in total expenses for this business.

Hardware Business

Our hardware business' revenues are generated from the sales of our Oracle Engineered Systems, server, storage, and industry-specific hardware offerings. 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.





                                       Three Months Ended August 31,
                                                 Percent Change
(Dollars in millions)               2020        Actual   Constant   2019
Hardware Revenues:
Americas                           $   409          1%         3%   $ 404
EMEA                                   220         -9%       -10%     243
Asia Pacific                           185         10%         9%     168
Total revenues                         814          0%         0%     815
Expenses:
Hardware products and support(1)       239         -9%        -9%     264
Sales and marketing(1)                  98        -17%       -16%     117
Total expenses(1)                      337        -12%       -11%     381
Total Margin                       $   477         10%        10%   $ 434
Total Margin %                         59%                            53%
% Revenues by Geography:
Americas                               50%                            49%
EMEA                                   27%                            30%
Asia Pacific                           23%                            21%



(1) Excludes stock-based compensation and certain expense 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 remained flat in the first quarter of fiscal 2021. Constant currency hardware product revenue increases during the first quarter of fiscal 2021 that were primarily attributable to growth in our Oracle Exadata and certain other strategic hardware offerings were offset by a decline in hardware support revenues. During the first quarter of fiscal 2021, we continued the emphasis on the marketing and sale of our strategic hardware offerings and cloud-based infrastructure technologies and the de-emphasis of our sales and marketing efforts for certain of our non-strategic hardware products, 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. Our hardware business' revenues were also adversely impacted during the first quarter of fiscal 2021 by the unfavorable economic effects caused by COVID-19.



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Excluding the effects of currency rate fluctuations, total hardware expenses decreased in the first quarter of fiscal 2021, relative to the first quarter of fiscal 2020, primarily due to lower hardware support costs and lower sales and marketing costs, both of which were primarily attributable to reduced headcount.

In constant currency, total margin and total margin as a percentage of revenues for our hardware business increased during the first quarter of fiscal 2021 due to a reduction in our total hardware 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.





                               Three Months Ended August 31,
                                         Percent Change
(Dollars in millions)       2020        Actual   Constant   2019
Services Revenues:
Americas                   $   339        -13%       -12%   $ 391
EMEA                           225         -6%        -8%     240
Asia Pacific                   156          0%        -1%     155
Total revenues                 720         -8%        -8%     786
Total Expenses(1)              585        -12%       -12%     665
Total Margin               $   135         10%        11%   $ 121
Total Margin %                 19%                            16%
% Revenues by Geography:
Americas                       47%                            50%
EMEA                           31%                            31%
Asia Pacific                   22%                            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 first quarter of fiscal 2021, relative to the first quarter of fiscal 2020, due to revenue decreases in each of our primary services offerings. Our services business revenues were also adversely impacted during the first quarter of fiscal 2021 by the impacts of COVID-19, including the impacts of consulting project delays due to customer resource constraints and jurisdictional restrictions imposed with respect to in-person meetings. In addition, we incurred lower billable travel expenses and lower billable sub-contractor expenses for which we were to be reimbursed by our customers, which reduced the amount of revenues and expenses we reported for our services business during the first quarter of fiscal 2021.

In constant currency, total services expenses decreased during the first quarter of fiscal 2021, relative to the corresponding prior year period, primarily due to lower employee related costs caused by lower headcount and lower travel and sub-contractor expenses as described above.

In constant currency, total margin and total margin as a percentage of total services revenues increased during the first quarter of fiscal 2021, relative to the first quarter of fiscal 2020, primarily due to lower total expenses for this business.

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.



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                                   Three Months Ended August 31,
                                           Percent Change
(Dollars in millions)          2020       Actual   Constant    2019
Research and development(1)   $ 1,313         2%         3%   $ 1,286
Stock-based compensation          276         2%         2%       271
Total expenses                $ 1,589         2%         3%   $ 1,557
% of Total Revenues               17%                             17%



(1) Excluding stock-based compensation

On a constant currency basis, total research and development expenses increased during the first quarter of fiscal 2021, relative to the first quarter of fiscal 2020, primarily due to higher employee related expenses resulting from increased headcount, partially offset by lower travel expenses due to the impacts of COVID-19.

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 August 31,
                                              Percent Change
(Dollars in millions)            2020        Actual   Constant   2019
General and administrative(1)   $   259          2%         4%   $ 253
Stock-based compensation             36         -8%        -8%      39
Total expenses                  $   295          1%         2%   $ 292
% of Total Revenues                  3%                             3%



(1) Excluding stock-based compensation

Excluding the effects of currency rate fluctuations, total general and administrative expenses increased modestly in the first quarter of fiscal 2021 primarily due to a $29 million litigation related benefit that was recorded during the first quarter of fiscal 2020 that reduced our expenses in that period. This unfavorable variance to our reported general and administrative expenses during the first quarter of fiscal 2021 relative to the corresponding prior year period was partially offset by lower travel expenses and certain other expense reductions during the current year period due to the impacts of COVID-19.

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 August 31,
                                                            Percent Change
(Dollars in millions)                        2020          Actual    Constant     2019
Developed technology                       $     158          -25%       -25%   $    211
Cloud services and license support
agreements and related relationships             164           -4%        -4%        171
Other                                             23          -30%       -30%         32

Total amortization of intangible assets $ 345 -17% -17% $ 414

Amortization of intangible assets decreased in the first quarter of fiscal 2021, relative to the first quarter of fiscal 2020, 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.



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





                                                     Three Months Ended August 31,
                                                               Percent Change
(Dollars in millions)                            2020         Actual    Constant   2019
Transitional and other employee related costs   $    2           -50%       -50%   $   4
Business combination adjustments, net                1           -67%       -67%       3
Other, net                                          16           -11%       -11%      18
Total acquisition related and other expenses    $   19           -23%       -22%   $  25

On a constant currency basis, acquisition related and other expenses decreased in the first quarter of fiscal 2021, relative to the first quarter of fiscal 2020, primarily due to lower transitional and other employee related costs, lower business combination adjustments, and lower other expenses, net, which primarily related to certain right of use assets and other assets that were abandoned in connection with plans to improve our cost structure and operations during the periods presented.

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. 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, 2020.





                              Three Months Ended August 31,
                                        Percent Change
(Dollars in millions)     2020         Actual   Constant   2019
Restructuring expenses   $   174         123%       122%   $  78

Restructuring expenses in the first quarter of fiscal 2021 and 2020 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. We may incur additional restructuring expenses in future periods due to the initiation of new restructuring plans or from changes in estimated costs associated with existing restructuring plans.

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. Certain of the cost savings realized pursuant to our 2019 Restructuring Plan initiatives were offset by investments in resources and geographies that best address the development, marketing, sale and delivery of our cloud­based offerings including investments in our second­generation cloud infrastructure.



Interest Expense:



                            Three Months Ended August 31,
                                      Percent Change
(Dollars in millions)    2020        Actual   Constant   2019
Interest expense        $   614         24%        24%   $ 494

Interest expense increased during the first quarter of fiscal 2021, relative to the first quarter of fiscal 2020, primarily due to higher average borrowings resulting from our issuance of $20.0 billion of senior notes in April 2020, which was partially offset by a reduction in interest expense resulting primarily from the maturities and repayments of $1.0 billion of senior notes during the first quarter of fiscal 2021 and $4.5 billion of senior notes during fiscal 2020.



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Non-Operating (Expenses) Income, net: Non-operating (expenses) income, net consists primarily of interest income, net foreign currency exchange 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 and expenses, 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 and losses.





                                                 Three Months Ended August 31,
                                                           Percent Change
(Dollars in millions)                         2020        Actual   Constant   2019
Interest income                              $    31        -84%       -84%   $ 190
Foreign currency losses, net                     (50 )       -9%       -13%     (55 )
Noncontrolling interests in income               (38 )       -6%        -6%     (40 )
Other, net                                        55           *          *       4

Total non-operating (expenses) income, net $ (2 ) 102% 99% $ 99






* Not meaningful



On a constant currency basis, non-operating expenses, net increased during the first quarter of fiscal 2021, relative to the first quarter of fiscal 2020, primarily due to reduced interest income in the first quarter of fiscal 2021, which was primarily caused by lower interest rates that were applicable to our cash, cash equivalent and marketable securities balances during the first quarter of fiscal 2021. This variance to our non-operating expenses, net during the first quarter of fiscal 2021 was partially offset by higher other income, net, during the first quarter of fiscal 2021, 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 period.

Provision for Income Taxes: Our effective income 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. 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 August 31,
                                           Percent Change

(Dollars in millions) 2020 Actual Constant 2019 Provision for income taxes $ 344 0% -1% $ 345 Effective tax rate

             13.3%                           13.9%


Provision for income taxes in the first quarter of fiscal 2021 was substantially consistent with that of the first quarter of fiscal 2020 as higher income before provision for income taxes was offset primarily by an increase in tax benefits related to stock-based compensation during the first quarter of fiscal 2021 relative to the first quarter of fiscal 2020.

Liquidity and Capital Resources





                                                    August 31,               May 31,
(Dollars in millions)                                  2020         Change     2020
Working capital                                    $     31,191       -11%   $ 34,940

Cash, cash equivalents and marketable securities $ 42,279 -2% $ 43,057




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Working capital: The decrease in working capital as of August 31, 2020 in comparison to May 31, 2020 was primarily due to cash used for repurchases of our common stock, the reclassification of $1.5 billion of long-term senior notes as current liabilities and cash used to pay dividends to our stockholders during the first quarter of fiscal 2021. These unfavorable impacts were partially offset by the favorable effects to our net current assets resulting from our net income during the first quarter of fiscal 2021 and cash 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 August 31, 2020 in comparison to May 31, 2020 was primarily due to $4.9 billion of settled repurchases of our common stock, the repayment of $1.0 billion of borrowings, payments of cash dividends to our stockholders and cash used for capital expenditures. These cash outflows during the first quarter of fiscal 2021 were partially offset by certain cash inflows, primarily cash inflows generated by our operations and cash inflows from stock option exercises during the first quarter of fiscal 2021.

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 weakened against certain major international currencies on a net basis during the first quarter of fiscal 2021, the amount of cash, cash equivalents and marketable securities that we reported in U.S. Dollars for these subsidiaries increased on a net basis as of August 31, 2020 relative to what we would have reported using constant currency rates from the May 31, 2020 balance sheet date.





                                                           Three Months Ended August 31,
(Dollars in millions)                                     2020            Change      2019
Net cash provided by operating activities              $     5,953            -1%   $  6,000

Net cash (used for) provided by investing activities $ (9,655 ) 178% $ 12,386 Net cash used for financing activities

$    (6,493 )         -17%   $ (7,802 )

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 license 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 modestly during the first quarter of fiscal 2021, relative to the first quarter of fiscal 2020, primarily due to certain cash unfavorable changes in the timing of payments received from customers during the first quarter of fiscal 2021, which we believe were attributable to the unfavorable global economic effects that resulted from COVID-19. We expect to collect substantially all of these delayed customer payments in future periods.

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.

Net cash used for investing activities was $9.7 billion during the first quarter of fiscal 2021 in comparison to net cash provided by investing activities of $12.4 billion during the first quarter of fiscal 2020, primarily due to an increase in purchases of marketable securities and other investments and a decrease in sales and maturities of



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marketable securities and other investments, in each case during the first quarter of fiscal 2021 relative to the first quarter of fiscal 2020.

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 quarter of fiscal 2021 decreased compared to the first quarter of fiscal 2020 primarily due to lower debt repayments and higher cash proceeds from stock option exercises in the first quarter of fiscal 2021.

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 August 31,
(Dollars in millions)                           2020              Change        2019
Net cash provided by operating activities   $      13,092              -5%    $  13,829
Capital expenditures                               (1,614 )            -3%       (1,663 )
Free cash flow                              $      11,478              -6%    $  12,166
Net income                                  $      10,249                     $  10,955
Free cash flow as percent of net income              112%                          111%




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 $128 million and $145 million, respectively, or approximately 14% and 18%, respectively, of our cloud license and on-premise license revenues in the first quarter of fiscal 2021 and 2020, respectively.

Contractual Obligations: During the first quarter of fiscal 2021, 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, 2020.

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.

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.



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Consistent with these dual goals, our cumulative potential dilution since June 1, 2017 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 August 31, 2020, 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 August 31, 2020, 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 8.4%.

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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