8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 2010

Oracle Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-51788	54-2185193
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Oracle Parkway, Redwood City, California 94065

(Address of principal executive offices) (Zip Code)

(650) 506-7000

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

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

TABLE OF CONTENTS

EXHIBIT 99.1

Section 2—Financial Information

Item 2.02 Results of Operations and Financial Condition

On December 16, 2010, Oracle Corporation issued a press release announcing financial results for its fiscal second quarter ended November 30, 2010. A copy of this press release is furnished as Exhibit 99.1 to this report.

Section 8—Other Events

Item 8.01 Other Events

Oracle is hereby furnishing the following information:

Oracle announced that its Board of Directors has declared a cash dividend of $0.05 per share of outstanding common stock payable on February 9, 2011, to stockholders of record as of the close of business on January 19, 2011.

Oracle’s press release dated December 16, 2010, announcing this cash dividend is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release dated December 16, 2010

SIGNATURE

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

	ORACLE CORPORATION
Dated: December 16, 2010	By:	/S/ WILLIAM COREY WEST
		William Corey West   Senior Vice President, Corporate Controller and   Chief Accounting Officer

EXHIBIT LIST

Exhibit No.	Description of Exhibit
99.1	Press Release dated December 16, 2010

EX-99.1

Exhibit 99.1

For Immediate Release

Contact: Ken Bond Oracle Investor Relations 1.408.409.4450 ken.bond@oracle.com Deborah Hellinger Oracle Corporate Communications 1.212.508.7935 deborah.hellinger@oracle.com

ORACLE REPORTS Q2 GAAP EPS UP 27% TO 37 CENTS; NON-GAAP EPS UP 33% TO 51 CENTS

Software New License Sales Up 21%, Total Revenues Up 47%

REDWOOD SHORES, Calif., December 16, 2010 — Oracle Corporation (NASDAQ: ORCL) today announced both fiscal 2011 Q2 GAAP and non-GAAP total revenues were up 47% to $8.6 billion. Both GAAP and non-GAAP new software license revenues were up 21% to $2.0 billion. GAAP software license updates and product support revenues were up 12% to $3.6 billion, while non-GAAP software license updates and product support revenues were up 12% to $3.7 billion. Both GAAP and non-GAAP hardware systems products revenues were $1.1 billion. GAAP operating income was up 27% to $2.8 billion, and GAAP operating margin was 32%. Non-GAAP operating income was up 33% to $3.8 billion, and non-GAAP operating margin was 44%. GAAP net income was up 28% to $1.9 billion, while non-GAAP net income was up 34% to $2.6 billion. GAAP earnings per share were $0.37, up 27% compared to last year while non-GAAP earnings per share were up 33% to $0.51. GAAP operating cash flow on a trailing twelve-month basis was $9.1 billion.

“Strong revenue performance plus disciplined business management enabled a 33% increase in non-GAAP earnings per share to $0.51,” said Oracle President, Safra Catz. “Our new license growth of 21% demonstrates the strength of the company-specific momentum we are seeing. And our Sun business continues to improve with hardware gross margins increasing to 53%.”

“Since joining Oracle I’ve met with and visited many customers that have expressed a high level of enthusiasm around our strategy of engineering hardware and software that works together,” said Oracle President, Mark Hurd. “That enthusiasm translates into an Exadata pipeline that has now grown to nearly $2 billion. That number is a good leading indicator that customers are planning to increase their investment in Oracle technology.”

“Sun’s new SPARC Supercluster computer shattered the world record for database transaction processing performance by running 3 times faster than IBM’s fastest computer, and a stunning 7.5 times faster than HP’s best ever database performance,” said Oracle CEO, Larry Ellison. “Our new generation of Exadata, Exalogic and SPARC Supercluster computers deliver much better performance and much lower cost than the fastest machines from IBM and HP.”

In addition, Oracle’s Board of Directors declared a cash dividend of $0.05 per share of outstanding common stock to be paid to stockholders of record as of the close of business on January 19, 2011, with a payment date of February 9, 2011. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to the final determination of Oracle’s Board of Directors.

Q2 Earnings Conference Call and Webcast

Oracle will hold a conference call and webcast today to discuss these results at 2:00 p.m. Pacific. You may listen to the call by dialing (800) 214-0745 or (913) 643-0950, Passcode: 538205. To access the live webcast of this event, please visit the Oracle Investor Relations website at http://www.oracle.com/investor.

About Oracle

Oracle (NASDAQ: ORCL) is the world’s most complete, open, and integrated business software and hardware systems company. For more information about Oracle, please visit http://www.oracle.com or contact Investor Relations at investor_us@oracle.com or (650) 506-4073.

# # #

Trademarks

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

“Safe Harbor” Statement: Statements in this press release relating to Oracle’s or its Board of Directors’ future plans, expectations, beliefs, intentions and prospects, including statements regarding the Exadata pipeline and customers’ plans to increase their investments in Oracle technology, are “forward-looking statements” and are subject to material risks and uncertainties. Many factors could affect our current expectations and our actual results, and could cause actual results to differ materially. We presently consider the following to be among the important factors that could cause actual results to differ materially from expectations: (1) Economic, political and market conditions, including the recent recession and global economic crisis, can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price. (2) We may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, unanticipated fluctuations in currency exchange rates, delays in delivery of new products or releases or a decline in our renewal rates for software license updates and product support. (3) Our entrance into the hardware systems business may not be successful, and we may fail to achieve our financial forecasts with respect to this new business. (4) We have an active acquisition program and our acquisitions, including our acquisition of Sun Microsystems, may not be successful, may involve unanticipated costs or other integration issues or may disrupt our existing operations. (5) Our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses and risks relating to compliance with international and U.S. laws that apply to our international operations. (6) Intense competitive forces demand rapid technological advances and frequent new product introductions and could require us to reduce prices or cause us to lose customers. (7) If we are unable to develop new or sufficiently differentiated products and services, or to enhance and improve our products and support services in a timely manner or to position and/or price our products and services to meet market demand, customers may not buy new software licenses or hardware systems products or purchase or renew support contracts. A detailed discussion of these factors and other risks that affect our business is contained in our SEC filings, including our most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.” Copies of these filings are available online from the SEC or by contacting Oracle Corporation’s Investor Relations Department at (650) 506-4073 or by clicking on SEC Filings on Oracle’s Investor Relations website at http://www.oracle.com/investor. All information set forth in this press release is current as of December 16, 2010. Oracle undertakes no duty to update any statement in light of new information or future events.

ORACLE CORPORATION

Q2 FISCAL 2011 FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in millions, except per share data)

	Three Months Ended November 30,										% Increase		% Increase (Decrease)
	2010			% of Revenues		2009			% of Revenues		(Decrease) in US $		in Constant Currency (1)
REVENUES
New software licenses	$	1,999			23%	$	1,653			28%		21%		23%
Software license updates and product support		3,645			43%		3,247			56%		12%		13%
Software Revenues		5,644			66%		4,900			84%		15%		17%
Hardware systems products		1,112			13%		—			0%		*		*
Hardware systems support		641			7%		—			0%		*		*
Hardware Systems Revenues		1,753			20%		—			0%		*		*
Services		1,185			14%		958			16%		24%		25%
Total Revenues		8,582			100%		5,858			100%		47%		48%
OPERATING EXPENSES
Sales and marketing		1,530			18%		1,133			19%		35%		36%
Software license updates and product support		307			4%		264			5%		16%		17%
Hardware systems products		525			6%		—			0%		*		*
Hardware systems support		356			4%		—			0%		*		*
Services		969			11%		832			14%		16%		18%
Research and development		1,119			13%		708			12%		58%		58%
General and administrative (2)		156			2%		183			3%		(15%)		(17%)
Amortization of intangible assets		614			7%		436			8%		41%		41%
Acquisition related and other		47			1%		10			0%		349%		284%
Restructuring		189			2%		114			2%		66%		87%
Total Operating Expenses		5,812			68%		3,680			63%		58%		59%
OPERATING INCOME		2,770			32%		2,178			37%		27%		28%
Interest expense		(214	)		(2%)		(188	)		(3%)		14%		14%
Non-operating income, net		90			1%		33			1%		177%		178%
INCOME BEFORE PROVISION FOR INCOME TAXES		2,646			31%		2,023			35%		31%		32%
Provision for income taxes		776			9%		565			10%		37%		39%
NET INCOME	$	1,870			22%	$	1,458			25%		28%		30%
EARNINGS PER SHARE:
Basic	$	0.37				$	0.29
Diluted	$	0.37				$	0.29
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		5,044					5,010
Diluted		5,117					5,064

(1) We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rate in effect on May 31, 2010, which was the last day of our prior fiscal year, rather than the actual exchange rates in effect during the respective periods. Movements in international currencies relative to the United States dollar during the three months ended November 30, 2010 compared with the corresponding prior year period decreased our revenues, operating expenses and operating income, each by 1 percentage point.

(2) General and administrative expenses for the three months ended November 30, 2010 included a benefit of $120 million related to the recovery of legal costs.

* Not meaningful

1

ORACLE CORPORATION

Q2 FISCAL 2011 FINANCIAL RESULTS

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

($ in millions, except per share data)

	Three Months Ended November 30,														% Increase (Decrease) in US $				% Increase (Decrease)  in Constant Currency (2)
	2010 GAAP			Adj.		2010 Non-GAAP		2009 GAAP			Adj.		2009 Non-GAAP		GAAP		Non-GAAP		GAAP		Non-GAAP
TOTAL REVENUES (3) (4)	$	8,582		$	67	$	8,649	$	5,858		$	14	$	5,872		47%		47%		48%		49%
TOTAL SOFTWARE REVENUES (3)	$	5,644		$	22	$	5,666	$	4,900		$	14	$	4,914		15%		15%		17%		17%
New software licenses		1,999			—		1,999		1,653			—		1,653		21%		21%		23%		23%
Software license updates and product support (3)		3,645			22		3,667		3,247			14		3,261		12%		12%		13%		14%
TOTAL HARDWARE SYSTEMS REVENUES (4)	$	1,753		$	45	$	1,798	$	—		$	—	$	—		*		*		*		*
Hardware systems products		1,112			—		1,112		—			—		—		*		*		*		*
Hardware systems support (4)		641			45		686		—			—		—		*		*		*		*
TOTAL OPERATING EXPENSES	$	5,812		$	(969)	$	4,843	$	3,680		$	(664)	$	3,016		58%		61%		59%		62%
Stock-based compensation (5)		119			(119)		—		104			(104)		—		14%		*		14%		*
Amortization of intangible assets (6)		614			(614)		—		436			(436)		—		41%		*		41%		*
Acquisition related and other		47			(47)		—		10			(10)		—		349%		*		284%		*
Restructuring		189			(189)		—		114			(114)		—		66%		*		87%		*
OPERATING INCOME	$	2,770		$	1,036	$	3,806	$	2,178		$	678	$	2,856		27%		33%		28%		35%
OPERATING MARGIN %		32	%				44%		37	%				49%		(491) bp		(464) bp		(483) bp		(451) bp
INCOME TAX EFFECTS (7)	$	776		$	274	$	1,050	$	565		$	175	$	740		37%		42%		39%		44%
NET INCOME	$	1,870		$	762	$	2,632	$	1,458		$	503	$	1,961		28%		34%		30%		36%
DILUTED EARNINGS PER SHARE	$	0.37				$	0.51	$	0.29				$	0.39		27%		33%		28%		35%
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		5,117			—		5,117		5,064			—		5,064		1%		1%		1%		1%

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

(2) We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rate in effect on May 31, 2010, which was the last day of our prior fiscal year, rather than the actual exchange rates in effect during the respective periods.

(3) As of November 30, 2010, approximately $25 million, $19 million and $7 million in estimated revenues related to assumed support software contracts will not be recognized for the remainder of fiscal 2011, fiscal 2012 and fiscal 2013, respectively, due to business combination accounting rules.

(4) As of November 30, 2010, approximately $42 million, $35 million and $11 million in estimated revenues related to hardware systems support contracts will not be recognized for the remainder of fiscal 2011, fiscal 2012 and fiscal 2013, respectively, due to business combination accounting rules.

(5) Stock-based compensation is included in the following GAAP operating expense categories:

	Three Months Ended November 30, 2010							Three Months Ended November 30, 2009
	GAAP		Adj.			Non-GAAP		GAAP		Adj.			Non-GAAP
Sales and marketing	$	19	$	(19	)	$	—	$	20	$	(20	)	$              —
Software license updates and product support		3		(3	)		—		4		(4	)	—
Hardware systems products		1		(1	)		—		—		—		—
Hardware systems support		1		(1	)		—		—		—		—
Services		4		(4	)		—		3		(3	)	—
Research and development		55		(55	)		—		44		(44	)	—
General and administrative		36		(36	)		—		33		(33	)	—
Subtotal		119		(119	)		—		104		(104	)	—
Acquisition related and other		5		(5	)		—		—		—		—
Total stock-based compensation	$	124	$	(124	)	$	—	$	104	$	(104	)	$              —

(6) Estimated future annual amortization expense related to intangible assets as of November 30, 2010 is as follows:

Remainder of Fiscal 2011	$    1,175
Fiscal 2012	2,157
Fiscal 2013	1,788
Fiscal 2014	1,449
Fiscal 2015	1,065
Fiscal 2016	575
Thereafter	190
Total intangible assets subject to amortization	8,399
In-process research and development	127
Total intangible assets, net	$    8,526

(7) Income tax effects were calculated reflecting an effective GAAP tax rate of 29.3% and 27.9% in the second quarter of fiscal 2011 and 2010, respectively, and an effective non-GAAP tax rate of 28.5% and 27.4% in the second quarter of fiscal 2011 and 2010, respectively. The differences between our GAAP and non-GAAP tax rates in the second quarter of fiscal 2011 and fiscal 2010 were due to differences in jurisdictional tax rates and the related tax benefits attributable to our restructuring expenses in these periods.

* Not meaningful

2

ORACLE CORPORATION

Q2 FISCAL 2011 YEAR TO DATE FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in millions, except per share data)

	Six Months Ended November 30,								% Increase in US $		% Increase in Constant Currency (1)
	2010		% of Revenues		2009		% of Revenues
REVENUES
New software licenses	$	3,284		21%	$	2,681		25%		22%		24%
Software license updates and product support		7,096		44%		6,364		58%		12%		13%
Software Revenues		10,380		65%		9,045		83%		15%		16%
Hardware systems products		2,190		13%		—		0%		*		*
Hardware systems support		1,261		8%		—		0%		*		*
Hardware Systems Revenues		3,451		21%		—		0%		*		*
Services		2,253		14%		1,866		17%		21%		22%
Total Revenues		16,084		100%		10,911		100%		47%		49%
OPERATING EXPENSES
Sales and marketing		2,864		18%		2,093		19%		37%		38%
Software license updates and product support		615		4%		490		4%		26%		26%
Hardware systems products		1,082		7%		—		0%		*		*
Hardware systems support		656		4%		—		0%		*		*
Services		1,865		11%		1,614		15%		16%		17%
Research and development		2,222		14%		1,368		13%		62%		62%
General and administrative (2)		428		3%		383		4%		12%		11%
Amortization of intangible assets		1,217		7%		867		8%		40%		40%
Acquisition related and other		130		1%		16		0%		705%		580%
Restructuring		318		2%		162		1%		97%		116%
Total Operating Expenses		11,397		71%		6,993		64%		63%		64%
OPERATING INCOME		4,687		29%		3,918		36%		20%		20%
Interest expense		(410)		(2%)		(368)		(3%)		12%		12%
Non-operating income, net		165		1%		35		0%		383%		406%
INCOME BEFORE PROVISION FOR INCOME TAXES		4,442		28%		3,585		33%		24%		25%
Provision for income taxes		1,219		8%		1,003		9%		22%		13%
NET INCOME	$	3,223		20%	$	2,582		24%		25%		30%
EARNINGS PER SHARE:
Basic	$	0.64			$	0.52
Diluted	$	0.63			$	0.51
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		5,035				5,010
Diluted		5,100				5,063

(1) We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rate in effect on May 31, 2010, which was the last day of our prior fiscal year, rather than the actual exchange rates in effect during the respective periods. Movements in international currencies relative to the United States dollar during the six months ended November 30, 2010 compared with the corresponding prior year period decreased our revenues by 2 percentage points and operating expenses by 1 percentage point.

(2) General and administrative expenses for the six months ended November 30, 2010 included a benefit of $120 million related to the recovery of legal costs.

* Not meaningful

3

ORACLE CORPORATION

Q2 FISCAL 2011 YEAR TO DATE FINANCIAL RESULTS

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

($ in millions, except per share data)

	Six Months Ended November 30,												% Increase (Decrease) in US $				% Increase (Decrease) in Constant Currency (2)
	2010				2010		2009				2009
	GAAP		Adj.		Non-GAAP		GAAP		Adj.		Non-GAAP		GAAP		Non-GAAP		GAAP		Non-GAAP
TOTAL REVENUES (3) (4)	$	16,084	$	153	$	16,237	$	10,911	$	23	$	10,934		47%		48%		49%	50%
TOTAL SOFTWARE REVENUES (3)	$	10,380	$	47	$	10,427	$	9,045	$	23	$	9,068		15%		15%		16%	16%
New software licenses		3,284		—		3,284		2,681		—		2,681		22%		22%		24%	24%
Software license updates and product support (3)		7,096		47		7,143		6,364		23		6,387		12%		12%		13%	13%
TOTAL HARDWARE SYSTEMS REVENUES (4)	$	3,451	$	106	$	3,557	$	—	$	—	$	—		*		*		*	*
Hardware systems products		2,190		—		2,190		—		—		—		*		*		*	*
Hardware systems support (4)		1,261		106		1,367		—		—		—		*		*		*	*
TOTAL OPERATING EXPENSES	$	11,397	$	(1,913)	$	9,484	$	6,993	$	(1,233)	$	5,760		63%		65%		64%	66%
Stock-based compensation (5)		248		(248)		—		188		(188)		—		32%		*		32%	*
Amortization of intangible assets (6)		1,217		(1,217)		—		867		(867)		—		40%		*		40%	*
Acquisition related and other		130		(130)		—		16		(16)		—		705%		*		580%	*
Restructuring		318		(318)		—		162		(162)		—		97%		*		116%	*
OPERATING INCOME	$	4,687	$	2,066	$	6,753	$	3,918	$	1,256	$	5,174		20%		31%		20%	32%
OPERATING MARGIN %		29%				42%		36%				47%		(677) bp		(572) bp		(671) bp	(566) bp
INCOME TAX EFFECTS (7)	$	1,219	$	528	$	1,747	$	1,003	$	337	$	1,340		22%		30%		13%	32%
NET INCOME	$	3,223	$	1,538	$	4,761	$	2,582	$	919	$	3,501		25%		36%		30%	38%
DILUTED EARNINGS PER SHARE	$	0.63			$	0.93	$	0.51			$	0.69		24%		35%		29%	37%
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		5,100		—		5,100		5,063		—		5,063		1%		1%		1%	1%

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

(2) We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rate in effect on May 31, 2010, which was the last day of our prior fiscal year, rather than the actual exchange rates in effect during the respective periods.

(3) As of November 30, 2010, approximately $25 million, $19 million and $7 million in estimated revenues related to assumed support software contracts will not be recognized for the remainder of fiscal 2011, fiscal 2012 and fiscal 2013, respectively, due to business combination accounting rules.

(4) As of November 30, 2010, approximately $42 million, $35 million and $11 million in estimated revenues related to hardware systems support contracts will not be recognized for the remainder of fiscal 2011, fiscal 2012 and fiscal 2013, respectively, due to business combination accounting rules.

(5) Stock-based compensation is included in the following GAAP operating expense categories:

	Six Months Ended							Six Months Ended
	November 30, 2010							November 30, 2009
	GAAP		Adj.			Non-GAAP		GAAP		Adj.			Non-GAAP
Sales and marketing	$	42	$	(42	)	$	—	$	36	$	(36	)	$              —
Software license updates and product support		8		(8	)		—		8		(8	)	—
Hardware systems products		2		(2	)		—		—		—		—
Hardware systems support		2		(2	)		—		—		—		—
Services		8		(8	)		—		6		(6	)	—
Research and development		114		(114	)		—		76		(76	)	—
General and administrative		72		(72	)		—		62		(62	)	—
Subtotal		248		(248	)		—		188		(188	)	—
Acquisition related and other		6		(6	)		—		—		—		—
Total stock-based compensation	$	254	$	(254	)	$	—	$	188	$	(188	)	$              —

(6) Estimated future annual amortization expense related to intangible assets as of November 30, 2010 is as follows:

Remainder of Fiscal 2011	$      1,175
Fiscal 2012	2,157
Fiscal 2013	1,788
Fiscal 2014	1,449
Fiscal 2015	1,065
Fiscal 2016	575
Thereafter	190
Total intangible assets subject to amortization	8,399
In-process research and development	127
Total intangible assets, net	$      8,526

(7) Income tax effects were calculated reflecting an effective GAAP tax rate of 27.4% and 28.0% in the first half of fiscal 2011 and 2010, respectively, and an effective non-GAAP tax rate of 26.8% and 27.7% in the first half of fiscal 2011 and 2010, respectively. The differences between our GAAP and non-GAAP tax rates in the first half of fiscal 2011 and fiscal 2010 were due to differences in jurisdictional tax rates and the related tax benefits attributable to our restructuring expenses in these periods.

* Not meaningful

4

ORACLE CORPORATION

Q2 FISCAL 2011 FINANCIAL RESULTS

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in millions)

	November 30, 2010		May 31, 2010
ASSETS
Current Assets:
Cash and cash equivalents	$	10,420	$	9,914
Marketable securities		14,425		8,555
Trade receivables, net		4,406		5,585
Inventories		236		259
Deferred tax assets		1,219		1,159
Prepaid expenses and other current assets		2,017		1,532
Total Current Assets		32,723		27,004
Non-Current Assets:
Property, plant and equipment, net		2,870		2,763
Intangible assets, net		8,526		9,321
Goodwill		20,889		20,425
Deferred tax assets		1,220		1,267
Other assets		1,015		798
Total Non-Current Assets		34,520		34,574
TOTAL ASSETS	$	67,243	$	61,578
LIABILITIES AND EQUITY
Current Liabilities:
Notes payable, current and other current borrowings	$	2,255	$	3,145
Accounts payable		762		775
Accrued compensation and related benefits		1,642		1,895
Deferred revenues		5,742		5,900
Other current liabilities		2,935		2,976
Total Current Liabilities		13,336		14,691
Non-Current Liabilities:
Notes payable and other non-current borrowings		14,780		11,510
Income taxes payable		2,791		2,695
Deferred tax liabilities		350		424
Other non-current liabilities		1,136		1,059
Total Non-Current Liabilities		19,057		15,688
Equity		34,850		31,199
TOTAL LIABILITIES AND EQUITY	$	67,243	$	61,578

5

ORACLE CORPORATION

Q2 FISCAL 2011 FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in millions)

	Six Months Ended November 30,
	2010			2009
Cash Flows From Operating Activities:
Net income	$	3,223		$	2,582
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		194			123
Amortization of intangible assets		1,217			867
Deferred income taxes		(76	)		(216	)
Stock-based compensation		254			188
Tax benefits on the exercise of stock options and vesting of restricted stock-based awards		142			71
Excess tax benefits on the exercise of stock options and vesting of restricted stock-based awards		(86	)		(42	)
Other, net		24			56
Changes in operating assets and liabilities, net of effects from acquisitions:
Decrease in trade receivables, net		1,343			1,437
Decrease in inventories		25			—
Decrease in prepaid expenses and other assets		280			235
Decrease in accounts payable and other liabilities		(620	)		(523	)
(Decrease) increase in income taxes payable		(613	)		59
Decrease in deferred revenues		(546	)		(448	)
Net cash provided by operating activities		4,761			4,389
Cash Flows From Investing Activities:
Purchases of marketable securities and other investments		(16,802	)		(6,185	)
Proceeds from maturities and sales of marketable securities and other investments		11,153			4,088
Acquisitions, net of cash acquired		(806	)		(392	)
Capital expenditures		(239	)		(100	)
Net cash used for investing activities		(6,694	)		(2,589	)
Cash Flows From Financing Activities:
Payments for repurchases of common stock		(504	)		(496	)
Proceeds from issuances of common stock		734			371
Payment of dividends to stockholders		(504	)		(501	)
Proceeds from borrowings, net of issuance costs		3,204			4,461
Repayments of borrowings		(890	)		—
Excess tax benefits on the exercise of stock options and vesting of restricted stock-based awards		86			42
Distributions to noncontrolling interests		(38	)		(34	)
Net cash provided by financing activities		2,088			3,843
Effect of exchange rate changes on cash and cash equivalents		351			281
Net increase in cash and cash equivalents		506			5,924
Cash and cash equivalents at beginning of period		9,914			8,995
Cash and cash equivalents at end of period	$	10,420		$	14,919

6

ORACLE CORPORATION

Q2 FISCAL 2011 FINANCIAL RESULTS

FREE CASH FLOW—TRAILING 4-QUARTERS (1)

($ in millions)

	Fiscal 2010												Fiscal 2011
	Q1			Q2			Q3			Q4			Q1			Q2			Q3	Q4
GAAP Operating Cash Flow	$	8,753		$	8,654		$	8,178		$	8,681		$	8,760		$	9,053
Capital Expenditures (2)		(261	)		(230	)		(199	)		(230	)		(293	)		(369	)
Free Cash Flow	$	8,492		$	8,424		$	7,979		$	8,451		$	8,467		$	8,684
% Growth over prior year		14	%		11	%		0	%		9	%		0	%		3	%
GAAP Net Income	$	5,640		$	5,802		$	5,663		$	6,135		$	6,363		$	6,776
Free Cash Flow as a % of Net Income		151	%		145	%		141	%		138	%		133	%		128	%

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

(2) Represents capital expenditures as reported in cash flows from investing activities on our cash flow statements presented in accordance with GAAP.

7

ORACLE CORPORATION

Q2 FISCAL 2011 FINANCIAL RESULTS

SUPPLEMENTAL ANALYSIS OF GAAP REVENUES AND HEADCOUNT (1)

($ in millions)

	Fiscal 2010															Fiscal 2011
	Q1			Q2			Q3			Q4			TOTAL			Q1		Q2		Q3	Q4	TOTAL
REVENUES
New software licenses	$	1,028		$	1,653		$	1,718		$	3,135		$	7,533		$	1,286	$	1,999			$      3,284
Software license updates and product support		3,117			3,247			3,297			3,431			13,092			3,450		3,645			7,096
Software Revenues		4,145			4,900			5,015			6,566			20,625			4,736		5,644			10,380
Hardware systems products		—			—			273			1,233			1,506			1,079		1,112			2,190
Hardware systems support		—			—			185			598			784			619		641			1,261
Hardware Systems Revenues		—			—			458			1,831			2,290			1,698		1,753			3,451
Consulting		663			692			651			713			2,720			666		738			1,404
On Demand		180			188			211			295			874			321		350			671
Education		66			78			69			100			311			81		97			178
Services Revenues		909			958			931			1,108			3,905			1,068		1,185			2,253
Total Revenues	$	5,054		$	5,858		$	6,404		$	9,505		$	26,820		$	7,502	$	8,582			$    16,084
AS REPORTED REVENUE GROWTH RATES
New software licenses		(17%	)		2%			13%			14%			6%			25%		21%			22%
Software license updates and product support		6%			14%			13%			12%			11%			11%		12%			12%
Software Revenues		(1%	)		9%			13%			13%			9%			14%		15%			15%
Hardware systems products		*			*			*			*			*			*		*			*
Hardware systems support		*			*			*			*			*			*		*			*
Hardware Systems Revenues		*			*			*			*			*			*		*			*
Consulting		(23%	)		(18%	)		(14%	)		(9%	)		(16%	)		0%		7%			4%
On Demand		(8%	)		(1%	)		10%			45%			12%			78%		86%			82%
Education		(34%	)		(22%	)		(4%	)		26%			(11%	)		24%		25%			25%
Services Revenues		(22%	)		(15%	)		(9%	)		4%			(11%	)		18%		24%			21%
Total Revenues		(5%	)		4%			17%			39%			15%			48%		47%			47%
CONSTANT CURRENCY GROWTH RATES (2)
New software licenses		(14%	)		(5%	)		8%			15%			4%			25%		23%			24%
Software license updates and product support		11%			9%			8%			11%			10%			12%		13%			13%
Software Revenues		4%			4%			8%			13%			8%			15%		17%			16%
Hardware systems products		*			*			*			*			*			*		*			*
Hardware systems support		*			*			*			*			*			*		*			*
Hardware Systems Revenues		*			*			*			*			*			*		*			*
Consulting		(19%	)		(22%	)		(18%	)		(10%	)		(17%	)		1%		8%			5%
On Demand		(3%	)		(4%	)		6%			44%			11%			80%		86%			83%
Education		(30%	)		(26%	)		(8%	)		24%			(12%	)		24%		26%			25%
Services Revenues		(18%	)		(19%	)		(13%	)		3%			(12%	)		18%		25%			22%
Total Revenues		(1%	)		0%			12%			38%			14%			49%		48%			49%
GEOGRAPHIC REVENUES
REVENUES
Americas	$	2,671		$	2,979		$	3,284		$	4,886		$	13,819		$	3,904	$	4,452			$      8,356
Europe, Middle East & Africa		1,642			1,976			2,167			3,153			8,938			2,381		2,738			5,119
Asia Pacific		741			903			953			1,466			4,063			1,217		1,392			2,609
Total Revenues	$	5,054		$	5,858		$	6,404		$	9,505		$	26,820		$	7,502	$	8,582			$    16,084
HEADCOUNT
GEOGRAPHIC AREA
Americas		32,034			31,849			44,554			43,968						44,494		44,815			44,815
Europe, Middle East & Africa		16,839			16,491			23,566			23,040						22,886		22,690			22,690
Asia Pacific		35,766			35,026			38,372			37,561						37,856		38,225			38,225
Total Company		84,639			83,366			106,492			104,569						105,236		105,730			105,730

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

(2) We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rates in effect on May 31, 2010 and 2009 for the fiscal 2011 and fiscal 2010 constant currency growth rate calculations presented, respectively, rather than the actual exchange rates in effect during the respective periods.

* Not meaningful

8

ORACLE CORPORATION

Q2 FISCAL 2011 FINANCIAL RESULTS

SUPPLEMENTAL TOTAL SOFTWARE PRODUCT REVENUE ANALYSIS (1)

($ in millions)

	Fiscal 2010															Fiscal 2011
	Q1			Q2			Q3			Q4			TOTAL			Q1			Q2			Q3	Q4	TOTAL
SOFTWARE REVENUES
DATABASE & MIDDLEWARE REVENUES
New software licenses	$	711		$	1,175		$	1,241		$	2,280		$	5,406		$	937		$	1,420				$    2,356
Software license updates and product support		2,065			2,131			2,191			2,309			8,696			2,316			2,443				4,760
Database and Middleware Revenues	$	2,776		$	3,306		$	3,432		$	4,589		$	14,102		$	3,253		$	3,863				$    7,116
AS REPORTED GROWTH RATES
New software licenses		(22	%)		1	%		11	%		18	%		6	%		32	%		21	%			25%
Software license updates and product support		9	%		16	%		14	%		15	%		14	%		12	%		15	%			13%
Database and Middleware Revenues		(1	%)		10	%		13	%		16	%		10	%		17	%		17	%			17%
CONSTANT CURRENCY GROWTH RATES (2)
New software licenses		(19	%)		(5	%)		5	%		18	%		4	%		32	%		23	%			27%
Software license updates and product support		14	%		12	%		9	%		13	%		12	%		13	%		16	%			15%
Database and Middleware Revenues		4	%		5	%		8	%		16	%		9	%		18	%		18	%			18%
APPLICATIONS REVENUES
New software licenses	$	317		$	478		$	477		$	855		$	2,127		$	349		$	579				$       928
Software license updates and product support		1,052			1,116			1,106			1,122			4,396			1,134			1,202				2,336
Applications Revenues	$	1,369		$	1,594		$	1,583		$	1,977		$	6,523		$	1,483		$	1,781				$    3,264
AS REPORTED GROWTH RATES
New software licenses		(4	%)		2	%		21	%		6	%		6	%		10	%		21	%			17%
Software license updates and product support		1	%		10	%		10	%		8	%		7	%		8	%		8	%			8%
Applications Revenues		0	%		7	%		13	%		7	%		7	%		8	%		12	%			10%
CONSTANT CURRENCY GROWTH RATES (2)
New software licenses		0	%		(3	%)		15	%		7	%		5	%		10	%		22	%			17%
Software license updates and product support		6	%		6	%		5	%		6	%		6	%		9	%		9	%			9%
Applications Revenues		4	%		3	%		8	%		6	%		5	%		9	%		13	%			11%

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

(2) We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rates in effect on May 31, 2010 and 2009 for the fiscal 2011 and fiscal 2010 constant currency growth rate calculations presented, respectively, rather than the actual exchange rates in effect during the respective periods.

9

ORACLE CORPORATION

Q2 FISCAL 2011 FINANCIAL RESULTS

SUPPLEMENTAL GEOGRAPHIC NEW SOFTWARE LICENSE AND HARDWARE SYSTEMS PRODUCTS REVENUES ANALYSIS (1)

($ in millions)

	Fiscal 2010															Fiscal 2011
	Q1			Q2			Q3			Q4			TOTAL			Q1			Q2			Q3	Q4	TOTAL
AMERICAS
Database & Middleware	$	310		$	492		$	540		$	1,123		$	2,465		$	446		$	671				$	1,116
Applications		185			286			283			485			1,239			212			359					571
New Software License Revenues	$	495		$	778		$	823		$	1,608		$	3,704		$	658		$	1,030				$	1,687
Hardware Systems Products Revenues	$	—		$	—		$	131		$	617		$	747		$	543		$	602				$	1,144
AS REPORTED GROWTH RATES
Database & Middleware		(12	%)		4	%		20	%		34	%		17	%		44	%		36	%				39%
Applications		2	%		2	%		26	%		16	%		12	%		14	%		26	%				21%
New Software License Revenues		(7	%)		4	%		22	%		28	%		15	%		33	%		32	%				33%
Hardware Systems Products Revenues		*			*			*			*			*			*			*					*
CONSTANT CURRENCY GROWTH RATES (2)
Database & Middleware		(11	%)		2	%		16	%		32	%		15	%		43	%		36	%				39%
Applications		6	%		1	%		23	%		15	%		11	%		14	%		26	%				21%
New Software License Revenues		(5	%)		1	%		18	%		26	%		14	%		32	%		32	%				32%
Hardware Systems Products Revenues		*			*			*			*			*			*			*					*
EUROPE / MIDDLE EAST / AFRICA
Database & Middleware	$	224		$	429		$	456		$	751		$	1,859		$	279		$	426				$	705
Applications		90			119			134			261			604			73			148					220
New Software License Revenues	$	314		$	548		$	590		$	1,012		$	2,463		$	352		$	574				$	925
Hardware Systems Products Revenues	$	—		$	—		$	95		$	390		$	485		$	338		$	329				$	667
AS REPORTED GROWTH RATES
Database & Middleware		(31	%)		(1	%)		2	%		(1	%)		(5	%)		25	%		(1	%)				8%
Applications		(5	%)		(6	%)		7	%		(7	%)		(4	%)		(19	%)		23	%				5%
New Software License Revenues		(25	%)		(2	%)		3	%		(3	%)		(5	%)		12	%		5	%				7%
Hardware Systems Products Revenues		*			*			*			*			*			*			*					*
CONSTANT CURRENCY GROWTH RATES (2)
Database & Middleware		(26	%)		(10	%)		(3	%)		6	%		(5	%)		32	%		7	%				16%
Applications		3	%		(14	%)		1	%		(2	%)		(3	%)		(16	%)		31	%				10%
New Software License Revenues		(20	%)		(11	%)		(2	%)		4	%		(4	%)		18	%		12	%				14%
Hardware Systems Products Revenues		*			*			*			*			*			*			*					*
ASIA PACIFIC
Database & Middleware	$	177		$	254		$	245		$	406		$	1,082		$	212		$	323				$	535
Applications		42			73			60			109			284			64			72					137
New Software License Revenues	$	219		$	327		$	305		$	515		$	1,366		$	276		$	395				$	672
Hardware Systems Products Revenues	$	—		$	—		$	47		$	226		$	274		$	198		$	181				$	379
AS REPORTED GROWTH RATES
Database & Middleware		(22	%)		0	%		9	%		19	%		3	%		19	%		27	%				24%
Applications		(24	%)		17	%		29	%		2	%		5	%		54	%		(1	%)				19%
New Software License Revenues		(22	%)		3	%		12	%		15	%		4	%		26	%		21	%				23%
Hardware Systems Products Revenues		*			*			*			*			*			*			*					*
CONSTANT CURRENCY GROWTH RATES (2)
Database & Middleware		(22	%)		(10	%)		1	%		14	%		(3	%)		13	%		22	%				18%
Applications		(23	%)		2	%		16	%		(3	%)		(2	%)		47	%		(5	%)				15%
New Software License Revenues		(22	%)		(8	%)		4	%		10	%		(3	%)		19	%		16	%				17%
Hardware Systems Products Revenues		*			*			*			*			*			*			*					*
TOTAL COMPANY
Database & Middleware	$	711		$	1,175		$	1,241		$	2,280		$	5,406		$	937		$	1,420				$	2,356
Applications		317			478			477			855			2,127			349			579					928
New Software License Revenues	$	1,028		$	1,653		$	1,718		$	3,135		$	7,533		$	1,286		$	1,999				$	3,284
Hardware Systems Products Revenues	$	—		$	—		$	273		$	1,233		$	1,506		$	1,079		$	1,112				$	2,190
AS REPORTED GROWTH RATES
Database & Middleware		(22	%)		1	%		11	%		18	%		6	%		32	%		21	%				25%
Applications		(4	%)		2	%		21	%		6	%		6	%		10	%		21	%				17%
New Software License Revenues		(17	%)		2	%		13	%		14	%		6	%		25	%		21	%				22%
Hardware Systems Products Revenues		*			*			*			*			*			*			*					*
CONSTANT CURRENCY GROWTH RATES (2)
Database & Middleware		(19	%)		(5	%)		5	%		18	%		4	%		32	%		23	%				27%
Applications		0	%		(3	%)		15	%		7	%		5	%		10	%		22	%				17%
New Software License Revenues		(14	%)		(5	%)		8	%		15	%		4	%		25	%		23	%				24%
Hardware Systems Products Revenues		*			*			*			*			*			*			*					*

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

(2) We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rates in effect on May 31, 2010 and 2009 for the fiscal 2011 and fiscal 2010 constant currency growth rate calculations presented, respectively, rather than the actual exchange rates in effect during the respective periods.

* Not meaningful

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APPENDIX A

ORACLE CORPORATION

Q2 FISCAL 2011 FINANCIAL RESULTS

EXPLANATION OF NON-GAAP MEASURES

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

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

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

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

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

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