Oracle Corporation

A foreign currency forward contract program seeks to offset certain exposures at least in part; it may be suspended from time to time, and hedges may not fully offset and may in some cases increase adverse financial effects.

A significant number of the company's transactions and cash are in non-U.S. Dollar currencies, and changes in major currencies (Australian Dollar, British Pound, Brazilian Real, Canadian Dollar, Euro, Indian Rupee, Japanese Yen, Saudi Riyal) relative to the U.S. Dollar can significantly affect total assets, revenues, operating results and cash flows, all reported in U.S. Dollars.

Acquisitions, joint ventures and strategic alliances present many risks and we may not achieve the financial and strategic goals that were contemplated at the time of a transaction. We regularly review and consider strategic acquisitions, joint ventures and strategic alliances. These transactions present material risks and challenges, including but not limited to:

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business disruption and management distraction;

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introduction of additional compliance obligations or new risks, including with respect to increased privacy and data collection concerns, content moderation and censorship, and system outages;

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challenges in managing acquired technologies or lines of business, entering new markets where we have no, or limited, direct prior experience or market positions, or retaining key personnel from the acquired companies;

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transactions that do not meet strategic expectations, including due to difficulties integrating acquired companies, negative impacts from imposed business practices or different go-to-market strategies, and the risk of overpaying or failing to realize expected returns on our investments, each or all of which could adversely affect our business or operating results and potentially cause impairment to assets that we recorded as a part of an acquisition, including intangible assets and goodwill;

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negative financial impacts from (1) assumed claims or liabilities; (2) assumed costly or disruptive pre-existing contractual relationships; and (3) unfavorable revenue recognition or other accounting treatment as a result of an acquired company’s business practices;

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failure to identify or accurately assess significant liabilities or shortcomings prior to finalization of an acquisition;

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failure to realize expected revenue growth from a strategic transaction for a number of reasons, including (1) more customers than expected declining to renew or terminating their contracts; (2) difficulty selling acquired products or service offerings to our customer base; (3) acquired customers declining to purchase our technologies due to differing business practices; or (4) contract models utilized by an acquired company conflicting with our revenue recognition methods;

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integration difficulties, including aligning acquired compliance programs, technologies, products, services, supply chain operations, environmental practices or infrastructure with our existing lines of business;

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product and service inconsistencies across multiple product lines or services offerings, leading to customer confusion and delays;

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higher than anticipated costs related to supporting, developing and delivering acquired products or services, expanding general and administrative functions for new business models or complying with complex regulations applicable to an acquired business;

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labor challenges, including difficulties obtaining timely approvals from works councils or similar bodies under applicable employment laws;

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regulatory and judicial challenges, including delays or restrictions from governmental authorities under foreign direct investment, foreign subsidy, competition and antitrust laws, potentially requiring asset divestitures, other concessions or a termination of the acquisition process;

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limitations on our potential other uses for our cash; and

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financial constraints that may require us to incur additional debt to pay for acquisitions or delay or not proceed with an acquisition if we cannot obtain the necessary funding to complete the acquisition in a timely manner or on favorable terms.

The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or several concurrent acquisitions.

Acquisitions, joint ventures and strategic alliances present material risks, including business disruption, integration challenges, failure to meet strategic expectations and potential impairment of intangible assets and goodwill.

Additional debt may be incurred for capital expenditures, investments or acquisitions, dividends or repurchases, refinancing or other purposes, increasing fixed obligations, interest expense and potential covenants, and some debt may bear variable interest.