Ken Bond Safra A. Catz - President, Chief Financial Officer and Director Mark V.

Hurd - President and Director Lawrence J. Ellison - Chief Executive Officer, Co-Founder and Director

Adam H. Holt - Morgan Stanley, Research Division John S.

DiFucci - JP Morgan Chase & Co, Research Division Kash G. Rangan - BofA Merrill Lynch, Research Division Jason Maynard - Wells Fargo Securities, LLC, Research Division Heather Bellini - Goldman Sachs Group Inc., Research Division Brendan Barnicle - Pacific Crest Securities, Inc., Research Division Mark R.

Murphy - Piper Jaffray Companies, Research Division Brad R. Reback - Stifel, Nicolaus & Co., Inc., Research Division

Thank you, Robert. Good afternoon, everyone, and welcome to Oracle's Second Quarter Fiscal Year 2013 Earnings Conference Call.

A copy of the press release and financial tables, which include a GAAP to non-GAAP reconciliation and other supplemental financial information can be viewed and downloaded from our Investor Relations website. On the call today are Chief Executive Officer, Larry Ellison; President and CFO, Safra Catz; and President, Mark Hurd.

As a reminder, today's discussion will include forward-looking statements, including predictions, expectations, estimates or other information that might be considered forward-looking. Throughout today's discussion, we will present some important factors relating to our business which may potentially affect these forward-looking statements.

These forward-looking statements are also subject to risks and uncertainties that may cause actual results to differ materially from statements made today. As a result, we caution you against placing undue reliance on these forward-looking statements, and we encourage you to review our most recent reports, including our 10-K and 10-Q and any applicable amendments for a complete discussion of these factors and other risks that may affect our future results or the market price of our stock.

And finally, we are not obligating ourselves to revise our results or publicly release any revisions to these forward-looking statements in light of new information or future events. Before taking questions, we'll begin with a few prepared remarks.

And with that, I'd like to turn the call over to Safra.

Okay. Thanks, Ken.

I'm going to focus on our non-GAAP results for Q2. I'll then review guidance for Q3 and turn the call over to Mark and Larry for their comments.

As all of you can see, we've had a really excellent quarter and we exceeded the high end of our guidance for new software license and cloud software subscriptions. We were at the high end of the range for total revenue, and we beat the high end of our guidance for earnings per share.

During the second quarter, currency movements reduced new license revenue growth by 1%, that reduced total revenues actually by 2%; net income by 1%; and earnings per share by $0.01 compared to Q2 of last year. So I'll focus on constant-currency growth rates, unless I say otherwise.

Okay. Now to the numbers.

New software license and cloud revenues were up 18%, including cloud revenue of $230 million for the quarter. We continue to see broad-based strength and balance with double-digit growth in all regions.

The Americas were up 22%, APAC was up 13% and EMEA was up 12%. We also saw strength and balance across our software products, as Database, Middleware and Applications all saw double-digit growth.

Software license update and product support revenues were $4.3 billion, up 8% from last year and were nearly 1/2 of total revenue. Support attach and renewal rates continue at their usual high levels.

Hardware systems products revenue was $734 million. Engineered Systems continued to show excellent growth.

For the company, total revenue for the quarter was $9.1 billion, up 5% from last year in constant currency. Operating expenses were flat with last year, and non-GAAP operating income was up 10% from last year.

And our non-GAAP operating margin expanded to 47% from 45% last year. As revenues continue to grow and we manage our business with discipline, we still believe that there remains a lot of leverage in our business model.

Now the non-GAAP tax rate for the quarter was 23.5%, better than guidance. EPS for the quarter grew 18% in U.S.

dollars to $0.64 on a non-GAAP basis. Without the negative impact of currency, our non-GAAP earnings per share would have been $0.65, up 19%.

The GAAP tax rate was 21.3%. EPS for the quarter was $0.53 in U.S.

dollars and would have been $0.54, up 26% but for the impact of currency. Operating cash flow increased to $13.5 billion over the last 4 quarters, up from $13.1 billion last year.

And free cash flow grew to $12.8 billion over the last 4 quarters. Both are record results for Q2.

We now have nearly $34 billion in cash and marketable securities. And now as we've said before, we remain committed to returning value to our shareholders through our technical innovation, acquisitions, stock repurchases and prudent use of debt.

At dividend, in this quarter we repurchased 96.1 million shares for a total of 3 billion in the quarter. Over the last 12 months, we've repurchased nearly 350 million shares for a total value of $10.2 billion.

And earlier this month, the Board declared an accelerated dividend of $0.18 per share for the second, third and fourth quarters, which will be paid out in December. Now to the guidance.

New software license and cloud subscription revenue growth is expected to range from 4% to 14% in constant currency and 3% to 13% in reported dollars. Hardware product revenue growth is expected to range from a negative 10% to flat in constant and reported dollars.

And as a result, total revenue growth on a GAAP to non-GAAP basis is expected to range from 2% to 6% in constant dollars, 1% to 5% in U.S. dollars.

Non-GAAP EPS is expected to be somewhere between $0.64 and $0.68 in both U.S. dollars and constant dollars, up from $0.62 last year.

GAAP EPS is expected to be between $0.51 and $0.55 in U.S. and constant dollars.

This guidance assumes a GAAP tax rate of 24% and a non-GAAP tax rate of 24.5%. And of course, it may end up being a bit different.

Now with that, I'll turn it over to Mark for his comments.

Thanks, Safra. Just a couple of quick comments before I give it to Larry.

We had a great quarter in software with new license and cloud subscriptions growth of 18% in constant currency. It was better than we expected with double-digit growth in every region as well as Database, Middleware and Apps in particular, which were more than 30%.

In the cloud, we had key wins in both CRM and HCM, including Abercrombie & Fitch, Edwards Air [ph], Expedia, Macy's, T. Rowe Price, United Airlines, U.S.

Bancorp, Whirlpool and Xerox; a lot of names as we continue to see strong customer acceptance. Our pipeline is growing.

Our sales teams are ramping, and you should plan for us to continue to invest into and to grow the cloud business. Moving to Engineered Systems, it was another strong exit quarter with over 70% sequential growth in unit bookings.

We sold more than 700 Engineered Systems this quarter, great excellent wins at China Mobile, Facebook, Samsung, Time Warner Cable; and great Exalogic wins at Chevron, Vodafone and Wal-Mart. We had a very nice excellent win at Wespac in Australia.

I mention this because they're moving off DB2 on the mainframe along EMC storage to Oracle and Exadata and Exalogic at very significant savings. Exalytics had its best quarter-to-date, as unit bookings nearly doubled sequentially wins at Activision, City of Chicago, Deloitte & Touche and WellPoint.

We continue to see strong growth as SPARC T-Series accelerate. I mentioned, in the last quarter, it was the hottest selling UNIX box in the industry, and it grew faster than it did in the previous quarter.

And ZFS Storage also saw double-digit growth. We had a tremendous quarter in our verticals with growth of over 60%, with even better results in financial services, telecom and retail.

This company had a very strong Q4 and a strong Q1. We've invested in headcount in our verticals, and we're seeing that show up in significant pipeline growth.

Finally, our quota-carrying sales force, net of attrition, has grown more than 3,000 people over the last 6 quarters. And for those of you who care about efficiency, and we actually do, we've been able to do this while our operating expenses were essentially flat from last year.

Our people in the market, they're growing pipeline, and we're beginning to see it in our strong organic growth this quarter. With that, I'll turn it over to Larry.

Thanks, Mark. Our $7.5 billion purchase of Sun has already proven to be the most strategic and profitable acquisition Oracle has ever made.

Java, the world's most popular programming language, was the key software asset we acquired when we bought Sun. Today our Java business is booming, growing over 34% this past quarter.

Sun's hardware technology has enabled us to become a leader in the highly profitable Engineered Systems segment of the hardware business. The rapid growth of highly differentiated products like Exadata and the SPARC T4 have consistently quarter-after-quarter improved the profitability of our overall hardwares business.

Selling systems loaded with Oracle intellectual property, along with deemphasizing the selling of low-margin undifferentiated products like commodity x86 servers and LSI disk storage systems, products that contain no intellectual property, those 2 things have reshaped and downsized our hardware business, while making that business much more profitable. Now that our hardware business is making a substantial contribution to Oracle's record levels of profitability, we are just about finished with the downsizing phase and the transformation of that business.

We're about to start growing our hardware business. In Q3 we'll be turning the corner and in Q4, we expect the top line growth to go along with continually improving margins.

Thank you, Larry. Robert, we'll go to the Q&A portion of the call now.

My question is about Fusion. I was hoping I could drill in a little bit to what you're seeing there.

Specifically, what are you seeing from customer adoption? What modules and services are your customers aggregating around?

How are deal sizes tracking? What are some of the details you can give us about where you think you are in the Fusion cycle?

Okay. Well, we're seeing rapid growth in Fusion across-the-board in CRM and in HCM.

We're at the stage where we're winning the majority of deals and competes against Workday. So probably our outstanding -- or the outstanding, most rapidly growing part of our Fusion suite, which you know is ERP, CRM and HCM, the most complete suite of cloud applications available from any supplier.

We're beating Workday on [indiscernible] market. To give you examples, we're beating them in North America, and we're almost shutting them out in Europe.

So it's very, very exciting. We're also -- we also are getting good wins against salesforce with our Fusion Sales automation product.

Mark?

Yes. To add to Larry's comments, let's stay on HCM.

We've got the advantage in most international markets to be the first mover. So we're in those markets before anybody.

Our product is quite advanced and our wins, to Larry's point, internationally are just tremendous. So I won't go in any customer names.

We've given you some in the past in Europe, but very rapid there. Our RightNow acquisition has been very significant.

Again remember, a lot of RightNow was U.S.-based. We've now been capable -- or we've now taken it global.

So our wins globally have been significant, same thing in CRM with sales automation. Our product is advancing.

I read you some of the wins in the quarter, just it's been a rapid growth phase for us. And as I mentioned in my script, we're investing into it with more headcount.

Our headcount now is growing in every region, and we have a strong belief that more headcount with a great product like what we've got means more growth.

And of course as you know, we have nearly -- I guess we have more than 100 modules of Fusion. So we've got products and really most of the pillars are doing very well, and we've got customers implementing them right now.

My question is for Mark. Mark, it looks like Europe put up solid results this quarter.

It was, again, the first relatively easy comp in a while. But nevertheless, double-digit growth doesn't really fit with what we continue to generally hear about the region.

Can you talk a little bit about what happened in the region, and how sustainable that kind -- those kinds of -- kind of results are?

Well I don't mean to be trite, but I think the only ones around that aren't surprised about Europe is us. We started investing frankly into Europe -- in headcount in Europe 1 year -- over 1 year ago, and it may seem counter to what most people -- the conventional wisdom is, but we decided to grow our headcount.

As we've talked about globally, I mentioned the amount of scale we've got in headcount. We made a decision in Europe, and we hired up early.

A lot of that headcount has now been in place 4 and 5 quarters -- 3, 4 and 5 quarters. We've seen pipeline result as a result of that.

As a result, we have gained share. Our apps growth in Europe was extremely impressive this quarter.

We gained share over SAP, and you've seen it happen multiple times. We have a very strong organization in Europe.

I mentioned about the success of HCM in Europe and the quick start we've gotten over there. So we have a strong group there.

I'm not going to tell you that we don't see the conversion rates. We see the pressure on the conversion rates, but we're in more deals than we've been before, and we see us in a position now where we are gaining significant share.

Okay, great. And if I might, just a quick follow-up for Safra.

A question on cash flow. Second quarter is seasonally a low cash flow quarter, but the results this quarter were less than we were -- or at least within we had modeled.

If you could just comment on that.

Yes. Well, you have to look back, actually.

At both Q4 and Q1, we had really excellent cash flows. As a result, the collections were very, very, very high.

In fact, they were higher -- significantly higher than earnings. And so while we collected a lot -- so this quarter is just a little bit lower.

And in addition, we had, gee, $400-plus million in tax payments, which impacts it. So that's really all there is.

Okay, great. And that's actually the delta between -- the $400 million's delta between what we were looking for in what you did.

Mark, you made some comments regarding the sequential unit growth rate in Exadata, 70% sequential growth and a few other things that were discussed. Does this mean that you're tracking well towards the 100% goal that you outlined earlier for Engineered Systems and also the $1 billion run rate, or any puts and takes there?

And I guess I have one question for you, Safra. The fiscal cliff, any comments there with respect to customer behavior as we go into the February quarter?

Well thanks, Kash. I would tell you from an aspirational perspective, we're changing nothing.

Our objective is to double the Engineered Systems business. In various quarters, we may be above that or slightly below it.

But generally speaking, that's a trajectory run, and you're going to see us keep pushing on that. So with that, I'll turn it over to Safra.

Yes. Well as you can see in our numbers, folks wanted to spend their budget, continue to want to spend their budgets.

We were having an absolutely wonderful December so far. So what's going on in Washington, I don't know who is necessarily influencing today.

But I can tell you our customers are -- have been spending money with us even here in December.

That's good to hear, Safra. I hope the debate continues in Washington, and we actively sell software.

I had a question about sales performance and productivity. There obviously were a lot of questions last quarter or so about changes of the sales force and sales headcount ramping.

And now for 2 quarters in a row, new software license has done probably better than most on the street have expected. I'm curious, Mark, just to get your characterization in terms of productivity, ramping for those net new hires, and how are you feeling about the back half of the year in delivering, if you will, as you get at obviously your bigger Q4?

Well without making too many forward-looking statements, we’re talking about Q2 and Q3 forecast but in general I think, Jason, we feel great. I mean we’re a very attractive company in terms of attracting talent.

So the first question is do I think the people we're hiring are great people? We think we're getting the best people in the industry, point one.

Point two, we think we're very capable in doing a good job assimilating those people. As you know to your productivity ramp.

That's a big deal. How we train them, how we prepare them, how we get them oriented in terms of being -- getting them ready to sell and to beat competition.

As we've talked before, we've lined up our sales force. We lined them up against our sector competitors.

We specialize them. We train them to be experts in their products.

As you know, that takes time. We generally plan on a 12-month ramp time for salespeople to come in and frankly not to be very productive.

If they are productive, then frankly that's gravy for us. And we've seen ramps at, I would say, the speeds we expected or faster.

And as a result, in some regions, I've mentioned 1 in Europe, I would say we have some other regions in the country that actually moved a little bit faster in hiring, and you see those show up in the pipeline and you show it up -- and you see it in the results that we're showing. So we feel great about the talent we're attracting.

We feel great about the assimilation process. And I've got news for you, Jason, we're actually still hiring.

So we plan to hire more because as we specialize the sales force, it actually creates a need for us to have more people. We're hiring in our verticals.

We're hiring in cloud. We're hiring in every single region.

And again I'll put out in this call, those of you that have talented people that are looking for a great company to join, please send us their resume because we're looking for great folks.

Yes, we're also hiring in BI. I'll give you a whole list.

It's true. I mean listen, I -- just to give you some kind of -- Larry mentioned BI.

We've gone in some regions where we've more than doubled our headcount. By the way to be clear, that’s in the poll [ph] structure we just gave you.

So we've done some work to get some other things a little bit more efficient as we've done it, but we’ve really ramped up. And so this is -- in our view, this is how you grow.

When you have great products, you get great people out there representing the products in the industry.

Well, let me just say that I think Mark and his team in the field have done an extraordinary job of ramping the sales force without increasing sales expense. So we've dramatically improved the tooth-to-tail ratio of our field sales organization.

And that is we've added salespeople and sales consultants while getting -- while downsizing some of the groups whose job was to help. So we've specialized our sales force, increased the size of our sales force, added sales consultants, added salespeople and have kept expenses pretty close to flat.

So we have a lot more firepower right now in terms of our distribution -- organization, and we're going to keep doing that for at least the next 18 months. So again, we're going to do it very conservatively.

We're going to add the capacity without adding the expense.

I'm just wondering, Mark, given all the enhancements you made with the release of Fusion, can you share with us the type of attach rates you're seeing of the add-ons that are not included in the maintenance payments people are making? And secondly, I guess given the success you're seeing in the cloud subscription revenue line, how should we think about this in terms of the software license update growth rate going forward, if at all, in terms of the impact it could have?

Okay. First, a lot of questions there, Heather.

I think first in terms of modular attach, I mean these are very early days, right? So modular attach, in our view, is a long-term strategy.

The fact that we would sell recruiting in HCM and then sell succession planning, maybe that even leads to core HR. So our attach rate, we looked at it over a number of years.

I mean -- so for example in the quarter, we had some very significant logos, I read only a few of them, where we closed the module. And frankly as soon as we closed the module, we had a proposal for another one, another one, et cetera, et cetera.

So it's a core part of our strategy in terms of attach, and I say that in terms of attach of module to module. Your question about subscription rate, and I think your point was -- I think you're trying to tell me, "How should you think about the growth of it?"

And frankly, there's a couple of different dynamics to it, and I'm going to let Safra decide how we're going to talk to you about that because it's a combination of new annual recurring revenue...

Right.

That we measure very closely. And then we measure renewal rates very closely, but they're frankly 2 separate metrics.

And then there's a third metric, which is the expansion of an existing customer. So you've got both -- I've got the customer.

I'm going to expand them, that's one opportunity. The second, I'm just going to renew the customer I've got.

And then third, a net new logo, and the combination of those 3 create annual revenue. So that's how I'd say we think about it.

Okay. So, Heather, I think what you're trying to get to is whether our software update number is going to slow down as people maybe [Audio Gap] from on-premise to cloud.

And I think at this point where we are is that you actually have to kind of understand the scale of these things. Because as a general matter, folks who are already on-premise will buy some SaaS modules and -- as add-ons and to the extent that they are converting from one to the other.

The first thing is, as a general matter, we always get more money, so first. Secondly, I want to just remind you that our support number, the thing we call software license and updates and product support, is $4.2 billion.

In fact, the -- after the point number, the $260 million, that's actually bigger than our SaaS number. So let's say it's just not going to have a material impact.

Our renewal rates remain extremely, extremely high and over the next -- it took us 30 years to get to $4.2 billion as customers convert. Well theoretically, it might not grow as quickly.

But at this point, we've got a long way to go, I would say extremely bullish on our high, high renewal rates. So we expect that number to grow and our SaaS number grow simultaneously at much higher percentages because it's a smaller base.

Safra, from your comments, it sounded like you guys are seeing a year-end budget flush, which is pretty encouraging. Are you now seeing any changes in pricing or the pricing environment?

Seems things are going very, very well, obviously. Things are going well.

Folks want to close deals. Folks want to close deals in November.

They want to continue to close deals now in December. It's new.

It's good. So far, so good.

No negative impact on pricing. Pricing remains very good for us all around.

Remember we have the deepest, broadest product line in the industry. Really, no one has everything we have.

And as a result customers, when they come and buy from us, they often buy many things. And as a result, I think they're happy with our pricing, and we're happy with their purchases.

From what you've described, it sounds like the Database business is performing well and that has really been no letup there. But the 12c product cycle is coming here soon, and we've heard it described as a very big leap forward.

So I'm just wondering how should we think about the impact of 12c -- of that product cycle in terms of what it means, both for the industry and also for your Database revenue growth?

Well, I think the big component of 12c is the fact that the first database is really designed for the cloud. In other words, we've moved the multi-tenancy feature out of the application and down into the database layer, which gives people much better capability, much better security.

And we think a lot of people who -- a lot of companies like salesforce.com [indiscernible], our customers will want to take advantage of Oracle 12c. It will make their businesses much more efficient.

It will make their customers much more secure and much more reliable. They'll get better performance and so on.

So we think it will greatly enhance our own cloud offering. We think it's very attractive to our customers who are putting in their own private clouds.

So our enterprise customers are often -- are installing private clouds rather than doing more traditional database implementations in their data centers. So the key component -- or the key feature of Oracle 12c is the fact that it moves multi-tenancy down into the database layer.

We think it will help our cloud business. It will help all of the cloud companies that depend on the Oracle Database.

And it will be very, very attractive to our enterprise customers. So I think it will drive growth.

It will drive growth of the Oracle Database for the next several years.

Yes. I wouldn't model anything short term into it because as you know, our customers who are paying for license updates and product support are entitled to the product as part of that and over time, they upgrade to it over multiple years.

But because of the additional features, we do think that it makes us even more competitive, and we actually expect to continue to gain market share as we have for the past 20 years.

Yes. Just on the quarter too on the Database business, we had big growth -- we've good solid growth in every region.

And we did it across not just the core database, but also our options. And we've had a release of Enterprise Manager that's had quite a positive impact too.

We've had solid growth in Enterprise Manager. So when you look across every region and you look across each of the 3 core elements of our database business, we had strong growth in the quarter.

Mark, you mentioned during the prepared remarks that verticals were up about 60% year-over-year. Could you give us some color around that?

Is that a function of just the increased coverage, products taking market share?

Yes. I think -- I mean listen, we've put a lot of effort into our verticals.

We're a strong believer as a team in this strategy that when we actually solve a customer's problem, their business problem, those are discussions we're having at the CEO level. And the implication it has strategically for us as well as the customer is huge.

So not only do we get the opportunity to get that growth in the vertical business that you're describing, but the pull it has across our entire product line is material. So I think in addition, we've invested a lot of R&D.

We've made some acquisitions. We feel great about our position in communications, our position in retail.

Our performance in retail has been outstanding, just outstanding. The implications it had across our entire product line has been profound in terms of just the growth that it's driven.

We've made big investments in Financial Services, big investments not just in product but also in scaling out our sales force. So those 3 are very big industries in terms of just the total spend.

Financial Services is probably the biggest when you take manufacturing about from being sort of segmented into multiple industries. And so those 3 have been very big for us.

We've made investments in utilities, which we saw growth in utilities again in the quarter. We've seen growth in healthcare in the quarter as well.

And then I would say overall, just to finish it, we've had -- we've invested in growth. Our pipelines are up.

And not only we feel good about the quarter, we're optimistic about the verticals as we go forward as well.

Thank you, operator. A telephonic replay of this conference call will be available for 24 hours.

The dial-in information can be found in the press release issued earlier today. Please call the Investor Relations Department with any follow-up questions, and we look forward to speaking with you.

Thank you for joining us today. With that, we'll close the call, operator.