Commission file number 001-38669 LiveRamp Holdings, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ----- to ----- Securities registered pursuant to Section 12(b) of the Act: | Title of each class | Trading Sy ...

LiveRamp Holdings, Inc. (NYSE:RAMP) Q4 2021 Earnings Conference Call May 25, 2021 4:30 PM ET Company Participants Lauren Dillard – Chief Communications Officer Scott Howe – Chief Executive Officer Warren Jenson – President and Chief Financial Officer Conference Call Participants Shyam Patil – SIG Stan Zlotsky – Morgan Stanley Brian Fitzgerald – Wells Fargo Nick Zangler – Stephens Jack Andrews – Needham Tim Nollen – Macquarie Jason Cryer – Craig Hallum Daniel Salmon – BMO Operator Good afternoon, ladies and ...

Financial Data and Key Metrics Changes - Total revenue increased by 17% and subscription revenue rose by 15% [9][41] - Annual Recurring Revenue (ARR) at the end of the quarter was up 17% [11][42] - Marketplace and other revenue grew by 27%, with data marketplace revenue up 60% [9][41] - The company achieved its first-ever double-digit operating margin, marking a significant milestone [11] Business Line Data and Key Metrics Changes - The average Annual Contract Value (ACV) of brand deals won in Q3 increased by nearly 30% [11] - The number of customers generating over $1 million in revenue increased by 30% year-over-year, totaling 65 [11] Market Data and Key Metrics Changes - More than 325 publishers have adopted the Authenticated Traffic Solution (ATS), up from 215 in the previous quarter [13] - ATS-enabled campaigns tripled in Q3 compared to the prior quarter, indicating strong market momentum [13] Company Strategy and Development Direction - The company is focusing on the adoption of ATS as a key strategy to replace third-party cookies, which is expected to drive growth [12][19] - LiveRamp is broadening its core subscription offerings with new features and use cases, particularly in connected television and Safe Haven [22][23] - The acquisition of DataFleets is aimed at enhancing privacy-preserving data collaboration capabilities, opening new markets such as healthcare and financial services [29][47] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's positioning despite the uncertain macroeconomic environment, highlighting the importance of data for clients [8][38] - The transition away from third-party cookies is seen as a long-term positive for the company, although it may have short-term financial implications [18][60] - The company expects topline growth of up to 15% in FY 2022, factoring in a $30 million headwind from sunsetting cookie-based revenue [60] Other Important Information - The company reported a gross margin improvement of 400 basis points to 73% [49] - Operating cash flow was $15 million, and free cash flow was positive at $2 million [50] - The cash balance at the end of the quarter was $663 million, indicating a strong financial position [50] Q&A Session Summary Question: Can you discuss the DataFleets acquisition and its potential benefits? - Management highlighted that DataFleets technology will enhance Safe Haven by allowing complex analytics without moving data, expected to be integrated by mid FY 2022 [68][69] Question: What is the expected growth framework for subscription versus marketplace in FY 2022? - Management indicated strong growth in both areas, with underlying growth expected to exceed 20% when excluding the $30 million headwind [70] Question: Can you elaborate on the headwinds from platform relationships? - Management explained that the $30 million headwind is due to the sunsetting of cookie-based licensing relationships, which are expected to change in nature rather than disappear entirely [74][106] Question: What drove the recent increase in ATS adoption? - Management attributed the increase to a combination of improved results from ATS and a growing recognition among clients of the need for sophisticated data solutions [78][99] Question: How will the DataFleets acquisition be monetized? - The acquisition will be embedded into the Safe Haven solution and is expected to open new opportunities in low-penetration verticals like healthcare and financial services [101]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ----- to ----- Commission file number 001-38669 LiveRamp Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 | Securities regist ...

LiveRamp Holdings, Inc. (NYSE:RAMP) Q2 2021 Earnings Conference Call November 9, 2020 4:30 PM ET Company Participants Lauren Dillard - Chief Communications Officer Scott Howe - CEO Warren Jenson - President and CFO Conference Call Participants Daniel Salmon - BMO Kyle Evans - Stephens Melissa Dunn - Morgan Stanley Kirk Materne - Evercore ISI Brian Fitzgerald - Wells Fargo Tim Nollen - Macquarie Operator Good afternoon, ladies and gentlemen. And welcome to LiveRamp's Fiscal 2021 Second Quarter Earnings Call ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ----- to ----- (Registrant's Telephone Number, Including Area Code) Commission file number 001-38669 LiveRamp Holdings, Inc. (Exact Name of Registrant as ...

Financial Performance - The company's ARR reached $307 million, a 28% year-over-year increase[12] - Subscription revenue accounted for 83% of total revenue[12] - Q1 2021 GAAP revenue was $99 million, up 21% year-over-year[16] - Q1 2021 GAAP gross profit was $65 million with a gross margin of 65%, a 9 percentage point increase year-over-year[16] - The company is targeting a long-term operating margin of 25% and a long-term gross margin of 75%[14] Customer Metrics - The company has 780 direct clients[12] - The company added 90 LTM (Last Twelve Months) direct net clients[12] - Platform net retention was 111%[12] - The company has 60 clients with over $1 million in revenue[12] Cash Flow and RPO - Q1 2021 operating cash flow was -$24 million[20] - Q1 2021 free cash flow was -$24 million[20] - Total Remaining Performance Obligations (RPO) reached $339 million[28] Outlook - The company expects Q2 FY21 revenue to be approximately $100 million, representing an 11% year-over-year growth[33] - The company anticipates an operating loss of up to $39 million on a GAAP basis and up to $7 million on a non-GAAP basis for Q2 FY21[33]

Summary of LiveRamp Holdings, Inc. Fiscal 2021 First Quarter Earnings Conference Call Company Overview - **Company**: LiveRamp Holdings, Inc. (NYSE:RAMP) - **Date of Call**: August 10, 2020 - **Participants**: - Lauren Dillard – Chief Communications Officer - Scott Howe – Chief Executive Officer - Warren Jenson – President and Chief Financial Officer Key Industry Insights - **Industry**: Digital Advertising and Data Connectivity - **Market Context**: The call occurred during the COVID-19 pandemic, which has accelerated digital transformation across industries. Core Themes and Financial Performance 1. **Durability of SaaS Model**: - Total revenue reached $99 million, up 21% year-over-year. - Subscription revenue, which constitutes 80% of total revenue, also increased by 21% due to advanced use cases like measurement and advanced television [7][30]. - The company achieved its first profitable quarter, indicating strong gross margin improvement [9][31]. 2. **Client Demand and Digital Transformation**: - Clients increasingly rely on LiveRamp for guidance during uncertain times, with a notable shift towards data-driven marketing strategies [11][12]. - Total growth bookings increased by over 50% year-over-year, with annual recurring revenue (ARR) up 28% [13][30]. 3. **Strategic Investments for Future Growth**: - LiveRamp's investments in products like Safe Haven and ATS (Authenticated Traffic Solution) are expected to drive future growth [17][18]. - The company is positioned to capitalize on the $70 billion U.S. television market, which is undergoing significant transformation towards data-driven advertising [23][25]. Additional Insights - **Television and Connected TV (CTV)**: - Television-related revenues increased over 50%, with CTV revenue up over 100% [30][66]. - The pandemic has accelerated the shift from traditional TV to CTV, with advertisers seeking measurable outcomes [47][66]. - **Safe Haven and ATS**: - Safe Haven's revenue, bookings, and ARR were all up triple digits, indicating strong market reception [30][72]. - ATS is gaining traction, with over 125 publishers signed, allowing access to 90% of addressable U.S. audiences [53][60]. - **Regulatory Environment**: - The current regulatory climate is seen as a tailwind for LiveRamp, as clients seek guidance on navigating complex privacy regulations [74][75]. - **Market Trends**: - The marketplace is benefiting from a secular trend towards performance-based buying, with expectations for growth in both subscription and marketplace revenue for the year [51][38]. Conclusion - LiveRamp is well-positioned for continued growth, leveraging its SaaS model and strategic investments in data solutions to meet the evolving needs of clients in a rapidly changing digital landscape. The company remains optimistic about its trajectory, despite the challenges posed by the pandemic and economic uncertainty [27][34].

PART I. FINANCIAL INFORMATION [Forward-looking Statements](index=4&type=section&id=Forward-looking%20Statements) This section outlines forward-looking statements, detailing factors and uncertainties that could cause actual results to differ materially from expectations - Forward-looking statements are not guarantees of future performance and are subject to factors and uncertainties that could cause actual results to differ materially[10](index=10&type=chunk) - Key factors that may cause actual results to differ include management's expectations about the macro economy, the potential impact of COVID-19 on business and markets, and various operational and market risks detailed in the Company's 10-K[11](index=11&type=chunk)[14](index=14&type=chunk) - The Company expressly disclaims any obligation to update or revise any forward-looking statements[15](index=15&type=chunk) [Item 1. Financial Statements](index=8&type=section&id=Item%201.%20Financial%20Statements) This section presents LiveRamp Holdings, Inc.'s unaudited condensed consolidated financial statements for Q1 2020, covering key financial statements and notes - The condensed consolidated financial statements are unaudited and prepared in accordance with U.S. GAAP and SEC rules[31](index=31&type=chunk)[32](index=32&type=chunk) - The financial statements include Condensed Consolidated Balance Sheets, Statements of Operations, Comprehensive Loss, Equity, and Cash Flows[8](index=8&type=chunk) [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) **Balance Sheet Highlights (June 30, 2020 vs. March 31, 2020):** | Metric | June 30, 2020 (in thousands) | March 31, 2020 (in thousands) | Change (Absolute) | Change (%) | | :-------------------------------- | :----------------------------- | :---------------------------- | :---------------- | :--------- | | Cash and cash equivalents | $649,895 | $717,811 | $(67,916) | -9.46% | | Total current assets | $825,272 | $896,393 | $(71,121) | -7.93% | | Total assets | $1,233,931 | $1,301,889 | $(67,958) | -5.22% | | Total current liabilities | $125,884 | $161,382 | $(35,498) | -21.99% | | Total stockholders' equity | $1,058,289 | $1,087,512 | $(29,223) | -2.69% | - The Company experienced a decrease in cash and cash equivalents and total current assets, while total current liabilities also decreased significantly[18](index=18&type=chunk) [Condensed Consolidated Statements of Operations](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) **Statements of Operations Highlights (Three months ended June 30, 2020 vs. 2019):** | Metric | June 30, 2020 (in thousands) | June 30, 2019 (in thousands) | Change (Absolute) | Change (%) | | :-------------------------- | :----------------------------- | :----------------------------- | :---------------- | :--------- | | Revenues | $99,437 | $82,511 | $16,926 | 20.51% | | Cost of revenue | $34,465 | $36,426 | $(1,961) | -5.38% | | Gross profit | $64,972 | $46,085 | $18,887 | 40.98% | | Total operating expenses | $90,979 | $94,460 | $(3,481) | -3.69% | | Loss from operations | $(26,007) | $(48,375) | $22,368 | -46.24% | | Net loss | $(21,728) | $(42,140) | $20,412 | -48.44% | | Basic loss per share | $(0.33) | $(0.61) | $0.28 | -45.90% | | Diluted loss per share | $(0.33) | $(0.61) | $0.28 | -45.90% | - The Company reported a **20.5% increase in revenues** and a **41.0% increase in gross profit** year-over-year. Net loss decreased by **48.4%**, and diluted loss per share improved from **$(0.61)** to **$(0.33)**[20](index=20&type=chunk) [Condensed Consolidated Statements of Comprehensive Loss](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) **Comprehensive Loss (Three months ended June 30, 2020 vs. 2019):** | Metric | June 30, 2020 (in thousands) | June 30, 2019 (in thousands) | Change (Absolute) | Change (%) | | :---------------------------------- | :----------------------------- | :----------------------------- | :---------------- | :--------- | | Net Loss | $(21,728) | $(42,140) | $20,412 | -48.44% | | Change in foreign currency translation adjustment | $597 | $(467) | $1,064 | -227.84% | | Comprehensive loss | $(21,131) | $(42,607) | $21,476 | -50.40% | - Comprehensive loss significantly reduced by **50.4%** year-over-year, with foreign currency translation adjustment shifting from a loss to an income[21](index=21&type=chunk) [Condensed Consolidated Statements of Equity](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) **Total Stockholders' Equity (June 30, 2020 vs. March 31, 2020):** | Metric | June 30, 2020 (in thousands) | March 31, 2020 (in thousands) | Change (Absolute) | Change (%) | | :----------------------- | :----------------------------- | :---------------------------- | :---------------- | :--------- | | Total Stockholders' Equity | $1,058,289 | $1,087,512 | $(29,223) | -2.69% | - The Company's total stockholders' equity decreased by **2.69%** from March 31, 2020, primarily due to the acquisition of treasury stock totaling **$42.3 million**[24](index=24&type=chunk) - Non-cash stock-based compensation contributed **$10.5 million** to additional paid-in capital during the quarter[24](index=24&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=13&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) **Cash Flow Summary (Three months ended June 30, 2020 vs. 2019):** | Activity | June 30, 2020 (in thousands) | June 30, 2019 (in thousands) | Change (Absolute) | Change (%) | | :----------------------------- | :----------------------------- | :----------------------------- | :---------------- | :--------- | | Net cash used in operating activities | $(23,612) | $(15,408) | $(8,204) | 53.25% | | Net cash used in investing activities | $(1,499) | $(9,367) | $7,868 | -83.99% | | Net cash used in financing activities | $(43,002) | $(31,132) | $(11,870) | 38.13% | | Net change in cash, cash equivalents and restricted cash | $(67,916) | $(55,996) | $(11,920) | 21.29% | - Net cash used in operating activities increased by **53.3%** due to unfavorable changes in accounts payable, other liabilities, and accounts receivable. Net cash used in investing activities decreased significantly by **84.0%** due to lower capital expenditures and no major acquisitions[28](index=28&type=chunk)[125](index=125&type=chunk)[128](index=128&type=chunk) - Net cash used in financing activities increased by **38.1%** primarily due to higher treasury stock acquisitions[28](index=28&type=chunk)[130](index=130&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=15&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=15&type=section&id=1.%20BASIS%20OF%20PRESENTATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The condensed consolidated financial statements are unaudited and prepared in conformity with U.S. GAAP[31](index=31&type=chunk)[32](index=32&type=chunk) - The Company adopted ASU 2018-15 (cloud computing implementation costs), ASU 2018-13 (fair value measurement disclosures), and ASU 2016-13 (credit losses) on April 1, 2020, with immaterial effects on financial statements[33](index=33&type=chunk) - ASU 2019-12 (simplifying income taxes), effective April 1, 2021, is not expected to have a material impact[36](index=36&type=chunk) [2. LOSS PER SHARE AND STOCKHOLDERS' EQUITY](index=16&type=section&id=2.%20LOSS%20PER%20SHARE%20AND%20STOCKHOLDERS'%20EQUITY) - Basic and diluted loss per share for the three months ended June 30, 2020, was **$(0.33)**, an improvement from **$(0.61)** in the prior year[37](index=37&type=chunk) - The Company repurchased **1.3 million shares** of common stock for **$42.3 million** under its stock repurchase program, with **$326.4 million** remaining capacity as of June 30, 2020[39](index=39&type=chunk) - Accumulated other comprehensive income primarily reflects accumulated foreign currency translation adjustments[40](index=40&type=chunk) [3. REVENUE FROM CONTRACTS WITH CUSTOMERS](index=17&type=section&id=3.%20REVENUE%20FROM%20CONTRACTS%20WITH%20CUSTOMERS) **Revenue Disaggregation (Three months ended June 30, 2020 vs. 2019):** | Category | June 30, 2020 (in thousands) | June 30, 2019 (in thousands) | Change (Absolute) | Change (%) | | :---------------------- | :----------------------------- | :----------------------------- | :---------------- | :--------- | | **Geographical Markets:** | | | | | | United States | $93,382 | $76,541 | $16,841 | 22.00% | | Europe | $4,870 | $4,747 | $123 | 2.59% | | APAC | $1,185 | $1,223 | $(38) | -3.11% | | **Major Offerings/Services:** | | | | | | Subscription | $82,915 | $68,326 | $14,589 | 21.35% | | Marketplace and Other | $16,522 | $14,185 | $2,337 | 16.48% | | **Total Revenues** | **$99,437** | **$82,511** | **$16,926** | **20.51%** | - Unrecognized fixed revenue from customer contracts was **$339.1 million** as of June 30, 2020, with **$222.7 million** expected to be recognized in the next twelve months[43](index=43&type=chunk) [4. LEASES](index=17&type=section&id=4.%20LEASES) - Right-of-use assets were **$15.9 million** at June 30, 2020, a decrease from **$17.8 million** at March 31, 2020[44](index=44&type=chunk) - Total discounted operating lease liabilities were **$19.0 million** as of June 30, 2020[45](index=45&type=chunk) - Operating lease costs for the three months ended June 30, 2020, were **$3.0 million**, up from **$2.3 million** in the prior year[44](index=44&type=chunk) [5. STOCK-BASED COMPENSATION](index=19&type=section&id=5.%20STOCK-BASED%20COMPENSATION) - Total non-cash stock-based compensation expense was **$16.5 million** for the three months ended June 30, 2020, down from **$18.6 million** in the prior year[47](index=47&type=chunk) - The Company granted **1.6 million** time-vesting RSUs with a fair value of **$60.7 million** and **246,524** performance-based PSUs with a fair value of **$10.7 million** during the quarter[51](index=51&type=chunk)[52](index=52&type=chunk) **Expected Future Stock-Based Compensation Expense (in millions):** | Fiscal Year | Amount | | :---------- | :----- | | 2021 | $70.7 | | 2022 | $74.8 | | 2023 | $45.3 | | 2024 | $20.9 | | 2025 | $2.0 | | **Total** | **$213.7** | [6. OTHER CURRENT AND NONCURRENT ASSETS](index=23&type=section&id=6.%20OTHER%20CURRENT%20AND%20NONCURRENT%20ASSETS) - Other current assets decreased from **$32.7 million** at March 31, 2020, to **$24.3 million** at June 30, 2020, primarily due to a decrease in receivable for cash settlement of withheld income tax withholdings[61](index=61&type=chunk) - Other noncurrent assets increased from **$27.2 million** to **$35.6 million**, driven by a new long-term prepaid data revenue share of **$9.8 million**[61](index=61&type=chunk) [7. OTHER ACCRUED EXPENSES](index=23&type=section&id=7.%20OTHER%20ACCRUED%20EXPENSES) - Other accrued expenses decreased from **$69.0 million** at March 31, 2020, to **$50.0 million** at June 30, 2020[62](index=62&type=chunk) - This reduction was mainly due to significant decreases in the PDP performance plan liability (from **$16.3 million** to **$4.1 million**) and the DPM consideration holdback (from **$6.2 million** to zero)[62](index=62&type=chunk) [8. PROPERTY AND EQUIPMENT](index=24&type=section&id=8.%20PROPERTY%20AND%20EQUIPMENT) - Net property and equipment decreased from **$19.3 million** at March 31, 2020, to **$17.1 million** at June 30, 2020[63](index=63&type=chunk) - Depreciation expense was **$2.5 million** for the three months ended June 30, 2020, down from **$5.3 million** in the prior year, which included **$1.9 million** of accelerated depreciation[63](index=63&type=chunk) [9. GOODWILL](index=24&type=section&id=9.%20GOODWILL) - Goodwill increased slightly from **$297.8 million** at March 31, 2020, to **$298.4 million** at June 30, 2020, primarily due to a foreign currency translation adjustment[64](index=64&type=chunk) - The majority of the Company's goodwill (**$295.2 million**) is allocated to the U.S.[64](index=64&type=chunk) [10. INTANGIBLE ASSETS](index=25&type=section&id=10.%20INTANGIBLE%20ASSETS) - Net intangible assets decreased from **$45.2 million** at March 31, 2020, to **$39.9 million** at June 30, 2020[66](index=66&type=chunk) - Total amortization expense for intangible assets was **$5.3 million** for the three months ended June 30, 2020, an increase from **$3.5 million** in the prior year[66](index=66&type=chunk) **Estimated Future Amortization Expenses (in thousands):** | Fiscal Year | Amount | | :---------- | :----- | | 2021 | $12,077 | | 2022 | $14,092 | | 2023 | $11,683 | | 2024 | $2,063 | | **Total** | **$39,915** | [11. ALLOWANCE FOR CREDIT LOSSES](index=25&type=section&id=11.%20ALLOWANCE%20FOR%20CREDIT%20LOSSES) - The allowance for credit losses, returns, and credits increased from **$7.6 million** at March 31, 2020, to **$8.2 million** at June 30, 2020[67](index=67&type=chunk) - The Company recorded bad debt expense of **$1.3 million** for the three months ended June 30, 2020, reflecting ongoing monitoring of COVID-19 impacts on customer payments[67](index=67&type=chunk) [12. RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES](index=26&type=section&id=12.%20RESTRUCTURING,%20IMPAIRMENT%20AND%20OTHER%20CHARGES) - Total restructuring charges and adjustments for the three months ended June 30, 2020, were **$2.0 million**, including **$1.0 million** for severance and **$1.0 million** for lease accruals[69](index=69&type=chunk)[70](index=70&type=chunk) - Remaining accrued balances for restructuring were **$7.7 million** at June 30, 2020, primarily for lease accruals (**$6.0 million**) related to exited office facilities, with liabilities extending through November 2025[69](index=69&type=chunk)[76](index=76&type=chunk) [13. COMMITMENTS AND CONTINGENCIES](index=27&type=section&id=13.%20COMMITMENTS%20AND%20CONTINGENCIES) - There are currently no material legal proceedings pending against the Company or its subsidiaries[78](index=78&type=chunk) **Total Purchase and Other Commitments (as of June 30, 2020, in thousands):** | Fiscal Year | Amount | | :---------- | :----- | | 2021 | $25,855 | | 2022 | $31,047 | | 2023 | $31,259 | | 2024 | $7,615 | | 2025 | $48 | | **Total** | **$95,824** | - Purchase commitments primarily include contractual commitments for data, hosting services, and software as a service arrangements[81](index=81&type=chunk) [14. INCOME TAX](index=28&type=section&id=14.%20INCOME%20TAX) - The Company maintains a full valuation allowance on its net deferred tax assets (except in certain foreign jurisdictions) due to the uncertainty of generating sufficient taxable income in future years[82](index=82&type=chunk) - The estimated annual effective income tax rate is primarily influenced by stock-based compensation and the valuation allowance[82](index=82&type=chunk) [15. FAIR VALUE OF FINANCIAL INSTRUMENTS](index=28&type=section&id=15.%20FAIR%20VALUE%20OF%20FINANCIAL%20INSTRUMENTS) - The carrying amounts of cash and cash equivalents, trade receivables, and trade payables approximate fair value due to their short maturity[83](index=83&type=chunk) - Assets measured at fair value (Level 1) totaled **$14.0 million** as of June 30, 2020, primarily consisting of other current assets[85](index=85&type=chunk) [16. SUBSEQUENT EVENT](index=30&type=section&id=16.%20SUBSEQUENT%20EVENT) - On July 16, 2020, the Company acquired Acuity Data for approximately **$3.1 million** in cash, with a potential three-year performance earnout plan of up to **$5.1 million** in non-cash stock compensation[86](index=86&type=chunk) - The acquisition aims to strengthen the retail analytics capabilities of the Safe Haven platform, enhancing reporting, insights, and collaboration for retailers and CPG companies[86](index=86&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes LiveRamp's financial condition and results for Q1 2020, covering business, revenue, platform, COVID-19 impact, and capital resources - LiveRamp is a global technology company providing an enterprise data connectivity platform to help organizations leverage customer data effectively and safely[88](index=88&type=chunk) - The Company's primary revenue sources are subscription fees from platform access and revenue-sharing fees from its Data Marketplace[91](index=91&type=chunk) - The COVID-19 pandemic has negatively impacted revenues by **$1.4 million** due to service concessions and led to operational changes like remote work and reduced travel[99](index=99&type=chunk)[100](index=100&type=chunk)[105](index=105&type=chunk) [Introduction and Overview](index=31&type=section&id=Introduction%20and%20Overview) - LiveRamp is a global technology company headquartered in San Francisco, California, focused on making data use safe and easy for companies[88](index=88&type=chunk)[89](index=89&type=chunk) - The Company provides an enterprise data connectivity platform that helps organizations leverage customer data within and outside their operations, serving a global client base including Fortune 500 companies[88](index=88&type=chunk)[89](index=89&type=chunk) [Operating Segment](index=31&type=section&id=Operating%20Segment) - The Company operates as a single operating segment, with financial information and resource performance assessed on a consolidated basis by the chief operating decision maker[90](index=90&type=chunk) [Sources of Revenues](index=31&type=section&id=Sources%20of%20Revenues) - LiveRamp generates revenue primarily from subscription fees for platform access and marketplace and other revenue, which includes revenue-sharing from data transactions and usage-based fees[91](index=91&type=chunk) - Subscription pricing is tiered based on the volume of data supported by the platform[91](index=91&type=chunk) [The LiveRamp Platform](index=31&type=section&id=The%20LiveRamp%20Platform) - The LiveRamp platform is an enterprise data connectivity platform centered on an omnichannel, deterministic identity graph that resolves customer data to privacy-protected IdentityLink™ identifiers[91](index=91&type=chunk) - The platform supports various people-based marketing solutions including Onboarding, Identity Resolution, Safe Haven, Analytics & Measurement, and Consent Management, integrating with over **550 partners**[91](index=91&type=chunk)[92](index=92&type=chunk) - The Company works with **780 direct customers** worldwide, including approximately **22% of the Fortune 500**, and charges for IdentityLink on an annual subscription basis, primarily based on data volume[94](index=94&type=chunk)[95](index=95&type=chunk) [Data Marketplace](index=33&type=section&id=Data%20Marketplace) - The LiveRamp Data Marketplace connects data owners' audience data across the marketing ecosystem, enabling monetization for data owners and providing data buyers access to ethically sourced, high-quality third-party data[96](index=96&type=chunk) - Revenue from the Data Marketplace is primarily generated through revenue-sharing arrangements with data owners and transactional usage-based revenue from publishers and addressable TV providers[97](index=97&type=chunk) [COVID-19 Update](index=34&type=section&id=COVID-19%20Update) - The COVID-19 pandemic has adversely affected workforces, organizations, customers, economies, and financial markets globally, leading to an economic downturn and increased market volatility[99](index=99&type=chunk) - Revenues were negatively impacted by **$1.4 million** due to short-term service concessions granted to certain customers[105](index=105&type=chunk) - The Company shifted to a remote workplace, suspended business travel, and replaced planned events with virtual experiences, incurring expenses for remote work support while reducing travel and entertainment costs[100](index=100&type=chunk) [Summary Results and Notable Events](index=35&type=section&id=Summary%20Results%20and%20Notable%20Events) **Financial Summary (Three months ended June 30, 2020 vs. 2019):** | Metric | June 30, 2020 (in millions) | June 30, 2019 (in millions) | Change (%) | | :-------------------------- | :-------------------------- | :-------------------------- | :--------- | | Revenues | $99.4 | $82.5 | 20.5% | | Cost of revenue | $34.5 | $36.4 | -5.4% | | Gross margin | 65.3% | 55.9% | +9.4 pp | | Total operating expenses | $91.0 | $94.5 | -3.7% | | Net loss | $(21.7) | $(42.1) | -48.4% | | Diluted loss per share | $(0.33) | $(0.61) | -45.9% | | Net cash used in operating activities | $(23.6) | $(15.4) | +53.2% | - The Company repurchased **1.3 million shares** of its common stock for **$42.3 million** under its repurchase program[103](index=103&type=chunk) - Non-cash stock compensation was **$16.5 million** for the quarter ended June 30, 2020, compared to **$18.6 million** in the prior year[103](index=103&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) [Revenues](index=36&type=section&id=Revenues) - Total revenues for the quarter ended June 30, 2020, increased by **$16.9 million (20.5%)** to **$99.4 million**[105](index=105&type=chunk) - Subscription revenue grew by **$14.6 million (21.4%)** due to new logo deals and upsells, while Marketplace and Other revenue grew by **$2.3 million (16.5%)** from Data Marketplace and TV transactional growth[105](index=105&type=chunk) - U.S. revenue increased by **22.0%**, and international revenue increased by **1.4%**. Revenues were negatively impacted by **$1.4 million** due to COVID-19 service concessions[105](index=105&type=chunk) [Cost of revenue and Gross profit](index=36&type=section&id=Cost%20of%20revenue%20and%20Gross%20profit) - Cost of revenue decreased by **$2.0 million (5.4%)** to **$34.5 million**, while gross profit increased by **$18.9 million (41.0%)** to **$65.0 million**[104](index=104&type=chunk)[107](index=107&type=chunk) - Gross margin improved significantly to **65.3%** from **55.9%** in the prior year, driven by revenue growth, lower identity graph data costs (**$1.3 million**), decreased security costs (**$1.8 million**), and **$1.5 million** less accelerated depreciation[106](index=106&type=chunk)[107](index=107&type=chunk) [Operating Expenses](index=37&type=section&id=Operating%20Expenses) [Research and development ("R&D") expense](index=37&type=section&id=Research%20and%20development%20(%22R%26D%22)%20expense) - R&D expenses increased by **$3.3 million (13.8%)** to **$27.0 million**, primarily due to ongoing investment in LiveRamp products and a **$1.4 million** increase in non-cash stock-based compensation[109](index=109&type=chunk) - R&D expenses as a percentage of total revenues decreased to **27.1%** from **28.8%** in the prior year[109](index=109&type=chunk) [Sales and marketing ("S&M") expense](index=37&type=section&id=Sales%20and%20marketing%20(%22S%26M%22)%20expense) - S&M expenses decreased by **$4.5 million (10.5%)** to **$38.6 million**, mainly due to a **$1.8 million** decrease in non-cash stock-based compensation and **$4.3 million** reduced travel, entertainment, and promotional costs[111](index=111&type=chunk) - S&M expenses as a percentage of total revenues decreased to **38.8%** from **52.3%** in the prior year[111](index=111&type=chunk) [General and administrative (G&A) expense](index=38&type=section&id=General%20and%20administrative%20(G%26A)%20expense) - G&A expenses decreased by **$2.0 million (7.7%)** to **$23.4 million**, driven by lower non-cash stock-based compensation (**$2.7 million** vs. **$4.5 million** prior year) and **$0.4 million** less accelerated depreciation[113](index=113&type=chunk) - Current quarter G&A expenses included **$3.6 million** of third-party transformation costs related to assessing COVID-19 impact and implementing restructuring activities[113](index=113&type=chunk) [Gains, losses, and other items, net](index=38&type=section&id=Gains,%20losses,%20and%20other%20items,%20net) - Gains, losses, and other items, net, decreased by **$0.3 million** to **$2.0 million**, primarily consisting of **$1.0 million** in severance and **$1.0 million** in lease settlement costs[114](index=114&type=chunk) [Loss from Operations and Operating Margin](index=38&type=section&id=Loss%20from%20Operations%20and%20Operating%20Margin) - Loss from operations improved by **$22.4 million (46.2%)** to **$(26.0) million**, and operating margin improved to negative **26.2%** from negative **58.6%** in the prior year[104](index=104&type=chunk)[115](index=115&type=chunk) - This improvement was primarily due to increased gross profit from higher revenue, lower cost of revenue, and decreased operating expenses[115](index=115&type=chunk) [Other Income and Income Taxes](index=38&type=section&id=Other%20Income%20and%20Income%20Taxes) - Other income decreased from **$5.9 million** in the prior year to **$0.5 million**, mainly due to lower interest income from invested cash balances[116](index=116&type=chunk) - The Company recognized an income tax benefit of **$3.8 million** on a pretax loss of **$25.5 million**, reflecting anticipated refunds from the carryback of net operating losses under the CARES Act[117](index=117&type=chunk) [Capital Resources and Liquidity](index=39&type=section&id=Capital%20Resources%20and%20Liquidity) - Cash and cash equivalents totaled **$649.9 million** at June 30, 2020, with approximately **2.0%** located outside the United States[119](index=119&type=chunk) - Working capital decreased by **$35.6 million** to **$699.4 million** at June 30, 2020, compared to March 31, 2020[121](index=121&type=chunk) - Management believes existing cash is sufficient for foreseeable requirements, but acknowledges potential liquidity changes due to COVID-19, including collection difficulties and increased cost of capital[122](index=122&type=chunk) [Operating Activities](index=39&type=section&id=Operating%20Activities) - Net cash used in operating activities increased to **$(23.6) million** for the three months ended June 30, 2020, from **$(15.4) million** in the prior year[123](index=123&type=chunk) - The increase in cash used was primarily due to unfavorable changes in accounts payable and other liabilities (**$22.7 million**), accounts receivable (**$5.9 million**), and deferred commissions (**$1.7 million**)[125](index=125&type=chunk) [Investing Activities](index=40&type=section&id=Investing%20Activities) - Net cash used in investing activities decreased significantly to **$(1.5) million** for the three months ended June 30, 2020, from **$(9.4) million** in the prior year[123](index=123&type=chunk)[128](index=128&type=chunk) - Current period investing activities consisted of **$0.8 million** in capital expenditures and a **$0.7 million** payment for a convertible debt investment, compared to **$4.9 million** for capital expenditures and **$4.5 million** for an acquisition in the prior year[128](index=128&type=chunk) [Financing Activities](index=40&type=section&id=Financing%20Activities) - Net cash used in financing activities increased to **$(43.0) million** for the three months ended June 30, 2020, from **$(31.1) million** in the prior year[123](index=123&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk) - This was primarily driven by **$42.3 million** in treasury stock acquisitions and **$1.8 million** for shares repurchased for tax withholdings upon vesting of stock-based awards[130](index=130&type=chunk) [Off-Balance Sheet Items and Commitments](index=41&type=section&id=Off-Balance%20Sheet%20Items%20and%20Commitments) - As of June 30, 2020, the Company does not have any off-balance sheet arrangements[133](index=133&type=chunk) - Contractual commitments include operating leases, purchase commitments for data, and other commitments related to hosting services and software as a service arrangements[135](index=135&type=chunk) [Common Stock Repurchase Program](index=41&type=section&id=Common%20Stock%20Repurchase%20Program) - The Company repurchased **1.3 million shares** of its common stock for **$42.3 million** during the three months ended June 30, 2020[134](index=134&type=chunk) - Through June 30, 2020, a total of **28.2 million shares** were repurchased for **$673.6 million** under the **$1.0 billion** program, leaving **$326.4 million** in remaining capacity[134](index=134&type=chunk) [Contractual Commitments](index=41&type=section&id=Contractual%20Commitments) **Contractual Cash Obligations and Purchase Commitments (as of June 30, 2020, in thousands):** | Commitment Type | 2021 | 2022 | 2023 | 2024 | 2025 | Total | | :-------------------------- | :----- | :----- | :----- | :----- | :----- | :------ | | Operating leases | $8,098 | $9,078 | $2,681 | $769 | $66 | $20,692 | | Purchase commitments | $9,670 | $5,293 | $3,392 | $96 | $48 | $18,499 | | Other commitments | $16,185 | $25,754 | $27,867 | $7,519 | $0 | $77,325 | | **Total** | **$33,953** | **$40,125** | **$33,940** | **$8,384** | **$114** | **$116,516** | - Future minimum payments related to restructuring plans for exited office facilities total **$11.7 million**, extending through November 2025[136](index=136&type=chunk) [Non-U.S. Operations](index=42&type=section&id=Non-U.S.%20Operations) - The Company has operations in the United Kingdom, France, Netherlands, Australia, China, Singapore, and Japan[139](index=139&type=chunk) - Most exposure to exchange rate fluctuation is due to translation gains and losses, with foreign locations generally expected to fund their own operations. The Company does not use foreign currency hedging instruments[139](index=139&type=chunk) [Critical Accounting Policies](index=42&type=section&id=Critical%20Accounting%20Policies) - No material changes to the Company's critical accounting policies have occurred since the 2020 Annual Report, other than those described in Note 1[140](index=140&type=chunk) [Recent Accounting Pronouncements](index=42&type=section&id=Recent%20Accounting%20Pronouncements) - Information on recent accounting pronouncements, both adopted and not yet adopted, can be found in Note 1 of the Notes to Condensed Consolidated Financial Statements[141](index=141&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section reports no material changes in the Company's market risk exposures for Q1 2020 compared to its 2020 Annual Report - There have been no material changes in the Company's market risk exposures for the three months ended June 30, 2020, compared to the 2020 Annual Report[143](index=143&type=chunk) [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms effective disclosure controls and no material changes in internal control over financial reporting for Q1 2020, despite COVID-19 - The Company's disclosure controls and procedures were evaluated and concluded to be effective as of June 30, 2020[145](index=145&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter, despite many employees working remotely due to the COVID-19 pandemic[147](index=147&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) This section states that there are no material legal proceedings currently pending against LiveRamp Holdings, Inc. or its subsidiaries - There are no matters pending against the Company or its subsidiaries for which the potential exposure is considered material to the condensed consolidated financial statements[149](index=149&type=chunk) [Item 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors from the 2020 Annual Report, highlighting dependence on customer renewals and the uncertain, adverse impacts of the COVID-19 pandemic - The risks described in the 2020 Annual Report remain current, with a continued dependence on customer renewals, new customer additions, and increased revenue from existing customers for subscription and marketplace businesses[150](index=150&type=chunk)[151](index=151&type=chunk) - The COVID-19 pandemic's impact is highly uncertain and could lead to reduced advertising spending, delayed purchasing decisions, pricing pressure, lengthened payment terms, and increased competition[154](index=154&type=chunk)[157](index=157&type=chunk) - Operational responses to COVID-19, such as remote work and travel restrictions, could affect business activities, employee productivity, and cybersecurity, while global markets experience significant volatility[158](index=158&type=chunk)[160](index=160&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section provides information regarding the Company's common stock repurchases during the quarter ended June 30, 2020, under its publicly announced repurchase program **Common Stock Repurchases (April 1, 2020 - June 30, 2020):** | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :-------------------------- | :----------------------------- | :--------------------------- | | April 1, 2020 - April 30, 2020 | 1,243,534 | $31.77 | | May 1, 2020 - May 31, 2020 | 78,132 | $35.83 | | June 1, 2020 - June 30, 2020 | — | $— | | **Total** | **1,321,666** | **$32.01** | - As of June 30, 2020, the Company had repurchased a total of **28.2 million shares** for **$673.6 million** under the **$1.0 billion** stock repurchase program, with **$326.4 million** remaining capacity[162](index=162&type=chunk) [Item 3. Defaults Upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there are no defaults upon senior securities to report - This item is not applicable[163](index=163&type=chunk) [Item 4. Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that there are no mine safety disclosures to report - This item is not applicable[164](index=164&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report - This item is not applicable[165](index=165&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the quarterly report, including various certifications by the Chief Executive Officer and Chief Financial Officer, as well as financial information formatted in inline XBRL - Exhibits include certifications from the Chief Executive Officer and President, Chief Financial Officer and Executive Managing Director of International (31.1, 31.2, 32.1, 32.2)[167](index=167&type=chunk) - Financial information from the Quarterly Report on Form 10-Q is provided in inline XBRL format (Exhibit 101 and 104)[167](index=167&type=chunk) [Signature](index=48&type=section&id=Signature) This section contains the signature of Warren C. Jenson, confirming the due authorization and filing of the report on behalf of LiveRamp Holdings, Inc. - The report is signed by Warren C. Jenson, President, Chief Financial Officer and Executive Managing Director of International, on August 10, 2020[171](index=171&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ----- to ----- Commission file number 001-38669 LiveRamp Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction o ...