[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited financial statements show decreased cash, increased goodwill from acquisitions, and a net loss despite revenue growth Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | Dec 31, 2019 ($ in thousands) | Mar 31, 2019 ($ in thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $767,200 | $1,061,473 | | Goodwill | $297,780 | $204,656 | | Total Assets | $1,343,852 | $1,472,911 | | Total current liabilities | $149,075 | $95,118 | | Total stockholders' equity | $1,142,541 | $1,330,832 | Condensed Consolidated Statement of Operations (Q3 FY2020 vs Q3 FY2019, Unaudited) | Metric | Q3 2019 ($ in thousands) | Q3 2018 ($ in thousands) | | :--- | :--- | :--- | | Revenues | $102,217 | $80,021 | | Gross Profit | $64,251 | $45,183 | | Loss from operations | $(41,485) | $(48,211) | | Net loss from continuing operations | $(38,040) | $(15,261) | | Diluted loss per share (continuing ops) | $(0.56) | $(0.20) | Condensed Consolidated Statement of Operations (Nine Months Ended Dec 31, Unaudited) | Metric | 2019 ($ in thousands) | 2018 ($ in thousands) | | :--- | :--- | :--- | | Revenues | $274,871 | $207,304 | | Gross Profit | $159,019 | $124,346 | | Loss from operations | $(140,133) | $(116,012) | | Net loss from continuing operations | $(120,382) | $(84,259) | | Diluted loss per share (continuing ops) | $(1.77) | $(1.09) | Condensed Consolidated Statement of Cash Flows (Nine Months Ended Dec 31, Unaudited) | Cash Flow Activity | 2019 ($ in thousands) | 2018 ($ in thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | $(28,355) | $(40,332) | | Net cash used in investing activities | $(115,150) | $(7,795) | | Net cash used in financing activities | $(135,840) | $(820,644) | | Net change in cash | $(279,458) | $1,406,756 | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policy changes, significant acquisitions, revenue disaggregation, and the status of the stock repurchase program - The company adopted the new lease standard (Topic 842) on April 1, 2019, resulting in the recognition of **$22.9 million** in right-of-use assets and corresponding lease liabilities[33](index=33&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - On July 2, 2019, the company acquired Data Plus Math (DPM) for approximately **$118.0 million**, resulting in **$89.9 million** of goodwill. On April 2, 2019, it acquired Faktor for **$4.5 million**, adding **$3.1 million** to goodwill[53](index=53&type=chunk)[60](index=60&type=chunk)[90](index=90&type=chunk) Revenue Disaggregation (Nine Months Ended Dec 31) | Category | 2019 ($ in thousands) | 2018 ($ in thousands) | | :--- | :--- | :--- | | **By Geography** | | | | United States | $255,895 | $189,997 | | Europe | $15,103 | $13,858 | | APAC | $3,873 | $3,449 | | **By Service** | | | | Subscription | $221,847 | $171,184 | | Marketplace and Other | $53,024 | $36,120 | | **Total** | **$274,871** | **$207,304** | - As of December 31, 2019, the company had **$344.4 million** in remaining performance obligations, with **$200.4 million** expected to be recognized as revenue over the next twelve months[48](index=48&type=chunk) - During the nine months ended December 31, 2019, the company repurchased **2.6 million shares** for **$121.2 million**. The remaining capacity under the stock repurchase program is **$429.8 million**[51](index=51&type=chunk) - The sale of the Acxiom Marketing Solutions (AMS) business in fiscal 2019 is classified as a discontinued operation. For the nine months ended Dec 31, 2018, AMS generated **$1.16 billion** in earnings from discontinued operations, net of tax, primarily from the gain on sale[64](index=64&type=chunk)[65](index=65&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses LiveRamp's platform, revenue growth, improved gross margin, increased operating expenses, and liquidity position [Introduction and Overview](index=33&type=section&id=Introduction%20and%20Overview) LiveRamp provides an enterprise customer management platform, offering identity resolution and data services, with revenue from subscriptions and marketplace activities - LiveRamp operates as a single segment, providing an enterprise customer management platform with core capabilities in data accessibility, identity, connectivity, and data stewardship[109](index=109&type=chunk)[111](index=111&type=chunk) - Revenue sources are primarily (i) subscription fees from clients accessing the platform and (ii) marketplace revenue from data transactions and usage-based fees[112](index=112&type=chunk) - The company serves over **770 direct customers**, including approximately **21% of the Fortune 500**, and thousands more indirectly through partnerships[121](index=121&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Q3 revenue grew **27.7%** to **$102.2 million** with improved gross margin, while operating expenses increased, leading to a narrowed operating loss Q3 Revenue Breakdown (in thousands) | Revenue Type | Q3 2019 | Q3 2018 | % Change | | :--- | :--- | :--- | :--- | | Subscription | $81,554 | $65,003 | 25.5% | | Marketplace and Other | $20,663 | $15,018 | 37.6% | | **Total revenues** | **$102,217** | **$80,021** | **27.7%** | - Q3 gross margin increased to **62.9%** from **56.5%** YoY, primarily due to decreased identity graph and security costs[131](index=131&type=chunk)[137](index=137&type=chunk) Q3 Operating Expenses (in thousands) | Expense Category | Q3 2019 | Q3 2018 | % Change | | :--- | :--- | :--- | :--- | | Research and development | $27,403 | $20,469 | 33.9% | | Sales and marketing | $51,993 | $40,054 | 29.8% | | General and administrative | $26,107 | $27,828 | -6.2% | | **Total operating expenses** | **$105,736** | **$93,394** | **13.2%** | - The increase in Sales & Marketing expenses for Q3 was driven by higher non-cash stock-based compensation (**$15.7 million** vs **$9.5 million** YoY) and increased headcount to support growth[142](index=142&type=chunk) - Loss from operations for Q3 narrowed to **$41.5 million** (negative **40.6%** margin) from **$48.2 million** (negative **60.2%** margin) in the prior year quarter[149](index=149&type=chunk) [Capital Resources and Liquidity](index=42&type=section&id=Capital%20Resources%20and%20Liquidity) Working capital decreased to **$784.0 million**, with cash used in operations, acquisitions, and stock repurchases, but liquidity remains sufficient - Working capital decreased by **$313.0 million** to **$784.0 million** at December 31, 2019, compared to March 31, 2019[154](index=154&type=chunk) Cash Flow Summary (Nine Months Ended Dec 31, 2019) | Activity | Cash Flow ($ in thousands) | | :--- | :--- | | Net cash used in operating activities | $(28,355) | | Net cash used in investing activities | $(115,150) | | Net cash used in financing activities | $(135,840) | - Investing activities for the nine months included **$105.4 million** for the acquisitions of DPM and Faktor and **$10.3 million** for capital expenditures[161](index=161&type=chunk) - Financing activities for the nine months included **$121.2 million** for the repurchase of **2.6 million shares** under the stock repurchase plan[163](index=163&type=chunk) [Off-Balance Sheet Items and Commitments](index=44&type=section&id=Off-Balance%20Sheet%20Items%20and%20Commitments) The company has **$429.8 million** remaining in its stock repurchase program and **$112.4 million** in total contractual commitments - The company has remaining capacity of **$429.8 million** under its **$1.0 billion** stock repurchase program, which runs through December 31, 2020[167](index=167&type=chunk) Contractual Commitments as of Dec 31, 2019 (in thousands) | Commitment Type | Total Amount | | :--- | :--- | | Operating leases | $25,487 | | Purchase commitments | $23,404 | | Other commitments | $88,947 | | **Total** | **$112,351** | [Quantitative and Qualitative Disclosures about Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No material changes in market risk exposures were reported for the nine months ended December 31, 2019 - There have been no material changes in market risk exposures during the nine months ended December 31, 2019[184](index=184&type=chunk) [Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - The principal executive officer and principal financial officer concluded that as of December 31, 2019, the company's disclosure controls and procedures were effective[185](index=185&type=chunk) - No changes occurred during the fiscal quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[185](index=185&type=chunk) [Part II. Other Information](index=47&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) No pending legal matters with material financial exposure are reported against the company or its subsidiaries - There are no pending legal matters with potential exposure considered material to the company's financial statements[186](index=186&type=chunk) [Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) Risk factors from the prior Annual Report on Form 10-K remain materially current, though not exhaustive of all potential risks - The risk factors previously disclosed in the Annual Report on Form 10-K for the year ended March 31, 2019, remain materially current[187](index=187&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **423,953 shares** for **$20.7 million** in Q3 FY2020, with **$429.8 million** remaining in the repurchase program Issuer Purchases of Equity Securities (Q3 FY2020) | Period | Total Shares Purchased | Average Price Paid Per Share | Total Shares Purchased as Part of Publicly Announced Program | | :--- | :--- | :--- | :--- | | October 2019 | — | $ — | — | | November 2019 | 195,500 | $48.44 | 195,500 | | December 2019 | 228,453 | $49.22 | 228,453 | | **Total** | **423,953** | **$48.86** | **423,953** | - As of December 31, 2019, the company had **$429.8 million** remaining under its stock repurchase program[189](index=189&type=chunk) [Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed, including CEO and CFO certifications and financial statements in XBRL format - Exhibits filed include certifications by the CEO and CFO under Sarbanes-Oxley rules and financial data in XBRL format[195](index=195&type=chunk)

[Form 10-Q Filing Information](index=1&type=section&id=Form%2010-Q%20Filing%20Information) The document is a Quarterly Report (Form 10-Q) filed by LiveRamp Holdings, Inc. for the quarter ended September 30, 2019 - The document is a Quarterly Report (Form 10-Q) filed by LiveRamp Holdings, Inc. for the quarterly period ended September 30, 2019[1](index=1&type=chunk) | Indicator | Value | | :--- | :--- | | Registrant Name | LiveRamp Holdings, Inc. | | Commission File Number | 1-38669 | | Trading Symbol | RAMP | | Exchange | New York Stock Exchange | | Filer Status | Large accelerated filer | | Common Stock Outstanding (Nov 1, 2019) | 67,695,513 shares | [Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) Presents unaudited condensed consolidated financial statements and management's discussion and analysis for LiveRamp Holdings, Inc [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents LiveRamp's unaudited condensed consolidated financial statements and notes for the quarter ended September 30, 2019 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position, including assets, liabilities, and equity, as of September 30, 2019 | Metric | September 30, 2019 (Unaudited) | March 31, 2019 | | :--- | :--- | :--- | | Cash and cash equivalents | $777,443 thousand | $1,061,473 thousand | | Total current assets | $947,139 thousand | $1,192,076 thousand | | Total assets | $1,363,230 thousand | $1,472,911 thousand | | Total current liabilities | $123,423 thousand | $95,118 thousand | | Total equity | $1,186,358 thousand | $1,330,832 thousand | - Cash and cash equivalents decreased by **$284,030 thousand** from March 31, 2019, to September 30, 2019[11](index=11&type=chunk) - Total assets decreased by **$109,681 thousand**, while total current liabilities increased by **$28,305 thousand**[11](index=11&type=chunk) [Condensed Consolidated Statements of Operations (Three Months)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20three%20months%20ended%20September%2030%2C%202019%20and%202018) Details revenues, costs, and net earnings (loss) for the three months ended September 30, 2019, and 2018 | Metric (in thousands) | Sep 30, 2019 | Sep 30, 2018 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $90,143 | $64,812 | 39.1% | | Cost of revenue | $41,460 | $24,466 | 69.5% | | Gross profit | $48,683 | $40,346 | 20.7% | | Loss from operations | $(50,273) | $(38,199) | 31.6% | | Net earnings (loss) | $(40,202) | $20,623 | -295.0% | | Basic EPS (Continuing Operations) | $(0.59) | $(0.53) | -11.3% | | Basic EPS (Net) | $(0.59) | $0.27 | -318.5% | - Net earnings shifted from a profit of **$20.6 million** in Q3 2018 to a loss of **$40.2 million** in Q3 2019, primarily due to the absence of earnings from discontinued operations in 2019[13](index=13&type=chunk) [Condensed Consolidated Statements of Operations (Six Months)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20six%20months%20ended%20September%2030%2C%202019%20and%202018) Details revenues, costs, and net earnings (loss) for the six months ended September 30, 2019, and 2018 | Metric (in thousands) | Sep 30, 2019 | Sep 30, 2018 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $172,654 | $127,283 | 35.6% | | Cost of revenue | $77,886 | $48,120 | 61.9% | | Gross profit | $94,768 | $79,163 | 19.7% | | Loss from operations | $(98,648) | $(67,801) | 45.5% | | Net earnings (loss) | $(82,342) | $17,608 | -567.6% | | Basic EPS (Continuing Operations) | $(1.21) | $(0.89) | -35.9% | | Basic EPS (Net) | $(1.21) | $0.23 | -626.1% | - For the six months, net earnings also swung from a profit of **$17.6 million** in 2018 to a loss of **$82.3 million** in 2019, largely due to the discontinued operations in the prior year[16](index=16&type=chunk) [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) Presents net earnings (loss) and comprehensive income (loss) for the periods ended September 30, 2019 | Metric (in thousands) | 3 Months Ended Sep 30, 2019 | 3 Months Ended Sep 30, 2018 | 6 Months Ended Sep 30, 2019 | 6 Months Ended Sep 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Net earnings (loss) | $(40,202) | $20,623 | $(82,342) | $17,608 | | Change in foreign currency translation adjustment | $(715) | $1,293 | $(1,182) | $(575) | | Comprehensive income (loss) | $(40,917) | $21,916 | $(83,524) | $17,033 | - Comprehensive income (loss) for the three and six months ended September 30, 2019, was a loss of **$40.9 million** and **$83.5 million**, respectively, compared to income in the prior year periods, primarily reflecting the net loss from continuing operations[18](index=18&type=chunk) [Condensed Consolidated Statements of Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) Outlines changes in stockholders' equity, including net earnings (loss) and treasury stock, for the period | Metric (in thousands) | March 31, 2019 | September 30, 2019 | | :--- | :--- | :--- | | Total Equity | $1,330,832 | $1,186,358 | | Treasury Stock, at cost | $(1,767,574) | $(1,881,954) | | Retained Earnings | $1,669,605 | $1,587,263 | - Total equity decreased by **$144.5 million** from March 31, 2019, to September 30, 2019, primarily due to net losses and treasury stock acquisitions[21](index=21&type=chunk) - The company acquired **$114.4 million** in treasury stock during the six months ended September 30, 2019[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash flows from operating, investing, and financing activities for the period | Cash Flow Activity (in thousands) | 6 Months Ended Sep 30, 2019 | 6 Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | Net cash used in operating activities | $(44,159) | $(29,410) | | Net cash used in investing activities | $(112,377) | $(5,857) | | Net cash used in financing activities | $(112,288) | $(55,862) | | Net cash provided by discontinued operations | $0 | $39,642 | | Net change in cash, cash equivalents and restricted cash | $(269,215) | $(52,971) | | Cash, cash equivalents and restricted cash at end of period | $792,258 | $87,047 | - Net cash used in operating activities increased to **$44.2 million** in 2019 from **$29.4 million** in 2018[26](index=26&type=chunk) - Investing activities saw a significant increase in cash usage to **$112.4 million**, primarily due to acquisitions

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 June 30, 2019 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 1-38669 LiveRamp Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdict ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 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 1-38669 LIVERAMP HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 83-1269307 (State or Othe ...

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 1-38669 LiveRamp Holdings, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other J ...