LiveRamp : 2024 Annual Report

2024 Annual Report

LiveRamp Shareholders -

Fiscal 2024 marked a return to double-digit revenue growth, a significant improvement in profitability and cash flow and continued investment to support future growth, not the least of which was the acquisition of Habu. All told, we made meaningful progress towards our objective of being a "Rule of 40" company.

FY24 by the numbers. Total revenue grew by 11% year-on-year, led by 28% growth in Marketplace & Other and 6% growth in Subscription. Quarterly revenue growth progressively accelerated over the course of the year, with a high-water mark of 16% in the fourth quarter. Our $1 million plus subscription customer count reached an all-time high and increased by 21% year-on-year. Beyond the top line, our operating margin improved by twenty-three percentage points and operating income was positive for the first time in our history. Operating cash flow also reached a record high, surpassing $100 million. Finally, we extended our longstanding track record of returning cash to shareholders with the repurchase of $61 million in shares.

Priorities for FY25 and beyond. While I am pleased with last year's performance, I believe there is still room for improvement. We believe the LiveRamp Data Collaboration Platform is well-positioned to capitalize on the growing need for secure, first-party data collaboration to sustain addressable digital advertising. Our platform provides best in class identity and connectivity capabilities and there are multiple industry megatrends working in our favor - including the ongoing shift to cloud computing, the proliferation of artificial intelligence tools for marketing, growth in new Walled Gardens in CTV and Commerce Media, and, of course, the rise of authenticated addressability over third-party signals that are being retired.

More tactically, we have four overarching corporate priorities for FY25:

• First, enhance our products and customer experience to improve customer retention while positioning us for greater upsell success;
• Second, extend our leadership position in data collaboration, capitalizing on the enhanced clean room technology from the Habu acquisition;
• Third, scale our partner and connectivity ecosystem, including our leading Authenticated Traffic Solution (ATS) network; and
• Fourth, simplify LiveRamp for our customers and employees, in part, by leveraging artificial intelligence technology.

In summary, we finished FY24 with accelerating revenue growth, an improving margin profile and an enhanced data collaboration offering that helps advertisers transition to

authenticated addressability using first-party data. Looking ahead, in FY25 we expect to continue driving strong revenue growth and margin expansion, which will be driven, in part, by our ongoing workforce offshoring initiative. Finally, we expect another year of strong cash flow generation, providing the financial flexibility to support growth investments and share repurchases.

On behalf of the entire team at LiveRamp, I thank all of our shareholders for your ongoing support and partnership.

Warmest regards,

Scott Howe

Accelerated filer [ ]

Smaller reporting company ☐ Emerging growth company ☐

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, 2024

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			83-1269307
	(State or Other Jurisdiction of Incorporation or
	Organization)			(I.R.S. Employer Identification No.)
	225 Bush Street, Seventeenth Floor			94104
	San Francisco, CA
	(Address of Principal Executive Offices)			(Zip Code)
		[phone]
	(Registrant's Telephone Number, Including Area Code)
	Securities registered pursuant to Section 12(b) of the Act:
	Title of each class	Trading Symbol	Name of each exchange on which registered
	Common Stock, $.10 Par Value		RAMP	New York Stock Exchange
	Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
		Yes [X]	No [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
		Yes [ ]	No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange

Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X]	No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [X]No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [X] Non-accelerated filer [ ]

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No [☒]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [☒]

If securities are registered pursuant Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant's Common Stock, $.10 par value per share, as of the last business day of the registrant's most recently completed second fiscal quarter as reported on the New York Stock Exchange was approximately $1,293,050,600. (For purposes of determination of the above stated amount only, all directors, executive officers and 10% or more shareholders of the registrant are presumed to be affiliates.)

The number of shares of common stock, $0.10 par value per share, outstanding as of May 17, 2024 was 66,153,860.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2024 Annual Meeting of Stockholders ("2024 Proxy Statement") of LiveRamp Holdings, Inc. ("LiveRamp," the "Company," "we", "us", or "our") are incorporated by reference into Part III of this Form 10-K.

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TABLE OF CONTENTS

Documents Incorporated by Reference

Part I

Availability of SEC Filings and Corporate Governance Information; Cautionary Statements

Item 1.	Business
Item 1A.	Risk Factors
Item 1B.	Unresolved Staff Comments
Item 1C.	Cybersecurity
Item 2.	Properties
Item 3.	Legal Proceedings
Item 4.	Mine Safety Disclosures
	Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Item 6.	[Reserved]
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of
Operations
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk
Item 8.	Financial Statements and Supplementary Data
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Item 9A.	Controls and Procedures
Item 9B.	Other Information
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance
Item 11.	Executive Compensation
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Item 13.	Certain Relationships and Related Transactions, and Director Independence
Item 14.	Principal Accountant Fees and Services
	Part IV
Item 15.	Exhibits and Financial Statement Schedules
Item 16.	Form 10-K Summary
	Signatures
	Index to Financial Supplement to Annual Report

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PART I

AVAILABILITY OF SEC FILINGS AND CORPORATE GOVERNANCE INFORMATION

Our website address is www.liveramp.com, where copies of documents that we have filed with the Securities and Exchange Commission ("SEC") may be obtained free of charge as soon as reasonably practicable after being filed electronically. Included among those documents are our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Copies may also be obtained through the SEC's EDGAR site at the website address http://www.sec.gov, or by sending a written request for copies to LiveRamp Investor Relations, 225 Bush Street, Seventeenth Floor, San Francisco, California

94104. Copies of all our SEC filings were available on our website during the past fiscal year covered by this Annual Report on Form 10-K. In addition, at the "Corporate Governance" section included in the investor relations section of our website, we have posted copies of our Corporate Governance Principles, the charters for the Audit/Finance, Talent and Compensation, Executive, and Governance/Nominating Committees of the Board of Directors, the codes of ethics applicable to directors, financial personnel and all employees, and other information relating to the governance of the Company. Although referenced herein, information contained on or connected to our corporate website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this report or any other filing we make with the SEC.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K, including, without limitation, the items set forth beginning on page F-2in Management's Discussion and Analysis of Financial Condition and Results of Operations, contains and may incorporate by reference certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the "PSLRA"), and that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the PSLRA. These statements, which are not statements of historical fact, may contain estimates, assumptions, projections and/or expectations regarding the Company's financial position, results of operations, market position, product development, growth opportunities, economic conditions, and other similar forecasts and statements of expectation. Forward-looking statements are often identified by words or phrases such as "anticipate," "estimate," "plan," "expect," "believe," "intend," "foresee," or the negative of these terms or other similar variations thereof. These forward-looking statements are not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company's actual results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking statements.

Forward-looking statements may include but are not limited to the following:

• management's expectations about the macro economy and trends within the consumer or business information industries, including the use of data and consumer expectations related thereto;
• statements regarding our competitive position within our industry and our differentiation strategies;
• our expectations regarding laws, regulations and industry practices governing the collection and use of personal data;
• our expectations regarding the potential impact of public health crises, similar to the COVID-19 pandemic, on our business, operations, and the markets in which we and our partners and customers operate;
• our expectations regarding the impact of tax-related legislation on our tax position;
• our estimates, assumptions, projections and/or expectations regarding the Company's annualized future cost savings and expenses associated with our global workforce strategy and real estate footprint reduction;
• statements regarding our liquidity needs or containing a projection of revenues, operating income (loss), income (loss), earnings (loss) per share, capital expenditures, research and development spending, dividends, capital structure, or other financial items;

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• statements of the plans and objectives of management for future operations, including, but not limited to, those statements contained under the heading "Growth Strategy" in Part I, Item 1 of this Annual Report on Form 10-K;
• statements of future performance, including, but not limited to, those statements contained in Management's Discussion and Analysis of Financial Condition and Results of Operations contained in this Annual Report on Form 10-K;
• statements regarding future stock-based compensation expense;
• statements regarding the integration and expected benefits from the acquisition of Habu, Inc. ("Habu");
• statements containing any assumptions underlying or relating to any of the above statements; and
• statements containing a projection or estimate.

Among the factors that may cause actual results and expectations to differ from anticipated results and expectations expressed in such forward-looking statements are the following:

• the risk factors described in Part I, "Item 1A. Risk Factors" and elsewhere in this report and those described from time to time in our future reports filed with the SEC;
• the possibility that, in the event a change of control of the Company is sought, certain customers may attempt to invoke provisions in their contracts allowing for termination upon a change in control, which may result in a decline in revenue and profit;
• the possibility that we will fail to fully realize the potential benefits of acquired businesses (including Habu) or the integration of such acquired businesses may not be as successful as planned;
• the possibility that the fair value of certain of our assets may not be equal to the carrying value of those assets now or in future time periods;
• the possibility that sales cycles may lengthen;
• the possibility that we will not be able to properly motivate our sales force or other employees;
• the possibility that we may not be able to attract and retain qualified technical and leadership employees, or that we may lose key employees to other organizations;
• the possibility that our global workforce strategy could encounter difficulty and not be as beneficial as planned;
• the possibility that we may not be able to sublease our exited office spaces on favorable terms and rates;
• the possibility that competent, competitive products, technologies or services will be introduced into the marketplace by other companies;
• the possibility that we will fail to keep up with rapidly changing technology practices in our products and services or that expected benefits from utilization of technological innovations may not be realized as soon as expected or at all;
• the possibility that there will be changes in consumer or business information industries and markets that negatively impact the Company;
• the possibility that we will not be able to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms;
• the possibility that there will be continued changes in the judicial, legislative, regulatory, accounting, cultural and consumer environments affecting our business, including but not limited to litigation, investigations, legislation, regulations and customs at the state, federal and international levels impairing our and our customers' ability to collect, process, manage, aggregate, store and/or use data of the type necessary for our business;

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• the possibility that data suppliers might withdraw data from us, leading to our inability to provide certain products and services, in particular that there might be restrictive legislation in the U.S. and other countries that restrict the availability of data;
• the possibility that data purchasers will reduce their reliance on us by developing and using their own, or alternative, sources of data generally or with respect to certain data elements or categories;
• the possibility that we may enter into short-term contracts that would affect the predictability of our revenues;
• the possibility that the amount of volume-based and other transactional-based work will not be as expected;
• the possibility that we may experience a loss of data center capacity or capability or interruption of telecommunication links or power sources;
• the possibility that we may experience failures or breaches of our network and data security systems, leading to potential adverse publicity, negative customer reaction, or liability to third parties;
• the possibility that our customers may cancel or modify their agreements with us, or may not make timely or complete payments;
• the possibility that we will not successfully meet customer contract requirements or the service levels specified in the contracts, which may result in contract penalties or lost revenue;
• the possibility that we experience processing errors that result in credits to customers, re-performance of services or payment of damages to customers;
• the possibility that our performance may decline and we lose advertisers and revenue as the use of "third- party cookies" or other tracking technology continues to be pressured by Internet users, restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users' devices, or our customers' ability to use data on our platform is otherwise restricted;
• general and global negative conditions, risk of recession, high interest rates, the military conflicts in Europe and the Middle East, capital markets volatility, bank failures, government shutdowns, cost increases and general inflationary pressure and other related causes; and
• our tax rate and other effects of the changes to U.S. federal tax law.

With respect to the provision of products or services outside our primary base of operations in the United States, all of the above factors apply, along with the difficulty of doing business in numerous sovereign jurisdictions due to differences in scale, competition, culture, laws and regulations.

Other factors are detailed from time to time in periodic reports and registration statements filed with the SEC. The Company believes that it has the product and technology offerings, facilities, employees and competitive and financial resources for continued business success, but future revenues, costs, margins and profits are all influenced by a number of factors, including those discussed above, all of which are inherently difficult to forecast.

In light of these risks, uncertainties and assumptions, the Company cautions readers not to place undue reliance on any forward-looking statements. Forward-looking statements and such risks, uncertainties and assumptions speak only as of the date of this Annual Report on Form 10-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein, to reflect any change in our expectations with regard thereto, or any other change based on the occurrence of future events, the receipt of new information or otherwise, except to the extent otherwise required by law.

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