Bond Oraclum 3.9% ( US68389XBE40 ) in USD

Oraclum

91.1681 % ▲

United States

US68389XBE40 ( in USD )

3.9% per year ( payment 2 times a year)

15/05/2035

Prospectus brochure of the bond Oracle US68389XBE40 en USD 3.9%, maturity 15/05/2035

2 000 USD

1 250 000 000 USD

68389XBE4

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/11/2025 ( In 6 days )

Oracle Corporation is a multinational computer technology corporation specializing in developing and marketing database software and technology, cloud engineered systems, and enterprise software products?particularly its flagship Oracle Database.

The Bond issued by Oraclum ( United States ) , in USD, with the ISIN code US68389XBE40, pays a coupon of 3.9% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/05/2035

The Bond issued by Oraclum ( United States ) , in USD, with the ISIN code US68389XBE40, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Oraclum ( United States ) , in USD, with the ISIN code US68389XBE40, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d915734d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-187919
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
2.500% Notes due 2022

$ 2,500,000,000

$ 290,500
2.950% Notes due 2025

$ 2,500,000,000

$ 290,500
3.250% Notes due 2030

$ 500,000,000

$ 58,100
3.900% Notes due 2035

$ 1,250,000,000

$ 145,250
4.125% Notes due 2045

$ 2,000,000,000

$ 232,400
4.375% Notes due 2055

$ 1,250,000,000

$ 145,250
Total

$10,000,000,000

$1,162,000

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

Prospectus Supplement
(To Prospectus dated April 15, 2013)

$10,000,000,000
Oracle Corporation
$2,500,000,000 2.500% Notes due 2022
$2,500,000,000 2.950% Notes due 2025
$ 500,000,000 3.250% Notes due 2030
$1,250,000,000 3.900% Notes due 2035
$2,000,000,000 4.125% Notes due 2045
$1,250,000,000 4.375% Notes due 2055

Oracle Corporation is offering $2,500,000,000 aggregate principal amount of 2.500% notes due 2022 (the "2022 Notes"), $2,500,000,000 aggregate principal amount
of 2.950% notes due 2025 (the "2025 Notes"), $500,000,000 aggregate principal amount of 3.250% notes due 2030 (the "2030 Notes"), $1,250,000,000 aggregate principal
amount of 3.900% notes due 2035 (the "2035 Notes"), $2,000,000,000 aggregate principal amount of 4.125% notes due 2045 (the "2045 Notes") and
$1,250,000,000 aggregate principal amount of 4.375% notes due 2055 (the "2055 Notes" and, together with the 2022 Notes, the 2025 Notes, the 2030 Notes, the 2035
Notes and the 2045 Notes, the "Notes").
The 2022 Notes will bear interest at the rate of 2.500% per year, the 2025 Notes will bear interest at the rate of 2.950% per year, the 2030 Notes will bear interest at
the rate of 3.250% per year, the 2035 Notes will bear interest at the rate of 3.900% per year, the 2045 Notes will bear interest at the rate of 4.125% per year and the 2055
Notes will bear interest at the rate of 4.375% per year. Interest on the Notes will be payable semi-annually on May 15 and November 15, commencing November 15,
2015.
The 2022 Notes will mature on May 15, 2022, the 2025 Notes will mature on May 15, 2025, the 2030 Notes will mature on May 15, 2030, the 2035 Notes will
mature on May 15, 2035, the 2045 Notes will mature on May 15, 2045 and the 2055 Notes will mature on May 15, 2055.
We may redeem some or all of the Notes at any time, each at the applicable redemption prices indicated under the heading "Description of the Notes--Optional
Redemption" beginning on page S-15 of this prospectus supplement.
The Notes will rank equally with all of our other existing and future unsecured and unsubordinated indebtedness from time to time outstanding.

http://www.sec.gov/Archives/edgar/data/1341439/000119312515156374/d915734d424b2.htm[4/29/2015 4:15:28 PM]

424B2

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus supplement and see Part I, Item 1A. "Risk
Factors" of our Annual Report on Form 10-K for the fiscal year ended May 31, 2014, which is incorporated by reference herein, for a discussion of
certain risks that should be considered in connection with an investment in the Notes.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Public offering
Underwriting
Proceeds, before

price(1)

discount

expenses, to us
2022 Notes

99.648%

0.300%

99.348%
Total

$ 2,491,200,000
$
7,500,000
$ 2,483,700,000
2025 Notes

99.543%

0.400%

99.143%
Total

$ 2,488,575,000
$ 10,000,000
$ 2,478,575,000
2030 Notes

99.375%

0.550%

98.825%
Total

$
496,875,000
$
2,750,000
$
494,125,000
2035 Notes

99.325%

0.700%

98.625%
Total

$ 1,241,562,500
$
8,750,000
$ 1,232,812,500
2045 Notes

99.589%

0.750%

98.839%
Total

$ 1,991,780,000
$ 15,000,000
$ 1,976,780,000
2055 Notes

99.549%

0.750%

98.799%
Total

$ 1,244,362,500
$
9,375,000
$ 1,234,987,500
Total

$ 9,954,355,000
$ 53,375,000
$ 9,900,980,000

(1) Plus accrued interest, if any, from May 5, 2015, if settlement occurs after that date.
The Notes will be issued in book-entry form only, in denominations of $2,000 and multiples of $1,000 thereafter. The Notes are new issues of securities with no
established trading markets. We do not intend to apply for listing of the Notes on any securities exchange.

The underwriters expect to deliver the Notes to purchasers through the book-entry delivery system of The Depository Trust Company and its participants, including
Euroclear Bank S.A./N.V. and Clearstream Banking, S.A. on or about May 5, 2015, which is the fifth business day following the date of this prospectus supplement.

Joint Book-Running Managers

J.P. Morgan
BofA Merrill Lynch

Wells Fargo Securities

Senior Co-Managers

BNP PARIBAS

HSBC

Co-Managers

Credit Suisse

Deutsche Bank Securities

Mizuho Securities
Morgan Stanley

RBC Capital Markets

MUFG
Santander

Standard Chartered Bank

SunTrust Robinson Humphrey
April 28, 2015
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus prepared by or on
behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer of these
securities in any jurisdiction where the offer or sale of such securities is not permitted. You should assume that the information contained
in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein is accurate
only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
We expect to deliver the Notes against payment for the Notes on or about the date specified in the last paragraph of the cover page of
this prospectus supplement, which will be the fifth business day following the date of the pricing of the Notes ("T+5"). Under Rule 15c6-1
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market generally are required to settle
in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the
date of pricing or the next succeeding business day will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify
alternative settlement arrangements to prevent a failed settlement.

http://www.sec.gov/Archives/edgar/data/1341439/000119312515156374/d915734d424b2.htm[4/29/2015 4:15:28 PM]

424B2
TABLE OF CONTENTS

Page
Prospectus Supplement

Cautionary Note on Forward-Looking Statements

ii
About This Prospectus Supplement

iv
Summary
S-1
Risk Factors
S-8
Use of Proceeds
S-11
Capitalization
S-12
Description of the Notes
S-13
Material U.S. Federal Income Tax Consequences
S-19
Underwriting
S-22
Validity of Securities
S-26
Experts
S-26
Where You Can Find More Information
S-26
Prospectus

Oracle Corporation

2
Where You Can Find More Information

3
Cautionary Note on Forward-Looking Statements

4
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

6
Description of Capital Stock

7
Description of Debt Securities

9
Description of Warrants

19
Description of Purchase Contracts

19
Description of Units

19
Forms of Securities

20
Plan of Distribution

22
Validity of Securities

24
Experts

24

i
Table of Contents
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and documents that are incorporated by reference in this prospectus supplement
contain statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or otherwise
contain forward-looking statements within the meaning of Section 21 of the Exchange Act and the Private Securities Litigation Reform Act of
1995. These include, among other things, statements regarding:

·
our expectation to continue to acquire companies, products, services and technologies;

·
our beliefs regarding our investments and innovations helping us achieve our long-term strategic plans;

·
our expectation that our software and cloud business' total revenues generally will continue to increase;

·
our belief that software license updates and product support revenues and margins will grow;

·
our expectation that our hardware business will have lower operating margins as a percentage of revenues than our software and cloud
business;

·
our international operations providing a significant portion of our total revenues and expenses;

·
our expectation to continue to make significant investments in research and development and related product opportunities, including those
http://www.sec.gov/Archives/edgar/data/1341439/000119312515156374/d915734d424b2.htm[4/29/2015 4:15:28 PM]

424B2
related to hardware products and services, and our belief that research and development efforts are essential to maintaining our competitive
position;

·
the sufficiency of our sources of funding for acquisitions, dividends, stock repurchases and other matters;

·
our belief that we have adequately provided for any reasonably foreseeable outcomes related to our tax audits and that any tax settlement will
not have a material adverse effect on our consolidated financial position or results of operations;

·
our belief that the outcome of certain legal proceedings and claims to which we are a party will not, individually or in the aggregate, result in
losses that are materially in excess of amounts already recognized, if any;

·
our expectations regarding the timing and amount of expenses relating to the Fiscal 2015 Oracle Restructuring Plan and the improved
efficiencies in our operations that such plan will have;

·
the timing and amount of our stock repurchases;

·
our expectation that to the extent customers renew support contracts or cloud software-as-a-service and platform-as-a-service contracts, we
will recognize revenues for the full contracts' values over the respective renewal periods;

·
our ability to predict quarterly hardware systems revenues;

·
the timing of customer orders and delays in our ability to manufacture or deliver a few large transactions substantially affecting the amount of
hardware systems products revenues, expenses and operating margins that we will report;
as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements
may be preceded by, followed by or include the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will,"
"should", "is designed to" and similar expressions. We claim the protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995 for all forward-looking statements. We have based these forward-looking statements on our
current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties, and assumptions
about our business that could affect our future results and could cause those results or other outcomes to differ materially from those expressed or
implied in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed
in this prospectus supplement under the caption "Risk Factors" and in the section entitled "Risk Factors" in our Annual Report on Form 10-K for
the fiscal year ended May 31, 2014 (incorporated

ii
Table of Contents
by reference herein) and as may be updated in filings we make from time to time with the U.S. Securities and Exchange Commission (the "SEC"),
including the Quarterly Reports on Form 10-Q filed by us in our fiscal year 2015, which runs from June 1, 2014 to May 31, 2015.
We have no obligation to publicly update or revise any forward-looking statements set forth in this prospectus supplement, the accompanying
prospectus or the documents incorporated herein by reference, whether as a result of new information, future events or risks, except to the extent
required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make
additional updates with respect to those or other forward-looking statements. New information, future events or risks could cause the forward-
looking events we discuss in this prospectus supplement, the accompanying prospectus or the documents incorporated herein by reference not to
occur. You should not place undue reliance on these forward-looking statements, which reflect our expectations only as of the date of this
prospectus supplement or the accompanying prospectus or as of the date of the documents incorporated by reference herein or therein, as applicable.

iii
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. This
prospectus supplement also incorporates by reference the information described under "Where You Can Find More Information." The second part
is the accompanying prospectus dated April 15, 2013. The accompanying prospectus contains a description of our debt securities and gives more
general information, some of which may not apply to this offering.
http://www.sec.gov/Archives/edgar/data/1341439/000119312515156374/d915734d424b2.htm[4/29/2015 4:15:28 PM]

424B2
If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement.
Unless otherwise indicated or unless the context requires otherwise, references in this prospectus supplement to "Oracle," "we," "us"
and "our" or similar terms are to Oracle Corporation and its consolidated subsidiaries.

iv
Table of Contents
SUMMARY
The following summary highlights information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus. It may not contain all of the information that you should consider before investing in the Notes. You should
carefully read this entire prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference herein
that are described under "Where You Can Find More Information."
Oracle Corporation
We are the world's largest provider of enterprise software and a leading provider of computer hardware products and services that are
engineered to work together in the cloud and in the data center. Our offerings include Oracle database and middleware software, application
software, cloud infrastructure, hardware systems--including computer server, storage, networking and point-of-sale products--and related
services. We develop and maintain our products and services to be enterprise-grade, reliable, secure and interoperable while offering
customers a choice in deployment models that best meet their information technology (IT) needs. Our customers can subscribe to use many
Oracle software and hardware products through our Oracle Cloud offerings, or purchase our software and hardware products and related
services to build their own internal clouds or on-premises IT environments.
Cloud computing IT environments, including those offered through our Oracle Cloud Software-as-a-Service (SaaS), Platform-as-a-
Service (PaaS) and Infrastructure-as-a-Service (IaaS) offerings, are designed to be attractive and cost-effective options for our customers as
we integrate the software and hardware on the customers' behalf in IT environments that we deploy, support and manage on the customers'
behalf. We are a leader in the core technologies of cloud computing, including database and middleware software as well as web-based
applications, virtualization, clustering, large-scale systems management and related infrastructure. Our products and services are the building
blocks of our own cloud services, our partners' cloud services and our customers' cloud IT environments. An important element of our
corporate strategy is to deliver reliable, secure and scalable products and services that are built upon industry standards and are engineered to
work both together or independently, regardless of the deployment model selected.
We believe that our investments in, and continued innovation with respect to, our software and cloud, hardware, and services businesses
are the foundation of our long-term strategic plans. During the nine months ended February 28, 2015 and 2014, we invested $4.1 billion and
$3.8 billion, respectively, in research and development. We have expanded our enterprise-grade cloud computing offerings through our
continued investments in research and development and through targeted acquisitions in order to broaden our Oracle Cloud offerings. For
example, our Oracle Cloud Software-as-a-Service offerings, including our sales, marketing, customer service, financials, project management,
human capital and talent management cloud solutions, among others, enable us to provide IT functionality that customers can use to manage
critical business functions in a rapidly deployable delivery model with lower upfront customer investment. Certain of our enterprise-grade
cloud computing offerings include infrastructure based upon our Oracle Engineered Systems, including our Oracle Exadata Database Machine,
Oracle Exalogic Elastic Cloud and Oracle SuperCluster products, among others. We designed our Oracle Engineered Systems to combine
certain of our hardware and software offerings to increase computing performance relative to our competitors' products, creating cost
efficiencies, time savings and operational cost advantages for our customers. Our Oracle Engineered Systems provide the core infrastructure
for our own on-premise IT data centers and those of our customers, and for cloud IT environments, including our own Oracle Cloud services,
our partners' cloud services and our customers' cloud environments. We also continue to demonstrate our commitment to customer choice
through ongoing enhancements to our Oracle E-Business Suite, Siebel, PeopleSoft and JD Edwards application software products and
services, among others.

S-1
Table of Contents
http://www.sec.gov/Archives/edgar/data/1341439/000119312515156374/d915734d424b2.htm[4/29/2015 4:15:28 PM]

424B2
We believe that an active acquisition program is another important element of our corporate strategy as it enhances the products and
services that we can offer to customers, expands our customer base, provides greater scale to accelerate innovation, grows our revenues and
earnings and increases stockholder value. In recent years, we have invested billions of dollars to acquire a number of companies, products,
services and technologies that add to, are complementary to, or have otherwise enhanced our existing offerings. We expect to continue to
acquire companies, products, services and technologies to further our corporate strategy.
We are organized into three businesses--software and cloud, hardware systems and services--which are further divided into certain
operating segments. Our software and cloud business is comprised of three operating segments: (1) new software licenses and cloud software
subscriptions, which includes our SaaS and PaaS offerings, (2) cloud IaaS and (3) software license updates and product support. Our hardware
systems business is comprised of two operating segments: (1) hardware systems products and (2) hardware systems support. Our services
business is comprised of the remainder of our operating segments and offers consulting services, enhanced support services and education
services. Our software and cloud, hardware systems and services represented 76%, 14% and 10% of our total revenues, respectively, during
the nine months ended February 28, 2015; and 75%, 15% and 10% of our total revenues, respectively, during the nine months ended February
28, 2014.
Oracle Corporation was incorporated in 2005 as a Delaware corporation and is the successor to operations originally begun in June 1977.

Our principal executive offices are located at 500 Oracle Parkway, Redwood City, California 94065, and our telephone number is
(650) 506-7000. We maintain a website at www.oracle.com where general information about us is available. We are not incorporating the
contents of, or the information accessible through, the website into this prospectus supplement or the accompanying prospectus.

S-2
Table of Contents
The Offering
The summary below describes the principal terms of the Notes. Certain of the terms and conditions described below are subject to
important limitations and exceptions. The "Description of the Notes" section of this prospectus supplement and the "Description of Debt
Securities" section of the accompanying prospectus contain a more detailed description of the terms and conditions of the Notes.

Issuer
Oracle Corporation

Securities Offered
$2,500,000,000 principal amount of 2.500% Notes due 2022

$2,500,000,000 principal amount of 2.950% Notes due 2025

$500,000,000 principal amount of 3.250% Notes due 2030

$1,250,000,000 principal amount of 3.900% Notes due 2035

$2,000,000,000 principal amount of 4.125% Notes due 2045

$1,250,000,000 principal amount of 4.375% Notes due 2055

Maturity Dates
May 15, 2022 for the 2022 Notes

May 15, 2025 for the 2025 Notes

May 15, 2030 for the 2030 Notes

May 15, 2035 for the 2035 Notes
http://www.sec.gov/Archives/edgar/data/1341439/000119312515156374/d915734d424b2.htm[4/29/2015 4:15:28 PM]

424B2

May 15, 2045 for the 2045 Notes

May 15, 2055 for the 2055 Notes

Original Issue Date
May 5, 2015

Interest Rates
2.500% per year for the 2022 Notes

2.950% per year for the 2025 Notes

3.250% per year for the 2030 Notes

3.900% per year for the 2035 Notes

4.125% per year for the 2045 Notes

4.375% per year for the 2055 Notes

Interest Payment Dates
Each May 15 and November 15 beginning on November 15, 2015, and on the maturity
date for the Notes.

Ranking
The Notes will be the unsecured senior obligations of Oracle Corporation and will rank
equally with all of its existing and future unsecured senior and unsubordinated
indebtedness from time to time outstanding. All existing and future liabilities of
subsidiaries of Oracle Corporation will be effectively senior to the Notes.

S-3
Table of Contents
As of February 28, 2015, we had approximately $50.3 billion of total liabilities on a
consolidated basis, including $32.3 billion of senior notes outstanding. Of this amount,

subsidiaries of Oracle Corporation had approximately $17.6 billion of liabilities
(including trade payables) to which the Notes will be effectively subordinated.

Form and Denomination
The Notes of each series will be issued in the form of one or more fully registered
global securities, without coupons, in denominations of $2,000 in principal amount and
multiples of $1,000 in excess thereof. These global notes will be deposited with the
trustee as custodian for, and registered in the name of, a nominee of The Depository
Trust Company, or DTC. Except in the limited circumstances described under
"Description of the Notes--Book-Entry; Delivery and Form; Global Note," Notes in
certificated form will not be issued or exchanged for interests in global securities.

Governing Law
New York

Use of Proceeds
The net proceeds of this offering will be used for general corporate purposes, which
may include stock repurchases, payment of cash dividends on our common stock and
future acquisitions. See "Use of Proceeds" in this prospectus supplement.

Further Issuances
Oracle Corporation may create and issue further notes of a series ranking equally and
ratably with the applicable series of Notes offered by this prospectus supplement in all
respects, so that such further notes of each series will be consolidated and form a single
series with the applicable series of Notes offered by this prospectus supplement.

http://www.sec.gov/Archives/edgar/data/1341439/000119312515156374/d915734d424b2.htm[4/29/2015 4:15:28 PM]

424B2
Sinking Fund
None

Optional Redemption
Oracle Corporation may redeem some or all of the Notes at any time at the applicable
redemption prices indicated under the heading "Description of the Notes--Optional
Redemption."

Trading
The Notes are new issues of securities with no established trading markets. We do not
intend to apply for listing of the Notes on any securities exchange. The underwriters
have advised us that they intend to make a market in each series of the Notes, but they
are not obligated to do so and may discontinue market-making at any time without
notice. See "Underwriting" in this prospectus supplement for more information about
possible market-making by the underwriters.

Trustee
The Bank of New York Mellon Trust Company, N.A. is the trustee.

Risk Factors
You should carefully consider all of the information in this prospectus supplement and
the accompanying prospectus and the documents incorporated by reference herein. In
particular, you should evaluate the information set forth under "Cautionary Note on
Forward-Looking Statements" and "Risk Factors" in this prospectus supplement and in
our Annual Report on Form 10-K for the fiscal year ended May 31, 2014, which is
incorporated by reference into this prospectus supplement and the accompanying
prospectus, before deciding whether to invest in the Notes.

S-4
Table of Contents
Summary Consolidated Financial Data
Our summary consolidated financial information presented below as of and for the three years ended May 31, 2014 has been derived
from our audited consolidated financial statements. Our summary consolidated financial information as of and for the nine months ended
February 28, 2015 and February 28, 2014 has been derived from our unaudited condensed consolidated financial statements and includes all
adjustments (consisting of normal recurring items) which are, in our opinion, necessary for a fair presentation of our financial position as of
such dates and results of operations for such periods. The results of operations for the nine months ended February 28, 2015 are not necessarily
indicative of the results that may be expected for our full fiscal year ending May 31, 2015.
Our summary consolidated financial information set forth below should be read in conjunction with our consolidated financial
statements, including the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations," both
of which can be found in our Annual Report on Form 10-K for the year ended May 31, 2014, and our Quarterly Reports on Form 10-Q for the
quarterly periods ended August 31, 2014, November 30, 2014 and February 28, 2015, all of which are incorporated by reference herein.

Nine Months Ended

February 28,

Year Ended May 31,

(in millions, except per share data)

2015
2014
2014

2013

2012
Consolidated Statements of Operations Data:

Revenues:

New software licenses

$ 5,397
$ 5,647
$
9,416
$
9,411
$ 9,451
Cloud software-as-a-service and platform-as-a-service

1,069

800

1,121

910

455
Cloud infrastructure-as-a-service

448

327

456

457

444
Software license updates and product support

14,161
13,511
18,206
17,142
16,210

Software and cloud revenues
21,075
20,285
29,199
27,920
26,560
Hardware systems products
2,007
2,108

2,976

3,033
3,827
Hardware systems support
1,791
1,800

2,396

2,313
2,475

Hardware systems revenues
3,798
3,908

5,372

5,346
6,302
Services revenues
2,647
2,762

3,704

3,914
4,259

Total revenues
27,520
26,955
38,275
37,180
37,121

Operating expenses:
http://www.sec.gov/Archives/edgar/data/1341439/000119312515156374/d915734d424b2.htm[4/29/2015 4:15:28 PM]

424B2
Sales and marketing(1)
5,443
5,326

7,567

7,062
6,990
Cloud software-as-a-service and platform-as-a-service(1)

517

318

455

327

209
Cloud infrastructure-as-a-service(1)

254

224

308

304

289
Software license updates and product support(1)

867

860

1,162

1,175
1,226
Hardware systems products(1)
1,034
1,078

1,521

1,501
1,843
Hardware systems support(1)

628

630

836

890
1,046
Services(1)
2,179
2,194

2,954

3,182
3,382
Research and development
4,088
3,803

5,151

4,850
4,523
General and administrative

799

773

1,038

1,072
1,126
Amortization of intangible assets
1,642
1,732

2,300

2,385
2,430
Acquisition related and other

12

21

41

(604)

56
Restructuring

168

146

183

352

295

Total operating expenses
17,631
17,105
23,516
22,496
23,415

Operating income
9,889
9,850
14,759
14,684
13,706
Interest expense

(817)

(674)

(914)

(797)

(766)
Non-operating income (expense), net

65

(60)

(141)

11

22

Income before provision for income taxes
9,137
9,116
13,704
13,898
12,962
Provision for income taxes
1,956
1,807

2,749

2,973
2,981

Net income
$ 7,181
$ 7,309
$ 10,955
$ 10,925
$ 9,981

Earnings per share:
Basic
$
1.63
$
1.61
$
2.42
$
2.29
$
1.99

Diluted
$
1.59
$
1.58
$
2.38
$
2.26
$
1.96

S-5
Table of Contents

(1) Exclusive of amortization of intangible assets, which is shown separately.

As of

February 28,
May 31,

(in millions)

2015

2014

2013

2012

Consolidated Balance Sheets Data:

Cash, cash equivalents and marketable securities
$ 43,777 $ 38,819 $ 32,216 $ 30,676
Working capital
$
37,502 $
33,749 $
28,820 $
24,635
Total assets
$
98,816 $
90,344 $
81,812 $
78,327
Notes payable and other borrowings
$
32,257 $
24,175 $
18,494 $
16,474
Total Oracle Corporation stockholders' equity
$
48,095 $
46,878 $
44,648 $
43,688

S-6
Table of Contents
Ratio of Earnings to Fixed Charges
The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated.

Nine Months Ended

February 28,

Year Ended May 31,

2015
2014 2014 2013 2012 2011 2010
Ratio of earnings to fixed charges

12x
14x 15x 17x 17x 14x 11x
For purposes of calculating this ratio, the term "earnings" means the amounts resulting from the following: (a) our income before
provision for income taxes, plus (b) the noncontrolling interests in the net income of our majority owned subsidiaries, plus (c) our fixed
http://www.sec.gov/Archives/edgar/data/1341439/000119312515156374/d915734d424b2.htm[4/29/2015 4:15:28 PM]

424B2
charges. The term "fixed charges" means the amounts resulting from the following: (a) our interest expense, plus (b) our estimate of the
interest component of rent expense.

S-7
Table of Contents
RISK FACTORS
In considering whether to purchase the Notes, you should carefully consider all the information we have included or incorporated by
reference in this prospectus supplement and the accompanying prospectus. In particular, you should carefully consider the risk factors described
below, which are not exhaustive.
Risks Related to the Offering
Active trading markets for the Notes may not develop.
The Notes are new issues of securities with no established trading markets. We do not intend to apply for listing of the Notes on any
securities exchange. The underwriters for this offering have advised us that they intend to make a market in each series of the Notes, but they are
not obligated to do so and may discontinue market-making at any time without notice. In addition, the liquidity of any trading markets in the
Notes, and the market prices quoted for the Notes, may be adversely affected by changes in the overall markets for these Notes, prevailing interest
rates and changes in our consolidated financial condition, results of operations or prospects. Liquid trading markets in the Notes may not develop,
which could decrease the amounts you would otherwise receive upon a sale or disposition of the Notes.
The Notes are the unsecured obligations of Oracle Corporation and not obligations of its subsidiaries and will be effectively subordinated
to the claims of its subsidiaries' creditors. Structural subordination increases the risk that Oracle Corporation will be unable to meet its
obligations on the Notes when they mature.
The Notes are exclusively the obligations of Oracle Corporation and are not obligations of its subsidiaries. Oracle Corporation is a holding
company and substantially all of its operations are conducted through its subsidiaries. As a result, Oracle Corporation's cash flow and ability to
service its debt, including the Notes, depend upon the earnings of its subsidiaries and the distribution to it of earnings, loans or other payments by
its subsidiaries.
Oracle Corporation's subsidiaries are separate and distinct legal entities. Its subsidiaries will not guarantee the Notes and are under no
obligation to pay any amounts due on the Notes or to provide Oracle Corporation with funds for its payment obligations, whether by dividends,
distributions, loans or other payments. Payments to Oracle Corporation by its subsidiaries will also be contingent upon such subsidiaries' earnings
and business considerations and may be subject to legal and contractual restrictions. As of February 28, 2015, Oracle had approximately $50.3
billion of total liabilities on a consolidated basis, including $32.3 billion of senior notes outstanding. Of this amount, subsidiaries of Oracle
Corporation had approximately $17.6 billion of liabilities (including trade payables) to which the Notes will be effectively subordinated.
Oracle Corporation's right to receive any assets of any of its subsidiaries upon their liquidation or reorganization, and therefore the right of
the holders of the Notes to participate in those assets, will be effectively subordinated to the claims of that subsidiary's creditors, including senior
and subordinated debt holders and bank and trade creditors. In addition, even if Oracle Corporation were a creditor of any of its subsidiaries, its
rights as a creditor would be subordinate to any security interest in the assets of its subsidiaries and any indebtedness of its subsidiaries senior to
that held by Oracle Corporation.
In addition, the Notes will not be secured by any of the assets of Oracle Corporation or any assets of its subsidiaries. Accordingly, the Notes
will be subordinated to the extent Oracle Corporation or its subsidiaries have secured borrowings. There are no restrictions in the indenture
governing the Notes that restrict its subsidiaries from granting security interests or liens on any or all of their assets.
The negative covenants in the indenture governing the Notes may have a limited effect.
The indenture governing the Notes contains negative covenants. The limitation on liens and sale/leaseback covenants apply to Oracle
Corporation, but not to its subsidiaries. As a result, such subsidiaries will not be

S-8
http://www.sec.gov/Archives/edgar/data/1341439/000119312515156374/d915734d424b2.htm[4/29/2015 4:15:28 PM]

Document Outline

#1">
- #1">