Obligation Oraclum 2.5% ( US68389XAP06 ) en USD

Oraclum

100 % ▲

Etas-Unis

US68389XAP06 ( en USD )

2.5% par an ( paiement semestriel )

15/10/2022 - Obligation échue

Prospectus brochure de l'obligation Oracle US68389XAP06 en USD 2.5%, échue

2 000 USD

2 500 000 000 USD

68389XAP0

NR

NR

Oracle Corporation est une entreprise multinationale de technologie informatique spécialisée dans les systèmes de gestion de bases de données, les logiciels d'infrastructure et les solutions cloud.

L'Obligation émise par Oraclum ( Etas-Unis ) , en USD, avec le code ISIN US68389XAP06, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2022

L'Obligation émise par Oraclum ( Etas-Unis ) , en USD, avec le code ISIN US68389XAP06, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Oraclum ( Etas-Unis ) , en USD, avec le code ISIN US68389XAP06, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Filed Pursuant to Rule 424(b)(2)
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424B2 1 d425262d424b2.htm FILED PURSUANT TO RULE 424(B)(2)
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-166643
CALCULATION OF REGISTRATION FEE

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

Offering Price
Registration Fee(1)
1.200% Notes due 2017
$ 2,500,000,000
$ 341,000
2.500% Notes due 2022
$ 2,500,000,000
$ 341,000
Total
$ 5,000,000,000
$ 682,000

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Prospectus Supplement
(To Prospectus dated May 7, 2010)

$2,500,000,000 1.200% Notes due 2017
$2,500,000,000 2.500% Notes due 2022

Oracle Corporation is offering $2,500,000,000 aggregate principal amount of 1.200% notes due 2017 (the "2017 Notes") and
$2,500,000,000 aggregate principal amount of 2.500% notes due 2022 (the "2022 Notes" and, together with the 2017 Notes, the
"Notes").
The 2017 Notes will bear interest at the rate of 1.200% per year and the 2022 Notes will bear interest at the rate of 2.500% per
year. Interest on the Notes will be payable semi-annually on April 15 and October 15, commencing April 15, 2013.
The 2017 Notes will mature on October 15, 2017 and the 2022 Notes will mature on October 15, 2022.
We may redeem some or all of the Notes at any time, each at the "make-whole premium" price indicated under the heading
"Description of the NotesOptional Redemption" beginning on page S-14 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.

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, 2012, 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(2)

expenses, to us

2017 Notes

99.827%

0.300%

99.527%
Total

$ 2,495,675,000
$ 7,500,000
$ 2,488,175,000
2022 Notes

99.878%

0.400%

99.478%
Total

$ 2,496,950,000
$ 10,000,000
$ 2,486,950,000
Total

$ 4,992,625,000
$ 17,500,000
$ 4,975,125,000
(1) Plus accrued interest, if any, from October 25, 2012, if settlement occurs after that date.
(2) Before reimbursement of expenses in connection with this offering, which the underwriters have agreed to make to Oracle
Corporation. See "Underwriting" beginning on page S-22.
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 market. 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 October 25, 2012,
which is the fifth business day following the date of this prospectus supplement. Purchasers of the Notes should note that trading of the
Notes may be affected by this settlement date.

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Joint Book-Running Managers

Senior Co-Managers
BNP PARIBAS BofA Merrill Lynch
Co-Managers
Mitsubishi UFJ Securities

Barclays

Credit Suisse
Deutsche Bank Securities

HSBC

Mizuho Securities
RBC Capital Markets

UBS Investment Bank

US Bancorp
October 18, 2012
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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.

TABLE OF CONTENTS

Prospectus Supplement

Page
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

Special Note on Forward-Looking Statements
4

Use of Proceeds
4

Ratio of Earnings to Fixed Charges
5

Description of Capital Stock
6

Description of Debt Securities
8

Description of Warrants
18
Description of Purchase Contracts
18
Description of Units
19
Forms of Securities
20
Plan of Distribution
22
Validity of Securities
23
Experts
23

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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 contain forward-looking statements within the meaning of Section 21 of the Securities Exchange Act of 1934, as
amended (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 intention that our direct sales force will sell proportionately more of our hardware systems products in the future;

·
continued realization of gains or losses with respect to our foreign currency exposures;

·
our expectation that our software 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 business;

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

·
our expectation to continue to innovate and invest in Java technology;

·
our expectation to continue to make significant investments in research and development and related product opportunities,

including those related to hardware products and services;

·
our expectation to grow our consulting revenues;

·
the sufficiency of our sources of funding for acquisitions or other matters;

·
our belief that we have adequately provided for any reasonably foreseeable outcomes related to our tax audits and that any

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 expectation to continue paying comparable cash dividends on a quarterly basis;

·
our expectation that seasonal trends will continue in fiscal 2013;

·
our expectation to continue to depend on third party manufacturers to build certain hardware systems products and third

party logistics providers to deliver our products;

·
our expectation that to the extent customers renew support contracts or cloud software subscriptions contracts, we will

recognize revenues for the full contracts' values over the respective renewal periods;
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," "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

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entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended May 31, 2012 (incorporated 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 to be filed by us in our fiscal year 2013, which runs from June 1, 2012 to May 31,
2013.
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.

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first 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 May 7, 2010. The accompanying prospectus contains a description of our debt
securities and gives more general information, some of which may not apply to this offering.
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.

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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. Our software, hardware systems, and services businesses develop, manufacture, market, host and support database and
middleware software, applications software, and hardware systems, with the latter consisting primarily of computer server and
storage products. Our businesses provide products and services that are built upon industry standards, are engineered to work
together or independently within existing customer information technology (IT) environments, and run securely on a wide range of
customer IT environments, including cloud computing environments.
Cloud computing environments provide on demand access to a shared pool of computing resources in a scalable,
self-service manner, delivering advantages in speed, agility and efficiency. Cloud computing has evolved from technologies and
services that Oracle has provided for many years, including clustering, server virtualization, Service-Oriented Architecture,
shared services, large-scale management automation, and more recently, our Oracle Engineered Systems. Our secure, reliable,
and scalable product offerings are designed to improve business efficiencies at a lower total cost of ownership. We seek to be an
industry leader in each of the product offering categories in which we compete, and to expand into new and emerging markets.
We believe our ability to offer our customers choice and flexibility in the manner in which they deploy our products and
services--while maintaining enterprise-grade reliability, security, and interoperability based upon industry standards--is
important to our corporate strategy. Oracle Fusion Applications, for example, offer customers a choice of deployment models to
run our standards-based software applications in on-premise or cloud computing IT environments. Oracle Cloud, a family of our
cloud-based software subscription offerings, provides access to select Oracle software applications and software platforms on a
subscription basis in a secure, standards-based cloud computing environment. Oracle Cloud includes software applications as a
service, such as Oracle Fusion Human Capital Management Cloud Service and Oracle Fusion Customer Relationship
Management Cloud Service, and software platform services such as Oracle Database Cloud Service and Oracle Java Cloud
Service, among others.
We believe our internal growth and continued innovation with respect to our software, hardware and services businesses are
the foundation of our long-term strategic plans. In each of fiscal 2012 and 2011, we invested $4.5 billion and in fiscal 2010, we
invested $3.3 billion in research and development to enhance our existing portfolio of products and services and to develop new
products and services. We continue to focus on the engineering of our hardware and software products to make them work
together more effectively and deliver improved computing performance, reliability, and security to our customers. For example,
Oracle Engineered Systems, which include our Oracle Exadata Database Machine, Oracle Exalogic Elastic Cloud, and SPARC
SuperCluster products, among others, combine certain of our hardware and software offerings to provide engineered systems that
increase computing performance and reduce storage requirements relative to our competitors' products, creating time savings,
efficiencies, and operational cost advantages for our customers.
We believe that an active acquisition program is an important element of our corporate strategy as it strengthens our
competitive position, 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

S-1
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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 otherwise enhance 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, hardware systems and services--which are further divided into certain
operating segments. Our software business is comprised of two operating segments: (1) new software licenses and cloud
software subscriptions and (2) software license updates and product support. Our hardware systems business consists 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, managed cloud services and education services. Our
software, hardware systems and services businesses represented 70%, 17% and 13% of our total revenues, respectively, in fiscal
2012; 68%, 19% and 13%, respectively, in fiscal 2011; and 77%, 9% and 14%, respectively, in fiscal 2010. Prior to our
acquisition of Sun Microsystems, Inc. in January 2010, we did not have a hardware systems business.
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 the website into this prospectus supplement or the accompanying prospectus.

S-2
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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 contains a
more detailed description of the terms and conditions of the Notes.

Issuer
Oracle Corporation

Securities Offered
$2,500,000,000 principal amount of 1.200% Notes due 2017
$2,500,000,000 principal amount of 2.500% Notes due 2022

Maturity Dates
October 15, 2017 for the 2017 Notes
October 15, 2022 for the 2022 Notes

Original Issue Date
October 25, 2012

Interest Rates
Fixed rate of 1.200% for the 2017 Notes
Fixed rate of 2.500% for the 2022 Notes

Interest Payment Dates
Each April 15 and October 15 beginning on April 15, 2013, and on the maturity
date for each series of Notes.

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

As of August 31, 2012, we had approximately $32.8 billion of total liabilities
on a consolidated basis, including $14.8 billion of senior notes outstanding. Of

this amount, subsidiaries of Oracle Corporation had approximately $17.7 billion
of liabilities (including trade payables) to which the Notes will be effectively
subordinated.

Form and Denomination
The Notes 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
integral 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, future acquisitions and repayment of
indebtedness, including repayment of the 4.95% senior notes due April 2013
($1.25 billion principal amount outstanding). See "Use of Proceeds" in this
prospectus supplement.

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