Obligation OraCorp 3.625% ( US68389XAS45 ) en USD

OraCorp

100 % ▲

Etas-Unis

US68389XAS45 ( en USD )

3.625% par an ( paiement semestriel )

14/07/2023 - Obligation échue

Prospectus brochure de l'obligation Oracle Corp US68389XAS45 en USD 3.625%, échue

2 000 USD

1 000 000 000 USD

68389XAS4

A ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

Oracle Corporation est une multinationale américaine spécialisée dans les systèmes de gestion de bases de données, les logiciels d'entreprise, les systèmes cloud et les services informatiques.

L'Obligation émise par OraCorp ( Etas-Unis ) , en USD, avec le code ISIN US68389XAS45, paye un coupon de 3.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2023

L'Obligation émise par OraCorp ( Etas-Unis ) , en USD, avec le code ISIN US68389XAS45, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par OraCorp ( Etas-Unis ) , en USD, avec le code ISIN US68389XAS45, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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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)
Floating Rate Notes due 2019

$ 500,000,000
$ 68,200
2.375% Notes due 2019

$ 1,500,000,000
$ 204,600
3.625% Notes due 2023

$ 1,000,000,000
$ 136,400
Total

$ 3,000,000,000
$ 409,200

(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 April 15, 2013)

$3,000,000,000
$500,000,000 Floating Rate Notes due 2019
$1,500,000,000 2.375% Notes due 2019
$1,000,000,000 3.625% Notes due 2023

Oracle Corporation is offering $500,000,000 aggregate principal amount of Floating Rate Notes due 2019 (the "2019 Floating Rate Notes"),
$1,500,000,000 aggregate principal amount of 2.375% notes due 2019 (the "2019 Fixed Rate Notes") and $1,000,000,000 aggregate principal amount of 3.625% notes
due 2023 (the "2023 Fixed Rate Notes" and, together with the 2019 Floating Rate Notes and the 2019 Fixed Rate Notes, the "Notes").
The 2019 Floating Rate Notes will bear interest at a floating rate equal to three-month LIBOR plus 0.58% per year, the 2019 Fixed Rate Notes will bear interest at
the rate of 2.375% per year and the 2023 Fixed Rate Notes will bear interest at the rate of 3.625% per year. Interest on the 2019 Floating Rate Notes will be payable
quarterly on January 15, April 15, July 15 and October 15, commencing October 15, 2013. Interest on the 2019 Fixed Rate Notes and the 2023 Fixed Rate Notes will be
payable semi-annually on January 15 and July 15, commencing January 15, 2014.
The 2019 Floating Rate Notes will mature on January 15, 2019, the 2019 Fixed Rate Notes will mature on January 15, 2019 and the 2023 Fixed Rate Notes will
mature on July 15, 2023.
We may not redeem the 2019 Floating Rate Notes prior to maturity. We may redeem some or all of the 2019 Fixed Rate Notes and the 2023 Fixed Rate Notes at
any time, each at the applicable "make-whole premium" price indicated under the heading "Description of the NotesOptional 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.

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, 2013, 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

2019 Floating Rate Notes

100.000%

0.300%

99.700%
Total

$
500,000,000
$ 1,500,000
$
498,500,000
2019 Fixed Rate Notes

99.652%

0.300%

99.352%
Total

$ 1,494,780,000
$ 4,500,000
$ 1,490,280,000
2023 Fixed Rate Notes

99.098%

0.400%

98.698%
Total

$
990,980,000
$ 4,000,000
$
986,980,000
Total

$ 2,985,760,000
$ 10,000,000
$ 2,975,760,000
(1) Plus accrued interest, if any, from July 16, 2013, 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-23.
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 July 16, 2013, 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.

Joint Book-Running Managers
BofA Merrill Lynch

Credit Suisse

HSBC
Senior Co-Managers
Citigroup

J.P. Morgan

Wells Fargo Securities
Co-Managers
Mizuho Securities

Morgan Stanley

RBC Capital Markets

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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

S-ii
About This Prospectus Supplement

S-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-20
Underwriting

S-23
Validity of Securities

S-27
Experts

S-27
Where You Can Find More Information

S-27
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

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

· our belief that we have adequately provided for any reasonably foreseeable outcomes related to our tax liabilities 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 expectation to incur the majority of the remaining expenses pursuant to the Fiscal 2013 Oracle Restructuring Plan through fiscal 2014 and our

expectation to improve efficiencies in our operations that will impact our Fiscal 2013 Oracle Restructuring Plan;

· our expectation that seasonal trends will continue in fiscal 2014;

· 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;

· our experience and ability to predict quarterly hardware systems products 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,"

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"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 entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended May 31, 2013 (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 2014, which runs from June 1, 2013 to May 31, 2014.
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.

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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 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.
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 that are engineered to work
together in the cloud and in the data center. We are a leader in the core technologies of cloud computing, including database and middleware as well as web-based
applications, virtualization, clustering and large-scale systems management. We provide cloud services as well as software and hardware products to other cloud
service providers, both public and private. Oracle database and middleware software, applications software and hardware systems--including computer server,
storage and networking products--are the building blocks of our own cloud services, our partners' cloud services and our customers' private cloud environments.
Our customers can subscribe to use select Oracle software and hardware products through our cloud offering, or purchase our software and hardware products and
related services to build their own private cloud or on-premise information technology (IT) environments. Our strategy is to deliver reliable and scalable products
and services that are built upon industry standards and are engineered to work together or independently. We also pursue new or emerging growth opportunities in
order to maintain technology leadership. Offering customers a choice in how they use our products and services--while maintaining enterprise-grade reliability,
security and interoperability--is important to our corporate strategy.
We believe that internal growth and continued innovation with respect to our software, hardware and services businesses are the foundation of our long-term
strategic plans. In fiscal 2013, we invested $4.9 billion and in each of fiscal 2012 and 2011 we invested $4.5 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 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 Oracle SPARC SuperCluster products, among
others, combine certain of our hardware and software offerings in a way that increases computing performance relative to our competitors' products, creating time
savings, efficiencies and operational cost advantages for our customers. With products that are engineered to work together, our customers can reduce much of the
complexity of IT and make available resources they would otherwise spend on IT operations. In addition to our introductions of new, innovative hardware and
software products, we also continue to demonstrate our commitment to customer choice through ongoing enhancements to our existing products, including our
Oracle E-Business Suite, Siebel, PeopleSoft and JD Edwards applications software products.
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.
Our software, hardware systems and services businesses are further divided into certain operating segments. Our software business is comprised of two
operating segments: (1) new software licenses and cloud software

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subscriptions and (2) 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,
managed cloud services and education services. Our software, hardware systems and services businesses represented 74%, 14% and 12% of our total revenues,
respectively, in fiscal 2013; 70%, 17% and 13%, respectively, in fiscal 2012; and 68%, 19% and 13%, respectively, in fiscal 2011.
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.

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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
$500,000,000 principal amount of Floating Rate Notes due 2019

$1,500,000,000 principal amount of 2.375% Notes due 2019

$1,000,000,000 principal amount of 3.625% Notes due 2023

Maturity Dates
January 15, 2019 for the 2019 Floating Rate Notes

January 15, 2019 for the 2019 Fixed Rate Notes

July 15, 2023 for the 2023 Fixed Rate Notes

Original Issue Date
July 16, 2013

Interest Rates
Floating rate equal to three-month LIBOR plus 0.58% for the 2019 Floating Rate Notes

Fixed rate of 2.375% for the 2019 Fixed Rate Notes

Fixed rate of 3.625% for the 2023 Fixed Rate Notes
Interest Payment Dates
Each January 15, April 15, July 15 and October 15, beginning on October 15, 2013, and on the
maturity date for the 2019 Floating Rate Notes.
Each January 15 and July 15 beginning on January 15, 2014, and on the maturity dates for the 2019

Fixed Rate Notes and the 2023 Fixed Rate 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 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 May 31, 2013, we had approximately $36.7 billion of total liabilities on a consolidated basis,
including $18.5 billion of senior notes outstanding. Of this amount, subsidiaries of Oracle

Corporation had approximately $17.8 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.

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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.

Sinking Fund
None

Optional Redemption
Oracle Corporation may not redeem the 2019 Floating Rate Notes prior to maturity. Oracle
Corporation may redeem some or all of the 2019 Fixed Rate Notes and the 2023 Fixed Rate Notes at
any time at the applicable "make-whole premium" redemption prices indicated under the heading
"Description of the NotesOptional 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, 2013, which is incorporated by reference into this prospectus supplement
and the accompanying prospectus, before deciding whether to invest in the Notes.

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