Obligation Oraclum 3.6% ( US68389XBX21 ) en USD

Oraclum

100 % ▲

Etas-Unis

US68389XBX21 ( en USD )

3.6% par an ( paiement semestriel )

31/03/2050

Prospectus brochure de l'obligation Oracle US68389XBX21 en USD 3.6%, échéance 31/03/2050

2 000 USD

4 500 000 000 USD

68389XBX2

A ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

01/10/2025 ( Dans 75 jours )

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 US68389XBX21, paye un coupon de 3.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2050

L'Obligation émise par Oraclum ( Etas-Unis ) , en USD, avec le code ISIN US68389XBX21, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Oraclum ( Etas-Unis ) , en USD, avec le code ISIN US68389XBX21, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d846726d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-223826
CALCULATION OF REGISTRATION FEE

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

Registered

Offering Price

Offering Price

Registration Fee(1)
2.500% Notes due 2025

$3,500,000,000

99.963%

$3,498,705,000

$454,131.91
2.800% Notes due 2027

$2,250,000,000

99.785%

$2,245,162,500

$291,422.09
2.950% Notes due 2030

$3,250,000,000

99.897%

$3,246,652,500

$421,415.49
3.600% Notes due 2040

$3,000,000,000

99.731%

$2,991,930,000

$388,352.51
3.600% Notes due 2050

$4,500,000,000

99.654%

$4,484,430,000

$582,079.01
3.850% Notes due 2060

$3,500,000,000

99.615%

$3,486,525,000

$452,550.95
Total

$20,000,000,000

$19,953,405,000
$2,589,951.97

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

Prospectus Supplement
(To Prospectus dated March 21, 2018)

$20,000,000,000
Oracle Corporation
$3,500,000,000 2.500% Notes due 2025
$2,250,000,000 2.800% Notes due 2027
$3,250,000,000 2.950% Notes due 2030
$3,000,000,000 3.600% Notes due 2040
$4,500,000,000 3.600% Notes due 2050
$3,500,000,000 3.850% Notes due 2060

Oracle Corporation is offering $3,500,000,000 aggregate principal amount of 2.500% notes due 2025 (the "2025 Notes"), $2,250,000,000 aggregate principal amount of
2.800% notes due 2027 (the "2027 Notes"), $3,250,000,000 aggregate principal amount of 2.950% notes due 2030 (the "2030 Notes"), $3,000,000,000 aggregate principal amount of
3.600% notes due 2040 (the "2040 Notes"), $4,500,000,000 aggregate principal amount of 3.600% notes due 2050 (the "2050 Notes") and $3,500,000,000 aggregate principal
amount of 3.850% notes due 2060 (the "2060 Notes" and, together with the 2025 Notes, the 2027 Notes, the 2030 Notes, the 2040 Notes and the 2050 Notes, the "Notes").
The 2025 Notes will bear interest at the rate of 2.500% per year, the 2027 Notes will bear interest at the rate of 2.800% per year, the 2030 Notes will bear interest at the rate
of 2.950% per year, the 2040 Notes will bear interest at the rate of 3.600% per year, the 2050 Notes will bear interest at the rate of 3.600% per year and the 2060 Notes will bear
interest at the rate of 3.850% per year. Interest on the Notes will be payable semi-annually on April 1 and October 1, commencing October 1, 2020.
The 2025 Notes will mature on April 1, 2025, the 2027 Notes will mature on April 1, 2027, the 2030 Notes will mature on April 1, 2030, the 2040 Notes will mature on
April 1, 2040, the 2050 Notes will mature on April 1, 2050 and the 2060 Notes will mature on April 1, 2060.
We may redeem any series of the Notes, in whole or in part, at any time, each at the applicable redemption prices indicated under the heading "Description of the Notes--
Optional Redemption" beginning on page S-11 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-5 of this prospectus supplement and see Part I, Item 1A. "Risk Factors"
https://www.sec.gov/Archives/edgar/data/1341439/000119312520092802/d846726d424b2.htm[3/31/2020 4:47:56 PM]

424B2
of our Annual Report on Form 10-K for the fiscal year ended May 31, 2019, 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 offer
Underwriting
Proceeds before

price(1)

discount

expenses, to us

2025 Notes

99.963%

0.125%

99.838%
Total

$
3,498,705,000
$
4,375,000
$
3,494,330,000
2027 Notes

99.785%

0.200%

99.585%
Total

$
2,245,162,500
$
4,500,000
$
2,240,662,500
2030 Notes

99.897%

0.250%

99.647%
Total

$
3,246,652,500
$
8,125,000
$
3,238,527,500
2040 Notes

99.731%

0.275%

99.456%
Total

$
2,991,930,000
$
8,250,000
$
2,983,680,000
2050 Notes

99.654%

0.300%

99.354%
Total

$
4,484,430,000
$ 13,500,000
$
4,470,930,000
2060 Notes

99.615%

0.350%

99.265%
Total

$
3,486,525,000
$ 12,250,000
$
3,474,275,000
Total

$ 19,953,405,000
$ 51,000,000
$ 19,902,405,000

(1)
Plus accrued interest, if any, from April 1, 2020, 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 April 1, 2020.

Joint Book-Running Managers (in alphabetical order)

BNY Mellon Capital Markets,
BofA Securities
J.P. Morgan
Wells Fargo
LLC

Securities
Co-Managers (in alphabetical order)

BNP PARIBAS

Citigroup

Goldman Sachs & Co. LLC

HSBC

Santander

Standard Chartered Bank

TD Securities
March 30, 2020
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.

TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-ii
Cautionary Note on Forward-Looking Statements
S-iii
Summary
S-1
The Offering
S-2
Risk Factors
S-5
https://www.sec.gov/Archives/edgar/data/1341439/000119312520092802/d846726d424b2.htm[3/31/2020 4:47:56 PM]

424B2
Use of Proceeds
S-8
Capitalization
S-9
Description of the Notes
S-10
Material U.S. Federal Income Tax Consequences
S-16
Underwriting
S-19
Validity of Securities
S-25
Experts
S-25
Where You Can Find More Information
S-25
Prospectus

Page
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

6
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

23
Experts

23

S-i
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 March 21, 2018. 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.

S-ii
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 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 expectations regarding the potential impacts on our business of the outbreak of the novel coronavirus COVID-19;

·
our expectation that we may acquire companies, products, services and technologies to further our corporate strategy as compelling

opportunities become available;

https://www.sec.gov/Archives/edgar/data/1341439/000119312520092802/d846726d424b2.htm[3/31/2020 4:47:56 PM]

424B2
·
our belief that our acquisitions enhance the products and services that we can offer to customers, expand our customer base, provide greater

scale to accelerate innovation, grow our revenues and earnings, and increase stockholder value;

·
our expectation that, on a constant currency basis, our total cloud and license revenues generally will continue to increase due to expected

growth in our cloud services and our license support offerings, and continued demand for our cloud license and on-premise license offerings;

·
our belief that our Oracle Cloud Software-as-a-Service and Infrastructure-as-a-Service (SaaS and IaaS, respectively, and collectively,

"Oracle Cloud Services") offerings are opportunities for us to expand our cloud and license business, and that demand for our Oracle Cloud
Services will continue to increase;

·
our belief that we can market and sell our SaaS and IaaS offerings together to help customers migrate their extensive installed base of

on-premise applications and infrastructure technologies to the Oracle Cloud while at the same time reaching a broader ecosystem of
developers and partners;

·
our belief that we can market our SaaS and IaaS services to small and medium-sized businesses and non-IT lines of business purchasers;

·
our expectation that substantially all of our customers will renew their license support contracts annually;

·
our belief that our cloud ERP offerings drive adoption of our other SaaS offerings as our customers realize benefits of a common data model

utilized across our SaaS offerings;

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

business;

·
our expectation that we will continue to place significant emphasis, both domestically and internationally, on direct sales through our own

sales force;

·
our expectation that we will continue to make significant investments in research and development, and our belief that research and

development efforts are essential to maintaining our competitive position;

·
our expectation that our international operations will continue to provide a significant portion of our total revenues and expenses;

·
the sufficiency of our sources of funding for working capital, capital expenditures, contractual obligations, acquisitions, dividends, stock

repurchases, debt repayments and other matters;

·
our belief that we have adequately provided under U.S. generally accepted accounting principles for outcomes related to our tax audits and

that the final outcome of our tax-related examinations, agreements or judicial proceedings will not have a material effect on our results of
operations, and our belief that our net deferred tax assets will be realized in the foreseeable future;

S-iii
Table of Contents
·
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;

·
the possibility that certain legal proceedings to which we are a party could have a material impact on our future cash flows and results of

operations;

·
our expectations regarding the timing and amount of expenses relating to the Fiscal 2019 Oracle Restructuring Plan and the improved

efficiencies in our operations that such a plan will create;

·
the timing and amount of future cash dividend payments and stock repurchases, including our expectation that the levels of our future stock

repurchase activity may be modified in comparison to past periods in order to use available cash for other purposes;

·
our expectations regarding the impact of recent accounting pronouncements on our consolidated financial statements;

·
our expectation that, to the extent customers renew support contracts or cloud SaaS and IaaS contracts from companies that we have acquired,

we will recognize revenues for the full contracts' values over the respective renewal periods;

·
our ability to predict quarterly hardware revenues;

·
the percentage of remaining performance obligations that we expect to recognize as revenues over the next twelve months;
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," "strives," "endeavors," "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
https://www.sec.gov/Archives/edgar/data/1341439/000119312520092802/d846726d424b2.htm[3/31/2020 4:47:56 PM]

424B2
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 "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended May 31, 2019 (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 filed by us in our fiscal 2020, which runs from June 1, 2019 to May 31, 2020.
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.

S-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
Oracle provides products and services that address enterprise information technology ("IT") environments. Our products and services include
applications and infrastructure offerings that are delivered worldwide through a variety of flexible and interoperable IT deployment models. These
models include on-premise deployments, cloud-based deployments, and hybrid deployments (an approach that combines both on-premise and cloud-
based deployment) such as our Oracle Cloud at Customer offering (an instance of Oracle Cloud in a customer's own data center). Accordingly, we
offer choice and flexibility to our customers and facilitate the product, service and deployment combinations that best suit our customers' needs.
Through our worldwide sales force and Oracle Partner Network, we sell to customers all over the world including businesses of many sizes,
government agencies, educational institutions and resellers.
Company Information
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-1
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
https://www.sec.gov/Archives/edgar/data/1341439/000119312520092802/d846726d424b2.htm[3/31/2020 4:47:56 PM]

424B2

Securities Offered
$3,500,000,000 principal amount of 2.500% Notes due 2025

$2,250,000,000 principal amount of 2.800% Notes due 2027

$3,250,000,000 principal amount of 2.950% Notes due 2030

$3,000,000,000 principal amount of 3.600% Notes due 2040

$4,500,000,000 principal amount of 3.600% Notes due 2050

$3,500,000,000 principal amount of 3.850% Notes due 2060

Maturity Dates
April 1, 2025 for the 2025 Notes

April 1, 2027 for the 2027 Notes

April 1, 2030 for the 2030 Notes

April 1, 2040 for the 2040 Notes

April 1, 2050 for the 2050 Notes

April 1, 2060 for the 2060 Notes

Original Issue Date
April 1, 2020

Interest Rates
2.500% per year for the 2025 Notes

2.800% per year for the 2027 Notes

2.950% per year for the 2030 Notes

3.600% per year for the 2040 Notes

3.600% per year for the 2050 Notes

3.850% per year for the 2060 Notes

Interest Payment Dates
Each April 1 and October 1 beginning on October 1, 2020, and on the maturity date for each
series of Notes.

S-2
Table of Contents
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.

As of February 29, 2020, we had approximately $81.8 billion of total liabilities on a consolidated basis, including $51.6 billion of senior notes and
$113 million of other borrowings outstanding. Of this amount, subsidiaries of Oracle Corporation had approximately $29.4 billion of liabilities
(including trade payables) to which the Notes will be effectively subordinated.

https://www.sec.gov/Archives/edgar/data/1341439/000119312520092802/d846726d424b2.htm[3/31/2020 4:47:56 PM]

424B2
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 thereafter. 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 ("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
State of 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, repayment of
indebtedness 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 hereby 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 hereby.

Sinking Fund
None

Optional Redemption
Oracle Corporation may redeem any series of the Notes, in whole or in part, 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.

S-3
Table of Contents
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, 2019, 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
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
https://www.sec.gov/Archives/edgar/data/1341439/000119312520092802/d846726d424b2.htm[3/31/2020 4:47:56 PM]

424B2
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 29, 2020, Oracle had approximately $81.8 billion of total liabilities on a
consolidated basis, including $51.6 billion of senior notes and $113 million of other borrowings outstanding. Of this amount, subsidiaries of Oracle
Corporation had approximately $29.4 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-5
Table of Contents
restricted under the indenture from granting liens or security interests with respect to all or any of their assets without having to provide similar liens or
security to the holders of the Notes, or from entering into sale/leaseback transactions. The limitation on liens covenant contains exceptions for specified
"permitted liens" that would allow Oracle Corporation to borrow substantial additional amounts, and to grant liens or security interests with respect to our
assets in connection with those borrowings. In light of these exceptions, holders of the Notes may be structurally or contractually subordinated to new
lenders. The indenture governing the Notes does not contain any financial covenants.
Increased leverage may harm our financial condition and results of operations.
As of February 29, 2020, we had approximately $81.8 billion of total liabilities on a consolidated basis and had the ability to borrow up to an
additional $3.0 billion under our commercial paper program.
Oracle Corporation and its subsidiaries may incur additional indebtedness in the future and the Notes do not restrict future incurrence of
https://www.sec.gov/Archives/edgar/data/1341439/000119312520092802/d846726d424b2.htm[3/31/2020 4:47:56 PM]

424B2
indebtedness. Any increase in our level of indebtedness will have several important effects on our future operations, including, without limitation:

·
we will have additional cash requirements in order to support the payment of interest on our outstanding indebtedness;

·
increases in our outstanding indebtedness and leverage will increase our vulnerability to adverse changes in general economic and industry

conditions, as well as to competitive pressure; and

·
depending on the levels of our outstanding debt, our ability to obtain additional financing for working capital, capital expenditures, general

corporate and other purposes may be limited.
Our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which will be subject to general
economic conditions, industry cycles and financial, business and other factors affecting our consolidated operations, many of which are beyond our control.
If we are unable to generate sufficient cash flows from operations in the future to service our debt, we may be required, among other things:

·
to seek additional financing in the debt or equity markets;

·
to refinance or restructure all or a portion of our indebtedness, including the Notes;

·
to sell selected assets;

·
to reduce or delay planned capital expenditures; or

·
to reduce or delay planned operating and investment expenditures.
Such measures might not be sufficient to enable us to service our debt. In addition, any such financing, refinancing or sale of assets might not be
available on economically favorable terms.
Ratings of the Notes may change and affect the market prices and marketability of the Notes.
Our long-term debt is subject to periodic review by independent credit rating agencies. Such ratings are limited in scope, and do not address all
material risks relating to an investment in the Notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of
the significance of such rating may be obtained from such rating agency. There is no assurance that such credit ratings will remain in effect for any given
period of time or that such ratings will not be placed on negative watch, lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating
agency's judgment, circumstances so warrant. It is also possible that such ratings may be placed on negative watch or lowered in connection with future
events, such as future acquisitions. Holders of Notes will have no recourse against us or any other parties in the event of a change in or suspension or
withdrawal of such ratings. Any placement on negative watch, lowering, suspension or withdrawal of such ratings may have an adverse effect on the
market prices or marketability of the Notes.

S-6
Table of Contents
Risks Related to Our Business
We operate in a rapidly changing economic and technological environment that presents numerous risks, many of which are driven by factors that we
cannot control or predict. The risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended May 31, 2019, which is incorporated by
reference into this prospectus supplement and the accompanying prospectus, highlight some of these risks. You should read our Annual Report on Form
10-K, including the section "Risk Factors."
Impacts of COVID-19 to Oracle's Business
As disclosed in our Quarterly Report on Form 10-Q for the quarterly period ended February 29, 2020, the impacts of the global emergence of
Coronavirus disease (COVID-19) on our business are currently unknown. We are conducting business as usual with some modifications to employee
travel, employee work locations, and cancellation of certain marketing events, among other modifications. We have observed other companies taking
precautionary and preemptive actions to address COVID-19 and companies may take further actions that alter their normal business operations. We will
continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local
authorities or that we determine are in the best interests of our employees, customers, partners, suppliers and stockholders. It is not clear what the potential
effects any such alterations or modifications may have on our business, including the effects on our customers and prospects, or on our financial results for
our fourth quarter of fiscal 2020, which is historically our largest revenue quarter of our fiscal year, in particular with respect to demand for transactional
products such as cloud and on-premise licenses and hardware and certain services that we generally recognize as revenues upon delivery to customers.

S-7
https://www.sec.gov/Archives/edgar/data/1341439/000119312520092802/d846726d424b2.htm[3/31/2020 4:47:56 PM]

424B2
Table of Contents
USE OF PROCEEDS
We estimate that our net proceeds from this offering will be approximately $19.9 billion after deducting the underwriting discounts and our
estimated offering expenses. 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, repayment of indebtedness and future acquisitions. Pending application of the net proceeds as described above, we
intend to invest the net proceeds from this offering temporarily in investment grade securities.

S-8
Table of Contents
CAPITALIZATION
The following table sets forth a summary of our consolidated capitalization as of February 29, 2020 on an actual and as adjusted basis. Our
consolidated capitalization, as adjusted, as of February 29, 2020 reflects our consolidated capitalization as of February 29, 2020, and includes the issuance
of the Notes offered hereby.

February 29, 2020

(in millions, except par value data)

Actual
As Adjusted

(Unaudited)

Long-term debt:

2025 Notes offered hereby(1)

$
--
$
3,492
2027 Notes offered hereby(1)

--

2,239
2030 Notes offered hereby(1)

--

3,236
2040 Notes offered hereby(1)

--

2,981
2050 Notes offered hereby(1)

--

4,468
2060 Notes offered hereby(1)

--

3,472
Total senior notes(2)

51,562

51,562
Total other borrowings

113

113

Total long-term debt

51,675

71,563

Oracle Corporation stockholders' equity:

Preferred stock, $0.01 par value--authorized: 1.0 shares; outstanding: none

--

--
Common stock, $0.01 par value and additional paid in capital--authorized: 11,000
shares; outstanding: 3,161 shares as of February 29, 2020

26,685

26,685
Accumulated deficit

(10,771)

(10,771)
Accumulated other comprehensive loss

(1,679)

(1,679)

Total Oracle Corporation stockholders' equity

14,235

14,235

Total capitalization

$
65,910
$
85,798

(1)
Balance reflects the principal amounts of the 2025 Notes, the 2027 Notes, the 2030 Notes, the 2040 Notes, the 2050 Notes and the 2060 Notes, net of unamortized discounts
and estimated debt issuance costs of $8 million for the 2025 Notes, $11 million for the 2027 Notes, $14 million for the 2030 Notes, $19 million for the 2040 Notes, $32
million for the 2050 Notes and $28 million for the 2060 Notes.
(2)
Represents the current and non-current portions of the principal balances to be paid in connection with our senior notes outstanding as of February 29, 2020 after
considering:

·
certain interest rate swap agreements for certain series of senior notes that have the economic effect of modifying the fixed-interest obligations associated with these

senior notes so that they effectively became variable pursuant to a LIBOR-based index;

·
certain cross-currency interest rate swap agreements for certain series of our Euro-denominated senior notes that have the economic effect of converting the principal at

maturity and fixed-interest obligations associated with these Euro-denominated borrowings so that they effectively became a U.S. Dollar-denominated principal
payment at maturity with U.S. Dollar-denominated variable interest rate payments pursuant to a LIBOR-based index; and

·
principal payments for certain of our Euro-denominated senior notes that were estimated using foreign currency exchange rates as of February 29, 2020 and are subject

to change in future periods.
We have entered into certain cross-currency swap agreements for a series of our Euro-denominated senior notes that have the economic effect of converting our fixed-rate,
Euro-denominated debt, including annual interest payments and the payment of principal at maturity, to a fixed-rate, U.S. Dollar-denominated debt with a fixed annual
interest rate. Principal payments in the above table exclude the impacts of these cross-currency swap agreements.
Refer to Notes 7 and 10 of our consolidated financial statements as included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2019, which is
incorporated by reference herein, for additional information regarding our derivative financial instruments and Euro-denominated senior notes.

S-9
https://www.sec.gov/Archives/edgar/data/1341439/000119312520092802/d846726d424b2.htm[3/31/2020 4:47:56 PM]

Document Outline

#1">
- #1">