Obligation Oraclum 5.25% ( US68402LAC81 ) en USD

Oraclum

100 % ⇌

Etas-Unis

US68402LAC81 ( en USD )

5.25% par an ( paiement semestriel )

15/01/2016 - Obligation échue

Prospectus brochure de l'obligation Oracle US68402LAC81 en USD 5.25%, échue

1 000 USD

2 000 000 000 USD

68402LAC8

AA- ( Haute qualité )

A1 ( Qualité moyenne supérieure )

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 US68402LAC81, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2016

L'Obligation émise par Oraclum ( Etas-Unis ) , en USD, avec le code ISIN US68402LAC81, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Oraclum ( Etas-Unis ) , en USD, avec le code ISIN US68402LAC81, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

e424b3
424B3 1 f18059b3e424b3.htm 424B3
file:///U|/Tamara/exch%20Oracle%20Corp,%20Fltg%20...0Nts%20due%202011,%205.25%%20Nts%20due%202016.htm (1 of 87)6/29/2006 1:09:06 PM

e424b3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-132250
PROSPECTUS

Oracle Corporation
Offer to Exchange
Floating Rate Notes due 2009
5.00% Notes due 2011
5.25% Notes due 2016
for
Floating Rate Notes due 2009
5.00% Notes due 2011
5.25% Notes due 2016
We are offering to exchange up to $1,500,000,000 of our new Floating Rate Notes due 2009 (the "New 2009
Notes") for up to $1,500,000,000 of our existing Floating Rate Notes due 2009 (the "Old 2009 Notes"), up to
$2,250,000,000 of our new 5.00% Notes due 2011 (the "New 2011 Notes") for up to $2,250,000,000 of our existing
5.00% Notes due 2011 (the "Old 2011 Notes") and up to $2,000,000,000 of our new 5.25% Notes due 2016 (the
"New 2016 Notes" and, together with the New 2009 Notes and the New 2011 Notes, the "New Notes") for up to
$2,000,000,000 of our existing 5.25% Notes due 2016 (the "Old 2016 Notes" and, together with the Old 2009 Notes
and the Old 2011 Notes, the "Old Notes"). The terms of the New Notes are identical in all material respects to the
terms of the Old Notes, except that the New Notes will be issued in a transaction registered under the Securities Act
of 1933, as amended (the "Securities Act"), and the transfer restrictions and registration rights relating to the Old
Notes will not apply to the New Notes.
To exchange your Old Notes for New Notes:

· you are required to make the representations described on page 42 to us;

· you must complete and send the letter of transmittal that accompanies this prospectus to the exchange agent,
Citibank, N.A., by 5:00 p.m., New York time, on June 5, 2006; and

· you should read the section called "The Exchange Offer" for further information on how to exchange your Old
Notes for New Notes.
file:///U|/Tamara/exch%20Oracle%20Corp,%20Fltg%20...0Nts%20due%202011,%205.25%%20Nts%20due%202016.htm (2 of 87)6/29/2006 1:09:06 PM

e424b3
See "Risk Factors" beginning on page 6 for a discussion of risk factors that should be
considered by you prior to tendering your Old Notes in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the securities to be issued in the exchange offer or passed upon the adequacy or accuracy of
this Prospectus. Any representation to the contrary is a criminal offense.
April 20, 2006
file:///U|/Tamara/exch%20Oracle%20Corp,%20Fltg%20...0Nts%20due%202011,%205.25%%20Nts%20due%202016.htm (3 of 87)6/29/2006 1:09:06 PM

e424b3

TABLE OF CONTENTS

Page

Cautionary Statement Concerning Forward-Looking Statements

ii
Summary

1
Risk Factors

6
Where You Can Find More Information

18
Use Of Proceeds

20
Description of the New Notes

21
The Exchange Offer

36
Material United States Tax Consequences of the Exchange Offer

43
Plan of Distribution

43
Validity of New Notes

44
Experts

44
The prospectus incorporates important business and financial information about the company that is not
included in or delivered with the prospectus. This information is available without charge to security holders
upon written or oral request to Oracle's Investor Relations department by calling (650) 506-4073, by writing
to Investor Relations, Oracle Corporation, 500 Oracle Parkway, Redwood City, California 94065 or by
sending an email to investor [email protected]. To obtain timely delivery, security holders must request the
information no later than May 26, 2006, which is five business days before the expiration date of the Exchange
Offer.
References in this prospectus to "Oracle", "the obligor", "we", "us", "our" and "our company" refer solely to
Oracle Corporation and such references do not include Oracle's consolidated subsidiaries unless explicitly stated or
the context otherwise requires. References to "Old Oracle" refer solely to Oracle Systems Corporation.
i
file:///U|/Tamara/exch%20Oracle%20Corp,%20Fltg%20...0Nts%20due%202011,%205.25%%20Nts%20due%202016.htm (4 of 87)6/29/2006 1:09:06 PM

e424b3
Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into this prospectus include forward-looking
statements. Forward-looking statements may be preceded by, followed by or include the words "believes," "expects,"
"anticipates," "intends," "plans," "estimates" or similar expressions. Oracle claims 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 except those forward-looking statements made in connection with the exchange offer. All forward-
looking statements are based on the expectations and projections of the person making such statement as of the date
of such statement about future events. These forward-looking statements are subject to risks, uncertainties, and
assumptions. Factors that might cause or contribute to such differences include, but are not limited to, those
discussed in this prospectus under the caption "Risk Factors" and in the section entitled "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Factors That May Affect Our Future Results or the
Market Price of Our Stock" in Oracle's Quarterly Report on Form 10-Q, Old Oracle's Annual Report on Form 10-K/
A and Old Oracle's Quarterly Reports on Form 10-Q and in the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Risk Factors" in Siebel's Annual Report on Form 10-K
and Siebel's Quarterly Reports on Form 10-Q, incorporated by reference herein. You should understand that the
following important factors, in addition to those discussed in the incorporated documents and those discussed in this
prospectus, could affect the future results of Oracle and its subsidiaries on a consolidated basis, and could cause those
results or other outcomes to differ materially from those expressed or implied in the forward-looking statements:

· Economic, political and market conditions could adversely affect Oracle's revenue growth and profitability
through reductions in IT budgets and expenditures.

· Oracle may fail to achieve its financial forecasts due to such factors as delays or size reductions in transactions,
fewer large transactions in a particular quarter, unanticipated fluctuations in currency exchange rates, delays in
delivery of new products or releases, or a decline in renewal rates for software license updates and product
support.

· Oracle cannot assure market acceptance of new products or new versions of existing products.

· Oracle has an active acquisition program and its acquisitions may not be successful, may involve unanticipated
costs or other integration issues, or may disrupt its existing operations.

· Periodic changes to Oracle's pricing model and sales organization could temporarily disrupt operations and
cause a decline or delay in sales.

· Intense competitive forces demand rapid technological advances and frequent new product introductions, and
could require Oracle to reduce prices.
The foregoing risks apply to Oracle and its subsidiaries, including Old Oracle and Siebel.
GIVEN THESE UNCERTAINTIES, ORACLE CAUTIONS INVESTORS NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. ORACLE DISCLAIMS ANY INTENT
OR OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS SET FORTH
IN THIS PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE, WHETHER AS A RESULT
OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
ii
file:///U|/Tamara/exch%20Oracle%20Corp,%20Fltg%20...0Nts%20due%202011,%205.25%%20Nts%20due%202016.htm (5 of 87)6/29/2006 1:09:06 PM

e424b3
file:///U|/Tamara/exch%20Oracle%20Corp,%20Fltg%20...0Nts%20due%202011,%205.25%%20Nts%20due%202016.htm (6 of 87)6/29/2006 1:09:06 PM

e424b3
Table of Contents
SUMMARY
This summary highlights the more detailed information included or incorporated by reference in this
prospectus and you should read the entire prospectus and the documents incorporated herein carefully.
References in this prospectus to "Oracle", "the obligor", "we", "us", "our" and "our company" refer
solely to Oracle Corporation and such references do not include Oracle's consolidated subsidiaries unless
explicitly stated or the context otherwise requires. References to "Old Oracle" refer solely to Oracle Systems
Corporation.
The Company
The Oracle Business
Oracle is the world's largest enterprise software company. Through its subsidiaries, Oracle develops,
manufactures, markets, distributes, and services database and middleware software as well as applications
software designed to help its customers manage and grow their business operations. Oracle's goal is to offer
customers scalable, reliable, secure and integrated database, middleware and applications software that provides
transactional efficiencies, adapts to an organization's unique needs, and allows better ways to access and
manage information at a low total cost of ownership.
Corporate Structure
Oracle Corporation is a holding corporation with no business operations and no significant assets other than
ownership of its direct and indirect subsidiaries, which include Oracle Systems Corporation ("Old Oracle"),
Siebel Systems, Inc. ("Siebel") and each of their domestic and foreign subsidiaries around the world. A current
simplified organizational chart of Oracle follows:

Oracle Corporation, or "Oracle", was initially formed as a direct wholly owned subsidiary of Old Oracle.
Prior to January 31, 2006, Oracle's name was Ozark Holding Inc. and Old Oracle's name was Oracle
Corporation. On January 31, 2006, in connection with the acquisition of Siebel, a wholly owned subsidiary of
Oracle was merged with and into Old Oracle, with Old Oracle surviving as a wholly owned subsidiary of Oracle
(the "Reorganization"). In addition, another wholly owned subsidiary of Oracle was merged with and into
Siebel, with Siebel surviving as a wholly owned subsidiary of Oracle. As a result, Oracle became the parent
file:///U|/Tamara/exch%20Oracle%20Corp,%20Fltg%20...0Nts%20due%202011,%205.25%%20Nts%20due%202016.htm (7 of 87)6/29/2006 1:09:06 PM

e424b3
company of Old Oracle and Siebel, and the changes to the names of Oracle and Old Oracle were effected.
Oracle and Old Oracle were co-issuers of the Old Notes. As provided in the indenture governing the Old
Notes and the New Notes, Old Oracle was discharged from all obligations and covenants under the indenture
and the Old Notes upon completion of the Reorganization and Oracle became the sole obligor on the Old Notes.
Oracle will be the sole issuer of and obligor on the New Notes.
Long-Term Debt Rating
Moody's Investors Service, Inc., Standard & Poor's Ratings Services and Fitch Ratings currently rate
Oracle's long-term debt A3, A- and A-, respectively. A rating reflects only the views of a rating agency and is
not a recommendation to buy, sell or hold the notes. Any rating can be revised upward or downward or
1
file:///U|/Tamara/exch%20Oracle%20Corp,%20Fltg%20...0Nts%20due%202011,%205.25%%20Nts%20due%202016.htm (8 of 87)6/29/2006 1:09:06 PM

e424b3
Table of Contents
withdrawn at any time by a rating agency if it decides the circumstances warrant that change. Each rating should
be evaluated independently of any other rating.
Oracle is a Delaware corporation. The principal executive offices of Oracle are located at 500 Oracle
Parkway, Redwood City, California 94065, and the telephone number is (650) 506-7000. Oracle maintains a
website at www.oracle.com where general information about the company is available. The contents of the
website are not incorporated into this prospectus or the registration statement of which it forms a part.
THE EXCHANGE OFFER
Securities Offered
We are offering up to $1,500,000,000 aggregate principal amount of New 2009
Notes, up to $2,250,000,000 aggregate principal amount of New 2011 Notes
and up to $2,000,000,000 aggregate principal amount of New 2016 Notes, all
of which have been registered under the Securities Act.

The Exchange Offer
We are offering to issue the New Notes in exchange for a like principal amount
of your Old Notes. We are offering to issue the New Notes to satisfy our
obligations contained in the registration rights agreement entered into when the
Old Notes were sold in transactions permitted by Rule 144A and Regulation S
under the Securities Act and therefore not registered with the SEC. For
procedures for tendering, see "The Exchange Offer."

Tenders, Expiration Date,
The exchange offer will expire at 5:00 p.m. New York City time on June 5,
Withdrawal
2006 unless it is extended. If you decide to exchange your Old Notes for New
Notes, you must acknowledge that you are not engaging in, and do not intend
to engage in, a distribution of the New Notes. If you decide to tender your Old
Notes in the exchange offer, you may withdraw them at any time prior to
June 5, 2006. If we decide for any reason not to accept any Old Notes for
exchange, your Old Notes will be returned to you without expense to you
promptly after the exchange offer expires.

U.S. Federal Income Tax
Your exchange of Old Notes for New Notes in the exchange offer will not
Consequences
result in any income, gain or loss to you for U.S. federal income tax purposes.
See "Material U.S. Federal Income Tax Consequences of the Exchange Offer."

Use of Proceeds
We will not receive any proceeds from the issuance of the New Notes in the
exchange offer.

Exchange Agent
Citibank, N.A. is the exchange agent for the exchange offer.

Failure to Tender Your Old
If you fail to tender your Old Notes in the exchange offer, you will not have
Notes
any further rights under the registration rights agreement, including any right to
require us to register your Old Notes or to pay you additional interest.
You will be able to resell the New Notes without registering them with the SEC if you meet the
requirements described below
file:///U|/Tamara/exch%20Oracle%20Corp,%20Fltg%20...0Nts%20due%202011,%205.25%%20Nts%20due%202016.htm (9 of 87)6/29/2006 1:09:06 PM

e424b3
Based on interpretations by the SEC's staff in no-action letters issued to third parties, we believe that New
Notes issued in exchange for Old Notes in the exchange offer may be offered for resale, resold or
2
file:///U|/Tamara/exch%20Oracle%20Corp,%20Fltg%2...Nts%20due%202011,%205.25%%20Nts%20due%202016.htm (10 of 87)6/29/2006 1:09:06 PM

Document Outline

Local Disk
- #1">e424b3