v3.25.2
NOTES PAYABLE AND OTHER BORROWINGS
 12 Months Ended
May 31, 2025
Debt Disclosure [Abstract]  
NOTES PAYABLE AND OTHER BORROWINGS
6.
NOTES PAYABLE AND OTHER BORROWINGS

Notes payable and other borrowings consisted of the following:

 

 

 

 

May 31,

 

 

 

 

2025

 

2024

(Amounts in millions)

 

Date of
Issuance

 

Amount

 

 

Effective
Interest
Rate

 

Amount

 

 

Effective
Interest
Rate

Fixed-rate senior notes:

 

 

 

 

 

 

 

 

 

 

 

 

$2,000, 3.40%, due July 2024

 

July 2014

 

$

—

 

 

N.A

 

$

2,000

 

 

3.43%

$2,000, 2.95%, due November 2024

 

November 2017

 

 

—

 

 

N.A

 

 

2,000

 

 

3.01%

$3,500, 2.50%, due April 2025

 

April 2020

 

 

—

 

 

N.A

 

 

3,500

 

 

2.54%

$2,500, 2.95%, due May 2025

 

May 2015

 

 

—

 

 

N.A

 

 

2,500

 

 

3.05%

€750, 3.125%, due July 2025(1)(2)

 

July 2013

 

 

841

 

 

3.17%

 

 

808

 

 

3.17%

$1,000, 5.80%, due November 2025

 

November 2022

 

 

1,000

 

 

5.93%

 

 

1,000

 

 

5.93%

$2,750, 1.65%, due March 2026

 

March 2021

 

 

2,750

 

 

1.67%

 

 

2,750

 

 

1.67%

$3,000, 2.65%, due July 2026

 

July 2016

 

 

3,000

 

 

2.73%

 

 

3,000

 

 

2.73%

$2,250, 2.80%, due April 2027

 

April 2020

 

 

2,250

 

 

2.87%

 

 

2,250

 

 

2.87%

$2,750, 3.25%, due November 2027

 

November 2017

 

 

2,750

 

 

3.29%

 

 

2,750

 

 

3.29%

$2,000, 2.30%, due March 2028

 

March 2021

 

 

2,000

 

 

2.36%

 

 

2,000

 

 

2.36%

$750, 4.50%, due May 2028

 

February 2023

 

 

750

 

 

4.60%

 

 

750

 

 

4.60%

$1,500, 4.80%, due August 2028(4)

 

February 2025

 

 

1,500

 

 

4.94%

 

 

—

 

 

N.A

$1,500, 4.20%, due September 2029(4)

 

September 2024

 

 

1,500

 

 

4.27%

 

 

—

 

 

N.A

$1,250, 6.15%, due November 2029

 

November 2022

 

 

1,250

 

 

6.21%

 

 

1,250

 

 

6.21%

$3,250, 2.95%, due April 2030

 

April 2020

 

 

3,250

 

 

3.00%

 

 

3,250

 

 

3.00%

$750, 4.65%, due May 2030

 

February 2023

 

 

750

 

 

4.75%

 

 

750

 

 

4.75%

$500, 3.25%, due May 2030

 

May 2015

 

 

500

 

 

3.35%

 

 

500

 

 

3.35%

$3,250, 2.875%, due March 2031

 

March 2021

 

 

3,250

 

 

2.92%

 

 

3,250

 

 

2.92%

$1,250, 5.25%, due February 2032(4)

 

February 2025

 

 

1,250

 

 

5.36%

 

 

—

 

 

N.A

$2,250, 6.25%, due November 2032

 

November 2022

 

 

2,250

 

 

6.32%

 

 

2,250

 

 

6.32%

$1,500, 4.90%, due February 2033

 

February 2023

 

 

1,500

 

 

4.95%

 

 

1,500

 

 

4.95%

$1,750, 4.30%, due July 2034

 

July 2014

 

 

1,750

 

 

4.30%

 

 

1,750

 

 

4.30%

$1,750, 4.70%, due September 2034(4)

 

September 2024

 

 

1,750

 

 

4.77%

 

 

—

 

 

N.A

$1,250, 3.90%, due May 2035

 

May 2015

 

 

1,250

 

 

4.00%

 

 

1,250

 

 

4.00%

$1,750, 5.50%, due August 2035(4)

 

February 2025

 

 

1,750

 

 

5.55%

 

 

—

 

 

N.A

$1,250, 3.85%, due July 2036

 

July 2016

 

 

1,250

 

 

3.89%

 

 

1,250

 

 

3.89%

$1,750, 3.80%, due November 2037

 

November 2017

 

 

1,750

 

 

3.86%

 

 

1,750

 

 

3.86%

$1,250, 6.50%, due April 2038

 

April 2008

 

 

1,250

 

 

6.51%

 

 

1,250

 

 

6.51%

$1,250, 6.125%, due July 2039

 

July 2009

 

 

1,250

 

 

6.17%

 

 

1,250

 

 

6.17%

$3,000, 3.60%, due April 2040

 

April 2020

 

 

3,000

 

 

3.64%

 

 

3,000

 

 

3.64%

$2,250, 5.375%, due July 2040

 

July 2010

 

 

2,250

 

 

5.45%

 

 

2,250

 

 

5.45%

$2,250, 3.65%, due March 2041

 

March 2021

 

 

2,250

 

 

3.72%

 

 

2,250

 

 

3.72%

$1,000, 4.50%, due July 2044

 

July 2014

 

 

1,000

 

 

4.50%

 

 

1,000

 

 

4.50%

$2,000, 4.125%, due May 2045

 

May 2015

 

 

2,000

 

 

4.20%

 

 

2,000

 

 

4.20%

$3,000, 4.00%, due July 2046

 

July 2016

 

 

3,000

 

 

4.03%

 

 

3,000

 

 

4.03%

$2,250, 4.00%, due November 2047

 

November 2017

 

 

2,250

 

 

4.05%

 

 

2,250

 

 

4.05%

$4,500, 3.60%, due April 2050

 

April 2020

 

 

4,500

 

 

3.64%

 

 

4,500

 

 

3.64%

$3,250, 3.95%, due March 2051

 

March 2021

 

 

3,250

 

 

3.98%

 

 

3,250

 

 

3.98%

$2,500, 6.90%, due November 2052

 

November 2022

 

 

2,500

 

 

6.94%

 

 

2,500

 

 

6.94%

$2,250, 5.55%, due February 2053

 

February 2023

 

 

2,250

 

 

5.62%

 

 

2,250

 

 

5.62%

 

 

 

 

May 31,

 

 

 

 

2025

 

2024

(Amounts in millions)

 

Date of
Issuance

 

Amount

 

 

Effective
Interest
Rate

 

Amount

 

 

Effective
Interest
Rate

$1,750, 5.375%, due September 2054(4)

 

September 2024

 

 

1,750

 

 

5.43%

 

 

—

 

 

N.A

$1,250, 4.375%, due May 2055

 

May 2015

 

 

1,250

 

 

4.44%

 

 

1,250

 

 

4.44%

$1,750, 6.00%, due August 2055(4)

 

February 2025

 

 

1,750

 

 

6.04%

 

 

—

 

 

N.A

$3,500, 3.85%, due April 2060

 

April 2020

 

 

3,500

 

 

3.89%

 

 

3,500

 

 

3.89%

$1,500, 4.10%, due March 2061

 

March 2021

 

 

1,500

 

 

4.13%

 

 

1,500

 

 

4.13%

$1,250, 5.50%, due September 2064(4)

 

September 2024

 

 

1,250

 

 

5.55%

 

 

—

 

 

N.A

$1,000, 6.125%, due August 2065(4)

 

February 2025

 

 

1,000

 

 

6.17%

 

 

—

 

 

N.A

Floating-rate senior notes:

 

 

 

 

 

 

 

 

 

 

 

 

$500, Compounded SOFR plus 0.76%, due August 2028(4)

 

February 2025

 

 

500

 

 

5.28%

 

 

—

 

 

N.A

Term loan credit agreements:

 

 

 

 

 

 

 

 

 

 

 

 

$790, SOFR plus 1.70%, due August 2025(3)

 

August 2022

 

 

—

 

 

N.A

 

 

790

 

 

6.99%

$170, SOFR plus 1.70%, due August 2025

 

November 2022

 

 

—

 

 

N.A

 

 

170

 

 

6.98%

$3,570, SOFR plus 1.70%, due August 2027(3)

 

August 2022

 

 

—

 

 

N.A

 

 

3,570

 

 

6.99%

$1,100, SOFR plus 1.70%, due August 2027

 

November 2022

 

 

—

 

 

N.A

 

 

1,100

 

 

6.98%

$5,630, SOFR plus 1.35%, due August 2027(3)

 

June 2024

 

 

5,419

 

 

6.10%

 

 

—

 

 

N.A

Commercial paper notes

 

 

 

 

2,294

 

 

4.88%

 

 

401

 

 

5.43%

Other borrowings due August 2025

 

November 2016

 

 

113

 

 

3.53%

 

 

113

 

 

3.53%

Total senior notes and other borrowings

 

 

 

$

92,917

 

 

 

 

$

87,202

 

 

 

Unamortized discount/issuance costs

 

 

 

 

(348

)

 

 

 

 

(302

)

 

 

Hedge accounting fair value adjustments(2)

 

 

 

 

(1

)

 

 

 

 

(31

)

 

 

Total notes payable and other borrowings

 

 

 

$

92,568

 

 

 

 

$

86,869

 

 

 

Notes payable and other borrowings, current

 

 

 

$

7,271

 

 

 

 

$

10,605

 

 

 

Notes payable and other borrowings, non-current

 

 

 

$

85,297

 

 

 

 

$

76,264

 

 

 

 

(1)
In July 2013, we issued €750 million of 3.125% senior notes due July 2025 (July 2025 Notes). Principal and unamortized discount/issuance costs for the July 2025 Notes in the table above were calculated using foreign currency exchange rates, as applicable, as of May 31, 2025 and May 31, 2024, respectively. The July 2025 Notes are registered and traded on the New York Stock Exchange.
(2)
In fiscal 2018 we entered into certain cross-currency interest rate swap agreements 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 variable-rate, U.S. Dollar-denominated debt of $871 million based on LIBOR. The effective interest rates as of May 31, 2025 and 2024 after consideration of the cross-currency interest rate swap agreements were 7.77% and 8.76%, respectively, for the July 2025 Notes. Refer to Note 1 for a description of our accounting for fair value hedges.
(3)
In fiscal 2023, we entered into certain interest rate swap agreements that have the economic effect of converting our $4.7 billion of floating-rate borrowings pursuant to the Term Loan Credit Agreement (defined below) until its repayment and subsequently, borrowings under the Term Loan Credit Agreement 2 (defined below) for the same amount to fixed-rate borrowings with a fixed annual interest rate of 3.07%, plus a margin depending on the credit rating assigned to our long-term senior unsecured debt, as further discussed below. The effective interest rates after consideration of the interest rate swap agreements were 4.74% for each of fiscal 2025 for borrowings under the Term Loan Credit Agreement 2 (defined below) and fiscal 2024 for borrowings under the Term Loan Credit Agreement. Refer to Note 1 for a description of our accounting for cash flow hedges.
(4)
In fiscal 2025, we issued $14.0 billion of senior notes and intend to use the net proceeds from the issuance of the senior notes to repay all or a portion of senior notes due between November 2024 and July 2026, and to pay accrued interest and any related premiums, fees and expenses in connection therewith; to make scheduled payments of principal and interest on borrowings under the Term Loan Credit Agreement 2 (defined below); to repay all or a portion of commercial paper notes outstanding; and to use any remaining net proceeds from the borrowing for general corporate purposes, which may include stock repurchases, payment of cash dividends on our common stock, repayment of other indebtedness and future acquisitions. The interest is payable semi-annually for the fixed-rate senior notes and quarterly for the floating-rate senior notes. We may redeem some or all of the fixed-rate senior notes of each series prior to their maturity, subject to certain restrictions, and the payment of an applicable make-whole premium in certain instances.

Future principal payments (adjusted for the effects of the cross-currency interest rate swap agreements associated with the July 2025 Notes) for all of our borrowings at May 31, 2025 were as follows (in millions):

 

Fiscal 2026

 

$

7,309

 

Fiscal 2027

 

 

5,743

 

Fiscal 2028

 

 

10,145

 

Fiscal 2029

 

 

2,000

 

Fiscal 2030

 

 

7,250

 

Thereafter

 

 

60,500

 

Total

 

$

92,947

 

 

Senior Notes

Interest is payable semi-annually for the senior notes listed in the above table, except for the Euro Notes for which interest is payable annually and the floating-rate senior notes for which interest is payable quarterly. We may redeem some or all of the senior notes of each series prior to their maturity, subject to certain restrictions, and the payment of an applicable make-whole premium in certain instances except for the floating-rate senior notes, which may not be redeemed prior to their maturity.

The senior notes rank pari passu with all existing and future notes issued pursuant to our commercial paper program (see additional discussion regarding our commercial paper program below) and all existing and future unsecured senior indebtedness of Oracle Corporation, including the Revolving Credit Agreement and the Term Loan Credit Agreement 2, each as defined and described further below. All existing and future liabilities of the subsidiaries of Oracle Corporation are or will be effectively senior to the senior notes and Commercial Paper Notes (defined below), borrowings under the Term Loan Credit Agreement 2 (defined below) and any future borrowings pursuant to the Revolving Credit Agreement. We were in compliance with all debt-related covenants at May 31, 2025.

Revolving Credit Agreement

Our Revolving Credit Agreement provides for an unsecured $6.0 billion, five-year revolving credit facility (the Revolving Facility) to be used for our working capital purposes and for other general corporate purposes. Subject to certain conditions stated in the Revolving Credit Agreement, we may borrow, prepay and reborrow amounts under the Revolving Facility during the term of the Revolving Credit Agreement. All amounts borrowed under the Revolving Credit Agreement will become due on March 8, 2027, unless the commitments are terminated earlier either at our request or, if an event of default occurs, by the lenders (or automatically in the case of certain bankruptcy-related events). Interest is based on either (a) a Term SOFR-based formula plus a margin of 87.5 basis points to 150.0 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin up to 50.0 basis points, depending on the same such credit rating, each as set forth in the Revolving Credit Agreement. As of May 31, 2025 and 2024, we did not have any outstanding borrowing under the Revolving Credit Agreement.

Term Loan Credit Agreements

During fiscal 2023, pursuant to a term loan credit agreement (Term Loan Credit Agreement) providing for an aggregate term loan commitment of $5.6 billion, we borrowed $4.7 billion under term loan 1 facility (Term Loan 1 Facility) and $960 million under term loan 2 facility (Term Loan 2 Facility and, together with the Term Loan 1 Facility, the Term Loan Facilities).

The Term Loan Credit Agreement provided for repayment of borrowings under the Term Loan Facilities as follows:

•
an amount equal to the amount borrowed reduced by any prepayments multiplied by 1.25% on September 30, 2024 and quarterly thereafter until June 30, 2026;
•
an amount equal to the amount borrowed reduced by any prepayments multiplied by 2.50% on September 30, 2026 and quarterly thereafter until June 30, 2027; and
•
any remaining unpaid principal balance under the Term Loan 1 Facility will become fully due and payable on August 16, 2027 and any remaining unpaid principal balance under the Term Loan 2 Facility will become fully due and payable on August 16, 2025 (subject to any extension of the Term Loan 2 Facility termination date, as set out below), unless the outstanding loans are prepaid earlier at the request of Oracle or accelerated by the lenders if an event of default occurs.

Interest was based on either (a) a Term SOFR-based formula plus a margin of 147.5 basis points to 197.5 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin of 47.5 basis points to 97.5 basis points, depending on the same such credit rating, each as set forth in the Term Loan Credit Agreement.

We were in compliance with all covenants under the Term Loan Credit Agreement as of May 31, 2024.

On June 10, 2024, we terminated our Term Loan Credit Agreement and repaid the principal amount outstanding together with interest accrued up to the date of repayment. Simultaneously, we borrowed up to the maximum commitment amount of $5.6 billion pursuant to a term loan credit agreement (Term Loan Credit Agreement 2) executed on the same date. The critical terms of the Term Loan Credit Agreement 2 are similar to the critical terms of the Term Loan Credit Agreement, except for terms related to the interest, the consolidation of two term loan facilities under Term Loan Credit Agreement into a single facility under the Term Loan Credit Agreement 2 and the options to extend the Term Loan Credit Agreement 2. Interest is based on either (a) a Term SOFR-based formula plus a margin of 112.5 basis points to 162.5 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin of 12.5 basis points to 62.5 basis points, depending on the same such credit rating, each as set forth in the Term Loan Credit Agreement 2.

The Term Loan Credit Agreement 2 provides for repayment of borrowing as follows:

•
an amount equal to the amount borrowed reduced by any prepayments multiplied by 1.25% on September 30, 2024 and quarterly thereafter until June 30, 2026;
•
an amount equal to the amount borrowed reduced by any prepayments multiplied by 2.50% on September 30, 2026 and quarterly thereafter until June 30, 2027; and
•
any remaining unpaid principal balance under the Term Loan Credit Agreement 2 will become fully due and payable on August 16, 2027 (subject to any extension of the Term Loan Credit Agreement 2 termination date, as set out below), unless the outstanding loans are prepaid earlier at the request of Oracle or accelerated by the lenders if an event of default occurs.

The termination date of the Term Loan Credit Agreement 2 may be extended at our sole option by up to 2 years. The termination date of the Term Loan Credit Agreement 2 may also be further extended at each lender’s option by up to 2 years.

We were in compliance with all covenants under the Term Loan Credit Agreement 2 as of May 31, 2025.

Commercial Paper Program and Commercial Paper Notes

Our existing $6.0 billion commercial paper program allows us to issue and sell unsecured short-term promissory notes (Commercial Paper Notes) pursuant to a private placement exemption from the registration requirements under federal and state securities laws pursuant to dealer agreements with various banks and an Issuing and Paying Agency Agreement with Deutsche Bank Trust Company Americas.

There were $2.3 billion and $401 million of outstanding Commercial Paper Notes as of May 31, 2025 and 2024, respectively. We used the net proceeds from the issuance of commercial paper for general corporate purposes.