v3.26.1
NOTES PAYABLE AND OTHER BORROWINGS
 12 Months Ended
May 31, 2026
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,

 

 

 

 

2026

 

2025

(Amounts in millions)

 

Date of
Issuance

 

Amount

 

 

Effective
Interest
Rate

 

Amount

 

 

Effective
Interest
Rate

Fixed-rate senior notes:

 

 

 

 

 

 

 

 

 

 

 

 

€750, 3.125%, due July 2025(1)

 

July 2013

 

$

—

 

 

N.A

 

$

841

 

 

3.17%

$1,000, 5.80%, due November 2025

 

November 2022

 

 

—

 

 

N.A

 

 

1,000

 

 

5.93%

$2,750, 1.65%, due March 2026

 

March 2021

 

 

—

 

 

N.A

 

 

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

 

February 2025

 

 

1,500

 

 

4.94%

 

 

1,500

 

 

4.94%

$3,000, 4.55%, due February 2029(3)

 

February 2026

 

 

3,000

 

 

4.74%

 

 

—

 

 

N.A

$1,500, 4.20%, due September 2029

 

September 2024

 

 

1,500

 

 

4.27%

 

 

1,500

 

 

4.27%

$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%

$3,000, 4.45%, due September 2030(3)

 

September 2025

 

 

3,000

 

 

4.55%

 

 

—

 

 

N.A

$3,500, 4.95%, due February 2031(3)

 

February 2026

 

 

3,500

 

 

5.08%

 

 

—

 

 

N.A

$3,250, 2.875%, due March 2031

 

March 2021

 

 

3,250

 

 

2.92%

 

 

3,250

 

 

2.92%

$1,250, 5.25%, due February 2032

 

February 2025

 

 

1,250

 

 

5.36%

 

 

1,250

 

 

5.36%

$3,000, 4.80%, due September 2032(3)

 

September 2025

 

 

3,000

 

 

4.87%

 

 

—

 

 

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%

$3,000, 5.35%, due May 2033(3)

 

February 2026

 

 

3,000

 

 

5.42%

 

 

—

 

 

N.A

$1,750, 4.30%, due July 2034

 

July 2014

 

 

1,750

 

 

4.30%

 

 

1,750

 

 

4.30%

$1,750, 4.70%, due September 2034

 

September 2024

 

 

1,750

 

 

4.77%

 

 

1,750

 

 

4.77%

$1,250, 3.90%, due May 2035

 

May 2015

 

 

1,250

 

 

4.00%

 

 

1,250

 

 

4.00%

$1,750, 5.50%, due August 2035

 

February 2025

 

 

1,750

 

 

5.55%

 

 

1,750

 

 

5.55%

$4,000, 5.20%, due September 2035(3)

 

September 2025

 

 

4,000

 

 

5.25%

 

 

—

 

 

N.A

$5,000, 5.70%, due February 2036(3)

 

February 2026

 

 

5,000

 

 

5.78%

 

 

—

 

 

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%

$2,500, 5.875%, due September 2045(3)

 

September 2025

 

 

2,500

 

 

5.91%

 

 

—

 

 

N.A

$2,250, 6.55%, due February 2046(3)

 

February 2026

 

 

2,250

 

 

6.59%

 

 

—

 

 

N.A

$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%

$1,750, 5.375%, due September 2054

 

September 2024

 

 

1,750

 

 

5.43%

 

 

1,750

 

 

5.43%

$1,250, 4.375%, due May 2055

 

May 2015

 

 

1,250

 

 

4.44%

 

 

1,250

 

 

4.44%

$1,750, 6.00%, due August 2055

 

February 2025

 

 

1,750

 

 

6.04%

 

 

1,750

 

 

6.04%

$3,500, 5.95%, due September 2055(3)

 

September 2025

 

 

3,500

 

 

6.05%

 

 

—

 

 

N.A

$5,000, 6.70%, due February 2056(3)

 

February 2026

 

 

5,000

 

 

6.74%

 

 

—

 

 

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%

 

 

 

 

May 31,

 

 

 

 

2026

 

2025

(Amounts in millions)

 

Date of
Issuance

 

Amount

 

 

Effective
Interest
Rate

 

Amount

 

 

Effective
Interest
Rate

$1,250, 5.50%, due September 2064

 

September 2024

 

 

1,250

 

 

5.55%

 

 

1,250

 

 

5.55%

$1,000, 6.125%, due August 2065

 

February 2025

 

 

1,000

 

 

6.17%

 

 

1,000

 

 

6.17%

$2,000, 6.10%, due September 2065(3)

 

September 2025

 

 

2,000

 

 

6.17%

 

 

—

 

 

N.A

$2,750, 6.85%, due February 2066(3)

 

February 2026

 

 

2,750

 

 

6.89%

 

 

—

 

 

N.A

Floating-rate senior notes:

 

 

 

 

 

 

 

 

 

 

 

 

$500, Compounded SOFR plus 0.76%, due August 2028

 

February 2025

 

 

500

 

 

4.43%

 

 

500

 

 

5.28%

$500, Compounded SOFR plus 1.11%, due February 2029(3)

 

February 2026

 

 

500

 

 

4.78%

 

 

—

 

 

N.A

Term loan credit agreements:

 

 

 

 

 

 

 

 

 

 

 

 

$5,630, SOFR plus 1.35%, due August 2027(2)

 

June 2024

 

 

5,137

 

 

5.29%

 

 

5,419

 

 

6.10%

Commercial paper notes

 

 

 

 

1,468

 

 

4.35%

 

 

2,294

 

 

4.88%

Other borrowings due August 2025

 

November 2016

 

 

—

 

 

N.A

 

 

113

 

 

3.53%

Total senior notes and other borrowings

 

 

 

$

130,105

 

 

 

 

$

92,917

 

 

 

Unamortized discount/issuance costs

 

 

 

 

(564

)

 

 

 

 

(348

)

 

 

Hedge accounting fair value adjustments(1)

 

 

 

 

—

 

 

 

 

 

(1

)

 

 

Total notes payable and other borrowings

 

 

 

$

129,541

 

 

 

 

$

92,568

 

 

 

Notes payable and other borrowings, current

 

 

 

$

7,199

 

 

 

 

$

7,271

 

 

 

Notes payable and other borrowings, non-current

 

 

 

$

122,342

 

 

 

 

$

85,297

 

 

 

 

(1)
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 after consideration of the cross-currency interest rate swap agreements were 7.77% for the July 2025 Notes. Refer to Note 1 for a description of our accounting for fair value hedges. The July 2025 Notes were repaid in full upon maturity in July 2025.
(2)
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 2026 and 2025, for borrowings under the Term Loan Credit Agreement 2 (defined below). Refer to Note 1 for a description of our accounting for cash flow hedges.
(3)
In fiscal 2026, we issued $43.0 billion of senior notes for general corporate purposes, which may include capital expenditures, repayment of indebtedness, future investments or acquisitions and payment of cash dividends on or repurchases of our common stock.

Future principal payments for all of our borrowings at May 31, 2026 were as follows (in millions):

 

Fiscal 2027

 

$

7,210

 

Fiscal 2028

 

 

10,145

 

Fiscal 2029

 

 

5,500

 

Fiscal 2030

 

 

7,250

 

Fiscal 2031

 

 

9,750

 

Thereafter

 

 

90,250

 

Total

 

$

130,105

 

Senior Notes

Interest is payable semi-annually for the senior notes listed in the above table, except for the floating-rate senior notes for which interest is payable quarterly. 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 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, 2026.

Revolving Credit Agreement

On March 6, 2026, we terminated our existing $6.0 billion, five-year revolving credit agreement among us, as borrower, Bank of America, N.A., as administrative agent, and the lenders and other agents named therein, which was originally scheduled to terminate on March 8, 2027. On March 6, 2026, we entered into a new $10.0 billion, five-year revolving credit agreement (the Revolving Credit Agreement) among us, as borrower, Bank of America, N.A., as administrative agent, and the lenders and other agents named therein, which provides for an unsecured $10.0 billion, five-year revolving credit facility (the Revolving Facility) to us for 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 6, 2031, 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 Secured Overnight Financing Rate (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 of 0.0 basis point 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, 2026, we did not have any outstanding borrowings under the Revolving Credit Agreement.

The Revolving Credit Agreement contains certain customary representations and warranties, covenants and events of default, including the requirement that the ratio of “Consolidated EBITDA” to “Consolidated Net Interest Expense” (each term as defined in the Revolving Credit Agreement) of Oracle and its subsidiaries shall not be less than 3.0 to 1.0 at the end of any fiscal quarter during the period that the Revolving Credit Agreement is effective. If an event of default occurs under the Revolving Credit Agreement and is not cured within applicable grace periods or waived, any unpaid amounts under the Revolving Credit Agreement may be declared immediately due and payable and the commitments under the agreement may be terminated.

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).

During fiscal 2025, 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.

Commercial Paper Program and Commercial Paper Notes

On March 6, 2026, our commercial paper program was increased to $10.0 billion. Our 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 $1.5 billion and $2.3 billion of outstanding Commercial Paper Notes as of May 31, 2026 and 2025, respectively. We used the net proceeds from the issuance of commercial paper for general corporate purposes.