
(Dollars in millions)	May 31, 2011		May 31, 2010
Commercial paper notes	$	—	$	881
Short-term borrowings (effective interest rate of 0.44%)		1,150		—
5.00% senior notes due January 2011, net of discount of $1 as of May 31, 2010		—		2,249
4.95% senior notes due April 2013		1,250		1,250
3.75% senior notes due July 2014, net of fair value adjustment of $69 and $33 as of May 31, 2011 and 2010, respectively(1)		1,569		1,533
5.25% senior notes due January 2016, net of discount of $5 and $6 as of May 31, 2011 and 2010, respectively		1,995		1,994
5.75% senior notes due April 2018, net of discount of $1 each as of May 31, 2011 and 2010		2,499		2,499
5.00% senior notes due July 2019, net of discount of $5 and $6 as of May 31, 2011 and 2010, respectively		1,745		1,744
3.875% senior notes due July 2020, net of discount of $2 as of May 31, 2011		998		—
6.50% senior notes due April 2038, net of discount of $2 each as of May 31, 2011 and 2010		1,248		1,248
6.125% senior notes due July 2039, net of discount of $8 each as of May 31, 2011 and 2010		1,242		1,242
5.375% senior notes due July 2040, net of discount of $25 as of May 31, 2011		2,225		—
Capital leases		1		15

Total borrowings	$	15,922	$	14,655

Notes payable, current and other current borrowings	$	1,150	$	3,145

Notes payable, non-current and other non-current borrowings	$	14,772	$	11,510

In July 2010, we issued $3.25 billion of fixed rate senior notes comprised of $1.0 billion of 3.875% notes due July 2020 (2020 Notes) and $2.25 billion of 5.375% notes due July 2040 (2040 Notes). We issued these senior notes in order to repay indebtedness, including the repayment of $2.25 billion of 5.00% senior notes that matured and were repaid in January 2011, for general corporate purposes, for future acquisitions and in order to replenish cash used to repay $1.0 billion of floating rate senior notes that matured in May 2010. As part of the offering of these senior notes, we entered into a registration rights agreement with the initial purchasers for the benefit of the holders of these senior notes in which we agreed that we will file with the SEC a registration statement with respect to senior notes identical in all material respects to these senior notes within fourteen months after the issue date of these senior notes and use commercially reasonable efforts to cause the registration statement to be declared effective under the U.S. Securities Act of 1933, as amended. If we fail to perform our registration obligations, holders of these senior notes will be entitled to additional payments based upon an additional interest rate of 0.25% per year that will accrue and be payable to holders of these senior notes generally from the date of the registration default. Upon the cure of a registration default, the interest rate on these senior notes will be reduced to the original interest rate.

In July 2009, we issued $4.5 billion of fixed rate senior notes comprised of $1.5 billion of 3.75% notes due July 2014 (2014 Notes), $1.75 billion of 5.00% notes due July 2019 (2019 Notes) and $1.25 billion of 6.125% notes due July 2039 (2039 Notes). We issued these senior notes for general corporate purposes and for our acquisition of Sun and acquisition related expenses.

In April 2008, we issued $5.0 billion of fixed rate senior notes, of which $1.25 billion of 4.95% senior notes is due April 2013 (2013 Notes), $2.5 billion of 5.75% senior notes is due April 2018 (2018 Notes), and $1.25 billion of 6.50% senior notes is due April 2038 (2038 Notes). We issued these senior notes for general corporate purposes and for our acquisition of BEA Systems, Inc. and acquisition related expenses.

In May 2007, we issued $2.0 billion of floating rate senior notes, of which $1.0 billion was due and paid in May 2009 and $1.0 billion was due and paid in May 2010. We had also entered into certain variable to fixed interest rate swap agreements related to these senior notes, which settled as of the same dates the notes were repaid (see Note 11).

In January 2006, we issued $5.75 billion of senior notes, of which $2.25 billion of 5.00% senior notes was due and paid in January 2011 and $2.0 billion of 5.25% senior notes due 2016 (2016 Notes) remained outstanding as of May 31, 2011.

The effective interest yields of the 2013 Notes, 2014 Notes, 2016 Notes, 2018 Notes, 2019 Notes, 2020 Notes, 2038 Notes, 2039 Notes and 2040 Notes (collectively, the Senior Notes) at May 31, 2011 were 4.96%, 3.75%, 5.32%, 5.76%, 5.05%, 3.90%, 6.52%, 6.19% and 5.45%, respectively. Interest is payable semi-annually for the Senior Notes. In September 2009, we entered into interest rate swap agreements that have the economic effect of modifying the fixed interest obligations associated with the 2014 Notes so that the interest payable on these notes effectively became variable (1.38% at May 31, 2011; see Note 11 for additional information). All of the Senior Notes may be redeemed at any time, subject to payment of a make-whole premium.

The Senior Notes rank pari passu with any other notes we may issue in the future pursuant to our commercial paper program (see additional discussion regarding our commercial paper program below) and all existing and future senior indebtedness of Oracle Corporation. All existing and future liabilities of the subsidiaries of Oracle Corporation are effectively senior to the Senior Notes and any of our commercial paper notes.

Separately, shortly after the closing of our acquisition of Sun we repaid, in full, $700 million of Sun’s legacy convertible notes in the third quarter of fiscal 2010.

We were in compliance with all debt-related covenants at May 31, 2011. Future principal payments for all of our borrowings at May 31, 2011 were as follows (in millions):


Fiscal 2012	$	1,150
Fiscal 2013		1,250
Fiscal 2014		—
Fiscal 2015		1,500
Fiscal 2016		2,000
Thereafter		10,000

Total	$	15,900

We entered into a commercial paper program in February 2006 (amended in May 2008) via dealer agreements with Banc of America Securities LLC and JP Morgan Securities, Inc. and an Issuing and Paying Agency Agreement entered into in February 2006 with JPMorgan Chase Bank, National Association (CP Program). On May 11, 2010, we reduced the overall capacity of our CP Program from $5.0 billion to $3.0 billion. Our ability to issue commercial paper notes in the future is highly dependent upon our ability to provide a “back-stop” by means of a revolving credit facility or other debt facility for amounts equal to or greater than the amounts of commercial paper notes we intend to issue. While presently we have no such facilities in place that may provide a back-stop to such commercial paper notes (see additional discussion under “Revolving Credit Agreements” below), we currently believe that, if needed, we could put in place one or more additional revolving credit facilities or other debt facility in a timely manner and on commercially reasonable terms.

During fiscal 2010, we issued $2.8 billion of unsecured short-term commercial paper notes pursuant to the CP Program (none in fiscal 2011 and 2009). As of May 31, 2011, we had no commercial paper notes outstanding compared to $881 million outstanding as of May 31, 2010.

On May 27, 2011, we entered into two revolving credit agreements with BNP Paribas, as initial lender and administrative agent; and BNP Paribas Securities Corp., as sole lead arranger and sole bookrunner (the 2011 Credit Agreements) to borrow $1.15 billion pursuant to these agreements. The 2011 Credit Agreements provided us with short-term borrowings for working capital and other general corporate purposes. Interest for the 2011 Credit Agreements is based on either (x) a “base rate” calculated as the highest of (i) BNP Paribas’s prime rate, (ii) the federal funds effective rate plus 0.50% and (iii) the LIBOR for deposits in U.S. dollars plus 1% or (y) LIBOR for deposits made in U.S. dollars plus 0.25%, depending on the type of borrowings made by us. Any amounts borrowed pursuant to the 2011 Credit Agreements are due no later than June 30, 2011, which is the termination date of the 2011 Credit Agreements.

The 2011 Credit Agreements contain certain customary representations, warranties and guarantees, covenants and pledges of certain assets made by us and our subsidiaries. Events of default result in the requirement to pay additional interest. If any of the events of default occur and are not cured, any unpaid amounts under the 2011 Credit Agreements may be declared immediately due and payable and the 2011 Credit Agreements may be terminated. We were in compliance with the 2011 Credit Agreements’ covenants as of May 31, 2011.

On March 14, 2011, our $3.0 billion, five-year Revolving Credit Agreement dated March 15, 2006, among Oracle and the lenders named therein (the 2006 Credit Agreement) expired pursuant to its terms. No debt was outstanding pursuant to the 2006 Credit Agreement as of its date of expiration.