8.	NOTES PAYABLE AND OTHER BORROWINGS

Notes payable and other borrowings consisted of the following:

		May 31, 2017				May 31, 2016
(Dollars in millions)	Date of Issuance	Amount			Effective Interest Rate	Amount			Effective Interest Rate
Fixed-rate senior notes:
$2,500, 1.20%, due October 2017	October 2012	$	2,500		1.24%	$	2,500		1.24%
$2,500, 5.75%, due April 2018	April 2008		2,500		5.76%		2,500		5.76%
$1,500, 2.375%, due January 2019⁽¹⁾	July 2013		1,500		2.44%		1,500		2.44%
$1,750, 5.00%, due July 2019	July 2009		1,750		5.05%		1,750		5.05%
$2,000, 2.25%, due October 2019⁽¹⁾	July 2014		2,000		2.27%		2,000		2.27%
$1,000, 3.875%, due July 2020	July 2010		1,000		3.93%		1,000		3.93%
€1,250, 2.25%, due January 2021⁽²⁾⁽³⁾	July 2013		1,395		2.33%		1,394		2.33%
$1,500, 2.80%, due July 2021⁽¹⁾	July 2014		1,500		2.82%		1,500		2.82%
$4,250, 1.90%, due September 2021⁽⁵⁾	July 2016		4,250		1.94%		—		N.A.
$2,500, 2.50%, due May 2022	May 2015		2,500		2.56%		2,500		2.56%
$2,500, 2.50%, due October 2022	October 2012		2,500		2.51%		2,500		2.51%
$1,000, 3.625%, due July 2023	July 2013		1,000		3.73%		1,000		3.73%
$2,500, 2.40%, due September 2023⁽⁵⁾	July 2016		2,500		2.40%		—		N.A.
$2,000, 3.40%, due July 2024	July 2014		2,000		3.43%		2,000		3.43%
$2,500, 2.95%, due May 2025	May 2015		2,500		3.00%		2,500		3.00%
€750, 3.125%, due July 2025⁽²⁾⁽⁴⁾	July 2013		837		3.17%		836		3.17%
$3,000, 2.65%, due July 2026⁽⁵⁾	July 2016		3,000		2.69%		—		N.A.
$500, 3.25%, due May 2030	May 2015		500		3.30%		500		3.30%
$1,750, 4.30%, due July 2034	July 2014		1,750		4.30%		1,750		4.30%
$1,250, 3.90%, due May 2035	May 2015		1,250		3.95%		1,250		3.95%
$1,250, 3.85%, due July 2036⁽⁵⁾	July 2016		1,250		3.85%		—		N.A.
$1,250, 6.50%, due April 2038	April 2008		1,250		6.52%		1,250		6.52%
$1,250, 6.125%, due July 2039	July 2009		1,250		6.19%		1,250		6.19%
$2,250, 5.375%, due July 2040	July 2010		2,250		5.45%		2,250		5.45%
$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		4.15%		2,000		4.15%
$3,000, 4.00%, due July 2046⁽⁵⁾	July 2016		3,000		4.00%		—		N.A.
$1,250, 4.375%, due May 2055	May 2015		1,250		4.40%		1,250		4.40%
Floating-rate senior notes:
$1,000, three-month LIBOR plus 0.20%, due July 2017	July 2014		1,000		1.35%		1,000		0.83%
$500, three-month LIBOR plus 0.58%, due January 2019	July 2013		500		1.74%		500		1.21%
$750, three-month LIBOR plus 0.51%, due October 2019	July 2014		750		1.67%		750		1.14%
Revolving credit agreements and other borrowings:
$3,800, LIBOR plus 0.50%, due June 2017	May 2017		3,800		1.54%		—		N.A.
$3,750, LIBOR plus 0.35%, due June 2016	May 2016		—		N.A.		3,750		0.81%
Other borrowings due August 2025	November 2016		113		3.53%		—		N.A.
Total senior notes and other borrowings		$	58,145			$	43,980
Unamortized discount/issuance costs			(276	)			(247	)
Hedge accounting fair value adjustments⁽¹⁾			40				122
Total notes payable and other borrowings		$	57,909			$	43,855
Notes payable and other borrowings, current		$	9,797			$	3,750
Notes payable and other borrowings, non-current		$	48,112			$	40,105

⁽¹⁾

We have entered into certain interest rate swap agreements that have the economic effects of modifying the fixed-interest obligations associated with the 2.375% senior notes due January 2019 (January 2019 Notes), the 2.25% senior notes due October 2019 (October 2019 Notes) and the 2.80% senior notes due July 2021 (July 2021 Notes) so that the interest payable on these notes effectively became variable based on LIBOR. The effective interest rates after consideration of these fixed to variable interest rate swap agreements were 1.81% and 1.28% for the January 2019 Notes, 1.64% and 1.11% for the October 2019 Notes, and 1.79% and 1.26% for the July 2021 Notes as of May 31, 2017 and 2016, respectively. Refer to Notes 1 and 11 for a description of our accounting for fair value hedges.

⁽²⁾

In July 2013, we issued €2.0 billion of fixed-rate senior notes comprised of €1.25 billion of 2.25% senior notes due January 2021 (January 2021 Notes) and €750 million of 3.125% senior notes due July 2025 (July 2025 Notes, and together with the January 2021 Notes, the Euro Notes). Principal and unamortized discount/issuance costs for the Euro Notes in the table above were calculated using foreign currency exchange rates as of May 31, 2017 and May 31, 2016, respectively. The Euro Notes are registered and trade on the New York Stock Exchange.

⁽³⁾

In connection with the issuance of the January 2021 Notes, we entered into certain cross-currency 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 fixed-rate, U.S. Dollar-denominated debt of $1.6 billion with a fixed annual interest rate of 3.53% (see Note 11 for additional information).

⁽⁴⁾

We designated the July 2025 Notes as a net investment hedge of our investments in certain of our international subsidiaries that use the Euro as their functional currency in order to reduce the volatility in stockholders’ equity caused by the changes in foreign currency exchange rates of the Euro with respect to the U.S. Dollar (see Note 11 for additional information).

⁽⁵⁾

In July 2016, we issued $14.0 billion of senior notes for general corporate purposes, which may include stock repurchases, payment of cash dividends on our common stock and repayment of indebtedness and future acquisitions. The interest is payable semi-annually. 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.

Future principal payments (adjusted for the effects of the cross-currency swap agreements associated with the January 2021 Notes) for all of our borrowings at May 31, 2017 were as follows (in millions):

Fiscal 2018	$	9,800
Fiscal 2019		2,000
Fiscal 2020		4,500
Fiscal 2021		2,395
Fiscal 2022		8,250
Thereafter		31,200
Total	$	58,145

Senior Notes

Interest is payable semi-annually for the senior notes 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 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 unsecured senior indebtedness of Oracle Corporation. All existing and future liabilities of the subsidiaries of Oracle Corporation are or will be effectively senior to the senior notes and any future issuances of commercial paper notes. We were in compliance with all debt-related covenants at May 31, 2017.

Revolving Credit Agreements

In May 2017, we entered into four revolving credit agreements with JPMorgan Chase Bank, N.A., as initial lender and administrative agent (the 2017 Credit Agreements) and borrowed $3.8 billion pursuant to these agreements. The 2017 Credit Agreements provided us with short-term borrowings for working capital and other general corporate purposes. Interest for the 2017 Credit Agreements is based on either (1) a LIBOR-based formula or (2) the Base Rate formula, each as set forth in the 2017 Credit Agreements. The borrowings are due and payable on June 29, 2017, which is the termination date of the 2017 Credit Agreements.

In May 2016, we borrowed $3.8 billion pursuant to three revolving credit agreements with JPMorgan Chase Bank, N.A., as initial lender and administrative agent (the 2016 Credit Agreements). In June 2016, we repaid the $3.8 billion and the 2016 Credit Agreements expired pursuant to their terms.

In April 2013, we entered into a $3.0 billion Revolving Credit Agreement with Wells Fargo Bank, N.A., Bank of America, N.A., BNP Paribas, JPMorgan Chase Bank, N.A. and certain other lenders (the 2013 Credit Agreement). The 2013 Credit Agreement provides for an unsecured 5-year revolving credit facility to be used for general corporate purposes including back-stopping any commercial paper notes that we may issue. Subject to certain conditions stated in the 2013 Credit Agreement, we may borrow, prepay and re-borrow amounts under the 2013 Credit Agreement at any time during the term of the 2013 Credit Agreement. Interest under the 2013 Credit Agreement is based on either (a) a LIBOR-based formula or (b) the Base Rate formula, each as set forth in the 2013 Credit Agreement. Any amounts drawn pursuant to the 2013 Credit Agreement are due on April 20, 2018. No amounts were outstanding pursuant to the 2013 Credit Agreement as of May 31, 2017 and 2016.

The 2013 Credit Agreement contains certain customary representations and warranties, covenants and events of default. If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts owed under the agreement to which the default relates may be declared immediately due and payable and the relevant agreement may be terminated. We were in compliance with the 2013 Credit Agreement covenants as of May 31, 2017.

Commercial Paper Program and Commercial Paper Notes

In April 2013, pursuant to our existing $3.0 billion commercial paper program which allows us to issue and sell unsecured short-term promissory notes pursuant to a private placement exemption from the registration requirements under federal and state securities laws, we entered into new dealer agreements with various banks and a new Issuing and Paying Agency Agreement with JP Morgan Chase Bank, N.A (JP Morgan). Effective on December 22, 2014, Deutsche Bank Trust Companies Americas became the Successor Issuing and Paying Agent replacing JP Morgan. Since that time, we have entered into new dealer agreements with additional banks. As of May 31, 2017 and 2016, we did not have any outstanding commercial paper notes. We intend to back-stop any commercial paper notes that we may issue in the future with the 2013 Credit Agreement.

Other Borrowings Activities

In connection with our acquisition of NetSuite in the second quarter of fiscal 2017 (see Note 2 above), we assumed $310 million par value of legacy NetSuite convertible notes (NetSuite Debt), which had a fair value of $342 million as of the acquisition date. Our acquisition of NetSuite triggered (a) the right of holders of the NetSuite Debt to convert their debt holdings into an amount payable in cash, at any time through December 22, 2016, based upon conversion formulas that are contained within the NetSuite Debt indenture and (b) the obligation of NetSuite to offer to repurchase the NetSuite Debt from each holder at a purchase price equal to par, plus accrued and unpaid interest, which offer expired on December 21, 2016. In December 2016, we repurchased and settled for cash substantially all of the NetSuite Debt.

In the second quarter of fiscal 2017, we assumed $113 million of debt that bears interest at 3.53% and matures in August 2025 in connection with our acquisition of certain land and buildings.