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NOTES PAYABLE AND OTHER BORROWINGS
12 Months Ended
May 31, 2019
Debt Disclosure [Abstract]  
NOTES PAYABLE AND OTHER BORROWINGS

7.

NOTES PAYABLE AND OTHER BORROWINGS

Notes payable and other borrowings consisted of the following:

 

 

 

 

 

May 31, 2019

 

 

May 31, 2018

(Dollars in millions)

 

Date of

Issuance

 

Amount

 

 

Effective

Interest

Rate

 

 

Amount

 

 

Effective

Interest

Rate

Fixed-rate senior notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$1,500, 2.375%, due January 2019(1)

 

July 2013

 

 

 

N.A.

 

 

 

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

 

 

1,393

 

 

 

2.33%

 

 

 

1,446

 

 

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

 

July 2016

 

 

4,250

 

 

 

1.94%

 

 

 

4,250

 

 

1.94%

$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%

$1,250, 2.625%, due February 2023

 

November 2017

 

 

1,250

 

 

 

2.64%

 

 

 

1,250

 

 

2.64%

$1,000, 3.625%, due July 2023

 

July 2013

 

 

1,000

 

 

 

3.73%

 

 

 

1,000

 

 

3.73%

$2,500, 2.40%, due September 2023

 

July 2016

 

 

2,500

 

 

 

2.40%

 

 

 

2,500

 

 

2.40%

$2,000, 3.40%, due July 2024

 

July 2014

 

 

2,000

 

 

 

3.43%

 

 

 

2,000

 

 

3.43%

$2,000, 2.95%, due November 2024

 

November 2017

 

 

2,000

 

 

 

2.98%

 

 

 

2,000

 

 

2.98%

$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

 

 

836

 

 

 

3.17%

 

 

 

868

 

 

3.17%

$3,000, 2.65%, due July 2026

 

July 2016

 

 

3,000

 

 

 

2.69%

 

 

 

3,000

 

 

2.69%

$2,750, 3.25%, due November 2027

 

November 2017

 

 

2,750

 

 

 

3.26%

 

 

 

2,750

 

 

3.26%

$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

 

July 2016

 

 

1,250

 

 

 

3.85%

 

 

 

1,250

 

 

3.85%

$1,750, 3.80%, due November 2037

 

November 2017

 

 

1,750

 

 

 

3.83%

 

 

 

1,750

 

 

3.83%

$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

 

July 2016

 

 

3,000

 

 

 

4.00%

 

 

 

3,000

 

 

4.00%

$2,250, 4.00%, due November 2047

 

November 2017

 

 

2,250

 

 

 

4.03%

 

 

 

2,250

 

 

4.03%

$1,250, 4.375%, due May 2055

 

May 2015

 

 

1,250

 

 

 

4.40%

 

 

 

1,250

 

 

4.40%

Floating-rate senior notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$500, three-month LIBOR plus 0.58%, due January 2019

 

July 2013

 

 

 

N.A.

 

 

 

500

 

 

2.93%

$750, three-month LIBOR plus 0.51%, due October 2019

 

July 2014

 

 

750

 

 

 

3.10%

 

 

 

750

 

 

2.84%

Revolving credit agreements and other borrowings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$2,500, LIBOR plus 0.50%, due June 2018

 

May 2018

 

 

 

N.A.

 

 

 

2,500

 

 

2.48%

Other borrowings due August 2025

 

November 2016

 

 

113

 

 

 

3.53%

 

 

 

113

 

 

3.53%

Total senior notes and other borrowings

 

 

 

$

56,342

 

 

 

 

 

 

$

60,927

 

 

 

Unamortized discount/issuance costs

 

 

 

 

(202

)

 

 

 

 

 

 

(282

)

 

 

Hedge accounting fair value adjustments(1)(4)

 

 

 

 

27

 

 

 

 

 

 

 

(26

)

 

 

Total notes payable and other borrowings

 

 

 

$

56,167

 

 

 

 

 

 

$

60,619

 

 

 

Notes payable and other borrowings, current

 

 

 

$

4,494

 

 

 

 

 

 

$

4,491

 

 

 

Notes payable and other borrowings, non-current

 

 

 

$

51,673

 

 

 

 

 

 

$

56,128

 

 

 

 

(1)

We 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 that were due and settled in 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 3.00% as of May 31, 2018 for the January 2019 Notes; and 3.07% and 2.81%, respectively, for the October 2019 Notes, and 3.22% and 2.96%, respectively, for the July 2021 Notes as of May 31, 2019 and 2018, respectively. Refer to Notes 1 and 10 for a description of our accounting for fair value hedges associated with our October 2019 Notes and July 2021 Notes and to our Annual Report for the year ended May 31, 2018 for a description of our accounting for fair value hedges associated with our January 2019 Notes.

(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, 2019 and May 31, 2018, 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 10 for additional information).

(4)

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 rate as of May 31, 2019 and 2018 after consideration of the cross-currency interest rate swap agreements were 5.74% and 5.17%, respectively, for the July 2025 Notes. Refer to Notes 1 and 10 for a description of our accounting for fair value hedges.

Future principal payments (adjusted for the effects of the cross-currency swap agreements associated with the January 2021 Notes and July 2025 Notes) for all of our borrowings at May 31, 2019 were as follows (in millions):

 

Fiscal 2020

 

$

4,500

 

Fiscal 2021

 

 

2,631

 

Fiscal 2022

 

 

8,250

 

Fiscal 2023

 

 

3,750

 

Fiscal 2024

 

 

3,500

 

Thereafter

 

 

33,984

 

Total

 

$

56,615

 

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 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, 2019.

Revolving Credit Agreements

In May 2018, we borrowed $2.5 billion pursuant to three revolving credit agreements with JPMorgan Chase Bank, N.A., as initial lender and administrative agent (the 2018 Credit Agreements). In June 2018, we repaid the $2.5 billion and the 2018 Credit Agreements expired pursuant to their terms.

Commercial Paper Program and Commercial Paper Notes

Our existing $3.0 billion commercial paper program 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 pursuant to dealer agreements with various banks and an Issuing and Paying Agency Agreement with Deutsche Bank Trust Company Americas. As of May 31, 2019 and 2018, we did not have any outstanding commercial paper notes.