ORACLE CORP
For the period ended May 31, 2024. Filed Jun 20, 2024.
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FY2024 · Filed Jun 20, 2024
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Item 16. Form 10-K Summary
None.
INDEX OF EXHIBITS
The following exhibits are filed or furnished herewith or are incorporated by reference to exhibits previously filed with the U.S. Securities and Exchange Commission.
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed By |
| 3.01 | Amended and Restated Certificate of Incorporation of Oracle Corporation and Certificate of Amendment of Amended and Restated Certificate of Incorporation of Oracle Corporation | 8-K 12G3 | 000-51788 | 3.1 | 2/6/06 | Oracle Corporation |
| 3.02 | Amended and Restated Bylaws of Oracle Corporation | 8-K | 001-35992 | 3.02 | 11/17/23 | Oracle Corporation |
| 4.01 | Specimen Certificate of Oracle Corporation’s Common Stock | S-3 ASR | 333-166643 | 4.4 | 5/7/10 | Oracle Corporation |
| 4.02 | Indenture dated January 13, 2006, among Ozark Holding Inc., Oracle Corporation and Citibank, N.A. | 8-K | 000-14376 | 10.34 | 1/20/06 | Oracle Systems Corporation |
| 4.03 | First Supplemental Indenture dated May 9, 2007 among Oracle Corporation, Citibank, N.A. and The Bank of New York Trust Company, N.A. | S-3 ASR | 333-142796 | 4.3 | 5/10/07 | Oracle Corporation |
| 4.04 | Form of 6.50% Note due 2038, together with Officers’ Certificate issued April 9, 2008 setting forth the terms of the Note | 8-K | 000-51788 | 4.09 | 4/8/08 | Oracle Corporation |
| 4.05 | Form of 6.125% Note due 2039, together with Officers’ Certificate issued July 8, 2009 setting forth the terms of the Note | 8-K | 000-51788 | 4.08 | 7/8/09 | Oracle Corporation |
| 4.06 | Form of 2040 Note, together with Officers’ Certificate issued July 19, 2010 setting forth the terms of the Note | 10-Q | 000-51788 | 4.08 | 9/20/10 | Oracle Corporation |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed By |
| 4.07 | Form of New 2040 Note | S-4 | 333-176405 | 4.5 | 8/19/11 | Oracle Corporation |
| 4.08 | Form of 3.125% Note due 2025, together with Officers’ Certificate issued July 10, 2013 setting forth the terms of the Note | 8-K | 001-35992 | 4.11 | 7/10/13 | Oracle Corporation |
| 4.09 | Forms of 3.40% Note due 2024, 4.30% Note due 2034 and 4.50% Note due 2044, together with Officers’ Certificate issued July 8, 2014 setting forth the terms of the Notes | 8-K | 001-35992 | 4.13 | 7/8/14 | Oracle Corporation |
| 4.10 | Forms of 2.95% Notes due 2025, 3.25% Notes due 2030, 3.90% Notes due 2035, 4.125% Notes due 2045 and 4.375% Notes due 2055, together with Officers’ Certificate issued May 5, 2015 setting forth the terms of the Notes | 8-K | 001-35992 | 4.13 | 5/5/15 | Oracle Corporation |
| 4.11 | Forms of 2.65% Notes due 2026, 3.85% Notes due 2036 and 4.00% Notes due 2046, together with Officers’ Certificate issued July 7, 2016 setting forth the terms of the Notes | 8-K | 001-35992 | 4.1 | 7/7/16 | Oracle Corporation |
| 4.12 | Forms of 2.950% Notes due 2024, 3.250% Notes due 2027, 3.800% Notes due 2037 and 4.000% Notes due 2047, together with Officers’ Certificate issued November 9, 2017 setting forth the terms of the Notes | 8-K | 001-35992 | 4.1 | 11/9/17 | Oracle Corporation |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed By |
| 4.13 | Forms of 2.500% Notes due 2025, 2.800% Notes due 2027, 2.950% Notes due 2030, 3.600% Notes due 2040, 3.600% Notes due 2050 and 3.850% Notes due 2060, together with Officers’ Certificate issued April 1, 2020 setting forth the terms of the Notes | 8-K | 001-35992 | 4.1 | 4/1/20 | Oracle Corporation |
| 4.14 | Forms of 1.650% Notes due 2026, 2.300% Notes due 2028, 2.875% Notes due 2031, 3.650% Notes due 2041, 3.950% Notes due 2051 and 4.100% Notes due 2061, together with Officers’ Certificate issued March 24, 2021 setting forth the terms of the Notes | 8-K | 001-35992 | 4.1 | 3/24/21 | Oracle Corporation |
| 4.15 | Forms of 5.800% Notes due 2025, 6.150% Notes due 2029, 6.250% Notes due 2032 and 6.900% Notes due 2052, together with an Officers’ Certificate issued November 9, 2022 setting forth the terms of the Notes | 8-K | 001-35992 | 4.1 | 11/9/22 | Oracle Corporation |
| 4.16 | Forms of 4.500% Notes due 2028, 4.650% Notes due 2030, 4.900% Notes due 2033 and 5.550% Notes due 2053, together with an Officers’ Certificate issued February 6, 2023 setting forth the terms of the Notes | 8-K | 001-35992 | 4.1 | 2/6/23 | Oracle Corporation |
| 4.17 | Description of Oracle Corporation’s Securities Registered Under Section 12 of the Exchange Act | 10-K | 001-35992 | 4.15 | 6/21/19 | Oracle Corporation |
| 10.01* | Oracle Corporation Deferred Compensation Plan, as amended and restated as of July 1, 2015 | 10-Q | 001-35992 | 10.01 | 9/18/15 | Oracle Corporation |
| 10.02* | Oracle Corporation Employee Stock Purchase Plan (1992), as amended and restated as of May 3, 2022 | 10-K | 001-35992 | 10.02 | 6/21/22 | Oracle Corporation |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed By |
| 10.03* | Oracle Corporation Amended and Restated 1993 Directors’ Stock Plan, as amended and restated on April 29, 2016 | 10-K | 001-35992 | 10.03 | 6/22/16 | Oracle Corporation |
| 10.04* | Amended and Restated 2000 Long-Term Equity Incentive Plan, as approved on November 15, 2017 | 8-K | 001-35992 | 10.04 | 11/17/17 | Oracle Corporation |
| 10.05* | Form of Stock Option Agreement under the Amended and Restated 2000 Long-Term Equity Incentive Plan for U.S. Executive Vice Presidents and Section 16 Officers | 10-Q | 001-35992 | 10.05 | 9/18/17 | Oracle Corporation |
| 10.06* | Form of Stock Option Agreement under the Oracle Corporation Amended and Restated 1993 Directors’ Stock Plan | 10-K | 001-35992 | 10.06 | 6/25/15 | Oracle Corporation |
| 10.07* | Form of Indemnity Agreement for Directors and Executive Officers | 10-Q | 000-51788 | 10.07 | 12/23/11 | Oracle Corporation |
| 10.08* | Oracle Corporation Amended and Restated Executive Bonus Plan, as amended and restated as of February 12, 2019 | 10-Q | 001-35992 | 10.09 | 3/18/19 | Oracle Corporation |
| 10.09* | Oracle Corporation Stock Unit Award Deferred Compensation Plan, as amended and restated as of July 1, 2015 | 10-Q | 001-35992 | 10.15 | 9/18/15 | Oracle Corporation |
| 10.10* | Form of Restricted Stock Unit Award Agreement under the Oracle Corporation Amended and Restated 1993 Directors’ Stock Plan | 10-K | 001-35992 | 10.17 | 6/25/15 | Oracle Corporation |
| 10.11* | Form of Performance-Based Stock Option Agreement under the Amended and Restated 2000 Long-Term Equity Incentive Plan for Named Executive Officers | 10-Q | 001-35992 | 10.16 | 9/18/17 | Oracle Corporation |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed By |
| 10.12* | First Amendment to Performance-Based Stock Option Agreement with Lawrence J. Ellison and Safra A. Catz under the Amended and Restated 2000 Long-Term Equity Incentive Plan | 8-K | 001-35992 | 10.15 | 7/7/21 | Oracle Corporation |
| 10.13* | Form of Stock Unit Award Agreement under the Amended and Restated 2000 Long-Term Equity Incentive Plan for U.S. Employees (Including Section 16 Officers) | 10-Q | 001-35992 | 10.17 | 9/18/17 | Oracle Corporation |
| 10.14* | Form of Restricted Stock Unit Agreement under the 2020 Equity Incentive Plan for U.S. Employees | 10-Q | 001-35992 | 10.16 | 12/11/20 | Oracle Corporation |
| 10.15§ | $6,000,000,000 5-Year Revolving Credit Agreement dated as of March 8, 2022 among Oracle Corporation and the lenders and agents named therein | 10-Q | 001-35992 | 10.16 | 3/11/22 | Oracle Corporation |
| 10.16§ | $15,700,000,000 364-Day Delayed Draw Term Loan Credit Agreement dated as of March 8, 2022 among Oracle Corporation and the lenders and agents named therein | 10-Q | 001-35992 | 10.17 | 3/11/22 | Oracle Corporation |
| 10.17* | Oracle Corporation Amended and Restated 2020 Equity Incentive Plan, as approved on November 15, 2023 | 8-K | 001-35992 | 10.18 | 11/17/23 | Oracle Corporation |
| 19‡ | Oracle Corporation Insider Trading Policy | |||||
| 21.01‡ | Subsidiaries of the Registrant | |||||
| Incorporated by Reference | ||||||
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed By |
|---|---|---|---|---|---|---|
| 23.01‡ | Consent of Independent Registered Public Accounting Firm | |||||
| 31.01‡ | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Financial Officer | |||||
| 32.01† | Section 1350 Certification of Principal Executive and Financial Officer | |||||
| 97‡ | Oracle Corporation Compensation Clawback Policy | |||||
| 99.01‡ | $5,630,000,000 Term Loan Credit Agreement dated as of June 10, 2024 among Oracle Corporation and the lenders and agents named therein | |||||
| 101‡ | Interactive Data Files Pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL: (1) Consolidated Balance Sheets as of May 31, 2024 and 2023, (2) Consolidated Statements of Operations for the years ended May 31, 2024, 2023 and 2022, (3) Consolidated Statements of Comprehensive Income for the years ended May 31, 2024, 2023 and 2022, (4) Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended May 31, 2024, 2023 and 2022, (5) Consolidated Statements of Cash Flows for the years ended May 31, 2024, 2023 and 2022 and (6) Notes to Consolidated Financial Statements | |||||
| Incorporated by Reference | ||||||
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed By |
|---|---|---|---|---|---|---|
| 104‡ | The cover page from the Company’s Annual Report on Form 10-K for the year ended May 31, 2024, formatted in Inline XBRL and included in Exhibit 101 | |||||
- Indicates management contract or compensatory plan or arrangement.
§ Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the SEC or its staff upon its request.
‡ Filed herewith.
† Furnished herewith.
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