UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2013
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-35992
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
ORACLE CORPORATION
401(k) SAVINGS AND INVESTMENT PLAN
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
ORACLE CORPORATION
500 Oracle Parkway
Redwood City, California 94065
Oracle Corporation
401(k) Savings and Investment Plan
Financial Statements and Supplemental Schedule
As of December 31, 2013 and 2012 and for the Year Ended December 31, 2013
| Report of Sensiba San Filippo LLP, Independent Registered Public Accounting Firm |
1 | |||
| Financial Statements: |
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| 2 | ||||
| 3 | ||||
| 4 | ||||
| Supplemental Schedule: |
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| Schedule H, Line 4(i) – Schedule of Assets (Held At End of Year) |
11 | |||
| 15 | ||||
| 16 | ||||
Report of Sensiba San Filippo LLP, Independent Registered Public Accounting Firm
To the participants and Plan Committee of the Oracle Corporation 401(k) Savings and Investment Plan
We have audited the accompanying statements of net assets available for benefits of the Oracle Corporation 401(k) Savings and Investment Plan (the Plan) as of December 31, 2013 and 2012, and the related statement of changes in net assets available for benefits for the year ended December 31, 2013. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2013, is presented for purposes of additional analysis and is not a required part of the financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
| /s/ SENSIBA SAN FILIPPO LLP |
| San Mateo, California |
| May 16, 2014 |
1
Oracle Corporation
401(k) Savings and Investment Plan
Statements of Net Assets Available for Benefits
As of December 31, 2013 and 2012
| December 31, | ||||||||
| (in thousands) |
2013 | 2012 | ||||||
| Assets |
||||||||
| Cash |
$ | 6,393 | $ | 336 | ||||
| Investments, at fair value |
11,085,257 | 9,034,425 | ||||||
| Receivables: |
||||||||
| Notes receivable from participants |
90,532 | 81,565 | ||||||
| Participant contributions |
11,834 | 11,387 | ||||||
| Employer contributions |
4,251 | 4,260 | ||||||
| Amounts due from broker for securities sold |
11,470 | 27,121 | ||||||
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| Total receivables |
118,087 | 124,333 | ||||||
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| Total assets |
11,209,737 | 9,159,094 | ||||||
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| Liabilities |
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| Excess deferrals due to participants |
90 | 146 | ||||||
| Other liabilities |
6,378 | 28,739 | ||||||
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| Total liabilities |
6,468 | 28,885 | ||||||
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| Net assets reflecting investments, at fair value |
11,203,269 | 9,130,209 | ||||||
| Adjustment from fair value to contract value for fully benefit-responsive contracts of the Galliard Stable Value Fund |
(2,352 | ) | (21,627 | ) | ||||
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| Net assets available for benefits |
$ | 11,200,917 | $ | 9,108,582 | ||||
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See notes to financial statements.
2
Oracle Corporation
401(k) Savings and Investment Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2013
(in thousands)
| Additions |
||||
| Interest, dividends and other income |
$ | 355,228 | ||
| Net appreciation in fair values of investments |
1,647,307 | |||
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| Total investment gain, net |
2,002,535 | |||
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| Contributions: |
||||
| Participants |
484,942 | |||
| Employer |
129,848 | |||
| Rollovers |
58,922 | |||
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| Total contributions |
673,712 | |||
|
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| Total additions, net |
2,676,247 | |||
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| Deductions |
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| Benefits paid to participants |
583,617 | |||
| Administrative expenses |
295 | |||
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| Total deductions |
583,912 | |||
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| Net increase |
2,092,335 | |||
| Net assets available for benefits at beginning of year |
9,108,582 | |||
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| Net assets available for benefits at end of year |
$ | 11,200,917 | ||
|
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|
See notes to financial statements.
3
Oracle Corporation
401(k) Savings and Investment Plan
December 31, 2013
1. Description of the Plan
The following description of the Oracle Corporation 401(k) Savings and Investment Plan (Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan originally established in 1986 that has since been amended and for which Oracle Corporation (Oracle) is the current sponsor. The Plan was established for the purpose of providing retirement benefits for the U.S. employees of Oracle and its subsidiaries. The Plan is intended to qualify as a profit sharing plan under Section 401(a) of the Internal Revenue Code of 1986 (the Code) with a salary reduction feature qualified under Section 401(k) of the Code. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The Plan is administered by the 401(k) Committee, members of which are appointed by Oracle’s Board of Directors or Senior Vice President, Human Resources. Fidelity Investments Institutional Operations Company, Inc. (Fidelity) is a fiduciary of the Plan and also serves as the record keeper to maintain the individual accounts of each of the Plan’s participants.
Eligibility
All employees regularly scheduled to work a minimum of 20 hours per week or 1,000 hours in a Plan year on the domestic payroll of Oracle and its subsidiaries that have adopted the Plan are eligible to participate in the Plan as of the first date, or any succeeding entry date following the date the employee is credited with one hour of service with Oracle. However, the following employees or classes of employees are not eligible to participate: (i) employees whose compensation and conditions of employment are subject to determination by collective bargaining; (ii) employees who are non-resident aliens and who received no earned income (within the meaning of the Code) from Oracle; (iii) workers who are performing services at a Company facility as an employee of a third-party entity that is not an employment agency; (iv) employees of employment agencies; and (v) persons who are not classified as employees for tax purposes.
Contributions
Each year, participants may contribute up to 40% of their eligible compensation as defined by the Plan document. Annual participant contribution amounts are limited to $17,500 of salary deferrals for the year ended December 31, 2013 ($23,000 for participants 50 years old and older), as determined by the Internal Revenue Service (IRS). Salary deferrals consist of pre-tax and/or Roth 401(k) contributions.
Oracle matches 50% of an active participant’s salary deferrals up to a maximum deferral of 6% of compensation for the pay period, with maximum aggregate matching of $5,100 in any calendar year. Oracle has the right, under the Plan, to discontinue or modify its matching contributions at any time. Participants may also contribute amounts representing distributions from other qualified plans. All of Oracle’s matching contributions are made in cash on a pre-tax basis.
Investment Options
Participants direct the investment of their contributions and Oracle’s matching contributions into various investment options offered by the Plan. The Plan currently offers investments in Oracle’s common stock, common/collective trust funds, mutual funds, separately-managed account funds (including a stable value fund) and Brokerage Link. Brokerage Link balances consist of the mutual funds offered by the Plan, as well as mutual funds offered by other registered investment companies, common stock or other investment products.
Participant Accounts
Each participant’s account is credited with the participant’s and Oracle’s contributions and allocations of Plan earnings. All amounts in participant accounts are participant directed.
4
Oracle Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements—(Continued)
December 31, 2013
Vesting
All elective contributions made by participants and earnings on those contributions are 100% vested at all times. Participants’ vesting in Oracle’s matching contributions is based on years of service. Participants are 25% vested after one year of service and vest an additional 25% on each successive service anniversary date, becoming 100% vested after four years of service.
Participants forfeit the nonvested portion of their accounts in the Plan upon termination of employment with Oracle. Forfeited balances of terminated participants’ nonvested accounts may be used at Oracle’s discretion, as outlined in the Plan, to reduce its matching contribution obligations. During the year ended December 31, 2013, Oracle used $3,900,000 of forfeited balances to reduce its matching contribution obligations. The amounts of unallocated forfeitures at December 31, 2013 and 2012 were $671,000 and $811,000, respectively.
Notes Receivable from Participants
Participants may borrow from their fund accounts a minimum of $1,000 and up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. Loan terms may not exceed five years unless the loan is used to purchase a participant’s principal residence, in which case repayment terms may not exceed 10 years. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local prevailing lending rates determined by the 401(k) Committee. Principal and interest is paid ratably through payroll deductions, and participants may elect to submit additional payments outside of payroll deduction in order to reduce principal loan balances on an accelerated basis. Loans are generally due in full within 60 days of termination with Oracle unless the participant arranges for loan repayments to continue via monthly debit from a checking or savings account in a bank located in the United States.
Payment of Benefits
Upon termination of service, death, disability, or normal or early retirement, participants may elect to receive a lump-sum amount equal to the vested value of their account or may waive receipt of a lump sum benefit and elect to receive monthly, quarterly or annual installments, or may request a rollover from the Plan to another eligible retirement plan. Failure of a participant to make an election of one of these options within 60 days is deemed to be an election to defer commencement of payment. If the participant’s account is valued at $1,000 or less, the amount is distributed in a lump sum. Distributions of investments in Oracle’s common stock may be taken in the form of common stock. Hardship withdrawals are permitted if certain criteria are met.
Investment Management Fees and Operating Expenses
Investment management fees and operating expenses charged to the Plan for investments in the various funds are deducted from income earned on a daily basis and are reflected as a component of net appreciation in fair values of investments.
Administrative Expenses
Administrative expenses are borne by Oracle, except for fees related to administration of participant loans and certain withdrawal transactions, which are deducted from the applicable participants’ accounts. Oracle, at its discretion, may choose to utilize available forfeiture and/or revenue sharing (based on a revenue sharing agreement between Oracle and Fidelity) to pay for reasonable expenses related to the administration of the Plan.
Plan Termination
Although it has not expressed any intent to do so, Oracle has the right, under provisions of the Plan, to terminate the Plan, subject to the provisions of ERISA. In the event of the Plan’s termination, participants will become 100% vested in their accounts.
5
Oracle Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements—(Continued)
December 31, 2013
2. Summary of Significant Accounting Policies
Basis of Accounting and Presentation
The accompanying financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (U.S. GAAP). Certain prior year balances have been reclassified to conform to the current year’s presentation. Such reclassifications did not affect the reported amounts of the Plan’s net assets available for benefits or the net increase in the Plan’s net assets available for benefits.
Investment Valuation and Income Recognition
The Plan’s investments are stated at their fair values with the exception of the Galliard Stable Value Fund (a separately-managed account fund investment), which is stated at its fair value with the related adjustment amount to its contract value in the statements of net assets available for benefits at December 31, 2013 and 2012. The statement of changes in net assets available for benefits is prepared on a contract value basis. The shares of registered investment companies (mutual funds) are valued at quoted market prices. The money market funds are valued at cost plus accrued interest, which approximated fair values. Common stock, including Oracle’s common stock, is traded on a national securities exchange and is valued at the last reported sales price on the last day of the Plan year. The valuation techniques used to measure the fair values of the stable value fund and common/collective trust funds are included in Note 4 below.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.
The Oracle Stock Fund (Fund) is tracked on a unitized basis, which allows for daily trades. The Fund consists of Oracle common stock and the Fidelity Institutional Money Market Fund sufficient to meet the Fund’s daily cash needs. The value of a unit reflects the combined market value of Oracle common stock and the cash investments held by the Fund. At December 31, 2013, 2,821,061 units were outstanding with a value of $276.01 per unit. At December 31, 2012, 3,100,228 units were outstanding with a value of $238.92 per unit.
Fair Value Measurements
The Plan performs fair value measurements in accordance with Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurement (ASC 820). Refer to Note 3 for the fair value measurement disclosures associated with the Plan’s investments.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan provided for various investment options in common stock, registered investment companies (mutual funds), common/collective trusts, separately-managed account funds (including a stable value fund) and short-term investments. The Plan’s exposure to credit losses in the event of nonperformance of investments is limited to the carrying value of such investments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk. During the year ended December 31, 2013, net appreciation in fair values of investments totaled $1.6 billion. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits, participant account balances and the statement of changes in net assets available for benefits.
6
Oracle Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements—(Continued)
December 31, 2013
3. Fair Value Measurements
The Plan performs fair value measurements in accordance with the guidance provided by ASC 820. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at their fair values, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions, and risk of nonperformance.
ASC 820 establishes a fair value hierarchy that requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or a liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value:
| • | Level 1: quoted prices in active markets for identical assets or liabilities; |
| • | Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or |
| • | Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. |
Investments Measured at Fair Value on a Recurring Basis
Investments measured at fair value on a recurring basis consisted of the following types of instruments (Level 1 and 2 inputs are defined above):
| December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||
| Fair Value Measurements Using Input Types |
Fair Value Measurements Using Input Types |
|||||||||||||||||||||||
| (in thousands) |
Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||||||||||||||
| Money market funds |
$ | 127,475 | $ | — | $ | 127,475 | $ | 132,050 | $ | — | $ | 132,050 | ||||||||||||
| Oracle Corporation and other common stock |
1,363,636 | — | 1,363,636 | 1,088,063 | — | 1,088,063 | ||||||||||||||||||
| Mutual funds |
7,547,184 | — | 7,547,184 | 6,191,535 | — | 6,191,535 | ||||||||||||||||||
| Common/collective trust funds and other |
3,174 | 2,043,788 | 2,046,962 | 1,128 | 1,621,649 | 1,622,777 | ||||||||||||||||||
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| Total investments measured at fair value |
$ | 9,041,469 | $ | 2,043,788 | $ | 11,085,257 | $ | 7,412,776 | $ | 1,621,649 | $ | 9,034,425 | ||||||||||||
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The Plan’s valuation techniques used to measure the fair values of money market funds, common stock and mutual funds that were classified as Level 1 in the table above were derived from quoted market prices as substantially all of these instruments have active markets. The valuation techniques used to measure the fair values of the common/collective trust funds and separately-managed account fund investments that were classified as Level 2 in the table above are included in Note 4 below.
4. Composition and Valuation of Certain Plan Investments and Other Plan Investments Disclosures
Galliard Stable Value Fund
During the year ended December 31, 2013 and 2012, the Plan held investments in Galliard Stable Value Fund (Galliard Fund). The Galliard Fund is exclusively managed for the Plan by Galliard Capital Management, Inc. The Galliard Fund primarily holds common/collective trust funds in the Plan’s name for the sole benefit of Plan participants. These common/collective trust funds invest in fixed income securities or bond funds, futures contracts, swap agreements and also enter into liquidity agreements, commonly referred to as wrap contracts, issued by insurance companies and other financial institutions. The issuer of the wrap contract guarantees a minimum rate of return and provides full benefit responsiveness, provided that all terms of the wrap contract have been met. Wrap contracts are normally purchased from issuers rated in the top three long-term rating categories (equaling A- or above) as determined by any of the nationally recognized rating organizations. A portion of the Galliard Fund is invested in a money market fund to provide daily liquidity. The Galliard
7
Oracle Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements—(Continued)
December 31, 2013
Fund is credited with contributions from participants and earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The fair value of the Galliard Fund equals the total of the fair values of the underlying assets plus the total wrap contract rebid value, which is calculated by discounting the annual rebid fee, due to rebid, over the duration of the contract’s assets.
As of December 31, 2013 and 2012, there were no reserves against the wrap contracts’ carrying values due to credit risks of the issuers. The crediting interest rates for the wrap contracts were based upon a formula agreed with the issuer with the requirement that interest rates may not be less than zero percent. Interest rates are reviewed on a monthly basis for resetting. Certain events limit the ability of the Plan to transact at contract value with the wrap issuer. However, the Plan’s management is not aware of the occurrence or likely occurrence of any such events, which would limit the Plan’s ability to transact at contract value with participants. The issuer may terminate a wrap contract at any time.
The fair values of the underlying assets of the Galliard Fund other than the wrap contracts, which included investments in common/collective trust funds that hold financial instruments as described above, money market funds and various debt and fixed income securities, were primarily determined based on fair value information provided by the trustees of the underlying common/collective trust funds. Fair values were determined by the trustees of the underlying common/collective trust funds using a combination of readily available most recent market bid prices in the principal markets where such funds and securities were traded, pricing services that use valuation matrices incorporating dealer supplied valuations and valuation models, valuation inputs such as the structure of the issue, cash flow assumptions and the value of underlying assets and guarantees. The fair values of the wrap contracts were determined by Galliard Capital Management, Inc. using a discounted cash flow model using market data and consider recent fee bids as determined by recognized dealers.
The statements of net assets available for benefits includes the fair value of the underlying assets and wrap contracts of the Galliard Fund based on the proportionate ownership of the Plan’s participants.
The average yields earned by the Plan for all investments held by the Galliard Fund were approximately 1.51% and 1.11% for the year ended December 31, 2013 and 2012, respectively. The average yields earned by the Plan for all investments held by the Galliard Fund based on the actual interest rates credited to participants were approximately 1.54% and 1.92% for the year ended December 31, 2013 and 2012, respectively.
Vanguard Target Retirement Trusts
The Plan held investments in Vanguard Target Retirement Trusts (Vanguard Trusts), which are more specifically defined in Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year) as of December 31, 2013, in order to provide broader investment options to participants. The Vanguard Trusts are common/collective trust funds sponsored and maintained by Vanguard Fiduciary Trust Company. The Vanguard Trusts invest in Vanguard mutual funds using an asset allocation strategy designed for investors planning to retire or leave the workforce in or within a few years of the target year. The underlying mutual funds that the Vanguard Trusts held may have included the Vanguard Total Stock Market Index Fund, Vanguard Total Bond Market II Index Fund, Vanguard Total International Stock Index Fund, Vanguard Total International Bond Index Fund and Vanguard Short-Term Inflation-Protected Securities Fund, among others. Each of the Vanguard Trusts’ indirect stock holdings (through its mutual fund holdings) consisted substantially of large-capitalization U.S. stocks and, to a lesser extent, mid- and small-cap U.S. stocks and international stocks. Each of the Vanguard Trusts’ indirect bond holdings consisted of a diversified mix of investment-grade taxable U.S. government, U.S. government agency and corporate bonds, international bonds as well as inflation-protected and mortgage-backed securities.
The trustee, Vanguard Fiduciary Trust Company, generally determines the fair values of the Vanguard Trusts’ units each day the New York Stock Exchange is open for trading. The underlying investments of the Vanguard Trusts are valued based on quoted market prices as substantially all of these underlying investments have active markets. The values of the Vanguard Trusts are determined based upon the values of these underlying investments held for benefit of the Vanguard Trusts. As the Vanguard Trusts are not directly quoted in active markets, the values of the Vanguard Trusts are classified as Level 2 in the fair value table presented in Note 3 above as of December 31, 2013 and 2012.
8
Oracle Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements—(Continued)
December 31, 2013
Other Plan Investment Disclosures
The fair values of individual investments that represented 5% or more of the Plan’s net assets available for benefits at December 31, 2013 and 2012, were as follows:
| December 31, | ||||||||
| (in thousands) |
2013 | 2012 | ||||||
| Fidelity Contrafund - Class K |
$ | 1,339,199 | $ | 1,029,657 | ||||
| Vanguard Institutional Index Fund Institutional Plus Shares |
$ | 1,125,318 | $ | 853,032 | ||||
| Oracle Corporation Common Stock |
$ | 774,630 | $ | 735,499 | ||||
| Fidelity Growth Company Fund - Class K |
$ | 771,787 | $ | 553,572 | ||||
| Dodge & Cox Stock Fund |
$ | 746,208 | $ | 529,412 | ||||
| Fidelity Low-Priced Stock Fund - Class K |
$ | 664,390 | $ | 480,686 | ||||
| PIMCO Total Return Fund Institutional Class |
$ | 603,294 | $ | 734,683 | ||||
For the year ended December 31, 2013, the Plan’s investments, including investments purchased and sold, as well as held during the year, net appreciated in fair value as follows:
| (in thousands) |
Net Realized
and Unrealized Appreciation in Fair Values of Investments |
|||
| Mutual funds |
$ | 1,248,601 | ||
| Oracle Corporation and other common stock |
217,327 | |||
| Common/collective trust funds and other |
181,379 | |||
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| $ | 1,647,307 | |||
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5. Income Tax Status
On January 24, 2012, the Plan received a determination letter from the IRS stating that the Plan is qualified under Section 401(a) of the Code, and therefore, the related trust is exempt from taxation, subject to the adoption by Oracle of certain amendments to the Plan. The Plan has since been amended to comply with the determination letter issued by the IRS. The 401(k) Committee believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Subsequent to December 31, 2013, an application was filed with the IRS for an advance determination as to whether the Plan, as amended, continues to meet the tax exempt qualification requirements of Section 401(a) of the Code. A response from the IRS is pending.
6. Party-in-Interest Transactions
Transactions in shares of Oracle common stock qualify as party-in-interest transactions under the provisions of ERISA. During the year ended December 31, 2013, the Plan made purchases of approximately $62,797,000 and sales of approximately $118,021,000 of Oracle common stock. In addition, the Plan made in-kind transfers of Oracle common stock to participants of approximately $9,609,000 during the year ended December 31, 2013.
As noted in Note 1 above, Fidelity is a fiduciary of the Plan and also serves as the record keeper to maintain the individual accounts of each Plan participant.
9
Oracle Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements—(Continued)
December 31, 2013
7. Differences between Financial Statements and Form 5500
The following is a reconciliation of the net assets available for benefits, at fair value, per the financial statements to the Plan’s Form 5500 (in thousands):
| December 31, | ||||||||
| 2013 | 2012 | |||||||
| Net assets available for benefits, at fair value, per the financial statements |
$ | 11,203,269 | $ | 9,130,209 | ||||
| Amounts allocated to withdrawing participants and other |
(2,521 | ) | (4,751 | ) | ||||
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| Net assets available for benefits per the Form 5500 |
$ | 11,200,748 | $ | 9,125,458 | ||||
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The following is a reconciliation of the net increase in net assets available for benefits per the financial statements to the Plan’s Form 5500 (in thousands):
| Year Ended December 31, | ||||||||
| 2013 | 2012 | |||||||
| Net increase in net assets available for benefits per the financial statements |
$ | 2,092,335 | $ | 1,335,829 | ||||
| Net change in fair value adjustment of certain Galliard Stable Value Fund assets |
(15,127 | ) | 8,734 | |||||
| Net change in amounts allocated to withdrawing participants and other |
(1,918 | ) | 196 | |||||
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| Net gain per the Form 5500 |
$ | 2,075,290 | $ | 1,344,759 | ||||
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The fair value adjustments represented the differences between contract values of certain fully benefit-responsive contracts within the Galliard Fund as included in the statements of changes in net assets available for benefits for the year ended December 31, 2013 and 2012, and the respective fair values of these contracts as reported in the respective Form 5500. Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to each respective year-end but not yet paid.
8. Excess Contributions
Contributions received from participants for the year ended December 31, 2013 included approximately $90,000 of excess contributions (net of corresponding gains and losses) that were remitted during January 2014 through April 2014 to certain active participants. The excess deferral contributions, originally deducted in the year ended December 31, 2013, were returned to comply with the participants’ applicable maximum annual contributions permitted under the Code. The amount is included in the Plan’s statement of net assets available for benefits as excess deferrals due to participants at December 31, 2013.
10
Oracle Corporation
401(k) Savings and Investment Plan
EIN 54-2185193, Plan # 001
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value |
(e) Current Value (in thousands) |
|||||
| Registered Investment Companies: | ||||||||
| Artisan International Fund Class Institutional |
8,187,109 shares |
$ | 251,017 | |||||
| Artisan Small Cap Value Fund Institutional Shares |
10,723,486 shares |
202,352 | ||||||
| Dodge & Cox International Stock Fund |
10,848,312 shares |
466,911 | ||||||
| Dodge & Cox Stock Fund |
4,418,833 shares |
746,208 | ||||||
| * |
Fidelity Balanced Fund - Class K |
14,907,959 shares |
339,007 | |||||
| * |
Fidelity Contrafund - Class K |
13,939,824 shares |
1,339,199 | |||||
| * |
Fidelity Growth Company Fund - Class K |
6,447,135 shares |
771,787 | |||||
| * |
Fidelity Low-Priced Stock Fund - Class K |
13,443,749 shares |
664,390 | |||||
| * |
Fidelity Worldwide Fund |
7,176,825 shares |
176,693 | |||||
| Lazard Emerging Markets Equity Fund Class Institutional |
15,146,733 shares |
282,790 | ||||||
| PIMCO Inflation Response Multi-Asset Fund Institutional |
202,395 shares |
1,870 | ||||||
| PIMCO Total Return Fund Institutional Class |
56,435,338 shares |
603,294 | ||||||
| Vanguard Extended Market Index Fund Institutional Plus Shares |
1,473,106 shares |
228,096 | ||||||
| Vanguard Institutional Index Fund Institutional Plus Shares |
6,647,672 shares |
1,125,318 | ||||||
| Vanguard Total Bond Market Index Fund Institutional Plus Shares |
17,821,269 shares |
188,193 | ||||||
| Vanguard Total International Stock Index Fund Institutional Shares |
672,129 shares |
75,285 | ||||||
|
|
|
|||||||
| 7,462,410 | ||||||||
| Assets in Brokerage Link Accounts |
Various investments, including registered investment companies, common stocks, money market funds and cash |
388,699 | ||||||
| * |
Oracle Corporation Common Stock |
20,246,464 shares |
774,630 | |||||
| Separately-managed Account Fund Investments: |
||||||||
| Galliard Stable Value Fund — |
||||||||
| Common/Collective Trust Funds |
||||||||
| Wells Fargo Fixed Income Fund A |
6,465,093 shares |
152,258 | ||||||
| Wells Fargo Fixed Income Fund F |
23,631,345 shares |
314,313 | ||||||
| Wells Fargo Fixed Income Fund N |
7,233,518 shares |
79,046 | ||||||
| Wells Fargo Short-Term Investment Fund S |
71,875,774 shares |
71,876 | ||||||
| Wells Fargo Stable Return Fund G |
1,361,099 shares |
69,813 | ||||||
| MetLife Insurance Company Separate Account |
772,703 shares |
84,264 | ||||||
| Guaranteed Investment Contracts |
||||||||
| MetLife Insurance Company |
Wrapper contracts |
71 | ||||||
| Fidelity Short-Term Investment Fund G |
5,076,801 shares |
5,077 | ||||||
|
|
|
|||||||
| 776,718 | ||||||||
| Perkins Mid Cap Value — |
||||||||
| Common Stock |
||||||||
| The ADT Corporation |
91,900 shares |
3,719 | ||||||
| AGL Resources, Inc |
47,195 shares |
2,229 | ||||||
| Alexandria Real Estate Equities, Inc |
20,688 shares |
1,316 | ||||||
| Allegheny Technologies, Inc |
32,690 shares |
1,165 | ||||||
| Alliant Energy Corporation |
72,965 shares |
3,765 | ||||||
| The Allstate Corporation |
85,740 shares |
4,676 | ||||||
| Altera Corporation |
87,950 shares |
2,861 | ||||||
| Ameriprise Financial, Inc |
19,131 shares |
2,201 | ||||||
| Anadarko Petroleum Corporation |
27,579 shares |
2,188 | ||||||
| Analog Devices, Inc |
95,495 shares |
4,864 | ||||||
| Arthur J Gallagher & Co |
50,376 shares |
2,364 | ||||||
| Autodesk, Inc |
47,337 shares |
2,382 | ||||||
| Avalonbay Communities, Inc |
17,277 shares |
2,043 | ||||||
| The Babcock & Wilcox Company |
147,277 shares |
5,035 | ||||||
| Bank of Hawaii Corporation |
31,768 shares |
1,879 | ||||||
| CA Technologies, Inc |
80,000 shares |
2,692 | ||||||
| Canadian Pacific Railway, Ltd |
37,270 shares |
5,640 | ||||||
| Charles River Laboratories International, Inc |
43,638 shares |
2,315 | ||||||
| Check Point Software Technology, Ltd |
48,440 shares |
3,125 | ||||||
| CIT Group, Inc |
100,000 shares |
5,213 | ||||||
| Citrix Systems, Inc |
32,660 shares |
2,066 | ||||||
11
Oracle Corporation
401(k) Savings and Investment Plan
EIN 54-2185193, Plan # 001
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)—(Continued)
December 31, 2013
| (a) |
(b) |
(c) Description of Investment, Including |
(e) Current Value (in thousands) |
|||||
| Cullen/Frost Bankers, Inc |
34,011 shares |
2,531 | ||||||
| Deere & Company |
15,040 shares |
1,374 | ||||||
| Discover Financial Services |
90,000 shares |
5,036 | ||||||
| Dr Pepper Snapple Group, Inc |
97,583 shares |
4,754 | ||||||
| Ensco plc |
42,200 shares |
2,413 | ||||||
| Equity LifeStyle Properties, Inc |
56,000 shares |
2,029 | ||||||
| Fifth Third Bancorp |
156,101 shares |
3,283 | ||||||
| First Republic Bank |
109,036 shares |
5,707 | ||||||
| Fulton Financial Corporation |
168,275 shares |
2,201 | ||||||
| General Dynamics Corporation |
32,028 shares |
3,060 | ||||||
| Goldcorp, Inc |
88,097 shares |
1,909 | ||||||
| HCP, Inc |
55,600 shares |
2,019 | ||||||
| Hess Corporation |
24,600 shares |
2,042 | ||||||
| HollyFrontier Corporation |
51,147 shares |
2,541 | ||||||
| Home Properties, Inc |
29,000 shares |
1,555 | ||||||
| IntercontinentalExchange Group, Inc |
8,900 shares |
2,002 | ||||||
| Invesco, Ltd |
34,600 shares |
1,259 | ||||||
| IPG Photonics Corporation |
13,051 shares |
1,013 | ||||||
| Jacobs Engineering Group, Inc |
25,461 shares |
1,604 | ||||||
| Johnson Controls, Inc |
44,800 shares |
2,298 | ||||||
| Kansas City Southern |
12,547 shares |
1,554 | ||||||
| KBR, Inc |
68,444 shares |
2,183 | ||||||
| Kennametal, Inc |
40,800 shares |
2,124 | ||||||
| Kirby Corporation |
47,959 shares |
4,760 | ||||||
| Kohl’s Corporation |
31,600 shares |
1,793 | ||||||
| The Kroger Co |
26,092 shares |
1,031 | ||||||
| Laboratory Corporation of America Holdings |
46,606 shares |
4,258 | ||||||
| Macy’s, Inc |
36,801 shares |
1,965 | ||||||
| Marsh & McLennan Companies, Inc |
101,563 shares |
4,912 | ||||||
| McKesson Corporation |
15,166 shares |
2,448 | ||||||
| Microchip Technology, Inc |
60,470 shares |
2,706 | ||||||
| Micros Systems, Inc |
31,800 shares |
1,824 | ||||||
| Molson Coors Brewing Company |
67,800 shares |
3,807 | ||||||
| Motorola Solutions, Inc |
21,100 shares |
1,424 | ||||||
| National Oilwell Varco, Inc |
31,500 shares |
2,505 | ||||||
| Noble Energy, Inc |
40,100 shares |
2,731 | ||||||
| Nordstrom, Inc |
50,727 shares |
3,135 | ||||||
| Patterson Companies, Inc |
77,158 shares |
3,179 | ||||||
| PetSmart, Inc |
44,871 shares |
3,264 | ||||||
| Plains All American Pipeline, L.P. |
45,116 shares |
2,336 | ||||||
| Plains GP Holdings, L.P. |
177,973 shares |
4,764 | ||||||
| Potlatch Corporation |
61,608 shares |
2,572 | ||||||
| PPL Corporation |
184,800 shares |
5,561 | ||||||
| Public Storage |
7,930 shares |
1,194 | ||||||
| QEP Resources, Inc |
105,884 shares |
3,245 | ||||||
| Quest Diagnostics, Inc |
38,381 shares |
2,055 | ||||||
| Ralph Lauren Corporation |
25,012 shares |
4,416 | ||||||
| Raymond James Financial, Inc |
112,446 shares |
5,868 | ||||||
| Rayonier, Inc |
33,839 shares |
1,425 | ||||||
| Redwood Trust, Inc |
75,150 shares |
1,456 | ||||||
| Renaissancere Holdings, Ltd |
33,365 shares |
3,248 | ||||||
| Republic Services, Inc |
145,525 shares |
4,831 | ||||||
| Robert Half International, Inc |
18,861 shares |
792 | ||||||
| Rockwell Collins, Inc |
26,020 shares |
1,923 | ||||||
| Rogers Communications, Inc (RCI) |
64,392 shares |
2,914 | ||||||
| Rogers Communications, Inc (RCI.B) |
64,514 shares |
2,919 | ||||||
| Ross Stores, Inc |
21,482 shares |
1,610 | ||||||
| Semtech Corporation |
94,530 shares |
2,390 | ||||||
| Stanley Black & Decker, Inc |
38,120 shares |
3,076 | ||||||
| State Street Corporation |
20,280 shares |
1,488 | ||||||
| Stryker Corporation |
45,700 shares |
3,434 | ||||||
| Suntrust Banks, Inc |
40,020 shares |
1,473 | ||||||
| Synopsys, Inc |
68,000 shares |
2,759 | ||||||
12
Oracle Corporation
401(k) Savings and Investment Plan
EIN 54-2185193, Plan # 001
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)—(Continued)
December 31, 2013
| (a) |
(b) |
(c) Description of Investment, Including |
(e) Current Value (in thousands) |
|||||
| Sysco Corporation |
55,406 shares |
2,000 | ||||||
| Taubman Centers, Inc |
28,000 shares |
1,790 | ||||||
| Teva Pharmaceutical Industries Limited |
85,000 shares |
3,407 | ||||||
| Thermo Fisher Scientific, Inc |
40,247 shares |
4,482 | ||||||
| Torchmark Corporation |
73,405 shares |
5,736 | ||||||
| TRW Automotive Holdings Corporation |
23,940 shares |
1,781 | ||||||
| Two Harbors Investment Corporation |
125,877 shares |
1,168 | ||||||
| Tyco International, Ltd |
137,165 shares |
5,628 | ||||||
| Valero Energy Corporation |
29,078 shares |
1,466 | ||||||
| Varian Medical Systems, Inc |
30,000 shares |
2,331 | ||||||
| VF Corporation |
21,960 shares |
1,369 | ||||||
| Vodafone Group Public Limited Company |
68,840 shares |
2,706 | ||||||
| Washington Federal, Inc |
100,000 shares |
2,329 | ||||||
| Weyerhaeuser Company |
154,600 shares |
4,881 | ||||||
| Whiting Petroleum Corporation |
31,479 shares |
1,948 | ||||||
| Zimmer Holdings, Inc |
31,675 shares |
2,952 | ||||||
| Zions Bancorporation |
50,000 shares |
1,498 | ||||||
| Brown Brothers Harriman Short-term Investment Fund |
14,726,558 shares | 14,727 | ||||||
|
|
|
|||||||
| 295,919 | ||||||||
| William Blair Small Mid Cap Growth — | ||||||||
| Common Stock |
||||||||
| ABIOMED, Inc |
52,463 shares | 1,403 | ||||||
| Affiliated Managers Group |
16,307 shares | 3,537 | ||||||
| Akamai Technologies, Inc |
47,101 shares | 2,222 | ||||||
| Align Technology, Inc |
29,519 shares | 1,687 | ||||||
| Ansys, Inc |
10,802 shares | 942 | ||||||
| B/E Aerospace, Inc |
35,393 shares | 3,080 | ||||||
| BioMarin Pharmaceutical, Inc |
29,904 shares | 2,104 | ||||||
| Brookdale Senior Living, Inc |
42,563 shares | 1,157 | ||||||
| Catamaran Corporation |
36,676 shares | 1,741 | ||||||
| CBOE Holdings, Inc |
34,419 shares | 1,788 | ||||||
| Celanese Corporation |
26,806 shares | 1,483 | ||||||
| Core Laboratories N.V. |
5,488 shares | 1,048 | ||||||
| Corporate Executive Board Co |
19,370 shares | 1,500 | ||||||
| CoStar Group, Inc |
10,276 shares | 1,897 | ||||||
| Cytec Industries, Inc |
20,695 shares | 1,928 | ||||||
| Dick’s Sporting Goods, Inc |
54,529 shares | 3,167 | ||||||
| Encore Capital Group, Inc |
25,700 shares | 1,292 | ||||||
| FactSet Research Systems, Inc |
10,890 shares | 1,182 | ||||||
| First Cash Financial Services, Inc |
24,090 shares | 1,490 | ||||||
| First Republic Bank |
33,758 shares | 1,767 | ||||||
| FirstService Corporation |
25,710 shares | 1,107 | ||||||
| Fortune Brands Home & Security, Inc |
31,396 shares | 1,435 | ||||||
| Fossil Group, Inc |
15,230 shares | 1,827 | ||||||
| Frank’s International N.V. |
34,648 shares | 935 | ||||||
| Gartner, Inc |
31,310 shares | 2,225 | ||||||
| Genpact Limited |
80,131 shares | 1,472 | ||||||
| Graco, Inc |
11,278 shares | 881 | ||||||
| Green Mountain Coffee Roasters, Inc |
21,808 shares | 1,647 | ||||||
| Guidewire Software, Inc |
20,432 shares | 1,003 | ||||||
| Gulfport Energy Corporation |
14,380 shares | 908 | ||||||
| Healthcare Services Group |
52,881 shares | 1,500 | ||||||
| HealthSouth Corporation |
36,444 shares | 1,214 | ||||||
| Helmerich & Payne, Inc |
11,484 shares | 966 | ||||||
| HMS Holdings Corporation |
50,701 shares | 1,151 | ||||||
| Huron Consulting Group, Inc |
23,360 shares | 1,464 | ||||||
| ICF International, Inc |
51,806 shares | 1,798 | ||||||
| IDEXX Laboratories, Inc |
13,660 shares | 1,453 | ||||||
| j2 Global, Inc |
37,632 shares | 1,882 | ||||||
| Jarden Corporation |
25,162 shares | 1,544 | ||||||
| Jones Lang Lasalle, Inc |
11,020 shares | 1,128 | ||||||
| Krispy Kreme Doughnuts, Inc |
50,370 shares | 972 | ||||||
13
Oracle Corporation
401(k) Savings and Investment Plan
EIN 54-2185193, Plan # 001
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)—(Continued)
December 31, 2013
| (a) |
(b) |
(c) Description of Investment, Including |
(e) Current Value (in thousands) |
|||||
| LifeLock, Inc |
81,130 shares |
1,331 | ||||||
| Ligand Pharmaceuticals Incorporated |
22,210 shares |
1,168 | ||||||
| LKQ Corporation |
51,908 shares |
1,708 | ||||||
| LPL Financial Holdings, Inc |
23,230 shares |
1,093 | ||||||
| ManpowerGroup, Inc |
22,970 shares |
1,972 | ||||||
| MEDNAX, Inc |
21,870 shares |
1,167 | ||||||
| Mettler-Toledo International, Inc |
4,809 shares |
1,167 | ||||||
| NeuStar, Inc |
21,699 shares |
1,082 | ||||||
| Nu Skin Enterprises, Inc |
10,547 shares |
1,458 | ||||||
| Oasis Petroleum, Inc |
16,031 shares |
753 | ||||||
| Oceaneering International, Inc |
11,274 shares |
889 | ||||||
| Old Dominion Freight Line |
40,970 shares |
2,172 | ||||||
| Pandora Media, Inc |
96,791 shares |
2,575 | ||||||
| Panera Bread Company |
8,470 shares |
1,497 | ||||||
| Polaris Industries, Inc |
11,743 shares |
1,710 | ||||||
| Portfolio Recovery Associate |
24,590 shares |
1,299 | ||||||
| Robert Half International, Inc |
46,927 shares |
1,970 | ||||||
| Rockwood Holdings, Inc |
19,907 shares |
1,432 | ||||||
| Salix Pharmaceuticals, Ltd |
12,810 shares |
1,152 | ||||||
| Sally Beauty Holdings, Inc |
57,479 shares |
1,738 | ||||||
| SBA Communications Corporation |
27,871 shares |
2,504 | ||||||
| Signature Bank |
12,760 shares |
1,371 | ||||||
| Sirona Dental Systems, Inc |
22,169 shares |
1,556 | ||||||
| Six Flags Entertainment Corporation |
51,270 shares |
1,888 | ||||||
| Stericycle, Inc |
22,954 shares |
2,667 | ||||||
| Team Health Holdings, Inc |
34,062 shares |
1,552 | ||||||
| Techne Corporation |
6,269 shares |
593 | ||||||
| Tractor Supply Company |
16,590 shares |
1,287 | ||||||
| Transdigm Group, Inc |
2,185 shares |
352 | ||||||
| Trimas Corporation |
38,358 shares |
1,530 | ||||||
| Under Armour, Inc |
17,839 shares |
1,557 | ||||||
| Vantiv, Inc |
44,460 shares |
1,450 | ||||||
| WEX, Inc |
16,463 shares |
1,630 | ||||||
| Williams-Sonoma, Inc |
20,590 shares |
1,200 | ||||||
| WNS Holdings, Ltd |
65,370 shares |
1,432 | ||||||
|
|
|
|||||||
| 116,829 | ||||||||
| Common/Collective Trust Funds: | ||||||||
| Vanguard Target Retirement 2010 Trust Plus |
1,054,138 shares | 38,624 | ||||||
| Vanguard Target Retirement 2015 Trust Plus |
2,043,356 shares | 78,404 | ||||||
| Vanguard Target Retirement 2020 Trust Plus |
6,105,283 shares | 242,013 | ||||||
| Vanguard Target Retirement 2025 Trust Plus |
4,593,966 shares | 186,928 | ||||||
| Vanguard Target Retirement 2030 Trust Plus |
5,781,234 shares | 241,713 | ||||||
| Vanguard Target Retirement 2035 Trust Plus |
3,896,096 shares | 167,104 | ||||||
| Vanguard Target Retirement 2040 Trust Plus |
3,556,136 shares | 154,834 | ||||||
| Vanguard Target Retirement 2045 Trust Plus |
1,437,996 shares | 62,625 | ||||||
| Vanguard Target Retirement 2050 Trust Plus |
777,823 shares | 33,905 | ||||||
| Vanguard Target Retirement 2055 Trust Plus |
204,536 shares | 8,910 | ||||||
| Vanguard Target Retirement 2060 Trust Plus |
123,749 shares | 3,242 | ||||||
| Vanguard Target Retirement Income Trust Plus |
1,488,126 shares | 52,055 | ||||||
|
|
|
|||||||
| Total Investments, at Current Value |
$ | 11,085,562 | ||||||
|
|
|
|||||||
| * |
Notes Receivable from Participants | 4.25% - 10.25%, maturing through 2023 | $ | 90,532 | ||||
| * | Indicates a party-in-interest to the Plan. |
Column (d), cost, has been omitted, as all investments are participant directed.
14
Pursuant to the requirements of the Securities Exchange Act of 1934, the persons who administer the employee benefit plan have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.
| ORACLE CORPORATION 401(k) SAVINGS AND INVESTMENT PLAN | ||||||
| Date: May 16, 2014 | By: | /s/ PETER W. SHOTT | ||||
| Peter W. Shott | ||||||
| Vice President of Human Resources | ||||||
15
| Exhibit |
Exhibit Title | |
| 23.01 | Consent of Sensiba San Filippo LLP, Independent Registered Public Accounting Firm | |
16