SecProbe.io

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 December 22, 2025

Brian Higgins
Senior Vice President
Oracle Corporation
2300 Oracle Way
Austin, TX 78741

 Re: Oracle Corporation
 Form 10-K for the Fiscal Year ended May 31, 2025
 File No. 001-35992
 Response dated October 7, 2025
Dear Brian Higgins:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

Oracle Corporation

2300 Oracle Way

phone

(737) 867-1000

Austin, Texas

78741

 VIA EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Technology

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Anastasia Kaluzienski and Robert
Littlepage

 October 7, 2025

RE:
 Oracle Corporation

Form 10-K for the Fiscal Year Ended May 31, 2025

File No. 001-35992

Dear Ms. Kaluzienski and Mr. Littlepage:

 This letter
responds to the comments set forth in the letter from the Staff of the Division of Corporation Finance, Office of Technology (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to
Safra Catz, Executive Vice Chair and former Chief Executive Officer of Oracle Corporation (the “Company”), dated September 9, 2025, regarding the Company’s Annual Report on Form
10-K for the fiscal year ended May 31, 2025 (the “2025 Form 10-K”). In this letter, we have recited the comments from the
Staff in italicized type and have followed each comment with the Company’s response.

 ********************************************

 Form 10-K for the Fiscal Year ended May 31, 2025

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 37

1.
 On page 4 you indicate that you believe you are in the early stages of what you expect to be a material
migration of your existing customer base from on-premise applications and infrastructure products and services to the Oracle Cloud, and that during the past three fiscal years, customers with annual license
support contracts that migrated to the Oracle Cloud contributed to the increase in annualized cloud services revenue by $4.3 billion. In addition, on pages 5 and 38 you indicate that the proportion of your cloud services revenues relative to
your total revenues has increased, representing 43%, 37% and 32% of total revenues during fiscal 2025, 2024, and 2023, respectively, and you expect this trend to continue. We also note that in your June 11, 2025 earnings conference call, you
indicated that your supply is not meeting your demand. In your annual and quarterly reports, please provide a more robust and transparent discussion related to customer migrations from on-premise environments to the Oracle Cloud including the impact
that capacity issues have on the rate of migrations.

 The Company respectfully acknowledges the Staff’s comment and advises
the Staff that the impact of capacity constraints on the rate of customer migrations from on-premise environments to the Oracle Cloud for the fiscal year ended May 31, 2025 was not material. In addition
to Oracle’s capacity, the rate of customer migrations is affected by numerous other factors, including the overall macroeconomic environment, the regulatory environments in which customers operate, customer and industry standards and norms
regarding data sovereignty and proximity, customers’ geographic locations, customers’ information technology (“IT”) upgrade cycles, planning timelines and investment priorities and the technical complexity of,
and investment of customer time, resources and expertise required for, implementation and integration with other enterprise IT systems, as well as customer-specific developments such as mergers and acquisitions. In addition, as described in more
detail in the Company’s prior correspondence with the Staff

  Page
 2

in response to the Staff’s letters dated July 12, 2024 and July 30, 2024, relating to the Company’s Annual Report on Form 10-K for
the fiscal year ended May 31, 2024 (the “2024 Comment Correspondence”), such customer migrations typically occur over an extended period of time and in multiple steps due to the technical complexity of a
customer’s Oracle Cloud implementation and system changeover. For these reasons, management is unable to isolate or quantify the effects of any particular factor on the overall rate of customer migrations from
on-premise environments to the Oracle Cloud and evaluates customer migration trends on a long-term basis rather than quarterly.

In light of the foregoing, the Company believes that continuing to provide a quantified discussion of migration trends annually in its Annual Reports on Form 10-K, rather than including a discussion of such trends on a quarterly basis, better reflects how management evaluates the business, provides investors with a more accurate picture of management’s perspectives
on customer migrations and is more consistent with the objective of Management’s Discussion and Analysis of Financial Condition and Results of Operations, as outlined in Item 303(a) of Regulation S-K, of
better allowing investors to view the Company from management’s perspective. Consistent with the Company’s undertaking in the 2024 Comment Correspondence, the Company confirms that, to the extent that this trend remains material to the
Company and is discussed in its future Annual Reports on Form 10-K, it will continue to disclose a quantified discussion of migration trends, together with a discussion of any key factors that have materially
affected or are expected to materially affect the rate of customer migrations, in such future filings.

2.
 We note in your disclosure on page 53 that capital expenditures increased 209% to $21.2 billion for the
fiscal year ended May 31, 2025 from $6.9 billion for the fiscal year ended May 31, 2024. Please discuss the reasons behind the significant increase in capital expenditures and whether the amount spent on capital expenditures will
continue to increase in the future. Refer to Item 303(b)(1) of Regulation S-K.

 The Company
respectfully acknowledges the Staff’s comment and confirms that the Company will include a discussion of the reasons behind any material changes in capital expenditures and the Company’s expectations with respect to future capital
expenditures in its future filings with the SEC, beginning with its Quarterly Report on Form 10-Q for the fiscal quarter ending November 30, 2025.

********************************************

Please contact me at (650) 506-7000 if you have any further questions.

Very truly yours,

/s/ Brian Higgins

Brian Higgins

Senior Vice President and Corporate Secretary

cc:
 Safra Catz, Executive Vice Chair, Oracle Corporation

Douglas Kehring, Executive Vice President, Principal Financial Officer, Oracle Corporation

Stuart Levey, Executive Vice President, Chief Legal Officer, Oracle Corporation

Maria Smith, Executive Vice President, Chief Accounting Officer, Oracle Corporation

Kimberly Woolley, Vice President, Asst. General Counsel and Asst. Secretary, Oracle Corporation

Sarah K. Solum, Freshfields US LLP

Jacqueline A. Marino, Freshfields US LLP

CORRESP
1
filename1.htm

CORRESP

Oracle Corporation

 2300 Oracle Way

 Austin, Texas

78741

phone (737) 867-1000

 VIA EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Technology

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Anastasia Kaluzienski and Robert
Littlepage

 September 22, 2025

RE:
 Oracle Corporation

Form 10-K for the Fiscal Year Ended May 31, 2025

File No. 001-35992

Dear Ms. Kaluzienski and Mr. Littlepage:

This letter responds to the letter from the Staff of the Division of Corporation Finance, Office of Technology (the
“Staff”) of the Securities and Exchange Commission to Safra Catz, Executive Vice Chair and former Chief Executive Officer of Oracle Corporation (the “Company”), dated September 9, 2025,
regarding the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025 (the “Correspondence”).

In the Correspondence, you requested that the Company respond to the comments contained therein within ten business days or advise the Staff
when the Company will respond. The Company respectfully requests additional time to respond to the Staff’s comments. We anticipate that the Company’s response will be submitted to your office no later than October 7, 2025.

Please contact me at (650) 506-7000 if you have any further questions.

Very truly yours,

/s/ Brian Higgins

Brian Higgins

Senior Vice President and Corporate Secretary

cc:
 Safra Catz, Executive Vice Chair, Oracle Corporation

Douglas Kehring, Executive Vice President, Principal Financial Officer, Oracle Corporation

Stuart Levey, Executive Vice President, Chief Legal Officer, Oracle Corporation

Maria Smith, Executive Vice President, Chief Accounting Officer, Oracle Corporation

Kimberly Woolley, Vice President, Asst. General Counsel and Asst. Secretary, Oracle Corporation

Sarah K. Solum, Freshfields US LLP

Jacqueline A. Marino, Freshfields US LLP

September 9, 2025
Safra Catz
Chief Executive Officer
Oracle Corporation
2300 Oracle Way
Austin, TX 78741
Re:Oracle Corporation
Form 10-K for the Fiscal Year ended May 31, 2025
File No. 001-35992
Dear Safra Catz:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended May 31, 2025
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 37
1.On page 4 you indicate that you believe you are in the early stages of what you expect
to be a material migration of your existing customer base from on-premise
applications and infrastructure products and services to the Oracle Cloud, and that
during the past three fiscal years, customers with annual license support contracts that
migrated to the Oracle Cloud contributed to the increase in annualized cloud services
revenue by $4.3 billion. In addition, on pages 5 and 38 you indicate that the
proportion of your cloud services revenues relative to your total revenues has
increased, representing 43%, 37% and 32% of total revenues during fiscal 2025, 2024,
and 2023, respectively, and you expect this trend to continue. We also note that in
your June 11, 2025 earnings conference call, you indicated that your supply is not
meeting your demand. In your annual and quarterly reports, please provide a more
robust and transparent discussion related to customer migrations from on-premise
environments to the Oracle Cloud including the impact that capacity issues have on
the rate of migrations.

September 9, 2025
Page 2
2.We note in your disclosure on page 53 that capital expenditures increased 209% to
$21.2 billion for the fiscal year ended May 31, 2025 from $6.9 billion for the fiscal
year ended May 31, 2024. Please discuss the reasons behind the significant increase in
capital expenditures and whether the amount spent on capital expenditures will
continue to increase in the future. Refer to Item 303(b)(1) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

August 15, 2024
Safra Catz
Chief Executive Officer
Oracle Corp
2300 Oracle Way
Austin, TX 78741
Re:Oracle Corp
Form 10-K for the Year Ended May 31, 2024
Response dated August 9, 2024
File No. 001-35992
Dear Safra Catz:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

CORRESP

 Oracle Corporation

 2300 Oracle Way

 Austin,
Texas

 78741

phone (737) 867-1000

 VIA EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Technology

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Anastasia Kaluzienski and Robert
Littlepage

 August 9, 2024

RE:
 Oracle Corporation

Form 10-K for Fiscal Year Ended May 31, 2024

Response dated July 26, 2024

File No. 001-35992

Dear Ms. Kaluzienski and Mr. Littlepage:

 This letter
responds to the supplemental comment letter from the Staff of the Division of Corporation Finance, Office of Technology (the “Staff”), of the Securities and Exchange Commission (the “SEC”) to Safra
Catz, Chief Executive Officer of Oracle Corporation (the “Company”), dated July 30, 2024, relating to the Company’s Annual Report on Form 10-K for the fiscal year ended
May 31, 2024. In this letter, we have recited the supplemental comment from the Staff in italicized type and have followed such comment with the Company’s response.

********************************************

Form 10-K filed June 20, 2024

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cloud and License Business, page 40

1.
 We note your response to prior comment 1. In light of your discussions of cloud services revenues in your
quarterly filings, please explain to us why you will not provide a quantified discussion of customer migrations in your forthcoming Form 10-Q.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that management does not currently evaluate quantitative information
regarding customer migrations from software licenses (and the related license support) to the Oracle Cloud on a quarterly basis. Such customer migrations represent a significant long-term trend that the Company believes is important for investors to
understand, which is why the Company has highlighted the trend in its recent Annual Reports on Form 10-K. That said, it is important to note that such customer migrations typically occur over an extended
period of time and in multiple steps due to the technical complexity of a customer’s Oracle Cloud implementation and system changeover. As a result, the timeline of a successful migration varies on a customer-by-customer basis. For this reason, management currently evaluates customer migration data on a long-term basis and does not evaluate a quantified analysis on a quarterly basis. Consistent with this
practice, the Company has not historically provided regular updates on customer migration trends in its Quarterly Reports on Form 10-Q or on its quarterly earnings calls.

  Page
 2

 In light of the foregoing, the Company believes that including a quantified discussion of customer migrations
in its future Annual Reports on Form 10-K, starting with its Annual Report on Form 10-K for the fiscal year ending May 31, 2025 — rather than including such
discussion in its Quarterly Reports on Form 10-Q — would better reflect how management evaluates the business and ultimately provide investors with a more accurate picture of management’s
perspectives on customer migrations. Consequently, the Company believes this approach would be more consistent with the objective of Management’s Discussion and Analysis of Financial Condition and Results of Operations, as outlined in Item
303(a) of Regulation S-K, of better allowing investors to view the Company from management’s perspective. The Company confirms that it will include such a quantified discussion in such future filings with
the SEC, to the extent that this trend remains material to the Company and is discussed in such filings.

********************************************

Please contact me at (650) 506-7000 if you have any further questions.

Very truly yours,

/s/ Brian Higgins

Brian Higgins

Senior Vice President and Corporate Secretary

cc:
 Safra Catz, Chief Executive Officer, Oracle Corporation

Stuart Levey, Executive Vice President, Chief Legal Officer, Oracle Corporation

Maria Smith, Executive Vice President, Chief Accounting Officer, Oracle Corporation

Kimberly Woolley, Vice President, Asst. General Counsel and Asst. Secretary, Oracle Corporation

Sarah K. Solum, Freshfields Bruckhaus Deringer US LLP

Jacqueline A. Marino, Freshfields Bruckhaus Deringer US LLP

July 30, 2024
Safra Catz
Chief Executive Officer
Oracle Corp
2300 Oracle Way
Austin, TX 78741
Re:Oracle Corp
Form 10-K for the Year Ended May 31, 2024
Response dated July 26, 2024
File No. 001-35992
Dear Safra Catz:
            We have reviewed your July 26, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 12, 2024 letter.
Form 10-K for the year ended May 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Cloud and License Business, page 40
1.We note your response to prior comment 1. In light of your discussions of cloud services
revenues in your quarterly filings, please explain to us why you will not provide
a quantified discussion of customer migrations in your forthcoming Form 10-Q.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-551-
3361 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance

July 30, 2024
Page 2
Office of Technology

CORRESP
1
filename1.htm

CORRESP

Oracle Corporation

2300 Oracle Way

phone

(737) 867-1000

 Austin, Texas

 78741

 VIA EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Technology

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Anastasia Kaluzienski and Robert
Littlepage

 July 26, 2024

RE:
 Oracle Corporation

Form 10-K for Fiscal Year Ended May 31, 2024

Filed June 20, 2024

File No. 001-35992

Dear Ms. Kaluzienski and Mr. Littlepage:

 This letter
responds to the comments set forth in the letter from the Staff of the Division of Corporation Finance, Office of Technology (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to Safra
Catz, Chief Executive Officer of Oracle Corporation (the “Company”), dated July 12, 2024, regarding the Company’s Annual Report on Form 10-K for the fiscal year ended
May 31, 2024 (the “2024 Form 10-K”). In this letter, we have recited the comments from the Staff in italicized type and have followed each comment with the
Company’s response.

 ********************************************

Form 10-K filed June 20, 2024

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cloud and License Business, page 40

1.
 With a view towards enhanced investor understanding, in future filings please present a quantified
discussion of customer migrations from software licenses and the related license support to the Oracle Cloud.

 The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it intends to include a quantified discussion of customer migrations from software licenses and related license support to the Oracle Cloud in its future filings with the
SEC, beginning with its Annual Report on Form 10-K for the year ending May 31, 2025, to the extent that this trend remains material to the Company and is discussed in such filings.

 Page 2

Results of Operations, page 44

2.
 Please expand your results of operations discussion throughout to provide a more comprehensive and
quantified discussion and analysis of the factors that impacted your results during the comparative periods. In circumstances where there are multiple factors that are material to a change, please quantify the incremental impact of each factor on
the overall change. For example, quantify how much of the increase in your cloud and license business’ total revenues was due to changes in volumes sold, changes in selling prices, changes in product mix, and the net impact of the changes in
foreign currency exchange rates. See Item 303(b)(2) of Regulation S-K.

 The Company
respectfully acknowledges the Staff’s comment and advises the Staff that management prepared and evaluated the results of operations disclosure included in the 2024 Form 10-K with reference to Item 303 of
Regulation S-K, including Item 303(b)(2), and the instructions thereto, as well as the SEC’s and Staff’s related guidance. The Company believes that such disclosure, including the discussion of cloud
and license revenues included therein and referenced in the Staff’s comment, is appropriate and consistent with such rules and guidance.

 The Company
further advises the Staff that management does not evaluate changes in the Company’s operating segments’ revenues, including cloud and license revenues, on the basis of changes in volume or price. Item 303(b)(2)(iii) of Regulation S-K, which addresses material period-to-period changes in net sales or revenue, requires discussion of changes in prices, changes in
the volume or amount of goods or services sold or the introduction of new products or services only “if applicable.” Because management does not evaluate changes in operating segment revenues based on these factors, the Company believes
that, consistent with Item 303(b)(2)(iii), changes in volume or price would be inapplicable to a discussion of changes in operating segment revenues. Quantification of such factors would be inconsistent with the objective of Management’s
Discussion and Analysis of Financial Condition and Results of Operations, as outlined in Item 303(a) of Regulation S-K, of better allowing investors to view the Company from management’s perspective.

Consistent with the Staff’s comment, the Company confirms that in its future filings with the SEC, it will provide a more comprehensive and quantified
discussion and analysis of the factors that impacted its results during the comparative periods, including, in circumstances where there are multiple factors that are material to a change in segment revenues or other line items, by quantifying the
incremental impact of each such material factor on the overall change.

 ********************************************

Please contact me at (650) 506-7000 if you have any further questions.

Very truly yours,

/s/ Brian Higgins

Brian Higgins

Senior Vice President and Corporate Secretary

cc:
 Safra Catz, Chief Executive Officer, Oracle Corporation

Stuart Levey, Executive Vice President, Chief Legal Officer, Oracle Corporation

Maria Smith, Executive Vice President, Chief Accounting Officer, Oracle Corporation

Kimberly Woolley, Vice President, Asst. General Counsel and Asst. Secretary, Oracle Corporation

Sarah K. Solum, Freshfields Bruckhaus Deringer US LLP

Jacqueline A. Marino, Freshfields Bruckhaus Deringer US LLP

July 12, 2024
Safra Catz
Chief Executive Officer
Oracle Corp
2300 Oracle Way
Austin, TX 78741
Re:Oracle Corp
Form 10-K for the Year Ended May 31, 2024
File No. 001-35992
Dear Safra Catz:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended May 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Cloud and License Business, page 40
1.With a view towards enhanced investor understanding, in future filings please present a
quantified discussion of customer migrations from software licenses and the related
license support to the Oracle Cloud.
Results of Operations, page 44
2.Please expand your results of operations discussion throughout to provide a more
comprehensive and quantified discussion and analysis of the factors that impacted your
results during the comparative periods. In circumstances where there are multiple factors
that are material to a change, please quantify the incremental impact of each factor on the
overall change. For example, quantify how much of the increase in your cloud and license
business’ total revenues was due to changes in volumes sold, changes in selling prices,
changes in product mix, and the net impact of the changes in foreign currency exchange
rates. See Item 303(b)(2) of Regulation S-K.

July 12, 2024
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-551-
3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
November 3, 2023
Safra Catz
Chief Executive Officer
Oracle Corporation
2300 Oracle Way
Austin, TX 78741
Re:Oracle Corporation
Form 10-K for Fiscal Year Ended May 31, 2023
File No. 001-35992
Dear Safra Catz:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Maria Smith

CORRESP
1
filename1.htm

CORRESP

 Oracle Corporation

 2300 Oracle Way

 phone  (737) 867-1000

 Austin, Texas

 78741

 VIA EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Technology

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Charli Gibbs-Tabler and Jennifer
Angelini

 October 20, 2023

RE:
 Oracle Corporation

Form 10-K for Fiscal Year Ended May 31, 2023

Response Dated September 19, 2023

File No. 001-35992

Dear Ms. Gibbs-Tabler and Ms. Angelini:

This letter responds to the supplemental comment letter from the Staff of the Division of Corporation Finance, Office of Technology (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) to Safra Catz, Chief Executive Officer of Oracle Corporation (the “Company”) dated October 6, 2023, issued in
response to the Company’s letter dated September 19, 2023 (the “Initial Response Letter”) in response to the Staff’s comment letter dated August 21, 2023, all relating to the Company’s Annual Report
on Form 10-K for the fiscal year ended May 31, 2023 (the “2023 Form 10-K”). In this letter, we have recited the supplemental comments from
the Staff in italicized type and have followed each supplemental comment with the Company’s response.

 As a general note and as noted
in the Initial Response Letter, the Company carefully considers the requirements applicable to each filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated
thereunder (the “Applicable Disclosure Requirements”), as well as SEC guidance regarding those requirements, including the SEC’s Guidance Regarding Disclosure Related to Climate Change (SEC Rel. 33-9106, Feb. 2, 2010). In connection with the preparation of its filings under the Exchange Act and in consideration of the Applicable Disclosure Requirements, the Company engages in a number of processes to
surface potentially material developments, events, trends and risks for consideration for disclosure (collectively, the “Disclosure Reviews”). Among other things, members of the Company’s legal, finance, regulatory,
compliance, investor relations, tax, treasury and sustainability teams review portions of the Company’s prior disclosures; propose potential new disclosures as appropriate; meet with each other and with other key business leaders to discuss
potentially material developments, events, trends and risks; and seek input from other areas of the business as necessary. In addition, the Company maintains a standing Disclosure Committee, which includes the Company’s Chief Executive Officer,
Chief Accounting Officer, Chief Legal Officer and other senior business leaders. The Disclosure Committee generally meets on a quarterly basis to review previous and proposed new disclosures and to discuss any changes that may be appropriate as a
result of potentially material developments, events, trends and risks identified during the Disclosure Review process, including environmental and climate-related risks. The Company also maintains an Environmental Steering Committee (the
“ESC”) which is led by the Company’s Chief Sustainability Officer and includes senior management and executives across several Oracle business units. The ESC is responsible for assessing climate-related issues and
driving cross-functional collaboration across the organization. The Company’s Chief Accounting Officer and several executives who observe Disclosure Committee meetings and/or report to members of the Disclosure Committee are members of the ESC.
The ESC also regularly reports to the Company’s Chief Executive Officer regarding strategic climate change risks and opportunities. In determining the materiality of information to be included in its disclosures, the Company refers to the
standard of materiality set forth in Basic v. Levinson, 485 U.S. 224 (1988).

  Page
 2

 ********************************************

Form 10-K for Fiscal Year Ended May 31, 2023

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 35

1.
 We note your response to prior comment 2. Please further address the following:

•

 Your response that you have not seen or identified any material indirect consequences of climate-related
regulation or business trends appears conclusory in nature. In this regard, we note disclosure in your Form 10-K cited in response to prior comment 1, including that
“Regulatory, market, and competitive pressures regarding the greenhouse gas emissions and energy mix for our data center operations may also grow,” and on page 4 regarding increased customer demand for
Oracle Cloud Services. Tell us more about how you evaluated the indirect consequences of climate-related regulation and business trends and how you concluded they are not material, providing support for your determinations.

•

 According to your response, you (i) believe customers purchase your products and
services for a wide variety of reasons, (ii) do not believe you have experienced decreased demand for products or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources,
(iii) have not identified emissions as a driver of demand, (iv) are not aware of energy efficiency being a primary consideration, and (v) are not able to isolate the extent to which any single
factor affects customers’ decisions. Tell us more about your actual experience regarding climate-related changes in demand and competition, including how you have identified or become aware of them. Explain the difficulty you have experienced
in isolating climate-related factors from the other factors noted in your response, and tell us how you considered disclosing the related uncertainties in evaluating climate-related business trends.

•

 Your response indicates that you believe your offerings could support customers’
achievement of environmental sustainability goals, both through transition to the cloud and through various cloud solutions. We also note disclosure on page 5 of your Form 10-K indicating that
cloud service revenues represented 32%, 25%, and 22% of total revenues in fiscal 2023, 2022, and 2021. Tell us how you evaluated the materiality of these potential opportunities for purposes of disclosure.

•

 Your response indicates that your cloud services used 81% renewable energy in 2023, with the goal of
reaching 100% renewable energy across your commercial portfolio by the end of 2025. Provide us with additional information regarding the steps you have taken and expect to take in connection with your renewable energy goal. Include
quantification of the costs incurred during the periods covered by your Form 10-K and expected to be incurred in future periods, and tell us how you assessed materiality.

  Page
 3

 Response

Set forth below are the Company’s detailed responses to each of the items referenced in the Staff’s comment.

•

 Your response that you have not seen or identified any material indirect consequences of climate-related
regulation or business trends appears conclusory in nature. In this regard, we note disclosure in your Form 10-K cited in response to prior comment 1, including that
“Regulatory, market, and competitive pressures regarding the greenhouse gas emissions and energy mix for our data center operations may also grow,” and on page 4 regarding increased customer demand for
Oracle Cloud Services. Tell us more about how you evaluated the indirect consequences of climate-related regulation and business trends and how you concluded they are not material, providing support for your determinations.

 The Company has implemented a robust process to proactively identify, assess and manage environmental and
climate-related risks, including through the use of risk management software and risk modeling tools and the performance of quantitative and qualitative scenario analyses. Assessments of environmental and climate-related risks are reviewed and
discussed during quarterly meetings of the ESC and are also considered in connection with the Company’s Disclosure Reviews.

 In
connection with this process, the Company has assessed the reasonably foreseeable direct and indirect consequences of a variety of climate-related risks, including with respect to current and emerging regulation, technology, legal and compliance,
market, reputational, acute physical and chronic physical risks. For example, as part of its assessment and management of climate-related regulatory risks, the Company closely monitors potential laws around energy efficiency and the circular economy
and has sought to proactively mitigate the potential impact of such laws by participating in voluntary energy efficiency programs such as ENERGY STAR and LEED certifications. Informed by these risk assessment and risk management exercises, the
Company expects its exposure to risks related to existing climate-related regulation to increase gradually over time but does not expect that such risks will represent exposures of more than 1% of its annual revenues.

Similarly, the Company has not identified any material indirect consequences of climate-related business trends. In connection with the
Company’s risk management processes and Disclosure Reviews, the Company monitors market trends, including potential shifts in customer preferences toward low-carbon products, to inform product strategy.
For example, in order to ensure that the Company’s products align to customers’ emissions reduction goals, the Company has implemented trainings for its hardware engineers in circular economy design principles. In addition, the Company
believes that its Social Impact Report and other proactive and voluntary stakeholder communications have helped to communicate its alignment with climate-related business trends, aiding the Company’s ability to effectively mitigate potential
demand and reputational risks relating to climate-related business trends.

 As a result of these risk assessment and management processes,
the Company believes its exposure to risks relating to the indirect consequences of climate-related regulation or business trends is limited and has been further mitigated by the Company’s proactive steps to address those risks. For these
reasons, the Company determined that no additional disclosure regarding the potential indirect consequences of climate-related regulation or business trends beyond that included on page 28 of the 2023 Form
10-K, which states that regulatory, market and competitive pressures regarding the greenhouse gas emissions and energy mix for its data center operations may grow, was required under the Applicable Disclosure
Requirements or would otherwise constitute material information necessary in order to make the statements in the 2023 Form 10-K, in light of the circumstances under which they were made, not misleading.

•

 According to your response, you (i) believe customers purchase your products and services for a wide
variety of reasons, (ii) do not believe you have experienced decreased demand for products or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources, (iii) have not identified emissions as
a driver of demand, (iv) are not aware of energy efficiency being a primary consideration, and (v) are not able to isolate the extent to which any single factor affects customers’ decisions. Tell us more about your actual experience
regarding climate-related changes in demand and competition, including how you have identified or become aware of them. Explain the difficulty you have experienced in isolating climate-related factors from the other factors noted in your response,
and tell us how you considered disclosing the related uncertainties in evaluating climate-related business trends.

  Page
 4

 As noted above, market risks, such as potential shifts in customer preferences toward low-carbon products, are included in the Company’s climate-related risk assessments, and the Company monitors market trends, including potential shifts in customer preferences toward low-carbon products, to inform product strategy. For example, in order to ensure that the Company’s products align to customers’ emissions reduction goals, the Company has implemented trainings for its
hardware engineers in circular economy design principles. In addition, the Company believes that its Social Impact Report and other proactive and voluntary disclosures about its environmental initiatives and footprint, including with respect to
building and energy efficiency, renewable energy and emissions reduction, have helped to communicate its alignment with customers’ potential emissions reduction goals, aiding the Company’s management of demand and reputational risks
relating to climate-related business trends.

 The Company believes that these efforts to identify and respond to climate-related market
trends, coupled with its proactive disclosures regarding such matters, have effectively addressed and mitigated the potential for customer considerations related to energy efficiency, greenhouse gas emissions, use of carbon-based energy sources and
other potential climate-related considerations to adversely affect demand for the Company’s offerings. Although the Company believes that greenhouse gas emissions, use of carbon-based energy sources and energy efficiency may be among the
factors considered by some of its customers, it is difficult to isolate the extent to which such factors affect customers’ decisions, if at all, as to whether or not to utilize its offerings. Further, as disclosed in the Initial Response Letter
and on page 15 of the 2023 Form 10-K, the Company believes that numerous other factors, including cost, performance, scalability, reliability, security, functionality, efficiency, ease of use, speed to
production and quality of technical support, are the key factors on which the Company competes in its cloud services and other businesses. Because the Company does not consider climate-related considerations to be a key factor upon which it
competes, the Company believes a discussion of uncertainties in evaluating climate-related business trends was not material under the Applicable Disclosure Requirements and was appropriately omitted from the 2023 Form
10-K.

•

 Your response indicates that you believe your offerings could support customers’
achievement of environmental sustainability goals, both through transition to the cloud and through various cloud solutions. We also note disclosure on page 5 of your Form 10-K indicating that
cloud service revenues represented 32%, 25%, and 22% of total revenues in fiscal 2023, 2022, and 2021. Tell us how you evaluated the materiality of these potential opportunities for purposes of disclosure.

As noted above, the Company monitors market trends, including potential shifts in customer preferences toward
low-carbon products, to inform product strategy, and believes that climate-related factors may be among the factors considered by some customers in deciding whether or not to utilize the Company’s
offerings. For example, transitioning from on-premises infrastructure to a more efficient and sustainably powered cloud can help customers reduce their greenhouse gas emissions. However, as discussed above,
the Company believes that numerous other factors, including cost, performance, scalability, reliability, security, functionality, efficiency, ease of use, speed to production and quality of technical support, are the key factors on which the Company
competes in its cloud services and other businesses. Because the Company does not believe the potential to support customers’ achievement of sustainability goals is a key factor upon which it competes, it believes a discussion of such potential
opportunities was not material under the Applicable Disclosure Requirements and was appropriately omitted from the 2023 Form 10-K.

  Page
 5

•

 Your response indicates

United States securities and exchange commission logo
October 6, 2023
Safra Catz
Chief Executive Officer
Oracle Corporation
2300 Oracle Way
Austin, Texas 78741
Re:Oracle Corporation
Form 10-K for Fiscal Year Ended May 31, 2023
Response Dated September 19, 2023
File No. 001-35992
Dear Safra Catz:
            We have reviewed your September 19, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our August 21,
2023 letter.
Form 10-K for Fiscal Year Ended May 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
35
1.We note your response to prior comment 2. Please further address the following:

•Your response that you have not seen or identified any material indirect
consequences of climate-related regulation or business trends appears conclusory in
nature. In this regard, we note disclosure in your Form 10-K cited in response to prior
comment 1, including that “Regulatory, market, and competitive pressures regarding
the greenhouse gas emissions and energy mix for our data center operations may also
grow,” and on page 4 regarding increased customer demand for Oracle Cloud
Services. Tell us more about how you evaluated the indirect consequences of climate-

 FirstName LastNameSafra Catz
 Comapany NameOracle Corporation
 October 6, 2023 Page 2
 FirstName LastName
Safra Catz
Oracle Corporation
October 6, 2023
Page 2
related regulation and business trends and how you concluded they are not material,
providing support for your determinations.

•According to your response, you (i) believe customers purchase your products and
services for a wide variety of reasons, (ii) do not believe you have experienced
decreased demand for products or services that produce significant greenhouse gas
emissions or are related to carbon-based energy sources, (iii) have not identified
emissions as a driver of demand, (iv) are not aware of energy efficiency being a
primary consideration, and (v) are not able to isolate the extent to which any single
factor affects customers’ decisions. Tell us more about your actual experience
regarding climate-related changes in demand and competition, including how you
have identified or become aware of them. Explain the difficulty you have experienced
in isolating climate-related factors from the other factors noted in your response, and
tell us how you considered disclosing the related uncertainties in evaluating climate-
related business trends.

•Your response indicates that you believe your offerings could support customers’
achievement of environmental sustainability goals, both through transition to the
cloud and through various cloud solutions. We also note disclosure on page 5 of your
Form 10-K indicating that cloud service revenues represented 32%, 25%, and 22% of
total revenues in fiscal 2023, 2022, and 2021. Tell us how you evaluated the
materiality of these potential opportunities for purposes of disclosure.

•Your response indicates that your cloud services used 81% renewable energy in 2023,
with the goal of reaching 100% renewable energy across your commercial portfolio
by the end of 2025. Provide us with additional information regarding the steps you
have taken and expect to take in connection with your renewable energy goal. Include
quantification of the costs incurred during the periods covered by your Form 10-K
and expected to be incurred in future periods, and tell us how you assessed
materiality.
2.Your response to prior comment 3 indicates that (i) your properties and operations
experienced limited weather-related impacts during the periods covered by the Form 10-K
and (ii) you did not identify any weather-related impacts on your customers or suppliers
during these periods that had a material impact on your operations or results. Please
provide more information regarding these impacts on you, your customers, and your
suppliers and tell us how you evaluated materiality, including by providing the
quantification requested by our prior comment.
3.We note your response to prior comment 4 and reissue it in part. Please provide the
quantitative information requested by our comment for future periods.

 FirstName LastNameSafra Catz
 Comapany NameOracle Corporation
 October 6, 2023 Page 3
 FirstName LastName
Safra Catz
Oracle Corporation
October 6, 2023
Page 3
            Please contact Charli Gibbs-Tabler at 202-551-6388 or Jennifer Angelini at 202-551-
3047 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Maria Smith

CORRESP
1
filename1.htm

CORRESP

Oracle Corporation

2300 Oracle Way

phone (737) 867-1000

Austin, Texas

78741

 VIA EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Technology

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Charli Gibbs-Tabler and Jennifer
Angelini

 September 19, 2023

RE:
 Oracle Corporation

Form 10-K for Fiscal Year Ended May 31, 2023

Filed June 20, 2023

File No. 001-35992

Dear Ms. Gibbs-Tabler and Ms. Angelini:

 This letter
responds to the comments set forth in the letter from the Staff of the Division of Corporation Finance, Office of Technology (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to Safra
Catz, Chief Executive Officer of Oracle Corporation (the “Company”) dated August 21, 2023, regarding the Company’s Annual Report on Form 10-K for the fiscal year ended
May 31, 2023 (the “2023 Form 10-K”). In this letter, we have recited the comments from the Staff in italicized type and have followed each comment with the Company’s response.

 ********************************************

Form 10-K filed June 20, 2023

General

1.
 We note that you provided more expansive disclosure in your Social Impact Report and Social Impact Datasheet
than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in these documents.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that its Social Impact Report and Social Impact Datasheet (together, the
“Social Impact Disclosures”) address sustainability reporting practices, speak to a wide range of stakeholder interests and provide disclosures beyond those that the Company, in consultation with SEC rules and regulations and
other applicable law, considers material for investors in the context of an Annual Report on Form 10-K. The Social Impact Disclosures provide a convenient means of communicating social impact-related
information, including climate-related disclosure, that may be of interest to a wide range of stakeholders, including customers, employees, suppliers, business partners and members of the communities in which the Company operates. The Company takes
sustainability and climate change-related matters seriously and has voluntarily provided this information to its stakeholders.

  Page
 2

However, the information included in the Social Impact Disclosures is substantially more detailed than the information required to be disclosed under existing SEC rules and regulations, and the
Company believes such information is not material under the standards applicable to its filings with the SEC.

 The Company carefully considers the
requirements applicable to each filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules and regulations promulgated thereunder (the “Applicable Disclosure
Requirements”), as well as SEC guidance regarding those requirements, including the SEC’s Guidance Regarding Disclosure Related to Climate Change (SEC Rel. 33-9106, Feb. 2, 2010). In
connection with the preparation of the Company’s Annual Reports on Form 10-K, including the 2023 Form 10-K, Quarterly Reports on Form
10-Q and annual proxy statements, including the 2022 Definitive Proxy Statement on Schedule 14A (the “2022 Proxy Statement”) and in consideration of the Applicable Disclosure
Requirements, the Company engages in a number of processes to surface potentially material developments, events, trends and risks for consideration for disclosure (collectively, the “Disclosure Reviews”). Among other things,
members of the Company’s legal, finance, regulatory, compliance, investor relations, tax, treasury and sustainability teams review portions of the Company’s prior disclosures; propose potential new disclosures as appropriate; meet with
each other and with other key business leaders to discuss potentially material developments, events, trends and risks; and seek input from other areas of the business as necessary. In addition, the Company maintains a standing Disclosure Committee,
which includes the Company’s Chief Accounting Officer, Chief Legal Officer and other senior business leaders. The Disclosure Committee generally meets on a quarterly basis to review previous and proposed new disclosures and to discuss any
changes that may be appropriate as a result of potentially material events, trends and risks identified during the Disclosure Review process. In determining the materiality of information to be included in its disclosures, the Company refers to the
standard of materiality set forth in Basic v. Levinson, 485 U.S. 224 (1988).

 In connection with its Disclosure Reviews, the Company regularly
considers climate-related matters for inclusion in its filings, including in consideration of the requirements of Items 101, 105 and 303 of Regulation S-K. During the Disclosure Review process in connection
with the preparation of the 2023 Form 10-K and the 2022 Proxy Statement, the Company considered whether it was required under the Applicable Disclosure Requirements to provide any of the extensive
climate-related information that it has included in previous iterations of the Social Impact Disclosures. The Company determined that such information was not required to be included in the 2023 Form 10-K
under the Applicable Disclosure Requirements or otherwise material information necessary in order to make the statements in the 2023 Form 10-K or the 2022 Proxy Statement, in light of the circumstances under
which they were made, not misleading.

 On page 28 of the Company’s 2023 Form 10-K, the Company included
disclosure regarding environmental and related laws and regulations that could result in significant liabilities and costs. The Company disclosed that it has an Environmental Steering Committee comprised of senior management that oversees
sustainability strategy, including climate risk mitigation, and provided additional information about the committee. The Company also disclosed that failure to implement and oversee controls to comply with mandatory environmental, social and
governance-related disclosures may result in liability or harm to the Company’s reputation.

 The Company has also evaluated the potential impact of
failing to meet the standards and goals that are voluntarily set forth in its Social Impact Report. The Company determined that stockholders could potentially find such failure to be material and has timely disclosed this risk on page 28 of the 2023
Form 10-K, which states that the Company’s failure to meet these standards and goals may “potentially harm [the Company’s] reputation and brand.”

The Company therefore respectfully submits that the type of detailed climate-related disclosure in the Social Impact Disclosures was not required under the
Applicable Disclosure Requirements to be included in the 2023 Form 10-K or any other required SEC filings. With respect to future filings, the Company will continue to monitor and evaluate whether inclusion of
any specific pending or existing climate-related matters may be warranted in response to the Applicable Disclosure Requirements in accordance with the processes described above.

  Page
 3

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 35

2.
 To the extent material, discuss the indirect consequences of climate-related regulation or business trends,
such as the following:

•

 decreased demand for products or services that produce significant greenhouse gas emissions or are related to
carbon-based energy sources;

•

 increased demand for products or services that result in lower emissions than competing products;

•

 increased competition to develop innovative new products that result in lower emissions;

•

 increased demand for generation and transmission of energy from alternative energy sources; and

•

 any anticipated reputational risks resulting from operations or products that produce material greenhouse gas
emissions.

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has not identified any
material indirect consequences of climate-related regulation or business trends that would be required to be disclosed under the Applicable Disclosure Requirements or would otherwise constitute material information necessary in order to make the
statements in the 2023 Form 10-K, in light of the circumstances under which they were made, not misleading. As an initial matter, the Company notes that it is in the business of providing products and services
that address enterprise information technology (“IT”) environments. In 2023, the Company generated 83% of its revenue from its cloud and license offerings, 6% from its enterprise hardware products and hardware-related software products and
11% from its consulting services and advanced customer services. The Company’s thousands of global customers vary widely by size and geography, and the trends and factors affecting demand for its offerings vary by region and customer.

The Company’s products and services do not directly produce greenhouse gases and only indirectly contribute to greenhouse gas emissions through the
energy used to power data centers to deliver the Company’s cloud and license offerings, to manufacture and distribute the Company’ hardware products and to power offices for the Company’s staff. Although the Company has not seen, to
date, any material indirect consequences of climate-related regulation or business trends, the Company is nevertheless committed to reducing the environmental footprint of its operations, including through the use of renewable energy sources and
circular economy hardware design principles. For example, in calendar year 2022 the Company’s cloud services used 81% renewable energy, and the Company has a goal to reach 100% renewable energy across its commercial portfolio by the end of
calendar year 2025. The Company believes its offerings could also support its customers’ achievement of environmental sustainability goals, both through the transition from on-premises infrastructure to
the cloud, which is more efficient and can help reduce greenhouse gas emissions, and through various cloud solutions which allow customers to design environmentally friendly products, source materials responsibly, transport goods in more sustainable
ways, manage risks and analyze and report on environmental impacts of their business operations.

 Set forth below are the Company’s detailed
responses to each of the items referenced in the Staff’s comment.

•

 decreased demand for products or services that produce significant greenhouse gas emissions or are related to
carbon-based energy sources

 As described above, the Company’s products and services do not directly produce greenhouse gases
and only indirectly contribute to greenhouse gas emissions through the energy used to power data centers to deliver the Company’s cloud and license offerings, to manufacture and distribute the Company’s hardware products and to power
offices for the Company’s staff. In each of its businesses, the Company believes that its customers

  Page
 4

make purchasing decisions based on a variety of reasons, including, among others, cost, performance, scalability, reliability, security, functionality, efficiency, ease of use, speed to
production and quality of technical support. To date, the Company does not believe that it has experienced decreased demand for products or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources, and
the Company has not identified such emissions in relation to carbon-based energy sources as a driver of demand for its products or services. The Company is not aware of energy efficiency being a primary consideration for its customers, although it
may be a related consideration in some cases, and the Company is not able to isolate the extent to which this or any other single factor affects customers’ decisions as to whether or not to utilize those offerings.

•

 increased demand for products or services that result in lower emissions than competing products;

 As noted above, the Company believes that its customers purchase its products and services for a wide variety of reasons. Although the
energy efficiency of the Company’s cloud services is one factor that customers may consider when determining to utilize the Company’s cloud and license offerings, the Company is not able to isolate the extent to which this or any other
single factor affects customers’ decisions as to whether or not to utilize those offerings.

•

 increased competition to develop innovative new products that result in lower emissions

 The Company is not aware of any increased competition to develop new products that result in lower emissions. As noted above, the
Company believes that its customers purchase its products and services for a wide variety of reasons. The Company is not aware of lower emissions being a primary consideration for its customers, although it may be a related consideration in some
cases. Improvements in energy efficiency and cost to operate, which are factors on which the Company does believe it competes for customers, may have the added benefit of resulting in lower emissions, but the Company does not believe that climate
change-related regulations or business trends drive such competition.

•

 increased demand for generation and transmission of energy from alternative energy sources

 The Company is not aware of any increased demand for generation and transmission of energy from alternative energy sources as it
relates to the Company’s products or services. However, as noted above, the Company’s cloud offerings used 81% renewable energy in calendar year 2022, and the Company has a goal to reach 100% renewable energy across its commercial
portfolio by the end of calendar year 2025. Consequently, the Company does not expect to experience any material impacts from increased demand for generation and transmission of energy from alternative energy sources with respect to its operations.

•

 any anticipated reputational risks resulting from operations or products that produce material greenhouse gas
emissions.

 As noted above, the Company does not believe its products or services directly produce significant greenhouse gas
emissions, and it has taken steps to generally reduce its overall environmental footprint, which it believes have yielded reputational benefits. Consequently, the Company does not anticipate any material reputational risks resulting from its
operations or products that produce greenhouse gas emissions.

 For the reasons discussed above, the Company has not identified any material indirect
consequences of climate-related regulation or business trends. Therefore, the Company does not believe any related disclosure is required under the Applicable Disclosure Standards or is otherwise necessary in order to make the statements in the 2023
Form 10-K, in light of the circumstances under which they were made, not misleading. The Company will continue to consider the material indirect consequences of climate-related regulation or business trends in
connection with future Disclosure Reviews, and if they are considered reasonably likely to have a material effect on its business, financial condition, liquidity or results of operations, the Company will include disclosure in its future Exchange
Act filings as appropriate.

  Page
 5

3.
 We note on page 31 of the Form 10-K that your critical business
operations are concentrated in a few geographic areas and that major natural disasters or the effects of climate change, such as increased storm severity or drought, are risks to your business. Please discuss the physical effects of climate change
on your operations and results. This disclosure may include the following:

•

 severity

United States securities and exchange commission logo
August 21, 2023
Safra Catz
Chief Executive Officer
Oracle Corporation
2300 Oracle Way
Austin, Texas 78741
Re:Oracle Corporation
Form 10-K for Fiscal Year Ended May 31, 2023
Filed June 20, 2023
File No. 001-35992
Dear Safra Catz:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K filed June 20, 2023
General
1.We note that you provided more expansive disclosure in your Social Impact Report and
Social Impact Datasheet than you provided in your SEC filings.  Please advise us what
consideration you gave to providing the same type of climate-related disclosure in your
SEC filings as you provided in these documents.

 FirstName LastNameSafra Catz
 Comapany NameOracle Corporation
 August 21, 2023 Page 2
 FirstName LastName
Safra Catz
Oracle Corporation
August 21, 2023
Page 2
Management's Discussion and Analysis of Analysis of Financial Condition and Results of
Operations,, page 35
2.To the extent material, discuss the indirect consequences of climate-related regulation or
business trends, such as the following:

•decreased demand for products or services that produce significant greenhouse gas
emissions or are related to carbon-based energy sources;
•increased demand for products or services that result in lower emissions than
competing products;
•increased competition to develop innovative new products that result in lower
emissions;
•increased demand for generation and transmission of energy from alternative energy
sources; and
•any anticipated reputational risks resulting from operations or products that produce
material greenhouse gas emissions.
3.We note disclosure on page 31 of the Form 10-K that your critical business operations are
concentrated in a few geographic areas and that major natural disasters or the effects of
climate change, such as increased storm severity or drought, are risks to your business.
Please discuss the physical effects of climate change on your operations and results.  This
disclosure may include the following:

•severity of weather, such as floods, hurricanes, sea levels, extreme fires, and water
availability and quality;
•quantification of weather-related damages to your property or operations;
•potential for indirect weather-related impacts that have affected or may affect your
major customers or suppliers; and
•the extent to which extreme weather events have reduced the availability of insurance
or increased the cost of insurance.

Include quantitative information for each of the periods covered by your Form 10-K and
explain whether increased amounts are expected in future periods.
4.Please provide disclosure about your purchase and sale of carbon credits, carbon offsets,
or energy attribute certificates, and any material effects on your business, financial
condition, and results of operations.  Provide us with quantitative information for each of
the periods covered by your most recent Form 10-K and the amounts budgeted for or
expected to be incurred in future periods.

 FirstName LastNameSafra Catz
 Comapany NameOracle Corporation
 August 21, 2023 Page 3
 FirstName LastName
Safra Catz
Oracle Corporation
August 21, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Charli Gibbs-Tabler at 202-551-6388 or Jennifer Angelini at 202-551-
3047 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
June 21, 2021
Safra Catz
Chief Executive Officer
Oracle Corp
2300 Oracle Way
Austin, TX 78741
Re:Oracle Corp
Form 10-K for the Year Ended May 31, 2020
Form 10-Q for the Period Ended February 28, 2021
File No. 001-35992
Dear Ms. Catz:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

orcl-corresp.htm

Oracle Corporation

2300 Oracle Way

Austin, Texas

78741

phone    (737) 867-1000

June 4, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-5546

Attn:

Robert S. Littlepage, Accounting Branch Chief

Lisa Etheredge, Senior Staff Accountant

Re:

Oracle Corporation

Form 10-K for the Fiscal Year Ended May 31, 2020

Filed June 22, 2020

Form 10-Q for the Period Ended February 28, 2021

Filed March 11, 2021

File No. 001-35992

Dear Mr. Littlepage and Ms. Etheredge:

This letter responds to the comments set forth in the letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to Safra Catz, Chief Executive Officer of Oracle Corporation (“Oracle” or “we”) dated May 25, 2021, regarding Oracle’s Annual Report on Form 10-K for the fiscal year ended May 31, 2021 and Oracle’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2021.

Form 10-K for the Year Ended May 31, 2020

Audited Consolidated Financial Statements

Note 1. Organization and Significant Account Policies, page 74

1.

You disclose on page 78 that your remaining performance obligations were $37 billion as of May 31, 2020 and 62% of that amount is expected to be recognized as revenue over the next 12 months. We also note similar disclosure on page 9 of your Form 10-Q for the period ended February 28, 2021. Please revise to disclose (either quantitatively using relevant time bands or qualitatively) when the remaining portion will be recognized. Please refer to ASC 606-10-50-13.

Page 2

Response: In future filings, we will include additional disclosure as to when the remaining portion of Oracle’s remaining performance obligations will be recognized.

Form 10-Q for the Period Ended February 28, 2021

Management’s Discussion and Analysis

Liquidity and Capital Resources, page 40

2.

In your earnings conference call on March 10, 2021, management mentioned that the Company planned to invest "aggressively" during the fourth quarter of fiscal 2021 in both operating expenses and capital expenditures to address capacity constraints and prepare for an anticipated increase in cloud consumption. Management also indicated on the call that capital expenditures were expected to be $1 billion during the fourth quarter of 2021, which is a material increase compared to the $1.3 billion in capital expenditures incurred during the first nine months of fiscal 2021. There did not appear to be any mention of capacity constraints or planned additional expenditures in your MD&A for the period ended February 28, 2021. Please revise future filings to address the capacity issues encountered, address how these additional investments impacted your operating performance and cash flows for both the fourth quarter 2021 and fiscal year 2021. Please describe the extent to which you anticipate these trends will continue in future periods. Please refer to Item 303 of Regulation S-K.

Response: We advise the Staff that the impacts of capacity constraints on Oracle’s results of operations and cash flows for the periods ended February 28, 2021 were not material. The majority of Oracle’s investments for the fourth quarter of fiscal 2021 as disclosed by Oracle’s management on its March 10, 2021 earnings conference call were in anticipation of an increase in customer cloud consumption. To the extent that Oracle experiences capacity constraints and any related capital investments that materially affect, or in the future are reasonably likely to materially affect, Oracle’s results of operations and cash flows during the fourth quarter of fiscal 2021 and/or in future periods, Oracle will include a discussion about such capacity constraints and any related capital investments and their impacts on Oracle’s revenues, expenses and cash flows for the affected periods.

Page 3

If you have any further questions, please contact myself or Brian Higgins, Vice President, Associate General Counsel and Secretary, both at (650) 506-7000.

Very truly yours,

/s/  William Corey West

William Corey West

Executive Vice President, Chief Accounting Officer

cc:

Safra Catz, Chief Executive Officer, Oracle Corporation

Dorian Daley, Executive Vice President and General Counsel, Oracle Corporation

Brian Higgins, Vice President, Associate General Counsel and Secretary, Oracle Corporation

Kimberly Woolley, Vice President, Assistant General Counsel and Assistant Secretary, Oracle Corporation

Scott Gawel, Senior Vice President, Corporate Controller, Oracle Corporation

United States securities and exchange commission logo
May 25, 2021
Safra Catz
Chief Executive Officer
Oracle Corp
2300 Oracle Way
Austin, TX 78741
Re:Oracle Corp
Form 10-K for the Year Ended May 31, 2020
Form 10-Q for the Period Ended February 28, 2021
File No. 001-35992
Dear Ms. Catz:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended May 31, 2020
Audited Consolidated Financial Statements
Note 1. Organization and Significant Accounting Policies, page 74
1.You disclose on page 78 that your remaining performance obligations were $37 billion as
of May 31, 2020 and 62% of that amount is expected to be recognized as revenue over the
next 12 months.  We also note similar disclosure on page 9 of your Form 10-Q for the
period ended February 28, 2021.  Please revise to disclose (either quantitatively using
relevant time bands or qualitatively) when the remaining portion will be recognized.
Please refer to ASC 606-10-50-13.

 FirstName LastNameSafra Catz
 Comapany NameOracle Corp
 May 25, 2021 Page 2
 FirstName LastName
Safra Catz
Oracle Corp
May 25, 2021
Page 2
Form 10-Q for the Period Ended February 28, 2021
Management's Discussion and Analysis
Liquidity and Capital Resources, page 40
2.In your earnings conference call on March 10, 2021, management mentioned that the
Company planned to invest "aggressively" during the fourth quarter of fiscal 2021 in both
operating expenses and capital expenditures to address capacity constraints and prepare
for an anticipated increase in cloud consumption.  Management also indicated on the call
that capital expenditures were expected to be $1 billion during the fourth quarter of 2021,
which is a material increase compared to the $1.3 billion in capital expenditures incurred
during the first nine months of fiscal 2021.  There did not appear to be any mention of
capacity constraints or planned additional expenditures in your MD&A for the period
ended February 28, 2021.  Please revise future filings to address the capacity issues
encountered, address how these additional investments impacted your operating
performance and cash flows for both the fourth quarter 2021 and fiscal year 2021.  Please
describe the extent to which you anticipate these trends will continue in future periods.
Please refer to Item 303 of Regulation S-K.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Lisa Etheredge, Senior Staff Accountant, at (202) 551-3424 or Robert
S. Littlepage, Accounting Branch Chief, at (202) 551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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filename1.htm

CORRESP

VIA EDGAR

 200 Crescent Court, Suite 300

Dallas, TX 75201-6950

 +1 214 746
7700 tel

 +1 214 746 7777 fax

 September 13, 2016

 James R. Griffin

+1 (214) 746-7779

james.griffin@weil.com

 Mr. Nicholas P. Panos

Senior Special Counsel

 Office of Mergers and Acquisitions

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
NetSuite Inc.

Schedule TO-T Filed August 18, 2016 by Napa Acquisition Corporation,

OC Acquisition LLC and Oracle Corporation

Correspondence dated August 31, 2016

File No. 005-83718

 Dear Mr. Panos:

This letter is sent on behalf of Oracle Corporation (“Oracle”) in response to the comments of the Staff (the “Staff”) of the
United States Securities and Exchange Commission (the “Commission”) communicated in its letter dated September 7, 2016 (the “Comment Letter”) regarding the above-referenced filing. For ease of reference, we
have set forth below, in bold, the text of the Staff’s comment prior to each of Oracle’s responses in the same order as presented in the Comment Letter.

Rule 13e-3(a)(1) defines the term “affiliate” of an issuer to include a person that, directly or indirectly, “is under common control with
such issuer.” Rule 12b-2 defines the term “control” – inclusive of the term “under common control with” – to mean “the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” Rule 13e-3(a) further provides that “[u]nless [ ] the context otherwise requires, all terms used in this section [ ] shall
have the same meaning as in the Act or elsewhere in the General Rules and Regulations thereunder.” Please provide us with a legal analysis that explains whether or not Laurence J. Ellison controls NetSuite in light of the following disclosures
publicly available within NetSuite’s filings made with or otherwise available at the U.S. Securities and Exchange Commission:

 General
Response and Framework for Legal Analysis

 Introduction: The “issuer” of relevance for purposes of the potential
applicability of Rule 13e-3 to the Transaction is NetSuite Inc. (“NetSuite”). The question raised by the Staff is whether Mr. Ellison “controls” NetSuite such that, assuming he “controls” Oracle, NetSuite
and Oracle are under common control. We are of the view that Mr. Ellison does not “control” NetSuite (and is not an “affiliate” of NetSuite for purposes of Rule 13e-3), because: (a) the arrangements under which
Mr. Ellison holds the NetSuite shares that he beneficially owns include mandatory voting provisions, such that Mr. Ellison does not (directly or indirectly) possess the power to

 September 13, 2016

 Page
 2

direct or cause the direction of the management and policies of NetSuite (and Mr. Ellison has never possessed that power since NetSuite has been a public company); and (b) in the
context of the proposed acquisition of NetSuite by an affiliate of Oracle (the “Transaction”), procedures (including committees of independent directors and requirements for acceptance by independent and disinterested stockholders
of NetSuite) were carefully implemented and followed that excluded Mr. Ellison from any participation in or influence over the decision-making process with respect to Oracle and NetSuite, or over the ultimate acceptance or rejection of the
Transaction by NetSuite’s Board of Directors (the “NetSuite Board”) or NetSuite’s stockholders.

 The facts of this
situation are unique, and it is important to understand how the special voting restrictions in the operating agreement for NetSuite Restricted Holdings LLC (“NRH”) operate, and how specific governance and approval procedures have
been implemented in regard to the Transaction, in order to reach the correct analysis of the absence of “control.”

 No Control
Generally:

•

As noted in our letter to the Staff dated August 31, 2016, all of the shares of common stock of NetSuite beneficially owned by Mr. Ellison or his affiliates are held by NRH, a limited liability company
beneficially owned by Mr. Ellison’s revocable trust. This arrangement was put in place nearly a decade ago, in late 2007, shortly before NetSuite’s initial public offering. NRH was specifically and deliberately constituted to put in
place rigid voting mandates to broadly neutralize the voting power of those shares, and to remove Mr. Ellison from a position of potential conflict or control in regard to the management of NetSuite.

•

Under the NRH operating agreement, on nearly all matters that might be presented for approval by the NetSuite stockholders, NRH is required to vote its shares of NetSuite in the same proportion (for, against, withheld
or abstain) as the votes that are collectively cast by all NetSuite stockholders other than: (i) NRH; (ii) Mr. Ellison’s family members and any trusts for their benefit; and (iii) any person or group filing a Schedule 13D
with respect to NetSuite. The one area of exception (further discussed below) is that, absent a separate agreement, this broad proportional voting commitment does not apply with respect to various “change of control” transactions. As a
result of the operating agreement, NRH and Mr. Ellison are generally dispossessed of any power to direct or cause the direction of the management and policies of NetSuite. While retaining the economic rights of ownership, the
shares of NetSuite held by NRH have no power or influence over the selection of the members of the NetSuite Board, or over other management and policy matters.

•

From the perspective of a “control” analysis in regard to NetSuite, the impact of this arrangement is the same as would be the case if NetSuite had issued two separate classes of common stock, one class with
general voting power (held by the public stockholders) and a second class (held by NRH) with no voting power, except for a right to vote along with the other class of common stock in the event that the NetSuite stockholders were presented with a
proposal to approve a merger or other “change of control” transaction. In regard to a class vote to accept or reject a “change of control” transaction, if any were put before the stockholders, the NetSuite shares held by NRH,
absent separate procedures or agreements, do represent a significant percentage, and as a practical matter would likely be in a position to make the approval of a proposal very difficult to obtain without the support of those shares. However,
this is a narrow, “negative” power – a potential veto right. It is not “the power to direct or cause the direction of the management and policies” of NetSuite. There is no retained power to direct NetSuite to do
anything – just the potential ability to block certain disposition events (which ability has also been waived with respect to the Transaction as discussed below).

 September 13, 2016

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 3

•

Under the NRH operating agreement, NRH is solely managed by its appointed Manager. Only the Manager can act on NRH’s behalf (to vote or transfer shares, etc.), and then only in accordance with the operating
agreement. As noted above, on stockholder voting matters in general, the Manager’s role is essentially ministerial – there is no discretion as to the manner of voting or the obligation to vote. The vote is automatic, and in strict
proportion to the actual voting of the specified portion of the other holders. In regard to “change of control” transactions, the Manager has no power or authority to vote or to tender shares, except and unless instructed by the sole
Member of NRH, which is Mr. Ellison’s revocable trust. Absent instruction, the Manager is not empowered or permitted to vote or to act, and NRH would, in effect, be in an equivalent position to a “broker non-vote.”

•

Under the NRH operating agreement, so long as Mr. Ellison continues to be either an officer or director of Oracle, the voting restrictions contained therein cannot be amended, waived or contravened, and NRH cannot
be dissolved, wound-up or liquidated, without the approval of an independent committee of Oracle’s Board of Directors (the “Oracle Board”).

•

The NRH operating agreement is a matter of public record. As mentioned above, under the operating agreement, Mr. Ellison has no authority to act for NRH (thus, Mr. Ellison himself could never breach such
operating agreement). Even if Mr. Ellison attempted to take any action on behalf of NRH (which we understand he has never done to date nor do we believe he would ever do), NetSuite, the transfer agent for NetSuite and other third parties are
likely to (and should) disregard any such purported action since, as publicly disclosed, actions on behalf of NRH can only be taken by NRH’s Manager. Moreover, we understand that, since the establishment of the NRH operating agreement nearly a
decade ago, Mr. Ellison has never replaced (or attempted to replace) the Manager. Even in the highly unlikely event that Mr. Ellison chose to do so (which, again, we do not believe he would), as discussed above the new Manager’s
obligation would remain the same – the requirement to vote the shares held by NRH are strictly set forth in the NRH operating agreement provisions, and the Manager has no discretion to alter the manner in which the votes are cast given the
Manager’s essentially ministerial role. We also understand that since the establishment of the NRH operating agreement, Mr. Ellison has never, directly or indirectly, caused or attempted to cause NRH to take any actions inconsistent with
the NRH operating agreement (and we do not believe that he would ever do so or attempt to do so). While it is true that Mr. Ellison could revoke his revocable trust, such an event would only result in the membership interests in NRH reverting
to ownership by Mr. Ellison directly (rather than being held in the revocable trust). The shares of NetSuite currently held by NRH would continue to be owned by NRH, and would remain subject to the restrictions set forth in the NRH operating
agreement, notwithstanding the change in Manager.

•

Mr. Ellison is not (and has not been since the time of NetSuite’s initial public offering in late 2007) a member of the NetSuite Board.

•

Mr. Ellison is not and has never been an executive officer of NetSuite.

 Procedures With Respect to
Transaction: In addition to the foregoing, procedures (including committees of independent directors and a requirement for acceptance of the tender offer by a majority of the independent and disinterested stockholders of NetSuite) were
carefully implemented and followed in connection with the Transaction to ensure independent, disinterested decision-making by both Oracle and NetSuite. In addition, these procedures were adopted to exclude Mr. Ellison from any participation in
or influence over the decision-making

 September 13, 2016

 Page
 4

process with respect to Oracle or NetSuite and the approval process of the Transaction. These procedures bear on more than the fact that Mr. Ellison was not “engaged in” the
Transaction. In that regard, we note that the interpretative release with respect to Rule 13e-3 states: “In determining the existence of an affiliation between the issuer (or its subsidiaries) and one or more of the other parties to the
transaction, consideration must be given to the terms of the transaction itself.” We respectfully submit that the procedures implemented in connection with the Transaction (which are described in detail in our letter to the Staff dated
August 31, 2016 and are summarized below): (a) bear on the general question of whether Mr. Ellison “controls” NetSuite (including because they resulted in the elimination of the impact of the one relevant exception to the
voting provisions contained in the NRH operating agreement); and (b) address one of the Commission’s primary concerns set forth in the adopting release and subsequent interpretative release with respect to Rule 13e-3 to the effect that
going private transactions subject to a vote are a mere formality since the affiliates of the issuer may already hold the requisite percentage of securities for approval.

•

From the very beginning of discussions between Oracle and NetSuite in January 2016, Mr. Ellison did not participate in any discussions of the Oracle Board relating to the possible acquisition of NetSuite.

•

In discussions between representatives of Oracle and representatives of NetSuite, it was made clear that neither party would pursue an acquisition unless both parties utilized appropriate processes and structures to
ensure that any potential conflicts arising from Mr. Ellison’s ownership interest in each organization were appropriately addressed by each party.

•

A special committee of the Oracle Board, comprised of independent and disinterested directors and advised by independent counsel and an independent financial adviser, after having been delegated the full and exclusive
power and authority to determine whether or not to enter into a transaction with NetSuite, exercised that power and authority completely independently.

•

A transaction committee of the NetSuite Board, comprised of independent and disinterested directors and advised by independent counsel and an independent financial adviser, after having been delegated broad power and
authority, advised and directed NetSuite with respect to the exploration, consideration and negotiation of strategic alternative transactions, including the Transaction.

•

The initial proposal (and all subsequent proposals) for the Transaction, each of which was developed and authorized by the special committee of the Oracle Board without the input or direction of Mr. Ellison,
required that any acquisition of NetSuite by Oracle would be subject to the conditions that it: (i) be approved by an independent committee of the NetSuite Board that is fully empowered on behalf of NetSuite to evaluate and negotiate a
transaction with Oracle; and (ii) include a non-waivable condition requiring the approval of a majority of the shares of NetSuite not owned by Mr. Ellison, his children or any of their controlled entities or affiliates (collectively, the
“Transaction Conditions”).

•

The conditions to the tender offer include the Transaction Conditions.1

1 As mentioned above, the inclusion of the “majority of the minority” condition addresses one of
the Commission’s primary concerns set forth in the adopting release and subsequent interpretative release with respect to Rule 13e-3 to the effect that going private transactions subject to a vote are a mere formality since the affiliates of
the issuer may already hold the requisite percentage of securities for approval. In that regard, we note that Berkshire Hathaway did not file a Schedule 13e-3 in connection with its acquisition of Burlington Northern even though it owned
approximately 23% of Burlington Northern before the announcement of the transaction. Berkshire had no seats on the Burlington Northern Board of Directors and included a “majority of the minority” condition in its acquisition. Similarly,
Mr. Ellison has no seats on the NetSuite Board and Oracle included a “majority of the minority” condition in the Transaction.

 September 13, 2016

 Page
 5

•

Mr. Ellison engaged his own separate counsel in connection with the Transaction and such counsel negotiated with both counsel to the special committee of the Oracle Board and counsel to the transactions committee
of the NetSuite Board solely with respect to NRH’s contractual requirement under the Tender and Support Agreement with NRH to support the Transaction (and, if applicable, certain other transactions that the NetSuite transactions committee
deemed superior and which Oracle did not match). Other than with respect to the terms of the Tender and Support Agreement with NRH, at no time during the period in which discussions con

Mailstop 4628

March 23, 2016
Via E -mail
Mark V. Hurd
Chief Executive Officer
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065

Re: Oracle Corporation
 Form 10 -K for  the Fiscal Year Ended May 31, 2015
Filed June 25, 2015
File No. 1 -35992

Dear Mr. Hurd:

We refer you to our comment letter dated January 23, 2016, regarding business contacts
with Sudan and Syria.  We have completed our review of this subject matter.  We remind you
that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the company
may not assert staff comments as a defense in any  proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Barbara Jacobs
  Assistant Director
 Division of Corporation Finance

CORRESP
1
filename1.htm

CORRESP

 500 Oracle Parkway

phone

+16505067000

Redwood Shores

oracle.com

California 94065

 March 18, 2016

VIA EDGAR

 Ms. Cecilia D. Blye

Chief, Office of Global Security Risk

 Division of Corporation
Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:
Oracle Corporation

 Form 10-K for the Fiscal Year Ended May 31, 2015

Filed June 25, 2015

File No. 1-35992

 Dear Ms. Blye:

This letter is in response to the comments and request for information set forth in your letter to Mark V. Hurd, Chief Executive Officer of
Oracle Corporation (“Oracle” or the “Company”), dated January 20, 2016, regarding Oracle’s Form 10-K for the fiscal year ended May 31, 2015. Oracle is responding to each inquiry with information from
December 1, 2012 through February 29, 2016 (the “Relevant Period”). We last provided similar information up through November 30, 2012 to the staff of the Securities and Exchange Commission (the “Staff”) in our
letter dated January 23, 2013 in response to the Staff’s letter dated November 20, 2012. February 29, 2016 is the last date of our most recently closed fiscal quarter. We note that we previously requested additional time to
respond to your comments and request for information.

 Oracle’s Limited Contacts with Syria and No Contacts with Sudan

You have asked Oracle to provide the Staff with information regarding Oracle’s contacts with Sudan and Syria, including any products,
technology, support or services we have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts Oracle has had with the governments of Sudan and Syria or entities they control, for the Relevant
Period.

 Consistent with our response contained in our previous letter dated January 23, 2013, Oracle (including its subsidiaries)
does not maintain any offices, employees, agents or affiliates in Sudan or Syria, and no such operations are anticipated. Oracle does not have any authorized resellers or distributors based in Sudan or Syria, or any resellers or distributors
authorized to resell or distribute Oracle products into any of those countries, and none are anticipated. Oracle has authorized distributors and resellers, as well as customers, based in other countries around

the world who may themselves conduct business operations in Sudan and Syria. However, the terms of our Oracle Partner Network Agreements and Distribution Agreements governing reseller and
distributor relationships, and our License and Services Agreements for end users, provide clear notice that the export control laws of the United States apply to the Oracle software programs licensed and distributed and require compliance with such
laws.

 From time to time during the Relevant Period, Oracle may have received sales inquiries regarding its software and hardware products
or related services from or for end users in Sudan or Syria. To the extent such inquiries were received by our various Oracle offices, Oracle policy requires that they be directed to Oracle’s Office of Global Trade Compliance to ensure they
were handled in full compliance with all applicable export laws and regulations. In addition to such standard compliance controls, Oracle’s Office of Global Trade Compliance has implemented Oracle Global Trade Management (“GTM”), an
automation platform that enables Oracle to achieve best practices in global trade compliance, including but not limited to, transactional compliance screening against restricted parties, embargoed and high-risk countries, and red-flag compliance
criteria. GTM flags and prevents execution of any potential transactions that may be contrary to U.S. or other applicable export laws and regulations and supports the conduct of export compliance due diligence with respect to such potential
transactions in an effort to ensure compliance with all applicable export laws and regulations and Oracle’s export compliance policies.

No Transactions in Sudan

The Company is not aware of any transaction involving Oracle and end users in Sudan during the Relevant Period. Oracle does not anticipate
conducting business with or for end users in Sudan. If Oracle were to learn of proposed export, re-export or use of Oracle products or services in Sudan, our Office of Global Trade Compliance would process such cases in accordance with U.S. and
applicable foreign and multilateral export compliance laws and regulations.

 Limited Transactions in Syria

In the Relevant Period, Oracle was indirectly involved, through partners outside Syria, in software license and related software support
transactions with one end user in Syria. Oracle also indirectly, through partners outside Syria, entered into support renewal contracts with the same end user and two additional end users in Syria during the Relevant Period. All of these
transactions were made under export license authorizations from the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”). Oracle received an immaterial amount of revenue during the Relevant Period for these transactions
with end users in Syria, as further described below under Materiality.

 Oracle anticipates a low volume of hardware, software license, and
related software support transactions in the future with or for entities in Syria, in compliance with applicable U.S. export and sanctions laws and regulations.

 2

 Materiality

You have also asked Oracle to assess the materiality of any contacts with entities in Sudan and Syria and whether those contacts constitute a
material investment risk for Oracle’s security holders.

 Oracle believes that a reasonable investor could not consider Oracle to be
doing business in Sudan since the Company did not enter into any transactions with end users in Sudan during the Relevant Period. Further, Oracle believes that a reasonable investor would be unlikely to consider Oracle to be doing business in
Syria based on the limited number of transactions in that country and the fact that all transactions in Syria were made pursuant to valid U.S. export licenses approved by BIS. Oracle also believes that the limited contacts it had with end users
in Syria would not be considered material to Oracle stockholders from either a quantitative or qualitative perspective.

 Quantitative
Analysis

 As to the quantitative analysis, the amount of the contracts that we have entered into in connection with the described
activities in Syria is not significant in comparison to the Company’s total revenues. During the Relevant Period, Oracle had total revenues of $122.9 billion. Oracle’s software license and software support contract values for customers in
Syria totaled $1,892,655 during the Relevant Period. These transactions represent just 0.002 percent of Oracle’s total revenues for the Relevant Period as further detailed below:

 Fiscal Period

Combined Software
License and Software
Support Contract Values
from Referenced
Transactions in Syria

Oracle Total
Revenues

Percentage of
Value of
Referenced
Transactions to
Total Revenues

 Q3-Q4 2013

$
13,939
1

$
19,905,000,000

0.000
%

 2014

$
442,221

$
38,275,000,000

0.001
%

 2015

$
843,246

$
38,226,000,000

0.002
%

 Q1-Q3 2016

$
593,249
2

$
26,453,000,000

0.002
%

 Total

$
1,892,655

$
122,859,000,000

0.002
%

 The contract values from the above referenced transactions in Sudan and Syria represent a miniscule fraction
of Oracle’s total revenues such that they are not material from a quantitative perspective.

1
Combined software license and software support contract amounts are from December 1, 2012 through May 31, 2013.

2
Combined software license and software support contract amounts are from June 1, 2015 through February 29, 2016.

 3

 Qualitative Analysis

The qualitative analysis of the lack of any business activity in Sudan and the above referenced transactions in Syria also leads Oracle to
conclude that it is not material and would not be deemed such by a reasonable investor.

 First, Oracle complies with all U.S. and
applicable sanctions and export laws and regulations. The indirect transactions Oracle had with end users in Syria were all in accordance with U.S. export and sanctions laws and regulations. Second, Oracle maintains a robust export control program
and works closely with BIS and other U.S. government agencies to ensure Oracle and its resellers, distributors, and customers comply with U.S. and other applicable export control laws. Third, as a matter of its standard global business practices,
Oracle requires its resellers, distributors and customers to execute an agreement acknowledging that Oracle’s software programs are subject to U.S. and other applicable export control laws and requiring adherence to those laws in any export,
re-export, transfer, or use. Fourth, there have been no stockholder proposals submitted to Oracle concerning contacts with countries identified as state sponsors of terrorism. Finally, Oracle does not believe that investors will or should consider
Oracle’s lawful and limited activity as detailed herein unusual or material, either quantitatively or qualitatively.

Acknowledgments

 In
connection with the Company’s response to your comments, Oracle acknowledges the following:

•

Oracle is responsible for the adequacy and accuracy of the disclosure in its filings;

•

Staff comments or changes to the disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any further questions, please contact me or Kimberly Woolley, Assistant General Counsel and Assistant Secretary, both at (650)
506-7000.

 Very truly yours,

/s/ Dorian Daley

Dorian Daley

Executive Vice President, General Counsel and Secretary

cc:
Barbara Jacobs, Assistant Director, Division of Corporation Finance, SEC

 Safra A. Catz, Chief
Executive Officer and Director, Oracle Corporation

 Mark V. Hurd, Chief Executive Officer and Director, Oracle Corporation

William Corey West, Executive Vice President and Chief Accounting Officer, Oracle Corporation

Brian S. Higgins, Vice President, Associate General Counsel and Assistant Secretary, Oracle Corporation

Scott Gawel, Vice President, Corporate Accounting, Oracle Corporation

Kimberly Woolley, Assistant General Counsel and Assistant Secretary, Oracle Corporation

 4

CORRESP
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Letter to the SEC

500 Oracle Parkway

phone

+16505067000

Redwood Shores

oracle.com

California 94065

 January 29, 2016

VIA EDGAR

 Ms. Cecilia D. Blye

 Chief, Office of Global Security Risk

 Division of
Corporation Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-3628

 Re:

Oracle Corporation

Form 10-K for the Fiscal Year Ended May 31, 2015

Filed June 25, 2015

File No. 1-35992

 Dear Ms. Blye:

This will acknowledge receipt of your request for information set forth in your letter to Mark V. Hurd, Chief Executive Officer of Oracle
Corporation, dated January 20, 2016, regarding Oracle’s Form 10-K for the fiscal year ended May 31, 2015. We understand that this is a standard inquiry being made of many public companies by the SEC’s Office of Global Security
Risk, created to assist in the fight against global terrorism.

 We would like to request additional time to respond to your comments and
complete our due diligence so that we can respond as thoroughly and completely as possible. We expect to be able to provide our response during the week of March 28, 2016. If you have any further questions, please contact me at
(650) 506-7000.

 Very truly yours,

 /s/ Kimberly Woolley

 Kimberly Woolley

 Assistant General Counsel and Assistant Secretary

 cc:

Barbara Jacobs, Assistant Director, Division of Corporation Finance, SEC

Dorian Daley, Executive Vice President, General Counsel and Secretary, Oracle Corporation

William Corey West, Executive Vice President and Chief Accounting Officer, Oracle Corporation

Brian S. Higgins, Vice President, Associate General Counsel and Assistant Secretary, Oracle Corporation

Mailstop 4628

January 20, 2016
Via E -mail
Mark V. Hurd
Chief Executive Officer
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065

Re: Oracle Corporation
 Form 10 -K for the Fiscal Year Ended May 31, 2015
Filed June 25, 2015
File No. 1 -35992

Dear Mr. Hurd:

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments, we ask you to provide us with information so we may better
understand your disclosur e.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in yo ur response.

After reviewing your response to these comments, we may have additional comments.

General

1. You stated in your letter to us dated January 23, 2013 that you had direct and indirect
transactions with end users in Sudan and Syria, countri es which are designated by the
U.S. Department of State as state sponsors of terrorism and are subject to U.S. economic
sanctions and export controls.  Your Form 10 -K does not include disclosure about
contacts with those countries.  Please provide us with information regarding your
contacts with Sudan and Syria since the referenced letter.   You should describe any
products, technology, support or services you have provided into Sudan and Syria,
directly or indirectly, and any agreements, arrangements or oth er contacts you have had
with the governments of Sudan and Syria or entities they control.

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether the contacts constitute a material

Mark V. Hurd
Oracle Corporation
January 20,  2016
Page 2

 investment risk for your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any revenues, assets and liabilities
associated with Sudan and Syria for the last three fiscal years and the subsequ ent interim
period.   Also, address materiality in terms of qualitative factors that a reasonable investor
would deem important in making an investment decision, including the potential impact
of corporate activities upon a company’s reputation and share va lue.  As you know,
various state and municipal governments, universities and other investors have proposed
or adopted divestment or similar initiatives regarding investment in companies that do
business with U.S. -designated state sponsors of terrorism.   You should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Sudan and Syria.

We urge all persons who are responsible for the accuracy and adequacy of t he disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company ’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and  accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202)
551-3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Barbara Jacobs
  Assistant Director
 Division of Corporation Finance

December 19 , 2014

Via E -mail
Safra A. Catz
Chief Executive Officer and Director
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065

Re: Oracle Corporation
 Form 10-K for the Fiscal Year Ended May 31, 2014
Filed June 26, 2014
File No. 001 -35992

Dear Ms. Catz :

We have comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

500 Oracle Parkway
 Redwood Shores

California 94065

phone 650.506.7000
 oracle.com

 December 5, 2014

VIA EDGAR

 Mr. Patrick Gilmore

Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 Washington,
D.C. 20549-5546

Re:
Oracle Corporation

 Form 10-K for the Fiscal Year Ended May 31, 2014

Filed June 26, 2014

File No. 001-35992

 Dear
Mr. Gilmore:

 This letter responds to the comments set forth in the letter from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) to Safra A. Catz, Chief Executive Officer of Oracle Corporation (“Oracle” or “we”) dated November 25, 2014, regarding Oracle’s Annual Report on Form 10-K
for the fiscal year ended May 31, 2014.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

Goodwill and Intangible Assets – Impairment Assessments, page 47

1.
We note you disclose that the consulting and hardware systems products reporting units have experienced revenues and operating margin declines in fiscal 2014 as compared to prior years. You also note that as a
result, these reporting units may be at greater risk for goodwill impairment than your other reporting units if your actual results for these reporting units differ from your projections. Please tell us the percentage by which the fair value of
these reporting units exceeded their carrying value. To the extent that either has estimated fair values that are not substantially in excess of the carrying values and are at potential risk of failing step one of your goodwill impairment analysis,
please confirm that you will disclose the following in future filings:

•

the percentage by which the fair value of the reporting unit exceeded the carrying value as of the date of the most recent test; and

 Mr. Patrick Gilmore

Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

  Page
 2

•

describe the potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions used in determining fair value

If you have determined that the estimated fair value substantially exceeds the carrying value for any of your reporting units, please
disclose this determination. Please provide a draft of your revised disclosure in your response. Refer to Item 303(a)(3)(ii) of Regulation S-K and Section V of SEC Release No. 33-8350.

Response: We advise the Staff that, as of March 1, 2014, the date we most recently performed our annual goodwill impairment test
pursuant to Accounting Standards Codification (ASC) 350-20-35, Intangibles—Goodwill and Other, the fair values of our hardware systems products and consulting services reporting units exceeded their carrying values by approximately 24%
and 58%, respectively. In future filings, to the extent that any of our reporting units have fair values that are not substantially in excess of their carrying values, we will disclose the percentage by which the fair values of the reporting units
exceeded the carrying values as of the date of the most recent goodwill impairment test performed.

 We believe our critical accounting
policies and estimates disclosure discusses the potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions used in determining the fair values of our reporting units. For example, we
disclose that differences in key estimates and assumptions, including revenue growth rates, operating margins and risk-adjusted discount rates, among others, that are used in the calculations of the fair values of our reporting units could differ in
comparison to actual future results.

 We advise the Staff that, provided the fact patterns and percentages of fair values of our reporting
units over their carrying values are materially consistent between the March 1, 2015 and 2014 goodwill impairment test dates, we will prospectively revise the disclosure in our future filings to include disclosure substantially consistent with
the following:

 “Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. These
estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows,

 Mr. Patrick Gilmore

Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

  Page
 3

risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be
reasonable but that are inherently uncertain. Actual future results may differ from those estimates. In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our
reporting units. Our most recent annual goodwill impairment analysis, which was performed on March 1, 2015, did not result in a goodwill impairment charge as the estimated fair values of our reporting units substantially exceeded their carrying
values, nor did we record any goodwill impairment in fiscal 2014 or 2013.”

 Notes to Consolidated Financial Statements

Note 1: Organization and Significant Accounting Policies

Revenue Recognition

 Revenue Recognition for
Multiple-Element Arrangements – Cloud SaaS, PaaS, and IaaS Offerings, Hardware Systems Products, Hardware Systems Support and Related Services (Nonsoftware Elements), page 92

2.
We note you disclose that for cloud offerings in multiple element arrangements, where units of accounting include more than one deliverable but are treated as a single unit of accounting, you recognize revenue
generally over the estimated customer relationship period. Please tell us what deliverables are typically included in these types of arrangements and considered one unit of accounting. Further, tell us why you believe it is appropriate to recognize
these arrangements over the customer relationship period, citing the accounting guidance followed, as it appears you are otherwise recognizing revenue from your cloud offerings over the related contract term. Lastly, tell us how much revenue these
arrangements generated in the periods presented.

 Mr. Patrick Gilmore

Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

  Page
 4

 Response: We
refer to arrangements that contain cloud software subscriptions and professional services as cloud-based multiple element arrangements. A minor portion of such cloud-based multiple element arrangements contain professional services that do not have
standalone value, and we account for such arrangements pursuant to ASC 605-25, Revenue Recognition, Multiple Element Arrangements and SEC Staff Accounting Bulletin Topic 13, Revenue Recognition. Revenues recognized from such
cloud-based elements without standalone value were less than $10 million in each respective quarter of fiscal 2014, 2013 and 2012. Those professional services are combined with the cloud software subscription and treated as a single unit of
accounting and the arrangement consideration is recognized as revenue over the contractual term of the cloud software subscription. In future filings, we will revise our disclosure to properly reflect our accounting policies with respect to our
cloud-based multiple element arrangements.

 Acknowledgments

In connection with our response to your comments, Oracle acknowledges the following:

•

Oracle is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to the disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

Oracle may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Mr. Patrick Gilmore

Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

  Page
 5

 If you have any
further questions, please contact me or Brian Higgins, Vice President, Legal and Associate General Counsel and Assistant Secretary, both at (650) 506-7000.

Very truly yours,

/s/ William Corey West

William Corey West

Senior Vice President, Chief Accounting Officer and Corporate Controller

cc:
Barbara Jacobs, Assistant Director, Division of Corporation Finance, SEC

 Melissa Kindelan,
Staff Accountant, Division of Corporation Finance, SEC

 Eiko Yaoita Pyles, Staff Accountant, Division of Corporation Finance, SEC

Safra A. Catz, Chief Executive Officer, Oracle Corporation

Dorian Daley, Senior Vice President, General Counsel and Secretary, Oracle Corporation

Brian Higgins, Vice President, Legal and Associate General Counsel and Assistant Secretary, Oracle Corporation

Scott Gawel, Vice President, Corporate Accounting, Oracle Corporation

November 2 5, 2014

Via E -mail
Safra A. Catz
Chief Executive Officer and Director
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065

Re: Oracle Corporation
 Form 10-K for the Fiscal Year Ended May 31, 2014
Filed June 26, 2014
File No. 001 -35992

Dear Ms. Catz :

We have reviewed your filing  and have the following comments.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comment s.

Form 10 -K for the Fiscal Year Ended May 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies  and Estimates

Goodwill and Intangible Assets – Impairment Assessments , pag e 47
1. We note  you disclose that the consulting and hardware systems products reporting units
have experienced revenues and operating margin declines in fiscal 2014 as compared to
prior years.  You also note that as a result, these reporting units may be at  greater risk for
goodwill impairment than your other reporting units if your actual results for these
reporting units differ from your projections.   Please tell us the percentage by which the
fair value of these reporting units exceeded their carrying val ue.  To the extent that either

Safra A. Catz
Oracle Corporation
November 2 5, 2014
Page 2

 has estimated fair values that are not substantially in excess of the carrying values and are
at potential risk of failing step one of your goodwill impairm ent analysis, please confirm
that you will disclose the following  in future filings :

 the percentage by which the fair value of the reporting unit exceeded the carrying
value as of the date of the most recent test; and
 describe the potential events and/or changes in circumstances that could reasonably
be expected to negati vely affect the key assumptions used in determining fair value

If you have determined that the estimated fair value substantially exceeds the carrying
value for any of your reporting units, please disclose this determination. Please provide a
draft of you r revised disclosure in your response.  R efer to Item 303(a)(3)(ii) of
Regulation S -K and Section V of SEC Release No. 33 -8350.

Notes to Consolidated Financial Statements

Note 1: Organization and Significant Accounting Policies

Revenue Recognition

Revenue Recognition for Multiple -Element Arrangements – Cloud SaaS, PaaS, and IaaS
Offerings, Hardware Systems Products, Hardware Systems Support and Related Services
(Nonsoftware Elements), page 92
2. We note you disclose that for cloud offerings in multiple  element arrangements, where
units of accounting include more than one deliverable but are treated as a single unit of
accounting, you recognize revenue generally over the estimated customer relationship
period.  Please tell us what deliverables are typica lly included in these types of
arrangements and considered one unit of accounting.  Further, tell us why you believe it
is appropriate to recognize these arrangements  over the customer relationship period,
citing the accounting guidance followed, as it app ears you are otherwise recognizing
revenue from your cloud offerings over the related contract term.  Lastly, tell us how
much revenue these arrangements generated in the periods presented.

We urge all persons who are responsible for the accuracy and ade quacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to  a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

Safra A. Catz
Oracle Corporation
November 2 5, 2014
Page 3

  the company is responsible for the ad equacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Eiko Yaoita Pyles, Staff Accountant , at (202) 551 -3587 , or Melissa
Kindelan , Staff Accountant , at (202) 551 -3564 , if you have questions regarding comments on the
financial statements and re lated matters.  If you require further assistance, do not hesitate  to
contact me at (202) 551 -3406 .

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE
 February 5, 2013

Via E -mail
Lawrence J. Ellison
Chief Executive Officer
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065

 Re: Oracle Corporation
  Form 10 -K for the Fiscal Year Ended May 31, 2012
  Filed June 26, 2012
  File No. 0 -51788

Dear Mr. Ellison:

We refer you to our comment letter dated November 20, 2012, regarding business
contacts with Iran, Sudan, and Syria.  We have completed our review of this subject matter.  We
remind you that our comments or changes to disclosure in response to our comments do not
foreclose the Commission from taking any action with respect to the company or the filing and
the company may not assert staff comments as a defens e in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  We urge all
persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be
certain that the filing inclu des the information the Securities Exchange Act of 1934 and all
applicable rules require.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Barbara Jacobs
  Assistant Director
 Division of Corporati on Finance

CORRESP
1
filename1.htm

Correspondence

Oracle Corporation

        500 Oracle Parkway

        phone

650.506.7000

        Redwood Shores

        fax

650.506.7200

        California 94065

 January 23, 2013

 VIA EDGAR

 Ms. Cecilia D. Blye, Chief

Office of Global Security Risk

 Division of
Corporation Finance

 United States Securities and Exchange Commission (the “SEC”)

100 F Street, N.E.

 Washington, D.C. 20549-5546

Re:
Oracle Corporation

Form 10-K for the Fiscal Year Ended May 31, 2012

Filed June 26, 2012

File No. 000-51788

 Dear Ms. Blye:

 This will respond to the comments and request for information set forth in your letter to Lawrence J. Ellison, Chief
Executive Officer of Oracle Corporation (“Oracle” or the “Company”), dated November 20, 2012 (the “November 20 Letter”), regarding Oracle’s Form 10-K for the fiscal year ended May 31, 2012. Oracle is
responding to each inquiry with information from May 1, 2010, which is the date up to which we provided similar information in our last response letter to the staff of the SEC (the “Staff”) dated June 4, 2010 (the “Prior
Response Letter”), through November 30, 2012 (the “Relevant Period”). We note that we have previously requested additional time to respond to your comments and request for information.

DESCRIPTION OF CONTACTS OR OPERATIONS WITH IRAN, SYRIA AND SUDAN

 You have asked Oracle to describe the nature and extent of our past, current and anticipated contacts with Iran, Syria and Sudan and their materiality to Oracle. You have also asked us specifically about
our relationships with ZTE Corporation (“ZTE”) and Huawei Technologies Company (“Huawei”) and about any communications we have received from the U.S. Department of Commerce regarding Iran, ZTE and Beijing 8-Star International
Company (“Beijing 8-Star”).

 Ms. Cecilia D. Blye

 Chief, Office of Global Security Risk

 Division of Corporation Finance

United States Securities and Exchange Commission

page 2

 Executive Summary

 In brief, Oracle does not have any business
operations in Iran, Syria or Sudan. In the Relevant Period, the Company is not aware of any new software license transactions in Sudan. The Company is aware of one (1) software license transaction involving a prospective private sector
end-user in Iran conducted by an independent European entity that provided its foreign-produced products commingled with a very small percentage (“De Minimis”), namely 0.33%, of Oracle product for temporary demonstration purposes only.
This transaction was conducted in accordance with U.S. export and sanctions laws and regulations as well as Oracle’s own Global Trade Compliance program. With respect to this one De Minimis export transaction, there was no direct or indirect
financial transaction with the entity in Iran, nor was there any direct or indirect provision of support to the entity in Iran, and Oracle received an insignificant amount of software license revenue from the independent European entity. With
respect to three (3) transactions with two (2) entities from Syria which were approved under export license authorization from the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”), Oracle received an
immaterial amount of revenue during the Relevant Period. Finally, Oracle also received an immaterial amount of software license updates and product support revenue during the Relevant Period associated with the aforementioned new software license
transactions and the transactions previously disclosed in the Prior Response Letter. For all of these transactions, Oracle either obtained all necessary approvals from BIS and/or the U.S. Department of the Treasury’s Office of Foreign
Assets Control (“OFAC”) or no such approvals were required. We believe the amounts for all such transactions, which totaled approximately $3.8 million (0.004% of Oracle’s total revenue) during the Relevant Period, are immaterial to
Oracle and its stockholders.

 In March 2012, Oracle received a subpoena from the U.S. Department of Commerce
regarding the suspected sale or diversion of Oracle’s products by ZTE and/or Beijing 8-Star to an end user in Iran (the “ZTE Subpoena”). On November 29, 2012, the U.S. Department of Commerce Office of Export Enforcement sent
Oracle a letter informing us that it had determined there was no evidence that Oracle was aware of ZTE’s suspected activities and that it had closed its file on this case with respect to Oracle with the issuance of the letter.

During the Relevant Period, Huawei and ZTE were members of Oracle’s alliance partner program with specific rights to resell Oracle
products and services to end users pursuant to the terms and policies relating to such resale transactions that, in particular, required compliance with Oracle’s export restrictions. As discussed below, we do not know of any Oracle products or
services that were resold or diverted to any end users in Iran, Syria or Sudan during the Relevant Period by either Huawei or ZTE.

 Ms. Cecilia D. Blye

 Chief, Office of Global Security Risk

 Division of Corporation Finance

United States Securities and Exchange Commission

page 3

 Details of Oracle’s Limited Contacts with Iran, Syria and Sudan

 Huawei and
ZTE

 The November 20 Letter mentions that there is publicly available information to the effect that Oracle’s Sun
Microsystems servers had been acquired by MTN Irancell, possibly through Huawei. Oracle takes very seriously any allegations regarding sales of Oracle products or services to end users in countries designated as state sponsors of terrorism that were
not in compliance with U.S. and other applicable export laws, regulations and restrictions, and Oracle investigates these allegations thoroughly. Based on the results of our investigation, we are not aware of any sales of Sun servers
to or orders for Sun servers by MTN Irancell (or any other entity in Iran, Sudan, or Syria) directly or indirectly through any authorized distributor or reseller, including Huawei, during the Relevant Period, nor has Oracle received any requests to
provide direct or indirect support of any Sun servers to MTN Irancell.

 The November 20 Letter also requests information
regarding the ZTE Subpoena. As noted in the executive summary above, Oracle received a subpoena in March 2012 from the U.S. Department of Commerce regarding allegations that Oracle’s products had been sold by ZTE and/or Beijing 8-Star to an
Iranian end user. On November 29, 2012, Oracle received a letter from the Office of Export Enforcement (“OEE”) of BIS of the U.S. Department of Commerce stating that OEE appreciated Oracle’s response and cooperation with their
investigation, that OEE had determined that there was no evidence that Oracle was aware of ZTE’s suspected activities and that OEE had closed this case.

 As noted in the executive summary above, the primary relationships between Oracle and Huawei and between Oracle and ZTE during the Relevant Period were that of supplier-distributor under the Oracle
PartnerNetwork program. Huawei and ZTE were also customers of Oracle. As customers, both companies acquired Oracle software program licenses, products and services for their own, internal business purposes. At this time, Huawei and ZTE continue to
be customers of Oracle, and Huawei continues to be a distributor of Oracle’s products under the Oracle PartnerNetwork. Since July 2012, Oracle has permitted ZTE to resell Oracle products and services on a limited and case-by-case basis, after
Oracle has confirmed the identity of the end user and imposed specific compliance requirements. Renewal of ZTE’s formal Oracle PartnerNetwork agreement will be dependent on ZTE’s ability to demonstrate compliance with those
requirements and the implementation of additional controls and processes to ensure compliance with all terms of the agreement, including compliance with export control laws. Oracle has also requested and received confirmation from Huawei of its
compliance with applicable export laws and regulations in connection with its use and distribution of Oracle’s

 Ms. Cecilia D. Blye

 Chief, Office of Global Security Risk

 Division of Corporation Finance

United States Securities and Exchange Commission

page 4

products and services. We are not aware of any Oracle products and services that were resold or diverted to any end users in Iran, Sudan or Syria during the Relevant Period by either Huawei or
ZTE.

 Iran, Syria and Sudan Generally

 Oracle (including its subsidiaries) does not maintain any offices, employees, agents or affiliates in Iran, Syria or Sudan, and no such operations are anticipated. Oracle does not have any authorized
resellers or distributors based in Iran, Syria or Sudan, or any resellers or distributors authorized to resell or distribute Oracle products into any of those countries, and none are anticipated. Oracle has authorized distributors and resellers, as
well as customers, based in other countries around the world who may themselves conduct business operations in Iran, Syria and Sudan. However, the terms of our Oracle PartnerNetwork Agreements and Distribution Agreements governing reseller and
distributor relationships, and our License and Services Agreements for end users, provide clear notice that the export control laws of the United States apply to the Oracle software programs licensed and distributed and require compliance with such
laws.

 From time to time during the Relevant Period, Oracle may have received sales inquiries regarding its software products
or related services from or for end users in Iran, Syria or Sudan. To the extent such inquiries were received by our various Oracle offices, Oracle policy requires that they be directed to Oracle’s Office of Global Trade Compliance to ensure
that they were handled in compliance with all applicable export laws and regulations. In addition to such standard compliance controls, Oracle’s Office of Global Trade Compliance has implemented Oracle Global Trade Management (GTM), an
automation platform that enables Oracle to achieve best practices in global trade compliance, including but not limited to, transactional compliance screening against restricted parties, embargoed and high-risk countries, and red-flag compliance
criteria. GTM flags and prevents execution of any potential transactions that may be contrary to U.S. or other applicable export laws and regulations and supports the conduct of export compliance due diligence with respect to such potential
transactions in an effort to ensure compliance with all applicable export laws and regulations and Oracle’s export compliance policies.

 Oracle did not have any direct contact with or provide any products or services directly to end users in Iran during the Relevant Period. Oracle did receive notice during the Relevant Period from an
independent European entity of one (1) re-export of foreign-produced product that commingled a single Oracle software program constituting, based on this independent European entity’s calculations, 0.33 percent (0.33%) of the independent
European entity’s foreign-produced product (a “De Minimis re-export” at 10% or less) to one (1) stated private sector recipient in Iran for temporary demonstration

 Ms. Cecilia D. Blye

 Chief, Office of Global Security Risk

 Division of Corporation Finance

United States Securities and Exchange Commission

page 5

 purposes, as permitted under applicable De Minimis or other U.S. export license exemptions available under the U.S. Export Administration Regulations (“EAR”) administered by BIS and the Iranian
Transactions Regulations (now titled the Iranian Transactions and Sanctions Regulations) (31 C.F.R. – Part 560) administered by OFAC. The software license contract amount paid by the independent European entity associated with this one De
Minimis temporary demonstration for the one stated end user in Iran was $519, and the associated first year support contract amount paid by the same European entity was $99 (even though neither such European entity nor Oracle provided support to
such stated recipient in Iran with respect to the temporary demo), for a total of $618. The information regarding this one De Minimis exception was made available to Oracle from the independent European entity, and Oracle did not facilitate the
transaction in any way. Oracle did not engage in any direct or indirect financial transactions with the entity in Iran nor was any support provided directly or indirectly by Oracle to the entity in Iran.

Oracle was directly involved in three (3) new software license and related software support transactions with two (2) private
sector end users in Syria during the Relevant Period. All three transactions were made pursuant to the laws administered and export licenses granted by the BIS. The contract amounts received by Oracle in connection with these three new transactions
during the Relevant Period totaled $2,366,031 for the new software licenses and $520,474 for the related software support contracts, for a total of $2,886,505. Oracle does not know or have reason to know of any De Minimis re-exports during the
Relevant Period to either Syria or Sudan.

 During the Relevant Period, in addition to the three software license and related
software support transactions with the two end users in Syria referenced above, Oracle had limited contacts directly with certain other end users in Syria and with one end user in Sudan. All of these end users were referenced in Oracle’s Prior
Response Letter. As was disclosed in the Prior Response Letter, the sales to these other end users in Syria and Sudan were conducted largely by resellers or distributors of Oracle’s products or were made by independent foreign entities
involving their products commingled with a De Minimis amount of Oracle products. With respect to the end user in Sudan, certain non-U.S. Oracle subsidiaries during the Relevant Period provided some assistance, as permitted by U.S. law, but no
support services were provided to this end user by any Oracle entities in the U.S., and Oracle did not receive any payments directly from this end user. We have concluded that our contacts during the Relevant Period with these other end users
in Syria and Sudan were conducted in accordance with U.S. export regulations and U.S. sanctions, and either necessary approvals from BIS and OFAC were obtained or no such approvals were required. The amounts of the software support contracts during
the Relevant Period associated with all transactions from end users in Syria and Sudan referenced in our Prior Response Letter totaled $954,323.

 Ms. Cecilia D. Blye

 Chief, Office of Global Security Risk

 Division of Corporation Finance

United States Securities and Exchange Commission

page 6

Oracle does not anticipate conducting business with or for end users in Iran or Sudan but cannot anticipate or control De Minimis
re-export transactions by independent foreign entities. If Oracle were to learn of proposed export, re-export or use of Oracle products or services in these countries, our Office of Global Trade Compliance would process such cases in accordance with
U.S. and applicable foreign and multilateral export compliance laws and regulations. The Company anticipates a low volume of software license and related software support transactions with or for entities in Syria, in compliance with applicable U.S.
export and sanctions laws and regulations.

 MATERIALITY

 You have asked Oracle to assess the materiality of any contacts with entities in Iran, Syria and Sudan and whether those contacts constitute a material investment risk for Oracle’s security holders.

 The Company believes that a reasonable investor would be unlikely to consider Oracle to be doing business in Iran or Syria
based on a limited number of transactions pursuant to valid U.S. export licenses approved by the U.S. Government or based on the limited re-export of Oracle software products initiated by ind

CORRESP
1
filename1.htm

Correspondence

500 Oracle Parkway

phone

+16505067000

Redwood Shores

oracle.com

California 94065

 January 4, 2013

 VIA EDGAR

 Ms. Cecilia D. Blye, Chief

Office of Global Security Risk

 Division of
Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:
Oracle Corporation

Form 10-K for the Fiscal Year Ended May 31, 2012

Filed June 26, 2012

File No. 000-51788

 Dear Ms. Blye:

 We are writing with regards to your request for information set forth in your letter to Lawrence J. Ellison, Chief Executive
Officer of Oracle Corporation (“Oracle”), dated November 20, 2012, regarding Oracle’s Form 10-K for the fiscal year ended May 31, 2012. We are writing to request additional time to respond.

While we initially expected to provide our response during the week of December 31, 2012, we now seek additional time to complete
our due diligence and to provide a comprehensive response consistent with Oracle’s previous communications on these matters. We now expect to respond by January 23, 2013. If you have any further questions, please contact me at
(650) 506-7000.

 Very truly yours,

 /s/ Christopher Ing

 Christopher Ing

 Assistant General Counsel and Assistant Secretary

cc:
Barbara Jacobs, Assistant Director, Division of Corporation Finance, SEC

Pradip Bhaumik, Special Counsel, Office of Global Security Risk, Division of Corporation Finance, SEC

Dorian Daley, Senior Vice President, General Counsel and Secretary, Oracle Corporation

William Corey West, Senior Vice President and Chief Accounting Officer, Oracle Corporation

Brian S. Higgins, Vice President, Associate General Counsel and Assistant Secretary, Oracle Corporation

CORRESP
1
filename1.htm

SEC Correspondence

500 Oracle Parkway

phone +16505067000

Redwood Shores

oracle.com

California 94065

 November 29, 2012

 VIA EDGAR

 Ms. Cecilia D. Blye, Chief

Office of Global Security Risk

 Division of
Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:
Oracle Corporation

Form 10-K for the Fiscal Year Ended May 31, 2012

Filed June 26, 2012

File No. 000-51788

 Dear Ms. Blye:

 This will acknowledge receipt of your request for information set forth in your letter to Lawrence J. Ellison, Chief Executive
Officer of Oracle Corporation (“Oracle”), dated November 20, 2012, regarding Oracle’s Form 10-K for the fiscal year ended May 31, 2012. We understand that this is a standard inquiry being made of many public companies by the
SEC’s Office of Global Security Risk, created to assist in the fight against global terrorism.

 We would like to request
additional time to respond to your comments and request for information and expect to be able to provide our response during the week of December 31, 2012. If you have any further questions, please contact me at (650) 506-7000.

Very truly yours,

 /s/ Christopher Ing

 Christopher Ing

Assistant General Counsel and Assistant Secretary

cc:
Barbara Jacobs, Assistant Director, Division of Corporation Finance, SEC

Pradip Bhaumik, Special Counsel, Office of Global Security Risk, Division of Corporation Finance, SEC

Dorian Daley, Senior Vice President, General Counsel and Secretary, Oracle Corporation

William Corey West, Senior Vice President, Corporate Controller and Chief Accounting Officer, Oracle Corporation

Brian S. Higgins, Vice President, Associate General Counsel and Assistant Secretary, Oracle Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE
 November 20 , 2012

Via E -mail
Lawrence J. Ellison
Chief Executive  Officer
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065

 Re: Oracle Corporation
  Form 10 -K for the Fiscal Year Ended May  31, 201 2
  Filed June 26 , 2012
  File No. 0 -51788

Dear Mr. Ellison :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why i n your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. We are aware of recent news reports stating that your database products have been sold by
ZTE Corporation in China to Iran, and that products of several U.S. companies, including
you, sold by ZTE Corporation to Iran include systems that enable Iranian secu rity
authorities to conduct surveillance and tracking activities in that country.  We also are
aware of recent publicly -available information indicating that Sun Microsystems servers
have been acquired by MTN Irancell, possibly through China’s Huawei Tech nologies
Company, and that you are investigating that matter.  As you know, Iran is designated as a
state sponsor of terrorism by the State Department and is subject to U.S. economic
sanctions and export controls.

Please describe to us the nature, duratio n, and extent of your past, current, and anticipated
contacts with Iran, whether through subsidiaries, distributors, resellers, or other direct or

Lawrence J. Ellison
Oracle Corporation
November 20 , 2012
Page 2

 indirect arrangements for the last three fiscal years and the subsequent interim period.  In
this regard, ple ase discuss any past, current, and anticipated relationship you have with
ZTE Corporation and Huawei Technologies Company.  Your response should describe any
products, equipment, components, technologies, software, information, support, and
services that y ou have provided or intend to provide into Iran, directly or indirectly, and
any agreements, arrangements, or other contacts with the government of Iran or entities it
controls .

2. We also are aware of a May 2012 news report that the Commerce Department has issued
subpoenas to several U.S. companies whose products were sold by ZTE Corporation to
Iran, requesting information about their dealings with ZTE Corporation and/or another
Chinese corporation, Beijing 8 -Star International Company, which also was a part y to the
Iranian contracts.  Please tell us whether you have received any communications from the
Commerce Department on this issue and, if so, the current status of the matter .

3. You disclose on page 54 that you derive revenues from the Mid dle East and Africa,
regions that include Syria and Sudan.  Syria and Sudan are designated as state sponsors of
terrorism by the State Department and are subject to U.S. economic sanctions and export
controls.  Please describe to us th e nature, duration, and extent of your past, current, and
anticipated contacts with Syria and Sudan, whether through subsidiaries, distributors,
resellers, or other direct or indirect arrangements.  Your response should describe any
products, equipment, co mponents, technologies, software, information, support, and
services that you have provided or intend to provide into Syria and Sudan, directly or
indirectly, and any agreements, arrangements, or other contacts you have had with the
governments of those co untries or entities they control .

4. Please discuss for us the materiality of the contacts with Iran, Sudan, and/or Syria you
describe in response to the foregoing comments, and whether those contacts constitute a
material investment risk for your security holders.  You should address materia lity in
quantitative terms, including the approximate dollar amounts of any  associated revenues,
assets, and liabilities for the last three fiscal years and the subsequent interim period .
Also, address materiality in terms of qualitative factors that a re asonable investor would
deem important in making an investment decision, including the potential impact of
corporate activities upon a company’s reputation and share value.  Various state and
municipal governments, universities, and other investors have pr oposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.  Your materiality analysis should address the
potential impact of the investor sentiment evidenced by s uch actions directed toward
companies that have operations associated with Iran, Sudan, or Syria.  In this regard, you
should discuss specifically the above -referenced news reports about the resale of your
products to Iran and the use of your products by t he Iranian government in conducting
monitoring and targeting activities.

Lawrence J. Ellison
Oracle Corporation
November 20 , 2012
Page 3

 We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securit ies Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they ha ve made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in respo nse to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities la ws of the United States.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Barbara Jacobs
  Assistant Director
 Division of Corporation Finance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549- 5546

       DIVISION OF
CORPORATION FINANCE

Mail Stop 5546         December 29 , 2006

Via Facsimile (650) 633- 3222 and US Mail

Lawrence J. Ellison
Chief Executive Officer  Oracle Corporation 500 Oracle Parkway  Redwood City, California 94065
 Re: Oracle Corporation
  Form 10- K for the Fis cal Year Ended May 31, 2006
Filed July 21, 2006
   File No. 0- 51788

Dear Mr. Ellison:

We have limited our review of the above filing to di sclosures relating to your contacts with
countries that have been identified as state sponsors of terrorism, and we will make no further review of the filing.  Our review with respect to this issue does not preclude further review by the Assistant Director  group with respect to other issues.  At this juncture, unless otherwise directed, we
are asking you to provide us with supplemental information so that we may better understand your disclosure.  Please be as detailed as necessary in your response.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. We note from public media sources that you may have operations in or contacts with Iran,
Syria and Sudan, countries identified as state sponsors of terrorism by the State Department and subject to U.S. export controls and sanctions.  For example, we note media reports of third -party IT companies that offer technology and services of Oracle and other companies in

Lawrence J. Ellison
Oracle Corporation
Page 2

several Middle Eastern and African countries, including Iran, Syria and Sudan.  Although the
Form 10- K indicates that you have operations in the Middle East and Africa, it does not
contain any information relating to operations or contacts associated with Iran, Syria or
Sudan.  Please describe your contacts with these countries, if any, and discuss their materiality to you in light of the countries’ status as state sponsors of terrorism.  Please also discuss whether the contacts, either individually or in the aggregate, constitute a material investment risk to your security holders.  Your response should describe your current, past and anticipated operations in and contacts with Iran, Syria and Sudan, including through affiliates, distributors, resellers and other direct and indirect arrangements.
 2. Your materiality analysis should address materiality in quantitative terms, including the approximate dollar amount of your revenues, assets and liabilities, if any, associated with Iran, Syria and Sudan.  Please also address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potent ial impact of corporate activities upon a company’s reputation and share value.
 We note , for example,  that Arizona and Louisiana have adopted legislation requiring their
state retirement systems to prepare reports regarding state pension fund assets i nvested in,
and/or permitting divestment of state pension fund assets from, companies that do business with countries identified a s state sponsors of terrorism.  California, Connecticut, Illinois,
Maine, Oregon  and New Jersey
 have adopted, and other states  are considering, legislation
prohibiting the investment of certain state assets in, and/or requiring the divestment of certain state assets from, companies that do business with Sudan.  Harvard University, Stanford University , Yale University, Dartmouth C ollege  and the University of California
Board of Regents  have all adopted policies prohibiting investment in, and/or requiring
divestment from, companies that do business with Sudan.  Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions concerning companies with operations associated with Iran, Syria and Sudan.

Your qualitative materiality analysis also should address whether the governments of Iran, Syria or Sudan, or entities contro lled them, receive cash or act as intermediaries  in
connection with your operations  or, to the best of your knowledge, those of your affiliates,
distributors and resellers.
 3. Please also address the impact of  any regulatory complianc e programs you have
implemented in  connection with any business in these countries, and any internal risk
assessment undertaken in connection with such business.
 4. With respect to any operations in or contacts with Iran, please address the applicability of Section 5(b) of the Iran Sanctions  Act of 1996, as amended by the Iran Freedom Act on
September 30, 2006, to your activities associated with Iran.

Lawrence J. Ellison
Oracle Corporation
Page 3

Please respond to these comments within 10 business days or tell us when you will provide
us with a response.  Please understand that we may have additional comments after reviewing your
respons es to our comments.  Please submit  your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing  includes all information required under the Exchange Act of
1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to the company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a statement from
the company acknowledging that:

the company is responsible for  the adequacy and accuracy of the disclosure in the filing;

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

the company may not assert staff comm ents as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all information
you provide to the staff of the Division of Corporation Finance in our review of your filing s or in
response to our comments on your filing s.
  Please contact James Lopez at (202) 551 -3536 if you have any questions about the
comments or our review.  You may also contact me at (202)  551- 3470.
          Sincerely,
           Cecilia D. Blye, Chief
        Office of Global Security Risk
  cc:  Barbara Jacobs
  Assistant Director
  Division of Corporation Finance

February  16, 201 2

Via E -mail
Safra A. Catz
President  and Chief Financial Officer
Oracle Corporation
500 Oracle Parkway
Redwood City, CA 94065

Re: Oracle Corporation
 Form 10 -K for the Fiscal Year Ended May 31, 2011
 Filed June 28, 2011
File No. 000 -51788

Dear  Ms. Catz:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Patrick Gilmore

 Patrick Gilmore
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

500 Oracle Parkway

Phone 650.506.7000

Redwood Shores

oracle.com

California 94065

 February 3, 2012

 VIA EDGAR

 Mr. Patrick Gilmore

Accounting Branch Chief

 Division of Corporation
Finance

 United States Securities and Exchange Commission

 Washington, D.C. 20549-5546

Re:
Oracle Corporation

Form 10-K for the Fiscal Year Ended May 31, 2011

Filed June 28, 2011

File No. 000-51788

Oracle Corporation

Form 10-Q for the Quarterly Period Ended November 30, 2011

Filed December 23, 2011

File No. 000-51788

 Dear
Mr. Gilmore:

 This letter responds to the comments set forth in the letter from the staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”) to Safra A. Catz, President and Chief Financial Officer of Oracle Corporation (“Oracle” or “we”) dated January 26, 2012, regarding Oracle’s Annual
Report on Form 10-K for the fiscal year ended May 31, 2011 and Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2011.

 Form 10-K for the Fiscal Year Ended May 31, 2011

 Consolidated Financial
Statements

 Note 18. Legal Proceedings, page 130

1.
Your statement on page 133 that you do not believe the “outcome” of any claims or legal matters will have a materially adverse effect on your consolidated
financial position, results of operations or cash flows is unclear. For example, it is unclear whether this phrase suggests that the accrued amount is immaterial, the range of reasonable possible loss in excess of amounts accrued is immaterial, or
something else. In future filings, please clarify this phrase for consistency with the terminology as defined in ASC 450-20-50 and provide us with your proposed future disclosure.

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

Page 2

 Response: We advise the Staff that we will revise our disclosure in future
filings to state the following:

 We are party to various other legal proceedings and claims, either asserted or unasserted,
which arise in the ordinary course of business, including proceedings and claims that relate to acquisitions we have completed or to companies we have acquired or are attempting to acquire. While the outcome of these matters cannot be predicted with
certainty, we do not believe that the outcome of any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized, if any.

Form 10-Q for the Quarterly Period Ended November 30, 2011

 Condensed Consolidated Financial Statements

 Note 14. Legal Proceedings, page 22

2.
We note numerous news articles regarding the lawsuit Hewlett-Packard filed against the company due to the company’s decision to discontinue software development
on the Intel Itanium microprocessor. We also note various news articles indicating that the company has been subject to investigations regarding possible Foreign Corrupt Practices Act violations for more than a year. Please tell us how you
considered the guidance in paragraphs 50-3 through 50-5 of ASC 450-20-50 in evaluating the need to disclose these pending matters.

 Response: We make a quarterly assessment of legal matters, including the matters referenced in the Staff’s inquiry above, to determine how those matters should be treated in the context of the
accounting and disclosure requirements of paragraphs 50-3 through 50-5 of ASC 450-20-50. For those matters referenced above, we evaluated whether it was reasonably possible that a loss or a loss exceeding amounts already recognized may be incurred.
We determined that the estimated ranges of additional losses for those matters referenced above, if any, either individually or in the aggregate, would not have a material effect on our consolidated financial position, results of operations or cash
flows. Consequently, we believe our disclosures comply with the aforementioned guidance.

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

Page 3

 Acknowledgments

In connection with our response to your comments, Oracle acknowledges the following:

•

 Oracle is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 Staff comments or changes to the disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 Oracle may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 If you have any further questions, please contact me or Christopher Ing, Assistant General
Counsel and Assistant Secretary, both at (650) 506-7000.

Very truly yours,

 /s/ William Corey West

William Corey West

Senior Vice President, Chief Accounting Officer and Corporate Controller

cc:
Barbara Jacobs, Assistant Director, Division of Corporation Finance, SEC

Christine Davis, Assistant Chief Accountant, Division of Corporation Finance, SEC

Joyce Sweeney, Staff Accountant, Division of Corporation Finance, SEC

Safra A. Catz, President and Chief Financial Officer, Oracle Corporation

Dorian Daley, Senior Vice President, General Counsel and Secretary, Oracle Corporation

Brian Higgins, Vice President, Legal and Associate General Counsel and Assistant Secretary, Oracle Corporation

Christopher Ing, Assistant General Counsel and Assistant Secretary, Oracle Corporation

January 26, 2012

Via E-mail
Ms. Safra A. Catz  President and Chief Financial Officer Oracle Corporation 500 Oracle Parkway Redwood City, CA 94065
Re: Oracle Corporation
 Form 10-K for the Fiscal Year Ended May 31, 2011  Filed June 28, 2011
Form 10-Q for the Quarterly Period Ended November 30, 2011
Filed December 23, 2011 File No. 000-51788

Dear Ms. Catz:
 We have reviewed your filings and have th e following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.
             Form 10-K for the Fiscal Year Ended May 31, 2011

 Consolidated Financial Statements

 Note 18. Legal Proceedings, page 130

 1. Your statement on page 133 that you do not beli eve the “outcome” of any claims or legal
matters will have a materially adverse e ffect on your consolidated financial position,
results of operations or cash flows is unclear.  For example,  it is unclear whether this
phrase suggests that the accrued amount is im material, the range of reasonably possible

 Safra A. Catz Oracle Corporation January 26, 2012 Page 2
 loss in excess of amounts accrued is immaterial, or something else.  In future filings,
please clarify this phrase for consistency w ith the terminology as defined in ASC 450-20-
50 and provide us with your proposed future disclosure.
 Form 10-Q for the Quarterly Period Ended November 30, 2011

 Condensed Consolidated Financial Statements

 Note 14. Legal Proceedings, page 22

 2. We note numerous news articles regarding th e lawsuit Hewlett-Packard filed against the
company due to the company’s decision to di scontinue software development on the Intel
Itanium microprocessor.  We also note various news article s indicating that the company
has been subject to investigations regard ing possible Foreign Corrupt Practices Act
violations for more than a year.  Please tell us how you consider ed the guidance in
paragraphs 50-3 though 50-5 of ASC 450-20-50 in evaluating the need to disclose these
pending matters.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filings includ e the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

 Safra A. Catz Oracle Corporation January 26, 2012 Page 3
 You may contact Joyce Sweene y, Staff Accountant at (202) 551-3449 or Christine Davis,
Assistant Chief Accountant, at  (202) 551-3408 if you have questi ons regarding comments on the
financial statements and related matters.  If you require further assistan ce, do not hesitate to
contact me at (202) 551-3406.
Sincerely,
   /s/ Patrick Gilmore   Patrick Gilmore
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 [ORACLE CORPORATION LETTERHEAD]

October 24, 2011

 Mr. Matthew
Crispino

 United States Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

Washington, D.C. 20549

Oracle Corporation

Re:
Registration Statement on Form S-4 filed August 19, 2011

 File No. 333-176405

 Request for Acceleration of Effectiveness

 Dear Mr. Crispino:

 In
accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Oracle Corporation (the “Company”) hereby requests that the effectiveness of the above referenced Registration Statement on Form S-4 (the
“Registration Statement”) be accelerated to 4:00 p.m., Eastern Time, on October 26, 2011, or as soon thereafter as practicable.

 The Company acknowledges that the disclosure in the Registration Statement is the responsibility of the Company. The Company hereby represents to the United States Securities and Exchange Commission (the
“Commission”) that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 Please contact Sarah K. Solum (650-752-2011) at Davis Polk & Wardwell LLP with any questions you may
have concerning this request.

Very truly yours,

Oracle Corporation

 By:

 /s/ Christopher Ing

Name:

Christopher Ing

Title:

Assistant General Counsel and Assistant Secretary

 2

August 31, 2011
 Via E-mail

Dorian Daley Senior Vice President, Ge neral Counsel & Secretary
Oracle Corporation 500 Oracle Parkway Redwood City, CA 94065
Re: Oracle Corporation
  Registration Statement on Form S-4
Filed August 19, 2011
  File No. 333-176405

Dear Ms. Daley:
 We have limited our review of your registrati on statement to the issue we have addressed
in our comment.
 Please respond to this letter by providing the requested information.  Where you do not
believe our comments applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment, we may have additional comments.

General

 1. We note that you are registering the 3.875%  Notes due 2020 and 5.375% Notes due 2040
in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action
Letter (April 13, 1988).  See also Morgan St anley & Co. Inc., SEC No-Action Letter
(June 5, 1991) and Shearman & Sterling, SE C No-Action Letter (July 2, 1993).
Accordingly, please provide us with a supplem ental letter stating th at you are registering
the exchange offer in reliance on our position contained in these le tters and include the
representations contained in  the Morgan Stanley and Shearman & Sterling no-action
letters.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Dorian Daley Oracle Corporation August 31, 2011 Page 2

 Notwithstanding our comment, in the event you request acceleration of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rule 461 regarding requests fo r acceleration.  We will consider a written
request for acceleration of the e ffective date of the registration statement as confirmation of the
fact that those requesting acceler ation are aware of their respec tive responsibilities under the
Securities Act of 1933 and the Secu rities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Stephani Bouvet,  Staff Attorney, at (202) 551-3545 or me at (202) 551-
3456 with any other questions.
Sincerely,
   /s/ Mark P. Shuman for
Matthew Crispino Staff Attorney
cc: Via E-mail

Sarah K. Solum Davis Polk & Wardwell LLP

April 25, 2011
 Via E-mail

Mr. Lawrence J. Ellison Chief Executive Officer and Director Oracle Corporation 500 Oracle Parkway Redwood City, CA 94065
Re: Oracle Corporation
 Form 10-K for the Fiscal Year ended May 31, 2010
Filed July 1, 2010 File No. 000-51788

Dear Mr. Ellison:
 We have completed our review of your Form 10-K and related filings and have no further
comments at this time on the specific issues raised.
Sincerely,
   /s/ Patrick Gilmore
Patrick Gilmore Accounting Branch Chief

CORRESP
1
filename1.htm

SEC Correspondence

 April 5, 2011

 VIA EDGAR

 Mr. Patrick Gilmore

Accounting Branch Chief

 Division of Corporation
Finance

 United States Securities and Exchange Commission

 Washington, D.C. 20549-5546

  Re:
  Oracle Corporation

    Form 10-K for the Fiscal Year Ended May 31, 2010

    Filed July 1, 2010

    File No. 000-51788

 Dear Mr. Gilmore:

 This letter responds to the comments set forth in the
letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) to Lawrence J. Ellison, Chief Executive Officer of Oracle Corporation (“Oracle” or the
“Company”), dated March 25, 2011, regarding Oracle’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010.

 Form 10-K for the Fiscal Year Ended May 31, 2010

 Consolidated Financial
Statements

 Consolidated Statements of Operations, page 88

1.
We note your response to prior comment 5. Please provide us with your quantitative analysis of the allocation of such costs to the respective cost of sales for the
periods presented and describe how you considered the significance of these costs relative the respective revenue streams and the costs of sales line items currently presented on your Statements of Operations. In addition, tell us how you considered
the guidance of ASC 985-20-45-1 and SAB Topic 11.B.

 Response: The quantitative analysis requested by the Staff is
presented below. We would like to point out that we have considered the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (ASC) 985-20-45-1 and the SEC’s Staff Accounting Bulletin

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 page
 2

(SAB) Topic 11.B and respectfully advise the Staff that, after reviewing those requirements and others pursuant to U.S. generally accepted accounting principles and the rules, regulations and
related accounting bulletins published by the SEC, we are not aware of any specific financial reporting requirements to include amortization of acquired intangible assets within cost of products or cost of services for the periods presented. ASC
985-20-45-1 requires that the amortization of capitalized software costs be included in cost of sales or a similar expense category. ASC 350-30-45-2 states that “the amortization expense and impairment losses for intangible assets shall be
presented in income statement line items within continuing operations as deemed appropriate for each entity.” ASC 350 does not require that amortization of acquired intangible assets to be allocated to any specific cost category. SAB Topic 11.B
addresses the exclusion of “depreciation, depletion and amortization of property, plant and equipment” from cost of goods sold or operating expenses. Amortization of intangible assets is not “depreciation, depletion and amortization
of property, plant and equipment.”

 Finally, and as we stated in our initial response, we do not believe the allocation of amortization
of intangible assets to other cost categories within operating expenses would provide a clearer presentation to users of our financial statements. We believe such a presentation would be more confusing.

With respect to the quantitative analysis requested, we advise the Staff of the following:

•

 We refer the Staff to our response to comment 2 below with respect to our assessment of direct expenses and the amortization of developed technology
intangible assets related to our new software license revenues for fiscal 2010, 2009 and 2008.

•

 With respect to our assessment of the amortization of developed technology intangible assets and whether to include the amounts in our direct expenses
related to our hardware systems products revenues: we advise the Staff that the amortization of developed technology intangible assets related to our hardware systems products totaled approximately $113 million for fiscal 2010 (none for fiscal 2009
and 2008). We believe such an amount is neither quantitatively nor qualitatively material. The amount of developed technology amortization related to our hardware systems products that we recognized in fiscal 2010 represented approximately 0.6% of
total operating expenses and 7.5% of our total hardware systems products revenues and would have been 12.8% of our hardware systems products expenses as calculated per our consolidated statement of operations. We do not believe such amortization was
material to include in our hardware systems products expenses as:

•

 we do not present a separate gross profit line for our hardware systems products in our consolidated statements of operations;

•

 our classification of developed technology amortization in the amortization of intangible assets line of our consolidated statements of operations had
no effect on any reported amounts or trends with respect to our total operating expenses or total operating margin as reported per our consolidated statements of operations; and

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 page
 3

•

 we enable the users of our consolidated financial statements to assess each of our operating segments’ performance including intangible asset
amortization in our presentation of each operating segments’ results that is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations for fiscal 2010, 2009 and 2008.

•

 With respect to our assessment of the amortization of developed technology intangible assets and whether to include the amounts in our direct expenses
related to our services revenues: we advise the Staff that we performed a similar analysis as to that performed for our hardware systems products expenses (described above) and we reached a similar conclusion that such amounts were neither
qualitatively nor quantitatively material (amortization of developed technology relating to our services revenues was approximately $13 million in each of fiscal 2010 and 2009 and $15 million in fiscal 2008).

We have consistently applied the aforementioned presentation in all of our filings and for all of our fiscal periods. We periodically assess whether this
presentation continues to provide relevant information to financial statement users while complying with U.S. generally accepted accounting principles and the rules, regulations and interpretations of the SEC. To provide additional clarification to
the financial statement reader, we will prospectively add disclosure to our consolidated statements of operations to make it clear that our cost of revenue lines exclude amortization of intangible assets. The disclosure will be in the form of a
footnote applied to each of our cost of revenue lines on the face of our consolidated statements of operations and will state, “Exclusive of amortization of intangible assets, which is shown separately below.”

2.
As a related matter, please explain to us why you do not present cost of sales related to new software licenses. We note that in your November 23, 2005 response
to comment 81 you indicated that if the amortization of developed technology amounts becomes significant, you will present the cost of licenses, including the amortization of developed technology, separately in future filings. In your response,
quantify the components of the direct costs of new software licenses revenues for the periods presented and describe how you considered the significance of these costs relative to the new licenses revenues. Please refer to Item 5-03.2 of
Regulation S-X.

 Response: As we have stated above, we do not believe there is a requirement to allocate amortization
of acquired intangible assets to cost of sales related to new software licenses. We refer the Staff to our response to comment 1 above.

Quantitatively we advise the Staff that our direct expenses relating to new software license revenues both with and without amortization of developed
technology for fiscal 2010, 2009 and 2008 did not meet the thresholds for separate presentation pursuant to Regulation S-X, Rule 5-03.2 and Rule 4-02 as further presented in the following analysis:

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 page
 4

Year Ended May 31,

 (in millions)

2010

2009

2008

 Direct expenses relating to new software license revenues

$
203

$
186

$
208

 Total direct expenses relating to new software license revenues as a percentage of total operating expenses

1.1%

1.2%

1.4%

 Amortization of developed technology attributable to new software licenses

$
685

$
709

$
500

 Total direct expenses relating to new software license revenues including amortization of developed technology

$
888

$
895

$
708

 Total direct expenses relating to new software license revenues including amortization of developed technology as a percentage of
total operating expenses

5.0%

6.0%

4.9%

 Notes to Consolidated Financial Statements

 Note 1. Organization and Significant Accounting Policies

 Revenue Recognition, page 91

3.
In your response to prior comment 7 you indicate that Premier Support is available for the first five years from the general availability date of all product
releases. Please explain what you mean by the general availability date for a product and how this is factored into a support contract term period. Clarify whether Premier Support is a five-year support contract sold in connection with a software
license or whether customers simply have the option of renewing an annual contract during this five-year period. In this regard, we note in your response your reference to first year support sold in connection with a software license although in
your description of Premier Support on your website, it appears to be a standard five-year support period.

Response: The general availability date for a product is the date upon which it is first available for sale to customers. The
general availability date is not factored into a support contract term.

 Premier Support is not a five-year contract sold in
connection with a software license. Rather, Premier Support is available to customers for a five-year period from the date of general availability. First year support has a term of one year and the customer has an option of renewing their Premier
Support for subsequent one year contract terms during that five-year period.

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 page
 5

 Acknowledgments

 In connection with our response to your comments, Oracle acknowledges the following:

•

 Oracle is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 Staff comments or changes to the disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 If you have any further questions, please contact me or Christopher Ing, Assistant
General Counsel and Assistant Secretary, both at (650) 506-7000.

Very truly yours,

/S/ WILLIAM COREY WEST

 William Corey West

 Senior
Vice President, Chief Accounting Officer and Corporate Controller

cc:
Barbara Jacobs, Assistant Director, Division of Corporation Finance, SEC

Joyce Sweeney, Staff Accountant, Division of Corporation Finance, SEC

Philip Rothenberg, Staff Attorney, Division of Corporation Finance, SEC

Jeff Epstein, Executive Vice President and Chief Financial Officer, Oracle Corporation

Dorian Daley, Senior Vice President, General Counsel and Secretary, Oracle Corporation

Christopher Ing, Assistant General Counsel and Assistant Secretary, Oracle Corporation

March 25, 2011
 Via E-mail

Mr. Lawrence J. Ellison Chief Executive Officer and Director Oracle Corporation 500 Oracle Parkway Redwood City, CA 94065
Re: Oracle Corporation
 Form 10-K for the Fiscal Year ended May 31, 2010
Filed July 1, 2010 File No. 000-51788

Dear Mr. Ellison:
 We have reviewed your letter dated Febr uary 17, 2011 in connection with the above-
referenced filing and have the following comments.   In some of our comments, we may ask you
to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have addi tional comments.  Unless otherwise noted, where
prior comments are referred to they refer to our letter dated February 3, 2011.
          Form 10-K for the Fiscal Year ended May 31, 2010

Consolidated Financial Statements
 Consolidated Statements of Operations, page 88

1. We note your response to prior comment 5.  Pl ease provide us with your quantitative
analysis of the allocation of such costs to the respective cost of sales for the periods
presented and describe how you considered the significance of these costs relative the
respective revenue streams and the costs of sales line items currently presented on your
Statements of Operations.  In addition, tell  us how you considered the guidance of ASC
985-20-45-1 and SAB Topic 11.B.

 Lawrence J. Ellison Oracle Corporation March 25, 2011 Page 2
 2. As a related matter, please explain to us w hy you do not present cost of sales related to
new software licenses.  We note that in your November 23, 2005 response to comment 81
you indicated that if the amortization of developed technology amounts becomes
significant, you will present the cost of licenses, including the amortization of developed
technology, separately in future filings.  In your response, quantify the components of the
direct costs of new software licenses revenue s for the periods presen ted and describe how
you considered the significance of these cost s relative to the new licenses revenues.
Please refer to Item 5- 03.2 of Regulation S-X.
 Notes to Consolidated Financial Statements

 Note 1. Organization and Si gnificant Accounting Policies

 Revenue Recognition, page 91

 3. In your response to prior comment 7 you indica te that Premier Support is available for
the first five years from the general availability date of all product releases.  Please explain what you mean by the general availabi lity date for a product and how this is
factored into a support contra ct term period.  Clarify whet her Premier Support is a five-
year support contract sold in connection with  a software license or whether customers
simply have the option of renewing an annual contract during this five-year period.  In
this regard, we note in your response your reference to first year support sold in
connection with a software license although in  your description of Premier Support on
your website, it appears to be a standard five-year support period.
 You may contact Joyce Sweeney, Staff Accountant at (202) 551-3449 if you have
questions regarding comments on th e financial statements and related matters.  If you have any
other questions, please contact Philip Rothenberg , Staff Attorney, at (202) 551-3466 or Barbara
C. Jacobs, Assistant Director, at (202) 551- 3730.  If you require furt her assistance, do not
hesitate to contact me at (202) 551-3406.
Sincerely,
   /s/ Patrick Gilmore
Patrick Gilmore Accounting Branch Chief

CORRESP
1
filename1.htm

SEC Correspondence

 500 Oracle Parkway

 Redwood
Shores

 California 94065

 phone 650.506.7000

oracle.com

February 17, 2011

VIA EDGAR

Mr. Patrick Gilmore

 Accounting Branch
Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549-5546

Re: Oracle Corporation

 Form 10-K for the Fiscal Year Ended May 31, 2010

 Filed
July 1, 2010

 File No. 000-51788

 Dear Mr. Gilmore:

 This letter responds to the comments set forth in the
letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to Lawrence J. Ellison, Chief Executive Officer of Oracle Corporation (“Oracle” or the “Company”), dated
February 3, 2011, regarding Oracle’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010.

 Form 10-K for the
Fiscal Year Ended May 31, 2010

 Part III (incorporated by reference to your definitive proxy statement filed on September 7,
2010)

 Executive Compensation

 Annual Performance Cash Bonus, page 30

1.
 You state that your executive compensation program is designed primarily to incentivize and reward the achievement of financial and performance
goals and that your annual performance cash bonus plan is formula-based and seeks to motivate your senior executives by rewarding them when your annual financial performance goals are met or exceeded. In future filings please disclose your annual
financial and performance goals as well as actual results or, alternatively, provide us with your analysis of why such disclosure is either immaterial or not required pursuant to Instruction 4 to Item 402(b) of Regulation S-K. For

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 Page
 2

additional guidance, please refer to Regulation S-K Compliance and Disclosure Interpretation 118.04.

Response: We respectfully advise the Staff that the purpose of our executive cash bonus plan is to incentivize our executives to
continue to increase our non-GAAP pre-tax profits over the prior fiscal year, as opposed to achieving a specific profitability target. As disclosed in our proxy statement filed with the SEC on September 7, 2010 (the “2010 Proxy
Statement”), each named executive officer received a specified percentage of any year-over-year growth in our non-GAAP pre-tax profits. Therefore, we disclosed in our 2010 Proxy Statement all of the material terms of our executive cash bonus
program, which we consider to be the following:

(1)
The bonus formula: Each named executive officer received a specified percentage of any annual growth in our non-GAAP pre-tax profits, and we disclosed each named
executive officer’s percentage.

(2)
The financial metric used: The only metric was our annual growth in non-GAAP pre-tax profits, and we disclosed what comprised that financial metric.

(3)
The reasons for using the financial metric: We must achieve an increase in our annual non-GAAP pre-tax profits in order for the named executive officers to
receive any cash bonus, and we disclosed why we believe this aligns our named executive officers’ interests with our business goals.

(4)
The actual bonus amount: Each of our named executive officers received an annual cash bonus determined by his/her formula, and we disclosed the actual bonus
amount they received.

 In addition, as per our response to comment 2 below, in future filings, we will disclose
the actual results by disclosing the amount of our annual growth in non-GAAP pre-tax profits.

 We believe that the above
mentioned disclosure provides investors with all of the material information necessary to understand our executive cash bonus plan as required by Instruction 1 to Item 402(b) of Regulation S-K. Respectfully, we therefore do not believe
disclosure of annual financial performance goals is

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 Page
 3

material to an understanding of our compensation policies or decisions regarding our named executive officers.

2.
You disclose that the bonuses of your named executive officers are equal to a specified percentage of the growth in your non-GAAP pre-tax profits over the preceding
fiscal year but do not disclose this amount. In future filings, please disclose the amount of the growth in your non GAAP pre-tax profits over the preceding fiscal year. Please also disclose how and why the specified percentage for each of your
named executive officers was chosen as well as the reasons for choosing non-GAAP pre-tax profits as the metric used in your fiscal 2010 executive bonus plan.

Response: In future filings, we will disclose the amount of our growth in non-GAAP pre-tax profits over the preceding fiscal
year.

 We respectfully advise the Staff that, as disclosed in our 2010 Proxy Statement, in setting the specified percentage
for each named executive officers’ bonus, the Compensation Committee uses its subjective judgment to determine the appropriate incentives to adequately motivate and reward our executives, rather than using a specific formula or targeting a
specific dollar amount. For example, Mr. Ellison’s bonus formula has the highest percentage for the reasons described on page 34 of our 2010 Proxy Statement (in particular, because “he is not only our CEO with overall responsibility
for our business strategy, operations and corporate vision, he is also our founder who has guided Oracle for more than 30 years and who the Compensation Committee believes is vital to our success as a company going forward”). As disclosed in
our 2010 Proxy Statement, the Compensation Committee set the bonus formulas for the other named executive officers using the subjective and collective judgment of the members of the committee after consulting with our CEO. However, in future
filings, we will expand on our disclosure of how the Compensation Committee decided upon the specific formula for the other named executive officers by focusing on the most material subjective criteria for different individuals.

Throughout the Compensation Discussion and Analysis section of the 2010 Proxy Statement, we discussed the financial metric we used in
our executive cash bonus plan and why we use this metric. In future filings, we will continue to provide, and will expand on or revise when necessary or appropriate, the following reasons

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 Page
 4

that this metric was selected but will do so in one place with a descriptive heading:

—

 The metric we use emphasizes the creation of stockholder value through annual growth in our company-wide, pre-tax profits on a non-GAAP basis.

—

 Non-GAAP pre-tax profitability is regularly used by our management to understand, manage and evaluate our business and make operating decisions.

—

 The Compensation Committee believes using this metric further aligns our executives’ interests with our business goals because it requires
improved financial performance before any bonus under the executive cash bonus plan is paid.

 Long-term Incentive
Compensation-Stock Options, page 31

3.
We note your disclosure of the factors that the Compensation Committee considers in determining the size of option grants to your named executive officers. In
future filings, please additionally disclose how the Compensation Committee decided upon the specific size of the options grants to your named executive officers. For example, how did the Compensation Committee determine that Mr. Ellison should
be given an option grant of 7,000,000 shares while Mr. Epstein received an option grant of 500,000 shares?

 Response: We respectfully advise the Staff that, as disclosed in our 2010 Proxy Statement, the Compensation Committee considers a number of factors in determining the size of option grants to our
named executive officers and does not have a formula by which it determines which of the listed factors is more or less important. For example, the Compensation Committee does not target a dollar value, but instead makes a subjective decision on the
amount it believes is needed to retain and motivate these executives given that the awards only have value if our long-term stock price increases and the executive remains with us.

In particular, and as we disclosed in our 2010 Proxy Statement under the heading “Determination of Executive Compensation Amounts
for Fiscal 2010,” Mr. Ellison received the largest equity award based on the Compensation Committee’s subjective evaluation of, among other matters, his contributions to our superior

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 Page
 5

financial performance in fiscal 2010, the critical role he plays in executing our business and acquisition strategies, the unique contributions he makes to Oracle as its founder and to provide an
incentive for superior stock price performance. As discussed in our 2010 Proxy Statement, the Compensation Committee recognized that Mr. Ellison has a significant equity interest in Oracle, but believed he should still receive annual incentive
compensation because Mr. Ellison plays an active and vital role in our operations, strategy and growth.

In future filings, we will expand on our disclosure of how the Compensation Committee decided upon the specific size of the option shares granted to our other named
executive officers by focusing on the most material subjective criteria for different individuals. For example, Ms. Catz received the next largest option grant because of her significant responsibility as a President, which included not only
assisting our CEO with setting our overall business strategy but also executing on that strategy. As disclosed on page 33 of the 2010 Proxy Statement, Mr. Kurian received a large stock option grant because he was promoted during fiscal 2010,
whereas Mr. Epstein received half the number of option shares that he received in fiscal 2009 because his fiscal 2009 grant was an initial hire option grant, which is often higher than an annual option grant. However, and as disclosed in our
2010 Proxy Statement, the size of a given stock option grant was a subjective decision by the Compensation Committee, and there was no specific formula to explain the differences among individuals.

Item 15. Exhibits and Financial Statement Schedules, page 80

4.
It appears that one of the exhibits that you have filed with the Form 10-K and listed in the exhibit index omits certain other exhibits or schedules. Please explain
to us why Exhibit 10.19 (a $2 billion 364-Day Revolving Credit Agreement dated as of March 18, 2008), which is incorporated by reference to exhibit 10.29 of the Form 8-K filed on March 21, 2008, omits exhibits and schedules that are part
of this Exhibit 10.19. Additionally, it is unclear to us whether you continue to utilize this credit agreement as there does not appear to be any disclosure regarding it on page 70 under the subheading “Revolving Credit Agreements.” Please
refile a complete copy of this exhibit and explain to us why you have not provided disclosure regarding this credit agreement in the Form 10-K. Please see Item 601 of Regulation S-K.

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 Page
 6

 Response: We did not provide disclosure regarding this credit agreement in the
Form 10-K because no amount was outstanding under the agreement during our fiscal years ended May 31, 2010 and 2009. The credit agreement expired pursuant to its terms on March 17, 2009, which was during the fiscal year prior to the
fiscal year ended May 31, 2010 reported in the Form 10-K. We nevertheless continued to include this exhibit, including a schedule containing the dollar amounts of the various commitments under this agreement, in our Form 10-K because it
had been entered into not more than two years before such filing in accordance with Item 601(10) of Regulation S-K. We respectfully submit that the credit agreement is no longer material to Oracle or its stockholders and that filing a complete
copy containing all exhibits and schedules at this point in time would suggest otherwise. To the extent we enter into future similar agreements that are material, we will in future filings include the related exhibits and schedules as required by
Item 601 of Regulation S-K.

 Consolidated Financial Statements

 Consolidated Statements of Operations, page 88

5.
We note that you disclose a separate line item for amortization of intangible assets within operating expenses. Please tell us how you considered including
amortization of intangible assets expense within the related costs of goods sold or services provided.

Response: We make a periodic assessment of the manner in which we present amortization of intangible assets in our Consolidated
Statements of Operations and consider whether certain amounts should be included as a component of cost of goods sold or cost of services. Our most recent evaluations were performed during our third quarter of fiscal 2010 in connection with our
acquisition of Sun Microsystems, Inc. and again in the fourth quarter of fiscal 2010 as a part of our annual reporting processes. Our primary considerations are the significance of the amortization expenses that would be allocated to cost of goods
sold and cost of services, and whether making such an allocation would assist the users of our financial statements in better understanding our results of operations. A secondary consideration is the fact that we do not present a gross profit
subtotal

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 Page
 7

for any of our revenue lines on our statement of operations, and we are not aware of specific financial reporting requirements to include amortization of intangibles within cost of goods sold. We
believe the allocation of a portion of intangible asset amortization to cost of goods sold and to cost of services, while presenting all other intangible asset amortization as a separate line item within our consolidated statements of operations,
would not present our results of operations more clearly and would be more confusing to the users of our financial statements.

 Notes to
Consolidated Financial Statements

 Note 1. Organization and Significant Accounting Policies

Revenue Recognition, page 91

6.
We note you determine estimated selling price (ESP) by considering several external and internal factors including pricing practices, margin objectives, competition
geographies, internal costs and stage of the product lifecycle. Please provide us, and expand your disclosures to provide, a more detailed explanation of how you determine ESP and include a discussion of any other factors, trends, inputs, techniques
or assumptions that are incorporated into your analysis. For example, please clarify whether you typically apply a gross profit margin to your estimated costs in order to determine ESP and how gross profit margins and costs are determined. Please
refer to ASC 605-25-50-2.

 Response: The process we have followed to determine estimated selling
price (“ESP”) for non-software products and services begins with management’s consideration of our overall pricing model and objectives. Management then considers how the relevant market conditions and entity-specific factors affect
those pricing objectives. As noted in our disclosure, management considers many factors in establishing the ESP. Our principal method of evaluating the ESP is a review of historical transactions, including transactions where the underlying products
were sold on a standalone basis. We then

February 3, 2011
 Mr. Lawrence J. Ellison Chief Executive Officer and Director Oracle Corporation 500 Oracle Parkway Redwood City, CA 94065
Re: Oracle Corporation
 Form 10-K for the Fiscal Year Ended May 31, 2010
Filed July 7, 2010 File No. 000-51788

Dear Mr. Ellison:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended May 31, 2010

 Part III (incorporated by refe rence to your definitive proxy statement filed on September 7,
2010)

Executive Compensation
 Annual Performance Cash Bonus, page 30

 1. You state that your ex ecutive compensation program is de signed primarily to incentivize
and reward the achievement of financial a nd performance goals and that your annual
performance cash bonus plan is formula-ba sed and seeks to motivate your senior
executives by rewarding them when your annua l financial performance goals are met or
exceeded.  In future filings, please disclose  your annual financial and performance goals
as well as actual results or, alternatively, provide us with your analysis of why such

 Lawrence J. Ellison Oracle Corporation February 3, 2011 Page 2
 disclosure is either immaterial  or not required pursuant to In struction 4 to Item 402(b) of
Regulation S-K.  For additional guidance, pl ease refer to Regulation S-K Compliance and
Disclosure Interpretation 118.04.
2. You disclose that the bonuses of your named executive officers are equal to a specified
percentage of the growth in your non-GAAP pre- tax profits over the preceding fiscal year
but do not disclose this amount.  In future  filings, please disclose the amount of the
growth in your non-GAAP pre-tax profits ove r the preceding fiscal year.  Please also
disclose how and why the specified percentage for each of your named executive officers was chosen as well as the reasons for choos ing non-GAAP pre-tax profits as the metric
used in your fiscal 2010 ex ecutive bonus plan.

Long-term Incentive Compensation-Stock Options, page 31

3. We note your disclosure of the factors th at the Compensation Committee considers in
determining the size of option gr ants to your named executive officers.  In future filings,
please additionally disclose how the Compen sation Committee decided upon the specific
size of the option grants to your named execu tive officers.  For example, how did the
Compensation Committee determine that Mr. El lison should be given an option grant of
7,000,000 shares while Mr. Epstein received  an option grant of 500,000 shares?
 Item 15. Exhibits and Financia l Statement Schedules, page 80

 4. It appears that one of the exhibits that you ha ve filed with the Form  10-K and listed in the
exhibit index omits certain othe r exhibits or schedules.  Plea se explain to us why Exhibit
10.19 (a $2 billion 364-Day Revolving Credit Ag reement dated as of March 18, 2008),
which is incorporated by re ference to exhibit 10.29 of the Form 8-K filed on March 21,
2008, omits exhibits and schedules that are pa rt of this Exhibit 10.19.  Additionally, it is
unclear to us whether you continue to util ize this credit agreement as there does not
appear to be any disclosure regarding it on page 70 under the subheading “Revolving
Credit Agreements.”  Please refile a complete copy of this exhibit a nd explain to us why
you have not provided disclosure regarding th is credit agreement in the Form 10-K.
Please see Item 601 of Regulation S-K.
Consolidated Financial Statements

 Consolidated Statements of Operations, page 88

 5. We note that you disclose a separate line item for amortization of intangible assets within
operating expenses.  Please tell us how you considered including amortization of
intangible assets expense within the relate d costs of goods sold or  services provided.

 Lawrence J. Ellison Oracle Corporation February 3, 2011 Page 3
 Notes to Consolidated Financial Statements

 Note 1.  Organization and Si gnificant Accounting Policies

 Revenue Recognition, page 91

 6. We note you determine estimated selling price (ESP) by considering several external and
internal factors including pricing practices, margin objectives, competition geographies, internal costs and stage of the product lifecycle.  Please provide us, and expand your
disclosures to provide, a more detailed explanation of how you determine ESP and
include a discussion of any other factors, tr ends, inputs, techniques or assumptions that
are incorporated into your analysis.  For example, pleas e clarify whether you typically
apply a gross profit margin to your estimated  costs in order to determine ESP and how
gross profit margins and costs are determ ined.  Please refer to ASC 605-25-50-2.

7. We note your disclosures on page 9 regardi ng Lifetime Support policy.  Please describe
for us the terms of these programs, the differe nt levels of support, how these are priced
and packaged with your products, and your  related revenue re cognition policies.

8. As a related matter, we note on your web-s ite that Oracle has waived Extended Support
fees for a number of major Oracle product lines for 2010 and 2011.  Please describe for
us the impact of waiving these fees  on your related revenue recognition.

Note 9.  Restructuring Activities, page 112

 9. We note that you present a summary of the re structuring costs for your different business
segments.  Please tell us how you considered  providing this disclosure by each major
type of cost associated with the act ivity.  Please refer to ASC 420-10-50-1.

Note 18. Legal Proceedings, page 131

 10. We note your disclosure on page 134 that “[you]  do not believe that the outcome of any
of these claims or any of the above men tioned legal matters will have a materially
adverse effect on our consolidat ed financial position, results of operations or cash flows.”
Note that if there is a r easonable possibility that a loss exceeding amounts already
recognized may have been incurred and the amount of that additional loss would be
material, you must either disc lose the estimated additional lo ss, or state that such an
estimate cannot be made.  Please tell us whethe r you believe that it is reasonably possible
that additional losses would be material and, if so, how your disclosures comply with
paragraphs 3 through 5 of AS C 450-20-50 and SAB Topic 5Y.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of

 Lawrence J. Ellison Oracle Corporation February 3, 2011 Page 4
 1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

You may contact Joyce Sween ey, Staff Accountant, at  (202) 551-3449 if you have
questions regarding comments on th e financial statements and related matters.  If you have any
other questions, please contact Philip Rothenberg , Staff Attorney, at (202) 551-3466 or Barbara
C. Jacobs, Assistant Director, at (202) 551- 3730.  If you require furt her assistance, do not
hesitate to contact me at (202) 551-3406.
Sincerely,
   /s/ Patrick Gilmore
Patrick Gilmore Accounting Branch Chief

June 15 , 2010

Lawrence J. Ellison
Chief Executive Officer
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065

 Re: Oracle Corporation
Form 10 -K for the Fiscal Year Ended May 31, 2009
Filed June 29, 2009
  File No. 0 -51788
  Response Letter Dated June 4, 2010

Dear Mr. Ellison:

We refer you to our comment letter dated March 17, 2010 regarding business contacts
with Cuba, Iran, Sudan, and Syria.  We have completed our review of this su bject matter and
have no further comments at this time.

        Sincerely,

        Cecilia Blye, Chief
        Office of Global Security Risk

cc:  Barbara Jacobs
  Assistant Director
 Division of Corporation Finance

CORRESP
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Correspondence

 500 Oracle Parkway

Redwood Shores

 California 94065

 phone 650.506.7000

oracle.com

June 4, 2010

 VIA
EDGAR

 Ms. Cecilia D. Blye

Chief, Office of Global Security Risk

 Division
of Corporation Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-5546

Re:
Oracle Corporation

Form 10-K for the Fiscal Year Ended May 31, 2009

Filed June 29, 2009

File No. 0-51788

 Dear
Ms. Blye:

 This will respond to the comments and request for information set forth in your letter to
Lawrence J. Ellison, Chief Executive Officer of Oracle Corporation (“Oracle” or the “Company”), dated March 17, 2010 (the “March 17 Letter”), regarding Oracle’s Form 10-K for the fiscal year ended
May 31, 2009. We understand that this is a standard inquiry made of many public companies by the SEC’s Office of Global Security Risk, created to assist in the fight against global terrorism. As requested, Oracle is responding to each
inquiry with information from the date of our last response letter to the staff dated February 20, 2007 (the “Prior Response Letter”), through April 30, 2010 (the “Relevant Period”). We note that we have previously
requested that you permit us to have additional time to respond to your comments and request for information.

 Description
of Contacts or Operations

 You have asked Oracle to describe the nature and extent of our past, current and anticipated
contacts with Cuba, Iran, Sudan and Syria and their materiality to Oracle.

 Summary

In brief, Oracle does not have any business operations in Cuba, Iran, Sudan or Syria. In the Relevant Period, the Company is aware of ten
(10) new software license

 Ms. Cecilia D. Blye

Chief, Office of Global Security Risk

 Division
of Corporation Finance

 United States Securities and Exchange Commission

 page
 2

transactions involving Iranian, Sudanese and Syrian end users conducted by independent foreign entities involving their foreign-produced products commingled with a small percentage (ten percent
or less) (“De Minimis”) of Oracle products. In these ten cases, the transactions were conducted in accordance with U.S. export regulations and Oracle’s own Global Trade Compliance program. With respect to these ten De Minimis export
transactions, Oracle received a small amount of software license updates and product support revenues from these independent foreign entities and not directly from the end users. Oracle also received an immaterial amount of software license updates
and product support revenues during the Relevant Period associated with transactions previously disclosed in the Prior Response Letter. For all of these transactions, Oracle obtained any necessary approvals from the U.S. Commerce Department’s
Bureau of Industry and Security (“BIS”) or the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or no such approvals were required. We believe all such transactions, which totaled
$3,639,607, are immaterial to Oracle and its stockholders.

 Details of Contacts

Oracle (including its subsidiaries) does not maintain any offices, employees, agents or affiliates in Cuba, Iran,
Sudan or Syria, and no such operations are anticipated.1
Oracle does not have any authorized resellers or distributors based in Cuba, Iran, Sudan or Syria, and none are anticipated. Oracle does have authorized distributors and resellers based in other countries of the Europe, Middle East, and Africa
(“EMEA”) region, as well as customers throughout the EMEA region, who may themselves conduct business operations in Iran, Sudan and Syria. Oracle also has authorized distributors and resellers based in other countries of the Latin America
(“LAD”) region, as well as customers throughout the LAD region and globally, who may themselves conduct business operations in Cuba. However, the terms of our standard Oracle PartnerNetwork Agreements and Distribution Agreements governing
reseller and distributor relationships, and our standard License and Services Agreements for end users, provide clear notice that the export control laws of the United States apply to the Oracle software programs licensed and distributed and require
compliance with such laws.

 While the March 17 Letter notes a September 2009 news report regarding the Central Bank of
Syria ordering Oracle software, we have reviewed our records and, to our knowledge, no such sales or orders exist involving this entity during the Relevant

1

 The reference to phone numbers for sales, support and education contacts for Syria on our website at
www.oracle.com/global/me/corporate/contact.html is a reference to phone numbers in Oracle’s Middle East Operations headquarters office in Dubai, United Arab Emirates.

 Ms. Cecilia D. Blye

Chief, Office of Global Security Risk

 Division
of Corporation Finance

 United States Securities and Exchange Commission

 page
 3

Period. The March 17 Letter also mentions a July 2008 news report regarding the Dubai Islamic Bank adopting our software. We have reviewed our records and while this customer did order our
software, to our knowledge it has only implemented the software in Dubai, United Arab Emirates and Pakistan, and we do not know nor have we been put on notice of our software being deployed by this customer in Cuba, Iran, Sudan or Syria.

During the Relevant Period, Oracle, from time to time, may have received sales inquiries regarding its software products or related
services from or for end users in Cuba, Iran, Sudan or Syria. To the extent such inquiries were received by our various Oracle offices in the EMEA or LAD regions, they were subsequently directed to Oracle’s Office of Global Trade Compliance to
ensure proper handling. Oracle’s Office of Global Trade Compliance has implemented an Export Management System designed to identify potential transactions that may be contrary to U.S. and other applicable export laws and regulations and apply
export compliance due diligence to such potential transactions in an effort to ensure these types of activities are conducted in compliance with all applicable export laws and regulations and Oracle’s export compliance policies.

During the Relevant Period, Oracle itself did not conduct or assist with any business with or for any end user in Cuba. During the
Relevant Period, Oracle received notice from independent foreign entities of five re-exports of a product which commingled Oracle software programs constituting ten percent (10%) or less of the independent foreign entity’s foreign-produced
product (a “De Minimis re-export”) to five end users in Iran, four De Minimis re-exports of Oracle software programs to four end users in Sudan, and one De Minimis re-export of Oracle software programs to an end user in Syria, in each case
as permitted under applicable De Minimis or other export license exemptions available under the Export Administration Regulations (“EAR”) administered by BIS and the general licenses of OFAC permitting De Minimis re-exports of U.S. content
to Iran and Sudan (“De Minimis exceptions”). OFAC does not regulate exports to Syria except to blocked persons. As you are aware, foreign software incorporating U.S.-origin software and foreign technology commingled with or drawn
from U.S.-origin technology is permitted for re-export to applicable countries following determination of eligibility and submission of a one-time report for technology commingling, as set forth in section 734.4 and Supplement 2 to part 734
of the EAR. As you are also aware, BIS is charged with determining in the licensing process that transactions under review will not contribute to terrorism or activities hostile to U.S. interests. OFAC follows BIS concepts in its De Minimis
re-export general licenses, which require no application but require compliance with EAR requirements for such re-exports. The ten transactions referred to above were completed through authorized resellers or distributors (i.e., indirectly). The end
users include private and quasi-governmental entities, although we note that Oracle’s

 Ms. Cecilia D. Blye

Chief, Office of Global Security Risk

 Division
of Corporation Finance

 United States Securities and Exchange Commission

 page
 4

products are intended for use for enterprise business applications only, regardless of the nature of the end user. The information regarding the De Minimis exceptions was made available to Oracle
as a courtesy from the independent foreign entities, and Oracle did not facilitate the transactions in any way.

 The software
license contract amounts associated with the five De Minimis transactions for the five end users in Iran were $60,894, and the associated first year support contract amounts were $10,882, for a total of $71,776. These orders and support contract
amounts were not received from the end users in Iran, but from the independent foreign entities under their respective licenses from Oracle. The software license contracts for the four De Minimis transactions for the four end users in Sudan were
$1,061,256, and the associated first year support contracts were $233,304, for a total contract value of $1,294,560. Again, these orders and support contract amounts were not received from the end users in Sudan, but from the independent foreign
entities under their respective licenses from Oracle. The software license contract for the one De Minimis transaction for the single end user in Syria totaled $5,600, and the associated first year support contract was $1,064, for a total contract
value of $6,664. Again, this order and the support contract amount were not received from the end user in Syria, but from the independent foreign entity under its license from Oracle.

Oracle did not have any direct contact with or provide any services directly to end users in Iran during the Relevant Period. During the
Relevant Period, Oracle had limited contacts directly with certain end users in Syria and with one end user in Sudan. All of these end users were referenced in Oracle’s Prior Response Letter. As disclosed in the Prior Response Letter, the sales
to such end users were conducted largely by resellers or distributors of Oracle products or were made by independent foreign entities involving their products commingled with a De Minimis amount of Oracle products. The services Oracle provided
included responding to requests for additional information about our products, providing answers to questions about the proper use of our products, and providing technical assistance with product installations and configurations. For certain of
these end users in Syria, Oracle received payments for these services directly from the end users, as permitted under U.S. law. With respect to the Sudanese end user, certain non-U.S. Oracle subsidiaries provided some assistance, as permitted by
U.S. law, but no support services were provided to the end user by any Oracle entities in the U.S., and Oracle did not receive any payments directly from such end user. We have reviewed our contacts during the Relevant Period with these end
users in Syria and Sudan and have concluded that they were conducted in accordance with U.S. export regulations and U.S. sanctions, and either any necessary approvals from BIS and OFAC were obtained or no such approvals were required. The amounts of
the support contracts associated with (i)

 Ms. Cecilia D. Blye

Chief, Office of Global Security Risk

 Division
of Corporation Finance

 United States Securities and Exchange Commission

 page
 5

the ten DeMinimis transactions identified above after the first year during the Relevant Period and (ii) any transactions referenced in our Prior Response Letter during the Relevant Period
totaled $2,266,607. Substantially all of these support contract amounts were in this second category, i.e. for services associated with transactions that we disclosed in our Prior Response Letter.

Oracle does not anticipate conducting business with or for end users in Cuba. Oracle does not anticipate conducting business with or for
end users in Iran or Sudan but cannot anticipate or control De Minimis re-export transactions by independent foreign entities. If Oracle were to learn of proposed export, re-export or use of Oracle products or services in these countries, our Office
of Global Trade Compliance would process such cases in accordance with U.S. and applicable foreign and multilateral export compliance laws and regulations. The Company anticipates a low volume of software license and related support transactions
with or for entities in Syria, in keeping with Oracle’s standard practice and in compliance with applicable U.S. export and sanctions laws and regulations.

The materiality of the above-described contacts is discussed below.

Materiality

You have asked Oracle to assess the materiality of any contacts with entities in Cuba, Iran, Sudan and Syria and whether those contacts
constitute a material investment risk for our security holders.

 The Company believes that a reasonable investor would be
unlikely to consider Oracle to be doing business in Iran, Sudan or Syria based on the limited re-export of Oracle software products initiated by independent foreign sellers to end users in those countries under De Minimis exceptions in compliance
with EAR and OFAC requirements. If this third-party commingling of De Minimis levels of Oracle software in foreign products were considered to constitute business done by Oracle, it would nonetheless not be considered material to Oracle stockholders
from either a quantitative or qualitative perspective. Oracle also believes that the limited contacts we had with end users in Syria and Sudan would not be considered material to Oracle stockholders from either a quantitative or qualitative
perspective. And as stated earlier, Oracle has not conducted any business transactions in Cuba.

 As to the quantitative
analysis, the amount of the contracts that we have entered into in connection with the described activities is not significant in comparison to the

 Ms. Cecilia D. Blye

Chief, Office of Global Security Risk

 Division
of Corporation Finance

 United States Securities and Exchange Commission

 page
 6

Company’s total revenues. The software license and first year support contract amounts received by Oracle for the Relevant Period from the independent foreign entities who sold their
products to Iran, Sudan and Syria identified in this letter totaled $1,373,000. The amounts of the support contracts associated with these transactions after the first year during the Relevant Period and the amounts of the support contracts for any
transactions referenced in our Prior Response Letter during the Relevant Period totaled $2,266,607. The grand total for all of these contract amounts (the “Referenced Transactions”) was $3,639,607.

As compared to Oracle’s total revenues of almost $73 billion for the combined second half of fiscal 2007 (“H2 2007”),
fiscal 2008, fiscal 2009 and the first three quarters of fiscal 2010 (“Q1-Q3 2010”), the above described transactions represent 0.005 percent of total revenues for that period. For each relevant time period, the combined software license
and support contract amounts from the Referenced Transactions are compared to total revenues for the same period, as follows:

 Fiscal Year

Combined License and Support

Service Contract Values from

Referenced Transactions ($)

 Oracle Total

Revenues ($)

 H2 2007

1,326,792

10,241,940,000

 2008

   504,108

22,430,161,000

 2009

   760,847

23,251,728,000

 Q1-Q3 2010

1,047,8602

17,315,066,000

 The contract values from the Referenced Transactions represent a miniscule fraction of Oracle’s total
revenues such that they are not material from a quantitative perspective.

 The qualitative analysis of the business activity
described with respect to the Referenced Transactions also leads us to conclude that it is not material and would not be deemed such

March 17, 2010

Via U.S. Mail and Facsimile (650-506-7200)
 Lawrence J. Ellison Chief Executive Officer Oracle Corporation 500 Oracle Parkway
Redwood City, California 94065

 Re: Oracle Corporation
Form 10-K for the Fiscal Year Ended May 31, 2009
Filed June 29, 2009
  File No. 0-51788
Dear Mr. Ellison:

We have limited our review of your f ilings to disclosure relating to your
contacts with countries that have been identified as state sponsors of terrorism, and we
have the following comments.  Our review w ith respect to this issue does not preclude
further review by the Assistant Director  group with respect to other issues.   At this
juncture, we are asking you to provide us with supplemental information, so that we
may better understand your disclosure.  Please be as detailed as necessary in your response.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the tele phone numbers listed at th e end of th is letter.

General

1. You state on page 41-42 and 44-50 that you earned revenues from the Americas
and from the Middle East and Africa,  references generally understood to
encompass Cuba, Iran, Sudan, and Syria.  Further, on your website you provide
contact information pertaining to sales, t echnical support, and education related to
Syria.  In addition, we are aware of a July 2008 news report that Dubai Islamic
Bank, which owns interests in certain Sudanese banks, adopted your software
across all its branches an d networks.  We are also aware of a September 2009
news report that the centr al bank of Syria ordered your software to run its
operations.
As you know, Cuba, Iran, Sudan, and Syria ar e countries that ar e identified by the
State Department  as state sponsors of terrorism, and are subject to U.S. economic
sanctions and export controls.  We not e that your Form 10-K does not include
disclosure regarding contacts with Cuba, Iran, Sudan, and Syria.  Please describe

Lawrence J. Ellison
Oracle Corporation
March 17, 2010 Page 2
to us the nature and extent of your past , current, and antici pated contacts with
Cuba, Iran, Sudan, and Syria, whether through subsidiaries, distributors, resellers,
or other direct or indir ect arrangements, since your response letter to the staff
dated February 20, 2007.  Your resp onse should describe any products,
technology, software, or services that you have provided into Cuba, Iran, Sudan,
and Syria, directly or indirectly, and any agreements, commercial arrangements,
or other contacts you have had with the gove rnments of those countries or entities
controlled by those governments.

2. Please discuss the materiality of any cont acts with Cuba, Iran, Sudan, and Syria,
and whether those contacts constitute a material investment risk for your security holders.  You should address materiality in quantitative term s, including the
approximate dollar amounts of any associat ed revenues, assets, and liabilities for
the last three fiscal years and any subsequent period.  Also, address materiality in terms of qualitative factors that a reasona ble investor would deem important in
making an investment decision, including the potential impact of corporate
activities upon a company’s reputation a nd share value.  As you know, various
state and municipal governments, universi ties, and other inve stors have proposed
or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism.  Your
materiality analysis should address the pot ential impact of the investor sentiment
evidenced by such actions directed toward companies that have contacts with
Cuba, Iran, Sudan, and Syria.

* * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a re sponse.  Please submit your response letter on EDGAR.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

Lawrence J. Ellison
Oracle Corporation March 17, 2010 Page 3
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
  Please understand that we may have addi tional comments after we review your
response to our comments.  Pl ease contact Pradip Bhaumik, Special Counsel, at (202)
551-3333 if you have any questions about the comments or our review.  You may also contact me at (202) 551-3470.          S i n c e r e l y ,             C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Barbara Jacobs   Assistant Director  Division of Corporation Finance

Mail Stop 4561         March 24, 2008  William Corey West Senior Vice President, Corporate Controller, and Chief Accounting Officer Oracle Corp. 500 Oracle Parkway Redwood Cit y, CA 94065

Re: Oracle Corp.
Form 10-K for Fiscal Ye ar Ended May 31, 2007
 Filed June 29, 2007  File No. 000-51788

Dear Mr. West:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific issues raised.

Sincerely,

Mark Kronforst Accounting Branch Chief

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corresp

[ORACLE CORPORATION LETTERHEAD]

March 7, 2008

VIA EDGAR SUBMISSION AND OVERNIGHT MAIL

Mr. Mark Kronforst

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington D.C. 20549

    Re:

    Oracle Corporation

    Form 10-K for Fiscal Year Ended May 31, 2007

    Filed June 29, 2007

    File No. 000-51788

Dear Mr. Kronforst:

On behalf of Oracle Corporation (“Oracle” or the “Company”), we have set forth below Oracle’s
responses to the comments contained in the comment letter, dated February 27, 2008, from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to Oracle’s
Form 10-K for the Year Ended May 31, 2007 as filed with the Commission on June 29, 2007.

For ease of reference, the headings and numbers of the responses set forth below correspond to the
headings and numbers in the Staff’s comments, and we have set forth below, in italics, the text of
the Staff’s comment prior to each response in the same order as presented in the Staff’s letter.

Item 8. Financial Statements and Supplementary Data

1. Organization and Significant Accounting Policies

Revenue Recognition, page 71

    1.

    We note that you recognize no more than 90% of the milestone or total contract amount until
project acceptance is obtained for fixed-price service arrangements where you can measure
progress towards completion. Please explain to us the nature of the customer acceptance
provisions that are included in these arrangements and explain your basis for this 90% policy.
Refer to any accounting guidance as appropriate.

    Response: Oracle advises the Staff that the acceptance provisions included in Oracle’s
fixed-price service arrangements are generally standard, short-term in nature (typically ten
days, and if written notice of deficiencies is not provided within ten days, acceptance is
deemed to have occurred), and provide Oracle with the right to cure any deficiencies
identified by the customer. Additionally, amounts paid are not subject to refund under the
contract terms. Furthermore, Oracle’s payment history in arrangements with the acceptance
provisions demonstrates that non-payment under such provisions has been inconsequential.
Accordingly, given the short-term nature of the underlying acceptance provision and Oracle’s
history of successfully completing fixed-price arrangements, Oracle has concluded that the
likelihood of non-acceptance is remote and thus does not preclude revenue recognition under
Staff Accounting Bulletin No. 104.

    Mr. Mark Kronforst

    March 7, 2008

    United States Securities and Exchange Commission

As disclosed in its Form 10-K, Oracle recognizes revenues for consulting services under
fixed-price service arrangements accounted for separately pursuant to paragraph 65 of SOP
97-2 as such services are performed. Oracle utilizes hours incurred to date as a proportion
of the estimated total hours required to complete the arrangements, provided all other
revenue recognition criteria have been met. Oracle follows this methodology as it has a
history of reliably demonstrating an ability to meet customer-specified objectives within its
fixed-price service arrangements that does not vary based upon its customers’ specific
circumstances. While Oracle has demonstrated the ability to make reasonable estimates of
effort to complete these fixed-price arrangements, as is also disclosed in its Form 10-K,
these estimates are inherently uncertain. Therefore, although not contractually required, in
order to ensure Oracle does not recognize revenues in excess of the proportional performance
completed on the underlying fixed-price arrangements, the Company’s revenue recognition
policy requires evidence of completion (typically in the form of customer acceptances) to
recognize the final 10% of the related projects’ or milestones’ revenues. This policy has
been consistently applied.

Oracle supplementally advises the Staff that the amount of consulting revenues deferred as of
May 31, 2007 and 2006 pursuant to this policy was immaterial.

2. Acquisitions

Fiscal 2007 Acquisitions, page 78

    2.

    We note your reference to the valuation that was used to value the intangible assets and
deferred revenue acquired in business combinations. Please note that when you refer to an
independent valuation specialist you should disclose the specialist’s name and, if your annual
report is incorporated by reference into a Securities Act registration statement, include the
appropriate consent. Refer to Rule 436(b) of Regulation C and file the consent, if necessary.

    Response: Oracle advises the Staff that it intends to file a Form 8-K under Item 8.01 naming
the independent valuation specialist referred to in Oracle’s fiscal 2007 Annual Report on
Form 10-K and containing the specialist’s consent as an exhibit. In future Form 10-K and
Form 10-Q filings, Oracle does not plan to refer to an independent valuation specialist.

Item 15. Exhibits and Financial Statement Schedules

    3.

    You do not appear to have filed as exhibits to your annual report any contracts relating to
the transactions with related persons disclosed in Note 20 to your financial statements and on
page 42 of your proxy statement. Please tell us why you have not filed any related party
agreements. See Item 601(b)(10)(ii)(A) of Regulation S-K.

    Response: Regulation S-K Item 601(b)(10)(ii) requires a registrant to file certain contracts
made in the ordinary course of business, except where immaterial in amount or significance.
Oracle assessed its contracts relating to transactions with its related parties and
determined they were immaterial in both amount and significance, as described in more detail
below. Accordingly, these contracts were not filed pursuant to Item 601(b)(10)(ii)(A) of
Regulation S-K or any other category under Item 601(b)(10)(ii).

    As disclosed in Oracle’s proxy statement pursuant to Item 404 of Regulation S-K, as well as
in Oracle’s Form 10-K, Oracle’s total revenues from related parties for fiscal 2007, fiscal
2006 and fiscal 2005 totaled $3.7 million (ten customers), $4.8 million (thirteen customers)
and $4.7 million (twelve customers), respectively, representing 0.02%, 0.03% and 0.04% of
total revenues, respectively. Purchases from related parties for fiscal 2007, fiscal 2006 and
fiscal 2005 totaled $1.8 million (four suppliers), $1.0 million (two suppliers) and $0.8
million (two suppliers), representing 0.01% of total operating expenses in each period.

2

    Mr. Mark Kronforst

    March 7, 2008

    United States Securities and Exchange Commission

In addition, Oracle notes that Regulation S-K 601(b)(10)(ii)(A) applies only to contracts
with certain specified persons. The substantial majority of the contracts relating to the
transactions described above are not with those parties specified in Regulation S-K
601(b)(10)(ii)(A).

As requested in the Staff’s comment letter, Oracle acknowledges that:

    •

    Oracle is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

    •

    Oracle may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Should you have any questions or comments concerning this response to your comment letter, please
contact me directly at (650) 506-5611, or Sarah Solum at Davis Polk & Wardwell, our outside legal
counsel, at (650) 752-2011.

    Sincerely,

    /s/ William Corey West

    William Corey West

    Senior Vice President, Corporate Controller and

Chief Accounting Officer

    cc:

    Christine Davis

    David Orlic

    Mark Shannon

    Katherine Wray

    (Securities and Exchange Commission)

    Dorian Daley

    (Oracle Corporation)

    Sarah Solum

    (Davis Polk & Wardwell)

3

Mail Stop 4561         February 27, 2008  Lawrence J. Ellison Chief Executive Officer Oracle Corp. 500 Oracle Parkway Redwood Cit y, CA 94065

Re: Oracle Corp.
Form 10-K for Fiscal Ye ar Ended May 31, 2007
 Filed June 29, 2007  File No. 000-51788

Dear Mr. Ellison:

We have reviewed the above referenced filing and have the following comments.
If indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so
we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for Fiscal Year Ended May 31, 2007

Item 8.  Financial Statements and Supplementary Data

1.  Organization and Significant Accounting Policies

Revenue Recognition, page 71
1. We note that you recognize no more than 90% of the milestone or total contract
amount until project acceptance is obtaine d for fixed-price service arrangements
where you can measure progress towards co mpletion.  Please explain to us the

Lawrence J. Ellison
Oracle Corp.
February 27, 2008 Page 2
nature of the customer acceptance prov isions that are included in these
arrangements and explain your basis for this 90% policy.  Refer to any accounting
guidance as appropriate.
 2.  Acquisitions

 Fiscal 2007 Acquisitions, page 78

2. We note your reference to the valuation that was used to value the intangible
assets and deferred revenue acquired in business combinations.  Please note that
when you refer to an independent valua tion specialist you shou ld disclose the
specialist’s name and, if your annual report is incorporated by reference into a
Securities Act registration statement, incl ude the appropriate consent.  Refer to
Rule 436(b) of Regulation C and f ile the consent, if necessary.
 Item 15.  Exhibits and Financial Statement Schedules

3. You do not appear to have filed as exhi bits to your annual report any contracts
relating to the transactions with relate d persons disclosed in Note 20 to your
financial statements and on page 42 of your proxy statement.  Please tell us why you have not filed any related party agr eements. See Item 601(b)(10)(ii)(A) of
Regulation S-K.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Lawrence J. Ellison
Oracle Corp. February 27, 2008 Page 3
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Mark Shannon, Sta ff Accountant, at (202) 551-3299 or
Christine Davis, Senior Staff Accountant,  at (202) 551-3408 if you have any questions
regarding comments on the fina ncial statements and relate d matters.  Please address
questions regarding all other comments to Ka therine Wray, Staff Attorney, at (202) 551-
3483 or David Orlic, Special Counsel, at (202)  551-3503.  If you need further assistance,
you may contact me at (202) 551-3451.

      S i n c e r e l y ,
                Mark Kronforst
Accounting Branch Chief

CORRESP
1
filename1.htm

Response Letter

 February 20, 2007

 VIA EDGAR & FACSIMILE (202-772-9208)

 Ms. Cecilia D. Blye

 Chief, Office of Global Security Risk

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-5546

Re:

Oracle Corporation

Form 10-K for the Fiscal Year Ended May 31, 2006

Filed July 21, 2006

File No. 0-51788

 Dear Ms. Blye:

 This will respond to the comments and request for information set forth in your letter to Lawrence J. Ellison, Chief Executive Officer of Oracle Corporation (“Oracle” or the “Company”), dated
December 29, 2006, regarding Oracle’s Form 10-K for the fiscal year ended May 31, 2006. We understand that this is a standard inquiry now being made of many public companies by the SEC’s Office of Global Security Risk, created to
assist in the fight against global terrorism. As requested during your telephone conference with our attorneys on January 16, 2007, Oracle responds to each inquiry with information for the past three fiscal years 2004, 2005, 2006 through the
current date in fiscal year 2007 (the “Relevant Period”).

 Description of Contacts or Operations

 You have asked Oracle to describe any “contacts with or operations in” Sudan, Syria and Iran and their materiality to the Company.

In brief, the Company does not have any business operations in Sudan, Syria or Iran and it has not conducted any business transactions with entities
in Sudan or Iran. The Company has received an immaterial amount of revenue during the Relevant Period from an insignificant number of U.S. Commerce Department Bureau of Industry and Security (“BIS”) approved transactions with entities in
Syria, conducted largely by resellers or distributors of Oracle products, and the Company is aware of two BIS approved

 Ms. Cecilia D. Blye

 Chief, Office of Global Security Risk

 Division of Corporation Finance

 United States Securities and Exchange Commission

 page 2

transactions made by independent foreign entities involving their products and including a small percentage (ten percent or less) of Oracle products. These
few transactions are not only approved by the U.S. Government, but are subject to Oracle’s own extensive and rigorously enforced export control and compliance program. Such transactions are immaterial to the Company and its shareholders in all
respects.

 Oracle (including its subsidiaries) does not maintain any offices, employees, agents or affiliates in Sudan, Syria or Iran, and
no such operations are anticipated. The reference to phone numbers for sales, support and education contacts for Syria on Oracle’s website at www.oracle.com/global/me/corporate/contact.html is a reference to phone numbers in
Oracle’s Middle East Operations headquarters office in Dubai, United Arab Emirates. Oracle does not have any authorized resellers or distributors based in Syria, Sudan or Iran, and none are currently anticipated. Oracle does have authorized
distributors and resellers based in other countries of the Europe, Middle East, and Africa (“EMEA”) region, as well as customers throughout the EMEA region, who may themselves conduct business operations in Syria, Sudan and Iran. However,
the terms of Oracle’s standard Oracle PartnerNetwork Agreements and Distribution Agreements governing reseller and distributor relationships, and Oracle’s standard License and Services Agreements for end users, provide clear notice that
the export control laws of the United States apply to the Oracle software programs licensed and distributed and require compliance with such laws.

 During the Relevant Period, Oracle, from time to time, received sales inquiries regarding its software products or related services from or for end users in Syria, Sudan or Iran. Inquiries were made to the Oracle Dubai office, or other
Oracle offices in the EMEA region, and subsequently directed to Oracle’s Office of Global Trade Compliance to ensure proper handling.

 During the Relevant Period, Oracle was directly or indirectly involved in sixteen software license and related first year support service transactions with or for nine end users in Syria. All transactions were made pursuant to the laws
administered and export licenses granted by the BIS (“Export Licenses”). In addition to Oracle’s own due diligence, this federal agency is charged, inter alia, with determining in the licensing process that transactions under review
will not contribute to terrorism or activities hostile to U.S. interests. All but two of the transactions were done through authorized resellers or distributors (i.e., indirect). The end users include private and governmental or quasi-governmental
entities, although we note that Oracle’s products are intended for use for enterprise business applications only, regardless of the nature of the end user. The revenue for the transactions includes $1,583,973.10 in license revenue and
$322,540.64 in first year support service revenue for a total of $1,906,513.74.

 Ms. Cecilia D. Blye

 Chief, Office of Global Security Risk

 Division of Corporation Finance

 United States Securities and Exchange Commission

 page 3

 During the Relevant Period, Oracle itself did not conduct or assist with any business with or for any
end user in Sudan or Iran. However, during the Relevant Period Oracle received notice from independent foreign entities of one export of a product incorporating Oracle software programs constituting less than ten percent (10%) by value of the
independent foreign entity’s end product (a “De Minimis re-export”) to an end user in Sudan and one De Minimis re-export of Oracle software programs to an end user in Iran, as permitted under applicable De Minimis or other export
license exemptions available under the Export Administration Regulations (“EAR”) administered by BIS and the general licenses of the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) permitting De
Minimis re-exports of U.S. content to Iran (see 31 C.F.R Section 560.511) and Sudan (see 31 C.F.R. Section 538.507) (“De Minimis Export Licenses”). As you are aware, a De Minimis Export License for export of goods to an embargoed
country or restricted entity may be obtained from the BIS by an entity producing a foreign good, where the foreign good incorporates eligible U.S. components at up to ten percent (10%) of the overall good being exported into an embargoed
country. (See EAR Section 734.4.) OFAC follows BIS concepts in its De Minimis re-export general licenses, which require no application but require compliance with EAR requirements for such re-exports. Both end users were commercial entities.
The information regarding the De Minimis Export Licenses was made available to Oracle as a courtesy from the independent foreign entities, and Oracle did not facilitate the transactions in any way. The software license revenue associated with the De
Minimis transaction for the single end user in Sudan was $1,120,179.75, and the associated first year support revenue was $246,392.02, for total revenue of $1,366,571.77. This revenue was received not from the end user in Sudan, but from the
independent foreign entity under its license from Oracle. The software license revenue for the De Minimis transaction for the single end user in Iran was $8,070.75, and there was no associated support service revenue. Again, the license revenue came
from the independent foreign entity, not its Iranian end user.

 Oracle does not currently anticipate conducting business with or for end
users in Iran or Sudan but cannot anticipate or control De Minimis Export License transactions by independent foreign sources. The Company currently anticipates a low volume of software license and related support service transactions with or for
entities in Syria, all pursuant to U.S. Government Export Licenses, in keeping with standard practice, for the foreseeable future.

 Ms. Cecilia D. Blye

 Chief, Office of Global Security Risk

 Division of Corporation Finance

 United States Securities and Exchange Commission

 page 4

 The materiality of the above-described contacts is discussed below.

 Materiality

 You have asked Oracle to
assess the materiality of any business activities with entities in Sudan, Syria or Iran.

 The Company does not believe that a reasonable
investor would consider Oracle’s limited and lawful business activities in Syria to be material from either a quantitative or qualitative perspective. Similarly, a reasonable investor would be unlikely to consider Oracle to be doing business in
Iran or Sudan based on the limited re-export of Oracle software products initiated by independent foreign sources to end users in those countries under U.S. Government issued De Minimis Export Licenses. If this third-party incorporation of De
Minimis levels of Oracle software in foreign products were considered to constitute business done by Oracle, it would nonetheless not be considered material to Oracle shareholders from either a quantitative or qualitative perspective.

 As to the quantitative analysis, the revenue generated by the described activities is not
significant in comparison with the Company’s global revenue. The total software license and first year support service revenues from (i) transactions with or for Syrian end users and (ii) the independent foreign entities who sold
their products to Iran and Sudan for the Relevant Period (the “Referenced Transactions”) are $2,712,223.60 and $568,932.66, respectively, for a total of $3,281,156.26. As compared to Oracle’s total global revenue of almost $44.1
billion for combined fiscal years 2004, 2005 and 2006 and the first half of 2007 (“H12007”), the above described transactions represent .007 per cent of total revenue for that period.1 For each relevant fiscal year, the combined software license and first year support service revenue from the Referenced Transactions is compared with total
global revenue for the same period (except FY07, which has not reported YTD revenues), as follows:

 1

 Oracle does not have revenue figures to report for its third quarter of FY07, due to close on
February 28, 2007.

 Ms. Cecilia D. Blye

 Chief, Office of Global Security Risk

 Division of Corporation Finance

 United States Securities and Exchange Commission

 page 5

 Fiscal Year

 Combined License and First Year

 Support Service Revenue from

 Referenced Transactions ($)

Total Global Revenue ($)

 2004

672,523

10,155,771,348

 2005

703,468

11,799,116,892

 2006

1,836,139

14,379,509,166

 H12007

69,026

7,753,950,848

 The revenue from the Referenced Transactions represents a miniscule fraction of total global
revenue such that it is not material from a quantitative perspective.

 The qualitative analysis of the business activity described with
respect to the Referenced Transactions also leads us to conclude that it is not material and would not be deemed such by a reasonable investor. First, Oracle complies with all applicable U.S. export laws and regulations. Every transaction conducted
with or for an end user in Syria is subject to an appropriate Export License, and the two De Minimis re-export transactions conducted by independent foreign entities in Iran and Sudan were subject to De Minimis Export Licenses. In issuing such
licenses, the relevant U.S. authorities were responsible for making a determination that the exports do not present a high risk of use of this U.S. software for terrorist purposes. Second, as described below, Oracle maintains a stringent export
control program, and works closely with the BIS and other government entities to ensure that Oracle and its resellers, distributors and customers comply with U.S. and other applicable export control laws. Third, as a matter of standard global
business practices, Oracle requires its resellers, distributors and customers to execute an agreement acknowledging that Oracle’s software programs are subject to U.S. and other applicable export control laws and requiring adherence to those
laws in their re-exports. Fourth, although the Company does not detail the limited and immaterial business activity in Syria in its periodic public filings, it discloses contact information for customers or potential customers in Syria on its public
website. Therefore, its lawful business activity with and for a small number of end users in Syria is a matter of public knowledge. To our knowledge, this publicly available information has not resulted in any negative impact to the Company’s
reputation or share value. Fifth, the two De Minimis re-export transactions with entities in Iran and Sudan were conducted by independent foreign entities, and Oracle did not facilitate these transactions or receive any payments from the end users
in Iran or Sudan. Sixth, Oracle is not aware of any shareholder inquiries

 Ms. Cecilia D. Blye

 Chief, Office of Global Security Risk

 Division of Corporation Finance

 United States Securities and Exchange Commission

 page 6

regarding business activity in Syria, Iran or Sudan, including inquiries from the various state pension funds, or state or university investors or the
potential investors referenced in your December 29, 2006 letter. Further, such activity has not been the subject of any shareholder initiative concerning contacts with countries identified as state sponsors of terrorism. Seventh, the Company
believes that other U.S. and foreign-based software companies, with product functionality and classifications similar to Oracle’s, conduct business in Syria, Iran and Sudan. Accordingly, Oracle does not believe that investors will or should
consider Oracle’s limited and lawful activity as detailed herein unusual. Finally, to our knowledge, neither the governments of Syria, Iran or Sudan, nor entities controlled by any of them, have received cash or acted as an intermediary in
connection with the Referenced Transactions.

 Oracle’s Export Control Program

 You have asked Oracle to describe the impact of any internal regulatory compliance program or internal risk assessment on the referenced business
activities.

 Oracle complies fully with all U.S. and other applicable export control and sanctions laws and regulations, and works with the
BIS to properly classify Oracle products with encryption (pursuant to rules governing exports and re-exports of encryption items found in the EAR 15 C.F.R. Parts 730-774, Sections 740.13, 740.17, and 742.15). Those commodities requiring review by
the BIS have received an Export Control Classification Number of 5D002 ENC “Retail/Unrestricted.” This classification permits Oracle greater control over our resellers, distributors and customers, which is further buttressed by the
standard export restrictions included in all contracts. No Oracle products are defined as “defense articles” or “defense services” under the International Traffic in Arms Regulations (“ITAR”).

 The Company’s export compliance program is manifested in its Export Management System (“EMS”), administered by the Global Trade Compliance
office within Oracle’s Global Information Security (“GIS”) group. GIS and Oracle’s EMS positively impact Oracle’s and its resellers’, distributors’ and customers’ adherence to the U.S. and other applicable
export control and sanctions laws by guarding against both intentional and inadvertent export violations. There are several components to the program, including published policies and processes; employee and partner training and periodic audits; an
automated embargoed country and restricted party screening process tied to Oracle’s order management systems; “pre-ship” audits and “post-shipment” verifications, including manual review of the transactions; and outreach to
the Office of Export Enforcement in cases of suspected violations by third parties.

 Ms. Cecilia D. Blye

 Chief, Office of Global Security Risk

 Division of Corporation Finance

 United States Securities and Exchange Commission

Room 4561

 March 31, 2006

Mr. Daniel Cooperman
Senior Vice President, General Counsel and Secretary
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065

Re: Oracle Corporation
 Registration Statement on Form S-4 filed March 7, 2006
 File No. 333-132250

Dear Mr. Cooperman:

This is to advise you that we have limited our review of the above registration statement
to the matters addressed in the comments below.  Where indicated, we think you should revise
your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.   Feel free to call us at the telephone numbers listed at the end of this letter.

Registration Statement on Form S-4

Cautionary Statement Concerning Forward-Looking Statements, page ii

1. The safe harbor for forward-looking statem ents provided in the Private Securities
Litigation Reform Act of 1995 does not apply to statements made in connection with a tender offer.  See Section 27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the Exchange Act.  Therefore, please delete the reference to the safe harbor or state explicitly that the safe harbor protections it provides do not apply to statements made in connection with the offer.

Mr. Daniel Cooperman
Oracle Corporation
March 31, 2006 Page 2
The Exchange Offer, page 36

2. We note your reservation of the right to amend the terms of the offer on page 37.  Please revise to indicate that, in the event of a material change in the offer, including the waiver of a material condition, you will extend the offer period if necessary so that at least five business days remain in the offer following notice of the material change.

3. We note your disclosure on page 37 regarding the manner in which notice to extend the exchange offer will be provided.  Please confirm that such notice will disclose the number of securities tendered as of the date of the notice pursuant to the requirements of Rule 14e-1(d) under the Exchange Act.

4. Please revise your disclosure at the bottom of page 38 to clarify that you will issue the new notes promptly after expiration rather than after acceptance.  Please see Rule 14e-1(c) under the Exchange Act.

5. We note your disclosure on page 39 indicating that you will return any old notes not accepted for exchange “as promptly as practicable” after expiration or termination of the exchange offer.  Rule 14e-1(c) under the Exchange Act requires that you exchange the notes or return the old notes “promptly” upon expiration or termination of the offer, as applicable.  Please revise here and throughout the document, as necessary.  We note similar disclosure on page 37.

Part II

Item 21. Exhibits

Exhibit 5

6. The last paragraph of counsel’s opinion states that the opinion may not be relied upon by or furnished to any other person other than you.  Counsel’s opinion speaks to the validity of securities you are registering in this registration statement and are offering for exchange to certain investors.  Accordi ngly, Item 601(b)(5) of Regulation S-K requires
that an opinion of counsel as to such securities be filed with your registration statement; it is inappropriate that investors may not rely on such opinion regarding the validity of such securities.  Please revise.

Exhibit 99.1

7. Please delete the language in the letter of transmittal requiring the note holder to acknowledge or certify that he/she has “read” all of the terms of the exchange offer.

*              *              *              *

Mr. Daniel Cooperman
Oracle Corporation
March 31, 2006 Page 3

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities Act and Exchange Act and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

ƒ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
ƒ the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
ƒ the company may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of your
registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act and the Exchange Act as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.

Mr. Daniel Cooperman
Oracle Corporation
March 31, 2006 Page 4
We direct your attention to Rule 461 regarding requesting acceleration of a registration
statement.  Please allow adequate time after th e filing of any amendment for further review
before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

You may contact Daniel Lee at (202) 551-3477 with any questions.  If you need further
assistance, you may contact me at (202) 551-3730.

 Sincerely,

 Barbara C. Jacobs
 Assistant Director

cc: Via Facsimile
 Bruce Dallas, Esq.
 Davis Polk & Wardell
 1600 El Camino Real
Menlo Park, California 94025
 Telephone: (650) 752-2000
 Facsimile: (650) 752-2111

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Room 4561

	December 23, 2005

Mr. Daniel Cooperman
Secretary
Ozark Holding Inc.
500 Oracle Parkway
Redwood City, California 94065

Re:	Ozark Holding Inc.
	Amendment No. 2 to Registration Statement on Form S-4 filed
December 14, 2005
	File 333-129139

	Oracle Corporation
	Form 10-K for the Year Ended May 31, 2005
	Form 10-Q for the Quarter Ended August 31, 2005
	File 0-14376

	Siebel Systems, Inc.
	Form 10-K for the Year Ended December 31, 2004
	Forms 10-Q for the Quarters Ended March 31, June 30 and
September 30, 2005
	File 0-20725

Dear Mr. Cooperman:

      We have reviewed your amended filing and have the following
comments.

Registration Statement on Form S-4

Summary

Election to Receive Shares of New Oracle Common Stock, page 7

1. In the third full paragraph on page 8 you provide a textual
description of how the shares being issued to the Siebel Systems`
stockholders will be prorated if the stock consideration election
is
over-subscribed.  Please expand to provide numerical examples of
the
cash and stock that the Siebel Systems` stockholders can expect to
receive as the percentage of stockholders making the stock
election
varies over the potential range of outcomes.  For example, if 65%
and
100% of the Siebel holders make the stock election, state the
impact
on the stock and cash to be received in numerical terms, under the
assumptions concerning the relative stock prices that you have
made.

Cautionary Statement Regarding Forward-looking Statements, page 27

2. Please clarify your disclosure in this section to indicate that
Ozark Holdings is making statements in the document.  Although we
recognize that the filing is a proxy statement of Siebel and the
statements are also made by it, it does not appear that Oracle is
making statements, but that the statements are those of Ozark
Holdings.  We have considered your views that your distribution of
securities does not constitute an initial public offering for the
purpose of the statutory safe harbor.  As the document is a proxy
statement of Siebel Systems we do not object to language that
asserts
the applicability of the statutory safe harbor to statements made
by
Siebel; however, we are not able to concur with your conclusion
that
the proposed transaction should not be viewed as an "initial
public
offering" by Ozark for this purpose.  Ozark has not previously
distributed securities to the public and distribution of
securities
contemplated by this registration statement constitutes your
initial
public offering.  Please revise.

The Proposed Transaction

Background of the Transaction, page 28

3. Your revised disclosure in response to comment 8 in our letter
dated December 9, 2005 appears to address the considerations made
by
Oracle`s board of directors in proceeding with the transaction on
its
specific terms.  You disclose generally that the competitive and
market environment as well as information on the respective
businesses was considered by Oracle`s board of directors.  Please
discuss briefly the specific underlying business conditions and
strategies that are motivating Oracle to acquire Siebel Systems.

Opinion of Siebel Systems` Financial Advisor, page 35

4. The disclosure on page 37 does not appear to address fully the
concern raised by prior comment 12 of our letter dated December 9,
2005.  The disclosure appears to summarize the methodology used to
derive the various implied values.  As noted at the beginning of
your
analysis, the implied multiples are a function of using the merger
consideration and estimated financial data as inputs in the
described
methodology.  Our concern, however, relates to providing context
to
the implied multiples that were derived from the described
methodology.  The significance of the implied enterprise
value/revenue for CY2005 of 2.7x and 2.8x is unclear and appears
independently of other multiples or context of industry
expectations.
Please elaborate on the valuation method and the meaning of the
analyses, and explain what this valuation methodology should tell
investors about the purchase price for Siebel Systems.

5. We note your response and revised disclosure to comment 13 in
our
letter dated December 9, 2005.  Please further clarify your
disclosure to indicate that Siebel Systems` board of directors did
not separately assess the lower premiums of this transaction when
compared to the mean and median of selected transactions and
explain
why they did not believe this was necessary.

Interests of Certain Persons in the Siebel Systems Merger

Pending Derivative Litigation, page 46

6. We note the final two sentences of the fourth paragraph.
Please
tell us the basis for your conclusion that rights of stockholders
who
have instituted a derivative action will be terminated because
their
share ownership is ended as a consequence of a business
combination.
Are there judicial determinations in this respect?

The Merger Agreement

General, page 78

7. We refer you to the first paragraph in which you state that
"[t]he
following summary describes the material provisions of the merger
agreement and is qualified in its entirety by reference to the
[merger agreement]."  As noted in comment 11 in our letter dated
December 9, 2005, your disclosure should be materially complete
and
any qualification of such disclosure is inappropriate.  Please
revise.

Description of Oracle Capital Stock

Oracle Preferred Stock, page 99

8. We note your response and revised disclosure to comment nos. 17
and 18 in our letter dated December 9, 2005.  In light of your
removal of the information regarding the Series B and C preferred
stock, please advise us of the applicability of Item 202(a)(4) of
Regulation S-K to any disclosure of the Series B and C preferred
stock.

Where You Can Find More Information, page 102

9. We have considered your response to comment 19 of our letter
dated
December 9, 2005, and are continuing to evaluate your response.
Please note that we may have further comments.

Item 22. Undertakings.

10. The undertaking set forth in Item 512(a) of Regulation S-K has
recently been revised.  Please update.

Form 8-K filed December 15, 2005

11. We note the non-GAAP information included in the press release
furnished by Oracle in the Form 8-K filed December 15, 2005.
Oracle`s non-GAAP presentation does not appear consistent with our
guidance and requirements on such presentation.  Following are
such
inconsistencies in greater detail:

* Disclosure accompanying the presentation currently indicates
that
there are two non-GAAP measures-non-GAAP net income and non-GAAP
diluted earnings per share.  However, the presentation includes
numerous non-GAAP measures including, but not limited to, non-GAAP
revenue, various non-GAAP operating expense items and non-GAAP
income
before provision for income taxes.  Note that each line item, sub-
total or total, for which an adjustment has been made represents a
separate non-GAAP measure that must be separately identified and
addressed in the accompanying disclosure.  See Items
10(e)(1)(i)(C),
10(e)(1)(i)(D) and 10(e)(2) of Regulation S-K.

* As each of the non-GAAP measures excludes items that are
considered
recurring in nature Oracle must meet the burden of demonstrating
the
usefulness of each measure and clearly disclose why each non-GAAP
measures is useful when these items are excluded.  See Question 8
of
the June 13, 2003 FAQs.

* We note no substantive disclosure that addresses the disclosures
in
Question 8 of the FAQ.  For example, the disclosure does not
explain
the manner in which management uses each measure and the economic
substance behind that decision, why it is useful to an investor to
segregate business combination accounting and acquisition related
expenses from GAAP results, or how your presentation enables an
investor to compare results to periods prior to acquisitions.
Further, a statement that "investors should be aware that the non-
GAAP measures have inherent limitations" does not explain, in a
meaningful way, the material limitations associated with each
measure
or the manner in which management compensates for such
limitations.

12. In view of the nature, content and format of the presentation,
we
question whether it complies with Item 100(b) of Regulation G.  In
this regard we note the following:

* Presentation of a full non-GAAP Statement of Operations may
create
the unwarranted impression that the presentation is based on a
comprehensive set of accounting rules or principles;

* The presentation includes the revenue stream from an acquired
entity (PeopleSoft) but excludes material costs of acquiring that
revenue stream; and

* The deferred revenue adjustment included in the presentation
appears to be more in the nature of a projection of future results
than an adjustment that might be useful in analyzing or explaining
the historical performance of Oracle.

*              *              *              *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Chris Davis at (202) 551-3408 or Mark
Kronforst
at (202) 551-3451 if you have questions regarding comments on the
financial statements and related matters.  Please contact Daniel
Lee
at (202) 551-3477 with any other questions.  If you need further
assistance, you may contact me at (202) 551-3462 or Barbara C.
Jacobs, Assistant Director, at (202) 551-3730.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	William M. Kelly, Esq.
	William Aaronson, Esq.
	Davis Polk & Wardell
	1600 El Camino Real
Menlo Park, California 94025
	Telephone: (650) 752-2000
	Facsimile: (650) 752-2111

Room 4561

	December 23, 2005

Mr. Daniel Cooperman
Secretary
Ozark Holding Inc.
500 Oracle Parkway
Redwood City, California 94065

Re:	Ozark Holding Inc.
	Amendment No. 2 to Registration Statement on Form S-4 filed
December 14, 2005
	File 333-129139

	Oracle Corporation
	Form 10-K for the Year Ended May 31, 2005
	Form 10-Q for the Quarter Ended August 31, 2005
	File 0-14376

	Siebel Systems, Inc.
	Form 10-K for the Year Ended December 31, 2004
	Forms 10-Q for the Quarters Ended March 31, June 30 and
September 30, 2005
	File 0-20725

Dear Mr. Cooperman:

      Please find following confirmation of our telephone
conversation of December 23, 2005 with respect to comment 9 of our
previous letter.

Registration Statement on Form S-4

Where You Can Find More Information, page 102

13. We have considered your response to comment 19 of our letter
dated December 9, 2005, but are unable to concur with your
conclusions.  Rule 411 under the Securities Act states that in
order
for required information to be incorporated by reference the
applicable form must provide for the incorporation.  Form S-4 does
not appear to provide for incorporation by reference of Oracle`s
information.  In your response, you have indicated that tax and
other
considerations determined the ultimate structure of the
transaction
and essentially assert that incorporation by reference should be
allowed because it would have been available had you used a
different
structure.  We continue to believe that you should prepare your
document in accordance with the transactional structure adopted.
The
physical presentation in the prospectus of information concerning
Oracle appears most appropriate, given the fundamental importance
of
that information to the investment and voting decision the Siebel
holders are asked to make.

*              *              *              *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Chris Davis at (202) 551-3408 or Mark
Kronforst
at (202) 551-3451 if you have questions regarding comments on the
financial statements and related matters.  Please contact Daniel
Lee
at (202) 551-3477 with any other questions.  If you need further
assistance, you may contact me at (202) 551-3462 or Barbara C.
Jacobs, Assistant Director, at (202) 551-3730.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	William M. Kelly, Esq.
	William Aaronson, Esq.
	Davis Polk & Wardell
	1600 El Camino Real
Menlo Park, California 94025
	Telephone: (650) 752-2000
	Facsimile: (650) 752-2111

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