UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-35992
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
ORACLE CORPORATION
401(k) SAVINGS AND INVESTMENT PLAN
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
ORACLE CORPORATION
500 Oracle Parkway
Redwood City, California 94065
Oracle Corporation
401(k) Savings and Investment Plan
Financial Statements and Supplemental Schedule
As of December 31, 2016 and 2015 and for the Year Ended December 31, 2016
Table of Contents
Report of Sensiba San Filippo LLP, Independent Registered Public Accounting Firm
To the participants and Plan Committee of the Oracle Corporation 401(k) Savings and Investment Plan
We have audited the accompanying statements of net assets available for benefits of the Oracle Corporation 401(k) Savings and Investment Plan (the Plan) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2016 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.
|
| /s/ SENSIBA SAN FILIPPO LLP |
|
| San Mateo, California |
| May 12, 2017 |
1
Oracle Corporation
401(k) Savings and Investment Plan
Statements of Net Assets Available for Benefits
As of December 31, 2016 and 2015
(in thousands)
| | | | | | | | |
| | | December 31, | |
| | | 2016 | | | 2015 | |
Assets | | | | | | | | |
Cash | | $ | 7,526 | | | $ | 12,225 | |
Investments, at fair value | | | 12,131,400 | | | | 11,221,130 | |
Investments, at contract value | | | 767,063 | | | | 646,879 | |
Receivables: | | | | | | | | |
Notes receivable from participants | | | 90,469 | | | | 91,362 | |
Participant contributions | | | 13,696 | | | | 13,229 | |
Employer contributions | | | 4,774 | | | | 4,774 | |
Other receivables | | | 3,882 | | | | 4,930 | |
| | | | | | | | |
Total receivables | | | 112,821 | | | | 114,295 | |
| | | | | | | | |
Total assets | | | 13,018,810 | | | | 11,994,529 | |
| | | | | | | | |
Liabilities | | | | | | | | |
Excess deferrals due to participants | | | 202 | | | | 154 | |
Other liabilities | | | 3,145 | | | | 4,232 | |
| | | | | | | | |
Total liabilities | | | 3,347 | | | | 4,386 | |
| | | | | | | | |
Net assets available for benefits | | $ | 13,015,463 | | | $ | 11,990,143 | |
| | | | | | | | |
See notes to financial statements.
2
Oracle Corporation
401(k) Savings and Investment Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2016
(in thousands)
| | | | |
Additions | | | | |
Interest, dividends and other income | | $ | 183,895 | |
Net appreciation in fair values of investments | | | 798,459 | |
| | | | |
Total investment gains, net | | | 982,354 | |
| | | | |
Contributions: | | | | |
Participants | | | 577,969 | |
Employer | | | 153,744 | |
Rollovers | | | 84,682 | |
| | | | |
Total contributions | | | 816,395 | |
| | | | |
Total additions, net | | | 1,798,749 | |
| | | | |
Deductions | | | | |
Benefits paid to participants | | | 772,936 | |
Administrative expenses | | | 493 | |
| | | | |
Total deductions | | | 773,429 | |
| | | | |
Net increase | | | 1,025,320 | |
Net assets available for benefits at beginning of year | | | 11,990,143 | |
| | | | |
Net assets available for benefits at end of year | | $ | 13,015,463 | |
| | | | |
See notes to financial statements.
3
Oracle Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements
December 31, 2016
1. Description of the Plan
The following description of the Oracle Corporation 401(k) Savings and Investment Plan (Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan originally established in 1986 that has since been amended and for which Oracle Corporation (Oracle) is the current sponsor. The Plan was established for the purpose of providing retirement benefits for the U.S. employees of Oracle and its subsidiaries. The Plan is intended to qualify as a profit sharing plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), with a salary reduction feature qualified under Section 401(k) of the Code. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan is administered by the 401(k) Committee, members of which are appointed by the Compensation Committee of Oracle’s Board of Directors or the Executive Vice President, Human Resources. Fidelity Management Trust Company is the directed trustee of the Plan; Fidelity Investments Institutional Operations Company, Inc. (Fidelity) serves as the record keeper to maintain the individual accounts of each of the Plan’s participants.
Eligibility
All employees regularly scheduled to work a minimum of 20 hours per week or 1,000 hours in a Plan year on the domestic payroll of Oracle and its subsidiaries that have adopted the Plan are eligible to participate in the Plan as of the first date, or any succeeding entry date following the date the employee is credited with one hour of service with Oracle. However, the following employees or classes of employees are not eligible to participate: (i) employees whose compensation and conditions of employment are subject to determination by collective bargaining; (ii) employees who are non-resident aliens and who received no earned income (within the meaning of the Code) from Oracle; (iii) workers who are performing services at an Oracle facility as an employee of a third-party entity that is not an employment agency; (iv) employees of employment agencies; and (v) persons who are not classified as employees for tax purposes.
Contributions
Each year, participants may contribute up to 40% of their eligible compensation as defined by the Plan document. Annual participant contribution amounts are limited to $18,000 of salary deferrals for the year ended December 31, 2016 ($24,000 for participants 50 years old and older), as determined by the Internal Revenue Service (IRS). Salary deferrals consist of pre-tax and/or Roth 401(k) contributions. Effective October 1, 2016, participants may also contribute up to 15% of their eligible compensation, subject to certain annual dollar limitations, on a post-tax basis.
Oracle matches 50% of an active participant’s salary deferrals up to a maximum deferral of 6% of compensation for the pay period, with maximum aggregate matching of $5,100 in any calendar year. Oracle has the right, under the Plan, to discontinue or modify its matching contributions at any time. Participants may also contribute amounts representing distributions from other qualified plans. All of Oracle’s matching contributions are made in cash on a pre-tax basis.
4
Oracle Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements—(Continued)
December 31, 2016
Investment Options
Participants direct the investment of their contributions and Oracle’s matching contributions into various investment options offered by the Plan. The Plan currently offers investments in Oracle’s common stock, common/collective trust funds, mutual funds, separately managed account funds (including a stable value fund) and Brokerage Link. Brokerage Link balances consist of the mutual funds offered by the Plan, as well as mutual funds offered by other registered investment companies, common stock or other investment products.
Participant Accounts
Each participant’s account is credited with the participant’s and Oracle’s contributions and allocations of Plan earnings. All amounts in participant accounts are participant directed.
Vesting
All elective contributions made by participants and earnings on those contributions are 100% vested at all times. Participants’ vesting in Oracle’s matching contributions is based on years of service. Participants are 25% vested after one year of service and vest an additional 25% on each successive service anniversary date, becoming 100% vested after four years of service.
Participants forfeit the nonvested portion of their accounts in the Plan upon termination of employment with Oracle. Forfeited balances of terminated participants’ nonvested accounts may be used at Oracle’s discretion, as outlined in the Plan, to reduce its matching contribution obligations. During the year ended December 31, 2016, Oracle used $5,975,000 of forfeited balances to reduce its matching contribution obligations. The amounts of unallocated forfeitures at December 31, 2016 and 2015 were $681,000 and $936,000, respectively.
Notes Receivable from Participants
Participants may borrow from their fund accounts a minimum of $1,000 and up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. Loan terms may not exceed five years unless the loan is used to purchase a participant’s principal residence, in which case repayment terms may not exceed 10 years. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local prevailing lending rates determined by the 401(k) Committee. Principal and interest is paid ratably through payroll deductions, and participants may elect to submit additional payments outside of payroll deductions in order to reduce principal loan balances on an accelerated basis. Loans are generally due in full within 60 days of termination with Oracle unless the participant arranges for loan repayments to continue via monthly debit from a checking or savings account in a bank located in the United States.
Payment of Benefits
Upon termination of service, death, disability, or normal or early retirement, participants may elect to receive a lump-sum amount equal to the vested value of their account or may waive receipt of a lump sum benefit and elect to receive monthly, quarterly or annual installments, or may request a rollover from the Plan to another eligible retirement plan. Failure of a participant to make an election of one of these options within 60 days is deemed to be an election to defer commencement of payment. If the participant’s account is valued at $1,000 or less, the amount is distributed in a lump sum. Distributions of investments in Oracle’s common stock may be taken in the form of common stock. Hardship withdrawals are permitted if certain criteria are met.
5
Oracle Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements—(Continued)
December 31, 2016
Investment Management Fees and Operating Expenses
Investment management fees and operating expenses charged to the Plan for investments in the various funds are deducted from income earned on a daily basis and are reflected as a component of net appreciation in fair values of investments.
Administrative Expenses
Administrative expenses are borne by Oracle, except for fees related to administration of participant loans and certain withdrawal transactions, which are deducted from the applicable participants’ accounts. Oracle, at its discretion, may choose to utilize available revenue sharing (based on a revenue sharing agreement between Oracle and Fidelity) to pay for reasonable expenses related to the administration of the Plan.
Plan Termination
Although it has not expressed any intent to do so, Oracle has the right, under provisions of the Plan, to terminate the Plan, subject to the provisions of ERISA. In the event of the Plan’s termination, participants will become 100% vested in their accounts.
2. Summary of Significant Accounting Policies
Basis of Accounting and Presentation
The accompanying financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
During 2016, the Plan adopted Financial Accounting Standards Board Accounting Standards Update No. 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient (ASU 2015-12) and Accounting Standards Update No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2015-07), both of which required that certain 2015 balances be reclassified and related disclosures revised to conform to the 2016 presentation and neither of which had a material impact to the Plan’s financial statements and notes thereto.
Investments Valuation and Income Recognition
The Plan’s investments are generally stated at their fair values with the exception of the Galliard Stable Value Fund (a separately-managed account fund investment), which is stated at its contract value in the statements of net assets available for benefits at December 31, 2016 and 2015. The shares of registered investment companies (mutual funds) are valued at quoted market prices. The money market funds are valued at cost plus accrued interest, which approximated fair values. Common stock, including Oracle’s common stock, is traded on a national securities exchange and is valued at the last reported sales price on the last day of the Plan year. The valuation techniques used to measure the fair values of the common/collective trust funds with significant balances as of December 31, 2016 are included in Note 4 below.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.
6
Oracle Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements—(Continued)
December 31, 2016
The Oracle Stock Fund (Fund) is tracked on a unitized basis, which allows for daily trades. The Fund consists of Oracle common stock and investment in the Fidelity Investments Money Market Government Portfolio sufficient to meet the Fund’s daily cash needs. The value of a unit reflects the combined market value of Oracle common stock and the cash investments held by the Fund. At December 31, 2016, 2,451,197 units were outstanding with a value of $289.03 per unit. At December 31, 2015, 2,573,027 units were outstanding with a value of $270.57 per unit.
Fair Value Measurements
The Plan performs fair value measurements in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification 820, Fair Value Measurement (ASC 820). Refer to Note 3 for the fair value measurement disclosures associated with the Plan’s investments.
Risks and Uncertainties
The Plan provided for various investment options in common stock, registered investment companies (mutual funds), common/collective trusts, separately-managed account funds (including a stable value fund) and short-term investments. The Plan’s exposure to credit losses in the event of nonperformance of investments is limited to the carrying value of such investments. Investment securities, in general, are exposed to various risks, such as risk of foreign currency fluctuations relative to the U.S. Dollar, interest rate risk, credit risk, and overall market volatility risk. During the year ended December 31, 2016, net appreciation in fair values of investments totaled $798 million. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits, participant account balances and the statement of changes in net assets available for benefits.
3. Fair Value Measurements
The Plan performs fair value measurements in accordance with the guidance provided by ASC 820. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at their fair values, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions, and risk of nonperformance.
ASC 820 establishes a fair value hierarchy that requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or a liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value:
| | • | | Level 1: quoted prices in active markets for identical assets or liabilities; |
| | • | | Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or |
| | • | | Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. |
7
Oracle Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements—(Continued)
December 31, 2016
Investments Measured at Fair Value on a Recurring Basis
Investments measured at fair value on a recurring basis consisted of the following types of instruments (Level 1 and 2 inputs are defined above):
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2016 | | | December 31, 2015 | |
| | | Fair Value Measurements
Using Input Types | | | | | | Fair Value Measurements
Using Input Types | | | | |
(in thousands) | | Level 1 | | | Level 2 | | | Total | | | Level 1 | | | Level 2 | | | Total | |
Money market funds | | $ | 223,396 | | | $ | — | | | $ | 223,396 | | | $ | 172,288 | | | $ | — | | | $ | 172,288 | |
Oracle Corporation and other common stock | | | 1,537,625 | | | | — | | | | 1,537,625 | | | | 1,502,351 | | | | — | | | | 1,502,351 | |
Mutual funds | | | 4,732,217 | | | | — | | | | 4,732,217 | | | | 4,180,038 | | | | — | | | | 4,180,038 | |
Corporate securities and others | | | 7,762 | | | | 7,880 | | | | 15,642 | | | | 4,162 | | | | 8,011 | | | | 12,173 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total investments measured at fair value | | $ | 6,501,000 | | | $ | 7,880 | | | $ | 6,508,880 | | | $ | 5,858,839 | | | $ | 8,011 | | | $ | 5,866,850 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Common/collective trust funds measured at net asset value | | | | | | | | | | | 5,622,520 | | | | | | | | | | | | 5,354,280 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investments, at fair value | | | | | | | | | | $ | 12,131,400 | | | | | | | | | | | $ | 11,221,130 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
The Plan’s valuation techniques used to measure the fair values of money market funds, common stock, mutual funds and corporate securities and others that were classified as Level 1 in the table above were derived from quoted market prices as substantially all of these instruments have active markets. The Plan’s valuation techniques used to measure the fair value of level 2 instruments listed in the table above were derived from the following: non-binding market consensus prices that were corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques, with all significant inputs derived from or corroborated by various observable market data. A description of the valuation techniques used to measure the fair values of common/collective trust funds and separately-managed account fund investments with significant balances as of December 31, 2016 and 2015 are included in Note 4 below. Redemption for common collective trust funds is permitted daily with no restrictions and same-day or one-day notice periods and there are no unfunded commitments.
4. Composition and Valuation of Certain Plan Investments
Fidelity Commingled Funds
The Plan held investments in Fidelity Contrafund Commingled Pool, Fidelity Growth Company Commingled Pool and Fidelity Low-Priced Stock Commingled Pool as of December 31, 2016 and 2015 (collectively, the Fidelity Commingled Funds). The Fidelity Commingled Funds are common/collective trust funds managed by Fidelity Management Trust Company. Fidelity Pricing and Cash Management Services, an affiliate of Fidelity Management Trust Company, determines the fair values of the Fidelity Commingled Funds on a daily basis using the net asset value (NAV) of units held of the commingled funds. The NAV is based on the fair value of the underlying investments held by each commingled fund less its liabilities. The fair value of the underlying investments is generally derived from the quoted prices in active markets of the underlying securities as substantially all of the underlying investments have active markets.
8
Oracle Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements—(Continued)
December 31, 2016
Vanguard Target Retirement Trusts
The Plan held investments in Vanguard Target Retirement Trusts (Vanguard Trusts), which are more specifically listed in Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year) as of December 31, 2016 and 2015. The Vanguard Trusts are common/collective trust funds sponsored and maintained by Vanguard Fiduciary Trust Company. The trustee, Vanguard Fiduciary Trust Company, generally determines the fair values of the Vanguard Trusts’ units each day the New York Stock Exchange is open for trading. The underlying investments of the Vanguard Trusts are valued based on quoted market prices as substantially all of these underlying investments have active markets. The values of the Vanguard Trusts are determined based upon the values of these underlying investments held for benefit of the Vanguard Trusts less any liabilities.
Galliard Stable Value Fund
During the years ended December 31, 2016 and 2015, the Plan held investments in Galliard Stable Value Fund (Galliard Fund). The Galliard Fund is exclusively managed for the Plan by Galliard Capital Management, Inc. The Galliard Fund primarily invests in common/collective trust funds in the Plan’s name for the sole benefit of Plan participants, security-backed investment contracts, separate accounts guaranteed investment contracts and money market funds. Security-backed investment contracts are issued by insurance companies and other financial institutions that wrap underlying bond funds, fixed income common/collective trust funds or separate accounts (“Wrap Contract”).
The issuer of the Wrap Contract guarantees a minimum rate of return and provides full benefit responsiveness, provided that all terms of the Wrap Contract have been met. Wrap Contracts are normally agreements entered with issuers rated in the top three long-term rating categories (equaling A- or above) as determined by any of the nationally recognized rating organizations. The Galliard Fund is credited with contributions from participants and earnings on the underlying investments and charged for participant withdrawals and administrative expenses.
As of December 31, 2016 and 2015, there were no reserves against the Wrap Contracts’ carrying values due to credit risks of the issuers. Certain events limit the ability of the Plan to transact at contract value with the wrap issuer. However, the Plan’s management is not aware of the occurrence or likely occurrence of any such events, which would limit the Plan’s ability to transact at contract value with participants. The issuer may terminate a Wrap Contract at any time.
The following table provides the disaggregation of contract value between types of investment contracts held by the Plan (in thousands):
| | | | | | | | |
| | | December 31, | |
| | | 2016 | | | 2015 | |
Security-backed investment contracts | | $ | 677,789 | | | $ | 566,325 | |
Separate account guaranteed investment contracts | | | 89,274 | | | | 80,554 | |
| | | | | | | | |
Total investment contracts | | $ | 767,063 | | | $ | 646,879 | |
| | | | | | | | |
5. Income Tax Status
On October 20, 2015, the Plan received a determination letter from the IRS stating that the Plan is qualified under Section 401(a) of the Code, and therefore, the related trust is exempt from taxation. This determination
9
Oracle Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements—(Continued)
December 31, 2016
letter superseded the determination letters issued by the IRS on April 3, 2015 and May 29, 2014. The 401(k) Committee believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
6. Party-in-Interest Transactions
Transactions in shares of Oracle common stock qualify as party-in-interest transactions under the provisions of ERISA. During the year ended December 31, 2016, the Plan made purchases of approximately $51,963,000 and sales of approximately $65,611,000 of Oracle common stock. In addition, the Plan made in-kind transfers of Oracle common stock to participants, related to certain qualifying distribution, of approximately $12,426,000 during the year ended December 31, 2016.
Certain members of Oracle Corporation management perform administrative and fiduciary duties for the Plan that qualify them as parties-in-interest and/or related parties of the Plan. Transactions between such members of Oracle Corporation management and the Plan were routine in nature and conducted pursuant to the Plan’s provisions as of and during the year ended December 31, 2016.
As noted in Note 1 above, Fidelity Management Trust Company is a directed trustee of the Plan and Fidelity Investments Institutional Operations Company, Inc. serves as the record keeper to maintain the individual accounts of each Plan participant. Certain Plan investments include shares of mutual funds that are managed by affiliates of Fidelity.
7. Differences between Financial Statements and Form 5500
The following is a reconciliation of the net assets available for benefits per the financial statements to the Plan’s Form 5500 (in thousands):
| | | | | | | | |
| | | December 31, | |
| | | 2016 | | | 2015 | |
Net assets available for benefits per the financial statements | | $ | 13,015,463 | | | $ | 11,990,143 | |
Adjustment from contract value to fair value of certain Galliard Stable Value Fund assets | | | 695 | | | | 2,683 | |
Amounts allocated to withdrawing participants and other | | | (1,285 | ) | | | (880 | ) |
| | | | | | | | |
Net assets available for benefits per the Form 5500 | | $ | 13,014,873 | | | $ | 11,991,946 | |
| | | | | | | | |
The following is a reconciliation of the changes in net assets available for benefits per the financial statements to the Plan’s Form 5500 (in thousands):
| | | | | | | | |
| | | Year Ended December 31, | |
| | | 2016 | | | 2015 | |
Net increase (decrease) in net assets available for benefits per the financial statements | | $ | 1,025,320 | | | $ | (115,213 | ) |
Net change in fair value adjustment of certain Galliard Stable Value Fund assets | | | (2,301 | ) | | | (5,201 | ) |
Net change in amounts allocated to withdrawing participants and other | | | (92 | ) | | | 447 | |
| | | | | | | | |
Net income (loss) per the Form 5500 | | $ | 1,022,927 | | | $ | (119,967 | ) |
| | | | | | | | |
10
Oracle Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements—(Continued)
December 31, 2016
The fair value adjustment for certain Galliard Stable Value Fund assets represented the differences between contract values of certain fully benefit-responsive contracts within the Galliard Fund as included in the statements of changes in net assets available for benefits for the years ended December 31, 2016 and 2015, and the respective fair values of these contracts as reported in the respective Form 5500. Certain investments within the Galliard Fund are presented at contract value in both the statements of changes in net assets available for benefits and the Form 5500, and therefore, do not result in a difference between the Plan’s financial statements and the Form 5500. Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to each respective year-end but were not yet paid.
8. Excess Contributions
Contributions received from participants for the year ended December 31, 2016 included approximately $202,000 of excess contributions (net of corresponding gains and losses) that were remitted during January 2017 through April 2017 to certain participants. The excess deferral contributions, originally deducted in the year ended December 31, 2016, were returned to comply with the participants’ applicable maximum annual contributions permitted under the Code. The amount is included in the Plan’s statement of net assets available for benefits as excess deferrals due to participants at December 31, 2016.
11
Oracle Corporation
401(k) Savings and Investment Plan
EIN 54-2185193, Plan # 001
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2016
| | | | | | | | |
(a) | | (b)
Identity of Issue, Borrower,
Lessor, or Similar Party | | (c)
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par, or Maturity Value | | (e)
Current
Value
(in thousands) | |
| | Registered Investment Companies: | | | | | | |
| | Dodge & Cox International Stock Fund | | 9,908,473 shares | | $ | 377,513 | |
| | Dodge & Cox Stock Fund | | 4,451,583 shares | | | 820,427 | |
* | | Fidelity Balanced Fund—Class K | | 20,070,620 shares | | | 441,955 | |
* | | Fidelity Worldwide Fund | | 8,041,175 shares | | | 175,378 | |
| | Lazard Emerging Markets Equity Fund Class Institutional | | 13,856,105 shares | | | 221,143 | |
| | PIMCO Inflation Response Multi-Asset Fund Institutional | | 1,043,504 shares | | | 8,964 | |
| | Vanguard Extended Market Index Fund Institutional Plus Shares | | 1,847,710 shares | | | 331,590 | |
| | Vanguard Institutional Index Fund Institutional Plus Shares | | 7,488,143 shares | | | 1,526,383 | |
| | Vanguard Total Bond Market Index Fund Institutional Plus Shares | | 34,058,864 shares | | | 362,727 | |
| | Vanguard Total International Stock Index Fund Institutional Plus Shares | | 1,047,872 shares | | | 103,236 | |
| | | | | | | | |
| | | | | | | 4,369,316 | |
| | Assets in Brokerage Link Accounts | | Various investments, including registered investment companies, common stocks, money market funds and cash | | | 653,085 | |
| | | |
| | Oracle Corporation Common Stock Fund: | | | | | | |
* | | Oracle Corporation Common Stock | | 18,323,052 shares | | | 704,521 | |
* | | Fidelity Investments Money Market Government Portfolio | | 3,909,560 shares | | | 3,910 | |
| | | |
| | Separately-managed Account Fund Investments: | | | | | | |
| | | |
| | Artisan International Separate Account — | | | | | | |
| | Depository Receipts | | | | | | |
| | Alibaba Group Holding Limited | | 53,064 shares | | | 4,660 | |
| | BHP Billiton PLC | | 4,161 shares | | | 131 | |
| | Ctrip.com International, Ltd. | | 16,315 shares | | | 653 | |
| | Grifols, S.A. | | 93,672 shares | | | 1,505 | |
| | MMC Norilsk Nickel PJSC | | 33,919 shares | | | 570 | |
| | Taiwan Semiconductor Manufacturing Company, Limited | | 108,503 shares | | | 3,120 | |
| | Tenaris S.A. | | 31,511 shares | | | 1,125 | |
| | Common Stock | | | | | | |
| | Actelion, Ltd | | 6,625 shares | | | 1,435 | |
| | AIA Group, Ltd | | 688,678 shares | | | 3,886 | |
| | Akzo Nobel N.V. | | 27,726 shares | | | 1,734 | |
| | Allegion PLC | | 2,739 shares | | | 175 | |
| | Allianz SE | | 36,194 shares | | | 5,982 | |
| | Amazon.com Inc. | | 2,523 shares | | | 1,892 | |
| | Aon PLC | | 43,278 shares | | | 4,827 | |
| | ASML Holding N.V. | | 13,975 shares | | | 1,569 | |
| | Assicurazioni Generali S.p.A. | | 161,691 shares | | | 2,403 | |
| | Atlantia S.p.A. | | 63,454 shares | | | 1,487 | |
| | AXA SA | | 109,387 shares | | | 2,762 | |
| | Beiersdorf AG | | 32,510 shares | | | 2,758 | |
12
Oracle Corporation
401(k) Savings and Investment Plan
EIN 54-2185193, Plan # 001
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)—(Continued)
December 31, 2016
| | | | | | | | |
(a) | | (b)
Identity of Issue, Borrower,
Lessor, or Similar Party | | (c)
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par, or Maturity Value | | (e)
Current
Value
(in thousands) | |
| | Bridgestone Corporation | | 36,300 shares | | | 1,309 | |
| | British American Tobacco plc | | 17,599 shares | | | 1,003 | |
| | Calbee Inc. | | 35,700 shares | | | 1,118 | |
| | Canadian Pacific Railway Ltd | | 37,769 shares | | | 5,392 | |
| | China Construction Bank Corporation | | 233,874 shares | | | 180 | |
| | China Mobile Limited | | 149,000 shares | | | 1,580 | |
| | Coca-Cola European Partners plc | | 91,643 shares | | | 2,878 | |
| | ConvaTec Group plc | | 512,431 shares | | | 1,477 | |
| | Deutsche Boerse AG | | 77,887 shares | | | 6,358 | |
| | Deutsche Post AG | | 59,812 shares | | | 1,967 | |
| | Grifols, S.A. | | 50,110 shares | | | 996 | |
| | Heineken N.V. | | 4,991 shares | | | 374 | |
| | HSBC Holdings PLC | | 190,800 shares | | | 1,532 | |
| | Imperial Brands plc | | 29,445 shares | | | 1,286 | |
| | ING Groep N.V. | | 358,297 shares | | | 5,043 | |
| | Intesa Sanpaolo S.p.A. | | 960,565 shares | | | 2,453 | |
| | ISS A/S | | 21,412 shares | | | 723 | |
| | Japan Tobacco Inc. | | 192,616 shares | | | 6,335 | |
| | KDDI Corporation | | 100,200 shares | | | 2,537 | |
| | LafargeHolcim Ltd | | 31,821 shares | | | 1,677 | |
| | Liberty Global plc (LBTYA_US) | | 72,200 shares | | | 2,209 | |
| | Liberty Global plc (LBTYK_US) | | 116,124 shares | | | 3,449 | |
| | Linde AG | | 40,720 shares | | | 6,691 | |
| | Medtronic plc | | 65,992 shares | | | 4,701 | |
| | Registered Investment Companies: | | | | | | |
| | Dodge & Cox International Stock Fund | | 9,908,473 shares | | | 377,513 | |
| | Dodge & Cox Stock Fund | | 4,451,583 shares | | | 820,427 | |
* | | Fidelity Balanced Fund—Class K | | 20,070,620 shares | | | 441,955 | |
* | | Fidelity Worldwide Fund | | 8,041,175 shares | | | 175,378 | |
| | Lazard Emerging Markets Equity Fund Class Institutional | | 13,856,105 shares | | | 221,143 | |
| | PIMCO Inflation Response Multi-Asset Fund Institutional | | 1,043,504 shares | | | 8,964 | |
| | Vanguard Extended Market Index Fund Institutional Plus Shares | | 1,847,710 shares | | | 331,590 | |
| | Vanguard Institutional Index Fund Institutional Plus Shares | | 7,488,143 shares | | | 1,526,383 | |
| | Vanguard Total Bond Market Index Fund Institutional Plus Shares | | 34,058,864 shares | | | 362,727 | |
| | Vanguard Total International Stock Index Fund Institutional Plus Shares | | 1,047,872 shares | | | 103,236 | |
| | | | | | | | |
| | | | | | | 4,369,316 | |
| | Assets in Brokerage Link Accounts | | Various investments, including registered investment companies, common stocks, money market funds and cash | | | 653,085 | |
| | | |
| | Oracle Corporation Common Stock Fund: | | | | | | |
* | | Oracle Corporation Common Stock | | 18,323,052 shares | | | 704,521 | |
* | | Fidelity Institutional Money Market Fund | | 3,909,560 shares | | | 3,910 | |
13
Oracle Corporation
401(k) Savings and Investment Plan
EIN 54-2185193, Plan # 001
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)—(Continued)
December 31, 2016
| | | | | | | | |
(a) | | (b)
Identity of Issue, Borrower,
Lessor, or Similar Party | | (c)
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par, or Maturity Value | | (e)
Current
Value
(in thousands) | |
| | Separately-managed Account Fund Investments: | | | | | | |
| | | |
| | Artisan International Separate Account— | | | | | | |
| | Depository Receipts | | | | | | |
| | Alibaba Group Holding Limited | | 53,064 shares | | | 4,660 | |
| | BHP Billiton PLC | | 4,161 shares | | | 131 | |
| | Ctrip.com International, Ltd. | | 16,315 shares | | | 653 | |
| | Grifols, S.A. | | 93,672 shares | | | 1,505 | |
| | MMC Norilsk Nickel PJSC | | 33,919 shares | | | 570 | |
| | Taiwan Semiconductor Manufacturing Company, Limited | | 108,503 shares | | | 3,120 | |
| | Tenaris S.A. | | 31,511 shares | | | 1,125 | |
| | Common Stock | | | | | | |
| | Actelion, Ltd | | 6,625 shares | | | 1,435 | |
| | AIA Group, Ltd | | 688,678 shares | | | 3,886 | |
| | Akzo Nobel N.V. | | 27,726 shares | | | 1,734 | |
| | Allegion PLC | | 2,739 shares | | | 175 | |
| | Allianz SE | | 36,194 shares | | | 5,982 | |
| | Amazon.com Inc. | | 2,523 shares | | | 1,892 | |
| | Aon PLC | | 43,278 shares | | | 4,827 | |
| | ASML Holding N.V. | | 13,975 shares | | | 1,569 | |
| | Assicurazioni Generali S.p.A. | | 161,691 shares | | | 2,403 | |
| | Atlantia S.p.A. | | 63,454 shares | | | 1,487 | |
| | AXA SA | | 109,387 shares | | | 2,762 | |
| | Beiersdorf AG | | 32,510 shares | | | 2,758 | |
| | Bridgestone Corporation | | 36,300 shares | | | 1,309 | |
| | British American Tobacco plc | | 17,599 shares | | | 1,003 | |
| | Calbee Inc. | | 35,700 shares | | | 1,118 | |
| | Canadian Pacific Railway Ltd | | 37,769 shares | | | 5,392 | |
| | China Construction Bank Corporation | | 233,874 shares | | | 180 | |
| | China Mobile Limited | | 149,000 shares | | | 1,580 | |
| | Coca-Cola European Partners plc | | 91,643 shares | | | 2,878 | |
| | ConvaTec Group plc | | 512,431 shares | | | 1,477 | |
| | Deutsche Boerse AG | | 77,887 shares | | | 6,358 | |
| | Deutsche Post AG | | 59,812 shares | | | 1,967 | |
| | Grifols, S.A. | | 50,110 shares | | | 996 | |
| | Heineken N.V. | | 4,991 shares | | | 374 | |
| | HSBC Holdings PLC | | 190,800 shares | | | 1,532 | |
| | Imperial Brands plc | | 29,445 shares | | | 1,286 | |
| | ING Groep N.V. | | 358,297 shares | | | 5,043 | |
| | Intesa Sanpaolo S.p.A. | | 960,565 shares | | | 2,453 | |
| | ISS A/S | | 21,412 shares | | | 723 | |
| | Japan Tobacco Inc. | | 192,616 shares | | | 6,335 | |
| | KDDI Corporation | | 100,200 shares | | | 2,537 | |
| | LafargeHolcim Ltd | | 31,821 shares | | | 1,677 | |
| | Liberty Global plc (LBTYA_US) | | 72,200 shares | | | 2,209 | |
| | Liberty Global plc (LBTYK_US) | | 116,124 shares | | | 3,449 | |
| | Linde AG | | 40,720 shares | | | 6,691 | |
| | Medtronic plc | | 65,992 shares | | | 4,701 | |
| | Nestle S.A. | | 78,080 shares | | | 5,601 | |
| | Nippon Telegraph and Telephone Corporation | | 65,200 shares | | | 2,740 | |
| | Nomura Holdings, Inc. | | 305,500 shares | | | 1,802 | |
14
Oracle Corporation
401(k) Savings and Investment Plan
EIN 54-2185193, Plan # 001
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)—(Continued)
December 31, 2016
| | | | | | | | |
(a) | | (b)
Identity of Issue, Borrower,
Lessor, or Similar Party | | (c)
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par, or Maturity Value | | (e)
Current
Value
(in thousands) | |
| | NTT DOCOMO, Inc. | | 177,541 shares | | | 4,046 | |
| | Pernod Ricard S.A. | | 6,219 shares | | | 674 | |
| | Rogers Communications Inc. | | 26,532 shares | | | 1,024 | |
| | RTL Group SA | | 7,345 shares | | | 539 | |
| | Schneider Electric SE | | 13,200 shares | | | 919 | |
| | St. James’s Place plc | | 14,065 shares | | | 176 | |
| | Sumitomo Mitsui Financial Group, Inc. | | 39,500 shares | | | 1,508 | |
| | Swedbank AB | | 78,045 shares | | | 1,887 | |
| | Telenet Group Holding NV | | 28,951 shares | | | 1,607 | |
| | Thai Beverage PCL | | 378,700 shares | | | 223 | |
| | UBS Group AG | | 133,356 shares | | | 2,089 | |
| | UniCredit S.p.A. | | 53,945 shares | | | 155 | |
| | Vallourec SA | | 54,928 shares | | | 379 | |
| | Vonovia SE | | 64,215 shares | | | 2,089 | |
| | WABCO Holdings Inc. | | 15,224 shares | | | 1,616 | |
| | Westpac Banking Corporation | | 75,454 shares | | | 1,775 | |
| | Willis Towers Watson PLC | | 9,147 shares | | | 1,119 | |
| | Wirecard AG | | 65,139 shares | | | 2,804 | |
| | Wolseley plc | | 38,143 shares | | | 2,333 | |
| | Zodiac Aerospace | | 148,013 shares | | | 3,399 | |
| | Participating Certificate | | | | | | |
| | Ryanair Holdings plc | | 236,470 shares | | | 3,611 | |
| | Preferred Stock | | | | | | |
| | Henkel AG & Co KGaA | | 19,390 shares | | | 2,312 | |
| | | | | | | | |
| | | | | | | 152,369 | |
| | Galliard Stable Value Fund— | | | | | | |
| | Common/Collective Trust Funds | | | | | | |
| | Wells Fargo Fixed Income Fund A | | 9,912,601 shares | | | 253,764 | |
| | Wells Fargo Fixed Income Fund E | | 1,730,667 shares | | | 41,312 | |
| | Wells Fargo Fixed Income Fund F | | 22,803,839 shares | | | 316,517 | |
| | Wells Fargo Fixed Income Fund N | | 5,685,957 shares | | | 66,891 | |
| | Wells Fargo Stable Value Fund W | | 1,098,327 shares | | | 58,776 | |
| | Wells Fargo Short-Term Investment Fund S | | 432,980 shares | | | 433 | |
| | | |
| | MetLife Insurance Company Separate Account | | 883,747 shares | | | 89,274 | |
| | | |
* | | Fidelity Institutional Money Market Government Portfolio | | 16,233,597 shares | | | 16,233 | |
| | | | | | | | |
| | | | | | | 843,200 | |
| | US Small Mid Cap Value Fund— | | | | | | |
| | Registered Investment Companies | | | | | | |
| | DFA US Targeted Value I | | 9,284,707 shares | | | 222,926 | |
| | Common Stock | | | | | | |
| | ABM Industries Incorporated | | 19,930 shares | | | 814 | |
| | Aecom | | 35,120 shares | | | 1,277 | |
| | Aegion Corporation | | 27,754 shares | | | 658 | |
| | AES Corporation/VA | | 97,716 shares | | | 1,136 | |
| | AGNC Investment Corp. | | 37,970 shares | | | 689 | |
| | Air Lease Corporation | | 94,839 shares | | | 3,256 | |
| | Ally Financial Inc | | 67,436 shares | | | 1,283 | |
| | Amdocs Limited | | 29,308 shares | | | 1,707 | |
| | American Eagle Outfitters, Inc. | | 84,806 shares | | | 1,287 | |
15
Oracle Corporation
401(k) Savings and Investment Plan
EIN 54-2185193, Plan # 001
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)—(Continued)
December 31, 2016
| | | | | | | | |
(a) | | (b)
Identity of Issue, Borrower,
Lessor, or Similar Party | | (c)
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par, or Maturity Value | | (e)
Current
Value
(in thousands) | |
| | American Homes 4 Rent | | 82,843 shares | | | 1,738 | |
| | Anworth Mortgage Asset Corporation | | 85,062 shares | | | 440 | |
| | Ares Capital Corporation | | 75,264 shares | | | 1,241 | |
| | Ares Commercial Real Estate Corporation | | 109,024 shares | | | 1,497 | |
| | Arrow Electronics, Inc. | | 46,356 shares | | | 3,305 | |
| | Assurant, Inc. | | 6,846 shares | | | 636 | |
| | Assured Guaranty Ltd | | 42,284 shares | | | 1,597 | |
| | Athene Holding Ltd. | | 9,155 shares | | | 439 | |
| | Avnet, Inc. | | 53,820 shares | | | 2,562 | |
| | Axis Capital Holdings Limited | | 31,888 shares | | | 2,081 | |
| | Banc Of California, Inc. | | 85,225 shares | | | 1,479 | |
| | Belden Inc. | | 8,479 shares | | | 634 | |
| | Berry Plastics Group Inc. | | 50,662 shares | | | 2,469 | |
| | Blackstone Mortgage Trust Inc | | 20,617 shares | | | 620 | |
| | BMC Stock Holdings, Inc. | | 78,370 shares | | | 1,528 | |
| | Booz Allen Hamilton Holding Corporation | | 19,473 shares | | | 703 | |
| | Bristow Group Inc. | | 62,656 shares | | | 1,283 | |
| | Brocade Communications Systems, Inc. | | 119,344 shares | | | 1,491 | |
| | Brooks Automation, Inc. | | 53,389 shares | | | 911 | |
| | Brunswick Corporation | | 13,507 shares | | | 737 | |
| | Cabot Corporation | | 11,286 shares | | | 570 | |
| | CDW Corporation | | 43,694 shares | | | 2,276 | |
| | Centene Corporation | | 10,230 shares | | | 578 | |
| | Chatham Lodging Trust | | 60,087 shares | | | 1,235 | |
| | Chemed Corporation | | 15,725 shares | | | 2,523 | |
| | ClubCorp Holdings, Inc. | | 137,361 shares | | | 1,971 | |
| | Coherent, Inc. | | 15,021 shares | | | 2,064 | |
| | Colony Capital, Inc. | | 78,519 shares | | | 1,590 | |
| | Columbia Banking System, Inc. | | 14,746 shares | | | 659 | |
| | CommScope Holding Company, Inc. | | 44,428 shares | | | 1,653 | |
| | Convergys Corporation | | 26,727 shares | | | 656 | |
| | Crown Holdings, Inc. | | 11,476 shares | | | 603 | |
| | Cubic Corporation | | 12,563 shares | | | 602 | |
| | Curtiss-Wright Corporation | | 11,437 shares | | | 1,125 | |
| | CYS Investments, Inc. | | 259,796 shares | | | 2,008 | |
| | Diamondback Energy, Inc. | | 25,588 shares | | | 2,586 | |
| | Drew Industries Incorporated | | 36,222 shares | | | 3,903 | |
| | Dril-Quip, Inc. | | 9,281 shares | | | 557 | |
| | E*Trade Financial Corporation | | 20,538 shares | | | 712 | |
| | East West Bancorp Inc. | | 42,716 shares | | | 2,171 | |
| | EnerSys | | 16,349 shares | | | 1,277 | |
| | Envision Healthcare Corporation | | 15,989 shares | | | 1,012 | |
| | Essent Group Ltd | | 51,335 shares | | | 1,662 | |
| | Express, Inc. | | 52,378 shares | | | 564 | |
| | Extraction Oil & Gas, Inc. | | 11,277 shares | | | 226 | |
| | FCB Financial Holdings, Inc. | | 20,940 shares | | | 999 | |
| | Federated Investors, Inc. | | 28,938 shares | | | 818 | |
| | Ferro Corporation | | 39,164 shares | | | 561 | |
| | Ferroglobe PLC | | 33,361 shares | | | 361 | |
| | Fidelity National Financial, Inc. | | 26,286 shares | | | 893 | |
| | Fidelity National Financial Ventures | | 14,562 shares | | | 200 | |
| | Finish Line Inc. | | 60,272 shares | | | 1,134 | |
16
Oracle Corporation
401(k) Savings and Investment Plan
EIN 54-2185193, Plan # 001
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)—(Continued)
December 31, 2016
| | | | | | | | |
(a) | | (b)
Identity of Issue, Borrower,
Lessor, or Similar Party | | (c)
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par, or Maturity Value | | (e)
Current
Value
(in thousands) | |
| | First American Financial Corporation | | 23,320 shares | | | 854 | |
| | First Citizens Bancshares, Inc. | | 3,042 shares | | | 1,080 | |
| | First Republic Bank | | 8,389 shares | | | 773 | |
| | First Solar, Inc. | | 16,594 shares | | | 533 | |
| | First Cash, Inc. | | 30,005 shares | | | 1,410 | |
| | Flex Ltd. | | 135,656 shares | | | 1,949 | |
| | FTD Companies, Inc | | 28,662 shares | | | 683 | |
| | FTI Consulting, Inc. | | 14,838 shares | | | 669 | |
| | G&K Services, Inc. | | 6,053 shares | | | 584 | |
| | Granite Construction Incorporated | | 17,486 shares | | | 962 | |
| | Graphic Packaging Holding Company | | 146,366 shares | | | 1,827 | |
| | Group 1 Automotive, Inc. | | 9,457 shares | | | 737 | |
| | Gulfport Energy Corporation | | 36,046 shares | | | 780 | |
| | Hanmi Financial Corporation | | 29,544 shares | | | 1,031 | |
| | Hanover Insurance Group, Inc. | | 8,663 shares | | | 788 | |
| | Heidrick & Struggles International, Inc | | 30,506 shares | | | 737 | |
| | Hillenbrand, Inc. | | 18,484 shares | | | 709 | |
| | Huntington Bancshares Incorporated | | 58,330 shares | | | 771 | |
| | Huntington Ingalls Industries Inc | | 11,215 shares | | | 2,066 | |
| | IAC/InterActiveCorp | | 23,635 shares | | | 1,531 | |
| | ICON plc. | | 23,091 shares | | | 1,736 | |
| | Infinity Property and Casualty Corporation | | 6,727 shares | | | 591 | |
| | Insight Enterprises, Inc. | | 19,077 shares | | | 771 | |
| | Integra Lifesciences Holdings Corporation | | 7,268 shares | | | 624 | |
| | Investors Bancorp, Inc. | | 74,968 shares | | | 1,046 | |
| | Jacobs Engineering Group Inc. | | 28,578 shares | | | 1,629 | |
| | Jones Lang LaSalle Incorporated | | 10,485 shares | | | 1,059 | |
| | KAR Auction Services, Inc. | | 45,875 shares | | | 1,955 | |
| | Kosmos Energy Ltd. | | 92,619 shares | | | 649 | |
| | LaSalle Hotel Properties | | 37,126 shares | | | 1,131 | |
| | Leucadia National Corporation | | 78,050 shares | | | 1,815 | |
| | LifePoint Health, Inc. | | 13,086 shares | | | 743 | |
| | Lions Gate Entertainment Corp. | | 19,944 shares | | | 489 | |
| | Lithia Motors, Inc. | | 21,097 shares | | | 2,043 | |
| | Live Nation Entertainment, Inc. | | 21,112 shares | | | 562 | |
| | Maiden Holdings, Ltd. | | 197,557 shares | | | 3,447 | |
| | ManpowerGroup Inc. | | 7,166 shares | | | 637 | |
| | Maximus, Inc. | | 10,100 shares | | | 563 | |
| | MFA Financial, Inc. | | 235,005 shares | | | 1,793 | |
| | Minerals Technologies Inc. | | 29,086 shares | | | 2,247 | |
| | MTGE Investment Corp. | | 28,571 shares | | | 449 | |
| | Multi Packaging Solutions International Limited | | 73,618 shares | | | 1,050 | |
| | Nationstar Mortgage Holdings Inc. | | 74,187 shares | | | 1,340 | |
| | Navient Corporation | | 176,531 shares | | | 2,900 | |
| | Navigant Consulting, Inc. | | 55,912 shares | | | 1,464 | |
| | Nelnet, Inc. | | 28,247 shares | | | 1,434 | |
| | NU Skin Enterprises, Inc. | | 28,016 shares | | | 1,339 | |
| | Office Depot, Inc | | 150,438 shares | | | 680 | |
| | Olin Corporation | | 51,608 shares | | | 1,322 | |
| | On Assignment, Inc. | | 16,914 shares | | | 747 | |
| | ON Semiconductor Corp. | | 233,153 shares | | | 2,975 | |
17
Oracle Corporation
401(k) Savings and Investment Plan
EIN 54-2185193, Plan # 001
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)—(Continued)
December 31, 2016
| | | | | | | | |
(a) | | (b)
Identity of Issue, Borrower,
Lessor, or Similar Party | | (c)
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par, or Maturity Value | | (e)
Current
Value
(in thousands) | |
| | Owens & Minor, Inc. | | 15,021 shares | | | 530 | |
| | Packaging Corporation of America | | 7,284 shares | | | 618 | |
| | Parexel International Corporation | | 25,753 shares | | | 1,692 | |
| | Parsley Energy, Inc. | | 114,784 shares | | | 4,045 | |
| | PharMerica Corporation | | 22,277 shares | | | 560 | |
| | PNM Resources, Inc. | | 20,737 shares | | | 711 | |
| | PRA Group, Inc. | | 22,510 shares | | | 880 | |
| | PulteGroup, Inc. | | 30,272 shares | | | 556 | |
| | QEP Resources, Inc. | | 102,970 shares | | | 1,896 | |
| | Radian Group Inc. | | 106,321 shares | | | 1,912 | |
| | Raymond James Financial, Inc. | | 9,370 shares | | | 649 | |
| | Realogy Holdings Corp. | | 18,985 shares | | | 488 | |
| | Reinsurance Group of America, Incorporated | | 16,447 shares | | | 2,070 | |
| | Rice Energy Inc. | | 79,950 shares | | | 1,707 | |
| | RPX Corporation | | 97,687 shares | | | 1,055 | |
| | RSP Permian, Inc. | | 25,003 shares | | | 1,116 | |
| | Scholastic Corporation | | 11,041 shares | | | 524 | |
| | Schweitzer-Mauduit International, Inc. | | 39,352 shares | | | 1,792 | |
| | Scripps Networks Interactive, Inc. | | 15,952 shares | | | 1,138 | |
| | Select Medical Holdings Corporation | | 57,415 shares | | | 761 | |
| | Service Corporation International | | 25,897 shares | | | 735 | |
| | Skechers USA Inc. | | 82,644 shares | | | 2,031 | |
| | SLM Corporation | | 109,808 shares | | | 1,210 | |
| | Starwood Property Trust, Inc. | | 77,252 shares | | | 1,696 | |
| | Steel Dynamics, Inc. | | 71,716 shares | | | 2,552 | |
| | Steven Madden, Ltd. | | 42,463 shares | | | 1,518 | |
| | Stifel Financial Corp. | | 49,923 shares | | | 2,494 | |
| | SVB Financial Group | | 17,826 shares | | | 3,060 | |
| | Sykes Enterprises, Incorporated | | 29,491 shares | | | 851 | |
| | Synnex Corporation | | 14,948 shares | | | 1,809 | |
| | Tailored Brands, Inc | | 106,446 shares | | | 2,720 | |
| | Tegna Inc. | | 32,949 shares | | | 705 | |
| | Teletech Holdings, Inc. | | 69,661 shares | | | 2,125 | |
| | Tempur Sealy International, Inc. | | 11,318 shares | | | 773 | |
| | Teradyne, Inc. | | 53,912 shares | | | 1,369 | |
| | Tetra Tech, Inc. | | 37,049 shares | | | 1,599 | |
| | Torchmark Corporation | | 18,155 shares | | | 1,339 | |
| | Tutor Perini Corporation | | 20,874 shares | | | 584 | |
| | Two Harbors Investment Corp. | | 223,300 shares | | | 1,947 | |
| | Universal Corporation | | 24,580 shares | | | 1,567 | |
| | Validus Holdings, Ltd. | | 39,167 shares | | | 2,155 | |
| | Walker & Dunlop, Inc. | | 89,020 shares | | | 2,777 | |
| | Wesco International, Inc. | | 46,998 shares | | | 3,128 | |
| | Western Refining, Inc. | | 46,541 shares | | | 1,762 | |
| | WildHorse Resource Development Corporation | | 79,247 shares | | | 1,157 | |
| | World Fuel Services Corporation | | 59,903 shares | | | 2,750 | |
| | | |
| | Brown Brothers Harriman Short-Term Investment Fund | | 11,078,964 shares | | | 11,079 | |
| | | | | | | | |
| | | | | | | 446,069 | |
18
Oracle Corporation
401(k) Savings and Investment Plan
EIN 54-2185193, Plan # 001
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)—(Continued)
December 31, 2016
| | | | | | | | |
(a) | | (b)
Identity of Issue, Borrower,
Lessor, or Similar Party | | (c)
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par, or Maturity Value | | (e)
Current
Value
(in thousands) | |
| | William Blair Small Mid Cap Growth Separate Account — | | | | | | |
| | Common Stock | | | | | | |
| | 2U, Inc. | | 66,250 shares | | | 1,997 | |
| | ABIOMED, Inc. | | 19,823 shares | | | 2,234 | |
| | Affiliated Managers Group, Inc. | | 20,813 shares | | | 3,024 | |
| | Akamai Technologies, Inc. | | 40,410 shares | | | 2,694 | |
| | Akorn, Inc. | | 108,012 shares | | | 2,358 | |
| | Align Technology, Inc. | | 18,469 shares | | | 1,775 | |
| | Amedisys, Inc. | | 39,024 shares | | | 1,663 | |
| | Arista Networks, Inc. | | 19,230 shares | | | 1,861 | |
| | Axalta Coating Systems, Ltd. | | 72,460 shares | | | 1,971 | |
| | Ball Corporation | | 32,680 shares | | | 2,453 | |
| | Bank of the Ozarks | | 63,030 shares | | | 3,315 | |
| | Blue Buffalo Pet Products Inc | | 64,920 shares | | | 1,561 | |
| | Booz Allen Hamilton Holding Corporation | | 102,743 shares | | | 3,706 | |
| | BWX Technologies, Inc. | | 75,920 shares | | | 3,014 | |
| | Cable One, Inc. | | 1,630 shares | | | 1,013 | |
| | Cambrex Corporation | | 53,730 shares | | | 2,899 | |
| | Carrizo Oil & Gas, Inc. | | 34,060 shares | | | 1,272 | |
| | CBOE Holdings, Inc. | | 23,319 shares | | | 1,723 | |
| | Celanese Corporation | | 32,116 shares | | | 2,529 | |
| | Centene Corporation | | 48,390 shares | | | 2,735 | |
| | Colliers International Group Inc. | | 29,708 shares | | | 1,092 | |
| | Copart, Inc. | | 57,640 shares | | | 3,194 | |
| | CoStar Group, Inc. | | 22,156 shares | | | 4,176 | |
| | CSRA Inc. | | 91,130 shares | | | 2,901 | |
| | DeVry Education Group Inc. | | 67,436 shares | | | 2,104 | |
| | Diamondback Energy, Inc. | | 26,080 shares | | | 2,636 | |
| | Dun & Bradstreet, Inc. | | 15,080 shares | | | 1,830 | |
| | Encore Capital Group, Inc. | | 53,496 shares | | | 1,533 | |
| | Exact Sciences Corporation | | 154,540 shares | | | 2,065 | |
| | FactSet Research Systems Inc. | | 12,696 shares | | | 2,075 | |
| | First Cash Financial Services, Inc. | | 40,758 shares | | | 1,916 | |
| | FirstService Corporation | | 44,145 shares | | | 2,096 | |
| | Glaukos Corporation | | 51,090 shares | | | 1,752 | |
| | Guidewire Software, Inc. | | 62,840 shares | | | 3,100 | |
| | HealthSouth Corporation | | 50,715 shares | | | 2,091 | |
| | Heico Corporation | | 30,350 shares | | | 2,061 | |
| | Herbalife Ltd | | 28,150 shares | | | 1,355 | |
| | Hexcel Corporation | | 47,890 shares | | | 2,463 | |
| | IberiaBank Corporation | | 14,600 shares | | | 1,223 | |
| | Idexx Laboratories, Inc. | | 13,990 shares | | | 1,641 | |
| | IMAX Corporation | | 68,784 shares | | | 2,160 | |
| | j2 Global, Inc. | | 48,382 shares | | | 3,958 | |
| | Jones Lang LaSalle Incorporated | | 15,073 shares | | | 1,523 | |
| | Ligand Pharmaceuticals Incorporated | | 31,634 shares | | | 3,214 | |
| | Martin Marietta Materials, Inc. | | 10,050 shares | | | 2,226 | |
| | Maximus, Inc. | | 65,050 shares | | | 3,629 | |
| | Mettler-Toledo International Inc. | | 8,419 shares | | | 3,524 | |
| | Middleby Corporation | | 22,450 shares | | | 2,892 | |
| | NU Skin Enterprises, Inc. | | 17,837 shares | | | 852 | |
19
Oracle Corporation
401(k) Savings and Investment Plan
EIN 54-2185193, Plan # 001
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)—(Continued)
December 31, 2016
| | | | | | | | |
(a) | | (b)
Identity of Issue, Borrower,
Lessor, or Similar Party | | (c)
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par, or Maturity Value | | (e)
Current
Value
(in thousands) | |
| | Old Dominion Freight Line, Inc. | | 56,531 shares | | | 4,850 | |
| | OM Asset Management plc | | 85,950 shares | | | 1,246 | |
| | Pandora Media, Inc. | | 84,675 shares | | | 1,104 | |
| | Repligen Corporation | | 13,654 shares | | | 421 | |
| | SBA Communications Corporation | | 29,851 shares | | | 3,082 | |
| | Signature Bank | | 23,880 shares | | | 3,587 | |
| | SiteOne Landscape Supply, Inc. | | 37,370 shares | | | 1,298 | |
| | Six Flags Entertainment Corporation | | 75,559 shares | | | 4,530 | |
| | Take-Two Interactive Software, Inc. | | 43,110 shares | | | 2,125 | |
| | The Toro Company | | 39,176 shares | | | 2,192 | |
| | Tractor Supply Company | | 59,950 shares | | | 4,545 | |
| | TransDigm Group Incorporated | | 11,515 shares | | | 2,867 | |
| | Ulta Salon, Cosmetics & Fragrance, Inc. | | 10,120 shares | | | 2,580 | |
| | Universal Electronics Inc. | | 31,934 shares | | | 2,061 | |
| | Vail Resorts, Inc. | | 6,081 shares | | | 981 | |
| | Vantiv, Inc. | | 51,920 shares | | | 3,095 | |
| | Veeva Systems Inc. | | 72,400 shares | | | 2,947 | |
| | Virtu Financial, Inc. | | 56,279 shares | | | 898 | |
| | Wabtec Corporation | | 25,200 shares | | | 2,092 | |
| | WD-40 Company | | 19,480 shares | | | 2,277 | |
| | WNS (Holdings) Limited—ADR | | 55,215 shares | | | 1,521 | |
| | | | | | | | |
| | | | | | | 163,378 | |
| | Common/Collective Trust Funds: | | | | | | |
| | Broad Market Bond I— | | | | | | |
| | Wells Fargo Core Bond II CIT EF1 | | 23,122,756 shares | | | 236,315 | |
| | Loomis Sayles Core Plus Fixed Income Fund D | | 17,088,170 shares | | | 236,329 | |
* | | Fidelity Contrafund Commingled Pool | | 105,084,289 shares | | | 1,263,113 | |
* | | Fidelity Growth Company Commingled Pool | | 63,643,186 shares | | | 878,912 | |
* | | Fidelity Low-Priced Stock Commingled Pool | | 47,835,661 shares | | | 566,853 | |
| | Vanguard Target Retirement 2010 Trust Select | | 1,144,522 shares | | | 35,583 | |
| | Vanguard Target Retirement 2015 Trust Select | | 2,607,239 shares | | | 81,033 | |
| | Vanguard Target Retirement 2020 Trust Select | | 11,760,454 shares | | | 365,750 | |
| | Vanguard Target Retirement 2025 Trust Select | | 12,056,417 shares | | | 374,593 | |
| | Vanguard Target Retirement 2030 Trust Select | | 14,529,043 shares | | | 450,255 | |
| | Vanguard Target Retirement 2035 Trust Select | | 11,436,655 shares | | | 353,621 | |
| | Vanguard Target Retirement 2040 Trust Select | | 9,968,428 shares | | | 307,127 | |
| | Vanguard Target Retirement 2045 Trust Select | | 5,186,208 shares | | | 159,995 | |
| | Vanguard Target Retirement 2050 Trust Select | | 3,337,029 shares | | | 102,881 | |
| | Vanguard Target Retirement 2055 Trust Select | | 1,819,049 shares | | | 56,045 | |
| | Vanguard Target Retirement 2060 Trust Select | | 764,382 shares | | | 23,566 | |
| | Vanguard Target Retirement Income Trust Select | | 2,286,525 shares | | | 71,340 | |
| | | | | | | | |
| | Total investments, substantially all at fair value** | | | | $ | 12,899,159 | |
| | | | | | | | |
* | | Notes Receivable from Participants | | 4.25% - 11.5%, maturing through 2027 | | $ | 90,469 | |
| * | Indicates a party-in-interest to the Plan. |
| ** | All investments were stated at fair value as of December 31, 2016 with the exception of one underlying investment of the Galliard Stable Value Fund, which is stated at contract value. |
Column (d), cost, has been omitted, as all investments are participant directed.
20
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the persons who administer the employee benefit plan have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | ORACLE CORPORATION 401(k) SAVINGS AND INVESTMENT PLAN |
| | | |
| Date: May 12, 2017 | | | | By: | | /s/ PETER W. SHOTT |
| | | | | | Peter W. Shott |
| | | | | | Vice President of Human Resources |
21
INDEX TO EXHIBITS
| | |
Exhibit
Number | | Exhibit Title |
| 23.01 | | Consent of Sensiba San Filippo LLP, Independent Registered Public Accounting Firm |
22
