STOCKHOLDERS' EQUITY

9 Months Ended

Feb. 28, 2013

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

10. STOCKHOLDERS’ EQUITY

Stock Repurchases

Our Board of Directors has approved a program for us to repurchase shares of our common stock. On June 18, 2012, we announced that our Board of Directors approved an expansion of our stock repurchase program by an additional $10.0 billion. Approximately $5.0 billion remained available for stock repurchases as of February 28, 2013 pursuant to our stock repurchase program. We repurchased 261.7 million shares for $8.2 billion during the nine months ended February 28, 2013 (including 2.9 million shares for $100 million that were repurchased but not settled) and 119.6 million shares for $3.5 billion during the nine months ended February 29, 2012 under the stock repurchase program.

Our stock repurchase authorization does not have an expiration date and the pace of our repurchase activity will depend on factors such as our working capital needs, our cash requirements for acquisitions and dividend payments, our debt repayment obligations or repurchase of our debt, our stock price, and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases or pursuant to a Rule 10b5-1 plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.

Dividends on Common Stock

During the nine months ended February 28, 2013, our Board of Directors declared cash dividends of $0.30 per share of our outstanding common stock, including an accelerated cash dividend totaling $0.18 per share of outstanding common stock, which we paid on December 21, 2012. This accelerated cash dividend was intended by our Board of Directors to be in lieu of quarterly dividends that we would have otherwise announced with our earnings results for the second, third and fourth quarters of fiscal 2013, and that would have been paid in calendar year 2013. The next opportunity for our Board of Directors to consider and approve the declaration of a dividend will be when we announce our earnings results for the first quarter of fiscal 2014, which ends on August 31, 2013. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors.

Stock-Based Compensation Expense and Valuation of Stock Options

Stock-based compensation is included in the following operating expense line items in our condensed consolidated statements of operations:

	Three Months Ended				Nine Months Ended
(in millions)	February 28, 2013		February 29, 2012		February 28, 2013		February 29, 2012
Sales and marketing	$	32	$	30	$	112	$	86
Software license updates and product support		5		5		15		13
Hardware systems products		1		—		2		1
Hardware systems support		1		1		3		4
Services		7		6		24		16
Research and development		86		74		258		213
General and administrative		40		41		122		120
Acquisition related and other		8		18		30		21
Total stock-based compensation	$	180	$	175	$	566	$	474

During the first nine months of fiscal 2013, we issued 118 million stock options (including our annual grant of stock options in our first quarter of fiscal 2013 and certain stock options assumed from companies that we acquired). These stock option-based award issuances were partially offset by forfeitures and cancellations of 17 million shares during the first nine months of fiscal 2013.

We estimate the fair values of our share-based payments using the Black-Scholes-Merton option-pricing model, which was developed for use in estimating the fair values of stock options. Option valuation models, including the Black-Scholes-Merton option-pricing model, require the input of assumptions, including stock price volatility. Changes in the input assumptions can materially affect the fair value estimates and ultimately how much we recognize as stock-based compensation expense. We recognize stock-based compensation expense on a straight-line basis over the service period of the award, which is generally four years. The fair values of our stock options were estimated at the grant dates, or at the acquisition dates for options assumed in a business combination. The weighted average input assumptions used and resulting fair values of our stock options were as follows for the three and nine months ended February 28, 2013 and February 29, 2012:

	Three Months Ended				Nine Months Ended
	February 28, 2013		February 29, 2012		February 28, 2013		February 29, 2012
Expected life (in years)		4.7		4.7		5.1		5.1
Risk-free interest rate		0.7%		0.8%		0.7%		1.6%
Volatility		26%		32%		31%		30%
Dividend yield		0.7%		0.8%		0.8%		0.7%
Weighted-average fair value per share	$	7.00	$	15.52	$	7.97	$	9.33

The expected life input is based on historical exercise patterns and post-vesting termination behavior, the risk-free interest rate input is based on U.S. Treasury instruments, the annualized dividend yield input is based on the per share dividend declared by our Board of Directors and the volatility input is calculated based on the implied volatility of our publicly traded options.