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STOCKHOLDERS' EQUITY
3 Months Ended
Aug. 31, 2017
Stockholders Equity Note [Abstract]  
STOCKHOLDERS' EQUITY

9.

STOCKHOLDERS’ EQUITY

Common Stock Repurchases

Our Board of Directors has approved a program for us to repurchase shares of our common stock. As of August 31, 2017, approximately $4.8 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 10.2 million shares for $500 million during the three months ended August 31, 2017 (including 0.5 million shares for $23 million that were repurchased but not settled) and 49.3 million shares for $2.0 billion during the three months ended August 31, 2016 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 repurchases 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 three months ended August 31, 2017, our Board of Directors declared cash dividends of $0.19 per share of our outstanding common stock, which we paid during the same period.

In September 2017, our Board of Directors declared a quarterly cash dividend of $0.19 per share of our outstanding common stock. The dividend is payable on October 25, 2017 to stockholders of record as of the close of business on October 11, 2017. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors.

Fiscal 2018 Stock-Based Awards Activity, Valuation and Compensation Expense

During the first quarter of fiscal 2018, we issued 34 million restricted stock-based awards and 77 million stock options (consisting of 8 million service-based stock options (SOs) and 69 million performance-based and market-based stock options (PSOs)). Substantially all of the awards were issued as a part of our annual stock-based award process and are subject to service-based vesting restrictions, with the PSOs primarily having performance-based and market-based vesting restrictions. Our fiscal 2018 stock-based awards issuances were partially offset by forfeitures and cancellations of 7 million shares during the first quarter of fiscal 2018.

The RSUs and SOs that were granted during the three months ended August 31, 2017 have vesting restrictions, valuations and contractual lives of a similar nature to those described in Note 14 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2017.

The fiscal 2018 PSOs granted consist of seven numerically equivalent vesting tranches that potentially may vest. Each of six of the individual vesting tranches are governed by an “all or nothing” vesting schedule requiring the attainment of both a performance metric and a market capitalization metric, which may be achieved at any time, in order for each individual tranche to fully vest during a five year performance period, assuming continued employment and service through the date the Compensation Committee of the Board of Directors certifies that the last of the two metrics for a particular tranche is attained. The seventh vesting tranche requires attainment of a market-based metric to be achieved at any time during a five year performance period and continued employment and service through the vesting date. The PSOs have contractual lives of eight years in comparison to the ten year contractual lives for the fiscal 2018 SOs issued. We estimated the fair values of the PSOs using a Monte Carlo simulation approach with the following assumptions: risk-free interest rate of 2.14%, expected term of 7 years, expected volatility of 22.44% and dividend yield of 1.49%.  Stock-based compensation expense is to be recognized for each of the six performance-based and market-based tranches once each vesting tranche becomes probable of achievement over the longer of the estimated implicit service period for performance-metric achievement or derived service period for market-based metric achievement. We have preliminarily estimated service periods for those tranches that have been deemed probable of achievement to be approximately three to five years. Stock-based compensation for the market-based tranche will be recognized using the derived service period for the market-based metric achievement, which we have initially estimated to be approximately three years.

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

 

 

 

Three Months Ended

August 31,

 

(in millions)

 

2017

 

 

2016

 

Cloud SaaS

 

$

9

 

 

$

5

 

Cloud PaaS and IaaS

 

 

2

 

 

 

1

 

Software license updates and product support

 

 

7

 

 

 

6

 

Hardware

 

 

3

 

 

 

3

 

Services

 

 

14

 

 

 

8

 

Sales and marketing

 

 

89

 

 

 

63

 

Research and development

 

 

234

 

 

 

195

 

General and administrative

 

 

44

 

 

 

38

 

Acquisition related and other

 

 

1

 

 

 

 

Total stock-based compensation

 

$

403

 

 

$

319