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EMPLOYEE BENEFIT PLANS
12 Months Ended
May 31, 2020
Compensation Related Costs [Abstract]  
EMPLOYEE BENEFIT PLANS

13.

EMPLOYEE BENEFIT PLANS

Stock-Based Compensation Plans

Stock Plans

In fiscal 2001, we adopted the 2000 Long-Term Equity Incentive Plan, which provides for the issuance of long-term performance awards, including restricted stock-based awards, non-qualified stock options and incentive stock options, as well as stock purchase rights and stock appreciation rights, to our eligible employees, officers and directors who are also employees or consultants, independent consultants and advisers.

 

In fiscal 2011, our stockholders, upon the recommendation of our Board of Directors (the Board), approved the adoption of the Amended and Restated 2000 Long-Term Equity Incentive Plan (the 2000 Plan), which extended the termination date of the 2000 Plan by 10 years and increased the number of authorized shares of stock that may be issued by 388,313,015 shares.

 

In fiscal 2014, our stockholders, upon the recommendation of the Board, approved a further increase in the number of authorized shares of stock that may be issued under the 2000 Plan by 305,000,000 shares. Under the terms of the 2000 Plan, long-term full value awards are granted in the form of restricted stock units (RSUs) and performance-based restricted stock awards (PSUs). For each share granted as a full value award under the 2000 Plan, an equivalent of 2.5 shares is deducted from our pool of shares available for grant.

 

In fiscal 2018, our stockholders, upon the recommendation of the Board, approved a further increase in the number of authorized shares of stock that may be issued under the 2000 Plan by 330,000,000 shares, and approved material terms of the performance goals under which PSUs and performance-based stock options (PSOs) could be granted.

As of May 31, 2020, the 2000 Plan had 97 million unvested RSUs outstanding, 54 million PSOs outstanding and service-based stock options (SOs) to purchase 120 million shares of common stock outstanding of which 112 million shares were vested. As of May 31, 2020, approximately 212 million shares of common stock were available for future awards under the 2000 Plan. To date, we have not issued any stock purchase rights or stock appreciation rights under the 2000 Plan. The 2000 Plan is scheduled to expire on the date of Oracle’s annual meeting of stockholders in November 2020.

The vesting schedule for all awards granted under the 2000 Plan is established by the Compensation Committee of the Board of Directors. RSUs generally require service-based vesting of 25% annually over four years. The vesting schedule for PSUs currently requires achieving performance targets and providing service over four fiscal years. SOs are granted at not less than fair market value, become exercisable generally 25% annually over four years of service, and generally expire 10 years from the date of grant. PSOs granted to our Chief Executive Officer and Chief Technology Officer in fiscal 2018 consist of seven numerically equivalent vesting tranches that potentially may

vest. One tranche vests solely on the attainment of a market-based metric. The remaining six tranches require the attainment of both a performance metric and a market capitalization metric. In each case, the market-based metric, performance metrics and market capitalization metrics for the PSOs may be achieved at any time during a five year performance period, assuming continued employment and service through the date the Compensation Committee of the Board of Directors certifies that performance has been achieved. The PSOs have contractual lives of eight years in comparison to the typical ten year contractual lives for SOs. For the six tranches of the PSOs with both performance and market conditions, stock-based compensation expense is to be recognized once each vesting tranche becomes probable of achievement over the longer of the estimated implicit service period or derived service. Stock-based compensation associated with a vesting tranche where vesting is no longer determined to be probable is reversed on a cumulative basis and is no longer prospectively recognized in the period when such a determination is made. We have preliminarily estimated service periods for those tranches that have been deemed probable of achievement to be up 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.

In fiscal 1993, the Board adopted the 1993 Directors’ Stock Plan (the Directors’ Plan), which provides for the issuance of RSUs and other stock-based awards, including non-qualified stock options, to non-employee directors. The Directors’ Plan has from time to time been amended and restated. Under the terms of the Directors’ Plan, 10 million shares of common stock are reserved for issuance (including a fiscal 2013 amendment to increase the number of shares of our common stock reserved for issuance by 2 million shares). In prior years, we granted stock options at not less than fair market value, that vest over four years, and expire no more than 10 years from the date of grant. We currently grant RSUs only that vest fully on the one-year anniversary of the date of grant. The Directors’ Plan was most recently amended on April 29, 2016 and permits the Compensation Committee of the Board to determine the amount and form of automatic grants of stock awards, if any, to each non-employee director upon first becoming a director and thereafter on an annual basis, as well as automatic grants for chairing certain Board committees, subject to certain stockholder approved limitations set forth in the Directors’ Plan. In April 2020, the Compensation Committee reduced the maximum value of the annual automatic RSU grants to each non-employee director from $400,000 to $350,000 and eliminated all equity grants for chairing board committees. As of May 31, 2020, approximately 81,000 unvested RSUs and stock options to purchase approximately 1 million shares of common stock (all of which were vested) were outstanding under the Directors’ Plan. As of May 31, 2020, approximately 1 million shares were available for future stock awards under this plan.

In connection with certain of our acquisitions, we assumed certain outstanding restricted stock-based awards and stock options under each acquired company’s respective stock plans, or we substituted substantially similar awards under the 2000 Plan. These restricted stock-based awards and stock options assumed or substituted generally retain all of the rights, terms and conditions of the respective plans under which they were originally granted. As of May 31, 2020, stock options to purchase approximately 1 million shares of common stock were outstanding under acquired company stock plans that Oracle assumed.

The following table summarizes restricted stock-based award activity, including service-based awards and performance-based awards, granted pursuant to Oracle-based stock plans and stock plans assumed from our acquisitions for our last three fiscal years ended May 31, 2020:

 

 

 

Restricted Stock-Based Awards Outstanding

 

(in millions, except fair value)

 

Number of

Shares

 

 

Weighted-Average

Grant Date Fair Value

 

Balance, May 31, 2017

 

 

83

 

 

$

39.18

 

Granted

 

 

44

 

 

$

47.42

 

Vested and Issued

 

 

(27

)

 

$

39.10

 

Canceled

 

 

(11

)

 

$

41.97

 

Balance, May 31, 2018

 

 

89

 

 

$

42.93

 

Granted

 

 

53

 

 

$

42.47

 

Vested and Issued

 

 

(31

)

 

$

41.85

 

Canceled

 

 

(12

)

 

$

42.97

 

Balance, May 31, 2019

 

 

99

 

 

$

43.01

 

Granted

 

 

50

 

 

$

53.38

 

Vested and Issued

 

 

(34

)

 

$

42.67

 

Canceled

 

 

(14

)

 

$

46.81

 

Balance, May 31, 2020

 

 

101

 

 

$

48.36

 

 

The total grant date fair value of restricted stock-based awards that were vested and issued in fiscal 2020, 2019 and 2018 was $1.5 billion, $1.3 billion and $1.0 billion, respectively. As of May 31, 2020, total unrecognized stock-based compensation expense related to non-vested restricted stock-based awards was $3.2 billion and is expected to be recognized over the remaining weighted-average vesting period of 2.72 years.

No PSUs were granted in fiscal 2020, 2019 or 2018. In fiscal 2017, PSUs were granted that vest upon the attainment of certain performance metrics and service-based vesting. In fiscal 2020, 1.1 million PSUs vested and were issued and 0.3 million PSUs remained outstanding as of May 31, 2020.

The following table summarizes stock option activity, including SOs and PSOs, and includes awards granted pursuant to the 2000 Plan and stock plans assumed from our acquisitions for our last three fiscal years ended May 31, 2020:

 

 

 

Options Outstanding

 

(in millions, except exercise price)

 

Shares Under

Stock Option

 

 

Weighted-Average

Exercise Price

 

Balance, May 31, 2017

 

 

312

 

 

$

29.02

 

Granted(1)

 

 

77

 

 

$

50.95

 

Exercised

 

 

(78

)

 

$

28.78

 

Canceled

 

 

(7

)

 

$

45.70

 

Balance, May 31, 2018

 

 

304

 

 

$

36.11

 

Granted

 

 

7

 

 

$

43.47

 

Exercised

 

 

(72

)

 

$

28.32

 

Canceled

 

 

(17

)

 

$

49.28

 

Balance, May 31, 2019

 

 

222

 

 

$

37.78

 

Granted

 

 

 

 

$

 

Exercised

 

 

(44

)

 

$

33.18

 

Canceled

 

 

(2

)

 

$

44.76

 

Balance, May 31, 2020

 

 

176

 

 

$

38.86

 

 

(1)

Awards granted in fiscal 2018 included 66.5 million PSOs granted in total to certain executive officers, the contractual terms of which are described in greater detail above.

Stock options outstanding that have vested and that are expected to vest as of May 31, 2020 were as follows:

 

 

 

Outstanding

Stock Options

(in millions)

 

 

 

 

Weighted-Average

Exercise Price

 

 

 

 

Weighted-Average

Remaining Contract Term

(in years)

 

 

 

 

Aggregate

Intrinsic Value(1)

(in millions)

 

Vested

 

 

113

 

 

 

 

$

32.70

 

 

 

 

 

2.53

 

 

 

 

$

2,392

 

Expected to vest(2)

 

 

14

 

 

 

 

$

46.59

 

 

 

 

 

6.57

 

 

 

 

 

99

 

Total

 

 

127

 

 

 

 

$

34.20

 

 

 

 

 

2.97

 

 

 

 

$

2,491

 

 

(1)

The aggregate intrinsic value was calculated based on the gross difference between our closing stock price on the last trading day of fiscal 2020 of $53.77 and the exercise prices for all “in-the-money” options outstanding, excluding tax effects.

(2)

The unrecognized compensation expense calculated under the fair value method for shares expected to vest (unvested shares net of expected forfeitures) as of May 31, 2020 was approximately $64 million and is expected to be recognized over a weighted-average period of 1.94 years. Approximately 49 million shares outstanding as of May 31, 2020 were not expected to vest.

Stock-Based Compensation Expense and Valuations of Stock Awards

We estimated the fair values of our restricted stock-based awards that are solely subject to service-based vesting requirements based upon their market values as of the grant dates, discounted for the present values of expected dividends.

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

 

 

 

Year Ended May 31,

 

(in millions)

 

2020

 

 

2019

 

 

2018

 

Cloud services and license support

 

$

110

 

 

$

99

 

 

$

82

 

Hardware

 

 

11

 

 

 

10

 

 

 

10

 

Services

 

 

54

 

 

 

49

 

 

 

52

 

Sales and marketing

 

 

261

 

 

 

360

 

 

 

361

 

Research and development

 

 

1,035

 

 

 

963

 

 

 

921

 

General and administrative

 

 

119

 

 

 

172

 

 

 

180

 

Acquisition related and other

 

 

 

 

 

 

 

 

1

 

Total stock-based compensation

 

 

1,590

 

 

 

1,653

 

 

 

1,607

 

Estimated income tax benefit included in provision for income taxes

 

 

(343

)

 

 

(358

)

 

 

(451

)

Total stock-based compensation, net of estimated income tax benefit

 

$

1,247

 

 

$

1,295

 

 

$

1,156

 

 

Tax Benefits from Exercises of Stock Options and Vesting of Restricted Stock-Based Awards

Total cash received as a result of option exercises was approximately $1.5 billion, $2.0 billion and $2.3 billion for fiscal 2020, 2019 and 2018, respectively. The total aggregate intrinsic value of restricted stock-based awards that vested and were issued and stock options that were exercised was $2.9 billion, $3.1 billion and $3.0 billion for fiscal 2020, 2019 and 2018, respectively. In connection with the vesting and issuance of restricted stock-based awards and stock options that were exercised, the tax benefits realized by us were $638 million, $692 million and $860 million for fiscal 2020, 2019 and 2018, respectively.

Employee Stock Purchase Plan

We have an Employee Stock Purchase Plan (Purchase Plan) that allows employees to purchase shares of common stock at a price per share that is 95% of the fair market value of Oracle stock as of the end of the semi-annual option period. As of May 31, 2020, 44 million shares were reserved for future issuances under the Purchase Plan. We issued 2 million shares in each of fiscal 2020 and 2019, respectively, and 3 million shares in fiscal 2018 under the Purchase Plan.

Defined Contribution and Other Postretirement Plans

We offer various defined contribution plans for our U.S. and non-U.S. employees. Total defined contribution plan expense was $376 million, $380 million and $384 million for fiscal 2020, 2019 and 2018, respectively.

In the U.S., regular employees can participate in the Oracle Corporation 401(k) Savings and Investment Plan (Oracle 401(k) Plan). Participants can generally contribute up to 40% of their eligible compensation on a per-pay-period basis as defined by the Oracle 401(k) Plan document or by the section 402(g) limit as defined by the U.S. Internal Revenue Service (IRS). We match a portion of employee contributions, currently 50% up to 6% of compensation each pay period, subject to maximum aggregate matching amounts. Our contributions to the Oracle 401(k) Plan, net of forfeitures, were $152 million, $154 million and $151 million in fiscal 2020, 2019 and 2018, respectively.

We also offer non-qualified deferred compensation plans to certain employees whereby they may defer a portion of their annual base and/or variable compensation until retirement or a date specified by the employee in accordance with the plans. Deferred compensation plan assets and liabilities were each approximately $636 million and approximately $566 million as of May 31, 2020 and 2019, respectively, and were presented in other non-current assets and other non-current liabilities in the accompanying consolidated balance sheets.

We sponsor certain defined benefit pension plans that are offered primarily by certain of our foreign subsidiaries. Many of these plans were assumed through our acquisitions or are required by local regulatory requirements. We may deposit funds for these plans with insurance companies, third-party trustees, or into government-managed accounts consistent with local regulatory requirements, as applicable. Our total defined benefit plan pension expenses were $97 million, $90 million and $102 million for fiscal 2020, 2019 and 2018, respectively. The aggregate projected benefit obligation and aggregate net liability (funded status) of our defined benefit plans as of May 31, 2020 were $1.3 billion and $884 million, respectively, and as of May 31, 2019 were $1.2 billion and $821 million, respectively.