STOCKHOLDERS' DEFICIT

3 Months Ended

Aug. 31, 2022

Stockholders Equity Note [Abstract]

STOCKHOLDERS' DEFICIT

8. STOCKHOLDERS’ DEFICIT

Common Stock Repurchases

Our Board of Directors has approved a program for us to repurchase shares of our common stock. As of August 31, 2022, approximately $8.9 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 7.5 million shares for $559 million during the three months ended August 31, 2022 (including 0.3 million shares for $26 million that were repurchased but not settled) and 94.0 million shares for $8.0 billion during the three months ended August 31, 2021 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

In September 2022, our Board of Directors declared a quarterly cash dividend of $0.32 per share of our outstanding common stock. The dividend is payable on October 25, 2022 to stockholders of record as of the close of business on October 12, 2022. 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 2023 Stock‑Based Awards Activity and Compensation Expense

During the first quarter of fiscal 2023, we issued 6 million restricted stock-based units (RSUs) and assumed 5 million RSUs in connection with our acquisition of Cerner, all of which are subject to service-based vesting

restrictions. These fiscal 2023 stock-based award issuances were partially offset by stock-based award forfeitures and cancellations of 3 million shares during the first quarter of fiscal 2023.

The RSUs that were granted during the three months ended August 31, 2022 have similar vesting restrictions and contractual lives and were valued using methodologies of a similar nature as those described in Note 12 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2022.

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)	2022		2021
Cloud services and license support	$	91	$	40
Hardware		4		3
Services		25		14
Sales and marketing		124		95
Research and development		422		344
General and administrative		84		49
Total stock-based compensation	$	750	$	545