STOCKHOLDERS' DEFICIT

6 Months Ended

Nov. 30, 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 November 30, 2022, approximately $8.5 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 13.6 million shares for $981 million during the six months ended November 30, 2022 and 170.9 million shares for $15.0 billion during the six months ended November 30, 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 December 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 January 24, 2023 to stockholders of record as of the close of business on January 10, 2023. 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 half of fiscal 2023, we issued 73 million restricted stock-based units (RSUs), substantially all of which were part of our annual stock-based award process, and assumed 5 million RSUs in connection with our acquisition of Cerner. All issued and assumed RSUs 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 7 million shares during the first half of fiscal 2023.

The RSUs that were granted during the six months ended November 30, 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 November 30,				Six Months Ended November 30,
(in millions)	2022		2021		2022		2021
Cloud services and license support	$	113	$	50	$	204	$	90
Hardware		5		4		9		7
Services		35		18		60		32
Sales and marketing		151		120		275		215
Research and development		510		423		932		767
General and administrative		95		66		179		115
Total stock-based compensation	$	909	$	681	$	1,659	$	1,226