STOCKHOLDERS' DEFICIT

9 Months Ended

Feb. 28, 2023

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 February 28, 2023, approximately $8.3 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 15.4 million shares for $1.1 billion during the nine months ended February 28, 2023 and 177.9 million shares for $15.6 billion during the nine months ended February 28, 2022 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 March 2023, our Board of Directors declared a quarterly cash dividend of $0.40 per share of our outstanding common stock, an increase of $0.08 per share over the dividend declared in December 2022. The dividend is payable on April 24, 2023 to stockholders of record as of the close of business on April 11, 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 nine months of fiscal 2023, we issued 74 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 10 million shares during the first nine months of fiscal 2023.

The RSUs that were granted during the nine months ended February 28, 2023 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 February 28,				Nine Months Ended February 28,
(in millions)	2023		2022		2023		2022
Cloud services and license support	$	114	$	55	$	319	$	145
Hardware		5		4		13		11
Services		39		17		99		49
Sales and marketing		158		113		433		328
Research and development		517		421		1,448		1,188
General and administrative		91		64		271		179
Total stock-based compensation	$	924	$	674	$	2,583	$	1,900