Delaware		94-2871189
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification no.)

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PART I.		FINANCIAL INFORMATION
Item 1.		Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets as of August 31, 2002 and May 31, 2002		3
		Condensed Consolidated Statements of Operations for the Three Months ended August 31, 2002 and 2001		4
		Condensed Consolidated Statements of Cash Flows for the Three Months ended August 31, 2002 and 2001		5
		Notes to Condensed Consolidated Financial Statements		6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		34
Item 4.		Evaluation of Disclosure Controls and Procedures		37
PART II.		OTHER INFORMATION
Item 1.		Legal Proceedings		38
Item 6.		Exhibits and Reports on Form 8-K		38
		Signatures		39
		Certifications		40

(in millions, except per share data)		August 31, 2002				May 31, 2002
ASSETS		(Unaudited)
Current assets:
Cash and cash equivalents		$	3,875			$	3,095
Short-term investments			2,544				2,746
Trade receivables, net of allowances of $400 as of August 31, 2002 and $413 as of May 31, 2002			1,362				2,036
Other receivables			187				293
Deferred tax assets			448				452
Prepaid expenses and other current assets			128				106
Total current assets			8,544				8,728
Long-term investments			237				406
Property, net			973				987
Deferred tax assets			243				233
Intangible and other assets			415				446
Total assets		$	10,412			$	10,800
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	222			$	227
Income taxes payable			1,086				1,091
Accrued compensation and related benefits			346				458
Customer advances and unearned revenues			1,514				1,276
Value added tax and sales tax payable			55				155
Other accrued liabilities			759				753
Total current liabilities			3,982				3,960
Long-term debt			311				298
Deferred tax liabilities			175				204
Other long-term liabilities			209				221
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value—authorized, 1.0 million shares; outstanding: none			—				—
Common stock, $0.01 par value and additional paid in capital—authorized: 11,000 million shares; outstanding: 5,356 million shares at August 31, 2002 and 5,431 million shares at May 31, 2002			4,982				5,029
Retained earnings			853				1,210
Accumulated other comprehensive loss			(100	)			(122	)
Total stockholders’ equity			5,735				6,117
Total liabilities and stockholders’ equity		$	10,412			$	10,800

		Three Months Ended August 31,
(in millions, except per share data)		2002				2001
Revenues:
Licenses and other		$	563			$	731
Services			1,465				1,534
Total revenues			2,028				2,265
Operating expenses:
Sales and marketing			471				535
Cost of services			589				633
Research and development			286				253
General and administrative			102				98
Total operating expenses			1,448				1,519
Operating income			580				746
Net investment losses related to equity securities			(81	)			(3	)
Other income, net			23				43
Income before provision for income taxes			522				786
Provision for income taxes			179				275
Net income		$	343			$	511
Earnings per share:
Basic		$	0.06			$	0.09
Diluted		$	0.06			$	0.09
Weighted average common shares outstanding:
Basic			5,399				5,580
Diluted			5,515				5,780

		Three Months Ended August 31,
(in millions)		2002				2001
Cash Flows From Operating Activities:
Net income		$	343			$	511
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			62				63
Amortization of intangible assets			22				18
Provision for trade receivable allowances			14				30
Net investment losses related to equity securities			81				3
Changes in assets and liabilities:
Decrease in trade receivables			674				649
(Increase) decrease in prepaid expenses and other assets			96				(121	)
Increase in deferred tax assets			(8	)			(20	)
Decrease in accounts payable and accrued liabilities			(129	)			(218	)
Increase (decrease) in deferred tax liabilities			(145	)			212
Increase in customer advances and unearned revenues			220				149
Decrease in other long-term liabilities			(12	)			(11	)
Net cash provided by operating activities			1,218				1,265
Cash Flows From Investing Activities:
Purchases of investments			(662	)			(1,733	)
Proceeds from maturities of investments			1,034				750
Capital expenditures			(43	)			(112	)
Proceeds from sales of marketable securities			36				9
Increase in other assets			(94	)			(19	)
Net cash provided by (used for) investing activities			271				(1,105	)
Cash Flows From Financing Activities:
Payments for repurchase of common stock			(768	)			(754	)
Proceeds from issuance of common stock			30				40
Net cash used for financing activities			(738	)			(714	)
Effect of exchange rate changes on cash and cash equivalents			29				21
Net increase (decrease) in cash and cash equivalents			780				(533	)
Cash and cash equivalents at beginning of period			3,095				4,449
Cash and cash equivalents at end of period		$	3,875			$	3,916