Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v3.20.1
Stockholders' Equity
12 Months Ended
Feb. 29, 2020
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY

Common stock
We have two classes of common stock with a material number of shares outstanding: Class A Common Stock and Class B Convertible Common Stock. Class B Convertible Common Stock shares are convertible into shares of Class A Common Stock on a one-to-one basis at any time at the option of the holder. Holders of Class B Convertible Common Stock are entitled to ten votes per share. Holders of Class A Common Stock are entitled to one vote per share and a cash dividend premium. If we pay a cash dividend on Class B Convertible Common Stock, each share of Class A Common Stock will receive an amount at least ten percent greater than the amount of the cash dividend per share paid on Class B Convertible Common Stock. In addition, the Board of Directors may declare and pay a dividend on Class A Common Stock without paying any dividend on Class B Convertible Common Stock. However, our senior credit facility limits the cash dividends that we can pay on our common stock to a fixed amount per quarter but the fixed amount may be exceeded subject to various conditions set forth in the senior credit facility.

In addition, we have a class of common stock with an immaterial number of shares outstanding: Class 1 Common Stock. Shares of Class 1 Common Stock generally have no voting rights. Class 1 Common Stock shares are convertible into shares of Class A Common Stock on a one-to-one basis at any time at the option of the holder, provided that the holder immediately sells the Class A Common Stock acquired upon conversion. Because shares of Class 1 Common Stock are convertible into shares of Class A Common Stock, for each share of Class 1 Common Stock issued, we must reserve one share of Class A Common Stock for issuance upon the conversion of the share of Class 1 Common Stock. Holders of Class 1 Common Stock do not have any preference as to dividends, but may participate in any dividend if and when declared by the Board of Directors. If we pay a cash dividend on Class 1 Common Stock, each share of Class A Common Stock will receive an amount at least ten percent greater than the amount of cash dividend per share paid on Class 1 Common Stock. In addition, the Board of Directors may declare and pay a dividend on Class A Common Stock without paying a dividend on Class 1 Common Stock. The cash dividends declared and paid on Class B Convertible Common Stock and Class 1 Common Stock must always be the same.

The number of shares of common stock issued and treasury stock, and associated share activity, are as follows:
 
Common Stock
 
Treasury Stock
 
Class A
 
Class B
 
Class 1
 
Class A
 
Class B
Balance at February 28, 2017
257,506,184

 
28,358,527

 
2,080

 
86,262,971

 
5,005,800

Share repurchases

 

 

 
4,810,061

 

Conversion of shares
29,640

 
(23,140
)
 
(6,500
)
 

 

Exercise of stock options
1,182,532

 

 
6,390

 

 

Employee stock purchases

 

 

 
(75,023
)
 

Grant of restricted stock awards

 

 

 
(3,848
)
 

Vesting of restricted stock units (1)

 

 

 
(181,994
)
 

Vesting of performance share units (1)

 

 

 
(68,928
)
 

Balance at February 28, 2018
258,718,356

 
28,335,387

 
1,970

 
90,743,239

 
5,005,800

 
Common Stock
 
Treasury Stock
 
Class A
 
Class B
 
Class 1
 
Class A
 
Class B
Retirement of treasury shares (2)
(74,000,000
)
 

 

 
(74,000,000
)
 

Share repurchases

 

 

 
2,352,145

 

Conversion of shares
12,968

 
(12,968
)
 

 

 

Exercise of stock options
1,008,854

 

 
1,147,654

 

 

Employee stock purchases

 

 

 
(76,844
)
 

Grant of restricted stock awards

 

 

 
(3,914
)
 

Vesting of restricted stock units (1)

 

 

 
(24,308
)
 

Vesting of performance share units (1)

 

 

 
(62,352
)
 

Balance at February 28, 2019
185,740,178

 
28,322,419

 
1,149,624

 
18,927,966

 
5,005,800

Share repurchases

 

 

 
265,593

 

Conversion of shares
350,567

 
(22,213
)
 
(328,354
)
 

 

Exercise of stock options (3)

 

 
870,957

 
(747,527
)
 

Employee stock purchases

 

 

 
(69,324
)
 

Vesting of restricted stock units (1)

 

 

 
(91,311
)
 

Vesting of performance share units (1)

 

 

 
(29,015
)
 

Cancellation of restricted shares

 

 

 
444

 

Balance at February 29, 2020
186,090,745

 
28,300,206

 
1,692,227

 
18,256,826

 
5,005,800

(1) 
Net of the following shares withheld to satisfy tax withholding requirements:
 
For the Years Ended
 
February 29,
2020
 
February 28,
2019
 
February 28,
2018
Restricted Stock Units
49,900
 
15,409
 
117,188
Performance Share Units
17,439
 
44,016
 
55,584
(2) 
Shares of our Class A Treasury Stock were retired to authorized and unissued shares of our Class A Common Stock.
(3) 
Includes use of Class A Treasury Stock associated with stock option exercises beginning March 1, 2019.
Stock repurchases
From time to time, our Board of Directors has authorized the repurchase of our Class A Common Stock and Class B Convertible Common Stock. Shares may be repurchased through open market or privately negotiated transactions. Shares repurchased under such authorizations have become treasury shares. A summary of share repurchase activity is as follows:
 
 
 
 
 
Class A Common Shares Repurchased
 
Repurchase
Authorization
 
For the Year Ended
February 29, 2020
 
For the Year Ended
February 28, 2019
 
For the Year Ended
February 28, 2018
 
Date
 
Amount
Authorized
 
Dollar
Value
 
Number of
Shares
 
Dollar
Value
 
Number of
Shares
 
Dollar
Value
 
Number of
Shares
(in millions, except share data)
2017 Authorization (1)
Nov 2016
 
$1,000.0
 
$

 

 
$

 

 
$
546.9

 
2,530,194

2018 Authorization (2)
Jan 2018
 
$3,000.0
 
50.0

 
265,593

 
504.3

 
2,352,145

 
491.6

 
2,279,867

 
 
 
 
 
$
50.0

 
265,593

 
$
504.3

 
2,352,145

 
$
1,038.5

 
4,810,061

(1) 
The 2017 Authorization was fully utilized during the year ended February 28, 2018.
(2) 
As of February 29, 2020, $1,954.1 million remains available for future share repurchase under the 2018 Authorization. The Board of Directors did not specify a date upon which this authorization would expire.

Common stock dividends
In April 2020, our Board of Directors declared a quarterly cash dividend of $0.75 per share of Class A Common Stock, $0.68 per share of Class B Convertible Common Stock, and $0.68 per share of Class 1 Common Stock payable in the first quarter of fiscal 2021.