Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v3.21.1
Stockholders' Equity
12 Months Ended
Feb. 28, 2021
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, 2018 258,718,356  28,335,387  1,970  90,743,239  5,005,800 
Retirement of treasury shares (1)
(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 (2)
—  —  —  (24,308) — 
Vesting of performance share units (2)
—  —  —  (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 (2)
—  —  —  (91,311) — 
Vesting of performance share units (2)
—  —  —  (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 
Conversion of shares 1,113,535  (29,918) (1,083,617) —  — 
Exercise of stock options (3)
—  —  4,326  (1,020,853) — 
Employee stock purchases —  —  —  (67,801) — 
Vesting of restricted stock units (2)
—  —  —  (80,287) — 
Vesting of performance share units (2)
—  —  —  (17,335) — 
Balance at February 28, 2021 187,204,280  28,270,288  612,936  17,070,550  5,005,800 
(1)Shares of our Class A Treasury Stock were retired to authorized and unissued shares of our Class A Common Stock.
(2)Net of the following shares withheld to satisfy tax withholding requirements:
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
Restricted Stock Units 37,933 49,900 15,409
Performance Share Units 9,433 17,439 44,016
(3)Includes use of Class A Treasury Stock associated with stock option exercises beginning March 1, 2019.

Stock repurchases
In January 2018, our Board of Directors authorized the repurchase of up to $3.0 billion of our Class A Common Stock and Class B Convertible Common Stock. In January 2021, our Board of Directors authorized the repurchase of up to $2.0 billion 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 these authorizations will become treasury shares.

A summary of share repurchase activity is as follows:
Class A Common Shares Repurchased
Repurchase
Authorization
For the Year Ended
February 28, 2021
For the Year Ended
February 29, 2020
For the Year Ended
February 28, 2019
Date Amount
Authorized
Dollar
Value
Number of
Shares
Dollar
Value
Number of
Shares
Dollar
Value
Number of
Shares
(in millions, except share data)
2018 Authorization (1)
Jan 2018 $3,000.0 $ —  —  $ 50.0  265,593  $ 504.3  2,352,145 
2021 Authorization (2)
Jan 2021 $2,000.0 —  —  —  —  —  — 
$ —  —  $ 50.0  265,593  $ 504.3  2,352,145 
(1)As of February 28, 2021, $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 the 2018 Authorization would expire.
(2)As of February 28, 2021, no shares have been repurchased under the 2021 Authorization. The Board of Directors did not specify a date upon which the 2021 Authorization would expire.

Common stock dividends
In April 2021, our Board of Directors declared a quarterly cash dividend of $0.76 per share of Class A Common Stock, $0.69 per share of Class B Convertible Common Stock, and $0.69 per share of Class 1 Common Stock payable in the first quarter of fiscal 2022.