Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

v3.22.2
Stockholders' Equity
 3 Months Ended
May 31, 2022
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Common stock
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, 2022 187,263,859  28,212,340  2,248,679  22,824,607  5,005,800 
Share repurchases —  —  —  4,065,508  — 
Conversion of shares 655  (655) —  —  — 
Exercise of stock options —  —  35  (108,228) — 
Vesting of restricted stock units (1)
—  —  —  (71,064) — 
Vesting of performance share units (1)
—  —  —  (16,326) — 
Balance at May 31, 2022 187,264,514  28,211,685  2,248,714  26,694,497  5,005,800 
Balance at February 28, 2021 187,204,280  28,270,288  612,936  17,070,550  5,005,800 
Share repurchases —  —  —  1,696,722  — 
Conversion of shares 43,441  (42,810) (631) —  — 
Exercise of stock options —  —  781  (116,058) — 
Vesting of restricted stock units (1)
—  —  —  (66,157) — 
Vesting of performance share units (1)
—  —  —  (7,934) — 
Balance at May 31, 2021 187,247,721  28,227,478  613,086  18,577,123  5,005,800 
(1)    Net of the following shares withheld to satisfy tax withholding requirements:
For the Three
Months Ended
May 31,
2022
Restricted Stock Units 37,308 
Performance Share Units 4,919 
2021
Restricted Stock Units 36,048 
Performance Share Units 4,565 

Stock repurchases
In January 2018, our Board of Directors authorized the repurchase of up to $3.0 billion of our Class A Stock and Class B Stock, which was fully utilized during the three months ended May 31, 2022. Shares repurchased under the 2018 Authorization have become treasury shares.

Additionally, in January 2021, our Board of Directors authorized the repurchase of up to $2.0 billion of our Class A Stock and Class B Stock. The Board of Directors did not specify a date upon which this authorization would expire. Shares repurchased under this authorization become treasury shares.

For the three months ended May 31, 2022, we repurchased 2,254,536 shares of Class A Stock pursuant to the 2018 Authorization at an aggregate cost of $563.6 million through a combination of open market transactions and an ASR that was announced in April 2022 and 1,810,972 shares of Class A Stock pursuant to the 2021 Authorization at an aggregate cost of $444.1 million through open market transactions. Subsequent to May 31, 2022, we repurchased 1,240,495 shares of Class A Stock pursuant to the 2021 Authorization at an aggregate cost of $293.0 million through open market transactions. Beginning May 25, 2022, all repurchases were made pursuant to a Rule 10b5-1 trading plan.
As of June 30, 2022, total shares repurchased under the 2018 Authorization and the 2021 Authorization are as follows:
Class A Common Shares
Repurchase
Authorization		 Dollar Value
of Shares
Repurchased		 Number of
Shares
Repurchased
(in millions, except share data)
2018 Authorization $ 3,000.0  $ 3,000.0  13,331,156
2021 Authorization $ 2,000.0  $ 737.1  3,051,467

Subsequent event
Reclassification Agreement
On June 30, 2022, we announced the Reclassification. To effect the Reclassification, we will seek to effectuate the Charter Amendment. If the Reclassification is completed, upon the Effective Time, each share of Class B Stock issued and outstanding immediately prior to the Effective Time will be reclassified, exchanged, and converted into one share of Class A Stock and the right to receive $64.64 in cash, without interest.

The closing of the Reclassification is subject to customary conditions, including:

•approval of the Charter Amendment by the affirmative vote of the holders of (i) a majority of the voting power of the issued and outstanding shares of Class A Stock and Class B Stock entitled to vote thereon, voting together as a single class, (ii) a majority of the issued and outstanding shares of Class B Stock, and (iii) the affirmative vote of at least 50.3% of the issued and outstanding shares of Class A Stock not held by the Sands Stockholder Group, executive officers of the Company, or directors that hold Class B Stock;
•the effectiveness of our registration statement on Form S-4 to be filed with the SEC in connection with the Reclassification;
•approval by the NYSE of the listing of the shares of Class A Stock into which the Class B Stock will be reclassified, exchanged, and converted into, subject to official notice of issuance; and
•the accuracy of the representations and warranties of each party (subject to specified materiality qualifiers) and compliance in all material respects by each party with its obligations under the Reclassification Agreement. The Reclassification Agreement contains customary representations, warranties, and covenants of each of the parties thereto for a transaction of this type.