Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

v3.22.2.2
Stockholders' Equity
 6 Months Ended
Aug. 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 (1)
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 (2)
—  —  —  (71,064) — 
Vesting of performance share units (2)
—  —  —  (16,326) — 
Balance at May 31, 2022 187,264,514  28,211,685  2,248,714  26,694,497  5,005,800 
Share repurchases —  —  —  1,652,445  — 
Conversion of shares 2,196,749  —  (2,196,749) —  — 
Exercise of stock options —  —  —  (75,482) — 
Employee stock purchases —  —  —  (27,514) — 
Vesting of restricted stock units (2)
—  —  —  (4,851) — 
Balance at August 31, 2022 189,461,263  28,211,685  51,965  28,239,095  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 (2)
—  —  —  (66,157) — 
Vesting of performance share units (2)
—  —  —  (7,934) — 
Balance at May 31, 2021 187,247,721  28,227,478  613,086  18,577,123  5,005,800 
Share repurchases —  —  —  4,079,651  — 
Exercise of stock options —  —  1,267  (34,736) — 
Employee stock purchases —  —  —  (28,768) — 
Vesting of restricted stock units (2)
—  —  —  (5,256) — 
Balance at August 31, 2021 187,247,721  28,227,478  614,353  22,588,014  5,005,800 
(1)    In October 2022, our Board of Directors retired 5,005,800 shares of our Class B Treasury Stock which became authorized and unissued shares of our Class B Stock.
(2)    Net of the following shares withheld to satisfy tax withholding requirements:
For the Three
Months Ended
May 31,		 For the Three
Months Ended
August 31,		 For the Six
Months Ended
August 31,
2022
Restricted Stock Units 37,308  186  37,494 
Performance Share Units 4,919  —  4,919 
2021
Restricted Stock Units 36,048  165  36,213 
Performance Share Units 4,565  —  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 six months ended August 31, 2022, we repurchased 5,717,953 shares of Class A Stock pursuant to the 2018 Authorization and the 2021 Authorization at an aggregate cost of $1,400.5 million through a combination of open market transactions and an ASR that was announced in April 2022.

As of August 31, 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  $ 836.9  3,463,417

Reclassification Agreement
On June 30, 2022, we announced the Reclassification. To effectuate the Reclassification, we will file the Amended and Restated Charter with the Secretary of State of the State of Delaware. If the Reclassification is completed, at the Effective Time, each share of Class B Stock issued and outstanding immediately prior to the Effective Time will be reclassified and converted into one validly issued, fully paid, and non-assessable share of Class A Stock and the right to receive $64.64 in cash, without interest, subject to any adjustment as provided in the Reclassification Agreement and the Amended and Restated Charter.

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

•the adoption and approval of the Reclassification Proposal by the affirmative vote of the holders of (i) not less than 50.3% of the issued and outstanding shares of Class A Stock not held by the Sands Family Stockholders, executive officers of the Company, or directors that hold Class B Stock, (ii) 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, and (iii) a majority of the issued and outstanding shares of Class B Stock;
•the absence of any SEC stop order suspending effectiveness of the Registration Statement on Form S-4;
•the absence of any governmental order or law preventing, prohibiting, or enjoining the Reclassification or the Amended and Restated Charter from becoming effective;
•the approval by the NYSE, subject to official notice of issuance, of the listing of the shares of Class A Stock into which the Class B Stock will be reclassified; and
•the accuracy of the representations and warranties of each party (subject to a materiality standard) 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.