STOCKHOLDERS' EQUITY |
STOCKHOLDERS’ EQUITY Common stock
The number of shares of common stock issued and treasury stock, and associated share activity, are as follows:
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Common Stock |
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Treasury Stock |
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Class A |
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Class B (1)
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Class 1 |
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Class A |
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Class B (1)
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Balance at February 28, 2023 |
212,697,428 |
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— |
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22,705 |
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29,498,426 |
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— |
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Share repurchases |
— |
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— |
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— |
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153,937 |
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— |
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Conversion of shares |
80 |
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— |
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(80) |
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— |
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— |
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Exercise of stock options |
— |
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— |
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800 |
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(129,595) |
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— |
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Vesting of restricted stock units (2)
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— |
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— |
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— |
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(71,189) |
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— |
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Vesting of performance share units (2)
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— |
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— |
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— |
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(13,113) |
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— |
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Balance at May 31, 2023 |
212,697,508 |
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— |
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23,425 |
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29,438,466 |
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— |
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Conversion of shares |
220 |
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— |
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(220) |
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— |
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— |
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Exercise of stock options |
— |
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— |
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606 |
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(364,530) |
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— |
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Employee stock purchases |
— |
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— |
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— |
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(30,172) |
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— |
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Vesting of restricted stock units (2)
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— |
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— |
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— |
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(5,172) |
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— |
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Balance at August 31, 2023 |
212,697,728 |
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— |
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23,811 |
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29,038,592 |
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— |
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Balance at February 28, 2022 |
187,263,859 |
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28,212,340 |
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2,248,679 |
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22,824,607 |
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5,005,800 |
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Share repurchases |
— |
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— |
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— |
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4,065,508 |
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— |
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Conversion of shares |
655 |
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(655) |
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— |
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— |
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— |
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Exercise of stock options |
— |
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— |
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35 |
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(108,228) |
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— |
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Vesting of restricted stock units (2)
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— |
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— |
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— |
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(71,064) |
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— |
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Vesting of performance share units (2)
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— |
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— |
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— |
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(16,326) |
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— |
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Balance at May 31, 2022 |
187,264,514 |
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28,211,685 |
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2,248,714 |
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26,694,497 |
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5,005,800 |
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Share repurchases |
— |
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— |
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— |
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1,652,445 |
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— |
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Conversion of shares |
2,196,749 |
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— |
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(2,196,749) |
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— |
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— |
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Exercise of stock options |
— |
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— |
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— |
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(75,482) |
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— |
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Employee stock purchases |
— |
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— |
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— |
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(27,514) |
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— |
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Vesting of restricted stock units (2)
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— |
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— |
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— |
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(4,851) |
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— |
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Balance at August 31, 2022 |
189,461,263 |
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28,211,685 |
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51,965 |
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28,239,095 |
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5,005,800 |
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(1)Prior to the Reclassification, we had an additional class of common stock with a material number of shares outstanding: Class B Stock. Shares of Class B Stock were convertible into shares of Class A Stock on a one-to-one basis at any time at the option of the holder. In November 2022, we completed the Reclassification at the Effective Time as contemplated by the Reclassification Agreement. Pursuant to the Reclassification, each share of Class B Stock issued and outstanding immediately prior to the Effective Time was reclassified, exchanged, and converted into one share of Class A Stock and the right to receive $64.64 in cash, without interest. The aggregate cash payment to holders of Class B Stock at the Effective Time was $1.5 billion.
(2)Net of the following shares withheld to satisfy tax withholding requirements:
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For the Three Months Ended May 31, |
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For the Three Months Ended August 31, |
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For the Six Months Ended August 31, |
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2023 |
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Restricted Stock Units |
39,839 |
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170 |
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40,009 |
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Performance Share Units |
8,735 |
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— |
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8,735 |
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2022 |
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Restricted Stock Units |
37,308 |
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186 |
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37,494 |
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Performance Share Units |
4,919 |
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— |
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4,919 |
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Stock repurchases
In January 2021, our Board of Directors authorized the repurchase of up to $2.0 billion of our publicly traded common stock. The Board of Directors did not specify a date upon which this authorization would expire. Shares repurchased under the 2021 Authorization become treasury shares. For the six months ended August 31, 2023, we repurchased 153,937 shares of Class A Stock through open market transactions pursuant to this authorization at an aggregate cost of $35.0 million.
As of August 31, 2023, total shares repurchased under this authorization are as follows:
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Class A Stock |
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Repurchase Authorization |
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Dollar Value of Shares Repurchased |
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Number of Shares Repurchased |
(in millions, except share data) |
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2021 Authorization |
$ |
2,000.0 |
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$ |
1,171.6 |
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4,985,847 |
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