Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v2.4.1.9
Stockholders' Equity
 12 Months Ended
Feb. 28, 2015
Equity [Abstract]  
STOCKHOLDERS' EQUITY
STOCKHOLDERS’ EQUITY:

Common stock –
We have two classes of outstanding common stock:  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, or, if a larger amount is desired, any such amount is permitted so long as minimum cash availability exists and a leverage test is met.

In addition, we have a class of common stock consisting of shares of 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 29, 2012
233,751,797

 
28,583,916

 
11,549

 
63,015,441

 
5,005,800

Share repurchases
—

 
—

 
—

 
17,994,466

 
—

Conversion of shares
78,496

 
(66,881
)
 
(11,615
)
 
—

 
—

Exercise of stock options
8,234,221

 
—

 
103

 
—

 
—

Employee stock purchases
—

 
—

 
—

 
(210,895
)
 
—

Grant of restricted stock awards
—

 
—

 
—

 
(18,190
)
 
—

Vesting of restricted stock units (1)
—

 
—

 
—

 
(42,664
)
 
—

Cancellation of restricted shares
—

 
—

 
—

 
61,140

 
—

Balance at February 28, 2013
242,064,514

 
28,517,035

 
37

 
80,799,298

 
5,005,800

Conversion of shares
80,507

 
(80,470
)
 
(37
)
 
—

 
—

Exercise of stock options
6,119,923

 
—

 
—

 
—

 
—

Employee stock purchases
—

 
—

 
—

 
(163,817
)
 
—

Grant of restricted stock awards
—

 
—

 
—

 
(12,375
)
 
—

Vesting of restricted stock units (1)
—

 
—

 
—

 
(121,539
)
 
—

Vesting of performance share units (2)
—

 
—

 
—

 
(309,653
)
 
—

Cancellation of restricted shares
—

 
—

 
—

 
33,661

 
—

Balance at February 28, 2014
248,264,944

 
28,436,565

 
—

 
80,225,575

 
5,005,800

Conversion of shares
46,957

 
(46,957
)
 
—

 
—

 
—

Exercise of stock options
2,527,458

 
—

 
—

 
—

 
—

Employee stock purchases
—

 
—

 
—

 
(117,301
)
 
—

Grant of restricted stock awards
—

 
—

 
—

 
(6,424
)
 
—

Vesting of restricted stock units (1)
—

 
—

 
—

 
(140,396
)
 
—

Vesting of performance share units (2)
—

 
—

 
—

 
(288,021
)
 
—

Cancellation of restricted shares
—

 
—

 
—

 
8,426

 
—

Balance at February 28, 2015
250,839,359

 
28,389,608

 
—

 
79,681,859

 
5,005,800

(1) 
Net of 101,499 shares, 96,767 shares and 23,836 shares withheld for the years ended February 28, 2015, February 28, 2014, and February 28, 2013, respectively, to satisfy tax withholding requirements.
(2) 
Net of 248,499 shares and 267,577 shares withheld for the years ended February 28, 2015, and February 28, 2014, respectively, to satisfy tax withholding requirements.

Stock repurchases –
In April 2011, our Board of Directors authorized the repurchase of up to $500.0 million of our Class A Common Stock and Class B Convertible Common Stock (the “2012 Authorization”), which was completed during the year ended February 28, 2013. In April 2012, our Board of Directors authorized the repurchase of up to $1.0 billion of our Class A Common Stock and Class B Convertible Common Stock (the “2013 Authorization”). The Board of Directors did not specify a date upon which the 2013 Authorization would expire. Shares repurchased under both authorizations have become treasury shares.

Shares repurchased are as follows:
 
 
 
Class A Common Shares
 
Repurchase Authorization
 
Dollar Value of Shares Repurchased
 
Number of Shares Repurchased
 
Average Price Per Share
(in millions, except share and per share data)
 
 
 
 
 
 
 
2012 Authorization (1)
$
500.0

 
$
500.0

 
25,204,747
 
$
19.84

2013 Authorization (2)
$
1,000.0

 
$
296.7

 
14,023,985
 
$
21.15

(1) 
During the year ended February 28, 2013, we repurchased 3,970,481 shares of Class A Common Stock at an aggregate cost of $86.3 million.
(2) 
All share repurchases occurred during the year ended February 28, 2013.

Common stock dividends –
In April 2015, our Board of Directors declared an initial quarterly cash dividend of $0.31 per share of Class A Common Stock, $0.28 per share of Class B Convertible Common Stock and $0.28 per share of Class 1 Common Stock payable in the first quarter of fiscal 2016.