The Company is authorized to issue an unlimited number of voting common shares, an unlimited number of non-voting, redeemable, retractable Class A common shares and an unlimited number of non-voting, cumulative, redeemable, retractable preferred shares. As at February 28, 2022 and February 28, 2021, there were no Class A common shares or preferred shares outstanding.


	Capital Stock and Additional Paid-in Capital
	Stock Outstanding (000s)	Amount
Common shares outstanding as at February 28, 2019	547,358	$	2,688
Exercise of stock options	1,189	3
Common shares issued for restricted share unit settlements	3,361	—
Stock-based compensation	—	63

Common shares issued related to Exchange Shares	1,380	—
Common shares issued for employee share purchase plan	911	6

Common shares outstanding as at February 29, 2020	554,199	2,760
Exercise of stock options	3,072	12
Common shares issued for restricted share unit settlements	5,330	—
Stock-based compensation	—	44
Common shares issued related to Exchange Shares	1,380	—


Common shares issued for employee share purchase plan	1,524	7

Common shares outstanding as at February 28, 2021	565,505	2,823
Exercise of stock options	555	3
Common shares issued for restricted share unit settlements	8,011	—
Stock-based compensation	—	36






Common shares issued related to Exchange Shares	1,422	—
Common shares issued for employee share purchase plan	735	7
Common shares outstanding as at February 28, 2022	576,228	$	2,869

Common shares (the “Exchange Shares”) were issued in connection with the Cylance acquisition, which was completed on February 21, 2019. In lieu of cash, a portion of the consideration owed to certain Cylance shareholders was paid in equal installments of Exchange Shares on the first three anniversary dates of the closing.

The Company had 576 million voting common shares outstanding, 1 million options to purchase voting common shares, 15 million RSUs and 2 million DSUs outstanding as at March 29, 2022. In addition, 60.8 million common shares are issuable upon conversion in full of the 1.75% Debentures as described in Note 6.

The Company recorded a charge to income and a credit to paid-in capital of approximately $2 million in fiscal 2022 (fiscal 2021 - $6 million; fiscal 2020 - $5 million) in relation to stock option-based compensation expense.

Stock options previously granted under the Equity Plan generally vest over a period of three years, and are generally exercisable over a period of five years from the grant date. Replacement stock options granted under the Cylance Stock Plan generally vest between three months and four years and are generally exercisable over a period of five to ten years. The Company issues new shares to satisfy stock option exercises.


	Options Outstanding
	Number (000’s)	Weighted Average Exercise Price		Average Remaining Contractual Life in Years	Aggregate Intrinsic Value (millions)








Balance as at February 28, 2021	1,583	$	4.92

Exercised during the year	(555)	4.60
Forfeited/canceled/expired during the year	(300)	6.07
Balance as at February 28, 2022	728	$	4.70	5.78	$	2
Vested and expected to vest as at February 28, 2022	718	$	4.68	5.77	$	2
Exercisable as at February 28, 2022	669	$	4.55	5.70	$	2

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been received by the option holders if all in-the-money options had been exercised on February 28, 2022. The intrinsic value of stock options exercised during fiscal 2022, calculated using the average market price during the year, was approximately $5.35 per share (February 28, 2021 - $2.22; February 29, 2020 - $4.30).


	Options Outstanding
	Number (000’s)	Weighted Average Grant Date Fair Value
Balance as at February 28, 2021	548	$	4.50

Vested during the year	(285)	4.67
Forfeited during the year	(204)	4.33
Balance as at February 28, 2022	59	$	4.26

As at February 28, 2022, there was a nominal amount of unrecognized stock-based compensation expense related to unvested stock options that will be expensed over the vesting period, which was approximately 0.27 years on a weighted average basis. The total fair value of stock options vested during the year ended February 28, 2022 amounted to $1 million (February 28, 2021 - $6 million; February 29, 2020 - $25 million).

Cash received from the stock options exercised for the year ended February 28, 2022 amounted to $3 million (February 28, 2021 - $12 million; February 29, 2020 - $3 million). There were no tax deficiencies incurred by the Company related to stock options exercised as at February 28, 2022 (February 28, 2021 - tax deficiency of nil; February 29, 2020 - tax deficiency of nil).


	RSUs Outstanding
	Number (000’s)	Weighted Average Grant Date Fair Value		Average Remaining Contractual Life in Years	Aggregate Intrinsic Value (millions)








Balance as at February 28, 2021	22,075	$	7.88
Granted during the year	6,196	9.72
Vested during the year	(8,011)	8.63
Forfeited/cancelled during the year	(4,642)	6.01
Balance as at February 28, 2022	15,618	$	8.79	1.62	$	107
Expected to vest February 28, 2022	13,324	$	8.54	1.63	$	92

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the aggregate closing share price of the Company’s common shares on February 28, 2022 that would have been received by RSU holders if all RSUs had been vested on February 28, 2022).

As at February 28, 2022, there was $73 million of unrecognized compensation expense related to RSUs that will be expensed over the vesting period, which, on a weighted average basis, results in a period of approximately 1.62 years.

During the year ended February 28, 2022, the weighted average fair value for RSUs granted was $9.72 (February 28, 2021 - $5.54; February 29, 2020 - $7.19). During the year ended February 28, 2022, the fair value of RSUs that vested was $69 million (February 28, 2021 - $44 million; February 29, 2020 - $33 million).

In the first quarter of fiscal 2020, the Board approved an agreement to grant performance-based equity awards (“Inducement Awards”) to the co-founders of Cylance covering up to 4,182,189 common shares. Up to 25%, 35% and 40% of the Inducement Awards may be earned at the end of the Company’s 2020, 2021 and 2022 fiscal years, respectively, if certain performance conditions are met, and any earned amounts will vest at the end of fiscal 2022. In fiscal 2020, 3,122,140 common shares subject to Inducement Awards were forfeited due to the departure of one of the co-founders of Cylance.

As at February 28, 2022, there were 666,432 common shares subject to Inducement Awards outstanding. The Company recorded a recovery to compensation expense with respect to the Inducement Awards of approximately $1 million for the year ended February 28, 2022 (February 28, 2021 - expense of $1 million; February 29, 2020 - expense of $3 million).

In the first quarter of fiscal 2019, the Board approved an agreement to grant a time-based equity award, a long-term market performance-based equity award and a contingent cash award (together, the “2019 Executive Chair Grant”) to the Company’s Executive Chair and CEO as an incentive to remain as Executive Chair until November 3, 2023. The expense associated with the time-based equity award and market performance-based equity award is included in the compensation expense noted above.

The contingent cash award consists of a cash amount of $90 million that becomes payable should the 10-day volume weighted average closing price of the Company’s common shares on the New York Stock Exchange reach $30 (“CEO Contingent Cash Award”). As the award is triggered by the Company’s share price, it is considered stock-based compensation and accounted for as a share-based liability award, the fair value of which is determined at each reporting period end utilizing an option pricing model using Level 2 inputs and the associated compensation expense for the reporting period recorded. If unearned, the contingent cash award will terminate on November 3, 2023. The Company recorded a recovery to compensation expense with respect to the contingent cash award of approximately $6 million for the year ended February 28, 2022 (February 28, 2021 - expense of $8 million; February 29, 2020 - expense of $1 million). The liability recorded in respect to the award was $2 million as at February 28, 2022 and is included within accrued liabilities (February 28, 2021 - $8 million).

The Company issued 192,400 DSUs in the year ended February 28, 2022. There were 1.6 million DSUs outstanding as at February 28, 2022 (February 28, 2021 - 1.4 million). The Company had a liability of $11 million in relation to the DSU Plan as at February 28, 2022 (February 28, 2021 - $14 million) included in accrued liabilities.