Annual report pursuant to Section 13 and 15(d)

Shareholders' Equity

v3.24.1
Shareholders' Equity
 12 Months Ended
Feb. 03, 2024
Stockholders' Equity Note [Abstract]  
Shareholders' Equity Shareholders' Equity
The authorized shares of the Company consist of 125 million shares of Preferred Stock, par value of $0.01 per share, with no shares issued, and 1,000 million shares of common stock, par value of $0.01 per share, with 333.6 million shares of common stock issued and 274.2 million shares of common stock outstanding at February 3, 2024, and with 333.6 million shares of common stock issued and 271.3 million shares of common stock outstanding at January 28, 2023 (with shares held in the Company's treasury being treated as issued, but not outstanding).
Common Stock
The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Subject to preferential rights that may be applicable to any Preferred Stock, holders of common stock are entitled to receive ratably such dividends as may be declared by the Board of Directors in its discretion, out of funds legally available. No shares of common stock were retired during 2023, 2022 and 2021.
Treasury Stock
Treasury stock contains shares repurchased under the share repurchase program, shares repurchased to cover employee tax liabilities related to stock plan activity and shares maintained in a trust related to deferred compensation plans. Under the deferred compensation plans, shares are maintained in a trust to cover the number estimated to be needed for distribution on account of stock credits currently outstanding.
On August 19, 2021, the Company announced that its Board of Directors authorized a $500 million share repurchase program, and as of January 29, 2022, the Company completed the share repurchase under this authorization with the purchase of 20.5 million shares. On February 22, 2022, the Company announced that its Board of Directors authorized a new $2.0 billion share repurchase program, which does not have an expiration date. Share repurchase activity during 2023, 2022 and 2021 under the share repurchase program are as follows:
2023 2022 2021
(millions, except per share data)
Total number of shares purchased 1.4 24.0 20.5
Average price paid per share $ 17.57  $ 24.98  $ 24.40 
Total investment $ 25  $ 600  $ 500 
    
Changes in the Company's common stock issued and outstanding, including shares held by the Company's treasury, are as follows:
Treasury Stock
Common
Stock
Issued		 Deferred
Compensation
Plans		 Other Total Common
Stock
Outstanding
(thousands)
Balance at January 30, 2021 333,606 (931) (22,175) (23,106) 310,500
Stock issued under stock plans (277) 2,454 2,177 2,177
Stock repurchases (20,511) (20,511) (20,511)
Deferred compensation plan distributions 193 193 193
Balance at January 29, 2022 333,606 (1,015) (40,232) (41,247) 292,359
Stock issued under stock plans (117) 3,001 2,884 2,884
Stock repurchases (24,058) (24,058) (24,058)
Deferred compensation plan distributions 165 165 165
Balance at January 28, 2023 333,606 (967) (61,289) (62,256) 271,350
Stock issued under stock plans (163) 4,965 4,802 4,802
Stock repurchases (2,160) (2,160) (2,160)
Deferred compensation plan distributions 235 235 235
Balance at February 3, 2024 333,606 (895) (58,484) (59,379) 274,227
Accumulated Other Comprehensive Loss
For the Company, the only component of accumulated other comprehensive loss for 2023, 2022 and 2021 relates to post employment and postretirement plan items. The net actuarial gains and losses and prior service costs and credits related to post employment and postretirement benefit plans are reclassified out of accumulated other comprehensive loss and included in the computation of net periodic benefit cost (income) and are included in benefit plan income, net in the Consolidated Statements of Income. In addition, the Company incurred the pro-rata recognition of net actuarial losses associated with an increase in lump sum distributions associated with store closings, organizational restructuring, and periodic distribution activity as settlement charges in the Consolidated Statements of Income. See Note 9, Retirement Plans, for further information.