Annual report [Section 13 and 15(d), not S-K Item 405]

Shareholders' Equity

v3.25.1
Shareholders' Equity
 12 Months Ended
Feb. 01, 2025
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 277.7 million shares of common stock outstanding at February 1, 2025, and with 333.6 million shares of common stock issued and 274.2 million shares of common stock outstanding at February 3, 2024 (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 2024, 2023 and 2022.
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 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. During 2024 the Company did not repurchase shares of its common stock under the share repurchase program. Share repurchase activity during 2023 and 2022 under the share repurchase program are as follows:
2023 2022
(millions, except per share data)
Total number of shares purchased 1.4 24.0
Average price paid per share $ 17.57  $ 24.98 
Total investment $ 25  $ 600 
    
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 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
Stock issued under stock plans (183) 3,454 3,271 3,271
Stock repurchases (12) (12) (12)
Deferred compensation plan distributions 204 204 204
Balance at February 1, 2025 333,606 (874) (55,042) (55,916) 277,690
Accumulated Other Comprehensive Loss
For the Company, the only component of accumulated other comprehensive loss for 2024, 2023 and 2022 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 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.