Annual report pursuant to Section 13 and 15(d)

Shareholders' Equity

v3.19.1
Shareholders' Equity
12 Months Ended
Feb. 02, 2019
Stockholders' Equity Note [Abstract]  
Shareholders' Equity
Shareholders’ Equity
The authorized shares of the Company consist of 125 million shares of preferred stock (“Preferred Stock”), par value of $.01 per share, with no shares issued, and 1,000 million shares of common stock, par value of $.01 per share, with 333.6 million shares of common stock issued and 307.5 million shares of common stock outstanding at February 2, 2019, and with 333.6 million shares of common stock issued and 304.8 million shares of common stock outstanding at February 3, 2018 (with shares held in the Company’s treasury being treated as issued, but not outstanding).
The Company retired 8.0 million shares of common stock during 2016. No shares of common stock were retired during 2018 and 2017.
Commencing in January 2000, the Company’s board of directors has from time to time approved authorizations to purchase, in the aggregate, up to $18,000 million of common stock, which includes the Company's board of directors approval of an additional authorization to purchase common stock of $1,500 million on February 26, 2016. All authorizations are cumulative and do not have an expiration date. During 2016, the Company purchased approximately 7.9 million shares of common stock under its share repurchase program for a total of $316 million. As of February 2, 2019, $1,716 million of authorization remained unused. The Company may continue or, from time to time, suspend repurchases of its shares under its share repurchase program, depending on prevailing market conditions, alternative uses of capital and other factors.
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.
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.
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, 2016
341,606

 
(1,170
)
 
(30,180
)
 
(31,350
)
 
310,256

Stock issued under stock plans
 
 
(87
)
 
1,612

 
1,525

 
1,525

Stock repurchases
 
 
 
 
 
 
 
 
 
Repurchase program
 
 
 
 
(7,874
)
 
(7,874
)
 
(7,874
)
Other
 
 
 
 
(5
)
 
(5
)
 
(5
)
Deferred compensation plan distributions
 
 
161

 
 
 
161

 
161

Retirement of common stock
(8,000
)
 
 
 
8,000

 
8,000

 

Balance at January 28, 2017
333,606

 
(1,096
)
 
(28,447
)
 
(29,543
)
 
304,063

Stock issued under stock plans
 
 
(119
)
 
590

 
471

 
471

Stock repurchases
 
 
 
 
 
 
 
 
 
Other
 
 
 
 
(38
)
 
(38
)
 
(38
)
Deferred compensation plan distributions
 
 
269

 
 
 
269

 
269

Balance at February 3, 2018
333,606

 
(946
)
 
(27,895
)
 
(28,841
)
 
304,765

Stock issued under stock plans
 
 
(106
)
 
2,756

 
2,650

 
2,650

Stock repurchases
 
 
 
 
 
 
 
 
 
Other
 
 
 
 
(6
)
 
(6
)
 
(6
)
Deferred compensation plan distributions
 
 
111

 
 
 
111

 
111

Balance at February 2, 2019
333,606

 
(941
)
 
(25,145
)
 
(26,086
)
 
307,520


Accumulated Other Comprehensive Loss
For the Company, the only component of accumulated other comprehensive loss for 2018, 2017 and 2016 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," and Note 10, "Postretirement Health Care and Life Insurance Benefits," for further information.