STOCKHOLDERS’ EQUITY

Share Repurchase Programs

The Company's Board of Directors has authorized the following share repurchase programs which were active during the First Quarter 2018 and First Quarter 2017: (1) $250 million in December 2015 (the "2015 $250 Million Share Repurchase Program"); (2) $250 million in March 2017 (the "2017 Share Repurchase Program"); and (3) $250 million in March 2018 (the "2018 Share Repurchase Program"). The 2015 $250 Million Share Repurchase Program has been completed. At May 5, 2018, there was approximately $332.1 million in the aggregate remaining on the 2017 and 2018 Share Repurchase Programs. Under these programs, the Company may repurchase shares in the open market at current market prices at the time of purchase or in privately negotiated transactions. The timing and actual number of shares repurchased under a program will depend on a variety of factors including price, corporate and regulatory requirements and other market and business conditions. The Company may suspend or discontinue a program at any time, and may thereafter reinstitute purchases, all without prior announcement.

In March 2018, as part of its share repurchase programs, the Company entered into an accelerated share repurchase program with Goldman Sachs & Co. LLC ("Goldman") under which it made an upfront payment of $125 million in exchange for an initial delivery of 0.8 million shares of its common stock, representing 80% of the total shares ultimately expected to be delivered over the program's term (the "ASR Program"). The initial shares delivered to the Company, which had an aggregate cost of $100 million based on the March 22, 2018 closing share price, were immediately retired and recorded as an increase to treasury stock. As of May 5, 2018, $25 million, representing the difference between the upfront $125 million payment and the $100 million cost of the initial share delivery, was recorded as a reduction to additional paid-in capital in the Company's consolidated balance sheet. Subsequent to May 5, 2018 the ASR Program was completed with Goldman delivering an additional 0.2 million shares to the Company.

Pursuant to the Company's practice, including due to restrictions imposed by the Company's insider trading policy during black-out periods, the Company withholds and surrenders shares of vesting stock awards and makes payments to taxing authorities as required by law to satisfy the withholding tax requirements of all equity award recipients. The Company's payment of the withholding taxes in exchange for the surrendered shares constitutes a purchase of its common stock. The Company also acquires shares of its common stock in conjunction with liabilities owed under the Company's Deferred Compensation Plan, which are held in treasury.

The following table summarizes the Company's share repurchases:



	Thirteen Weeks Ended
	May 5, 2018			April 29, 2017
	Shares	Value		Shares	Value
	(In thousands)
Shares repurchases related to:
2015 $250 Million Share Repurchase Program ⁽¹⁾	—	$	—	297	32,810
2017 Share Repurchase Program ⁽²⁾⁽³⁾	1,034	$	137,248	—	—
Shares acquired and held in treasury under Deferred Compensation Plan	0.4	$	62	0.6	$	62


⁽¹⁾	Inclusive of 0.1 million and $7.2 million in the First Quarter 2017 withheld to cover taxes in conjunction with the vesting of stock awards.


⁽²⁾	Inclusive of 0.3 million shares for approximately $37.2 million in the First Quarter 2018 withheld to cover taxes in conjunction with the vesting of stock awards.


⁽³⁾	Subsequent to May 5, 2018 and through May 24, 2018, the Company completed its ASR program with Goldman delivering approximately 0.2 million shares for the remaining $25 million.

In accordance with the FASB ASC 505--Equity, the par value of the shares retired is charged against common stock and the remaining purchase price is allocated between additional paid-in capital and retained earnings. The portion charged against additional paid-in capital is done using a pro-rata allocation based on total shares outstanding. Related to all shares retired during the First Quarter 2018 and the First Quarter 2017, approximately $37.2 million and $28.7 million, respectively, were charged to retained earnings.

Dividends

The First Quarter 2018 dividend of $0.50 per share was paid on April 27, 2018 to shareholders of record on the close of business on April 16, 2018. During the First Quarter 2018, $8.8 million was charged to retained earnings, of which $8.4 million related to cash dividends paid and $0.4 million related to dividend share equivalents on unvested Deferred Awards and Performance Awards. During the First Quarter 2017, $7.6 million was charged to retained earnings, of which $7.0 million related to cash dividends paid and $0.6 million related to dividend share equivalents on unvested Deferred Awards and Performance Awards.

The Company's Board of Directors declared a quarterly cash dividend of $0.50 per share to be paid June 29, 2018 to shareholders of record on the close of business on June 18, 2018. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the Company’s Board of Directors based on a number of factors, including business and market conditions, the Company’s future financial performance and other investment priorities.