Stockholders’ Equity

Share Repurchase Program

On June 26, 2012, the Company’s Board of Directors authorized a program to repurchase, from time-to-time and as market and business conditions warrant, up to $500 million of the Company’s common stock. Repurchases under the program may be made on the open market or in privately negotiated transactions, pursuant to Rule 10b5-1 trading plans or other available means. There is no minimum or maximum number of shares to be repurchased under the program, which may be discontinued at any time, without prior notice. During the three months ended May 4, 2019, the Company repurchased 10,264,052 shares under the program at an aggregate cost of $201.6 million, which is inclusive of the shares repurchased under the accelerated share repurchase agreement (the “ASR Contract”) as described below. During the three months ended May 5, 2018, the Company repurchased 1,118,808 shares under the program at an aggregate cost of $17.6 million. As of May 4, 2019, the Company had remaining authority under the program to purchase $105.1 million of its common stock.

On April 26, 2019, pursuant to existing stock repurchase authorizations, the Company entered into an ASR Contract with JPMorgan Chase Bank, National Association (in such capacity, the “ASR Counterparty”), to repurchase an aggregate of $170 million of the Company’s common stock. Under the ASR Contract, the Company made an initial payment of $170 million to the ASR Counterparty and received an initial delivery of approximately 5.2 million shares of common stock, which represented approximately $102 million (or 60%) of the ASR Contract. The remaining balance of $68 million was classified as an equity forward contract and recorded in additional paid-in capital within shareholders’ equity as of May 4, 2019. The exact number of shares the Company will repurchase under the ASR Contract will be based generally upon the average daily volume weighted average price of the common stock during the repurchase period, less a discount. At settlement, under certain circumstances, the ASR Counterparty may be required to deliver additional shares of common stock to the Company, or under certain circumstances, the Company may be required either to deliver shares of common stock or to make a cash payment to the ASR Counterparty. Final settlement of the transactions under the ASR Contract is expected to occur by the end of the third quarter of calendar 2019. The terms of the ASR Contract are subject to adjustment, including, but not limited to, adjustments arising if the Company were to enter into or announce certain types of transactions or to take certain corporate actions. The ASR Contract contains the principal terms and provisions governing the accelerated share repurchases, including, but not limited to, the mechanism used to determine the number of shares that will be delivered, the required timing of delivery of the shares, the circumstances under which the ASR Counterparty is permitted to make adjustments to valuation and calculation periods and various acknowledgments, representations and warranties made by the Company and the ASR Counterparty to one another.

Dividends

The following table sets forth the cash dividend declared per share for the three months ended May 5, 2018 and May 4, 2019:



	Three Months Ended
	May 4, 2019		May 5, 2018
Cash dividend declared per share	$	0.225	$	0.225

During the first quarter of fiscal 2020, the Company announced that its Board of Directors intends to reduce future quarterly cash dividends that may be paid to holders of the Company’s common stock, when, as and if any such dividend is declared by the Company’s Board of Directors, from $0.225 per share to $0.1125 per share to redeploy capital and return incremental value to shareholders through share repurchases. Decisions on whether, when and in what amounts to continue making any future dividend distributions will remain at all times entirely at the discretion of the Company’s Board of Directors, which reserves the right to change or terminate the Company’s dividend practices at any time and for any reason without prior notice. The payment of cash dividends in the future will be based upon a number of business, legal and other considerations, including our cash flow from operations, capital expenditures, debt service and covenant requirements, cash paid for income taxes, earnings, share repurchases, economic conditions and U.S. and global liquidity.

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss), net of related income taxes, for the three months ended May 4, 2019 and May 5, 2018 are as follows (in thousands):



	Three Months Ended May 4, 2019
	Foreign Currency Translation Adjustment			Derivative Financial Instruments Designated as Cash Flow Hedges			Defined Benefit Plans			Total
Balance at February 2, 2019	$	(119,546	)	$	2,999		$	(9,632	)	$	(126,179	)
Cumulative adjustment reclassified from retained earnings due to adoption of new accounting guidance¹	—			1,981			—			1,981
Gains (losses) arising during the period	(12,377		)	3,864			96			(8,417		)
Reclassification to net loss for (gains) losses realized	—			(181		)	90			(91		)
Net other comprehensive income (loss)	(12,377		)	3,683			186			(8,508		)
Balance at May 4, 2019	$	(131,923	)	$	8,663		$	(9,446	)	$	(132,706	)

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Notes:

During the three months ended May 4, 2019, the Company adopted new authoritative guidance which eliminated the requirement to separately measure and report ineffectiveness for instruments that qualify for hedge accounting and generally requires that the entire change in the fair value of such instruments ultimately be presented in the same line as the respective hedge item. As a result, there is no interest component recognized for the ineffective portion of instruments that qualify for hedge accounting, but rather all changes in the fair value of such instruments are included in other comprehensive income (loss) beginning during the three months ended May 4, 2019. Upon adoption of this guidance, the Company reclassified $2.0 million in gains from retained earnings to accumulated other comprehensive loss related to the previously recorded interest component on outstanding instruments that qualified for hedge accounting.



	Three Months Ended May 5, 2018
	Foreign Currency Translation Adjustment			Derivative Financial Instruments Designated as Cash Flow Hedges			Defined Benefit Plans			Total
Balance at February 3, 2018	$	(67,049	)	$	(14,369	)	$	(11,644	)	$	(93,062	)
Gains (losses) arising during the period	(24,248		)	6,468			311			(17,469		)
Reclassification to net loss for losses realized	—			1,616			125			1,741
Net other comprehensive income (loss)	(24,248		)	8,084			436			(15,728		)
Balance at May 5, 2018	$	(91,297	)	$	(6,285	)	$	(11,208	)	$	(108,790	)

Details on reclassifications out of accumulated other comprehensive income (loss) to net loss during the three months ended May 4, 2019 and May 5, 2018 are as follows (in thousands):



	Three Months Ended						Location of (Gain) Loss Reclassified from Accumulated OCI into Loss
	May 4, 2019			May 5, 2018
Derivative financial instruments designated as cash flow hedges:
Foreign exchange currency contracts	$	(230	)	$	1,686		Cost of product sales
Foreign exchange currency contracts	—			201			Other income/expense
Interest rate swap	(46		)	(8		)	Interest expense
Less income tax effect	95			(263		)	Income tax expense
	(181		)	1,616
Defined benefit plans:
Net actuarial loss amortization	111			152			Other income (expense)
Prior service credit amortization	(10		)	(7		)	Other income (expense)
Less income tax effect	(11		)	(20		)	Income tax expense
	90			125
Total reclassifications during the period	$	(91	)	$	1,741