Share Repurchase Program

12 Months Ended

Jan. 29, 2022

Equity [Abstract]

Share Repurchase Program

Share Repurchase Program

On June 26, 2012, the Company’s Board of Directors authorized a program to repurchase up to $500 million of the Company’s common stock. On August 23, 2021, the Company’s Board of Directors terminated the previously authorized 2012 share repurchase program (which had $47.8 million capacity remaining) and authorized a new program (the “2021 Share Repurchase Program”) to repurchase, from time-to-time and as market and business conditions warrant, up to $200 million of the Company’s common stock. As of January 29, 2022, the Company had remaining authority under the program to purchase $149.0 million of its common stock. On March 14, 2022, the Board of Directors expanded its repurchase authorization by $100 million, leaving a new capacity of $249.0 million. Refer to “Part IV. Financial Statements – Note 24 – Subsequent Events” in this Form 10-K for further detail.

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 fiscal 2022, the Company repurchased 2,289,292 shares under the program at an aggregate cost of $51.0 million. During fiscal 2021, the Company repurchased 4,000,000 shares under the previous program at an aggregate cost of $38.8 million. During fiscal 2020, the Company repurchased 16,739,740 shares at an aggregate cost of $288.1 million, which is inclusive of the shares repurchased under the April 26, 2019 accelerated share repurchase (“ASR”) agreement (“2019 ASR Contract”).

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 “2019 ASR Counterparty”), to repurchase an aggregate of $170 million of the Company’s common stock. Under the 2019 ASR Contract, the Company made an initial payment of $170 million to the 2019 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 2019 ASR Contract. The Company received a final delivery of an additional 5.4 million shares, or $68 million, under its 2019 ASR Contract during the third quarter of fiscal 2020. The final share amount was determined based on the daily volume-weighted average price since the effective date of the 2019 ASR Contract, less the applicable contractual discount. When combined with the 5.2 million upfront shares received at the inception of the 2019 ASR in April 2019, the Company repurchased approximately 10.6 million of its shares under the 2019 ASR at an average repurchase price of $16.09 per share. All shares were repurchased in accordance with the Company’s publicly announced 2019 ASR program, which was completed during the third quarter of fiscal 2020. The shares delivered under the 2019 ASR Contract reduced the Company’s outstanding shares and its weighted average number of common shares outstanding for purposes of calculating basic and diluted earnings per share.