Stockholders' Equity

3 Months Ended

Apr. 30, 2022

Equity [Abstract]

Stockholders' Equity

Stockholders' Equity

Share Repurchase Program

During fiscal 2022, the Board of Directors terminated its previous 2012 $500 million share repurchase program (the “2012 Share Repurchase Program”) and authorized a new $200 million share repurchase program (the “2021 Share Repurchase Program”). On March 14, 2022, the Board of Directors expanded its repurchase authorization under the 2021 Share Repurchase Program by $100 million. Repurchases 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 and the program may be discontinued at any time, without prior notice.

On March 18, 2022, pursuant to existing share repurchase authorizations, the Company entered into an accelerated share repurchase agreement (the “2022 ASR Contract”) with a financial institution (the “2022 ASR Counterparty”) to repurchase an aggregate of $175.0 million of the Company’s common stock. Under the 2022 ASR Contract, the Company made a payment of $175.0 million to the 2022 ASR Counterparty and received an initial delivery of approximately 3.3 million shares of common stock on March 21, 2022, representing approximately 40% ($70.0 million) of the total shares expected to be repurchased under the 2022 ASR Contract. The remaining balance of $105.0 million was classified as an equity forward contract and recorded in additional paid-in capital within shareholders’ equity.

The exact number of shares the Company will repurchase under the 2022 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 2022 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 2022 ASR Counterparty. Final settlement of the transactions under the 2022 ASR Contract is expected to be completed by the end of July 2022. The terms of the 2022 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 2022 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 2022 ASR Counterparty is permitted to make adjustments to valuation and calculation periods and various acknowledgments, representations and warranties made by the Company and the 2022 ASR Counterparty to one another.

During the three months ended April 30, 2022, the Company repurchased 3,789,576 shares under the Company’s 2021 Share Repurchase Program at an aggregate cost of $81.7 million, which is inclusive of the shares repurchased under the 2022 ASR Contract. There were no shares repurchased under the 2012 Share Repurchase Program during the three months ended May 1, 2021. As of April 30, 2022, the Company had remaining authority under the 2021 Share Repurchase Program to purchase $62.3 million of its common stock.

Dividends

The following sets forth the cash dividend declared per share:

	Three Months Ended
	Apr 30, 2022		May 1, 2021
Cash dividend declared per share	$	0.225	$	0.1125

In accordance with the terms of the indenture governing the Notes, the Company has adjusted the conversion rate and the conversion price of the Notes for quarterly dividends exceeding $0.1125 per share.

For each of the periods presented, dividends paid also included the impact from vesting of restricted stock units that are considered non-participating securities and are only entitled to dividend payments once the respective awards vest.

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 the Company’s 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, are (in thousands):

	Foreign Currency Translation Adjustment		Derivative Financial Instruments Designated as Cash Flow Hedges		Defined Benefit Plans		Total
	Three Months Ended Apr 30, 2022
Balance at January 29, 2022	$	(135,861)	$	7,280	$	(6,968)	$	(135,549)
Gains (losses) arising during the period	(17,440)		7,563		152		(9,725)
Reclassification to net earnings for (gains) losses realized	—		(1,443)		4		(1,439)
Net other comprehensive income (loss)	(17,440)		6,120		156		(11,164)
Balance at April 30, 2022	$	(153,301)	$	13,400	$	(6,812)	$	(146,713)

	Three Months Ended May 1, 2021
Balance at January 30, 2021	$	(105,970)	$	(4,876)	$	(9,829)	$	(120,675)
Gains (losses) arising during the period	(2,433)		1,553		116		(764)
Reclassification to net earnings for losses realized	—		460		77		537
Net other comprehensive income (loss)	(2,433)		2,013		193		(227)
Balance at May 1, 2021	$	(108,403)	$	(2,863)	$	(9,636)	$	(120,902)

Details on reclassifications out of accumulated other comprehensive income (loss) to net earnings are (in thousands):

	Three Months Ended				Location of (Gain) Loss Reclassified from Accumulated OCI into Earnings
	Apr 30, 2022		May 1, 2021
Derivative financial instruments designated as cash flow hedges:
Foreign exchange currency contracts	$	(1,674)	$	462	Cost of product sales
Interest rate swap	61		(64)		Interest expense
Less income tax effect	170		62		Income tax expense
	(1,443)		460
Defined benefit plans:
Net actuarial loss amortization	30		105		Other expense
Prior service credit amortization	(23)		(17)		Other expense
Less income tax effect	(3)		(11)		Income tax expense
	4		77
Total reclassifications during the period	$	(1,439)	$	537