Stockholders' Equity

6 Months Ended

Jul. 29, 2023

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.

During March 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 in exchange for approximately 8.5 million shares of its common stock in the first half of fiscal 2023.

During the three months ended July 29, 2023, there were no share repurchases. During the six months ended July 29, 2023, the Company repurchased 2.2 million shares under its 2021 Share Repurchase Program at an aggregate cost of $42.8 million, including excise tax. These shares were repurchased through broker assisted market transactions in connection with the exchange and subscription offering related to the 2024 Notes and the 2028 Notes. During the three and six months ended July 30, 2022, the Company repurchased 5.2 million and 9.0 million shares, respectively, of the Company’s common stock under its 2021 Share Repurchase Program at an aggregate cost of $105.0 million and $186.7 million, respectively, which is inclusive of the shares repurchased under the 2022 ASR Contract. As of July 29, 2023, the Company had remaining authority under the 2021 Share Repurchase Program to purchase $19.7 million of its common stock.

Dividends

The following sets forth the cash dividend declared per share:

	Three Months Ended				Six Months Ended
	Jul 29, 2023		Jul 30, 2022		Jul 29, 2023		Jul 30, 2022
Cash dividend declared per share	$	0.300	$	0.225	$	0.525	$	0.450

The indenture governing the 2024 Notes requires an adjustment to the conversion rate and the conversion price of the 2024 Notes for quarterly dividends exceeding $0.1125 per share. The indenture governing the 2028 Notes requires an adjustment to the conversion rate and the conversion price of the 2028 Notes for quarterly dividends exceeding $0.225 per share.

On May 24, 2023, the Company announced an increase to its regular quarterly cash dividend from $0.225 to $0.30 per share on the Company’s common stock, which was paid on June 23, 2023 to shareholders of record as of the close of business on June 7, 2023. In connection with the increase to the quarterly cash dividend, the Company has adjusted the conversion rate and the conversion price of the Notes in accordance with the terms of the indentures governing the respective Notes effective June 6, 2023, resulting in an increase to the conversion rate and a decrease in the conversion price. A corresponding adjustment was made to the strike prices with respect to the convertible note hedges and the warrants entered into by the Company in connection with the offering of the corresponding Notes, each of which was decreased in accordance with the terms of the applicable convertible note hedge confirmations and warrant confirmations. Refer to Note 10 for more information. An additional quarterly cash dividend was declared on August 23, 2023, which will result in similar adjustments to the conversion rate and conversion price of the Notes and the strike prices applicable to the convertible note hedges and warrants. Refer to Note 17 for more information.

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 Jul 29, 2023
Balance at April 29, 2023	$	(128,147)	$	(7,869)	$	(3,461)	$	(139,477)
Gains (losses) arising during the period	4,978		2,455		(145)		7,288
Reclassification to net earnings for (gains) losses realized	—		(391)		23		(368)
Net other comprehensive income (loss)	4,978		2,064		(122)		6,920
Balance at July 29, 2023	$	(123,169)	$	(5,805)	$	(3,583)	$	(132,557)

	Six Months Ended Jul 29, 2023
Balance at January 28, 2023	$	(129,168)	$	(1,584)	$	(3,321)	$	(134,073)
Gains (losses) arising during the period	5,999		1,513		(306)		7,206
Reclassification to net earnings for (gains) losses realized	—		(5,734)		44		(5,690)
Net other comprehensive income (loss)	5,999		(4,221)		(262)		1,516
Balance at July 29, 2023	$	(123,169)	$	(5,805)	$	(3,583)	$	(132,557)

	Three Months Ended Jul 30, 2022
Balance at April 30, 2022	$	(153,301)	$	13,400	$	(6,812)	$	(146,713)
Gains (losses) arising during the period	(10,561)		1,879		(81)		(8,763)
Reclassification to net earnings for gains realized	—		(1,039)		(9)		(1,048)
Net other comprehensive income (loss)	(10,561)		840		(90)		(9,811)
Balance at July 30, 2022	$	(163,862)	$	14,240	$	(6,902)	$	(156,524)

	Six Months Ended Jul 30, 2022
Balance at January 29, 2022	$	(135,861)	$	7,280	$	(6,968)	$	(135,549)
Gains (losses) arising during the period	(28,001)		9,442		71		(18,488)
Reclassification to net earnings for gains realized	—		(2,482)		(5)		(2,487)
Net other comprehensive income (loss)	(28,001)		6,960		66		(20,975)
Balance at July 30, 2022	$	(163,862)	$	14,240	$	(6,902)	$	(156,524)

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

	Three Months Ended				Six Months Ended				Location of (Gain) Loss Reclassified from Accumulated OCI into Earnings
	Jul 29, 2023		Jul 30, 2022		Jul 29, 2023		Jul 30, 2022
Derivative financial instruments designated as cash flow hedges:
Foreign exchange currency contracts	$	(311)	$	(1,198)	$	(6,204)	$	(2,872)	Cost of product sales
Interest rate swap	(148)		35		(276)		96		Interest expense
Less income tax effect	68		124		746		294		Income tax expense
	(391)		(1,039)		(5,734)		(2,482)
Defined benefit plans:
Net actuarial loss amortization	65		12		127		42		Other expense
Prior service credit amortization	(40)		(22)		(79)		(45)		Other expense
Less income tax effect	(2)		1		(4)		(2)		Income tax expense
	23		(9)		44		(5)
Total reclassifications during the period	$	(368)	$	(1,048)	$	(5,690)	$	(2,487)