v3.26.1
Shareholders’ Deficit
 12 Months Ended
Jan. 30, 2026
Stockholders' Equity Note [Abstract]  
Shareholders’ Deficit Shareholders' Deficit
Authorized shares of preferred stock were 5.0 million ($5 par value) as of January 30, 2026, and January 31, 2025, none of which have been issued.  The Board of Directors may issue the preferred stock (without action by shareholders) in one or more series, having such voting rights, dividend and liquidation preferences, and such conversion and other rights as may be designated by the Board of Directors at the time of issuance.

Authorized shares of common stock were 5.6 billion ($0.50 par value) as of January 30, 2026, and January 31, 2025.

The Company has a share repurchase program that is executed through purchases made from time to time either in the open market, which may be made under pre-set trading plans meeting the requirements of Rule 10b5-1(c) of the Securities Exchange
Act of 1934, or through private off-market transactions.  Shares purchased under the repurchase program are returned to authorized and unissued status.  Any excess of cost over par value is charged to additional paid-in capital to the extent that a balance is present. Once additional paid-in capital is fully depleted, remaining excess of cost over par value is charged to accumulated deficit. On December 7, 2022, the Company announced that its Board of Directors authorized $15.0 billion of share repurchases under the program. As of January 30, 2026, the Company had $10.8 billion remaining under the program. In fiscal 2025, the Company paused its share repurchase program.

From time to time, the Company may enter into Accelerated Share Repurchase (ASR) agreements with third-party financial institutions. At inception of an ASR, the Company pays the financial institutions using cash on hand and takes initial delivery of shares. Under the terms of the ASR agreements, upon settlement, the Company either receives additional shares from the financial institution or is required to deliver additional shares or cash to the financial institution.  The Company controls its election to either deliver additional shares or cash to the financial institution and is subject to provisions which limit the number of shares the Company would be required to deliver.

The final number of shares received upon settlement of an ASR agreement is determined with reference to the volume-weighted average price of the Company’s common stock over the term of the ASR agreement.  The initial repurchase of shares under these agreements result in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.

Any ASR agreements are accounted for as treasury stock transactions and forward stock purchase contracts.  The par value of the shares received is recorded as a reduction to common stock with the remainder recorded as a reduction to capital in excess of par value and accumulated deficit.  The forward stock purchase contracts are considered indexed to the Company’s own stock and are classified as equity instruments.

The terms of each ASR agreement entered into during the last three fiscal years, structured as outlined above, are as follows (in millions):
Agreement Execution DateASR Settlement DateASR Agreement AmountInitial Shares DeliveredAdditional Shares Delivered at SettlementTotal Shares Delivered
Q1 2023Q1 2023$750 3.1 0.7 3.8 
Q2 2023Q2 2023$1,000 3.9 0.7 4.6 
Q3 2023Q3 2023$1,500 5.3 1.7 7.0 
Q1 2024Q1 2024$325 1.1 0.2 1.3 
Q2 2024Q2 2024$375 1.4 0.3 1.7 
Q3 2024Q3 2024$400 1.3 0.2 1.5 
Q4 2024Q4 2024$400 1.2 0.4 1.6 

The Company also withholds shares from employees to satisfy either the exercise price of stock options exercised or the statutory withholding tax liability resulting from the vesting of restricted stock awards and performance share units.

Total shares repurchased for 2025, 2024, and 2023 were as follows:
Years Ended
January 30, 2026January 31, 2025February 2, 2024
(In millions)SharesCost SharesCostSharesCost
Share repurchase program1
— $— 15.4 $3,834 29.2 $6,199 
Shares withheld from employees0.3 75 0.4 94 0.7 135 
Total share repurchases0.3 $75 15.8 $3,928 29.9 $6,334 
1 As of January 1, 2023, share repurchases in excess of issuances are subject to a 1% excise tax, which is included as part of the cost basis of the shares acquired.