Shareholders' Equity

6 Months Ended

Jul. 31, 2020

Shareholders’ Equity - 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 retired and returned to authorized and unissued status. As of July 31, 2020, the Company had $8.7 billion remaining in its share repurchase program. Due to the uncertainty caused by the COVID-19 pandemic, the Company suspended its share repurchases during the first quarter of fiscal 2020.

In February 2020, the Company entered into an Accelerated Share Repurchase (ASR) agreement with a third-party financial institution to repurchase $500 million of the Company’s common stock. At inception, pursuant to the agreement, the Company paid $500 million to the financial institution using cash on hand and took delivery of 3.9 million shares. The Company finalized the transaction and received an additional 1.6 million shares prior to the end of the first quarter.

In addition, during the six months ended July 31, 2020, the Company repurchased shares of its common stock through the open market totaling 4.0 million shares, for a cost of $440 million. There were no shares repurchased through the open market during the three months ended July 31, 2020.

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 share-based awards.

Shares repurchased for the three and six months ended July 31, 2020, and August 2, 2019, were as follows:


	Three Months Ended
	July 31, 2020				August 2, 2019
(In millions)	Shares	Cost		Shares	Cost ¹
Share repurchase program	—	$	—	19.6	$	1,964

Total share repurchases	—	$	—	19.6	$	1,964

¹Reduction of $1.9 billion was recorded to retained earnings, after capital in excess of par value was depleted, for the three months ended August 2, 2019.


	Six Months Ended
	July 31, 2020				August 2, 2019
(In millions)	Shares	Cost ¹		Shares	Cost ¹
Share repurchase program	9.5	$	940	27.6	$	2,783
Shares withheld from employees	0.1	7		0.1	13
Total share repurchases	9.6	$	947	27.7	$	2,796

¹Reductions of $927 million and $2.7 billion were recorded to retained earnings, after capital in excess of par value was depleted, for the six months ended July 31, 2020, and August 2, 2019, respectively.