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Earnings Per Share and Shareholders’ Equity (Deficit)
 3 Months Ended
Apr. 30, 2022
Earnings Per Share And Shareholders' Equity [Abstract]  
Earnings Per Share and Shareholders’ Equity (Deficit) Earnings Per Share and Shareholders’ Equity (Deficit)
Earnings Per Share
Earnings per basic share is computed based on the weighted-average number of common shares outstanding. Earnings per diluted share include the weighted-average effect of dilutive restricted stock units, performance share units and stock options (collectively, "Dilutive Awards") on the weighted-average common shares outstanding.
The following table provides the weighted-average shares utilized for the calculation of basic and diluted earnings per share for the first quarters of 2022 and 2021:
 First Quarter
20222021
(in millions)
Common Shares255 288 
Treasury Shares(15)(9)
Basic Shares240 279 
Effect of Dilutive Awards3 5 
Diluted Shares243 284 
Anti-dilutive Awards (a)— 1 
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(a)The awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
Common Stock Share Repurchases
March 2021 Repurchase Program
In March 2021, the Company's Board authorized a $500 million share repurchase plan (the "March 2021 Program"), which replaced the $79 million remaining under a March 2018 repurchase program.
The Company repurchased the following shares of its common stock during the first quarter of 2021 under the March 2021 Program:
Repurchase ProgramAmount AuthorizedShares
Repurchased		Amount
Repurchased		Average Stock Price
(in millions)(in thousands)(in millions)
March 2021 (a)$500 2,608 $165 $63.31 
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(a)Reflects repurchases of L Brands, Inc. common stock prior to the August 2, 2021 spin-off of Victoria's Secret & Co.
There were share repurchases of $10 million reflected in Accounts Payable on the May 1, 2021 Consolidated Balance Sheet.
February 2022 Repurchase Program
In February 2022, the Company's Board authorized a new $1.5 billion share repurchase program (the "February 2022 Program"). As part of the February 2022 Program, the Company entered into an accelerated share repurchase program ("ASR") under which the Company repurchased $1 billion of its own outstanding common stock. Pursuant to the Board's authorization, the Company made other open market share repurchases under the February 2022 Program during the first quarter of 2022.
On February 4, 2022, the Company delivered $1 billion to the ASR bank, and the bank delivered 13.6 million shares of common stock to the Company (the "Initial Shares"). Pursuant to the terms of the ASR, the Initial Shares represented 80% of the number of shares determined by dividing the $1 billion Company payment by the closing price of its common stock on February 2, 2022. At final settlement in May 2022, the Company received an additional 6.7 million shares of its common stock from the ASR bank, which were retired upon receipt. The final number of shares of common stock delivered under the ASR was based generally upon a discount to the average daily Rule 10b-18 volume-weighted average price at which the shares of common stock traded during the regular trading sessions on the NYSE during the term of the repurchase period.
As of April 30, 2022, the $1 billion payment to the ASR bank was recognized as a reduction to Shareholder's Equity (Deficit), consisting of an $800 million increase in Treasury Stock, which reflected the value of the Initial Shares, and a $200 million decrease in Paid-in Capital, which reflected the value of the common stock pending the final settlement of the ASR. The delivery of the Initial Shares resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net income per share for the first quarter of 2022. The $200 million recorded in Paid-in Capital as of April 30, 2022 will be reclassified in the second quarter of 2022 in connection with the final settlement of the ASR.
The Company repurchased the following shares of its common stock during the first quarter of 2022 under the February 2022 Program:
Repurchase ProgramAmount AuthorizedShares
Repurchased		Amount
Repurchased		Average Stock Price
(in millions)(in thousands)(in millions)
February 2022$1,500 4,721 $235 $49.81 
February 2022 - Accelerated Share Repurchase Program (a)13,624 800 58.72 
Total18,345 $1,035 
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(a)Repurchased amounts exclude the shares received at final settlement subsequent to April 30, 2022, as well as the $200 million paid during the first quarter related to those shares.
The February 2022 Program had $265 million of remaining authority as of April 30, 2022. There were share repurchases of $8 million reflected in Accounts Payable on the April 30, 2022 Consolidated Balance Sheet.
Subsequent to April 30, 2022, the Company repurchased an additional 1.3 million shares of its common stock for $62 million under the February 2022 Program.
Common Stock Retirement
In accordance with the Company's Board of Directors' resolution, shares of common stock repurchased under the February 2022 Program were to be retired and cancelled upon repurchase, including the Initial Shares. As a result, the Company retired 18 million shares repurchased under the February 2022 Program during the first quarter of 2022, which resulted in reductions of $9 million in the par value of Common Stock, $61 million in Paid-in Capital and $965 million in Retained Earnings (Accumulated Deficit).
Dividends
The Company's Board suspended the Company's quarterly cash dividend beginning in the second quarter of 2020. In March 2021, the Company's Board reinstated the annual dividend at $0.60 per share, beginning with the quarterly dividend paid in June 2021. In February 2022, the Company's Board increased the annual dividend to $0.80 per share, beginning with the quarterly dividend paid in March 2022.
Under the authority and declaration of the Board, the Company paid the following dividend during the first quarter of 2022:
Ordinary DividendsTotal Paid
(per share)(in millions)
2022
First Quarter$0.20 $48 
In May 2022, the Company's Board declared the second quarter 2022 ordinary dividend of $0.20 per share payable on June 17, 2022 to shareholders of record at the close of business on June 3, 2022.