Annual report pursuant to Section 13 and 15(d)

Shareholders' Equity

v3.7.0.1
Shareholders' Equity
12 Months Ended
Jan. 28, 2017
Stockholders' Equity Note [Abstract]  
Shareholders' Equity
Shareholders’ Equity
The authorized shares of the Company consist of 125 million shares of preferred stock (“Preferred Stock”), par value of $.01 per share, with no shares issued, and 1,000 million shares of Common Stock, par value of $.01 per share, with 333.6 million shares of Common Stock issued and 304.1 million shares of Common Stock outstanding at January 28, 2017, and with 341.6 million shares of Common Stock issued and 310.3 million shares of Common Stock outstanding at January 30, 2016 (with shares held in the Company’s treasury being treated as issued, but not outstanding).
The Company retired 8.0 million, 38.0 million and 31.0 million shares of Common Stock during 2016, 2015 and 2014, respectively.
The Company's board of directors approved an additional authorization to purchase Common Stock of $1,500 million on February 26, 2016. Combined with previous authorizations commencing in January 2000, the Company’s board of directors has from time to time approved authorizations to purchase, in the aggregate, up to $18,000 million of Common Stock. All authorizations are cumulative and do not have an expiration date. During 2016, the Company purchased approximately 7.9 million shares of Common Stock under its share repurchase program for a total of $316 million. During 2015, the Company purchased approximately 34.8 million shares of Common Stock under its share repurchase program for a total of $2,000 million. During 2014, the Company purchased approximately 31.9 million shares of Common Stock under its share repurchase program for a total of $1,900 million. As of January 28, 2017, $1,716 million of authorization remained unused. The Company may continue or, from time to time, suspend repurchases of its shares under its share repurchase program, depending on prevailing market conditions, alternative uses of capital and other factors.
Common Stock
The holders of the Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Subject to preferential rights that may be applicable to any Preferred Stock, holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Board of Directors in its discretion, out of funds legally available therefor.
Treasury Stock
Treasury stock contains shares repurchased under the share repurchase program, shares repurchased to cover employee tax liabilities related to stock plan activity and shares maintained in a trust related to deferred compensation plans. Under the deferred compensation plans, shares are maintained in a trust to cover the number estimated to be needed for distribution on account of stock credits currently outstanding.
Changes in the Company’s Common Stock issued and outstanding, including shares held by the Company’s treasury, are as follows:
 
 
 
Treasury Stock
 
 
 
Common
Stock
Issued
 
Deferred
Compensation
Plans
 
Other
 
Total
 
Common
Stock
Outstanding
 
 
 
 
 
(thousands)
 
 
 
 
Balance at February 1, 2014
410,605.8

 
(1,229.2
)
 
(44,441.6
)
 
(45,670.8
)
 
364,935.0

Stock issued under stock plans
 
 
(54.8
)
 
7,490.6

 
7,435.8

 
7,435.8

Stock repurchases
 
 
 
 
 
 
 
 
 
Repurchase program
 
 
 
 
(31,874.9
)
 
(31,874.9
)
 
(31,874.9
)
Other
 
 
 
 
(27.0
)
 
(27.0
)
 
(27.0
)
Deferred compensation plan distributions
 
 
104.8

 
 
 
104.8

 
104.8

Retirement of common stock
(31,000.0
)
 
 
 
31,000.0

 
31,000.0

 

Balance at January 31, 2015
379,605.8

 
(1,179.2
)
 
(37,852.9
)
 
(39,032.1
)
 
340,573.7

Stock issued under stock plans
 
 
(60.4
)
 
4,493.5

 
4,433.1

 
4,433.1

Stock repurchases
 
 
 
 
 
 
 
 
 
Repurchase program
 
 
 
 
(34,806.8
)
 
(34,806.8
)
 
(34,806.8
)
Other
 
 
 
 
(12.7
)
 
(12.7
)
 
(12.7
)
Deferred compensation plan distributions
 
 
68.8

 
 
 
68.8

 
68.8

Retirement of common stock
(38,000.0
)
 
 
 
38,000.0

 
38,000.0

 

Balance at January 30, 2016
341,605.8

 
(1,170.8
)
 
(30,178.9
)
 
(31,349.7
)
 
310,256.1

Stock issued under stock plans
 
 
(87.0
)
 
1,611.7

 
1,524.7

 
1,524.7

Stock repurchases
 
 
 
 
 
 
 
 
 
Repurchase program
 
 
 
 
(7,874.3
)
 
(7,874.3
)
 
(7,874.3
)
Other
 
 
 
 
(4.6
)
 
(4.6
)
 
(4.6
)
Deferred compensation plan distributions
 
 
160.9

 
 
 
160.9

 
160.9

Retirement of common stock
(8,000.0
)
 
 
 
8,000.0

 
8,000.0

 

Balance at January 28, 2017
333,605.8

 
(1,096.9
)
 
(28,446.1
)
 
(29,543.0
)
 
304,062.8

Accumulated Other Comprehensive Loss
For the Company, the only component of accumulated other comprehensive loss for 2016, 2015 and 2014 relates to post employment and postretirement plan items. The net actuarial gains and losses and prior service costs and credits related to post employment and postretirement benefit plans are reclassified out of accumulated other comprehensive loss and included in the computation of net periodic benefit cost (income) and are included in SG&A expenses in the Consolidated Statements of Income. In addition, the Company incurred the pro-rata recognition of net actuarial losses associated with an increase in lump sum distributions associated with store closings, a voluntary separation program, organizational restructuring, and periodic distribution activity as settlement charges in the Consolidated Statements of Income. See Note 9, "Retirement Plans," and Note 10, "Postretirement Health Care and Life Insurance Benefits," for further information.