Annual report pursuant to Section 13 and 15(d)

Shareholders' Equity

v2.4.0.8
Shareholders' Equity
12 Months Ended
Feb. 01, 2014
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 410.6 million shares of Common Stock issued and 364.9 million shares of Common Stock outstanding at February 1, 2014, and with 444.6 million shares of Common Stock issued and 387.7 million shares of Common Stock outstanding at February 2, 2013 (with shares held in the Company’s treasury being treated as issued, but not outstanding).
The Company retired 34.0 million, 42.7 million and 7.7 million shares of Common Stock during 2013, 2012 and 2011, respectively.
The Company's board of directors approved an additional authorization to purchase Common Stock of $1,500 million on May 15, 2013. 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 $13,500 million of Common Stock. All authorizations are cumulative and do not have an expiration date. During 2013, the Company purchased approximately 33.6 million shares of Common Stock under its share repurchase program for a total of $1,570 million. During 2012, the Company purchased approximately 35.6 million shares of Common Stock under its share repurchase program for a total of $1,350 million. During 2011, the Company purchased approximately 16.4 million shares of Common Stock under its share repurchase program for a total of $500 million. As of February 1, 2014, $1,432 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 January 29, 2011
495,038.5

 
(1,249.0
)
 
(70,448.2
)
 
(71,697.2
)
 
423,341.3

Stock issued under stock plans
 
 
(87.2
)
 
7,274.1

 
7,186.9

 
7,186.9

Stock repurchases
 
 
 
 
 
 
 
 
 
Repurchase program
 
 
 
 
(16,356.5
)
 
(16,356.5
)
 
(16,356.5
)
Other
 
 
 
 
(80.1
)
 
(80.1
)
 
(80.1
)
Deferred compensation plan distributions
 
 
89.4

 
 
 
89.4

 
89.4

Retirement of common stock
(7,700.0
)
 
 
 
7,700.0

 
7,700.0

 

Balance at January 28, 2012
487,338.5

 
(1,246.8
)
 
(71,910.7
)
 
(73,157.5
)
 
414,181.0

Stock issued under stock plans
 
 
(89.2
)
 
10,325.1

 
10,235.9

 
10,235.9

Stock repurchases
 
 
 
 
 
 
 
 
 
Repurchase program
 
 
 
 
(35,572.9
)
 
(35,572.9
)
 
(35,572.9
)
Other
 
 
 
 
(1,269.4
)
 
(1,269.4
)
 
(1,269.4
)
Deferred compensation plan distributions
 
 
126.5

 
 
 
126.5

 
126.5

Retirement of common stock
(42,732.7
)
 
 
 
42,732.7

 
42,732.7

 

Balance at February 2, 2013
444,605.8

 
(1,209.5
)
 
(55,695.2
)
 
(56,904.7
)
 
387,701.1

Stock issued under stock plans
 
 
(85.2
)
 
10,891.1

 
10,805.9

 
10,805.9

Stock repurchases
 
 
 
 
 
 
 
 
 
Repurchase program
 
 
 
 
(33,625.3
)
 
(33,625.3
)
 
(33,625.3
)
Other
 
 
 
 
(12.2
)
 
(12.2
)
 
(12.2
)
Deferred compensation plan distributions
 
 
65.5

 
 
 
65.5

 
65.5

Retirement of common stock
(34,000.0
)
 
 
 
34,000.0

 
34,000.0

 

Balance at February 1, 2014
410,605.8

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

Accumulated Other Comprehensive Loss
The following tables shows for 2013, 2012 and 2011 the beginning and ending balance of, and the activity associated with, accumulated other comprehensive loss, net of income tax effects:
 
Unrealized Gains on Marketable Securities
 
Post Employment and Postretirement Benefit Plans
 
Total Accumulated Other Comprehensive (Income) Loss
 
(millions)
Balance at January 29, 2011
$
(10
)
 
$
740

 
$
730

Other comprehensive loss
10

 
321

 
331

Balance at January 28, 2012

 
1,061

 
1,061

Other comprehensive income

 
(130
)
 
(130
)
Balance at February 2, 2013

 
931

 
931

Other comprehensive income

 
(266
)
 
(266
)
Balance at February 1, 2014
$

 
$
665

 
$
665


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 costs and included in SG&A expenses in the Consolidated Statements of Income. See Note 9, "Retirement Plans," and Note 10, "Postretirement Health Care and Life Insurance Benefits," for further information. On February 25, 2011, the Company sold its investment in The Knot, Inc. and unrecognized gains in accumulated other comprehensive income were reclassified and recognized into SG&A expenses in the Consolidated Statements of Income.