Annual report pursuant to Section 13 and 15(d)

Shareholders' Equity

v2.4.0.6
Shareholders' Equity
12 Months Ended
Jan. 28, 2012
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 487.3 million shares of Common Stock issued and 414.2 million shares of Common Stock outstanding at January 28, 2012, and with 495.0 million shares of Common Stock issued and 423.3 million shares of Common Stock outstanding at January 29, 2011 (with shares held in the Company’s treasury being treated as issued, but not outstanding).
During 2011, the Company retired 7.7 million shares of Common Stock.
The Company's board of directors approved an additional $1,000 million in authorization to purchase Common Stock on January 5, 2012. 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 $10,500 million of Common Stock. All authorizations are cumulative and do not have an expiration date. During 2011, the Company purchased approximately 16,356,500 shares of Common Stock under its share repurchase program for a total of approximately $500 million. As of January 28, 2012, approximately $1,352 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 31, 2009
495,038.5

 
(1,317.7
)
 
(73,637.0
)
 
(74,954.7
)
 
420,083.8

Stock issued under stock plans
 
 
(105.0
)
 
937.9

 
832.9

 
832.9

Stock repurchases:
 
 
 
 
 
 
 
 
 
Repurchase program
 
 
 
 
 
 

 

Other
 
 
 
 
(130.1
)
 
(130.1
)
 
(130.1
)
Deferred compensation plan distributions
 
 
56.6

 
 
 
56.6

 
56.6

Balance at January 30, 2010
495,038.5

 
(1,366.1
)
 
(72,829.2
)
 
(74,195.3
)
 
420,843.2

Stock issued under stock plans
 
 
(48.8
)
 
2,439.5

 
2,390.7

 
2,390.7

Stock repurchases:
 
 
 
 
 
 
 
 
 
Repurchase program
 
 
 
 
 
 

 

Other
 
 
 
 
(58.5
)
 
(58.5
)
 
(58.5
)
Deferred compensation plan distributions
 
 
165.9

 
 
 
165.9

 
165.9

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