Annual report pursuant to Section 13 and 15(d)

Shareholders' Equity

v2.4.1.9
Shareholders' Equity
 12 Months Ended
Jan. 31, 2015
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 379.6 million shares of Common Stock issued and 340.6 million shares of Common Stock outstanding at January 31, 2015, and with 410.6 million shares of Common Stock issued and 364.9 million shares of Common Stock outstanding at February 1, 2014 (with shares held in the Company’s treasury being treated as issued, but not outstanding).
The Company retired 31.0 million, 34.0 million and 42.7 million shares of Common Stock during 2014, 2013 and 2012, respectively.
The Company's board of directors approved an additional authorization to purchase Common Stock of $1,500 million on May 14, 2014. 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 $15,000 million of Common Stock. All authorizations are cumulative and do not have an expiration date. 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. 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. As of January 31, 2015, $1,032 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 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

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

Accumulated Other Comprehensive Loss
For the Company, the only component of accumulated other comprehensive loss for 2014, 2013 and 2012 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. See Note 9, "Retirement Plans," and Note 10, "Postretirement Health Care and Life Insurance Benefits," for further information.