Annual report pursuant to Section 13 and 15(d)

SHAREHOLDERS' EQUITY

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SHAREHOLDERS' EQUITY
 12 Months Ended
Feb. 01, 2014
Stockholders' Equity Note [Abstract]  
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY
Preferred Stock
The Company is authorized to issue 10,000,000 shares of Preferred Stock, $0.01 par value per share.  No preferred shares are issued and outstanding at February 1, 2014 and February 2, 2013.
Net Income Per Share
The following table sets forth the calculation of basic and diluted net income per share:
 
 
Year Ended
 
 
February 1,
 
February 2,
 
January 28,
(in millions, except per share data)
 
2014
 
2013
 
2012
Basic net income per share:
 
 
 
 
 
 
Net income
 
$
596.7

 
$
619.3

 
$
488.3

Weighted average number of shares
 
 

 
 

 
 

outstanding
 
218.1

 
229.3

 
240.6

Basic net income per share
 
$
2.74

 
$
2.70

 
$
2.03

Diluted net income per share:
 
 

 
 

 
 

Net income
 
$
596.7

 
$
619.3

 
$
488.3

Weighted average number of shares
 
 

 
 

 
 

outstanding
 
218.1

 
229.3

 
240.6

Dilutive effect of stock options and
 
 

 
 

 
 

restricted stock (as determined by
 
 

 
 

 
 

applying the treasury stock method)
 
1.0

 
1.4

 
1.8

Weighted average number of shares and
 
 

 
 

 
 

dilutive potential shares outstanding
 
219.1

 
230.7

 
242.4

Diluted net income per share
 
$
2.72

 
$
2.68

 
$
2.01


At February 1, 2014, February 2, 2013 and January 28, 2012, substantially all of the stock options outstanding were included in the calculation of the weighted average number of shares and dilutive potential shares outstanding.
Share Repurchase Programs
The Company repurchases shares on the open market and under Accelerated Share Repurchase agreements.

On September 17, 2013, the Company entered into two $500.0 million variable maturity accelerated share repurchase agreements to repurchase $1.0 billion of the Company’s common shares in the aggregate. One agreement is collared and the other is uncollared.

The number of shares to be received by the Company under the collared agreement is determined based on the weighted average market price of the Company’s common stock, less a discount, during a calculation period ending on or before June 2014, subject to a minimum and maximum number of shares.  Under this agreement, the Company received 7.8 million shares during the year ended February 1, 2014. This represents the minimum number of shares to be received based on a calculation using the "cap" or high-end of the price range of the "collar".
 
The number of shares to be received by the Company under the uncollared agreement is determined based on the weighted average market price of the Company's common stock, less a discount, during a calculation period ending on or before June 2014. The Company received an initial delivery of 7.2 million shares during the year ended February 1, 2014. If the actual number of shares to be repurchased under the agreement exceeds the number of shares initially delivered, the Company will receive the excess shares at the end of the calculation period. If the number of shares initially delivered exceeds the actual number of shares to be repurchased, the Company will pay or deliver an amount equal to that excess in either cash or shares at the Company's election. On February 14, 2014 the uncollared agreement concluded and the Company received an additional 1.9 million shares resulting in a total of 9.1 million shares repurchased under this agreement.
On November 21, 2011, the Company entered into an agreement to repurchase $300.0 million of the Company’s common shares under a “collared” Accelerated Share Repurchase Agreement (ASR).  Under this agreement, the Company initially received 6.8 million shares through December 13, 2011, representing the minimum number of shares to be received based on a calculation using the “cap” or high-end of the price range of the “collar.”  The ASR concluded on March 28, 2012 and the Company received an additional 0.5 million shares under the "collared" agreement resulting in 7.3 million total shares being repurchased under this ASR. The number of shares is determined based on the weighted average market price of the Company's common stock, less a discount, during a specified period of time.
On August 24, 2011, the Company entered into an agreement to repurchase $200.0 million of the Company’s common shares under a “collared” ASR.  Under this agreement, the Company initially received 5.1 million shares through September 2, 2011, representing the minimum number of shares to be received based on a calculation using the “cap” or high-end of the price range of the “collar.”  The ASR concluded on November 15, 2011 and the Company received an additional 0.3 million shares under the “collared” agreement resulting in 5.4 million total shares being repurchased under this ASR.  The number of shares is determined based on the weighted average market price of the Company’s common stock, less a discount, during a specified period of time.
On the open market, the Company repurchased 2.4 million shares for $112.1 million in fiscal 2013.  The Company repurchased 7.7 million shares for $340.2 million in fiscal 2012.  The Company repurchased 5.3 million shares for $145.9 million in fiscal 2011.  At February 1, 2014, the Company had $1.0 billion remaining under Board repurchase authorization.