Annual report pursuant to Section 13 and 15(d)

SHAREHOLDERS' EQUITY

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SHAREHOLDERS' EQUITY
 12 Months Ended
Jan. 31, 2015
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 January 31, 2015 and February 1, 2014.
Net Income Per Share
The following table sets forth the calculation of basic and diluted net income per share:
 
 
Year Ended
 
 
January 31,
 
February 1,
 
February 2,
(in millions, except per share data)
 
2015
 
2014
 
2013
Basic net income per share:
 
 
 
 
 
 
Net income
 
$
599.2

 
$
596.7

 
$
619.3

Weighted average number of shares
 
 

 
 

 
 

outstanding
 
206.0

 
218.1

 
229.3

Basic net income per share
 
$
2.91

 
$
2.74

 
$
2.70

Diluted net income per share:
 
 

 
 

 
 

Net income
 
$
599.2

 
$
596.7

 
$
619.3

Weighted average number of shares
 
 

 
 

 
 

outstanding
 
206.0

 
218.1

 
229.3

Dilutive effect of stock options and
 
 

 
 

 
 

restricted stock (as determined by
 
 

 
 

 
 

applying the treasury stock method)
 
1.0

 
1.0

 
1.4

Weighted average number of shares and
 
 

 
 

 
 

dilutive potential shares outstanding
 
207.0

 
219.1

 
230.7

Diluted net income per share
 
$
2.90

 
$
2.72

 
$
2.68


At January 31, 2015, February 1, 2014 and February 2, 2013, 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 was collared and the other was uncollared.

The number of shares to be received by the Company under the collared agreement was 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". On May 15, 2014 the collared agreement concluded and the Company received an additional 1.2 million shares resulting in a total of 9.0 million shares repurchased under this agreement.
 
The number of shares to be received by the Company under the uncollared agreement was 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. 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 was determined based on the weighted average market price of the Company's common stock, less a discount, during a specified period of time.
The Company did not repurchase any shares of common stock on the open market in 2014.  The Company repurchased 2.4 million shares for $112.1 million on the open market in fiscal 2013 and 7.7 million shares for $340.2 million on the open market in fiscal 2012.  At January 31, 2015, the Company had $1.0 billion remaining under Board repurchase authorization.