Shareholders' Equity

6 Months Ended

Aug. 02, 2013

Shareholders' Equity

Shareholders' Equity

Note 6: Shareholders' Equity -The Company has a share repurchase program that is executed through purchases made from time to time either in the open market or through private off-market transactions.  Shares purchased under the repurchase program are retired and returned to authorized and unissued status.  The current $5.0 billion share repurchase program, authorized by the Company's Board of Directors on February 1, 2013, has no expiration and at August 2, 2013, the Company had remaining authorization under the share repurchase program of $3.0 billion.

In February 2013, the Company entered into an Accelerated Share Repurchase (ASR) agreement with a third-party financial institution to repurchase $1.0 billion of the Company's common stock. At inception, pursuant to the agreement, the Company paid $1.0 billion to the financial institution using cash on hand, and took delivery of 23.2 million shares. During the second quarter of fiscal 2013, the Company finalized the transaction and received an additional 2.8 million shares.

In May 2013, the Company entered into an ASR agreement with a third-party financial institution to repurchase $750 million of the Company's common stock. At inception, pursuant to the agreement, the Company paid $750 million to the financial institution using cash on hand, and took delivery of 14.9 million shares. Prior to the end of the second quarter of fiscal 2013, the Company finalized the transaction and received an additional 3.6 million shares.

Under the terms of the ASR agreements, upon settlement, the Company would either receive additional shares from the financial institution or be required to deliver additional shares or cash to the financial institution. The Company controlled its election to either deliver additional shares or cash to the financial institution and was subject to provisions which limited the number of shares the Company would be required to deliver.

The final number of shares delivered upon settlement of each ASR agreement was determined with reference to the volume-weighted average price of the Company's common stock over the term of the ASR agreement. The initial repurchase of shares under these agreements resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.

These ASR agreements were accounted for as treasury stock transactions and forward stock purchase contracts.The par value of the shares received was recorded as a reduction to common stock with the remainder recorded as a reduction to capital in excess of par value and retained earnings.The forward stock purchase contract was considered indexed to the Company's own stock and was classified as an equity instrument. As of the end of the second quarter, there were no ASR agreements outstanding.

During the three and six months ended August 2, 2013, the Company also repurchased shares of its common stock through the open market totaling 5.9million and 6.2 million shares, respectively, for a cost of $253million and $263million, respectively.

The Company also withholds shares from employees to satisfy either the exercise price of stock options exercised or the statutory withholding tax liability resulting from the vesting of restricted stock awards.

Shares repurchased for the threeand six months ended August 2, 2013, and August 3, 2012were as follows:

	Three Months Ended
	August 2, 2013			August 3, 2012
(In millions)	Shares		Cost 1	Shares		Cost 1
Share repurchase program	27.1	$	1,003	36.8	$	1,000
Shares withheld from employees	0.1		2	0.1		3
Total share repurchases	27.2	$	1,005	36.9	$	1,003
	Six Months Ended
	August 2, 2013			August 3, 2012
(In millions)	Shares		Cost 2	Shares		Cost 2
Share repurchase program	50.6	$	2,013	94.7	$	2,750
Shares withheld from employees	1.0		38	1.5		43
Total share repurchases	51.6	$	2,051	96.2	$	2,793

1Reductions of $863 million and $921million were recorded to retained earnings, after capital in excess of par value was depleted, for the three months ended August 2, 2013 and August3, 2012, respectively.

2Reductions of $1.8 billion and $2.6billion were recorded to retained earnings, after capital in excess of par value was depleted, for the six months ended August 2, 2013 and August 3, 2012, respectively.