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Share-Based Compensation | 12 Months Ended
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Feb. 02, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Share-Based Compensation | Note 10. Share-Based Compensation Share-based compensation expense is as follows:
|  | Fiscal Year
($ in millions) |  | 2012 |  | 2011 |  | 2010
Stock units |  | $ | 92 |  |  | $ | 39 |  |  | $ | 59 |
Stock options |  | 17 |  |  | 15 |  |  | 14 |
Employee stock purchase plan |  | 4 |  |  | 4 |  |  | 4 |
Share-based compensation expense |  | 113 |  |  | 58 |  |  | 77 |
Less: Income tax benefit |  | (44 | ) |  | (23 | ) |  | (31 | )
Share-based compensation expense, net of tax |  | $ | 69 |  |  | $ | 35 |  |  | $ | 46 |
No material share-based compensation expense was capitalized in fiscal 2012, 2011, or 2010. There were no material modifications made to our outstanding stock options and other stock awards in fiscal 2012, 2011, or 2010. General Description of Stock Option and Other Stock Award Plans The 1996 Stock Option and Award Plan (the “1996 Plan”) was established on March 26, 1996 and amended and restated on January 28, 2003. The 1996 Plan was further amended and restated on January 24, 2006 and renamed the 2006 Long-Term Incentive Plan (the “2006 Plan”). The 2006 Plan was amended and restated on August 20, 2008. The 2006 Plan was further amended and restated on May 17, 2011 and renamed the 2011 Long-Term Incentive Plan (the “2011 Plan”). Under the 2011 Plan, nonqualified stock options and other stock awards are granted to officers, directors, eligible employees, and consultants at exercise prices or initial values equal to the fair market value of the Company’s common stock at the date of grant or as determined by the Compensation and Management Development Committee of the Board of Directors (the “Committee”). The 2002 Stock Option Plan (the “2002 Plan”) was established on January 1, 1999. The 2002 Plan empowered the Committee to award nonqualified stock options to non-officer employees. On May 9, 2006, the 2002 Plan was discontinued, and those awards then outstanding continued to be subject to the terms of the 2002 Plan under which they were granted. Pursuant to the 2011 Plan, any shares (not to exceed 28,019,786 shares) that otherwise would have been returned to the 2002 Plan after May 9, 2006 on account of expiration, cancellation, or forfeiture of awards granted are available for grant under the 2011 Plan. As of February 2, 2013, there were 216,586,781 shares that have been authorized for issuance under the 2011 Plan, including those shares available for issuance under the 2002 Plan, which have or may become available for issuance under the 2011 Plan. All shares related to stock options and other stock awards are issued from treasury stock. Stock Units Under the 2011 Plan, Stock Units are granted to employees and members of the Board of Directors. Vesting generally occurs over a period of three to four years of continued service by the employee in equal annual installments. Vesting is immediate in the case of members of the Board of Directors. In some cases, vesting is subject to the attainment of a pre-determined financial target (“Performance Shares”). Performance Shares generally vest over a period of three to four years. At the end of each reporting period, we evaluate the probability that the Performance Shares will vest. We record share-based compensation expense on an accelerated basis based on the grant-date fair value and the probability that the pre-determined financial target will be achieved. A summary of Stock Unit activity under the 2011 Plan for fiscal 2012 is as follows:
|  | Shares |  | Weighted-Average Grant-Date Fair Value
Balance as of January 28, 2012 |  | 7,937,101 |  |  | $ | 18.74 |
Granted |  | 3,798,940 |  |  | $ | 25.00 |
Granted, with vesting subject to performance conditions |  | 2,105,971 |  |  | $ | 24.84 |
Vested |  | (2,922,254 | ) |  | $ | 17.08 |
Forfeited |  | (1,554,323 | ) |  | $ | 21.82 |
Balance as of February 2, 2013 |  | 9,365,435 |  |  | $ | 22.62 |
A summary of additional information about Stock Units is as follows:
|  | Fiscal Year
|  | 2012 |  | 2011 |  | 2010
Weighted-average fair value per share of Stock Units granted |  | $ | 24.95 |  |  | $ | 20.19 |  |  | $ | 21.84 |
Grant-date fair value of Stock Units vested (in millions) |  | $ | 50 |  |  | $ | 58 |  |  | $ | 58 |
The aggregate intrinsic value of unvested Stock Units as of February 2, 2013 was $309 million. As of February 2, 2013, there was $92 million (before any related tax benefit) of unrecognized share-based compensation, adjusted for estimated forfeitures, related to unvested Stock Units, which is expected to be recognized over a weighted-average period of 2.04 years. Total unrecognized share-based compensation may be adjusted for future changes in estimated forfeitures. Stock Units Granted Based on Performance Metrics Under the 2011 Plan, some Stock Units are granted to certain employees only after the achievement of pre-determined performance metrics. Once the Stock Unit is granted, vesting is then subject to continued service by the employee, and expense is recognized over a period of three years on an accelerated basis. At the end of each reporting period, we evaluate the probability that Stock Units will be granted. We record share-based compensation expense based on the probability that the performance metrics will be achieved, with an offsetting increase to current liabilities. We revalue the liability at the end of each reporting period and record an adjustment to share-based compensation expense as required, based on the probability that the performance metrics will be achieved. Upon achievement of the performance metrics, a Stock Unit is granted. At that time, the associated liability is reclassified to stockholders’ equity. Out of 3,798,940 Stock Units granted in fiscal 2012, 235,451 Stock Units were granted based on satisfaction of performance metrics. The liability related to potential Stock Units based on performance metrics, which is recorded in accrued expenses and other current liabilities in the Consolidated Balance Sheets, was $3 million and $1 million as of February 2, 2013 and January 28, 2012, respectively. Stock Options We have stock options outstanding under the 2011 Plan and the 2002 Plan. Stock options generally expire 10 years from the grant date, three months after employee termination, or one year after the date of an employee’s retirement or death, if earlier. Vesting generally occurs over a period of four years of continued service by the employee, with 25 percent vesting on each of the four anniversary dates. The fair value of stock options issued during fiscal 2012, 2011, and 2010 was estimated on the date of grant using the following assumptions:
|  | Fiscal Year
|  | 2012 |  | 2011 |  | 2010
Expected term (in years) |  | 4.6 |  |  | 4.9 |  |  | 4.8 |
Expected volatility |  | 33.6 | % |  | 30.6 | % |  | 29.0 | %
Dividend yield |  | 2.1 | % |  | 2.1 | % |  | 1.8 | %
Risk-free interest rate |  | 1.0 | % |  | 2.3 | % |  | 2.7 | %
A summary of stock option activity under the 2011 Plan and the 2002 Plan for fiscal 2012 is as follows:
|  | Shares |  | Weighted- Average Exercise Price
Balance as of January 28, 2012 |  | 20,597,538 |  |  | $ | 19.10 |
Granted |  | 2,467,175 |  |  | $ | 26.52 |
Exercised |  | (9,454,063 | ) |  | $ | 18.93 |
Forfeited/Expired |  | (810,295 | ) |  | $ | 20.43 |
Balance as of February 2, 2013 |  | 12,800,355 |  |  | $ | 20.56 |
A summary of additional information about stock options is as follows:
|  | Fiscal Year
|  | 2012 |  | 2011 |  | 2010
Weighted-average fair value per share of stock options granted |  | $ | 6.35 |  |  | $ | 5.28 |  |  | $ | 5.57 |
Aggregate intrinsic value of stock options exercised (in millions) |  | $ | 94 |  |  | $ | 19 |  |  | $ | 19 |
Fair value of stock options vested (in millions) |  | $ | 15 |  |  | $ | 15 |  |  | $ | 15 |
Information about stock options outstanding, vested or expected to vest, and exercisable as of February 2, 2013 is as follows:
|  | Options Outstanding |  | Options Exercisable
Range of Exercise Prices |  | Number of Shares as of February 2, 2013 |  | Weighted- Average Remaining Contractual Life (in years) |  | Weighted- Average Exercise Price |  | Number of Shares as of February 2, 2013 |  | Weighted- Average Exercise Price
$11.77 - $16.44 |  | 2,817,605 |  |  | 4.60 |  | $ | 15.01 |  |  | 1,981,010 |  |  | $ | 15.36 |
$16.90 - $19.68 |  | 3,127,468 |  |  | 4.54 |  | $ | 18.92 |  |  | 2,644,343 |  |  | $ | 18.94 |
$19.72 - $21.79 |  | 3,176,244 |  |  | 5.86 |  | $ | 21.60 |  |  | 1,435,212 |  |  | $ | 21.42 |
$21.88 - $25.09 |  | 3,281,788 |  |  | 7.85 |  | $ | 24.21 |  |  | 596,340 |  |  | $ | 22.90 |
$27.43 - $36.10 |  | 397,250 |  |  | 9.70 |  | $ | 34.50 |  |  | 750 |  |  | $ | 28.41 |
|  | 12,800,355 |  |  | 5.89 |  | $ | 20.56 |  |  | 6,657,655 |  |  | $ | 18.77 |
Vested or expected to vest as of February 2, 2013 |  | 11,376,064 |  |  | 5.61 |  | $ | 20.32 |  |  |  |  |
The aggregate intrinsic value of options outstanding, options vested or expected to vest, and options exercisable as of February 2, 2013 was $160 million, $144 million, and $95 million, respectively. Stock options exercisable as of February 2, 2013 had a weighted-average remaining contractual life of 4.15 years. Employee Stock Purchase Plan Under our Employee Stock Purchase Plan (“ESPP”), eligible U.S. employees are able to purchase our common stock at 85 percent of the closing price on the New York Stock Exchange on the last day of the three-month purchase periods. Accordingly, compensation expense is recognized for an amount equal to the 15 percent discount. Employees pay for their stock purchases through payroll deductions at a rate equal to any whole percentage from 1 percent to 15 percent. There were 960,930, 1,357,769, and 1,301,167 shares issued under the ESPP in fiscal 2012, 2011, and 2010, respectively. As of February 2, 2013, there were 5,064,960 shares reserved for future issuances under the ESPP.

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Statement of Position (SOP) -Number 93-6 -Paragraph 53 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 123R -Paragraph 64, 65, A240 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
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