x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
|
26-0037077
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(State or other jurisdiction of incorporation or organization)
|
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(I.R.S. Employer Identification No.)
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|
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6501 Legacy Drive, Plano, Texas
|
|
75024 - 3698
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
|
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(Do not check if a smaller reporting company)
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|
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Page
|
|
|
|
|
|
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Three Months Ended
|
||||||
(In millions, except per share data)
|
May 3,
2014 |
|
May 4,
2013 |
||||
Total net sales
|
$
|
2,801
|
|
|
$
|
2,635
|
|
Cost of goods sold
|
1,875
|
|
|
1,823
|
|
||
Gross margin
|
926
|
|
|
812
|
|
||
Operating expenses/(income):
|
|
|
|
||||
Selling, general and administrative (SG&A)
|
1,009
|
|
|
1,078
|
|
||
Pension
|
1
|
|
|
34
|
|
||
Depreciation and amortization
|
158
|
|
|
136
|
|
||
Real estate and other, net
|
(17
|
)
|
|
(22
|
)
|
||
Restructuring and management transition
|
22
|
|
|
72
|
|
||
Total operating expenses
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1,173
|
|
|
1,298
|
|
||
Operating income/(loss)
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(247
|
)
|
|
(486
|
)
|
||
Net interest expense
|
97
|
|
|
61
|
|
||
Income/(loss) before income taxes
|
(344
|
)
|
|
(547
|
)
|
||
Income tax expense/(benefit)
|
8
|
|
|
(199
|
)
|
||
Net income/(loss)
|
$
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(352
|
)
|
|
$
|
(348
|
)
|
Earnings/(loss) per share:
|
|
|
|
||||
Basic
|
$
|
(1.15
|
)
|
|
$
|
(1.58
|
)
|
Diluted
|
$
|
(1.15
|
)
|
|
$
|
(1.58
|
)
|
Weighted average shares – basic
|
305.0
|
|
|
219.9
|
|
||
Weighted average shares – diluted
|
305.0
|
|
|
219.9
|
|
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Three Months Ended
|
||||||
($ in millions)
|
May 3,
2014 |
|
May 4,
2013 |
||||
Net income/(loss)
|
$
|
(352
|
)
|
|
$
|
(348
|
)
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
||||
Real estate investment trusts (REITs)
|
|
|
|
||||
Unrealized gain/(loss)
|
—
|
|
|
3
|
|
||
Retirement benefit plans
|
|
|
|
||||
Reclassification for amortization of net actuarial (gain)/loss
|
11
|
|
|
28
|
|
||
Reclassification for amortization of prior service (credit)/cost
|
(1
|
)
|
|
(1
|
)
|
||
Total other comprehensive income/(loss), net of tax
|
10
|
|
|
30
|
|
||
Total comprehensive income/(loss), net of tax
|
$
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(342
|
)
|
|
$
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(318
|
)
|
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May 3,
2014 |
|
May 4,
2013 |
|
February 1,
2014 |
||||||
(In millions, except per share data)
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(Unaudited)
|
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(Unaudited)
|
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|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
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|
||||||
Cash in banks and in transit
|
$
|
176
|
|
|
$
|
163
|
|
|
$
|
113
|
|
Cash short-term investments
|
994
|
|
|
658
|
|
|
1,402
|
|
|||
Cash and cash equivalents
|
1,170
|
|
|
821
|
|
|
1,515
|
|
|||
Merchandise inventory
|
2,835
|
|
|
2,798
|
|
|
2,935
|
|
|||
Deferred taxes
|
178
|
|
|
113
|
|
|
193
|
|
|||
Prepaid expenses and other
|
212
|
|
|
200
|
|
|
190
|
|
|||
Total current assets
|
4,395
|
|
|
3,932
|
|
|
4,833
|
|
|||
Property and equipment (net of accumulated depreciation of $3,439, $3,104 and $3,315)
|
5,510
|
|
|
5,690
|
|
|
5,619
|
|
|||
Prepaid pension
|
682
|
|
|
7
|
|
|
663
|
|
|||
Other assets
|
705
|
|
|
743
|
|
|
686
|
|
|||
Total Assets
|
$
|
11,292
|
|
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$
|
10,372
|
|
|
$
|
11,801
|
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Liabilities and Stockholders’ Equity
|
|
|
|
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|
||||||
Current liabilities:
|
|
|
|
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|
||||||
Merchandise accounts payable
|
$
|
841
|
|
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$
|
1,248
|
|
|
$
|
948
|
|
Other accounts payable and accrued expenses
|
1,167
|
|
|
1,524
|
|
|
1,198
|
|
|||
Short-term borrowings
|
650
|
|
|
850
|
|
|
650
|
|
|||
Current portion of capital leases and note payable
|
30
|
|
|
26
|
|
|
27
|
|
|||
Current maturities of long-term debt
|
23
|
|
|
—
|
|
|
23
|
|
|||
Total current liabilities
|
2,711
|
|
|
3,648
|
|
|
2,846
|
|
|||
Long-term capital leases and note payable
|
57
|
|
|
82
|
|
|
62
|
|
|||
Long-term debt
|
4,834
|
|
|
2,868
|
|
|
4,839
|
|
|||
Deferred taxes
|
365
|
|
|
250
|
|
|
335
|
|
|||
Other liabilities
|
572
|
|
|
658
|
|
|
632
|
|
|||
Total Liabilities
|
8,539
|
|
|
7,506
|
|
|
8,714
|
|
|||
Stockholders’ Equity
|
|
|
|
|
|
||||||
Common stock
(1)
|
152
|
|
|
110
|
|
|
152
|
|
|||
Additional paid-in capital
|
4,579
|
|
|
3,812
|
|
|
4,571
|
|
|||
Reinvested earnings/(accumulated deficit)
|
(1,360
|
)
|
|
32
|
|
|
(1,008
|
)
|
|||
Accumulated other comprehensive income/(loss)
|
(618
|
)
|
|
(1,088
|
)
|
|
(628
|
)
|
|||
Total Stockholders’ Equity
|
2,753
|
|
|
2,866
|
|
|
3,087
|
|
|||
Total Liabilities and Stockholders’ Equity
|
$
|
11,292
|
|
|
$
|
10,372
|
|
|
$
|
11,801
|
|
(1)
|
1,250 million shares of common stock are authorized with a par value of $0.50 per share. The total shares issued and outstanding were
304.8 million
,
219.9 million
and
304.6 million
as of
May 3, 2014
,
May 4, 2013
and
February 1, 2014
, respectively.
|
|
Three Months Ended
|
||||||
($ in millions)
|
May 3,
2014 |
|
May 4,
2013 |
||||
Cash flows from operating activities
|
|
|
|
||||
Net income/(loss)
|
$
|
(352
|
)
|
|
$
|
(348
|
)
|
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
|
|
|
|
||||
Restructuring and management transition
|
2
|
|
|
37
|
|
||
Asset impairments and other charges
|
2
|
|
|
2
|
|
||
Net gain on sale of non-operating assets
|
(12
|
)
|
|
—
|
|
||
Net gain on sale of operating assets
|
(1
|
)
|
|
(16
|
)
|
||
Depreciation and amortization
|
158
|
|
|
136
|
|
||
Benefit plans
|
(9
|
)
|
|
17
|
|
||
Stock-based compensation
|
7
|
|
|
5
|
|
||
Deferred taxes
|
(5
|
)
|
|
(164
|
)
|
||
Change in cash from:
|
|
|
|
||||
Inventory
|
100
|
|
|
(457
|
)
|
||
Prepaid expenses and other assets
|
(27
|
)
|
|
50
|
|
||
Merchandise accounts payable
|
(107
|
)
|
|
85
|
|
||
Current income taxes
|
10
|
|
|
55
|
|
||
Accrued expenses and other
|
(37
|
)
|
|
(154
|
)
|
||
Net cash provided by/(used in) operating activities
|
(271
|
)
|
|
(752
|
)
|
||
Cash flows from investing activities
|
|
|
|
||||
Capital expenditures
|
(80
|
)
|
|
(214
|
)
|
||
Net proceeds from sale of non-operating assets
|
15
|
|
|
—
|
|
||
Net proceeds from sale of operating assets
|
2
|
|
|
18
|
|
||
Net cash provided by/(used in) investing activities
|
(63
|
)
|
|
(196
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from short-term borrowings
|
—
|
|
|
850
|
|
||
Payments of capital leases and note payable
|
(5
|
)
|
|
(5
|
)
|
||
Payments of long-term debt
|
(5
|
)
|
|
—
|
|
||
Financing costs
|
—
|
|
|
(8
|
)
|
||
Proceeds from stock options exercised
|
—
|
|
|
5
|
|
||
Tax withholding payments for vested restricted stock
|
(1
|
)
|
|
(3
|
)
|
||
Net cash provided by/(used in) financing activities
|
(11
|
)
|
|
839
|
|
||
Net increase/(decrease) in cash and cash equivalents
|
(345
|
)
|
|
(109
|
)
|
||
Cash and cash equivalents at beginning of period
|
1,515
|
|
|
930
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,170
|
|
|
$
|
821
|
|
Supplemental cash flow information
|
|
|
|
||||
Income taxes received/(paid), net
|
(3
|
)
|
|
90
|
|
||
Interest received/(paid), net
|
(126
|
)
|
|
(84
|
)
|
||
Supplemental non-cash investing and financing activity
|
|
|
|
||||
Property contributed to joint venture
|
30
|
|
|
—
|
|
||
Increase/(decrease) in other accounts payable related to purchases of property and equipment
|
1
|
|
|
280
|
|
|
Three Months Ended
|
||||||
(in millions, except per share data)
|
May 3,
2014 |
|
May 4,
2013 |
||||
Earnings/(loss)
|
|
|
|
||||
Net income/(loss)
|
$
|
(352
|
)
|
|
$
|
(348
|
)
|
Shares
|
|
|
|
||||
Weighted average common shares outstanding (basic shares)
|
305.0
|
|
|
219.9
|
|
||
Adjustment for assumed dilution:
|
|
|
|
||||
Stock options, restricted stock awards and warrant
|
—
|
|
|
—
|
|
||
Weighted average shares assuming dilution (diluted shares)
|
305.0
|
|
|
219.9
|
|
||
EPS
|
|
|
|
||||
Basic
|
$
|
(1.15
|
)
|
|
$
|
(1.58
|
)
|
Diluted
|
$
|
(1.15
|
)
|
|
$
|
(1.58
|
)
|
|
Three Months Ended
|
||||
(Shares in millions)
|
May 3,
2014 |
|
May 4,
2013 |
||
Stock options, restricted stock awards and warrant
|
24.7
|
|
|
25.4
|
|
•
|
Level 1 — Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 — Significant observable inputs other than quoted prices in active markets for similar assets and liabilities, such as quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3 — Significant unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants.
|
|
|
|
REIT Assets at Fair Value
|
||||||||||||
($ in millions)
|
Cost
Basis
|
|
Quoted Prices in Active
Markets of Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
May 3, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
May 4, 2013
|
7
|
|
|
37
|
|
|
—
|
|
|
—
|
|
||||
February 1, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
May 3, 2014
|
|
May 4, 2013
|
|
February 1, 2014
|
||||||||||||||||||
($ in millions)
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||||||
Long-term debt, including current maturities
|
$
|
4,857
|
|
|
$
|
4,363
|
|
|
$
|
2,868
|
|
|
$
|
2,670
|
|
|
$
|
4,862
|
|
|
$
|
4,209
|
|
Cost investment
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(in millions)
|
Number
of Common
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Reinvested
Earnings/ (Accumulated
Deficit)
|
|
Accumulated
Other Comprehensive
Income/(Loss)
|
|
Total
Stockholders’
Equity
|
|||||||||||
February 1, 2014
|
304.6
|
|
|
$
|
152
|
|
|
$
|
4,571
|
|
|
$
|
(1,008
|
)
|
|
$
|
(628
|
)
|
|
$
|
3,087
|
|
Net income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(352
|
)
|
|
—
|
|
|
(352
|
)
|
|||||
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|||||
Stock-based compensation
|
0.2
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
May 3, 2014
|
304.8
|
|
|
$
|
152
|
|
|
$
|
4,579
|
|
|
$
|
(1,360
|
)
|
|
$
|
(618
|
)
|
|
$
|
2,753
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
May 3, 2014
|
|
May 4, 2013
|
||||||||||||||||||||
($ in millions)
|
Gross
Amount
|
|
Income
Tax (Expense)/
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
Income
Tax (Expense)/
Benefit
|
|
Net
Amount
|
||||||||||||
REITs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gain/(loss)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
Retirement benefit plans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reclassification for amortization of net actuarial (gain)/loss
|
17
|
|
|
(6
|
)
|
|
11
|
|
|
44
|
|
|
(16
|
)
|
|
28
|
|
||||||
Reclassification for amortization of prior service (credit)/cost
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Total
|
$
|
16
|
|
|
$
|
(6
|
)
|
|
$
|
10
|
|
|
$
|
47
|
|
|
$
|
(17
|
)
|
|
$
|
30
|
|
($ in millions)
|
Net Actuarial
Gain/(Loss)
|
|
Prior Service
Credit/(Cost)
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
||||||
February 1, 2014
|
$
|
(609
|
)
|
|
$
|
(19
|
)
|
|
$
|
(628
|
)
|
Other comprehensive income/(loss) before reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
11
|
|
|
(1
|
)
|
|
10
|
|
|||
Net current-period other comprehensive income
|
11
|
|
|
(1
|
)
|
|
10
|
|
|||
May 3, 2014
|
$
|
(598
|
)
|
|
$
|
(20
|
)
|
|
$
|
(618
|
)
|
|
Amount Reclassified from Accumulated Other Comprehensive Income/(Loss)
|
|
Line Item in the
Unaudited Interim Consolidated
Statements of Operations
|
||||||
|
Three Months Ended
|
|
|||||||
($ in millions)
|
May 3,
2014 |
|
May 4,
2013 |
|
|||||
Amortization of retirement benefit plans
|
|
|
|
|
|
||||
Actuarial loss/(gain)
(1)
|
17
|
|
|
44
|
|
|
Pension
|
||
Prior service cost/(credit)
(1)
|
1
|
|
|
1
|
|
|
Pension
|
||
Prior service cost/(credit)
(1)
|
(2
|
)
|
|
(2
|
)
|
|
SG&A
|
||
Tax (expense)/benefit
|
(6
|
)
|
|
(16
|
)
|
|
Income tax expense/(benefit)
|
||
Total, net of tax
|
10
|
|
|
27
|
|
|
|
||
Total reclassifications
|
$
|
10
|
|
|
$
|
27
|
|
|
|
(1)
|
These accumulated other comprehensive components are included in the computation of net periodic benefits expense/(income). See Note 7 for additional details.
|
|
|
Restricted Stock Units (RSU)
|
|
Stock Options
|
|
Weighted Average Grant Date Fair Value
|
|||||||||||
Grant Date
|
|
Time-based
|
|
Performance-based
|
|
Performance-based
|
|
Weighted Average Exercise Price
|
|
||||||||
March 3, 2014
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
7.96
|
|
March 20, 2014
|
|
2,328,000
|
|
|
329,000
|
|
|
2,322,000
|
|
|
8.36
|
|
|
6.09
|
|
||
March 27, 2014
|
|
84,000
|
|
|
—
|
|
|
185,000
|
|
|
8.97
|
|
|
5.59
|
|
||
Total
|
|
2,437,000
|
|
|
329,000
|
|
|
2,507,000
|
|
|
8.41
|
|
|
6.07
|
|
|
Three Months Ended
|
||||||
($ in millions)
|
May 3,
2014 |
|
May 4,
2013 |
||||
Primary Pension Plan
|
|
|
|
||||
Service cost
|
$
|
15
|
|
|
$
|
20
|
|
Interest cost
|
53
|
|
|
51
|
|
||
Expected return on plan assets
|
(87
|
)
|
|
(85
|
)
|
||
Amortization of actuarial loss/(gain)
|
13
|
|
|
38
|
|
||
Amortization of prior service cost/(credit)
|
1
|
|
|
1
|
|
||
Net periodic benefit expense/(income)
|
$
|
(5
|
)
|
|
$
|
25
|
|
|
|
|
|
||||
Supplemental Pension Plans
|
|
|
|
||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
2
|
|
|
3
|
|
||
Amortization of actuarial loss/(gain)
|
4
|
|
|
6
|
|
||
Amortization of prior service cost/(credit)
|
—
|
|
|
—
|
|
||
Net periodic benefit expense/(income)
|
$
|
6
|
|
|
$
|
9
|
|
|
|
|
|
||||
Primary and Supplemental Pension Plans Total
|
|
|
|
||||
Service cost
|
$
|
15
|
|
|
$
|
20
|
|
Interest cost
|
55
|
|
|
54
|
|
||
Expected return on plan assets
|
(87
|
)
|
|
(85
|
)
|
||
Amortization of actuarial loss/(gain)
|
17
|
|
|
44
|
|
||
Amortization of prior service cost/(credit)
|
1
|
|
|
1
|
|
||
Net periodic benefit expense/(income)
|
$
|
1
|
|
|
$
|
34
|
|
|
|
|
|
||||
Postretirement Health and Welfare Plan
|
|
|
|
||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
—
|
|
|
—
|
|
||
Amortization of actuarial loss/(gain)
|
—
|
|
|
—
|
|
||
Amortization of prior service cost/(credit)
|
(2
|
)
|
|
(2
|
)
|
||
Net periodic benefit expense/(income)
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
|
|
|
|
||||
Retirement Benefit Plans Total
|
|
|
|
||||
Service cost
|
$
|
15
|
|
|
$
|
20
|
|
Interest cost
|
55
|
|
|
54
|
|
||
Expected return on plan assets
|
(87
|
)
|
|
(85
|
)
|
||
Amortization of actuarial loss/(gain)
|
17
|
|
|
44
|
|
||
Amortization of prior service cost/(credit)
|
(1
|
)
|
|
(1
|
)
|
||
Net periodic benefit expense/(income)
|
$
|
(1
|
)
|
|
$
|
32
|
|
|
Three Months Ended
|
|
Cumulative
Amount Through
May 3, 2014
|
||||||||
($ in millions)
|
May 3,
2014 |
|
May 4,
2013 |
|
|||||||
Home office and stores
|
$
|
12
|
|
|
$
|
28
|
|
|
$
|
214
|
|
Store fixtures
|
—
|
|
|
28
|
|
|
133
|
|
|||
Management transition
|
7
|
|
|
16
|
|
|
215
|
|
|||
Other
|
3
|
|
|
—
|
|
|
126
|
|
|||
Total
|
$
|
22
|
|
|
$
|
72
|
|
|
$
|
688
|
|
($ in millions)
|
Home Office
and Stores
|
|
Management
Transition
|
|
Other
|
|
Total
|
||||||||
February 1, 2014
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
30
|
|
|
$
|
33
|
|
Charges
|
12
|
|
|
7
|
|
|
3
|
|
|
22
|
|
||||
Cash payments
|
—
|
|
|
(7
|
)
|
|
(17
|
)
|
|
(24
|
)
|
||||
Non-cash
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
May 3, 2014
|
$
|
12
|
|
|
$
|
1
|
|
|
$
|
16
|
|
|
$
|
29
|
|
▪
|
For the
first
quarter of
2014
, sales were
$2,801 million
, an
increase
of
6.3%
as compared to the corresponding quarter in
2013
. Comparable store sales
increased
7.4%
for the
first
quarter of
2014
. During the first quarter of 2014, we simplified our comparable store sales calculation to better reflect year-over-year comparability. Certain items, such as sales return estimates and liquidation sales, are now excluded from the calculation. Under the old methodology, comparable store sales in the first quarter increased 6.2%. The increase in sales for the period was a result of our efforts to re-merchandise many areas of the store and our new marketing campaign.
|
▪
|
For the
first
quarter of
2014
, gross margin as a percentage of sales was
33.1%
compared to
30.8%
in the same period last year. Gross margin as a percentage of sales
increased
compared to last year primarily from the change in merchandise mix largely related to fewer units of clearance merchandise sold slightly offset by lower clearance margins.
|
▪
|
Selling, general and administrative (SG&A) expenses
decreased
$69 million
, or
6.4%
, for the
first
quarter of
2014
as compared to the corresponding quarter in
2013
. These savings were primarily driven by lower corporate support costs, advertising and improved credit income.
|
▪
|
In the
first
quarter of 2014, we recognized tax expense of $
8 million
, reflecting a significant reduction in tax benefits typically recognized from federal and state loss carryforwards due to the recognition of a net tax valuation allowance of $120 million during the quarter, which negatively impacted EPS by $0.39.
|
▪
|
For the
first
quarter of
2014
, our net loss was $352 million, or $1.15 per share, compared to a net loss of $348 million, or $1.58 per share, for the corresponding prior year quarter. Results for this quarter included $22 million, or $0.07 per share, of restructuring and management transition charges, $12 million, or $0.04 per share, for the net gain on the sale of non-operating assets, qualified defined benefit pension plan (Primary Pension Plan) income of $5 million, or $0.02 per share, and $6 million, or $0.02 per share, of tax benefit that resulted from our other comprehensive income allocation between our operating loss and the amortization of net actuarial losses and prior service credits from Accumulated other comprehensive income.
|
▪
|
On May 15, 2014, we announced that we obtained a fully committed and underwritten $2.35 billion senior secured asset-backed credit facility to replace our existing $1.85 billion asset-backed credit facility, which expires in April 2016. This financing is expected to provide better pricing terms and add $500 million of incremental liquidity during peak seasonal needs and increase 2014 year end liquidity by approximately $100 million. We expect to close the facility during the second quarter of 2014.
|
|
Three Months Ended
|
||||||
($ in millions, except EPS)
|
May 3,
2014 |
|
May 4,
2013 |
||||
Total net sales
|
$
|
2,801
|
|
|
$
|
2,635
|
|
Percent increase/(decrease) from prior year
|
6.3
|
%
|
|
(16.4
|
)%
|
||
Comparable store sales increase/(decrease)
(1)
|
7.4
|
%
|
|
(17.0
|
)%
|
||
Gross margin
|
926
|
|
|
812
|
|
||
Operating expenses/(income):
|
|
|
|
||||
Selling, general and administrative
|
1,009
|
|
|
1,078
|
|
||
Primary pension plan
|
(5
|
)
|
|
25
|
|
||
Supplemental pension plans
|
6
|
|
|
9
|
|
||
Total pension
|
1
|
|
|
34
|
|
||
Depreciation and amortization
|
158
|
|
|
136
|
|
||
Real estate and other, net
|
(17
|
)
|
|
(22
|
)
|
||
Restructuring and management transition
|
22
|
|
|
72
|
|
||
Total operating expenses
|
1,173
|
|
|
1,298
|
|
||
Operating income/(loss)
|
(247
|
)
|
|
(486
|
)
|
||
Adjusted operating income/(loss) (non-GAAP)
(2)
|
(242
|
)
|
|
(389
|
)
|
||
Net interest expense
|
97
|
|
|
61
|
|
||
Income/(loss) before income taxes
|
(344
|
)
|
|
(547
|
)
|
||
Income tax expense/(benefit)
|
8
|
|
|
(199
|
)
|
||
Net income/(loss)
|
$
|
(352
|
)
|
|
$
|
(348
|
)
|
Adjusted net income/(loss) (non-GAAP)
(2)
|
$
|
(353
|
)
|
|
$
|
(289
|
)
|
Diluted EPS
|
$
|
(1.15
|
)
|
|
$
|
(1.58
|
)
|
Adjusted diluted EPS (non-GAAP)
(2)
|
$
|
(1.16
|
)
|
|
$
|
(1.31
|
)
|
Ratios as a percent of sales:
|
|
|
|
||||
Gross margin
|
33.1
|
%
|
|
30.8
|
%
|
||
SG&A
|
36.0
|
%
|
|
40.9
|
%
|
||
Total operating expenses
|
41.9
|
%
|
|
49.3
|
%
|
||
Operating income/(loss)
|
(8.8
|
)%
|
|
(18.5
|
)%
|
||
Adjusted operating income/(loss) (non-GAAP)
(2)
|
(8.6
|
)%
|
|
(14.8
|
)%
|
(1)
|
Comparable store sales include sales from all stores that have been open for 12 consecutive full fiscal months and Internet sales through jcp.com. Stores closed for an extended period are not included in comparable store sales calculations, while stores remodeled and minor expansions not requiring store closure remain in the calculations. Beginning in the first quarter of 2014, the Company simplified its comparable store sales calculation to better reflect year-over-year comparability. Certain items, such as sales return estimates and liquidation sales, are now excluded from the Company’s calculation. Comparable store sales for the first quarter of 2013 has been adjusted to reflect this new methodology.
|
(2)
|
See “Non-GAAP Financial Measures” below for a discussion of this non-GAAP measure and reconciliation to its most directly comparable GAAP financial measure and further information on its uses and limitations.
|
|
Three Months Ended
|
||||||
($ in millions)
|
May 3,
2014 |
|
May 4,
2013 |
||||
Operating income/(loss) (GAAP)
|
$
|
(247
|
)
|
|
$
|
(486
|
)
|
As a percent of sales
|
(8.8
|
)%
|
|
(18.5
|
)%
|
||
Add: Restructuring and management transition charges
|
22
|
|
|
72
|
|
||
Add: Primary pension plan expense/(income)
|
(5
|
)
|
|
25
|
|
||
Less: Net gain on sale of non-operating assets
|
(12
|
)
|
|
—
|
|
||
Adjusted operating income/(loss) (non-GAAP)
|
$
|
(242
|
)
|
|
$
|
(389
|
)
|
As a percent of sales
|
(8.6
|
)%
|
|
(14.8
|
)%
|
|
Three Months Ended
|
|
||||||
($ in millions, except per share data)
|
May 3,
2014 |
|
May 4,
2013 |
|
||||
Net income/(loss) (GAAP)
|
$
|
(352
|
)
|
|
$
|
(348
|
)
|
|
Diluted EPS (GAAP)
|
$
|
(1.15
|
)
|
|
$
|
(1.58
|
)
|
|
Add: Restructuring and management transition charges, net of tax of $- and $28
|
22
|
|
(2)
|
44
|
|
(1)
|
||
Add: Primary pension plan expense/(income), net of tax of $- and $10
|
(5
|
)
|
(3)
|
15
|
|
(1)
|
||
Less: Net gain on sale of non-operating assets, net of tax of $- and $-
|
(12
|
)
|
(4)
|
—
|
|
|
||
Less: Tax benefit resulting from other comprehensive income allocation
|
(6
|
)
|
(5)
|
—
|
|
|
||
Adjusted net income/(loss) (non-GAAP)
|
$
|
(353
|
)
|
|
$
|
(289
|
)
|
|
Adjusted diluted EPS (non-GAAP)
|
$
|
(1.16
|
)
|
|
$
|
(1.31
|
)
|
|
(1)
|
Tax effect was calculated using the Company's statutory rate of 38.82%.
|
(2)
|
The three months ended May 3, 2014 reflected no tax effect due to the impact of the Company's tax valuation allowance.
|
(3)
|
The tax effect was included in the line item Tax benefit resulting from other comprehensive income allocation. See footnote 5 below.
|
(4)
|
Tax effect represented state taxes payable in separately filing states related to the sale of the non-operating assets.
|
(5)
|
Tax benefit that resulted from our other comprehensive income allocation between our operating loss and the amortization of net actuarial losses and prior service credits from Accumulated other comprehensive income.
|
|
Three Months Ended
|
||||||
($ in millions)
|
May 3,
2014 |
|
May 4,
2013 |
||||
Total net sales
|
$
|
2,801
|
|
|
$
|
2,635
|
|
Sales percent increase/(decrease):
|
|
|
|
||||
Total net sales
|
6.3
|
%
|
|
(16.4
|
)%
|
||
Comparable store sales
(1)
|
7.4
|
%
|
|
(17.0
|
)%
|
(1)
|
Beginning in the first quarter of 2014, the Company simplified its comparable store sales calculation to better reflect year-over-year comparability. Certain items, such as sales return estimates and liquidation sales, are now excluded from the Company’s calculation. Comparable store sales for the first quarter of 2013 has been adjusted to reflect this new methodology.
|
|
Three Months Ended
|
||
($ in millions)
|
May 3, 2014
|
||
Comparable store sales increase/(decrease)
|
$
|
191
|
|
New and closed stores, net
|
5
|
|
|
Other revenues and sales adjustments
|
(30
|
)
|
|
Total net sales increase/(decrease)
|
$
|
166
|
|
|
Three Months Ended
|
||||
|
May 3,
2014 |
|
May 4,
2013 |
||
JCPenney department stores
|
|
|
|
||
Beginning of period
|
1,094
|
|
|
1,104
|
|
Closed stores
|
(31
|
)
|
|
(2
|
)
|
End of period
(1)
|
1,063
|
|
|
1,102
|
|
The Foundry Big and Tall Supply Co.
(2)
|
9
|
|
|
10
|
|
(1)
|
Gross selling space was 108 million square feet as of
May 3, 2014
and 111 million square feet as of
May 4, 2013
.
|
(2)
|
Gross selling space was 46 thousand square feet as of
May 3, 2014
and 51 thousand square feet as of
May 4, 2013
. During the first quarter of 2014, we closed one store location.
|
|
Three Months Ended
|
||||||
($ in millions)
|
May 3,
2014 |
|
May 4,
2013 |
||||
Primary Pension Plan
|
$
|
(5
|
)
|
|
$
|
25
|
|
Supplemental pension plans
|
6
|
|
|
9
|
|
||
Total pension expense
|
$
|
1
|
|
|
$
|
34
|
|
|
Three Months Ended
|
||||||
($ in millions)
|
May 3,
2014 |
|
May 4,
2013 |
||||
Home office and stores
|
$
|
12
|
|
|
$
|
28
|
|
Store fixtures
|
—
|
|
|
28
|
|
||
Management transition
|
7
|
|
|
16
|
|
||
Other
|
3
|
|
|
—
|
|
||
Total
|
$
|
22
|
|
|
$
|
72
|
|
|
Three Months Ended
|
||||||
($ in millions)
|
May 3,
2014 |
|
May 4,
2013 |
||||
Cash and cash equivalents
|
$
|
1,170
|
|
|
$
|
821
|
|
Merchandise inventory
|
2,835
|
|
|
2,798
|
|
||
Property and equipment, net
|
5,510
|
|
|
5,690
|
|
||
|
|
|
|
||||
Total debt
(1)
|
5,594
|
|
|
3,826
|
|
||
Stockholders’ equity
|
2,753
|
|
|
2,866
|
|
||
Total capital
|
8,347
|
|
|
6,692
|
|
||
Maximum capacity under our credit agreement
|
1,850
|
|
|
1,850
|
|
||
Short-term borrowings under our credit agreement
|
650
|
|
|
850
|
|
||
Cash flow from operating activities
|
(271
|
)
|
|
(752
|
)
|
||
Free cash flow (non-GAAP)
(2)
|
(349
|
)
|
|
(948
|
)
|
||
Capital expenditures
(3)
|
80
|
|
|
214
|
|
||
Ratios:
|
|
|
|
||||
Total debt-to-total capital
(4)
|
67
|
%
|
|
57
|
%
|
||
Cash-to-total debt
(5)
|
21
|
%
|
|
21
|
%
|
(1)
|
Total debt includes long-term debt, including current maturities, capital leases, note payable and our current borrowing under our 2013 Credit Facility.
|
(2)
|
See “Free Cash Flow” below for a reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure and further information on its uses and limitations.
|
(3)
|
As of the end of the
first
quarters of 2014 and 2013, we had accrued capital expenditures of
$26 million
and
$335 million
, respectively.
|
(4)
|
Total debt divided by total capitalization.
|
(5)
|
Cash and cash equivalents divided by total debt.
|
|
Three Months Ended
|
||||||
($ in millions)
|
May 3,
2014 |
|
May 4,
2013 |
||||
Net cash provided by/(used in) operating activities (GAAP)
|
$
|
(271
|
)
|
|
$
|
(752
|
)
|
Add:
|
|
|
|
||||
Proceeds from sale of operating assets
|
2
|
|
|
18
|
|
||
Less:
|
|
|
|
||||
Capital expenditures
(1)
|
(80
|
)
|
|
(214
|
)
|
||
Free cash flow (non-GAAP)
|
$
|
(349
|
)
|
|
$
|
(948
|
)
|
(1)
|
As of the end of the
first
quarters of 2014 and 2013, we had accrued capital expenditures of
$26 million
and
$335 million
, respectively.
|
|
Corporate
|
|
Outlook
|
Fitch Ratings
|
CCC
|
|
Positive
|
Moody’s Investors Service, Inc.
|
Caa1
|
|
Negative
|
Standard & Poor’s Ratings Services
|
CCC+
|
|
Stable
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
SEC
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
Filed (†)
Herewith
(as indicated)
|
3.1
|
|
Restated Certificate of Incorporation of J. C. Penney Company, Inc., as amended to May 20, 2011
|
|
10-Q
|
|
001-15274
|
|
3.1
|
|
6/8/2011
|
|
|
3.2
|
|
J. C. Penney Company, Inc. Bylaws, as amended to July 23, 2013
|
|
8-K
|
|
001-15274
|
|
3.1
|
|
7/26/2013
|
|
|
3.3
|
|
Certificate of Designation, Preferences and Rights of Series C Junior Participating Preferred Stock
|
|
8-K
|
|
001-15274
|
|
3.1
|
|
8/22/2013
|
|
|
10.1
|
|
Fourth Amendment dated February 25, 2014 to Consumer Credit Card Program Agreement by and between J. C. Penney Corporation, Inc. and GE Capital Retail Bank, as amended and restated as of November 5, 2009, as amended by the First Amendment thereto dated as of October 29, 2010, the Second Amendment thereto dated as of January 30, 2013 and the Third Amendment thereto dated October 11, 2013
|
|
|
|
|
|
|
|
|
|
†
|
10.2**
|
|
Letter Agreement between J. C. Penney Company, Inc. and Edward J. Record
|
|
8-K
|
|
001-15274
|
|
10.1
|
|
2/18/2014
|
|
|
10.3**
|
|
Notice of 2014 Performance-Contingent Stock Option Grant under the J. C. Penney Company, Inc. 2012 Long-Term Incentive Plan for Myron E. Ullman, III
|
|
8-K
|
|
001-15274
|
|
10.1
|
|
3/24/2014
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
SEC
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
Filed (†)
Herewith
(as indicated)
|
10.4**
|
|
Form of Notice of 2014 Performance-Contingent Stock Option Grant under the J. C. Penney Company, Inc. 2012 Long-Term Incentive Plan
|
|
8-K
|
|
001-15274
|
|
10.2
|
|
3/24/2014
|
|
|
10.5**
|
|
Form of Notice of 2014 Performance-Based Restricted Stock Unit Grant under the J. C. Penney Company, Inc. 2012 Long-Term Incentive Plan
|
|
8-K
|
|
001-15274
|
|
10.3
|
|
3/24/2014
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
†
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
†
|
32.1
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
†
|
32.2
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
†
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
†
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
†
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
†
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
†
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
†
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
†
|
|
J. C. PENNEY COMPANY, INC.
|
|
|
By
|
/s/ Dennis P. Miller
|
|
Dennis P. Miller
Senior Vice President and Controller
(Principal Accounting Officer)
|
J. C. PENNEY CORPORATION, INC.
|
|
GE CAPITAL RETAIL BANK
|
||
|
|
|
|
|
By:
|
/s/ Kenneth Hannah
|
|
By:
|
/s/ Margaret Keane
|
|
|
|
|
|
Title:
|
CFO, JCPenney
|
|
Title:
|
CEO, GE Capital Retail Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of J. C. Penney Company, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Myron E. Ullman, III
|
|
Myron E. Ullman, III
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of J. C. Penney Company, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/
Edward J. Record
|
|
Edward J. Record
|
|
Executive Vice President and Chief Financial Officer
|
|
/s/ Myron E. Ullman, III
|
|
Myron E. Ullman, III
|
|
Chief Executive Officer
|
|
/s/
Edward J. Record
|
|
Edward J. Record
|
|
Executive Vice President and Chief Financial Officer
|