x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 26-0037077 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
6501 Legacy Drive, Plano, Texas | 75024 - 3698 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer x | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
Emerging growth company ¨ |
Page | |
Three Months Ended | |||||||
(In millions, except per share data) | April 29, 2017 | April 30, 2016 | |||||
Total net sales | $ | 2,706 | $ | 2,811 | |||
Cost of goods sold | 1,723 | 1,793 | |||||
Gross margin | 983 | 1,018 | |||||
Operating expenses/(income): | |||||||
Selling, general and administrative (SG&A) | 843 | 872 | |||||
Pension | (2 | ) | 2 | ||||
Depreciation and amortization | 145 | 154 | |||||
Real estate and other, net | (118 | ) | (38 | ) | |||
Restructuring and management transition | 220 | 6 | |||||
Total operating expenses | 1,088 | 996 | |||||
Operating income/(loss) | (105 | ) | 22 | ||||
(Gain)/loss on extinguishment of debt | — | (4 | ) | ||||
Net interest expense | 87 | 95 | |||||
Income/(loss) before income taxes | (192 | ) | (69 | ) | |||
Income tax expense/(benefit) | (12 | ) | (1 | ) | |||
Net income/(loss) | $ | (180 | ) | $ | (68 | ) | |
Earnings/(loss) per share: | |||||||
Basic | $ | (0.58 | ) | $ | (0.22 | ) | |
Diluted | $ | (0.58 | ) | $ | (0.22 | ) | |
Weighted average shares – basic | 309.6 | 307.2 | |||||
Weighted average shares – diluted | 309.6 | 307.2 |
Three Months Ended | |||||||
($ in millions) | April 29, 2017 | April 30, 2016 | |||||
Net income/(loss) | $ | (180 | ) | $ | (68 | ) | |
Other comprehensive income/(loss), net of tax: | |||||||
Retirement benefit plans | |||||||
Net actuarial gain/(loss) arising during the period (1) | 5 | — | |||||
Prior service credit/(cost) arising during the period (2) | — | 5 | |||||
Reclassification for net actuarial (gain)/loss (3) | — | (1 | ) | ||||
Reclassification for amortization of prior service (credit)/cost (4) | 1 | — | |||||
Net curtailment gain (5) | 20 | — | |||||
Cash flow hedges | |||||||
Gain/(loss) on interest rate swaps (6) | (3 | ) | (3 | ) | |||
Reclassification for periodic settlements (7) | 2 | 2 | |||||
Total other comprehensive income/(loss), net of tax | 25 | 3 | |||||
Total comprehensive income/(loss), net of tax | $ | (155 | ) | $ | (65 | ) |
(1) | Net of $(4) million in tax in the three months ended April 29, 2017. |
(2) | Net of $(3) million in tax in the three months ended April 30, 2016. |
(3) | Net of $1 million in tax in the three months ended April 30, 2016. Pre-tax amount of $(2) million in the three months ended April 30, 2016 was recognized in SG&A in the Consolidated Statements of Operations. |
(4) | Net of $(1) million in tax in the three months ended April 29, 2017. Pre-tax amounts of $2 million in both the three months ended April 29, 2017 and April 30, 2016 were recognized in Pension in the Consolidated Statements of Operations. Pre-tax amount of $(2) million in the three months ended April 30, 2016 was recognized in SG&A in the Consolidated Statements of Operations. |
(5) | Net of $(11) million in tax in the three months ended April 29, 2017. Pre-tax prior service cost of $5 million related to the curtailment is included in Restructuring and management transition in the Consolidated Statements of Operations in the three months ended April 29, 2017. |
(6) | Net of $1 million of tax in both the three months ended April 29, 2017 and April 30, 2016. |
(7) | Net of $(1) million of tax for both the three months ended April 29, 2017 and April 30, 2016 and $3 million in pre-tax amounts for both the three months ended April 29, 2017 and April 30, 2016 was recognized in Net interest expense in the Consolidated Statements of Operations. |
April 29, 2017 | April 30, 2016 | January 28, 2017 | |||||||||
(In millions, except per share data) | (Unaudited) | (Unaudited) | |||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash in banks and in transit | $ | 157 | $ | 166 | $ | 125 | |||||
Cash short-term investments | 206 | 249 | 762 | ||||||||
Cash and cash equivalents | 363 | 415 | 887 | ||||||||
Merchandise inventory | 2,949 | 2,925 | 2,854 | ||||||||
Prepaid expenses and other | 228 | 227 | 160 | ||||||||
Total current assets | 3,540 | 3,567 | 3,901 | ||||||||
Property and equipment (net of accumulated depreciation of $3,903, $3,852 and $3,842) | 4,437 | 4,735 | 4,599 | ||||||||
Other assets | 610 | 593 | 618 | ||||||||
Total Assets | $ | 8,587 | $ | 8,895 | $ | 9,118 | |||||
Liabilities and Stockholders’ Equity | |||||||||||
Current liabilities: | |||||||||||
Merchandise accounts payable | $ | 893 | $ | 995 | $ | 977 | |||||
Other accounts payable and accrued expenses | 1,035 | 1,125 | 1,164 | ||||||||
Current portion of capital leases, financing obligation and note payable | 12 | 17 | 15 | ||||||||
Current maturities of long-term debt | 307 | 321 | 263 | ||||||||
Total current liabilities | 2,247 | 2,458 | 2,419 | ||||||||
Long-term capital leases, financing obligation and note payable | 217 | 7 | 219 | ||||||||
Long-term debt | 4,066 | 4,388 | 4,339 | ||||||||
Deferred taxes | 203 | 194 | 204 | ||||||||
Other liabilities | 649 | 598 | 583 | ||||||||
Total Liabilities | 7,382 | 7,645 | 7,764 | ||||||||
Stockholders’ Equity | |||||||||||
Common stock(1) | 155 | 154 | 154 | ||||||||
Additional paid-in capital | 4,684 | 4,659 | 4,679 | ||||||||
Reinvested earnings/(accumulated deficit) | (3,186 | ) | (3,075 | ) | (3,006 | ) | |||||
Accumulated other comprehensive income/(loss) | (448 | ) | (488 | ) | (473 | ) | |||||
Total Stockholders’ Equity | 1,205 | 1,250 | 1,354 | ||||||||
Total Liabilities and Stockholders’ Equity | $ | 8,587 | $ | 8,895 | $ | 9,118 |
(1) | 1,250 million shares of common stock are authorized with a par value of $0.50 per share. The total shares issued and outstanding were 309.8 million, 307.3 million and 308.3 million as of April 29, 2017, April 30, 2016 and January 28, 2017, respectively. |
Three Months Ended | |||||||
($ in millions) | April 29, 2017 | April 30, 2016 | |||||
Cash flows from operating activities | |||||||
Net income/(loss) | $ | (180 | ) | $ | (68 | ) | |
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | |||||||
Restructuring and management transition | 77 | (1 | ) | ||||
Asset impairments and other charges | 1 | 1 | |||||
Net gain on sale of non-operating assets | — | (5 | ) | ||||
Net gain on sale of operating assets | (117 | ) | (8 | ) | |||
(Gain)/loss on extinguishment of debt | — | (4 | ) | ||||
Depreciation and amortization | 145 | 154 | |||||
Benefit plans | 111 | (12 | ) | ||||
Stock-based compensation | 7 | 10 | |||||
Deferred taxes | (18 | ) | (3 | ) | |||
Change in cash from: | |||||||
Inventory | (95 | ) | (204 | ) | |||
Prepaid expenses and other | (71 | ) | (59 | ) | |||
Merchandise accounts payable | (84 | ) | 70 | ||||
Current income taxes | 5 | (1 | ) | ||||
Accrued expenses and other | (127 | ) | (264 | ) | |||
Net cash provided by/(used in) operating activities | (346 | ) | (394 | ) | |||
Cash flows from investing activities | |||||||
Capital expenditures | (83 | ) | (39 | ) | |||
Net proceeds from sale of non-operating assets | — | 2 | |||||
Net proceeds from sale of operating assets | 136 | 12 | |||||
Joint venture return of investment | 8 | 14 | |||||
Net cash provided by/(used in) investing activities | 61 | (11 | ) | ||||
Cash flows from financing activities | |||||||
Payments of capital leases, financing obligation and note payable | (6 | ) | (14 | ) | |||
Payments of long-term debt | (230 | ) | (62 | ) | |||
Proceeds from stock options exercised | — | 1 | |||||
Tax withholding payments for vested restricted stock | (3 | ) | (5 | ) | |||
Net cash provided by/(used in) financing activities | (239 | ) | (80 | ) | |||
Net increase/(decrease) in cash and cash equivalents | (524 | ) | (485 | ) | |||
Cash and cash equivalents at beginning of period | 887 | 900 | |||||
Cash and cash equivalents at end of period | $ | 363 | $ | 415 | |||
Supplemental cash flow information | |||||||
Income taxes received/(paid), net | $ | (1 | ) | $ | (3 | ) | |
Interest received/(paid), net | (104 | ) | (122 | ) | |||
Supplemental non-cash investing and financing activity | |||||||
Increase/(decrease) in other accounts payable related to purchases of property and equipment and software | 5 | 41 |
Three Months Ended | |||||||
(in millions, except per share data) | April 29, 2017 | April 30, 2016 | |||||
Earnings/(loss) | |||||||
Net income/(loss) | $ | (180 | ) | $ | (68 | ) | |
Shares | |||||||
Weighted average common shares outstanding (basic shares) | 309.6 | 307.2 | |||||
Adjustment for assumed dilution: | |||||||
Stock options, restricted stock awards and warrant | — | — | |||||
Weighted average shares assuming dilution (diluted shares) | 309.6 | 307.2 | |||||
EPS | |||||||
Basic | $ | (0.58 | ) | $ | (0.22 | ) | |
Diluted | $ | (0.58 | ) | $ | (0.22 | ) |
Three Months Ended | |||||
(Shares in millions) | April 29, 2017 | April 30, 2016 | |||
Stock options, restricted stock awards and warrant | 33.1 | 35.2 |
($ in millions) | April 29, 2017 | April 30, 2016 | January 28, 2017 | |||||||||
Issue: | ||||||||||||
5.65% Senior Notes Due 2020 (1) | $ | 400 | $ | 400 | $ | 400 | ||||||
5.75% Senior Notes Due 2018 (1) | 265 | 265 | 265 | |||||||||
5.875% Senior Secured Notes Due 2023 (1) | 500 | — | 500 | |||||||||
6.375% Senior Notes Due 2036 (1) | 388 | 388 | 388 | |||||||||
6.9% Notes Due 2026 | 2 | 2 | 2 | |||||||||
7.125% Debentures Due 2023 | 10 | 10 | 10 | |||||||||
7.4% Debentures Due 2037 | 313 | 313 | 313 | |||||||||
7.625% Notes Due 2097 | 500 | 500 | 500 | |||||||||
7.65% Debentures Due 2016 | — | 78 | — | |||||||||
7.95% Debentures Due 2017 | — | 220 | 220 | |||||||||
8.125% Senior Notes Due 2019 | 400 | 400 | 400 | |||||||||
2016 Term Loan Facility | 1,657 | — | 1,667 | |||||||||
2013 Term Loan Facility | — | 2,188 | — | |||||||||
Total debt, excluding unamortized debt issuance costs, capital leases, financing obligation and note payable | 4,435 | 4,764 | 4,665 | |||||||||
Unamortized debt issuance costs | (62 | ) | (55 | ) | (63 | ) | ||||||
Total debt, excluding capital leases, financing obligation and note payable | 4,373 | 4,709 | 4,602 | |||||||||
Less: current maturities | 307 | 321 | 263 | |||||||||
Total long-term debt, excluding capital leases, financing obligation and note payable | $ | 4,066 | $ | 4,388 | $ | 4,339 |
(1) | These debt issuances contain a change of control provision that would obligate us, at the holders’ option, to repurchase the debt at a price of 101%. |
Asset Derivatives at Fair Value | Liability Derivatives at Fair Value | ||||||||||||||||||||||||||
($ in millions) | Balance Sheet Location | April 29, 2017 | April 30, 2016 | January 28, 2017 | Balance Sheet Location | April 29, 2017 | April 30, 2016 | January 28, 2017 | |||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||
Interest rate swaps | N/A | $ | — | $ | — | $ | — | Other accounts payable and accrued expenses | $ | 2 | $ | 2 | $ | 2 | |||||||||||||
Interest rate swaps | N/A | — | — | — | Other liabilities | 11 | 29 | 10 | |||||||||||||||||||
Total derivatives designated as hedging instruments | $ | — | $ | — | $ | — | $ | 13 | $ | 31 | $ | 12 |
• | VERP -- charges for enhanced retirement benefits, curtailment and other expenses related to the VERP; |
• | Home office and stores -- charges for actions to reduce our store and home office expenses including employee termination benefits, store lease termination and impairment charges; |
• | Management transition -- charges related to implementing changes within our management leadership team for both incoming and outgoing members of management; and |
• | Other -- charges related primarily to contract termination costs and other costs associated with our previous shops strategy and costs related to the closure of certain supply chain locations. |
Three Months Ended | Cumulative Amount From Program Inception Through April 29, 2017 | ||||||||||
($ in millions) | April 29, 2017 | April 30, 2016 | |||||||||
VERP | $ | 122 | $ | — | $ | 122 | |||||
Home office and stores | 98 | 4 | 395 | ||||||||
Management transition | — | 2 | 255 | ||||||||
Other | — | — | 178 | ||||||||
Total | $ | 220 | $ | 6 | $ | 950 |
($ in millions) | Home Office and Stores | Other | Total | ||||||||
January 28, 2017 | $ | 4 | $ | 27 | $ | 31 | |||||
Charges | 21 | — | 21 | ||||||||
Cash payments | (6 | ) | (19 | ) | (25 | ) | |||||
April 29, 2017 | $ | 19 | $ | 8 | $ | 27 |
• | 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. |
April 29, 2017 | April 30, 2016 | January 28, 2017 | |||||||||||||||||||||
($ in millions) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||
Total debt, excluding unamortized debt issuance costs, capital leases, financing obligation and note payable | $ | 4,435 | $ | 4,222 | $ | 4,764 | $ | 4,488 | $ | 4,665 | $ | 4,495 |
(in millions) | Number of Common Shares | Common Stock | Additional Paid-in Capital | Reinvested Earnings/ (Accumulated Deficit) | Accumulated Other Comprehensive Income/(Loss) | Total Stockholders’ Equity | ||||||||||||||||
January 28, 2017 | 308.3 | $ | 154 | $ | 4,679 | $ | (3,006 | ) | $ | (473 | ) | $ | 1,354 | |||||||||
Net income/(loss) | — | — | — | (180 | ) | — | (180 | ) | ||||||||||||||
Other comprehensive income/(loss) | — | — | — | — | 25 | 25 | ||||||||||||||||
Stock-based compensation and other | 1.5 | 1 | 5 | — | — | 6 | ||||||||||||||||
April 29, 2017 | 309.8 | $ | 155 | $ | 4,684 | $ | (3,186 | ) | $ | (448 | ) | $ | 1,205 |
($ in millions) | Net Actuarial Gain/(Loss) | Prior Service Credit/(Cost) | Foreign Currency Translation | Gain/(Loss) on Cash Flow Hedges | Accumulated Other Comprehensive Income/(Loss) | ||||||||||||||
January 28, 2017 | $ | (421 | ) | $ | (33 | ) | $ | (2 | ) | $ | (17 | ) | $ | (473 | ) | ||||
Other comprehensive income/(loss) before reclassifications | 22 | — | — | (3 | ) | 19 | |||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 4 | — | 2 | 6 | ||||||||||||||
April 29, 2017 | $ | (399 | ) | $ | (29 | ) | $ | (2 | ) | $ | (18 | ) | $ | (448 | ) |
Three Months Ended | |||||||
($ in millions) | April 29, 2017 | April 30, 2016 | |||||
Primary Pension Plan | |||||||
Service cost | $ | 11 | $ | 14 | |||
Interest cost | 37 | 38 | |||||
Expected return on plan assets | (54 | ) | (54 | ) | |||
Amortization of prior service cost/(credit) | 2 | 2 | |||||
Net periodic benefit expense/(income) | $ | (4 | ) | $ | — | ||
Supplemental Pension Plans | |||||||
Service cost | $ | — | $ | — | |||
Interest cost | 2 | 2 | |||||
Amortization of prior service cost/(credit) | — | — | |||||
Net periodic benefit expense/(income) | $ | 2 | $ | 2 | |||
Primary and Supplemental Pension Plans Total | |||||||
Service cost | $ | 11 | $ | 14 | |||
Interest cost | 39 | 40 | |||||
Expected return on plan assets | (54 | ) | (54 | ) | |||
Amortization of prior service cost/(credit) | 2 | 2 | |||||
Net periodic benefit expense/(income) | $ | (2 | ) | $ | 2 |
Three Months Ended | |||||||
($ in millions) | April 29, 2017 | April 30, 2016 | |||||
Net gain from sale of non-operating assets | $ | — | $ | (5 | ) | ||
Investment income from Home Office Land Joint Venture | (1 | ) | (24 | ) | |||
Net gain from sale of operating assets | (117 | ) | (8 | ) | |||
Other | — | (1 | ) | ||||
Total expense/(income) | $ | (118 | ) | $ | (38 | ) |
• | Beauty; |
• | Home refresh; |
• | Omnichannel; |
• | Pricing strategy; and |
• | Women's apparel business. |
▪ | Sales were $2,706 million with a comparable store sales decrease of 3.5%. |
▪ | Gross margin as a percentage of sales increased to 36.3% compared to 36.2% in the same period last year. |
▪ | Selling, general and administrative (SG&A) expenses decreased $29 million, or 3.3%, for the first quarter of 2017 as compared to the same period last year. These savings were primarily driven by lower marketing, store controllable costs and incentive compensation. SG&A as a percentage of sales increased to 31.2% compared to 31.0% in the same period last year. |
▪ | Our net loss was $180 million, or ($0.58) per share, compared to a net loss of $68 million, or ($0.22) per share, for the corresponding prior year quarter. Results for this quarter included the following amounts that are not directly related to our ongoing core business operations: |
▪ | $220 million, or $0.71 per share, of restructuring and management transition charges; |
▪ | $4 million, or $0.01 per share, of Primary Pension income; |
▪ | $1 million for our proportional share of net income from our joint venture formed to develop the excess property adjacent to our home office facility in Plano, Texas (Home Office Land Joint Venture); and |
▪ | $16 million, or $0.05 per share, for the tax impact resulting from other comprehensive income allocation. |
▪ | Adjusted net income was $19 million, or $0.06 per share, compared to an adjusted net loss of $97 million, or $(0.32) per share, in last year's first quarter. See the reconciliation of net income/(loss) and diluted EPS, the most directly comparable GAAP financial measures, to adjusted net income/(loss) and adjusted diluted EPS on page 23. |
▪ | We completed the sale of our Buena Park, California distribution facility in March for a net sales price of $131 million and recorded a net gain of $111 million. |
▪ | Earnings before interest expense, income tax (benefit)/expense and depreciation and amortization (EBITDA) (non-GAAP) was $40 million, a $136 million decline from the same period last year. |
▪ | Standard and Poor's Rating Services upgraded our corporate credit rating in March 2017 to B+ from B. |
Three Months Ended | |||||||
($ in millions, except EPS) | April 29, 2017 | April 30, 2016 | |||||
Total net sales | $ | 2,706 | $ | 2,811 | |||
Percent increase/(decrease) from prior year | (3.7 | )% | (1.6 | )% | |||
Comparable store sales increase/(decrease)(1) | (3.5 | )% | (0.4 | )% | |||
Gross margin | 983 | 1,018 | |||||
Operating expenses/(income): | |||||||
Selling, general and administrative | 843 | 872 | |||||
Primary pension plan | (4 | ) | — | ||||
Supplemental pension plans | 2 | 2 | |||||
Total pension | (2 | ) | 2 | ||||
Depreciation and amortization | 145 | 154 | |||||
Real estate and other, net | (118 | ) | (38 | ) | |||
Restructuring and management transition | 220 | 6 | |||||
Total operating expenses | 1,088 | 996 | |||||
Operating income/(loss) | (105 | ) | 22 | ||||
(Gain)/loss on extinguishment of debt | — | (4 | ) | ||||
Net interest expense | 87 | 95 | |||||
Income/(loss) before income taxes | (192 | ) | (69 | ) | |||
Income tax expense/(benefit) | (12 | ) | (1 | ) | |||
Net income/(loss) | $ | (180 | ) | $ | (68 | ) | |
EBITDA (non-GAAP) (2) | $ | 40 | $ | 176 | |||
Adjusted EBITDA (non-GAAP) (2) | $ | 255 | $ | 153 | |||
Adjusted net income/(loss) (non-GAAP) (2) | $ | 19 | $ | (97 | ) | ||
Diluted EPS | $ | (0.58 | ) | $ | (0.22 | ) | |
Adjusted diluted EPS (non-GAAP) (2) | $ | 0.06 | $ | (0.32 | ) | ||
Ratios as a percent of sales: | |||||||
Gross margin | 36.3 | % | 36.2 | % | |||
SG&A | 31.2 | % | 31.0 | % | |||
Total operating expenses | 40.2 | % | 35.4 | % | |||
Operating income/(loss) | (3.9 | )% | 0.8 | % |
(1) | Comparable store sales include sales from all stores, including sales from services and commissions earned from our in-store licensed departments, that have been open for 12 consecutive full fiscal months and Internet sales. 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. Certain items, such as sales return estimates and store liquidation sales, are excluded from the Company’s calculation. Our definition and calculation of comparable store sales may differ from other companies in the retail industry. |
(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) | April 29, 2017 | April 30, 2016 | |||||
Total net sales | $ | 2,706 | $ | 2,811 | |||
Sales percent increase/(decrease): | |||||||
Total net sales | (3.7 | )% | (1.6 | )% | |||
Comparable store sales | (3.5 | )% | (0.4 | )% |
Three Months Ended | |||
($ in millions) | April 29, 2017 | ||
Comparable store sales increase/(decrease) | $ | (98 | ) |
Closed stores, net | (10 | ) | |
Other revenues and sales adjustments | 3 | ||
Total net sales increase/(decrease) | $ | (105 | ) |
• | Stores increase Internet sales by providing customers opportunities to view, touch and/or try on physical merchandise before ordering online. |
• | Our website increases store sales as in-store customers have often pre-shopped online before shopping in the store, including verification of which stores have online merchandise in stock. |
• | Most Internet purchases are easily returned in our stores. |
• | JCPenney Rewards can be earned and redeemed online or in stores. |
• | In-store customers can order from our website with the assistance of associates in our stores or they can shop our website from the JCPenney app while inside the store. |
• | Customers who utilize our mobile application can receive mobile coupons to use when they check out both online or in our stores. |
• | Internet orders can be shipped from a dedicated jcpenney.com fulfillment center, a store, a store merchandise distribution center, a regional warehouse, directly from vendors or any combination of the above. |
• | Certain categories of store inventory can be accessed and purchased by jcpenney.com customers and shipped directly to the customer's home from the store. |
• | Internet orders can be shipped to stores for customer pick up. |
• | "Buy online and pick up in store same day" is available in all of our stores. |
Three Months Ended | |||||
April 29, 2017 | April 30, 2016 | ||||
JCPenney department stores | |||||
Beginning of period | 1,013 | 1,021 | |||
Closed stores | — | (7 | ) | ||
End of period(1) | 1,013 | 1,014 |
(1) | Gross selling space, including selling space allocated to services and licensed departments, was 103 million square feet as of April 29, 2017 and 104 million square feet as of April 30, 2016. |
Three Months Ended | |||||||
($ in millions) | April 29, 2017 | April 30, 2016 | |||||
Primary Pension Plan | $ | (4 | ) | $ | — | ||
Supplemental pension plans | 2 | 2 | |||||
Total pension expense/(income) | $ | (2 | ) | $ | 2 |
Three Months Ended | |||||||
($ in millions) | April 29, 2017 | April 30, 2016 | |||||
Voluntary early retirement program (VERP) | $ | 122 | $ | — | |||
Home office and stores | 98 | 4 | |||||
Management transition | — | 2 | |||||
Total | $ | 220 | $ | 6 |
Three Months Ended | |||||||
($ in millions) | April 29, 2017 | April 30, 2016 | |||||
Net gain from sale of non-operating assets | $ | — | $ | (5 | ) | ||
Investment income from Home Office Land Joint Venture | (1 | ) | (24 | ) | |||
Net gain from sale of operating assets | (117 | ) | (8 | ) | |||
Other | — | (1 | ) | ||||
Total expense/(income) | $ | (118 | ) | $ | (38 | ) |
Three Months Ended | |||||||
($ in millions) | April 29, 2017 | April 30, 2016 | |||||
Net income/(loss) | $ | (180 | ) | $ | (68 | ) | |
Add: Net interest expense | 87 | 95 | |||||
Add: (Gain)/loss on extinguishment of debt | — | (4 | ) | ||||
Total interest expense | 87 | 91 | |||||
Add: Income tax expense/(benefit) | (12 | ) | (1 | ) | |||
Add: Depreciation and amortization | 145 | 154 | |||||
EBITDA (non-GAAP) | 40 | 176 | |||||
Add: Restructuring and management transition charges | 220 | 6 | |||||
Add: Primary Pension Plan expense/(income) | (4 | ) | — | ||||
Less: Net gain on the sale of non-operating assets | — | (5 | ) | ||||
Less: Proportional share of net income from joint venture | (1 | ) | (24 | ) | |||
Adjusted EBITDA (non-GAAP) | $ | 255 | $ | 153 |
Three Months Ended | |||||||
($ in millions, except per share data) | April 29, 2017 | April 30, 2016 | |||||
Net income/(loss) | $ | (180 | ) | $ | (68 | ) | |
Diluted EPS | $ | (0.58 | ) | $ | (0.22 | ) | |
Add: Restructuring and management transition charges (1) | 220 | 6 | |||||
Add: Primary Pension Plan expense/(income) (1) | (4 | ) | — | ||||
Add: (Gain)/loss on extinguishment of debt (1) | — | (4 | ) | ||||
Less: Net gain on sale of non-operating assets (1) | — | (5 | ) | ||||
Less: Proportional share of net income from joint venture (1) | (1 | ) | (24 | ) | |||
Less: Tax impact resulting from other comprehensive income allocation (2) | (16 | ) | (2 | ) | |||
Adjusted net income/(loss) (non-GAAP) | $ | 19 | $ | (97 | ) | ||
Adjusted diluted EPS (non-GAAP) | $ | 0.06 | $ | (0.32 | ) |
(1) | Reflects no tax effect due to the impact of the Company's tax valuation allowance. |
(2) | Represents the net tax benefit that resulted from our other comprehensive income allocation between our Operating loss and Accumulated other comprehensive income. |
Three Months Ended | |||||||
($ in millions) | April 29, 2017 | April 30, 2016 | |||||
Cash and cash equivalents | $ | 363 | $ | 415 | |||
Merchandise inventory | 2,949 | 2,925 | |||||
Property and equipment, net | 4,437 | 4,735 | |||||
Total debt (1) | 4,602 | 4,733 | |||||
Stockholders’ equity | 1,205 | 1,250 | |||||
Total capital | 5,807 | 5,983 | |||||
Maximum capacity under our credit agreement | 2,350 | 2,350 | |||||
Cash flow from operating activities | (346 | ) | (394 | ) | |||
Free cash flow (non-GAAP) (2) | (293 | ) | (421 | ) | |||
Capital expenditures (3) | 83 | 39 | |||||
Ratios: | |||||||
Total debt-to-total capital (4) | 79 | % | 79 | % | |||
Cash-to-total debt (5) | 8 | % | 9 | % |
(1) | Total debt includes long-term debt, net of unamortized debt issuance costs, including current maturities, capital leases, financing obligation, note payable and any borrowings under our revolving 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 2017 and 2016, we had accrued capital expenditures of $38 million and $54 million, respectively. |
(4) | Total debt divided by total capital. |
(5) | Cash and cash equivalents divided by total debt. |
Three Months Ended | |||||||
($ in millions) | April 29, 2017 | April 30, 2016 | |||||
Net cash provided by/(used in) operating activities (GAAP) | $ | (346 | ) | $ | (394 | ) | |
Add: | |||||||
Proceeds from sale of operating assets | 136 | 12 | |||||
Less: | |||||||
Capital expenditures (1) | (83 | ) | (39 | ) | |||
Free cash flow (non-GAAP) | $ | (293 | ) | $ | (421 | ) | |
Net cash provided by/(used in) investing activities (2) | $ | 61 | $ | (11 | ) | ||
Net cash provided by/(used in) financing activities | $ | (239 | ) | $ | (80 | ) |
(1) | As of the end of the first quarters of 2017 and 2016, we had accrued capital expenditures of $38 million and $54 million, respectively. |
(2) | Net cash provided by investing activities includes capital expenditures and proceeds from sale of operating assets, which are also included in our computation of free cash flow. |
Corporate | Outlook | ||
Fitch Ratings | B+ | Stable | |
Moody’s Investors Service, Inc. | B1 | Stable | |
Standard & Poor’s Ratings Services | B+ | Positive |
• | customer response to our marketing and merchandise strategies; |
• | our ability to achieve profitable sales and to make adjustments in response to changing conditions; |
• | our ability to respond to competitive pressures in our industry; |
• | our ability to effectively manage inventory; |
• | the success of our omnichannel strategy; |
• | our ability to benefit from capital improvements made to our store environment; |
• | our ability to respond to any unanticipated changes in expected cash flows, liquidity and cash needs, including our ability to obtain any additional financing or other liquidity enhancing transactions, if and when needed; |
• | our ability to achieve positive cash flow; |
• | our ability to access an adequate and uninterrupted supply of merchandise from suppliers at expected levels and on acceptable terms; |
• | changes to the regulatory environment in which our business operates; and |
• | general economic conditions. |
• | counterparty credit risk; |
• | the risk that the duration or amount of the hedge may not match the duration or amount of the related liability; |
• | the hedging transactions may be adjusted from time to time in accordance with accounting rules to reflect changes in fair values, downward adjustments or “mark-to-market losses,” which would affect our stockholders’ equity; and |
• | the risk that we may not be able to meet the terms and conditions of the hedging instruments, in which case we may be required to settle the instruments prior to maturity with cash payments that could significantly affect our liquidity. |
• | potential disruptions in manufacturing, logistics and supply; |
• | changes in duties, tariffs, quotas and voluntary export restrictions on imported merchandise; |
• | strikes and other events affecting delivery; |
• | consumer perceptions of the safety of imported merchandise; |
• | product compliance with laws and regulations of the destination country; |
• | product liability claims from customers or penalties from government agencies relating to products that are recalled, defective or otherwise noncompliant or alleged to be harmful; |
• | concerns about human rights, working conditions and other labor rights and conditions and environmental impact in foreign countries where merchandise is produced and raw materials or components are sourced, and changing labor, environmental and other laws in these countries; |
• | local business practice and political issues that may result in adverse publicity or threatened or actual adverse consumer actions, including boycotts; |
• | compliance with laws and regulations concerning ethical business practices, such as the U.S. Foreign Corrupt Practices Act; and |
• | economic, political or other problems in countries from or through which merchandise is imported. |
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 20, 2016 | 8-K | 001-15274 | 3.1 | 7/21/2016 | |||||||
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 | Form of Restricted Stock Unit Grant Agreement under the J. C. Penney Company, Inc. 2016 Long-Term Incentive Plan | † | ||||||||||
10.2 | Form of Performance Unit Grant Agreement under the J. C. Penney Company, Inc. 2016 Long-Term Incentive Plan | † | ||||||||||
10.3 | Form of Stock Option Grant Agreement under the J. C. Penney Company, Inc. 2016 Long-Term Incentive Plan | † | ||||||||||
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/Andrew S. Drexler | |
Andrew S. Drexler Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) |
Name [Participant Name] | Employee ID [Employee ID] |
Date of Grant [Grant Date] | Number of Restricted Stock Units Granted [Shares Granted] |
1. | Restricted Stock Unit Grant. You have been granted the number of Restricted Stock Units listed above in recognition of your expected future contributions to the success of J. C. Penney Company, Inc. (“Company”). Each Restricted Stock Unit shall at all times be deemed to have a value equal to the then-current fair market value of one share of J. C. Penney Company, Inc. Common Stock of USD 0.50 par value (“Common Stock”). This grant is subject to all the terms, rules, and conditions of the J. C. Penney Company, Inc. 2016 Long-Term Incentive Plan (“Plan”) and the implementing resolutions (“Resolutions”) approved by the Human Resources and Compensation Committee (“Committee”) of the Company’s Board of Directors (“Board”). For purposes of this Restricted Stock Unit Grant Agreement (“Agreement”), “Employer” means the entity (the Company or the Subsidiary) that employs you on the applicable date. Capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Plan and the Resolutions. You have 90 days from the date this Agreement is made available to you, either physically or electronically, to accept the terms of this Agreement. If you do not accept the terms of this Agreement in the applicable 90 day period, you will forfeit the Restricted Stock Units that are the subject of this Agreement. |
2. | Vesting of Your Restricted Stock Units. The Restricted Stock Units shall vest and the restrictions on your Restricted Stock Unit shall lapse on [VESTING DATE] (“Vest Date”), provided you remain continuously employed by the Company or a Subsidiary through the Vest Date (unless your Employment terminates due to your Retirement, Disability, death, job restructuring, reduction in force, mutual consent, or unit closing); otherwise the Restricted Stock Units granted will be forfeited. |
3. | Dividend Equivalents. You shall not have any rights as a stockholder until your Restricted Stock Units vest and you are issued shares of Common Stock in settlement of the vested Restricted Stock Units. If the Company declares a dividend, you will accrue dividend equivalents on the unvested Restricted Stock Units in the amount of any quarterly dividend declared on the Common Stock. Dividend equivalents shall continue to accrue until your Restricted Stock Units vest and you receive actual shares of Common Stock in settlement of the vested Restricted Stock Units. The dividend equivalents shall be credited as additional Restricted Stock Units in your account to be paid in shares of Common Stock on the Vest Date along with the Restricted Stock Units to which they relate. The number of additional Restricted Stock Units to be credited to your account shall be determined by dividing the aggregate dividend payable with respect to the number of Restricted Stock Units in your account by the closing price of the Common Stock on the New York Stock Exchange on the dividend payment date. The additional Restricted Stock Units credited to your account are subject to all of the terms and conditions of this Restricted Stock Unit award and the Plan and you shall forfeit any dividend equivalent Restricted Stock Units in the event that you forfeit the Restricted Stock Units to which they relate. |
4. | Employment Termination. If your Employment terminates due to Retirement, Disability, death, job restructuring, reduction in force, mutual consent, or unit closing prior to the Vest Date, you shall be entitled to a prorated number of Restricted Stock Units. The pro-rata number of Restricted Stock Units that will vest will be determined by multiplying the “Number of Restricted Stock Units Granted” from above by a fraction, the numerator of which is |
5. | Covenants and Representations. By accepting this award you hereby acknowledge that your duties to the Company or Employer require access to and creation of the Company’s confidential or proprietary information and trade secrets (collectively, the “Proprietary Information”). The Proprietary Information has been and will continue to be developed by the Company and its Subsidiaries and affiliates at substantial cost and constitutes valuable and unique property of the Company. You further acknowledge that due to the nature of your position, you will have access to Proprietary Information affecting plans and operations in every location in which the Company (and its Subsidiaries and affiliates) does business or plans to do business throughout the world, and your decisions and recommendations on behalf of the Company (or its Subsidiaries and affiliates) may affect its operations throughout the world. Accordingly, by accepting this award you acknowledge that the foregoing makes it reasonably necessary for the protection of the Company’s business interests that you agree to the following covenants in connection with (i) your involuntary separation from service, as defined under United States Treasury Regulation §1.409A-1(n), other than for Cause, or (ii) your voluntary separation from service: |
(a) | Confidentiality. You hereby covenant and agree that you shall not, without the prior written consent of the Company, during your employment with the Company or its Subsidiaries at any time thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any Proprietary Information of the Company. |
i. | It is expressly understood and agreed that the Company’s Proprietary Information is all nonpublic information relating to the Company’s business, including but not limited to information, plans and strategies regarding suppliers, pricing, marketing, customers, hiring and terminations, employee performance and evaluations, internal reviews and investigations, short term and long range plans, acquisitions and divestitures, advertising, information systems, sales objectives and performance, as well as any other nonpublic information, the nondisclosure of which may provide a competitive or economic advantage to the Company. Proprietary Information shall not be deemed to have become public for purposes of this Agreement where it has been disclosed or made public by or through anyone acting in violation of a contractual, ethical, or legal responsibility to maintain its confidentiality. |
ii. | In the event you receive a subpoena, court order, or other summons that may require you to disclose Proprietary Information, on pain of civil or criminal penalty, you will promptly give notice to the Company of the subpoena or summons and provide the Company an opportunity to appear at the Company’s expense and challenge the disclosure of its Proprietary Information, and you shall provide reasonable cooperation to the Company for purposes of affording the Company the opportunity to prevent the disclosure of the Company’s Proprietary Information. |
iii. | Nothing in this Agreement shall restrict you from, directly or indirectly, initiating communications with or responding to any inquiry from, or providing testimony before, the United States Securities and Exchange Commission (“SEC”), Financial Industries Regulatory Authority (“FINRA”), or any other self-regulatory organization or state or federal regulatory authority. |
(b) | Nonsolicitation of Employees. You hereby covenant and agree that during your employment with the Company or its Subsidiaries and, in the event you, as noted above, (i) have a voluntary separation from service, or (ii) have an involuntary separation from service other than for Cause, that for a period equal to (x) 18 months, if |
(c) | Noninterference with Business Relations. You hereby covenant and agree that during your employment with the Company and, in the event you, as noted above, (i) have a voluntary separation from service, or (ii) have an involuntary separation from service other than for Cause, that for a period equal to (x) 18 months, if you are an Executive Vice President on the date of your separation from service, or (y) 12 months, if you are a Senior Vice President, thereafter, you shall not, without the prior written consent of the Company, on your own behalf or on the behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any person, firm or company to cease doing business with, reduce its business with, or decline to commence a business relationship with, the Company (or any of its Subsidiaries or affiliates). |
(d) | Noncompetition. |
i. | You hereby covenant and agree that during your employment with the Company or its Subsidiaries and, in the event you, as noted above, (i) have a voluntary separation from service, or (ii) have an involuntary separation from service other than for Cause, that for a period equal to (x) 18 months, if you are an Executive Vice President on the date of your separation from service, or (y) 12 months, if you are a Senior Vice President, (the “Severance Period”) thereafter, you will not, except as otherwise provided for below, undertake any work for a Competing Business, as defined in subsection 5(d)ii. |
ii. | As used in this Agreement, the term “Competing Business” shall specifically include, but not be limited to: |
A. | Kohl’s Corporation, Macy’s, Inc., Target Corporation, The TJX Companies, Inc., Ross Stores, Inc., Wal-Mart Stores, Inc., Amazon.com, Inc., and any of their respective subsidiaries or affiliates, or |
B. | any business (1) that, at any time during the Severance Period, competes directly with the Company through sales of merchandise or services in the United States or another country or commonwealth in which the Company, including its divisions, affiliates and licensees, operates, and (2) where you perform services, whether paid or unpaid, in any capacity, including as an officer, director, owner, consultant, employee, agent, or representative, where such services involve the performance of (x) substantially similar duties or oversight responsibilities as those you performed at any time during the 12-month period preceding your termination from the Company or a Subsidiary for any reason, or (y) greater duties or responsibilities that include such substantially similar duties or oversight responsibilities as those referred to in (x); or |
C. | any business that provides buying office or sourcing services to any business of the types referred to in this subsection 5(d). |
iii. | For purposes of this section, the restrictions on working for a Competing Business shall include working at any location within the United States, Puerto Rico or Hong Kong. You acknowledge that the Company is a national retailer with operations throughout the United States and Puerto Rico and that the duties and responsibilities that you perform, or will perform, for the Company directly impact the Company’s ability to compete with a Competing Business in a nationwide marketplace. You further acknowledge that you have, or will have, access to sensitive and confidential information of the Company that relates to the Company’s ability to compete in a nationwide marketplace. |
(e) | Non-Disparagement. You covenant that you will not make any statement or representation, oral or written, that could adversely affect the reputation, image, goodwill or commercial interests of the Company. This provision will be construed as broadly as state or federal law permits, but no more broadly than permitted by state or federal law. This provision is not intended to and does not prohibit you from participating in a governmental investigation concerning the Company, or providing truthful testimony in any lawsuit, arbitration, |
(f) | Enforcement and Injunctive Relief. In addition to any other remedies to which the Company is entitled, on the Company’s becoming aware that you have breached, or potentially have breached, any of the Covenants and Representations set forth in this Agreement, above, the Company shall have a right to seek recoupment of the portion of any award under the Plan, or any plan or program that is a successor to the Plan, that (i) vested within the 12 months prior to the date of your voluntary separation from service or your involuntary separation from service other than for cause, each under and as defined in your termination agreement, and (ii) includes and is subject to these Covenants and Representations, including any proceeds or value received from the settlement or sale of that portion of any such awards. Further, if you shall breach any of the covenants contained herein, the Company may recover from you all such damages as it may be entitled to under the terms of this Agreement, any other agreement between the Company and you, at law, or in equity. In addition, you acknowledge that any such breach of the Covenants and Representations in the Agreement is likely to result in immediate and irreparable harm to the Company for which money damages are likely to be inadequate. Accordingly, you consent to injunctive and other appropriate equitable relief without the necessity of bond in excess of USD 500 upon the institution of proceedings therefore by the Company in order to protect the Company’s rights hereunder. |
6. | Recoupment. As provided in Section 12.19 of the Plan, this Award is subject to any compensation recoupment policy adopted by the Board or the Committee prior to or after the effective date of the Plan, and as such policy may be amended from time to time after its adoption. |
7. | Responsibility for Taxes. |
(a) | Liability for Tax-Related Items. You acknowledge that regardless of any action the Company or Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of any shares of Common Stock acquired as a result of such settlement and/or the receipt of any dividends after settlement; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the your liability for Tax-Related Items or achieve any particular tax result. Furthermore, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. |
(b) | Tax-Related Items Withholding Procedures. You authorize the use of the withholding procedures set forth below in this subsection 7(b) to satisfy all Tax-Related Items obligations of the Company and/or the Employer that may arise upon the vesting of the Restricted Stock Units or any other taxable or tax withholding event. The Company shall not be required to issue or deliver the shares of Common Stock if you fail to comply with your obligations in connection with the Tax-Related Items. Further, the Company may withhold or account for Tax-Related Items by considering minimum statutory withholding or such other rate that will not cause adverse accounting consequences. |
8. | Nature of Grant. In accepting the Restricted Stock Units, you acknowledge that: |
(a) | the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; |
(b) | the grant of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; |
(c) | all decisions with respect to future Restricted Stock Unit grants, if any, will be at the sole discretion of the Company; |
(d) | you are voluntarily participating in the Plan; |
(e) | the Restricted Stock Units and any shares of Stock that may be received in settlement of the Restricted Stock Units, and the income and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of your employment contract, if any, (ii) are not intended to replace any pension rights or compensation, and (iii) are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; |
(f) | the Restricted Stock Unit grant will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary, nor does it amend any legal relationship or legal entitlement between you and the Employer; |
(g) | this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of your further employment for the vesting period, for any period, or at all, and will not interfere with your right or the right of the Employer to terminate your employment relationship at any time; |
(h) | unless otherwise determined by the Company in its sole discretion, for purposes of this Agreement, a termination of Employment shall be effective from the date on which active employment ends and shall not be extended by any statutory or common law notice of termination period; |
(i) | unless otherwise agreed with the Company, the Restricted Stock Units and the shares of Common Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; |
(j) | the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; |
(k) | neither the Company, the Employer nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to you pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Common Stock you may acquire upon such settlement; |
(l) | no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units or the recoupment of any shares of Stock acquired pursuant to the Restricted Stock Units resulting from (i) termination of Employment (regardless of the reason for termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms |
(m) | the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement, not otherwise specifically provided for in the Plan or provided by the Company in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Common Stock. |
9. | No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Common Stock. You should consult your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan. |
10. | Data Privacy. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, the Employer, the Company, and its Subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan. |
11. | Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. |
12. | Addendum to Agreement. Notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be subject to any special terms and conditions for your country of residence (and country of employment, if different) as set forth in the addendum to this Agreement (the “Addendum”). Further, if you transfer your residence and/or employment to a country reflected in the Addendum, the special terms and conditions for such country will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Restricted Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). The Addendum shall constitute part of this Agreement. |
13. | Language. If you have received the Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. |
14. | Not a Public Offering. If you are resident outside the United States, the grant of the Restricted Stock Units is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Restricted Stock Units is not subject to the supervision of the local securities authorities. |
15. | Insider Trading/Market Abuse Laws. You acknowledge that you may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the United States and your country, which may affect your ability to acquire or sell shares of Common Stock or rights to shares of Common Stock (e.g., Restricted Stock Units) under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to be informed of and compliant with such regulations, and should speak to your personal advisor on this matter. |
16. | Foreign Asset/Account Reporting; Exchange Controls; Compliance with Law. Your country may have certain foreign asset and/or account reporting requirements and/or exchange controls which may affect your ability to acquire or hold shares of Common Stock under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of shares of Common Stock) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details. In addition, you agree to take any and all actions, and consent to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and/or regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal obligations under local laws, rules and/or regulations in your country of residence and country of employment, if different). |
17. | Electronic Delivery. The Company may, in its sole discretion, deliver by electronic means any documents related to the Award or your future participation in the Plan. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. |
18. | Governing Law. This Agreement is governed by the substantive and procedural laws of the state of Delaware, without regard to Delaware’s conflict-of-laws principles. |
19. | Severability. If any provision of this Agreement is determined to be illegal, invalid, or unenforceable for any reason, under present or future law, the illegal, invalid, or unenforceable provision will be fully severable and severed, and will not affect the remaining parts of the Agreement, and the Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had not been included in the Agreement, and the remaining provisions of the Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance. |
1. | Settlement of RSUs. The Restricted Stock Units do not provide any right for you to receive a cash payment and the Restricted Stock Units will be settled only in shares of Common Stock. |
2. | Restrictions on Sale and Transferability. Shares of Common Stock acquired upon vesting of the Restricted Stock Units are accepted as a personal investment. In the event the Restricted Stock Units vest within six months of the Grant Date, you hereby agree that any shares of Common Stock acquired pursuant to the Restricted Stock Units may not be offered to the public in Hong Kong or otherwise disposed of prior to the six-month anniversary of the Grant Date. |
3. | Securities Warning. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of the Agreement, the Plan or any Plan prospectus, you should obtain independent professional advice. The Restricted Stock Units and any shares of Common Stock issued thereunder do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company or its Subsidiaries. The Agreement, including any Addendum to the Agreement, the Plan, any Plan prospectus and any other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. The Restricted Stock Units and any related documentation are intended only for your personal use and may not be distributed to any other person. |
4. | Occupational Retirement Schemes Ordinance Notification. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance. |
1. | Exchange Control Notice. You must repatriate any dividends and proceeds from the sale of shares of Common Stock to India within the time period prescribed under applicable local law. You should obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate (“FIRC”) from the bank where you deposit the foreign currency. You should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. You also are responsible for complying with any other exchange control laws in India that may apply to the Restricted Stock Units or the shares of Common Stock acquired under the Plan. |
Name [Associate Name] | Employee ID [Employee ID] |
Date of Grant [Grant Date] | Number of Performance Units Granted [Grant Amount] |
Performance | Payout % |
[MAXIMUM] | 200% |
[TARGET] | 100% |
[MINIMUM] | 25% |
(a) | It is expressly understood and agreed that the Company’s Proprietary Information is all nonpublic information relating to the Company’s business, including but not limited to information, plans and strategies regarding suppliers, pricing, marketing, customers, hiring and terminations, employee performance and evaluations, internal reviews and investigations, short term and long range plans, acquisitions and divestitures, advertising, information systems, sales objectives and performance, as well as any other nonpublic information, the nondisclosure of which may provide a competitive or economic advantage to the Company. Proprietary Information shall not be deemed to have become public for purposes of this Agreement where it has been disclosed or made public by or through anyone acting in violation of a contractual, ethical, or legal responsibility to maintain its confidentiality. |
(b) | In the event you receive a subpoena, court order, or other summons that may require you to disclose Proprietary Information, on pain of civil or criminal penalty, you will promptly give notice to the Company of the subpoena or summons and provide the Company an opportunity to appear at the Company’s expense and challenge the disclosure of its Proprietary Information, and you shall provide reasonable cooperation to the Company for purposes of affording the Company the opportunity to prevent the disclosure of the Company’s Proprietary Information. |
(c) | Nothing in this Agreement shall restrict you from, directly or indirectly, initiating communications with or responding to any inquiry from, or providing testimony before, the Securities and Exchange Commission (“SEC”), Financial Industries Regulatory Authority (“FINRA”), or any other self-regulatory organization or state or federal regulatory authority. |
(a) | You hereby covenant and agree that during your employment with the Company and, in the event you, as noted above, (i) have a voluntary separation from service, or (ii) have an involuntary separation from service other than for Cause, that for a period equal to (x) 18 months, if you are an Executive Vice President on the date of your separation from service, or (y) 12 months, if you are a Senior Vice President, thereafter, you will not, except as otherwise provided for below, undertake any work for a Competing Business, as defined in (b). |
(b) | As used in this Agreement, the term “Competing Business” shall specifically include, but not be limited to: |
(i) | Kohl’s Corporation, Macy’s, Inc., Target Corporation, The TJX Companies, Inc., Ross Stores, Inc., Wal-Mart Stores, Inc., Amazon.com, Inc., and any of their respective subsidiaries or affiliates, or |
(ii) | any business (A) that, at any time during the Severance Period, competes directly with the Corporation through sales of merchandise or services in the United States or another country or commonwealth in which the Corporation, including its divisions, affiliates and licensees, operates, and (B) where the Executive performs services, whether paid or unpaid, in any capacity, including as an officer, director, owner, consultant, employee, agent, or representative, where such services involve the performance of (x) substantially similar duties or oversight responsibilities as those performed by the Executive at any time during the 12-month period preceding the Executive’s termination from the Corporation for any reason, or (y) greater duties or responsibilities that include such substantially similar duties or oversight responsibilities as those referred to in (x); or |
(iii) | any business that provides buying office or sourcing services to any business of the types referred to in this section (b). |
(c) | For purposes of this section, the restrictions on working for a Competing Business shall include working at any location within the United States or Puerto Rico. You acknowledge that the Company is a national retailer with operations throughout the United States and Puerto Rico and that the duties and responsibilities that you perform, or will perform, for the Company directly impact the Company’s ability to compete with a Competing Business in a nationwide marketplace. You further acknowledge that you have, or will have, access to sensitive and confidential information of the Company that relates to the Company’s ability to compete in a nationwide marketplace. |
Name [Participant Name] | Employee ID [Employee ID] | |
Date of Grant [Grant Date] | Option Grant Price Per Share [Grant Price] | Number of NSO Shares Granted [Shares Granted] |
(a) | It is expressly understood and agreed that the Company’s Proprietary Information is all nonpublic information relating to the Company’s business, including but not limited to information, plans, and strategies regarding suppliers, pricing, marketing, customers, hiring and terminations, employee performance and evaluations, internal reviews and investigations, short term and long range plans, acquisitions and divestitures, advertising, information systems, sales objectives and performance, as well as any other nonpublic information, the nondisclosure of which may provide a competitive or economic advantage to the Company. Proprietary Information shall not be deemed to have become public for purposes of this Agreement where it has been disclosed or made public by or through anyone acting in violation of a contractual, ethical, or legal responsibility to maintain its confidentiality. |
(b) | In the event you receive a subpoena, court order, or other summons that may require you to disclose Proprietary Information, on pain of civil or criminal penalty, you will promptly give notice to the Company of the subpoena or summons and provide the Company an opportunity to appear at the Company’s expense and challenge the disclosure of its Proprietary Information, and you shall provide reasonable cooperation to the Company for purposes of affording the Company the opportunity to prevent the disclosure of the Company’s Proprietary Information. |
(c) | Nothing in this Agreement shall restrict you from, directly or indirectly, initiating communications with or responding to any inquiry from, or providing testimony before, the Securities and Exchange Commission (“SEC”), Financial Industries Regulatory Authority (“FINRA”), or any other self-regulatory organization or state or federal regulatory authority. |
(a) | You hereby covenant and agree that during your employment with the Company and, in the event you, as noted above, (i) have a voluntary separation from service, or (ii) have an involuntary separation from service other than for Cause, that for a period equal to (x) 18 months, if you are an Executive Vice President on the date of your separation from service, or (y) 12 months, if you are a Senior Vice President, thereafter, you |
(b) | As used in this Agreement, the term “Competing Business” shall specifically include, but not be limited to: |
(i) | Kohl’s Corporation, Macy’s, Inc., Target Corporation, The TJX Companies, Inc., Ross Stores, Inc., Wal-Mart Stores, Inc., Amazon.com, Inc., and any of their respective subsidiaries or affiliates, or |
(ii) | any business (A) that, at any time during the Severance Period, competes directly with the Corporation through sales of merchandise or services in the United States or another country or commonwealth in which the Corporation, including its divisions, affiliates and licensees, operates, and (B) where the Executive performs services, whether paid or unpaid, in any capacity, including as an officer, director, owner, consultant, employee, agent, or representative, where such services involve the performance of (x) substantially similar duties or oversight responsibilities as those performed by the Executive at any time during the 12-month period preceding the Executive’s termination from the Corporation for any reason, or (y) greater duties or responsibilities that include such substantially similar duties or oversight responsibilities as those referred to in (x); or |
(iii) | any business that provides buying office or sourcing services to any business of the types referred to in this section (b). |
(c) | For purposes of this section, the restrictions on working for a Competing Business shall include working at any location within the United States or Puerto Rico. You acknowledge that the Company is a national retailer with operations throughout the United States and Puerto Rico and that the duties and responsibilities that you perform, or will perform, for the Company directly impact the Company’s ability to compete with a Competing Business in a nationwide marketplace. You further acknowledge that you have, or will have, access to sensitive and confidential information of the Company that relates to the Company’s ability to compete in a nationwide marketplace. |
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/ Marvin R. Ellison | |
Marvin R. Ellison | |
Chairman and 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/ Marvin R. Ellison | |
Marvin R. Ellison | |
Chairman and Chief Executive Officer |
/s/ Edward J. Record | |
Edward J. Record | |
Executive Vice President and Chief Financial Officer |
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3 Months Ended
Document and Entity Information [Abstract]
Entity Registrant Name
J C PENNEY CO INC
Entity Central Index Key
0001166126
Current Fiscal Year End Date
--02-03
Entity Filer Category
Large Accelerated Filer
Document Type
10-Q
Document Period End Date
Apr. 29, 2017
Document Fiscal Year Focus
2017
Document Fiscal Period Focus
Q1
Amendment Flag
false
Entity Common Stock, Shares Outstanding
309,996,241
Trading Symbol
jcp
shares in Millions, $ in Millions3 Months Ended
Income Statement [Abstract]
Total net sales
$ 2,706
$ 2,811
Cost of goods sold
1,723
1,793
Gross margin
983
1,018
Operating expenses/(income):
Selling, general and administrative (SG&A)
843
872
Pension
(2)
2
Depreciation and amortization
145
154
Real estate and other, net
(118)
(38)
Restructuring and management transition
220
6
Total operating expenses
1,088
996
Operating income/(loss)
(105)
22
(Gain)/loss on extinguishment of debt
0
(4)
Net interest expense
87
95
Income/(loss) before income taxes
(192)
(69)
Income tax expense/(benefit)
(12)
(1)
Net income/(loss)
$ (180)
$ (68)
Earnings/(loss) per share:
Basic (in dollars per share)
$ (0.58)
$ (0.22)
Diluted (in dollars per share)
$ (0.58)
$ (0.22)
Weighted average shares – basic
309.6
307.2
Weighted average shares – diluted
309.6
307.2
$ in Millions
Statement of Financial Position [Abstract]
Accumulated depreciation
$ (3,903)
$ (3,842)
$ (3,852)
Common stock, shares authorized
1,250,000,000
1,250,000,000
1,250,000,000
Common stock, par value per share
$ 0.50
$ 0.50
$ 0.5
Common stock, shares issued
309,800,000
308,300,000
307,300,000
Common stock, shares outstanding
309,800,000
308,300,000
307,300,000
$ in Millions3 Months Ended
Cash flows from operating activities
Net income/(loss)
$ (180)
$ (68)
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Restructuring and management transition
77
(1)
Asset impairments and other charges
1
1
Net gain on sale of non-operating assets
0
(5)
Net gain on sale of operating assets
(117)
(8)
(Gain)/loss on extinguishment of debt
0
(4)
Depreciation and amortization
145
154
Benefit plans
111
(12)
Stock-based compensation
7
10
Deferred taxes
(18)
(3)
Change in cash from:
Inventory
(95)
(204)
Prepaid expenses and other
(71)
(59)
Merchandise accounts payable
(84)
70
Current income taxes
5
(1)
Accrued expenses and other
(127)
(264)
Net cash provided by/(used in) operating activities
(346)
(394)
Cash flows from investing activities
Capital expenditures
(83)
(39)
Net proceeds from sale of non-operating assets
0
2
Net proceeds from sale of operating assets
136
12
Joint venture return of investment
8
14
Net cash provided by/(used in) investing activities
61
(11)
Cash flows from financing activities
Payments of capital leases, financing obligation and note payable
(6)
(14)
Payments of long-term debt
(230)
(62)
Proceeds from stock options exercised
0
1
Tax withholding payments for vested restricted stock
(3)
(5)
Net cash provided by/(used in) financing activities
(239)
(80)
Net increase/(decrease) in cash and cash equivalents
(524)
(485)
Cash and cash equivalents at beginning of period
887
900
Cash and cash equivalents at end of period
363
415
Supplemental cash flow information
Income taxes received/(paid), net
(1)
(3)
Interest received/(paid), net
(104)
(122)
Supplemental non-cash investing and financing activity
Increase/(decrease) in other accounts payable related to purchases of property and equipment and software
$ 5
$ 41
3 Months Ended
Basis of Presentation and Consolidation [Abstract]
Basis of Presentation and Consolidation
3 Months Ended
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Effect of New Accounting Standards
3 Months Ended
Earnings Per Share [Abstract]
Earnings/(Loss) per Share
2017
2016
2017
2016
3 Months Ended
Debt Disclosure [Abstract]
Long-Term Debt
3 Months Ended
Derivative [Line Items]
Derivative Instruments and Hedging Activities Disclosure [Text Block]
3 Months Ended
Restructuring and Related Activities [Abstract]
Restructuring and Management Transition
2017
2016
3 Months Ended
Fair Value Disclosures [Abstract]
Fair Value Disclosures
3 Months Ended
Stockholders' Equity Note [Abstract]
Stockholders' Equity
of
Common
Paid-in
Earnings/
(Accumulated
Other
Comprehensive
Stockholders’
Comprehensive
3 Months Ended
Retirement Benefit Plans [Abstract]
Retirement Benefit Plans
2017
2016
3 Months Ended
Real Estate and Other, Net [Abstract]
Real Estate and Other, Net
2017
2016
3 Months Ended
Income Tax Disclosure [Abstract]
Income Taxes
3 Months Ended
Litigation, Other Contingencies and Guarantees [Abstract]
Litigation, Other Contingencies and Guarantees
3 Months Ended
Subsequent Event [Abstract]
Subsequent Events [Text Block]
3 Months Ended
Basis of Presentation and Consolidation [Abstract]
Consolidation, Policy
Fiscal Period, Policy
Reclassification, Policy
3 Months Ended
Earnings Per Share [Abstract]
Earnings/(Loss) per Share
2017
2016
Antidilutive common stock
2017
2016
3 Months Ended
Debt Instrument [Line Items]
Schedule of Debt [Table Text Block]
3 Months Ended
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Derivative Liabilities at Fair Value [Table Text Block]
3 Months Ended
Restructuring Reserve [Abstract]
Composition of Restructuring and Management Transition Charges
2017
2016
Restructuring and Management Transition Charges
3 Months Ended
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Instruments Not Carried at Fair Value, Carrying Value and Fair Value
3 Months Ended
Stockholders' Equity Note [Abstract]
Schedule of Components in Stockholders' Equity
of
Common
Paid-in
Earnings/
(Accumulated
Other
Comprehensive
Stockholders’
Schedule of Changes in Accumulated Other Comprehensive Income (Loss)
Comprehensive
3 Months Ended
Retirement Benefit Plans [Abstract]
Schedule of Pension Plan Expense/(Income)
2017
2016
3 Months Ended
Real Estate and Other, Net [Abstract]
Schedule of Other Operating Cost and Expense, by Component [Table Text Block]
2017
2016
3 Months Ended
Entity Information [Line Items]
State of incorporation
Delaware
J. C. Penney Corporation, Inc. [Member]
Entity Information [Line Items]
Year Incorporated
1924
J. C. Penney Company, Inc. [Member]
Entity Information [Line Items]
Year Incorporated
2002
$ in Millions3 Months Ended
12 Months Ended
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New accounting pronouncement or change in accounting principle, effect of adoption, quantification
$ 231
$ 196
Accounting Standards Update 2015-17 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New accounting pronouncement or change in accounting principle, description
In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes, which requires all deferred tax assets and liabilities to be classified as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. The new standard will also no longer require allocating valuation allowances between current and noncurrent deferred tax assets because those allowances also will be classified as noncurrent. The Company adopted ASU 2015-17 retrospectively in its first quarter ended April 29, 2017. As a result of the retrospective adoption, the Company reclassified deferred tax assets of $231 million and $196 million as of April 30, 2016, and January 28, 2017, respectively, from Deferred taxes (a component of current assets) to a reduction in Deferred taxes (a component of long-term liabilities) on the unaudited Interim Consolidated Balance Sheets.
Accounting standards update 2015-11 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New accounting pronouncement or change in accounting principle, description
In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330), Simplifying the Measurement of Inventory, which simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. Under previous guidance, net realizable value is one of several calculations an entity needs to make to measure inventory at the lower of cost or market. However, companies will continue to apply their existing impairment models to inventories that are accounted for using last-in first-out (LIFO) and the retail inventory method (RIM). The Company adopted ASU 2015-11 in its first quarter ended April 29, 2017. The adoption of this standard did not have a material impact on our financial condition, results of operations or cash flows as substantially all of our inventory is measured by the RIM impairment model which is considered a continued acceptable method under the new standard.
Accounting standards update 2016-09 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New accounting pronouncement or change in accounting principle, description
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 changes how companies account for certain aspects of share-based payments to employees. Entities are required to recognize the income tax effects of awards (windfalls or shortfalls) in the income statement when the awards vest or are settled (i.e., additional paid-in capital or APIC pools will be eliminated). The guidance on employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation and for forfeitures also changed. The ASU also provides a practical expedient for public companies that allows the use of a simplified method to estimate the expected term for certain awards. The Company adopted ASU 2016-09 in its first quarter ended April 29, 2017.
As a result of ASU 2016-09 requiring all windfalls and shortfalls to be recognized when they arise, excess tax benefits that were not previously recognized because the related tax deduction had not reduced current taxes payable have been recorded on a modified retrospective basis through a cumulative effect adjustment to retained earnings as of January 29, 2017. Additionally, the deferred tax assets recognized as a result of this transition guidance have been assessed for realizability and any valuation allowance has been recognized as part of the cumulative effect adjustment to retained earnings also as a result of this transition guidance. Considering these aspects of transitioning to the new guidance, there was no impact to retained earnings as a result of a valuation allowance being recorded against the related deferred tax asset recorded as the cumulative adjustment.
Accounting standards update 2016-05 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New accounting pronouncement or change in accounting principle, description
In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (a consensus of the FASB Emerging Issues Task Force) (ASU 2016-05). Under the ASU, the novation of a derivative contract (i.e., a change in the counterparty) in a hedge accounting relationship does not, in and of itself, require dedesignation of that hedge accounting relationship. The hedge accounting relationship could continue uninterrupted if all of the other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterparty to the derivative contract is considered. The Company adopted ASU 2016-05 in the first quarter ended April 29, 2017 and the new guidance had no impact as the Company had no transactions involving the novation of a derivative.
Accounting standards update 2017-07 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New accounting pronouncement or change in accounting principle, description
In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. ASU 2017-07 requires companies to present the service cost component of net benefit cost in the same line items in which they report compensation cost. Companies will present all other components of net benefit cost outside of operating income, if this subtotal is presented. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods therein. Early adoption is permitted as of the beginning of an annual period for which financial statements have not been issued or made available for issuance. Entities should apply this guidance retrospectively for the presentation of the service cost component and the other components of net periodic pension cost in the income statement and prospectively, on and after the effective date, for any capitalization of the service cost component of net periodic pension cost in assets. We are currently evaluating the effect that adopting this new accounting guidance will have on our financial condition, results of operations, or cash flows.
$ / shares in Units, shares in Millions, $ in Millions3 Months Ended
Earnings Per Share [Abstract]
Net income/(loss)
$ (180)
$ (68)
Weighted average common shares outstanding (basic shares)
309.6
307.2
Weighted average shares assuming dilution (diluted shares)
309.6
307.2
Basic (in dollars per share)
$ (0.58)
$ (0.22)
Diluted (in dollars per share)
$ (0.58)
$ (0.22)
Stock options, restricted stock awards and warrant
33.1
35.2
$ in Millions3 Months Ended
Less: current maturities
$ 307
$ 321
$ 263
Unamortized debt issuance costs
(62)
(55)
(63)
Total debt, excluding capital leases, financing obligation and note payable
4,373
4,709
4,602
Total debt, excluding unamortized debt issuance costs, capital leases, financing obligation and note payable
4,435
4,764
4,665
Total long-term debt, excluding capital leases, financing obligation and note payable
4,066
4,388
4,339
(Gain)/loss on extinguishment of debt
$ 0
(4)
Senior Notes 5.65% Due 2020 [Member]
Debt Instrument, Interest Rate, Stated Percentage
5.65%
Unsecured Long-term Debt, Noncurrent
[1]
$ 400
400
400
Senior Notes 5.75% Due 2018 [Member]
Debt Instrument, Interest Rate, Stated Percentage
5.75%
Unsecured Long-term Debt, Noncurrent
[1]
$ 265
265
265
Senior Secured Notes Five Point Eight Seven Five Percent Due2023 [Member]
Debt Instrument, Interest Rate, Stated Percentage
5.875%
Secured Long-term Debt, Noncurrent
[1]
$ 500
0
500
Senior Notes 6.375% Due 2036 [Member]
Debt Instrument, Interest Rate, Stated Percentage
6.375%
Unsecured Long-term Debt, Noncurrent
[1]
$ 388
388
388
Notes 6.9% Due 2026 [Member]
Debt Instrument, Interest Rate, Stated Percentage
6.90%
Unsecured Long-term Debt, Noncurrent
$ 2
2
2
Debentures 7.125% Due 2023 [Member]
Debt Instrument, Interest Rate, Stated Percentage
7.125%
Unsecured Long-term Debt, Noncurrent
$ 10
10
10
Debentures 7.4% Due 2037 [Member]
Debt Instrument, Interest Rate, Stated Percentage
7.40%
Unsecured Long-term Debt, Noncurrent
$ 313
313
313
Notes 7.625% Due 2097 [Member]
Debt Instrument, Interest Rate, Stated Percentage
7.625%
Unsecured Long-term Debt, Noncurrent
$ 500
500
500
Debentures Seven Point Six Five Percent Due2016 [Member]
Debt Instrument, Interest Rate, Stated Percentage
7.65%
Unsecured Long-term Debt, Noncurrent
$ 0
78
0
Debentures Seven Point Nine Five Percent Due2017 [Member]
Debt Instrument, Interest Rate, Stated Percentage
7.95%
Unsecured Long-term Debt, Noncurrent
$ 0
220
220
Senior Notes 8.125% due 2019 [Member]
Debt Instrument, Interest Rate, Stated Percentage
8.125%
Unsecured Long-term Debt, Noncurrent
$ 400
400
400
2016 Term Loan Facility [Member]
Secured Long-term Debt, Noncurrent
1,657
0
1,667
2013 Term Loan Facility [Member]
Secured Long-term Debt, Noncurrent
0
2,188
0
Notes And Debentures Including Current Maturities [Member]
Total debt, excluding unamortized debt issuance costs, capital leases, financing obligation and note payable
$ 4,435
$ 4,764
$ 4,665
[1]
These debt issuances contain a change of control provision that would obligate us, at the holders’ option, to repurchase the debt at a price of 101%.
$ in Millions3 Months Ended
Derivative Instruments, Gain (Loss) [Line Items]
Discussion of Objectives for Using Interest Rate Derivative Instruments
Fix a portion of our variable LIBOR-based interest payments
Interest Rate Cash Flow Hedge Liability at Fair Value
$ 13
$ 12
$ 31
Derivative, Notional Amount
$ 1,250
Derivative, Average Fixed Interest Rate
2.04%
Description of Reclassification of Interest Rate Cash Flow Hedge Gain (Loss)
Amounts in Accumulated other comprehensive income/(loss) are reclassified into net income/(loss) when the related interest payments affect earnings
Description of Location of Interest Rate Cash Flow Hedge Derivative on Balance Sheet
The fair value of our interest rate swaps are recorded on the unaudited Interim Consolidated Balance Sheets as an asset or a liability (see Note 7).
Description of Location of Gain (Loss) on Interest Rate Cash Flow Hedge Derivative in Financial Statements
The effective portion of the interest rate swaps' changes in fair values is reported in Accumulated other comprehensive income/(loss) (see Note 8), and the ineffective portion is reported in Net income/(loss).
Description of Interest Rate Derivative Activities
We have entered into interest rate swap agreements with notional amounts totaling $1,250 million to fix a portion of our variable LIBOR-based interest payments. The interest rate swap agreements have a weighted-average fixed rate of 2.04%, mature on May 7, 2020 and have been designated as cash flow hedges.
Effectiveness of interest rate swaps
100.00%
Other Liabilities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Interest Rate Cash Flow Hedge Liability at Fair Value
$ 11
10
29
Other Accounts Payable and Accrued Expenses [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Interest Rate Cash Flow Hedge Liability at Fair Value
$ 2
$ 2
$ 2
$ in Millions3 Months Ended
Restructuring Cost and Reserve [Line Items]
Severance Costs
$ 14
Number of employees eligible for VERP | employee
6,000
Number of employees accepted VERP | employee
2,800
Defined Benefit Plan, Special Termination Benefits
$ 112
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | Rate
4.34%
4.40%
Number of stores announced closing | stores
138
Asset Impairment Charges
$ 77
VERP [Member]
Restructuring Cost and Reserve [Line Items]
Charges
122
$ 0
Cumulative Amount
122
Home Office And Stores [Member]
Restructuring Cost and Reserve [Line Items]
Charges
98
4
Restructuring and Related Cost, Incurred Cost
21
Cumulative Amount
395
Management Transition [Member]
Restructuring Cost and Reserve [Line Items]
Charges
0
2
Cumulative Amount
255
Other Restructuring And Management Transition [Member]
Restructuring Cost and Reserve [Line Items]
Charges
0
Restructuring and Related Cost, Incurred Cost
0
Cumulative Amount
178
Total [Member]
Restructuring Cost and Reserve [Line Items]
Charges
220
$ 6
Restructuring and Related Cost, Incurred Cost
21
Cumulative Amount
950
Pension Plan [Member]
Restructuring Cost and Reserve [Line Items]
Defined benefit plan increase (decrease) due to enhanced retirement benefits
88
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments
$ (6)
Defined Benefit Plan, Funded Status of Plan, Percent | Rate
98.00%
Defined benefit plan incr (decr) in FV of assets due to remeasurement and curtailment
$ 34
Defined benefit plan obligation increase (decrease) due to remeasurement and curtailment
(3)
Supplemental Employee Retirement Plan [Member]
Restructuring Cost and Reserve [Line Items]
Defined benefit plan increase (decrease) due to enhanced retirement benefits
24
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments
(2)
Defined benefit plan obligation increase (decrease) due to remeasurement and curtailment
$ 3
$ in Millions3 Months Ended
Home Office And Stores [Member]
Restructuring Reserve [Roll Forward]
January 28, 2017
$ 4
Charges
98
$ 4
Restructuring and Related Cost, Incurred Cost
21
Cash payments
(6)
April 29, 2017
19
Management Transition [Member]
Restructuring Reserve [Roll Forward]
Charges
0
2
Other Restructuring And Management Transition [Member]
Restructuring Reserve [Roll Forward]
January 28, 2017
27
Charges
0
Restructuring and Related Cost, Incurred Cost
0
Cash payments
(19)
April 29, 2017
8
Total [Member]
Restructuring Reserve [Roll Forward]
January 28, 2017
31
Charges
220
$ 6
Restructuring and Related Cost, Incurred Cost
21
Cash payments
(25)
April 29, 2017
$ 27
$ in Millions3 Months Ended
Fair Value Disclosures [Abstract]
Total debt, excluding unamortized debt issuance costs, capital leases, financing obligation and note payable, Fair Value
$ 4,222
$ 4,495
$ 4,488
Total debt, excluding unamortized debt issuance costs, capital leases, financing obligation and note payable, carrying amount
4,435
4,665
4,764
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying value of long-lived assets impaired, fair value disclosure
86
Asset Impairment Charges
77
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability
13
$ 12
$ 31
Assets, Fair Value Disclosure, Nonrecurring
$ 9
shares in Millions, $ in Millions3 Months Ended
Increase (Decrease) in Stockholders' Equity [Roll Forward]
January 28, 2017, shares
308.3
January 28, 2017
$ 1,354
Net income/(loss)
(180)
$ (68)
Other comprehensive income/(loss)
25
$ 3
Stock-based compensation and other
$ 6
April 29, 2017, shares
309.8
307.3
April 29, 2017
$ 1,205
Common Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
January 28, 2017, shares
308.3
January 28, 2017
$ 154
Stock-based compensation, shares
1.5
Stock-based compensation and other
$ 1
April 29, 2017, shares
309.8
April 29, 2017
$ 155
Additional Paid-in Capital [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
January 28, 2017
4,679
Stock-based compensation and other
5
April 29, 2017
4,684
Reinvested Earnings/(Accumulated Deficit) [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
January 28, 2017
(3,006)
Net income/(loss)
(180)
April 29, 2017
(3,186)
Accumulated Other Comprehensive Income/(Loss) [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
January 28, 2017
(473)
Other comprehensive income/(loss)
25
April 29, 2017
$ (448)
$ in Millions3 Months Ended
Stockholders' Equity Note [Abstract]
Total, net of tax
$ 25
$ 3
$ in Millions3 Months Ended
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
January 30, 2016
$ (473)
Reclassification for net actuarial (gain)/loss (3)
0
$ (1)
Amounts reclassified from accumulated other comprehensive income, Prior Service Credit/(Cost), net of tax
1
0
Net current-period other comprehensive income
25
3
April 29, 2017
(448)
$ (488)
Net Actuarial Gain/(Loss) [Member]
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
January 30, 2016
(421)
Other comprehensive income (loss) before reclassifications, gain (loss) on cash flow hedges, net of tax
22
Reclassification for net actuarial (gain)/loss (3)
0
April 29, 2017
(399)
Prior Service Credit/(Cost) [Member]
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
January 30, 2016
(33)
Other comprehensive income (loss) before reclassifications, gain (loss) on cash flow hedges, net of tax
0
Amounts reclassified from accumulated other comprehensive income, Prior Service Credit/(Cost), net of tax
4
April 29, 2017
(29)
Accumulated Translation Adjustment [Member]
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
January 30, 2016
(2)
April 29, 2017
(2)
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
January 30, 2016
(17)
Other comprehensive income (loss) before reclassifications, gain (loss) on cash flow hedges, net of tax
(3)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax
2
April 29, 2017
(18)
Accumulated Other Comprehensive Income/(Loss) [Member]
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
January 30, 2016
(473)
Other comprehensive income (loss) before reclassifications, gain (loss) on cash flow hedges, net of tax
19
Amounts reclassified from accumulated other comprehensive income, Accumulated Other Comprehensive Income/(Loss)
6
Net current-period other comprehensive income
25
April 29, 2017
$ (448)
$ in Millions3 Months Ended
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Total, net of tax
$ 25
$ 3
$ in Millions3 Months Ended
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Net periodic benefit expense/(income)
$ (2)
$ 2
Other Postretirement Benefit Plan [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Net periodic benefit expense/(income)
(4)
Primary Pension Plan
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined benefit plan obligation increase (decrease) due to remeasurement and curtailment
3
Service cost
11
14
Interest cost
37
38
Expected return on plan assets
(54)
(54)
Amortization of prior service cost/(credit)
2
2
Net periodic benefit expense/(income)
(4)
0
Supplemental Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined benefit plan obligation increase (decrease) due to remeasurement and curtailment
(3)
Service cost
0
0
Interest cost
2
2
Amortization of prior service cost/(credit)
0
0
Net periodic benefit expense/(income)
2
2
Primary and Supplemental Pension Plans Total
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost
11
14
Interest cost
39
40
Expected return on plan assets
(54)
(54)
Amortization of prior service cost/(credit)
2
2
Net periodic benefit expense/(income)
$ (2)
$ 2
$ in Millions3 Months Ended
Net gain from sale of operating assets [Line Items]
Joint venture land (in acres) | a
220
Real estate and other (income)/expense, net
$ (118)
$ (38)
Net gain from sale of non-operating assets
0
5
Investment income from Home Office Land Joint Venture
(1)
(24)
(Gain) Loss on Disposition of Property Plant Equipment
(117)
(8)
Home Office Land Joint Venture, aggregate cash distribution
8
38
Net gain from sale of operating assets
(111)
Net sale price of Buena Park CA distribution facility
131
Other Cost and Expense, Operating
$ 0
$ (1)
$ in Millions3 Months Ended
Income Tax Contingency [Line Items]
Income tax expense/(benefit)
$ 12
$ 1
Increase to tax valuation allowance for deferred tax assets
$ 64
Valuation allowance, methodologies and assumptions
In assessing the need for the valuation allowance, we considered both positive and negative evidence related to the likelihood of realization of the deferred tax assets. As a result of our periodic assessment, our estimate of the realization of deferred tax assets is solely based on the future reversals of existing taxable temporary differences and tax planning strategies that we would make use of to accelerate taxable income to utilize expiring NOL and tax credit carryforwards. Accordingly, in the first quarter of 2017, the valuation allowance was increased by $64 million to offset the net deferred tax assets created in the quarter relating primarily to the increase in NOL carryforwards.
Other Comprehensive Income Tax Benefit
$ 16
State Audit Settlement
1
Net operating loss carryforwards
$ 2,100
State and foreign [Member]
Income Tax Contingency [Line Items]
State and foreign tax expenses
(3)
Amortization of certain indefinite lived intangible assets [Member]
Income Tax Contingency [Line Items]
State and foreign tax expenses
(2)
Federal [Member]
Income Tax Contingency [Line Items]
Tax credit carryforwards
62
Federal tax authority [Member]
Income Tax Contingency [Line Items]
Valuation allowance
816
State Tax Authority [Member]
Income Tax Contingency [Line Items]
Valuation allowance
$ 241
$ in Thousands
Loss Contingencies [Line Items]
Recorded Best Estimate Environmental Liabilities
$ 24,000
Class Action Securities Litigation - Amount to be Funded by Insurance [Member]
Loss Contingencies [Line Items]
Estimated Litigation Liability
97,500
ERISA Class Action Litigation [Member]
Loss Contingencies [Line Items]
Estimated Litigation Liability
4,500
Employment Class Action Litigation [Member]
Loss Contingencies [Line Items]
Estimated Litigation Liability
6,750
Minimum [Member]
Loss Contingencies [Line Items]
Estimate Potential Environmental Liabilities
20,000
Maximum [Member]
Loss Contingencies [Line Items]
Estimate Potential Environmental Liabilities
$ 25,000
Subsequent Event [Line Items]
Subsequent Event, Description
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