Page
|
|||
Part
I
|
Financial
Information
|
||
Item
1.
|
Unaudited
Financial Statements
|
||
Consolidated
Statements of Operations
|
1
|
||
Consolidated
Balance Sheets
|
2
|
||
Consolidated
Statements of Cash Flows
|
3
|
||
Notes
to the Unaudited Interim Consolidated Financial Statements
|
4
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
15
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
25
|
|
Item
4.
|
Controls
and Procedures
|
25
|
|
Part
II
|
Other
Information
|
||
Item
1.
|
Legal
Proceedings
|
26
|
|
Item
1A.
|
Risk
Factors
|
26
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
27
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
28
|
|
Item
6.
|
Exhibits
|
30
|
|
Signature
Page
|
31
|
||
J.
C. Penney Company, Inc.
|
||||||||||||||||
Consolidated
Statements of Operations
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||
($
in millions, except per share data)
|
13
weeks ended
|
26
weeks ended
|
||||||||||||||
Aug.
4,
|
July
29,
|
Aug.
4,
|
July
29,
|
|||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Retail
sales, net
|
$
|
4,391
|
$
|
4,238
|
$
|
8,741
|
$
|
8,458
|
||||||||
Cost
of goods sold
|
2,717
|
2,655
|
5,260
|
5,153
|
||||||||||||
Gross
margin
|
1,674
|
1,583
|
3,481
|
3,305
|
||||||||||||
Operating
expenses:
|
||||||||||||||||
Selling,
general and administrative expenses
|
1,243
|
1,219
|
2,534
|
2,482
|
||||||||||||
Depreciation
and amortization expenses
|
100
|
88
|
200
|
176
|
||||||||||||
Pre-opening
expense
|
15
|
5
|
21
|
7
|
||||||||||||
Real
estate and other (income)
|
(13
|
)
|
(9
|
)
|
(22
|
)
|
(22
|
)
|
||||||||
Total
operating expenses
|
1,345
|
1,303
|
2,733
|
2,643
|
||||||||||||
Operating
income
|
329
|
280
|
748
|
662
|
||||||||||||
Net
interest expense
|
37
|
32
|
69
|
66
|
||||||||||||
Bond
premiums and unamortized costs
|
12
|
-
|
12
|
-
|
||||||||||||
Income
from continuing operations before
income
taxes
|
280
|
248
|
667
|
596
|
||||||||||||
Income
tax expense
|
105
|
70
|
254
|
205
|
||||||||||||
Income
from continuing operations
|
$
|
175
|
$
|
178
|
$
|
413
|
$
|
391
|
||||||||
Income/(loss)
from discontinued operations, net of
income
tax expense/(benefit) of $4, $1, $4 and $(1)
|
7
|
1
|
7
|
(2
|
)
|
|||||||||||
Net
income
|
$
|
182
|
$
|
179
|
$
|
420
|
$
|
389
|
||||||||
Basic
earnings/(loss) per share:
|
||||||||||||||||
Continuing
operations
|
$
|
0.79
|
$
|
0.76
|
$
|
1.84
|
$
|
1.68
|
||||||||
Discontinued
operations
|
0.03
|
0.01
|
0.03
|
(0.01
|
)
|
|||||||||||
Net
income
|
$
|
0.82
|
$
|
0.77
|
$
|
1.87
|
$
|
1.67
|
||||||||
Diluted
earnings/(loss) per share:
|
||||||||||||||||
Continuing
operations
|
$
|
0.78
|
$
|
0.75
|
$
|
1.82
|
$
|
1.66
|
||||||||
Discontinued
operations
|
0.03
|
0.01
|
0.03
|
(0.01
|
)
|
|||||||||||
Net
income
|
$
|
0.81
|
$
|
0.76
|
$
|
1.85
|
$
|
1.65
|
||||||||
J.
C. Penney Company, Inc.
|
||||||||||
Consolidated
Balance Sheets
|
||||||||||
(Unaudited)
|
||||||||||
($
in millions)
|
Aug.
4,
|
July
29,
|
Feb.
3,
|
|||||||
2007
|
2006
|
2007
|
||||||||
Assets
|
||||||||||
Current
assets
|
||||||||||
Cash
and short-term investments
|
$
|
2,180
|
$
|
2,374
|
$
|
2,747
|
||||
Receivables
|
624
|
330
|
263
|
|||||||
Merchandise
inventory (net of LIFO reserve of
|
||||||||||
of
$8, $24 and $8)
|
3,649
|
3,461
|
3,400
|
|||||||
Prepaid
expenses
|
230
|
191
|
238
|
|||||||
Total
current assets
|
6,683
|
6,356
|
6,648
|
|||||||
Property
and equipment (net of accumulated
|
||||||||||
depreciation
of $2,267, $2,217 and $2,115)
|
4,570
|
3,897
|
4,162
|
|||||||
Prepaid
pension
|
1,284
|
1,464
|
1,235
|
|||||||
Other
assets
|
542
|
546
|
628
|
|||||||
Total
Assets
|
$
|
13,079
|
$
|
12,263
|
$
|
12,673
|
||||
Liabilities
and Stockholders’ Equity
|
||||||||||
Current
liabilities
|
||||||||||
Trade
payables
|
$
|
1,635
|
$
|
1,410
|
$
|
1,366
|
||||
Accrued
expenses and other current liabilities
|
1,492
|
1,262
|
1,692
|
|||||||
Current
maturities of long-term debt
|
105
|
343
|
434
|
|||||||
Total
current liabilities
|
3,232
|
3,015
|
3,492
|
|||||||
Long-term
debt
|
3,705
|
3,114
|
3,010
|
|||||||
Deferred
taxes
|
1,100
|
1,260
|
1,206
|
|||||||
Other
liabilities
|
800
|
969
|
677
|
|||||||
Total
Liabilities
|
8,837
|
8,358
|
8,385
|
|||||||
Stockholders’
Equity
|
||||||||||
Common
stock (1)
|
111
|
114
|
112
|
|||||||
Additional
paid-in capital
|
3,431
|
3,367
|
3,430
|
|||||||
Reinvested
earnings at beginning of year
|
922
|
512
|
512
|
|||||||
Adjustment
to initially apply FIN 48(2)
|
5
|
-
|
-
|
|||||||
Net
income
|
420
|
389
|
1,153
|
|||||||
Retirement
of common stock
|
(320
|
)
|
(408
|
)
|
(578
|
)
|
||||
Dividends
declared
|
(90
|
)
|
(84
|
)
|
(165
|
)
|
||||
Reinvested
earnings at end of period
|
937
|
409
|
922
|
|||||||
Accumulated
other comprehensive (loss)/income
|
(237
|
)
|
15
|
(176
|
)
|
|||||
Total
Stockholders’ Equity
|
4,242
|
3,905
|
4,288
|
|||||||
Total
Liabilities and Stockholders’ Equity
|
$
|
13,079
|
$
|
12,263
|
$
|
12,673
|
J.
C. Penney Company, Inc.
Consolidated
Statements of Cash Flows
(Unaudited)
|
|||||||
26
weeks ended
|
|||||||
Aug.
4,
|
July
29,
|
||||||
($
in millions)
|
2007
|
2006
|
|||||
Cash
flows from operating activities:
|
|||||||
Net income | $ | 420 | $ | 389 | |||
(Income)/loss from discontinued operations |
(7
|
) |
2
|
||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Asset
impairments, PVOL and other unit closing costs
|
3
|
2
|
|||||
Depreciation
and amortization
|
200
|
176
|
|||||
Net
(gains) on sale of assets
|
(6
|
)
|
(5
|
)
|
|||
Benefit
plans (income)/expense
|
(34
|
)
|
15
|
||||
Stock-based
compensation
|
28
|
22
|
|||||
Tax
benefits from stock-based compensation
|
15
|
3
|
|||||
Deferred
taxes
|
13
|
15
|
|||||
Change
in cash from:
|
|||||||
Receivables
|
(61
|
)
|
17
|
||||
Inventory
|
(250
|
)
|
(252
|
)
|
|||
Prepaid
expenses and other assets
|
13
|
14
|
|||||
Trade
payables
|
268
|
239
|
|||||
Current
income taxes payable
|
(223
|
)
|
(146
|
)
|
|||
Accrued
expenses and other
|
(190
|
)
|
(312
|
)
|
|||
Net
cash provided by operating activities
|
189
|
179
|
|||||
Cash
flows from investing activities:
|
|||||||
Capital
expenditures
|
(598
|
)
|
(323
|
)
|
|||
Proceeds
from sale of assets
|
8
|
11
|
|||||
Net
cash (used in) investing activities
|
(590
|
)
|
(312
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Proceeds
from issuance of long-term debt
|
980
|
-
|
|||||
Premium
on early retirement of debt
|
(9
|
)
|
-
|
||||
Payments
of long-term debt, including capital leases
|
(633
|
)
|
(7
|
)
|
|||
Common
stock repurchased
|
(400
|
)
|
(516
|
)
|
|||
Dividends
paid, common
|
(130
|
)
|
(71
|
)
|
|||
Proceeds
from stock options exercised
|
41
|
78
|
|||||
Excess
tax benefits from stock-based compensation
|
20
|
33
|
|||||
Tax
withholding payments reimbursed by restricted stock
|
(8
|
)
|
-
|
||||
Net
cash (used in) financing activities
|
(139
|
)
|
(483
|
)
|
|||
Cash
flows from discontinued operations:
|
|||||||
Operating
cash flows
|
(2
|
)
|
8
|
||||
Investing
cash flows
|
(25
|
)
|
(34
|
)
|
|||
Financing
cash flows
|
-
|
-
|
|||||
Total
cash (paid for) discontinued operations
|
(27
|
)
|
(26
|
)
|
|||
Net
(decrease) in cash and short-term investments
|
(567
|
)
|
(642
|
)
|
|||
Cash
and short-term investments at beginning of year
|
2,747
|
3,016
|
|||||
Cash
and short-term investments at end of period
|
$
|
2,180
|
$
|
2,374
|
1) |
Nature
of Operations and Summary of Significant Accounting
Policies
|
2) |
Common
Stock Repurchase
Programs
|
(in
millions, except EPS)
|
13
weeks ended
|
26
weeks ended
|
|||||||||||
Aug.
4,
|
July
29,
|
Aug.
4,
|
July
29,
|
||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Earnings:
|
|||||||||||||
Income
from continuing operations, basic and
|
|||||||||||||
diluted
|
$
|
175
|
$
|
178
|
$
|
413
|
$
|
391
|
|||||
Shares:
|
|||||||||||||
Average
common shares outstanding (basic shares)
|
223
|
233
|
224
|
233
|
|||||||||
Adjustment
for assumed dilution:
|
|||||||||||||
Stock
options and restricted stock awards
|
2
|
2
|
3
|
3
|
|||||||||
Average
shares assuming dilution (diluted shares)
|
225
|
235
|
227
|
236
|
|||||||||
EPS
from continuing operations:
|
|||||||||||||
Basic
|
$
|
0.79
|
$
|
0.76
|
$
|
1.84
|
$
|
1.68
|
|||||
Diluted
|
$
|
0.78
|
$
|
0.75
|
$
|
1.82
|
$
|
1.66
|
($
in millions)
|
Aug.
4,
|
July
29,
|
Feb.
3,
|
|||||||
2007
|
2006
|
2007
|
||||||||
Cash
|
$
|
146
|
$
|
133
|
$
|
119
|
||||
Short-term
investments
|
2,034
|
2,241
|
2,628
|
|||||||
Total
cash and short-term investments
|
$
|
2,180
|
$
|
2,374
|
$
|
2,747
|
($
in millions)
|
26
weeks ended
|
||||||
|
Aug.
4, 2007
|
July
29,
2006
|
|||||
Interest paid by continuing operations
|
$
|
147
|
$
|
136
|
|||
Interest received by continuing operations
|
$
|
67
|
$
|
73
|
|||
Total
income taxes paid
|
$
|
430
|
$
|
291
|
|||
Less: income taxes (received) attributable to discontinued
operations
|
(1
|
)
|
(9
|
)
|
|||
Income taxes paid by continuing operations
|
$
|
431
|
$
|
300
|
($
in millions)
|
13
weeks ended
|
26
weeks ended
|
|||||||||||
Aug.
4,
|
July
29,
|
Aug.
4,
|
July
29,
|
||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Net
income
|
$
|
182
|
$
|
179
|
$
|
420
|
$
|
389
|
|||||
Other
comprehensive (loss)/income:
|
|||||||||||||
Net
unrealized (losses)/gains in real estate investment
trusts
|
(54
|
)
|
5
|
(61
|
)
|
(1
|
)
|
||||||
Total
comprehensive income
|
$
|
128
|
$
|
184
|
$
|
359
|
$
|
388
|
($
in millions)
|
Aug.
4,
|
July
29,
|
Feb.
3,
|
|||||||
2007
|
2006
|
2007
|
||||||||
Net
unrealized gains in real estate investment trusts(1)
|
$
|
105
|
$
|
117
|
$
|
166
|
||||
Net
actuarial gain/(loss) and prior service (cost)/credit - pension and
postretirement plans(2)
|
(342
|
)
|
-
|
(342
|
)
|
|||||
Nonqualified
retirement plan minimum liability adjustment (3)
|
-
|
(102
|
)
|
-
|
||||||
Accumulated
other comprehensive (loss)/income
|
$
|
(237
|
)
|
$
|
15
|
$
|
(176
|
)
|
($
in millions)
|
13
weeks ended
|
26
weeks ended
|
|||||||||||
Aug.
4,
2007
|
July
29,
2006
|
Aug.
4,
2007
|
July
29,
2006
|
||||||||||
Stock awards (shares and units) | $ | 9 | $ | 10 | $ | 17 | $ | 12 | |||||
Stock
options
|
5
|
5
|
11
|
10
|
|||||||||
Total
stock-based compensation cost
|
$
|
14
|
$
|
15
|
$
|
28
|
$
|
22
|
|||||
Total
income tax benefit recognized for
|
|||||||||||||
stock-based
compensation arrangements
|
$
|
6
|
$
|
6
|
$
|
11
|
$
|
8
|
|||||
(Shares
in thousands; price is weighted-average exercise
price)
|
||||||||||||||||||||||||||||
Exercisable
|
Unexercisable
|
Total
Outstanding
|
||||||||||||||||||||||||||
Shares
|
%
|
Price
|
Shares
|
%
|
Price
|
Shares
|
%
|
Price
|
||||||||||||||||||||
In-the-money
|
4,816
|
92
|
%
|
$
|
38
|
1,795
|
56
|
%
|
$
|
53
|
6,611
|
78
|
%
|
$
|
42
|
|||||||||||||
Out-of-the-money(1)
|
394
|
8
|
%
|
71
|
1,417
|
44
|
%
|
79
|
1,811
|
22
|
%
|
77
|
||||||||||||||||
Total
options outstanding
|
5,210
|
100
|
%
|
$
|
41
|
3,212
|
100
|
%
|
$
|
64
|
8,422
|
100
|
%
|
$
|
50
|
|||||||||||||
(1)
Out-of-the-money options are those with an exercise price equal to
or
above the closing price of JCPenney common stock of $65.73 as of
August 4,
2007.
|
(options
in thousands)
|
Stock
Options
|
Weighted-Average
Exercise Price
|
|||||
Outstanding
at February 3, 2007
|
8,291
|
$
|
43
|
||||
Granted
|
1,432
|
79
|
|||||
Exercised
|
(1,051
|
)
|
38
|
||||
Forfeited
or expired
|
(250
|
)
|
43
|
||||
Outstanding
at August 4, 2007
|
8,422
|
50
|
|||||
Exercisable
at August 4, 2007
|
5,210
|
$
|
41
|
(awards
in thousands)
|
Non-Vested
Stock Awards
|
Weighted-Average
Grant Date Fair Value
|
|||||
Outstanding
at February 3, 2007
|
1,147
|
$ | 56 | ||||
Granted
|
475
|
79
|
|||||
Vested
|
(304
|
)
|
60
|
||||
Forfeited
|
(55
|
)
|
60
|
||||
Outstanding
at August 4, 2007
|
1,263
|
$
|
60
|
26
weeks ended
|
|||||||
(in
millions)
|
Aug.
4,
2007
|
July
29,
2006
|
|||||
Shares
outstanding at beginning of year
|
226
|
233
|
|||||
Exercise
of stock options
|
1
|
2
|
|||||
Common
stock repurchased and retired
|
(5
|
)
|
(8
|
)
|
|||
Shares
outstanding at end of period
|
222
|
227
|
Pension
Plans
|
||||||||||||||||||||
($
in millions)
|
Qualified
|
Supplemental
(Nonqualified)
|
Postretirement
Plan
|
|||||||||||||||||
13
weeks ended
|
13
weeks ended
|
13
weeks ended
|
||||||||||||||||||
|
Aug.
4,
|
July
29,
|
Aug.
4,
|
July
29,
|
Aug.
4,
|
July
29,
|
||||||||||||||
2007
|
2006
|
2007
|
2006
|
2007
|
2006
|
|||||||||||||||
Service
cost
|
$
|
24
|
$
|
23
|
$
|
1
|
$
|
1
|
$
|
-
|
$
|
1
|
||||||||
Interest
cost
|
54
|
53
|
5
|
5
|
1
|
-
|
||||||||||||||
Expected
return on plan assets
|
(103
|
)
|
(94
|
)
|
-
|
-
|
-
|
-
|
||||||||||||
Net
amortization
|
1
|
19
|
7
|
4
|
(8
|
)
|
(8
|
)
|
||||||||||||
Net
periodic benefit (credit)/cost
|
$
|
(24
|
)
|
$
|
1
|
$
|
13
|
$
|
10
|
$
|
(7
|
)
|
$
|
(7
|
)
|
|||||
Pension
Plans
|
|||||||||||||||||||
($
in millions)
|
Qualified
|
Supplemental
(Nonqualified)
|
Postretirement
Plan
|
||||||||||||||||
26
weeks ended
|
26
weeks ended
|
26
weeks ended
|
|||||||||||||||||
Aug.
4,
|
July
29,
|
Aug.
4,
|
July
29,
|
Aug.
4,
|
July
29,
|
||||||||||||||
2007
|
2006
|
2007
|
2006
|
2007
|
2006
|
||||||||||||||
Service
cost
|
$
|
47
|
$
|
47
|
$
|
2
|
$
|
1
|
$
|
-
|
$
|
1
|
|||||||
Interest
cost
|
109
|
106
|
11
|
11
|
1
|
1
|
|||||||||||||
Expected
return on plan assets
|
(207
|
)
|
(186
|
)
|
-
|
-
|
-
|
-
|
|||||||||||
Net
amortization
|
3
|
38
|
13
|
9
|
(16
|
)
|
(15
|
)
|
|||||||||||
Net
periodic benefit (credit)/cost
|
$
|
(48
|
)
|
$
|
5
|
$
|
26
|
$
|
21
|
$
|
(15
|
)
|
$
|
(13
|
)
|
||||
($
in millions)
|
13
weeks ended
|
26
weeks ended
|
|||||||||||||||||||||||
Aug.
4,
2007
|
July
29,
2006
|
Aug.
4,
2007
|
July
29,
2006
|
||||||||||||||||||||||
Real estate activities | $ |
(9)
|
$ |
(9)
|
$ |
(19)
|
$ |
(17)
|
|||||||||||||||||
Net gains from sale of real estate | (5) |
(2)
|
(5) | (5) | |||||||||||||||||||||
Other
|
1
|
2
|
2
|
-
|
|||||||||||||||||||||
Total
|
$
|
(13
|
)
|
$
|
(9
|
)
|
$
|
(22
|
)
|
$
|
(22
|
)
|
· |
EPS
from continuing operations for the second quarter of 2007 increased
to
$0.78, from $0.75 per share in last year’s second quarter. On a dollar
basis, income from continuing operations was $175 million, compared
to
$178 million in the same period last year. Results for the second
quarter
and first half of 2006 included a credit of $0.11 per share, or $26
million, related to federal and state income tax credits. For the
first
half of 2007, EPS from continuing operations increased 9.6% to $1.82
from
$1.66 per share for the same period last year. Income
from continuing operations on a dollar basis reached a record level
of
$413 million in the first half of 2007, representing a 5.6% increase
from
$391 million for the same period last year.
|
· |
Net
income per
share, including the effects of discontinued operations, was $0.81
for the
second quarter of 2007, compared to $0.76 for the comparable 2006
period.
For the first half of 2007,
net income per
share was $1.85, compared to $1.65 for the first half of 2006.
Net income in the second quarter and first half of 2007 included
an
after-tax credit of $7 million, or $0.03 per share, related to
discontinued operations. Discontinued operations for the comparable
prior
year periods were not material.
|
· |
Operating
income for the second quarter of 2007 improved to $329 million, or
7.5% of
sales, compared with $280 million, or 6.6% of sales, last year. This
represents an increase of 17.5% on a dollar basis, or 90 basis points
as a
percent of sales. Operating income for the first half of 2007 was
$748
million, or 8.6% of sales, compared with $662 million, or 7.8% of
sales,
last year. This represents an increase of 13.0% on a dollar basis,
or 80
basis points as a percent of sales.
|
· |
Total
department store sales increased 4.6% for the second quarter and
reflect
sales of 47 new and relocated stores opened since the second quarter
of
last year. Comparable department store sales increased 1.9% for the
second
quarter of 2007. This represents the seventeenth consecutive quarter
of
comparable department store sales gains. Internet sales increased
17.4%
for the second quarter of 2007, which reflects the continued transition
from print media to the Internet channel. Total Direct sales, which
also
include print and outlet store sales, decreased 2.3% for the second
quarter of 2007. For the first half of 2007, total department store
sales
increased 4.5%, comparable department store sales increased 2.1%
and the
Internet channel increased 17.6%. Total Direct sales decreased 3.0%
for
the same period.
|
· |
During
the second quarter of 2007, the Company opened 15 new and relocated
stores, with 13 in the off-mall format and seven representing relocations.
For the first half of 2007, the Company opened 22 new and relocated
stores, with 17 in the off-mall format and eight being relocations.
In
addition, the Company opened 22 Sephora inside JCPenney locations
during
the second quarter of 2007, increasing the total Sephora inside JCPenney
locations to 36.
|
· |
During
the second quarter of 2007, the Company repurchased 5.1 million shares
of
common stock for $400 million, completing the repurchase program
authorized by the Board of Directors in March
2007.
|
· |
On
June 1, 2007, the Company used a portion of the proceeds from the
senior
unsecured notes issued in April 2007 for the early redemption of
the
remaining $303 million principal amount of JCP’s 8.125% Debentures Due
2027. The Company incurred a pre-tax charge of $12 million for this
early
redemption related to the call premium and write-off of unamortized
costs.
|
($
in millions, except EPS)
|
13
weeks ended
|
26
weeks ended
|
|||||||||||
Aug.
4,
|
July
29,
|
Aug.
4,
|
July
29,
|
||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Retail sales, net | $ | 4,391 | $ | 4,238 | $ | 8,741 | $ | 8,458 | |||||
Gross
margin
|
1,674
|
1,583
|
3,481
|
3,305
|
|||||||||
Operating expenses: | |||||||||||||
SG&A
expenses
|
1,243
|
1,219
|
2,534
|
2,482
|
|||||||||
Depreciation
and amortization expenses
|
100
|
88
|
200
|
176
|
|||||||||
Pre-opening
expense
|
15
|
5
|
21
|
7
|
|||||||||
Real
estate and other (income)
|
(13
|
)
|
(9
|
)
|
(22
|
)
|
(22
|
)
|
|||||
Total
operating expenses
|
1,345
|
1,303
|
2,733
|
2,643
|
|||||||||
Operating
income
|
329
|
280
|
748
|
662
|
|||||||||
Net
interest expense
|
37
|
32
|
69
|
66
|
|||||||||
Bond
premiums and unamortized costs
|
12
|
-
|
12
|
-
|
|||||||||
Income
from continuing operations
|
|||||||||||||
before
income taxes
|
280
|
248
|
667
|
596
|
|||||||||
Income
tax expense
|
105
|
70
|
254
|
205
|
|||||||||
Income
from continuing operations
|
$
|
175
|
$
|
178
|
$
|
413
|
$
|
391
|
|||||
Diluted
EPS from continuing operations
|
$
|
0.78
|
$
|
0.75
|
$
|
1.82
|
$
|
1.66
|
|||||
Ratios
as a percent of sales:
|
|||||||||||||
Gross
margin
|
38.1
|
%
|
37.3
|
%
|
39.8
|
%
|
39.1
|
%
|
|||||
SG&A
expenses
|
28.3
|
%
|
28.8
|
%
|
29.0
|
%
|
29.3
|
%
|
|||||
Total
operating expenses
|
30.6
|
%
|
30.7
|
%
|
31.2
|
%
|
31.3
|
%
|
|||||
Operating
income
|
7.5
|
%
|
6.6
|
%
|
8.6
|
%
|
7.8
|
%
|
($
in millions)
|
|||||||||||||
13
weeks ended
|
26
weeks ended
|
||||||||||||
Aug.
4,
|
July
29,
|
Aug.
4,
|
July
29,
|
||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Retail
sales, net
|
$
|
4,391
|
$
|
4,238
|
$
|
8,741
|
$
|
8,458
|
|||||
Sales
percent increase/(decrease):
|
|||||||||||||
Comparable
department stores(1)
|
1.9
|
%
|
6.6
|
%
|
2.1
|
%
|
3.9
|
%
|
|||||
Total
department stores
|
4.6
|
%
|
7.1
|
%
|
4.5
|
%
|
4.6
|
%
|
|||||
Internet
sales
|
17.4
|
%
|
24.5
|
%
|
17.6
|
%
|
23.2
|
%
|
|||||
Total
Direct (Internet/catalog)
|
(2.3
|
)%
|
2.7
|
%
|
(3.0
|
)%
|
3.4
|
%
|
|||||
· |
Mid-
to high-single digit annual growth of total department store sales,
low-
to mid-single digit annual growth of comparable store sales and mid-single
digit annual growth of Direct sales for
2008-2011;
|
· |
Continued
improvement during the plan period of gross margin and operating
expense
ratios, which on an annualized basis, are expected to reach 40% and
28% of
sales, respectively, by 2011;
|
· |
Operating
income of 12% to 12.5% of sales by
2011;
|
· |
A
16% compound annual growth rate in earnings per share for
2008-2011;
|
· |
Capital
expenditures of approximately $1.275 billion per year for 2008-2011;
and
|
· |
Continued
improvement in returns on capital and financial leverage metrics,
with an
expected cash position of approximately $1.5 billion by
2011.
|
($
in millions)
|
|||||||
26
weeks ended
|
|||||||
Aug.
4,
|
July
29,
|
||||||
2007
|
2006
|
||||||
Net cash provided by/(used in): | |||||||
Continuing operations: | |||||||
Operating
activities
|
$ | 189 | $ | 179 | |||
Investing
activities
|
(590 | ) |
(312
|
) | |||
Financing
activities
|
(139 | ) | (483 | ) | |||
Discontinued operations: |
|
||||||
Operating
activities
|
(2
|
)
|
8
|
||||
Investing
activities
|
(25
|
)
|
(34
|
)
|
|||
Financing
activities
|
-
|
-
|
|||||
Net
(decrease) in cash and short-term investments
|
$
|
(567
|
)
|
$
|
(642
|
)
|
2007
|
2006
|
||||||||||||
Per
Share
|
Total
(in
millions)
|
Per
Share
|
Total
(in
millions)
|
||||||||||
February 5, 2007 and February 1, 2006 | $ |
0.18
|
$ |
41
|
$ | 0.125 | $ |
29
|
|||||
May
1, 2007 and May 1, 2006
|
0.20
|
45
|
0.18
|
42
|
|||||||||
August
1, 2007
|
0.20
|
44
|
|||||||||||
$
|
130
|
$
|
71
|
($
in millions)
|
13
weeks ended
|
26
weeks ended
|
|||||||||||
Aug.
4,
2007
|
July
29,
2006
|
Aug.
4,
2007
|
July
29,
2006
|
||||||||||
Stock
awards (shares and units)
|
$
|
9
|
$
|
10
|
$
|
17
|
$
|
12
|
|||||
Stock
options
|
5
|
5
|
11
|
10
|
|||||||||
Total
stock-based compensation cost
|
$
|
14
|
$
|
15
|
$
|
28
|
$
|
22
|
|||||
Total
income tax benefit recognized for
|
|||||||||||||
stock-based
compensation arrangements
|
$
|
6
|
$
|
6
|
$
|
11
|
$
|
8
|
|||||
Period
|
Total
Number of Shares Purchased
|
Average
Price Paid Per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans
or
Programs(1)
|
Maximum
Approximate Dollar Value of Shares that May Yet Be Purchased Under
the
Plans or Programs
(in
millions)
|
||||
May
6, 2007 through
|
||||||||
June
9, 2007
|
3,776,600
|
$
79.54
|
3,776,600
|
$
100
|
||||
June
10, 2007 through
|
||||||||
July
7, 2007
|
1,290,026
|
(2)
|
$
77.22
|
1,289,993
|
$ -
|
|||
July
8, 2007 through
|
||||||||
August
4, 2007
|
-
|
$
-
|
-
|
$
-
|
||||
Total
|
5,066,626
|
5,066,593
|
(1) |
In
March 2007, the Board of Directors approved a common stock repurchase
program of up to $400 million. This program, which the Company announced
on March 29, 2007, was completed on June 13, 2007.
|
(2) |
Includes
33 shares withheld to cover tax-withholding requirements relating
to the
vesting of restricted stock awarded under the Company’s equity
compensation plans.
|
1. |
Election
of Directors. At the Company’s Annual Meeting of Stockholders held on May
18, 2007, each of the nominees listed below was elected a director
to hold
office until the next annual meeting of stockholders and until
his or her
respective successor has been elected and qualified. Set forth
below next
to the name of each of the nominees is the number of shares of
common
stock voted for such nominee and the number of shares of common
stock
withholding authority with respect to such nominee:
|
Nominee
|
For
|
Authority
Withheld
|
||
Colleen
C. Barrett
|
193,280,066
|
3,058,195
|
||
M.
Anthony Burns
|
190,804,335
|
5,533,926
|
||
Maxine
K. Clark
|
193,131,187
|
3,207,074
|
||
Ann
Marie Tallman
|
192,799,359
|
3,538,902
|
(1) |
In
accordance with the retirement age for directors set forth in the
Company’s Bylaws, Mr. Jordan retired from the Board of Directors upon
attaining age 72 on August 15,
2007.
|
2. |
Ratification
of Appointment of Independent Auditor. The Board of Directors’ proposal
regarding the appointment of KPMG LLP as independent auditor required
the
affirmative vote of a majority of the shares of common stock outstanding
and entitled to vote as of the record date of the Company’s Annual Meeting
to pass. At the Company’s Annual Meeting, the stockholders ratified the
appointment of KPMG LLP as independent auditor for the fiscal year
ending
February 2, 2008 by a vote of 189,703,851 shares voting for, 4,614,542
shares voting against, 2,019,866 shares abstaining and 2 broker
non-votes.
|
3. |
Stockholder
proposal relating to stockholder approval of certain severance agreements.
This proposal required the affirmative vote of a majority of the
shares of
common stock outstanding and entitled to vote as of the record date
of the
Company’s Annual Meeting to pass. At the Company’s Annual Meeting, the
proposal was approved by a vote of 129,101,683 shares voting for,
43,138,488 shares voting against, 2,882,352 shares abstaining and
16,215,738 broker non-votes.
|
4. |
Stockholder
proposal relating to adoption of a majority vote standard for the
election
of directors. This proposal required the affirmative vote of a majority
of
the shares of common stock outstanding and entitled to vote as of
the
record date of the Company’s Annual Meeting to pass. At the Company’s
Annual Meeting, the proposal was not approved by a vote of 100,657,584
shares voting for, 76,562,242 shares voting against, 2,902,697 shares
abstaining and 16,215,738 broker
non-votes.
|
Exhibit
No.
|
Exhibit
Description
|
Form
|
SEC
File
No.
|
Exhibit
|
Filing
Date
|
Filed
Herewith
|
3.1
|
Restated
Certificate of Incorporation of J. C. Penney Company, Inc., as amended
to
May 19, 2006
|
10-Q
|
001-15274
|
3.1
|
06/07/2006
|
|
3.2
|
J.
C. Penney Company, Inc. Bylaws, as amended to February 28,
2007
|
8-K
|
001-15274
|
3.1
|
03/06/2007
|
|
10.1**
|
J.
C. Penney Corporation, Inc. Supplemental Term Life Insurance Plan
for
Management Profit-Sharing Associates, as amended and restated July
1,
2007
|
X
|
||||
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
X
|
||||
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
X
|
||||
32.1
|
Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|
X
|
||||
32.2
|
Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|
X
|
J.
C. PENNEY COMPANY, INC.
|
|
By
/s/
W. J. Alcorn
|
|
W.
J. Alcorn
|
|
Senior
Vice President and Controller
|
|
(Principal
Accounting Officer)
|