Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Aug. 01, 2020 | Sep. 04, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Aug. 1, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-15274 | |
Entity Registrant Name | J. C. PENNEY COMPANY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-0037077 | |
Entity Address, Address Line One | 6501 Legacy Drive | |
Entity Address, City or Town | Plano | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75024 - 3698 | |
City Area Code | 972 | |
Local Phone Number | 431-1000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 322,663,112 | |
Entity Central Index Key | 0001166126 | |
Current Fiscal Year End Date | --01-30 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Income Statement [Abstract] | ||||
Total net sales | $ 1,390 | $ 2,509 | $ 2,472 | $ 4,948 |
Credit income and other | 69 | 110 | 183 | 226 |
Total revenues | 1,459 | 2,619 | 2,655 | 5,174 |
Cost of goods sold (exclusive of depreciation and amortization shown separately below) | 919 | 1,585 | 1,732 | 3,215 |
Selling, general and administrative (SG&A) | 470 | 870 | 1,042 | 1,726 |
Depreciation and amortization | 161 | 137 | 296 | 284 |
Real estate and other, net | 5 | (3) | 7 | 2 |
Restructuring and management transition | 67 | 7 | 222 | 27 |
Total costs and expenses | 1,612 | 2,602 | 3,285 | 5,250 |
Operating income/(loss) | (153) | 17 | (630) | (76) |
Other components of net periodic pension cost/(income) | 77 | (13) | 54 | (26) |
(Gain)/loss on extinguishment of debt | 0 | 1 | 0 | 1 |
Net interest expense | 67 | 74 | 142 | 147 |
Loss due to discontinuance of hedge accounting | 0 | 0 | (77) | 0 |
Reorganization items, net | 108 | 0 | 108 | 0 |
Income/(loss) before income taxes | (405) | (43) | (1,011) | (196) |
Income tax expense/(benefit) | (7) | 5 | (67) | 6 |
Net income/(loss) | $ (398) | $ (48) | $ (944) | $ (202) |
Earnings Per Share, Basic | $ (1.23) | $ (0.15) | $ (2.91) | $ (0.63) |
Earnings Per Share, Diluted | $ (1.23) | $ (0.15) | $ (2.91) | $ (0.63) |
Weighted average shares – basic | 324,600 | 319,400 | 324,200 | 318,600 |
Weighted average shares – diluted | 324,600 | 319,400 | 324,200 | 318,600 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income/(loss) | $ (398) | $ (48) | $ (944) | $ (202) | |
Other comprehensive income/(loss), net of tax: | |||||
Currency translations (1) | [1] | 0 | 0 | 1 | 0 |
Cash flow hedges (2) | [2] | 0 | 30 | 0 | 43 |
Net actuarial gain/(loss) arising during the period (3) | [3] | (41) | 0 | (41) | 0 |
Prior service credit/(cost) arising during the period (4) | [4] | 4 | 4 | ||
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) | [5] | 2 | 2 | 3 | 4 |
Total other comprehensive income/(loss), net of tax | (35) | (28) | (35) | (39) | |
Total comprehensive income/(loss), net of tax | $ (433) | $ (76) | $ (979) | $ (241) | |
[1] | Net of $0 million of tax in the six months ended August 1, 2020. | ||||
[2] | Net o f $0 million in | ||||
[3] | Net of $0 million of tax in the three and six months ended August 1, 2020 | ||||
[4] | Net of $0 million 0f tax in the three and six months ended August 1, 2020. | ||||
[5] | Net of $0 million of tax in each of the three and six months ended August 1, 2020, and August 3, 2019. Pre-tax amounts of $2 million and $2 million in the three months ended August 1, 2020, and August 3, 2019, respectively, were recognized in Other component s of net periodic pension cost/(income) in the unaudited interim Consolidated Statements of Operations. Additionally, pre-tax amounts of $3 million and $4 million in the six months ended August 1, 2020, and August 3, 2019, were recognized in Other components of net periodic pension cost/(income) in the unaudited interim Consolidated Statements of Operations. |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) Consolidated Statements of Comprehensive Income/(loss) Parenthetical - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Consolidated Statements of Comprehensive Income/(Loss) Parenthetical [Abstract] | ||||
Tax on currency translations | $ 0 | |||
Tax on cash flow hedges | $ 0 | $ 0 | ||
Tax on net actuarial gain/(loss) arising during the period | $ 0 | 0 | ||
Tax on prior service credit/(cost) arising during the period | 0 | 0 | ||
Tax on amortization of pension prior service (credit)/ cost | 0 | 0 | 0 | 0 |
Pre-tax amounts recognized in other components of net period pension cost/(income) in the unaudited interimConsolidated Statements of Operations. | $ 2 | $ 2,000,000 | $ 3,000,000 | $ 4,000,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Aug. 01, 2020 | Feb. 01, 2020 | Aug. 03, 2019 | ||
Current assets: | |||||
Cash in banks and in transit | $ 205 | $ 108 | $ 163 | ||
Cash short-term investments | 826 | 278 | 12 | ||
Restricted cash | 452 | 0 | 0 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | 1,483 | 386 | 175 | ||
Merchandise inventory | 1,891 | 2,166 | 2,471 | ||
Prepaid expenses and other | 464 | 174 | 275 | ||
Total current assets | 3,838 | 2,726 | 2,921 | ||
Property and equipment (net of accumulated depreciation of $3,622, $3,167 and $3,095) | 3,169 | 3,488 | 3,591 | ||
Operating lease assets | 772 | 998 | 925 | ||
Prepaid pension | 27 | 120 | 166 | ||
Other assets | 597 | 657 | 657 | ||
Total Assets | 8,403 | 7,989 | 8,260 | ||
Current liabilities: | |||||
Merchandise accounts payable | 236 | 786 | 878 | ||
Other accounts payable and accrued expenses | 812 | 931 | 970 | ||
Current operating lease liabilities | 0 | 68 | 84 | ||
Debtor-in-possession financing | 900 | 0 | 0 | ||
Current portion of long-term debt | 1,204 | 147 | 197 | ||
Total current liabilities | 3,152 | 1,932 | 2,129 | ||
Noncurrent operating lease liabilities | 0 | 1,108 | 1,090 | ||
Long-term debt | 0 | 3,574 | 3,589 | ||
Deferred taxes | 39 | 116 | 121 | ||
Other liabilities | 251 | 430 | 368 | ||
Total liabilities not subject to compromise | 3,442 | 7,160 | 7,297 | ||
Liabilities subject to compromise | 5,050 | 0 | 0 | ||
Stockholders’ (Deficit) Equity | |||||
Common stock (1) | 161 | [1] | 160 | 159 | [1] |
Additional paid-in capital | 4,721 | 4,723 | 4,719 | ||
Reinvested earnings/(accumulated deficit) | (4,613) | (3,667) | (3,601) | ||
Accumulated other comprehensive income/(loss) | (358) | (387) | (314) | ||
Total Stockholders’ (Deficit) Equity | (89) | 829 | 963 | ||
Total Liabilities and Stockholders’ (Deficit) Equity | $ 8,403 | $ 7,989 | $ 8,260 | ||
[1] | 1.25 billion shares of common stock are authorized with a par value of $0.50 per share. The total shares issued and outstanding were 322.4 million, 317.7 million and 320.5 million as of August 1, 2020, August 3, 2019, and February 1, 2020, respectively. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Millions | Aug. 01, 2020 | Feb. 01, 2020 | Aug. 03, 2019 |
Statement of Financial Position [Abstract] | |||
Accumulated depreciation | $ (3,622) | $ (3,095) | $ (3,167) |
Common stock, shares authorized | 1,250,000 | 1,250,000 | 1,250,000 |
Common stock, par value per share | $ 0.50 | $ 0.50 | $ 0.50 |
Common stock, shares issued | 322,400 | 320,500 | 317,700 |
Common stock, shares outstanding | 322,400 | 320,500 | 317,700 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Statement - USD ($) shares in Thousands, $ in Millions | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Reinvested Earnings/(Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income/(Loss) | |
Common Stock, Shares, Outstanding | 316,100 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 1,170 | $ 158 | $ 4,713 | $ (3,373) | $ (328) | |
ASC 842 (Leases) and ASU 2018-02 (Stranded Taxes) adoption (1) | [1] | 27 | 0 | 0 | (26) | 53 |
Net income/(loss) | (154) | 0 | 0 | (154) | 0 | |
Other comprehensive income/(loss) | $ 11 | 0 | 0 | 0 | 11 | |
Stock-based compensation, shares | 700 | |||||
Stock-based compensation and other | $ 2 | 2 | 0 | 0 | ||
Net income/(loss) | (202) | |||||
Other comprehensive income/(loss) | $ 39 | |||||
Common Stock, Shares, Outstanding | 316,800 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 1,034 | 158 | 4,715 | (3,553) | (286) | |
Net income/(loss) | (48) | 0 | 0 | 0 | ||
Other comprehensive income/(loss) | $ 28 | 0 | 0 | 0 | 28 | |
Stock-based compensation, shares | 900 | |||||
Stock-based compensation and other | $ 5 | 1 | 4 | 0 | 0 | |
Common Stock, Shares, Outstanding | 317,700 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 963 | 159 | 4,719 | (3,601) | (314) | |
Common Stock, Shares, Outstanding | 320,500 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 829 | 160 | 4,723 | (3,667) | (387) | |
Net income/(loss) | (546) | 0 | 0 | (546) | 0 | |
Discontinuance of hedge accounting | $ 64 | 0 | 0 | 0 | 64 | |
Stock-based compensation, shares | 1,400 | |||||
Stock-based compensation and other | $ 1 | 1 | 2 | (2) | 0 | |
Net income/(loss) | (944) | |||||
Discontinuance of hedge accounting | 64 | |||||
Other comprehensive income/(loss) | $ 35 | |||||
Common Stock, Shares, Outstanding | 321,900 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 348 | 161 | 4,725 | (4,215) | (323) | |
Net income/(loss) | (398) | 0 | 0 | 0 | ||
Other comprehensive income/(loss) | $ 35 | 0 | 0 | 0 | 35 | |
Stock-based compensation, shares | 500 | |||||
Stock-based compensation and other | $ (4) | 0 | (4) | 0 | 0 | |
Common Stock, Shares, Outstanding | 322,400 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (89) | $ 161 | $ 4,721 | $ (4,613) | $ (358) | |
[1] | Represents the cumulative-effect adjustments |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Aug. 01, 2020 | Aug. 03, 2019 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net income/(loss) | $ (944) | $ (202) |
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | ||
Restructuring and management transition | 162 | 17 |
Reorganization Items, Debtor-In Possession Finance Fee Adjustment | 17 | 0 |
Write-off of pre-petition unamortized debt issuance costs | 33 | |
Reorganization items, net | 108 | 0 |
Net (gain)/loss on sale of non-operating assets | 0 | (1) |
Net (gain)/loss on sale of operating assets | 0 | 3 |
(Gain)/loss on extinguishment of debt | 0 | (1) |
Gain (Loss) on Discontinuation of Interest Rate Cash Flow Hedge Due to Forecasted Transaction Probable of Not Occurring, Net | 77 | 0 |
Depreciation and amortization | 296 | 284 |
Benefit plans | 63 | (29) |
Stock-based compensation | (2) | 6 |
Deferred taxes | (69) | 0 |
Change in cash from: | ||
Inventory | 275 | (34) |
Prepaid expenses and other | (286) | (82) |
Merchandise accounts payable | (48) | 31 |
Income taxes | 0 | 0 |
Accrued expenses and other | 14 | 9 |
Net cash provided by/(used in) operating activities | (445) | 1 |
Cash flows from investing activities | ||
Capital expenditures | (43) | (146) |
Net proceeds from sale of non-operating assets | 0 | 1 |
Net proceeds from sale of operating assets | 1 | 12 |
Net cash provided by/(used in) investing activities | (42) | (133) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Proceeds from debtor-in-possession financing | 450 | 0 |
Proceeds from borrowings under the credit facility | 2,675 | 946 |
Payments of borrowings under the credit facility | (1,471) | (946) |
Payments of finance leases and note payable | (1) | (1) |
Payments of long-term debt | (19) | (26) |
Debtor-in-possession financing fees | (50) | 0 |
Proceeds from stock issued under stock plans | 0 | 1 |
Net cash provided by/(used in) financing activities | 1,584 | (26) |
Net increase/(decrease) in cash, cash equivalents and restricted cash | 1,097 | (158) |
Cash and cash equivalents at beginning of period | 386 | 333 |
Cash, cash equivalents and restricted cash at end of period | 1,483 | 175 |
Supplemental cash flow information | ||
Income taxes received/(paid), net | (2) | (6) |
Interest received/(paid), net | (164) | (139) |
Supplemental non-cash investing and financing activity | ||
Increase/(decrease) in other accounts payable related to purchases of property and equipment and software | 2 | (15) |
Remeasurement of leased assets and lease obligations | $ (107) | $ 52 |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 6 Months Ended |
Aug. 01, 2020 | |
Basis of Presentation and Consolidation [Abstract] | |
Basis of Presentation and Consolidation | 1. Basis of Presentation and Consolidation Basis of Presentation J. C. Penney Company, Inc. is a holding company whose principal operating subsidiary is J. C. Penney Corporation, Inc. (JCP). JCP was incorporated in Delaware in 1924, and J. C. Penney Company, Inc. was incorporated in Delaware in 2002, when the holding company structure was implemented. The holding company has no independent assets or operations, and no direct subsidiaries other than JCP. The holding company and its consolidated subsidiaries, including JCP, are collectively referred to in this quarterly report as “we,” “us,” “our,” “ourselves” or the “Company,” unless otherwise indicated. J. C. Penney Company, Inc. is a co-obligor (or guarantor, as appropriate) regarding the payment of principal and interest on JCP’s outstanding debt securities. The guarantee of certain of JCP’s outstanding debt securities by J. C. Penney Company, Inc. is full and unconditional. These unaudited interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and in accordance with the rules and regulations of the Securities and Exchange Commission (SEC). The accompanying unaudited interim Consolidated Financial Statements, in our opinion, include all material adjustments necessary for a fair presentation and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended February 1, 2020 (2019 Form 10-K). We follow the same accounting policies to prepare quarterly financial statements as are followed in preparing annual financial statements. A description of such significant accounting policies is included in the 2019 Form 10-K. The February 1, 2020, financial information was derived from the audited Consolidated Financial Statements, with related footnotes, included in the 2019 Form 10-K. Because of the seasonal nature of the retail business, operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. As discussed further in Note 2, on May 15, 2020 (the "Petition Date"), the Company and certain of its subsidiaries (collectively, the "Debtors") commenced voluntary cases (the "Chapter 11 Cases") under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). The Company considered impacts related to the Chapter 11 Cases and the COVID-19 pandemic (see Note 3) to its use of any estimates, as appropriate, within its unaudited interim Consolidated Financial Statements. Such estimates and assumptions are subject to inherent uncertainties, which may result in actual amounts differing from reported amounts. Fiscal Year Our fiscal year ends on the Saturday closest to January 31. As used herein, “three months ended August 1, 2020” and “second quarter of 2020” refer to the 13-week period ended August 1, 2020, and “three months ended August 3, 2019” and “second quarter of 2019” refer to the 13-week period ended August 3, 2019. "Six months ended August 1, 2020" and "six months ended August 3, 2019" refer to the 26-week periods ended August 1, 2020 and August 3, 2019, respectively. Fiscal years 2020 and 2019 contain 52 weeks. Basis of Consolidation All significant inter-company transactions and balances have been eliminated in consolidation. Certain reclassifications were made to prior period amounts to conform to the current period presentation. Ability to Continue as a Going Concern The unaudited interim Consolidated Financial Statements included in this Quarterly Report on Form 10-Q have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to significant uncertainty. While operating as a debtor-in-possession pursuant to the Bankruptcy Code, we may sell, or otherwise dispose of or liquidate, assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business, for amounts other than those reflected in the accompanying unaudited interim Consolidated Financial Statements. Further, a Chapter 11 plan of reorganization is likely to materially change the amounts and classifications of assets and liabilities reported in our unaudited interim Consolidated Balance Sheet as of August 1, 2020. In addition, the COVID-19 pandemic (see Note 3) has, and continues to have, a material impact on the Company’s business operations, financial position, liquidity, capital resources and results of operations. The risks and uncertainties surrounding the Chapter 11 Cases and the COVID-19 pandemic, the defaults under our debt agreements (see Note 9), and our financial condition, raise substantial doubt as to the Company’s ability to continue as a going concern. Our future plans, including those in connection with the Chapter 11 Cases, are not yet finalized, fully executed or approved by the Bankruptcy Court, and therefore cannot be deemed probable of mitigating this substantial doubt within 12 months of the date of issuance of these financial statements. Our consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Bankruptcy Accounting The unaudited interim Consolidated Financial Statements included herein have been prepared as if we are a going concern and in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic No. 852 – Reorganizations (ASC 852). As a result, we have segregated liabilities and obligations whose treatment and satisfaction are dependent on the outcome of the Chapter 11 Cases and have classified these items as Liabilities Subject to Compromise on our unaudited interim Consolidated Balance Sheets. In addition, we have classified all income, expenses, gains or losses that were incurred or realized as a direct result of the Chapter 11 Cases since filing as Reorganization items in our unaudited interim Consolidated Statement of Operations. Certain subsidiary entities are not debtors under the Chapter 11 Cases. However, condensed combined financial statements of the Debtors are not presented in the notes to the unaudited interim Consolidated Financial Statements as the assets and liabilities, operating results and cash flows of the non-debtor entities included in the unaudited interim Consolidated Financial Statements are insignificant and, therefore, the unaudited interim Consolidated Financial Statements presented herein materially represent the condensed combined financial statements of the debtor entities for all periods presented. As of August 1, 2020, total assets, total liabilities and net income of the non-debtor entities represents 0.6%, 0.2%, and (0.8)% of total consolidated assets, liabilities and net income, respectively. As of August 1, 2020, the non-debtor entities have intercompany receivables and intercompany payables from/to the debtor entities of $17.6 million and $0.0 million, respectively. Restricted Cash Amounts included in restricted cash represent those required to be set aside by a contractual agreement or requirements of the Bankruptcy Court. Amounts included in restricted cash include: (In Millions) August 1, 2020 DIP financing funded to escrow pending resolution of contingencies (see Note 9) $ 225 Cash collateral in escrow under the requirements of the 2017 Revolving Credit Facility 156 Cash deposited into escrow to pay bankruptcy professional fees upon emergence 52 Other 19 Total restricted cash $ 452 |
Reorganizations
Reorganizations | 6 Months Ended |
Aug. 01, 2020 | |
Reorganizations [Abstract] | |
Voluntary Petition for Reorganization | 2. Chapter 11 Cases Voluntary Petition for Reorganization On the Petition Date, the Debtors filed voluntary petitions in the Bankruptcy Court seeking relief under the Bankruptcy Code. Pursuant to order of the Bankruptcy Court, the Chapter 11 Cases are being jointly administered under the caption In re: J. C. Penney Company, Inc. et al., Case No. 20-20182 (DRJ) Documents. Documents filed on the docket of and other information related to the Chapter 11 Cases are available free of charge online at https://cases.primeclerk.com/JCPenney. Pursuant to Section 362 of the Bankruptcy Code, the filing of the Chapter 11 Cases automatically stayed most actions against the Debtors, including actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the Debtors' property. Subject to certain exceptions under the Bankruptcy Code, the filing of the Debtors' Chapter 11 Cases also automatically stayed the filing of most legal proceedings and other actions against or on behalf of the Debtors or their property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the Debtors' bankruptcy estates, unless and until the Court modifies or lifts the automatic stay as to any such claim. The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Following the Petition Date, the Bankruptcy Court entered certain interim and final orders facilitating the Debtors’ operational transition into Chapter 11. These orders authorized the Debtors to, among other things, access cash collateral, pay employee wages and benefits, honor customer programs and pay vendors and suppliers in the ordinary course for all goods and services provided after the Petition Date. These orders are significant because they allow us to operate our businesses in the normal course. Prior to the commencement of the Chapter 11 Cases, on May 15, 2020, the Debtors entered into a Restructuring Support Agreement (together with all exhibits and schedules thereto, the “RSA”) with members of an ad hoc group of lenders and noteholders (the “Ad Hoc Group”) that held approximately 70 percent of the Debtors’ first lien debt as of such date. On or about June 7, 2020, additional lenders and noteholders (collectively, and together with the Ad Hoc Group, the “Consenting Stakeholders”) executed the RSA. As of such date, the Consenting Stakeholders held approximately 93 percent of the Debtors’ prepetition first lien debt. The RSA contemplates a restructuring process that will establish both a financially sustainable operating company and a real estate investment trust. On September 10, 2020, the Company entered into a non-binding letter-of-intent (“LOI”) with the Ad Hoc Group, Simon Property Group and Brookfield Property Group that is generally consistent with the framework of the restructuring process contemplated in the RSA. Because the LOI is non-binding, and subject to definitive documentation that must be agreed upon by all parties and subsequently approved by the Bankruptcy Court, there is no assurance that the existing LOI will ultimately result in a final, approved sale or plan of reorganization. Financing During the Chapter 11 Cases See Note 9 for discussion of the DIP Credit Agreement, which provides up to $450 million in senior secured, super-priority new money financing, subject to the terms, conditions, and priorities set forth in the applicable definitive documentation and orders of the Bankruptcy Court. Liabilities Subject to Compromise As a result of the Chapter 11 Cases, the payment of pre-petition liabilities is generally subject to compromise pursuant to a plan of reorganization. Generally, actions to enforce or otherwise effect payment of pre-bankruptcy filing liabilities are stayed. Although payment of pre-petition claims generally is not permitted, the Bankruptcy Court granted the Debtors authority to pay certain pre-petition claims in designated categories and subject to certain terms and conditions. This relief generally was designed to preserve the value of the Debtors’ business and assets. Among other things, the Bankruptcy Court authorized, but did not require, the Debtors to pay certain pre-petition claims relating to employee wages and benefits, taxes, critical vendors and debt. Pre-petition liabilities that are subject to compromise are required to be reported at the amounts expected to be allowed by the Bankruptcy Court, even if they may be settled for different amounts. The amounts classified as liabilities subject to compromise may be subject to future adjustments depending on Bankruptcy Court actions, further developments with respect to disputed claims, determination of secured status of certain claims, the determination as to the value of any collateral securing claims, proof of claims or other events. The following table presents liabilities subject to compromise as reported in the unaudited interim Consolidated Balance Sheet at August 1, 2020: (In millions) August 1, 2020 Debt (1) $ 3,289 Operating leases 942 Merchandise accounts payable 503 Other accounts payable and accrued expenses 167 Other liabilities 115 Accrued interest 34 Total liabilities subject to compromise $ 5,050 (1) Please see Note 9 for details of the pre-petition debt reported as liabilities subject to compromise. Executory Contracts Subject to certain exceptions, under the Bankruptcy Code the Debtors may assume, assign or reject executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and fulfillment of other applicable conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such contract and, subject to certain exceptions, relieves the Debtors from performing future obligations under such contract but entitles the counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed breach. Alternatively, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease, if any, and provide adequate assurance of future performance. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this report, including where applicable quantification of the Company’s obligations under such executory or unexpired lease of the Debtors, is qualified by any overriding rejection rights the Company has under the Bankruptcy Code. Reorganization Items, Net Reorganization items, net represent amounts incurred after the Petition Date as a direct result of the Chapter 11 Cases and are comprised of the following for the quarter ended August 1, 2020: Three Months (In millions) August 1, 2020 Advisor fees $ 64 Debtor-in-possession financing fees 50 Write-off of pre-petition unamortized debt issuance costs 33 Employee retention 21 Gains on lease termination (66) Other 6 Total reorganization items, net (1) $ 108 (1) Cash paid for reorganization items, net for the three months ended August 1, 2020, was $79 million, which includes $2 million in prepaid expenses and the $50 million for DIP financing fees. Store Asset Related Charges/Gains In conjunction with our restructuring process that began toward the end of the first quarter of 2020 and continued into the second quarter with the bankruptcy proceedings, the Company has identified certain properties to be considered, and designated, for closing. Additionally, the filing of the Chapter 11 Cases and other restructuring considerations have resulted in various impairment analyses, the reassessment and remeasurement of certain reasonably certain lease terms and the reconsideration of the amortization periods for leasehold improvements and related fixed assets. The effects of these actions, both in the first and second quarters of 2020, resulted in multiple adjustments to store-related and other assets, including right-of-use lease assets and lease liabilities for the three-month and six-month periods ended August 1, 2020. These adjustments included impairments of long-lived assets, impairments of operating lease assets, remeasurement of certain operating lease assets and liabilities based on a reassessment of the reasonably certain lease term, and the rejection of certain leases through the Bankruptcy Court. Since these accounting write offs are primarily related to the eventual closure of stores and other properties, the Company has summarized the impact on the unaudited interim Consolidated Statement of Operations in the table below for the three-month and six-month periods ended August 1, 2020, including the caption in which each item is recorded in the unaudited interim Consolidated Statement of Operations. Three Months Ended Six Months Ended (In millions) August 1, 2020 August 1, 2020 Statement of Operations Line Item Impairments of long-lived assets (see note 13) $ 26 $ 75 Restructuring and management transition Impairments of operating lease assets (see note 13) 2 50 Restructuring and management transition Write off of closed store assets 1 1 Restructuring and management transition Accelerated amortization of operating lease assets (see note 11) 11 11 SG&A Accelerated depreciation of long-lived assets (1) 28 28 Depreciation and amortization Gain on remeasurement of operating lease assets and operating lease liabilities (see notes 11 and 13) (20) (20) Restructuring and management transition Gain on store lease terminations from rejection of leases (see note 11) (61) (61) Reorganization items, net Gain on sale of closing store fixtures (1) (1) Restructuring and management transition Total $ (14) $ 83 (1) Represents the incremental depreciation expense recorded during the respective period due to the reduced estimated useful life of the underlying long-lived assets The accounting standards applicable to these adjustments to long-lived assets and operating lease assets and liabilities are based on various facts and circumstances over the period from a decision to close a store (as an indicator of impairment) to the cease use date and lease rejection approval from the Bankruptcy Court. These events drive the timing of recognition and the presentation location in the unaudited interim Consolidated Statement of Operations. At the point that an operating lease for a closing store is rejected and the Company ceases use of the property, all the store’s related long-lived assets will be written-off to their residual value and the store’s operating lease assets and liabilities will be written down to zero. However, under the applicable accounting standards, the write down of these assets and liabilities occurs at different points in time as these stores are eventually closed and the related store leases progress toward rejection. As of August 1, the Company has additional net long-lived assets of $50 million and net operating lease liabilities of $79 million, recorded on the unaudited interim Consolidated Balance Sheet, all related to stores that are currently scheduled for closing. These amounts are expected to be recorded as charges/gains to the statement of operations in future periods through the cease use date and Bankruptcy Court approval of the rejection of the lease, which is currently scheduled for October and November 2020. |
Global COVID-19 Pandemic
Global COVID-19 Pandemic | 6 Months Ended |
Aug. 01, 2020 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Global COVID-19 Pandemic | 3. Global COVID-19 Pandemic On March 11, 2020, the World Health Organization declared a global pandemic related to the rapidly growing outbreak of a novel strain of coronavirus (COVID-19). The COVID-19 pandemic has significantly impacted the economic conditions in the U.S. and globally. The Company announced the temporary closing of all stores effective March 19, 2020, along with most of its supply chain facilities; however, we continued to operate jcp.com and fulfill orders via three eCommerce fulfillment centers. Additionally, subsequent to temporarily closing all stores, the Company furloughed approximately 80,000 associates, including store and supply chain associates, as well as some corporate office associates In late April 2020, the Company began re-opening stores with limited operating hours and staffing. The Company re-opened 11 stores in fiscal April, 464 stores in fiscal May and 366 stores in fiscal June. All open stores and facilities have implemented enhanced safety procedures and enhanced cleaning protocols to protect the health of our customers and associates. The majority of our stores continue to operate with limited hours and staffing. As of August 1, the Company has completed the closing of 7 stores and is in the process of closing 146 stores, has commenced going out of business sales in most of these stores and expects the majority of the total 153 stores to close by the end of October, with the remaining stores closing in November. As of August 31, 2020, approximately 18,000 associates remain on furlough. The COVID-19 pandemic has, and continues to have, a material impact on the Company’s business operations, financial position, liquidity, capital resources and results of operations, including the Company’s filing of the Chapter 11 Cases. Because it is impossible to predict the effect and ultimate impact of the COVID-19 pandemic, or the outcome of the Chapter 11 Cases, current financial information may not be indicative of future operating results. |
Effect of New Accounting Standa
Effect of New Accounting Standards | 6 Months Ended |
Aug. 01, 2020 | |
Effect of New Accounting Standards [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 4. Effect of New Accounting Standards In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting,” which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. These amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. ASU No. 2020-04 is effective as of March 12, 2020, through December 31, 2022, and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. We do not anticipate a material impact from the adoption of this new standard. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. This standard will be effective for public entities for fiscal years, and interim periods within those fiscal years, |
Earnings_(Loss) per Share
Earnings/(Loss) per Share | 6 Months Ended |
Aug. 01, 2020 | |
Earnings Per Share [Abstract] | |
Earnings/(Loss) per Share | 5. Earnings/(Loss) per Share Net income/(loss) and shares used to compute basic and diluted earnings/(loss) per share (EPS) are reconciled below: Three Months Ended Six Months Ended (In millions, except per share data) August 1, August 3, August 1, August 3, Earnings/(loss) Net income/(loss) $ (398) $ (48) $ (944) $ (202) Shares Weighted average common shares outstanding (basic shares) 324.6 319.4 324.2 318.6 Adjustment for assumed dilution: Stock options and restricted stock awards — — — — Weighted average shares assuming dilution (diluted shares) 324.6 319.4 324.2 318.6 EPS Basic $ (1.23) $ (0.15) $ (2.91) $ (0.63) Diluted $ (1.23) $ (0.15) $ (2.91) $ (0.63) The following average potential shares of common stock were excluded from the diluted EPS calculation because their effect would have been anti-dilutive: Three Months Ended Six Months Ended (Shares in millions) August 1, August 3, August 1, August 3, Stock options and restricted stock awards 9.9 24.7 15.1 23.6 |
Revenue (Notes)
Revenue (Notes) | 6 Months Ended |
Aug. 01, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | 6. Revenue Our contracts with customers primarily consist of sales of merchandise and services at the point of sale, sales of gift cards to a customer for a future purchase, customer loyalty rewards that provide discount rewards to customers based on purchase activity, and certain licensing and profit-sharing arrangements involving the use of our intellectual property by others. Revenue includes Total net sales and Credit income and other. Net sales are categorized by merchandise and service sale groupings as we believe it best depicts the nature, amount, timing and uncertainty of revenue and cash flow. The following table provides the components of Net sales for the three and six months ended August 1, 2020 and August 3, 2019: Three Months Ended Six Months Ended ($ in millions) August 1, 2020 August 3, 2019 August 1, 2020 August 3, 2019 Women’s apparel $ 271 19 % $ 558 22 % $ 487 19 % $ 1,073 21 % Men’s apparel and accessories 289 21 % 537 21 % 502 20 % 1,015 21 % Women’s accessories, including Sephora 219 16 % 401 16 % 389 16 % 778 16 % Home 172 12 % 246 10 % 317 13 % 551 11 % Footwear and handbags 147 11 % 272 11 % 264 11 % 528 11 % Kid’s, including toys 108 8 % 216 9 % 193 8 % 416 8 % Jewelry 90 6 % 124 5 % 165 7 % 262 5 % Services and other 94 7 % 155 6 % 155 6 % 325 7 % Total net sales $ 1,390 100 % $ 2,509 100 % $ 2,472 100 % $ 4,948 100 % Credit income and other encompasses the revenue earned from the agreement with Synchrony Financial (Synchrony) associated with our private label credit card and co-branded MasterCard® programs. The Company has contract liabilities associated with the sales of gift cards and our customer loyalty program. These liabilities include consideration received for gift card and loyalty related performance obligations which have not been satisfied as of a given date. The liabilities are included in other accounts payable and accrued expenses in the unaudited Interim Consolidated Balance Sheets and were as follows: (in millions) August 1, 2020 August 3, 2019 February 1, 2020 Gift cards $ 109 $ 114 $ 136 Loyalty rewards 62 63 58 Total contract liability $ 171 $ 177 $ 194 A rollforward of the amounts included in contract liability for the first six months of 2020 and 2019 are as follows: (in millions) 2020 2019 Beginning balance $ 194 $ 200 Current period gift cards sold and loyalty reward points earned 73 173 Net sales from amounts included in contract liability opening balances (42) (56) Net sales from current period usage (54) (140) Ending balance $ 171 $ 177 |
Fair Value Disclosures
Fair Value Disclosures | 6 Months Ended |
Aug. 01, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 8. Fair Value Disclosures In determining fair value, the accounting standards establish a three-level hierarchy for inputs used in measuring fair value, as follows: • 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. Interest Rate Swaps Measured on a Recurring Basis The fair value of our interest rate swap agreements, prior to their cancellation, was valued in the market using discounted cash flow techniques, which use quoted market interest rates in discounted cash flow calculations that consider the instrument's term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation for interest rate swaps are observable in the active markets and are classified as Level 2 in the fair value measurement hierarchy. Other Non-Financial Assets Measured on a Non-Recurring Basis As further discussed in Note 13, during second quarter of 2020, long-lived assets held and used with carrying value of $68 million were written down to their fair value of $42 million, and right-of-use assets with carrying value of $12 million were written down to a fair value of $10 million , resulting in asset impairment charges of $26 million and $2 million, respectively, totaling $28 million. During first quarter of 2020, long-lived assets held and used with a carrying value of $162 million were written down to their fair value o f $113 million, and right-of-use lease assets with a carrying value of $140 million were written down to a fair value of $92 million, resulting in asset impairment charges of $49 million and $48 million, respectively, tota ling $97 million. The fair value was determined based on a discounted cash flow approach. The significant inputs and assumptions used in the discounted cash flow approach included estimated market rentals for the related leases and a real estate-based discount rate and are classified a s Level 3 i n the fair value measurement hierarchy. Also, as a result of the Company’s plans to reduce its store footprint during bankruptcy, during first quarter of 2020, indefinite-lived intangible assets with a carrying value of $275 million were written down to their fair value of $233 million, resulting in an asset impairment of $42 million. We evaluated the recoverability of our indefinite-lived intangible assets utilizing the relief from royalty method to determine the estimated fair value. The relief from royalty method estimates our theoretical royalty savings from ownership of the intangible assets. Key assumptions in determining relief from royalty include, among other things, discount rates, royalty rates, growth rates, sales projections and terminal value rates. The Company applied a weighted-average approach, which considered multiple scenarios with varying sales projections to estimate fair value. The fair value determined utilizing the relief from royalty method and the significant inputs related to valuing the intangible assets are classified as Level 3 in the fair value measurement hierarchy. In connection with the Company announcing its plan to close underperforming stores in 2019, long-lived assets held and used with a carrying value of $22 million were written down to their fair value of $8 million, resulting in asset impairment charges of $14 million in the first quarter of 2019. Additionally, in connection with the adoption of the new lease accounting standard, right-of-use assets of $58 million were written down to their fair value of $19 million. The fair value was determined based on comparable market values of similar properties or on a rental income approach and the significant inputs related to valuing the store related assets are classified as Level 3 in the fair value measurement hierarchy. Other Financial Instruments Carrying values and fair values of financial instruments that are not carried at fair value in the unaudited Interim Consolidated Balance Sheets are as follows: August 1, 2020 August 3, 2019 February 1, 2020 ($ in millions) Carrying Fair Carrying Fair Carrying Fair Total debt, excluding unamortized debt issuance costs $ 5,393 $ 2,721 $ 3,829 $ 2,373 $ 3,758 $ 2,464 The fair value of total debt was estimated by obtaining quotes from brokers or was based on current rates offered for similar debt. As of August 1, 2020, August 3, 2019, and February 1, 2020, the fair values of cash, cash equivalents and restricted cash, accounts payable, the DIP Credit Agreement and the 2017 Credit Facility approximated their carrying values due to the short-term nature of these instruments. Concentrations of Credit Risk We have no significant concentrations of credit risk. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Aug. 01, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. Debt and Debt Subject to Compromise ($ in millions) August 1, 2020 August 3, 2019 February 1, 2020 DIP Credit Agreement due November 2020 $ 900 $ — $ — Pre-petition debt - classified as a current liability 2017 Credit Facility (Matures 2022) 1,204 — — Pre-petition debt subject to compromise (1) 8.125% Senior Notes Due 2019 — 50 — 5.65% Senior Notes Due 2020 105 105 105 2016 Term Loan Facility (Matures in 2023) 1,102 1,561 1,540 5.875% Senior Secured Notes Due 2023 469 500 500 7.125% Debentures Due 2023 10 10 10 8.625% Senior Secured Second Priority Notes Due 2025 400 400 400 6.9% Notes Due 2026 2 2 2 6.375% Senior Notes Due 2036 388 388 388 7.4% Debentures Due 2037 313 313 313 7.625% Notes Due 2097 500 500 500 Total debt subject to compromise 3,289 — — Total debt $ 5,393 3,829 3,758 Less: unamortized debt issuance costs (43) (37) Less: current portion (197) (147) Total long-term debt $ 3,589 $ 3,574 (1) Liabilities subject to compromise must be reported at the amounts expected to be allowed claims by the Bankruptcy Court. The carrying value of the debt will be adjusted as claims are approved. As of August 1, 2020, we have written off unamortized debt issuances costs of $33 million to present the debt at the face value outstanding. The expense related to this write off is recorded within Reorganization items, net in the unaudited interim Consolidated Statement of Operations. The commencement of the Chapter 11 Cases constitutes an event of default or termination event under all pre-petition debt of the Company. With the exception of the 2017 Credit Facility, all pre-petition debt is classified as liabilities subject to compromise. As a result of the default under the agreements comprising the 2017 Credit Facility agreements, the Company has classified the 2017 Credit Facility as a current liability. Any efforts to enforce payment obligations related to the Company’s outstanding debt have been automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code. Effective as of the Petition Date, the Company ceased recording interest expense on all debt subject to compromise, with the exception of the 2016 Term Loan Facility and the Senior Secured Notes. On June 5, 2020, and July 20, 2020, the Bankruptcy Court issued orders allowing the Debtors to make adequate protection payments for the 2017 Credit Facility, the 2016 Term Loan Facility and the Senior Secured Notes. The adequate protection payments represent interest otherwise due under the terms of those debt agreements and the Company continues to accrue and expense that interest. Contractual interest expense represents amounts due under the contractual terms of outstanding pre-petition debt subject to compromise and not otherwise paid under adequate payments. For the second quarter 2020, contractual interest expense of $26 million has not been recorded in the financial statements. Debtor-in-Possession Financing Pursuant to the RSA, certain of the Consenting Stakeholders and/or their affiliates agreed to provide, on a committed basis, debtor-in-possession financing on the terms set forth therein. Following entry by the Bankruptcy Court of a final order on June 5, 2020, JCP, as borrower, and J. C. Penney and certain of its subsidiaries, as guarantors (together with JCP, the “Credit Parties”), entered into a Superpriority Senior Secured Debtor-In-Possession Credit and Guaranty Agreement (the “DIP Credit Agreement”) with the financial institutions identified therein as lenders (the “Lenders”), GLAS USA LLC, as administrative agent (the “Administrative Agent”), and GLAS Americas LLC, as collateral agent. The obligations under the DIP Credit Agreement are secured by substantially all of the real and personal property of the Credit Parties, subject to certain exceptions. The DIP Credit Agreement provides for a superpriority secured debtor-in-possession credit facility comprised of term loans in an aggregate amount of up to $900 million of which (i) up to $450 million consists of “new money” loans that will be made available to JCP $225 million of which was provided to JCP on June 8, 2020, and $225 million was funded to an escrow account on July 9, 2020), and (ii) up to $450 million consists of certain pre-petition term loan and/or first lien notes obligations that are “rolled” into the DIP Credit Agreement $225 million of which were rolled into the DIP Facility on June 8, 2020, and $225 million of which were rolled into the DIP Credit Agreement on July 9, 2020). Of the total $450 million of pre-petition debt rolled into the DIP Credit Agreement, $419 million of the 2016 Term Loan and $31 million of the Senior Secured Notes were rolled into the DIP Credit Agreement. The pre-petition debt rolled into the DIP Credit Agreement was accounted for as a debt modification. Fees of $50 million, consisting of $45 million paid to the lenders and $5 million paid to the Company's advisors, were paid in connection with the signing of the DIP Credit Agreement, were all expensed during the second quarter of 2020 and are included in Reorganization items, net in the unaudited interim Consolidated Statement of Operations. The DIP Credit Agreement matures on November 16, 2020, subject to earlier termination upon the occurrence of certain events specified in the DIP Credit Agreement. The proceeds of the DIP Credit Agreement will be used, in part, to provide incremental liquidity for working capital, to pay administrative costs, premiums, fees and expenses in connection with the DIP Credit Agreement and the administration of the Chapter 11 Cases, to make court approved payments in respect of pre-petition obligations and for other purposes consistent with the DIP Credit Agreement. Loans under the DIP Credit Agreement bear interest at (i) if a Base Rate Loan, at the Base Rate (which is subject to a floor of 2.25%) plus 10.75% per annum or (ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate (which is subject to a floor of 1.25%) plus 11.75% per annum. As of August 1, 2020, the interest rate on the DIP Credit Agreement was 13%. In addition, a 3% repayment fee due to the DIP lenders upon repayment of the DIP Credit Agreement will be accreted as interest expense over the DIP Credit Agreement term. The DIP Credit Agreement includes customary negative covenants for debtor-in-possession loan agreements of this type, including covenants limiting the Credit Parties’ and their subsidiaries’ ability to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and acquisitions, pay dividends and distributions and make payments in respect of junior or pre-petition indebtedness, in each case subject to customary exceptions for debtor-in-possession loan agreements of this type. The DIP Credit Agreement also includes conditions precedent, representations and warranties, mandatory prepayments, affirmative covenants and events of default customary for financings of this type. Certain bankruptcy-related events are also events of default, including, but not limited to, the dismissal by the Bankruptcy Court of any of the Chapter 11 Cases, the conversion of any of the Chapter 11 Cases to a case under chapter 7 of title 11 of the United States Code, the appointment of a trustee pursuant to chapter 11 of title 11 of the United States Code, and certain other events related to the impairment of the Lenders’ rights or liens granted under the DIP Credit Agreement. As previously reported, the Supermajority Lenders agreed to extend certain milestones under the DIP Credit Agreement to enable the Company and the Supermajority Lenders to continue discussions, including with respect to negotiating the sale to a third-party of all or substantially all of the assets of the Credit Parties comprising the operating company, pursuant to section 363 of the Bankruptcy Code. On September 10, 2020, the Company entered into a non-binding letter-of-intent (“LOI”) with the Ad Hoc Group, Simon Property Group and Brookfield Property Group that is generally consistent with the framework of the restructuring process contemplated in the RSA. Because the LOI is non-binding, and subject to definitive documentation that must be agreed upon by all parties and subsequently approved by the Bankruptcy Court, there is no assurance that the existing LOI will ultimately result in a final, approved sale or plan of reorganization. Pre-Petition Debt As of August 1, 2020, there was $1,204 million in outstanding borrowings under the Company's pre-petition senior secured asset-based revolving credit facility (the 2017 Credit Facility). Borrowings under the 2017 Credit Facility bear interest, at the Company’s option, at a base rate or LIBOR, plus an applicable interest rate margin varying depending on the Company’s utilization of the 2017 Credit Facility. The interest rate on the borrowings as of August 1, 2020, was 6.50%. The proceeds from the 2017 Credit Facility may be used for working capital needs or general corporate purposes. The Company’s option to elect which rate applies to the amounts outstanding under the 2017 Credit Facility requires the Company to designate each borrowing as either a base rate or LIBOR borrowing. The designation may be changed subsequent to the initial borrowing and are presented as proceeds and payments which offset in the unaudited interim Consolidated Statement of Cash Flows. During the first half of 2020, approximately $1.4 billion changed designation, which has zero net impact on the amounts that are outstanding under the 2017 Credit Facility. Following the commencement of the Chapter 11 Cases, we do not have access to additional cash borrowings under the revolving credit facility. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Aug. 01, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 10. Accumulated Other Comprehensive Income/(Loss) The following tables show the changes in accumulated other comprehensive income/(loss) balances for the six months ended August 1, 2020, and August 3, 2019: (In millions) Net Actuarial Prior Service Foreign Currency Translation Gain/(Loss) on Cash Flow Hedges Accumulated February 1, 2020 $ (310) $ (12) $ (1) $ (64) $ (387) Discontinuance of hedge accounting (1) — — — 64 64 Other comprehensive income/(loss) before reclassifications (41) 4 — — (37) Amounts reclassified from accumulated other comprehensive income/(loss) — 3 (1) — 2 August 1, 2020 $ (351) $ (5) $ (2) $ — $ (358) (1) Includes a $58 million charge reclassified to earnings and included in Discontinuance of hedge accounting and a $6 million charge reclassified to Income tax expense, both recorded during the first quarter of 2020. (In millions) Net Actuarial Prior Service Foreign Currency Translation Gain/(Loss) on Cash Flow Hedges Accumulated February 2, 2019 $ (290) $ (22) $ (1) $ (15) $ (328) ASU 2018-02 (Stranded Taxes) adoption 46 3 — 4 53 Other comprehensive income/(loss) before reclassifications — — — (39) (39) Amounts reclassified from accumulated other comprehensive income/(loss) — 4 — (4) — August 3, 2019 $ (244) $ (15) $ (1) $ (54) $ (314) |
Leases, Codification Topic 842
Leases, Codification Topic 842 | 6 Months Ended |
Aug. 01, 2020 | |
Leases [Abstract] | |
Leases | 11. Leases ASC 842 Leases, requires the remeasurement of the lease term upon the occurrence of a significant event or a change in circumstances that is within the control of the lessee that directly affects whether the lessee is reasonably certain to exercise or not to exercise an option to extend or terminate a lease. Following the filing of the Chapter 11 Cases on May 15, 2020, the Company remeasured certain leases based on a change in their reasonably certain lease term. The weighted average discount rate used for remeasuring the leases was 22.3%. As a result of the remeasurements, the Company reduced its operating lease assets by $95 million and its operating lease liabilities by $115 million, recording a gain of $20 million, which is included in Restructuring and management transition, net (see Note 13) in the unaudited interim Consolidated Statement of Operations. During the second quarter of 2020, the Bankruptcy Court approved the rejection of certain leases that were primarily related to leases associated with stores closed prior to the commencement of the Chapter 11 Cases. In connection with the rejection of these leases, the Company reduced its operating lease assets by $46 million and its operating lease liabilities by $112 million, recording a gain of $66 million, which is included in Reorganization items, net (see Note 2) in the unaudited interim Consolidated Statement of Operations. |
Retirement Benefit Plans
Retirement Benefit Plans | 6 Months Ended |
Aug. 01, 2020 | |
Retirement Benefit Plans [Abstract] | |
Retirement Benefit Plans | Retirement Benefit Plans The components of net periodic pension expense/(income) for our non-contributory qualified defined benefit pension plan and supplemental pension plans were as follows: Three Months Ended Six Months Ended ($ in millions) August 1, August 3, August 1, August 3, Service cost $ 8 $ 7 $ 16 $ 14 Other components of net periodic pension cost/(income): Interest cost 26 33 52 66 Expected return on plan assets (51) (48) (101) (96) Amortization of prior service cost 2 2 3 4 Amortization of net loss 1 — 1 — Curtailment loss recognized 5 — 5 — Special termination benefit cost recognized 94 — 94 — 77 (13) 54 (26) Net periodic pension expense/(income) $ 85 $ (6) $ 70 $ (12) Service cost is included in SG&A in the unaudited Interim Consolidated Statements of Operations. Primary Pension Plan Lump-Sum Payment Offer and VERP In April 2020, the Company initiated a Voluntary Early Retirement Program (VERP) for approximately 4,300 eligible associates. Eligibility for the VERP included home office, stores and supply chain personnel who met certain criteria related to age and years of service as of October 23, 2019. The consideration period for eligible associates to accept the VERP ended on May 29, 2020. Based on the approximately 2,600 associates who elected to accept the VERP, we incurred a total charge of $94 million for enhanced retirement benefits. The enhanced retirement benefits increased the projected benefit obligation (PBO) of the Primary Pension Plan and the Supplemental Pension Plans by $85 million and $9 million, respectively. In addition, we incurred curtailment charges of $4 million related to our Primary Pension Plan and $1 million related to Supplemental Pension Plans as a result of the reduction in the expected years of future service related to these plans. As a result of these curtailments, the assets and the liabilities for our Primary Pension Plan and the liabilities of certain Supplemental Pension Plans were remeasured as of July 31, 2020. The discount rate used for the remeasurements was 2.64% compared to the fiscal year 2019 discount rate of 3.08%. The remeasurement and curtailment resulted in the PBO of our Primary Pension Plan increasing by $117 million and the related assets increasing by $74 million, and the PBO of our Supplemental Pension Plans decreasing by $0.4 million. As of July 31, 2020, the funded status of the Primary Pension Plan was 101% and is not impacted by the Chapter 11 Cases. Other Unfunded Benefit Plans |
Restructuring and Management Tr
Restructuring and Management Transition | 6 Months Ended |
Aug. 01, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Management Transition | Restructuring and Management Transition, NetDuring the second quarter of 2020, the Company accrued severance costs related to store associates at announced closing stores and a reduction in workforce for home office, field management and international associates. Severance costs for the approximately 7,700 associates impacted totaled $28 million. In connection with the anticipated commencement of the Chapter 11 Cases, the Company identified in the first quarter of 2020 certain leased stores it considered more likely than not would be permanently closed significantly before the end of their respective estimated useful lives. During the second quarter of 2020, the stores identified for permanent closure continued to evolve through the Chapter 11 Cases. The potential closing of stores is considered an indicator of impairment in accordance with ASC 360 Property, Plant and Equipment; accordingly, long-lived assets, including right-of-use lease assets, with indicators of impairment, are evaluated for recoverability. Assets that are not determined to be recoverable are assessed for impairment based on their current fair values. As a result of test for impairment during both first quarter 2020 and second quarter 2020, the Company recorded impairment charges of $97 million during first quarter of 2020, consisting of $49 million related to long-lived assets and $48 million related to right-of-use lease assets and the Company recorded impairment charges of $28 million during second quarter of 2020, consisting of $26 million related to long-lived assets and $2 million related to right-of-use lease assets. In connection with store and other facility closures, during the second quarter of 2020, the Company wrote-off certain supply chain and field office lease related long-lived assets resulting in a charge of $16 million. Similarly, during first quarter 2020, the Company determined that the combination of the macro economic impact of the COVID-19 pandemic, the contemplation of bankruptcy, and the expectations of permanent store closures represented an indicator of impairment related to the Company’s indefinite-lived intangible assets primarily associated with the Liz Claiborne family of trademarks and related intellectual property. As a result, the Company recorded an impairment of the intangible assets of $42 million during first quarter of 2020. The Company also incurred expenses related to pre-petition debt restructuring advisory fees in the amount of $16 million and $8 million in the first and second quarters of 2020, respectively. The Company also recognized a gain of $20 million related to the remeasurement of certain operating lease assets and liabilities (see Note 11). In the first quarter of 2019, the Company finalized plans to close 18 full-line stores and 9 ancillary home and furniture stores, further aligning the Company's brick-and-mortar presence with its omnichannel network and enabling capital resources to be reallocated to locations and initiatives that offer the greatest long-term value potential. The planned store closures resulted in a $14 million asset impairment charge for store assets with limited future use and a $1 million severance charge for the expected displacement of store associates. The components of Restructuring and management transition include: • Home office and stores — charges for actions to reduce our store and home office expenses including impairments, employee termination benefits, store lease terminations and other restructuring/reorganization advisory costs; • Management transition — charges related to implementing changes within our management leadership team for both incoming and outgoing members of management; and • Other — charges related primarily to costs related to the closure of certain supply chain locations. The composition of restructuring and management transition charges was as follows: Three Months Ended Six Months Ended Cumulative ($ in millions) August 1, August 3, August 1, August 3, Home office and stores $ 67 $ 4 $ 222 $ 23 $ 751 Management transition — 3 — 4 269 Other — — — — 186 Total $ 67 $ 7 $ 222 $ 27 $ 1,206 Activity for the restructuring and management transition liability for the six months ended August 1, 2020 was as follows: ($ in millions) Home Office Management Total February 1, 2020 $ 6 $ 2 $ 8 Charges 59 — 59 Cash payments (34) (1) (35) Move to liabilities subject to compromise (2) — (2) August 1, 2020 $ 29 $ 1 $ 30 |
Income Taxes
Income Taxes | 6 Months Ended |
Aug. 01, 2020 | |
Federal, State And Foreign | |
Income Tax Contingency [Line Items] | |
Income Taxes | Income Taxes On March 27, 2020, the U.S. federal government passed the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). The CARES Act contains many tax provisions including, but not limited to, accelerated alternative minimum tax ("AMT") refunds, payroll tax payment deferrals, employee retention credits, enhanced net operating loss ("NOL") carryback rules and an increase to the interest deduction limitation. The Company has considered the income tax provisions of the CARES Act in the tax benefit calculation for the six months ended August 1, 2020. The Company continues to monitor and analyze the CARES Act along with global legislation issued in response to the COVID-19 pandemic. The net tax benefit of $7 million for the three months ended August 1, 2020, consisted of federal, state and foreign tax expense of $1 million, $1 million of expense related to the deferred tax asset change arising from the tax amortization of indefinite-lived intangible assets, and a $9 million benefit due to the release of valuation allowance. The net tax benefit of $67 million for the six months ended August 1, 2020, consisted of federal, state and foreign tax benefit of $1 million, $2 million of expense related to the deferred tax asset change arising from the tax amortization of indefinite-lived intangible assets, net tax benefit of $3 million resulting from statutory audit settlements and a $65 million benefit from the release of valuation allowance, primarily due to the generation of post-tax reform NOLs that do not expire. |
Litigation and Other Contingenc
Litigation and Other Contingencies | 6 Months Ended |
Aug. 01, 2020 | |
Litigation, Other Contingencies and Guarantees [Abstract] | |
Litigation and Other Contingencies | Litigation and Other Contingencies Litigation Chapter 11 Proceedings On May 15, 2020, the Debtors filed the Chapter 11 Cases seeking relief under the Bankruptcy Code. The Company expects to continue operations in the normal course for the duration of the Chapter 11 Cases. In addition, subject to certain exceptions under the Bankruptcy Code, the filing of the Debtors' Chapter 11 Cases also automatically stayed the filing of most legal proceedings and other actions against or on behalf of the Debtors or their property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the Debtors' bankruptcy estates, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim. See Note 2 for more information about the Chapter 11 Cases. Legal Proceedings We are subject to various legal and governmental proceedings involving routine litigation incidental to our business. Accruals have been established based on our best estimates of our potential liability in certain of these matters, which we believe aggregate to an amount that is not material to the unaudited Interim Consolidated Financial Statements. These estimates were developed in consultation with in-house and outside counsel. While no assurance can be given as to the ultimate outcome of these matters, we currently believe that the final resolution of these actions, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources. Contingencies As of August 1, 2020, we have an estimated accrual of $20 million related to potential environmental liabilities that is recorded in Other accounts payable and accrued expenses and Other liabilities in the unaudited Interim Consolidated Balance Sheet. This estimate covered potential liabilities primarily related to underground storage tanks and remediation of environmental conditions involving our former drugstore locations. We continue to assess required remediation and the adequacy of environmental reserves as new information becomes available and known conditions are further delineated. If we were to incur losses at the estimated amount, we do not believe that such losses would have a material effect on our financial condition, results of operations, liquidity or capital resources. |
Basis of Presentation and Con_2
Basis of Presentation and Consolidation (Policies) | 6 Months Ended |
Aug. 01, 2020 | |
Basis of Presentation and Consolidation [Abstract] | |
Consolidation, Policy | Basis of Presentation J. C. Penney Company, Inc. is a holding company whose principal operating subsidiary is J. C. Penney Corporation, Inc. (JCP). JCP was incorporated in Delaware in 1924, and J. C. Penney Company, Inc. was incorporated in Delaware in 2002, when the holding company structure was implemented. The holding company has no independent assets or operations, and no direct subsidiaries other than JCP. The holding company and its consolidated subsidiaries, including JCP, are collectively referred to in this quarterly report as “we,” “us,” “our,” “ourselves” or the “Company,” unless otherwise indicated. J. C. Penney Company, Inc. is a co-obligor (or guarantor, as appropriate) regarding the payment of principal and interest on JCP’s outstanding debt securities. The guarantee of certain of JCP’s outstanding debt securities by J. C. Penney Company, Inc. is full and unconditional. These unaudited interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and in accordance with the rules and regulations of the Securities and Exchange Commission (SEC). The accompanying unaudited interim Consolidated Financial Statements, in our opinion, include all material adjustments necessary for a fair presentation and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended February 1, 2020 (2019 Form 10-K). We follow the same accounting policies to prepare quarterly financial statements as are followed in preparing annual financial statements. A description of such significant accounting policies is included in the 2019 Form 10-K. The February 1, 2020, financial information was derived from the audited Consolidated Financial Statements, with related footnotes, included in the 2019 Form 10-K. Because of the seasonal nature of the retail business, operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. As discussed further in Note 2, on May 15, 2020 (the "Petition Date"), the Company and certain of its subsidiaries (collectively, the "Debtors") commenced voluntary cases (the "Chapter 11 Cases") under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). The Company considered impacts related to the Chapter 11 Cases and the COVID-19 pandemic (see Note 3) to its use of any estimates, as appropriate, within its unaudited interim Consolidated Financial Statements. Such estimates and assumptions are subject to inherent uncertainties, which may result in actual amounts differing from reported amounts. |
Fiscal Period, Policy | Fiscal Year Our fiscal year ends on the Saturday closest to January 31. As used herein, “three months ended August 1, 2020” and “second quarter of 2020” refer to the 13-week period ended August 1, 2020, and “three months ended August 3, 2019” and “second quarter of 2019” refer to the 13-week period ended August 3, 2019. "Six months ended August 1, 2020" and "six months ended August 3, 2019" refer to the 26-week periods ended August 1, 2020 and August 3, 2019, respectively. Fiscal years 2020 and 2019 contain 52 weeks. |
Reclassification, Policy | Certain reclassifications were made to prior period amounts to conform to the current period presentation. |
Ability to Continue as a Going Concern | Ability to Continue as a Going Concern The unaudited interim Consolidated Financial Statements included in this Quarterly Report on Form 10-Q have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to significant uncertainty. While operating as a debtor-in-possession pursuant to the Bankruptcy Code, we may sell, or otherwise dispose of or liquidate, assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business, for amounts other than those reflected in the accompanying unaudited interim Consolidated Financial Statements. Further, a Chapter 11 plan of reorganization is likely to materially change the amounts and classifications of assets and liabilities reported in our unaudited interim Consolidated Balance Sheet as of August 1, 2020. In addition, the COVID-19 pandemic (see Note 3) has, and continues to have, a material impact on the Company’s business operations, financial position, liquidity, capital resources and results of operations. The risks and uncertainties surrounding the Chapter 11 Cases and the COVID-19 pandemic, the defaults under our debt agreements |
Basis of Presentation and Con_3
Basis of Presentation and Consolidation (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Basis of Presentation and Consolidation [Abstract] | |
Schedule of restricted cash | Restricted Cash Amounts included in restricted cash represent those required to be set aside by a contractual agreement or requirements of the Bankruptcy Court. Amounts included in restricted cash include: (In Millions) August 1, 2020 DIP financing funded to escrow pending resolution of contingencies (see Note 9) $ 225 Cash collateral in escrow under the requirements of the 2017 Revolving Credit Facility 156 Cash deposited into escrow to pay bankruptcy professional fees upon emergence 52 Other 19 Total restricted cash $ 452 |
Reorganizations (Tables)
Reorganizations (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Reorganizations [Abstract] | |
Schedule of Liabilities Subject to Compromise | (In millions) August 1, 2020 Debt (1) $ 3,289 Operating leases 942 Merchandise accounts payable 503 Other accounts payable and accrued expenses 167 Other liabilities 115 Accrued interest 34 Total liabilities subject to compromise $ 5,050 (1) Please see Note 9 for details of the pre-petition debt reported as liabilities subject to compromise. |
Schedule of Reorganization Items, Net | Reorganization items, net represent amounts incurred after the Petition Date as a direct result of the Chapter 11 Cases and are comprised of the following for the quarter ended August 1, 2020: Three Months (In millions) August 1, 2020 Advisor fees $ 64 Debtor-in-possession financing fees 50 Write-off of pre-petition unamortized debt issuance costs 33 Employee retention 21 Gains on lease termination (66) Other 6 Total reorganization items, net (1) $ 108 (1) Cash paid for reorganization items, net for the three months ended August 1, 2020, was $79 million, which includes $2 million in prepaid expenses and the $50 million for DIP financing fees. |
Schedule of Store Asset Related Charges / Gains | Three Months Ended Six Months Ended (In millions) August 1, 2020 August 1, 2020 Statement of Operations Line Item Impairments of long-lived assets (see note 13) $ 26 $ 75 Restructuring and management transition Impairments of operating lease assets (see note 13) 2 50 Restructuring and management transition Write off of closed store assets 1 1 Restructuring and management transition Accelerated amortization of operating lease assets (see note 11) 11 11 SG&A Accelerated depreciation of long-lived assets (1) 28 28 Depreciation and amortization Gain on remeasurement of operating lease assets and operating lease liabilities (see notes 11 and 13) (20) (20) Restructuring and management transition Gain on store lease terminations from rejection of leases (see note 11) (61) (61) Reorganization items, net Gain on sale of closing store fixtures (1) (1) Restructuring and management transition Total $ (14) $ 83 (1) Represents the incremental depreciation expense recorded during the respective period due to the reduced estimated useful life of the underlying long-lived assets |
Earnings_(Loss) per Share (Tabl
Earnings/(Loss) per Share (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Earnings Per Share [Abstract] | |
Earnings/(Loss) per Share | Net income/(loss) and shares used to compute basic and diluted earnings/(loss) per share (EPS) are reconciled below: Three Months Ended Six Months Ended (In millions, except per share data) August 1, August 3, August 1, August 3, Earnings/(loss) Net income/(loss) $ (398) $ (48) $ (944) $ (202) Shares Weighted average common shares outstanding (basic shares) 324.6 319.4 324.2 318.6 Adjustment for assumed dilution: Stock options and restricted stock awards — — — — Weighted average shares assuming dilution (diluted shares) 324.6 319.4 324.2 318.6 EPS Basic $ (1.23) $ (0.15) $ (2.91) $ (0.63) Diluted $ (1.23) $ (0.15) $ (2.91) $ (0.63) |
Antidilutive common stock | The following average potential shares of common stock were excluded from the diluted EPS calculation because their effect would have been anti-dilutive: Three Months Ended Six Months Ended (Shares in millions) August 1, August 3, August 1, August 3, Stock options and restricted stock awards 9.9 24.7 15.1 23.6 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Disaggregation of Revenue [Line Items] | |
Disaggregation of Revenue [Table Text Block] | The following table provides the components of Net sales for the three and six months ended August 1, 2020 and August 3, 2019: Three Months Ended Six Months Ended ($ in millions) August 1, 2020 August 3, 2019 August 1, 2020 August 3, 2019 Women’s apparel $ 271 19 % $ 558 22 % $ 487 19 % $ 1,073 21 % Men’s apparel and accessories 289 21 % 537 21 % 502 20 % 1,015 21 % Women’s accessories, including Sephora 219 16 % 401 16 % 389 16 % 778 16 % Home 172 12 % 246 10 % 317 13 % 551 11 % Footwear and handbags 147 11 % 272 11 % 264 11 % 528 11 % Kid’s, including toys 108 8 % 216 9 % 193 8 % 416 8 % Jewelry 90 6 % 124 5 % 165 7 % 262 5 % Services and other 94 7 % 155 6 % 155 6 % 325 7 % Total net sales $ 1,390 100 % $ 2,509 100 % $ 2,472 100 % $ 4,948 100 % |
Revenue Contract with Customer
Revenue Contract with Customer Liability (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Liability [Table Text Block] | The liabilities are included in other accounts payable and accrued expenses in the unaudited Interim Consolidated Balance Sheets and were as follows: (in millions) August 1, 2020 August 3, 2019 February 1, 2020 Gift cards $ 109 $ 114 $ 136 Loyalty rewards 62 63 58 Total contract liability $ 171 $ 177 $ 194 |
Change in Contract with Customer, Liability Rollforward [Table Text Block] | A rollforward of the amounts included in contract liability for the first six months of 2020 and 2019 are as follows: (in millions) 2020 2019 Beginning balance $ 194 $ 200 Current period gift cards sold and loyalty reward points earned 73 173 Net sales from amounts included in contract liability opening balances (42) (56) Net sales from current period usage (54) (140) Ending balance $ 171 $ 177 |
Derivative Financial Instrument
Derivative Financial Instruments (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | Information regarding the gross amounts of our derivative instruments in the unaudited interim Consolidated Balance Sheets is as follows: Asset Derivatives at Fair Value Liability Derivatives at Fair Value ($ in millions) Balance Sheet Location August 1, 2020 (1) August 3, 2019 (1) February 1, 2020 (1) Balance Sheet Location August 1, 2020 (1) August 3, 2019 (1) February 1, 2020 (1) Interest rate swaps Prepaid expenses and other $ — $ 1 $ — Other accounts payable and accrued expenses $ 77 $ — $ — Interest rate swaps Other assets — — — Other liabilities — 48 58 Total derivatives $ — $ 1 $ — $ 77 $ 48 $ 58 (1) |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Not Carried at Fair Value, Carrying Value and Fair Value | Carrying values and fair values of financial instruments that are not carried at fair value in the unaudited Interim Consolidated Balance Sheets are as follows: August 1, 2020 August 3, 2019 February 1, 2020 ($ in millions) Carrying Fair Carrying Fair Carrying Fair Total debt, excluding unamortized debt issuance costs $ 5,393 $ 2,721 $ 3,829 $ 2,373 $ 3,758 $ 2,464 |
Long-Term Debt Long-Term Debt (
Long-Term Debt Long-Term Debt (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | ($ in millions) August 1, 2020 August 3, 2019 February 1, 2020 DIP Credit Agreement due November 2020 $ 900 $ — $ — Pre-petition debt - classified as a current liability 2017 Credit Facility (Matures 2022) 1,204 — — Pre-petition debt subject to compromise (1) 8.125% Senior Notes Due 2019 — 50 — 5.65% Senior Notes Due 2020 105 105 105 2016 Term Loan Facility (Matures in 2023) 1,102 1,561 1,540 5.875% Senior Secured Notes Due 2023 469 500 500 7.125% Debentures Due 2023 10 10 10 8.625% Senior Secured Second Priority Notes Due 2025 400 400 400 6.9% Notes Due 2026 2 2 2 6.375% Senior Notes Due 2036 388 388 388 7.4% Debentures Due 2037 313 313 313 7.625% Notes Due 2097 500 500 500 Total debt subject to compromise 3,289 — — Total debt $ 5,393 3,829 3,758 Less: unamortized debt issuance costs (43) (37) Less: current portion (197) (147) Total long-term debt $ 3,589 $ 3,574 (1) Liabilities subject to compromise must be reported at the amounts expected to be allowed claims by the Bankruptcy Court. The carrying value of the debt will be adjusted as claims are approved. As of August 1, 2020, we have written off unamortized debt issuances costs of $33 million to present the debt at the face value outstanding. The expense related to this write off is recorded within Reorganization items, net in the unaudited interim Consolidated Statement of Operations. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended | |
Aug. 01, 2020 | Aug. 03, 2019 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | The following tables show the changes in accumulated other comprehensive income/(loss) balances for the six months ended August 1, 2020, and August 3, 2019: (In millions) Net Actuarial Prior Service Foreign Currency Translation Gain/(Loss) on Cash Flow Hedges Accumulated February 1, 2020 $ (310) $ (12) $ (1) $ (64) $ (387) Discontinuance of hedge accounting (1) — — — 64 64 Other comprehensive income/(loss) before reclassifications (41) 4 — — (37) Amounts reclassified from accumulated other comprehensive income/(loss) — 3 (1) — 2 August 1, 2020 $ (351) $ (5) $ (2) $ — $ (358) (1) Includes a $58 million charge reclassified to earnings and included in Discontinuance of hedge accounting and a $6 million charge reclassified to Income tax expense, both recorded during the first quarter of 2020. | (In millions) Net Actuarial Prior Service Foreign Currency Translation Gain/(Loss) on Cash Flow Hedges Accumulated February 2, 2019 $ (290) $ (22) $ (1) $ (15) $ (328) ASU 2018-02 (Stranded Taxes) adoption 46 3 — 4 53 Other comprehensive income/(loss) before reclassifications — — — (39) (39) Amounts reclassified from accumulated other comprehensive income/(loss) — 4 — (4) — August 3, 2019 $ (244) $ (15) $ (1) $ (54) $ (314) |
Retirement Benefit Plans (Table
Retirement Benefit Plans (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Retirement Benefit Plans [Abstract] | |
Schedule of Pension Plan Expense/(Income) | The components of net periodic pension expense/(income) for our non-contributory qualified defined benefit pension plan and supplemental pension plans were as follows: Three Months Ended Six Months Ended ($ in millions) August 1, August 3, August 1, August 3, Service cost $ 8 $ 7 $ 16 $ 14 Other components of net periodic pension cost/(income): Interest cost 26 33 52 66 Expected return on plan assets (51) (48) (101) (96) Amortization of prior service cost 2 2 3 4 Amortization of net loss 1 — 1 — Curtailment loss recognized 5 — 5 — Special termination benefit cost recognized 94 — 94 — 77 (13) 54 (26) Net periodic pension expense/(income) $ 85 $ (6) $ 70 $ (12) |
Restructuring and Management _2
Restructuring and Management Transition Charges (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Restructuring Reserve [Abstract] | |
Composition of Restructuring and Management Transition Charges | The composition of restructuring and management transition charges was as follows: Three Months Ended Six Months Ended Cumulative ($ in millions) August 1, August 3, August 1, August 3, Home office and stores $ 67 $ 4 $ 222 $ 23 $ 751 Management transition — 3 — 4 269 Other — — — — 186 Total $ 67 $ 7 $ 222 $ 27 $ 1,206 |
Restructuring and Management Transition Charges | Activity for the restructuring and management transition liability for the six months ended August 1, 2020 was as follows: ($ in millions) Home Office Management Total February 1, 2020 $ 6 $ 2 $ 8 Charges 59 — 59 Cash payments (34) (1) (35) Move to liabilities subject to compromise (2) — (2) August 1, 2020 $ 29 $ 1 $ 30 |
Basis of Presentation and Con_4
Basis of Presentation and Consolidation (Details) - USD ($) $ in Millions | Aug. 01, 2020 | Aug. 01, 2020 | Feb. 01, 2020 | Aug. 03, 2019 |
Entity Information [Line Items] | ||||
State of incorporation | DE | |||
Basis of Financial Statement Presentation in Chapter 11 | Bankruptcy AccountingThe unaudited interim Consolidated Financial Statements included herein have been prepared as if we are a going concern and in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic No. 852 – Reorganizations (ASC 852). As a result, we have segregated liabilities and obligations whose treatment and satisfaction are dependent on the outcome of the Chapter 11 Cases and have classified these items as Liabilities Subject to Compromise on our unaudited interim Consolidated Balance Sheets. In addition, we have classified all income, expenses, gains or losses that were incurred or realized as a direct result of the Chapter 11 Cases since filing as Reorganization items in our unaudited interim Consolidated Statement of Operations. Certain subsidiary entities are not debtors under the Chapter 11 Cases. However, condensed combined financial statements of the Debtors are not presented in the notes to the unaudited interim Consolidated Financial Statements as the assets and liabilities, operating results and cash flows of the non-debtor entities included in the unaudited interim Consolidated Financial Statements are insignificant and, therefore, the unaudited interim Consolidated Financial Statements presented herein materially represent the condensed combined financial statements of the debtor entities for all periods presented. As of August 1, 2020, total assets, total liabilities and net income of the non-debtor entities represents 0.6%, 0.2%, and (0.8)% of total consolidated assets, liabilities and net income, respectively. As of August 1, 2020, the non-debtor entities have intercompany receivables and intercompany payables from/to the debtor entities of $17.6 million and $0.0 million, respectively. | |||
Debtor in Possession funding escrow | $ 225 | $ 225 | ||
Cash Collateral in Escrow | 156 | 156 | ||
Cash Deposit into Escrow for professional fees | 52 | 52 | ||
Other Restricted Cash | 19 | 19 | ||
Restricted Cash | $ 452 | 452 | $ 0 | $ 0 |
Non-debtor assets, percentage of total assets | 0.60% | |||
Non-debtor liabilities, percentage of total liabilities | 0.20% | |||
Non-debtor Net income, percentage of total net income (loss) | (0.80%) | |||
Non-debtor intercompany entity receivables from debtor entities | $ 17.6 | 17.6 | ||
Non-debtor entity intercompany payables to debtor entities | $ 0 | $ 0 | ||
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 |
Reorganizations (Details)
Reorganizations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | Jun. 07, 2020 | May 15, 2020 | Feb. 01, 2020 | |
Reorganizations [Abstract] | |||||||
Debt (1) | $ 3,289 | ||||||
Operating leases | 942 | ||||||
Merchandise accounts payable | 503 | ||||||
Other accounts payable and accrued expenses | $ 167 | 167 | |||||
Other liabilities | 115 | ||||||
Accrued interest | 34 | ||||||
Total liabilities subject to compromise | 5,050 | $ 0 | 5,050 | $ 0 | $ 0 | ||
Advisor fees | 64 | ||||||
Debtor-in-possession financing fees | 50 | 50 | 0 | ||||
Write-off of pre-petition unamortized debt issuance costs | 33 | 33 | |||||
Employee retention | 21 | ||||||
Gains on lease termination | (66) | ||||||
Other | 6 | ||||||
Total reorganization items, net (1) | 108 | 0 | 108 | 0 | |||
Store Asset Related Charges / Gains Impairments of long lived assets | 26 | 75 | |||||
Store Asset Related Charges / Gains Impairment of operating lease assets | 2 | 50 | |||||
Store Asset Related Charges / Gains Write off of Closed Store Assets | 1 | 1 | |||||
Store Asset Related Charges / Gains Accelorated Amortization of Operating Lease Assets | 11 | 11 | |||||
Store Asset Related Charges / Gains Accelorated Depreciation of Long Lived Assets | 28 | 28 | |||||
Store Asset Related Charges / Gains Gain on Remeasurement of Operating Lease Liabilities and Operating Lease Assets | (20) | (20) | |||||
Store Asset Related Charges / Gains on Lease Terminations from Rejection of Leases | (61) | (61) | |||||
Store Asset Related Charges / Gain on Sale of Closing Store Fixtures | (1) | (1) | |||||
Store Asset Related Charges / Gains Total | (14) | 83 | |||||
Fresh-Start Adjustment [Line Items] | |||||||
Reorganization items, net | 108 | 0 | 108 | 0 | |||
Debtor-In-Possession Items, Prepaid Expenses | 2 | ||||||
Percentage Of First Lien Debt Held | 70.00% | ||||||
Percentage of Prepetition First Lien Debt | 93.00% | ||||||
Operating lease assets | 772 | $ 925 | 772 | $ 925 | $ 998 | ||
Cash Paid For Reorganization Items | 79 | ||||||
Facility Closing [Member] | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Operating lease assets | 50 | 50 | |||||
Operating Lease, Liability | 79 | 79 | |||||
Senior Notes [Member] | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Debtor-in-possession financing | $ 450 | $ 450 |
Global COVID-19 Pandemic (Detai
Global COVID-19 Pandemic (Details) - store | Oct. 31, 2020 | Aug. 31, 2020 | Aug. 01, 2020 | Jun. 30, 2020 | May 31, 2020 | Apr. 30, 2020 | Mar. 19, 2020 |
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Number of associates furloghed - COVID 19 | 80,000 | ||||||
Number of stores reopened - COVID 19 | 366 | 464 | 11 | ||||
Number of stores closed - COVID 19 | 7 | ||||||
Number of stores in the process of closing - COVID 19 | 146 | ||||||
Subsequent Event [Member] | |||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Number of associates furloghed - COVID 19 | 18,000 | ||||||
Forecast [Member] | |||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||
Number of stores expected to close - COVID 19 | 153 |
Effect of New Accounting Stan_2
Effect of New Accounting Standards (Details) | 6 Months Ended |
Aug. 01, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description of New Accounting Pronouncements Not yet Adopted | In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting,” which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. These amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. ASU No. 2020-04 is effective as of March 12, 2020, through December 31, 2022, and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. We do not anticipate a material impact from the adoption of this new standard. |
New Accounting Pronouncement, Early Adoption | In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. This standard will be effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020; however, early adoption is permitted. We have adopted this new standard beginning February 2, 2020, and the adoption did not have a material impact on the unaudited Interim Consolidated Financial Statements. |
Earnings_(Loss) per Share (Deta
Earnings/(Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Aug. 01, 2020 | May 02, 2020 | Aug. 03, 2019 | May 04, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Earnings Per Share [Abstract] | ||||||
Net Income (Loss) Attributable to Parent | $ (398) | $ (546) | $ (48) | $ (154) | $ (944) | $ (202) |
Weighted Average Number of Shares Outstanding, Basic | 324,600 | 319,400 | 324,200 | 318,600 | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 0 | 0 | 0 | ||
Weighted Average Number of Shares Outstanding, Diluted, Total | 324,600 | 319,400 | 324,200 | 318,600 | ||
Basic (in dollars per share) | $ (1.23) | $ (0.15) | $ (2.91) | $ (0.63) | ||
Diluted (in dollars per share) | $ (1.23) | $ (0.15) | $ (2.91) | $ (0.63) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,900 | 24,700 | 15,100 | 23,600 | ||
Document Period End Date | Aug. 1, 2020 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 1,390 | $ 2,509 | $ 2,472 | $ 4,948 |
Document Period End Date | Aug. 1, 2020 | |||
Women's apparel [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 271 | $ 558 | $ 487 | $ 1,073 |
Percent of Total Net Sales | 19.00% | 22.00% | 19.00% | 21.00% |
Men's apparel and accessories [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 289 | $ 537 | $ 502 | $ 1,015 |
Percent of Total Net Sales | 21.00% | 21.00% | 20.00% | 21.00% |
Women's accessories, including Sephora [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 219 | $ 401 | $ 389 | $ 778 |
Percent of Total Net Sales | 16.00% | 16.00% | 16.00% | 16.00% |
Home [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 172 | $ 246 | $ 317 | $ 551 |
Percent of Total Net Sales | 12.00% | 10.00% | 13.00% | 11.00% |
Footwear and handbags [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 147 | $ 272 | $ 264 | $ 528 |
Percent of Total Net Sales | 11.00% | 11.00% | 11.00% | 11.00% |
Kid's, including toys [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 108 | $ 216 | $ 193 | $ 416 |
Percent of Total Net Sales | 8.00% | 9.00% | 8.00% | 8.00% |
Jewelry [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 90 | $ 124 | $ 165 | $ 262 |
Percent of Total Net Sales | 6.00% | 5.00% | 7.00% | 5.00% |
Services and other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 94 | $ 155 | $ 155 | $ 325 |
Percent of Total Net Sales | 7.00% | 6.00% | 6.00% | 7.00% |
Total [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 1,390 | $ 2,509 | $ 2,472 | |
Percent of Total Net Sales | 100.00% | 100.00% | 100.00% | 100.00% |
Revenue Contract with Custome_2
Revenue Contract with Customer Liability (Details) - USD ($) $ in Millions | 6 Months Ended | |
Aug. 01, 2020 | Aug. 03, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with Customer, Liability | $ 171 | $ 177 |
Contract with Customer Liability [Roll Forward] | ||
Beginning Balance | 194 | 200 |
Current period gift cards sold and loyalty reward points earned | 73 | 173 |
Net sales from amounts included in contract liability opening balances | (42) | (56) |
Net sales from current period usage | (54) | (140) |
Ending Balance | 171 | 177 |
Gift Cards [Member] | ||
Revenue from Contract with Customer [Abstract] | ||
Contract with Customer, Liability | 136 | 114 |
Contract with Customer Liability [Roll Forward] | ||
Beginning Balance | 136 | |
Ending Balance | 109 | 114 |
Loyalty Rewards [Member] | ||
Revenue from Contract with Customer [Abstract] | ||
Contract with Customer, Liability | 58 | 63 |
Contract with Customer Liability [Roll Forward] | ||
Beginning Balance | 58 | |
Ending Balance | 62 | 63 |
Total [Member] | ||
Revenue from Contract with Customer [Abstract] | ||
Contract with Customer, Liability | 194 | 177 |
Contract with Customer Liability [Roll Forward] | ||
Beginning Balance | 194 | |
Ending Balance | $ 171 | $ 177 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Aug. 01, 2020 | May 02, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | May 07, 2020 | Feb. 01, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Discussion of Objectives for Using Interest Rate Derivative Instruments | We use derivative financial instruments for hedging and non-trading purposes to manage our exposure to changes in interest rates. | ||||||
Description of Location of Interest Rate Cash Flow Hedge Derivative on Balance Sheet | The fair value of our interest rate swaps (see Note 8) are recorded in the unaudited interim Consolidated Balance Sheets as an asset or a liability based upon its change in fair values from its effective date. | ||||||
Description of Reclassification of Interest Rate Cash Flow Hedge Gain (Loss) | Amounts in AOCI are reclassified into net income/(loss) when the related interest payments affect earnings. | ||||||
Description of Interest Rate Derivative Activities | We are party to interest rate swap agreements dated May 7, 2015, 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%, matured on May 7, 2020, and were designated as cash flow hedges at the inception of the contracts. On September 4, 2018, we entered into additional forward interest rate swap agreements with notional amounts totaling $750 million to fix a portion of our variable LIBOR-based interest payments. The forward interest rate swap agreements have a weighted-average fixed rate of 3.135%, have an effective date from May 7, 2020, to May 7, 2025, and were designated as cash flow hedges at the inception of the contracts. | ||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 0 | $ 1 | $ 0 | $ 1 | $ 0 | ||
Interest Rate Cash Flow Hedge Liability at Fair Value | 77 | 48 | 77 | 48 | 58 | ||
Gain (Loss) on Discontinuation of Interest Rate Cash Flow Hedge Due to Forecasted Transaction Probable of Not Occurring, Net | $ 0 | $ 77 | 0 | 77 | 0 | ||
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion | $ 58 | ||||||
Interest rate swap agreement matured May 7, 2020 [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Description of Interest Rate Derivative Activities | 2.04 | ||||||
Derivative, Notional Amount | $ 1,250 | ||||||
Interest rate swap agreement September 4, 2018 [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Description of Interest Rate Derivative Activities | 3.135 | ||||||
Derivative, Notional Amount | $ 750 | ||||||
Interest Rate Swap [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Interest Rate Fair Value Hedge Derivative at Fair Value, Net | $ 77 | ||||||
Prepaid Expenses and Other Current Assets [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 0 | 1 | 0 | 1 | 0 | ||
Other Liabilities [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Interest Rate Cash Flow Hedge Liability at Fair Value | 0 | 48 | 0 | 48 | 58 | ||
Other Accounts Payable and Accrued Expenses [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Interest Rate Cash Flow Hedge Liability at Fair Value | 77 | 0 | 77 | 0 | 0 | ||
Other Assets [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value Disclosures (Other F
Fair Value Disclosures (Other Financial Instruments) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Aug. 01, 2020 | May 02, 2020 | May 04, 2019 | Aug. 01, 2020 | Feb. 01, 2020 | Aug. 03, 2019 | |
Fair Value Disclosures [Abstract] | ||||||
Total debt, excluding unamortized debt issuance costs, finance leases and note payable, Fair Value | $ 2,721,000,000 | $ 2,721,000,000 | $ 2,464,000,000 | $ 2,373,000,000 | ||
Total debt, excluding unamortized debt issuance costs, finance leases and note payable, carrying amount | 5,393,000,000 | 5,393,000,000 | 3,758,000,000 | 3,829,000,000 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Carrying value of long-lived assets impaired, fair value disclosure | 68,000,000 | $ 162,000,000 | $ 22,000,000 | 68,000,000 | ||
Assets, Fair Value Disclosure | 42,000,000 | 113,000,000 | 8,000,000 | 42,000,000 | ||
Asset Impairment Charges | 28,000,000 | 97,000,000 | 14,000,000 | |||
Carrying value of right-of-use assets impaired, fair value disclosure | 12,000,000 | 140,000,000 | 58,000,000 | 12,000,000 | ||
Right-of-use assets, fair value disclosure | 10,000,000 | 92,000,000 | $ 19,000,000 | 10,000,000 | ||
Fair Value, Concentration of Risk, Investments | 0 | $ 0 | ||||
Indefinite-lived Intangible Assets Acquired | 275,000,000 | |||||
Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure | 233,000,000 | |||||
Document Period End Date | Aug. 1, 2020 | |||||
Long-term debt, outstanding principal | 5,393,000,000 | $ 5,393,000,000 | 3,758,000,000 | 3,829,000,000 | ||
Total debt, excluding unamortized debt issuance costs, finance leases and note payable, Fair Value | 2,721,000,000 | $ 2,721,000,000 | $ 2,464,000,000 | $ 2,373,000,000 | ||
Long-lived Assets | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Asset Impairment Charges | 26,000,000 | 49,000,000 | ||||
Right of Use Lease Assets [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Asset Impairment Charges | $ 2,000,000 | 48,000,000 | ||||
Indefinite-lived Intangible Assets [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Asset Impairment Charges | $ 42,000,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | Jul. 09, 2020 | Jun. 08, 2020 | Jun. 05, 2020 | Aug. 01, 2020 | Aug. 01, 2020 | Aug. 03, 2019 | Feb. 01, 2020 |
Debtor-in-possession financing | $ 900 | $ 900 | $ 0 | $ 0 | |||
2017 Credit Facility (Matures 2022) | 1,204 | 1,204 | 0 | 0 | |||
Liabilities Subject to Compromise, Debt and Accrued Interest | 3,289 | 3,289 | 0 | 0 | |||
Total debt | 5,393 | 5,393 | 3,829 | 3,758 | |||
Less: unamortized debt issuance costs | (43) | (37) | |||||
Long-term Debt, Current Maturities | (1,204) | (1,204) | (197) | (147) | |||
Long-term debt | 0 | 0 | 3,589 | 3,574 | |||
Write-off of pre-petition unamortized debt issuance costs | 33 | 33 | |||||
Contractual interest expense on pre-petition liabilities not recognized in the financial statements | 26 | ||||||
Proceeds from debtor-in-possession financing | 450 | 0 | |||||
Debtor-in-possession financing fees | $ 50 | $ 50 | 0 | ||||
Senior Notes 8.125% due 2019 [Member] | |||||||
Interest rate | 8.125% | 8.125% | |||||
Liabilities Subject to Compromise, Debt and Accrued Interest | $ 0 | $ 0 | |||||
Unsecured Long-term Debt, Noncurrent | 50 | 0 | |||||
Senior Notes 5.65% Due 2020 [Member] | |||||||
Interest rate | 5.65% | 5.65% | |||||
Liabilities Subject to Compromise, Debt and Accrued Interest | $ 105 | $ 105 | |||||
Unsecured Long-term Debt, Noncurrent | 105 | 105 | |||||
2016 Term Loan Facility [Member] | |||||||
Liabilities Subject to Compromise, Debt and Accrued Interest | $ 1,102 | $ 1,102 | |||||
Secured Long-term Debt, Noncurrent | 1,561 | 1,540 | |||||
Senior Secured Notes Five Point Eight Seven Five Percent Due2023 [Member] | |||||||
Interest rate | 5.875% | 5.875% | |||||
Liabilities Subject to Compromise, Debt and Accrued Interest | $ 469 | $ 469 | |||||
Secured Long-term Debt, Noncurrent | 500 | 500 | |||||
Debentures 7.125% Due 2023 [Member] | |||||||
Interest rate | 7.125% | 7.125% | |||||
Liabilities Subject to Compromise, Debt and Accrued Interest | $ 10 | $ 10 | |||||
Unsecured Long-term Debt, Noncurrent | 10 | 10 | |||||
Senior Secured Second Priority Notes 8.625% due 2025 [Member] | |||||||
Interest rate | 8.625% | 8.625% | |||||
Liabilities Subject to Compromise, Debt and Accrued Interest | $ 400 | $ 400 | |||||
Secured Long-term Debt, Noncurrent | 400 | 400 | |||||
Notes 6.9% Due 2026 [Member] | |||||||
Interest rate | 6.90% | 6.90% | |||||
Liabilities Subject to Compromise, Debt and Accrued Interest | $ 2 | $ 2 | |||||
Unsecured Long-term Debt, Noncurrent | 2 | 2 | |||||
Senior Notes 6.375% Due 2036 [Member] | |||||||
Interest rate | 6.375% | 6.375% | |||||
Liabilities Subject to Compromise, Debt and Accrued Interest | $ 388 | $ 388 | |||||
Unsecured Long-term Debt, Noncurrent | 388 | 388 | |||||
Debentures 7.4% Due 2037 [Member] | |||||||
Interest rate | 7.40% | 7.40% | |||||
Liabilities Subject to Compromise, Debt and Accrued Interest | $ 313 | $ 313 | |||||
Unsecured Long-term Debt, Noncurrent | 313 | 313 | |||||
Notes 7.625% Due 2097 [Member] | |||||||
Interest rate | 7.625% | 7.625% | |||||
Liabilities Subject to Compromise, Debt and Accrued Interest | $ 500 | $ 500 | |||||
Unsecured Long-term Debt, Noncurrent | $ 500 | $ 500 | |||||
DIP Credit Agreement [Member] | |||||||
Debtor-in-possession financing | $ 900 | ||||||
Debtor-in-possession financing, new money | 450 | ||||||
Proceeds from debtor-in-possession financing | $ 225 | $ 225 | |||||
Debtor-in-possession financing, amount rolled | $ 225 | $ 225 | 450 | ||||
Debtor-in-possession financing, rolled from term loan | 419 | ||||||
Debtor-in-possession financing, rolled from senior secured notes | 31 | ||||||
Debtor-in-possession financing fees | 50 | ||||||
Debtor-in-possession financing fees, lenders | 45 | ||||||
Debtor-in-possession financing fees, advisors | $ 5 |
Stockholders' Equity (Accumulat
Stockholders' Equity (Accumulated Other Comprehensive Income/ (Loss) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Aug. 01, 2020 | May 02, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | ||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
February 1, 2020 | $ (387,000,000) | $ (387,000,000) | ||||
Discontinuance of hedge accounting (1) | 64,000,000 | |||||
Other comprehensive income/(loss) before reclassifications | [1] | $ 0 | $ 30,000,000 | 0 | $ 43,000,000 | |
August 1, 2020 | (358,000,000) | (314,000,000) | (358,000,000) | (314,000,000) | ||
Discontinuance of hedge accounting charge reclassified to income tax expense | 0 | 0 | ||||
Net Actuarial Gain/(Loss) | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
February 1, 2020 | (310,000,000) | (310,000,000) | (290,000,000) | |||
Discontinuance of hedge accounting (1) | 0 | |||||
Other comprehensive income/(loss) before reclassifications | 41,000,000 | 0 | ||||
Amounts reclassified from accumulated other comprehensive income/(loss) | 0 | 0 | ||||
August 1, 2020 | (351,000,000) | (244,000,000) | (351,000,000) | (244,000,000) | ||
Net Actuarial Gain/(Loss) | Cumulative Effect, Period of Adoption, Adjustment | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
February 1, 2020 | 46,000,000 | |||||
Prior Service Credit/(Cost) | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
February 1, 2020 | (12,000,000) | (12,000,000) | (22,000,000) | |||
Discontinuance of hedge accounting (1) | 0 | |||||
Other comprehensive income/(loss) before reclassifications | (4,000,000) | 0 | ||||
Amounts reclassified from accumulated other comprehensive income/(loss) | (3,000,000) | (4,000,000) | ||||
August 1, 2020 | (5,000,000) | (15,000,000) | (5,000,000) | (15,000,000) | ||
Prior Service Credit/(Cost) | Cumulative Effect, Period of Adoption, Adjustment | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
February 1, 2020 | 3,000,000 | |||||
Foreign Currency Translation | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
February 1, 2020 | (1,000,000) | (1,000,000) | (1,000,000) | |||
Discontinuance of hedge accounting (1) | 0 | |||||
Other comprehensive income/(loss) before reclassifications | 0 | 0 | ||||
Amounts reclassified from accumulated other comprehensive income/(loss) | 0 | |||||
August 1, 2020 | (2,000,000) | (1,000,000) | (2,000,000) | (1,000,000) | ||
Foreign Currency Translation | Cumulative Effect, Period of Adoption, Adjustment | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
February 1, 2020 | 0 | |||||
Gain/(Loss) on Cash Flow Hedges | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
February 1, 2020 | (64,000,000) | (64,000,000) | (15,000,000) | |||
Discontinuance of hedge accounting (1) | 64,000,000 | |||||
Other comprehensive income/(loss) before reclassifications | 0 | 39,000,000 | ||||
Amounts reclassified from accumulated other comprehensive income/(loss) | 0 | 4,000,000 | ||||
August 1, 2020 | 0 | (54,000,000) | 0 | (54,000,000) | ||
Charge reclassified to earnings and included in Discontinuance of hedge accounting | 58,000,000 | |||||
Discontinuance of hedge accounting charge reclassified to income tax expense | 6,000,000 | |||||
Gain/(Loss) on Cash Flow Hedges | Cumulative Effect, Period of Adoption, Adjustment | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
February 1, 2020 | 4,000,000 | |||||
Accumulated Other Comprehensive Income/(Loss) | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
February 1, 2020 | (387,000,000) | (387,000,000) | (328,000,000) | |||
Discontinuance of hedge accounting (1) | $ 64,000,000 | 64,000,000 | ||||
Other comprehensive income/(loss) before reclassifications | 37,000,000 | 39,000,000 | ||||
Amounts reclassified from accumulated other comprehensive income/(loss) | (2,000,000) | 0 | ||||
August 1, 2020 | $ (358,000,000) | $ (314,000,000) | $ (358,000,000) | (314,000,000) | ||
Accumulated Other Comprehensive Income/(Loss) | Cumulative Effect, Period of Adoption, Adjustment | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
February 1, 2020 | $ 53,000,000 | |||||
[1] | Net o f $0 million in |
Leases, Codification Topic 842
Leases, Codification Topic 842 (Details) - USD ($) $ in Millions | May 15, 2020 | Aug. 01, 2020 |
Leases [Abstract] | ||
Operating lease, weighted average discount rate, percent | 22.30% | |
Increase (decrease) in operating assets | $ 95 | $ 46 |
Increase (decrease) in operating liabilities | 115 | 112 |
Gain (loss) on remeasurement of operating lease assets, net | $ 20 | 66 |
Operating lease, right-of-use asset, amortization expense | $ 11 |
Retirement Benefit Plans (Net P
Retirement Benefit Plans (Net Periodic Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | ||
Retirement Benefits [Abstract] | |||||
Service cost | $ 8 | $ 7 | $ 16 | $ 14 | |
Interest cost | 26 | 33 | 52 | 66 | |
Expected return on plan assets | (51) | (48) | (101) | (96) | |
Amortization of prior service cost | [1] | 2 | 2 | 3 | 4 |
Amortization of net loss | 1 | 0 | 1 | 0 | |
Curtailment loss recognized | 5 | 0 | 5 | 0 | |
Special termination benefit cost recognized | 94 | 0 | 94 | 0 | |
Other components of net periodic pension cost/(income) | 77 | (13) | 54 | (26) | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Total | $ 85 | $ (6) | $ 70 | $ (12) | |
[1] | Net of $0 million of tax in each of the three and six months ended August 1, 2020, and August 3, 2019. Pre-tax amounts of $2 million and $2 million in the three months ended August 1, 2020, and August 3, 2019, respectively, were recognized in Other component s of net periodic pension cost/(income) in the unaudited interim Consolidated Statements of Operations. Additionally, pre-tax amounts of $3 million and $4 million in the six months ended August 1, 2020, and August 3, 2019, were recognized in Other components of net periodic pension cost/(income) in the unaudited interim Consolidated Statements of Operations. |
Retirement Benefit Plans (Defin
Retirement Benefit Plans (Defined Contribution Plans) (Details) $ in Millions | May 29, 2020store | Aug. 01, 2020USD ($) | Aug. 03, 2019USD ($) | Aug. 01, 2020USD ($) | Aug. 03, 2019USD ($) | Apr. 30, 2020employee | Feb. 01, 2020 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Curtailment loss recognized | $ 5 | $ 0 | $ 5 | $ 0 | |||
VERP | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Number of associates | employee | 4,300 | ||||||
Number of associates accepted | store | 2,600 | ||||||
Total charge | $ 94 | ||||||
Discount rate | 3.08% | 3.08% | 2.64% | ||||
Primary Pension Plan | VERP | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Total charge | $ 85 | ||||||
Curtailment loss recognized | $ 4 | ||||||
Benefit obligation period increase (decrease) | 117 | ||||||
Benefit plan assets period increase (decrease) | $ 74 | ||||||
Defined benefit plan, funded percentage | 101.00% | 101.00% | |||||
Supplemental Pension Plan | VERP | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Total charge | $ 9 | ||||||
Curtailment loss recognized | $ 1 | ||||||
Benefit obligation period increase (decrease) | (0.4) | ||||||
Other Benefit Plans | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Liability, Defined Benefit Plan | $ 165 | $ 165 |
Restructuring and Management _3
Restructuring and Management Transition - Narrative (Details) $ in Millions | 3 Months Ended | ||
Aug. 01, 2020USD ($)store | May 02, 2020USD ($) | May 04, 2019USD ($)store | |
Restructuring Cost and Reserve [Line Items] | |||
Number Of Associates Impacted | store | 7,700 | ||
Severance Costs | $ 28 | $ 1 | |
Number of full-line stores finalized plans to close | store | 18 | ||
Number of ancillary stores finalized plans to close | store | 9 | ||
Asset Impairment Charges | 28 | $ 97 | $ 14 |
Advisory fees | 8 | 16 | |
Gain on remeasurement of operating leases | 20 | ||
Intangible Assets | |||
Restructuring Cost and Reserve [Line Items] | |||
Asset Impairment Charges | 42 | ||
Tangible Assets | |||
Restructuring Cost and Reserve [Line Items] | |||
Asset Impairment Charges | 28 | 97 | |
Long-lived Assets | |||
Restructuring Cost and Reserve [Line Items] | |||
Asset Impairment Charges | 26 | 49 | |
Lease write off | 16 | ||
Right to Use Assets | |||
Restructuring Cost and Reserve [Line Items] | |||
Asset Impairment Charges | $ 2 | $ 48 |
Restructuring and Management _4
Restructuring and Management Transition Cumulative Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Home Office And Stores [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges | $ 67 | $ 4 | $ 222 | $ 23 |
Cumulative Amount | 751 | 751 | ||
Management Transition [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges | 0 | 3 | 0 | 4 |
Cumulative Amount | 269 | 269 | ||
Other Restructuring And Management Transition [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges | 0 | 0 | 0 | 0 |
Cumulative Amount | 186 | 186 | ||
Total [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges | 67 | $ 7 | 222 | $ 27 |
Cumulative Amount | $ 1,206 | $ 1,206 |
Restructuring and Management _5
Restructuring and Management Transition Charges (Liability Activity) (Details) $ in Millions | 6 Months Ended |
Aug. 01, 2020USD ($) | |
Home Office And Stores [Member] | |
Restructuring Reserve [Roll Forward] | |
February 1, 2020 | $ 6 |
Charges | 59 |
Cash payments | (34) |
Move to liabilities subject to compromise | (2) |
August 1, 2020 | 29 |
Management Transition [Member] | |
Restructuring Reserve [Roll Forward] | |
February 1, 2020 | 2 |
Charges | 0 |
Cash payments | (1) |
Move to liabilities subject to compromise | 0 |
August 1, 2020 | 1 |
Total [Member] | |
Restructuring Reserve [Roll Forward] | |
February 1, 2020 | 8 |
Charges | 59 |
Cash payments | (35) |
Move to liabilities subject to compromise | (2) |
August 1, 2020 | $ 30 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Income Tax Contingency [Line Items] | ||||
Income tax expense/(benefit) | $ 7,000,000 | $ (5,000,000) | $ 67,000,000 | $ (6,000,000) |
Income tax benefit due to release of valuation allowance | 9,000,000 | 65,000,000 | ||
Deferred State and Local Income Tax Expense (Benefit) | 3,000,000 | |||
Net operating loss carryforwards | 2,500,000,000 | 2,500,000,000 | ||
Federal unused interest deductions that do not expire subject to interest limitation | 383,000,000 | 383,000,000 | ||
Deferred Tax Asset, Interest Carryforward | 389,000,000 | 389,000,000 | ||
Tax credit carryforwards | 76,000,000 | $ 76,000,000 | ||
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. | |||
Increase to tax valuation allowance for deferred tax assets | 112,000,000 | |||
Federal, State And Foreign | ||||
Income Tax Contingency [Line Items] | ||||
State and foreign tax expenses | (1,000,000) | $ (1,000,000) | ||
Amortization of certain indefinite lived intangible assets | ||||
Income Tax Contingency [Line Items] | ||||
State and foreign tax expenses | (1,000,000) | (2,000,000) | ||
Federal tax authority | ||||
Income Tax Contingency [Line Items] | ||||
Valuation allowance | 786,000,000 | 786,000,000 | ||
State Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Valuation allowance | $ 268,000,000 | $ 268,000,000 |
Litigation, Other Contingencies
Litigation, Other Contingencies and Guarantees (Narrative) (Details) $ in Millions | Aug. 01, 2020USD ($) |
Litigation, Other Contingencies and Guarantees | |
Recorded best estimate environmental liabilities | $ 20 |