jcpenney8kmay1509.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 15, 2009
J.
C. PENNEY COMPANY, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation )
|
1-15274
(Commission
File No.)
|
26-0037077
(IRS
Employer
Identification
No.)
|
|
6501
Legacy Drive
Plano,
Texas
(Address
of principal executive offices)
|
75024-3698
(Zip
code)
|
Registrant's
telephone number, including area code: (972)
431-1000
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02
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Results
of Operations and Financial
Condition.
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J.
C. Penney Company, Inc. (the “Company”) issued an earnings press release on May
15, 2009, announcing its first quarter results of operations and financial
condition. This information is attached as Exhibit 99.1.
The
press release provides certain information regarding free cash flow and
operating income excluding the impact of non-cash qualified pension plan expense
(credit), both of which may be considered non-GAAP financial measures under the
rules of the Securities and Exchange Commission. The press release includes a
reconciliation of each such non-GAAP financial measure to the most directly
comparable financial measure calculated and presented in accordance with
GAAP.
We define free cash flow as net cash
provided by operating activities of continuing operations less capital
expenditures and dividends paid, plus proceeds from sale of assets. We believe
that free cash flow is a relevant indicator of our ability to repay maturing
debt, revise our dividend policy or fund other uses of capital that we believe
will enhance stockholder value. Free cash flow is limited and does not represent
remaining cash flows available for discretionary expenditures due to the fact
that the measure does not deduct the payments required for debt maturities and
other obligations or payments made for business acquisitions.
We
believe that the presentation of operating income excluding the impact of
non-cash pension plan expense, which our management uses to assess our operating
results, is useful in order to better understand the operating performance of
our core business, provide enhanced visibility in our selling, general and
administrative expense structure and to facilitate the comparison of our results
to the results of our peer companies. Unlike our primary operating
expenses, pension expense is determined using numerous complex assumptions about
changes in pension assets and liabilities that are subject to factors, such as
market volatility, that are beyond our control. We believe it is useful to
investors to understand the impact of the non-cash qualified pension expense to
our results of operations through better year-over-year
comparisons.
We
believe it is important to view each of these non-GAAP financial measures in
addition to, rather than as a substitute for, the GAAP measures of cash flows
from operating activities and operating income, respectively.
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Item
9.01
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Financial
Statements and Exhibits.
|
|
(d)
|
Exhibit
99.1
|
J.
C. Penney Company, Inc. News Release issued May 15,
2009
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
J. C. PENNEY COMPANY, INC. |
|
| |
|
|
|
|
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By:
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/s/
Robert B. Cavanaugh |
|
| |
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Robert
B. Cavanaugh |
|
| |
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Executive
Vice President and |
|
| |
|
Chief
Financial Officer |
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Date: May
15, 2009
EXHIBIT
INDEX
Exhibit
Number Description
99.1 J.
C. Penney Company, Inc. News Release issued May 15,
2009