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First Trade Date for J. C. Penney Company, Inc.

 

 

Company NameFirst Trade Date (yyyy-mm-dd)
J. C. Penney Company, Inc.1946-01-08

Company NameSymbol
J. C. Penney Company, Inc.JCP
History and Business of Company
(this information may include date of incorporation)
Effective January 27, 2002, J. C. Penney Company, Inc. changed its corporate structure to a holding company format. As part of this structure, J. C. Penney Company, Inc. changed its name to J. C. Penney Corporation, Inc. ("JCP"), and became a wholly-owned subsidiary of a newly formed affiliated holding company ("Holding Company"). The new holding company assumed the name J. C. Penney Company, Inc. ("Company"). The Holding Company has no direct subsidiaries other than JCP. The Holding Company has no independent assets or operations. All outstanding shares of common and preferred stock were automatically converted into the identical number of and type of shares in the new holding company. Stockholders' ownership interests in the business did not change as a result of the new structure. Shares of the Company remain publicly traded under the same symbol (JCP) on the New York Stock Exchange. The Company is a co-obligor (or guarantor, as appropriate) regarding the payment of principal and interest on JCP's outstanding debt securities. The guarantee by the Holding Company of certain of JCP's outstanding debt securities is full and unconditional. The Holding Company and its consolidated subsidiaries, including JCP, are collectively referred to in this Annual Report on Form 10-K as "Company" or "JCPenney", unless indicated otherwise.

JCPenney was founded by James Cash Penney in 1902; JCP was incorporated in Delaware in 1924 and the Company was incorporated in Delaware in January 2002. The Company has grown to be a major retailer, operating 1,049 JCPenney department stores in 49 states, Puerto Rico and Mexico. In addition, the Company operates 54 Renner department stores in Brazil. A major portion of the Company's business consists of providing merchandise and services to consumers through department stores, catalog departments and the Internet. Department stores, catalog and the Internet generally serve the same customers and have virtually the same mix of merchandise. In addition, department stores accept returns from sales initiated in department stores, catalog or via the Internet. The Company markets family apparel, jewelry, shoes, accessories and home furnishings. In addition, the Company operates a chain of 2,686 drugstores, primarily through the Eckerd name, located throughout the Southwest, Southeast, Sunbelt, and Northeast regions of the United States.

In June 2001, JCP closed on the sale of its J. C. Penney Direct Marketing Services, Inc. ("DMS") assets, including its J. C. Penney Life Insurance subsidiaries and related businesses to a U.S. subsidiary of AEGON, N.V. ("AEGON"). JCP received cash at closing of approximately $1.3 billion ($1.1 billion after tax). Concurrent with the closing, JCP entered into a 15-year strategic licensing and marketing services arrangement with AEGON designed to offer an expanded range of financial and membership services products to JCPenney customers. Over the term of this arrangement, the Company will receive fee income related to the marketing and sale of certain financial products and membership services. Such amounts will be recognized as earned in the Company's financial statements. The Company's financial statements are presented to reflect DMS as a discontinued operation.

DMS was reflected as a discontinued operation for 2000 with an estimated net loss on the sale of $296 million. Because the transaction closed earlier than anticipated in 2001, income from DMS operations was over a shorter time period, and an additional $16 loss was recorded on the sale of discontinued operations. The Company recorded a $34 million gain in 2002 on the sale of discontinued operations. This gain relates to additional capital loss deductions that the Company is entitled to as a result of a 2002 tax regulation change. The final federal tax liability on the transaction was determined in an agreement between the Company and the Internal Revenue Service.

The business of marketing merchandise and services is highly competitive. The Company is one of the largest department store and drugstore retailers in the United States and it has numerous competitors. Many factors enter into the competition for the consumer's patronage, including price, quality, style, service, product mix, convenience and credit availability. The Company's annual earnings depend to a significant extent on the results of operations for the last quarter of its fiscal year. Fourth quarter segment operating profit for the past two years has averaged about 45% of the full year amount.

Information about certain aspects of the business of the Company included under the captions of "Discontinued Operations" (page 27), "Other Unallocated" (pages 35 to 36), and "Segment Reporting" (page 38), which appears in the section of the Company's 2002 Annual Report to Stockholders entitled "Notes to the Consolidated Financial Statements", "Five-Year Financial Summary (Unaudited)" (page 39), and "Five-Year Operations Summary (Unaudited)" (page 40), which appear in the Company's 2002 Annual Report to Stockholders on the pages indicated in the parenthetical references, is incorporated herein by reference and filed hereto as Exhibit 13 in response to Item 1 of Form 10-K.

The Company's Annual Reports on Form 10-K (since April 13, 1994), quarterly reports on 10-Q (since June 10, 1994), current reports on Form 8-K (since June 22, 1994) and all related amendments are available by accessing the Company's web site: www.jcpenney.net.

In addition, information about J. C. Penney Funding Corporation, a wholly owned consolidated subsidiary of JCP, which appears in Item 1 of its separate Annual Report on Form 10-K for the fiscal year ended January 25, 2003, is incorporated herein by reference and filed hereto as Exhibit 99(a) in response to Item 1 of Form 10-K.








 

 

 

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