Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

v2.4.0.8
Stockholders' Equity
9 Months Ended
Nov. 02, 2013
Stockholders' Equity Note [Abstract]  
Stockholders' Equity
Stockholders’ Equity
The following table shows the change in the components of stockholders’ equity for the nine months ended November 2, 2013:
 
(in millions)
Number
of
Common
Shares
 
Common
Stock
 
Additional
Paid-in
Capital
 
Reinvested
Earnings/
(Accumulated
Deficit)
 
Accumulated
Other
Comprehensive
Income/(Loss)
 
Total
Stockholders’
Equity
February 2, 2013
219.3

 
$
110

 
$
3,799

 
$
380

 
$
(1,118
)
 
$
3,171

Net income/(loss)

 

 

 
$
(1,423
)
 

 
$
(1,423
)
Other comprehensive income/(loss)

 

 

 

 
80

 
$
80

Common stock issued
84.0

 
42

 
744

 

 

 
786

Stock-based compensation
1.3

 
1

 
32

 

 

 
33

November 2, 2013
304.6

 
$
153

 
$
4,575

 
$
(1,043
)
 
$
(1,038
)
 
$
2,647



Comprehensive Income
The tax effects allocated to each component of other comprehensive income/(loss) are as follows:
 
 
Three Months Ended
 
November 2, 2013
 
October 27, 2012
($ in millions)
Gross
Amount
 
Income
Tax
(Expense)/
Benefit
 
Net
Amount
 
Gross
Amount
 
Income
Tax
(Expense)/
Benefit
 
Net
Amount
REITs
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain/(loss)
$
(1
)
 
$
1

 
$

 
$
1

  
$

 
$
1

Reclassification adjustment for realized (gain)/loss

 

 

 
(15
)
 
5

 
(10
)
Retirement benefit plans
 
 
 
 
 
 
 
 
 
 
 
Net actuarial gain/(loss) arising during the period

 

 

 
(125
)
 
50

 
(75
)
Reclassification of net prior service (credit)/cost from a curtailment

 

 

 
(5
)
 
2

 
(3
)
Reclassification for amortization of net actuarial loss/(gain)
43

 
(17
)
 
26

 
61

  
(24
)
 
37

Reclassification for amortization of prior service cost/(credit)
(1
)
 
1

 

 
(4
)
 
2

 
(2
)
Total
$
41

 
$
(15
)
 
$
26

 
$
(87
)
 
$
35

 
$
(52
)
 
 
Nine Months Ended
 
November 2, 2013
 
October 27, 2012
($ in millions)
Gross
Amount
 
Income
Tax
(Expense)/
Benefit
 
Net
Amount
 
Gross
Amount
 
Income
Tax
(Expense)/
Benefit
 
Net
Amount
REITs
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain/(loss)
$
(1
)
 
$
1

 
$

 
$
52

  
$
(18
)
 
$
34

Reclassification adjustment for realized (gain)/loss

 

 

 
(285
)
(1)  
101

 
(184
)
Retirement benefit plans
 
 
 
 
 
 
 
 
 
 
 
Net actuarial gain/(loss) arising during the period

 

 

 
(125
)
 
50

 
(75
)
Reclassification of net prior service (credit)/cost from a curtailment

 

 

 
(5
)
 
2

 
(3
)
Reclassification for amortization of net actuarial loss/(gain)
131

 
(50
)
 
81

 
188

 
(74
)
 
114

Reclassification for amortization of prior service cost/(credit)
(2
)
 
1

 
(1
)
 
(11
)
 
5

 
(6
)
Total
$
128

 
$
(48
)
 
$
80

 
$
(186
)
 
$
66

 
$
(120
)
(1)
During the second quarter of 2012, the reclassification adjustment for the Simon Property Group, L.P. (SPG) units of $270 million was calculated by using the closing fair market value per SPG unit of $158.13 on July 19, 2012 for the two million REIT units that were redeemed on July 20, 2012. The REIT units were redeemed at a price of $124.00 per unit (see Note 10).
The following table shows the changes in accumulated other comprehensive income/(loss) balances for the nine months ended November 2, 2013:
 
($ in millions)
Unrealized
Gain/(Loss)
on REITs
 
Net Actuarial
Gain/(Loss)
 
Prior Service
Credit/(Cost)
 
Accumulated
Other
Comprehensive
Income/(Loss)
February 2, 2013
$
17

 
$
(1,121
)
 
$
(14
)
 
$
(1,118
)
Other comprehensive income/(loss) before reclassifications

 

 

 

Amounts reclassified from accumulated other comprehensive income

 
81

 
(1
)
 
80

Net current-period other comprehensive income

 
81

 
(1
)
 
80

November 2, 2013
$
17

 
$
(1,040
)
 
$
(15
)
 
$
(1,038
)

Reclassifications out of accumulated other comprehensive income/(loss) are as follows:
 
 
Amount Reclassified from Accumulated Other
Comprehensive Income/(Loss)
 
Line Item in the
Unaudited Interim Consolidated
Statements of Operations
 
Three Months Ended
 
Nine Months Ended
 
($ in millions)
November 2,
2013
 
October 27,
2012
 
November 2,
2013
 
October 27,
2012
 
Realized (gain)/loss on REITs
 
 
 
 
 
 
 
 
 
Redemption of SPG REIT units
$

 
$

 
$

 
$
(270
)
 
Real estate and other, net
Sale of CBL REIT shares

 
(15
)
 

 
(15
)
 
Real estate and other, net
Tax (expense)/benefit

 
5

 

 
101

 
Income tax expense/(benefit)
Total, net of tax

 
(10
)
 

 
(184
)
 
 
Amortization of retirement benefit plans
 
 
 
 
 
 
 
 
 
Actuarial loss/(gain)(1)
44

 
61

 
132

 
188

 
Pension
Prior service cost/(credit)(1)
1

 

 
4

 

 
Pension
Actuarial loss/(gain)(1)
(1
)
 

 
(1
)
 

 
SG&A
Prior service cost/(credit)(1)
(2
)
 
(4
)
 
(6
)
 
(11
)
 
SG&A
Prior service (credit)/cost from a curtailment

 
(5
)
 

 
(5
)
 
Restructuring and management transition
Tax (expense)/benefit
(16
)
 
(20
)
 
(49
)
 
(67
)
 
Income tax expense/(benefit)
Total, net of tax
26

 
32

 
80

 
105

 
 
Total reclassifications
$
26

 
$
22

 
$
80

 
$
(79
)
 
 
(1)
These accumulated other comprehensive components are included in the computation of net periodic benefits expense/(income). See Note 8 for additional details.

Issuance of Common Stock
On October 1, 2013, we issued 84 million shares of common stock with a par value of $0.50 per share for $9.65 per share for total net proceeds of $786 million after $24 million of fees.
Stockholders' Rights Agreement
As authorized by our Company’s Board of Directors, the Company adopted a Rights Agreement, dated as of August 22, 2013 (Rights Agreement), by and between the Company and Computershare Inc., as Rights Agent. Pursuant to the terms of the Rights Agreement that expires on August 20, 2014, one preferred stock purchase right (a Right) was attached to each outstanding share of Common Stock of $0.50 par value of the Company (Common Stock) held by holders of record as of the close of business on September 3, 2013. Additionally, the Company will issue one Right with each new share of Common Stock issued. The Rights, registered on August 23, 2013, will initially trade with and be inseparable from our Common Stock and will not be evidenced by separate certificates unless they become exercisable.
Each Right entitles its holder to purchase from the Company 1/1000th of a share of a newly authorized series of participating preferred stock at an exercise price of $55.00, subject to adjustment in accordance with the terms of the Rights Agreement, once the Rights become exercisable. In general terms, under the Rights Agreement, the Rights become exercisable if any person or group acquires 10% or more of the Common Stock or, in the case of any person or group that owned 10% or more of the Common Stock as of August 22, 2013, upon the acquisition of any additional shares by such person or group. In addition, the Company, its subsidiaries, employee benefit plans of the Company or any of its subsidiaries, and any entity holding Common Stock for or pursuant to the terms of any such plan, are excepted. Upon exercise of the Right in accordance with the Rights Agreement, the holder would be able to purchase a number of shares of Common Stock from the Company having an aggregate market value (as defined in the Rights Agreement) equal to twice the then-current exercise price for an amount in cash equal to the then-current exercise price. The Rights will not prevent a takeover of our Company, but may cause substantial dilution to a person that acquires 10% or more of our Common Stock.