<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
___________
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
__________
For the 13 week and 26 week periods Commission File Number 1-4947-1
ended July 26, 1997
J. C. PENNEY FUNDING CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 51-0101524
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6501 Legacy Drive, Plano, Texas 75024-3698
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 972-431-1000
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
500,000 shares of Common Stock of $100 par value, as of July 26, 1997.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1) (a)
AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
The following interim financial information of J. C. Penney Funding Corporation
("Funding"), a wholly owned subsidiary of J. C. Penney Company, Inc.
("JCPenney"), is unaudited; however, in the opinion of Funding, it includes all
adjustments, consisting only of normal recurring accruals, necessary for a fair
presentation. The financial information should be read in conjunction with the
audited financial statements included in Funding's Annual Report on Form 10-K
for the 52 weeks ended January 25, 1997.
<TABLE>
<CAPTION>
Statements of Income and Reinvested Earnings
(Dollars in millions)
13 weeks ended 26 weeks ended
------------------ ------------------
July 26, July 27, July 26, July 27,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Interest earned from
JCPenney and affiliates $ 29 $ 33 $ 111 $ 65
Interest expense 19 22 73 43
----- ----- ----- -----
Income before income taxes 10 11 38 22
Income taxes 3 4 13 8
----- ----- ----- -----
Net income 7 7 25 14
Reinvested earnings at
beginning of period 982 933 964 926
----- ----- ----- -----
Reinvested earnings at
end of period $ 989 $ 940 $ 989 $ 940
===== ===== ===== =====
</TABLE>
1
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Balance Sheets
(Dollars in millions)
<TABLE>
<CAPTION>
July 26, July 27, Jan. 25,
1997 1996 1997
-------- -------- --------
<S> <C> <C> <C>
ASSETS (Current)
Loans to JCPenney and affiliates $2,388 $2,959 $5,062
------ ------ ------
$2,388 $2,959 $5,062
====== ====== ======
LIABILITIES AND EQUITY OF JCPENNEY
Short-term debt $1,241 $1,872 $3,952
Due to JCPenney 13 2 1
------ ------ ------
Total liabilities 1,254 1,874 3,953
Equity of JCPenney:
Common stock (including
contributed capital), par value
$100:
Authorized, 750,000 shares
Issued, 500,000 shares 145 145 145
Reinvested earnings 989 940 964
------ ------ ------
Total equity of JCPenney 1,134 1,085 1,109
------ ------ ------
$2,388 $2,959 $5,062
====== ====== ======
</TABLE>
2
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Consolidated Statements of Cash Flows
(Dollars in millions)
<TABLE>
<CAPTION>
26 weeks ended
--------------------
<S> <C> <C>
July 26, July 27,
1997 1996
-------- --------
Operating Activities
Net income $ 25 $ 14
(Increase) Decrease in loans to
JCPenney 2,674 (396)
(Decrease)Increase in amount due
to JCPenney 12 (8)
------- -----
2,711 (390)
------- -----
Financing Activities
Increase (Decrease) in short-term
debt (2,711) 390
------- -----
Increase (Decrease) in cash -0- -0-
Cash at beginning of year -0- -0-
------- -----
Cash at end of second quarter $ -0- $ -0-
======= =====
</TABLE>
3
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Under the terms of the loan agreement which provides for unsecured loans to be
made by Funding to JCPenney and the receivables agreement pursuant to which
Funding may purchase an undivided interest in certain JCPenney customer
receivables, Funding derives earnings on loans to JCPenney and income from
charges to JCPenney. The income of Funding is designed to cover Funding's fixed
charges (interest expense) at a coverage ratio mutually agreed upon by Funding
and JCPenney. The earnings to fixed charges coverage ratio has historically
been at least one and one-half times.
Since 1986, Funding has provided financing to JCPenney in accordance with the
loan agreement and no receivable balances have been purchased.
Funding is not and has not been involved in the administration of JCPenney's
retail credit operation and does not bear any expenses or receive any finance
charge revenue connected therewith.
For the second quarter of 1997, despite higher average borrowing rates, income
was flat and expenses and provision for taxes decreased as compared to the
second quarter of 1996, as a result of lower average borrowing levels.
Borrowing levels averaged $1,388 million in the second quarter of 1997 as
compared with $1,634 million during the second quarter of 1996. Average
interest rates for the second quarter of 1997 increased 13 basis points as
compared with the second quarter of 1996. For the six month period ended July
26, 1997, income, expenses, and provision for taxes increased as compared to the
1996 comparable period. These increases were a result of higher borrowing
levels and higher average interest rates. Borrowing levels averaged $2,663
million for the first half of 1997 as compared with $1,590 million in the
comparable 1996 period. For the six month period in 1997, average rates
increased eight basis points as compared with the same period in 1996. At the
end of the second quarter of 1997, borrowing levels were $1,241 million as
compared with $1,872 million at the end of the 1996 second quarter.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
The following document is filed as an exhibit to this report:
27 Financial Data Schedule for the six months ended July 26,
1997.
(b) Reports on Form 8-K
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None
4
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SIGNATURES
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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 thereunto duly authorized.
J. C. PENNEY FUNDING CORPORATION
By: /s/ W. J. Alcorn
---------------------------------------------
W. J. Alcorn
Controller
(Principal Accounting Officer)
Date: September 5, 1997
5
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND RELATED CONSOLIDATED STATEMENT OF INCOME OF J.C.
PENNEY FUNDING CORPORATION AS OF JULY 26, 1997, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> JUL-26-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 2,388
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,388
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,388
<CURRENT-LIABILITIES> 1,254
<BONDS> 0
145
0
<COMMON> 0
<OTHER-SE> 989
<TOTAL-LIABILITY-AND-EQUITY> 2,388
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (38)
<INCOME-PRETAX> 38
<INCOME-TAX> 13
<INCOME-CONTINUING> 25
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
