Old COPPER Company, Inc. - 10-K filing on 2015-03-23

Stockholders' Equity

12 Months Ended

Jan. 31, 2015

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

Other Comprehensive Income/(Loss)

The tax effects allocated to each component of other comprehensive income/(loss) are as follows:



	2014									2013									2012
($ in millions)	Gross Amount			Income Tax (Expense)/Benefit⁽¹⁾			Net Amount			Gross Amount			Income Tax (Expense)/Benefit⁽²⁾			Net Amount			Gross Amount				Income Tax (Expense)/Benefit⁽³⁾			Net Amount
REITs
Unrealized gain/(loss)	$	—		$	—		$	—		$	(2	)	$	1		$	(1	)	$	56			$	(20	)	$	36
Reclassification adjustment for (gain)/loss	—			—			—			(24		)	8			(16		)	(285		)	⁽⁴⁾	101			(184		)
Foreign currency
Unrealized gain/(loss)	(2		)	—			(2		)	—			—			—			—				—			—
Retirement benefit plans
Net actuarial gain/(loss) arising during the period	(479		)	186			(293		)	659			(255		)	404			60				(23		)	37
Prior service credit/(cost) arising during the period	(20		)	8			(12		)	(7		)	3			(4		)	(42		)		16			(26		)
Reclassification of net prior service (credit)/cost from a curtailment	—			—			—			—			—			—			(5		)		2			(3		)
Reclassification of net actuarial (gain)/loss from a settlement	—			—			—			—			—			—			148				(57		)	91
Reclassification for amortization of net actuarial (gain)/loss	65			(25		)	40			175			(67		)	108			242				(94		)	148
Reclassification for amortization of prior service (credit)/cost	(1		)	—			(1		)	(1		)	—			(1		)	(13		)		5			(8		)
Deferred tax valuation allowance	—			(169		)	(169		)	—			—			—			—				—			—
Total	$	(437	)	$	—		$	(437	)	$	800		$	(310	)	$	490		$	161			$	(70	)	$	91


(1)	When we have a loss in operations and a loss in other comprehensive income/(loss), the tax benefits associated with each loss are fully offset by a valuation allowance (Note 17).


(2)	When assessing valuation allowance needs, accounting standards require us to record in other comprehensive income/(loss) the tax expense on other comprehensive income and a corresponding tax benefit in operations (Note 17).


(3)	In accordance with accounting standards, we are required to allocate a portion of our tax provision between operating income/(loss) and other comprehensive income/(loss).


(4)	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 (Note 16).

Accumulated Other Comprehensive Income/(Loss)

The following table shows the changes in accumulated other comprehensive income/(loss) balances for 2014 and 2013:



($ in millions)	Unrealized Gain/(Loss) on REITs			Net Actuarial Gain/(Loss)			Prior Service Credit/(Cost)			Foreign Currency Translation			Accumulated Other Comprehensive Income/(Loss)
February 2, 2013	$	17		$	(1,121	)	$	(14	)	$	—		$	(1,118	)
Current period change	(17		)	512			(5		)	—			490
February 1, 2014	$	—		$	(609	)	$	(19	)	$	—		$	(628	)
Current period change	—			(414		)	(21		)	(2		)	(437		)
January 31, 2015	$	—		$	(1,023	)	$	(40	)	$	(2	)	$	(1,065	)

Reclassifications out of accumulated other comprehensive income/(loss) are as follows:



	Amount Reclassified from Accumulated Other Comprehensive Income/(Loss)									Line Item in the Consolidated Statements of Operations

($ in millions)	2014			2013			2012
Realized (gain)/loss on REITs
Sale or redemption of SPG REIT units	$	—		$	(24	)	$	(270	)	Real estate and other, net
Sale of CBL REIT shares	—			—			(15		)	Real estate and other, net
Tax (expense)/benefit	—			8			101			Income tax expense/(benefit)
Total, net of tax	—			(16		)	(184		)
Retirement benefit plans
Amortization of actuarial (gain)/loss⁽¹⁾	66			176			243			Pension
Amortization of prior service (credit)/cost⁽¹⁾	7			7			1			Pension
Amortization of actuarial (gain)/loss⁽¹⁾	(1		)	(1		)	(1		)	SG&A
Amortization of prior service (credit)/cost⁽¹⁾	(8		)	(8		)	(14		)	SG&A
Prior service (credit)/cost from a curtailment	—			—			(5		)	Restructuring and management transition (Note 15)
Actuarial (gain)/loss from a settlement⁽¹⁾	—			—			148			Pension
Tax (expense)/benefit	(25		)	(67		)	(144		)	Income tax expense/(benefit)
Decrease in deferred tax valuation allowance	25			—			—			Income tax expense/(benefit)
Total, net of tax	64			107			228
Total reclassifications	$	64		$	91		$	44


(1)	These accumulated other comprehensive components are included in the computation of net periodic benefits expense/(income). See Note 14 for additional details.

Common Stock

On a combined basis, our 401(k) savings plan, including our employee stock ownership plan (ESOP), held approximately 14 million shares, or approximately 4.0% of outstanding Company common stock, at January 31, 2015. For the years 2014, 2013 and 2012, we declared dividends of $0.00, $0.00 and $0.20 per share, respectively.

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.

Preferred Stock

We have authorized 25 million shares of preferred stock; no shares of preferred stock were issued and outstanding as of January 31, 2015 or February 1, 2014.

Stock Warrant

On June 13, 2011, prior to his employment, we entered into a warrant purchase agreement with Ronald B. Johnson pursuant to which Mr. Johnson made a personal investment in the Company by purchasing a warrant to acquire approximately 7.3 million shares of J. C. Penney Company, Inc. common stock for a purchase price of approximately $50 million at a mutually determined fair value of $6.89 per share. The warrant has an exercise price of $29.92 per share, subject to customary adjustments resulting from a stock split, reverse stock split, or other extraordinary distribution with respect to J. C. Penney Company, Inc. common stock. The warrant has a term of seven and one-half years and was initially exercisable after the sixth anniversary, or June 13, 2017; however, the warrant became immediately exercisable upon the termination of Mr. Johnson’s employment with us in April 2013. The warrant is also subject to transfer restrictions. The proceeds from the sale of the warrant were recorded as additional paid-in capital and the dilutive effect of the warrant has been included in the EPS calculation from the date of issuance.

Stockholders' Rights Agreement

As authorized by our Company’s Board of Directors (the Board), on January 27, 2014, the Company entered into an Amended and Restated Rights Agreement (Amended Rights Agreement) with Computershare Inc., as Rights Agent (Rights Agent), amending, restating and replacing the Rights Agreement, dated as of August 22, 2013 (Original Rights Agreement), between the Company and the Rights Agent. Pursuant to the terms of the Original Rights Agreement, 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. The Company has issued one Right in respect of each new share of Common Stock issued since the record date. The Rights, registered on August 23, 2013, trade with and are inseparable from our Common Stock and will not be evidenced by separate certificates unless they become exercisable.

The purpose of the Amended Rights Agreement is to diminish the risk that the Company's ability to use its net operating losses and other tax assets to reduce potential future federal income tax obligations would become subject to limitations by reason of the Company's experiencing an "ownership change" as defined under Section 382 of the Internal Revenue Code of 1986, as amended (the Code). Ownership changes under Section 382 generally relate to the cumulative change in ownership among stockholders with an ownership interest of 5% or more (as determined under Section 382's rules) over a rolling three year period. The Amended Rights Agreement is intended to reduce the likelihood of an ownership change under Section 382 by deterring any person or group from acquiring beneficial ownership of 4.9% or more of the outstanding Common Stock. The amendments to the Original Rights Agreement also extended the expiration date of the Rights from August 20, 2014 to January 26, 2017 and amended certain other provisions, including the definition of "beneficial ownership" to include terms appropriate for the purpose of preserving tax benefits.

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 Amended Rights Agreement, once the Rights become exercisable. In general terms, under the Amended Rights Agreement, the Rights become exercisable if any person or group acquires 4.9% or more of the Common Stock or, in the case of any person or group that owned 4.9% or more of the Common Stock as of January 27, 2014, 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 Amended 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 Amended 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 an ownership change from occurring under Section 382 of the Code or a takeover of the Company, but may cause substantial dilution to a person that acquires 4.9% or more of our Common Stock.