10-K 1 jcp-0201201410k.htm 10-K JCP - 02.01.2014 10K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 1, 2014
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ________________
Commission File Number: 001-15274
 
 
J. C. PENNEY COMPANY, INC.
 
 
 
 
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
 
26-0037077
(State or other jurisdiction of incorporation or organization)
 
 
(I.R.S. Employer Identification No.)
 
6501 Legacy Drive, Plano, Texas 75024-3698
 
 
 
(Address of principal executive offices)
 
 
 
 
(Zip Code)
 
 
 
 
(972)-431-1000
 
 
 
 
(Registrant's telephone number, including area code)
 
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
 
 
Name of each exchange on which registered
Common Stock of 50 cents par value
 
 
 
New York Stock Exchange
Preferred Stock Purchase Rights
 
 
 
New York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act:
 
 
 
None
 
 
 
 
(Title of class)
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes o No x 
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 o 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer   x
Accelerated filer  o
Non-accelerated filer  o
Smaller reporting company    o 
 
 
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x  
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter (August 3, 2013). $2,462,547,444  
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
304,693,329 shares of Common Stock of 50 cents par value, as of March 17, 2014.
DOCUMENTS INCORPORATED BY REFERENCE
Documents from which portions are incorporated by reference
 
Parts of the Form 10-K into which incorporated
J. C. Penney Company, Inc. 2014 Proxy Statement
 
Part III



INDEX
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


PART I 
Item 1. Business
 
Business Overview
 
J. C. Penney Company, Inc. is a holding company whose principal operating subsidiary is J. C. Penney Corporation, Inc. (JCP). JCP was incorporated in Delaware in 1924, and J. C. Penney Company, Inc. was incorporated in Delaware in 2002, when the holding company structure was implemented. The new holding company assumed the name J. C. Penney Company, Inc. (Company). The holding company has no independent assets or operations, and no direct subsidiaries other than JCP. Common stock of the Company is publicly traded under the 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 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 “we,” “us,” “our,” “ourselves,” “Company” or “JCPenney.”
 
Since our founding by James Cash Penney in 1902, we have grown to be a major retailer, operating 1,094 department stores in 49 states and Puerto Rico as of February 1, 2014. Our fiscal year ends on the Saturday closest to January 31. Unless otherwise stated, references to years in this report relate to fiscal years, rather than to calendar years. Fiscal year 2013 ended on February 1, 2014; fiscal year 2012 ended on February 2, 2013; and fiscal year 2011 ended on January 28, 2012. Fiscal years 2013 and 2011 consisted of 52 weeks and fiscal year 2012 consisted of 53 weeks.
 
Our business consists of selling merchandise and services to consumers through our department stores and through our Internet website at jcpenney.com. Department stores and Internet generally serve the same type of customers and provide virtually the same mix of merchandise, and department stores accept returns from sales made in stores and via the Internet. We sell family apparel and footwear, accessories, fine and fashion jewelry, beauty products through Sephora inside JCPenney and home furnishings. In addition, our department stores provide our customers with services such as styling salon, optical, portrait photography and custom decorating. 
 
Based on how we categorized our divisions in 2013, our merchandise mix of total net sales over the last three years was as follows: 
 
 
2013
 
2012
 
2011
Women’s apparel
 
24
%
 
24
%
 
23
%
Men’s apparel and accessories
 
22
%
 
21
%
 
20
%
Home
 
11
%
 
12
%
 
16
%
Women’s accessories, including Sephora
 
11
%
 
10
%
 
9
%
Children’s apparel
 
11
%
 
12
%
 
12
%
Family footwear
 
9
%
 
9
%
 
8
%
Fine jewelry
 
7
%
 
7
%
 
7
%
Services and other
 
5
%
 
5
%
 
5
%
 
 
100
%
 
100
%
 
100
%

Fiscal 2013 was a transitional year in which we worked to stabilize our business and to rebuild the Company, working to create strategies for reconnecting with our core customer. Our prior strategy focused on everyday low prices, substantially eliminated promotional activities, emphasized brands in a shops presentation and introduced new merchandise brands. These merchandising and pricing strategies did not resonate with our customers. As a result, during 2013 we began editing our merchandise assortments and undertaking several merchandise initiatives to make assortments more compelling to customers, including reintroducing some of our private brands. We also began shifting the majority of our business back to a promotional model at the beginning of 2013.

Competition and Seasonality
 
The business of marketing merchandise and services is highly competitive. We are one of the largest department store and e-commerce retailers in the United States, and we have numerous competitors, as further described in Item 1A, Risk Factors.

3


Many factors enter into the competition for the consumer’s patronage, including price, quality, style, service, product mix, convenience, loyalty programs and credit availability. Our annual earnings depend to a great extent on the results of operations for the last quarter of the fiscal year, which includes the holiday season, when a significant portion of our sales and profits are recorded.
 
Trademarks
 
The JCPenney®, JCP®, monet®, Liz Claiborne®, Claiborne®, Okie Dokie®, Worthington®, a.n.a®, St. John’s Bay®, The Original Arizona Jean Company®, Ambrielle®, Decree®, Stafford®, J. Ferrar®, Xersion™, Total Girl™, JCPenney Home Collection® and Studio by JCPenney Home Collection® trademarks, as well as certain other trademarks, have been registered, or are the subject of pending trademark applications with the United States Patent and Trademark Office and with the registries of many foreign countries and/or are protected by common law. We consider our marks and the accompanying name recognition to be valuable to our business.
 
Website Availability
 
We maintain an Internet website at www.jcpenney.com and make available free of charge through this website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all related amendments to those reports, as soon as reasonably practicable after the materials are electronically filed with or furnished to the Securities and Exchange Commission. In addition, our website provides press releases, access to webcasts of management presentations and other materials useful in evaluating our Company.
 
Suppliers
 
We have a diversified supplier base, both domestic and foreign, and are not dependent to any significant degree on any single supplier. We purchase our merchandise from approximately 2,700 domestic and foreign suppliers, many of which have done business with us for many years. In addition to our Plano, Texas home office, we, through our international purchasing subsidiary, maintained buying and quality assurance offices in 11 foreign countries as of February 1, 2014
 
Employment
 
The Company and its consolidated subsidiaries employed approximately 117,000 full-time and part-time employees as of February 1, 2014
 
Environmental Matters
 
Environmental protection requirements did not have a material effect upon our operations during 2013. It is possible that compliance with such requirements (including any new requirements) would lengthen lead time in expansion or renovation plans and increase construction costs, and therefore operating costs, due in part to the expense and time required to conduct environmental and ecological studies and any required remediation.
 
As of February 1, 2014, we estimated our total potential environmental liabilities to range from $17 million to $24 million and recorded our best estimate of $19 million in Other accounts payable and accrued expenses and Other liabilities in the Consolidated Balance Sheet as of that date. This estimate covered potential liabilities primarily related to underground storage tanks, remediation of environmental conditions involving our former drugstore locations and asbestos removal in connection with approved plans to renovate or dispose of our facilities. We continue to assess required remediation and the adequacy of environmental reserves as new information becomes available and known conditions are further delineated. If we were to incur losses at the upper end of the estimated range, we do not believe that such losses would have a material effect on our financial condition, results of operations or liquidity. 



4


Executive Officers of the Registrant 
 
The following is a list, as of March 17, 2014, of the names and ages of the executive officers of J. C. Penney Company, Inc. and of the offices and other positions held by each such person with the Company. These officers hold identical positions with JCP.  There is no family relationship between any of the named persons.
Name
  
Offices and Other Positions Held With the Company
  
Age
Myron E. Ullman, III
  
Chief Executive Officer
  
67
Kenneth H. Hannah
  
Executive Vice President and Chief Financial Officer
  
45
Janet Dhillon
  
Executive Vice President, General Counsel and Secretary
  
51
Brynn L. Evanson
 
Executive Vice President, Human Resources
 
44
D. Scott Laverty
 
Executive Vice President, Chief Information Officer
 
54
Dennis P. Miller
  
Senior Vice President and Controller
  
61

Mr. Ullman has served as Chief Executive Officer of the Company since April 2013. He previously served as Chairman of the Board of Directors from 2004 to January 2012 and Chief Executive Officer of the Company from 2004 to November 2011. He was Directeur General, Group Managing Director, LVMH Moët Hennessy Louis Vuitton (luxury goods manufacturer/retailer) from 1999 to 2002. He was President of LVMH Selective Retail Group from 1998 to 1999. From 1995 to 1998, he was Chairman of the Board and Chief Executive Officer of DFS Group Ltd. From 1992 to 1995, he was Chairman of the Board and Chief Executive Officer of R. H. Macy & Company, Inc. He has served as a director of the Company and as a director of JCP since 2013.

Mr. Hannah has served as Executive Vice President and Chief Financial Officer since May 2012.  Prior to joining the Company, he was Executive Vice President and President-Solar Energy of MEMC Electronic Materials, Inc. and had previously served as Executive Vice President and President-Solar Materials from 2009 to 2012 and Senior Vice President and Chief Financial Officer from 2006 to 2009.  Mr. Hannah previously held key financial leadership positions at The Home Depot, Inc., The Boeing Company and General Electric Company.  He has served as a director of JCP since 2012.
 
Ms. Dhillon has served as Executive Vice President, General Counsel and Secretary of the Company since 2009. Prior to joining the Company, she served as Senior Vice President and General Counsel and Chief Compliance Officer of US Airways Group, Inc. and US Airways, Inc. from 2006 to 2009. Ms. Dhillon joined US Airways, Inc. in 2004 as Managing Director and Associate General Counsel and served as Vice President and Deputy General Counsel of US Airways Group, Inc. and US Airways, Inc. from 2005 to 2006. Ms. Dhillon was with the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1991 to 2004. She has served as a director of JCP since 2009.
 
Ms. Evanson has served as Executive Vice President, Human Resources since April 2013. She joined the Company in 2009 as Director of Compensation and became Vice President, Compensation, Benefits and Talent Operations in 2010. Prior to joining the Company, she worked at the Dayton Hudson Corporation from 1991 to 2009 (renamed Target Corporation in 2000). Ms. Evanson began her career with Marshall Field’s where she advanced through positions in stores, finance, human resources and merchandising. She moved to the Target stores division in 2000, ultimately serving as Director of Executive Compensation and Retirement Plans.
Mr. Laverty has served as Executive Vice President, Chief Information Officer since September 2013 after serving as interim Chief Information Officer since June 2013. He joined the Company as Senior Vice President, Business Solutions in 2012. Prior to joining the Company, Mr. Laverty served as the Americas retail practice leader for HCL Axon (technology consultancy) from 2011 to 2012. He served as Senior Vice President, Chief Information Officer of Borders Group from May 2009 to January 2011. In February 2011, Borders Group and its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. Previously, Mr. Laverty held senior consulting roles with IBM, Deloitte, PricewaterhouseCoopers and Ernst & Young. Early in his career he led inventory management and planning at several retail companies, including Michael’s Stores and Payless Shoesource.
Mr. Miller has served as Senior Vice President and Controller of the Company since September 2013. He previously served as Senior Vice President and Controller from 2008 to September 2012 and was Senior Vice President, Finance with responsibility for the Company’s shared services center in Salt Lake City from September 2012 to September 2013. Mr. Miller served as Vice President, Director of Procurement and Strategic Sourcing of JCP from 2004 to 2008. From 2001 to 2004, he served as Senior Vice President and Chief Financial Officer of Eckerd Corporation, a former subsidiary of the Company.


5


Item 1A. Risk Factors

The following risk factors should be read carefully in connection with evaluating our business and the forward-looking information contained in this Annual Report on Form 10-K. Any of the following risks could materially adversely affect our business, operating results, financial condition and the actual outcome of matters as to which forward-looking statements are made in this Annual Report on Form 10-K.

Our ability to return to profitable growth is subject to both the risks affecting our business generally and the inherent difficulties associated with shifting our strategic plan.

In fiscal 2013, we completed the first and second phases of our turnaround strategy as we stabilized our business and rebuilt the Company, working to create strategies for reconnecting with our core customer. During fiscal 2014, we entered the “go-forward” phase of our turnaround as we position the Company for long-term growth. However, it may take longer than expected to recover from our negative sales trends and operating results, and actual results may be materially less than planned. Our ability to improve our operating results depends upon a significant number of factors, some of which are beyond our control, including:

customer response to our marketing and merchandise strategies;
our ability to achieve profitable sales and to make adjustments in response to changing conditions;
our ability to respond to competitive pressures in our industry;
our ability to effectively manage inventory;
the success of our omnichannel strategy;
our ability to benefit from capital improvements made to our store environment;
our ability to respond to any unanticipated changes in expected cash flows, liquidity and cash needs, including our ability to obtain any additional financing or other liquidity enhancing transactions, if and when needed;
our ability to achieve positive cash flow;
our ability to access adequate and uninterrupted supply of merchandise from suppliers at expected levels and on acceptable terms; and
general economic conditions.

There is no assurance that our pricing, branding, store layout, marketing and merchandising strategies, or any future adjustments to our strategies, will improve our operating results.

We operate in a highly competitive industry, which could adversely impact our sales and profitability.

The retail industry is highly competitive, with few barriers to entry. We compete with many other local, regional and national retailers for customers, employees, locations, merchandise, services and other important aspects of our business. Those competitors include other department stores, discounters, home furnishing stores, specialty retailers, wholesale clubs, direct-to-consumer businesses, including those on the Internet, and other forms of retail commerce. Some competitors are larger than JCPenney, and/or have greater financial resources available to them, and, as a result, may be able to devote greater resources to sourcing, promoting, selling their products and updating their store environment. Competition is characterized by many factors, including merchandise assortment, advertising, price, quality, service, location, reputation, credit availability and customer loyalty. We have experienced, and anticipate that we will continue to experience for at least the foreseeable future, significant competition from our competitors. The performance of competitors as well as changes in their pricing and promotional policies, marketing activities, customer loyalty programs, new store openings, store renovations, launches of Internet websites, brand launches and other merchandise and operational strategies could cause us to have lower sales, lower gross margin and/or higher operating expenses such as marketing costs and other selling, general and administrative expenses, which in turn could have an adverse impact on our profitability.

Our sales and operating results depend on our ability to develop merchandise offerings that resonate with our existing customers and help to attract new customers.

Our sales and operating results depend in part on our ability to predict and respond to changes in fashion trends and customer preferences in a timely manner by consistently offering stylish, quality merchandise assortments at competitive prices. We continuously assess emerging styles and trends and focus on developing a merchandise assortment to meet customer preferences. The merchandise assortment under our prior strategy did not resonate with customers so we are re-establishing brands that our customers want. There is no assurance that these efforts will be successful or that we will be able to satisfy constantly changing customer demands. To the extent our predictions regarding our merchandise differ from our customers’ preferences, we may be faced with reduced sales and excess inventories for some products and/or missed opportunities for

6


others. Any sustained failure to identify and respond to emerging trends in lifestyle and customer preferences and buying trends could have an adverse impact on our business. In addition, merchandise misjudgments may adversely impact the perception or reputation of our Company, which could result in declines in customer loyalty and vendor relationship issues, and ultimately have a material adverse effect on our business, financial condition and results of operations.

Our ability to increase sales and store productivity is largely dependent upon our ability to increase customer traffic and conversion.

Customer traffic depends upon our ability to successfully market compelling merchandise assortments as well as present an appealing shopping environment and experience to customers. Our strategies focus on increasing customer traffic and improving conversion in our stores and online; however, there can be no assurance that our efforts will be successful or will result in increased sales. A substantial majority of our stores are located in malls, which have been experiencing a decline in traffic. There is no assurance that this trend will reverse or that increases in off-mall and/or Internet traffic will offset the decline. We may need to respond to any declines in customer traffic or conversion rates by increasing markdowns or promotions to attract customers to our stores, which could adversely impact our gross margins, operating results and cash flows from operating activities.

If we are unable to manage our inventory effectively, our gross margins could be adversely affected.

Our profitability depends upon our ability to manage appropriate inventory levels and respond quickly to shifts in consumer demand patterns. We must properly execute our inventory management strategies by appropriately allocating merchandise among our stores and online, timely and efficiently distributing inventory to stores, maintaining an appropriate mix and level of inventory in stores, adjusting our merchandise mix between our private and exclusive brands and national brands, appropriately changing the allocation of floor space of stores among product categories to respond to customer demand and effectively managing pricing and markdowns. If we overestimate customer demand for our merchandise, we will likely need to record inventory markdowns and move the excess inventory to be sold at clearance prices which would negatively impact our gross margins and operating results. If we underestimate customer demand for our merchandise, we may experience inventory shortages which may result in missed sales opportunities and have a negative impact on customer loyalty.

We must protect against security breaches or other unauthorized disclosures of confidential data about our customers as well as about our employees and other third parties.

As part of our normal operations, we receive and maintain information about our customers (including credit/debit card information), our employees and other third parties. Confidential data must at all times be protected against security breaches or other unauthorized disclosure. We have physical, technical and procedural safeguards in place that are designed to protect information and protect against security and data breaches as well as fraudulent transactions and other activities. Despite our safeguards and security processes and protections, we cannot be assured that all of our systems and processes are free from vulnerability to security breaches or inadvertent data disclosure by third parties or us. Any failure to protect confidential data about our customers or our employees or other third parties could materially damage our brand and reputation as well as result in significant expenses and disruptions to our operations, any of which could have a material adverse impact on our business and results of operations.

The failure to retain, attract and motivate our employees, including employees in key positions, could have an adverse impact on our results of operations.

Our results depend on the contributions of our employees, including our senior management team and other key employees. This depends to a great extent on our ability to retain, attract and motivate talented employees throughout the organization, many of whom, particularly in the stores, are in entry level or part-time positions with historically high rates of turnover. As a result of restructuring activities taken during the past few years, we now operate with significantly fewer individuals who have assumed additional duties and responsibilities, which could have an adverse impact on our operating performance and efficiency. Because of our lower than expected operating results during fiscal 2012 and fiscal 2013, we have not generally paid bonuses, and salary increases and incentive compensation opportunities have been limited. Any prolonged inability to provide meaningful salary increases or incentive compensation opportunities, or media reports regarding our financial condition, could have an adverse impact on our ability to attract, retain and motivate our employees. If we are unable to retain, attract and motivate talented employees with the appropriate skill sets, we may not achieve our objectives and our results of operations could be adversely impacted. Our ability to meet our changing labor needs while controlling our costs is also subject to external factors such as unemployment levels, competing wages and potential union organizing efforts. In addition, the loss of one or more of our key personnel or the inability to effectively identify a suitable successor to a key role in our senior management could have a material adverse effect on our business.

7



Disruptions in our Internet website, or our inability to successfully execute our online strategy, could have an adverse impact on our sales and results of operations.

We sell merchandise over the Internet through our website, www.jcpenney.com.  As a result of a significant decline in sales volume through our website in fiscal 2012, we reorganized our Internet operations in fiscal 2013. Our Internet operations are subject to numerous risks, including rapid technological change and the implementation of new systems and platforms; liability for online content; violations of state or federal laws, including those relating to online privacy and intellectual property rights; credit card fraud; problems associated with the operation of our website and related support systems; computer viruses; telecommunications failures; electronic break-ins and similar disruptions; and the allocation of inventory between our website and department stores. The failure of our website to perform as expected could result in disruptions and costs to our operations and make it more difficult for customers to purchase merchandise online. In addition, our inability to successfully develop and maintain the necessary technological interfaces for our customers to purchase merchandise through our website, including user friendly software applications for smart phones and tablets, could result in the loss in Internet sales and have an adverse impact on our results of operations.

Our operations are dependent on information technology systems; disruptions in those systems or increased costs relating to their implementation could have an adverse impact on our results of operations.

Our operations are dependent upon the integrity, security and consistent operation of various systems and data centers, including the point-of-sale systems in the stores, our Internet website, data centers that process transactions, communication systems and various software applications used throughout our Company to track inventory flow, process transactions, generate performance and financial reports and administer payroll and benefit plans.

Beginning in fiscal 2013, we have implemented several products from third party vendors to simplify our processes and reduce our use of customized existing legacy systems and expect to place additional applications into operation in the future. Implementing new systems carries substantial risk, including implementation delays, cost overruns, disruption of operations, potential loss of data or information, lower customer satisfaction resulting in lost customers or sales, inability to deliver merchandise to our stores or our customers, the potential inability to meet reporting requirements and unintentional security vulnerabilities. There can be no assurances that we will successfully launch the new systems as planned, that the new systems will perform as expected or that the new systems will be implemented without disruptions to our operations, any of which may cause critical information upon which we rely to be delayed, unreliable, corrupted, insufficient or inaccessible.

We also outsource various information technology functions to third party service providers and may outsource other functions in the future. We rely on those third party service providers to provide services on a timely and effective basis and their failure to perform as expected or as required by contract could result in disruptions and costs to our operations.

Our vendors are also highly dependent on the use of information technology systems. Major disruptions in their information technology systems could result in their inability to communicate with us or otherwise to process our transactions and could result in disruptions to our operations. Our vendors are responsible for having systems and processes in place to safeguard against security and data breaches involving our information and access to our information and systems. Any failure in their systems to operate or in their ability to protect our information or systems could have a material adverse impact on our business and results of operations.

Changes in our credit ratings may limit our access to capital markets and adversely affect our liquidity.

The credit rating agencies periodically review our capital structure and the quality and stability of our earnings, as a result of which we have experienced multiple corporate credit ratings downgrades. These downgrades, and any future downgrades, to our long-term credit ratings could result in reduced access to the credit and capital markets and higher interest costs on future financings. The future availability of financing will depend on a variety of factors, such as economic and market conditions, the availability of credit and our credit ratings, as well as the possibility that lenders could develop a negative perception of us. There is no assurance that we will be able to obtain additional financing, on favorable terms or at all.

Our profitability depends on our ability to source merchandise and deliver it to our customers in a timely and cost-effective manner.

Our merchandise is sourced from a wide variety of suppliers, and our business depends on being able to find qualified suppliers and access products in a timely and efficient manner. Inflationary pressures on commodity prices and other input costs could increase our cost of goods, and an inability to pass such cost increases on to our customers or a change in our merchandise mix

8


as a result of such cost increases could have an adverse impact on our profitability. Additionally, the impact of current and future economic conditions on our suppliers cannot be predicted and may cause our suppliers to be unable to access financing or become insolvent and thus become unable to supply us with products.

Our arrangements with our suppliers and vendors may be impacted by our financial results or financial position.

Substantially all of our merchandise suppliers and vendors sell to us on open account purchase terms. There is a risk that our key suppliers and vendors could respond to any actual or apparent decrease in or any concern with our financial results or liquidity by requiring or conditioning their sale of merchandise to us on more stringent or more costly payment terms, such as by requiring standby letters of credit, earlier or advance payment of invoices, payment upon delivery or other assurances or credit support or by choosing not to sell merchandise to us on a timely basis or at all. Our arrangements with our suppliers and vendors may also be impacted by media reports regarding our financial position. Our need for additional liquidity could significantly increase and our supply of merchandise could be materially disrupted if a significant portion of our key suppliers and vendors took one or more of the actions described above, which could have a material adverse effect on our sales, customer satisfaction, cash flows, liquidity and financial position.

Our senior secured term loan credit facility is secured by certain of our real property and substantially all of our personal property, and such property may be subject to foreclosure or other remedies in the event of our default. In addition, the term loan credit facility contains provisions that could restrict our operations and our ability to obtain additional financing.

In May 2013, we entered into a $2.25 billion senior secured term loan credit facility that is secured by mortgages on certain real property of the Company, in addition to liens on substantially all personal property of the Company, subject to certain exclusions set forth in the credit and security agreement governing the term loan credit facility and related security documents.

The real property subject to mortgages under the term loan credit facility includes our headquarters, distribution centers and certain of our stores.

The credit and guaranty agreement governing the term loan credit facility contains operating restrictions which may impact our future alternatives by limiting, without lender consent, our ability to borrow additional funds, execute certain equity financings or enter into dispositions or other liquidity enhancing or strategic transactions regarding certain of our assets, including our real property. Our ability to obtain additional or other financing or to dispose of certain assets could also be negatively impacted because a substantial portion of our owned assets have been pledged as collateral for repayment of our indebtedness under the term loan credit facility.

If an event of default occurs and is continuing, our outstanding obligations under the term loan credit facility could be declared immediately due and payable or the lenders could foreclose on or exercise other remedies with respect to the assets securing the term loan credit facility, including our headquarters, distribution centers and certain of our stores. If an event of default occurs, there is no assurance that we would have the cash resources available to repay such accelerated obligations or refinance such indebtedness on commercially reasonable terms, or at all. The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our revolving credit facility limits our borrowing capacity to the value of certain of our assets. In addition, our revolving credit facility is secured by certain of our personal property, and lenders may exercise remedies against the collateral in the event of our default.

The Company has a revolving credit facility in the amount of $1.85 billion and has borrowed $650 million as of February 1, 2014. Our borrowing capacity under our revolving credit facility varies according to the Company’s inventory levels, accounts receivable and credit card receivables, net of certain reserves. In the event of any material decrease in the amount of or appraised value of these assets, our borrowing capacity would similarly decrease, which could adversely impact our business and liquidity.

Our revolving credit facility contains customary affirmative and negative covenants and certain restrictions on operations become applicable if our availability falls below certain thresholds. These covenants could impose significant operating and financial limitations and restrictions on us, including restrictions on our ability to enter into particular transactions and to engage in other actions that we may believe are advisable or necessary for our business. In addition, the revolving credit facility provides for a springing fixed charge coverage ratio if our availability falls below a specified threshold.

Our obligations under the revolving credit facility are secured by liens with respect to inventory, accounts receivable, deposit accounts and certain related collateral. In the event of a default that is not cured or waived within any applicable cure periods,

9


the lenders’ commitment to extend further credit under our revolving credit facility could be terminated, our outstanding obligations could become immediately due and payable, outstanding letters of credit may be required to be cash collateralized and remedies may be exercised against the collateral, which generally consists of the Company’s inventory, accounts receivable and deposit accounts and cash credited thereto. If we are unable to borrow under our revolving credit facility, we may not have the necessary cash resources for our operations and, if any event of default occurs, there is no assurance that we would have the cash resources available to repay such accelerated obligations, refinance such indebtedness on commercially reasonable terms, or at all, or cash collateralize our letters of credit, which would have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our level of indebtedness may adversely affect our business and results of operations and may require the use of our available cash resources to meet repayment obligations, which could reduce the cash available for other purposes.

As of February 1, 2014, we have $5.601 billion in total indebtedness and we are highly leveraged. Our level of indebtedness may limit our ability to obtain additional financing, if needed, to fund additional projects, working capital requirements, capital expenditures, debt service, and other general corporate or other obligations, as well as increase the risks to our business associated with general adverse economic and industry conditions. Our level of indebtedness may also place us at a competitive disadvantage to our competitors that are not as highly leveraged.

We are required to make quarterly repayments in a principal amount equal to $5.625 million during the five-year term of the term loan credit facility, subject to certain reductions for mandatory and optional prepayments.

In addition, we are required to make prepayments of the term loan credit facility with the proceeds of certain asset sales, insurance proceeds and excess cash flow, which will reduce the cash available for other purposes, including capital expenditures for store improvements, and could impact our ability to reinvest in other areas of our business.

We cannot assure that our internal and external sources of liquidity will at all times be sufficient for our cash requirements.

We must have sufficient sources of liquidity to fund our working capital requirements, capital improvement plans, service our outstanding indebtedness and finance investment opportunities. The principal sources of our liquidity are funds generated from operating activities, available cash and cash equivalents, borrowings under our credit facilities, other debt financings, equity financings and sales of non-operating assets. We have sold a substantial amount of non-operating assets over the past two years. We expect our ability to generate cash through the sale of non-operating assets to diminish as the size of our portfolio of non-operating assets decreases. In addition, our recent operating losses have limited our capital resources. Our ability to achieve our business and cash flow plans is based on a number of assumptions which involve significant judgments and estimates of future performance, borrowing capacity and credit availability, which cannot at all times be assured. Accordingly, we cannot assure that cash flows from operations and other internal and external sources of liquidity will at all times be sufficient for our cash requirements. If necessary, we may need to consider actions and steps to improve our cash position and mitigate any potential liquidity shortfall, such as modifying our business plan, pursuing additional financing to the extent available, reducing capital expenditures, pursuing and evaluating other alternatives and opportunities to obtain additional sources of liquidity and other potential actions to reduce costs. We cannot assure that any of these actions would be successful, sufficient or available on favorable terms. Any inability to generate or obtain sufficient levels of liquidity to meet our cash requirements at the level and times needed could have a material adverse impact on our business and financial position.

Our ability to obtain any additional financing or any refinancing of our debt, if needed at any time, depends upon many factors, including our existing level of indebtedness and restrictions in our debt facilities, historical business performance, financial projections, prospects and creditworthiness and external economic conditions and general liquidity in the credit and capital markets. Any additional debt, equity or equity-linked financing may require modification of our existing debt agreements, which we cannot assure would be obtainable. Any additional financing or refinancing could also be extended only at higher costs and require us to satisfy more restrictive covenants, which could further limit or restrict our business and results of operations, or be dilutive to our stockholders.










10


Operating results and cash flows may cause us to incur asset impairment charges.

Long-lived assets, primarily property and equipment, are reviewed at the store level at least annually for impairment, or whenever changes in circumstances indicate that a full recovery of net asset values through future cash flows is in question.  We also assess the recoverability of indefinite-lived intangible assets at least annually or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Our impairment review requires us to make estimates and projections regarding, but not limited to, sales, operating profit and future cash flows.  If our operating performance reflects a sustained decline, we may be exposed to significant asset impairment charges in future periods, which could be material to our results of operations.

We are subject to risks associated with importing merchandise from foreign countries.

A substantial portion of our merchandise is sourced by our vendors and by us outside of the United States. All of our suppliers must comply with our supplier legal compliance program and applicable laws, including consumer and product safety laws. Although we diversify our sourcing and production by country and supplier, the failure of a supplier to produce and deliver our goods on time, to meet our quality standards and adhere to our product safety requirements or to meet the requirements of our supplier compliance program or applicable laws, or our inability to flow merchandise to our stores or through the Internet channel in the right quantities at the right time could adversely affect our profitability and could result in damage to our reputation.

Although we have implemented policies and procedures designed to facilitate compliance with laws and regulations relating to doing business in foreign markets and importing merchandise from abroad, there can be no assurance that suppliers and other third parties with whom we do business will not violate such laws and regulations or our policies, which could subject us to liability and could adversely affect our results of operations.

We are subject to the various risks of importing merchandise from abroad and purchasing product made in foreign countries, such as:

potential disruptions in manufacturing, logistics and supply;
changes in duties, tariffs, quotas and voluntary export restrictions on imported merchandise;
strikes and other events affecting delivery;
consumer perceptions of the safety of imported merchandise;
product compliance with laws and regulations of the destination country;
product liability claims from customers or penalties from government agencies relating to products that are recalled, defective or otherwise noncompliant or alleged to be harmful;
concerns about human rights, working conditions and other labor rights and conditions and environmental impact in foreign countries where merchandise is produced and raw materials or components are sourced, and changing labor, environmental and other laws in these countries;
local business practice and political issues that may result in adverse publicity or threatened or actual adverse consumer actions, including boycotts;
compliance with laws and regulations concerning ethical business practices, such as the U.S. Foreign Corrupt Practices Act; and
economic, political or other problems in countries from or through which merchandise is imported.

Political or financial instability, trade restrictions, tariffs, currency exchange rates, labor conditions, transport capacity and costs, systems issues, problems in third party distribution and warehousing and other interruptions of the supply chain, compliance with U.S. and foreign laws and regulations and other factors relating to international trade and imported merchandise beyond our control could affect the availability and the price of our inventory. These risks and other factors relating to foreign trade could subject us to liability or hinder our ability to access suitable merchandise on acceptable terms, which could adversely impact our results of operations.

Our Company’s growth and profitability depend on the levels of consumer confidence and spending.

Our results of operations are sensitive to changes in overall economic and political conditions that impact consumer spending, including discretionary spending. Many economic factors outside of our control, including the housing market, interest rates, recession, inflation and deflation, energy costs and availability, consumer credit availability and terms, consumer debt levels, tax rates and policy, and unemployment trends influence consumer confidence and spending. The domestic and international political situation and actions also affect consumer confidence and spending. In particular, the moderate income consumer, which is our core customer, has been under economic pressure for the past several years, and may have less disposable income

11


for items such as apparel and home goods. Additional events that could impact our performance include pandemics, terrorist threats and activities, worldwide military and domestic disturbances and conflicts, political instability and civil unrest. Declines in the level of consumer spending could adversely affect our growth and profitability.

Our business is seasonal, which impacts our results of operations.

Our annual earnings and cash flows depend to a great extent on the results of operations for the last quarter of our fiscal year, which includes the holiday season. Our fiscal fourth-quarter results may fluctuate significantly, based on many factors, including holiday spending patterns and weather conditions. This seasonality causes our operating results to vary considerably from quarter to quarter.

Our profitability may be impacted by weather conditions.

Our merchandise assortments reflect assumptions regarding expected weather patterns and our profitability depends on our ability to timely deliver seasonally appropriate inventory. Unseasonable or unexpected weather conditions such as warm temperatures during the winter season or prolonged or extreme periods of warm or cold temperatures could render a portion of our inventory incompatible with consumer needs. Extreme weather or natural disasters could also severely hinder our ability to timely deliver seasonally appropriate merchandise, delay capital improvements or cause us to close stores. A reduction in the demand for or supply of our seasonal merchandise could have an adverse effect on our inventory levels, gross margins and results of operations.

Changes in federal, state or local laws and regulations could increase our expenses and adversely affect our results of operations.

Our business is subject to a wide array of laws and regulations. The current political environment, financial reform legislation, the current high level of government intervention and activism, regulatory reform and stockholder activism may result in substantial new regulations and disclosure obligations and/or changes in the interpretation of existing laws and regulations, which may lead to additional compliance costs as well as the diversion of our management’s time and attention from strategic initiatives. If we fail to comply with applicable laws and regulations we could be subject to legal risk, including government enforcement action and class action civil litigation that could disrupt our operations and increase our costs of doing business. Changes in the regulatory environment regarding topics such as privacy and information security, product safety or environmental protection, including regulations in response to concerns regarding climate change, collective bargaining activities and health care mandates, among others, could also cause our compliance costs to increase and adversely affect our business and results of operations.

Legal and regulatory proceedings could have an adverse impact on our results of operations.

Our Company is subject to various legal and regulatory proceedings relating to our business, certain of which may involve jurisdictions with reputations for aggressive application of laws and procedures against corporate defendants. We are impacted by trends in litigation, including class action litigation brought under various consumer protection, employment, and privacy and information security laws. In addition, litigation risks related to claims that technologies we use infringe intellectual property rights of third parties have been amplified by the increase in third parties whose primary business is to assert such claims. Reserves are established based on our best estimates of our potential liability. However, we cannot accurately predict the ultimate outcome of any such proceedings due to the inherent uncertainties of litigation. Regardless of the outcome or whether the claims are meritorious, legal and regulatory proceedings may require that we devote substantial time and expense to defend our Company. Unfavorable rulings could result in a material adverse impact on our business, financial condition or results of operations.

Significant changes in discount rates, actual investment return on pension assets, and other factors could affect our earnings, equity, and pension contributions in future periods.

Our earnings may be positively or negatively impacted by the amount of income or expense recorded for our qualified pension plan. Generally accepted accounting principles in the United States of America (GAAP) require that income or expense for the plan be calculated at the annual measurement date using actuarial assumptions and calculations. The most significant assumptions relate to the capital markets, interest rates and other economic conditions. Changes in key economic indicators can change the assumptions. Two critical assumptions used to estimate pension income or expense for the year are the expected long-term rate of return on plan assets and the discount rate. In addition, at the measurement date, we must also reflect the funded status of the plan (assets and liabilities) on the balance sheet, which may result in a significant change to equity through a reduction or increase to other comprehensive income. Although GAAP expense and pension contributions are not directly

12


related, the key economic factors that affect GAAP expense would also likely affect the amount of cash we could be required to contribute to the pension plan. Potential pension contributions include both mandatory amounts required under federal law and discretionary contributions to improve a plan’s funded status.

Our stock price has been and may continue to be volatile.

The market price of our common stock has fluctuated substantially and may continue to fluctuate significantly. Future announcements or disclosures concerning us or any of our competitors, our strategic initiatives, our sales and profitability, our financial condition, any quarterly variations in actual or anticipated operating results or comparable sales, any failure to meet analysts’ expectations and sales of large blocks of our common stock, among other factors, could cause the market price of our common stock to fluctuate substantially. In addition, the stock market has experienced price and volume fluctuations that have affected the market price of many retail and other stocks that have often been unrelated or disproportionate to the operating performance of these companies. This volatility could affect the price at which you could sell shares of our common stock.

Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. During October 2013, four purported class action complaints and two shareholder derivative actions were filed against the Company and certain of our current and former members of the Board of Directors and executives following our announcement of an issuance of common stock on September 26, 2013. Such litigation could result in substantial costs, divert our management’s attention and resources and have an adverse effect on our business, results of operations and financial condition.

The Company’s ability to use net operating loss carryforwards to offset future taxable income for U.S. federal income tax purposes may be limited.

The Company has a federal net operating loss (NOL) of $2.1 billion. This NOL carryforward (expiring in 2032 and 2033) is available to offset future taxable income.

Section 382 of the Internal Revenue Code of 1986, as amended (the Code) imposes an annual limitation on the amount of taxable income that may be offset if a corporation experiences an “ownership change” as defined in Section 382 of the Code. An ownership change occurs when the Company’s “five-percent shareholders” (as defined in Section 382 of the Code) collectively increase their ownership in the Company by more than 50 percentage points (by value) over a rolling three-year period. Additionally, various states have similar limitations on the use of state NOLs following an ownership change.

If an ownership change occurs, the amount of the taxable income for any post-change year which may be offset by a pre-change loss is subject to an annual limitation that is cumulative to the extent it is not all utilized in a year. This limitation is derived by multiplying the fair market value of the Company stock as of the ownership change by the applicable federal long-term tax-exempt rate which was 3.5% at February 1, 2014. To the extent that a company has a net unrealized built-in gain at the time of an ownership change, which is realized or deemed recognized during the five-year period following the ownership change, there is an increase in the annual limitation for each of the first five-years that is cumulative to the extent it is not all utilized in a year.

The Company has an ongoing study of the rolling three-year testing periods. Based upon the elections the Company currently plans to make in filing its tax return and the information that has been filed with the Securities and Exchange Commission as of February 15, 2014, the Company has not had a Section 382 ownership change through February 1, 2014.

If the Company were to make certain alternative elections, an ownership change could be established as occurring on September 26, 2013 when the Company’s trading value would have been approximately $2.3 billion before adjustment for the value of any control premium. Under section 382 of the Code, as of September 26, 2013 the annual NOL limitations and built-in gain adjustments that would apply through the respective NOL and credit carryforward periods would total approximately $2.3 billion, and would exceed the total of the tax loss carryforwards (including carryover credits on a loss equated basis) recognizable as of September 26, 2013. Certain foreign tax credit carryforwards and unused charitable contribution tax benefits totaling $23 million would be written-off against the valuation allowance in a September 26, 2013 ownership change scenario due to their shorter carryforward periods.

Effective October 22, 2013, the Internal Revenue Service made final certain proposed regulations under Section 382. These regulations are generally more taxpayer favorable as to measuring the impact of an ownership shift and allow a corporate taxpayer to apply the new regulations to prior testing dates as long as an ownership change had not occurred under the old regulations in any testing period ending on or before October 22, 2013. The Company has revised its ongoing study of the rolling three-year testing periods so that all ownership shifts are determined under the new regulations.

13


Avoiding an initial ownership shift by staying under a cumulative 50 percentage point shift in the rolling three year testing periods is preferable to being subject to the Section 382 NOL limitations. If an ownership change is encountered at some point, it is generally preferable that it be at a time when the value of the company and built-in gains to be recognized are such that the Section 382 limitations are at their highest levels as compared to the loss and credit carryforwards. Losses incurred after an ownership change are not subject to limitation except where there is a new cumulative 50 percentage point change under the rolling three year testing periods. The Company plans to continue its analysis of the elections available to it in filing its federal income tax return and the impact of the new regulations.

If an ownership change should occur in the future, the Company’s ability to use the NOL to offset future taxable income will be subject to an annual limitation and will depend on the amount of taxable income generated by the Company in future periods. There is no assurance that the Company will be able to fully utilize the NOL and the Company could be required to record an additional valuation allowance related to the amount of the NOL that may not be realized, which could impact the Company’s result of operations.

We believe that these NOL carryforwards are a valuable asset for us.  We have a stockholder rights plan, or the Amended Rights Agreement, in place to protect our stockholders from coercive takeover practices or takeover bids that are inconsistent with their best interests.  On January 27, 2014, our Board of Directors approved the Amended Rights Agreement in an effort to protect our NOLs during the effective period of the Amended Rights Agreement.  Further, on January 27, 2014, our Board of Directors adopted certain amendments to the Company’s Restated Certificate of Incorporation, as amended, which are intended to preserve the Company’s NOLs by restricting certain transfers of our common stock (the Charter Amendments).  The Amended Rights Agreement and the Charter Amendments will be submitted to a stockholder vote at the Company’s 2014 annual meeting of stockholders on May 16, 2014.  If the Company’s stockholders do not approve the Amended Rights Agreement, it will expire.  If the Company’s stockholders do not approve the Charter Amendments, they will not become effective.  Although the Amended Rights Agreement and the Charter Amendments are intended to reduce the likelihood of an “ownership change” that could adversely affect us, there is no assurance that the restrictions on transferability in the Amended Rights Agreement and the Charter Amendments will prevent all transfers that could result in such an “ownership change”.  There also can be no assurance that the transfer restrictions in the Charter Amendments will be enforceable against all of our stockholders absent a court determination confirming such enforceability.  The transfer restrictions may be subject to challenge on legal or equitable grounds.

The Amended Rights Agreement and the Charter Amendments could make it more difficult for a third party to acquire, or could discourage a third party from acquiring, our Company or a large block of our common stock.  A third party that acquires 4.9% or more of our common stock could suffer substantial dilution of its ownership interest under the terms of the Amended Rights Agreement through the issuance of common stock or common stock equivalents to all stockholders other than the acquiring person.  The acquisition may also be void under the Charter Amendments. 

The foregoing provisions may adversely affect the marketability of our common stock by discouraging potential investors from acquiring our stock.  In addition, these provisions could delay or frustrate the removal of incumbent directors and could make more difficult a merger, tender offer or proxy contest involving us, or impede an attempt to acquire a significant or controlling interest in us, even if such events might be beneficial to us and our stockholders. 
Item 1B. Unresolved Staff Comments 
 
None. 

14


Item 2. Properties
 
At February 1, 2014, we operated 1,094 department stores throughout the continental United States, Alaska and Puerto Rico, of which 428 were owned, including 123 stores located on ground leases. The following table lists the number of stores operating by state as of February 1, 2014:
 
Alabama
 
22
 
Maine
 
6
 
Oklahoma
 
19
Alaska
 
1
 
Maryland
 
19
 
Oregon
 
14
Arizona
 
22
 
Massachusetts
 
13
 
Pennsylvania
 
43
Arkansas
 
16
 
Michigan
 
43
 
Rhode Island
 
3
California
 
80
 
Minnesota
 
26
 
South Carolina
 
18
Colorado
 
22
 
Mississippi
 
17
 
South Dakota
 
8
Connecticut
 
9
 
Missouri
 
26
 
Tennessee
 
26
Delaware
 
3
 
Montana
 
9
 
Texas
 
92
Florida
 
57
 
Nebraska
 
11
 
Utah
 
9
Georgia
 
30
 
Nevada
 
7
 
Vermont
 
6
Idaho
 
9
 
New Hampshire
 
9
 
Virginia
 
28
Illinois
 
41
 
New Jersey
 
17
 
Washington
 
23
Indiana
 
30
 
New Mexico
 
10
 
West Virginia
 
9
Iowa
 
19
 
New York
 
42
 
Wisconsin
 
22
Kansas
 
19
 
North Carolina
 
34
 
Wyoming
 
5
Kentucky
 
22
 
North Dakota
 
8
 
Puerto Rico
 
7
Louisiana
 
16
 
Ohio
 
47
 
 
 
 
Total square feet
 
110.6 million
 
 
 
 
 
 
 
 

In May 2013, we entered into a $2.25 billion five-year senior secured term loan that is secured by mortgages on certain real property of the Company, in addition to liens on substantially all personal property of the Company, subject to certain exclusions set forth in the credit and security agreement governing the term loan credit facility and related security documents. The real property subject to mortgages under the term loan credit facility includes our headquarters, distribution centers and certain of our stores.

In January 2014, we announced a strategic initiative to close 33 underperforming stores, including one furniture outlet store, which was excluded from the list above, as part of our turnaround efforts.

15


At February 1, 2014, our supply chain network operated 25 facilities at 14 locations, of which nine were owned, with multiple types of distribution activities housed in certain owned locations. Our network includes 11 store merchandise distribution centers, seven regional warehouses, three jcpenney.com fulfillment centers and four furniture distribution centers as indicated in the following table:
 
 
  
 
    
Square Footage
Facility / Location
 
Leased/Owned
 
(in thousands)
Store Merchandise Distribution Centers
  
 
    
 
Forest Park, Georgia
  
Owned
    
560

Buena Park, California
  
Owned
    
702

Cedar Hill, Texas
  
Leased
    
433

Columbus, Ohio
  
Owned
    
386

Lakeland, Florida
  
Leased
    
360

Lenexa, Kansas
  
Owned
    
322

Manchester, Connecticut
  
Owned
    
898

Wauwatosa, Wisconsin
  
Owned
    
690

Spanish Fork, Utah
  
Leased
    
400

Statesville, North Carolina
  
Owned
    
313

Sumner, Washington
  
Leased
    
342

Total store merchandise distribution centers
  
 
    
5,406

 
  
 
    
 
Regional Warehouses
  
 
    
 
Haslet, Texas
  
Owned
    
1,063

Forest Park, Georgia
  
Owned
    
780

Buena Park, California
  
Owned
    
233

Lathrop, California
  
Leased
    
436

Reno, Nevada
 
Owned
 
150

Sumner, Washington
 
Leased
 
8

Statesville, North Carolina
  
Owned
    
213

Total regional warehouses
  
 
    
2,883

 
  
 
    
 
jcpenney.com Fulfillment Centers
 
 
    
 
Columbus, Ohio
  
Owned
    
1,516

Lenexa, Kansas
  
Owned
    
1,622

Reno, Nevada
  
Owned
    
1,510

Total jcpenney.com fulfillment centers
  
 
    
4,648

 
  
 
    
 
Furniture Distribution Centers
  
 
    
 
Forest Park, Georgia
  
Owned
    
357

Buena Park, California
  
Owned
    
147

Manchester, Connecticut
  
Owned
    
291

Wauwatosa, Wisconsin
  
Owned
    
583

Total furniture distribution centers
  
 
    
1,378

Total supply chain network
  
 
    
14,315

We also own our home office facility in Plano, Texas, and approximately 240 acres of property adjacent to the facility. Subsequent to our fiscal year end, we sold approximately 20 acres of land around our home office and entered into a new joint venture to develop the remaining acres of land.


16


Item 3. Legal Proceedings 
Macy’s Litigation
On August 16, 2012, Macy’s, Inc. and Macy’s Merchandising Group, Inc. (together the Plaintiffs) filed suit against J. C. Penney Corporation, Inc. in the Supreme Court of the State of New York, County of New York, alleging that the Company tortiously interfered with, and engaged in unfair competition relating to a 2006 agreement between Macy’s and Martha Stewart Living Omnimedia, Inc. (MSLO) by entering into a partnership agreement with MSLO in December 2011. The Plaintiffs seek primarily to prevent the Company from implementing our partnership agreement with MSLO as it relates to products in the bedding, bath, kitchen and cookware categories. The suit was consolidated with an already-existing breach of contract lawsuit by the Plaintiffs against MSLO, and a bench trial commenced on February 20, 2013. On March 7, 2013, the judge adjourned the trial until April 8, 2013, and ordered the parties into mediation. The parties did not reach a settlement, and the trial continued on April 8, 2013. The parties concluded their presentations of evidence on April 26, 2013, and completed post-trial briefs in late May, 2013. The court held closing arguments on August 1, 2013. The court has not yet issued a final decision in the case. On October 21, 2013, the Company and MSLO entered into an amendment of the partnership agreement, providing in part that the Company will not sell MSLO-designed merchandise in the bedding, bath, kitchen and cookware categories.  On January 2, 2014, MSLO and Macy’s announced that they had settled the case as to each other, and MSLO was subsequently dismissed as a defendant.  While no assurance can be given as to the ultimate outcome of this matter, we currently believe that the final resolution of this action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.
Ozenne Derivative Lawsuit 
On January 19, 2012, a purported shareholder of the Company, Everett Ozenne, filed a shareholder derivative lawsuit in the 193rd District Court of Dallas County, Texas, against certain of the Company’s Board of Directors and executives. The Company is a nominal defendant in the suit. The lawsuit alleges breaches of fiduciary duties, corporate waste and unjust enrichment involving decisions regarding executive compensation, specifically that compensation paid to certain executive officers from 2008 to 2011 was too high in light of the Company’s financial performance. The suit seeks damages including unspecified compensatory damages, disgorgement by the former officers of allegedly excessive compensation, and equitable relief to reform the Company’s compensation practices. The Company and the named individuals filed an Answer and Special Exceptions to the lawsuit, arguing primarily that the plaintiff could not proceed with his suit because he failed to make demand on the Company’s Board of Directors, and that because demand on the Board would not be futile, demand is not excused. The trial court heard arguments on the Special Exceptions on June 25, 2012, and denied them. The Company and named individuals filed a mandamus proceeding in the Fifth District Court of Appeals challenging the trial court’s decision. The parties have settled the litigation and the appellate court stayed the appeal so that the trial court could review the proposed settlement. On August 5, 2013, the trial court preliminarily approved the settlement, and notice was mailed to shareholders soon thereafter. The trial court finally approved the settlement at a hearing on October 28, 2013 and, despite objection, awarded the plaintiff $3.1 million in attorneys’ fees and costs.  The Company and named individuals have appealed the award of attorneys’ fees and costs.  While no assurance can be given as to the ultimate outcome of this matter, we currently believe that the final resolution of this action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

Class Action Securities Litigation
From October 1, 2013 through October 24, 2013, four purported class action complaints were filed naming the Company, Myron E. Ullman, III and Kenneth H. Hannah as defendants, by the following plaintiffs, individually and on behalf of all others similarly situated, in the U.S. District Court, Eastern District of Texas, Tyler Division: Marcus (filed October 1, 2013), Erdem (filed October 7, 2013), Murphy (filed October 21, 2013) and Gilbert (filed October 24, 2013).  The Marcus, Erdem and Gilbert complaints are purportedly brought on behalf of persons who acquired our common stock during the period from August 20, 2013 through September 26, 2013.  The complaint filed by Murphy was purportedly brought on behalf of persons who acquired our securities, including common stock, debt securities, and purchasers of call and sellers of put options, during the period from May 16, 2013 through September 26, 2013, and also named William A. Ackman, a former member of the Board of Directors, as a defendant.  The complaints assert claims for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.  Plaintiffs claim that the defendants made false and misleading statements and/or omissions regarding the Company’s financial condition and business prospects that caused our common stock to trade at artificially inflated prices.  The complaints seek class certification, unspecified compensatory damages, including interest, reasonable costs and expenses, and other relief as the court may deem just and proper.  On December 2, 2013, various parties filed motions with the court seeking consolidation of the pending cases and appointment of lead plaintiff.  On December 17, 2013, Murphy filed a notice of dismissal of his case without prejudice.  On February 28, 2014, the Court entered an order consolidating the pending cases and appointed Plaintiff National Shopmen Pension Fund as lead plaintiff and the law firm Robbins Geller Rudman & Dowd LLP as lead counsel for the class, with Ward & Smith Law Firm as liaison counsel.  Plaintiff

17


Aletti Gestielle SGR S.p.A. has filed a motion for reconsideration of the appointment. We believe these class action complaints are without merit and we intend to vigorously defend these lawsuits. While no assurance can be given as to the ultimate outcome of this matter, we currently believe that the final resolution of these actions will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

Shareholder Derivative Litigation
In October 2013, two purported shareholder derivative actions were filed against certain present and former members of the Company’s Board of Directors and executives by the following parties in the U.S. District Court, Eastern District of Texas, Sherman Division: Weitzman (filed October 2, 2013) and Zauderer (filed October 3, 2013).  The Company is named as a nominal defendant in both suits.  The lawsuits assert claims for breaches of fiduciary duties and unjust enrichment based upon alleged false and misleading statements and/or omissions regarding the Company’s financial condition.  The lawsuits seek unspecified compensatory damages, restitution, disgorgement by the defendants of all profits, benefits and other compensation, equitable relief to reform the Company’s corporate governance and internal procedures, reasonable costs and expenses, and other relief as the court may deem just and proper.  On October 28, 2013, the Court consolidated the derivative cases.  On January 15, 2014, the Court entered an order staying the derivative suits pending certain events in the class action securities litigation described above.  While no assurance can be given as to the ultimate outcome of this matter, we currently believe that the final resolution of this action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.
 
Other Legal Proceedings
On October 7, 2013, the Company received a letter of inquiry from the Securities and Exchange Commission (SEC) requesting information regarding the Company’s liquidity, cash position, and debt and equity financing, as well as the Company’s underwritten public offering of common stock announced on September 26, 2013.  On February 13, 2014, the Company received a Termination Letter from the SEC’s Fort Worth office stating that it had concluded its investigation and was not recommending SEC action.
 
On November 9, 2013, the Company received a demand from a purported shareholder of the Company, Troy M. J. Baker, to conduct an investigation regarding potential claims that certain present and former members of the Company’s Board of Directors and executives breached their fiduciary duties to the Company under Texas and/or Delaware law based upon allegations similar to those in the class action securities litigation and shareholder derivative litigation filed in October 2013 and to commence a civil action to recover for the Company’s benefit the amount of damages allegedly sustained by the Company as a result of any such potential misconduct. The Company sent a letter in response to the demand.

On January 3, 2014, the Company received a demand for production of the Company’s books and records pursuant to Section 220 of the Delaware General Corporation Law from the law firm Wolf Haldenstein Adler Freeman & Herz LLP on behalf of Bruce Murphy as Trustee of the Bruce G. Murphy Trust.  The alleged purpose of the demand is to investigate potential mismanagement and breaches of fiduciary duties by the Company’s senior officers and directors in connection with their oversight of the Company’s operations and business prospects, including the Company’s liquidity profile and capital requirements.  The Company has exchanged correspondence with the law firm concerning the demand.     

Item 4. Mine Safety Disclosures
 
Not applicable.  

18


PART II 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Market for Registrant’s Common Equity
 
Our common stock is traded principally on the New York Stock Exchange (NYSE) under the symbol “JCP.” The number of stockholders of record at March 17, 2014, was 27,404.   In addition to common stock, we have authorized 25 million shares of preferred stock, of which no shares were issued and outstanding at February 1, 2014.
 
The table below sets forth the quoted high and low market prices of our common stock on the NYSE for each quarterly period indicated, the quarter-end closing market price of our common stock, as well as the quarterly cash dividends declared per share of common stock:
 
Fiscal Year 2013
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
Per share: Dividend
 
$

 
$

 
$

 
$

Market price:
 
 

 
 

 
 

 
 

High
 
$
22.47

 
$
19.39

 
$
14.47

 
$
10.19

Low
 
$
13.93

 
$
14.28

 
$
6.42

 
$
5.77

Close
 
$
17.26

 
$
14.28

 
$
8.14

 
$
5.92

Fiscal Year 2012
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
Per share: Dividend
 
$
0.20

 
$

 
$

 
$

Market price:
 
 

 
 

 
 

 
 

High
 
$
43.18

 
$
36.75

 
$
32.55

 
$
25.61

Low
 
$
32.51

 
$
19.06

 
$
20.40

 
$
15.69

Close
 
$
36.72

 
$
23.00

 
$
25.46

 
$
19.88

 
Our Board of Directors (Board) periodically reviews the dividend policy, taking into consideration the overall financial and strategic outlook for our earnings, liquidity and cash flow projections, as well as competitive factors.  Since May 2012, the Company has not paid a dividend.
 
Additional information relating to the common stock and preferred stock is included in this Annual Report on Form 10-K in the Consolidated Statements of Stockholders’ Equity and in Note 12 to the Consolidated Financial Statements.
 
Issuer Purchases of Securities
 
No repurchases of common stock were made during the fourth quarter of 2013 and no amounts remained authorized for share repurchases as of February 1, 2014.


19


Five-Year Total Stockholder Return Comparison
 
The following presentation compares our cumulative stockholder returns for the past five fiscal years with the returns of the S&P 500 Stock Index and the S&P 500 Retail Index for Department Stores over the same period. A list of these companies follows the graph below. The graph assumes $100 invested at the closing price of our common stock on the NYSE and each index as of the last trading day of our fiscal year 2008 and assumes that all dividends were reinvested on the date paid. The points on the graph represent fiscal year-end amounts based on the last trading day of each fiscal year. The following graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
S&P Department Stores:
JCPenney, Dillard’s, Macy’s, Kohl’s, Nordstrom, Sears
 
 
 
2008
 
2009
 
2010
 
2011
 
2012
 
2013
JCPenney
 
$
100

 
$
153

 
$
204

 
$
268

 
$
129

 
$
39

S&P 500
 
100

 
133

 
161

 
170

 
200

 
240

S&P Department Stores
 
100

 
167

 
192

 
217

 
223

 
259

 
The stockholder returns shown are neither determinative nor indicative of future performance.

20


Item 6. Selected Financial Data
 
Five-Year Financial Summary
($ in millions, except per share data)
2013
 
2012
 
2011
 
2010
 
2009
Results for the year
 
 
 
 
 
 
 
 
 
Total net sales
$
11,859

 
$
12,985

 
$
17,260

 
$
17,759

 
$
17,556

Sales percent increase/(decrease):
 

 
 

 
 

 
 

 
 

Total net sales
(8.7
)%
(1) 
(24.8
)%
(1) 
(2.8
)%
 
1.2
%
 
(5.0
)%
Comparable store sales(2)
(7.4
)%
 
(25.2
)%
 
0.2
 %
 
2.5
%
 
(6.3
)%
Operating income/(loss)
(1,420
)
 
(1,310
)
 
(2
)
 
832

 
663

As a percent of sales
(12.0
)%
 
(10.1
)%
 
0.0
 %
 
4.7
%
 
3.8
 %
Adjusted operating income/(loss) (non-GAAP)(3)
(1,237
)
 
(939
)
 
536

 
1,085

 
961

As a percent of sales (non-GAAP)(3)
(10.4
)%
 
(7.2
)%
 
3.1
 %
 
6.1
%
 
5.5
 %
Income/(loss) from continuing operations
(1,388
)
 
(985
)
 
(152
)
 
378

 
249

Adjusted income/(loss) (non-GAAP) from continuing operations(3)
(1,431
)
 
(766
)
 
207

 
533

 
433

Per common share
 

 
 

 
 

 
 

 
 

Earnings/(loss) per share from continuing operations, diluted
$
(5.57
)
 
$
(4.49
)
 
$
(0.70
)
 
$
1.59

 
$
1.07

Adjusted earnings/(loss) per share from continuing operations, diluted (non-GAAP)(3)
$
(5.74
)
 
$
(3.49
)
 
$
0.94

(4) 
$
2.24

 
$
1.86

Dividends declared(5)

 
0.20

 
0.80

 
0.80

 
0.80

Financial position and cash flow
 

 
 

 
 

 
 

 
 

Total assets
$
11,801

 
$
9,781

 
$
11,424

 
$
13,068

 
$
12,609

Cash and cash equivalents
1,515

 
930

 
1,507

 
2,622

 
3,011

Total debt, including capital leases and note payable
5,601

 
2,982

 
3,102

 
3,099

 
3,392

Free cash flow (non-GAAP)(3)
(2,746
)
 
(906
)
 
23

 
158

 
677

 
(1)
Includes the effect of the 53rd week in 2012. Excluding sales of $163 million for the 53rd week in 2012, total net sales decreased 7.5% and 25.7% in 2013 and 2012, respectively.
(2)
Comparable store sales are presented on a 52-week basis and include sales from new and relocated stores that have been opened for 12 consecutive full fiscal months and Internet sales. Stores closed for an extended period are not included in comparable store sales calculations, while stores remodeled and minor expansions not requiring store closures remain in the calculations. Our definition and calculation of comparable store sales may differ from other companies in the retail industry.
(3)
See Non-GAAP Financial Measures beginning on the following page for additional information and reconciliation to the most directly comparable GAAP financial measure.
(4)
Weighted average shares–diluted of 220.7 million was used for this calculation as adjusted income/(loss) from continuing operations was positive. 3.3 million shares were added to weighted average shares–basic of 217.4 million for assumed dilution for stock options, restricted stock awards and stock warrant.
(5)
On May 15, 2012, we announced that we had discontinued the quarterly $0.20 per share dividend.
 

21


Five-Year Operations Summary
 
 
2013
 
2012
 
2011
 
2010
 
2009
Number of department stores:
 
 
 
 
 
 
 
 
 
 
Beginning of year
 
1,104

 
1,102

 
1,106

 
1,108

 
1,093

Openings(1)
 

 
9

 
3

 
2

 
17

Closings(1)
 
(10
)
 
(7
)
 
(7
)
 
(4
)
 
(2
)
End of year
 
1,094

 
1,104

 
1,102

 
1,106

 
1,108

Gross selling space (square feet in millions)
 
110.6

 
111.6

 
111.2

 
111.6

 
111.7

Sales per gross square foot(2)
 
107

 
116

 
154

 
153

 
149

Sales per net selling square foot(2)
 
147

 
161

 
212

 
210

 
206

 
 
 
 
 
 
 
 
 
 
 
Number of the Foundry Big and Tall Supply Co. stores(3)
 
10

 
10

 
10

 

 

 
(1)
Includes relocations of -, 3, -, -, and 1, respectively.
(2)
Calculation includes the sales and square footage of JCPenney department stores that were open for the full fiscal year and sales for jcpenney.com.
(3)
All stores opened during 2011. Gross selling space was 51 thousand square feet as of the end of 2013, 2012 and 2011.

Non-GAAP Financial Measures
 
We report our financial information in accordance with generally accepted accounting principles in the United States (GAAP). However, we present certain financial measures and ratios identified as non-GAAP under the rules of the Securities and Exchange Commission (SEC) to assess our results. We believe the presentation of these non-GAAP financial measures and ratios is useful in order to better understand our financial performance as well as to facilitate the comparison of our results to the results of our peer companies. In addition, management uses these non-GAAP financial measures and ratios to assess the results of our operations. It is important to view non-GAAP financial measures in addition to, rather than as a substitute for, those measures and ratios prepared in accordance with GAAP. We have provided reconciliations of the most directly comparable GAAP measures to our non-GAAP financial measures presented.
 
Non-GAAP Measures Excluding Markdowns Related to the Alignment of Inventory with Our Prior Strategy, Restructuring and Management Transition Charges, the Impact of Our Qualified Defined Benefit Pension Plan (Primary Pension Plan) Expense, the Loss on Extinguishment of Debt, the Net Gain on the Sale or Redemption of Non-Operating Assets and the Tax Benefit from Income Related to Actuarial Gains Included in Other Comprehensive Income

The following non-GAAP financial measures are adjusted to exclude the impact of markdowns related to the alignment of inventory with our prior strategy, restructuring and management transition charges, the impact of our Primary Pension Plan expense, the loss on extinguishment of debt, the net gain on sale or redemption of non-operating assets and the tax benefit from income related to actuarial gains included in other comprehensive income. Unlike other operating expenses, these items are not directly related to our ongoing core business operations. Primary Pension Plan expense is determined using numerous complex assumptions about changes in pension assets and liabilities that are subject to factors beyond our control, such as market volatility.  Accordingly, we eliminate our Primary Pension Plan expense in its entirety as we view all components of net periodic benefit expense as a single, net amount, consistent with its presentation in our Consolidated Financial Statements.  We believe it is useful for investors to understand the impact on our financial results of markdowns related to the alignment of inventory with our prior strategy, restructuring and management transition charges, the impact of our Primary Pension Plan expense, the loss on extinguishment of debt, the net gain on the sale or redemption of non-operating assets and the tax benefit from income related to actuarial gains included in other comprehensive income and therefore are presenting the following non-GAAP financial measures: (1) adjusted operating income/(loss); (2) adjusted income/(loss) from continuing operations; and (3) adjusted diluted earning/(loss) per share (EPS) from continuing operations.


22


Adjusted Operating Income/(Loss). The following table reconciles operating income/(loss), the most directly comparable GAAP financial measure, to adjusted operating income/(loss),  a non-GAAP financial measure:
 
($ in millions)
 
2013
 
2012
 
2011
 
2010
 
2009
Operating income/(loss) (GAAP)
 
$
(1,420
)
 
$
(1,310
)
 
$
(2
)
 
$
832

 
$
663

As a percent of sales
 
(12.0
)%
 
(10.1
)%
 
(0.0
)%
 
4.7
%
 
3.8
%
Add: markdowns - inventory strategy alignment
 

 
155

 

 

 

Add: restructuring and management transition charges
 
215

 
298

 
451

 
32

 

Add/(deduct): primary pension plan expense/(income)
 
100

 
315

 
87

 
221

 
298

Less: Net gain on sale or redemption of non-operating assets
 
(132
)
 
(397
)
 

 

 

Adjusted operating income/(loss) (non-GAAP)
 
$
(1,237
)
 
$
(939
)
 
$
536

 
$
1,085

 
$
961

As a percent of sales
 
(10.4
)%
 
(7.2
)%
 
3.1
 %
 
6.1
%
 
5.5
%

Adjusted Income/(Loss) and Adjusted Diluted EPS from Continuing Operations.    The following table reconciles income/(loss) and diluted EPS from continuing operations, the most directly comparable GAAP financial measures, to adjusted income/(loss) and adjusted diluted EPS from continuing operations, non-GAAP financial measures:
 
($ in millions, except per share data)
2013
 
2012
 
2011
 
2010
 
2009
 
Income/(loss) (GAAP) from continuing operations
$
(1,388
)
 
$
(985
)
 
$
(152
)
 
$
378

 
$
249

 
Diluted EPS (GAAP) from continuing operations
$
(5.57
)
 
$
(4.49
)
 
$
(0.70
)
 
$
1.59

 
$
1.07

 
Add: markdowns - inventory strategy alignment, net of tax of $-, $60, $-, $- and $-

 
95

(1) 

 

 

 
Add: restructuring and management transition charges, net of tax of $28, $116, $145, $12 and $-
187

(2) 
182

(1) 
306

(3) 
20

(1) 

 
Add/(deduct): primary pension plan expense/(income), net of tax of $10, $122, $34, $86, and $114
90

(4)(5) 
193

(1) 
53

(1) 
135

(1) 
184

(1) 
Add: Loss on extinguishment of debt, net of tax of $-, $-, $-, $- and $-
114

(6) 

 

 

 

 
Less: Net gain on sale or redemption of non-operating assets, net of tax of $1, $146, $-, $- and $-
(131
)
(7) 
(251
)
(3) 

 

 

 
Less: Tax benefit resulting from other comprehensive income allocation
(303
)
(8) 

 

 

 

 
Adjusted income/(loss) (non-GAAP) from continuing operations
$
(1,431
)
 
$
(766
)
 
$
207

 
$
533

 
$
433

 
Adjusted diluted EPS (non-GAAP) from continuing operations
$
(5.74
)
 
$
(3.49
)
 
$
0.94

(9) 
$
2.24

 
$
1.86

 

(1)
Tax effect was calculated using the Company's statutory rate of 38.82%.
(2)
Tax effect for the three months ended May 4, 2013 was calculated using the Company's statutory rate of 38.82%. The last nine months of 2013 reflects no tax effect due to the impact of the Company's tax valuation allowance.
(3)
Tax effect was calculated using the effective tax rate for the transactions.
(4)
Tax benefit for the last nine months of 2013 is included in the line item Tax benefit resulting from other comprehensive income allocation. See footnote 8 below.
(5)
Tax effect for the three months ended May 4, 2013 was calculated using the Company's statutory rate of 38.82%.
(6)
Reflects no tax effect due to the impact of the Company's tax valuation allowance.
(7)
Tax effect represents state taxes payable in separately filing states related to the sale of the non-operating assets.
(8)
Represents the tax benefit for the last nine months of 2013 related to the Company's income tax benefit from income resulting from actuarial gains included in other comprehensive income.  This tax benefit was offset by tax expense recorded for such gains in other comprehensive income.
(9)
Weighted average shares–diluted of 220.7 million was used for this calculation as 2011 adjusted income/(loss) from continuing operations was positive. 3.3 million shares were added to weighted average shares–basic of 217.4 million for assumed dilution for stock options, restricted stock awards and stock warrant. 
 

23


Free Cash Flow
Free cash flow is a key financial measure of our ability to generate additional cash from operating our business. We define free cash flow as cash flow from operating activities, less capital expenditures and dividends paid, plus the proceeds from the sale of operating assets. 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 considered a non-GAAP financial measure under the rules of the SEC. Free cash flow is limited and does not represent remaining cash flow available for discretionary expenditures due to the fact that the measure does not deduct payments required for debt maturities, pay-down of pension debt, and other obligations or payments made for business acquisitions. Therefore, it is important to view free cash flow in addition to, rather than as a substitute for, our entire statement of cash flows and those measures prepared in accordance with GAAP.

The following table reconciles net cash provided by/(used in) operating activities, the most directly comparable GAAP measure, to free cash flow, a non-GAAP financial measure.
 
($ in millions)
 
2013
 
2012
 
2011
 
2010
 
2009
 
Net cash provided by/(used in) operating activities (GAAP)
 
$
(1,814
)
 
$
(10
)
 
$
820

 
$
592

 
$
1,573

 
Less:
 
 

 
 
 
 
 
 
 
 

 
Capital expenditures
 
(951
)
 
(810
)
 
(634
)
 
(499
)
 
(600
)
 
Dividends paid, common stock
 

 
(86
)
 
(178
)
 
(189
)
 
(183
)
 
Tax benefit from pension contribution
 

 

 

 
(152
)
 
(126
)
(1) 
Plus:
 
 

 
 

 
 
 
 
 
 

 
Discretionary cash pension contribution
 

 

 

 
392

 

 
Proceeds from sale of operating assets
 
19

 

 
15

 
14

 
13

 
Free cash flow (non-GAAP)
 
$
(2,746
)
 
$
(906
)
 
$
23

 
$
158

 
$
677

 
 
(1)
Related to the discretionary contribution of $340 million of Company common stock in 2009.

24


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion, which presents our results, should be read in conjunction with the accompanying Consolidated Financial Statements and notes thereto, along with the Five-Year Financial and Operations Summaries, the risk factors and the cautionary statement regarding forward-looking information. Unless otherwise indicated, all references in this Management’s Discussion and Analysis (MD&A) related to earnings/(loss) per share (EPS) are on a diluted basis and all references to years relate to fiscal years rather than to calendar years.
Executive Overview
 
Fiscal 2013 was a transitional year in which we worked to stabilize our business and to rebuild the Company, working to create strategies for reconnecting with our core customer. Our prior strategy focused on everyday low prices, substantially eliminated promotional activities, emphasized brands in a shops presentation and introduced new merchandise brands. These pricing and merchandising strategies did not resonate with our customers. As a result, in April 2013, the Board of Directors brought back Myron E. Ullman, III as Chief Executive Officer of the Company. Under his leadership, we began editing our merchandise assortments and undertaking several merchandise initiatives to make assortments more compelling to customers, reintroducing some of our private brands and returning the majority of our business to a promotional model. We have seen a positive response to these efforts as our 2013 comparable store sales sequentially improved each quarter, with the fourth quarter delivering our first quarterly comparable store sales gain since the second quarter of 2011.

Summarized financial performance for 2013 is as follows:
 
For 2013, sales were $11,859 million, a decrease of 8.7% as compared to 2012, which contained a 53rd week. Excluding sales of $163 million for the 53rd week in 2012, total net sales for 2013 decreased 7.5%. Comparable store sales decreased 7.4% for 2013.    
For 2013, gross margin as a percentage of sales was 29.4% compared to 31.3% last year. The decrease in gross margin as a percentage of sales is primarily due to sales of clearance merchandise at lower margins as compared to 2012, including additional markdowns taken to sell through inventory associated with our previous strategy, as well as our transition back to a promotional pricing strategy.
Selling, general and administrative (SG&A) expenses decreased $392 million, or 8.7%, for 2013 as compared to 2012.
Our net loss in 2013 was $1,388 million, or $5.57 per share, compared to a net loss of $985 million, or $4.49 per share, in 2012 and a net loss of $152 million, or $0.70 per share, in 2011.  Results for 2013 included $215 million, or $0.75 per share, of restructuring and management transition charges; $100 million, or $0.36 per share, for the impact of our qualified defined benefit pension plan (Primary Pension Plan) expense, $114 million, or $0.46 per share, for the loss on extinguishment of debt, $132 million, or $0.53 per share, for the net gain on the sale or redemption of non-operating assets and $303 million, or $1.21 per share, for the tax benefit from income related to actuarial gains included in other comprehensive income.
Current Developments

On February 6, 2014, we announced that we entered into a new joint venture to develop approximately 220 acres around our Plano, Texas home office in the Legacy Business Park. The new joint venture will be managed by Team Legacy, a venture of the Karahan Companies, Columbus Realty, and KDC. The new project, Legacy West, is located at the southwest corner of the Dallas North Tollway and State Highway 121, and is considered a prime office and mixed-use development site in the center of Legacy Business Park.
On February 13, 2014, we announced that Edward J. Record would be succeeding Kenneth H. Hannah as Executive Vice President and Chief Financial Officer of the Company, effective March 24, 2014.

25


Results of Operations
 
Three-Year Comparison of Operating Performance
(in millions, except per share data)
2013
 
2012
 
2011
 
Total net sales
$
11,859

 
$
12,985

 
$
17,260

 
Percent increase/(decrease) from prior year
(8.7
)%
(1) 
(24.8
)%
(1) 
(2.8
)%
 
Comparable store sales increase/(decrease)(2)
(7.4
)%
 
(25.2
)%
 
0.2
 %
 
Gross margin
3,492

 
4,066

 
6,218

 
Operating expenses/(income):
 
 
 
 
 
 
Selling, general and administrative
4,114

 
4,506

 
5,109

 
Pension
137

 
353

 
121

 
Depreciation and amortization
601

 
543

 
518

 
Real estate and other, net
(155
)
 
(324
)
 
21

 
Restructuring and management transition
215

 
298

 
451

 
Total operating expenses
4,912

 
5,376

 
6,220

 
Operating income/(loss)
(1,420
)
 
(1,310
)
 
(2
)
 
As a percent of sales
(12.0
)%
 
(10.1
)%
 
0.0
 %
 
Adjusted operating income/(loss) (non-GAAP)(3)
(1,237
)
 
(939
)
 
536

 
As a percent of sales
(10.4
)%
 
(7.2
)%
 
3.1
 %
 
Loss on extinguishment of debt
114

 

 

 
Net interest expense
352

 
226

 
227

 
Income/(loss) before income taxes
(1,886
)
 
(1,536
)
 
(229
)
 
Income tax (benefit)/expense
(498
)
 
(551
)
 
(77
)
 
Net income/(loss)
$
(1,388
)
 
$
(985
)
 
$
(152
)
 
Adjusted net income/(loss) (non-GAAP)(3)
$
(1,431
)
 
$
(766
)
 
$
207

 
Diluted EPS
$
(5.57
)
 
$
(4.49
)
 
$
(0.70
)
 
Adjusted diluted EPS (non-GAAP)(3)
$
(5.74
)
 
$
(3.49
)
 
$
0.94

(4) 
Weighted average shares used for diluted EPS
249.3

 
219.2

 
217.4

 
 
(1)
Includes the effect of the 53rd week in 2012. Excluding sales of $163 million for the 53rd week in 2012, total net sales decreased 7.5% and 25.7% in 2013 and 2012, respectively.  
(2)
Comparable store sales are presented on a 52-week basis and include sales from new and relocated stores that have been opened for 12 consecutive full fiscal months and Internet sales. Stores closed for an extended period are not included in comparable store sales calculations, while stores remodeled and minor expansions not requiring store closures remain in the calculations. Our definition and calculation of comparable store sales may differ from other companies in the retail industry.
(3)
See Item 6, Selected Financial Data, for a discussion of this non-GAAP financial measure and reconciliation to its most directly comparable GAAP financial measure.
(4)
Weighted average shares–diluted of 220.7 million was used for this calculation as adjusted net income/loss was positive. 3.3 million shares were added to weighted average shares–basic of 217.4 million for assumed dilution for stock options, restricted stock awards and stock warrant.
2013 Compared to 2012
 
Total Net Sales
Our year-to-year change in total net sales is comprised of (a) sales from new stores net of closings and relocations and sales from our catalog outlet stores, which were sold in October 2011, referred to as non-comparable store sales and (b) sales of stores opened in both years as well as Internet sales, referred to as comparable store sales. We consider comparable store sales to be a key indicator of our current performance measuring the growth in sales and sales productivity of existing stores. Positive comparable store sales contribute to greater leveraging of operating costs, particularly payroll and occupancy costs, while negative comparable store sales contribute to de-leveraging of costs. Comparable store sales also have a direct impact on our total net sales and the level of cash flow.


26


 
2013
 
2012
Total net sales (in millions)
$
11,859

 
$
12,985

Sales percent increase/(decrease)
 
 
 
Total net sales(1)
(8.7
)%
 
(24.8
)%
Comparable store sales(2)
(7.4
)%
 
(25.2
)%
Sales per gross square foot(3)
$
107

 
$
116


(1)
Includes the effect of the 53rd week in 2012. Excluding sales of $163 million for the 53rd week in 2012, total net sales decreased 7.5% and 25.7% in 2013 and 2012, respectively.
(2)
Comparable store sales are presented on a 52-week basis and include sales from new and relocated stores that have been opened for 12 consecutive full fiscal months and Internet sales. Stores closed for an extended period are not included in comparable store sales calculations, while stores remodeled and minor expansions not requiring store closures remain in the calculations. Our definition and calculation of comparable store sales may differ from other companies in the retail industry.
(3)
Calculation includes the sales and square footage of department stores that were open for the full fiscal year, as well as Internet sales.
 
Total net sales decreased $1,126 million in 2013 compared to 2012. The following table provides the components of the net sales decrease:
 
($ in millions)
2013
Comparable store sales, including Internet
$
(943
)
Sales of closed (non-comparable) stores, net
(183
)
2013 total net sales decrease
$
(1,126
)

In 2013, comparable store sales decreased 7.4%. Total net sales decreased 8.7% to $11,859 million compared with $12,985 million in 2012 and Internet sales increased 5.5% to $1,079 million. Excluding sales of $163 million for the 53rd week in 2012, total net sales decreased 7.5%. Internet sales experienced an increase during the year primarily as a result of better in-stock merchandise positions, improvements in site performance and a favorable response to our promotional activity.

The decline in total net sales was primarily related to our prior strategy that did not resonate with our customers. The prior strategy focused on everyday low prices, substantially eliminated promotional activities, emphasized brands in a shops presentation and introduced new merchandise brands. Fiscal 2013 was a transitional year in which we worked to stabilize our business and to rebuild the Company, working to create strategies for reconnecting with our core customer. During 2013, we began editing our merchandise assortments and undertaking several merchandise initiatives to make assortments more compelling to customers, reintroducing some of our private brands and returning the majority of our business to a promotional model. We have seen a positive response to these efforts as our 2013 comparable store sales have sequentially improved each quarter, with the fourth quarter delivering a comparable store sales gain of 2.0%, which was our first quarterly comparable store sales gain since the second quarter of 2011.

Based on a sample of our mall and off-mall stores, our store traffic and conversion rate decreased compared to last year. The number of store transactions and the total number of units decreased while the average number of units per transaction increased slightly during the year as compared to the prior year. All geographic regions experienced sales declines for 2013 compared to the prior year. During 2013, the women's accessories division, including Sephora, which reflected the addition of 60 Sephora inside JCPenney locations, experienced a slight sales increase. All other divisions experienced sales declines with men's and women's apparel, jewelry and footwear experiencing the smallest declines and home and children's experiencing the largest declines.

Gross Margin
Gross margin is a measure of profitability of a retail company at the most fundamental level of buying and selling merchandise and measures a company’s ability to effectively manage the total costs of sourcing and allocating merchandise against the corresponding retail pricing. Gross margins not only cover marketing, selling and other operating expenses, but also must include a profit element to reinvest back into the business. Gross margin is the difference between total net sales and cost of the merchandise sold and is typically expressed as a percentage of total net sales. The cost of merchandise sold includes all direct costs of bringing merchandise to its final selling destination.




27




These costs include: 
•    cost of the merchandise (net of discounts or allowances earned)
•    freight
•    warehousing
•    sourcing and procurement
•    buying and brand development costs including buyers’ salaries and related expenses
•    royalties and brand design fees
•    merchandise examination
•    inspection and testing
•    merchandise distribution center expenses
•    shipping and handling costs incurred related to sales to customers
 
($ in millions)
 
2013
 
2012
Gross margin
 
$
3,492

 
$
4,066

As a percent of sales
 
29.4
%
 
31.3
%

Gross margin decreased to 29.4% of sales in 2013, or 190 basis points, compared to 2012. On a dollar basis, gross margin decreased $574 million, or 14.1%, to $3,492 million in 2013 compared to $4,066 million in the prior year. The net 190 basis point decrease resulted from the following:

change in merchandise mix sold primarily related to sales of clearance merchandise at lower margins as compared to 2012, including additional markdowns taken to sell through inventory associated with our previous strategy, as well as our transition back to a promotional pricing strategy (-217 basis points);
lower markdown accruals and permanent markdowns in inventory at year-end (+30 basis points);
re-ticketing costs as a result of moving back to a promotional strategy on selected merchandise (-27 basis points);
reduced vendor cost concessions (-6 basis points); and
net change in other miscellaneous items (+30 basis points).
 
SG&A Expenses
The following costs are included in SG&A expenses, except if related to merchandise buying, sourcing, warehousing or distribution activities: 
•    salaries
•    marketing
•    occupancy and rent
•    utilities and maintenance
•    information technology
•    administrative costs related to our home office, district and regional operations
•    credit/debit card fees
•    real property, personal property and other taxes (excluding income taxes)

($ in millions)
 
2013
 
2012
SG&A
 
$
4,114

 
$
4,506

As a percent of sales
 
34.7
%
 
34.7
%






28


SG&A expenses declined $392 million to $4,114 million in 2013 compared to $4,506 million in 2012. As a percent of sales, SG&A expenses were flat with last year at 34.7%. The net savings resulted from the following:

savings from salaries and related benefits (-$146 million);
higher income from the JCPenney private label credit card activities, which is recorded as a reduction of our SG&A expenses (-$107 million);
savings from lower utilities (-$64 million);
lower advertising expenses (-$14 million);
savings from general store expense, support costs and rent (-$10 million); and
net decrease in other miscellaneous items (-$51 million).
Pension Expense
($ in millions)
 
2013
 
2012
Primary pension plan expense
 
$
100

 
$
167

Primary pension plan settlement expense
 

 
148

Total primary pension plan expense
 
100

 
315

Supplemental pension plans expense
 
37

 
38

Total pension expense
 
$
137

 
$
353


Total pension expense, which consists of our Primary Pension Plan expense and our supplemental pension plans expense, is based on our prior year-end measurement of pension plan assets and benefit obligations. Primary Pension Plan expense for 2013 decreased $67 million to $100 million, compared with $167 million in 2012, excluding the settlement charge of $148 million incurred during the fourth quarter of 2012. The decrease in Primary Pension Plan expense for 2013 is a result of lower amortization of our actuarial loss due to certain lump-sum settlements in 2012, lower service cost due to a decrease in the number of participants accruing benefits and strong asset performance in 2012. These decreases were partially offset by an approximately 60 basis point decrease in our discount rate and a 50 basis point decrease in our assumed expected return on assets. During the fourth quarter of 2012, we recognized settlement expense of $148 million for unrecognized actuarial losses related to participants who separated from service and had a deferred vested benefit as of August 31, 2012 who elected to receive a lump-sum settlement payment as a result of a plan amendment. During 2013 and 2012, supplemental pension plans expense was $37 million and $38 million, respectively.

Based on our 2013 year-end measurement of Primary Pension Plan assets and benefit obligations, our 2014 Primary Pension Plan expense will change to income of $19 million compared to expense of $100 million in 2013. The flip to income for our Primary Pension Plan is primarily a result of strong asset performance and a 70 basis point increase in our discount rate.

Depreciation and Amortization Expenses
Depreciation and amortization expense in 2013 increased $58 million to $601 million, or approximately 10.7%, compared to $543 million in 2012. This increase is a result of our investment and replacement of store fixtures in connection with the implementation of our prior strategy. Depreciation and amortization expense for 2013 and 2012 excludes $37 million and $25 million, respectively, of increased depreciation as a result of shortening the useful lives of department store fixtures that were replaced during 2013 with the build out of our home department and other attractions. These amounts are included in the line Restructuring and management transition in the Consolidated Statements of Operations.
Real Estate and Other, Net
Real estate and other consists of ongoing operating income from our real estate subsidiaries whose investments are in real estate investment trusts (REITs), as well as investments in joint ventures that own regional mall properties. Real estate and other also includes net gains from the sale of facilities and equipment that are no longer used in operations, asset impairments and other non-operating charges and credits. 

29


The composition of real estate and other, net was as follows:  
($ in millions)
 
2013
 
2012
Gain on sale or redemption of non-operating assets, net:
 
 
 
 
Sale or Redemption of Simon Property Group, L.P. (SPG) REIT units
 
$
(24
)
 
$
(200
)
Sale of CBL & Associates Properties, Inc. (CBL) REIT shares
 

 
(15
)
Sale of leveraged lease assets
 

 
(28
)
Sale of investments in joint ventures
 
(85
)
 
(151
)
Sale of other non-operating assets
 
(23
)
 
(3
)
Net gain on sale or redemption of non-operating assets
 
(132
)
 
(397
)
Dividend income from REITs
 
(1
)
 
(6
)
Investment income from joint ventures
 
(6
)
 
(11
)
Net gain from sale of operating assets
 
(17
)
 

Store impairments
 
18

 
26

Intangible asset impairment
 
9

 

Operating asset impairments
 

 
60

Other
 
(26
)
 
4

Total expense/(income)
 
$
(155
)
 
$
(324
)

Monetization of Non-operating Assets
As part of our strategy to monetize assets that are not core to our operations, during 2013 we generated $143 million of cash and recognized a net gain of $132 million from the sale of several non-operating assets. During 2012, we generated $526 million of cash and recognized a net gain of $397 million. The monetization of non-operating assets primarily included the following:

REIT Assets
On July 20, 2012, SPG redeemed two million of our REIT units at a price of $124.00 per unit for a total redemption price of $246 million, net of fees.  As of the market close on July 19, 2012, the SPG REIT units had a fair market value of $158.13 per unit.    In connection with the redemption, we realized a net gain of $200 million determined using the first-in-first-out method for determining the cost of REIT units sold.  Following the transaction, we continued to hold approximately 205,000 REIT units in SPG.  In November 2013, we converted our remaining 205,000 REIT units into SPG shares, which were sold in December 2013 at an average price of $151.97 per share for a total price of $31 million, net of fees, and a realized net gain of $24 million.
 
On October 23, 2012, we sold all of our CBL REIT shares at a price of $21.35 per share for a total price of $40 million, net of fees.  In connection with the sale, we realized a net gain of $15 million
 
Leveraged Leases
During the third quarter of 2012, we sold all of our leveraged lease assets for $146 million, net of fees. The investments in the leveraged lease assets as of the dates of the sales were $118 million and were recorded in Other assets in the Consolidated Balance Sheets. In connection with the sales, we recorded a net gain of $28 million.
 
Joint Ventures
During the third quarter of 2013, we sold our investment in three joint ventures for $32 million, resulting in a net gain of $23 million. During the second quarter of 2013, we sold our investment in one joint venture for $55 million, resulting in a net gain of $62 million. The gain for this transaction exceeded the cash proceeds as a result of distributions of cash related to refinancing activities in prior periods that were recorded as net reductions in the carrying amount of the investment. The net book value of the joint venture investment was a negative $7 million and was included in Other liabilities in the Consolidated Balance Sheets.

During the third quarter of 2012, we sold our investments in four joint ventures that own regional mall properties for $90 million, resulting in net gains totaling $151 million.  The gain exceeded the cash proceeds as a result of distributions of cash related to refinancing activities in prior periods that were recorded as net reductions in the carrying amount of the investments. The cumulative net book value of the joint venture investments was a negative $61 million and was included in Other liabilities in the Consolidated Balance Sheets. 


30


Other Non-Operating Assets
During the fourth quarter of 2013, we sold 10 properties used in our former auto center operations for net proceeds of $25 million, resulting in net gains totaling $22 million. During the third quarter of 2013, we sold approximately 10 acres of excess land for net proceeds and gain of $1 million.

During the third quarter of 2012, we sold a building used in our former drugstore operations with a net book value of zero for $3 million, resulting in a net gain of $3 million.
 
Operating Assets
During the first quarter of 2013, we sold our leasehold interest of a former department store location with a net book value of $2 million for net proceeds of $18 million, realizing a gain of $16 million. During the second quarter of 2013, we sold two properties for total net proceeds and a gain of $1 million.

Impairments
In 2013, store impairments totaled $18 million and related to 25 underperforming department stores that continued to operate. In addition, during the fourth quarter of 2013, we recorded a $9 million impairment charge for our ownership of the U.S. and Puerto Rico rights of the monet® trade name. See restructuring and management transition charges below for additional impairments related to stores scheduled to be closed in 2014.

In 2012, store impairments totaled $26 million and related to 13 underperforming department stores that continued to operate. In addition, during the fourth quarter of 2012, we wrote off $60 million of store-related operating assets that were no longer being used in our operations.
Restructuring and Management Transition Charges
The composition of restructuring and management transition charges was as follows:    
 
($ in millions)
 
2013
 
2012
Supply chain
 
$

 
$
19

Home office and stores
 
48

 
109

Software and systems
 

 
36

Store fixtures
 
55

 
78

Management transition
 
37

 
41

Other
 
75

 
15

Total
 
$
215

 
$
298


Supply chain
As a result of consolidating and streamlining our supply chain organization as part of a restructuring program that began in 2011, we recorded charges of $19 million in 2012 related to increased depreciation, termination benefits and unit closing costs. Increased depreciation resulted from shortening the useful lives of assets related to the closing and consolidating of selected facilities. This restructuring activity was completed during the third quarter of 2012.
 
Home office and stores
In 2013 and 2012, we recorded $48 million and $109 million, respectively, of costs to reduce our store and home office expenses. During the first three quarters of 2013, we recorded $26 million of employee termination benefits for both store and home office associates. In addition, in January 2014, we announced a strategic initiative to close 33 underperforming stores as part of our turnaround efforts. In conjunction with this initiative, during the fourth quarter of 2013 we incurred charges of $21 million related to asset impairments and $1 million of employee termination benefit costs. We expect to incur approximately $20 million of additional costs associated with this initiative primarily during the first quarter of 2014.

In 2012, charges of $116 million associated with employee termination benefits for both store and home office associates were offset by a net curtailment gain of $7 million related to our retirement benefit plans, which was incurred during the third quarter of 2012 when substantially all employee exits related to 2012 were completed, for a net charge of $109 million.

Software and systems
During 2012, we recorded a charge of $36 million related to the disposal of software and systems that based on our evaluation no longer supported our operations. This amount included $3 million of consulting fees related to that evaluation.

31



Store Fixtures
During 2013, we recorded a total charge of $55 million related to store fixtures which consisted of $37 million of increased depreciation as a result of shortening the useful lives of department store fixtures that were replaced throughout 2013, $11 million of charges for the impairment of certain store fixtures related to our former shops strategy that had been used in our prototype department store and a $7 million asset write down of store fixtures related to the renovations in our home department.

During 2012, we recorded a total charge of $78 million related to store fixtures which consisted of a $53 million asset write-off related to the removal of store fixtures in our department stores and $25 million of increased depreciation as a result of shortening the useful lives of department store fixtures that were replaced throughout 2013 with the build out of additional shops.

Management transition 
During 2013 and 2012, we implemented several changes within our management leadership team that resulted in management transition costs of $37 million and $41 million, respectively, for both incoming and outgoing members of management.
 
Other
During 2013 and 2012, we recorded $75 million and $15 million, respectively, of miscellaneous restructuring charges. The charges during 2013 were primarily related to contract termination costs and other costs associated with our previous marketing and shops strategy, including a non-cash charge of $36 million during the third quarter related to the return of shares of Martha Stewart Living Omnimedia, Inc. previously acquired by the Company, which was accounted for as a cost investment. The charges in 2012 were primarily related to the exit of our specialty websites CLAD™ and Gifting Grace™ in the first quarter of 2012, and costs associated with the closing of our Pittsburgh, Pennsylvania customer call center in the second quarter of 2012.
 
Operating Income/(Loss)  and Adjusted Operating Income/(Loss)
For 2013, we reported an operating loss of $1,420 million compared to an operating loss of $1,310 million in 2012. Excluding markdowns related to the alignment of inventory with our prior strategy, restructuring and management transition charges, the impact of our Primary Pension Plan expense and the net gain on the sale or redemption of non-operating assets, adjusted operating income/(loss) (non-GAAP) for 2013 was a loss of $1,237 million, $298 million higher than the loss of $939 million in 2012.

Loss on Extinguishment of Debt
During the second quarter of 2013, we paid $355 million to complete a cash tender offer and consent solicitation with respect to substantially all of our outstanding 7.125% Debentures due 2023. In doing so, we also recognized a loss on extinguishment of debt of $114 million, which included the premium paid over face value of the debentures of $110 million, reacquisition costs of $2 million and the write-off of unamortized debt issuance costs of $2 million.
 
Net Interest Expense
Net interest expense consists principally of interest expense on long-term debt, net of interest income earned on cash and cash equivalents.  Net interest expense was $352 million, an increase of $126 million, or 55.8%, from $226 million in 2012. The increase in net interest expense is primarily related to the increased interest expense associated with the borrowings under our revolving credit facility which bears interest at a rate of LIBOR plus 3.0% and the $2.25 billion five-year senior secured term loan that was entered into on May 22, 2013 which bears interest at a rate of LIBOR plus 5.0%.
 
Income Taxes
Beginning in the second quarter of 2013, as a result of our net deferred tax position changing from a net deferred tax liability to a net deferred tax asset (exclusive of any valuation allowance), we determined that an increase in the valuation allowance was needed. In assessing the need for the valuation allowance, we considered both positive and negative evidence related to the likelihood of realization of the deferred tax assets. As a result of our assessment, we concluded that our estimate of the realization of deferred tax assets would be based solely on the future reversals of existing taxable temporary differences and tax planning strategies that we would make use of to accelerate taxable income to utilize expiring net operating loss (NOL) and tax credit carryforwards. As of February 1, 2014, a valuation allowance of $304 million was recorded against our deferred tax assets. For the year ended February 1, 2014, we recorded a net tax benefit of $498 million resulting in an effective tax rate of (26.4)%. The net tax benefit consisted of net federal, foreign and state tax benefits of $197 million, a $303 million tax benefit resulting from actuarial gains in other comprehensive income, offset by $2 million of tax expense related to the amortization of certain indefinite-lived intangible assets. In accordance with accounting standards, we are required to allocate a portion of our tax provision between operating losses and accumulated other comprehensive income. As a result, the Company recorded a tax benefit on the loss for the year, which was offset by income tax expense in other comprehensive income of $303 million.

32



In 2012, we recorded an income tax benefit of $551 million, resulting in an effective tax rate of (35.9)%. Our income tax benefit for 2012 was impacted by the establishment of a $66 million valuation allowance relating to state NOL carryforwards in certain separate filing states.
 
Net Income/(Loss) and Adjusted Net Income/(Loss)
In 2013, we reported a loss of $1,388 million, or $5.57 per share, compared with a loss of $985 million, or $4.49 per share, last year. Excluding the impact of markdowns related to the alignment of inventory with our prior strategy, restructuring and management transition charges, the impact of our Primary Pension Plan expense, the loss on extinguishment of debt, the net gain on sale or redemption of non-operating assets and the tax benefit from income related to actuarial gains included in other comprehensive income, adjusted net income/(loss) (non-GAAP) went from a loss of $766 million, or $3.49 per share, in 2012 to a loss of $1,431 million, or $5.74 per share, in 2013.
2012 Compared to 2011
 
Total Net Sales
 
2012
 
2011
Total net sales (in millions)
$
12,985

  
$
17,260

Sales percent increase/(decrease)
 
 
 
Total net sales
(24.8
)%
(1) 
(2.8
)%
Comparable store sales(2)
(25.2
)%
 
0.2
 %
Sales per gross square foot(3)
$
116

  
$
154


(1)
Includes the effect of the 53rd week in 2012. Excluding sales of $163 million for the 53rd week in 2012, total net sales decreased 25.7%.  
(2)
Comparable store sales are presented on a 52-week basis and include sales from new and relocated stores that have been opened for 12 consecutive full fiscal months and Internet sales. Stores closed for an extended period are not included in comparable store sales calculations, while stores remodeled and minor expansions not requiring store closures remain in the calculations. Our definition and calculation of comparable store sales may differ from other companies in the retail industry. 
(3)
Calculation includes the sales and square footage of department stores that were open for the full fiscal year, as well as Internet sales.
 
Total net sales decreased $4,275 million in 2012 compared to 2011. The following table provides the components of the net sales decrease:
($ in millions)
2012
Comparable store sales, including Internet
$
(4,303
)
Sales for the 53rd week
163

Sales of new and closed (non-comparable) stores, net
11

Sales decline from exit of catalog outlet stores
(146
)
2012 total net sales decrease
$
(4,275
)

In 2012, we completed the first year of what was anticipated to be a multi-year transformational strategy. We underwent tremendous change as we began shifting our business model from a promotional department store to a specialty department store.  2012 was a difficult year, as our comparable store sales decreased 25.2%.  Internet sales, which are included in comparable store sales, decreased 33.0%, to $1,023 million. Total net sales decreased 24.8% to $12,985 million compared with $17,260 million in 2011.  The decrease in total net sales included the impact of our exit from our catalog outlet businesses in October 2011.  
 
Based on a sample of our mall and off-mall stores, our store traffic and conversion rate decreased in 2012 compared to 2011.  Both the number of store transactions and the number of units sold decreased in 2012 as compared to the prior year. Although we sold more items at our everyday prices at a higher average unit retail during 2012, the increase in clearance merchandise sold at a lower average unit retail and the increase in clearance merchandise sold as a percentage of total sales more than offset that benefit. 
 
All merchandise divisions experienced comparable store sales declines in 2012 compared to 2011.  Men’s and women’s apparel and footwear experienced the smallest declines while the home division experienced the largest decline.  All geographic regions also experienced comparable store sales declines.   


33



Gross Margin
($ in millions)
 
2012
 
2011
Gross margin
 
$
4,066

 
$
6,218

As a percent of sales
 
31.3
%
 
36.0
%

Gross margin for 2012 was $4,066 million, a decrease of $2,152 million compared to $6,218 million in 2011. Gross margin as a percentage of sales in 2012 was 31.3% compared to 36.0% in 2011. The net 470 basis point decrease resulted from the following:

higher margins realized on “everyday value” priced merchandise sales, despite a lower percentage of sales sold as “everyday value” (+240 basis points);
lower margins achieved on clearance merchandise sales combined with a greater penetration of clearance sales (-460 basis points);
lower margins on services and other activities, which included the impact of free haircuts and promotionally priced photography services during 2012 (-130 basis points);
higher markdown accruals and permanent markdowns in inventory at year-end (-70 basis points); and
reduced vendor cost concessions in connection with our simplified pricing strategy (-50 basis points).
 
SG&A Expenses
($ in millions)
 
2012
 
2011
SG&A
 
$
4,506

 
$
5,109

As a percent of sales
 
34.7
%
 
29.6
%
 
For 2012, SG&A expenses declined $603 million to $4,506 million compared to $5,109 million in 2011 primarily as a result of our cost savings initiatives.  As a percent of sales, SG&A expenses increased to 34.7% compared to 29.6% in 2011, as we were not able to leverage our expense reductions against lower sales.  The net decrease resulted from the following:

reduced salaries and related benefits (-$386 million);
increased income from the JCPenney private label credit card activities which is recorded as a reduction of our SG&A expenses (-$95 million);
reduced advertising expenses (-$106 million);
reduced costs from the exit from our catalog outlet stores and our specialty websites CLAD™ and Gifting Grace™ (-$71 million);
increased spending primarily related to enhancing information technology in our stores (+$25 million); and
net increase in other miscellaneous items (+$30 million).
 
Pension Expense
($ in millions)
 
2012
 
2011
Primary pension plan expense
 
$
167

 
$
87

Primary pension plan settlement expense
 
148

 

Total primary pension plan expense
 
315

 
87

Supplemental pension plans expense
 
38

 
34

Total pension expense
 
$
353

 
$
121


Total pension expense consists of our Primary Pension Plan expense and our supplemental pension plans expense.  During the third quarter of 2012, as a result of previous actions taken to reduce our workforce, we remeasured our pension plans as of September 30th.  For the Primary Pension Plan, the remeasurement resulted in a reduction of $27 million to our full year 2012 Primary Pension Plan expense, bringing Primary Pension Plan expense to $167 million, excluding the settlement charge of $148 million incurred during the fourth quarter of 2012.  The decline relates primarily to the decrease in the number of employees accruing benefits under the plan following the reductions in our workforce.  The remeasurement did not materially impact the pension expense for our supplemental pension plans. 
 

34


For the first eight months of fiscal 2012, our total pension expense was based on our 2011 year-end measurement of pension plan assets and benefit obligations.  The 2011 year-end measurement resulted in an increase in 2012 pension plan expense as compared to 2011 primarily as a result of an approximately 80 basis point decrease in our discount rate, an increase in the pension liability resulting from our voluntary early retirement program offered during the third quarter of 2011 and a decrease in the value of plan assets due to unfavorable capital market returns in 2011.
 
In September 2012, as a result of a plan amendment, we offered approximately 35,000 participants in the Primary Pension Plan who separated from service and had a deferred vested benefit as of August 31, 2012 the option to receive a lump-sum settlement payment. These participants had until November 30, 2012 to elect to receive the lump-sum settlement payment with the payments made by the Company beginning on December 4, 2012 using assets from the Primary Pension Plan.  As a result of the approximately 25,000 participants who elected the lump-sum settlements, we made payments totaling $439 million from the Primary Pension Plan’s assets and recognized settlement expense of $148 million for unrecognized actuarial losses. We also amended the Primary Pension Plan to allow participants that separate from the Company on or after September 1, 2012 the option of a lump-sum settlement payment from the plan.  The amendment also provided for automatic lump-sum settlement payments for participants with vested balances less than $5,000.    
 
Depreciation and Amortization Expense
Depreciation and amortization expense in 2012 increased $25 million to $543 million from $518 million in 2011 as a result of our investment in our shops inside our JCPenney department stores in addition to the opening of 9 department stores in 2012.  Depreciation and amortization expense for 2012 excludes $25 million of increased depreciation as a result of shortening the useful lives of department store fixtures that were replaced throughout 2013 with the build out of additional shops. This amount was included in the line Restructuring and management transition on the Consolidated Statements of Operations.

Real Estate and Other, Net
The composition of real estate and other, net was as follows:     
($ in millions)
 
2012
 
2011
Gain on sale or redemption of non-operating assets, net
 
 

 
 

Redemption of Simon Property Group, L.P. (SPG) REIT units
 
$
(200
)
 
$

Sale of CBL & Associates Properties, Inc. (CBL) REIT shares
 
(15
)
 

Sale of leveraged lease assets
 
(28
)
 

Sale of investment in joint ventures
 
(151
)
 

Sale of other non-operating assets
 
(3
)
 

Net gain on sale or redemption of non-operating assets
 
(397
)
 

Dividend income from REITs
 
(6
)
 
(10
)
Investment income from joint ventures
 
(11
)
 
(13
)
Net gain from sale of operating assets
 

 
(6
)
Store impairments
 
26

 
58

Operating asset impairments
 
60

 

Other
 
4

 
(8
)
Total expense/(income)
 
$
(324
)
 
$
21


Monetization of Non-operating Assets  
As part of our strategy to monetize assets that are not core to our operations, we generated $526 million of cash and recognized a net gain of $397 million from the sale or redemption of several non-operating assets during 2012.  The monetization of non-operating assets primarily included the following:

REIT Assets
On July 20, 2012, SPG redeemed two million of our REIT units at a price of $124.00 per unit for a total redemption price of $246 million, net of fees.  As of the market close on July 19, 2012, the SPG REIT units had a fair market value of $158.13 per unit. In connection with the redemption, we realized a net gain of $200 million determined using the first-in-first-out method for determining the cost of REIT units sold.  Following this transaction, we still held approximately 205,000 REIT units in SPG.
 
On October 23, 2012, we sold all of our CBL REIT shares at a price of $21.35 per share for a total price of $40 million, net of fees. In connection with the sale, we realized a net gain of $15 million. 

35



Leveraged Leases
During the third quarter of 2012, we sold all of our leveraged lease assets for $146 million, net of fees. The investments in the leveraged lease assets as of the dates of the sales were $118 million and we recorded a net gain of $28 million.
 
Joint Ventures
During the third quarter of 2012, we sold our investments in four joint ventures that own regional mall properties for $90 million, resulting in net gains totaling $151 million.  The gain exceeded the cash proceeds as a result of distributions of cash related to refinancing transactions in prior periods that were recorded as net reductions in the carrying amount of the investments. The cumulative net book value of the joint venture investments was a negative $61 million. 
 
Other Non-Operating Assets
During the third quarter of 2012, we sold a building used in our former drugstore operations with a net book value of zero for $3 million resulting in a net gain of $3 million.
 
Impairments
In 2012, store impairments totaled $26 million and related to 13 underperforming department stores that continued to operate.  In addition, during the fourth quarter of 2012, we wrote off $60 million of store-related operating assets that were no longer being used in our operations.  In 2011, store impairments totaled $58 million and related to eight underperforming department stores, of which seven continued to operate.

Restructuring and Management Transition
The composition of restructuring and management transition charges was as follows:    
  
($ in millions)
 
2012
 
2011
Supply chain
 
$
19

 
$
41

Catalog and catalog outlet stores
 

 
34

Home office and stores
 
109

 
41

Software and systems
 
36

 

Store fixtures
 
78

 

Management transition
 
41

 
130

Voluntary early retirement program (VERP)
 

 
179

Other
 
15

 
26

Total
 
$
298

 
$
451


Supply chain
As a result of consolidating and streamlining our supply chain organization as part of a restructuring program that began in 2011, during 2012 and 2011, we recorded charges of $19 million and $41 million, respectively, related to increased depreciation, termination benefits and unit closing costs. Increased depreciation resulted from shortening the useful lives of assets related to the closing and consolidating of selected facilities. This restructuring activity was completed during the third quarter of 2012. 
 
Catalog and catalog outlet stores
On October 16, 2011, we sold the assets related to the operations of our catalog outlet stores. We sold fixed assets and inventory with combined net book values of approximately $31 million, for a total purchase price of $7 million, which resulted in a loss of $24 million. During 2011, we also recorded $10 million of severance costs related to the sale of our outlet stores. This restructuring activity was completed in 2011.
 
Home office and stores
During 2012 and 2011, we recorded $109 million and $41 million, respectively, of net charges associated with employee termination benefits for actions to reduce our store and home office expenses. During the third quarter of 2012, when substantially all employee exits related to 2012 were completed, we recorded a net curtailment gain of $7 million. The net curtailment gain was more than offset by 2012 charges associated with employee termination benefits of $116 million.    




36


Software and systems
During 2012, we recorded a charge of $36 million related to the disposal of software and systems that based on our evaluation no longer supported our operations. This amount included $3 million of consulting fees related to that evaluation. 

Store fixtures
During 2012, we recorded a $53 million asset write-off related to the removal of store fixtures in our department stores. In addition, we recorded $25 million of increased depreciation as a result of shortening the useful lives of department store fixtures that were replaced throughout 2013 with the build out of additional shops.
 
Management transition
During 2012 and 2011, we implemented several changes within our management leadership team that resulted in management transition costs of $41 million and $130 million, respectively, for both incoming and outgoing members of management. Ronald B. Johnson became Chief Executive Officer in November 2011, succeeding Myron E. Ullman, III. Mr. Ullman was Executive Chairman of the Board of Directors until January 27, 2012, at which time he retired from the Company until his return in April 2013 when he replaced Mr. Johnson as Chief Executive Officer.  During 2011, we incurred transition charges of $53 million and $29 million related to Mr. Johnson and Mr. Ullman, respectively. In October 2011, Michael R. Francis was appointed President until his departure in June 2012; in November 2011, Michael W. Kramer and Daniel E. Walker were appointed Chief Operating Officer and Chief Talent Officer, respectively, until their departures in April 2013. Collectively, in 2011 these three officers were paid sign-on bonuses of $24 million as part of their employment packages. In 2012 and 2011, we recorded $41 million and $24 million, respectively, of management transition charges related to other members of management.      
 
VERP
As a part of several restructuring and cost-savings initiatives designed to reduce salary and related costs across the Company, in August 2011 we announced a VERP which was offered to approximately 8,000 eligible associates.  In the third quarter of 2011, we incurred a total charge of $179 million related to the VERP.  Charges included $176 million related to enhanced retirement benefits for the approximately 4,000 employees who accepted the VERP, $1 million related to curtailment charges for our non-qualified supplemental pension plans as a result of the reduction in the expected years of future service related to these plans, and $2 million of costs associated with administering the VERP.  This restructuring activity was completed in 2011.
  
Other
During 2012 and 2011, we recorded miscellaneous restructuring charges of $15 million and $26 million, respectively.  These charges were primarily related to the closing and consolidating of facilities related to optimizing our custom decorating operations, the exit of our specialty websites CLAD and Gifting Grace and the closure of our Pittsburgh, Pennsylvania customer call center.  These restructuring activities were completed in 2012 and 2011.
 
Operating Income/(Loss) and Adjusted Operating Income/(Loss)
For 2012, we reported an operating loss of $1,310 million compared to an operating loss of $2 million in 2011.  Excluding markdowns related to the alignment of inventory with our prior strategy, restructuring and management transition charges, the impact of our Primary Pension Plan expense and the net gain on the sale or redemption of non-operating assets, adjusted operating income/(loss) (non-GAAP) for 2012 was an operating loss of $939 million, a decrease of $1,475 million from operating income of $536 million in 2011. 
 
Net Interest Expense
Net interest expense for 2012 was $226 million, a decrease of $1 million from $227 million in 2011.  The decrease relates primarily to lower overall debt outstanding as a result of our $230 million debt repayment at maturity in August 2012. 
 
Income Taxes
The effective income tax rate was (35.9)% and (33.6)% for 2012 and 2011, respectively.  Our income tax benefit for 2012 was positively impacted by federal wage tax credits, state law changes, state audit settlements and the sale and redemption of non-operating assets and negatively impacted by the discontinuation of our quarterly dividend and a valuation allowance for certain state NOLs.

Net Income/Loss and Adjusted Net Income/(Loss)
In 2012, we reported a loss of $985 million, or $4.49 per share, compared with a loss of $152 million, or $0.70 per share, in 2011. Excluding the impact of markdowns related to the alignment of inventory with our prior strategy, restructuring and management transition charges, the impact of our Primary Pension Plan expense and the net gain on sale or redemption of non-operating assets, adjusted net income/(loss) (non-GAAP) went from net income of $207 million, or $0.94 per share, in 2011 to a loss of $766 million, or $3.49 per share, in 2012.

37


Financial Condition and Liquidity
 
Overview
Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents and access to our revolving credit facility. During 2013, we completed the following transactions to enhance our liquidity:

On February 8, 2013, we entered into an amended and restated credit facility (2013 Credit Facility) in an amount up to $1,850 million and during the first quarter of 2013, we borrowed $850 million under our 2013 Credit Facility of which $200 million was repaid during the third quarter of 2013. At the end of 2013, $650 million remained outstanding under our 2013 Credit Facility. The 2013 Credit Facility is an asset-based revolving credit facility that is guaranteed by J. C. Penney Company, Inc., and is secured by a perfected first-priority security interest in substantially all of our eligible credit card receivables, accounts receivable and inventory.
On May 22, 2013, we entered into a $2.25 billion five-year senior secured term loan that is guaranteed by J. C. Penney Company, Inc. and certain subsidiaries of JCP, and is secured by mortgages on certain real estate of JCP and the guarantors, in addition to substantially all other assets of JCP and the guarantors.
On October 1, 2013, we issued 84 million shares of common stock with a par value of $0.50 per share for net proceeds of $786 million.
We generated $143 million of cash from the sale of several non-operating assets.

During 2013, we used a portion of the proceeds from these financing initiatives to repay $256 million in long-term debt, invested $951 million in our operations through capital expenditures and used $594 million to restore inventory levels in basics and private branded categories during the year in support of the return to a promotional pricing strategy. We ended the year with $1,515 million of cash and cash equivalents, an increase of $585 million from the prior year. We have $694 million available under our 2013 Credit Facility for future borrowing, of which $509 million is currently accessible due to the limitation of the fixed charge coverage ratio. As of the end of 2013, our total available liquidity was in excess of $2.0 billion.
 
The following table provides a summary of our key components and ratios of financial condition and liquidity:
($ in millions) 
2013
 
2012
 
2011
Cash and cash equivalents
$
1,515

 
$
930

 
$
1,507

Merchandise inventory
2,935

 
2,341

 
2,916

Property and equipment, net
5,619

 
5,353

 
5,176

Total debt(1)
5,601

 
2,982

 
3,102

Stockholders’ equity
3,087

 
3,171

 
4,010

Total capital
8,688

 
6,153

 
7,112

Maximum capacity under our credit agreement
1,850

(2) 
1,750

 
1,250

Cash flow from operating activities
(1,814
)
 
(10
)
 
820

Free cash flow (non-GAAP)(3)
(2,746
)
 
(906
)
 
23

Capital expenditures
951

 
810

 
634

Dividends paid

 
86

 
178

Ratios:
 

 
 

 
 

  Debt-to-total capital(4)
64.5
%
 
48.5
%
 
43.6
%
  Cash-to-debt(5)
27.0
%
 
31.2
%
 
48.6
%
 
(1)
Total debt includes long-term debt, including current maturities, capital leases, note payable and our current borrowing under our 2013 Credit Facility.
(2)
On February 8, 2013, we entered into an amended and restated credit agreement which increased the size of our revolving credit facility to $1,850 million and provides an accordion feature that could potentially increase the size of the facility by an amount up to$400 million.
(3)
See Item 6, Selected Financial Data, for a discussion of this non-GAAP financial measure and reconciliation to its most directly comparable GAAP financial measure.
(4)
Total debt divided by total capitalization.
(5)
Cash and cash equivalents divided by total debt.




38




Free Cash Flow (Non-GAAP)
During 2013, free cash flow decreased $1,840 million to an outflow of $2,746 million compared to an outflow of $906 million in 2012. The decrease was primarily due to the decline in sales and resulting use of cash from operating activities during the period, increase in our inventory to restore inventory levels in basics and private branded categories during the year and increased capital expenditures slightly offset by the sale of operating assets.
 
Operating Activities
While a significant portion of our sales, profit and operating cash flows have historically been realized in the fourth quarter, our quarterly results of operations may fluctuate significantly as a result of many factors, including seasonal fluctuations in customer demand, product offerings, inventory levels and the impact of our strategy to return to profitable growth.
 
In 2013, cash flow from operating activities was an outflow of $1,814 million, a decrease of $1,804 million compared to an outflow of $10 million during the same period last year. The overall increased cash outflow from operations for 2013 related to a larger net loss for the period, the increase in cash used to restore inventory levels in basics and private branded categories during the year and cash used for the corresponding merchandise accounts payable. Our net loss as of the end of fiscal 2013 of $1,388 million included significant expenses and charges that did not impact operating cash flow including depreciation and amortization, restructuring and management transition charges, pension expense, loss on extinguishment of debt, an income tax benefit from income resulting from actuarial gains in other comprehensive income and asset impairments and other charges.
Merchandise inventory increased $594 million to $2,935 million, or 25.4%, as of the end of 2013 compared to $2,341 million as of the end of last year. Merchandise inventory increased due to re-stocking of basics and private branded categories during the year and to support the return of our promotional pricing strategy. Inventory turns for 2013, 2012 and 2011 were 2.65, 3.03 and 3.09 respectively.  Merchandise accounts payable decreased $214 million at the end of 2013 compared to 2012.

In 2012, cash flow from operating activities was an outflow of $10 million, a decrease of $830 million from the prior year. The decrease in operating cash flow was reflective of significantly reduced operating performance.  Our total year 2012 net loss of $985 million included significant expenses and charges that did not impact operating cash flow including depreciation and amortization, pension expense, and restructuring and management transition. We realized positive operating cash flow impacts from reduced operating expenses, reduced inventory levels, and specific steps taken to improve overall working capital.
 
In 2012, we realigned our merchandise and non-merchandise vendor payment schedule by changing the standard payment dates for most of our U.S. domestic vendors from approximately the fifth, fifteenth and twenty-fifth calendar days of each month to the first, second and third Mondays of each four week fiscal month and the first, third and fourth Mondays of each five week fiscal month. January 2013 was a five week fiscal month; consequently, the change in payment schedule resulted in the payment that would have been made in the last week of fiscal January 2013 being made in the first week of fiscal February 2013. We made this change to improve our cash position and align our vendor payment process to the process expected to be used after implementation of our new accounts payable system effective in the second quarter of 2013.  The positive effect of this vendor payment schedule change on 2012 operating cash flow was $129 million.  We  also deferred $85 million of payments to selected merchandise vendors from the fourth quarter of 2012 to the first quarter of 2013.  In addition, in the fourth quarter of 2012, we extended our private label credit card agreement and received a signing bonus and an advance of our 2013 gain share totaling $75 million in cash.
In 2011, cash flow from operating activities was an inflow of $820 million, an increase of $228 million from the prior year. In 2010, our cash flow from operating activities was impacted by a $392 million discretionary pension contribution which resulted in a tax benefit of $152 million, for a net use of cash of $240 million. Although operating performance was lower in 2011 as compared to 2010, this was offset as we managed inventories at lower levels during 2011.
 
Investing Activities
In 2013, investing activities was a cash outflow of $789 million compared to an outflow of $293 million for 2012. The increase in the cash outflow from investing activities was primarily a result of increased capital expenditures and a decrease in proceeds from the sale or redemption of non-operating and operating assets.
For 2013, capital expenditures were $951 million. At the end of the year, we also had an additional $25 million of accrued capital expenditures, which will be paid in subsequent periods. The capital expenditures for 2013 related primarily to the opening of the women’s and kid’s Joe Fresh® attractions in nearly 700 of our department stores, the opening of Disney® and giggleBabyTM in approximately 560 stores and extensive renovations in our home department in approximately 500 of our department stores. In addition, during 2013 we opened 60 Sephora inside JCPenney stores bringing the total to 446.

39


During 2013, we sold several non-operating assets for total net proceeds of $143 million consisting primarily of our investments in four real estate joint ventures, our remaining Simon REIT units, ten properties used in our former auto center operations and a leasehold interest in a former department store location.

In 2012, cash flow from investing activities was an outflow of $293 million compared to an outflow of $870 million for the same period in 2011.  The decrease in the cash outflow from investing activities was primarily a result of increased capital expenditures offset by proceeds from the sale or redemption of non-operating assets.
 
In 2012, capital expenditures were $810 million. Capital expenditures in 2012 included furniture and fixtures relating to men’s and women’s The Original Arizona Jean Co. shops, Levi’s shops and jcp shops; women’s Liz Claiborne shops and men’s Izod shops that launched in the third quarter of 2012.  During the year, we also opened 78 Sephora inside JCPenney stores and nine new department stores. 
 
In 2012, we received net proceeds of $526 million from the sale or redemption of non-operating assets including REIT shares or units, leveraged lease assets, investments in real estate joint ventures and a building used in our former drugstore operations.
 
In 2011, we invested $634 million in capital expenditures for renewals and modernizations, three new JCPenney department stores, 77 Sephora inside JCPenney locations, 423 MNG by Mango shops, 502 Call it Spring shops and the opening of 10 The Foundry Big and Tall Supply Co. stores.
 
In 2011, we purchased the worldwide rights for the Liz Claiborne® family of trademarks and related intellectual property and the U.S. and Puerto Rico rights for the monet family of trademarks and related intellectual property for a total purchase price of $268 million and invested $39 million through the purchase of 11 million newly issued shares of Class A common stock of Martha Stewart Living Omnimedia, Inc. (MSLO) and one share of MSLO preferred stock which gave us the right to designate two members of MSLO’s Board of Directors. These uses of cash were partially offset by the receipt of a $53 million cash distribution from one of our real estate joint ventures as a result of a refinancing transaction and a $3 million cash distribution from MSLO that was recorded as a return of investment.
 
The following provides a breakdown of capital expenditures: