jcpenney8k2192010.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 19, 2010

J. C. PENNEY COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation )

1-15274

(Commission File No.)

26-0037077

(IRS Employer

Identification No.)

6501 Legacy Drive

Plano, Texas

(Address of principal executive offices)

75024-3698

(Zip code)

Registrant's telephone number, including area code: (972) 431-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02

Results of Operations and Financial Condition.

J. C. Penney Company, Inc. (the “Company”) issued an earnings press release on February 19, 2010, announcing its fourth quarter 2009 results of operations and financial condition. This information is attached as Exhibit 99.1.

The press release provides certain information regarding free cash flow, adjusted operating income, adjusted income from continuing operations and adjusted earnings per share from continuing operations, all of which may be considered non-GAAP financial measures under the rules of the Securities and Exchange Commission. The press release includes a reconciliation of each such non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.

We define free cash flow as net cash provided by operating activities of continuing operations less capital expenditures and dividends paid, plus proceeds from sale of assets. We believe that 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 limited and does not represent remaining cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt maturities and other obligations or payments made for business acquisitions.

We define (i) adjusted operating income as operating income excluding the non-cash impact of the qualified pension plan and (ii) adjusted income from continuing operations and adjusted earnings per share from continuing operations as income from continuing operations and earnings per share from continuing operations, respectively, excluding the after-tax non-cash impact of the qualified pension plan. We believe that the presentation of adjusted operating income, adjusted income from continuing operations, and adjusted earnings per share from continuing operations, which our management use to assess our operating results, is useful in order to better understand the operating performance of our core business, provide enhanced visibility into our selling, general and administrative expense structure and to facilitate the comparison of our results to the results of our peer companies. Unlike our primary operating expenses, pension expense is determined using numerous complex assumptions about changes in pension assets and liabilities that are subject to factors that are beyond our control, such as market volatility. We believe it is useful to investors to understand the impact of the non-cash qualified pension expense on our results of operations, which provides more meaningful year-over-year comparisons.

We believe it is important to view each of these non-GAAP financial measures in addition to, rather than as a substitute for, the GAAP measures of cash flows from operating activities, operating income, income from continuing operations, and earnings per share from continuing operations, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 J. C. Penney Company, Inc. News Release issued February 19, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

J. C. PENNEY COMPANY, INC.

By:	/s/ Robert B. Cavanaugh Robert B. Cavanaugh Executive Vice President and

Chief Financial Officer

Date: February 19, 2010

Exhibit Number Description

99.1 J. C. Penney Company, Inc. News Release issued February 19, 2010

JCPENNEY REPORTS FOURTH QUARTER AND FULL YEAR 2009 FINANCIAL RESULTS;

COMPANY EXCEEDS EXPECTATIONS AND OBJECTIVES FOR THE YEAR

Provides Initial Outlook for Fiscal 2010

Fourth Quarter and 2009 Highlights

·	Fourth quarter earnings per share of $0.84

·	Adjusted Q4 earnings per share increased 21 percent versus last year

·	Adjusted Q4 operating income increased 28 percent versus last year

·	Q4 gross margin rate improved 360 basis points, full-year GM exceeds historic peak

·	Full-year free cash flow rises to over $800 million, reflecting Bridge Plan execution

·	Strong financial condition, cash and cash equivalents of $3.0 billion

PLANO, Texas, Feb. 19, 2010 -- J. C. Penney Company, Inc. (NYSE: JCP) today reported fiscal fourth quarter earnings and cash flow performance that were significantly better than expected. Earnings per share from continuing operations for the fourth quarter ended Jan. 30, 2010, were $0.84 compared with the most recent guidance for earnings per share to be in the range of $0.77 to $0.82. For the full year, earnings from continuing operations were $1.07 per share.

Adjusted operating income for the fourth quarter, which excludes the impact of the non-cash qualified pension plan expense, was $454 million and increased 27.9 percent compared with $355 million in last year’s fourth quarter. Fourth quarter adjusted income from continuing operations, excluding qualified pension expense, was $1.02 per share, an increase of 21.4 percent versus $0.84 per share in last year’s fourth quarter. Reconciliations of non-GAAP adjusted operating income and income from continuing operations to the nearest GAAP measure are included in this release.

Net income for this year’s fourth quarter and full year, including the impact of discontinued operations, was $0.84 and $1.08 per share, respectively. Free cash flow for 2009 was $806 million, an increase of $785 million compared to 2008. A reconciliation of non-GAAP free cash flow to the comparable GAAP measure is included in this release.

“JCPenney far exceeded its expectations and objectives for the year. By stepping up the style of the merchandise we offer customers and enhancing service in our stores, we were able to drive cash generation and profitability, in spite of the difficult economic climate,” said Myron E. (Mike) Ullman, III, chairman and chief executive officer. “Our disciplined approach to inventory planning, promotions and SG&A served us well, particularly in the fourth quarter with a planned lower sales volume. As a result, we were able to achieve new peak gross margin levels for the year, which led to better-than-expected profitability and cash flow generation.

“With this strong foundation in place, our focus for fiscal 2010 is driving top-line growth. We intend to deliver positive comparable store sales and market share growth as we leverage our position as a destination for affordable style and create a sense of discovery and excitement for our customers.”

Fourth Quarter Operating Performance

Total sales in the fourth quarter decreased 3.6 percent compared to last year, while comparable store sales decreased 4.5 percent. The strongest merchandise results were in women’s apparel and shoes, and geographically, the best performance was in the central region of the country. The weakest results were in the home division and the northwest region.

For the quarter, gross margin increased 360 basis points over last year to 38.2 percent of sales. SG&A expenses increased $21 million or 1.4 percent versus last year. As a percent of sales, SG&A expenses increased 140 basis points to 27.2 percent of sales with the rate impacted by lower sales volume. Total operating expenses were 31.3 percent of sales in the fourth quarter.

This year’s fourth quarter includes a non-cash qualified pension plan expense of $71 million, or $0.18 per share after-tax compared with a credit of $34 million or $0.10 per share after-tax in last year’s fourth quarter. As a percent of sales, fourth quarter adjusted operating income was 8.2 percent compared to 6.2 percent last year.

Full Year Operating Performance

For full year 2009, total sales decreased 5 percent compared to last year, while comparable store sales decreased 6.3 percent. The gross margin rate exceeded the Company’s previous historic peak and reached 39.4 percent. SG&A dollars decreased $13 million or 0.2 percent compared with last year.

Adjusted operating income excluding qualified pension plan expense decreased only $41 million or 4.1 percent. As a percent of sales, adjusted operating income increased to 5.5 percent versus 5.4 percent last year. Adjusted income from continuing operations was $1.86 per share compared with $2.17 per share last year.

Financial Condition

The Company’s financial position improved significantly during 2009, and the cash and cash equivalents balance as of fiscal year-end 2009 was $3.0 billion, an increase of $659 million over last year largely due to the $806 million of free cash flow during the year. Free cash flow, a non-GAAP measure, is defined as net cash provided by operating activities of continuing operations less capital expenditures and dividends paid, plus proceeds from sales of assets.

2010 Full Year Guidance

Management’s 2010 guidance is as follows:

·	Comparable store sales: expected to increase low single-digits.

·	Total sales: expected to increase 30 to 50 basis points less than the comparable store sales increase.

·	Gross margin rate: expected to be flat compared with 2009.

·	SG&A expenses: expected low single-digit percent increase in dollars.

·	Depreciation and amortization: approximately $515 million.

·	Interest expense: approximately $230 million.

·	Income tax rate: approximately 38 percent.

·	Average shares for EPS calculation: approximately 238 million common shares.

·	Earnings per share: expected to be approximately $1.55 per share.

·	Capital expenditures: expected to be approximately $500 million.

2010 First Quarter Guidance

Management’s guidance for the first quarter of 2010 is as follows:

·	Comparable store sales: flat to slightly positive.

·	Total sales: expected to be approximately 30 basis points lower than comparable sales.

·	Gross margin rate: expected to increase slightly versus last year’s first quarter.

·	SG&A expenses: expected dollar increase of approximately 2 percent.

·	Depreciation and amortization: approximately $122 million.

·	Interest expense: approximately $59 million.

·	Income tax rate: approximately 38 percent.

·	Average shares for EPS calculation: approximately 238 million common shares.

·	Earnings per share: expected to be in a range of $0.16 to $0.20 per share.

New Long Range Plan to be Announced at April Analyst Meeting

With its strong financial performance in 2009, JCPenney has successfully achieved the objectives of its Bridge Plan. Accordingly, the Company plans to announce new Long Range Plan initiatives and financial performance goals for the five-year period ending in 2014 at its Analyst Meeting in New York City on Apr. 20, 2010.

Conference Call/Webcast Details

Management will host a live conference call and real-time webcast today, Feb. 19, 2010, beginning at 9:30 a.m. ET. Access to the conference call is open to the press and general public in a listen only mode. To access the conference call, please dial (877) 407-0778 and reference the JCPenney Quarterly Earnings Conference Call. The telephone playback will be available for seven days beginning approximately two hours after the conclusion of the call by dialing (877) 660-6853, account code 286, and conference ID number 328510. The live webcast may be accessed via JCPenney’s Investor Relations page at www.jcpenney.net, or on www.InvestorCalendar.com and www.streetevents.com (for members). Replays of the webcast will be available for up to 90 days after the event.

For further information:

Investor Relations

Phil Sanchez; (972) 431-5575; psanc3@jcpenney.com

Teneka Ray; (972) 431-5026; tray4@jcpenney.com

Media Relations

Darcie Brossart or Kristin Hays; (972) 431-3400

jcpcorpcomm@jcpenney.com

Corporate Website

www.jcpenney.net

About JCPenney

JCPenney is one of America's leading retailers, operating 1,108 department stores throughout the United States and Puerto Rico, as well as one of the largest apparel and home furnishing sites on the Internet, jcp.com, and the nation's largest general merchandise catalog business. Through these integrated channels, JCPenney offers a wide array of national, private and exclusive brands which reflect the Company's commitment to providing customers with style and quality at a smart price. Traded as "JCP" on the New York Stock Exchange, the Company posted revenue of $17.6 billion in 2009 and is executing its strategic plan to be the growth leader in the retail industry. Key to this strategy is JCPenney's "Every Day Matters" brand positioning, intended to generate deeper, more emotionally driven relationships with customers by fully engaging the Company's approximately 150,000 Associates to offer encouragement, provide ideas and inspire customers every time they shop with JCPenney.

This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, which reflect the Company's current views of future events and financial performance, involve known and unknown risks and uncertainties that may cause the Company's actual results to be materially different from planned or expected results. Those risks and uncertainties include, but are not limited to, general economic conditions, including inflation, recession, unemployment levels, consumer spending patterns, credit availability and debt levels, changes in store traffic trends, the cost of goods, trade restrictions, changes in tariff, freight, paper and postal rates, changes in the cost of fuel and other energy and transportation costs, increases in wage and benefit costs, competition and retail industry consolidations, interest rate fluctuations, dollar and other currency valuations, risks associated with war, an act of terrorism or pandemic, and a systems failure and/or security breach that results in the theft, transfer or unauthorized disclosure of customer, employee or Company information. Please refer to the Company's most recent Form 10-K and subsequent filings for a further discussion of risks and uncertainties. Investors should take such risks into account when making investment decisions. We do not undertake to update these forward-looking statements as of any future date.

###

J. C. PENNEY COMPANY, INC. SUMMARY OF OPERATING RESULTS (Unaudited) (Amounts in millions except per share data)

			Three Months Ended			Twelve Months Ended
			Jan. 30,	Jan. 31,	% Inc.	Jan. 30,	Jan. 31,	% Inc.
			2010	2009	(Dec.)	2010	2009	(Dec.)
STATEMENTS OF OPERATIONS:
Total net sales			$ 5,550	$ 5,759	(3.6)%	$ 17,556	$ 18,486	(5.0)%
Gross margin			2,120	1,995	6.3%	6,910	6,915	(0.1)%
Operating expenses:
	Selling, general and administrative (SG&A)		1,509	1,488	1.4%	5,382	5,395	(0.2)%
	Qualified pension plan expense/(income)		71	(34)	100+%	298	(133)	100+%
	Supplemental pension plans expense		10	10	0.0%	39	43	(9.3)%
		Total pension expense/(income)	81	(24)	100+%	337	(90)	100+%
	Depreciation and amortization		131	126	4.0%	495	469	5.5%
	Pre-opening		1	5	(80.0)%	28	31	(9.7)%
	Real estate and other expense/(income)		15	11	36.4%	5	(25)	100+%
	Total operating expenses		1,737	1,606	8.2%	6,247	5,780	8.1%
Operating income			383	389	(1.5)%	663	1,135	(41.6)%
Net interest expense			65	61	6.6%	260	225	15.6%
Income from continuing operations
before income taxes			318	328	(3.0)%	403	910	(55.7)%
Income tax expense			120	120	0.0%	154	343	(55.1)%
Income from continuing operations			$ 198	$ 208	(4.8)%	$ 249	$ 567	(56.1)%
Discontinued operations, net of income tax
expense/(benefit) of $1, $(3), $1, and $(3)			2	3	(33.3)%	2	5	(60.0)%
Net income			$ 200	$ 211	(5.2)%	$ 251	$ 572	(56.1)%

Earnings per share from continuing
operations - diluted			$ 0.84	$ 0.94	(10.6)%	$ 1.07	$ 2.54	(57.9)%

Earnings per share - diluted			$ 0.84	$ 0.95	(11.6)%	$ 1.08	$ 2.57	(58.0)%

FINANCIAL DATA:
Comparable store sales (decrease)			(4.5)%	(10.8)%		(6.3)%	(8.5)%

Ratios as a percentage of sales:
	Gross margin		38.2%	34.6%		39.4%	37.4%
	SG&A expenses		27.2%	25.8%		30.7%	29.2%
	Total operating expenses		31.3%	27.8%		35.6%	31.3%
	Operating income		6.9%	6.8%		3.8%	6.1%
Effective income tax rate for continuing operations			37.8%	36.6%		38.2%	37.7%

COMMON SHARES DATA:
Outstanding shares at end of period			236.0	222.2		236.0	222.2
Average shares outstanding (basic shares)			236.0	222.1		232.0	222.0
Average shares used for diluted EPS			237.3	222.6		233.1	222.9

J. C. PENNEY COMPANY, INC.

SUMMARY BALANCE SHEETS AND STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in millions)

			Jan. 30,	Jan. 31,
			2010	2009
SUMMARY BALANCE SHEETS:
Cash in banks and in transit			$ 163	$ 167
Cash short-term investments			2,848	2,185
	Cash and cash equivalents		3,011	2,352
Merchandise inventory			3,024	3,259
Income taxes receivable			395	352
Prepaid expenses and other			222	257
Property and equipment, net			5,357	5,367
Other assets			572	424
	Total assets		$ 12,581	$ 12,011

Merchandise accounts payable			$ 1,226	$ 1,194
Other accounts payable and accrued expenses			1,630	1,600
Current maturities of long-term debt			393	-
Long-term debt			2,999	3,505
Long-term deferred taxes			817	599
Other liabilities			738	958
	Total liabilities		7,803	7,856
Stockholders' equity			4,778	4,155
	Total liabilities and stockholders' equity		$ 12,581	$ 12,011

			Twelve Months Ended
			Jan. 30,	Jan. 31,
			2010	2009
SUMMARY STATEMENTS OF CASH FLOWS:
Net cash provided by/(used in):
	Total operating activities		$ 1,576	$ 1,155
	Investing activities:
		Capital expenditures	(600)	(969)
		Proceeds from sale of assets	13	13
	Total investing activities		(587)	(956)
	Financing activities:
		Change in debt	(113)	(203)
		Financing costs	(32)	-
		Other changes in stock	1	1
		Dividends paid	(183)	(178)
	Total financing activities		(327)	(380)
Cash (paid)/received for discontinued operations			(3)	1
Net increase/(decrease) in cash and cash equivalents			659	(180)
Cash and cash equivalents at beginning of period			2,352	2,532
Cash and cash equivalents at end of period			$ 3,011	$ 2,352

J. C. PENNEY COMPANY, INC.

Reconciliation of Non-GAAP Financial Measures

(Unaudited)

(Amounts in millions except per share data)

ADJUSTED OPERATING INCOME EXCLUDING QUALIFIED PENSION
The following table reconciles operating income, the most directly comparable GAAP measure, to adjusted operating income, which excludes the impact of the qualified pension plan, a non-GAAP financial measure:

		Three Months Ended			Twelve Months Ended
		Jan. 30,	Jan. 31,	% Inc.	Jan. 30,	Jan. 31,	% Inc.
		2010	2009	(Dec.)	2010	2009	(Dec.)
Operating income		$ 383	$ 389	(1.5)%	$ 663	$ 1,135	(41.6)%
	As a percent of sales	6.9%	6.8%		3.8%	6.1%
Add/(deduct): Qualified pension plan expense/ (income)		71	(34)		298	(133)
Adjusted operating income (non-GAAP)		$ 454	$ 355	27.9%	$ 961	$ 1,002	(4.1)%
	As a percent of sales	8.2%	6.2%		5.5%	5.4%

ADJUSTED INCOME FROM CONTINUING OPERATIONS EXCLUDING QUALIFIED PENSION
The following table reconciles income from continuing operations, the most directly comparable GAAP measure, to adjusted income from continuing operations, which excludes the impact of the qualified pension plan, a non-GAAP financial measure:

		Three Months Ended			Twelve Months Ended
		Jan. 30,	Jan. 31,	% Inc.	Jan. 30,	Jan. 31,	% Inc.
		2010	2009	(Dec.)	2010	2009	(Dec.)
Income from continuing operations		$ 198	$ 208	(4.8)%	$ 249	$ 567	(56.1)%
	As a percent of sales	3.6%	3.6%		1.4%	3.1%
Earnings per share from continuing
	operations - diluted	$ 0.84	$ 0.94	(10.6)%	$ 1.07	$ 2.54	(57.9)%
Add/(deduct): Qualified pension plan expense/ (income) net of tax $27, $(12), $114, and $(50)		44	(22)		184	(83)
Adjusted income from continuing operations (non-GAAP)		$ 242	$ 186	30.1%	$ 433	$ 484	(10.5)%
	As a percent of sales	4.4%	3.2%		2.5%	2.6%
Adjusted earnings per share from continuing
	operations - diluted (non-GAAP)	$ 1.02	$ 0.84	21.4%	$ 1.86	$ 2.17	(14.3)%


FREE CASH FLOW
The following table reconciles net cash flow from operating activities, the most directly comparable GAAP measure, to free cash flow, a non-GAAP financial measure:
		Twelve Months Ended
		Jan. 30,	Jan. 31,	Inc.
		2010	2009	(Dec.)
Net cash provided by operating activities		$ 1,576	$ 1,155	$ 421
Less:
	Capital expenditures	(600)	(969)	369
	Proceeds from sale of assets	13	13	-
	Dividends paid	(183)	(178)	(5)
Free cash flow (non-GAAP)		$ 806	$ 21	$ 785