J. C. Penney Company, Inc. (the Company) issued an earnings press
release on May 12, 2017, announcing its 2017 first quarter
results of operations and financial condition. The full text of
the press release is attached as Exhibit 99.1.

The press release and accompanying schedules provide certain
information regarding (i) earnings before net interest expense,
income tax expense/(benefit) and depreciation and amortization
(EBITDA), (ii) adjusted EBITDA, (iii) adjusted net income/(loss),
(iv) adjusted earnings/(loss) per share – diluted and (v) free
cash flow, all of which may be considered non-GAAP financial
measures under the rules of the Securities and Exchange
Commission. A reconciliation of each such non-GAAP financial
measure to the most directly comparable financial measure
calculated and presented in accordance with GAAP is included with
the release.

The Company defines (i) EBITDA as net income/(loss) excluding net
interest expense (including the (gain)/loss on extinguishment of
debt), income tax expense/(benefit) and depreciation and
amortization, (ii) adjusted EBITDA as EBITDA excluding
restructuring and management transition charges, the impact of
the Companys qualified defined benefit pension plan, the net gain
on the sale of non-operating assets and the proportional share of
net income from the Companys joint venture formed to develop the
excess property adjacent to the Companys Home Office in Plano,
Texas (Home Office Land Joint Venture), (iii) adjusted net
income/(loss) as net income/(loss) excluding restructuring and
management transition charges, the impact of the Companys
qualified defined benefit pension plan, the (gain)/loss on
extinguishment of debt, the net gain on the sale of non-operating
assets, the proportional share of net income from the Home Office
Land Joint Venture and the tax impact for the allocation of tax
expense to other comprehensive income related to the Companys
qualified defined benefit pension plan and interest rate swaps
and (iv) adjusted earnings/(loss) per share – diluted as
earnings/(loss) per share – diluted excluding restructuring and
management transition charges, the impact of the Companys
qualified defined benefit pension plan, the (gain)/loss on
extinguishment of debt, the net gain on the sale of non-operating
assets, the proportional share of net income from the Home Office
Land Joint Venture and the tax impact for the allocation of tax
expense to other comprehensive income related to the Companys
qualified defined benefit pension plan and interest rate swaps.
Unlike other operating expenses, restructuring and management
transition charges, the (gain)/loss on extinguishment of debt,
the net gain on the sale of non-operating assets, the
proportional share of net income from the Home Office Land Joint
Venture and the tax impact for the allocation of tax expense to
other comprehensive income related to the Companys qualified
defined benefit pension plan and interest rate swaps are not
directly related to the Companys ongoing core business
operations, which consists of selling merchandise and services to
consumers through the Companys department stores and the Companys
website at jcpenney.com. Pension plan expense/(income) is
determined using numerous complex assumptions about changes in
pension assets and liabilities that are subject to factors beyond
the Companys control, such as market volatility. Accordingly, the
Company eliminates pension plan expense/(income) in its entirety
as the Company views all components of net periodic benefit
expense/(income) as a single, net amount, consistent with its
presentation in the Companys consolidated financial statements.
The Company believes that the presentation of these non-GAAP
financial measures, which management uses to assess the Companys
operating results, is useful in order to better understand the
Companys financial performance and facilitate the comparison of
the Companys results to the results of its peer companies.

The Company defines free cash flow as cash flow from operating
activities less capital expenditures, plus proceeds from the sale
of operating assets. The Company believes that free cash flow is
a relevant indicator of its ability to repay maturing debt,
revise its dividend policy or fund other uses of capital that the
Company believes 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 payments required for debt maturities, payments
made for business acquisitions or required pension contributions,
if any.

The Company believes 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 net income/(loss),
earnings/(loss) per share – diluted, and cash flow from operating
activities, respectively.