 
PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Financial Statements (Unaudited) July 29, 2023 and July 30, 2022 1 
 
 
 
Penney Intermediate Holdings LLC  Narrative Report    The following discussion, which presents results for the second quarter, should be read in conjunction with  the accompanying Consolidated Financial Statements and notes thereto. Unless otherwise indicated, all  references in Narrative are as of the date presented and the Company does not undertake any obligation to  update these numbers, or to revise or update any statement being made related thereto.    Second Quarter Update  Throughout the second quarter of Fiscal 2023, JCPenney maintained its commitment to serving working  families across America and continuing its transformational efforts. Recently, the Company introduced  its reinvigorated brand proposition, ‘Make It Count’ – to help customers make the most of life’s moments.  The brand proposition is rooted in four core pillars of the business and customer commitments which  include: making fashion truly accessible, providing a genuinely rewarding shopping experience at  JCPenney, standing with the Company’s communities, and acting on the Company’s core value of  treating others as you would want to be treated.  During the second quarter, net sales declined as the macroeconomic environment continued to put  pressure on consumer discretionary spending. Although total sales remain down in comparison to last  year, second quarter digital sales as a percent of total sales increased over prior year as enhancements to  the website continued to resonate with customers. Additionally, the frequency of customer visits to stores  increased over the same period last year by 350 bps. Credit income declined slightly reflecting the  continued health of the underlying customer portfolio and approval rates for new customers remained  strong throughout the quarter.  Merchandise gross profit rates improved 70 basis points for the quarter over last year with margin  expansion coming from both channels. Notable category margin improvements were seen in the areas  of Kids and Home. Customers continued to shift more of their purchases to the Company’s private-label  brands like St. John’s Bay and Stafford, further emphasizing the option of quality at a great value that  these brands provide. National brands continue to be an important part of the business and performed  well in the period with additional brand introductions planned for later this year. Disciplined  promotional and clearance activities coupled with a tight inventory management strategy continued to  benefit the bottom-line and improve the inventory position for the Company. Overall inventory was  down 14% over the same period last year.   Due in part to increased investments in infrastructure and growth-minded activities, selling, general, and  administrative costs increased slightly over prior year. To offset these planned investments, the  Company remains committed to driving greater efficiencies and reducing discretionary spend.  Restructuring charges in the period were primarily one-time, non-cash charges related to the transition  of JCP Beauty that were offset by one-time gains recorded during the period. As a result of margin  improvement efforts and continued expense discipline, the Company recorded net income of $36M  during the period.  In the second quarter, the Company generated operating cash flow as measured by Adjusted EBITDA  of $92M, enabling continued self-funding of capital investments. Capital investments during the period  totaled $76M, furthering the efforts to transform our store and omni-channel experience for customers.  In early September, the Company announced a commitment to reinvest $1 billion in the business by  Fiscal Year 2025. The investments are focused on strengthening the customer experience through  enhanced digital capabilities, in-store physical and technology upgrades, and optimizing merchandising  and supply chain. This reinvestment will build on key areas of transformation already completed.  The Company continues to prioritize maintaining a very healthy balance sheet with significant liquidity.  As of the end of the second quarter the Company had over $1.7B liquidity, long-term debt of less than  $500M, and one of the lowest debt leverage ratios in the retail industry.     
 
 
 
PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Financial Statements  (Unaudited) July 29, 2023 and July 30, 2022 Table of Contents Page Consolidated Statements of Comprehensive Income 3 Consolidated Balance Sheets 5 Consolidated Statements of Member’s Equity 6 Consolidated Statements of Cash Flows 7 Notes to the Consolidated Financial Statements 8 2 
 
 
 
PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Comprehensive Income (Unaudited) (In millions) Three Months Ended  July 29, 2023 Three Months Ended  July 30, 2022 Total net sales $ 1,610 $ 1,790  Credit income 71 80  Total revenues 1,681 1,870  Costs and expenses/(income): Cost of goods sold (exclusive of depreciation and amortization shown  separately below) 989 1,096  Selling, general and administrative 601 599  Depreciation and amortization 40 56  Real estate and other, net (1) (4)  Restructuring, impairment, store closing and other costs (3) 4  Total costs and expenses 1,626 1,751  Operating income 55 119  Net interest expense 17 14  Income before income taxes 38 105  Income tax expense 2 1  Net income $ 36 $ 104  Other comprehensive income (loss): Currency translation adjustment — (1)  Comprehensive income $ 36 $ 103  See accompanying Notes to Consolidated Financial Statements (Unaudited). 3 
 
 
 
PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Comprehensive Income (Continued) (Unaudited) (In millions) Six Months Ended  July 29, 2023 Six Months Ended  July 30, 2022 Total net sales $ 3,099 $ 3,444  Credit income  144  190  Total revenues  3,243  3,634  Costs and expenses/(income): Cost of goods sold (exclusive of depreciation and amortization shown  separately below)  1,898  2,108  Selling, general and administrative  1,198  1,192  Depreciation and amortization  78  111  Real estate and other, net  (1)  (6)  Restructuring, impairment, store closing and other costs  14  6  Total costs and expenses  3,187  3,411  Operating income  56  223  Net interest expense  34  27  Income before income taxes  22  196  Income tax expense  3  3  Net income $ 19 $ 193  Other comprehensive income (loss): Currency translation adjustment  (1)  (2)  Comprehensive income $ 18 $ 191  See accompanying Notes to Consolidated Financial Statements (Unaudited). 4 
 
 
 
PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Balance Sheets (Unaudited) (In millions) July 29, 2023 July 30, 2022 Assets Current assets:  Cash and cash equivalents $ 319 $ 157   Merchandise inventory 1,783 2,082   Prepaid expenses and other assets 239 285   Total current assets 2,341 2,524  Property and equipment, net 991 833  Operating lease assets 1,650 1,579  Financing lease assets 84 79  Other assets 256 298   Total assets $ 5,322 $ 5,313  Liabilities and member’s equity Current liabilities:  Merchandise accounts payable $ 462 $ 460   Other accounts payable and accrued expenses 522 549   Current operating lease liabilities 70 46   Current financing lease liabilities 3 3   Current portion of long-term debt, net 11 6   Total current liabilities 1,068 1,064  Noncurrent operating lease liabilities 1,828 1,771  Noncurrent financing lease liabilities 92 82  Long-term debt 480 486  Other liabilities 102 156   Total liabilities 3,570 3,559  Member’s equity Member’s contributions 300 300  Profits interest plan 5 2  Accumulated other comprehensive loss (5) (4) Reinvested earnings 1,452 1,456  Total member’s equity 1,752 1,754  Total liabilities and member’s equity $ 5,322 $ 5,313  See accompanying Notes to Consolidated Financial Statements (Unaudited). 5 
 
 
 
PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Member’s Equity (Unaudited) Six Months Ended July 30, 2022 (In millions) Member’s  Contributions/  (Distributions) Profits  Interest Plan  Grants/  (Distributions) Accumulated  Other  Comprehensive  Income/ (Loss) Reinvested  Earnings Total  Member's  Equity January 29, 2022 $ 300 $ 1 $ (2) $ 1,317 $ 1,616  Member tax distributions  —  —  —  (54)  (54)  Net income  —  —  —  193  193  Currency translation adjustment  —  —  (2)  —  (2)  Profits interest plan grants  —  1  —  —  1  July 30, 2022 $ 300 $ 2 $ (4) $ 1,456 $ 1,754  Six Months Ended July 29, 2023 (In millions) Member’s  Contributions/  (Distributions) Profits  Interest Plan  Grants/  (Distributions) Accumulated  Other  Comprehensive  Income/ (Loss) Reinvested  Earnings Total  Member's  Equity January 28, 2023 $ 300 $ 3 $ (4) $ 1,440 $ 1,739  Member tax distributions  —  —  —  (7)  (7)  Net income  —  —  —  19  19  Currency translation adjustment  —  —  (1)  —  (1)  Profits interest plan grants  —  2  —  —  2  July 29, 2023 $ 300 $ 5 $ (5) $ 1,452 $ 1,752  See accompanying Notes to Consolidated Financial Statements (Unaudited). 6 
 
 
 
PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Cash Flows (Unaudited) Year-to-Date Year-to-Date (In millions) July 29, 2023 July 30, 2022 Cash flows from operating activities: Net income $ 19 $ 193  Adjustments to reconcile net income to net cash provided (used) by operating  activities: Gain on asset disposition  (1)  (6)  Restructuring, impairment, store closing and other costs, non-cash  4  2  Gain on insurance proceeds received for damage to property  —  (1)  Depreciation and amortization  78  111  Change in cash from operating assets and liabilities: Merchandise inventory  57  (429)  Prepaid expenses and other assets  (30)  (13)  Merchandise accounts payable  198  147  Other accounts payable, accrued expenses and other liabilities  (9)  (134)  Net cash provided (used) by operating activities  316  (130)  Cash flows from investing activities: Capital expenditures  (137)  (69)  Proceeds from sale of real estate assets  2  14  Insurance proceeds received for damage to property and equipment  —  2  Net cash used by investing activities  (135)  (53)  Cash flows from financing activities: Payments of long-term debt  (4)  —  Proceeds from borrowings under the revolving credit facility  16  —  Payments of borrowings under the revolving credit facility  (16)  —  Member tax distributions  (7)  (54)  Repayments of principal portion of finance leases  (2)  (2)  Net cash used by financing activities  (13)  (56)  Net increase (decrease) in cash and cash equivalents  168  (239)  Cash and cash equivalents at beginning of period  151  396  Cash and cash equivalents at end of period $ 319 $ 157  See accompanying Notes to Consolidated Financial Statements (Unaudited). 7 
 
 
 
PENNEY INTERMEDIATE HOLDINGS LLC Notes to Consolidated Financial Statements (Unaudited) 1. Basis of Presentation and Consolidation These Consolidated Financial Statements (Unaudited) have been prepared in accordance with generally accepted accounting  principles in the United States. The accompanying Consolidated Financial Statements (Unaudited), in the Company's opinion,  include all material adjustments necessary for a fair presentation and should be read in conjunction with the Audited  Consolidated Financial Statements and notes thereto for the fiscal year ended January 28, 2023. The same accounting policies  are followed to prepare quarterly financial statements as are followed in preparing annual financial statements. A description of  such significant accounting policies is included in the notes to the Audited Consolidated Financial Statements.  The Consolidated Financial Statements (Unaudited) present the results of the Company and its subsidiaries. All significant  inter-company transactions and balances have been eliminated in consolidation. Certain amounts may have been reclassified to  conform with current year presentation, if necessary.  The company is currently impacted by uncertain economic conditions including inflation and labor shortages. Because of these  uncertain economic conditions and the seasonal nature of the retail business, operating results for interim periods are not  necessarily indicative of the results that may be expected for the full year.  Fiscal Year The Company’s fiscal year consists of the 52-week period ending on the Saturday closest to January 31. Every sixth year, the  Company's fiscal year consists of 53 weeks ending on the Saturday closest to January 31. As used herein, “three months ended  July 29, 2023” refers to the 13- week period ended July 29, 2023, and “three months ended July 30, 2022” refers to the 13-  week period ended July 30, 2022. Fiscal 2023 and 2022 consist of the 53-week period ending February 3, 2024 and the 52-week  period ending January 28, 2023, respectively. 2. Long-Term Debt (In millions) July 29, 2023 July 30, 2022 Issue: ABL Term Loan 336 340  ABL FILO Loan 160 160 Total debt 496 500  Unamortized debt issuance costs (5) (8)  Less: current maturities (11) (6)  Total long-term debt $ 480 $ 486  3. Revolving Credit Facility The Company is subject to a borrowing base under the $1,750 million senior secured asset-based revolving credit facility  (“Revolving Credit Facility”). As of July 29, 2023, the Company had $1,750 million available for borrowing, with no  borrowings outstanding and $181 million reserved for outstanding standby letters of credit.  After taking into account  minimum availability requirements, the Company had $1,394 million available for future borrowings.  4. Litigation and Other Contingencies The Company is subject to various legal and governmental proceedings involving routine litigation incidental to its business.  While no assurance can be given as to the ultimate outcome of these matters, the Company currently believes that the final  resolution of these actions, individually or in the aggregate, will not have a material adverse effect on results of operations,  financial position, liquidity or capital resources. 8 
 
 
 
5. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through September 12, 2023, the date at which  the financial statements were available to be issued. 9 
 
 
 
STATEMENT OF CONSOLIDATED ADJUSTED EBITDA  (follows this page) 
 
 
 
              PENNEY INTERMEDIATE HOLDINGS LLC  Statement of Consolidated Adjusted EBITDA  For the Six Months Ended July 29, 2023        (In millions)   Net income $ 19   Plus:   Net interest expense  34   Income tax expense  3   Depreciation and amortization  78   Restructuring, impairment, store closing and other costs  14   Minus:   Real estate and other, net  (1)  Consolidated adjusted EBITDA $ 147     Prepared in accordance with the definition of Consolidated Adjusted EBITDA per Section 1.1 of the Credit and  Guaranty Agreement dated December 7, 2020.  
 
 
 
                                                  STORE REPORTING PACKAGE  (follows this page)  
 
 
 
Quarterly Reporting Package 9/12/2023 Property Ownership # of Properties Square  Feet Tenant's Sales per  Square Foot Tenant's Four-Wall EBITDAR Rent Tenant's Four Wall  EBITDA Tenant's Four-Wall  EBITDAR / Rent Fee 111 14,501,036 $18 $43,500,207 $26,904,875 $16,595,332 1.6 Ground Lease 21 2,964,686 $24 $13,255,990 $7,070,781 $6,185,209 1.9 Total 132 17,465,722 $19 $56,756,197 $33,975,656 $22,780,541 1.7 Rent Tier (B) # of Properties Square  Feet 1   >   $ 2.3 33 4,172,279 2   >   $ 1.9 33 4,433,576 3   >   $ 1.7 33 4,332,709 4   <   $ 1.7 33 4,527,158 Total 132 17,465,722 (A) Reflects financial activity from April 30, 2023 through July 29, 2023 (Fiscal Q2 2023) (B)  Rent tier determined based on book Occupancy Expense per square foot Rent : includes book Rent, Ground Leases, Contingent Rent, CAM & accrued Real Estate Taxes EBITDA : Tenant's Unallocated Store Contribution Profit, uses book rent EBITDAR : excludes Occupancy included in calculation of EBITDA Fiscal Quarter Ended July 29, 2023(A) Fiscal Quarter Ended July 29, 2023(A) Page 1 
 
 
 
Quarterly Reporting Package 9/12/2023 Tenant's Sales per  Square Foot Tier # of Properties Square  Feet Tenant's Sales per  Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall  EBITDAR to Sales Tenant's Four Wall  EBITDA Tenant's Four-Wall  EBITDAR / Rent >   $22.4 33 3,887,848 $31 20.8% 2.3                               >  $17.8 33 4,449,711 $20 17.5% 1.7                               >  $14.2 33 4,467,966 $16 14.0% 1.3                               <  $14.2 33 4,660,197 $11 12.1% 1.0                               Total 132 17,465,722 $19 $56,756,197 17.1% 22,780,541 1.7                               EBITDAR / Rent Tier(B) # of Properties Square  Feet Tenant's Sales per  Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall  EBITDAR to Sales Tenant's Four Wall  EBITDA Tenant's Four-Wall  EBITDAR / Rent > {2.0}x 36 4,008,073 $25 21.9% 2.7                               < ={2.0}x 96 13,457,649 $17 14.9% 1.3                               Total 132 17,465,722 $19 $56,756,197 17.1% 22,780,541 1.7                               (A) Reflects financial activity from April 30, 2023 through July 29, 2023 (Fiscal Q2 2023) (B) Stratifications consolidated due to insufficient store count Fiscal Quarter Ended July 29, 2023(A) Fiscal Quarter Ended July 29, 2023(A) Page 2 
 
 
 
Quarterly Reporting Package 9/12/2023 Property Ownership # of Properties Square  Feet Tenant's Sales per  Square Foot Tenant's Four-Wall EBITDAR Rent Tenant's Four Wall  EBITDA Tenant's Four-Wall  EBITDAR / Rent Fee 111 14,501,036 $78 $163,720,531 $107,033,404 $56,687,127 1.5 Ground Lease 21 2,964,686 $100 $48,899,122 $28,506,570 $20,392,552 1.7 Total 132 17,465,722 $82 $212,619,653 $135,539,974 $77,079,679 1.6 Rent Tier (A) # of Properties Square  Feet Tenant's Sales per  Square Foot Tenant's Four-Wall EBITDAR Rent Tenant's Four Wall  EBITDA Tenant's Four-Wall  EBITDAR / Rent 1   >   $ 9.2 33 4,172,279 $117 $84,298,644 $47,391,754 1.8 2   >   $ 7.4 33 4,327,599 $82 $56,470,844 $35,815,866 1.6 3   >   $ 6.5 33 4,566,376 $78 $46,902,197 $31,924,554 1.5 4   <   $ 6.5 33 4,399,468 $53 $24,947,968 $20,407,801 1.2 Total 132 17,465,722 $82 $212,619,653 $135,539,974 $77,079,679 1.6 (A)  Rent tier determined based on book Occupancy Expense per square foot (B)  Reflects financial activity from July 31, 2022 through July 29, 2023  (TTM July 2023) Rent : includes book Rent, Ground Leases, Contingent Rent, CAM & accrued Real Estate Taxes EBITDA : Tenant's Unallocated Store Contribution Profit, uses book rent EBITDAR : excludes Occupancy included in calculation of EBITDA Trailing 12 Months(B) Trailing 12 Months(B) Page 3 
 
 
 
Quarterly Reporting Package 9/12/2023 Tenant's Sales per  Square Foot Tier # of Properties Square  Feet Tenant's Sales per  Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall  EBITDAR to Sales Tenant's Four Wall  EBITDA Tenant's Four-Wall  EBITDAR / Rent >   $99.5 33 3,887,848 $128 18.1% 2.1                               >  $79 33 4,328,020 $88 15.2% 1.6                               >  $62.6 33 4,445,979 $71 13.2% 1.3                               <  $62.6 33 4,803,875 $50 9.6% 0.9                               Total 132 17,465,722 $82 $212,619,653 14.8% $77,079,679 1.6                               EBITDAR / Rent Tier(B) # of Properties Square  Feet Tenant's Sales per  Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall  EBITDAR to Sales Tenant's Four Wall  EBITDA Tenant's Four-Wall  EBITDAR / Rent > {2.0}x 34 3,810,133 $109 19.3% 2.6                               > {1.0}x 69 9,125,431 $83 14.5% 1.5                               < {1.0}x 29 4,530,158 $58 8.6% 0.7                               Total 132 17,465,722 $82 $212,619,653 14.8% $77,079,679 1.6                               (B) Reflects financial activity from July 31, 2022 through July 29, 2023 (TTM July 2023) (B) Stratifications consolidated due to insufficient store count Trailing 12 Months(A) Trailing 12 Months(A) Page 4 
 
 
 
Quarterly Reporting Package Master Lease Guarantor Operating Performance Fiscal Quarter Ended  July 29, 2023(A) Trailing 12 Months as  of July 29, 2023(C) -10.1% -7.3% Yes N/A $1,639 N/A Fiscal Quarter Ended  July 29, 2023(A) Trailing 12 Months as  of July 29, 2023(C) 205 205 459 459 81.1 81.1 (A) Reflects financial activity from April 30, 2023 through July 29, 2023 (Fiscal Q2 2023) ( B) Per Consolidated Financial Statements of Penney Intermediate Holdings LLC as of July 29, 2023 ( C) Reflects financial activity from July 31, 2022 through July 29, 2023 (TTM July 2023) End of period number of stores - space leased Gross square footage of stores (in millions) Key Financial and Performance Metrics Comparable store sales percent increase/(decrease) for Master Lease Properties(B) Liquid assets covenant compliance (as defined in the Master Leases) Tangible net worth (as defined in the Master Leases - in millions)( B) Key Portfolio Metrics End of period number of stores - fee owned and ground leased Page 5