Obligation J.C. Penney Corporation 5.65% ( US708130AD14 ) en USD

J.C. Penney Corporation

100 % ▲

Etas-Unis

US708130AD14 ( en USD )

5.65% par an ( paiement semestriel )

01/06/2020 - Obligation échue

Prospectus brochure de l'obligation J.C. Penney Corporation US708130AD14 en USD 5.65%, échue

1 000 USD

400 000 000 USD

708130AD1

N/A

L'Obligation émise par J.C. Penney Corporation ( Etas-Unis ) , en USD, avec le code ISIN US708130AD14, paye un coupon de 5.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2020

Definitive Prospectus Supplement
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424B5 1 d424b5.htm DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of
to Be
Offering Price
Aggregate
Amount of
Securities to Be Registered
Registered
Per Unit
Offering Price
Registration Fee(1)
5.65% Senior Notes due June 1, 2020
$400,000,000
99.719%
$398,876,000
$28,440

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
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Filed pursuant to Rule 424(b)(5)
SEC File Nos. 333-166241
and 333-166241-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 22, 2010)

$400,000,000

J. C. Penney Corporation, Inc.
5.65% Senior Notes due June 1, 2020
Co-Obligation of
J. C. Penney Company, Inc.

This is an offering of an aggregate of $400,000,000 5.65% Senior Notes due June 1, 2020, which we refer to as
the "notes." We will pay interest on the notes on June 1 and December 1 of each year beginning December 1,
2010. The notes will bear interest at a rate of 5.65% per year and will mature on June 1, 2020.
Upon the occurrence of a Change of Control Triggering Event (as defined herein), we will be required to make an
offer to purchase the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to
the date of repurchase.
For a more detailed description of the above provision and the notes generally, see "Description of Notes"
beginning on page S-6 of this prospectus supplement.
We have made application to have the notes listed on The New York Stock Exchange.
Investing in the notes involves risks. See the "Risk Factors" section in our Annual Report on Form 10-K
for the fiscal year ended January 30, 2010 and the "Risk Factors" section beginning on page S-4 of this
prospectus supplement.

Underwriting
Discounts
Price to the
and
Proceeds to

Public (1)

Commissions
Company (2)
Per note

99.719%
1.750%
97.969%
Total

$398,876,000
$
7,000,000
$391,876,000
(1) Plus accrued interest, if any, from May 24, 2010.
(2) Before deduction of expenses payable by the Company, estimated at $350,000.
Delivery of the notes will be made in book-entry form only through the facilities of The Depository Trust Company
on or about May 24, 2010, against payment therefor in immediately available funds.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement and the accompanying
prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

Joint Book-Running Managers

BARCLAYS CAPITAL

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BOFA MERRILL LYNCH

J.P. MORGAN

WELLS FARGO SECURITIES
Co-Managers

BNY MELLON CAPITAL MARKETS, LLC
HSBC

US BANCORP

THE WILLIAMS CAPITAL GROUP, L.P.
The date of this prospectus supplement is May 18, 2010.
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TABLE OF CONTENTS

Prospectus Supplement

Prospectus

Summary
S-1
Important Information About This Prospectus

1
Risk Factors
S-4
Where You Can Find More Information

1
Use of Proceeds
S-5
Incorporation by Reference

1
Capitalization
S-5
Cautionary Statement Regarding Forward-Looking
Description of Notes
S-6
Statements

2
Material U.S. Federal Income Tax
S-
The Company

3
Considerations
10
Use of Proceeds

3
Underwriting
S-
Description of Securities

3
14
Capital Stock

3
Legal Matters
S-
Debt Securities

7
15
Legal Matters
14

Experts
14

This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this notes
offering. The second part, the accompanying prospectus, gives more general information, some of which may not apply to
this offering. If the description of the offering varies between this prospectus supplement and the accompanying prospectus,
you should rely on the information in this prospectus supplement.
You should rely only on the information contained in this document, including the information incorporated by
reference, or to which we have referred you. Neither we nor the underwriters have authorized anyone to provide you with
information that is different. Before purchasing any notes, you should carefully read both this prospectus supplement and the
accompanying prospectus, together with the additional information described under the heading "Incorporation by
Reference" in the accompanying prospectus. This document may only be used where it is legal to sell these securities. You
should not assume that the information contained in this prospectus supplement or the accompanying prospectus is accurate
as of any date other than the respective dates of the prospectus supplement or the accompanying prospectus.
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SUMMARY
This summary highlights information more fully described elsewhere in this prospectus supplement and the
accompanying prospectus. Because this is a summary, it is not complete and does not contain all of the information that you
should consider before investing in the notes. Before deciding to invest in the notes, you should carefully read this prospectus
supplement and the accompanying prospectus, including the SEC filings that we have incorporated by reference into the
prospectus, including the consolidated financial statements and notes thereto and the "Risk Factors" section in our Annual
Report on Form 10-K for the fiscal year ended January 30, 2010, and the "Risk Factors" section in this prospectus
supplement beginning on page S-4.
Company Overview
JCPenney was founded by James Cash Penney in 1902 and has grown to be a major retailer with fiscal 2009 sales of
$17.6 billion. We currently operate 1,109 JCPenney department stores in 49 states and Puerto Rico. Our business consists of
selling merchandise and services to consumers through our department stores and Direct (Internet/catalog) channels.
Department stores and Direct 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, via the Internet and through catalogs. We market family
apparel and footwear, accessories, fine and fashion jewelry, beauty products through Sephora inside JCPenney and home
furnishings. In addition, our department stores provide customers with services such as styling salon, optical, portrait
photography and custom decorating.
On January 27, 2002, J. C. Penney Company, Inc. was reorganized into a holding company structure. As part of this
restructuring, the former J. C. Penney Company, Inc. changed its name to "J. C. Penney Corporation, Inc." and became a
wholly-owned subsidiary of a newly formed affiliated holding company. The new holding company assumed the name "J. C.
Penney Company, Inc.," and is referred to in this prospectus supplement as the "Co-Obligor." J. C. Penney Corporation, Inc.
is referred to in this prospectus supplement as the "Issuer."
The Co-Obligor is a holding company that derives its operating income and cash flow from the Issuer. The Co-Obligor
is also the co-obligor or guarantor, as the case may be, on all other outstanding debt of the Issuer which has been registered
with the Securities and Exchange Commission, referred to in this prospectus supplement as the "SEC." The Co-Obligor and
its consolidated subsidiaries, including the Issuer, are collectively referred to in this prospectus supplement as "we," "us,"
"our," "JCPenney" or the "Company," unless indicated otherwise.
Our principal offices are located at 6501 Legacy Drive, Plano, Texas 75024. Our telephone number is (972) 431-1000.
We maintain a web site on the Internet at www.jcpenney.net. Our web site, and the information contained on it, are not part of
this prospectus supplement or the accompanying prospectus.
Recent Developments
Financial Expectations for 2010-2014
We recently announced new five-year operational and financial targets, which reflect a focus on driving profitable, top-
line growth and expanding market share by executing the four strategies of our updated 2010-2014 Long Range Plan. These
strategies include: (1) becoming America's favorite retail destination for apparel, accessories and home fashion;
(2) consistently delighting our customers with our merchandise and our service; (3) becoming the preferred choice for a retail
career; and (4) establishing JCPenney as the growth leader in our industry.
Our financial targets and expectations under our updated Long Range Plan include:

· total sales increasing over $5 billion to reach approximately $23 billion by the end of fiscal 2014;

· gross margin increasing to approximately 40 percent of sales, total operating expenses declining as a percent of

sales, and operating income as a percent of sales increasing steadily over the five-year period to approximately 9 to
10 percent by 2014;

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· a 25 percent compounded annual growth rate for earnings per share, adjusted for pension expense impact, over the

four year period beginning in 2011, bringing expected earnings per share for 2014 to over $5.00;

· cash flow increasing from approximately $200 million in 2010 to $500 million in 2014;

· an increase in capital expenditure levels over the period to include new store growth as the commercial real estate

market and consumer economy recover; and

· returns on capital and financial leverage metrics in alignment with retail industry leaders at the end of the five-year

period.
First Quarter Results
Total sales for the three months ended May 1, 2010 increased 1.2% compared to last year's first quarter, while
comparable store sales increased 1.3%.
Earnings per share for the first quarter were $0.25 compared to $0.11 per share last year. Net income for this year's first
quarter was $60 million versus $25 million last year.
Gross margin as a percent of sales for the quarter increased 90 basis points to 41.4%. Selling, general and administrative
expenses for the quarter increased by $34 million versus last year, primarily due to new store openings and minimum wage
increases that have occurred since the first quarter of 2009. Total qualified pension plan expense was $55 million compared
to $81 million in last year's first quarter. Operating income for the first quarter was $155 million, or 3.9% of sales.
Interest expense for the quarter was $59 million, and the effective tax rate was 37.5%.
Tender Offer for Debt Securities
On April 26, 2010, we commenced a cash tender offer to purchase up to $300 million aggregate principal amount of our
outstanding debt securities in the priority and upon the terms and subject to the conditions set forth in an Offer to Purchase,
dated April 26, 2010, and a related Letter of Transmittal. The tender offer will expire on May 21, 2010, unless extended by
us. Barclays Capital Inc. and J.P. Morgan Securities Inc. are acting as dealer managers in connection with the tender offer.
There can be no assurances that the tender offer will be consummated. Nothing in this prospectus supplement should be
construed as an Offer to Purchase any of our currently outstanding debt securities.

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The Offering
Issuer
J. C. Penney Corporation, Inc.

Co-Obligor
J. C. Penney Company, Inc.
Securities Offered
$400,000,000 aggregate principal amount of 5.65% Senior Notes due June 1,
2020 (the notes).
Issue Price
99.719%
Interest
Interest on the notes will accrue at 5.65% per annum.
Interest Payment Dates
Interest on the notes will accrue from May 24, 2010. Interest on the notes will
be payable semi-annually in cash on June 1 and December 1 of each year,
commencing December 1, 2010.
Ranking
The notes will be senior, unsecured obligations of the Issuer and the Co-
Obligor ranking equally in right of payment with other senior unsecured
indebtedness of the Issuer and the Co-Obligor.
Repurchase
Upon the occurrence of a Change of Control Triggering Event (as defined
herein), we will be required to make an offer to purchase the notes at a price
equal to 101% of their principal amount, plus accrued and unpaid interest to
the date of repurchase. See "Description of Notes--Change of Control."
Further Issuances
We reserve the right, from time to time, without the consent of the holders of
the notes, to issue additional notes of the same series on terms and conditions
substantially identical to those of the notes (except for the issue date and price
to public), which additional notes shall increase the aggregate principal
amount of, and shall be consolidated and form a single series with, the notes.
Certain Covenants
The indenture contains covenants that will limit our ability to create certain
liens and engage in certain sale and leaseback transactions. The indenture
does not limit the amount of debt that the Issuer, the Co-Obligor or any of
their subsidiaries may incur.
Trustee
U.S. Bank National Association.
Governing Law
The indenture and the notes will be governed by the laws of the State of New
York.
Use of Proceeds
We intend to use the net proceeds from this offering to make a cash
contribution to the J. C. Penney Corporation, Inc. Pension Plan. See "Use of
Proceeds."
For additional information regarding the notes, see "Description of Notes" in this prospectus supplement and
"Description of Securities--Debt Securities" in the accompanying prospectus.

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RISK FACTORS
Investing in the notes involves risk. You should carefully consider all the information included or incorporated by
reference in this prospectus supplement and the accompanying prospectus before deciding whether to make an investment. In
particular, you should carefully consider the risks and uncertainties included in the "Risk Factors" section of our Annual
Report on Form 10-K for the fiscal year ended January 30, 2010 and incorporated by reference into the accompanying
prospectus as well as those referred to below and the "Cautionary Statement Regarding Forward-Looking Statements" in the
accompanying prospectus.
Risks Relating to Ownership of the Notes
The indenture does not restrict our ability to incur indebtedness.
We will be able to incur substantial additional indebtedness in the future. The incurrence of additional debt by us may
have important consequences for you as a holder of the notes, including making it more difficult for us to satisfy our
obligations with respect to the notes, a possible loss in the trading value of the notes and a risk that the credit rating on the
notes may be lowered or withdrawn. As of May 7, 2010, we had approximately $618.4 million available for additional
borrowing under our revolving credit facility.
The notes are subject to prior claims of any of our secured creditors.
The notes are our unsecured general obligations, ranking equally with other unsecured and unsubordinated debt but
below any secured debt to the extent of the value of the assets constituting the security. Our $750 million revolving credit
facility is secured by our merchandise inventory, which security interest can be released upon attainment of certain credit
rating levels. The indenture governing the notes permits us and our subsidiaries to incur secured debt under specified
circumstances. If we incur any debt secured by our assets or assets of our subsidiaries, these assets will be subject to the prior
claims of our secured creditors.
In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, our pledged assets would be
available to satisfy obligations of the secured debt before any payment could be made on the notes. To the extent that such
assets cannot satisfy in full our secured debt, the holders of such debt would have a claim for any shortfall that would rank
equally in right of payment with the notes. In that case, we may not have sufficient assets remaining to pay amounts due on
any or all of the notes.
We may not be able to purchase the notes upon a Change of Control Triggering Event.
Upon the occurrence of a Change of Control Triggering Event (as defined herein), we will be required to offer to
purchase each holder's notes at a price equal to 101% of their principal amount plus accrued and unpaid interest. At the time
of occurrence of such Change of Control Triggering Event, we may not have sufficient financial resources to purchase all of
the notes that holders tender to us in connection with a change of control offer. See "Description of Notes--Change of
Control."
Our credit ratings may not reflect all risks of your investment in the notes.
The credit ratings assigned to the notes are limited in scope and do not address all material risks relating to an
investment in the notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation
of the significance of such rating may be obtained from such rating agency. There can be no assurance that such credit ratings
will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn entirely by the
applicable rating agencies, if, in such rating agency's judgment, circumstances so warrant. Agency credit ratings are not a
recommendation to buy, sell or hold any security. Each agency's rating should be evaluated independently of any other
agency's rating. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our
ratings are under review for a downgrade, could affect the market value of the notes and increase our corporate borrowing
costs.

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An active trading market may not develop for the notes, and you may not be able to resell the notes.
The notes are new securities with no previous existing trading market. We intend to list the notes on The New York
Stock Exchange, and the underwriters have informed us that they initially intend to make a market in the notes but they are
not obligated to do so. The underwriters may discontinue such market-making activity at any time without notice. However,
both the liquidity and market price of the notes may be adversely affected by changes in our financial performance or
prospects, or in the prospects for companies in our industry generally. We cannot assure you that an active or stable trading
market will develop for the notes.
USE OF PROCEEDS
Our net proceeds from the sale of the notes in this offering, after deducting underwriting discounts and commissions and
estimated offering expenses payable by us, will be approximately $392 million. We intend to use all of the net proceeds of
this offering to make a cash contribution to the J. C. Penney Corporation, Inc. Pension Plan.
CAPITALIZATION
The following table sets forth our capitalization as of January 30, 2010 on an actual basis and as adjusted to reflect the
receipt of the estimated net proceeds from the sale of the notes (after deducting the underwriting discounts and commissions
and estimated fees and expenses). You should read this table in conjunction with the "Use of Proceeds" section above and the
consolidated financial statements and notes thereto incorporated by reference in the accompanying prospectus.

As of

January 30, 2010
As

Actual
Adjusted

(dollars in millions)
Cash and cash equivalents(1)

$3,011
$ 3,403

Debt included in current liabilities:

Current maturities of long-term debt(1)

$ 393
$ 393
Debt included in long-term liabilities:

Long-term debt, excluding current maturities(2)

2,999
2,999
Notes offered hereby

--
400

Total debt(1) (2)

$3,392
$ 3,792
Total stockholders' equity

4,778
4,778

Total debt and stockholders' equity(1 )(2)

$8,170
$ 8,570

(1) Does not reflect the payment at maturity in respect of $393 million aggregate principal amount of our 8.0% Notes due
March 1, 2010.
(2) Does not include the repurchase by us of up to $300 million of debt securities in the tender offer.

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DESCRIPTION OF NOTES
We are offering an aggregate of $400,000,000 5.65% Senior Notes due June 1, 2020, which we refer to as the "notes."
The following is a description of the particular terms of the notes offered by this prospectus supplement and the
accompanying prospectus and, to the extent inconsistent with the accompanying prospectus, replaces the description of the
general terms and provisions of debt securities provided in the prospectus. We refer potential purchasers of the notes to that
description, as well as to the following description. The statements in this prospectus supplement concerning the notes and
the Indenture do not purport to be complete.
In this section entitled "Description of the Notes," when we refer to "the Company," "JCPenney," "the Issuer," "we,"
"our," or "us," we are referring to J. C. Penney Corporation, Inc. as issuer of the notes, and not to J. C. Penney Company, Inc.
or any of the subsidiaries of J. C. Penney Corporation, Inc.
General
The notes are an issue of debt securities described in the prospectus that follows. The notes will be issued as a separate
series of senior debt securities under the Indenture, under which U.S. Bank National Association serves as Trustee (Trustee).
The Bank of New York Mellon Trust Company, N.A. will serve as paying agent with respect to the notes. The notes will
mature on June 1, 2020. In addition to the notes, we have in the past, and may in the future, issue from time to time other
series of securities under the Indenture consisting of notes, debentures or other evidences of indebtedness. Such other series
will be separate from and independent of the notes. The notes will be issued only in registered form in denominations of
$1,000 and integral multiples of $1,000. The notes will not be entitled to the benefit of any sinking fund.
The notes are initially being offered in the principal amount of $400,000,000. We may, without the consent of the
holders, issue additional notes of the same series on terms and conditions substantially identical to those of the notes (except
for the issue date and price to public), which additional notes shall increase the aggregate principal amount of, and shall be
consolidated and form a single series with, the notes.
Payment of Interest
Each note will bear interest at the rate set forth on the front cover hereof, payable semi-annually in arrears. Interest on
the notes will be payable on June 1 and December 1 of each year, to the person in whose name such note is registered at the
close of business on the preceding May 15 or November 15, respectively. The first interest payment date is December 1,
2010. Interest will accrue on the notes from May 24, 2010. Interest will be computed on the basis of a 360-day year of twelve
30-day months.
Change of Control
If a Change of Control Triggering Event occurs, unless we have exercised our right to satisfy and discharge the notes
prior to maturity as described below, holders of notes will have the right to require us to repurchase all or any part (in integral
multiples of $1,000 original principal amount) of their notes pursuant to the offer described below (Change of Control Offer)
on the terms set forth in the notes. In the Change of Control Offer, we will be required to offer payment in cash equal to
101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest, if any, on the notes
repurchased, to the date of purchase (Change of Control Payment). Within 30 days following any Change of Control
Triggering Event, we will be required to mail a notice to holders of notes describing the transaction or transactions that
constitute the Change of Control Triggering Event and offering to repurchase the notes on the date specified in the notice,
which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (Change of Control
Payment Date), pursuant to the procedures required by the notes and described in such notice. We must comply with the
requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities laws and
regulations thereunder to the extent those laws and regulations are applicable in connection with the

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