Bond JCPenney Inc. 6.375% ( US708130AC31 ) in USD

JCPenney Inc.

98.7 % ⇌

United States

US708130AC31 ( in USD )

6.375% per year ( payment 2 times a year)

14/10/2036

Prospectus brochure of the bond J.C. Penney Co. Inc US708130AC31 en USD 6.375%, maturity 14/10/2036

1 000 USD

700 000 000 USD

708130AC3

N/A

15/04/2026 ( In 64 days )

J.C. Penney Company, Inc. is a publicly traded American department store chain that operates primarily in the United States, offering apparel and home goods.

The Bond issued by JCPenney Inc. ( United States ) , in USD, with the ISIN code US708130AC31, pays a coupon of 6.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/10/2036

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

Maximum
Amount of
Title of each class of
Amount to be
offering price
Maximum aggregate
Registration
securities to be registered

registered
per unit
offering price

fee(1)
5.75% Senior Notes due February 15, 2018

$300,000,000
99.036%
$
297,108,000
$
9,121
6.375% Senior Notes due October 15, 2036

$700,000,000
98.695%
$
690,865,000
$ 21,210

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee due for this offering is $30,331.
PROSPECTUS SUPPLEMENT
To Prospectus Dated April 24, 2007
Filed pursuant to Rule 424(b)(5)
SEC File Nos. 333-142317
333-142317-01
$1,000,000,000

J. C. Penney Corporation, Inc.
$300,000,000 5.75% Senior Notes due February 15, 2018
$700,000,000 6.375% Senior Notes due October 15, 2036
Co-Obligation of
J. C. Penney Company, Inc.

This is an offering of an aggregate of $300,000,000 5.75% Senior Notes due February 15, 2018 (2018 notes) and an aggregate of $700,000,000 6.375%
Senior Notes due October 15, 2036 (2036 notes). We refer to the 2018 notes and the 2036 notes together as the "notes." We will pay interest on the 2018
notes on February 15 and August 15 of each year beginning August 15, 2007. We will pay interest on the 2036 notes on April 15 and October 15 of each
year beginning October 15, 2007. The 2018 notes will bear interest at a rate of 5.75% per year and will mature on February 15, 2018. The 2036 notes will
bear interest at a rate of 6.375% per year and will mature on October 15, 2036.
Upon the occurrence of both (a) a change of control of JCPenney and (b) a downgrade of the notes below an investment grade rating by each of Fitch
Ratings, Moody's Investors Services, Inc. and Standard & Poor's Ratings Services within a specified period, 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-8 of this prospectus
supplement.
Investing in the notes involves risks. See the "Risk Factors" section in our Annual Report on Form 10-K for the fiscal year ended February 3, 2007 and the "
Risk Factors" section on page S-5 of this prospectus supplement.

Price to the
Underwriting Discounts

Public

and Commissions

Proceeds to Company (1)
Per 2018 Note

99.036%

0.675%

98.361%
Per 2036 Note

98.695%

0.875%

97.820%
Total

$987,973,000
$8,150,000

$979,823,000
(1)
Before deduction of expenses payable by the Company, estimated at $500,000.
Delivery of the notes will be made in book-entry form only through the facilities of The Depository Trust Company on or about April 27, 2007, 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.
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DEFINITIVE PROSPECTUS SUPPLEMENT

Joint Book-Running Managers
LEHMAN BROTHERS
BANC OF AMERICA SECURITIES LLC
JPMORGAN
Co-Managers
BARCLAYS CAPITAL
CITI
CREDIT SUISSE
RBS GREENWICH CAPITAL
UTENDAHL CAPITAL PARTNERS, L.P.
WACHOVIA SECURITIES
WELLS FARGO SECURITIES
THE WILLIAMS CAPITAL GROUP, L.P.
The date of this prospectus supplement is April 24, 2007.

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DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Summary

S-1
Risk Factors

S-5
Use of Proceeds

S-5
Pro Forma Ratio of Earnings to Fixed Charges

S-6
Capitalization

S-7
Description of Notes

S-8
Material United States Federal Income Tax Considerations

S-12
Underwriting

S-16
Legal Matters

S-17

Prospectus

Important Information About This Prospectus

1
Where You Can Find More Information

1
Incorporation By Reference

1
Cautionary Statement Regarding Forward-Looking Statements

2
The Company

3
Use of Proceeds

3
Description of Securities

3
Capital Stock

3
Debt Securities

9
Legal Matters

16
Experts

16
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.
We have not 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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DEFINITIVE PROSPECTUS SUPPLEMENT
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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
our 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 "Risk Factors" section in our Annual Report on Form 10-K for the fiscal year ended February 3, 2007, and the
"Risk Factors" section in this prospectus supplement on page S-5.
Company Overview
JCPenney was founded by James Cash Penney in 1902 and has grown to be a major retailer with fiscal 2006 sales of $19.9 billion. We operate 1,039
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. Department stores accept returns from sales made in stores, via the Internet and through catalogs. We market family apparel, jewelry, shoes,
accessories and home furnishings. In addition, our department stores provide customers with services such as 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
We recently announced our new growth initiatives that will be focused around the four strategies of our new 2007-2011 Long Range Plan, which include:
(1) developing a strong and enduring emotional connection with our customers, (2) offering inspiring merchandise and services, (3) becoming the preferred
choice for a retail career, and (4) establishing JCPenney as the growth leader in the retail industry.
Financial Expectations for 2007-2011
We announced our financial performance expectations through 2011, which we believe include a number of measures that will establish JCPenney as a
growth leader in the retail industry. Long Range Plan financial targets include:

· total department store sales increasing mid-to-high single digits annually, comparable store sales increasing low-to-mid single digits and Direct

sales increasing mid-single digits (with improvement throughout the period);

S-1
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DEFINITIVE PROSPECTUS SUPPLEMENT
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· continued improvement in both gross margin and operating expense ratios throughout the plan period, reaching approximately 40 percent and 28

percent of sales in 2011, respectively;

· operating income of 12 percent to 12.5 percent of sales in 2011;

· a 16 percent compound annual growth rate in earnings per share for 2008 through 2011;

· capital expenditures planned at $1.275 billion per year for 2008 through 2011; and

· continued improvement in returns on capital and financial leverage metrics, with a cash position of approximately $1.5 billion in 2011.
New Store Opening Plans
We currently expect to open 250 new stores over the next five years, including our first ever store in New York City's Midtown Manhattan. Additionally, we
plan to renovate approximately 300 stores by the end of 2011.

S-2
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DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
The Offering
Issuer
J. C. Penney Corporation, Inc.
Co-Obligor
J. C. Penney Company, Inc.
Securities Offered
$300,000,000 aggregate principal amount of 5.75% Senior Notes due February 15, 2018 (2018
notes) and $700,000,000 aggregate principal amount of 6.375% Senior Notes due October 15, 2036
(2036 notes) (together, the notes).
Issue Price
99.036 percent for 2018 notes and 98.695 percent for 2036 notes.
Interest
Interest on the 2018 notes will accrue at 5.75% per annum, and interest on the 2036 notes will
accrue at 6.375% per annum.
Interest Payment Dates
Interest on the notes will accrue from April 27, 2007. Interest on the 2018 notes will be payable
semi-annually in cash on February 15 and August 15 of each year, commencing August 15, 2007.
Interest on the 2036 notes will be payable semi-annually in cash on April 15 and October 15 of each
year, commencing October 15, 2007.
Ranking
The notes will be senior, unsecured obligations of the Issuer and the Co-Obligor ranking equally in
right of payment with other senior indebtedness of the Issuer and Co-Obligor.
Repurchase Upon a Change of Control
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 as either series of notes on terms and conditions substantially
identical to those of such 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, such notes.
Pro Forma Ratio of Earnings to Fixed Charges
After giving effect to the issuance of the notes, the pro forma ratio of earnings to fixed charges
would have been 5.5 for fiscal year 2006. See "Pro Forma Ratio of Earnings to Fixed Charges."
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.

S-3
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DEFINITIVE PROSPECTUS SUPPLEMENT
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Governing Law
The indenture and the notes will be governed by the laws of the State of New York.
Use of Proceeds
We will use the net proceeds from this offering to purchase a portion of our outstanding debt
securities and for general corporate purposes, including the repayment of existing indebtedness. 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.

S-4
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DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
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 February 3, 2007 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. As of April 24, 2007, we had approximately $1.1 billion available for additional
borrowing under our credit facility.
We may not be able to purchase the notes upon a change of control triggering event.
Upon the occurrence of a specified "change of control triggering event," 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."
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. 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 $979 million. We intend to use up to $312 million of the net proceeds of this offering to purchase our 8.125% Debentures due
April 1, 2027, and the balance of the net proceeds for general corporate purposes, including the repayment of existing indebtedness.

S-5
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PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges as of February 3, 2007 on an actual basis and as adjusted to reflect the issuance of the
notes, including the receipt of the net proceeds from the sale of the notes (after deducting the underwriting discount and estimated fees and expenses) and
pending application of those proceeds. You should read this table in conjunction with the consolidated financial statements and notes incorporated by
reference in the accompanying prospectus.
53 Weeks Ended

February 3, 2007

Actual
As Adjusted

(dollars in millions)

Income from continuing operations before income tax

$1,792
$1,742

Plus: Fixed charges

Interest expense, net

130
180
Add back: interest income included in net interest

135
135
Estimated interest within rental expense

70
70
Capitalized interest

5
5

Total fixed charges

340
390
Less: Capitalized interest

(5)
(5)

Total earnings available for fixed charges

$2,127
$2,127

Ratio of earnings to fixed charges

6.3
5.5

S-6
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DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
CAPITALIZATION
The following table sets forth our capitalization as of February 3, 2007 on an actual basis and as adjusted to reflect the receipt of the net proceeds from the
sale of the notes (after deducting the underwriting discount and estimated fees and expenses) and pending application of those proceeds. You should read this
table in conjunction with the consolidated financial statements and notes incorporated by reference in the accompanying prospectus.

As of

February 3, 2007
As

Actual
Adjusted

(dollars in millions)
Cash and short-term investments (1)

$ 2,747
$ 3,415

Debt included in current liabilities:

Current maturities of long-term debt (1)

$ 434
$ 434
Debt included in long-term liabilities:

Long-term debt, excluding current maturities

3,010
2,707
Notes offered hereby

--
1,000

Total debt

$ 3,444
$ 4,141
Total stockholders' equity

4,288
4,281

Total debt and stockholders' equity

$ 7,732
$ 8,422

(1)
Does not reflect the payment at maturity in respect of $325 million aggregate principal amount of our 7.60% Notes due April 1, 2007.

S-7
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