Bond JCPenney Corporation 8.125% ( US708160CA26 ) in USD

Issuer JCPenney Corporation
Market price 100 %  ⇌ 
Country  United States
ISIN code  US708160CA26 ( in USD )
Interest rate 8.125% per year ( payment 2 times a year)
Maturity 01/10/2019 - Bond has expired



Prospectus brochure of the bond J.C. Penney Corporation US708160CA26 in USD 8.125%, expired


Minimal amount 1 000 USD
Total amount 400 000 000 USD
Cusip 708160CA2
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description J.C. Penney Corporation is a publicly traded American department store chain that operates primarily in the United States, offering a wide range of apparel, home goods, and accessories.

The Bond issued by JCPenney Corporation ( United States ) , in USD, with the ISIN code US708160CA26, pays a coupon of 8.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/10/2019







424B5
424B5 1 d782966d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
SEC File Nos. 333-188106
and 333-188106-01
CALCULATION OF REGISTRATION FEE


Proposed maximum
Proposed maximum
Amount of
Amount to
offering price
aggregate
registration
Title of each class of securities offered

be registered

per unit

offering price

fee(1)
8.125% Senior Notes due 2019

400,000,000

100.000%

$400,000,000

$51,520


(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, and relates to the Registration Statement on Form
S-3ASR (File No. 333-188106) filed by the Company and the Corporation on April 24, 2013.
Table of Contents
Prospe c t us supple m e nt
(T o Prospe c t us da t e d August 2 6 , 2 0 1 3 )

J . C. Pe nne y Corpora t ion, I nc .
Co-Obliga t ion of J . C. Pe nne y Com pa ny, I nc .
$400,000,000
8.125% Senior Notes due 2019
Interest payable April 1 and October 1
I ssue Pric e : 1 0 0 .0 0 0 %
We are offering $400 million aggregate principal amount of our 8.125% Senior Notes due 2019. The notes will mature on October
1, 2019. Interest will accrue from September 15, 2014, and the first interest payment date will be April 1, 2015.
We may redeem the notes in whole or in part at any time or from time to time at the "make-whole" redemption price described
under "Description of notes--Optional redemption."
If a change of control triggering event as described under the heading "Description of notes--Offer to repurchase upon a Change
of Control Triggering Event" occurs, we may be required to offer to repurchase the notes from the holders.
The notes will be our unsecured and unsubordinated obligations and will rank equal in right of payment with all of our existing and
future unsecured and unsubordinated indebtedness, including our existing notes, and will be effectively subordinated to our secured
indebtedness, including borrowings under our senior secured credit facilities. None of our existing or future subsidiaries will
guarantee our obligations under the notes, and the notes will be structurally subordinated to all existing and future liabilities of our
existing or future subsidiaries.
We do not intend to apply for the listing of the notes on any securities exchange or for quotation of the notes on any automated
dealer quotation system.
I nve st ing in t he not e s involve s risk . Be fore buying a ny not e s, you should c onside r t he risk s t ha t w e ha ve
de sc ribe d in "Risk fa c t ors" be ginning on pa ge S -1 4 of t his prospe c t us supple m e nt , a s w e ll a s t hose
de sc ribe d in our filings unde r t he Se c urit ie s Ex c ha nge Ac t of 1 9 3 4 , a s a m e nde d (t he "Ex c ha nge Ac t "),
w hic h a re inc orpora t e d by re fe re nc e int o t his prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or accompanying prospectus is truthful or complete. Any representation to
http://www.sec.gov/Archives/edgar/data/77182/000119312514339335/d782966d424b5.htm[9/12/2014 9:16:32 AM]


424B5
the contrary is a criminal offense.

Proc e e ds, be fore


Public offe ring pric e (1 )
U nde rw rit ing disc ount
e x pe nse s, t o us(1 )
Per note

100.000%

1.75%

98.25%
Total

$400,000,000

$7,000,000

$393,000,000

(1) Plus accrued interest, if any, from September 15, 2014.
The notes will be ready for delivery in book-entry form on or about September 15, 2014, only through the facilities of The
Depository Trust Company for the accounts of its participants, which may include Clearstream Banking, société anonyme, and
Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York.
Joint Book-Running Managers

J .P. M orga n
Ba rc la ys
Goldm a n, Sa c hs & Co.


Co-Managers

BofA M e rrill Lync h

We lls Fa rgo Se c urit ie s

Gugge nhe im Se c urit ie s
H SBC

RBS

Re gions Se c urit ie s LLC
The date of this prospectus supplement is September 10, 2014.
Table of Contents
T a ble of c ont e nt s
Prospe c t us supple m e nt

Important information about this prospectus
S-i
Capitalization

S-30
supplement

Description of notes

S-32
Cautionary statement regarding forward-looking
S-ii
Book-entry; delivery and form

S-49
statements

United States federal income tax consequences for
S-51
Summary

S-1
non-U.S. holders

Ratio of earnings to fixed charges

S-7
Underwriting

S-54
Summary consolidated financial information

S-8
Where you can find more information

S-59
Risk factors

S-14
Incorporation by reference

S-59
Use of proceeds

S-29
Legal matters

S-61
Experts

S-61


Prospe c t us

Important information about this prospectus
1
Description of capital stock
5
Where you can find more information
2
Description of depositary shares
11
Incorporation by reference
2
Description of debt securities
13
Cautionary statement regarding forward-looking
3
Description of guarantees of debt securities
15
statements

Description of warrants
15
The company
4
Description of stock purchase contracts and stock
18
Use of proceeds
4
purchase units

Ratio of earnings to fixed charges
4
Plan of distribution
18
Description of securities
4
Legal matters
18
Experts
19


http://www.sec.gov/Archives/edgar/data/77182/000119312514339335/d782966d424b5.htm[9/12/2014 9:16:32 AM]


424B5
I m port a nt inform a t ion a bout t his prospe c t us supple m e nt
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering and also
adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the
accompanying prospectus. The second part, the accompanying prospectus, gives more general information, some of which may not
apply to this offering. You should read both this prospectus supplement and the accompanying prospectus, as well as any free
writing prospectus with respect to this offering, before deciding to invest in the notes. If the description of the offering varies
between this prospectus supplement or any such free writing prospectus and the accompanying prospectus, you should rely on the
information in this prospectus supplement or such free writing prospectus, as applicable.
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained in this
prospectus supplement or the accompanying prospectus or incorporated by reference in this prospectus supplement or the
accompanying prospectus or in any free writing prospectus prepared by or on behalf of us to which we have referred you. We and
the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others
may give you. Before purchasing any

S-i
Table of Contents
notes, you should carefully read this prospectus supplement, the accompanying prospectus and any free writing prospectus with
respect to this offering filed by us with the Securities and Exchange Commission (the "SEC"), together with the additional
information described under the heading "Incorporation by reference" in this prospectus supplement and the accompanying
prospectus. This document may only be used where it is legal to sell the notes. You should not assume that the information
contained in this prospectus supplement or the accompanying prospectus or any free writing prospectus with respect to this offering
is accurate as of any date other than the respective dates of the prospectus supplement or the accompanying prospectus or such
free writing prospectus.
Ca ut iona ry st a t e m e nt re ga rding forw a rd-look ing
st a t e m e nt s
This prospectus supplement, the accompanying prospectus and any free writing prospectus with respect to this offering, and the
documents incorporated herein or therein by reference, may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, which reflect our current view of future events and financial performance. Words such as
"expect" and similar expressions identify forward-looking statements, which may include, but are not limited to, statements
regarding sales trends, gross margin, liquidity and cost savings, and this offering and the estimated amount and use of proceeds of
this offering. Forward-looking statements are based only on our current assumptions and views of future events and financial
performance. They are subject to known and unknown risks and uncertainties, many of which are outside of our control, that may
cause our 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 confidence and spending patterns, credit availability and debt levels, changes in store traffic trends,
the cost of goods, more stringent or costly payment terms and/or the decision by a significant number of vendors not to sell us
merchandise on a timely basis or at all, trade restrictions, the ability to monetize non-core assets on acceptable terms, the ability to
implement our turnaround strategy, customer acceptance of our new strategies, our ability to attract, motivate and retain key
executives and other associates, the impact of cost reduction initiatives, our ability to generate or maintain liquidity, implementation
of new systems and platforms, changes in tariff, freight and shipping 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, the impact of weather conditions, risks associated with war, an act of terrorism or pandemic,
the ability of the federal government to fund and conduct its operations, a systems failure and/or security breach that results in the
theft, transfer or unauthorized disclosure of customer, employee or company information, legal and regulatory proceedings, and our
ability to access the debt or equity markets on favorable terms or at all.
There can be no assurances that we will achieve expected results, and actual results may be materially less than expectations.
While we believe that our assumptions are reasonable, we caution that it is impossible to predict the degree to which any such
factors could cause actual results to differ materially from predicted results. Additional information regarding these and other factors
may be contained in "Risk factors" in this prospectus supplement and in our filings with the SEC, including on Forms 10-K and 10-
Q incorporated by reference herein. The list of factors identified above and in the aforementioned reports is not exhaustive and
new factors may emerge or changes to these factors may occur that would impact our business. Investors should take such risks
http://www.sec.gov/Archives/edgar/data/77182/000119312514339335/d782966d424b5.htm[9/12/2014 9:16:32 AM]


424B5
into account and should not rely on forward-looking statements in this prospectus supplement, the accompanying prospectus, any
free writing prospectus with respect to this offering or any of the documents incorporated by reference when making investment
decisions. Any forward-looking statement made by us in

S-ii
Table of Contents
this prospectus supplement, the accompanying prospectus any free writing prospectus with respect to this offering and the
documents incorporated herein or therein by reference, speak only as of the date of this prospectus supplement or, where
applicable, the accompanying prospectus, such free writing prospectus or such document incorporated by reference, and we do not
undertake to update or revise these forward-looking statements as of any future date.

S-iii
Table of Contents
Sum m a ry
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 this prospectus
supplement and the accompanying prospectus, including our consolidated financial statements and notes thereto and the "Risk
factors" section in this prospectus supplement beginning on page S-14.
References in this prospectus supplement and the accompanying prospectus to "we," "us," "our" or the "Company" refer to J. C.
Penney Company, Inc. and its consolidated subsidiaries collectively (including J. C. Penney Corporation, Inc.), except as stated
otherwise. References in this prospectus supplement and the accompanying prospectus to "JCP" refer to J. C. Penney
Corporation, Inc., the issuer of the notes, but not to any of its subsidiaries and not to J. C. Penney Company, Inc., and
references in this prospectus supplement to the "Co-Obligor" refer to J. C. Penney Company, Inc., a co-obligor of the notes,
but not to any of its subsidiaries.
Our c om pa ny
Since our founding by James Cash Penney in 1902, we have grown to be a major retailer, operating 1,062 department stores
in 49 states and Puerto Rico, as of August 2, 2014. Our business consists of selling merchandise and services to consumers
through our department stores and through our Internet website at www.jcpenney.com. Department stores and Internet
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 and via the Internet. We sell family apparel and footwear, accessories, fine and fashion
jewelry, beauty products through Sephora inside JCPenney and home furnishings. In addition, our department stores provide
our customers with services such as styling salon, optical, portrait photography and custom decorating.
Fiscal 2013 was a transitional year in which we worked to stabilize our business and to rebuild the Company, working to create
strategies for reconnecting with our core customer. Our prior strategy focused on everyday low prices, substantially eliminated
promotional activities, emphasized brands in a shops presentation and introduced new merchandise brands. These
merchandising and pricing strategies did not resonate with our customers. As a result, during 2013 we began editing our
merchandise assortments and undertaking several merchandise initiatives to make assortments more compelling to customers,
including reintroducing some of our private brands. We also began shifting the majority of our business back to a promotional
model in early 2013.
The business of marketing merchandise and services is highly competitive. We are one of the largest department store and e-
commerce retailers in the United States, and we have numerous competitors, as further described under "Risk factors" in this
prospectus supplement.
Many factors enter into the competition for the consumer's patronage, including price, quality, style, service, product mix,
convenience, loyalty programs and credit availability. Our annual earnings depend to a great extent on the results of operations
for the last quarter of the fiscal year, which includes the holiday season, when a significant portion of our sales and profits are
recorded.
http://www.sec.gov/Archives/edgar/data/77182/000119312514339335/d782966d424b5.htm[9/12/2014 9:16:32 AM]


424B5
We have a diversified supplier base, both domestic and foreign, and are not dependent to any significant degree on any single
supplier. We purchase our merchandise from approximately 2,700 domestic and foreign


S-1
Table of Contents
suppliers, many of which have done business with us for many years. In addition to our Plano, Texas home office, we, through
our international purchasing subsidiary, maintained buying and quality assurance offices in 11 foreign countries as of August 2,
2014.
Re c e nt de ve lopm e nt s
Tender offers for existing securities due 2015, 2016 and 2017
On September 9, 2014, we commenced cash tender offers to purchase up to $300 million aggregate principal amount (the
"Maximum Tender Amount") of the following series of our existing notes (up to the amount per series specified below), in order
of priority from the highest priority to the lowest priority, subject to proration: up to all of our 6.875% Medium-Term Notes due
2015 (the "2015 Notes"), up to all of our 7.65% Debentures due 2016 (the "2016 Debentures") and up to $100 million (the
"2017 Tender Cap") of our 7.95% Debentures due 2017 (the "2017 Debentures" and, together with the 2015 Notes and the
2016 Debentures, the "Tender Securities"). We will accept for purchase the Tender Securities, on the terms and subject to the
conditions of the tender offers, in accordance with their respective priority levels, subject to the Maximum Tender Amount and
the 2017 Tender Cap. Subject to applicable law, we reserve the right to increase or decrease the Maximum Tender Amount
and/or increase the 2017 Tender Cap in our sole discretion and would not expect to extend withdrawal rights at such time. We
intend to use the net proceeds from this offering, as further described under "Use of proceeds," to pay the tender consideration
and to pay related transaction fees and expenses. Completion of the tender offers is conditioned upon, among other things, our
having received the proceeds of this offering, which is our proposed financing for the tender offers. Holders of the Tender
Securities are not obligated to tender their Tender Securities to us pursuant to the tender offers. Accordingly, we cannot assure
you that any of the Tender Securities will be purchased in the tender offers. If any or all of the Tender Securities are not
purchased in the tender offers, we may use the net proceeds from this offering, as further described under "Use of proceeds,"
to further purchase or otherwise retire a portion of our existing notes. This offering is not conditioned on completion of, or any
minimum amount of Tender Securities being tendered in, the tender offers. This prospectus supplement shall not constitute an
offer to purchase any of the Tender Securities.
Recent results
On August 14, 2014, we reported our second quarter results, which reflected the continued success of our turnaround
initiatives. We reported a same store sales increase of 6%, the third consecutive quarter of growth, a 640 basis point
improvement in gross margin and a $342 million improvement in EBITDA to $90 million, as well as a 71% increase in net
income, in each case compared to the same quarter in the prior year. We also generated free cash flow of $76 million for the
second quarter. See "--Summary consolidated financial information."
Our turnaround initiatives continue to produce improved financial results. In the second quarter, we gained additional market
share while significantly increasing gross margin in a highly competitive promotional environment. We ended the back to school
season largely where we expected to be. As we approach the completion of our turnaround, we are focused on reestablishing
JCPenney as the premier shopping destination for the moderate consumer.
Our c orpora t e hist ory a nd inform a t ion
The Co-Obligor is a holding company whose principal operating subsidiary is JCP. JCP was incorporated in Delaware in 1924,
and the Co-Obligor was incorporated in Delaware in 2002, when the holding company


S-2
Table of Contents
http://www.sec.gov/Archives/edgar/data/77182/000119312514339335/d782966d424b5.htm[9/12/2014 9:16:32 AM]


424B5
structure was implemented. In connection with implementing the holding company structure, the holding company assumed the
name J. C. Penney Company, Inc. The Co-Obligor has no independent assets or operations, and no direct subsidiaries other
than JCP. All material operations of the Company are conducted directly by JCP.
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.com. Our website, and the information contained on it or that can be
accessed through it (other than the specified SEC filings incorporated by reference in this prospectus supplement or the
accompanying prospectus), are not part of this prospectus supplement or the accompanying prospectus.


S-3
Table of Contents
T he offe ring
The following summary of the offering contains basic information about the offering and the principal terms of the notes and is
not intended to be complete. It does not contain all the information that may be important to you. Certain of the terms
described below are subject to important limitations and exceptions. The "Description of notes" section of this prospectus
supplement and the "Description of debt securities" section of the accompanying prospectus contain a more detailed description
of the terms of the notes. As used in this section, with respect to the terms of the notes on the cover and under "Risk factors,"
under "Description of notes" and under "Description of debt securities," "we," "us" and "our" refer to the Co-Obligor and JCP,
together.

I ssue r
J. C. Penney Corporation, Inc.

Co-Obligor
J. C. Penney Company, Inc.

Se c urit ie s offe re d
$400 million aggregate principal amount of 8.125% Senior Notes due 2019.

I nt e re st ra t e
8.125% per year.

I nt e re st pa ym e nt da t e s
April 1 and October 1 of each year, beginning April 1, 2015.

M a t urit y
October 1, 2019.

Ra nk ing
The notes will be our unsecured and unsubordinated obligations and will rank equal in right
of payment with all of our existing and future unsecured and unsubordinated indebtedness,
including our existing notes. However, none of our existing subsidiaries or any of our future
subsidiaries will guarantee the notes, and the notes will be structurally subordinated to any
indebtedness of JCP's existing subsidiaries and any of our future subsidiaries. The notes
also will be effectively subordinated to any of our secured indebtedness to the extent of the
value of the assets securing such indebtedness, including outstanding borrowings under our
senior secured credit facilities, except to the extent the notes are required to be equally and
ratably secured with the liens securing such indebtedness in the limited circumstances
described under "Description of notes--Certain covenants--Limitation on liens."

As of August 2, 2014, after giving effect to this offering and our intended use of the net
proceeds of this offering (based on the assumptions set forth under "Capitalization"), we
would have had an aggregate of $2,723 million of unsecured and unsubordinated
indebtedness outstanding (consisting of the notes offered in this offering and our existing
notes), and an aggregate of $2,802 million of secured indebtedness outstanding (consisting

of borrowings under our secured credit facilities and our capital leases and note payable),
and approximately $1,050 million was available for additional borrowings under our
revolving credit facility, subject to customary borrowing conditions including borrowing base
availability. With the exception of intercompany indebtedness and trade payables, as of
August 2, 2014, JCP's subsidiaries had no indebtedness outstanding.

Cha nge of c ont rol t rigge ring If a change of control, as defined herein, occurs and in connection therewith the notes are
e ve nt offe r t o re purc ha se
downgraded, as described under "Description of notes--Offer to


http://www.sec.gov/Archives/edgar/data/77182/000119312514339335/d782966d424b5.htm[9/12/2014 9:16:32 AM]


424B5
S-4
Table of Contents
repurchase upon a Change of Control Triggering Event," by each of Standard & Poor's
Ratings Services, Moody's Investors Service, Inc. and Fitch Ratings, we must offer to

repurchase all of the notes at a price equal to 101% of the principal amount plus any
accrued and unpaid interest to, but not including, the repurchase date.

Opt iona l re de m pt ion of not e s At any time, and from time to time, prior to the maturity date of the notes, we may redeem
the notes in whole or in part, at our option, at a redemption price equal to the greater of
(1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the
present values of the remaining scheduled payments of principal and interest thereon
(exclusive of interest accrued to the date of redemption) discounted to the redemption date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate plus 50 basis points, plus, in each case, any accrued and unpaid
interest to, but not including, the date of redemption. For more detailed information on the
calculation of the redemption price, see "Description of notes--Optional redemption."

Ce rt a in c ove na nt s
We will issue the notes under an indenture that, among other things, will limit JCP's ability
to consolidate, merge or sell all or substantially all of its properties or assets, to create liens
and to engage in certain sale and lease-back transactions. These limitations will be subject
to a number of important qualifications and exceptions. See "Description of notes--Certain
covenants."

Furt he r issua nc e s
The indenture will not limit the amount of other indebtedness that we may incur. We may,
from time to time, without the consent of the holders of the notes, create and issue under
the indenture additional debt securities in an unlimited aggregate principal amount,
including additional notes of the same series as, and with terms substantially identical to,
those of the notes offered hereby (except the issue date, the public offering price and, if
applicable, the initial interest accrual date and the initial interest payment date). Any
additional debt securities issued may rank equally in right of payment with the notes offered
in this offering, and any additional debt securities of the same series as the notes being
offered in this offering would be consolidated, and form a single series, with the notes being
offered in this offering.

U se of Proc e e ds
The net proceeds of this offering are estimated to be approximately $392,000,000, after
deducting the underwriting discount and estimated offering expenses payable by us. We
intend to use the net proceeds from this offering to pay the tender consideration and related
transaction fees and expenses for our cash tender offers as described under "--Recent
developments--Tender offers for existing securities due 2015, 2016 and 2017." We intend
to use any remaining net proceeds for general corporate purposes, which may include
further purchasing or otherwise retiring a portion of our existing notes. See "Use of
proceeds."

Form a nd De nom ina t ion
The notes will be issued in registered form in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof. The notes will be


S-5
Table of Contents
evidenced by one or more global securities deposited with or on behalf of The Depository

Trust Company ("DTC") and registered in the name of Cede & Co. as DTC's nominee.

N o list ing
The notes will be a new issue of securities with no established trading market. We do not
intend to apply for listing of the notes on any securities exchange or to arrange for the
http://www.sec.gov/Archives/edgar/data/77182/000119312514339335/d782966d424b5.htm[9/12/2014 9:16:32 AM]


424B5
notes to be quoted on any quotation system.

Gove rning la w
The notes and the indenture under which they will be issued will be governed by the laws
of the State of New York.

T rust e e
Wilmington Trust, National Association.

Risk fa c t ors
Investing in the notes involves risks. See "Risk factors" beginning on page S-14 for a
description of certain risks that you should consider before investing in the notes.


S-6
Table of Contents
Ra t io of e a rnings t o fix e d c ha rge s
No shares of our preferred stock were outstanding during the years ended February 1, 2014, February 2, 2013, January 28,
2012, January 29, 2011, January 30, 2010 or during the six months ended August 2, 2014. Therefore, the ratios of earnings to
fixed charges and preferred dividends are not separately stated from the ratios of earnings to fixed charges for the periods
listed above. The table below reflects our ratio of earnings to fixed charges for the periods set forth below.



For t he six
For t he fisc a l ye a r e nde d
m ont hs e nde d


August 2 , 2 0 1 4 2 /1 /2 0 1 4 2 /2 /2 0 1 3 1 /2 8 /2 0 1 2 1 /2 9 /2 0 1 1 1 /3 0 /2 0 1 0
Ratio of earnings to fixed
charges(a)


--
--
--
--
2.6
2.1




Deficiency of earnings to
cover fixed charges (in
millions)


$520 $
1,886 $
1,536 $
229
--
--







(a) For purposes of computing our consolidated ratio of earnings to fixed charges, earnings consist of income before taxes plus fixed charges. Fixed charges
consist of interest expense and an estimate of the interest within rental expense, which is calculated under the assumption that one-third of rent expense is
representative of interest costs.


S-7
Table of Contents
Sum m a ry c onsolida t e d fina nc ia l inform a t ion
The following table sets forth our summary consolidated financial information as of and for the fiscal years ended February 1,
2014, February 2, 2013 and January 28, 2012, and as of and for the six months ended August 2, 2014 and August 3, 2013.
The information as of and for the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012 was derived
from our audited annual consolidated financial statements. The information as of and for the six months ended August 2, 2014
and August 3, 2013 was derived from our unaudited interim consolidated financial statements that include all normal and
recurring adjustments necessary to present fairly the information for the periods and at the dates presented. The results of
operations for the six months ended August 2, 2014 and August 3, 2013 are not necessarily indicative of the results to be
expected for our full fiscal year. You should read the following summary consolidated financial information together with
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated
financial statements, including the related notes, in our Annual Report on Form 10-K for the year ended February 1, 2014 and
in our Quarterly Report on Form 10-Q for the quarter ended August 2, 2014, which are incorporated by reference in this
prospectus supplement and the accompanying prospectus. See "Where you can find more information" and "Incorporation by
reference."



For t he six m ont hs e nde d

For t he fisc a l ye a r e nde d
August 2 ,
August 3 ,
Fe brua ry 1 ,
Fe brua ry 2 ,
J a nua ry 2 8 ,
http://www.sec.gov/Archives/edgar/data/77182/000119312514339335/d782966d424b5.htm[9/12/2014 9:16:32 AM]


424B5
($ I n m illions)

2 0 1 4

2 0 1 3

2 0 1 4

2 0 1 3

2 0 1 2
Re sult s:





Total net sales

$
5,600

$
5,298 $
11,859
$
12,985

$
17,260
Sales percent
increase/(decrease)





Total net sales


5.7%
(14.2)%
(8.7)%(1)
(24.8)%(1)
(2.8)%
Comparable store sales(2)
6.6%
(14.3)%
(7.4)%
(25.2)%
0.2%
Operating income /(loss)


(317)


(881)
(1,420)

(1,310)


(2)
As a percent of sales


(5.7)%
(16.6)%
(12.0)%
(10.1)%
0.0%
Adjusted income/(loss)
(non-GAAP)(3)


(363)


(774)
(1,237)

(939)


536
As a percent of sales
(non-GAAP)(3)


(6.5)%
(14.6)%
(10.4)%
(7.2)%
3.1%
Income/(loss) from continuing
operations


(524)


(934)
(1,388)

(985)


(152)
Adjusted income/(loss)
(non-GAAP) from
continuing operations(3)
(581)


(766)
(1,431)

(766)


207
Fina nc ia l posit ion a nd
c a sh flow





Total assets

$
11,112

$
11,654 $
11,801
$
9,781

$
11,424
Cash and cash equivalents


1,036


1,535
1,515

930


1,507
Total debt, including capital
leases and note payable


5,425


5,821
5,601

2,982


3,102
Free cash flow (non-
GAAP)(3)


(273)


(2,094)
(2,746)

(906)


23



(1) Includes the effect of the 53rd week in 2012. Excluding sales of $163 million for the 53rd week in 2012, total net sales decreased 7.5% and 25.7% in 2013 and
2012, respectively.

(2) Comparable store sales are presented on a 52-week basis and include sales from new and relocated stores that have been opened for 12 consecutive full fiscal
months and Internet sales. Stores closed for an extended period are not included in comparable store sales calculations, while stores remodeled and minor
expansions not requiring store closures remain in the calculations. Our definition and calculation of comparable store sales may differ from other companies in
the retail industry.

(3) See "Non-GAAP financial measures" beginning on the following page for additional information and reconciliation to the most directly comparable GAAP financial
measure.


S-8
Table of Contents


For t he six m ont hs e nde d
For t he fisc a l ye a r e nde d
August 2 ,
August 3 ,
Fe brua ry 1 ,
Fe brua ry 2 ,
J a nua ry 2 8 ,
($ in m illions)

2 0 1 4
2 0 1 3
2 0 1 4
2 0 1 3

2 0 1 2
N um be r of de pa rt m e nt
st ore s:





Beginning of year


1,094

1,104

1,104

1,102

1,106
Openings


--

--

--

9(1)

3
Closing


(32)

(9)

(10)

(7)(1)

(7)




End of period/year


1,062

1,095

1,094

1,104

1,102




Gross selling space (square
feet in millions)


108

111

110.6

111.6

111.2
Sales per gross square foot(2)
$
51
$
48
$
107
$
116
$
154
Sales per net selling square
foot(2)

$
71
$
66
$
147
$
161
$
212
N um be r of t he Foundry
Big a nd T a ll Supply Co.
st ore s(3)


8

10

10

10

10



(1) Includes three relocations.
http://www.sec.gov/Archives/edgar/data/77182/000119312514339335/d782966d424b5.htm[9/12/2014 9:16:32 AM]


424B5

(2) Calculation includes the sales and square footage of JCPenney department stores that were open for the full fiscal year or period presented and sales for
jcpenney.com.

(3) All stores opened during 2011. Gross selling space was 41 thousand square feet as of August 2, 2014 and 51 thousand square feet as of August 3, 2013.
Gross selling space was 51 thousand square feet as of the end of 2013, 2012 and 2011.
N on-GAAP fina nc ia l m e a sure s
We report our financial information in accordance with generally accepted accounting principles in the United States ("GAAP").
However, we present certain financial measures and ratios identified as non-GAAP under the rules of the SEC to assess our
results. We believe the presentation of these non-GAAP financial measures and ratios is useful in order to better understand
our financial performance as well as to facilitate the comparison of our results to the results of our peer companies. In addition,
management uses these non-GAAP financial measures and ratios to assess the results of our operations. It is important to
view non-GAAP financial measures in addition to, rather than as a substitute for, those measures and ratios prepared in
accordance with GAAP. We have provided reconciliations of the most directly comparable GAAP measures to our non-GAAP
financial measures presented.
Adjusted operating income/(loss) and adjusted income/(loss) from continuing operations
The following non-GAAP financial measures are adjusted to exclude, as applicable, the impact of markdowns related to the
alignment of inventory with our prior strategy, restructuring and management transition charges, the impact of our primary
pension plan expense, the loss on extinguishment of debt, the net gain on the sale or redemption of non-operating assets, the
tax benefit from income related to actuarial gains included in other comprehensive income and the proportional share of net
income from the Home Office Land Joint Venture. Unlike other operating expenses, these items are not directly related to our
ongoing core business operations. primary pension plan expense/(income) is determined using numerous complex assumptions
about changes in pension assets and liabilities that are subject to factors beyond our control, such as market volatility.
Accordingly, we eliminate our primary pension plan expense/(income) in its entirety as we view all components of net periodic
benefit expense/(income) as a single, net amount, consistent with its presentation in our consolidated financial statements. We
believe it is useful for investors to understand the impact on our financial results of markdowns related to the alignment of
inventory with our prior strategy, restructuring and


S-9
Table of Contents
management transition charges, the impact of our primary pension plan expense/(income), the loss on extinguishment of debt,
the net gain on the sale or redemption of non-operating assets, the tax benefit from income related to actuarial gains included
in other comprehensive income and the proportional share of net income from the Home Office Land Joint Venture on our
financial results and therefore are presenting the following non-GAAP financial measures: (1) adjusted operating income/(loss);
and (2) adjusted income/(loss) from continuing operations.
Adjusted operating income/(loss). The following table reconciles operating income/(loss), the most directly comparable GAAP
financial measure, to adjusted operating income/(loss), a non-GAAP financial measure:



For t he six m ont hs e nde d

For t he fisc a l ye a r e nde d
August 2 ,
August 3 ,
Fe brua ry 1 ,
Fe brua ry 2 ,
J a nua ry 2 8 ,
($ in m illions)

2 0 1 4

2 0 1 3

2 0 1 4

2 0 1 3

2 0 1 2
Operating income/(loss)
(GAAP)

$
(317)

$
(881) $
(1,420) $
(1,310) $
(2)
As a percent of sales


(5.7)%
(16.6)%
(12.0)%
(10.1)%
(0.0)%
Add: markdowns--inventory
strategy alignment


--


--
--
155
--
Add: restructuring and
management transition
charges


27


119
215
298
451
Add/(deduct): primary
pension plan
expense/(income)


(9)


50
100
315
87
Less: Net gain on sale or
redemption of non-
http://www.sec.gov/Archives/edgar/data/77182/000119312514339335/d782966d424b5.htm[9/12/2014 9:16:32 AM]


Document Outline