===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    FORM 8-K

                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): August 16, 2005


                           J. C. PENNEY COMPANY, INC.
             (Exact name of registrant as specified in its charter)


  Delaware                           1-15274                      26-0037077
(State or other jurisdiction    (Commission File No.)         (I.R.S. Employer
   of incorporation )                                        Identification No.)


6501 Legacy Drive
Plano, Texas                                                       75024-3698
(Address of principal executive offices)                           (Zip code)

Registrant's telephone number, including area code:  (972) 431-1000


===============================================================================
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13d-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))









Item 2.02         Results of Operations and Financial Condition.

     J. C.  Penney  Company,  Inc.  issued a news  release on August  16,  2005,
announcing  its second quarter  results of operations  and financial  condition.
This information is attached as Exhibit 99.1.

     The news release referred to above contains the non-GAAP  financial measure
of free cash flow. Although it is not a generally accepted accounting  principle
(GAAP) measure, it is derived from components of the Company's consolidated GAAP
cash flow  statement.  Free cash flow from  continuing  operations is defined as
cash provided by operating  activities less dividends and capital  expenditures,
net of  proceeds  from  the  sale of  assets.  

     Although  free  cash  flow  is a  non-GAAP  financial  measure,  management
believes it is important in evaluating the Company's  financial  performance and
measuring the ability to generate  cash without  incurring  additional  external
financing.  Positive free cash flow generated by a company  indicates the amount
of cash available for reinvestment in the business, or cash that can be returned
to investors  through  increased  dividends,  stock  repurchase  programs,  debt
retirements,  or a  combination  of these.  Conversely,  negative free cash flow
indicates the amount of cash that must be raised from investors through new debt
or equity  issues,  reduction in available  cash  balances or a  combination  of
these.  Free cash flow should be  considered  in addition  to,  rather than as a
substitute for, cash provided by operating activities. The Company's calculation
of free cash flow may differ  from that used by other  companies  and  therefore
comparability may be limited.








                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                           J. C. PENNEY COMPANY, INC.



                                           By: /s/ Robert B. Cavanaugh
                                              --------------------------------
                                               Robert B. Cavanaugh
                                               Executive Vice President,
                                               Chief Financial Officer




Date:  August 16, 2005







                                  EXHIBIT INDEX

Exhibit Number                      Description

99.1                                J. C. Penney Company, Inc.
                                    News Release issued August 16, 2005




                                                                    Exhibit 99.1






           JCPENNEY REPORTS SECOND QUARTER EARNINGS OF $0.46 PER SHARE

          Operating Profit Increases 43 Percent to 5.4 Percent of Sales


PLANO, Texas,  August 16, 2005 -- J. C. Penney Company,  Inc. (NYSE: JCP) second
quarter  earnings from continuing  operations rose to $0.46 per share from $0.22
per  share in last  year's  second  quarter.  On a  dollar  basis,  income  from
continuing  operations  increased  to $122  million  from $68 million last year.
Earnings  per  share  increased  primarily  as  a  result  of  strong  operating
performance,  coupled  with the impact of the  company's  ongoing  common  stock
buyback program.  Including the effects of discontinued  operations,  net income
for the quarter  was $0.50 per share  compared to a loss of $0.02 per share last
year.
 
Myron E. (Mike) Ullman,  III,  Chairman and Chief  Executive  Officer said, "Our
operating  performance in the second quarter reflects the continued  progress we
are  making  in  offering  merchandise   assortments  that  fit  our  customers'
lifestyles.  We are pleased  with  progress  made to date and are  committed  to
strengthening the customer relationship. We will accomplish this by building our
private  brands,  as well as offering  national  brands,  that our customers the
middle  American  consumer want,  making it both exciting and convenient to shop
with JCPenney. We are entering the third quarter and the Back-to-School  selling
season with momentum and early results have been encouraging."

Ullman  added,  "Even as we seek to build and  enhance  our  brand-building  and
marketing activities,  we remain committed to increasing long-term profitability
by ensuring  efficiency across our organization and continuing to strengthen our
financial  position.  Based on the confidence we have in our Long-Range Plan, we
announced a $400 million  addition to our common stock  repurchase  program last
month,  bringing our total  repurchase  authorizations  to over $4 billion since
last August."




Operating Results

During the second quarter,  total sales increased 5.4 percent.  Department store
sales increased 5.1 percent,  while comparable  department store sales increased
4.2 percent on top of a 6.9 percent increase in last year's second quarter.  All
merchandise   divisions  and  all  regions  of  the  country  contributed  sales
increases.  For the  quarter,  Direct  (catalog/Internet)  sales  increased  7.1
percent  versus a 1.6  percent  decrease  last  year,  primarily  as a result of
continued  strength in the Internet.  Sales for  jcpenney.com  increased over 30
percent in the quarter in both the current and prior year.


Gross margin  improved by 90 basis  points to 38.1 percent of sales,  reflecting
better  management of both  inventory flow and seasonal  transition,  as well as
continued   strength  in  the   performance  of  the  company's   private  brand
merchandise.  SG&A expense  dollars  increased  with the higher sales volume but
were leveraged, improving by 60 basis points as a percent of sales.

Operating profit was $213 million,  or 5.4 percent of sales,  compared with $149
million,  or 3.9 percent of sales last year.  This  represents an increase of 43
percent, or 150 basis points as a percent of sales.

Other Charges and Credits

Net  interest  expense  was $40  million in the  quarter,  lower  than  original
expectations, with interest income benefiting principally from higher short-term
interest  rates on cash  balances.  In addition,  the company  incurred  pre-tax
charges  of $5  million  related  to the  repurchase  of  debt  in  open  market
transactions during the quarter. The company reported $14 million of income from
real estate and other, including $8 million in gains from the sale of previously
closed facilities.  The effective income tax rate for continuing  operations was
33.2  percent,  reflecting a $5 million  one-time  credit  related to changes in
state income taxes.

Discontinued Operations

On July 5, 2005, the company  completed the sale of its interest in Lojas Renner
S.A.  Historical  financial  statements  and  restated  comparable  store  sales
percents  reflecting Renner as a discontinued  operation are included as part of
this release (Attachment 1). Discontinued operations contributed $0.04 per share
to  net  income  in the  second  quarter,  principally  related  to  adjustments
associated  with  the  earlier  sales  of the  Eckerd  drugstore  operation  and
international operations.



Financial Condition

As of July 30, 2005,  the company had cash  investments  of $3.4 billion,  which
will  be  reduced  over  the  balance  of  the  year  as the  capital  structure
repositioning  program is  completed.  Long-term  debt  totaled $3.5 billion and
reflects the payment at maturity of the $193 million aggregate  principal amount
of 7.05%  notes due May 23,  2005,  as well as $56  million of open  market debt
repurchases  in the  second  quarter.  Free cash flow is  trending  higher  than
original  guidance,  principally as a result of strong operating  performance in
the  first  half.  The  company  now  expects  to  generate  free  cash  flow of
approximately $250 million for the fiscal year.



Capital Structure Repositioning

Since  announcing the sale of Eckerd last year, the company's board of directors
has authorized common stock repurchases that aggregate $4.15 billion. During the
second quarter,  the company repurchased 12.5 million shares of its common stock
under this program, which brings the total repurchases in the first half of 2005
to  approximately  20 million shares for about $1 billion.  Since initiating the
program in August 2004,  the company has  repurchased  approximately  70 million
shares for about $3  billion.  The  remaining  $1.15  billion  share  repurchase
authorization,   which  includes  the  additional  $400  million  authorized  in
connection with the July sale of Renner,  is expected to be completed by the end
of fiscal 2005.


Earnings Guidance

For the third and  fourth  quarters,  both  comparable  store  sales and  Direct
(catalog/Internet) sales are expected to increase low-single digits. The company
currently  expects earnings from continuing  operations in the area of $0.82 per
share and $1.52 per share in the third and fourth quarters,  respectively.  This
would result in full year earnings from continuing  operations of  approximately
$3.35 per share,  an increase of more than 50 percent  from the $2.20  earned in
2004. This guidance  reflects the impact of expensing stock options,  as well as
the classification of Renner as a discontinued operation.  Average diluted share
counts for EPS calculations are expected to be approximately 260 million shares,
245 million shares, and 260 million shares for the third quarter, fourth quarter
and full year, respectively.

Earnings per share guidance for the balance of the year reflects the expectation
for continued  improvement in both gross margin and SG&A expense as a percent of


sales,  coupled with benefits from the common stock buyback program. The company
currently  expects full year operating profit of  approximately 8 percent.  With
higher  short-term  interest rates,  net interest expense for the balance of the
year should benefit from higher levels of interest income on cash balances.  The
company  now expects  interest  expense to be in the range of $45 to $50 million
per quarter, based on the current interest rate environment.

Conference Call/Webcast Details

Senior  management  will host a live  conference  call and real-time  webcast on
August 16, 2005,  beginning at 9:30 a.m. ET.  Access to the  conference  call is
open to the press  and  general  public in a listen  only  mode.  To access  the
conference call, please dial  973-935-2035 and reference the JCPenney  Quarterly
Earnings  Conference Call. The telephone playback will be available for two days
beginning  approximately  two hours after the  conclusion of the call by dialing
973-341-3080,  pin code 5717198. The live webcast may be accessed via JCPenney's
Investor Relations page at  www.jcpenney.net,  or on  www.streetevents.com  (for
members)  and  www.fulldisclosure.com  (for  media  and  individual  investors).
Replays of the webcast will be available for up to 90 days after the event.


For further information, contact:

Investor Relations
Bob Johnson; (972) 431-2217; rvjohnso@jcpenney.com
Ed Merritt; (972) 431-8167; emerritt@jcpenney.com

Public Relations
Quinton Crenshaw; (972) 431-5581; qcrensha@jcpenney.com
Tim Lyons; (972) 431-4834; tmlyons@jcpenney.com

About JCPenney

J. C. Penney Corporation,  Inc., the wholly owned operating  subsidiary of J. C.
Penney Company, Inc., is one of America's largest department store, catalog, and
e-commerce retailers, employing approximately 150,000 associates. As of July 30,
2005, J. C. Penney  Corporation,  Inc. operated 1,015 JCPenney department stores
throughout the United States and Puerto Rico.  JCPenney is the nation's  largest
catalog merchant of general merchandise,  and jcpenney.com is one of the largest
apparel and home furnishings sites on the Internet.

This release may contain  forward-looking  statements  within the meaning of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements,  which  reflect the  company's  current  views of future  events and
financial  performance,  involve known and unknown risks and uncertainties  that
may cause the company's  actual results to be materially  different from planned
or expected results.  Those risks and uncertainties include, but are not limited
to, competition,  consumer demand, seasonality,  economic conditions,  including
oil prices,  changes in  management,  retail  industry  consolidations,  acts of
terrorism or war, and  government  activity.  Please refer to the company's most
recent Form 10-K and  subsequent  filings for a further  discussion of risks and
uncertainties.  Investors  should  take such  risks  into  account  when  making
investment decisions. In addition, non-GAAP terms referenced, such as EBITDA and
free cash flow, are defined and presented in the Company's 2004 Annual Report on
Form 10-K. We do not undertake to update these forward-looking  statements as of
any future date.

                                      # # #

           J. C. PENNEY COMPANY, INC. SUMMARY OF OPERATING RESULTS
             (Unaudited) (Amounts in millions except per share data)


                                                                                                              
                                                            13 weeks ended                            26 weeks ended
                                                       --------------------------------------    -----------------------------------
                                                            
                                                         July 30,      July 31,     % Inc.         July 30,      July 31,    % Inc.
                                                           2005          2004       (Dec.)           2005          2004      (Dec.)
                                                       -------------  -----------  ----------    -------------   ---------- --------
                                                                    
SALES PERCENTAGES:
Comparable department store sales increase                  4.2 %        6.9 %                        3.5 %        8.0 %
Direct (Catalog/Internet) sales increase/(decrease)         7.1 %         (1.6)%                      6.2 %        2.5 %

STATEMENTS OF OPERATIONS:
Total net sales                                           $ 3,981      $ 3,778        5.4%          $ 8,099      $ 7,750      4.5%
Gross margin                                                1,516        1,407        7.7%            3,210        2,993      7.3%
Selling, general and administrative
   (SG&A) expenses                                          1,303        1,258        3.6%            2,689        2,620      2.6%
                                                       -------------  -----------                 -------------   ----------
                                                                             
Operating profit                                              213          149       43.0%              521          373     39.7%
Net interest expense                                           40           48       (16.7)%             89          102     (12.7)%
Bond premiums and unamortized costs                             5            -         N/A               18            -       N/A
Real estate and other                                         (14)          (5)        N/A              (36)         (13)      N/A
                                                       -------------  -----------                 -------------   ----------
                                                                             
Income from continuing operations
   before income taxes                                        182          106       71.7%               450          284     58.5%
Income tax expense                                             60           38       57.9%               157           99     58.6%
                                                       -------------  -----------                 -------------   ----------
                                                                             
Income from continuing operations                           $ 122         $ 68       79.4%             $ 293        $ 185     58.4%
                                                       -------------  -----------                 -------------   ----------
                                                                             
Discontinued operations, net of income tax
    expense/(benefit) of $28, $(86), $28 and $(176)             9          (67)        N/A                10         (143)      N/A
                                                       -------------  -----------                 -------------   ----------
                                                                             
Net income                                                  $ 131          $ 1       100.0% +          $ 303         $ 42    100.0%+
                                                       =============  ===========                 =============   ==========
                                                                             

Earnings per share from continuing
   operations - diluted                                  $ 0.46       $ 0.22      100.0% +          $ 1.09       $ 0.60     81.7%

Earnings/(loss) per share - diluted                      $ 0.50      $ (0.02)     100.0% +          $ 1.13       $ 0.14    100.0% +

FINANCIAL DATA:
---------------
Ratios as a % of sales:
      Gross margin                                            38.1%        37.2%                         39.6%        38.6%
      SG&A expenses                                           32.7%        33.3%                         33.2%        33.8%
      Operating profit                                         5.4%         3.9%                          6.4%         4.8%
Depreciation and amortization                               $   88        $   83                        $ 175        $ 168
Effective income tax rate for continuing operations           33.2%        35.5%                         34.9%        34.9%

COMMON SHARES DATA:
Outstanding shares at end of period                           255.6        283.8                         255.6        283.8
Average shares outstanding (basic shares)                     261.8        282.6                         266.5        280.0
Average shares used for diluted EPS                           264.5        287.4                         269.2        307.9
Shares repurchased                                             12.5            -                          20.2            -
Total cost of shares repurchased                              $ 666          $ -                       $ 1,026          $ -





                                       1

                           J. C. Penney Company, Inc.
               SUMMARY BALANCE SHEETS AND STATEMENTS OF CASH FLOWS
                        (Unaudited) (Amounts in millions)


                                                                                                  
                                                                       July 30,                     July 31,
                                                                         2005                         2004
                                                                      -----------                 -------------
                                                                                       

SUMMARY BALANCE SHEETS:
Cash and short-term investments                                          $ 3,385                       $ 7,383
Merchandise inventory (net of LIFO reserves of $25 and $43)                3,445                         3,408
Other current assets                                                         406                           348
Property and equipment, net                                                3,625                         3,413
Other assets                                                               2,051                         1,762
Assets of discontinued operations                                              -                           227
                                                                      -----------                 -------------
                                                                                       
      Total assets                                                      $ 12,912                      $ 16,541
                                                                      ===========                 =============
                                                                                       

Accounts payable and accrued expenses                                    $ 2,659                       $ 2,699
Current maturities of long-term debt                                          15                         1,165
Current income taxes, payable and deferred                                    36                           889
Long-term debt                                                             3,457                         3,960
Long-term deferred taxes                                                   1,320                         1,140
Other liabilities                                                          1,031                           991
Liabilities of discontinued operations                                         -                            95
                                                                      -----------                 -------------
                                                                                       
      Total liabilities                                                    8,518                        10,939
Stockholders' equity                                                       4,394                         5,602
                                                                      -----------                 -------------
                                                                                       
      Total liabilities and stockholders' equity                        $ 12,912                      $ 16,541
                                                                      ===========                 =============
                                                                                       


                                                                                    26 weeks ended
                                                                      -----------------------------------------
                                                                      
                                                                       July 30,                     July 31,
                                                                         2005                         2004
                                                                      -----------                 -------------
                                                                                       
SUMMARY STATEMENTS OF CASH FLOWS:
---------------------------------
Net cash provided by/(used in):
      Total operating activities                                           $ 213                         $ 218
                                                                      -----------                 -------------
                                                                                       
      Investing activities
         Capital expenditures                                               (233)                         (179)
         Proceeds from sale of assets                                         27                            28
         Proceeds from the sale of discontinued operations                   283                         4,666
                                                                      -----------                 -------------
                                                                                       
      Total investing activities                                              77                         4,515
                                                                      -----------                 -------------
                                                                                       
      Financing activities
         Change in debt                                                     (466)                         (238)
         Stock repurchase program                                         (1,018)                            -
         Other changes in stock                                              158                           169
         Dividends paid, preferred and common                                (69)                          (81)
                                                                      -----------                 -------------
                                                                                       
      Total financing activities                                          (1,395)                         (150)
                                                                      -----------                 -------------
                                                                                       
Cash (paid) for discontinued operations                                     (159)                         (164)
                                                                      -----------                 -------------
                                                                                       
Net (decrease)/ increase in cash and short-term investments               (1,264)                        4,419
Cash and short-term investments at beginning of period                     4,649                         2,964
                                                                      -----------                 -------------
                                                                                       
Cash and short-term investments at end of period                         $ 3,385                       $ 7,383
                                                                      ===========                 =============







                                        2


JCPenney Company, Inc.
Attachment 1
Income/(Loss) from Continuing Operations
(Unaudited)


                                                                                               
                                                                          Fiscal          Fiscal        
(in millions, except per share data)                                       2001            2002         
                                                                        ------------   -------------    
Retail sales, net
       Department stores                                                    $14,491         $14,771     
       Direct (Catalog/Internet)                                              3,349           2,613     
                                                                        ------------   -------------    
       Total                                                                 17,840          17,384     

Gross margin                                                                  5,974           6,224     
Selling, general and administrative expenses                                  5,434           5,541     
                                                                        ------------   -------------    
Operating profit                                                                540             683     
Net interest expense                                                            219             212     
Bond premiums and unamortized costs                                               -               -     
Real estate and other (income)/expense                                           46              59     
                                                                        ------------   -------------    
Income/(loss) from continuing operations before income taxes                    275             412     
Income taxes                                                                     92             129     
                                                                        ------------   -------------    
Income/(loss) from continuing operations                                        183             283     
                                                                        ============   =============    

Diluted earnings per share from continuing operations                        $ 0.58          $ 0.95     

Average shares used for diluted EPS calculation                                 267             270     

Ratios as a % of sales
       Gross margin                                                           33.5%           35.8%     
       SG&A expenses                                                          30.5%           31.9%     
       Operating profit                                                        3.0%            3.9%     
Depreciation and amortization                                                 $ 360           $ 362     




JCPenney Company, Inc.
Attachment 1
Income/(Loss) from Continuing Operations
(Unaudited)


                                                                                                                    
                                                               Q1             Q2              Q3             Q4           Fiscal 
(in millions, except per share data)                          2003           2003            2003           2003           2003  
                                                             ----------   ------------   -------------   ------------   ------------
Retail sales, net
       Department stores                                       $ 3,082        $ 3,017         $ 3,603        $ 5,113       $ 14,815
       Direct (Catalog/Internet)                                   587            561             665            885          2,698
                                                             ----------   ------------   -------------   ------------   ------------
       Total                                                     3,669          3,578           4,268          5,998         17,513

Gross margin                                                     1,436          1,280           1,639          2,143          6,498
Selling, general and administrative expenses                     1,353          1,232           1,433          1,711          5,729
                                                             ----------   ------------   -------------   ------------   ------------
Operating profit                                                    83             48             206            432            769
Net interest expense                                                61             67              62             57            247
Bond premiums and unamortized costs                                  -              -               -              -              -
Real estate and other (income)/expense                              (9)           (12)              4              -            (17)
                                                             ----------   ------------   -------------   ------------   ------------
Income/(loss) from continuing operations before income taxes        31             (7)            140            375            539
Income taxes                                                         9             (3)             47            126            179
                                                             ----------   ------------   -------------   ------------   ------------
Income/(loss) from continuing operations                             22             (4)             93            249            360
                                                             ==========   ============   =============   ============   ============

Diluted earnings per share from continuing operations           $ 0.06        $ (0.04)         $ 0.32         $ 0.81         $ 1.20

Average shares used for diluted EPS calculation                    273            272             298            311            297

Ratios as a % of sales
       Gross margin                                              39.1%          35.8%           38.4%          35.7%          37.1%
       SG&A expenses                                             36.8%          34.5%           33.6%          28.5%          32.7%
       Operating profit                                           2.3%           1.3%            4.8%           7.2%           4.4%
Depreciation and amortization                                     $ 87           $ 86            $ 90          $ 101          $ 364




JCPenney Company, Inc.
Attachment 1
Income/(Loss) from Continuing Operations
(Unaudited)


                                                                                                              
                                                               Q1            Q2           Q3         Q4      Fiscal         Q1
(in millions, except per share data)                          2004          2004         2004      2004       2004         2005
                                                             ---------   ---------    --------   --------   --------    --------
Retail sales, net
       Department stores                                    $ 3,347      $ 3,226      $ 3,701    $ 5,083   $ 15,357     $ 3,459
       Direct (Catalog/Internet)                                625          552          690        872      2,739         659
                                                            ---------   ---------     --------   --------   --------    --------
       Total                                                  3,972        3,778        4,391      5,955     18,096       4,118

Gross margin                                                  1,586        1,407        1,789      2,207      6,989       1,693
Selling, general and administrative expenses                  1,362        1,258        1,447      1,635      5,702       1,386
                                                             ---------   ---------   --------   --------   --------    --------
Operating profit                                                224          149          342        572      1,287         307
Net interest expense                                             54           48           68         53        223          49
Bond premiums and unamortized costs                               -            -           47          -         47          13
Real estate and other (income)/expense                           (8)          (5)           -         25         12         (22)
                                                              ---------   ---------   --------   --------   --------    --------
Income/(loss) from continuing operations before income taxes    178          106          227        494      1,005         267
Income taxes                                                     61           38           79        170        348          97
                                                              ---------   ---------   --------   --------   --------    --------
Income/(loss) from continuing operations                        117           68          148        324        657         170
                                                              =========   =========   ========   ========   ========    ========

Diluted earnings per share from continuing operations        $ 0.38       $ 0.22       $ 0.50     $ 1.14     $ 2.20      $ 0.62

Average shares used for diluted EPS calculation                 306          287          309        285        307         274

Ratios as a % of sales
       Gross margin                                           39.9%        37.2%        40.7%       37.1%      38.6%       41.1%
       SG&A expenses                                          34.3%        33.3%        32.9%       27.5%      31.5%       33.6%
       Operating profit                                        5.6%         3.9%         7.8%        9.6%       7.1%        7.5%
Depreciation and amortization                                  $ 85         $ 83         $ 89      $ 102      $ 359        $ 87




                             JCPenney Company, Inc.
  Attachment 1: Consolidated Balance Sheets - Continuing Operations (Unaudited)
                                 ($ in millions)

                                                                                           

                                                   Fiscal                        Fiscal  
                                                    2005                         2004          
                                                  ----------  ---------------------------------------------  
                                                  
                                                   Apr. 30,    May 1,      Jul. 31,    Oct. 30,   Jan. 29,   
                                                    2005        2004        2004        2004       2005      
                                                  ----------  ----------  ----------  ---------  ----------  
                                                  
ASSETS
Current assets
  Cash and short-term investments               $     4,115 $     2,997 $     7,383 $    4,541 $     4,649  
  Receivables                                           274         163         150        145         274   
  Merchandise inventory (1)                           3,258       3,312       3,408      4,207       3,142   
  Prepaid expenses                                      172         202         198        249         167   
                                                  ----------  ----------  ----------  ---------  ----------  
                                                  
     Total current assets                             7,819       6,674      11,139      9,142       8,232   

  Property and equipment, net                         3,574       3,408       3,413      3,439       3,575   
  Prepaid pension                                     1,524       1,302       1,297      1,570       1,538   
  Other assets                                          493         461         465        488         473   
  Assets of discontinued operations                     289       6,315         227        250         309   
                                                  ----------  ----------  ----------  ---------  ----------  
                                                                      

    Total Assets                                $    13,699 $    18,160 $    16,541 $   14,889 $    14,127 
                                                  ==========  ==========  ==========  =========  ==========  
                                                                      


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable and accrued expenses         $     2,559  $    2,343  $    2,699  $   3,091  $    2,770  
  Short-term debt                                        72           -           -          -           -   
  Current maturities of long-term debt                  264         243       1,165        603         459   
  Current income taxes, payable and deferred            102         875         889        103          68   
                                                  ----------  ----------  ----------  ---------  ----------  
                                                                      
     Total Current Liabilities                        2,997       3,461       4,753      3,797       3,297   

Long-term debt                                        3,461       5,113       3,960      3,955       3,464   
Deferred taxes                                        1,320       1,205       1,140      1,291       1,319   
Other liabilities                                     1,031         819         991        997       1,042   
Liabilities of discontinued operations                  128       1,964          95        106         149   
                                                  ----------  ----------  ----------  ---------  ----------  
                                                                      
     Total Liabilities                                8,937      12,562      10,939     10,146       9,271   

Stockholders' Equity                                  4,762       5,598       5,602      4,743       4,856   
                                                  ----------  ----------  ----------  ---------  ----------  
                                                                      

     Total Liabilities and Stockholders' Equity $    13,699  $   18,160  $   16,541  $  14,889  $   14,127  
                                                  ==========  ==========  ==========  =========  ==========  
                                                                      

(1) Net of LIFO reserve (in millions) of $25, $43, $43, $43, $25, $49, $49, $49,
$43, $49, and $43, respectively.




                             JCPenney Company, Inc.
  Attachment 1: Consolidated Balance Sheets - Continuing Operations (Unaudited)
                                 ($ in millions)

                                                                                                          

                                                                      Fiscal                      Fiscal      Fiscal
                                                                       2003                        2002        2001
                                                   ---------------------------------------------  ----------  ----------
                                                 
                                                    Apr. 26,    Jul. 26,   Oct. 25,    Jan. 31,    Jan. 25,   Jan. 26,
                                                     2003        2003       2003        2004        2003        2002
                                                   ----------  ---------  ----------  ----------  ----------  ----------
                                                 
ASSETS
Current assets
  Cash and short-term investments                $     2,609 $    2,588 $     1,890 $     2,964 $     2,454 $     2,814
  Receivables                                            237        198         353         140         155         112
  Merchandise inventory (1)                            3,306      3,318       4,172       3,135       2,955       2,894
  Prepaid expenses                                       100        104         140         207          90          96
                                                   ----------  ---------  ----------  ----------  ----------  ----------
                                                 
     Total current assets                              6,252      6,208       6,555       6,446       5,654       5,916

  Property and equipment, net                          3,478      3,447       3,439       3,461       3,566       3,698
  Prepaid pension                                      1,123      1,111       1,381       1,320       1,150         873
  Other assets                                           497        515         511         472         485         485
  Assets of discontinued operations                    6,887      7,063       7,190       6,601       6,932       7,021
                                                   ----------  ---------  ----------  ----------  ----------  ----------
                                                 

    Total Assets                                 $    18,237 $   18,344 $    19,076 $    18,300 $    17,787 $    17,993
                                                   ==========  =========  ==========  ==========  ==========  ==========
                                                 


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable and accrued expenses           $    1,995  $   1,959  $    2,598  $    2,458  $    2,209  $    2,075
  Short-term debt                                          -          -           -           -           -           -
  Current maturities of long-term debt                   278        626         485         242         276         920
  Current income taxes, payable and deferred              22         21         106         943           -         162
                                                   ----------  ---------  ----------  ----------  ----------  ----------
                                                 
     Total Current Liabilities                         2,295      2,606       3,189       3,643       2,485       3,157

Long-term debt                                         5,505      5,128       5,103       5,114       4,897       5,140
Deferred taxes                                         1,202      1,209       1,330       1,218       1,161       1,016
Other liabilities                                        779        778         779         804         782         786
Liabilities of discontinued operations                 1,994      2,181       2,172       2,096       2,092       1,765
                                                   ----------  ---------  ----------  ----------  ----------  ----------
                                                 
     Total Liabilities                                11,775     11,902      12,573      12,875      11,417      11,864

Stockholders' Equity                                   6,462      6,442       6,503       5,425       6,370       6,129
                                                   ----------  ---------  ----------  ----------  ----------  ----------
                                                 

     Total Liabilities and Stockholders' Equity   $   18,237  $  18,344  $   19,076  $   18,300  $   17,787  $   17,993
                                                   ==========  =========  ==========  ==========  ==========  ==========
                                                 

(1) Net of LIFO reserve (in millions) of $25, $43, $43, $43, $25, $49, $49, $49,
$43, $49, and $43, respectively.


                             JCPenney Company, Inc.
                                  Attachment 1
                 Comparable Store Sales - Continuing Operations

                                                       

                             Fiscal         Fiscal         Fiscal
                              2003           2004           2005
                          -------------  -------------  -------------
                              
February                          (1.7)%        11.8%           5.9%
March                             (5.1)%        11.1%          (0.4)%
April                             (6.5)%         4.6%           3.5%
---------------------------------------------------------------------

1st Quarter                       (4.6)%         9.1%           2.8%
---------------------------------------------------------------------

May                               3.7%           9.2%           2.9%
June                              0.5%           4.4%           7.4%
July                              3.9%           8.1%           1.6%
---------------------------------------------------------------------

2nd Quarter                       2.5%           6.9%           4.2%
---------------------------------------------------------------------

August                            6.7%           4.1%
September                         0.7%           1.8%
October                           (2.5)%         1.8%
---------------------------------------------------------------------

3rd Quarter                       1.7%           2.6%
---------------------------------------------------------------------

November                          (1.1)%        12.2%
December                          4.1%           (1.3)%
January                           5.1%           2.5%
---------------------------------------------------------------------

4th Quarter                       2.8%           2.8%
---------------------------------------------------------------------

Full Year                         0.8%           4.9%