FormTable 10-Kof Contents

~~SECURITIES AND EXCHANGE COMMISSION~~ Form 10-K

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~(Mark~~Washington, ~~One)~~D. C. 20549

~~x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15~~(d)Mark ~~OF THE~~One)

~~SECURITIES~~þ ~~EXCHANGE~~ANNUAL ~~ACT~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF ~~1934~~THE

~~For~~SECURITIES ~~the~~EXCHANGE ~~fiscal~~ACT ~~year~~OF ~~ended~~1934 ~~January 31, 2004~~

orFor the fiscal year ended January 29, 2005

~~¨ TRANSITION REPORT PURSUANT TO SECTION 13~~ or ~~15(d) OF THE~~

~~SECURITIES~~o ~~EXCHANGE~~TRANSITION ~~ACT~~REPORT PURSUANT TO SECTION 13 or 15(d) OF ~~1934~~THE

~~For~~SECURITIES ~~the~~EXCHANGE ~~transition~~ACT ~~period~~OF 1934 ~~from to~~

~~Commission~~For ~~File~~the ~~No.~~transition ~~1-4947-1~~period from _____________ to_____________

J.Commission C.File ~~PENNEY FUNDING CORPORATION~~ No. 1-04947

~~(Exact~~J. ~~name~~C. ofPENNEY ~~registrant~~FUNDING ~~as specified in its charter)~~ CORPORATION

Delaware		51-0101524
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

6501 Legacy Drive, Plano, Texas 75024-3698


Delaware		51-0101524
(State or other jurisdiction of incorporation or Identification No.)		(I.R.S. Employer organization)

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

(~~Zip Code~~972) 431-1000 (Registrant’s telephone number, including area code)

(~~972)~~Former ~~431-1000~~name, former address and former fiscal year, if changed since last report)

~~(Registrant’s~~Securities ~~telephone~~registered ~~number,~~pursuant ~~including~~to ~~area code~~Section 12(b) of the Act:

None (~~Former~~Title ~~name,~~of ~~former address and former fiscal year, if changed since last report~~class)

Securities registered pursuant to ~~Section~~section 12(bg) of the Act:

None (Title of class)

Indicate by check mark whether the registrant (~~Title~~1) has filed all reports required to be filed by Section 13 or 15(d) of ~~class~~the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~Securities~~þYes ~~registered~~o ~~pursuant to section 12(g) of the Act:~~No

~~None~~Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is an accelerated filer (~~Title~~as defined in Rule 12b-2 of the ~~class~~Act) .

~~Indicate~~Yes byo check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No þ

~~Indicate~~State bythe ~~check~~aggregate ~~mark~~market ifvalue ~~disclosure~~ of ~~delinquent~~the ~~filers~~voting ~~pursuant~~and tonon-voting ~~Item~~common ~~405~~equity ofheld ~~Regulation~~by Snon-~~K (§229.405~~ affiliates of ~~this chapter) is not contained herein, and will not be contained, to~~ the ~~best of~~ registrant’s: ~~knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form~~None ~~10-K. x~~

Indicate ~~by check~~the ~~mark~~number ~~whether~~of shares outstanding of each of the ~~registrant~~issuer’s isclasses anof ~~accelerated~~common ~~filer~~stock, (as ~~defined~~of the inlatest ~~Rule~~practicable ~~12b-2~~date. 500,000 shares of ~~the~~Common ~~Act). Yes ¨ No x~~Stock of 100 dollars par value, as of April 1, 2005.

~~State~~DOCUMENTS ~~the~~INCORPORATED ~~aggregate~~BY ~~market value of the voting and non-voting common equity held by non-affiliates of the registrant: None~~ REFERENCE

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Documents from which portions are incorporated by reference		Parts of the Form 10-K into which incorporated

J. C. Penney Company, Inc. 2004 Annual Report to Stockholders		Part I

~~500,000~~ THE REGISTRANT ~~shares~~MEETS ofTHE ~~Common~~CONDITIONS ~~Stock~~SET ofFORTH ~~100~~IN ~~dollars~~GENERAL ~~par~~INSTRUCTION I(1) ~~value,~~(a) asAND of(b) ~~April~~OF 1,FORM ~~2004~~10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

~~DOCUMENTS~~TABLE ~~INCORPORATED~~OF ~~BY REFERENCE~~ CONTENTS

Documents from which portions are incorporated by reference		Parts of the Form 10-K into which incorporated
PART I
J. C. Penney Company, Inc. 2003 Annual Report to Stockholders		Part I
Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
PART II
	Item 5. Market for and Dividends on Registrant’s Common Equity and Related Stockholder Matters
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures about Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
	Item 9A. Controls and Procedures
PART IV
	Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
Consent of Independent Registered Public Accounting Firm
Certification by Michael P. Dastugue - 302
Certification by William J. Alcorn - 302
Certification by Michael P. Dastugue - 906
Certification by William J. Alcorn - 906
Excerpt From JCPenney's 2004 Annual Report to Stockholders

THETable REGISTRANTof MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) Contents

~~AND~~PART ~~(b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED~~I ~~DISCLOSURE FORMAT.~~

~~PART~~Item 1. I Business.

~~Item~~ J. C. 1Penney Funding Corporation (“Funding”), which was incorporated in Delaware in 1964, is a wholly owned subsidiary of J. ~~Business~~C. Penney Corporation, Inc. (“JCPenney”), also incorporated in Delaware. Funding’s executive offices are located in JCPenney’s offices in Plano, Texas. Its business consists of financing a portion of JCPenney’s operations through loans to JCPenney.

J. JCPenney, C.a ~~Penney~~company ~~Funding~~founded ~~Corporation~~by ~~(“Funding”),~~James ~~which~~Cash ~~was~~Penney ~~incorporated~~ in ~~Delaware~~1902 and incorporated in ~~1964~~1924, ishas grown to be a ~~wholly~~major ~~owned~~retailer ~~subsidiary~~operating of1,017 J.JCPenney Cdepartment stores in 49 states and Puerto Rico. ~~Penney~~In ~~Corporation~~addition, ~~Inc. (“~~JCPenney~~”),~~ ~~also~~operates ~~incorporated~~62 Renner department stores in ~~Delaware~~Brazil. ~~Funding’s~~In ~~executive~~November 2003 ~~offices~~JCPenney closed ~~are~~the ~~located~~sale inof ~~JCPenney’s~~its ~~offices~~six inMexico ~~Plano,~~department ~~Texas~~stores. ~~Its~~On ~~business~~July 31, ~~consists~~2004, JCPenney and certain of ~~financing~~its subsidiaries aclosed ~~portion~~the sale of its Eckerd drugstore operations. JCPenney’s ~~operations~~business ~~through~~consists of ~~loans~~providing merchandise and services to ~~JCPenney~~consumers through department stores, catalog and Internet. JCPenney markets family apparel, jewelry, shoes, accessories and home furnishings.

~~JCPenney,~~ Pursuant ato ~~company~~the ~~founded~~terms byof ~~James~~financing ~~Cash Penney~~agreements inbetween ~~1902~~Funding and ~~incorporated in 1924~~JCPenney, ~~has~~payments ~~grown~~from JCPenney to beFunding aare ~~major~~set ~~retailer~~to ~~operating~~produce ~~1,020~~earnings ~~JCPenney~~sufficient ~~department~~to ~~stores~~cover inFunding’s 49fixed ~~states~~charges, principally ~~and~~interest ~~Puerto~~on ~~Rico. In addition~~borrowings, ~~JCPenney~~at ~~operates~~a 58coverage ~~Renner~~ratio ~~department~~mutually ~~stores~~agreed inupon ~~Brazil.~~between InFunding ~~November 2003~~ and JCPenney. ~~closed the~~(See ~~sale~~“Loan ofAgreement” ~~its six Mexico department stores~~below.) AThe ~~major~~earnings ~~portion~~to offixed ~~JCPenney’s~~charges ~~business~~coverage ~~consists~~ratio ofhas historically ~~providing~~been ~~merchandise~~at ~~and~~least ~~services~~1.5 to ~~consumers through department stores, catalog and Internet~~1. ~~JCPenney markets family apparel, jewelry, shoes,~~ ~~accessories and home furnishings.~~

~~Pursuant~~ Holding Company Establishment. Effective January 27, 2002, J. C. Penney Company, Inc. changed its corporate structure to ~~the~~a ~~terms~~holding company format. As part of this structure, J. C. ~~financing~~Penney ~~agreements~~Company, ~~between~~Inc. ~~Funding~~changed ~~and~~its name to J. C. Penney Corporation, Inc. (JCPenney) and became a wholly owned subsidiary of a newly formed affiliated holding company (Holding Company). The new Holding Company assumed the name J. C. Penney Company, ~~payments~~Inc. ~~from~~The Holding Company has no direct subsidiaries other than JCPenney. toThe ~~Funding~~Holding ~~are~~Company ~~set~~has tono ~~produce~~independent ~~earnings~~assets ~~sufficient~~or tooperations. All ~~cover~~outstanding ~~Funding~~shares of common and preferred stock were automatically converted into the identical number and type of shares in the new holding company. Stockholders’s ~~fixed~~ownership ~~charges,~~interests in ~~principally~~the ~~interest~~business ondid ~~borrowings,~~not atchange as a ~~coverage~~result ~~ratio~~of ~~mutually~~the ~~agreed~~new ~~upon~~structure. ~~between~~Shares of the Company remain ~~Funding~~publicly ~~and~~traded ~~JCPenney.~~under the same symbol (~~See~~JCP) on ~~“Loan~~the ~~Agreement”~~New ~~below~~York Stock Exchange.) The ~~earnings~~Holding toCompany ~~fixed~~is a ~~charges~~co-obligor ~~coverage~~(or ~~ratio~~guarantor, ~~has~~as ~~historically~~appropriate) ~~been~~regarding atthe ~~least~~payment ~~1.5~~of toprincipal 1and interest on JCPenney’s outstanding debt securities. The guarantee by the Holding Company of certain of JCPenney’s outstanding debt securities is full and unconditional.

~~Holding~~ Operations ~~Company~~of ~~Establishment~~Funding. ~~Effective~~To ~~January~~assist ~~27,~~in ~~2002,~~financing J.the C.operations ~~Penney~~of ~~Company,~~JCPenney ~~Inc.~~as ~~changed~~described under ~~its~~“Business” ~~corporate~~above, ~~structure~~Funding tofrom atime ~~holding~~to ~~company~~time ~~format. As~~sells ~~part~~its ofshort-term ~~this~~notes ~~structure,~~(commercial J.paper) C.to investors ~~Penney~~through ~~Company,~~dealer-placed ~~Inc~~programs. ~~changed~~The ~~its~~short-term ~~name~~notes toare J.guaranteed C.on ~~Penney~~a ~~Corporation,~~subordinated basis ~~Inc.~~by (JCPenney). ~~and~~Historically, ~~became~~Funding ahas ~~wholly~~issued ~~owned~~long-term ~~subsidiary~~debt ofin apublic ~~newly~~and ~~formed~~private ~~affiliated~~markets in ~~holding~~the ~~company~~United ~~(Holding~~States ~~Company)~~and abroad. ~~The~~Funding ~~new~~has ~~Holding~~not ~~Company~~issued ~~assumed the~~commercial ~~name~~paper J.since C2000. ~~Penney~~In ~~Company~~2001, JCPenney ~~Inc.~~sold ~~The~~the ~~Holding~~assets ~~Company~~of ~~has~~J. noC. ~~direct~~Penney ~~subsidiaries~~Direct ~~other~~Marketing ~~than~~Services, ~~JCPenney~~Inc. ~~The~~to ~~Holding~~an ~~Company~~unrelated ~~has~~third party. noDuring ~~independent~~the ~~assets~~second orquarter ~~operations.~~of ~~All~~2004, ~~outstanding~~JCPenney ~~shares~~sold ofits ~~common~~Eckerd ~~and~~drugstore ~~preferred~~chain ~~stock~~to ~~were~~two unrelated ~~automatically~~third ~~converted into~~parties ~~the~~generating ~~identical~~after ~~number~~tax ~~and~~cash ~~type~~proceeds of ~~shares~~approximately ~~in the new holding company~~$3.5 billion. ~~Stockholders’~~The result ~~ownership~~of ~~interests~~these intransactions ~~the~~coupled ~~business~~with ~~did~~JCPenney’s ~~not~~other ~~change~~sources ~~as a result~~ of ~~the~~liquidity ~~new~~eliminated ~~structure.~~any ~~Shares~~need for ofFunding ~~the~~to ~~Company~~issue ~~remain~~commercial ~~publicly~~paper ~~traded~~for ~~under~~short-term ~~the~~borrowing ~~same~~requirements. ~~symbol~~Therefore, ~~(JCP)~~Funding onhas ~~the~~not ~~New~~produced ~~York~~any ~~Stock~~revenue ~~Exchange~~or income. ~~The~~In ~~Holding~~addition, ~~Company~~with isFunding’s acurrent ~~co-obligor~~credit ~~(or guarantor~~ratings, asit ~~appropriate)~~is assumed ~~regarding~~that ~~the~~Funding ~~payment~~would ofhave ~~principal~~little ~~and~~or ~~interest~~no oncurrent ~~JCPenney’s~~access ~~outstanding~~to ~~debt~~commercial ~~securities~~paper borrowing. ~~The~~Funding had ~~guarantee~~no byshort-term ~~the~~debt ~~Holding~~outstanding ~~Company~~as of ~~certain~~January 29, ~~of JCPenney’s~~2005, ~~outstanding~~or ~~debt~~as ~~securities~~of isJanuary 31, ~~full and unconditional~~2004.

~~Operations of Funding. To assist in financing the operations of JCPenney as described under “Business” above, Funding from time to time sells its short-term notes (commercial paper) to investors~~2 through dealer-placed programs. The short-term notes are guaranteed on a subordinated basis by JCPenney. Historically, Funding has issued long-term debt in public and private markets in the United States and abroad. In 2001, JCPenney sold the assets of J. C. Penney Direct Marketing Services, Inc. to an unrelated third party. The result of this transaction coupled with JCPenney’s other sources of liquidity eliminated the need for Funding to issue commercial paper for short-term borrowing requirements. Therefore, Funding has not produced any revenue or income. In addition, with Funding’s current credit ratings, it is assumed that Funding would have little or no current access to commercial paper borrowing. Funding had no short-term debt outstanding as of January 31, 2004, nor as of January 25, 2003.

2Table of Contents

Loan Agreement. Funding and JCPenney are parties to a Loan Agreement, dated as of January 28, 1986, as amended (“Loan Agreement”), which provides for unsecured loans to be made from time to time by Funding to JCPenney for the general business purposes of JCPenney, subject to the terms and conditions of the Loan Agreement. The loans may be either senior loans or subordinated loans, at the election of JCPenney, provided that, without the consent of the Board of Directors of Funding, the principal amount of loans outstanding at any time under the Loan Agreement may not ~~exceed~~ exceed specified limits. Currently such limits may not exceed $8 billion in the aggregate for all loans and $1 billion in the aggregate for all subordinated loans. The terms of each loan under the Loan Agreement shall be as agreed upon at the time of such loan by Funding and JCPenney, provided that Funding may require upon demand that any loan be paid, and JCPenney may prepay without premium any loan, in whole or in part at any time. Under the terms of the Loan Agreement, JCPenney and Funding agree from time to time upon a mutually acceptable earnings coverage of Funding’s interest and other fixed charges. If at the end of each fiscal quarter during which a loan is outstanding, the earnings coverage of Funding’s interest and other fixed charges is less than the agreed upon ratio, JCPenney will pay to Funding an additional amount sufficient to provide for such coverage to be not less than the agreed upon ratio. In the event that JCPenney and Funding have not agreed upon a mutually acceptable ratio for any fiscal quarter, the applicable quarterly payment with respect to such period will include an amount equal to the excess, if any, of one and one-half percent of the daily average of the aggregate principal amount outstanding on all loans during such period, over the aggregate amount of interest accrued on all such loans during such period.

Employment. Funding has had no employees since April 30, 1992.

Significant Transactions Since January 31, 2004. On April 4, 2004, the Company and certain of its subsidiaries signed definitive agreements with The Jean Coutu Group (PJC) Inc. (“Coutu”), and CVS Corporation and CVS Pharmacy, Inc. (“CVS”) for the sale of the Company’s Eckerd drugstore for a total of $4.525 billion in cash. In the Coutu transaction, the Company and indirect wholly Forward-~~owned~~Looking ~~subsidiary, TDI Consolidated Corporation, will sell the stock of Eckerd Corporation (“Eckerd”), Genovese Drug Stores, Inc~~Statements. ~~(“Genovese”), and Thrift Drug, Inc.~~ (“Thrift”) for $2.375 billion. Coutu will acquire Eckerd drugstores and support facilities located in thirteen Northeast and mid-Atlantic states, as well as the Eckerd Home Office located in thirteen Northeast and mid-Atlantic states, as well as the Eckerd Home Office located in Florida. In the CVS the Company, Eckerd, Genovese, Thrift, and Eckerd Fleet, Inc. will sell Eckerd drugstores and support facilities located in the remaining southern states, principally Florida and Texas, and Eckerd’s pharmacy benefits management, mail and specialty pharmacy businesses, to CVS for $2.150 billion. After closing adjustments, taxes, fees and other expenses relating to the transactions, the Company expects to generate approximately $3.5 billion in cash proceeds. Closing of the transactions, which are subject to normal and customary regulatory approvals, anticipated to occur by the end of the fiscal second quarter of 2004.

In This Annual Report on Form 10-K may contain forward-looking statements within the ~~fourth~~meaning ~~quarter~~of the Private Securities Litigation Reform Act of ~~2003~~1995, ~~JCPenney~~which ~~classified~~reflect ~~Eckerd~~Funding’s ascurrent aview ~~discontinued~~of ~~operation~~future events and ~~recorded~~financial anperformance. ~~adjustment~~The towords ~~reflect~~except, ~~the~~plan, ~~estimated~~anticipate, ~~fair~~believe, ~~value~~intent, should, ofwill ~~its~~and ~~investment~~similar inexpressions ~~Eckerd~~identify forward-looking statements. ~~The~~Any ~~Company~~such ~~also~~forward-looking statements ~~recorded~~are ~~the~~subject ~~estimated~~to ~~tax~~risks ~~liability~~and uncertainties that ~~would~~may because ~~due~~Funding’s ~~upon~~actual ~~the~~results ~~closing~~to ofbe materially adifferent ~~transaction.~~from ~~Additional~~planned ~~fair~~or ~~value~~expected results. Those risks and ~~tax~~uncertainties ~~liability~~include, but ~~adjustments~~are ~~related~~not limited to, ~~the~~competition, ~~sale~~consumer demand, ifseasonality, ~~any~~economic conditions, ~~will~~including gasoline beprices, ~~recorded~~changes in ~~the~~management, ~~first~~retail ~~quarter~~industry consolidations, acts of terrorism or war and government activity. Please see pages 15-18 in JCPenney’s 2004 Annual Report to Stockholders for a further discussion of risks and uncertainties. While Funding believes that its assumptions are reasonable, it cautions that it is impossible to predict the impact of such factors that could cause actual results to differ materially from predicted results. Funding intends the forward-looking statements in this Annual Report on Form 10-K to speak only at the time of its release and does not undertake to update or revise these projections as more information becomes available.

~~Forward-Looking Statements~~Item 2. Properties.

~~This~~ Funding ~~Annual~~owns ~~Report~~no onphysical ~~Form 10-K may contain forward-looking statements within the~~ properties.

Item 3. Legal Proceedings.

~~meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, which reflect~~ Funding’s ~~current~~has ~~views~~no ofmaterial ~~future~~legal ~~events and~~proceedings ~~financial~~pending ~~performance,~~against ~~involve known and unknown risks and uncertainties that may cause Funding’s actual results to be materially different from planned or expected results. Those risks and uncertainties include~~it, ~~but~~nor ~~are~~were ~~not~~any ~~limited to,~~proceedings ~~competition,~~terminated ~~consumer~~during ~~demand,~~the ~~seasonality,~~fourth ~~economic~~quarter ~~conditions,~~of ~~and~~the ~~government~~fiscal ~~activity,~~year ~~with~~covered ~~respect~~by tothis ~~both JCPenney and Funding~~report. ~~Investors should take such risks into account when making investment decisions.~~

~~Item 2. Properties.~~ 3

FundingTable ownsof no physical properties. Contents

~~Item~~PART ~~3. Legal Proceedings.~~ II

~~Funding~~Item 5. ~~has~~Market nofor and ~~material~~Dividends ~~legal~~on ~~proceedings~~Registrant’s ~~pending~~Common ~~against~~Equity ~~it,~~and ~~nor~~Related ~~were~~Stockholder ~~any proceedings terminated during the fourth quarter of the fiscal year covered by this report~~Matters.

4 JCPenney owns all of Funding’s outstanding common stock. Funding’s common stock is not traded, and no dividends have been, or are currently intended to be, declared by Funding on its common stock.

~~PART~~Item 6. IISelected Financial Data.

~~Item~~Five 5.Year ~~Market~~Financial ~~for~~Summary ~~and~~J. ~~Dividends~~C. onPenney ~~Registrant’s~~Funding ~~Common~~Corporation ~~Equity~~($ ~~and~~in ~~Related~~millions) ~~Stockholder Matters.~~ (Unaudited)

JCPenney owns all of Funding’s outstanding common stock. Funding’s common stock is not traded, and no dividends have been, or are currently intended to be, declared by Funding on its common stock.


	2004		2003		2002		2001		2000
At Year End

Capitalization

Short-term debt
Commercial paper	$	—	$	—	$	—	$	—	$	—
Credit line advance		—		—		—		—		—

Total short term debt		—		—		—		—		—

Equity held by JCPenney		1,238		1,238		1,238		1,238		1,238


Total capitalization	$	1,238	$	1,238	$	1,238	$	1,238	$	1,238


Committed bank credit facilities⁽¹⁾	$	—	$	—	$	—	$	1,500	$	1,500

For the Year

Income	$	—	$	—	$	—	$	—	$	20
Expenses	$	—	$	—	$	—	$	—	$	13
Net income	$	—	$	—	$	—	$	—	$	5
Fixed charges — times earned		—		—		—		—		1.52
Peak short-term debt	$	—	$	—	$	—	$	—	$	842
Average debt	$	—	$	—	$	—	$	—	$	193
Average interest rates		—		—		—		—		6.7	%

~~Item~~(1) In 6May 2002, J. ~~Selected~~C. ~~Financial~~Penney ~~Data~~Corporation, Inc. and J. C. Penney Company, Inc. executed a new three-year $1.5 billion revolving credit agreement (credit facility) which replaced a $1.5 billion revolving credit facility and $630 million letter of credit facility.

~~Five~~Item 7. ~~Year~~Management’s ~~Financial~~Discussion ~~Summary~~and J.Analysis C.of ~~Penney~~Financial ~~Funding~~Condition ~~Corporation~~and ($Results ~~in millions) (Unaudited)~~of Operations.

	2003		2002		2001		2000			1999
At Year End
Capitalization
Short-term debt
Commercial paper	$	—	$	—	$	—	$	—		$	330
Credit line advance		—		—		—		—			—
Total short term debt		—		—		—		—			330
Equity held by JCPenney		1,238		1,238		1,238		1,238			1,233
Total capitalization	$	1,238	$	1,238	$	1,238	$	1,238		$	1,563
Committed bank credit facilities (1)	$	—	$	—	$	1,500	$	1,500		$	3,000
For the Year
Income	$	—	$	—	$	—	$	20		$	208
Expenses	$	—	$	—	$	—	$	13		$	137
Net income	$	—	$	—	$	—	$	5		$	46
Fixed charges - times earned		—		—		—		1.52			1.52
Peak short-term debt	$	—	$	—	$	—	$	842		$	3,582
Average debt	$	—	$	—	$	—	$	193		$	2,475
Average interest rates		—		—		—		6.7	%		5.5	%

J. C. Penney Funding Corporation (“Funding”) is a wholly owned subsidiary of J. C. Penney Corporation, Inc. (“JCPenney”). The business of Funding consists of financing a portion of JCPenney’s operations through loans to JCPenney. The loan agreement between Funding and

(1) In May 2002, J. C. Penney Corporation, Inc. and J. C. Penney Company, Inc. executed a new three-year $1.5 billion revolving credit agreement (credit facility) which replaced a $1.5 billion revolving credit facility and $630 million letter of credit facility.4

ItemTable 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Contents

J.JCPenney C.provides ~~Penney~~for ~~Funding~~unsecured ~~Corporation~~loans ~~(“Funding”)~~to isbe amade ~~wholly~~by ~~owned~~Funding ~~subsidiary~~to ~~of J~~JCPenney. C.Each ~~Penney~~loan ~~Corporation,~~is ~~Inc.~~evidenced ~~(“JCPenney”).~~by a ~~The~~revolving ~~business~~promissory ofnote ~~Funding consists~~and ofis ~~financing~~payable aupon ~~portion~~demand ofin ~~JCPenney’s~~whole ~~operations~~or ~~through~~in ~~loans~~part toas ~~JCPenney~~may be required by Funding. ~~The~~Copies of Funding’s loan agreement ~~between~~with ~~Funding~~JCPenney ~~and~~are available upon request.

5No commercial paper has been issued or outstanding since 2000. The commercial paper program was rated “Not Prime” by Moody’s Investors Service, Inc. and “B” by Fitch Ratings as of March 18, 2005. Standard & Poor’s Rating Services does not rate the program.

~~JCPenney provides for unsecured loans to be made by~~ Funding tohad ~~JCPenney.~~no ~~Each~~short-term ~~loan~~debt isoutstanding ~~evidenced~~as byof aJanuary 29, ~~revolving~~2005, ~~promissory note and is payable upon demand in whole~~ or ~~in part~~ as ~~may be required by Funding. Copies~~ of ~~Funding’s~~January 31, ~~loan agreement with JCPenney are available upon request~~2004.

ToAt ~~assist~~year-end in2004, ~~financing~~ the ~~operations~~balance of ~~JCPenney,~~the ~~Funding~~Loan ~~from time~~ to ~~time~~JCPenney ~~issues~~was ~~commercial paper through Credit Suisse First Boston Corporation~~$1,238 million ~~J.P.~~unchanged ~~Morgan Securities~~from ~~Inc., Merrill Lynch Money Markets Inc., and Morgan Stanley Dean Witter to corporate and institutional investors in~~ the ~~domestic market. The commercial paper is guaranteed by JCPenney on a subordinated basis. No commercial paper has been~~balance ~~issued~~at orthe ~~outstanding~~end ~~during 2003 or 2002. The commercial paper program was rated “Not Prime” by Moody’s Investors Service, Inc. and “B” by Fitch Ratings as~~ of ~~March~~the ~~16,~~prior ~~2004~~year. ~~Standard & Poor’s Rating Services does~~ ~~not rate the program.~~

~~Funding~~Item 7A. ~~had no short-term debt outstanding as of January~~Quantitative ~~31,~~and ~~2004,~~Qualitative ~~nor~~Disclosures asabout ofMarket ~~January 25, 2003~~Risk.

At Funding ~~year-end~~had ~~2003~~no investments as of January 29, ~~the~~2005, ~~balance~~and January 31, 2004. If it had short-term investments they would be in short-term financial instruments with original maturities of ~~the~~three ~~Loan~~months or less. Such investments are subject to ~~JCPenney~~interest ~~was~~rate ~~$1,238~~risk ~~million~~and ~~unchanged~~may ~~from~~have ~~the~~a ~~balance~~small atdecline in value if interest rates increase. Since the ~~end~~financial instruments are of ~~the~~short ~~prior~~duration, ~~year.~~a change of 100 basis points in interest rates would not have a material effect on Funding’s financial condition.

~~Item~~ As ~~7A.~~of ~~Quantitative~~January 29, ~~and~~2005, ~~Qualitative~~Funding ~~Disclosures~~had ~~about~~no ~~Market~~long-term ~~Risk~~debt.

~~Funding had no investments as of January 31, 2004, and January 25, 2003~~Item 8. IfFinancial itStatements ~~had short-term investments they would be in short-term financial instruments with original maturities of three months or less. Such investments are subject to interest rate risk~~ and ~~may~~Supplementary ~~have a small decline in value if interest rates increase~~Data. ~~Since the financial instruments are of short duration, a change of 100~~ ~~basis points in interest rates would not have a material effect on Funding’s financial condition.~~

As The offinancial ~~January~~statements ~~31,~~of ~~2004~~Funding, ~~Funding~~including ~~had~~the nonotes ~~long-term~~to ~~debt.~~all such statements are included in this report beginning on page F-1.

Item 8 9. ~~Financial~~Changes ~~Statements~~in and ~~Supplementary~~Disagreements ~~Data.~~With Accountants on Accounting and Financial Disclosure.

~~The financial statements of Funding, including the notes to all such statements are included in this report beginning on page F-1~~ None.

Item 9 9A. ~~Changes~~Controls in and ~~Disagreements With Accountants on Accounting and Financial Disclosure~~Procedures.

~~None.~~ Based on their evaluation of Funding’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K, Funding’s principal executive officer and principal financial officer have concluded that Funding’s disclosure controls and procedures are effective for the purpose of ensuring that material information required to be in this Annual Report on Form 10-K is made known to them by others on a timely basis.

~~Item 9A. Disclosure Controls.~~ 5

BasedTable on their evaluation of Funding’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K, Funding’s principal executive officer and principal financial officer have concluded that Funding’s disclosure controls and procedures are effective for the purpose of ensuring that material information required to be in this Annual Report on Form 10-K is made known to them by others on a timely basis. Contents

6PART IV

~~There~~Item 15. ~~were~~Exhibits, noFinancial ~~significant~~Statement ~~changes~~Schedules, ~~in Funding’s internal controls or in other factors that could significantly affect~~and ~~these~~Reports ~~controls~~on ~~subsequent to the date of their most recent evaluation~~Form 8-K.

~~PART~~(a) IV1. and 2.

~~Item~~See ~~15.~~financial ~~Exhibits,~~statements ~~Financial~~on ~~Statement~~pages ~~Schedules, and~~F-1 ~~Reports~~through ~~on Form 8~~F-K5.

(a) 13. ~~and 2~~Exhibits.

See ~~financial~~separate ~~statements~~Exhibit Index on pages FG-1 through FG-53.

(ab) 3.Management ~~Exhibits~~contracts or compensatory plans or arrangements required to be filed as exhibits to this report.

~~See separate Exhibit Index on pages G-1 through G-3~~None.

(bc) ~~Reports~~Other onFinancial ~~Form~~Statement ~~8-K filed during the fourth quarter of fiscal 2003~~Schedules.

None.

~~(c) Management contracts or compensatory plans or arrangements required to be filed as exhibits to this report.~~6

None.Table of Contents

~~(d) Other Financial Statement Schedules.~~SIGNATURES

~~None.~~ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	J. C. PENNEY FUNDING CORPORATION
		(Registrant)

	By:	/s/ M. P. Dastugue
		M. P. Dastugue
		Chairman of the Board

Dated: April 8, 2005

~~SIGNATURES~~ 7

PursuantTable to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Contents

J. Pursuant C.to ~~PENNEY~~the ~~FUNDING~~requirements ~~CORPORATION~~of ~~(Registrant)~~the ~~By:~~Securities ~~/s/~~Exchange M.Act P.of ~~Dastugue~~1934, M.this P.report ~~Dastugue~~has ~~Chairman~~been signed below by the following persons on behalf of the ~~Board~~registrant and in the capacities and on the dates indicated.

Dated: April 8, 2004


Signatures	Title	Date
/s/ M. P. Dastugue	Chairman of the Board	April 8, 2005
	(principal executive
M. P. Dastugue	officer); Director

/s/ M. D. Porter	President	April 8, 2005
	(principal financial
M. D. Porter	officer)

/s/ W. J. Alcorn	Vice President and	April 8, 2005
	Controller (principal
W. J. Alcorn	accounting officer)

PursuantTable to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Contents

Signatures	Title	Date
/s/ M. P. Dastugue M. P. Dastugue	Chairman of the Board (principal executive officer); Director	April 8, 2004
/s/ M. D. Porter M. D. Porter	President (principal financial officer)	April 8, 2004
/s/ W. J. Alcorn W. J. Alcorn	Vice President and Controller (principal accounting officer)	April 8, 2004


Statements of Income		J. C. Penney Funding Corporation
($ in millions)


For the Year	2004		2003		2002
Interest income from JCPenney	$	—	$	—	$	—

Interest expense		—		—		—


		—		—		—
Income before income taxes		—		—		—
Income taxes		—		—		—

Net income	$	—	$	—	$	—

Statements of ~~Income J. C. Penney Funding Corporation~~ Reinvested Earnings ($ in millions)

	2003		2002			2001
	2004			2003				2002
For the Year
Balance at beginning of year	$	1,093		$	1,093			$	1,093
Interest income from JCPenney	$	—	$	—		$	—
Net income		—			—				—
Interest expense		—		—			—
Balance at end of year	$	1,093		$	1,093			$	1,093
Income before income taxes		—		—			—
Income taxes		—		—			—
Net income	$	—	$	—		$	—
Statements of Reinvested Earnings
($ in millions)
	2003		2002			2001
Balance at beginning of year	$	1,093	$	1,093		$	1,093
Net income		—		—			—
Balance at end of year	$	1,093	$	1,093		$	1,093

See notes to Financial Statements on pages F-4 and F-5.

F-1

BalanceTable Sheetsof J. C. Penney Funding Corporation ($ in millions except share data)Contents

	2003		2002
Assets
Loans to JCPenney	$	1,238	$	1,238
Liabilities and Equity held by JCPenney
Liabilities		—		—
Equity held by JCPenney
Common stock (including contributed capital), par value $100 per share:
Authorized, 750,000 shares - issued and outstanding, 500,000 shares		145		145
Reinvested earnings		1,093		1,093
Total Equity held by JCPenney		1,238		1,238
Total Liabilities and Equity held by JCPenney	$	1,238	$	1,238


Balance Sheets		J. C. Penney Funding Corporation
($ in millions except share data)

See notes to Financial Statements on pages F-4 and F-5.


	2004		2003
Assets
Loans to JCPenney	$	1,238	$	1,238


Liabilities and Equity held by JCPenney
Liabilities		—		—

Equity held by JCPenney
Common stock (including contributed capital), par value $100 per share:
Authorized, 750,000 shares - issued and outstanding, 500,000 shares		145		145
Reinvested earnings		1,093		1,093

Total Equity held by JCPenney		1,238		1,238

Total Liabilities and Equity held by JCPenney	$	1,238	$	1,238

See notes to Financial Statements on pages F-24 and F-5.

~~Statements of Cash Flows J. C. Penney Funding Corporation ($ in millions)~~F-2

	2003		2002		2001
Operating Activities
Net income	$	—	$	—	$	—
Decrease in loans to JCPenney		—		—		2
Decrease in amount due to JCPenney		—		—		(2	)
	$	—	$	—	$	—
Financing Activities
Decrease in short-term debt	$	—	$	—	$	—
Supplemental Cash Flow Information
Interest paid	$	—	$	—	$	—
Income taxes paid	$	—	$	—	$	2

~~See~~Statements ~~notes~~of toCash ~~Financial~~Flows ~~Statements~~J. ~~on pages~~C. ~~F-4~~Penney ~~and~~Funding ~~F-5.~~Corporation ($ in millions)

F-3


	2004		2003		2002
Operating Activities
Net income	$	—	$	—	$	—
Decrease in loans to JCPenney		—		—		—
Decrease in amount due to JCPenney		—		—		—

	$	—	$	—	$	—

Financing Activities
Decrease in short-term debt	$	—	$	—	$	—

Supplemental Cash Flow Information
Interest paid	$	—	$	—	$	—
Income taxes paid	$	—	$	—	$	—

~~Independent~~See ~~Auditors’~~notes ~~Report~~to J.Financial C.Statements ~~Penney~~on ~~Funding~~pages ~~Corporation~~F-4 Toand ~~the Board of Directors of J~~F-5. ~~C. Penney Funding Corporation:~~

We have audited the accompanying balance sheets of J. C. Penney Funding Corporation as of January 31, 2004 and January 25, 2003, and the related statements of income, reinvested earnings, and cash flows for each of the years in the threeF-~~year period ended January 31, 2004. These~~3 ~~financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.~~

WeTable conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Contents

InReport ~~our~~of ~~opinion,~~Independent ~~the~~Registered ~~financial~~Public ~~statements~~Accounting ~~referred~~Firm ~~to above present fairly, in all material respects, the financial position of~~ J. C. Penney Funding Corporation asTo ~~of January 31, 2004 and January 25, 2003, and~~ the ~~results~~Board of ~~its~~Directors ~~operations and its cash flows for each~~ of ~~the~~J. ~~years~~C. inPenney ~~the~~Funding ~~three-year period ended January 31, 2004, in conformity with accounting principles generally accepted in the United States of America.~~ Corporation:

~~Dallas~~We have audited the accompanying balance sheets of J. C. Penney Funding Corporation as of January 29, ~~Texas~~2005 and January 31, 2004, and the related statements of income, reinvested earnings, and cash flows for each of the years in the three-year period ended January 29, 2005. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~February~~We 26conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, ~~2004~~on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

FIn our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of J. C. Penney Funding Corporation as of January 29, 2005 and January 31, 2004, and the results of its operations and its cash flows for each of the years in the three-4year period ended January 29, 2005, in conformity with U. S. generally accepted accounting principles.

~~Notes~~ Dallas, toTexas March 25, ~~Financial Statements~~ 2005

~~Nature~~Notes ofto ~~Operations~~Financial Statements

J.Nature ~~C. Penney Funding Corporation (“Funding”) is a wholly owned subsidiary~~ of ~~J. C. Penney Corporation, Inc. (“JCPenney”). The principal business of~~Operations Funding consists of financing a portion of JCPenney’s operations through loans to JCPenney. To finance its operations, Funding issues commercial paper, which is guaranteed by JCPenney on a subordinated basis, to corporate and institutional investors in the domestic market. Historically, Funding has issued long-term debt in public and private markets in the United States and abroad. In 2001, JCPenney sold the assets of J. C. Penney Direct Marketing Services, Inc. to an unrelated third party. The result of this transaction coupled with JCPenney’s other sources of liquidity eliminated the need for Funding to issue commercial paper for short-term borrowing requirements. Therefore, Funding has not produced any revenue or income. ~~In addition, with Funding’s current credit ratings, it is assumed that Funding would have little or no current access to commercial paper borrowing.~~

~~Definition~~J. C. Penney Funding Corporation (“Funding”) is a wholly owned subsidiary of ~~Fiscal~~J. ~~Year~~C. Penney Corporation, Inc. (“JCPenney”). The principal business of Funding consists of financing a portion of JCPenney’s operations through loans to JCPenney. To finance its operations, Funding issues commercial paper, which is guaranteed by JCPenney on a subordinated basis, to corporate and institutional investors in the domestic market. Historically, Funding has issued long-term debt in public and private markets in the United States and abroad. Funding has not issued commercial paper since 2000. In 2001, JCPenney sold the assets of J. C. Penney Direct Marketing Services, Inc. to an unrelated third party. During the second quarter of 2004, JCPenney sold its Eckerd drugstore chain to two unrelated third parties generating after tax cash proceeds of approximately $3.5 billion. The result of these transactions coupled with JCPenney’s other sources of liquidity eliminated any need for Funding to issue commercial paper for short-term borrowing requirements. Therefore, Funding has not produced any revenue or income. In addition, with Funding’s current credit ratings, it is assumed that Funding would have little or no current access to commercial paper borrowing.

~~Funding’s~~Commercial ~~fiscal~~Paper ~~year ends on the last Saturday in January. Fiscal 2003 ended January 31, 2004, fiscal 2002 ended January 25, 2003, and fiscal 2001 ended January 26,~~Placement ~~2002. Fiscal 2003 was a 53 week year; all other years presented are 52 weeks.~~

~~Commercial~~Funding ~~Paper~~places ~~Placement~~commercial paper solely through dealers. No commercial paper has been issued or outstanding since 2000.

~~Funding~~Summary ~~places~~Of ~~commercial~~Accounting ~~paper~~Policies ~~solely through dealers. No commercial paper was issued or outstanding during 2003 or 2002.~~

~~Summary~~Income ~~Of Accounting Policies~~ Taxes

Funding’s taxable income is included in the consolidated federal income tax return of JCPenney. Income ~~Taxes~~taxes in Funding’s statements of income are computed as if Funding filed a separate federal income tax return.

~~Funding’s~~Use ~~taxable income is included in the consolidated federal income tax return~~ of ~~JCPenney. Income taxes in Funding’s statements of income are computed as if Funding filed a separate federal income tax return.~~ Estimates

~~Use~~Funding’s offinancial ~~Estimates~~statements have been prepared in conformity with generally accepted accounting principles.

~~Funding’s financial statements have been prepared in conformity with generally accepted accounting principles.~~ F-4

LoansTable toof JCPenney Contents

~~Funding~~Loans ~~and JCPenney are parties~~ to ~~a Loan Agreement which provides for unsecured loans, payable on demand, to be made from time to time by Funding to~~ JCPenney ~~for the general business purposes of JCPenney, subject to the terms and conditions of the Loan Agreement. Under the terms of the Loan Agreement, Funding and JCPenney agree upon a~~ ~~mutually acceptable earnings coverage of Funding’s interest and other fixed charges. The earnings to fixed charges ratio has historically been at least one and one-half times.~~

~~Fair~~Funding ~~Value~~and JCPenney are parties to a Loan Agreement which provides for unsecured loans, payable on demand, to be made from time to time by Funding to JCPenney for the general business purposes of JCPenney, ~~Financial~~subject ~~Instruments~~to the terms and conditions of the Loan Agreement. Under the terms of the Loan Agreement, Funding and JCPenney agree upon a mutually acceptable earnings coverage of Funding’s interest and other fixed charges. The earnings to fixed charges ratio has historically been at least one and one-half times.

~~The~~Fair ~~fair~~Value ~~value~~ of ~~loans~~Financial ~~to JCPenney at January 31, 2004, and January 25, 2003, approximates the amount reflected on the balance sheets because the loan is payable on~~Instruments ~~demand.~~

~~F-5~~The fair value of loans to JCPenney at January 29, 2005, and January 31, 2004, approximates the amount reflected on the balance sheets because the loan is payable on demand.

~~EXHIBIT INDEX~~ F-5

ExhibitTable of Contents

3.EXHIBIT ~~(i) Articles of Incorporation~~ INDEX

(a	)	Certificate of Incorporation of Funding, effective April 13, 1964 (incorporated by reference to Exhibit 3(a) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 29, 1994*).
(b	)	Certificate of Amendment of Certificate of Incorporation, effective January 1, 1969 (incorporated by reference to Exhibit 3(b) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 29, 1994*).
(c	)	Certificate of Amendment of Certificate of Incorporation, effective August 11, 1987 (incorporated by reference to Exhibit 3(c) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 29, 1994*).
(d	)	Certificate of Amendment of Certificate of Incorporation, effective April 10, 1988 (incorporated by reference to Exhibit 3(d) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 29, 1994*).

Exhibit

3. (iii) ~~Bylaws~~ Articles of Incorporation

(a ) ~~Bylaws~~Certificate of Incorporation of Funding, aseffective ~~amended~~April 13, 1964 (incorporated by reference to ~~May~~Exhibit 193(a) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 29, ~~1995~~1994*). (b) Certificate of Amendment of Certificate of Incorporation, effective January 1, 1969 (incorporated by reference to Exhibit 3(iib) to Funding’s ~~Quarterly~~Annual Report on Form 10-QK for the 1352 ~~and~~weeks 39ended January 29, 1994*). (c) Certificate of Amendment of Certificate of Incorporation, effective August 11, 1987 (incorporated by reference to Exhibit 3(c) to Funding’s Annual Report on Form 10-K for the 52 weeks ended ~~October~~January 2629, ~~1996~~1994*). (d) Certificate of Amendment of Certificate of Incorporation, effective April 10, 1988 (incorporated by reference to Exhibit 3(d) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 29, 1994*).

4.(ii) ~~Instruments defining the rights~~Bylaws ~~of security holders, including indentures~~

(a	)	Issuing and Paying Agency Agreement dated as of March 16, 1992, between J. C. Penney Funding Corporation and Morgan Guaranty Trust Company of New York (incorporated by reference to Exhibit 4(a) to Funding’s Current Report on Form 8-K, Date of Report - April 3, 1992*).
(b	)	Issuing and Paying Agency Agreement dated as of February 3, 1997, between J. C. Penney Funding Corporation and The Chase Manhattan Bank (incorporated by reference to Exhibit 4(b) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 25, 1997*).
(c	)	Guaranty dated as of February 17, 1997, executed by J. C. Penney Company, Inc.(incorporated by reference to Exhibit 4(c) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 25, 1997*).
(d	)	Amendment and Restatement Agreement to Five-Year Revolving Credit Agreement, dated as of November 21, 1997, among J. C. Penney Company, Inc., J. C. Penney Funding Corporation, the Lenders party thereto, Morgan Guaranty Trust Company of New York, as Agent, and Bank of America National Trust and Savings Association, Bankers Trust Company, The Chase

(a)

Bylaws of Funding, as amended to May 19, 1995 (incorporated by reference to Exhibit 3(ii) to Funding’s Quarterly Report on Form 10-Q for the 13 and 39 weeks ended October 26, 1996*).

~~G-1~~4. Instruments defining the rights of security holders, including indentures

~~EXHIBIT~~(a) ~~INDEX~~Issuing and Paying Agency Agreement dated as of March 16, 1992, between J. C. Penney Funding Corporation and Morgan Guaranty Trust Company of New York (incorporated by reference to Exhibit 4(a) to Funding’s Current Report on Form 8-K, Date of Report — April 3, 1992*). (b) Issuing and Paying Agency Agreement dated as of February 3, 1997, between J. C. Penney Funding Corporation and The Chase Manhattan Bank (incorporated by reference to Exhibit 4(b) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 25, 1997*). (c) Guaranty dated as of February 17, 1997, executed by J. C. Penney Company, Inc.(incorporated by reference to Exhibit 4(c) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 25, 1997*). (d) Amendment and Restatement Agreement to Five-Year Revolving Credit Agreement, dated as of November 21, 1997, among J. C. Penney Company, Inc., J. C. Penney Funding Corporation, the Lenders party thereto, Morgan Guaranty Trust Company of New York, as Agent, and Bank of America National Trust and Savings Association, Bankers Trust Company, The Chase

ExhibitTable of Contents

		Manhattan Bank, Citibank, N.A., Credit Suisse First Boston, and NationsBank of Texas, N.A., as Managing Agents (incorporated by reference to Exhibit 4(g) to Funding’s Annual Report on Form 10-K for the 53 weeks ended January 31, 1998*).
(e	)	Commercial Paper Dealer Agreement dated March 16, 1992 between J. C. Penney Funding Corporation and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 10(a) to Funding’s Current Report on Form 8-K, Date of Report - April 3, 1992*).
(f	)	Commercial Paper Dealer Agreement dated March 16, 1992 between J. C. Penney Funding Corporation and The First Boston Corporation (incorporated by reference to Exhibit 10(b) to Funding’s Current Report on Form 8-K, Date of Report - April 3, 1992*).
(g	)	Commercial Paper Dealer Agreement dated May 3, 1994 between J. C. Penney Funding Corporation and Merrill Lynch Money Markets Inc. (incorporated by reference to Exhibit 4(g) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 28, 1995*).
(h	)	Commercial Paper Dealer Agreement dated January 25, 1995 between J. C. Penney Funding Corporation and Morgan Stanley & Co. Incorporated (incorporated by reference to Exhibit 4(h) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 28, 1995*).
(i	)	Commercial Paper Dealer Agreement dated February 7, 1997 between J. C. Penney Funding Corporation and Credit Suisse First Boston Corporation (incorporated by reference to Exhibit 4(l) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 25, 1997).*

EXHIBIT INDEX

~~Instruments evidencing~~Exhibit long-term debt, previously issued but now fully prepaid, have not been filed as exhibits hereto because none of the debt authorized under any such instrument exceeded 10 percent of the total assets of the Registrant. The Registrant agrees to furnish ~~a copy of any of its long-term debt instruments to the Securities and Exchange Commission upon request.~~

10Manhattan Bank, Citibank, N.A., ~~Material~~Credit ~~Contracts~~Suisse First Boston, and NationsBank of Texas, N.A., as Managing Agents (incorporated by reference to Exhibit 4(g) to Funding’s Annual Report on Form 10-K for the 53 weeks ended January 31, 1998*).

(e) Commercial Paper Dealer Agreement dated March 16, 1992 between J. C. Penney Funding ~~has~~Corporation noand ~~compensatory~~J.P. ~~plans~~Morgan orSecurities ~~arrangements~~Inc. ~~required~~(incorporated toby bereference ~~filed~~to asExhibit ~~exhibits~~10(a) to ~~this~~Funding’s Current Report ~~pursuant~~on Form 8-K, Date of Report — April 3, 1992*). (f) Commercial Paper Dealer Agreement dated March 16, 1992 between J. C. Penney Funding Corporation and The First Boston Corporation (incorporated by reference to ~~Item~~Exhibit 1410(cb) to Funding’s Current Report on Form 8-K, Date of ~~this~~Report — April 3, 1992*). (g) Commercial Paper Dealer Agreement dated May 3, 1994 between J. C. Penney Funding Corporation and Merrill Lynch Money Markets Inc. (incorporated by reference to Exhibit 4(g) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 28, 1995*). (h) Commercial Paper Dealer Agreement dated January 25, 1995 between J. C. Penney Funding Corporation and Morgan Stanley & Co. Incorporated (incorporated by reference to Exhibit 4(h) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 28, 1995*). (i) Commercial Paper Dealer Agreement dated February 7, 1997 between J. C. Penney Funding Corporation and Credit Suisse First Boston Corporation (incorporated by reference to Exhibit 4(l) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 25, 1997*).**

(a	)		Loan Agreement dated as of January 28, 1986 between J. C. Penney Company, Inc. and J. C. Penney Financial Corporation (incorporated by reference to Exhibit 1 to Funding’s Current Report on Form 8-K, Date of Report - January 28, 1986*).
(b	)		Amendment No. 1 to Loan Agreement dated as of January 28, 1986 between J. C. Penney Company, Inc. and J. C. Penney Financial Corporation (incorporated by reference to Exhibit 1 to Funding’s Current Report on Form 8-K, Date of Report - December 31, 1986*).

Instruments evidencing long-term debt, previously issued but now fully prepaid, have not been filed as exhibits hereto because none of the debt authorized under any such instrument exceeded 10 percent of the total assets of the Registrant. The Registrant agrees to furnish a copy of any of its long-term debt instruments to the Securities and Exchange Commission upon request.

~~G-2~~10. Material Contracts

~~EXHIBIT~~Funding ~~INDEX~~has no compensatory plans or arrangements required to be filed as exhibits to this Report pursuant to Item 14(c) of this Report.

Exhibit

	(a)	Loan Agreement dated as of January 28, 1986 between J. C. Penney Company, Inc. and J. C. Penney Financial Corporation (incorporated by reference to Exhibit 1 to Funding’s Current Report on Form 8-K, Date of Report — January 28, 1986*).

	(b)	Amendment No. 1 to Loan Agreement dated as of January 28, 1986 between J. C. Penney Company, Inc. and J. C. Penney Financial Corporation (incorporated by reference to Exhibit 1 to Funding’s Current Report on Form 8-K, Date of Report - December 31, 1986*).

(cTable ) Amendment No. 2 to Loan Agreement dated as of January 28, 1986 between J. C. Penney Company, Inc. and J. C. Penney Funding Corporation (incorporated by reference to Exhibit 10(e) to Funding’s Annual Report on Form 10-K for the 52 weeks ended January 25, 1997*).Contents

~~23.~~EXHIBIT ~~Independent Auditors’ Consent~~INDEX

~~31.1 Certification by Michael P. Dastugue pursuant to 15 U. S. C. 78m (a) or 78o (d), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~ Exhibit

31(c) Amendment No. 2 ~~Certification~~to byLoan ~~William~~Agreement dated as of January 28, 1986 between J. ~~Alcorn~~C. ~~pursuant~~Penney toCompany, ~~15 U~~Inc. Sand J. C. ~~78m~~Penney Funding Corporation (a)incorporated orby ~~78o~~reference to Exhibit 10(de), asto ~~adopted~~Funding’s ~~pursuant~~Annual toReport ~~Section~~on ~~302~~Form of10-K for the ~~Sarbanes-Oxley~~52 ~~Act~~weeks ofended ~~2002~~January 25, 1997*).

3223.1 ~~Certification~~Consent ~~by Michael P. Dastugue pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906~~ of ~~the~~Independent ~~Sarbanes-Oxley~~Registered ~~Act~~Public ofAccounting ~~2002.~~Firm

3231.21 Certification by ~~William~~Michael JP. ~~Alcorn~~Dastugue pursuant to 1815 U. S. C. ~~Section~~78m ~~1350~~(a) or 78o (d), as adopted pursuant to Section ~~906~~302 of the Sarbanes-Oxley Act of 2002.

9931.2 ~~Additional~~Certification ~~Exhibits~~by William J. Alcorn pursuant to 15 U. S. C. 78m (a) or 78o (d), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~Excerpt~~32.1 ~~from~~Certification ~~JCPenney’s~~by ~~2003~~Michael ~~Annual~~P. ~~Report~~Dastugue pursuant to ~~Stockholders~~18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2 ~~SEC~~Certification ~~file~~by ~~number~~William 1J. Alcorn pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-~~4947-1~~Oxley Act of 2002.

** Funding has entered into identical Commercial Paper Dealer Agreements dated February 7, 1997, with each of Merrill Lynch Money Markets Inc99., ~~J.P.~~Additional Morgan Securities Inc., and Morgan Stanley & Co. Incorporated, which agreements are omitted pursuant to Instruction 2 to Item 601 of Regulation S-K. Funding agrees to furnish a copy of any of such agreements to the Securities and Exchange Commission upon request.Exhibits

~~G-3~~ Excerpt from JCPenney’s 2004 Annual Report to Stockholders.

*	SEC file number 1-4947-1

Funding has entered into identical Commercial Paper Dealer Agreements dated February 7, 1997, with each of Merrill Lynch Money Markets Inc., J.P. Morgan Securities Inc., and Morgan Stanley & Co. Incorporated, which agreements are omitted pursuant to Instruction 2 to Item 601 of Regulation S-K. Funding agrees to furnish a copy of any of such agreements to the Securities and Exchange Commission upon request.

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