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Form 10-K



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|- | ----------------------------------------------------

| | SECURITIES EXCHANGE ACT OF 1934
| | -------------------------------



For the fiscal year ended
January 31, 2004



or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
|- | --------------------------------------------------------

| | SECURITIES EXCHANGE ACT OF 1934
| | -------------------------------



For the transition period
from  to



Commission File No. 1-4947-1



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J. C. PENNEY FUNDING CORPORATION

(Exact name of registrant as specified in its charter)



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



6501 Legacy Drive,
Plano, Texas 75024-3698

(Address of principal executive offices)

(Zip Code)



(972) 431-1000

(Registrants telephone number, including area code)



(Former name, former address and former fiscal year, if changed since last
report)



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Securities registered pursuant to Section 12(b) of the Act:



None

(Title of class)



Securities registered pursuant to section 12(g) of the Act:



None

(Title of class)



Indicate by 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



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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.    x



Indicate by
check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes ̈No  x



State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant: None



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



500,000 shares of Common Stock of 100 dollars par value, as of April 1, 2004.



DOCUMENTS INCORPORATED BY REFERENCE



|                                                              |  |                                               
|------------------------------------------------------------- |  | ----------------------------------------------
|Documents from which portions are
incorporated by reference   |  | Parts of the Form 10-K into which
incorporated
|J. C. Penney Company, Inc. 2003 Annual Report to
Stockholders |  | Part I                                        



THE REGISTRANT MEETS
THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a)

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



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PART I



Item 1. Business.



J. C. Penney Funding Corporation (Funding), which was incorporated in Delaware in 1964, is a wholly owned subsidiary of J. 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.



JCPenney, a company founded by James Cash
Penney in 1902 and incorporated in 1924, has grown to be a major retailer operating 1,020 JCPenney department stores in 49 states and Puerto Rico. In addition, JCPenney operates 58 Renner department stores in Brazil. In November 2003 JCPenney closed
the sale of its six Mexico department stores. A major portion of JCPenneys business consists of providing merchandise and services to consumers through department stores, catalog and Internet. JCPenney markets family apparel, jewelry, shoes,
accessories and home furnishings.



Pursuant to the terms of
financing agreements between Funding and JCPenney, payments from JCPenney to Funding are set to produce earnings sufficient to cover Fundings fixed charges, principally interest on borrowings, at a coverage ratio mutually agreed upon between
Funding and JCPenney. (See Loan Agreement below.) The earnings to fixed charges coverage ratio has historically been at least 1.5 to 1.



Holding Company Establishment. Effective January 27, 2002, J. C. Penney Company, Inc. changed its corporate structure to a holding company format.
As part of this structure, J. C. Penney Company, Inc. changed 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, Inc. The Holding Company has no direct subsidiaries other than JCPenney. The Holding Company has no independent assets or operations. All outstanding shares of common and preferred stock were automatically converted
into the identical number and type of shares in the new holding company. Stockholders ownership interests in the business did not change as a result of the new structure. Shares of the Company remain publicly traded under the same symbol (JCP)
on the New York Stock Exchange. The Holding Company is a co-obligor (or guarantor, as appropriate) regarding the payment of principal and 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.



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
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.



2



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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
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-owned subsidiary, TDI Consolidated Corporation, will sell the stock of Eckerd Corporation (Eckerd), Genovese Drug Stores, Inc. (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 the fourth quarter of 2003, JCPenney classified Eckerd as a discontinued
operation and recorded an adjustment to reflect the estimated fair value of its investment in Eckerd. The Company also recorded the estimated tax liability that would be due upon the closing of a transaction. Additional fair value and tax liability
adjustments related to the sale, if any, will be recorded in the first quarter of 2004.



Forward-Looking Statements.



This Annual Report on Form 10-K may contain forward-looking statements within the



3



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meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, which reflect Fundings current views of future events
and financial performance, 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, but are not limited to,
competition, consumer demand, seasonality, economic conditions, and government activity, with respect to both JCPenney and Funding. Investors should take such risks into account when making investment decisions.



Item 2. Properties.



Funding owns no physical properties.



Item 3. Legal Proceedings.



Funding has no material legal proceedings pending against it, nor were any proceedings terminated during the fourth quarter of the fiscal year covered by
this report.



4



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PART II



Item 5. Market for and Dividends on Registrants Common Equity and Related Stockholder Matters.



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.



Item 6. Selected Financial Data.



|                            |  |                                 
|--------------------------- |  | --------------------------------
|Five Year Financial Summary |  | J. C. Penney Funding Corporation
|($ in millions) (Unaudited) |  |                                 



|                                    |  |      |       |      |   |       |  |      |       |  |      |       |   |  |   |       |  
|----------------------------------- |  | ---- | ----- | ---- | - | ----- |  | ---- | ----- |  | ---- | ----- | - |  | - | ----- | -
|                                    |  | 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   | %

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|(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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.



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



5



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JCPenney provides for unsecured loans to be made by Funding to JCPenney. Each loan is evidenced by a revolving promissory note and is payable upon demand in
whole or in part as may be required by Funding. Copies of Fundings loan agreement with JCPenney are available upon request.



To assist in financing the operations of JCPenney, Funding from time to time issues commercial paper through Credit Suisse First Boston Corporation, J.P. Morgan
Securities 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
issued or outstanding 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 16, 2004. Standard & Poors Rating Services does
not rate the program.



Funding had no short-term debt outstanding as of January
31, 2004, nor as of January 25, 2003.



At year-end 2003, the balance of the
Loan to JCPenney was $1,238 million unchanged from the balance at the end of the prior year.



Item 7A. Quantitative and Qualitative Disclosures about Market Risk.



Funding had no investments as of January 31, 2004, and January 25, 2003. If it 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 have a small decline in value if interest rates increase. 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 of January 31, 2004, Funding had no long-term debt.



Item 8. Financial Statements and Supplementary Data.



The financial statements of Funding, including the notes to all such statements are included in this report beginning on page F-1.



Item 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure.



None.



Item 9A. Disclosure Controls.



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.



6



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There were no significant changes in Fundings internal controls or in other factors that could significantly affect
these controls subsequent to the date of their most recent evaluation.



PART IV



Item 15. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K.



| | (a) | 1. and 2.
| | --- | ---------



See financial statements on pages F-1 through F-5.



| | (a) | 3. Exhibits.
| | --- | ------------



See separate Exhibit Index on pages G-1 through G-3.



| | (b) | Reports on Form 8-K filed during the fourth quarter of fiscal 2003.
| | --- | -------------------------------------------------------------------



None.



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



None.



| | (d) | Other Financial Statement Schedules.
| | --- | ------------------------------------



None.



7



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SIGNATURES



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. DastugueM. P. DastugueChairman of the Board




Dated: April 8, 2004



8



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Pursuant 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.



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



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



|                                  |  |      |       |      |   |       |  |   |      
|--------------------------------- |  | ---- | ----- | ---- | - | ----- |  | - | -----
|                                  |  | 2003 |       | 2002 |   | 2001 
|For the Year                      |  |      |       |      |   |       |  |   |      
|Interest income from JCPenney     |  | $    |      |      | $ |      |  | $ |     
|                                  |  |      |      
|Interest expense                  |  |      |      |      |   |      |  |   |     
|                                  |  |      |       |      |   |       |  |   |      
|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



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



|                                                                        |  |      |       |      |   |      
|----------------------------------------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                                                        |  | 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
|                                                                        |  |      |       |      |   |      



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



F-2



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



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



F-3



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|                                  |  |                                 
|--------------------------------- |  | --------------------------------
|Independent Auditors Report      |  | J. C. Penney Funding Corporation
|To the Board of Directors of      |  |                                 
|J. 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 three-year period ended January 31, 2004. 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.



We 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.



In 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 31, 2004 and January 25, 2003, and the results of its operations and its cash flows for each of the years in the three-year
period ended January 31, 2004, in conformity with accounting principles generally accepted in the United States of America.



LOGO



Dallas, Texas

February 26, 2004



F-4



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Notes to Financial Statements



Nature of Operations



J. C. Penney Funding Corporation (Funding) is a wholly owned subsidiary of J. 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. 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 of Fiscal Year



Fundings fiscal 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,
2002. Fiscal 2003 was a 53 week year; all other years presented are 52 weeks.



Commercial Paper Placement



Funding places commercial paper
solely through dealers. No commercial paper was issued or outstanding during 2003 or 2002.



Summary Of Accounting Policies



Income Taxes



Fundings 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.



Use of Estimates



Fundings financial statements have been prepared in conformity with generally accepted accounting principles.



Loans to JCPenney



Funding 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 Value of Financial Instruments



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



F-5



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EXHIBIT INDEX



Exhibit



3. (i) Articles of Incorporation



|   |   |  |                                                                                                                                                                                                                  
|-- | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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*). 



(ii)
Bylaws



|   |   |  |                                                                                                                                                                                       
|-- | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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*).



4. Instruments defining the rights
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



G-1



---

EXHIBIT INDEX



Exhibit



|   |   |  |                                                                                                                                                                                                                                                                             
|-- | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |   |  | 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*).**



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.



10. Material Contracts



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



|   |   |  |                                                                                                                                                                                                                                                                
|-- | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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*).



G-2



---

EXHIBIT INDEX



Exhibit



|   |   |  |                                                                                                                                                                                                                                                                      
|-- | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c | ) |  | 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*).



|23. | Independent Auditors Consent
|--- | -----------------------------



|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.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------



|31.2 | Certification 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.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------



|32.1 | Certification by Michael P. Dastugue pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------



|32.2 | Certification by William J. Alcorn pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------



|99. | Additional Exhibits
|--- | -------------------



Excerpt from JCPenneys 2003 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.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



G-3