EX-99.1

Safe Harbor Statement

1 -

This presentation may contain forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995. Such forward looking statements, which reflect the

Company’s current views of future events and financial performance, involve known and unknown

risks and uncertainties that may cause the Company’s actual results to be materially different from

planned or expected results. Those risks and uncertainties include, but are not limited to, the

success of our transformation, the impact of changes designed to transform our business,

competition and promotional activities, changes in merchandise styles and trends, changes in store

traffic trends, maintaining an appropriate mix and level of inventory, the implementation of our new

store layout, the availability of internal and external sources of liquidity, our failure to attract, retain,

and motivate our employees, the reduction and restructuring of our workforce, the impact of cost

reduction initiatives, a systems failure and/or security breach that results in the theft, transfer, or

unauthorized disclosure of customer, employee, or Company information, disruptions in our

information technology systems or website, changes in our credit ratings, our failure to source and

deliver merchandise in a timely and cost-effective manner, changes in our arrangements with our

suppliers and vendors, restrictions under our revolving credit facility, potential asset impairment

charges, risks associated with importing merchandise from foreign countries, economic and

political conditions that impact consumer confidence and spending, the impact of holiday spending

patterns and weather conditions, changes in federal, state, or local laws and regulations, legal and

regulatory proceedings, significant changes in discount rates, actual investment return on pension

assets and other factors related to our qualified pension plan, the influence of our largest

stockholders, the volatility of our stock price and our ability to use net operating loss carryforwards

to offset future taxable income for U.S. federal income tax purposes. Please refer to the Company’s

most recent 10-K and subsequent filings for a further discussion of risks and uncertainties. We do

not undertake to update these forward-looking statements as of any future date. This information

may not be republished or otherwise distributed without the prior written consent of J.C. Penney

Company, Inc.

Special Notice Regarding Public Information

2 -

The Company has represented that the information contained in this lender presentation is either

publicly available or does not constitute material non-public information concerning the Company,

its subsidiaries, affiliates or its or their respective securities (“MNPI”). The recipient of this lender

presentation has stated that it does not wish to receive MNPI and acknowledges that pursuant to

confidentiality agreements, other lenders have received a lender presentation that contains

additional information concerning the Company, its subsidiaries, affiliates or its or their respective

securities that may be MNPI. Neither the Company nor the arranger takes any responsibility for the

recipient's decision to limit the scope of the information it has obtained in connection with its

evaluation of the Company and the facility.

Notwithstanding the recipient's desire to abstain from receiving MNPI and the Company’s

representation that there is no such MNPI in this lender presentation, the recipient acknowledges

that (1) pursuant to confidentiality agreements, certain of the individuals listed as contacts in this

lender presentation may be in receipt of MNPI or otherwise have access to information that is

provided to lenders or potential lenders who desire to receive MNPI and that if the recipient chooses

to communicate with any such individuals the recipient assumes the risk of receiving MNPI, (2)

information obtained as a result of becoming a lender may include such MNPI, and (3) it has

developed compliance procedures regarding the use of MNPI and that it will handle such MNPI in

accordance with applicable law, including federal and state securities laws.

Concerning the Arrangers

3 -

Each of Goldman Sachs Bank USA ("Goldman Sachs"), Barclays Bank PLC, J.P. Morgan Securities LLC, Merrill

Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC (collectively, the "Arrangers"), together

with its affiliates, is a full service financial institution engaged in various activities, which may include loan

and securities trading, commercial and investment banking, financial advisory, investment management,

investment research, principal investment, hedging, financing and brokerage activities. Each Arranger and/or

one of its affiliates may have, from time to time, performed, and may in the future perform, various financial

advisory and investment banking services for the Company and/or its affiliates.

In the ordinary course of its various business activities, each Arranger and/or its affiliates may make or hold a

broad array of investments and actively trade debt and equity securities (or related derivative securities) and

financial instruments (including bank loans) for their own account and for the accounts of their customers,

and such investment and securities activities may involve assets, securities and/or instruments of the

Company and/or its affiliates. Each Arranger and/or its affiliates may also make investment recommendations

and/or publish or express independent research views in respect of such securities or instruments and may at

any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and

instruments. The proceeds of the Facility may be used, in part, to repay existing debt of the Company,

including existing debt owed to one or more of the Arrangers and/or one or more of their respective affiliates.

Each Arranger and/or one or more of its affiliates may provide loans under the Facility for their own accounts

and such loans may comprise, individually or in the aggregate, a substantial portion of the Facility. Certain of

such affiliates may commit, subject to certain terms and conditions, to provide such loans prior to

commencement of the syndication of the Facility, at a price and on terms agreed between such affiliates and

the Company.

In connection with the Facility, the Company will pay certain fees, including commitment fees, to the

Arrangers, as well as fees or discounts payable or given to each Arranger and/or certain of its affiliates in

consideration for their respective commitments to provide loans, which commitments were made to the

Company in advance of the commencement of the general syndication of the Facility.

Executive Summary

J.C. Penney Company, Inc. (the “Company”) is a leading department store retailer that

conducts

business

through

its

1,104

stores

states

and

Puerto

Rico,

and

its

website, jcp.com

Fiscal year 2012 total net sales of $13 billion

Company leadership is focused on stabilizing the business and developing strategies

and initiatives that will best position J.C. Penney for the future:

Strengthening financial position, prudently managing expenses and capital expenditures

Rebuilding customer excitement and loyalty with marketing and promotions designed to reconnect

with our core customers

Driving customer traffic and conversion through occasions and compelling assortment of national

and private brands

The

Company

raising

$1,750

million

Senior

Secured

Term

Loan

Facility

fund

ongoing

working

capital

requirements

and

other

general

corporate

purposes,

and

amend, acquire or satisfy and discharge the Company’s outstanding 7.125% Debentures

due 2023

Guaranteed by all material subsidiaries of J.C. Penney and secured by substantially all tangible

and intangible assets of the Company, including real estate collateral

Secured by $4.2 billion of hard collateral (2.4x coverage) and will be structurally senior to

$2.6 billion of unsecured debt and $3.9 billion of equity value²

7 -

Reflects store count as of the most recent 10-K. Current store count is 1,102 stores as two leased stores have closed since February 2, 2013.

Assumes satisfaction and discharge of $254 million of 7.125% debentures due 2023 and market capitalization as of May 10, 2013.

8 -

Sources & Uses | Pro Forma Capitalization

($ in millions)

Includes premium associated with satisfaction and discharge of $254 million 7.125% debentures due 2023.

$1,750 million Senior Secured Term Loan

Sources

Amount

% Total

Uses

Amount

% Total

Senior Secured Term Loan

1,750

100.0

Cash to Balance Sheet

1,301

Address 2023 Debentures

254

Fees and OID

194

Total Sources

1,750

100.0

Total Uses

1,750

100.0

Pro Forma Capitalization

Debt Capitalization

Rate

Maturity

Q1 2013

Cash and Cash Equivalents

821

1,301

2,122

ABL Revolver ($1.85 billion)

P + 200

Apr-16

850

New Secured Term Loan

TBD

May-18

1,750

Capital Leases

100

Total Secured Debt

950

2,700

6.875% Medium-Term Notes due 2015

6.88

Oct-15

200

7.650% Debentures due 2016

7.65

Aug-16

200

7.950% Debentures due 2017

7.95

Apr-17

285

5.750% Senior Notes due 2018

5.75

Feb-18

300

5.650% Senior Notes due 2020

5.65

Jun-20

400

7.125% Debentures due 2023

7.13

Nov-23

254

(254)

6.900% Notes due 2026

6.90

Aug-26

6.375% Senior Notes due 2036

6.38

Oct-36

400

7.400% Debentures due 2037

7.40

Apr-37

326

7.625% Notes due 2097

7.63

Mar-97

500

Total Debt

3,818

5,313

Market Capitalization as of May 10, 2013

3,894

Total Capitalization

7,712

9,207

9 -

J.C. Penney Pro Forma Organizational Chart

J.C. Penney Company, Inc.

(Holdings)

Term Loan Guarantor

ABL Guarantor

JCP

Real Estate

Holdings, Inc.

Term Loan Guarantor

ABL Guarantor

J.C. Penney

Purchasing

Corporation

Term Loan Guarantor

ABL Guarantor

Immaterial

Subsidiaries

New $1.75 billion Senior

Secured Term Loan

Guarantee for New $1.75

billion Term Loan and

$1.85 billion ABL

Guarantees and Stock

Pledges for New $1.75 billion

Senior Secured Term Loan

Extant $2.61 billion Bonds

Extant $1.85 billion ABL

J.C. Penney

Properties, Inc.

Term Loan Guarantor

ABL Guarantor

J.C. Penney Corporation, Inc.

(OpCo)

Term Loan Borrower

ABL Borrower

Note: Assumes $254 million 7.125% debentures due 2023 are satisfied and discharged.

10 -

Real Estate Collateral Overview

JCP Real Estate

Holdings, Inc.

Term Loan Guarantor

ABL Guarantor

Extant $1.85 billion

ABL and $2.61

billion Bonds

New $1.75 billion

Senior Secured

Term Loan

Guarantees and Stock

Pledges for New $1.75 billion

Senior Secured Term Loan

J.C. Penney Properties, Inc.

Term Loan Guarantor

ABL Guarantor

J.C. Penney Corporation, Inc.

(OpCo)

Term Loan Borrower

ABL Borrower

Bond Issuer

Stores

J.C.

Penney

Corporation,

Inc.

Ownership

Count

Appraised

Value

Owned

$708

Ground-Leased

266

Total

103

$974

Stores

J.C.

Penney

Properties,

Inc

Ownership

Count

Appraised

Value

Owned

234

$1,929

Ground-Leased

395

Total

323

$2,324

Note:

Chart

above

demonstrates

entities

with

material

properties

and

excludes

other

material

and

immaterial

subs.

Includes

minimis

properties

with

fair

market

values

below $2 million. Excludes 3 properties in JCP Puerto Rico. Pro forma for satisfaction and discharge of $254 million 7.125% debentures due 2023. The number of perfected

mortgages and the corresponding appraised value is subject to change based on continuing diligence and title review of real estate portfolio.

Store and distribution center count as of the most recent 10-K; 1,102 stores currently open as two leased stores have closed since February 2, 2013.

Appraised values based on reports provided by Cushman & Wakefield dated May 10, 2013.

Home office owned by J.C. Penney Corporation, Inc.

Mortgaged Properties at JCP Corp: 37 stores

with appraised value of $322 million

J.C.

Penney’s

real

estate

portfolio

consists

306

owned

stores,

123

ground

leased

stores,

675

leased

stores,

distribution centers (6 leased, 9 owned), the home office and affiliated land in Plano, TX and miscellaneous other real

estate

assets¹

Cushman & Wakefield performed appraisals that concluded $3.3 billion of total appraised value for the owned and ground leased

stores and $762 million of total appraised value for the owned distribution centers and the home office

Term loan will have perfected mortgages on approximately 327 properties with appraised value of $3.2 billion

J.C.

Penney

Owned

and

Ground

Leased

Real

Estate

Overview

millions)

Mortgaged Properties at JCP Properties:

280 with appraised value of $2,225 million

Distribution

Centers

and

Home

Office

Ownership

Count

Appraised

Value

Owned

$762

Mortgaged Properties: All distribution centers

and home office (except for certain land) with

appraised value of $698 million

11 -

Owned

and

ground

leased

properties

that

are

included

collateral

are

comprised

approximately

379

sites (including

stores,

distribution

centers

and

home

office)

with

appraised

value

$3.3

billion

and

estimated dark value of $1.7 billion

Of these 379 sites, approximately 52 owned and ground leased stores with fair market value of less than $2 million

are not required to be mortgaged

Although

there

will

not

leasehold

mortgages,

there

expected

meaningful

value

associated

with

some of the leases

Appraisals on leased stores are still being completed

On average, the ground leased properties have a remaining lease term (including all extension options) of 51 years

and

the

leased

properties

have

remaining

lease

term

(including

all

extension

options)

years

J.C. Penney Real Estate Portfolio

Note:

The number of perfected mortgages and the corresponding appraised value is subject to change based on continuing diligence and title review of real estate portfolio.

Real Estate Collateral Overview

Store

Lit Appraised

Dark Appraised

Category

Count

Value

Stores by Ownership

Owned

306

40,372,552

$2,641,805,000

$1,520,270,000

Ground Leased

123

15,425,653

680,342,000

297,431,000

Leased

673

55,262,593

Total Stores

1,102

111,060,798

3,322,147,000

1,817,701,000

Properties by Mall Grade (Owned and Ground Leased Only)

105

16,641,652

$1,424,042,000

$913,826,000

148

20,971,787

1,140,390,000

589,895,000

C/D

5,531,785

168,470,000

52,560,000

Not Rated or Non-Mall

132

12,652,981

589,245,000

261,420,000

Other

16,995,286

762,400,000

385,300,000

Total Owned and Ground Leased Properties

439

72,793,491

4,084,547,000

2,203,001,000

Mall

grades

based

Green

Street

Advisors

Mall

Database.

Appraised

values

based

reports

provided

Cushman

Wakefield

dated

May

10,

2013.

Includes

distribution

centers,

home

office

and

affiliated

land.

14 -

Stabilization Underway

CEO with proven track record in turnarounds, strong vendor relationships and understanding of

industry and organization returns

Generous liquidity from ABL and new Term Loan allows time to address issues

Return to promotional pricing strategy

Home rollout and associated capital expenditures nearing completion

Inspirational in-store presentation on enhanced merchandise assortment

2013 Focus

Develop strategic business plan to guide execution

Deliver effective marketing and promotion to increase core customer visits and spend

Refine merchandising strategy to focus on private label, national brands and attractions

Profitable Growth Plan Being Developed

J.C. Penney's Established Position with the Consumer

15 -

Founded more than a century ago by James Cash Penney, J.C. Penney has a long

heritage as a leading U.S. department store brand

Nearly half the families in America shop at J.C. Penney each year, which includes a

large, loyal customer base

Broad

geographic

footprint

1,104

stores

states

and

Puerto

Rico

provides

easy

access to consumers

Compelling

assortment

sought

after

national

brands,

including

Levi’s

Nike

Izod

Carter’s

and Vanity Fair

Well

established,

trusted

private

brands

that

are

valued

core

customers,

including

The Original Arizona Jean Co.

, St. John’s Bay

, Worthington

, Stafford

, a.n.a.

and

Xersion™

Exclusive “attractions”

that bring excitement and aspiration to the shopping experience,

including

Sephora inside JCP,

Liz

Claiborne

Joe

Fresh™,

Happy Chic

Jonathan

Adler,

MNG

Mango

and

Aldo’s Call it Spring

Store base as of most recent 10-K consisted of 306 owned, 123 ground leased and 675 leased properties. Current store base consists of 1,102 stores as two

leased stores have closed since February 2, 2013.

Market and message to the customer on key shopping occasions emphasizing key brands

and attractions

Clearly communicate the style/quality and price offered as a compelling customer proposition

Offer

compelling

promotions

that

drive

traffic

stores

and

.com

well

build

“spend”

and

basket size

Capitalize

being

the

value/price

leader

the

anchors

650

malls

and

comparable

off-mall

competition

Focus promotional “spend”

for peak shopping periods

Create a sense of urgency on the top 26 shopping occasions

Engage national brand partners to participate and share in promoting JCP as having

headquarters assortments

Become preferred destination based on presentations, ownership and shopping experience

16 -

Re-Connecting with the Customer

17 -

Compelling assortment of merchandise

with visual clarity and respectful service

Balance of best of “national brands,”

“private brands”

and

“attractions/exclusives”

In stock on best of seasonal fashion and

basic merchandise

Fashion authority for moderate customer

lifestyle within their family budget

In-stock for sought after basic items

Focus on having their size

“Findmore”

connection of assortments in

stores and .com availability

Re-Launch of St. John’s Bay casual

sportswear -

$1 billion+ private brand

Dropped

2012

–

customers

extremely

vocal in their disappointment

Focus on Merchandise Breadth and Depth

-19 -

Restoring “customer value proposition”

Act based on consumer “insights”

and preferences

Communicate

brands,

offers

key

occasions

–

compelling

“call to action”

Become the leader in associate engagement

Strengthen

the

leadership

team

–

capitalize

experience

and

new talent

Build bench strength and succession in key roles

Buy

and

sell

merchandise

profitable

basis

–

capitalize

P&A strengths

Assume strong financial foundation and improve balance sheet

Adhere to strong ROIC disciplines

Winning with

CUSTOMERS

Winning with

ASSOCIATES

Winning with

STAKEHOLDERS

An Energetic Path to Profitable Growth

First lien on high quality, desirable real estate assets

Second lien on high value inventory and receivable collateral

Structurally

senior

$2.6

billion

unsecured

bonds

with

respect

large

majority

assets³

Additional collateral available includes value of under-market leases, trademarks

(including J.C. Penney, Liz Claiborne, St. John’s Bay and Arizona), liquid short-term

investments and miscellaneous other assets

$3.9 billion of equity value behind debt complex

Significant Collateral and Enterprise Value Coverage

($ in millions)

Residual

value

ABL

collateral

calculated

80%

book

value

inventory

less

letters

credit

outstanding

and

ABL

borrowings

May

2013.

Excludes values of non-mortgaged properties at J.C. Penney Corporation and all leased properties.

Assumes satisfaction and discharge of $254 million 7.125% debentures due 2023 and market capitalization of $3.9 billion as of May 10, 2013.

Appraised Value of

Real Estate Collateral

Residual Value of

ABL Collateral

Hard Collateral

New Term Loan

Enterprise Value

$4,248

$1,750

$7,085

Strengthened Liquidity Position

Pro forma liquidity of $2.7 billion

No near-term debt maturities

Fully-funded pension obligations with no required cash contributions

Normalized capital expenditures upon completion of Spring 2013 attractions

Increased working capital balances ahead of Home launch

24 -

Summary of Pro Forma Liquidity ($ in millions)

Balance Sheet Cash

$821

ABL Availability

531

Proposed Senior Secured Term Loan

1,301

Total Liquidity

$2,653

Calculated as $1,850 million assumed borrowing base less $469 million letters of credit and $850 million ABL borrowings as of May 4, 2013.

Senior Secured Term Loan shown net of estimated fees, original issue discount, and cost to satisfy and discharge $254 million 7.125% debentures due 2023.

Summary of Historical Financial Performance

($ in millions)

27 -

Summary of Historical Financial Performance

($ in millions)

FY ‘09

FY ‘10

FY ‘11

FY ‘12

Sales

$ 17,556

$ 17,759

$ 17,260

$ 12,985

Comps

(6.3)%

2.5 %

0.2 %

(25.2)%

Gross Margin %

39.4 %

39.2 %

36.0 %

31.3 %

SG&A

$ 5,410

$ 5,358

$ 5,109

$ 4,506

Adj. EBITDAP

$ 1,497

$ 1,579

$ 1,311

$(306)

% of Sales

8.5 %

8.9 %

7.6 %

(2.4)%

Capex

$ 600

$ 499

$ 634

$ 810

% of Sales

3.4 %

2.8 %

3.7 %

6.2 %

Note: Adjusted EBITDAP defined as: net income before interest, income taxes, depreciation and amortization, less qualified pension expense, restructuring expense,

aged inventory reserves, impairments and book gains from real estate transactions. Please refer to page 36 for a reconciliation of Net Income to Adjusted EBITDAP.

Indicative Summary of Terms

Senior Secured Term Loan

Borrower

J.C. Penney Corporation

Guarantors

J.C. Penney Company, Inc. (“Holdings”) and all material subsidiaries of J.C. Penney Corporation

Security

1 lien on substantially all tangible and intangible assets (except for ABL collateral) of the Borrower and the Guarantors,

including fee owned and ground leasehold interests in real property, intellectual property, machinery, equipment and

equity interests in and intercompany debt owed by all subsidiaries of the Borrower

2 priority

lien

ABL

collateral

Use of Proceeds

Liquidity, working capital needs and to finance the satisfaction

/ discharge of $254 million 7.125% debentures due 2023

Size

$1.75 billion

Tenor

5 years

Amortization

1.00% per annum

Ratings

(Moody’s / S&P / Fitch)

Corporate:

TBD / CCC+ / B-

Tranche:

TBD / B / BB-

Indicative Pricing

L+TBD (TBD LIBOR floor)

Call Protection

102 / 101 / par

Mandatory Prepayments

Asset Sales, Insurance Proceeds and Excess Cash Flow sweep with step downs TBD

Financial Covenants

None

Negative Covenants

Standard and customary, including, but not limited to: incurrence of additional debt, asset sales, liens, restricted

payments, investments, mergers and acquisitions, transactions with affiliates

31 -

Real Estate Appraisal Methodology

Valuation Methodology

For owned properties and properties with ground leases with terms > 30 years, Cushman

employed a direct capitalization approach

For ground leased properties with remaining terms of less than 30 years, Cushman employed a

discounted cash flow approach

Asset quality, mall location and quality, local market conditions and the length of the

remaining

lease

term

were

used

determine

capitalization

rates

and

discount

rates

Market rent was determined by analyzing rent comparables and by looking at rent to sales

and total occupancy cost ratios based on projected sales levels.

Higher ranked stores were

considered more productive assets and were afforded a higher rent to sales ratio

Dark Value Estimates

The dark valuation methodology accounts for deductions for rent loss, expenses borne by the

landlord during lease-up, tenant improvements and leasing commissions

Wider cap rates (100 –

200bps) were used to account for the higher risk associated with stores

assumed to be vacant and to afford entrepreneurial profit for investors

35 -

Authorization Letter

May 13, 2013

Goldman Sachs Bank USA

Barclays Bank PLC

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

UBS Securities LLC

Ladies and Gentlemen:

We refer to the proposed $1,750,000,000 Term Loan Facility (the "Facility") for J.C. Penney Corporation, Inc. (the "Company") that you are arranging at our

request, and the Lender Presentation forwarded herewith (the "Lender Presentation"). We have reviewed or participated in preparing the Lender Presentation

and the information contained therein.

Yours sincerely,

J.C. Penney Corporation, Inc.

37 -

The Company has reviewed the information contained in the Lender Presentation and represents and warrants to you that the information contained in the

Lender Presentation (other than financial projections and information of a general economic or general industry nature, but including the information

contained in the public filings referenced therein) is, when taken as a whole, complete and correct in all material respects and does not contain any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under

which they were made, not materially misleading. Any management projections or forward-looking statements included in the Lender Presentation are based

on assumptions and estimates prepared by management of the Company in good faith and management believes such assumptions and estimates to be

reasonable as of the date of the Lender Presentation. Whether or not such projections or forward looking statements, which by their nature are subject to

significant uncertainties and contingencies, are in fact achieved will depend upon future events many of which are not within the control of the Company.

Accordingly, actual results may vary from the projections and such variations may be material. The projections included in the Lender Presentation should

not be regarded as a representation or warranty by the Company or its management that the projected results will be achieved.

The Company represents and warrants that the information contained in the Lender Presentation is either publicly available information (or at the time of the

Lender Presentation will be publicly available information) or not material information (although it may be sensitive and proprietary) with respect to the Company,

its subsidiaries, affiliates or their respective securities for purposes of United States federal and state securities laws.

We request that you distribute the Lender Presentation to such financial institutions as you may deem appropriate to include in the Facility. We agree that we will

rely on, and that you are authorized to rely on, the undertakings, acknowledgments and agreements contained in the Notice to and Undertaking by Recipients

accompanying the Lender Presentation or otherwise acknowledged by recipients of the Lender Presentation. This letter is delivered solely to you in your

collective capacities as arrangers of the Facility, and each lender or prospective lender under the Facility shall be entitled to rely only on the representations and

warranties contained in any executed agreements relating to the Facility.