<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 33-53275
-------------------------------
PRICING SUPPLEMENT NO. 1 dated May 16, 1995 (To Prospectus dated April 29,
1994 and Prospectus Supplement dated July 1, 1994)
U.S. $193,000,000
(Principal Amount)
JCPENNEY
Medium-Term Notes, Series A
Due from Nine Months or More From Date of Issue
<TABLE>
<S> <C>
[X] Book Entry Note [X] Fixed Rate
[ ] Certificated Note [ ] Floating Rate
Trade Date: May 16, 1995 Issue Price (As a Percentage of Principal Amount):
-------------------------------------
Date of Issue: May 23, 1995 100%
---------------------------------- ---------------------------------------------------
Interest Payment Date(s): March 15, September 15
-------------------------
Maturity Date: May 23, 2005 Fixed Interest Rate/Initial Interest Rate:
----------------------------------
Agent's Commission: .600% 7.05%
----------------------------- ---------------------------------------------------
Net Proceeds to Issuer: $191,842,000
---------------------------
If Floating Rate indicate: [ ] Commercial Paper Rate Note,
[ ] Prime Rate Note, [ ] LIBOR Note,
[ ] Federal Funds Effective Rate Note, [ ] CD Rate Note,
[ ] Treasury Rate Note or [ ] Other
------------
and complete the following:
Interest Reset Dates: N/A Spread: N/A
--------------------------- -------------------------------------------
Interest Payment Period: N/A Spread Multiplier: N/A
------------------------ --------------------------------
Interest Reset Period: N/A Maximum Interest Rate, if any: N/A
-------------------------- ---------------------
Interest Determination Dates: N/A Minimum Interest Rate, if any N/A
------------------- ---------------------
Index Maturity: N/A Calculation Dates: N/A
--------------------------------- --------------------------------
Calculation Agent: N/A
--------------------------------
</TABLE>
Redemption Information: Non-redeemable prior to stated maturity
--------------------------------------------------------
If Note is denominated in a currency or currency unit other than U. S. dollars,
see attachment.
CS FIRST BOSTON
MERRILL LYNCH & CO.
J. P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO.
Incorporated
<PAGE> 2
Debt Securities, including Medium-Term Notes, Series A, may be issued by the
Company in an aggregate principal amount of up to U.S. $1,500,000,000 or the
equivalent in foreign currency or foreign currency units. To date, including
this offering, an aggregate of U.S. $693,000,000, or the equivalent in foreign
currency or foreign currency units of Medium- Term Notes, Series A, and all
other Debt Securities, has been issued.
Attachment to Pricing Supplement No. 1
------------------------
Specified Currency or Currency Units: N/A
------------------------------------------
Payment by holder of purchase price in: [ ] the Specified Currency or [ ] U.S.
dollars
Exchange rate applicable to purchase price if payable in U.S. dollars of
non-U.S. dollar denominated Note: U.S. $1.00 = N/A
--------------------
Payments to the holder of principal, premium, if any, and interest in U.S.
dollars (with an election by the holder to receive payments in the Specified
Currency) N/A
-------------
or such payments only in the Specified Currency (with no election by the holder
to receive payments in U.S. dollars) N/A
------------------
Additional Terms: N/A
RECENT DEVELOPMENTS
The following financial information should be read in conjunction with
the financial information contained in the Company's Annual Report on Form 10-K
for the 52 weeks ended January 28, 1995.
The Company's net income per share (fully diluted) for the 13 weeks ended
April 29, 1995 declined 27.4% to 61 cents, as compared with 84 cents in the
same 1994 period. Net income totaled $156 million, as compared with $223
million in the 1994 first quarter. Gross margin dollars for both stores and
catalog declined due to the weak sales volume and increased promotional
activity. As a per cent of retail sales, gross margin was 31.4%, as compared
with 32.1% in the same period last year. Selling, general, and administrative
("SG&A") expenses increased 5.2% from last year's level. As a per cent of
sales, SG&A expenses were 26.3% compared with 25.1% in the same 1994 period.
The Company's annual earnings depend to a significant extent on the
results of operations for the last quarter of its fiscal year. Accordingly,
interim results may not be indicative of the results for the entire fiscal
year.