UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

May 18, 2020Date of Report (date of earliest event reported) : May 18, 2020

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

Delaware 1-15274 26-0037077

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

6501 Legacy DrivePlano, Texas

75024-3698

(Address of Principal Executive Offices) (Zip Code)

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

Not Applicable(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions:☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading

Symbol(s) Name of each exchange

on which registered*Common Stock of 50 cents par value JCP New York Stock Exchange

Preferred Stock Purchase Rights JCP New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of thischapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐* On May 18, 2020, J. C. Penney Company, Inc. (the “Company”) was notified by the staff of NYSE Regulation, Inc. (“NYSE Regulation”) that it wouldfile a delisting application with the Securities and Exchange Commission (the “SEC”) to delist the Company’s common stock from the New York StockExchange (the “NYSE”). Such application was filed by NYSE Regulation on May 20, 2020, and the delisting will be effective 10 days thereafter. Thederegistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will beeffective 90 days, or such shorter period as the SEC may determine, after filing of the Form 25. Upon deregistration of the Company’s common stockunder Section 12(b) of the Exchange Act, the Company’s common stock will remain registered under Section 12(g) of the Exchange Act.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on May 16, 2020, J. C. Penney Company, Inc. (“J. C. Penney” or the “Company”) was notified by the staff of NYSERegulation, Inc. (“NYSE Regulation”) that it had determined to commence proceedings to delist the Company’s common stock from the New York StockExchange (“NYSE”) after determining that J. C. Penney was no longer suitable for listing pursuant to NYSE Listed Company Manual Section 802.01Dafter J. C. Penney’s disclosure on May 15, 2020 that it and certain of its subsidiaries had commenced voluntary cases under chapter 11 of title 11 of theUnited States Code (the “Chapter 11 Cases”).

On May 18, 2020, NYSE Regulation notified the Company of its determination to immediately suspend trading in the Company’s common stock onthe NYSE and file a delisting application with the Securities and Exchange Commission (the “SEC”), and on May 20, 2020, NYSE Regulation filed suchapplication on Form 25 with the SEC pursuant to Rule 12d2-2(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Trading of the Company’s common stock has commenced on the OTC Markets Group Inc.’s Pink Open Market under the symbol “JCPNQ.” Thistransition does not affect the Company’s operations or business and does not change its reporting requirements under SEC rules.

Item 7.01. Regulation FD Disclosure.

The Company had previously disclosed, in Exhibit 99.2 attached to the Current Report on Form 8-K filed on May 18, 2020 (the “CleansingMaterial”), certain information that had been shared with certain of its creditors. The Company is now providing, in Exhibit 99.1 attached to this CurrentReport on Form 8-K (the “Supplemental Company Materials”), an update to certain information contained in the Cleansing Material. As previouslydisclosed, the Cleansing Material was prepared by J. C. Penney solely to facilitate a discussion with certain of its creditors and was not prepared with aview toward public disclosure and should not be relied upon to make an investment decision with respect to J. C. Penney. The Supplemental CompanyMaterials similarly were prepared by J. C. Penney solely to reflect certain updates to information contained in the Cleansing Material. Neither theCleansing Material nor the Supplemental Company Materials should be regarded as an indication that the Company and its subsidiaries (collectively, the“Company Parties”) or any third party consider the Cleansing Material or the Supplemental Company Materials to be a reliable prediction of future events,and neither the Cleansing Material nor the Supplemental Company Materials should be relied upon as such. The Cleansing Material and the SupplementalCompany Materials include certain values for illustrative purposes only, and such values are not the result of, and do not represent, actual valuations,estimates, forecasts or projections of the Company Parties or any third party and should not be relied upon as such. Neither the Company Parties nor anythird party has made or makes any representation to any person regarding the accuracy of the Cleansing Material or the Supplemental Company Materialsor undertakes any obligation to further publicly update the Cleansing Material, or publicly update the Supplemental Company Materials, to reflectcircumstances existing after the date when they were prepared or conveyed or to reflect the occurrence of future events, even in the event that any or all ofthe assumptions underlying the Cleansing Material or Supplemental Company Materials are shown to be in error.

The information disclosed in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 ofthe Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the SecuritiesAct of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such a filing.

Cautionary Statement Regarding Forward-Looking Information

The Company has included statements in this Current Report on Form 8-K that may constitute forward-looking statements within the meaning of thePrivate Securities Litigation Reform Act of 1995. Words such as “expect” and similar expressions identify forward-looking statements, which include, butare not limited to, statements regarding sales, cost of goods sold, selling, general and administrative expenses, earnings, cash flows and liquidity. Forward-looking statements are based only on the Company’s current assumptions and views of future events and financial performance. They are subject to knownand unknown risks and uncertainties, many of which are outside of the Company’s control that may cause the Company’s actual results to be materiallydifferent from planned or expected results. Those risks and uncertainties include, but are not limited to, risks attendant to the

2

bankruptcy process, including the Company’s ability to obtain court approval from the United States Bankruptcy Court for the Southern District of Texas(the “Bankruptcy Court”) with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases, includingwith respect to any proposed debtor-in-possession financing; the ability of the Company to negotiate, develop, confirm and consummate a plan ofreorganization; the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company’sreorganization, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases), results ofoperations or business prospects; the effects of the Chapter 11 Cases on the interests of various constituents; the length of time that the Company willoperate under Chapter 11 protection; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Casesand the outcome of the Chapter 11 Cases in general; conditions to which any debtor-in-possession financing is subject and the risk that these conditionsmay not be satisfied for various reasons, including for reasons outside the Company’s control; general economic conditions, including inflation, recession,unemployment levels, consumer confidence and spending patterns, credit availability and debt levels; changes in store traffic trends; the cost of goods;more stringent or costly payment terms and/or the decision by a significant number of vendors not to sell the Company merchandise on a timely basis or atall; trade restrictions; the ability to monetize non-core assets on acceptable terms; the ability to implement the Company’s strategic plan, including itsomnichannel initiatives; customer acceptance of the Company’s strategies; the Company’s ability to attract, motivate and retain key executives and otherassociates; the impact of cost reduction initiatives; the Company’s ability to generate or maintain liquidity; implementation of new systems and platforms;changes in tariff, freight and shipping rates; changes in the cost of fuel and other energy and transportation costs; disruptions and congestion at portsthrough which the Company imports goods; increases in wage and benefit costs; competition and retail industry consolidations; interest rate fluctuations;dollar and other currency valuations; the impact of weather conditions; risks associated with war, an act of terrorism or pandemic; the ability of the federalgovernment to fund and conduct its operations; a systems failure and/or security breach that results in the theft, transfer or unauthorized disclosure ofcustomer, employee or Company information; legal and regulatory proceedings; the Company’s ability to access the debt or equity markets on favorableterms or at all; risks arising from the suspension of trading of the Company’s common stock on, or delisting from, the NYSE; and the impact of naturaldisasters, public health crises or other catastrophic events on the Company’s financial results, in particular as the Company manages its business throughthe COVID-19 pandemic and the resulting restrictions and uncertainties in the general economic and business environment. Please refer to the Company’sAnnual Report on Form 10-K for the year ended February 2, 2020, and quarterly reports on Form 10-Q filed subsequently thereto, for a further discussionof risks and uncertainties. There can be no assurances that the Company will achieve expected results, and actual results may be materially less thanexpectations. Investors should take such risks into account and should not rely on forward-looking statements when making investment decisions. Anyforward-looking statement made by the Company in this Current Report on Form 8-K is based only on information currently available to it and speaks onlyas of the date on which such statement is made. The Company does not undertake to update these forward-looking statements as of any future date.

Item 9.01. Financial Statements and Exhibits

(d) Exhibit 99.1 Supplemental Company Materials

Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

3

J. C. PENNEY COMPANY, INC.

By: /s/ Bill Wafford Bill Wafford Executive Vice President, Chief Financial Officer

SIGNATURE

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

Date: May 22, 2020

4

FY 2019 4-Wall EBITDA(1) by Store 2 # of stores 0 1 1 5 14 49 131 292 340 13 (1) 4-Wall EBITDA is an internal store performance metric, which excludes most corporate overhead and other fixed allocated costs. The Company previously released 2019 4-wall EBITDA figures that reflected its in-progress analysis as of April 30, 2020. The above reflects the Company’s refined methodology with respect to its 2019 4-wall EBITDA. Exhibit 99.1

Store Closure Summary(1) 3 Reflects latest thinking on stores as of April 2020, exact number continues to evolve. 4-Wall EBITDA is an internal store performance metric, which excludes most corporate overhead and other fixed allocated costs. The Company previously released 2019 4-wall EBITDA figures that reflected its in-progress analysis as of April 30, 2020. The above reflects the Company’s refined methodology with respect to its 2019 4-wall EBITDA. 4-Wall operating profit is an internal store performance metric, which excludes most corporate overhead and other fixed allocated costs. Proposed Closure Status Stores SF (millions) 2019 Sales (millions) 2019 4-Wall EBITDA(2) (millions) 2019 4-Wall Operating Profit(3) (millions) Open – Owned 228 30 $3,055 $473 $468 Closed – Owned 49 7 432 30 29 Open – Ground Leased 90 11 1,222 168 165 Closed – Ground Leased 19 2 177 10 10 Open – Leased 286 29 3,012 442 436 Closed – Leased 174 14 1,016 65 57 Total 846 93 $8,914 $1,189 $1,165

Lease Term Remaining 4 Operating Lease Term Remaining Stores SF (millions) 2019 Sales (millions) 2019 4-Wall EBITDA(1) (millions) 2019 4-Wall Operating Profit(2) (millions) >= 50 years 12 1 $126 $15 $15 >= 30 years <50 years 47 6 532 59 57 >=10 years <30 years 350 33 3,079 396 386 < 10 Years 51 3 291 39 34 Total 460 43 $4,028 $508 $492 Ground Lease Term Remaining Stores SF (millions) 2019 Sales (millions) 2019 4-Wall EBITDA(1) (millions) 2019 4-Wall Operating Profit(2) (millions) >= 50 years 46 5 $594 $76 $75 >= 30 years <50 years 30 4 365 45 45 >=10 years <30 years 32 5 431 56 54 < 10 Years 1 0 10 1 1 Total 109 14 $1,399 $178 $175 4-Wall EBITDA is an internal store performance metric, which excludes most corporate overhead and other fixed allocated costs. The Company previously released 2019 4-wall EBITDA figures that reflected its in-progress analysis as of April 30, 2020. The above reflects the Company’s refined methodology with respect to its 2019 4-wall EBITDA. 4-Wall operating profit is an internal store performance metric, which excludes most corporate overhead and other fixed allocated costs.

FY 2019 Rent Expense 5 Note: From Third Party Advisor August 2019 analysis. This only includes rent expense from the 430 operating leased and ground leased properties that the Third Party Advisor included in their analysis. 4-Wall EBITDA is an internal store performance metric; which excludes most corporate overhead and other fixed allocated costs. The Company previously released 2019 4-wall EBITDA figures that reflected its in-progress analysis as of April 30, 2020. The above reflects the Company’s refined methodology with respect to its 2019 4-wall EBITDA. 4-Wall operating profit is an internal store performance metric, which excludes most corporate overhead and other fixed allocated costs. Operating Lease Rent expense PSF Stores SF (millions) 2019 Sales (millions) 2019 4-Wall EBITDA(1) (millions) 2019 4-Wall Operating Profit(2) (millions) Up to $2.00 PSF 64 9 $715 $91 $89 >$2.00, <$3,00 PSF 83 9 860 118 116 >$3.00, <$4.00 PSF 94 10 925 125 125 >=$4.00 PSF 80 8 882 79 78 Total 321 36 $3,382 $412 $407 Ground Lease Rent expense PSF Stores SF (millions) 2019 Sales (millions) 2019 4-Wall EBITDA(1) (millions) 2019 4-Wall Operating Profit(2) (millions) Up to $2.00 PSF 60 9 $807 $106 $103 >$2.00, <$3,00 PSF 15 2 218 34 34 >$3.00, <$4.00 PSF 20 2 209 26 26 >=$4.00 PSF 14 1 164 12 13 Total 109 14 $1,399 $178 $175

FY 2018 Occupancy Costs (Owned, Ground Leased and Operating Leased) 6 Occupancy cost PSF Stores SF (millions) 2019 Sales (millions) 2019 4-Wall EBITDA(1) (millions) 2019 4-Wall Operating Profit(2) (millions) Up to $2.00 PSF 210 26 $2,348 $347 $349 >$2.00, <$3,00 PSF 158 20 1,796 250 239 >$3.00, <$4.00 PSF 149 15 1,431 210 205 >=$4.00 PSF 329 32 3,340 382 372 Total 846 93 $8,914 $1,189 $1,165 4-Wall EBITDA is an internal store performance metric, which excludes most corporate overhead and other fixed allocated costs. The Company previously released 2019 4-wall EBITDA figures that reflected its in-progress analysis as of April 30, 2020. The above reflects the Company’s refined methodology with respect to its 2019 4-wall EBITDA. 4-Wall operating profit is an internal store performance metric, which excludes most corporate overhead and other fixed allocated costs.

FY 2019 Occupancy Costs (Owned, Ground Leased and Operating Leased) 7 Occupancy Cost PSF Stores SF (millions) 2019 Sales (millions) 2019 4-Wall EBITDA(1) (millions) 2019 4-Wall Operating Profit(2) (millions) Up to $2.00 PSF 211 27 $2,404 $357 $357 >$2.00, <$3,00 PSF 145 19 1,690 238 229 >$3.00, <$4.00 PSF 156 16 1,439 203 198 >=$4.00 PSF 334 32 3,382 391 381 Total 846 93 $8,914 $1,189 $1,165 4-Wall EBITDA is an internal store performance metric, which excludes most corporate overhead and other fixed allocated costs. The Company previously released 2019 4-wall EBITDA figures that reflected its in-progress analysis as of April 30, 2020. The above reflects the Company’s refined methodology with respect to its 2019 4-wall EBITDA. 4-Wall operating profit is an internal store performance metric, which excludes most corporate overhead and other fixed allocated costs.

8 Real Estate Appraisal Summary — “Lit” Value Total Store Base Real Estate Lit Value Appraisal Summary ($ in millions except number of stores)(1) Unencumbered Encumbered Stores Total Owned Ground Lease Operating Lease Total UE Stores Owned Ground Lease Operating Lease Total Encumbered Stores Grand Total # of stores(2) 65 49 460 574 212 60 -- 272 846 FY'19 4-Wall EBITDA(3) $127 $72 $508 $707 $376 $106 -- $482 $1,189 Source: Company, Third Party appraisal The Company has not yet appraised 5 encumbered stores and 105 unencumbered stores based on a variety of factors, namely lease term, square footage and / or mall grade. Value does not include that of unappraised stores.. Reflects current store count, not adjusted for any contemplated closures. 4-Wall EBITDA is an internal store performance metric, which excludes most corporate overhead and other fixed allocated costs. The Company previously released 2019 4-wall EBITDA figures that reflected its in-progress analysis as of April 30, 2020. The above reflects the Company’s refined methodology with respect to its 2019 4-wall EBITDA. Source: Company, Third party appraisal

9 Real Estate Appraisal Summary — “Dark” Value Total Store Base Real Estate Dark Value Appraisal Summary ($ in millions except number of stores)(1) Unencumbered Encumbered Stores Total Owned Ground Lease Operating Lease Total UE Stores Owned Ground Lease Operating Lease Total Encumbered Stores Grand Total # of stores(2) 65 49 460 574 212 60 -- 272 846 FY'19 4-Wall EBITDA(3) $127 $72 $508 $707 $376 $106 -- $482 $1,189 The Company has not yet appraised 5 encumbered stores and 105 unencumbered stores based on a variety of factors, namely lease term, square footage and / or mall grade. Value does not include that of unappraised stores.. Reflects current store count, not adjusted for any contemplated closures. 4-Wall EBITDA is an internal store performance metric, which excludes most corporate overhead and other fixed allocated costs. The Company previously released 2019 4-wall EBITDA figures that reflected its in-progress analysis as of April 30, 2020. The above reflects the Company’s refined methodology with respect to its 2019 4-wall EBITDA. Source: Company, Third party appraisal