Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.


On January 31, 2020, J. C. Penney Company, Inc. (the "Company") received notice
(the "Delisting Notice") from the New York Stock Exchange (the "NYSE") that it
is no longer in compliance with NYSE continued listing criteria set forth in
Section 802.01C of the Listed Company Manual of the NYSE that require listed
companies to maintain an average closing share price of at least $1.00 over a
period of 30 consecutive trading days.
Pursuant to Section 802.01C, the Company has a period of six months following
the receipt of the Delisting Notice to regain compliance with the minimum share
price requirement, subject to possible extension if the Company determines to
remedy the non-compliance by taking action that would require stockholder
approval, including through a reverse stock split. The Company plans to notify
the NYSE within 10 business days of its intent to cure the deficiency. The
Company is in compliance with all other NYSE continued listing standard rules.
The Company can regain compliance with the minimum share price requirement at
any time during the six month cure period if, on the last trading day of any
calendar month during the cure period or on the last day of the cure period, the
Company has a closing share price of at least $1.00, and an average closing
share price of at least $1.00 over the 30 trading-day period ending on such
date. If the Company effectuates a reverse stock split following stockholder
approval to cure the condition, the condition will be deemed cured if the price
promptly exceeds $1.00 a share, and the price remains above that level for at
least the following 30 trading days.
The Delisting Notice has no immediate impact on the listing of the Company's
common stock, which will continue to be listed and traded on the NYSE during the
cure period under the common stock trading symbol "JCP", subject to the
Company's continued compliance with the other listing requirements of the NYSE.
However, the common stock trading symbol will have an added designation of ".BC"
to indicate that the status of the common stock is "below compliance" with the
NYSE continued listing standards. The ".BC" indicator will be removed at such
time as the Company regains compliance.
The NYSE notification does not affect the Company's business operations or its
Securities and Exchange Commission reporting requirements, and does not conflict
with or cause an event of default under any of the Company's material debt
agreements.
A copy of the press release is filed herewith as Exhibit 99.1 hereto and is
incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.




(d)       Exhibit 99.1   J. C. Penney Company, Inc. News Release issued January
                       31, 2020
          Exhibit 101  Cover Page Interactive Data File - the cover page XBRL
                       tags are embedded within the Inline XBRL document

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