Date of Report (Date of earliest event reported): June 9, 2016

(Exact name of registrant as specified in its charter)

(State or other jurisdiction
of incorporation )
(Commission File No.)
(IRS Employer
 Identification No.)

6501 Legacy Drive
Plano, Texas
(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 the following 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))

Item 8.01
Other Events.
On June 9, 2016, J. C. Penney Company, Inc. (the “Company”) announced that its wholly-owned subsidiary, J. C. Penney Corporation, Inc. (the “Corporation,” and together with the Company, “J. C. Penney”), intends to offer $500 million aggregate principal amount of senior secured notes (the “Notes”), subject to market and other conditions. The Notes will be guaranteed on a senior secured basis, jointly and severally, by the Company and certain domestic subsidiaries of the Corporation that will guarantee J. C. Penney’s $1.688 billion amended and restated senior secured term loan facility J. C. Penney is seeking to enter into concurrently with the offering of the Notes. J. C. Penney intends to use the net proceeds from the offering of the Notes, together with borrowings under the amended and restated senior secured term loan facility, to repay the entire outstanding principal balance of J. C. Penney’s existing $2.25 billion five-year senior secured term loan that was entered into in May 2013.

The Notes will be sold to qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This Current Report on Form 8-K (“Report”) does not constitute an offer to sell or the solicitation of an offer to buy any Notes.

Forward-Looking Statements

This Report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expect” and similar expressions identify forward-looking statements, which include, but are not limited to, statements regarding the offering, the amended and restated term loan facility and the anticipated use of proceeds from the offering and the amended and restated term loan facility. Forward-looking statements are based only on the Company’s current assumptions and views of future events and financial performance. They are subject to known and unknown risks and uncertainties, many of which are outside of the Company’s control 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, 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 us merchandise on a timely basis or at all, trade restrictions, the ability to monetize non-core assets on acceptable terms, the ability to implement our strategic plan including our omnichannel initiatives, customer acceptance of our strategies, our ability to attract, motivate and retain key executives and other associates, the impact of cost reduction initiatives, our ability to generate or maintain liquidity, implementation of new systems and platforms including EMV chip technology, changes in tariff, freight and shipping rates, changes in the cost of fuel and other energy and transportation costs, disruptions and congestion at ports through which we import 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 federal government to fund and conduct its operations, a systems failure and/or security breach that results in the theft, transfer or unauthorized disclosure of customer, employee or Company information, legal and regulatory proceedings and the Company’s ability to access the debt or equity markets on favorable terms or at all. There can be no assurances that the Company will achieve

expected results, and actual results may be materially less than expectations. Please refer to the Company’s most recent Form 10-K for a further discussion of risks and uncertainties. Investors should take such risks into account and should not rely on forward-looking statements when making investment decisions. Any forward-looking statement made by us in this Report is based only on information currently available to us and speaks only as of the date on which it is made. We do not undertake to update these forward-looking statements as of any future date.

Item 9.01
Financial Statements and Exhibits.
Exhibit Number
Statement of Computation of Ratio of Earnings to Fixed Charges


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 the undersigned hereunto duly authorized.

/s/ Edward Record
Edward Record
Executive Vice President and Chief Financial Officer

Date:  June 9, 2016


Exhibit Number
Statement of Computation of Ratio of Earnings to Fixed Charges