Macy's, Inc,
Fiscal Year 2026 Q4.
In the Management Discussion:
de-emphasised
In the Management Discussion:
escalated
In the Management Discussion:
escalated
In the Management Discussion:
de-emphasised
In the Management Discussion:
reworded
In the Management Discussion:
reworded
View specific filings
5 filing documents, in order.
Management Discussion
escalated Federal income statutory rate21 %21 % For the third quarter of 2025, the income tax effective rate was impacted by the recognition of return-to-provision adjustments associated with the filings of the Company's 2024 and 2023 U.S. federal income tax returns, in addition to state and local taxes; this contrasts with the prior period (Q2), where the impact was primarily due only to state and local taxes. Additionally, the annual reporting description removed reference to vesting and cancellation of certain stock-based compensation awards as a primary driver.
FY 2026 Q3 10-Q Removed
Second Quarter of 2025Second Quarter of 2024 Effective tax rate24.3 %23.1 % Federal income statutory rate21 %21 % The income tax expense of $28 million, or 24.3% of pretax income, for the second quarter of 2025 and $45 million, or 23.1% of pretax income, for the second quarter of 2024, reflect a different effective tax rate as compared to the Company's federal income tax statutory rate of 21%. The income tax effective rates for the second quarter of 2025 and the second quarter of 2024 were impacted primarily by the effect of state and local taxes. 21
FY 2026 Q4 10-Q Added
Third Quarter of 2025Third Quarter of 2024 Effective tax rate(120.0)%20.0 % Federal income statutory rate21 %21 % The income tax benefit of $6 million, or 120.0% of pretax income, for the third quarter of 2025 and expense of $7 million, or 20.0% of pretax income, for the third quarter of 2024, reflect a different effective tax rate as compared to the Company's federal income tax statutory rate of 21%. The income tax effective rates for the third quarter of 2025 and the third quarter of 2024 were impacted primarily by the recognition of return-to-provision adjustments associated with the filings of the Company's 2024 and 2023 U.S. federal income tax returns during each respective period, as well as the effect of state and local taxes. 22
escalated Capital Allocation The current filing adds specific financial details, noting that the Company ended Q3 2025 with $447 million in cash and cash equivalents, an increase from $315 million at the end of Q3 2024. Furthermore, it specifies that borrowing availability under the ABL Credit Facility was $1,957 million as of November 1, 2025, reflecting a $143 million reduction due to outstanding standby letters of credit.
FY 2026 Q3 10-Q Removed
Capital Allocation The Company's capital allocation goals include maintaining a healthy balance sheet and investment-grade credit metrics to be best-positioned for access to bank and capital market funding under all economic scenarios, followed by investing in the business through initiatives to drive long-term profitable growth and returning capital to shareholders through dividends and share repurchases. 23
FY 2026 Q4 10-Q Added
Capital Allocation The Company's capital allocation goals include maintaining a healthy balance sheet and investment-grade credit metrics to be best-positioned for access to bank and capital market funding under all economic scenarios, followed by investing in the business through initiatives to drive long-term profitable growth and returning capital to shareholders through dividends and share repurchases. The Company ended the third quarter of 2025 with a cash and cash equivalents balance of $447 million, an increase of $132 million from $315 million at the end of the third quarter of 2024. The Company is party to an ABL Credit Facility with certain financial institutions providing for a $2,100 million asset-based credit facility. As of November 1, 2025, borrowing availability was $1,957 million, which reflects a $143 million reduction due to standby letters of credit outstanding.
de-emphasised Liquidity and Capital Resources The concluding paragraph detailing the Company's belief that its available resources will be sufficient to satisfy anticipated needs for working capital, capital expenditures, and cash dividends for at least the next twelve months has been entirely removed in the current period filing.
FY 2026 Q3 10-Q Removed
Liquidity and Capital Resources The Company's principal sources of liquidity are cash from operations, cash on hand and the Amended & Extended ABL Credit Facility. Material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, lease obligations, merchandise purchase obligations, retirement plan benefits, and self-insurance reserves. Merchandise purchase obligations represent future merchandise payables for inventory purchased from various suppliers through contractual arrangements and are expected to be funded through cash from operations. The Company believes that, assuming no change in its current business plan, its available cash, together with expected future cash generated from operations, the amount available under the Amended & Extended ABL Credit Facility, and credit available in the market, will be sufficient to satisfy its anticipated needs for working capital, capital expenditures, and cash dividends for at least the next twelve months and the foreseeable future thereafter.
FY 2026 Q4 10-Q Added
Liquidity and Capital Resources The Company's principal sources of liquidity are cash from operations, cash on hand and the Amended & Extended ABL Credit Facility. Material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, lease obligations, merchandise purchase obligations, retirement plan benefits, and self-insurance reserves. Merchandise purchase obligations represent future merchandise payables for inventory purchased from various suppliers through contractual arrangements and are expected to be funded through cash from operations. 24
de-emphasised Important Information Regarding Non-GAAP Financial Measures The current period added an introductory note specifying that $113 million and $633 million of dividend income from non-Guarantor subsidiaries were included for the 13 and 39 weeks ended November 1, 2025. Otherwise, the substance of the "Important Information Regarding Non-GAAP Financial Measures" section remained unchanged between the two filings.
FY 2026 Q3 10-Q Removed
Important Information Regarding Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that certain non-GAAP financial measures provide users of the Company's financial information with additional useful information in evaluating operating performance. Management believes that providing supplemental changes in comparable sales on an owned-plus-licensed basis and an owned-plus-licensed-plus-marketplace basis, which includes the impact of growth in comparable sales of departments licensed to third parties and marketplace sales, as applicable, assists in evaluating the Company's ability to generate sales growth, whether through owned businesses, departments licensed to third parties or marketplace sales, on a comparable basis, and in evaluating the impact of changes in the manner in which certain departments are operated. Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP financial measure which the Company believes provides meaningful information about its operational efficiency by excluding the impact of changes in tax law and structure, debt levels and capital investment. In addition, management believes that excluding certain items that are not associated with the Company's core operations and that may vary substantially in frequency and magnitude from period-to-period from net income (loss), diluted earnings (loss) per share and EBITDA provide useful supplemental measures that assist in evaluating the Company's ability to generate earnings and leverage sales, respectively, and to more readily compare these metrics between past and future periods. Management also believes that EBITDA, Adjusted EBITDA and Core Adjusted EBITDA are frequently used by investors and securities analysts in their evaluations of companies, and that such supplemental measures facilitate comparisons between companies that have different capital and financing structures and/or tax rates. The Company uses certain non-GAAP financial measures as performance measures for components of executive compensation. Non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, the Company's financial results prepared in accordance with GAAP. Certain of the items that may be excluded or included in non-GAAP financial measures may be significant items that could impact the Company's financial position, results of operations or cash flows and should therefore be considered in assessing the Company's actual and future financial condition and performance. Additionally, the amounts received by the Company on account of sales of departments licensed to third parties and marketplace sales are limited to commissions received on such sales. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies.
FY 2026 Q4 10-Q Added
(b)Includes $113 million and $633 million of dividend income from non-Guarantor subsidiaries for the 13 and 39 weeks ended November 1, 2025. Important Information Regarding Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that certain non-GAAP financial measures provide users of the Company's financial information with additional useful information in evaluating operating performance. Management believes that providing supplemental changes in comparable sales on an owned-plus-licensed basis and an owned-plus-licensed-plus-marketplace basis, which includes the impact of growth in comparable sales of departments licensed to third parties and marketplace sales, as applicable, assists in evaluating the Company's ability to generate sales growth, whether through owned businesses, departments licensed to third parties or marketplace sales, on a comparable basis, and in evaluating the impact of changes in the manner in which certain departments are operated. Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP financial measure which the Company believes provides meaningful information about its operational efficiency by excluding the impact of changes in tax law and structure, debt levels and capital investment. In addition, management believes that excluding certain items that are not associated with the Company's core operations and that may vary substantially in frequency and magnitude from period-to-period from net income (loss), diluted earnings (loss) per share and EBITDA provide useful supplemental measures that assist in evaluating the Company's ability to generate earnings and leverage sales, respectively, and to more readily compare these metrics between past and future periods. Management also believes that EBITDA, Adjusted EBITDA and Core Adjusted EBITDA are frequently used by investors and securities analysts in their evaluations of companies, and that such supplemental measures facilitate comparisons between companies that have different capital and financing structures and/or tax rates. The Company uses certain non-GAAP financial measures as performance measures for components of executive compensation. 27
reworded Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
FY 2026 Q3 10-Q Removed
Table of Contents MACY'S, INC. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations For purposes of the following discussion, all references to "second quarter of 2025" and "second quarter of 2024" are to the Company's 13-week fiscal periods ended August 2, 2025 and August 3, 2024, respectively. References to the "first half of 2025" or "2025" and the "first half of 2024" or "2024" are to the Company's 26-week fiscal periods ended August 2, 2025 and August 3, 2024, respectively. The following discussion should be read in conjunction with the Consolidated Financial Statements and the related notes included elsewhere in this report, as well as the financial and other information included in the 2024 10-K. The following discussion contains forward-looking statements that reflect the Company's plans, estimates and beliefs. The Company's actual results could materially differ from those discussed in these forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those discussed below and elsewhere in this report (particularly in "Risk Factors" and in "Forward-Looking Statements") and in the 2024 10-K (particularly in "Risk Factors" and in "Forward-Looking Statements"). This discussion includes Non-GAAP financial measures. For information about these measures, see the disclosure under the caption "Important Information Regarding Non-GAAP Financial Measures".
FY 2026 Q4 10-Q Added
Table of Contents MACY'S, INC. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations For purposes of the following discussion, all references to "third quarter of 2025" and "third quarter of 2024" are to the Company's 13-week fiscal periods ended November 1, 2025 and November 2, 2024, respectively. References to "2025" and "2024" are to the Company's 39-week fiscal periods ended November 1, 2025 and November 2, 2024, respectively. The following discussion should be read in conjunction with the Consolidated Financial Statements and the related notes included elsewhere in this report, as well as the financial and other information included in the 2024 10-K. The following discussion contains forward-looking statements that reflect the Company's plans, estimates and beliefs. The Company's actual results could materially differ from those discussed in these forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those discussed below and elsewhere in this report (particularly in "Risk Factors" and in "Forward-Looking Statements") and in the 2024 10-K (particularly in "Risk Factors" and in "Forward-Looking Statements"). This discussion includes Non-GAAP financial measures. For information about these measures, see the disclosure under the caption "Important Information Regarding Non-GAAP Financial Measures".
reworded Other revenue200 4.2 %161 3.4 %
FY 2026 Q3 10-Q Removed
Amount% to Net Sales% to Total RevenueAmount% to Net Sales% to Total Revenue (dollars in millions, except per share figures) Net sales$4,812 $4,937 Other revenue187 3.9 %159 3.2 %
FY 2026 Q4 10-Q Added
Amount% to Net Sales% to Total RevenueAmount% to Net Sales% to Total Revenue (dollars in millions, except per share figures) Net sales$4,713 $4,742 Other revenue200 4.2 %161 3.4 %
reworded Supplemental Non-GAAP Financial Measures
FY 2026 Q3 10-Q Removed
Supplemental Financial Measures Gross margin $1,912 39.7 %$1,999 40.5 % Increase (decrease) in comparable sales on an owned basis0.8 %(4.0)% Supplemental Non-GAAP Financial Measures
FY 2026 Q4 10-Q Added
Supplemental Financial Measures Gross margin $1,858 39.4 %$1,878 39.6 % Increase (decrease) in comparable sales on an owned basis2.5 %(2.4)% Supplemental Non-GAAP Financial Measures
reworded Core adjusted EBITDA$273 $207
FY 2026 Q3 10-Q Removed
Increase (decrease) in comparable sales on an O+L+M basis1.9 %(3.3)% Adjusted diluted earnings per share$0.41 $0.53 Adjusted EBITDA$393 $438 Core adjusted EBITDA$377 $402 See pages 26 to 28 for reconciliations of the supplemental non-GAAP financial measures to their most comparable GAAP financial measure and for other important information.
FY 2026 Q4 10-Q Added
Increase (decrease) in comparable sales on an O+L+M basis3.2 %(1.3)% Adjusted diluted earnings per share$0.09 $0.04 Adjusted EBITDA$285 $273 Core adjusted EBITDA$273 $207 See pages 27 to 30 for reconciliations of the supplemental non-GAAP financial measures to their most comparable GAAP financial measure and for other important information.
reworded Increase (decrease) in comparable sales on an O+L+M basis3.2 %(1.3)% The underlying sales performance showed a material improvement in the third quarter, with net sales growing 2.9% excluding store closures compared to 0.9% growth in the second quarter; additionally, the narrative detailing Macy's performance shifted from highlighting specific strong categories (e.g., women's contemporary) to noting sequential improvement across all lines of business while identifying softer active categories.
FY 2026 Q3 10-Q Removed
Second Quarter of 2025Second Quarter of 2024 Net sales$4,812 $4,937 Increase (decrease) in comparable sales on an owned basis0.8 %(4.0)% Increase (decrease) in comparable sales on an O+L+M basis1.9 %(3.3)% Net sales for the second quarter of 2025 decreased $125 million, or 2.5%, compared to the second quarter of 2024. The decline was mainly due to the closing of 64 non-go-forward locations last year, which contributed to approximately $170 million of the decline in net sales. Excluding the impact of these store closures, net sales grew 0.9%, which was driven by sales growth at Bloomingdale's and Bluemercury. At Macy's, comparable sales of women's contemporary and career, as well as men's tailored clothing, outperformed the second quarter of 2024. In addition, fine jewelry, watches, textiles and mattresses continued to experience strong demand. 20
FY 2026 Q4 10-Q Added
Third Quarter of 2025Third Quarter of 2024 Net sales$4,713 $4,742 Increase (decrease) in comparable sales on an owned basis2.5 %(2.4)% Increase (decrease) in comparable sales on an O+L+M basis3.2 %(1.3)% Net sales for the third quarter of 2025 decreased $29 million, or 0.6%, compared to the third quarter of 2024. The decline was due to the closing of 64 non-go-forward locations last year, which contributed to approximately $160 million of the decline in net sales. Excluding the impact of these store closures, net sales grew 2.9%, which was driven by sales growth at all three nameplates. At Macy's, sequential improvement across all lines of business was realized in the third quarter of 2025, with fine jewelry and watches, handbags, men's career, and ready-to wear, outperforming the total Macy's comparable store sales, while active categories were softer compared to the third quarter of 2024. 21
reworded Macy's Media Network, net42 0.9 %41 0.9 %
FY 2026 Q3 10-Q Removed
MACY'S, INC. Second Quarter of 2025Second Quarter of 2024 $% to Net Sales$% to Net Sales Credit card revenues, net$153 3.2 %$125 2.5 % Macy's Media Network, net34 0.7 %34 0.7 %
FY 2026 Q4 10-Q Added
MACY'S, INC. Third Quarter of 2025Third Quarter of 2024 $% to Net Sales$% to Net Sales Credit card revenues, net$158 3.4 %$120 2.5 % Macy's Media Network, net42 0.9 %41 0.9 %
reworded As a percent to total revenue41.2 %42.1 % In the third quarter of 2025, SG&A expenses as a percent to total revenue decreased due to revenue growth and increased expense control, which contrasts with prior periods where the increase in this percentage was attributed to a decline in net sales.
FY 2026 Q3 10-Q Removed
Second Quarter of 2025Second Quarter of 2024 SG&A expenses$(1,944)$(1,973) As a percent to total revenue38.9 %38.7 % Selling, general and administrative ("SG&A") expenses decreased $29 million, or 1.5%, in the second quarter of 2025 compared to the second quarter of 2024. During the second quarter of 2025, the Company continued to invest in its go-forward business, including Reimagine 125 locations and Bloomingdale's. These investments were offset by the net impact of the benefit from closed Macy's locations and ongoing cost containment efforts. The increase in SG&A expenses as a percent to total revenue in the second quarter of 2025 was primarily due to a decline in net sales compared to the second quarter of 2024.
FY 2026 Q4 10-Q Added
Third Quarter of 2025Third Quarter of 2024 SG&A expenses$(2,024)$(2,064) As a percent to total revenue41.2 %42.1 % Selling, general and administrative ("SG&A") expenses decreased $40 million, or 1.9%, in the third quarter of 2025 compared to the third quarter of 2024. During the third quarter of 2025, the Company continued to invest in its go-forward business, including Reimagine 125 locations and Bloomingdale's. These investments were offset by the net impact of the benefit from closed Macy's locations and ongoing cost containment efforts. SG&A expenses as a percent to total revenue decreased 90 basis points in the third quarter of 2025, which was primarily due to revenue growth and increased expense control compared to the third quarter of 2024.
reworded Net interest expense$(25)$(32)
FY 2026 Q3 10-Q Removed
Second Quarter of 2025Second Quarter of 2024 Net interest expense$(25)$(31) The decrease in net interest expense, excluding loss on extinguishment of debt, in the second quarter of 2025 compared to the second quarter of 2024 was primarily driven by a decrease in interest expense as a result of the debt transactions that occurred in fiscal 2024 and 2025.
FY 2026 Q4 10-Q Added
Third Quarter of 2025Third Quarter of 2024 Net interest expense$(25)$(32) The decrease in net interest expense, excluding loss on extinguishment of debt, in the third quarter of 2025 compared to the third quarter of 2024 was primarily driven by a decrease in interest expense as a result of the debt transactions that occurred in fiscal 2024 and in the second quarter of 2025.
reworded Amount% to Net Sales% to Total RevenueAmount% to Net Sales% to Total Revenue
FY 2026 Q3 10-Q Removed
MACY'S, INC. Comparison of the 26 Weeks Ended August 2, 2025 and August 3, 2024 26 Weeks Ended August 2, 202526 Weeks Ended August 3, 2024 Amount% to Net Sales% to Total RevenueAmount% to Net Sales% to Total Revenue
FY 2026 Q4 10-Q Added
MACY'S, INC. Comparison of the 39 Weeks Ended November 1, 2025 and November 2, 2024 39 Weeks Ended November 1, 202539 Weeks Ended November 2, 2024 Amount% to Net Sales% to Total RevenueAmount% to Net Sales% to Total Revenue
reworded Increase (decrease) in comparable sales on an O+L+M basis1.3 %(1.6)%
FY 2026 Q3 10-Q Removed
Decrease in comparable sales on an owned basis(0.6)%(2.6)% Supplemental Non-GAAP Financial Measures Increase (decrease) in comparable sales on an O+L+M basis0.3 %(1.8)%
FY 2026 Q4 10-Q Added
Increase (decrease) in comparable sales on an owned basis0.4 %(2.5)% Supplemental Non-GAAP Financial Measures Increase (decrease) in comparable sales on an O+L+M basis1.3 %(1.6)%
reworded Other revenue$580 4.1 %$474 3.3 %
FY 2026 Q3 10-Q Removed
20252024 $% to Net Sales$% to Net Sales Credit card revenues, net$306 3.2 %$242 2.5 % Macy's Media Network, net74 0.8 %71 0.7 % Other revenue$380 4.0 %$313 3.2 % The increase in other revenues included a $64 million increase in credit card revenues primarily due to higher profit share, reflecting both a strong credit portfolio and continued active management of credit card losses. Macy's Media Network grew $3 million, or 4%, compared to 2024, driven by growth in advertiser spend. 22
FY 2026 Q4 10-Q Added
MACY'S, INC. 20252024 $% to Net Sales$% to Net Sales Credit card revenues, net$464 3.3 %$362 2.5 % Macy's Media Network, net116 0.8 %112 0.8 % Other revenue$580 4.1 %$474 3.3 % The increase in other revenues included a $102 million increase in credit card revenues primarily due to higher profit share, reflecting both a strong credit portfolio and continued active management of net credit card loss. Macy's Media Network grew $4 million, or 4%, compared to 2024, driven by growth in advertiser spend.
reworded Net cash used by financing activities(683)(234)
FY 2026 Q3 10-Q Removed
20252024 Net cash provided by operating activities$255 $137 Net cash used by investing activities(262)(373) Net cash used by financing activities(471)(152)
FY 2026 Q4 10-Q Added
20252024 Net cash provided (used) by operating activities$247 $(30) Net cash used by investing activities(425)(455) Net cash used by financing activities(683)(234)
reworded Operating Activities
FY 2026 Q3 10-Q Removed
Operating Activities The net cash provided by operating activities in the current year versus the prior year was primarily driven by decreased working capital requirements as a result of the implementation of our Bold New Chapter strategy as well as a decrease in cash taxes paid, net refunds received.
FY 2026 Q4 10-Q Added
Operating Activities The net cash provided by operating activities in the current year versus cash used by operating activities in the prior year was primarily driven by decreased working capital requirements as a result of the implementation of our Bold New Chapter strategy as well as a decrease in cash taxes paid, net of refunds received.
reworded The Company paid dividends totaling $149 million and $144 million in 2025 and 2024, respectively.
FY 2026 Q3 10-Q Removed
Financing Activities Dividends The Company paid dividends totaling $100 million and $96 million in 2025 and 2024, respectively. On August 22, 2025, the Company announced that its Board of Directors declared a regular quarterly dividend of 18.24 cents per share on its common stock, which will be paid on October 1, 2025, to shareholders of record at the close of business on September 15, 2025. Subsequent dividends will be subject to approval of the Board of Directors, which will depend on market and other conditions.
FY 2026 Q4 10-Q Added
Financing Activities Dividends The Company paid dividends totaling $149 million and $144 million in 2025 and 2024, respectively. On October 24, 2025, the Company announced that its Board of Directors declared a regular quarterly dividend of 18.24 cents per share on its common stock, which will be paid on January 2, 2026, to shareholders of record at the close of business on December 15, 2025. Subsequent dividends will be subject to approval of the Board of Directors, which will depend on market and other conditions.
reworded Stock Repurchases
FY 2026 Q3 10-Q Removed
Stock Repurchases On February 22, 2022, the Board of Directors authorized a $2,000 million share repurchase program, which does not have an expiration date. During the first half of 2025, the Company repurchased approximately 12.6 million shares of its common stock at an average cost of $11.96 per share on the open market under its share repurchase program. The Company did not repurchase any shares of its common stock during the first half of 2024. As of August 2, 2025, $1,224 million remained available under the authorization. Repurchases may be made from time to time in the open market or through privately negotiated transactions in accordance with applicable securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, on terms determined by the Company.
FY 2026 Q4 10-Q Added
Stock Repurchases On February 22, 2022, the Board of Directors authorized a $2,000 million share repurchase program, which does not have an expiration date. During 2025, the Company repurchased approximately 15.4 million shares of its common stock at an average cost of $13.05 per share on the open market under its share repurchase program. The Company did not repurchase any shares of its common stock during 2024. As of November 1, 2025, $1,174 million remained available under the authorization. Repurchases may be made from time to time in the open market or through privately negotiated transactions in accordance with applicable securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, on terms determined by the Company. 25
reworded MACY'S, INC.
FY 2026 Q3 10-Q Removed
MACY'S, INC. Comparable sales highlights for the second quarter of 2025 versus the second quarter of 2024 related to components of A Bold New Chapter strategy are as follows:
FY 2026 Q4 10-Q Added
MACY'S, INC. Comparable sales highlights for the third quarter of 2025 versus the third quarter of 2024 related to components of A Bold New Chapter strategy are as follows:
reworded Guarantor Summarized Financial Information
FY 2026 Q3 10-Q Removed
Guarantor Summarized Financial Information The Company had $1,941 million aggregate principal amount of senior unsecured notes and senior unsecured debentures (collectively the "Unsecured Notes") outstanding as of both August 2, 2025 and February 1, 2025 with maturities ranging from 2027 to 2043. The Unsecured Notes constitute debt obligations of Macy's Retail Holdings, LLC ("MRH" or "Subsidiary Issuer"), a 100%-owned subsidiary of Macy's, Inc. ("Parent" and together with the "Subsidiary Issuer," the "Obligor Group"), and are fully and unconditionally guaranteed on a senior unsecured basis by Parent. The Unsecured Notes rank equally in right of payment with all of the Company's existing and future senior unsecured obligations, senior to any of the Company's future subordinated indebtedness, and are structurally subordinated to all existing and future obligations of each of the Company's subsidiaries that do not guarantee the Unsecured Notes. Holders of the Company's secured indebtedness, including any borrowings under the ABL Credit Facility, will have a priority claim on the assets that secure such secured indebtedness; therefore, the Unsecured Notes and the related guarantees are effectively subordinated to all of the Subsidiary Issuer's and Parent and their subsidiaries' existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The following tables include combined financial information of the Obligor Group. Investments in subsidiaries of $10,166 million and $9,905 million as of August 2, 2025 and February 1, 2025, respectively, have been excluded from the Summarized Balance Sheets. Equity in earnings of non-Guarantor subsidiaries of $402 million and $761 million for the 13 and 26 weeks ended August 2, 2025 have been excluded from the Summarized Statement of Operations. The combined financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions within the Obligor Group eliminated.
FY 2026 Q4 10-Q Added
Guarantor Summarized Financial Information The Company had $1,941 million aggregate principal amount of senior unsecured notes and senior unsecured debentures (collectively the "Unsecured Notes") outstanding as of both November 1, 2025 and February 1, 2025 with maturities ranging from 2027 to 2043. The Unsecured Notes constitute debt obligations of Macy's Retail Holdings, LLC ("MRH" or "Subsidiary Issuer"), a 100%-owned subsidiary of Macy's, Inc. ("Parent" and together with the "Subsidiary Issuer," the "Obligor Group"), and are fully and unconditionally guaranteed on a senior unsecured basis by Parent. The Unsecured Notes rank equally in right of payment with all of the Company's existing and future senior unsecured obligations, senior to any of the Company's future subordinated indebtedness, and are structurally subordinated to all existing and future obligations of each of the Company's subsidiaries that do not guarantee the Unsecured Notes. Holders of the Company's secured indebtedness, including any borrowings under the ABL Credit Facility, will have a priority claim on the assets that secure such secured indebtedness; therefore, the Unsecured Notes and the related guarantees are effectively subordinated to all of the Subsidiary Issuer's and Parent and their subsidiaries' existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The following tables include combined financial information of the Obligor Group. Investments in subsidiaries of $10,374 million and $9,905 million as of November 1, 2025 and February 1, 2025, respectively, have been excluded from the Summarized Balance Sheets. Equity in earnings of non-Guarantor subsidiaries of $321 million and $1,082 million for the 13 and 39 weeks ended November 1, 2025 have been excluded from the Summarized Statement of Operations. The combined financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions within the Obligor Group eliminated. 26
reworded (a)Includes net amounts due to non-Guarantor subsidiaries of $2 million and $1 million as of November 1, 2025 and February 1, 2025, respectively.
FY 2026 Q3 10-Q Removed
Current Liabilities$1,450 $1,744 Noncurrent Liabilities (a)6,995 6,493 (a)Includes net amounts due to non-Guarantor subsidiaries of $2 million and $1 million as of August 2, 2025 and February 1, 2025, respectively.
FY 2026 Q4 10-Q Added
LIABILITIES Current Liabilities$1,606 $1,744 Noncurrent Liabilities (a)7,243 6,493 (a)Includes net amounts due to non-Guarantor subsidiaries of $2 million and $1 million as of November 1, 2025 and February 1, 2025, respectively.
reworded Consignment commission income (a)725 2,178
FY 2026 Q3 10-Q Removed
Summarized Statement of Operations 13 Weeks Ended August 2, 202526 Weeks Ended August 2, 2025 (in millions) Net sales$201 $372 Consignment commission income (a)752 1,453
FY 2026 Q4 10-Q Added
Summarized Statement of Operations 13 Weeks Ended November 1, 202539 Weeks Ended November 1, 2025 (in millions) Net sales$165 $537 Consignment commission income (a)725 2,178
reworded (a)Income pertains to transactions with ABL Borrower, a non-Guarantor subsidiary.
FY 2026 Q3 10-Q Removed
Other revenue30 63 Cost of sales(67)(154) Operating loss(352)(713) Loss before income taxes (b)(271)(322) Net loss(165)(117) (a)Income pertains to transactions with ABL Borrower, a non-Guarantor subsidiary.
FY 2026 Q4 10-Q Added
Other revenue40 103 Cost of sales(49)(203) Operating loss(360)(1,073) Loss before income taxes (b)(319)(641) Net loss(197)(314) (a)Income pertains to transactions with ABL Borrower, a non-Guarantor subsidiary.
reworded Impact of departments licensed to third parties and marketplace sales (Note 2)0.7%0.6%
FY 2026 Q3 10-Q Removed
13 Weeks Ended August 2, 2025 Macy's, Inc.Macy's Increase in comparable sales on an owned basis (Note 1)0.8%0.4% Impact of departments licensed to third parties and marketplace sales (Note 2)1.1%0.8%
FY 2026 Q4 10-Q Added
13 Weeks Ended November 1, 2025 Macy's, Inc.Macy's Increase in comparable sales on an owned basis (Note 1)2.5%1.4% Impact of departments licensed to third parties and marketplace sales (Note 2)0.7%0.6%
reworded Decrease in comparable sales on an owned basis (Note 1)(2.4%)(2.5%)
FY 2026 Q3 10-Q Removed
Increase in comparable sales on an O+L+M basis0.3% 13 Weeks Ended August 3, 2024 26 Weeks Ended August 3, 2024 Macy's, Inc. Decrease in comparable sales on an owned basis (Note 1)(4.0%)(2.6%)
FY 2026 Q4 10-Q Added
Increase in comparable sales on an O+L+M basis1.3% 28 MACY'S, INC. 13 Weeks Ended November 2, 2024 39 Weeks Ended November 2, 2024 Macy's, Inc. Decrease in comparable sales on an owned basis (Note 1)(2.4%)(2.5%)
reworded Notes:
FY 2026 Q3 10-Q Removed
Impact of departments licensed to third parties and marketplace sales (Note 2)0.7%0.8% Decrease in comparable sales on an O+L+M basis(3.3%)(1.8%) Notes: (1)Represents the period-to-period percentage change in net sales from stores in operation for one full fiscal year for the 13 and 26 weeks ended August 2, 2025 and August 3, 2024. Such calculation includes all digital sales and excludes commissions from departments licensed to third parties and marketplace. Stores impacted by a natural disaster or undergoing significant expansion or shrinkage remain in the comparable sales calculation unless the store, or material portion of the store, is closed for a significant period of time. Definitions and calculations of comparable sales may differ among companies in the retail industry. (2)Represents the impact of including the sales of departments licensed to third parties occurring in stores in operation throughout the year presented and the immediately preceding year and all online sales, including marketplace sales, in the calculation of comparable sales. Macy's and Bloomingdale's license third parties to operate certain departments in their stores and online, including Macy's and Bloomingdale's digital Marketplace, and receive commissions from these third parties based on a percentage of their net sales, while Bluemercury does not participate in licensed or marketplace businesses. In its financial statements prepared in conformity with GAAP, the Company includes these commissions (rather than sales of the departments licensed to third parties and marketplace) in its net sales. The Company does not, however, include any amounts in respect of licensed department or marketplace sales (or any commissions earned on such sales) in its comparable sales in accordance with GAAP (i.e., on an owned basis). The amounts of commissions earned on sales of departments licensed to third parties and from the digital marketplace are not material to its net sales for the periods presented. 27
FY 2026 Q4 10-Q Added
Impact of departments licensed to third parties and marketplace sales (Note 2)1.1%0.9% Decrease in comparable sales on an O+L+M basis(1.3%)(1.6%) Notes: (1)Represents the period-to-period percentage change in net sales from stores in operation for one full fiscal year for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024. Such calculation includes all digital sales and excludes commissions from departments licensed to third parties and marketplace. Stores impacted by a natural disaster or undergoing significant expansion or shrinkage remain in the comparable sales calculation unless the store, or material portion of the store, is closed for a significant period of time. Definitions and calculations of comparable sales may differ among companies in the retail industry. (2)Represents the impact of including the sales of departments licensed to third parties occurring in stores in operation throughout the year presented and the immediately preceding year and all online sales, including marketplace sales, in the calculation of comparable sales. Macy's and Bloomingdale's license third parties to operate certain departments in their stores and online, including Macy's and Bloomingdale's digital Marketplace, and receive commissions from these third parties based on a percentage of their net sales, while Bluemercury does not participate in licensed or marketplace businesses. In its financial statements prepared in conformity with GAAP, the Company includes these commissions (rather than sales of the departments licensed to third parties and marketplace) in its net sales. The Company does not, however, include any amounts in respect of licensed department or marketplace sales (or any commissions earned on such sales) in its comparable sales in accordance with GAAP (i.e., on an owned basis). The amounts of commissions earned on sales of departments licensed to third parties and from the digital marketplace are not material to its net sales for the periods presented. 29
reworded Depreciation and amortization235 228 672 657
FY 2026 Q3 10-Q Removed
Interest expense - net25 31 51 62 Loss on extinguishment of debt13 - 17 - Federal, state and local income tax expense28 45 58 80 Depreciation and amortization218 213 437 429
FY 2026 Q4 10-Q Added
Interest expense - net25 32 77 94 Loss on extinguishment of debt16 1 33 1 Federal, state and local income tax (benefit) expense(6)7 52 87 Depreciation and amortization235 228 672 657
reworded •The Company's nameplate highlights include:
FY 2026 Q3 10-Q Removed
•Company's nameplate highlights include: ◦Macy's comparable sales were up 0.4% on an owned basis and were up 1.2% on an O+L+M basis. Macy's go-forward business comparable sales, inclusive of Macy's go-forward locations and digital, were up 0.7% on an owned basis and up 1.5% on an O+L+M basis. •Reimagine 125 locations comparable sales, included within Macy's go-forward business comparable sales, were up 1.1% on an owned basis and up 1.4% on an O+L+M basis.
FY 2026 Q4 10-Q Added
•The Company's nameplate highlights include: ◦Macy's comparable sales were up 1.4% on an owned basis and were up 2.0% on an O+L+M basis. Macy's go-forward business comparable sales, inclusive of Macy's go-forward locations and digital, were up 1.7% on an owned basis and up 2.3% on an O+L+M basis. •Reimagine 125 locations comparable sales, included within Macy's go-forward business comparable sales, were up 2.3% on an owned basis and up 2.7% on an owned plus licensed basis.
reworded Adjusted Net Income and Adjusted Diluted Earnings Per Share
FY 2026 Q3 10-Q Removed
Core adjusted EBITDA$377 $402 $685 $765 Adjusted Net Income and Adjusted Diluted Earnings Per Share The following is a tabular reconciliation of the non-GAAP financial measures adjusted net income to GAAP net income and adjusted diluted earnings per share to GAAP diluted earnings per share, which the Company believes to be the most directly comparable GAAP measures.
FY 2026 Q4 10-Q Added
Core adjusted EBITDA$273 $207 $958 $971 Adjusted Net Income and Adjusted Diluted Earnings Per Share The following is a tabular reconciliation of the non-GAAP financial measures adjusted net income to GAAP net income and adjusted diluted earnings per share to GAAP diluted earnings per share, which the Company believes to be the most directly comparable GAAP measures.
reworded (millions, except per share figures)
FY 2026 Q3 10-Q Removed
13 Weeks Ended August 2, 202513 Weeks Ended August 3, 2024 Net Income DilutedEarningsPer ShareNet IncomeDilutedEarningsPer Share (millions, except per share figures)
FY 2026 Q4 10-Q Added
13 Weeks Ended November 1, 202513 Weeks Ended November 2, 2024 Net Income DilutedEarningsPer ShareNet IncomeDilutedEarningsPer Share (millions, except per share figures)
reworded Net IncomeDilutedEarningsPer ShareNet IncomeDilutedEarningsPer Share
FY 2026 Q3 10-Q Removed
As adjusted to exclude certain items above$113 $0.41 $149 $0.53 26 Weeks Ended August 2, 202526 Weeks Ended August 3, 20241 Net IncomeDilutedEarningsPer ShareNet IncomeDilutedEarningsPer Share
FY 2026 Q4 10-Q Added
As adjusted to exclude certain items above$26 $0.09 $11 $0.04 39 Weeks Ended November 1, 202539 Weeks Ended November 2, 20241 Net IncomeDilutedEarningsPer ShareNet IncomeDilutedEarningsPer Share
reworded Loss on extinguishment of debt33 0.12 1 -
FY 2026 Q3 10-Q Removed
(millions, except per share figures) As reported$124 $0.44 $212 $0.75 Impairment, restructuring and other costs30 0.11 19 0.07 Loss on extinguishment of debt17 0.06 - -
FY 2026 Q4 10-Q Added
(millions, except per share figures) As reported$135 $0.48 $240 $0.85 Impairment, restructuring and other costs (benefits)33 0.12 (5)(0.01) Loss on extinguishment of debt33 0.12 1 -
reworded As adjusted to exclude certain items above$185 $0.66 $237 $0.84
FY 2026 Q3 10-Q Removed
Income tax impact of certain items noted above(12)(0.04)(5)(0.02) As adjusted to exclude certain items above$159 $0.57 $226 $0.80
FY 2026 Q4 10-Q Added
Income tax impact of certain items noted above(16)(0.06)1 - As adjusted to exclude certain items above$185 $0.66 $237 $0.84
reworded Third Quarter of 2025Third Quarter of 2024
FY 2026 Q3 10-Q Removed
MACY'S, INC. Results of Operations Comparison of the Second Quarter of 2025 and the Second Quarter of 2024 Second Quarter of 2025Second Quarter of 2024
FY 2026 Q4 10-Q Added
MACY'S, INC. Results of Operations Comparison of the Third Quarter of 2025 and the Third Quarter of 2024 Third Quarter of 2025Third Quarter of 2024
Risk Factors
reworded Item 1A. Risk Factors. The prior filing indicated that one specific risk factor was revised, while the current filing states there have been no material changes to the Risk Factors and expands the scope of this statement to include Part II, Item 1A. "Risk Factors" in the Form 10-Q for the quarter ended August 2, 2025.
FY 2026 Q3 10-Q Removed
Item 1A. Risk Factors. Except as set forth below, there have been no material changes to the Risk Factors described in Part I, Item 1A."Risk Factors" in the Company's 2024 Form 10-K. The risk factor below is revised to read as follows:
FY 2026 Q4 10-Q Added
Item 1A. Risk Factors. There have been no material changes to the Risk Factors described in Part I, Item 1A."Risk Factors" in the Company's 2024 Form 10-K and in Part II, Item 1A."Risk Factors" in the Company's Form 10-Q for the quarter ended August 2, 2025.