10q10k10q10k.net

What changed in Macy's, Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Macy's, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+212 added−238 removedSource: 10-K (2025-03-21) vs 10-K (2024-03-22)

Top changes in Macy's, Inc.'s 2025 10-K

212 paragraphs added · 238 removed · 154 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

26 edited+6 added−23 removed14 unchanged
Biggest changeThe Company's workplace is rooted in equity and guided by its social purpose, called Mission Every One , to create a brighter future with bold representation for all. 4 Table of Contents The Company gathers colleague feedback at key times throughout the colleague lifecycle from onboarding to offboarding and provides regular venues for colleagues to ask questions and share their opinions, such as Ask Me Anything sessions, town halls and colleague resource groups.
Biggest changeThe Company gathers colleague feedback at key times throughout the colleague lifecycle from onboarding to offboarding and provides regular venues for colleagues to ask questions and share their opinions, such as Ask Me Anything sessions, town halls and colleague resource groups. The Company formally solicits feedback from all colleagues through a company-wide Culture Pulse Survey.
Government Regulation We are subject to extensive and varied laws and regulations in the jurisdictions in which we operate in connection with both our core business operations and our credit card and other ancillary operations, including those relating to anti-bribery, customs, child labor, truth-in-advertising, consumer protection, zoning, occupancy, anti‑corruption and trade, anti-money laundering, import and export compliance, antitrust, data privacy and data protection, employment, workplace safety, public health and safety, environmental compliance, intellectual property, transportation, and fire codes.
Government Regulation We are subject to extensive and varied laws and regulations in the jurisdictions in which we operate in connection with both our core business operations and our credit card and other ancillary operations, including those relating to anti-bribery, customs, child labor, truth-in-advertising, consumer protection, zoning, occupancy, anti‑corruption and trade, anti-money laundering, import and export compliance, climate, antitrust, data privacy and data protection, employment, workplace safety, public health and safety, environmental compliance, intellectual property, transportation, and fire codes.
Mitchell served as Chief Operating Officer of the Company starting in March 2023 and has been Chief Financial Officer of the Company since 2020; prior thereto he served as a Managing Director and Partner in the Digital BCG and Consumer Practices of Boston Consulting Group, a global management consulting firm, from 2017 to 2020, Chief Executive Officer of Arhaus LLC, a retail chain that designs and sells home furnishings, from 2016 to 2017, in various executive positions at Crate and Barrel Holdings, Inc. from 2010 to 2015 including interim CEO, Chief Operating & Chief Financial Officer and Chief Financial Officer, and in management positions at Target Corporation from 2007 to 2010 including Director of Strategy & Interactive Design for target.com and Director of Innovation & Productivity leading company-wide projects for Target Corporation.
Mitchell has served as Chief Operating Officer of the Company since 2023 and has been Chief Financial Officer of the Company since 2020; prior thereto he served as a Managing Director and Partner in the Digital BCG and Consumer Practices of Boston Consulting Group, a global management consulting firm, from 2017 to 2020, Chief Executive Officer of Arhaus LLC, a retail chain that designs and sells home furnishings, from 2016 to 2017, in various executive positions at Crate and Barrel Holdings, Inc. from 2010 to 2015 including interim CEO, Chief Operating & Chief Financial Officer and Chief Financial Officer, and in management positions at Target Corporation from 2007 to 2010 including Director of Strategy & Interactive Design for target.com and Director of Innovation & Productivity leading company-wide projects for Target Corporation.
In 2023, the Company's subsidiaries provided various support functions to the Company's retail operations on an integrated, company-wide basis. • The Company's wholly-owned bank subsidiary, FDS Bank, provides certain collections, customer service and credit marketing services in respect of all credit card accounts that are owned either by Citibank, N.A. or FDS Bank and that constitute a part of the credit programs of the Company's retail operations. • Macy's Systems and Technology, Inc., a wholly-owned indirect subsidiary of the Company, provides operational electronic data processing and management information services to all of the Company's operations other than Bluemercury. • Macy's Merchandising Group, Inc.
In 2024, the Company's subsidiaries provided various support functions to the Company's retail operations on an integrated, company-wide basis. • The Company's wholly-owned bank subsidiary, FDS Bank, provides certain collections, customer service and credit marketing services in respect of all credit card accounts that are owned either by Citibank, N.A. or FDS Bank and that constitute a part of the credit programs of the Company's retail operations. • Macy's Systems and Technology, Inc., a wholly-owned indirect subsidiary of the Company, provides operational electronic data processing and management information services to all of the Company's operations other than Bluemercury. • Macy's Merchandising Group, Inc.
Working capital requirements fluctuate during the year, increasing in mid-summer in anticipation of the fall merchandising season and increasing substantially prior to the months of November and December when the Company carries significantly higher inventory levels. Purchasing The Company purchases merchandise from many suppliers, none of which accounted for more than 5% of the Company's purchases during 2023.
Working capital requirements fluctuate during the year, increasing in mid-summer in anticipation of the fall merchandising season and increasing substantially prior to the months of November and December when the Company carries significantly higher inventory levels. Purchasing The Company purchases merchandise from many suppliers, none of which accounted for more than 5% of the Company's purchases during 2024.
This includes transparency, product responsibility and supply chain and energy management. Macy's, Inc. is guided in its actions and reporting by its stakeholders and by third-party frameworks, including Sustainability Accounting Standards Board's multiline and specialty retailers and distributors standard and the Task Force on Climate-Related Financial Disclosures.
This includes transparency, product responsibility and supply chain and energy management. Macy's, Inc. is guided in its actions and reporting by its stakeholders and by third-party frameworks, including Sustainability Accounting Standards Board Multiline and Specialty Retailers & Distributors standard and the Task Force on Climate-related Financial Disclosures.
Paul Griscom has been Senior Vice President and Controller of the Company since 2020; prior thereto he served as Vice President and interim Principal Accounting Officer in 2020, Vice President, Financial Reporting and Accounting Services from 2019 to 2020, Vice President, Financial Reporting from 2017 to 2019, Director of Financial Reporting from 2016 to 2017, Director, Training & Products, GAAP Dynamics from 2012 to 2016 and held various positions at KPMG LLP from 2000 to 2012. 7 Table of Contents
Paul Griscom has served as Senior Vice President and Controller of the Company since 2020; prior thereto he served as Vice President and interim Principal Accounting Officer in 2020, Vice President, Financial Reporting and Accounting Services from 2019 to 2020, Vice President, Financial Reporting from 2017 to 2019, Director of Financial Reporting from 2016 to 2017, Director, Training & Products, GAAP Dynamics from 2012 to 2016 and held various positions at KPMG LLP from 2000 to 2012. 6 Table of Contents
The guiding principles of the Company's ESG strategy are: • managing the environmental impact of its business; • promoting positive social impact; and • implementing strong governance practices that hold Macy's, Inc. accountable. The Company proactively engages with its stakeholders on ESG issues that span the breadth of its operations.
The guiding principles of the Company's corporate responsibility strategy are: • managing the environmental impact of its business; • promoting positive social impact; and • implementing strong governance practices that hold Macy's, Inc. accountable. The Company proactively engages with its stakeholders on corporate responsibility issues that span the breadth of its operations.
Item 1. Business. General The Company is a corporation organized under the laws of the State of Delaware in 1985. The Company and its predecessors have been operating department stores since 1830. As of February 3, 2024, the Company operated 718 store locations in 43 states, the District of Columbia, Puerto Rico and Guam.
Item 1. Business. General The Company is a corporation organized under the laws of the State of Delaware in 1985. The Company and its predecessors have been operating department stores since 1830. As of February 1, 2025, the Company operated 680 store locations in 43 states, the District of Columbia, Puerto Rico and Guam.
People leaders and salaried colleagues have access to on-demand Compensation Education webinars to learn how pay is determined and to deep dive into our incentive programs. Number of Employees As of February 3, 2024 Macy's, Inc. had approximately 85,581 full-time and part-time U.S. employees, on a combined basis.
People leaders and salaried colleagues have access to on-demand Compensation Education webinars to learn how pay is determined and to deep dive into our incentive programs. Number of Employees As of February 1, 2025 Macy's, Inc. had approximately 94,189 full-time and part-time U.S. employees, on a combined basis.
Prior thereto he served as President and Chief Executive Officer-Elect of the Company from 2023 to 2024, Executive Vice President of the Company from 2021 to 2023 and Chairman and Chief Executive Officer of Bloomingdale's from 2014 to 2023, President and Chief Operating Officer of Bloomingdale's from 2008 to 2014, Executive Vice President of Bloomingdale's from 2004 to 2008, Executive Vice President of Marketing at Bloomingdale's from 1998 to 2004 and held various other roles within the Bloomingdale's organization from 1987 to 1998 where he assumed positions of increasing responsibility in the home furnishings area before being promoted to Senior Vice President for home furnishings.
He previously held the role of President of Macy's, Inc. from 2023 to 2024, Executive Vice President of the Company from 2021 to 2023 and Chairman and Chief Executive Officer of Bloomingdale's from 2014 to 2023, President and Chief Operating Officer of Bloomingdale's from 2008 to 2014, Executive Vice President of Bloomingdale's from 2004 to 2008, Executive Vice President of Marketing at Bloomingdale's from 1998 to 2004 and held various other roles within the Bloomingdale's organization from 1987 to 1998 where he assumed positions of increasing responsibility in the home furnishings area before being promoted to Senior Vice President for home furnishings.
Preston has been Chief Legal Officer and Corporate Secretary of the Company since January 2024; prior thereto she served as Chief Compliance Officer, Chief Legal Officer and Corporate Secretary of HanesBrands Inc., an apparel company, from 2021 to 2023, Chief Compliance Officer, Chief Legal Officer and Corporate Secretary of Neiman Marcus Group, Inc., a retail company, from 2013 to 2021, Executive Vice President, General Counsel and Secretary of Levi Strauss & Co. from 2002 to 2013, Partner at Orrick, Herrington & Sutcliffe LLP, a law firm, from 1997 to 2002, and held various positions at several law firms from 1991 to 1997.
Preston has served as Chief Legal Officer and Corporate Secretary of the Company since 2024; prior thereto she served as Chief Compliance Officer, Chief Legal Officer and Corporate Secretary of HanesBrands Inc., an apparel company, from 2021 to 2023, Chief Compliance Officer, Chief Legal Officer and Corporate Secretary of Neiman Marcus Group, Inc., a retail company, from 2013 to 2021, Chief Compliance Officer, Chief Global Litigation and HR Counsel and Chief Counsel, Global Supply Chain of Levi Strauss & Co. from 2002 to 2013, Partner at Orrick, Herrington & Sutcliffe LLP, a law firm, from 1997 to 2002, and held various positions at several law firms from 1991 to 1997.
The Company considers its relations with its suppliers to be good. 3 Table of Contents Private Label Brands and Related Trademarks The principal private label brands offered by the Company as of February 3, 2024 include Alfani, And Now This, Aqua, Bar III, Belgique, Cerulean 6, Charter Club, Club Room, Epic Threads, Family PJ's, first impressions, Giani Bernini, Holiday Lane, Home Design, Hotel Collection, Hudson Park, Ideology, I-N-C, jenni, JM Collection, lune+aster, M-61, Maison Jules, Morgan Taylor, Oake, On 34th, Sky, Style & Co., Sun + Stone, Sutton Studio, Tasso Elba, The Cellar, Tools of the Trade and Wild Pair.
The Company considers its relations with its suppliers to be good. 3 Table of Contents Private Label Brands and Related Trademarks The principal private label brands offered by the Company as of February 1, 2025 include Alfani, And Now This, Aqua, Bar III, Cerulean 6, Charter Club, Club Room, Epic Threads, first impressions, Giani Bernini, Holiday Lane, Home Design, Hotel Collection, Hudson Park, Ideology, I-N-C, jenni, JM Collection, lune+aster, M-61, Maison Jules, Mode of One, Oake, On 34th, Sky, State of Day, Style & Co., Sun + Stone, The Cellar, Tools of the Trade and Wild Pair.
Macy's and Bloomingdale's workforce, on a combined basis, is comprised of approximately 65% ethnically diverse colleagues (with 30% at the Director+ levels) and 76% female colleagues. Because of the seasonal nature of the retail business, the number of employees peaks during the holiday season. Approximately 8% of employees are represented by unions.
Macy's and Bloomingdale's workforce, on a combined basis, is comprised of approximately 66% ethnically diverse colleagues (with 31% at the Director+ levels) and 73% female colleagues. Because of the seasonal nature of the retail business, the number of employees peaks during the holiday season. Approximately 7% of employees are represented by unions.
Disaggregation of the Company's net sales by family of business for 2023, 2022 and 2021 was as follows: 2023 2022 2021 Women's Accessories, Shoes, Cosmetics and Fragrances $ 9,520 $ 9,597 $ 9,385 Women's Apparel 4,861 5,349 5,174 Men's and Kids' 4,918 5,297 5,247 Home/Other (a) 3,793 4,199 4,654 Total $ 23,092 $ 24,442 $ 24,460 (a) Other primarily includes restaurant sales, allowance for merchandise returns adjustments and breakage income from unredeemed gift cards.
Disaggregation of the Company's net sales by family of business for 2024, 2023 and 2022 was as follows: 2024 2023 2022 Women's Accessories, Shoes, Cosmetics and Fragrances $ 9,333 $ 9,520 $ 9,597 Women's Apparel 4,826 4,861 5,349 Men's and Kids' 4,753 4,918 5,297 Home/Other (a) 3,381 3,793 4,199 Total $ 22,293 $ 23,092 $ 24,442 (a) Other primarily includes restaurant sales, allowance for merchandise returns adjustments and breakage income from unredeemed gift cards.
The Company continues to advance its ESG strategy as it responds to evolving stakeholder expectations.
The Company continues to advance its corporate responsibility strategy as it responds to evolving stakeholder expectations.
People leaders participate annually in leadership development training and have access to robust on-demand development resources. Professional colleagues participate in a 90-day onboarding experience with performance milestones, support resources and role-specific training. Total Rewards Macy's, Inc. offers comprehensive benefits and an awards strategy that is designed to recognize performance and talent development.
People leaders have access to robust on-demand development resources. Professional colleagues participate in a 90-day onboarding experience with performance milestones, support resources and role-specific training. Total Rewards Macy's, Inc. offers comprehensive benefits and an awards strategy that is designed to recognize performance and talent development. Eligible colleagues have varied medical plan options to meet individual needs.
Kirgan has been Executive Vice President and Chief Transformation and Human Resources Officer of the Company since 2020 and Chief Human Resources Officer since 2017; prior thereto she served as Senior Vice President, People at American Airlines Group, Inc. from 2016 to 2017, Chief Human Resources Officer at Darden Restaurants, Inc. from 2015 to 2016 and Senior Vice President from 2010, Vice President, Global Human Resources at ACI Worldwide, Inc. in 2009, and Vice President, Human Resources at Conagra Foods, Inc. from 2004 to 2008.
Kirgan has served as Chief Human Resources Officer since 2017, served as Chief Transformation Officer from 2020 to 2023 and was appointed Chief Corporate Affairs Officer in 2024; prior thereto she served as Senior Vice President, People at American Airlines Group, Inc. from 2016 to 2017, Chief Human Resources Officer at Darden Restaurants, Inc. from 2015 to 2016 and Senior Vice President from 2010, Vice President, Global Human Resources at ACI Worldwide, Inc. in 2009, and Vice President, Human Resources at Conagra Foods, Inc. from 2004 to 2008.
Environmental, Social, and Governance (ESG) The Company's relationships with its customers, colleagues and the communities it serves drive a deep sense of stewardship in how the Company interacts with its stakeholders.
Corporate Responsibility The Company's relationships with its customers, colleagues and the communities it serves drive a deep sense of stewardship in how the Company interacts with its stakeholders.
Compensation is based on job, responsibilities, experience and performance with incentive opportunities that allow colleagues to share in the Company's success. As part of our commitment to pay transparency, all colleagues have access to view their role's pay zone and salary range to ensure colleagues understand their earnings potential. In addition, pay ranges are viewable on all job postings nationwide.
As part of our commitment to pay transparency, all colleagues have access to view their role's pay zone and salary range, ensuring colleagues understand their earnings potential. In addition, pay ranges are viewable on all job postings nationwide.
Human Capital Resources Culture & Engagement At Macy's Inc., we strive to be the preferred employer across our brands through an unwavering passion and commitment to our customers, communities and employees (called colleagues).
Human Capital Resources Culture & Engagement At Macy's Inc., we strive to be the preferred employer across our brands through an unwavering passion and commitment to our customers, communities and employees (called colleagues). The Company's workplace is guided by its social purpose, called Mission Every One , to create a brighter future for all.
Other retailers may compete for customers on some or all of these bases, or on other bases, and may be perceived by some potential customers as being better aligned with their particular preferences.
The Company seeks to attract customers by offering compelling, high-quality products, great prices and trusted service across all channels, including its digital platforms. Other retailers may compete for customers on some or all of these bases, or on other bases, and may be perceived by some potential customers as being better aligned with their particular preferences.
Information about our Executive Officers The following table sets forth certain information as of March 21, 2024 regarding the Executive Officers of the Company: Name Age Position with the Company Tony Spring 59 Chief Executive Officer and Chairman-Elect of the Board of Directors Adrian V. Mitchell 50 Chief Operating Officer and Chief Financial Officer Tracy M.
In 2024 we added 17 new factories to the program for a total of 55 since the program began in 2022. 5 Table of Contents Information about our Executive Officers The following table sets forth certain information as of March 20, 2025 regarding the Executive Officers of the Company: Name Age Position with the Company Tony Spring 60 Chief Executive Officer and Chairman of the Board of Directors Adrian V.
The Company's operations compete with many retail formats on the national and local level, including department stores, specialty stores, general merchandise stores, manufacturers' outlets and websites, off-price and discount stores, online retailers and catalogs, among others. The Company seeks to attract customers by offering compelling, high-quality products, great prices and trusted service across all channels, including its digital platforms.
The trademarks associated with the Company's private label brands are owned by the Company. Competition The retail industry is highly competitive. The Company's operations compete with many retail formats on the national and local level, including department stores, specialty stores, general merchandise stores, manufacturers' outlets and websites, off-price and discount stores, online retailers and catalogs, among others.
Eligible colleagues have varied medical plan options to meet individual needs. The Company provides paid time-off, parental leave and holiday pay, as well as a company 401(k) plan and match, dependent care flexible spending account and a colleague merchandise discount for eligible colleagues. The Company believes that pay equity is fundamental to its culture and DE&I strategy.
The Company provides paid time-off, parental leave and holiday pay, as well as a company 401(k) plan and match, dependent care flexible spending account and a colleague merchandise discount for eligible colleagues. Compensation is based on job position, responsibilities, experience and performance with incentive opportunities that allow colleagues to share in the Company's success.
The Company formally solicits feedback from all colleagues twice a year through company-wide Culture Pulse Survey. The results are shared across the organization to provide visibility to both managers (called people leaders) and colleagues, to help create opportunities for open and constructive discussions among teams and to facilitate action planning to improve the colleague experience.
The results are shared across the organization to provide visibility to both managers (called people leaders) and colleagues, to help create opportunities for open and constructive discussions among teams and to facilitate action planning to improve the colleague experience. 4 Table of Contents Learning & Development Macy's, Inc. believes that learning goes hand in hand with career growth, personal satisfaction and outstanding results.
Removed
The Company began to exit its Women's Alfani and Karen Scott brands during fiscal 2023. The trademarks associated with the Company's private label brands are owned by the Company. Competition The retail industry is highly competitive.
Added
In 2024, we launched LinkedIn Learning for professional colleagues, which offers courses on key skills, as another way for colleagues to invest in their growth and development. The Company makes investments in its people leaders and future leaders.
Removed
Diversity, Equity & Inclusion (DE&I) The Company's commitment to diversity, equity and inclusion is guided by its values and starts from within by working to enhance diversity and inclusion across all levels of our organization to enable us to more closely and effectively engage with all of our customers and cultivate a culture of belonging.
Added
Certain highlights of recent accomplishments include earning a B score on its 2024 CDP Climate Change Report covering fiscal year 2023, expanding preferred materials (as defined by the Textile Exchange) in Macy's Private Brand products managed by the Macy's Sourcing Team, and updating Chemical Policy to include Manufacturing Restricted Substance List in addition to the Restricted Substance List.
Removed
The Company seeks to empower colleagues to harness and unleash the power of their individuality to help drive better business decisions for customers and shareholders. Company-sponsored, colleague-led resource groups (CRGs) provide an opportunity for colleagues to experience connection, achieve belonging and develop leadership skills.
Added
We continued to drive positive change for all workers across the Macy's Private Brand value chain, through our partnership with RISE: Reimagining Industry to Support Equality, an initiative to support collaborative industry action at scale to support workers in global garment, footwear, and home-textiles supply chains.
Removed
In 2023, the Company completed its first phase of the CRG refresh, which included further expansion of chapters resulting in 100% of Macy's and Bloomingdale's colleagues now having access to a CRG.
Added
Mitchell 51 Chief Operating Officer and Chief Financial Officer Danielle L. Kirgan 49 Chief Human Resources and Corporate Affairs Officer Tracy M.
Removed
Since 2015, the Company has achieved a score of 100 every year on the Human Rights Campaign Foundation's Corporate Equality Index, earning the designation as “Best Place to Work for LGBTQ+ Equality.” This index is the national benchmarking tool measuring corporate policies, practices and benefits pertinent to LGBTQ+ workplace equality.
Added
Preston 58 Chief Legal Officer and Corporate Secretary Olivier Bron 47 Chief Executive Officer, Bloomingdale's Paul Griscom 44 Senior Vice President and Controller Executive Officer Biographies Tony Spring has served as Chief Executive Officer and Chairman of the Board of Macy’s, Inc. since 2024.
Removed
In 2023, the Company received the Equality 100 Award marking the ninth consecutive year that the Company has received a score of 100. Additionally, the Company broadened the Week of Understanding programming in 2023 to encompass two additional topics, Disability Inclusion and Religion, as part of the Company's efforts to foster a more inclusive culture.
Added
Olivier Bron has served as Chief Executive Officer, Bloomingdale’s since 2023; prior thereto he served as Chief Executive Officer of Central Group and Robinson Department Stores, Thailand, from 2021 to 2023, Chief Operating Officer of Galeries Lafayette/BHV Marais, a luxury French department store chain from 2018 to 2021 and Director of Strategy from 2014 to 2018, and Principal at Bain & Company, a management consulting firm, from 2002 to 2014.
Removed
Other enterprise-wide events included our CEO-led "Can We Talk?" discussion series featuring external keynote speakers designed to further build critical DE&I skills. The Company's DE&I focus areas extend beyond its colleagues and include community, customers, marketing and suppliers.
Removed
Below are a few additional highlights from the past year: • Hosted second Vendor Pitch Competition and awarded $250,000 in business grants to graduates of The Workshop at Macy's 2023 program. • Deployed $6.2 million in capital to historically underfunded businesses and businesses serving underserved communities through S.P.U.R.
Removed
Pathways: Shared Purpose, Unlimited Reach to accelerate growth and create new jobs in these communities. • Expanded our portfolio of diverse suppliers, onboarding over 130 new diverse-owned businesses online and in-store. • Donated $1 million to advance social justice and racial equity causes; added three new partners, supporting the Hispanic/Latino, People with Disabilities and Environmental Justice communities for greater balance across diversity dimensions. • Continued to leverage best in class partners, such as Seven Elements Group and Publicis Once & For All Coalition, to advance the cultural fluency of our marketing and media. • Recognized as one of the Top 50 Best-of-the-Best Corporations for Inclusion for the third consecutive year by the National Business Inclusion Consortium (NBIC), a coalition of the nation's leading business organizations representing diverse communities. • Recognized by Women's Enterprise National Council (WBENC) with America's Top Corporations Award, which has been received since 2012, for our commitment to create opportunities for women-owned businesses within the Macy's supply chain. • Recognized by the National Minority Supplier Development Council (NMSDC) with the National Corporation of the Year Award (Category 2 winner).
Removed
Also recognized as part of NMSDC's The Forefront 25: Top Corporations for Minority Businesses for ensuring access and equity for systemically excluded entrepreneurs of color. Learning & Development Macy's, Inc. believes that learning goes hand in hand with career growth, personal satisfaction and outstanding results.
Removed
We have also partnered with Guild Education to provide eligible colleagues with a fully-funded education benefit, including more than 100 programs that range from foundational learning–such as high school completion and English language–to college degrees. 5 Table of Contents The Company makes investments in its people leaders and future leaders.
Removed
In 2022, the Company launched a multi-year career development initiative.
Removed
This initiative included the launch of a Career Hub on the Company intranet to offer user-friendly tools to assist colleagues at any part of their career journey; a virtual Career Expo that featured workshops, panel discussions, external speakers and functional showcases; and people leader support with learning plans focused on career coaching and development.
Removed
In 2023, the Company expanded the Career Expo from two weeks to a three-month-long series of small-group interactive sessions, which enabled colleagues to interact directly with experts and leaders to learn about career resources and build skills.
Removed
Over the course of the series, the Company featured 18 workshops, panel discussions and career-planning sessions that gave colleagues a better sense of the many career opportunities that exist at Macy's, Inc. and how colleagues can enhance their skills within their current role or enable them to take the next step in their career.
Removed
Certain highlights of recent ESG accomplishments include earning a B score on its 2023 CDP Climate Change Report covering fiscal year 2022, joining US Cotton Trust Protocol, partnering with World Wildlife Fund to publish Water Stewardship policy, publishing Animal Welfare Policy, Exotic Skins Policy, an updated Fur Policy, a Preferred Materials Policy, and a Human Rights Policy.
Removed
We continued our investment in our female factory workers by rolling out 14 Worker Well Being programs in private brand factories with RISE: Reimagining Industry to Support Equality. 6 Table of Contents The Company's management is responsible for the development and implementation of its ESG strategies and programs.
Removed
Ultimate oversight by the Company's Board of Directors is included in its committee charters and practices. The Chief Operating Officer (COO) and Chief Financial Officer (CFO), along with the Disclosure Committee, engages with stakeholders on ESG-related issues (including climate) and provides feedback to management and the Board.
Removed
The Sustainability Team, which sits within the COO and CFO's office, reports to the Senior Vice President of Private Brand Sourcing, Product Development & Production, and is responsible for the teams that manage ESG initiatives and supply chain transparency.
Removed
Management committees, including the Sustainability Executive Steering Committee, Disclosure Committee and Corporate Strategy Group, also approve the ESG strategy and priorities, guide risk management and link to growth opportunities. The Environmental Services team is responsible for the development of the Company's environmental programs for all facilities across the organization.
Removed
These programs include policies and procedures designed to ensure compliance with federal, state and local environmental laws.
Removed
Preston 57 Chief Legal Officer and Corporate Secretary Danielle L.
Removed
Kirgan 48 Chief Transformation and Human Resources Officer Paul Griscom 43 Senior Vice President and Controller Executive Officer Biographies Tony Spring was appointed Chief Executive Officer of the Company in February 2024 and is expected to succeed Jeff Gennette as Chairman of the Board upon conclusion of the 2024 Annual Meeting.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

50 edited+19 added−26 removed115 unchanged
Biggest changeThe Inflation Reduction Act was enacted on August 16, 2022 and includes a number of provisions that may impact the Company, including a corporate alternative minimum tax on certain large corporations, incentives to address climate change mitigation and other non-income tax provisions, including an excise tax on the repurchase of our stock.
Biggest changeThe Inflation Reduction Act, enacted on August 16, 2022, includes a number of provisions that may impact the Company, including a corporate alternative minimum tax on certain large corporations, incentives to address climate change mitigation and other non-income tax provisions, including an excise tax on the repurchase of our stock. 14 Table of Contents We are also subject to anti-bribery, customs, child labor, truth-in-advertising and other laws, including consumer protection regulations and zoning and occupancy ordinances that regulate retailers generally and/or govern the importation, promotion and sale of merchandise and the operation of retail stores and warehouse facilities.
We face challenges in executing A Bold New Chapter strategy and initiatives in the current environment of heightened inflation, increased interest rates, economic uncertainty, geopolitical disruption and other macroeconomic conditions that may impact discretionary spending. Our ability to achieve sustainable, profitable growth is subject to the successful implementation of our strategic plans and realization of anticipated benefits and savings.
We face challenges in executing the A Bold New Chapter strategy and initiatives in the current environment of heightened inflation, increased interest rates, economic uncertainty, geopolitical disruption and other macroeconomic conditions that may impact discretionary spending. Our ability to achieve sustainable, profitable growth is subject to the successful implementation of our strategic plans and realization of anticipated benefits and savings.
We may not be able to successfully execute our real estate strategy. We may continue to explore opportunities to monetize our real estate portfolio, including sales of stores as well as non-store real estate, such as warehouses, outparcels and parking garages.
We may not be able to successfully execute our real estate strategy. We continue to explore opportunities to monetize our real estate portfolio, including sales of stores as well as non-store real estate, such as warehouses, outparcels and parking garages.
For example, it could: • make it more difficult for us to satisfy our debt obligations; • increase our vulnerability to general adverse economic and external conditions; 17 Table of Contents • impair our ability to obtain additional debt or equity financing in the future for working capital, capital expenditures, acquisitions or general corporate or other purposes; • require us to dedicate a material portion of our cash flows from operations to the payment of principal and interest on our indebtedness, thereby reducing the availability of our cash flows to fund working capital needs, capital expenditures, acquisitions and other general corporate purposes; • expose us to the risk of increased interest rates to the extent we make borrowings under our asset-based credit facility, which bears interest at a variable rate; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • place us at a disadvantage compared to our competitors that have less indebtedness; and • limit our ability to adjust to changing market conditions.
For example, it could: • make it more difficult for us to satisfy our debt obligations; • increase our vulnerability to general adverse economic and external conditions; • impair our ability to obtain additional debt or equity financing in the future for working capital, capital expenditures, acquisitions or general corporate or other purposes; • require us to dedicate a material portion of our cash flows from operations to the payment of principal and interest on our indebtedness, thereby reducing the availability of our cash flows to fund working capital needs, capital expenditures, acquisitions and other general corporate purposes; 16 Table of Contents • expose us to the risk of increased interest rates to the extent we make borrowings under our asset-based credit facility, which bears interest at a variable rate; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • place us at a disadvantage compared to our competitors that have less indebtedness; and • limit our ability to adjust to changing market conditions.
Changes in consumer shopping habits, a decline in mall shopping environments, financial difficulties at other anchor tenants, significant mall vacancy issues, mall violence and new on- and off-mall developments could each adversely impact the traffic at current retail locations and lead to a decline in our financial condition or performance.
Changes in consumer shopping habits, continued decline in mall shopping environments, financial difficulties at other anchor tenants, significant mall vacancy issues, mall violence and new on- and off-mall developments could each adversely impact the traffic at current retail locations and lead to a decline in our financial condition or performance.
In addition, recent shifts from sales through our proprietary credit cards to debit products and alternative buy-now-pay-later payment methods may result in increased costs and could have a negative impact to credit card revenues due to potentially reduced credit card receivable balances.
In addition, shifts from sales through our proprietary credit cards to debit products and alternative buy-now-pay-later payment methods may result in increased costs and could have a negative impact to credit card revenues due to potentially reduced credit card receivable balances.
For example, frequent or unusually heavy snowfall, ice storms, rainstorms or other extreme weather conditions over a prolonged period could make it difficult for our customers to travel to our stores and thereby reduce our sales and profitability. Our business is also susceptible to unseasonable weather conditions.
For example, frequent or unusually heavy snowfall, ice storms, rainstorms, wildfires or other extreme weather conditions over a prolonged period could make it difficult for our customers to travel to our stores and thereby reduce our sales and profitability. Our business is also susceptible to unseasonable weather conditions.
As our business model depends on offering quality and relevant merchandise brands from third-party vendors in addition to our own private label products, any material disruption in our relationship with such vendors, or material disruption in the products or services provided by other third parties, could adversely affect our revenues, expense structure, earnings and operations. 14 Table of Contents Economic, Global, Legal and External Risks The Company's business is subject to discretionary consumer spending, unfavorable economic and political conditions, and other related risks.
As our business model depends on offering quality and relevant merchandise brands from third-party vendors in addition to our own private label products, any material disruption in our relationship with such vendors, or material disruption in the products or services provided by other third parties, could adversely affect our revenues, expense structure, earnings and operations. 13 Table of Contents Economic, Global, Legal and External Risks The Company's business is subject to discretionary consumer spending, unfavorable economic and political conditions, and other related risks.
Under applicable accounting rules, if annual lump sum distributions exceed an actuarially determined threshold of the total of the annual service and interest costs, we would be required to recognize in the current period of operations a settlement expense of a portion of the unrecognized actuarial loss, which could have a negative impact on our results of operations. 10 Table of Contents If our Company's reputation and brand image are not maintained at a high level, our operations and financial results may suffer.
Under applicable accounting rules, if annual lump sum distributions exceed an actuarially determined threshold of the total of the annual service and interest costs, we would be required to recognize in the current period of operations a settlement expense of a portion of the unrecognized actuarial loss, which could have a negative impact on our results of operations. 9 Table of Contents If our Company's reputation and brand image are not maintained at a high level, our operations and financial results may suffer.
If we are not successful in executing our sales strategy during this period, we may have to sell the inventory at significantly reduced prices or may not be able to sell the inventory at all, which could have a material adverse effect on our results of operations and cash flows. 9 Table of Contents We depend on our ability to attract, train, develop and retain quality colleagues.
If we are not successful in executing our sales strategy during this period, we may have to sell the inventory at significantly reduced prices or may not be able to sell the inventory at all, which could have a material adverse effect on our results of operations and cash flows. 8 Table of Contents We depend on our ability to attract, train, develop and retain quality colleagues.
These investments involve replacing existing systems, some of which are older, legacy systems, outsourcing certain technology and business processes to third-party service providers, including the adoption of Generative AI in certain processes, making changes to existing systems including the migration of applications to the cloud, maintaining or enhancing legacy systems, or designing or acquiring new systems.
These investments involve replacing existing systems, some of which are older, legacy systems, outsourcing certain technology and business processes to third-party service providers, including the adoption of Generative artificial intelligence ("AI") in certain processes, making changes to existing systems including the migration of applications to the cloud, maintaining or enhancing legacy systems, or designing or acquiring new systems.
Our ability to react, mitigate and restore services from an interruption of our systems and processes is key to avoiding adverse financial impacts resulting from loss of sales, services and the cost of paying a ransom. 12 Table of Contents Remote work has also created additional challenges to our ability to protect remote workers, corporate networks and cloud environments.
Our ability to react, mitigate and restore services from an interruption of our systems and processes is key to avoiding adverse financial impacts resulting from loss of sales, services and the cost of paying a ransom. Remote work has also created additional challenges to our ability to protect remote workers, corporate networks and cloud environments.
Should we experience a regional or global pandemic or other public health crisis, including from a COVID-19 variant, influenza, Respiratory Syncytial Virus, other microorganism, infectious disease or other cause, it could have a significant negative impact on the Company's business, financial condition, results of operations and cash flows.
Should we experience a regional or global pandemic or other public health crisis, including from a COVID-19 variant, influenza, Respiratory Syncytial Virus, other microorganism, infectious disease or other cause, it could have a significant negative impact on our business, financial condition, results of operations and cash flows.
Depending upon their duration and implementation, as well as our ability to mitigate their impact, these changes in foreign trade policy and any recently enacted, proposed and future tariffs on products imported by us from China could negatively impact our business, results of operations and liquidity if they seriously disrupt the movement of products through our supply chain or increase their cost.
Depending upon their duration and implementation, as well as our ability to mitigate their impact, these changes in foreign trade policy and any recently enacted, proposed and future tariffs on products imported by us from China, as well as general uncertainty in the tariff environment, could negatively impact our business, results of operations and liquidity if they seriously disrupt the movement of products through our supply chain or increase their cost.
These increased costs pressure our margins and could have a negative impact on our financial results. Our expenses relating to employee health benefits are significant. Recent medical plan cost increases have been driven by a rise in high-cost claimants, high-cost conditions, high utilization of outpatient facilities, physicians and in-hospital stays, and demographic shifts to an older enrollment population.
These increased costs pressure our margins and could have a negative impact on our financial results. Our expenses relating to employee health benefits are significant. Medical plan cost increases have been driven by factors such as a rise in high-cost claimants, high-cost conditions, high utilization of outpatient facilities, physicians and in-hospital stays, and demographic shifts to an older enrollment population.
If we are unable to protect against inventory shortage, our results of operations and financial condition could be adversely affected. 8 Table of Contents The Company faces significant competition and challenges as consumers continue to migrate to digital shopping channels and depends on its ability to differentiate itself in retail ' s ever-changing environment.
If we are unable to protect against inventory shortage, our results of operations and financial condition could be adversely affected. 7 Table of Contents The Company faces significant competition and challenges as consumers continue to migrate to other shopping channels and depends on its ability to differentiate itself in retail ' s ever-changing environment.
Climate Change-Related Risks Climate change, or legal, regulatory, or market measures to address climate change, could adversely affect our business and results of operations. We have identified certain climate change-related risks that may impact our business over the short-, medium- and long-term.
Climate Change-Related Risks Climate change, or legal, regulatory, or market measures to address climate change, could adversely affect our business and results of operations. We have identified certain climate change-related risks that have impacted or may in the future impact our business over the short-, medium- and long-term.
Overestimating customer demand for merchandise can result in the need to record unplanned and incremental inventory markdowns and sell excess inventory at clearance prices, which would negatively impact our gross margins and operating results. Underestimating customer demand for merchandise can lead to insufficient inventory to meet demands, missed sales opportunities and negative customer experiences.
Overestimating customer demand for merchandise can result in the need to record unplanned and incremental inventory discounts or liquidations and sell excess inventory at clearance prices, which would negatively impact our gross margins and operating results. Underestimating customer demand for merchandise can lead to insufficient inventory to meet demands, missed sales opportunities and negative customer experiences.
As consumers continue to migrate to digital shopping channels, we face pressures to not only compete from a price perspective with our competitors, some of whom sell the same products, but also to differentiate Macy's, Inc.'s merchandise offerings, services and shopping experiences to stay relevant as a modern department store in retail's ever-changing environment.
We face pressures to not only compete from a price perspective with our competitors, some of whom sell the same products, but also to differentiate Macy's, Inc.'s merchandise offerings, services and shopping experiences to stay relevant as a modern department store in retail's ever-changing environment.
In addition, in recent years, we have substantially increased the number and types of merchandise that are sold under the Company's proprietary brands. While we have focused on the quality of our proprietary branded products, we rely on third-parties to manufacture these products.
In addition, in recent years, we have increased the number and types of merchandise that are sold under the Company's proprietary brands. While we have focused on the quality of our private brand products, we rely on third-parties to manufacture these products.
Data privacy laws enacted in California, Virginia, Colorado, Utah, Connecticut, Iowa, Indiana, Tennessee, Montana, Texas, Oregon, New Jersey, Delaware and New Hampshire (as of February 1, 2024) and other applicable U.S. privacy laws or new state or federal laws may limit our ability to collect and use data, require us to modify our data processing practices or result in the possibility of fines, litigation or orders which may have an adverse effect on our business and results of operations.
Data privacy laws enacted in California, Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Kentucky, Maryland, Minnesota, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Tennessee, Texas, Utah, and Virginia (as of June 2024) and other applicable U.S. privacy laws or new state or federal laws may limit our ability to collect and use data, require us to modify our data processing practices or result in the possibility of fines, litigation or orders which may have an adverse effect on our business and results of operations.
Our level of indebtedness may adversely affect our ability to operate our business, remain in compliance with debt covenants, react to changes in our business or the industry in which we operate, or prevent us from making payments on our indebtedness. As of February 3, 2024, the aggregate principal amount of our total outstanding indebtedness was $2,998 million.
Our level of indebtedness may adversely affect our ability to operate our business, remain in compliance with debt covenants, react to changes in our business or the industry in which we operate, or prevent us from making payments on our indebtedness. As of February 1, 2025, the aggregate principal amount of our total outstanding indebtedness was $2,779 million.
Under the Program Agreement, which extends until March 31, 2030, Citibank owns the credit card receivables generated from sales through the credit cards and Macy's receives fees and shares in profits based on a tiered return on the receivables portfolio net of program expenses. Credit card revenues, net were $619 million, or approximately 2.7% of net sales, for 2023.
Under the Program Agreement, which extends until March 31, 2030, Citibank owns the credit card receivables generated from sales through the credit cards and the Company receives fees and shares in profits based on a tiered return on the receivables portfolio net of program expenses. Credit card revenues, net were $537 million, or approximately 2.4% of net sales, for 2024.
Although we have implemented policies and procedures designed to facilitate compliance with laws and regulations relating to production of merchandise, doing business in foreign countries and importing merchandise, and to screen, train and monitor our private label vendors to confirm safe and ethical treatment of workers in our supply chain, there can be no assurance that our vendors and other third parties with whom we do business will not violate such laws and regulations or our policies, which could subject us to liability and could adversely impact our reputation, results of operations and business.
Although we have implemented policies and procedures designed to facilitate compliance with laws and regulations relating to production of merchandise, doing business in foreign countries and importing merchandise, and to screen, train and monitor our private label vendors to confirm safe and ethical treatment of workers in our supply chain, there can be no assurance that our vendors and other third parties with whom we do business will not violate such laws and regulations or our policies, which could lead to reputational harm and could expose us to litigation, investigations, enforcement actions, monetary liability and additional costs that could adversely impact our reputation, results of operations and business.
All of these factors may affect our ability to access suitable merchandise on acceptable terms, are beyond our control and could negatively affect our business and results of operations. 13 Table of Contents We source a significant amount of our private label products from factories in China and, to a lesser extent, from factories in Vietnam, India, Indonesia, Jordan and other countries.
All of these factors may affect our ability to access suitable merchandise on acceptable terms, are beyond our control and could negatively affect our business and results of operations. We source certain of our private label products from factories in China, Vietnam, India, Indonesia, Jordan and other countries.
A decrease in late fees assessed would reduce credit card revenue. The Company is closely monitoring developments on this matter. Our defined benefit plan funding requirements or plan settlement expense could impact our financial results and cash flow.
The rule has been stayed as a result of ongoing litigation. A decrease in late fees assessed would reduce credit card revenue. The Company is closely monitoring developments on this matter. Our defined benefit plan funding requirements or plan settlement expense could impact our financial results and cash flow.
Changes in the credit and capital markets, including market disruptions, limited liquidity and interest rate fluctuations, may increase the cost of financing or restrict our access to this potential source of future liquidity.
Financial Risks Inability to access capital markets could adversely affect our business or financial condition. Changes in the credit and capital markets, including market disruptions, limited liquidity and interest rate fluctuations, may increase the cost of financing or restrict our access to this potential source of future liquidity.
Cyber threats are increasing in scope, sophistication and frequency and bad actors are exploiting vulnerabilities to gain access to networks for the purpose of implementing ransomware, which is used to encrypt and steal data both from main and backup systems and causes public-facing business interruptions.
In addition, AI tools may provide hackers with more sophisticated methods of cyberattacks. 11 Table of Contents Cyber threats are increasing in scope, sophistication and frequency and bad actors are exploiting vulnerabilities to gain access to networks for the purpose of implementing ransomware, which is used to encrypt and steal data both from main and backup systems and causes public-facing business interruptions.
While recent tariffs and modifications to trade agreements have not resulted in a material impact on our business, results of operations, and liquidity to date, any additional actions, if ultimately enacted, could negatively impact our ability and the ability of our third-party vendors and suppliers to source products from foreign jurisdictions, which could lead to an increase in the cost of goods and adversely affect the Company's profitability.
While previous tariffs on Chinese goods and modifications to trade agreements have not resulted in a material impact on our business, results of operations, and liquidity to date, these new tariffs or any additional actions, such as "reciprocal" tariffs on U.S. trading partners to address trade imbalances, could negatively impact our ability and the ability of our third-party vendors and suppliers to source products from foreign jurisdictions, which could lead to an increase in the cost of goods and adversely affect the Company's profitability.
As a result, we or our service providers could experience errors, interruptions, delays or cessations of service in key portions of our information technology infrastructure, which could significantly disrupt our operations or impair data security, impact our ability to operate or access communications, financial or banking systems, be costly, time consuming and resource-intensive to remedy and adversely impact our reputation and relationship with customers, suppliers, shareholders or regulators.
As a result, we or our service providers could experience errors, interruptions, delays or cessations of service in key portions of our information technology infrastructure, which could significantly disrupt our operations or impair data security, impact our ability to operate or access communications, financial or banking systems, be costly, time consuming and resource-intensive to remedy and adversely impact our reputation and relationship with customers, suppliers, shareholders or regulators. 10 Table of Contents We are making, and expect to continue to make, substantial investments in our information technology systems, infrastructure and personnel, in some cases with the assistance of strategic partners and other third-party service providers.
The strategy builds on the five growth factors and focuses on three strategic priorities: • Strengthen Macy's through revitalizing merchandise assortment, modernizing the shopping environment and closing approximately 150 underperforming stores and prioritizing investment in approximately 350 go-forward stores and continued expansion of small format stores; • Accelerate luxury growth by expanding Bloomingdale's and Bluemercury within the Macy's, Inc. nameplate portfolio; and • Simplify and modernize end-to-end operations through rationalizing and monetizing the supply chain asset portfolio, streamlining fulfillment, improving inventory planning and allocation, and delivering a modern, scalable technology platform.
The three-year strategy focuses on three strategic priorities: • Strengthen and reimagine Macy's nameplate through rationalizing the store base by closing and monetizing approximately 150 underperforming stores and prioritizing investment in approximately 350 go-forward stores, launching the First 50 Stores, revitalizing merchandise assortment, and growing digital; • Accelerate and differentiate luxury by expanding Bloomingdale's and Bluemercury within the Macy's, Inc. nameplate portfolio; and • Simplify and modernize end-to-end operations through rationalizing and monetizing the supply chain asset portfolio, streamlining fulfillment, improving inventory planning and allocation, and delivering a modern, scalable technology platform.
We also face concerns relating to human rights, working conditions and other labor rights, and conditions and environmental impact in factories or countries where merchandise that we sell is produced, as well as concerns about transparent sourcing and supply chains.
We face challenges in seeking indemnities from manufacturers of these products, including the uncertainty of recovering on such indemnity. We also face concerns relating to human rights, working conditions and other labor rights, and conditions and environmental impact in factories or countries where merchandise that we sell is produced, as well as concerns about transparent sourcing and supply chains.
Insufficient, untimely or misguided investments in these areas could significantly impact our profitability and growth. In addition, a significant decline of customer store traffic or migration of sales from brick-and-mortar stores to digital platforms could lead to additional store closures, restructuring and other costs that could adversely impact our results of operations and cash flows.
In addition, a significant decline in customer store traffic or migration of sales from brick-and-mortar stores to digital platforms could lead to additional store closures, restructuring and other costs that could adversely impact our results of operations and cash flows. Our ability to grow depends in part on our stores remaining relevant and attractive to customers.
Climate change and related measures could have adverse impacts on the Company's business, financial condition and results of operations, including, but not limited to: • Regulatory Risks. Unfavorable global, domestic or regional economic or political conditions and other developments and risks could negatively affect our business and results of operations.
Climate change and related measures could have adverse impacts on the Company's business, financial condition and results of operations, including, but not limited to: • Regulatory Risks.
Our business has been and could in the future continue to be affected by disruptions in, or other legal, regulatory, political, economic or public health issues associated with, our supply network. We depend on vendors for timely and efficient access to products we sell. We source the majority of our merchandise from manufacturers located outside the U.S., primarily Asia.
Supply Chain and Third-Party Risks We depend on vendors and other sources of merchandise, goods and services outside the U.S. Our business has been and could in the future continue to be affected by disruptions in, or other legal, regulatory, political, economic or public health issues associated with, our supply network.
Strategic, Operational and Competitive Risks Our strategic plans and initiatives may not be successful, which could negatively affect our profitability and growth. In 2024 we announced A Bold New Chapter, a strategy designed to enhance the customer experience, deliver sustainable, profitable growth and unlock shareholder value over the next three years.
Strategic, Operational and Competitive Risks Our strategic plans and initiatives may not be successful, which could negatively affect our profitability and growth. In 2024, we announced the A Bold New Chapter, a strategy designed to return the Company to enterprise growth, unlock shareholder value, improve the omni-channel experience and better serve its customers.
We rely upon a diverse, global network of suppliers and vendors within our supply chain that may expose us to risks from a reputational and brand perspective. We utilize the Sustainable Apparel Coalition's Higg Index, a suite of tools for the standardized measurement of value chain sustainability.
We rely upon a diverse, global network of suppliers and vendors within our supply chain that may expose us to risks from a reputational and brand perspective.
Other methods of attack include advanced malware, the exploitation of software and operating vulnerabilities, and physical device tampering/skimming at card reader units. We believe these attack methods will continue to evolve. In addition, the risk of cyber-based attacks is heightened with many of our employees working and accessing our technology infrastructure remotely.
Other methods of attack include advanced malware, the exploitation of software and operating vulnerabilities, and physical device tampering/skimming at card reader units. We believe these attack methods will continue to evolve.
These efforts can result in significant potential risks, including failure of the systems to operate as designed, potential loss or corruption of data, changes in security processes and internal controls, cost overruns, implementation delays or errors and disruption of operations. 11 Table of Contents Disruptions in our customer-facing technology systems could impair our digital retail strategy and give rise to negative customer experiences.
These efforts can result in significant potential risks, including failure of the systems to operate as designed, potential loss or corruption of data, changes in security processes and internal controls, cost overruns, implementation delays or errors and disruption of operations. AI creates business, legal and ethical challenges.
The FDIC took control and was appointed receiver of Silicon Valley Bank and New York Signature Bank on March 10, 2023 and March 12, 2023, respectively, and JPMorgan Chase Bank assumed all deposits and substantially all assets of First Republic Bank on May 1, 2023.
We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation (the “FDIC”) insurance limit. The FDIC took control and was appointed receiver of Silicon Valley Bank and New York Signature Bank in March 2023, and JPMorgan Chase Bank assumed all deposits and substantially all assets of First Republic Bank in May 2023.
In the normal course of business, we provide credit enhancement to our vendors to support accounts receivable factoring and financing with third parties.
We depend on vendors for timely and efficient access to products we sell. We source the majority of our merchandise from manufacturers located outside the U.S., primarily Asia. In the normal course of business, we provide credit enhancement to our vendors to support accounts receivable factoring and financing with third parties.
These geopolitical, trade and investment tensions have created additional uncertainty and increased risk in doing business in China, including potential supply disruptions and higher costs of our products sourced or imported from China.
These geopolitical, trade and investment tensions have created additional uncertainty and increased risk in doing business in China, including potential supply disruptions and higher costs of our products sourced or imported from China. 12 Table of Contents On February 1, 2025, President Trump issued executive orders imposing a 25% tariff on products imported from Canada and Mexico (initially suspended for 30 days) and a 10% tariff on products imported from China, effective February 4, 2025.
Pressure from regulators, consumers and other stakeholders to find alternatives and/or energy-efficient solutions to sharply reduce our use of natural resources is escalating. We continue to look for ways to address these issues and continue to explore developing best practices within the industry.
There is increasing scrutiny on the use of resources, particularly energy sources and energy use. Pressure from regulators, consumers and other stakeholders to find alternatives and/or energy-efficient solutions to reduce our use of natural resources is escalating.
Macy's launched On 34th and State of Day, new private brands, in 2023 and February 2024, respectively, and expects to refresh or replace all existing brands in its private brands portfolio through 2025. Macy's digital marketplace offers over 2,300 brands from third party sellers and the Company launched a Bloomingdale's marketplace in 2023 to introduce customers to new merchandise options.
Macy's digital marketplace offers a variety of brands from third party sellers and the Company launched a Bloomingdale's marketplace in 2023 to introduce customers to new merchandise options.
At this time, it is unknown how long U.S. tariffs on Chinese goods will remain in effect or whether additional tariffs will be imposed.
Administration on our supply chain, costs, sales and profitability, and are working through strategies to mitigate such impact, including reviewing sourcing options and working with our vendors and merchants. At this time, it is unknown how long U.S. tariffs on Chinese goods will remain in effect or whether additional tariffs will be imposed.
We continue to evaluate the impact of currently effective tariffs, including potential future retaliatory tariffs, as well as other recent changes in foreign trade policy and the U.S. Administration on our supply chain, costs, sales and profitability, and are working through strategies to mitigate such impact, including reviewing sourcing options and working with our vendors and merchants.
Tariffs passed on to consumers through higher prices can also negatively impact consumer confidence and discretionary spending. We continue to evaluate the impact of currently effective tariffs, including potential future retaliatory tariffs, as well as other recent changes in foreign trade policy and the U.S.
Our efforts to mitigate that risk include using materials or processes that are third-party certified for environmentally-friendly attributes like OEKO-TEX® as well as trademarked fibers like TENCEL™ and REPREVE®. Macy's and Bloomingdale's have curated sitelets online to help strengthen Macy's, Inc.'s position of being identified as a responsible retailer, committed to climate-related and broader environmental topics.
Macy's and Bloomingdale's have curated sitelets online to help strengthen Macy's, Inc.'s position of being identified as a responsible retailer, committed to climate-related and broader environmental topics. These mitigation efforts may not be successful. • Acute Physical Risk .
The Company did not have any direct exposure to Silicon Valley Bank, New York Signature Bank or First Republic Bank.
The Company did not have any direct exposure to these banks.
Through memberships in industry groups such as the Sustainable Apparel Coalition, we are working to reduce the environmental and social impact of apparel and footwear products around the world. The use of recycled material textiles emits fewer greenhouse gas emissions and conserves water and energy as compared to making virgin fiber.
Through memberships in industry groups such as Textile Exchange, we are working to reduce the environmental and social impact of apparel and footwear products around the world. Additionally, we have engaged World Wildlife Fund to help develop our water stewardship strategy within our private brand supply chain.
Data is collected from multiple tiers in our Macy's private brand apparel and home textile supply chains as part of our continued efforts to identify brand risk and advocate for sustainability improvements, including energy/greenhouse gas efficiency. Macy's private brands supply chain is and will continue to be impacted by climate change related weather events that may cause supply disruptions.
Macy's private brands supply chain is and will continue to be impacted by climate change related weather events that may cause supply disruptions. 15 Table of Contents We face increasing pressure to demonstrate our products are environmentally-friendly.
Removed
We continue to significantly invest in our omni-channel capabilities, seeking to improve the profitability of our digital business through delivery expense reduction, gross margin expansion and other initiatives to support digital sales growth. We continue to seek to improve the delivery experience of our customers with strategic investments to fulfill digital sales demand and elevated delivery speed expectations.
Added
Macy's launched On 34th and State of Day, new private brands, in 2023 and 2024, respectively, refreshed I.N.C. and Style & Co. brands in 2023 through 2024, and expects to refresh or replace all existing brands in its private brands portfolio through 2025.
Removed
Our ability to grow depends in part on our stores remaining relevant and attractive to customers. We have invested in facilities and fixtures upgrades, merchandise assortment and customer service in selected stores to improve customer retention rates and overall customer satisfaction.
Added
We continue to invest in our omni-channel capabilities, focusing on search engine optimization, site enhancements, and more transparent pricing, and seek to improve the customer experience through faster online delivery and higher product in-stocks. Insufficient, untimely or misguided investments in these areas could significantly impact our profitability and growth.
Removed
We have opened new off-mall smaller store formats – Macy's small format and Bloomie's – in selected markets to act as fill-in locations in existing markets to gain foot traffic and a new customer base, replacement locations in markets where an underperforming full-line location closure would result in a market exit, and to enter new markets.
Added
We launched the First 50 Stores as a key component of the Bold New Chapter strategy to test initiatives such as focused staffing in key departments, enhanced merchandise offerings, modern visual presentations and unique store-level activations and community events. We have opened new off-mall smaller store formats – Macy's small format, Bloomie's and Bloomingdale's the Outlet – in selected markets.
Removed
We are making, and expect to continue to make, substantial investments in our information technology systems, infrastructure and personnel, in some cases with the assistance of strategic partners and other third-party service providers.
Added
We use AI as a tool designed to improve customer experience and operational efficiency. AI tools assist us in areas such as customer service, supply chain, personalization, coding, human resources queries, security, marketing and advertising. We include AI in our annual compliance training and maintain guidelines requiring internal review and approval for certain AI tools.
Removed
Supply Chain and Third-Party Risks Our private brand products subject us to certain increased risks, including regulatory, product liability, intellectual property, supplier relations and reputational risks. As we expand our private brand offerings, we may become subject to increased risks due to our greater role in the design, manufacture, marketing and sale of those products.
Added
Even with careful governance, use of AI can produce incorrect output, release private or confidential information, reflect biases, or violate intellectual property rights. These risks could have adverse business, legal or regulatory impact or harm our reputation. Disruptions in our customer-facing technology systems could impair our digital retail strategy and give rise to negative customer experiences.
Removed
Risks include greater responsibility to administer and comply with applicable regulatory requirements, increased potential product liability and recall exposure, and increased potential reputational risks related to the responsible sourcing of those products.
Added
An additional 10% increase in the China tariffs became effective March 4, 2025. Tariffs on imports from Canada and Mexico became effective March 4, 2025, but were later subject to broad exemptions effective March 7, 2025.
Removed
To effectively execute on our private brand strategy, we must also be able to successfully protect our proprietary rights and navigate and avoid claims related to the proprietary rights of third parties. An increase in sales of our private brand products may adversely affect sales of our vendors' products and, in turn, our relationships with certain of our vendors.
Added
Macy’s, Inc. may be subject to more robust and nuanced compliance measures in any of the markets in which we operate, which may require us to gather new data and externally publish additional environmental information, creating incremental costs.
Removed
Any failure to appropriately address these risks could damage our reputation and have an adverse effect on our business and results of operations. We depend on vendors and other sources of merchandise, goods and services outside the U.S.
Added
This cost burden could also include potential penalties for noncompliance resulting from enforcement of regulatory requirements such as the SEC final climate disclosure rules (voluntarily stayed pending completion of judicial review of consolidated challenges to the rules by the Court of Appeals for the Eighth Circuit) and the new California climate laws, SB-253 (reporting of Scopes 1, 2 and 3 greenhouse gas emissions) and SB-261 (climate-related risk report).
Removed
In recent years, the U.S. has been engaged in extended trade negotiations with China, which has resulted in the implementation of tariffs on a significant number of products manufactured in China and imported into the U.S.
Added
Macy’s, Inc. will incur costs to comply with these regulatory requirements, including environmental advisory/consulting services for emissions management and reporting. As part of our Enterprise Risk Management process, Macy’s, Inc. currently monitors environmental and climate-related regulations at the state and federal level. We are focused on transparent reporting to demonstrate climate progress, build trust, and strengthen accountability.
Removed
We face challenges in seeking indemnities from manufacturers of these products, including the uncertainty of recovering on such indemnity and the lack of understanding by manufacturers of U.S. product liability laws in certain foreign jurisdictions.
Added
Measures include annual disclosure to CDP Climate Change survey and publishing a Corporate Responsibility Report that uses the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-related Financial Disclosures (TCFD) standards.
Removed
We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation (the “FDIC”) insurance limit.
Added
Macy's, Inc. also regularly updates its macysinc.com/purpose website to reflect changes in initiatives, such as publishing a Corporate Responsibility Report and new and updated policies. • Reputational Risk .
Removed
We are assessing these impacts on our consolidated financial statements. 15 Table of Contents We are also subject to anti-bribery, customs, child labor, truth-in-advertising and other laws, including consumer protection regulations and zoning and occupancy ordinances that regulate retailers generally and/or govern the importation, promotion and sale of merchandise and the operation of retail stores and warehouse facilities.
Added
Macy's, Inc. internal stakeholders (colleagues and members of the Board of Directors) or external stakeholders (investors, customers, advocacy groups) expressing concern through public platforms that increase colleague turnover, stall strategic direction and/or limit funding avenues, thereby reducing revenue, having negative impacts on workforce management and planning (such as colleague attraction and retention) or slowing/stopping investments.
Removed
For example, energy or carbon policies (both existing and emerging) that apply to our energy suppliers have the ability to impact indirect costs to our operations through shifts in energy prices.
Added
Our efforts to mitigate that risk include using materials or processes that are third-party certified for environmentally-friendly attributes like OEKO-TEX® as well as U.S. Cotton Trust Protocol (USCTP) which provides traceable and preferred cotton.
Removed
Recent and future developments in regional cap-and-trade programs such as the Regional Greenhouse Gas Initiative (RGGI), which sets a declining limit on emissions from regulated power plants within the RGGI states, could increase our energy costs and affect the profitability of operations.
Added
The Macy's, Inc. physical infrastructure and operations, which may be affected, damaged or interrupted by more frequent and severe weather events such as pluvial /fluvial/coastal flooding, tropical cyclone, drought, and wildfire. In addition to damaging physical infrastructure, such events may also impact our workforce and shopping accessibility.
Removed
The RGGI program spans 11 states and includes Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Rhode Island, Vermont, and Virginia. In 2020, Macy's, Inc. reported energy data for 217 locations across these states and could experience increases in the cost of energy in these regions as a result of the RGGI program.
Added
This includes the possibility of extreme weather events disrupting Macy's, Inc.'s infrastructure, resulting in increased insurance costs and capital expenditures. The Texas ice storms and coastal hurricanes are both acute physical risk events that have affected Macy’s, Inc. in the past and serve as proxies for other potential acute risks.

… 15 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+4 added−1 removed9 unchanged
Biggest changeFor additional information about risks 18 Table of Contents related to actual or threatened cybersecurity incidents, see “Information Security, Cybersecurity, Privacy and Data Management Risks” in the “Risk Factors” section of this Annual Report on Form 10-K.
Biggest changeFor additional information about risks related to actual or threatened cybersecurity incidents, see “Information Security, Cybersecurity, Privacy and Data Management Risks” in the “Risk Factors” section of this Annual Report on Form 10-K. 17 Table of Contents Governance The Audit Committee of our Board of Directors is responsible for addressing policies with respect to the Company's risk assessment and risk management, including risks related to data privacy, computerized information controls and cybersecurity, and to consider any recommendations for improvement of such controls.
In the event we experience an actual or threatened cybersecurity incident, our Security team will consult with a third-party security firm when appropriate, perform a root cause analysis and determine both how to address the threat and whether we could take additional steps to improve our security posture.
In the event we experience an actual or threatened cybersecurity incident or attack, our Security team will consult with a third-party security firm when appropriate, perform a root cause analysis and determine both how to address the threat and whether we could take additional steps to improve our security posture.
Security team is responsible for assessing and managing material risks from cybersecurity threats, including the prevention, mitigation, detection and remediation of cybersecurity incidents. The Macy's, Inc. Security team is comprised of security professionals with diverse backgrounds, including former law enforcement, government and military.
Security team is responsible for assessing and managing material risks from cybersecurity threats, including the prevention, mitigation, detection and remediation of cybersecurity incidents. The Macy's, Inc. Security team is comprised of security professionals with a variety of backgrounds, including former law enforcement, government and military.
The Audit Committee, and the full Board of Directors when appropriate, receive regular updates from management on IT security, internal and external security reviews, data protection, risk assessments, breach preparedness, systems disruption risk, threat assessments, response plans and consumer privacy compliance. The Macy's, Inc.
The chairperson of the Audit Committee updates the full Board of Directors on these discussions. The Audit Committee, and the full Board of Directors when appropriate, receive regular updates from management on IT security, internal and external security reviews, data protection, risk assessments, breach preparedness, systems disruption risk, threat assessments, response plans and consumer privacy compliance.
We have established data security breach preparedness and response plans that are tested and practiced regularly and address a range of scenarios that include data breaches and ransomware attacks. We are subject to regular information technology and security audits by internal audit staff. Our policy is to vet and train colleagues and relevant contractors and to protect Company data.
We have established data security breach preparedness and response plans that are tested and practiced regularly and address a range of scenarios that include data breaches and ransomware attacks. We are subject to regular information technology and security audits by internal and external audit staff.
Our CISO is head of information security, privacy, IT risk, identity and access management and has 33 years with the Company in various roles of increasing responsibilities including Audit Assurance, Computer Operations, Networking and System platforms.
Our CISO is head of information security, privacy, IT risk, identity and access management and has 33 years with the Company in various roles of increasing responsibilities including Audit Assurance, Computer Operations, Networking and System platforms, including 14 years developing and managing the cybersecurity program. He holds a bachelor’s degree in computer science.
In this regard prior cybersecurity incidents have informed changes to our processes to minimize vulnerabilities. As of the filing of this Annual Report on Form 10-K, we are not aware of any cybersecurity incidents that have occurred that have materially affected, or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
As of the filing of this Annual Report on Form 10-K, we have not experienced a cybersecurity incident or attack, or any risk from cybersecurity threats, that has materially affected, or is reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
A pre-employment screening process is conducted for candidates, including contractors and third parties, with background verification checks on some candidates for employment. Colleagues, including relevant contractors, must receive appropriate security training and be made aware of organizational policies and procedures relevant for their job function.
Our policy is to vet and train colleagues and relevant contractors and to protect Company data. A pre-employment screening process is conducted for candidates, including contractors and third parties, with background verification checks on some candidates for employment.
Removed
Governance The Audit Committee of our Board of Directors is responsible for addressing policies with respect to the Company's risk assessment and risk management, including risks related to data privacy, computerized information controls and cybersecurity, and to consider any recommendations for improvement of such controls. The chairperson of the Audit Committee updates the full Board of Directors on these discussions.
Added
Colleagues, including relevant contractors, must receive appropriate security training and be made aware of organizational policies and procedures relevant for their job function. We engage independent third-party security partners to evaluate, measure, and assist in the development and continuous enhancement of our security program.
Added
This includes, but is not limited to, program reviews, compromise assessments, breach response planning, and tabletop exercises.
Added
In this regard prior cybersecurity incidents have informed changes to our processes to minimize vulnerabilities.
Added
Senior management, including the Chief Operating Officer/Chief Financial Officer, Chief Legal Officer, and Chief Information Officer are closely involved with our breach response plans and are a critical part of our decision-making process. These executives attend annual tabletop exercises on response processes and our playbook. The Macy's, Inc.

Item 2. Properties

Properties — owned and leased real estate

3 edited+1 added−0 removed3 unchanged
Biggest changeThe Company's operations were conducted through the following branded store locations as of February 3, 2024: Macy's 502 Bloomingdale's 57 Bluemercury 159 718 Store count activity for the 53 weeks ended February 3, 2024 was as follows: Store count at beginning of fiscal year 722 Stores opened 9 Stores closed, consolidated into or relocated from existing centers (13) Store count at end of fiscal year 718 19 Table of Contents Additional information about the Company's store locations as of February 3, 2024 is as follows: By Brand Total Owned Leased Subject to a Ground Lease Partly Owned and Partly Leased Macy's 502 273 142 84 3 Bloomingdale's 57 13 38 6 — Bluemercury 159 — 159 — — 718 286 339 90 3 Additional information about the Company's logistics network as of February 3, 2024 is as follows: Location Primary Function Owned or Leased Square Footage (thousands) Bridgeton, MO Stores Leased 43 Cheshire, CT Direct to customer Leased 719 Chicago, IL Stores Owned 862 Columbus, OH Stores Leased 673 Dayton, OH Stores Leased 107 Denver, CO Stores Leased 20 Goodyear, AZ Direct to customer Owned 1,560 Hayward, CA Stores Owned 310 Joppa, MD Stores Owned 850 Kapolei, HI Stores Leased 260 Los Angeles, CA Stores Owned 1,529 Martinsburg, WV Direct to customer Owned 2,200 Miami, FL Stores Leased 535 Portland, TN Direct to customer Owned 1,455 Raritan, NJ Stores Owned 980 Sacramento, CA Direct to customer Leased 385 Secaucus, NJ Stores Leased 675 South Windsor, CT Stores Owned 595 Stone Mountain, GA Stores Owned 920 Tomball, TX Stores Leased 902 Tukwila, WA Stores Leased 500 Tulsa, OK Direct to customer Owned 2,195 Union City, CA Stores Leased 165 Youngstown, OH Direct to customer Owned 610
Biggest changeAdditional information about the Company's logistics network as of February 1, 2025 is as follows: Location Primary Function Owned or Leased Square Footage (thousands) Bridgeton, MO Stores Leased 43 Cheshire, CT Direct to customer Leased 719 Chicago, IL Stores Owned 862 Columbus, OH Stores Leased 673 Dayton, OH Stores Leased 107 Denver, CO Stores Leased 20 Goodyear, AZ Direct to customer Owned 1,560 Hayward, CA Stores Owned 310 Joppa, MD Stores Owned 850 Lathrop, CA Direct to customer Leased 273 Kapolei, HI Stores Leased 260 Los Angeles, CA Stores Owned 1,529 Martinsburg, WV Direct to customer Owned 2,200 Miami, FL Stores Leased 535 Portland, TN Direct to customer Owned 1,455 Raritan, NJ Stores Owned 980 Sacramento, CA Direct to customer Leased 385 Secaucus, NJ Stores Leased 675 South Windsor, CT (b) Stores Owned 595 Stone Mountain, GA Stores Owned 920 Tomball, TX Stores Leased 902 Tukwila, WA Stores Leased 500 Tulsa, OK Direct to customer Owned 2,195 Youngstown, OH Direct to customer Owned 610 (b) Location was sold and leased back by the Company on February 3, 2025.
These locations consisted of 286 owned locations, 339 leased locations, 90 locations operated under arrangements where the Company owned the building and leased the land and three locations of partly owned and partly leased buildings. All owned properties are held free and clear of mortgages.
These locations consisted of 250 owned locations, 344 leased locations, 83 locations operated under arrangements where the Company owned the building and leased the land and three locations of partly owned and partly leased buildings. All owned properties are held free and clear of mortgages.
As of February 3, 2024, the operations of the Company included 718 store locations in 43 states, the District of Columbia, Puerto Rico and Guam, comprising a total of approximately 110 million square feet.
As of February 1, 2025, the operations of the Company included 680 store locations in 43 states, the District of Columbia, Puerto Rico and Guam, comprising a total of approximately 100 million square feet.
Added
The Company's operations were conducted through the following branded store locations as of February 1, 2025: By Brand Total Owned Leased Subject to a Ground Lease Partly Owned and Partly Leased Macy's 450 238 132 77 3 Bloomingdale's 59 12 41 6 — Bluemercury 171 — 171 — — 680 250 344 83 3 18 Table of Contents Store count activity for the 52 weeks ended February 1, 2025 was as follows: Store count at beginning of fiscal year 718 Stores opened 32 Stores closed, consolidated into or relocated from existing centers (a) (70) Store count at end of fiscal year 680 (a) Stores are removed from store count and identified as closed once closure activities begin.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

0 edited+1 added−0 removed1 unchanged
Added
Mine Safety Disclosures. Not applicable. 19 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+1 added−1 removed3 unchanged
Biggest changeThe Company's common stock is listed on the New York Stock Exchange under the trading symbol “M.” As of February 3, 2024, the Company had approximately 12,000 stockholders of record. 20 Table of Contents The declaration and payment of future dividends will be at the discretion of the Company's Board of Directors, are subject to restrictions under the Company's debt instruments and may be affected by various other factors, including the Company's earnings, financial condition and legal or contractual restrictions.
Biggest changeThe declaration and payment of future dividends will be at the discretion of the Company's Board of Directors, are subject to restrictions under the Company's debt instruments and may be affected by various other factors, including the Company's earnings, financial condition and legal or contractual restrictions.
The companies included in the peer group are Best Buy Co., Inc., Burlington Stores Inc., Dicks Sporting Goods, Inc., Dillard's, Inc., Dollar Tree, Inc., Foot Locker, Inc., Gap Inc., Kohl's Corporation, Lowes Companies, Inc., Nordstrom, Inc., Ross Stores, Inc., Target Corporation, TJX Companies, Inc., Ulta Beauty, Inc., and Williams-Sonoma, Inc.
The companies included in the peer group are Best Buy Co., Inc., Burlington Stores Inc., Dicks Sporting Goods, Inc., Dillard's, Inc., Dollar Tree, Inc., Foot Locker, Inc., Gap Inc., Kohl's Corporation, Lowe's Companies, Inc., Nordstrom, Inc., Ross Stores, Inc., Target Corporation, TJX Companies, Inc., Ulta Beauty, Inc., and Williams-Sonoma, Inc.
The following graph compares the cumulative total stockholder return on the Company's common stock with the Standard & Poor's 500 Composite Index and the Company's peer groups for the period from February 2, 2019 through February 3, 2024, assuming an initial investment of $100 and the reinvestment of all dividends, if any.
The following graph compares the cumulative total stockholder return on the Company's common stock with the Standard & Poor's 500 Composite Index and the Company's peer groups for the period from February 1, 2020 through February 1, 2025, assuming an initial investment of $100 and the reinvestment of all dividends, if any.
The Company may continue, discontinue or resume purchases of common stock under this or possible future authorizations in the open market, in privately negotiated transactions or otherwise at any time and from time to time without prior notice. As of February 3, 2024, $1.4 billion remained available for repurchase under this authorization.
The Company may continue, discontinue or resume purchases of common stock under this or possible future authorizations in the open market, in privately negotiated transactions or otherwise at any time and from time to time without prior notice. During 2024, the Company did not repurchase any shares of its common stock on the open market.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. The Company's common stock is listed on the New York Stock Exchange under the trading symbol “M.” As of February 1, 2025, the Company had approximately 11,390 stockholders of record.
Removed
In 2023, Bed, Bath & Beyond Inc. was removed from the peer group because it was no longer publicly traded. 21 Table of Contents PART II Item 6. [Reserved]
Added
As of February 1, 2025, $1.4 billion remained available for repurchase under this authorization.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

61 edited+26 added−33 removed40 unchanged
Biggest changeThe Company considers fiscal 2024 a transition and investment year as it implements A Bold New Chapter. 24 Table of Contents Analysis of Results of Operations 2023 2022 2021 Amount % to Net Sales % to Total Revenue Amount % to Net Sales % to Total Revenue Amount % to Net Sales % to Total Revenue (dollars in millions, except per share figures) Net sales $ 23,092 $ 24,442 $ 24,460 Other revenue 774 3.4 % 1,007 4.1 % 939 3.8 % Total revenue 23,866 25,449 25,399 Cost of sales (14,143) (61.2) % (15,306) (62.6) % (14,956) (61.1) % Selling, general and administrative expenses (8,375) (35.1) % (8,461) (33.2) % (8,154) (32.1) % Gains on sale of real estate 61 0.3 % 89 0.3 % 91 0.4 % Impairment, restructuring and other costs (1,027) (4.3) % (41) (0.2) % (30) (0.1) % Operating income $ 382 1.6 % $ 1,730 6.8 % $ 2,350 9.3 % Diluted earnings per share $ 0.38 $ 4.19 $ 4.55 Supplemental Financial Measure Gross margin $ 8,949 38.8 % $ 9,136 37.4 % $ 9,504 38.9 % Digital sales as a percent of net sales 33 % 33 % 35 % Increase (decrease) in comparable sales (6.9) % 0.3 % 43.0 % Supplemental Non-GAAP Financial Measures Increase (decrease) in comparable sales on an owned plus licensed basis (6.0) % 0.6 % 42.9 % Adjusted diluted earnings per share $ 3.50 $ 4.48 $ 5.31 EBITDA $ 1,156 $ 2,568 $ 3,194 Adjusted EBITDA $ 2,317 $ 2,648 $ 3,320 See pages 31 to 33 for reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measure and for other important information. 25 Table of Contents Comparison of 2023 and 2022 2023 2022 Net sales $ 23,092 $ 24,442 Change in comparable sales (6.9) % 0.3 % Change in comparable sales on an owned plus licensed basis (6.0) % 0.6 % Digital sales as a percent of net sales 33 % 33 % Net sales for the Company in 2023, which included $252 million of net sales recognized in the 53rd week, were down 5.5% from 2022.
Biggest changeSee pages 29 to 31 for reconciliations of the non-GAAP financial measures presented above to the most comparable U.S. generally accepted accounting principles (GAAP) financial measures and other important information. 22 Table of Contents Analysis of Results of Operations 2024 2023 2022 Amount % to Net Sales % to Total Revenue Amount % to Net Sales % to Total Revenue Amount % to Net Sales % to Total Revenue (dollars in millions, except per share figures) Net sales $ 22,293 $ 23,092 $ 24,442 Other revenue 713 3.2 % 774 3.4 % 1,007 4.1 % Total revenue 23,006 23,866 25,449 Cost of sales (13,740) (61.6) % (14,224) (61.6) % (15,347) (62.8) % Selling, general and administrative expenses (8,330) (36.2) % (8,375) (35.1) % (8,461) (33.2) % Gains on sale of real estate 144 0.6 % 61 0.3 % 89 0.3 % Impairment, restructuring and other costs (171) (0.7) % (1,027) (4.3) % (41) (0.2) % Operating income $ 909 4.0 % $ 301 1.3 % $ 1,689 6.6 % Net Income $ 582 $ 45 $ 1,146 Diluted earnings per share $ 2.07 $ 0.16 $ 4.08 Supplemental Financial Measure Gross margin $ 8,553 38.4 % $ 8,868 38.4 % $ 9,095 37.2 % Digital sales as a percent of net sales 33 % 33 % 33 % Increase (decrease) in comparable sales (2.0) % (6.9) % 0.3 % Supplemental Non-GAAP Financial Measures Increase (decrease) in comparable sales on an owned-plus-licensed-plus-marketplace basis (0.9) % (6.0) % 0.6 % Adjusted diluted earnings per share $ 2.64 $ 3.28 $ 4.36 EBITDA $ 1,760 $ 1,075 $ 2,527 Adjusted EBITDA $ 1,977 $ 2,236 $ 2,607 See pages 29 to 31 for reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measure and for other important information. 23 Table of Contents Comparison of 2024 and 2023 2024 2023 Net sales $ 22,293 $ 23,092 Change in comparable sales (2.0) % (6.9) % Change in comparable sales on an owned plus licensed plus marketplace basis (0.9) % (6.0) % Digital sales as a percent of net sales 33 % 33 % Net sales for 2024 were down $799 million , or 3.5%, compared to 2023.
Such calculation includes all digital sales and excludes commissions from departments licensed to third parties or Marketplace. Stores impacted by a natural disaster or undergoing significant expansion or shrinkage remain in the comparable sales calculation unless the store, or a material portion of the store, is closed for a significant period of time.
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.
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 period-to-period from net income, diluted earnings 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.
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.
The Company's spend will be primarily focused on initiatives that will support A Bold New Chapter, including digital and technology investments, investments in our remaining go-forward locations, small format store openings and omni-channel capabilities. These expenditures are expected to be financed with cash from operations and existing cash and cash equivalents.
The Company's spend will be primarily focused on initiatives that will continue to support the A Bold New Chapter, including digital and technology investments, investments in our remaining go-forward locations, small format store openings and omni-channel capabilities. These expenditures are expected to be financed with cash from operations and existing cash and cash equivalents.
However, the terms of approximately $2,409 million in aggregate principal amount of the Company's senior notes outstanding at that date require the Company to offer to purchase such notes at a price equal to 101% of their principal amount plus accrued and unpaid interest if there is both a change of control (as defined in the applicable indenture) of the Company and the notes are rated by specified rating agencies at a level below investment grade.
However, the terms of approximately $2,235 million in aggregate principal amount of the Company's senior notes outstanding at that date require the Company to offer to purchase such notes at a price equal to 101% of their principal amount plus accrued and unpaid interest if there is both a change of control (as defined in the applicable indenture) of the Company and the notes are rated by specified rating agencies at a level below investment grade.
MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying Notes to Financial Statements (Part II, Item 8 of this Form 10-K). This section generally discusses the results of operations for 2023 compared to 2022 and 2021.
MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying Notes to Financial Statements (Part II, Item 8 of this Form 10-K). This section generally discusses the results of operations for 2024 compared to 2023 and 2022.
Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP financial measure that 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.
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.
Additionally, the amounts received by the Company on account of sales of departments licensed to third parties 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.
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.
Macy's and Bloomingdale's license third parties to operate certain departments in its stores and online and receives commissions from these third parties based on a percentage of their net sales, while Bluemercury does not participate in licensed or Marketplace businesses.
Macy’s and Bloomingdale’s license third parties to operate certain departments in its stores and online 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.
Management believes that providing supplemental changes in comparable sales on an owned plus licensed basis, which includes the impact of growth in comparable sales of departments licensed to third parties, assists in evaluating the Company's ability to generate sales growth, whether through owned businesses or departments licensed to third parties, on a comparable basis, and in evaluating the impact of changes in the manner in which certain departments are operated.
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.
Lowering or raising the expected long-term rate of return assumption on the Pension Plan's assets by 0.25% would increase or decrease the estimated 2024 pension expense by approximately $5 million.
Lowering or raising the expected long-term rate of return assumption on the Pension Plan's assets by 0.25% would increase or decrease the estimated 2025 pension expense by approximately $5 million.
See Notes 4, 6 and 9 to the consolidated financial statements included in Item 8 of this Report for amounts outstanding on February 3, 2024, related to leases, debt, and retirement plans, respectively. 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.
See Notes 4, 6 and 9 to the Consolidated Financial Statements included in Item 8 of this Report for amounts outstanding on February 1, 2025, related to leases, debt, and retirement plans, respectively. 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.
In its financial statements prepared in conformity with GAAP, the Company includes these commissions (rather than sales of the departments licensed to third parties) in its net sales.
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.
There can be no assurance that current expectations will be realized and plans are subject to change upon further review of capital expenditure needs or based on the current economic environment. Financing Activities Dividends The Company paid dividends totaling $181 million in 2023 and $173 million in 2022.
There can be no assurance that current expectations will be realized and plans are subject to change upon further review of capital expenditure needs or based on the current economic environment. Financing Activities Dividends The Company paid dividends totaling $192 million in 2024 and $181 million in 2023.
The Company's assumed annual long-term rate of return for the Pension Plan's assets was 5.30% for 2023, 4.60% for 2022 and 5.75% for 2021 based on expected future returns on the portfolio of assets.
The Company's assumed annual long-term rate of return for the Pension Plan's assets was 5.30% for 2024 and 2023 and 4.60% for 2022 based on expected future returns on the portfolio of assets.
The Company ended the year with a cash and cash equivalents balance of $1,034 million, an increase from $862 million in 2022. Also, the Company is party to the ABL Credit Facility with certain financial institutions providing for a $3,000 million Revolving ABL Facility.
The Company ended the year with a cash and cash equivalents balance of $1,306 million, an increase from $1,034 million in 2023. Also, the Company is party to the ABL Credit Facility with certain financial institutions providing for a $3,000 million Revolving ABL Facility.
For impairment testing, goodwill has been assigned to reporting units which consist of the Company's retail operating divisions. Macy's and Bluemercury are the only reporting units with goodwill as of February 3, 2024, and 98% of the Company's goodwill is allocated to the Macy's reporting unit.
For impairment testing, goodwill has been assigned to reporting units which consist of the Company's retail operating divisions. Macy's and Bluemercury are the only reporting units with goodwill as of February 1, 2025, and 98% of the Company's goodwill is allocated to the Macy's reporting unit.
The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the fiscal years ended February 3, 2024 to January 28, 2023 and January 29, 2022.
The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the fiscal years ended February 1, 2025 to February 3, 2024 and January 28, 2023.
For a full discussion of changes from the fiscal year ended January 28, 2023 to the fiscal year ended January 29, 2022, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2023 (filed March 24, 2023).
For a full discussion of changes from the fiscal year ended February 3, 2024 to the fiscal year ended January 28, 2023, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2024 (filed March 22, 2024).
Changes in Comparable Sales The following is a tabular reconciliation of the non-GAAP financial measure of changes in comparable sales on an owned plus licensed basis, to GAAP comparable sales (i.e., on an owned basis), which the Company believes to be the most directly comparable GAAP financial measure.
Changes in Comparable Sales The following is a tabular reconciliation of the non-GAAP financial measure of changes in comparable sales on an owned-plus-licensed-plus-marketplace basis, to GAAP comparable sales (i.e., on an owned basis), which the Company believes to be the most directly comparable GAAP financial measure. Fiscal 2024 vs. Fiscal 2023 Fiscal 2023 vs. Fiscal 2022 Fiscal 2022 vs.
The Company's future material contractual obligations and commitments as it relates to operating activities as of February 3, 2024 are approximately $6.5 billion of operating lease obligations primarily due after 2027 and $2.8 billion of other obligations, the majority consisting of merchandise purchase obligations due in less than one year.
The Company's future material contractual obligations and commitments as it relates to operating activities as of February 1, 2025 are approximately $6.3 billion of operating lease obligations primarily due after 2029 and $2.9 billion of other obligations, the majority consisting of merchandise purchase obligations due in less than one year.
Definitions and calculations of comparable sales 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, including Marketplace sales, adjusting for the 53rd week in fiscal 2023 in the calculation of comparable sales.
(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, adjusting for the 53rd week in fiscal 2023, in the calculation of comparable sales.
Increasing the discount rates by 0.25% would decrease the projected benefit obligations at February 3, 2024 by approximately $36 million and would increase estimated 2024 pension expense by approximately $2 million. 34 Table of Contents The Company estimates the service and interest cost components of net periodic benefit costs for the Pension Plan and SERP.
Increasing the discount rates by 0.25% would decrease the projected benefit obligations at February 1, 2025 by approximately $31 million and would increase estimated 2025 pension expense by approximately $1 million. The Company estimates the service and interest cost components of net periodic benefit costs for the Pension Plan and SERP.
The following tables include combined financial information of the Obligor Group. Investments in subsidiaries of $9,423 million as of February 3, 2024 have been excluded from the Summarized Balance Sheets. Equity in the earnings of non-Guarantor subsidiaries of $2,291 million have been excluded from the Summarized Statement of Operations.
The following tables include combined financial information of the Obligor Group. Investments in subsidiaries of $9,905 million as of February 1, 2025 have been excluded from the Summarized Balance Sheets. Equity in the earnings of non-Guarantor subsidiaries of $1,689 million have been excluded from the Summarized Statement of Operations.
Lowering the discount rates by 0.25% would increase the projected benefit obligations at February 3, 2024 by approximately $37 million and would decrease estimated 2024 pension expense by approximately $2 million.
Lowering the discount rates by 0.25% would increase the projected benefit obligations at February 1, 2025 by approximately $33 million and would decrease estimated 2025 pension expense by approximately $1 million.
As of February 3, 2024, borrowing capacity of the ABL Credit Facility was $2,852 million, which considers a $148 million reduction due to standby letters of credit outstanding and borrowing availability was $2,582 million, which considers a further $270 million reduction due to inventory levels and its impact on the ABL borrowing base. 2023 2022 2021 Net cash provided by operating activities $ 1,305 $ 1,615 $ 2,712 Net cash used by investing activities (913) (1,169) (370) Net cash used by financing activities (220) (1,296) (2,381) Operating Activities Net cash provided by operating activities was $1,305 million in 2023 compared to $1,615 million in 2022.
As of February 1, 2025, borrowing capacity of the ABL Credit Facility was $2,856 million, which reflects a $144 million reduction due to standby letters of credit outstanding and borrowing availability was $2,459 million, which considers a further $397 million reduction due to inventory levels and its impact on the ABL borrowing base. 2024 2023 2022 Net cash provided by operating activities $ 1,278 $ 1,305 $ 1,615 Net cash used by investing activities (592) (913) (1,169) Net cash used by financing activities (413) (220) (1,296) Operating Activities Net cash provided by operating activities was $1,278 million in 2024 compared to $1,305 million in 2023.
Note 4 and Note 14 to the Financial Statements provide additional information on operating leases and other obligations, respectively. Investing Activities The Company's 2023 capital expenditures were $993 million, mainly driven by digital and technology investments, data and analytics, supply chain modernization and enhanced omni-channel capabilities.
Note 4 and Note 14 to the Financial Statements provide additional information on operating leases and other obligations, respectively. Investing Activities The Company's 2024 capital expenditures were $882 million, mainly driven by digital and technology investments as well as omni-channel capabilities.
The Board of Directors declared regular quarterly dividends of 16.54 cents per share on the Company's common stock, paid on April 3, 2023, July 3, 2023, October 2, 2023 and January 2, 2024, to Macy's, Inc. shareholders of record at the close of business on March 15, 2023, June 15, 2023, September 15, 2023 and December 15, 2023, respectively. 28 Table of Contents On February 23, 2024, the Company's Board of Directors declared a regular quarterly dividend of 17.37 cents per share on its common stock, payable April 1, 2024, to shareholders of record at the close of business on March 15, 2024.
The Board of Directors declared regular quarterly dividends of 17.37 cents per share on the Company's common stock, paid on April 1, 2024, July 1, 2024, October 1, 2024 and January 2, 2025, to Macy's, Inc. shareholders of record at the close of business on March 15, 2024, June 14, 2024, September 13, 2024 and December 13, 2024, respectively.
When a decision is made to permanently mark down merchandise, the resulting gross margin reduction is recognized in the period the markdown is recorded. 32 Table of Contents Long-Lived Asset Impairment and Restructuring Charges The carrying values of long-lived assets, inclusive of right of use (ROU) assets, are periodically reviewed by the Company whenever events or changes in circumstances indicate that the carrying value may not be recoverable, such as historical operating losses or plans to close stores before the end of their previously estimated useful lives.
Long-Lived Asset Impairment and Restructuring Charges The carrying values of long-lived assets, inclusive of right of use (ROU) assets, are periodically reviewed by the Company whenever events or changes in circumstances indicate that the carrying value may not be recoverable, such as historical operating losses or plans to close stores before the end of their previously estimated useful lives.
The Company discounted its future pension obligations using a weighted-average rate of 5.06% at February 3, 2024 and 4.73% at January 28, 2023 for the Pension Plan and 5.08% at February 3, 2024 and 4.74% at January 28, 2023 for the SERP.
The Company discounted its future pension obligations using a weighted-average rate of 5.52% at February 1, 2025 and 5.06% at February 3, 2024 for the Pension Plan and 5.54% at February 1, 2025 and 5.08% at February 3, 2024 for the SERP.
No funding contributions were required, and the Company made no funding contributions to the Pension Plan in 2023 and 2022. As of the date of this report, the Company does not anticipate making funding contributions to the Pension Plan in 2024. The calculation of pension expense and pension liabilities requires the use of a number of assumptions.
As of the date of this report, the Company does not anticipate making funding contributions to the Pension Plan in 2025. 32 Table of Contents The calculation of pension expense and pension liabilities requires the use of a number of assumptions.
The Company's future contractual obligations and commitments as it relates to financing activities as of February 3, 2024 are $3.0 billion of long-term debt obligations and $1.6 billion of related interest, $148 million of standby letters of credit and $21 million of finance lease obligations.
The Company's future contractual obligations and commitments as it relates to financing activities as of February 1, 2025 are $2.8 billion of long-term debt obligations, including the current portion of long-term debt of $6 million, and $1.4 billion of related interest, $144 million of standby letters of credit and $23 million of finance lease obligations.
The combined financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions within the Obligor Group eliminated. 29 Table of Contents Summarized Balance Sheet February 3, 2024 (in millions) ASSETS Current Assets $ 1,028 Noncurrent Assets 6,145 LIABILITIES Current Liabilities $ 1,800 Noncurrent Liabilities (a) 10,654 a) Includes net amounts due to non-Guarantor subsidiaries of $5,645 million Summarized Statement of Operations 2023 (in millions) Net Sales $ 962 Consignment commission income (a) 3,584 Other revenue 159 Cost of sales (457) Operating loss (1,837) Loss before income taxes (b) (1,325) Net loss (1,313) a) Income pertains to transactions with ABL Borrower, a non-Guarantor subsidiary b) Includes $874 million of dividend income from non-Guarantor subsidiaries Important Information Regarding Non-GAAP Financial Measures The Company reports its financial results in accordance with GAAP.
The combined financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions within the Obligor Group eliminated. 27 Table of Contents Summarized Balance Sheet February 1, 2025 (in millions) ASSETS Current Assets $ 1,160 Noncurrent Assets 5,727 LIABILITIES Current Liabilities $ 1,744 Noncurrent Liabilities (a) 6,493 a) Includes net amounts due to non-Guarantor subsidiaries of $1 million Summarized Statement of Operations 2024 (in millions) Net Sales $ 908 Consignment commission income (a) 3,452 Other revenue 163 Cost of sales (418) Operating loss (1,212) Loss before income taxes (b) (731) Net loss (357) a) Income pertains to transactions with ABL Borrower, a non-Guarantor subsidiary b) Includes $750 million of dividend income from non-Guarantor subsidiaries 28 Table of Contents Important Information Regarding Non-GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP).
For the Company's annual impairment assessment as of the end of fiscal May 2023 and 2022, the Company elected to perform a qualitative impairment test on its goodwill and intangible assets with indefinite lives and concluded that it is more likely than not that the fair values exceeded the carrying values and goodwill and intangible assets with indefinite lives were not impaired. 33 Table of Contents During the third quarter of fiscal 2023, the Company observed a general decline in the market valuation of the Company’s common shares and performed an interim qualitative impairment test on its reporting units.
For the Company's annual impairment assessment as of the end of fiscal May 2024 and 2023, the Company elected to perform a qualitative impairment test on its goodwill and intangible assets with indefinite lives and concluded that it is more likely than not that the fair values exceeded the carrying values and goodwill and intangible assets with indefinite lives were not impaired.
As of February 3, 2024, the Company held flat the assumed annual long-term rate of return for the Pension Plan's assets at 5.30% based on expected future returns on the portfolio of assets.
As of February 1, 2025, the Company increased the assumed annual long-term rate of return for the Pension Plan's assets to 5.50% based on expected future returns on the portfolio of assets.
Macy's, Inc. 53 Weeks Ended February 3, 2024 vs. 52 Weeks Ended January 28, 2023 52 Weeks Ended January 28, 2023 vs. 52 Weeks Ended January 29, 2022 52 Weeks Ended January 29, 2022 vs. 52 Weeks Ended January 30, 2021 Increase (decrease) in comparable sales on an owned basis (Note 1) (6.9) % 0.3 % 43.0 % Impact of growth in comparable sales of departments licensed to third parties (Note 2) 0.9 % 0.3 % (0.1) % Increase (decrease) in comparable sales on an owned plus licensed basis (6.0) % 0.6 % 42.9 % (1) Represents the period-to-period percentage change in net sales from stores in operation throughout the year presented and the immediately preceding year, adjusting for the 53rd week in fiscal 2023.
Increase (decrease) in comparable sales on an owned basis (Note 1) (2.0) % (6.9) % 0.3 % Impact of growth in comparable sales of departments licensed to third parties (Note 2) 1.1 % 0.9 % 0.3 % Increase (decrease) in comparable sales on an owned-plus-licensed-plus-marketplace basis (0.9) % (6.0) % 0.6 % 52 Weeks Ended February 1, 2025 Macy's Bloomingdale's Bluemercury Increase (decrease) in comparable sales on an owned basis (Note 1) (2.6) % 1.7 % 4.0 % Impact of departments licensed to third parties and marketplace sales (Note 2) 1.0 % 0.8 % — % Increase (decrease) in comparable sales on an owned-plus-licensed-plus-marketplace basis (1.6) % 2.5 % 4.0 % 29 Table of Contents 52 Weeks Ended February 1, 2025 Macy's, Inc. go forward business Macy's go-forward business Macy's First 50 locations Increase (decrease) in comparable sales on an owned basis (Note 1) (1.7) % (2.4) % 1.6 % Impact of departments licensed to third parties (Note 2) 1.1 % 1.1 % 0.2 % Increase (decrease) in comparable sales on an owned-plus-licensed basis (0.6) % (1.3) % 1.8 % (1) Represents the period-to-period percentage change in net sales from stores in operation for one full fiscal year presented and the immediately preceding year, adjusting for the 53rd week in fiscal 2023.
Subsequent dividends will be subject to approval of the Board of Directors, which will depend on market and other conditions. Stock Repurchases On February 22, 2022, the Company announced that its Board of Directors authorized a new $2.0 billion share repurchase program, which does not have an expiration date.
Stock Repurchases On February 22, 2022, the Company announced that its Board of Directors authorized a new $2.0 billion share repurchase program, which does not have an expiration date. During 2024 , the Company did not repurchase any shares of its common stock on the open market.
During 2023 , the Company repurchased approximately 1.4 million shares of its common stock at an average cost of $17.57 per share for $25 million. During 2022, the Company repurchased 24.0 million shares of its common stock at an average cost of $24.98 per share for $600 million .
During 2023, the Company repurchased 1.4 million shares of its common stock at an average cost of $17.57 per share for $25 million . As of February 1, 2025 , $1.4 billion remained available under the authorization.
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.
Liquidity and Capital Resources The Company's principal sources of liquidity are cash from operations, cash on hand and the asset-based credit facility described below. 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.
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. 31 Table of Contents 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. 2023 2022 2021 Net Income Diluted Earnings Per Share Net Income Diluted Earnings Per Share Net Income Diluted Earnings Per Share (millions, except per share data) As reported $ 105 $ 0.38 $ 1,177 $ 4.19 $ 1,430 $ 4.55 Impairment, restructuring and other costs 1,027 3.69 41 0.15 30 0.10 Settlement charges 134 0.48 39 0.14 96 0.31 Losses on early retirement of debt — — 31 0.11 199 0.63 Income tax impact of certain items identified above (293) (1.05) (29) (0.11) (87) (0.28) As adjusted $ 973 $ 3.50 $ 1,259 $ 4.48 $ 1,668 $ 5.31 EBITDA and Adjusted EBITDA The following is a tabular reconciliation of the non-GAAP financial measure EBITDA and Adjusted EBITDA to GAAP net income, which the Company believes to be the most comparable GAAP measure. 2023 2022 2021 (millions) Net income $ 105 $ 1,177 $ 1,430 Interest expense - net 135 162 255 Losses on early retirement of debt — 31 199 Federal, state and local income tax expense 19 341 436 Depreciation and amortization 897 857 874 EBITDA $ 1,156 $ 2,568 $ 3,194 Impairment, restructuring and other costs 1,027 41 30 Settlement charges 134 39 96 Adjusted EBITDA $ 2,317 $ 2,648 $ 3,320 Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with U.S. generally accepted accounting principles (U.S.
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. 2024 2023 2022 Net Income Diluted Earnings Per Share Net Income Diluted Earnings Per Share Net Income Diluted Earnings Per Share (millions, except per share data) As reported $ 582 $ 2.07 $ 45 $ 0.16 $ 1,146 $ 4.08 Impairment, restructuring and other costs 171 0.61 1,027 3.69 41 0.15 Settlement charges 46 0.16 134 0.48 39 0.14 Losses on early retirement of debt 1 — — — 31 0.11 Income tax impact of certain items identified above (55) (0.20) (293) (1.05) (29) (0.12) As adjusted $ 745 $ 2.64 $ 913 $ 3.28 $ 1,228 $ 4.36 30 Table of Contents EBITDA and Adjusted EBITDA The following is a tabular reconciliation of the non-GAAP financial measure EBITDA and Adjusted EBITDA to GAAP net income, which the Company believes to be the most comparable GAAP measure. 2024 2023 2022 (millions) Net income $ 582 $ 45 $ 1,146 Interest expense - net 115 135 162 Losses on early retirement of debt 1 — 31 Federal, state and local income tax expense (benefit) 181 (2) 331 Depreciation and amortization 881 897 857 EBITDA $ 1,760 $ 1,075 $ 2,527 Impairment, restructuring and other costs 171 1,027 41 Settlement charges 46 134 39 Adjusted EBITDA $ 1,977 $ 2,236 $ 2,607 Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with U.S. generally accepted accounting principles (U.S.
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.
We believe that our available cash, together with expected future cash generated from operations, the amount available under our credit facility, and credit available in the market will be sufficient to satisfy our anticipated needs for working capital, capital expenditures, and cash dividends for at least the next 12 months and the foreseeable future thereafter. 25 Table of Contents 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.
During fiscal 2023, the Company recognized impairment charges of $957 million primarily related to the approximately 150 locations planned for closure over the next three years as part of A Bold New Chapter strategy, and the remaining associated with corporate and other assets If the Company commits to a plan to dispose of a long-lived asset before the end of its previously estimated useful life or changes its use of corporate assets, estimated cash flows are revised accordingly, and the Company may be required to record an asset impairment charge.
If the Company commits to a plan to dispose of a long-lived asset before the end of its previously estimated useful life or changes its use of corporate assets, estimated cash flows are revised accordingly, and the Company may be required to record an asset impairment charge.
The charges recognized in 2022 primarily related to the write-off of capitalized software assets. 2023 2022 Benefit plan income, net $ 11 $ 20 The Company recorded non-cash net benefit plan income related to the Company's defined benefit plans.
The restructuring charges recognized in fiscal 2024 and 2023 consisted primarily of cash expenditures related to employee termination and severance charges. 2024 2023 Benefit plan income, net $ 16 $ 11 The Company recorded non-cash net benefit plan income related to the Company's defined benefit plans.
Strengthen the Macy's nameplate ◦ Rationalize store base: The Company identified approximately 150 underproductive Macy's locations for closure over the next three years (collectively, the "non-go-forward" locations), which will allow for monetization of assets at the non-go-forward locations and prioritization of investments in the approximately 350 remaining Macy's locations (collectively, the "go-forward" locations) where the Company believes it has the most opportunity to improve square footage productivity.
Closures are designed to allow for monetization of these non-go-forward locations and prioritization of investments in the approximately 350 remaining Macy's locations (collectively, the "go-forward" locations) where the Company believes it has the most opportunity to improve productivity.
For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results. 30 Table of Contents 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.
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.
The Company also opened nine new stores in 2023 across nameplates and formats, and continued to invest in its current stores. The Company expects capital expenditures to be approximately $875 million during 2024.
The Company also opened 32 new stores in 2024 across nameplates and formats and continued to invest in its current stores. The net cash used by investing activities were offset by $283 million of net proceeds from the disposition of assets. The Company expects capital expenditures to be approximately $800 million during 2025.
This determination can be made on an individual reporting unit or asset basis, and performance of the qualitative assessment may resume in a subsequent period.
This determination can be made on an individual reporting unit or asset basis, and performance of the qualitative assessment may resume in a subsequent period. 31 Table of Contents The quantitative impairment test involves estimating the fair value of each reporting unit and indefinite lived intangible asset and comparing these estimated fair values with the respective reporting unit or indefinite lived intangible asset carrying value.
As of February 3, 2024 , $1.4 billion remains 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.
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. 26 Table of Contents Debt Transactions The Company completed the following debt transactions in 2024: • On September 18, 2024, the Company completed a tender offer in which $221 million of certain senior notes and debentures were tendered for early settlement.
As of February 3, 2024, the Company's credit rating and outlook were as described in the table below: Moody's Standard & Poor's Fitch Long-term debt Ba1 BB+ BBB- Outlook Stable Stable Stable Guarantor Summarized Financial Information The Company has senior unsecured notes and senior unsecured debentures (collectively the Unsecured Notes) outstanding with an aggregate principal amount of $3,007 million outstanding as of February 3, 2024, with maturities ranging from 2025 to 2043.
Guarantor Summarized Financial Information The Company has senior unsecured notes and senior unsecured debentures (collectively the Unsecured Notes) outstanding with an aggregate principal amount of $2,785 million outstanding as of February 1, 2025, with maturities ranging from 2025 to 2043.
Owned average unit retail ("AUR") increased 5.1% from 2022, primarily driven by changes in product and category mix. 2023 2022 $ % to Net Sales $ % to Net Sales Credit card revenues, net $ 619 2.7 % $ 863 3.5 % Macy's Media Network, net 155 0.7 % 144 0.6 % Other revenue $ 774 3.4 % $ 1,007 4.1 % Proprietary credit card sales penetration 42.9 % 42.9 % The decrease in other revenues from 2022 to 2023 was driven by a $244 million, or 28% decrease, in credit card revenues.
Comparable sales growth at Macy’s First 50 locations, Bloomingdale’s, and Bluemercury was offset primarily by weakness in Macy’s non-First 50 locations and the digital channel. 2024 2023 $ % to Net Sales $ % to Net Sales Credit card revenues, net $ 537 2.4 % $ 619 2.7 % Macy's Media Network, net 176 0.8 % 155 0.7 % Other revenue $ 713 3.2 % $ 774 3.4 % Proprietary credit card sales penetration 41.6 % 42.9 % The decrease in other revenues from 2023 to 2024 was driven by a $82 million, or 13% decrease, in credit card revenues.
The decrease was primarily driven by lower adjusted EBITDA and working capital changes, partially offset by lower interest payments net of interest received and lower cash tax payments.
The decrease was primarily driven by lower earnings after excluding the non-cash adjustments, partially offset by working capital changes.
When a potential impairment has occurred, an impairment write-down is recorded if the carrying value of the long-lived asset exceeds its fair value. The Company believes its estimated cash flows are sufficient to support the carrying value of its long-lived assets. If estimated cash flows significantly differ in the future, the Company may be required to record asset impairment write-downs.
If estimated cash flows significantly differ in the future, the Company may be required to record additional asset impairment write-downs.
Macy Media Network grew $11 million, or 8% from 2022 . 2023 2022 Cost of sales $ (14,143) $ (15,306) As a percent to net sales 61.2 % 62.6 % Gross margin $ 8,949 $ 9,136 As a percent to net sales 38.8 % 37.4 % Gross margin rate and merchandise margin rate increased 140 basis points and 80 basis points, respectively, from 2022 to 2023.
Macy Media Network grew $21 million, or 14% from 2023 due to increased vendor engagement and higher advertiser and campaign counts. 2024 2023 Cost of sales $ (13,740) $ (14,224) As a percent to net sales 61.6 % 61.6 % Gross margin $ 8,553 $ 8,868 As a percent to net sales 38.4 % 38.4 % Gross margin rate remained flat from 2023 to 2024.
The $957 million non-cash asset impairment charge recognized in 2023 primarily related to the approximately 150 locations planned for closure over the next three years, and the remaining non-cash impairment charge is associated with corporate and other assets. The $55 million of cash restructuring charges recognized in 2023 consisted primarily of cash expenditures related to employee termination and severance charges.
The impairment charges recognized in fiscal 2024 and 2023 primarily relate to the approximately 150 locations planned for closure as part of the A Bold New Chapter Strategy and the remaining amount is associated with corporate and other assets.
Debt Transactions The Company borrowed and repaid $961 million under the ABL Credit Facility in 2023. The Company had no outstanding borrowings under the ABL Credit Facility as of February 3, 2024. At February 3, 2024, no notes or debentures contained provisions requiring acceleration of payment upon a debt rating downgrade.
At February 1, 2025, no notes or debentures contained provisions requiring acceleration of payment upon a debt rating downgrade.
The decrease in benefit plan income from 2022 to 2023 was mainly driven by a decrease in the plan asset returns and higher discount rates as a result of market conditions. 2023 2022 Settlement charges $ (134) $ (39) Settlement charges in 2023 were higher than 2022 as they primarily related to the transfer of fully funded pension obligations for certain retirees and beneficiaries through the purchase of a group annuity contract with an insurance company .
Settlement charges in 2023 were higher than 2024 as they primarily related to the transfer of fully funded pension obligations for certain retirees and beneficiaries through the purchase of a group annuity contract with an insurance company, which occurred in the second quarter of 2023 . 2024 2023 Net interest expense $ (115) $ (135) The 15% decrease in net interest expense, excluding losses on early retirement of debt, from 2023 to 2024 was primarily driven by an increase in interest income on investments. 2024 2023 Effective tax rate 23.7 % (4.7) % Federal income statutory rate 21 % 21 % In 2024 , income tax expense of $181 million, or 23.7% of pretax income, reflects a different effective tax rate as compared to the Company's federal income tax statutory rate of 21% driven primarily by the impact of state and local taxes.
The increase in SG&A expense as a percent to total revenue was driven by the decline in total revenue . 2023 2022 Gains on sale of real estate $ 61 $ 89 2023 asset sale gains primarily relate to the sale of eight properties, while 202 2 asset sale gains mainly consist of gains from the sale of six properties. 26 Table of Contents 2023 2022 Impairment, restructuring and other costs $ (1,027) $ (41) On February 27, 2024, the Company announced its new strategy, A Bold New Chapter, which is designed to return the Company to enterprise growth, unlock shareholder value, and better serve its customers.
The increase in SG&A expense as a percent to total revenue in 2024 was driven by the decline in total revenue compared to 2023 . 2024 2023 Gains on sale of real estate $ 144 $ 61 Asset sale gains in 2024 relate to the monetization of non-go-forward assets as part of the Company’s Bold New Chapter strategy while 2023 asset sale gains primarily relate to the sale of a distribution center and other properties . 1 Merchandise margin is defined as net sales less cost of sales less net delivery expense. 24 Table of Contents 2024 2023 Impairment, restructuring and other costs $ (171) $ (1,027) The $171 million and $1.0 billion of impairment, restructuring and other costs recognized in 2024 and 2023, respectively, primarily relate to actions that align with the Company's A Bold New Chapter strategy.
Comparable sales on an owned plus licensed basis decreased 6.0%, adjusted for the 53rd week in fiscal 2023. Net sales decreased for Macy's and Bloomingdale's, but grew for Bluemercury, and were impacted by a volatile macroeconomic environment as consumer spending in discretionary categories continued to be under pressure.
Net sales were impacted by ongoing macroeconomic conditions as well as the occurrence of a 53rd week in 2023, which contributed $252 million to 2023. Comparable sales on an owned-plus-licensed-plus-marketplace basis decreased 0.9%.
In 2022, income tax expense of $341 million, or 22.5% of pretax income, reflects a different effective tax rate as compared to the company's federal income tax statutory rate of 21% due to the impact of state and local taxes, partially offset by the benefit of state tax settlements. 27 Table of Contents Liquidity and Capital Resources The Company's principal sources of liquidity are cash from operations, cash on hand and the asset-based credit facility described below.
In 2023 , income tax benefit of $2 million, or 4.7% of pretax income, reflects a different effective tax rate as compared to the company's federal income tax statutory rate of 21% driven primarily by the reduced pretax income as a result of the impairment charges and state and local taxes.
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 "Forward-Looking Statements." Fiscal 2023 Overview Over the past several years, the Company has taken proactive actions to fortify its operations, including strengthening our balance sheet, managing expenses and improving inventory productivity.
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 "Forward-Looking Statements." Fiscal 2024 Overview and Company Strategy On February 27, 2024, the Company announced its new three-year strategy, A Bold New Chapter, which f irmly places energy and focus on the needs of our customer and is centered on an enhanced omni-channel shopping experience across all three of our nameplates .
This decrease was primarily driven by increased portfolio funding costs and higher credit losses, partially offset by higher finance charge income.
This decrease was primarily driven by higher net credit losses as compared to 2023 .
Removed
The dedicated work of our teams delivered a solid close to 2023 and provides a strong foundation for the Company to execute its new strategy, A Bold New Chapter, detailed further below. In evaluating 2023 performance, the Company considered its results against 2022.
Added
This strategy prioritizes improving the shopping environment and elevating the customer experience, while reallocating capital from underproductive Macy's stores to focus resources and investments on its go-forward enterprise.
Removed
Certain financial highlights are as follows: • Comparable sales, on a 52-week basis, decreased 6.9% on an owned basis and 6.0% on an owned-plus-licensed basis. • Other revenue, consisting of net credit card revenue and Macy's Media Network revenue, decreased $233 million to $774 million. • The gross margin rate was 38.8%, an increase of 140 basis points from 37.4%. • Selling, general & administrative (SG&A) expenses decreased $86 million to $8,375 million, or 35.1% of net sales, an increase of 190 basis points. • Net income was $105 million, a decrease from net income of $1,177 million.
Added
The Company viewed fiscal 2024 as a transition and investment year in its implementation of the three pillars within the A Bold New Chapter strategy, and has made progress as follows: • Strengthen and Reimagine Macy's nameplate ◦ Rationalize store base: The Company announced it had identified approximately 150 underproductive Macy's locations for closure (collectively, the "non-go-forward" locations).
Removed
Net income adjusted for impairment, restructuring and other costs, settlement charges, and losses on early retirement of debt (Adjusted net income) declined from $1,259 million to adjusted net income of $973 million. • Earnings before interest, taxes, depreciation and amortization excluding restructuring, impairment, store closings and other costs and settlement charges (Adjusted EBITDA) were $2,317 million, a decline from $2,648 million. • Diluted earnings per share were $0.38, compared to diluted earnings per share of $4.19.
Added
For the non-go-forward Macy's locations and distribution centers, the Company is thoughtfully and strategically approaching monetization to execute accretive transactions and is encouraged by the pace and quality of deal activity to date.
Removed
On an adjusted basis, diluted earnings per share were $3.50, compared to adjusted diluted earnings per share of $4.48. • Merchandise inventories were up 2% and inventory turnover decreased 2%.
Added
As a result, the Company closed 64 underproductive locations in fiscal 2024 versus its original expectations of roughly 50. ◦ Launch First 50 Locations: The First 50 locations are a key component of the A Bold New Chapter strategy.
Removed
See pages 31 to 33 for reconciliations of the non-GAAP financial measures presented above to the most comparable U.S. generally accepted accounting principles (GAAP) financial measures and other important information. 22 Table of Contents Company Strategy During 2023, the Company focused on its five growth vectors, introduced at the start of the fiscal year and representing strategic investments designed to target future long-term profitable sales growth.
Added
They served as pilots to test ideas with staffing initiatives, enhanced merchandising, visual presentation and eventing. ▪ The First 50 achieved its fourth consecutive quarter of comparable sales growth led by ready-to-wear, beauty and women's shoes which outperformed the rest of the fleet by about 320 basis points .
Removed
Items actioned under each growth vector in 2023 include, but are not limited to, the following: • Macy's private brand reimagination: In August 2023, Macy's launched On 34th, its first new private brand under the reimagination, with a strong customer response.
Added
Since the Fall, the Company tested staffing in women's shoes and/or handbags in roughly 100 additional go-forward Macy's locations, and these locations continued to outperform locations without similar investments during 2024.
Removed
Throughout 2023, Macy's refreshed I.N.C. in phases to further elevate the design strategy and fashion offering, and exited several heritage women's brands, including Alfani and Karen Scott. • Macy's and Bloomie's small formats: In 2023, the Company opened four additional Macy's small format locations and one additional Bloomie's location. • Digital marketplace: The Company launched Bloomingdale's marketplace in the second quarter of 2023 and continued to grow Macy's marketplace, ending the year with 120 brands and over 2,300 brands, respectively, at each nameplate. • Luxury: In 2023, Bloomingdale's celebrated 50 years of its iconic Big Brown Bag, added several exciting brands and launched key collaborations with engaging in-store and digital activations, including Barbie- and Wonka-themed takeovers of The Carousel @ Bloomingdale's.
Added
Performance of both the First 50 and 100 test doors illustrate that when investments are made in the customer experience, the Company can grow sales. ◦ Revitalize assortment: The merchandising team continued its assortment matrix evolution, including: ongoing private brand enhancements; adding more relevant national brands; scaling other brands to additional doors; and editing brands that no longer serve our customer. ◦ Grow digital: Digital continues to serve as both a gateway to the Macy's nameplate and a source of commerce and omni engagement.
Removed
The fourth quarter of 2023 marked Bluemercury's 12th consecutive quarter of comparable sales growth.
Added
Macy's improved its site navigation, search engine optimization and introduced a more competitive pricing algorithm and continues to focus on providing customers a better mobile experience . 21 Table of Contents • Accelerate luxury growth ◦ Bloomingdale's: Bloomingdale's achieved the strongest fourth quarter comparable sales growth in its history, contributing to the strong fiscal 2024 comparable sales increase of 2.5%.
Removed
It also unveiled two remodeled luxury stores in 2023 with elevated spa offerings and high-touch customer service, which serve as the foundation for future locations. • Personalized offers and communication: The digital and technology teams tested and learned throughout 2023, including the recent launch of several multi-touch communications. The Company anticipates moving from testing in 2023 to scaling in 2024.
Added
The Company had an exclusive Wicked partnership in the fourth quarter, garnering roughly 15 billion media impressions, which was three times higher than last year’s Holiday marketing campaign. This partnership, along with the From Italy with Love store-wide campaign in the Fall, are prime examples of customers response to Bloomingdale's unique product curation.
Removed
On February 27, 2024, the Company announced its new strategy, A Bold New Chapter, which is designed to return the Company to enterprise growth, unlock shareholder value, and better serve its customers. This new strategy builds on the five growth vectors, adds newly identified and stress-tested areas of opportunities, and is supported by the Company's financial disciplines.

… 40 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed4 unchanged
Biggest changeAt February 3, 2024, the Company was not a party to any derivative financial instruments and based on the Company's lack of market risk sensitive instruments outstanding at February 3, 2024, the Company has determined that there was no material market risk exposure to the Company's consolidated financial position, results of operations or cash flows as of such date.
Biggest changeAt February 1, 2025, the Company was not a party to any derivative financial instruments and based on the Company's lack of market risk sensitive instruments outstanding at February 1, 2025, the Company has determined that there was no material market risk exposure to the Company's consolidated financial position, results of operations or cash flows as of such date. 33 Table of Contents

Other M 10-K year-over-year comparisons