Macy's, Inc.
For the period ended Feb 1, 2025. Filed Mar 21, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 21, 2025
M$25.08+0.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this report:
- Financial Statements:
The list of financial statements required by this item is set forth in Item 8 “Financial Statements and Supplementary Data” and is incorporated herein by reference.
- Financial Statement Schedules:
All schedules are omitted because they are inapplicable, not required, or the information is included elsewhere in the Consolidated Financial Statements or the notes thereto.
- Exhibits:
| ExhibitNumber | Description | Document if Incorporated by Reference |
| 3.1 | Amended and Restated Certificate of Incorporation | Exhibit 3.1 to the Company's Current Report on Form 8-K filed May 18, 2010 |
| 3.1.1 | Certificate of Designations of Series A Junior Participating Preferred Stock | Exhibit 3.1.1 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 28, 1995 |
| 3.1.2 | Article Seventh of the Amended and Restated Certificate of Incorporation | Exhibit 3.1 to the Company's Current Report on Form 8-K filed May 24, 2011 |
| 3.2 | Amended and Restated By-Laws | Exhibit 3.2 to the Company's Current Report on Form 8-K filed October 31, 2022 |
| 4.1 | Indenture, dated as of January 15, 1991, among the Company (as successor to The May Department Stores Company (“May Delaware”)), Macy's Retail Holdings, Inc. (“Macy's Retail”) (f/k/a The May Department Stores Company (NY) or “May New York”) and The Bank of New York Mellon Trust Company, N.A. (“BNY Mellon”, successor to J.P. Morgan Trust Company and as successor to The First National Bank of Chicago), as Trustee (“1991 Indenture”) | Exhibit 4(2) to May New York's Current Report on Form 8-K filed January 15, 1991 |
| 4.1.1 | Guarantee of Securities, dated as of August 30, 2005, by the Company relating to 1991 Indenture | Exhibit 10.13 to the Company's Current Report on Form 8-K filed August 30, 2005 (“August 30, 2005 Form 8-K”) |
| 4.1.2 | First Supplemental Indenture to 1991 Indenture dated as of May 28, 2020 among Macy's Retail Holdings, Inc., a Delaware corporation (as successor to Macy's Retail Holdings, Inc., a New York corporation), Macy's, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee | Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020 (“May 2, 2020 Form 10-Q”) |
| 4.1.3 | Second Supplemental Indenture to 1991 Indenture dated as of June 3, 2020 among Macy's Retail Holdings, LLC, a Delaware limited liability company (as successor to Macy's Retail Holdings, Inc., a Delaware corporation), Macy's, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee | Exhibit 4.4 to May 2, 2020 Form 10-Q |
| 4.1.4 | Third Supplemental Indenture to 1991 Indenture dated as of June 26, 2020 among Macy's Retail Holdings, LLC, an Ohio limited liability company (as successor to Macy's Retail Holdings, LLC, a Delaware limited liability company), Macy's, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee | Exhibit 4.15 to May 2, 2020 Form 10-Q |
| ExhibitNumber | Description | Document if Incorporated by Reference |
| 4.1.5 | Fourth Supplemental Indenture to 1991 Indenture dated as of June 30, 2021 by and among Macy's Retail Holdings, LLC, Macy's, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee | Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended July 31, 2021 |
| 4.2 | Indenture, dated as of December 15, 1994, between the Company and U.S. Bank National Association (successor to State Street Bank and Trust Company and The First National Bank of Boston), as Trustee (“1994 Indenture”) | Exhibit 4.1 to the Company's Registration Statement on Form S-3 (Registration No. 33-88328) filed January 9, 1995 |
| 4.2.1 | Ninth Supplemental Indenture to 1994 Indenture, dated as of July 14, 1997, between the Company and U.S. Bank National Association (successor to State Street Bank and Trust Company and The First National Bank of Boston), as Trustee | Exhibit 3 to the Company's Current Report on Form 8-K filed July 15, 1997 |
| 4.2.2 | Tenth Supplemental Indenture to 1994 Indenture, dated as of August 30, 2005, among the Company, Macy's Retail and U.S. Bank National Association (as successor to State Street Bank and Trust Company and as successor to The First National Bank of Boston), as Trustee | Exhibit 10.14 to August 30, 2005 Form 8-K |
| 4.2.3 | Guarantee of Securities, dated as of August 30, 2005, by the Company relating to 1994 Indenture | Exhibit 10.16 to August 30, 2005 Form 8-K |
| 4.2.4 | Eleventh Supplemental Indenture to 1994 Indenture dated as of May 28, 2020 among Macy's Retail Holdings, Inc., a Delaware corporation (as successor to Macy's Retail Holdings, Inc., a New York corporation), Macy's, Inc. and U.S. Bank National Association, as Trustee | Exhibit 4.5 to May 2, 2020 Form 10-Q |
| 4.2.5 | Twelfth Supplemental Indenture to 1994 Indenture dated as of June 3, 2020 among Macy's Retail Holdings, LLC, a Delaware limited liability company (as successor to Macy's Retail Holdings, Inc., a Delaware corporation), Macy's, Inc. and U.S. Bank National Association, as Trustee | Exhibit 4.6 to May 2, 2020 Form 10-Q |
| 4.2.6 | Thirteenth Supplemental Indenture to 1994 Indenture dated as of June 24, 2020 among Macy's Retail Holdings, LLC, an Ohio limited liability company (as successor to Macy's Retail Holdings, LLC, a Delaware limited liability company), Macy's, Inc. and U.S. Bank National Association, as Trustee | Exhibit 4.16 to May 2, 2020 Form 10-Q |
| 4.3 | Indenture, dated as of June 17, 1996, among the Company (as successor to May Delaware), Macy's Retail (f/k/a May New York) and The Bank of New York Mellon Trust Company, N.A. (“BNY Mellon”, successor to J.P. Morgan Trust Company), as Trustee (“1996 Indenture”) | Exhibit 4.1 to the Registration Statement on Form S-3 (Registration No. 333-06171) filed June 18, 1996 by May Delaware |
| 4.3.1 | First Supplemental Indenture to 1996 Indenture, dated as of August 30, 2005, by and among the Company (as successor to May Delaware), Macy's Retail (f/k/a May New York) and BNY Mellon (successor to J.P. Morgan Trust Company, National Association), as Trustee | Exhibit 10.9 to August 30, 2005 Form 8-K |
| 4.3.2 | Second Supplemental Indenture to 1996 Indenture dated as of May 28, 2020 among Macy's Retail Holdings, Inc., a Delaware corporation (as successor to Macy's Retail Holdings, Inc., a New York corporation), Macy's, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee | Exhibit 4.7 to May 2, 2020 Form 10-Q |
| ExhibitNumber | Description | Document if Incorporated by Reference |
| 4.3.3 | Third Supplemental Indenture to 1996 Indenture dated as of June 3, 2020 among Macy's Retail Holdings, LLC, a Delaware limited liability company (as successor to Macy's Retail Holdings, Inc., a Delaware corporation), Macy's, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee | Exhibit 4.8 to May 2, 2020 Form 10-Q |
| 4.3.4 | Fourth Supplemental Indenture to 1996 Indenture dated as of June 26, 2020 among Macy's Retail Holdings, LLC, an Ohio limited liability company (as successor to Macy's Retail Holdings, LLC, a Delaware limited liability company), Macy's, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee | Exhibit 4.17 to May 2, 2020 Form 10-Q |
| 4.4 | Indenture, dated as of September 10, 1997, between the Company and U.S. Bank National Association (successor to Citibank, N.A.), as Trustee (“1997 Indenture”) | Exhibit 4.4 to the Company's Amendment No. 1 to Form S-3 (Registration No. 333-34321) filed September 11, 1997 |
| 4.4.1 | First Supplemental Indenture to 1997 Indenture, dated as of February 6, 1998, between the Company and U.S. Bank National Association (successor to Citibank, N.A.), as Trustee | Exhibit 2 to the Company's Current Report on Form 8-K filed February 6, 1998 |
| 4.4.2 | Third Supplemental Indenture to 1997 Indenture, dated as of March 24, 1999, between the Company and U.S. Bank National Association (successor to Citibank, N.A.), as Trustee | Exhibit 4.2 to the Company's Registration Statement on Form S-4 (Registration No. 333-76795) filed April 22, 1999 |
| 4.4.3 | Seventh Supplemental Indenture to 1997 Indenture, dated as of August 30, 2005 among the Company, Macy's Retail and U.S. Bank National Association (successor to Citibank, N.A.), as Trustee | Exhibit 10.15 to August 30, 2005 Form 8-K |
| 4.4.4 | Guarantee of Securities, dated as of August 30, 2005, by the Company relating to 1997 Indenture | Exhibit 10.17 to August 30, 2005 Form 8-K |
| 4.4.5 | Eighth Supplemental Indenture to 1997 Indenture dated as of May 28, 2020 among Macy's Retail Holdings, Inc., a Delaware corporation (as successor to Macy's Retail Holdings, Inc., a New York corporation), Macy's, Inc. and U.S. Bank National Association, as Trustee | Exhibit 4.9 to May 2, 2020 Form 10-Q |
| 4.4.6 | Ninth Supplemental Indenture to 1997 Indenture dated as of June 3, 2020 among Macy's Retail Holdings, LLC, a Delaware limited liability company (as successor to Macy's Retail Holdings, Inc., a Delaware corporation), Macy's, Inc. and U.S. Bank National Association, as Trustee | Exhibit 4.10 to May 2, 2020 Form 10-Q |
| 4.4.7 | Tenth Supplemental Indenture to 1997 Indenture dated as of June 24, 2020 among Macy's Retail Holdings, LLC, an Ohio limited liability company (as successor to Macy's Retail Holdings, LLC, a Delaware limited liability company), Macy's, Inc. and U.S. Bank National Association, as Trustee | Exhibit 4.18 to May 2, 2020 Form 10-Q |
| 4.5 | Indenture, dated as of July 20, 2004, among the Company (as successor to May Delaware), Macy's Retail (f/k/a May New York) and BNY Mellon, as Trustee (“2004 Indenture”) | Exhibit 4.1 to Current Report on Form 8-K (File No. 001-00079) filed July 22, 2004 by May Delaware |
| 4.5.1 | First Supplemental Indenture to 2004 Indenture, dated as of August 30, 2005 among the Company (as successor to May Delaware), Macy's Retail and BNY Mellon (successor to J.P. Morgan Trust Company, National Association), as Trustee | Exhibit 10.10 to August 30, 2005 Form 8-K |
| ExhibitNumber | Description | Document if Incorporated by Reference |
| 4.6 | Indenture, dated as of November 2, 2006, by and among Macy's Retail, the Company and U.S. Bank National Association, as Trustee (“2006 Indenture”) | Exhibit 4.6 to the Company's Registration Statement on Form S-3ASR (Registration No. 333-138376) filed November 2, 2006 |
| 4.6.1 | Third Supplemental Indenture to 2006 Indenture, dated March 12, 2007, among Macy's Retail, the Company and U.S. Bank National Association, as Trustee | Exhibit 4.2 to the Company's Current Report on Form 8-K filed March 12, 2007 |
| 4.6.2 | Seventh Supplemental Indenture to 2006 Indenture dated as of May 28, 2020 among Macy's Retail Holdings, Inc., a Delaware corporation (as successor to Macy's Retail Holdings, Inc., a New York corporation), Macy's, Inc. and U.S. Bank National Association, as Trustee | Exhibit 4.11 to May 2, 2020 Form 10-Q |
| 4.6.3 | Eighth Supplemental Indenture to 2006 Indenture dated as of June 3, 2020 among Macy's Retail Holdings, LLC, a Delaware limited liability company (as successor to Macy's Retail Holdings, Inc., a Delaware corporation), Macy's, Inc. and U.S. Bank National Association, as Trustee | Exhibit 4.12 to May 2, 2020 Form 10-Q |
| 4.6.4 | Ninth Supplemental Indenture to 2006 Indenture dated as of June 24, 2020 among Macy's Retail Holdings, LLC, an Ohio limited liability company (as successor to Macy's Retail Holdings, LLC, a Delaware limited liability company), Macy's, Inc. and U.S. Bank National Association, as Trustee | Exhibit 4.19 to May 2, 2020 Form 10-Q |
| 4.7 | Indenture, dated as of January 13, 2012, among Macy's Retail, the Company and BNY Mellon, as Trustee ("2012 Indenture") | Exhibit 4.1 to the Company's Current Report on Form 8-K filed January 13, 2012 (“January 13, 2012 Form 8-K”) |
| 4.7.1 | Second Supplemental Trust Indenture to 2012 Indenture, dated as of January 13, 2012, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee | Exhibit 4.3 to January 13, 2012 Form 8-K |
| 4.7.2 | Fourth Supplemental Trust Indenture, dated as of November 20, 2012, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee | Exhibit 4.3 to the Company's Current Report on Form 8-K filed November 20, 2012 |
| 4.7.3 | Seventh Supplemental Trust Indenture, dated as of November 18, 2014, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee | Exhibit 4.2 to the Company's Current Report on Form 8-K filed November 18, 2014 |
| 4.7.4 | Eighth Supplemental Indenture to 2012 Indenture dated as of May 28, 2020 among Macy's Retail Holdings, Inc., a Delaware corporation (as successor to Macy's Retail Holdings, Inc., a New York corporation), Macy's, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee | Exhibit 4.13 to May 2, 2020 Form 10-Q |
| 4.7.5 | Ninth Supplemental Indenture to 2012 Indenture dated as of June 3, 2020 among Macy's Retail Holdings, LLC, a Delaware limited liability company (as successor to Macy's Retail Holdings, Inc., a Delaware corporation), Macy's, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee | Exhibit 4.14 to May 2, 2020 Form 10-Q |
| 4.7.6 | Tenth Supplemental Indenture to 2012 Indenture dated as of June 26, 2020 among Macy's Retail Holdings, LLC, an Ohio limited liability company (as successor to Macy's Retail Holdings, LLC, a Delaware limited liability company), Macy's, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee | Exhibit 4.20 to May 2, 2020 Form 10-Q |
| ExhibitNumber | Description | Document if Incorporated by Reference |
| 4.8 | Indenture, dated as of July 28, 2020, among Macy's Retail Holdings, LLC, as issuer, Macy's, Inc., as guarantor, and U.S. Bank National Association, as trustee and collateral trustee, relating to Macy's Retail Holdings, LLC's 6.65% Senior Secured Debentures due 2024, 6.7% Senior Secured Debentures due 2028, 8.75% Senior Secured Debentures due 2029, 7.875% Senior Secured Debentures due 2030, 6.9% Senior Secured Debentures due 2032 and 6.7% Senior Secured Debentures due 2034 | Exhibit 4.1 to the Company's Current Report on Form 8-K filed July 28, 2020 (“July 28, 2020 Form 8-K”) |
| 4.8.1 | Form of 6.65% Senior Secured Debentures due 2024, 6.7% Senior Secured Debentures due 2028, 8.75% Senior Secured Debentures due 2029, 7.875% Senior Secured Debentures due 2030, 6.9% Senior Secured Debentures due 2032 and 6.7% Senior Secured Debentures due 2034 | Exhibit A to Exhibit 4.1 to July 28, 2020 Form 8-K |
| 4.8.2 | Fifth Supplemental Trust Indenture to 1996 Indenture, dated as of July 10, 2020, among Macy's Retail Holdings, LLC, as issuer, Macy's, Inc. as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Macy's Retail Holdings, LLC's 6.65% Senior Debentures due 2024, 6.7% Senior Debentures due 2028, 8.75% Senior Debentures due 2029, 7.875% Senior Debentures due 2030, 6.9% Senior Debentures due 2032 and 6.7% Senior Debentures due 2034 | Exhibit 4.3 to July 28, 2020 Form 8-K |
| 4.9 | Indenture, dated as of March 17, 2021, by and among Macy's Retail Holdings, LLC, as issuer, Macy's, Inc., as guarantor and U.S. Bank National Association, as trustee, relating to Macy's Retail Holdings, LLC's 5.875% Senior Notes due 2029 | Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 17, 2021 |
| 4.10 | Indenture, dated as of March 10, 2022, by and among Macy's Retail Holdings, LLC, as issuer, Macy's, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, relating to Macy's Retail Holdings, LLC's 5.875% Senior Notes due 2030 | Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 10, 2022 |
| 4.11 | Indenture, dated as of March 10, 2022, by and among Macy's Retail Holdings, LLC, as issuer, Macy's, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, relating to Macy's Retail Holdings, LLC's 6.125% Senior Notes due 2032 | Exhibit 4.2 to the Company's Current Report on Form 8-K filed March 10, 2022 |
| 4.12 | Description of the Company's Securities Registered under Section 12 of the Securities Exchange Act of 1934 | Exhibit 4.8 to the Company's Annual Report on Form 10-K (File No. 1-135360) for the fiscal year ended February 1, 2020 (“2019 Form 10-K”) |
| 10.1 | Credit Agreement, dated as of June 8, 2020, among Macy's Inventory Funding LLC, as the Borrower, Macy's Inventory Holdings LLC, as Parent, Bank of America, N.A., as Agent, L/C Issuer and Swing Line Lender, the other lenders party thereto, BofA Securities, Inc., Credit Suisse Loan Funding LLC, JPMorgan Chase Bank, N.A., Fifth Third Bank, National Association, MUFG Union Bank, N.A., PNC Capital Markets LLC and Wells Fargo Bank, National Association, as Joint Lead Arrangers and Joint Bookrunners, Credit Suisse Loan Funding LLC and JPMorgan Chase Bank, N.A., as Co-Syndication Agents and Fifth Third Bank, National Association, MUFG Union Bank, N.A., PNC Bank, National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents | Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 9, 2020 |
| ExhibitNumber | Description | Document if Incorporated by Reference |
| 10.1.1 | Third Amendment to Credit Agreement, dated as of March 3, 2022, by and among Macy's Inventory Funding LLC, Macy's Inventory Holdings LLC, the lenders party thereto and Bank of America, N.A., as agent, l/c issuer and swing line lender | Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 3, 2022 |
| 10.2 | Credit Agreement, dated as of May 9, 2019, among the Company, Macy's Retail and Bank of America, N.A., as administrative agent | Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 15, 2019 (“May 15, 2019 Form 8-K”) |
| 10.2.1 | Amendment No. 1 to Credit Agreement dated as of June 8, 2020 among Macy's Retail Holdings, LLC, a Delaware limited liability company (f/k/a Macy's Retail Holdings, Inc.), as Borrower, Macy's, Inc., a Delaware corporation, as Parent, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent | Exhibit 10.2 to June 9, 2020 Form 8-K |
| 10.4 | Guarantee Agreement, dated as of May 9, 2019, among the Company, Macy's Retail and Bank of America, N.A., as administrative agent | Exhibit 10.2 to May 15, 2019 Form 8-K |
| 10.5 | Tax Sharing Agreement, dated as of October 31, 2014, among Macy's, Inc. and members of the Affiliated Group | Exhibit 10.7 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 31, 2015 (“2014 Form 10-K”) |
| 10.6+ | Amended and Restated Credit Card Program Agreement, dated November 10, 2014, among the Company, FDS Bank, Macy's Credit and Customer Services, Inc., Macy's West Stores, Inc., Bloomingdale's, Inc., Department Stores National Bank and Citibank, N.A. | Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed December 8, 2014 |
| 10.6.1+ | Sixth Amendment to Amended and Restated Credit Card Program Agreement, dated as of December 13, 2021, by and among Macy's, Inc., FDS Bank, Macy's Credit and Consumer Services, Inc., Bloomingdale's, LLC, and solely with respect to Section 2.1(a) FDS Thrift Holding Co., Inc., Department Stores National Bank and Citibank, N.A. | Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 13, 2021 |
| 10.7 | Senior Executive Incentive Compensation Plan, as amended March 26, 2020 * | Exhibit 10.3 to May 2, 2020 Form 10-Q |
| 10.8 | Form of Indemnification Agreement * | Exhibit 10.14 to the Registration Statement on Form 10 (File No. 1-10951), filed November 27, 1991 |
| 10.9 | Executive Severance Plan, effective November 1, 2009, as revised and restated January 1, 2014 * | Exhibit 10.14 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended February 1, 2014 (“2013 Form 10-K”) |
| 10.9.1 | Senior Executive Severance Plan, effective as of April 1, 2018, as revised and restated March 29, 2023 * | Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended April 29, 2023 (“April 29, 2023 Form 10-Q”) |
| 10.10 | Form of Nonqualified Stock Option Agreement under the 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees) * | Exhibit 10.15.3 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended February 2, 2013 ("2012 Form 10-K") |
| 10.10.1 | Form of Nonqualified Stock Option Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees) * | Exhibit 10.14.4 to 2014 Form 10-K |
| 10.10.2 | Form of Nonqualified Stock Option Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees), as amended * | Exhibit 10.10.5 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended February 3, 2018 ("2017 Form 10-K") |
| ExhibitNumber | Description | Document if Incorporated by Reference |
| 10.10.3 | Form of Stock Option Terms and Conditions under the 2018 Equity and Incentive Compensation Plan * | Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 4, 2019 |
| 10.11 | Form of Time-Based Restricted Stock Agreement under the 2009 Omnibus Incentive Compensation Plan * | Exhibit 10.3 to the Company's Current Report on Form 8-K filed March 25, 2010 |
| 10.12 | 2022-2024 Performance-Based Restricted Stock Unit Terms and Conditions under the 2021 Equity and Incentive Compensation Plan* | Exhibit 10.2+ to the Company's Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended April 30, 2022 |
| 10.12.1 | 2023-2025 Performance-Based Restricted Stock Unit Terms and Conditions under the 2021 Equity and Incentive Compensation Plan* | Exhibit 10.2+ to the April 29, 2023 Form 10-Q |
| 10.12.2 | 2024-2026 Performance-Based Restricted Stock Unit Terms and Conditions under the 2021 Equity and Incentive Compensation Plan* | Exhibit 10.1+ to the Company’s Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 4, 2024 |
| 10.12.3 | 2024-2028 Performance-Based Restricted Stock Unit Terms and Conditions under the 2021 Equity and Incentive Compensation Plan* | Exhibit 10.2+ to the Company’s Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 4, 2024 |
| 10.13 | Form of Time-Based Restricted Stock Unit Agreement under the 2009 Omnibus Incentive Compensation Plan* | Exhibit 10.19 to 2012 Form 10-K |
| 10.13.1 | Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan * | Exhibit 10.18.1 to 2014 Form 10-K |
| 10.13.2 | Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan, as amended * | Exhibit 10.13.3 to 2017 Form 10-K |
| 10.13.3 | Form of Time-Based Restricted Stock Unit Terms and Conditions under the 2018 Equity and Incentive Compensation Plan * | Exhibit 10.3 to the May 4, 2010 Form 10-Q |
| 10.13.4 | Form of Time-Based Restricted Stock Unit Terms and Conditions under the 2021 Equity and Incentive Compensation Plan* | Exhibit 10.3 to the April 29, 2023 Form 10-Q |
| 10.14 | Supplementary Executive Retirement Plan * | Exhibit 10.29 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 31, 2009 (“2008 Form 10-K”) |
| 10.14.1 | First Amendment to the Supplementary Executive Retirement Plan effective January 1, 2012 * | Exhibit 10.21.1 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 28, 2012 |
| 10.14.2 | Second Amendment to Supplementary Executive Retirement Plan effective January 1, 2012 * | Exhibit 10.20.2 to 2012 Form 10-K |
| 10.14.3 | Third Amendment to Supplementary Executive Retirement Plan effective December 31, 2013 * | Exhibit 10.20.3 to 2013 Form 10-K |
| 10.15.1 | First Amendment to Executive Deferred Compensation Plan effective December 31, 2013 * | Exhibit 10.21.1 to 2013 Form 10-K |
| 10.16 | Macy's, Inc. 401(k) Retirement Investment Plan (the "Plan") (amending and restating the Macy's, Inc. 401(k) Retirement Investment Plan) effective as of January 1, 2014 * | Exhibit 10.22 to 2013 Form 10-K |
| ExhibitNumber | Description | Document if Incorporated by Reference |
| 10.16.1 | First Amendment to the Plan regarding matching contributions with respect to the Plan's plan years beginning on and after January 1, 2014, effective January 1, 2014 * | Exhibit 10.21.1 to 2014 Form 10-K |
| 10.16.2 | Second Amendment to the Plan regarding marriage status, effective January 1, 2014 * | Exhibit 10.21.2 to 2014 Form 10-K |
| 10.16.3 | Third Amendment to the Plan regarding matching contributions with respect to the Plan's plan years beginning on and after January 1, 2014 * | Exhibit 10.21.3 to 2014 Form 10-K |
| 10.16.4 | Fourth Amendment to the Plan regarding rules applicable to Puerto Rico participants effective January 1, 2011 (and for the Plan's plan years beginning on and after that date)* | Exhibit 10.17.4 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 30, 2016 ("2015 Form 10-K") |
| 10.16.5 | Fifth Amendment to the Plan regarding eligible associates to participate (pre-tax deferrals only, no match) immediately upon hire effective as of January 1, 2014* | Exhibit 10.17.5 to 2015 Form 10-K |
| 10.18 | Macy's, Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan * | Appendix B to the Company's Definitive Proxy Statement dated April 2, 2014 |
| 10.19 | Macy's, Inc. 2018 Equity and Incentive Compensation Plan * | Appendix B to the Company's Definitive Proxy Statement dated April 4, 2018 |
| 10.20 | Macy's, Inc. 2021 Equity and Incentive Compensation Plan* | Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed April 6, 2021 |
| 10.21 | Macy’s, Inc. 2024 Equity and Incentive Compensation Plan* | Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-279923) filed June 3, 2024 |
| 10.22 | Macy's, Inc. Deferred Compensation Plan (Amended and restated effective as of August 1, 2018) * | Exhibit 10.18 to 2019 Form 10-K |
| 10.23 | Change in Control Plan, effective November 1, 2009, as revised and restated effective April 28, 2020 * | |
| 10.24 | Time Sharing Agreement between Macy’s, Inc. and Tony Spring, dated February 5, 2024* | Exhibit 10.24 to the Company’s Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended February 3, 2024 |
| 10.25 | Macy's, Inc. Employee Stock Purchase Plan* | Exhibit 99.1 to the Company's Registration Statement on Form S-8 (Registration No. 333-265177) filed May 24, 2022 |
| 19 | Macy’s, Inc. Insider Trading Policy | |
| 21 | Subsidiaries | |
| 22 | List of Subsidiary Guarantors | Exhibit 22 to the Company’s Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 28, 2023 |
| 23 | Consent of KPMG LLP | |
| 24 | Powers of Attorney | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| ExhibitNumber | Description | Document if Incorporated by Reference |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification by Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act | |
| 97 | Macy's, Inc. Compensation Clawback Policy, effective October 2, 2023 | Exhibit 97 to the Company’s Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended February 3, 2024 |
| 101 | The following financial statements from Macy's, Inc.'s Annual Report on Form 10-K for the year ended February 1, 2025, filed March 21, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged as block of text and in detail. | |
| 104 | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101) |
- Portions of the exhibit have been omitted pursuant to a request for confidential treatment or because it is both not material and is of the type the registrant treats as confidential.
*Constitutes a compensatory plan or arrangement.
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