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Macy's, Inc.

For the period ended Nov 1, 2025. Filed Dec 10, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Nov 1, 2025 · Filed Dec 10, 2025

M$23.08-4.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-08-02; filed 2025-09-10.

0000794367-25-000145

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-11-01; filed 2025-12-10.

0001628280-25-056323

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 86 previous paragraphs and 90 current paragraphs.

41 unchanged; 38 reworded; 8 added; 6 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 26 previous and 26 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (8)

Current report

◦Revitalize assortment: Our assortment matrix evolution continues to gain traction as we elevate our product curation to deliver a more compelling mix of newness and fashion. Our merchants continue to be focused on clarity of offering, enhanced variety and reduced redundancies. Our strong balance sheet, large addressable market, and loyal customer base are attractive differentiators to brands and partners. Recently, we introduced Rodd & Gunn, Reiss and Prada Beauty, and expanded Barbour, Mackenzie Childs and MFK. Our off-price concept, Backstage, and Macy's Marketplace remained strong. Backstage and Marketplace fill white space in our assortments and help us maintain loyal customers seeking more price and brand variety.

Current report

◦Bloomingdale's: Bloomingdale's achieved its highest owned-plus-licensed-plus-marketplace ("O+L+M") comparable sales growth in 13 quarters and sequential improvement in its net promoter score. From a category perspective, ready-to-wear, men's apparel, fine jewelry, shoes and tabletop were standout contributors to this performance. We introduced a number of designer brands in the third quarter, including Totême, TWP, Zimmermann, Victoria Beckham, Christian Louboutin and Roger Vivier. Bloomingdale's is known for its special capsules and exclusive partnerships, which build brand excitement and support increased visits to our stores and online, and serves as a house of discovery, providing an experience that is vibrant, inviting, original and anchored on exceptional customer service.

Current report

Comparison of the Third Quarter of 2025 and the Third Quarter of 2024

Current report

Gross margin rate declined 20 basis points in the third quarter of 2025 compared to the third quarter of 2024. This decline was driven by an approximate 50 basis point tariff impact, offset by tariff mitigation efforts and increases in traffic and AUR related to favorable inventory mix shift and positive customer response to newness in inventory classifications.

Current report

Comparison of the 39 Weeks Ended November 1, 2025 and November 2, 2024

Current report

Asset sale gains in both 2025 and 2024 primarily reflect the monetization of non-go-forward store locations.

Current report

•On August 28, 2025 the Company redeemed $194 million aggregate principal amount of senior notes and debentures, related to the July 29, 2025 debt transactions.
Removed paragraphs (6)

Previous report

◦Revitalize assortment: Our assortment matrix evolution continues to gain traction. As one of our vendors' largest partners, we receive compelling product from the brands our customers are asking for, such as Coach, Donna Karan, Levi’s and Ralph Lauren, all of which have thrived at Macy's. We have been attracting new partners, including abercrombie kids, expanding distribution of existing labels such as Sam Edelman, Hugo Boss and Good American, and continuing to update our private brand assortments. Our off-price concept, Backstage, and Macy's Marketplace remained strong. Backstage and Marketplace fill white space in our assortments and help us maintain loyal customers seeking more price and brand variety.

Previous report

◦Bloomingdale's: Bloomingdale's achieved its highest second quarter sales and net promoter score on record. During the second quarter, ready-to-wear, fine jewelry, fragrance and tabletop performance were standout contributors to this performance. Bloomingdale's is also known for its special capsules and exclusive partnerships, which build brand excitement and support increased visits to our stores and online. This summer, we had takeover events by contemporary brands MOTHER and STAUD and introduced our latest limited-edition AQUA collaboration, Aqua X Ava Phillippe.

Previous report

Comparison of the Second Quarter of 2025 and the Second Quarter of 2024

Previous report

Comparison of the 26 Weeks Ended August 2, 2025 and August 3, 2024

Previous report

Asset sale gains in 2025 reflect the monetization of store locations and right-sizing of the Company's supply chain network while asset sale gains in 2024 mainly related to the sale of one Macy's Furniture location.
Reworded paragraphs (38)

Previous wording

For purposes of the following discussion, all references to "second quarter of 2025" and "second quarter of 2024" are to the Company's 13-week fiscal periods ended August 2, 2025 and August 3, 2024, respectively. References to the "first half of 2025" or "2025" and the "first half of 2024" or "2024" are to the Company's 26-week fiscal periods ended August 2, 2025 and August 3, 2024, respectively.

Current wording

For purposes of the following discussion, all references to "third quarter of 2025" and "third quarter of 2024" are to the Company's 13-week fiscal periods ended November 1, 2025 and November 2, 2024, respectively. References to "2025" and "2024" are to the Company's 39-week fiscal periods ended November 1, 2025 and November 2, 2024, respectively.

Previous wording

The Company is in its second year of the execution of its strategy, A Bold New Chapter, whichf irmly places energy and focus onthe needs of our customer and is centered on an enhanced omni-channel shopping experience across all three of our nameplates. This strategy prioritizes improving the shopping environment and elevating the customer experience, while closing underproductive Macy's stores to focus resources and investments on its go-forward enterprise. During the second quarter of 2025, the Company continued to make progress on the three pillars within the Bold New Chapter strategy, as follows:

Current wording

The Company is in its second year of the execution of its strategy, A Bold New Chapter, whichf irmly places energy and focus onthe needs of our customer and is centered on an enhanced omni-channel shopping experience across all three of our nameplates. This strategy prioritizes improving the shopping environment and elevating the customer experience, while closing underproductive Macy's stores to focus resources and investments on its go-forward enterprise. During the third quarter of 2025, the Company continued to make progress on the three pillars within the Bold New Chapter strategy, as follows:

Previous wording

◦Reimagine 125 Locations: In early February 2025, we overlaid successful initiatives from the First 50 locations to an additional 75 stores for a total 125 reimagined Macy's locations. The additional 75 stores have continued emphasis on customer experience, and build on learnings from the first year of our Bold New Chapter strategy. The Reimagine 125 locations continued to outperform the rest of the Macy's fleet in the second quarter of 2025. Customers are responding well to elevated merchandise, more effective staffing and localized events as we continue to see stronger Reimagine 125 performance in traffic, average order value and net promoter scores relative to the broader nameplate.

Current wording

◦Reimagine 125 Locations: In early February 2025, we overlaid successful initiatives from the First 50 locations to an additional 75 stores for a total of 125 reimagined Macy's locations. The additional 75 stores have continued emphasis on customer experience, and build on learnings from the first year of our Bold New Chapter strategy. The Reimagine 125 locations continued to outperform the rest of the Macy's fleet in the third quarter of 2025. These locations are now better organized, easier to shop and have a more compelling visual presentation. Within each category we are driving higher interest and engagement through increased differentiation. We are carving out floor space to leverage new trends while maintaining a presence in existing categories and brands.

Previous wording

◦Macy's delivered its strongest second quarter net promoter score on record.

Current wording

◦Customer Experience: Macy's delivered its highest third quarter net promoter score on record.

Previous wording

◦Bluemercury: Bluemercury achieved its 18th consecutive quarter of comparable sales growth. Results were driven by dermatological skincare and recent brand launches including Byredo, Victoria Beckham Beauty and Charlotte Tilbury.

Current wording

◦Bluemercury: Bluemercury achieved another quarter of comparable sales growth. Results continued to be driven by dermatological skincare and expanded brand partnerships including Parfums de Marly, Byredo and Sisley-Paris.

Previous wording

◦Efforts to drive meaningful change for our customers, and operational and financial performance, continue to progress. We are finding efficiencies through automation, resource optimization and streamlining of processes and are continuing to explore practical applications of artificial intelligence and machine-based learning. Our end-to-end work gives us the ability to invest in our growth ambitions, while simplifying our business model.

Current wording

◦Efforts to drive meaningful change for our customers, and operational and financial performance, continue to progress. We opened our new state-of-the-art fulfillment and store replenishment center, China Grove, which incorporates automation, robotics and artificial intelligence into our delivery ecosystem. The facility helps modernize and strengthen our supply chain and provides us the opportunity to increase accuracy and timeliness of deliveries and further reduce our delivery costs. Our end-to-end work gives us the ability to invest in our growth ambitions, while simplifying our business model.

Previous wording

Comparable sales highlights for the second quarter of 2025 versus the second quarter of 2024 related to components of A Bold New Chapter strategy are as follows:

Current wording

Comparable sales highlights for the third quarter of 2025 versus the third quarter of 2024 related to components of A Bold New Chapter strategy are as follows:

Previous wording

•Macy's, Inc. comparable sales were up 0.8% on an owned basis and up 1.9% on an owned-plus-licensed-plus-marketplace ("O+L+M") basis.

Current wording

•Macy's, Inc. comparable sales were up 2.5% on an owned basis and up 3.2% on an O+L+M basis.

Previous wording

◦Macy's, Inc. go-forward business comparable sales, inclusive of go-forward locations and digital across nameplates, were up 1.1% on an owned basis andup 2.2% on an O+L+M basis.

Current wording

◦Macy's, Inc. go-forward business comparable sales, inclusive of go-forward locations and digital across nameplates, were up 2.7% on an owned basis andup 3.4% on an O+L+M basis.

Previous wording

◦Macy's comparable sales were up 0.4% on an owned basis andwere up 1.2% on an O+L+M basis. Macy's go-forward business comparable sales, inclusive of Macy’s go-forward locations and digital, were up 0.7% on an owned basis and up 1.5% on an O+L+M basis.

Current wording

◦Macy's comparable sales were up 1.4% on an owned basis andwere up 2.0% on an O+L+M basis. Macy's go-forward business comparable sales, inclusive of Macy’s go-forward locations and digital, were up 1.7% on an owned basis and up 2.3% on an O+L+M basis.

Previous wording

•Reimagine 125 locations comparable sales, included within Macy's go-forward business comparable sales, were up 1.1% on an owned basis andup 1.4%on an O+L+M basis.

Current wording

•Reimagine 125 locations comparable sales, included within Macy's go-forward business comparable sales, were up 2.3% on an owned basis andup 2.7%on an owned plus licensed basis.

Previous wording

◦Bloomingdale'scomparable sales increased 3.6% on an owned basis and increased 5.7% on an owned-plus-licensed-plus-marketplace basis.

Current wording

◦Bloomingdale'scomparable sales increased 8.8% on an owned basis and increased 9.0% on an owned-plus-licensed-plus-marketplace basis.

Previous wording

◦Bluemercury comparable sales increased 1.2% on an owned basis.

Current wording

◦Bluemercury comparable sales increased 1.1% on an owned basis.

Previous wording

See pages 26 to 28 for reconciliations of the supplemental non-GAAP financial measures to their most comparable GAAP financial measure and for other important information.

Current wording

See pages 27 to 30 for reconciliations of the supplemental non-GAAP financial measures to their most comparable GAAP financial measure and for other important information.

Previous wording

Net sales for the second quarter of 2025 decreased $125 million, or 2.5%, compared to the second quarter of 2024. The decline was mainly due to the closing of 64 non-go-forward locations last year, which contributed to approximately $170 million of the decline in net sales. Excluding the impact of these store closures, net sales grew 0.9%, which was driven by sales growth at Bloomingdale’s and Bluemercury. At Macy's, comparable sales of women’s contemporary and career, as well as men’s tailored clothing, outperformed the second quarter of 2024. In addition, fine jewelry, watches, textiles and mattresses continued to experience strong demand.

Current wording

Net sales for the third quarter of 2025 decreased $29 million, or 0.6%, compared to the third quarter of 2024. The decline was due to the closing of 64 non-go-forward locations last year, which contributed to approximately $160 million of the decline in net sales. Excluding the impact of these store closures, net sales grew 2.9%, which was driven by sales growth at all three nameplates. At Macy's, sequential improvement across all lines of business was realized in the third quarter of 2025, with fine jewelry and watches, handbags, men's career, and ready-to wear, outperforming the total Macy's comparable store sales, while active categories were softer compared to the third quarter of 2024.

Previous wording

The increase in other revenues compared to the second quarter of 2024 included a $28 million increase in credit card revenues which was primarily driven by a strong credit portfolio and continued active management of net credit card losses. Macy's Media Network revenues were flat to the second quarter of 2024.

Current wording

The increase in other revenues compared to the third quarter of 2024 was due to a $38 million increase in credit card revenues which continued to be driven by a strong credit portfolio and active management of net credit loss. Macy's Media Network revenues were roughly flat to the third quarter of 2024.

Previous wording

Selling, general and administrative ("SG&A") expenses decreased $29 million, or 1.5%, in the second quarter of 2025 compared to the second quarter of 2024. During the second quarter of 2025, the Company continued to invest in its go-forward business, including Reimagine 125 locations and Bloomingdale's. These investments were offset by the net impact of the benefit from closed Macy's locations and ongoing cost containment efforts. The increase in SG&A expenses as a percent to total revenue in the second quarter of 2025 was primarily due to a decline in net sales compared to the second quarter of 2024.

Current wording

Selling, general and administrative ("SG&A") expenses decreased $40 million, or 1.9%, in the third quarter of 2025 compared to the third quarter of 2024. During the third quarter of 2025, the Company continued to invest in its go-forward business, including Reimagine 125 locations and Bloomingdale's. These investments were offset by the net impact of the benefit from closed Macy's locations and ongoing cost containment efforts. SG&A expenses as a percent to total revenue decreased 90 basis points in the third quarter of 2025, which was primarily due to revenue growth and increased expense control compared to the third quarter of 2024.

Previous wording

Asset sale gains in the second quarter of 2025 reflect the monetization of store locations. Asset sale gains in the second quarter of 2024 mainly related to the sale of one Macy's Furniture location.

Current wording

Asset sale gains in both the third quarter of 2025 and the third quarter of 2024 primarily reflect the monetization of non-go-forward store locations.

Previous wording

The decrease in net interest expense, excluding loss on extinguishment of debt, in the second quarter of 2025 compared to the second quarter of 2024 was primarily driven by a decrease in interest expense as a result of the debt transactions that occurred in fiscal 2024 and 2025.

Current wording

The decrease in net interest expense, excluding loss on extinguishment of debt, in the third quarter of 2025 compared to the third quarter of 2024 was primarily driven by a decrease in interest expense as a result of the debt transactions that occurred in fiscal 2024 and in the second quarter of 2025.

Previous wording

The income tax expense of $28 million, or 24.3% of pretax income, for the second quarter of 2025 and $45 million, or 23.1% of pretax income, for the second quarter of 2024, reflect a different effective tax rate as compared to the Company’s federal income tax statutory rate of 21%. The income tax effective rates for the second quarter of 2025 and the second quarter of 2024 were impacted primarily by the effect of state and local taxes.

Current wording

The income tax benefit of $6 million, or 120.0% of pretax income, for the third quarter of 2025 and expense of $7 million, or 20.0% of pretax income, for the third quarter of 2024, reflect a different effective tax rate as compared to the Company’s federal income tax statutory rate of 21%. The income tax effective rates for the third quarter of 2025 and the third quarter of 2024 were impacted primarily by the recognition of return-to-provision adjustments associated with the filings of the Company's 2024 and 2023 U.S. federal income tax returns during each respective period, as well as the effect of state and local taxes.

Previous wording

See pages 26 to 28 for reconciliations of the supplemental non-GAAP financial measures to their most comparable GAAP financial measure and for other important information.

Current wording

See pages 27 to 30 for reconciliations of the supplemental non-GAAP financial measures to their most comparable GAAP financial measure and for other important information.

Previous wording

Net sales for 2025 decreased $372 million, or 3.8%, compared to 2024. The decline was mainly due to the closing of 64 non-go-forward locations last year, which contributed to approximately $340 million of the decline in net sales. Excluding the impact of these store closures, net sales declined 0.3%, driven by weakness at Macy's in the first quarter of 2025 offset by growth at Bloomingdale’s and Bluemercury.

Current wording

Net sales for 2025 decreased $400 million, or 2.8%, compared to 2024. The decline was mainly due to the closing of 64 non-go-forward locations last year, which contributed to approximately $490 million of the decline in net sales. Excluding the impact of these store closures, net sales increased 0.6%, driven by growth in Macy's Reimagine 125 locations and at Bloomingdale’s and Bluemercury.

Previous wording

The increase in other revenues included a $64 million increase in credit card revenues primarily due to higher profit share, reflecting both a strong credit portfolio and continued active management of credit card losses. Macy's Media Network grew $3 million, or 4%, compared to 2024, driven by growth in advertiser spend.

Current wording

The increase in other revenues included a $102 million increase in credit card revenues primarily due to higher profit share, reflecting both a strong credit portfolio and continued active management of net credit card loss. Macy's Media Network grew $4 million, or 4%, compared to 2024, driven by growth in advertiser spend.

Previous wording

Gross margin rate decreased 40 basis points in 2025 compared to 2024. The decrease in gross margin was primairly driven by proactive markdowns on remaining early Spring assortments and product to maintain inventory health and the flow-through of product bought under the 145% China tariffs.

Current wording

Gross margin rate decreased 30 basis points in 2025 compared to 2024. The decrease in gross margin was primarily driven by proactive markdowns to maintain inventory health and the flow-through of product bought under the 145% China tariffs.

Previous wording

SG&A expenses decreased $28 million, or 0.7%, in 2025 compared to 2024 due to the net impact of the benefit from closed Macy's locations and ongoing cost containment efforts, partially offset by investments in its go-forward business, including Reimagine 125 locations and Bloomingdale's. The increase in SG&A expenses as a percent to total revenue in 2025 was due to a decline in net sales compared to 2024.

Current wording

SG&A expenses decreased $67 million, or 1.1%, in 2025 compared to 2024 due to the net impact of the benefit from closed Macy's locations and ongoing cost containment efforts, partially offset by investments in its go-forward business, including Reimagine 125 locations and Bloomingdale's. The increase in SG&A expenses as a percent to total revenue in 2025 was due to a decline in net sales compared to 2024.

Previous wording

The decrease in net interest expense, excluding loss on extinguishment of debt, in 2025 compared to 2024 wasprimarily driven by a decrease in interest expense as a result of the debt transactions that occurred in fiscal 2024 and 2025.

Current wording

The decrease in net interest expense, excluding loss on extinguishment of debt, in 2025 compared to 2024 wasprimarily driven by a decrease in interest expense as a result of the debt transactions that occurred in fiscal 2024 and the second quarter of 2025.

Previous wording

Income tax expense of$58 million and $80 million, or 31.9% and 27.4% of pretax income, for 2025 and 2024, respectively, reflect a different effective tax rate as compared to the Company’s federal income tax statutory rate of 21%. The income tax effective rates for the 26 weeks ended August 2, 2025 and August 3, 2024 were impacted by the effect of state and local taxes and the vesting and cancellation of certain stock-based compensation awards.

Current wording

Income tax expense of$52 million and $87 million, or 27.8% and 26.6% of pretax income, for 2025 and 2024, respectively, reflect a different effective tax rate as compared to the Company’s federal income tax statutory rate of 21%. The income tax effective rates for the 39 weeks ended November 1, 2025 and November 2, 2024 were impacted primarily by the effect of state and local taxes.

Previous wording

The Company ended thesecond quarter of 2025 with a cash and cash equivalents balance of $829 million, an increase of $183 million from $646 million at the end of thesecond quarter of 2024. The Company is party to an ABL Credit Facility with certain financial institutions providing for a $2,100 million asset-based credit facility. As of August 2, 2025, borrowing availability was $1,957 million, which reflects a $143 million reduction due to standby letters of credit outstanding.

Current wording

The Company ended thethird quarter of 2025 with a cash and cash equivalents balance of $447 million, an increase of $132 million from $315 million at the end of thethird quarter of 2024. The Company is party to an ABL Credit Facility with certain financial institutions providing for a $2,100 million asset-based credit facility. As of November 1, 2025, borrowing availability was $1,957 million, which reflects a$143 million reduction due to standby letters of credit outstanding.

Previous wording

The net cash provided by operating activities in the current year versus the prior year was primarily driven by decreased working capital requirements as a result of the implementation of our Bold New Chapter strategy as well as a decrease in cash taxes paid, net refunds received.

Current wording

The net cash provided by operating activities in the current year versus cash used by operating activities in the prior year was primarily driven by decreased working capital requirements as a result of the implementation of our Bold New Chapter strategy as well as a decrease in cash taxes paid, net of refunds received.

Previous wording

The Company's capital expenditures were $343 million in 2025 compared to $432 million in 2024. Capital expenditures in the current year are primarily focused on digital and technology investments as well as omni-channel capabilities.

Current wording

The Company's capital expenditures were $525 million in 2025 compared to $649 million in 2024. Capital expenditures in the current year are primarily focused on digital and technology investments as well as omni-channel capabilities.

Previous wording

The Company paid dividends totaling $100 million and $96 million in 2025 and 2024, respectively.

Current wording

The Company paid dividends totaling $149 million and $144 million in 2025 and 2024, respectively.

Previous wording

On February 22, 2022, the Board of Directors authorized a $2,000 million share repurchase program, which does not have an expiration date. During the first half of 2025, the Company repurchased approximately 12.6 million shares of its common stock at an average cost of $11.96 per share on the open market under its share repurchase program. The Company did not repurchase any shares of its common stock during the first half of 2024. As of August 2, 2025, $1,224 million remained available under the authorization. Repurchases may be made from time to time in the open market or through privately negotiated transactions in accordance with applicable securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, on terms determined by the Company.

Current wording

On February 22, 2022, the Board of Directors authorized a $2,000 million share repurchase program, which does not have an expiration date. During 2025, the Company repurchased approximately 15.4 million shares of its common stock at an average cost of $13.05 per share on the open market under its share repurchase program. The Company did not repurchase any shares of its common stock during 2024. As of November 1, 2025, $1,174 million remained available under the authorization. Repurchases may be made from time to time in the open market or through privately negotiated transactions in accordance with applicable securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, on terms determined by the Company.

Previous wording

The Company completed the following debt transactions in the first half of 2025:

Current wording

The Company completed the following debt transactions in 2025:

Previous wording

◦Redemption of $393 million aggregate principal amount of senior notes and debentures and issuance of an irrevocable notice of redemption to redeem $194 million aggregate principal amount of senior debentures that was settled after the end of the second quarter of 2025, and

Current wording

◦Redemption of $393 million aggregate principal amount of senior notes and debentures, and

Previous wording

•On July 29, 2025, the Company completed three debt transactions which resulted in the recognition of $13 million of losses related to the extinguishment of debt on the Consolidated Statements of Income:

Current wording

The Company recognized $33 million of losses related to the extinguishment of debt on the Consolidated Statements of Income in 2025.

Previous wording

The following tables include combined financial information of the Obligor Group. Investments in subsidiaries of $10,166 million and $9,905 million as of August 2, 2025 and February 1, 2025, respectively, have been excluded from the Summarized Balance Sheets. Equity in earnings of non-Guarantor subsidiaries of $402 million and $761 million for the 13 and 26 weeks ended August 2, 2025 have been excluded from the Summarized Statement of Operations. The combined financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions within the Obligor Group eliminated.

Current wording

The following tables include combined financial information of the Obligor Group. Investments in subsidiaries of $10,374 million and $9,905 million as of November 1, 2025 and February 1, 2025, respectively, have been excluded from the Summarized Balance Sheets. Equity in earnings of non-Guarantor subsidiaries of $321 million and $1,082 million for the 13 and 39 weeks ended November 1, 2025 have been excluded from the Summarized Statement of Operations. The combined financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions within the Obligor Group eliminated.

Previous wording

(b)Includes $150 million and $520 million of dividend income from non-Guarantor subsidiaries for the 13 and 26 weeks ended August 2, 2025.

Current wording

(b)Includes $113 million and $633 million of dividend income from non-Guarantor subsidiaries for the 13 and 39 weeks ended November 1, 2025.

Previous wording

(1)Represents the period-to-period percentage change in net sales from stores in operation for one full fiscal year for the 13 and 26 weeks ended August 2, 2025 and August 3, 2024. Such calculation includes all digital sales and excludes commissions from departments licensed to third parties and marketplace. Stores impacted by a natural disaster or undergoing significant expansion or shrinkage remain in the comparable sales calculation unless the store, or material portion of the store, is closed for a significant period of time. Definitions and calculations of comparable sales may differ among companies in the retail industry.

Current wording

(1)Represents the period-to-period percentage change in net sales from stores in operation for one full fiscal year for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024. Such calculation includes all digital sales and excludes commissions from departments licensed to third parties and marketplace. Stores impacted by a natural disaster or undergoing significant expansion or shrinkage remain in the comparable sales calculation unless the store, or material portion of the store, is closed for a significant period of time. Definitions and calculations of comparable sales may differ among companies in the retail industry.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

•On July 29, 2025, the Company completed three debt transactions:

Current report — wording carried from elsewhere

The Company completed the following debt transactions in 2024:

Current report — wording carried from elsewhere

•On September 18, 2024, the Company completed a tender offer in which $221 million aggregate principal amount of senior notes and debentures were tendered for early settlement. The total cash cost for the tender offer was $225 million and the Company recognized $1 million of losses on early retirement of debt.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Gross margin rate declined 80 basis points in the second quarter of 2025 compared to the second quarter of 2024. The decrease in gross margin was driven by proactive markdowns on remaining early Spring assortments and product to maintain inventory health and the flow-through of product bought under the 145% China tariffs.