Macy's, Inc.
For the period ended May 2, 2026. Filed Jun 4, 2026.
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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.
May 2, 2026 · Filed Jun 4, 2026
M$23.08-4.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-05-02; filed 2026-06-04.
0001628280-26-040820
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 90 previous paragraphs and 67 current paragraphs.
25 unchanged; 30 reworded; 12 added; 31 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 26 previous and 14 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 (12)
Current report
On February 18, 2026, the Company announced an update to its non-GAAP financial disclosures. These changes do not impact its historical or future GAAP metrics and disclosures. The updated disclosures, which encompass comparable sales, owned-plus-licensed-plus-marketplace ("OLM") dollar sales, revenues and non-GAAP earnings metrics, are intended to both simplify disclosures and provide increased clarity on the key metrics that support our growth profile and go-forward operating performance. Beginning this quarter, adjusted earnings metrics reflect our new non-GAAP metrics.
Current report
◦Bloomingdale's: Bloomingdale's achieved its highest first quarter sales in its 154-year history. From a category perspective, ready-to-wear, men's apparel, fine jewelry, shoes and tabletop were standout contributors to this performance. Bloomingdale's provides its customers with a compelling and distinct experience through matrix elevation, new brand additions, and a vibrant shopping experience, including collaborations, activations and personalized customer service. In the first quarter of 2026, we introduced a number of designer brands , including Chloe ready-to-wear, Isabel Marant, Phoebe Philo, Parke Denim, Heirlome and Khaite Shoes. We also expanded the reach of our Very Important Client program, which cater to our highest spenders, and hosted our newest campaign, California Love, which featured California inspired events, animation and brand exclusives.
Current report
◦The scope of the pillar has expanded this year to incorporate optimizing and scaling enterprise-wide organizational excellence, which we believe more accurately reflects the Company's organizational model and innovation capabilities. This pillar supports revenue growth and customer experience enhancements to drive efficiencies. The Company has been testing, refining and implementing initiatives, including Artificial Intelligence ("AI"), and we believe there are meaningful opportunities to better serve our customers and support our colleagues.
Current report
•Macy's, Inc. go-forward business, inclusive of go-forward locations and digital across nameplates, total revenue was$4,776 million and comparable sales increased 3.1%. The Company's nameplate highlights include:
Current report
◦Macy's comparable sales increased 1.6%.
Current report
◦Bloomingdale'scomparable sales increased 10.2%.
Current report
◦Bluemercury comparable sales increased 6.4%.
Current report
1 Comparable sales refers to owned-plus-licensed-plus-marketplace sales. All reported nameplate comparable sales results are on a go-forward basis.
Current report
Comparison of the First Quarter of 2026 and the First Quarter of 2025
Current report
Gross margin rate declined 30 basis points in the first quarter of 2026 compared to the first quarter of 2025 due to an approximately 30 basis point tariff impact. Excluding the tariff impact, the gross margin rate would have been approximately flat to the first quarter of 2025.
Current report
The $17 million of impairment, restructuring and other benefits recognized in the first quarter of 2026 primarily relate to the benefit recognized from lease modifications.The $7 million of impairment, restructuring and other costs recognized in the first quarter of 2025 primarily relate to store closure costs.
Current report
Adjusted EBIT and Adjusted EBITDA
Removed paragraphs (31)
Previous 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.
Previous report
◦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 report
◦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 report
•The Company's nameplate highlights include:
Previous report
◦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 report
◦Bloomingdale'scomparable sales increased 8.8% on an owned basis and increased 9.0% on an owned-plus-licensed-plus-marketplace basis.
Previous report
◦Bluemercury comparable sales increased 1.1% on an owned basis.
Previous report
Comparison of the Third Quarter of 2025 and the Third Quarter of 2024
Previous 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.
Previous report
Comparison of the 39 Weeks Ended November 1, 2025 and November 2, 2024
Previous report
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 report
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 report
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 report
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 report
Debt Transactions
Previous report
The Company completed the following debt transactions in 2025:
Previous report
•On April 9, 2025, the Company, entered into an amendment to its ABL Credit Facility which reduced the asset-based credit facility from $3,000 million to $2,100 million, extended the maturity date to April 2030 and maintained similar collateral support, but reduced commercial letter of credit fees and unused facility fees. The Company hadno outstanding borrowings under the ABL Credit Facility as of November 1, 2025 and November 2, 2024.
Previous report
•On July 29, 2025, the Company completed three debt transactions:
Previous report
◦Issuance of $500 million aggregate principal amount of 7.375% senior unsecured notes due August 1, 2033. The Company used the net proceeds from the notes offering, together with cash on hand, to fund the tender offer and redemption described below,
Previous report
◦Redemption of $393 million aggregate principal amount of senior notes and debentures, and
Previous report
◦Completion of a tender offer in which $251 million aggregate principal amount of senior notes and debentures were tendered for early settlement. The total cash cost for the tender offer was $255 million.
Previous 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.
Previous report
The Company recognized $33 million of losses related to the extinguishment of debt on the Consolidated Statements of Income in 2025.
Previous report
The Company completed the following debt transactions in 2024:
Previous report
•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.
Previous report
Changes in Comparable Sales
Previous report
The following is a tabular reconciliation of the non-GAAP financial measure of changes in comparable sales on an owned-plus-licensed-plus-marketplace (O+L+M) basis, to GAAP comparable sales (i.e., on an owned basis), which the Company believes to be the most directly comparable GAAP financial measure.
Previous report
Notes:
Previous report
(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.
Previous report
(2)Represents the impact of including the sales of departments licensed to third parties occurring in stores in operation throughout the year presented and the immediately preceding year and all online sales, including marketplace sales, in the calculation of comparable sales. Macy’s and Bloomingdale’s license third parties to operate certain departments in their stores and online, including Macy’s and Bloomingdale’s digital Marketplace, and receive commissions from these third parties based on a percentage of their net sales, while Bluemercury does not participate in licensed or marketplace businesses. In its financial statements prepared in conformity with GAAP, the Company includes these commissions (rather than sales of the departments licensed to third parties and marketplace) in its net sales. The Company does not, however, include any amounts in respect of licensed department or marketplace sales (or any commissions earned on such sales) in its comparable sales in accordance with GAAP (i.e., on an owned basis). The amounts of commissions earned on sales of departments licensed to third parties and from the digital marketplace are not material to its net sales for the periods presented.
Previous report
EBITDA, Adjusted EBITDA and Core Adjusted EBITDA
Reworded paragraphs (30)
Previous 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.
Current wording
For purposes of the following discussion, all references to "first quarter of 2026" and "first quarter of 2025" are to the Company's 13-week fiscal periods ended May 2, 2026 and May 3, 2025, 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 third 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 third year of the execution of its Bold New Chapter strategy, whichf irmly places energy and focus onthe needs of our customers 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 first quarter of 2026, the Company delivered enterprise-wide growth, better-than expected performance across all key metrics, and our highest comparable sales in four years with all nameplates and channels positive. The Company's results reflect the progress it is making on each pillar of the Bold New Chapter strategy, with key highlights 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 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.
Current wording
◦Reimagine 200 Locations: In the first quarter of 2026, we expanded learnings to an additional 75 locations for a total of 200 reimagined Macy's locations. The investments in the additional 75 stores have continued emphasis on customer experience, and build on learnings from the first two years of our Bold New Chapter strategy. The Reimagine 200 locations continued to outperform the rest of the Macy's fleet in the first quarter of 2026. We believe 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
◦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 wording
◦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. During the first quarter of 2026, we introduced Rothy's, Donna Karan Weekend and Ted Baker Men's. In addition, we expanded Abercrombie kids offerings to infants and toddlers, and further expanded store distribution of Reiss, Free People, Theory and Rodd & Gunn.
Previous wording
◦Customer Experience: Macy's delivered its highest third quarter net promoter score on record.
Current wording
◦Customer Experience: Macy's delivered its highest first quarter net promoter score on record. During the quarter, we introduced Ask Macy's, our new AI-powered conversational shopping assistant shaped by data and insights from thousands of colleagues. It serves as a starting point for discovery across channels and initial results indicate that customers engaging with Ask Macy's have higher conversion rates.
Previous 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.
Current wording
◦Bluemercury: Bluemercury achieved another quarter of comparable sales growth. Results continued to be driven by makeup, dermatological skincare and fragrances including Byredo and Parfums de Marly, as well as Dr. Diamond's Metacine and Skinceuticals. New and remodeled stores continued to outperform the remainder of the locations.
Previous 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:
Current wording
Comparable sales 1 highlights for the first quarter of 2026 versus the first quarter of 2025 related to components of the Bold New Chapter strategy are as follows:
Previous wording
•Macy's, Inc. comparable sales were up 2.5% on an owned basis and up 3.2% on an O+L+M basis.
Current wording
•Macy's, Inc. comparable sales increased 3.0%.
Previous 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.
Current wording
•Reimagine 200 locations comparable sales, included within Macy's go-forward business comparable sales, increased 2.4%.
Previous 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.
Current wording
See pages 22 to 23 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 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.
Current wording
Net sales for the first quarter of 2026 increased $83 million, or 1.8%, compared to the first quarter of 2025. Excluding the $40 million impact of the 14 non-go-forward locations that closed at the end of fiscal 2025, net sales grew 2.7%. The increase in net saleswas driven by sales growth at all three nameplates. At Macy's, sequential improvement across all lines of business was realized in the first quarter of 2026, with watches, petites, dresses, career, kids, handbags, fragrances and shoes outperforming the total Macy's comparable store sales, while big-ticket home, especially furniture, and plus size categories were softer compared to the first quarter of 2025.
Previous 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.
Current wording
The increase in other revenues compared to the first quarter of 2025 was due to a $18 million increase in credit card revenues which continued to be driven by a strong credit portfolio and prudent management of net credit losses. Macy's Media Network revenues were 5.0% below the first quarter of 2025, reflecting a shift in timing of advertising spend on a year-over-year basis.
Previous 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.
Current wording
Selling, general and administrative ("SG&A") expenses increased $39 million, or 2.0%, in the first quarter of 2026 compared to the first quarter of 2025. During the first quarter of 2026, the Company continued to invest in its go-forward business, including Reimagine 200 locations and Bloomingdale's. These investments were partially offset by ongoing cost containment efforts. SG&A expenses as a percent to total revenue in the first quarter of 2026 were flat comparedto the first quarter of 2025.
Previous wording
Asset sale gains in both 2025 and 2024 primarily reflect the monetization of non-go-forward store locations.
Current wording
Asset sale gains in both the first quarter of 2026 and 2025 primarily reflect the monetization of store locations.
Previous 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.
Current wording
The decrease in net interest expense, excluding loss on extinguishment of debt, in the first quarter of 2026 compared to the first quarter of 2025 was primarily driven by a decrease in interest expense as a result of the debt transactions that were executed in the second quarter of 2025.
Previous 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.
Current wording
The income tax expense of $30 million, or 32.3% of pretax income, for the first quarter of 2026 and expense of $30 million, or 44.1% of pretax income, for the first quarter of 2025, 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 both the first quarter of 2026 and 2025 were impacted primarily by the impact of state and local taxes and the tax impact related to the vesting and cancellation of certain stock-based compensation awards.
Previous 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.
Current wording
The Company ended thefirst quarter of 2026 with a cash and cash equivalents balance of $1,294 million, an increase of $362 million from $932 million at the end of thefirst quarter of 2025. 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 May 2, 2026, borrowing availability was $1,958 million, which reflects a$142 million reduction due to standby letters of credit outstanding.
Previous 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.
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 $328 million cash received from the settlement agreements to resolve credit card interchange fee litigation matters in which the Company was a plaintiff.
Previous 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.
Current wording
The Company's capital expenditures were $177 million in both 2026 and 2025. Capital expenditures in the current year are primarily focused on digital and technology investments as well as omni-channel capabilities related to the Bold New Chapter strategy.
Previous wording
The Company paid dividends totaling $149 million and $144 million in 2025 and 2024, respectively.
Current wording
The Company paid dividends totaling $50 million and $51 million in 2026 and 2025, respectively.
Previous wording
On October 24, 2025, the Company announced that its Board of Directors declared a regular quarterly dividend of 18.24 cents per share on its common stock, which will be paid on January 2, 2026, to shareholders of record at the close of business on December 15, 2025. Subsequent dividends will be subject to approval of the Board of Directors, which will depend on market and other conditions.
Current wording
On May 15, 2026, the Company announced that its Board of Directors declared a regular quarterly dividend of 19.15 cents per share on its common stock, which will be paid on July 1, 2026, to shareholders of record at the close of business on June 15, 2026. Subsequent dividends will be subject to approval of the Board of Directors, which will depend on market and other conditions.
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 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.
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 the first quarter of 2026, the Company repurchased approximately 2.6 million shares of its common stock at an average cost of $18.92 per share on the open market under its share repurchase program. During the first quarter of 2025, the Company repurchased approximately 8.7 million shares of its common stock at an average cost of $11.66 per share on the open market under its share repurchase program. As of May 2, 2026, $1,074 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
As of November 1, 2025, other than the financing transactions discussed in Note 4 to the accompanying Consolidated Financial Statements, there were no material changes to the Company's contractual obligations and commitments outside the ordinary course of business since February 1, 2025, as reported in the Company's 2024 Form 10-K.
Current wording
As of May 2, 2026, there were no material changes to the Company's contractual obligations and commitments outside the ordinary course of business since January 31, 2026, as reported in the Company's 2025 Form 10-K.
Previous wording
The Company had $1,941 million aggregate principal amount of senior unsecured notes and senior unsecured debentures (collectively the "Unsecured Notes") outstanding as of both November 1, 2025 and February 1, 2025 with maturities ranging from 2027 to 2043. The Unsecured Notes constitute debt obligations of Macy's Retail Holdings, LLC ("MRH" or "Subsidiary Issuer"), a 100%-owned subsidiary of Macy's, Inc. ("Parent" and together with the "Subsidiary Issuer," the "Obligor Group"), and are fully and unconditionally guaranteed on a senior unsecured basis by Parent. The Unsecured Notes rank equally in right of payment with all of the Company's existing and future senior unsecured obligations, senior to any of the Company's future subordinated indebtedness, and are structurally subordinated to all existing and future obligations of each of the Company's subsidiaries that do not guarantee the Unsecured Notes. Holders of the Company's secured indebtedness, including any borrowings under the ABL Credit Facility, will have a priority claim on the assets that secure such secured indebtedness; therefore, the Unsecured Notes and the related guarantees are effectively subordinated to all of the Subsidiary Issuer's and Parent and their subsidiaries’ existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness.
Current wording
The Company had $2,441 million aggregate principal amount of senior unsecured notes and senior unsecured debentures (collectively the "Unsecured Notes") outstanding as of both May 2, 2026 and January 31, 2026 with maturities ranging from 2027 to 2043. The Unsecured Notes constitute debt obligations of Macy's Retail Holdings, LLC ("MRH" or "Subsidiary Issuer"), a 100%-owned subsidiary of Macy's, Inc. ("Parent" and together with the "Subsidiary Issuer," the "Obligor Group"), and are fully and unconditionally guaranteed on a senior unsecured basis by Parent. The Unsecured Notes rank equally in right of payment with all of the Company's existing and future senior unsecured obligations, senior to any of the Company's future subordinated indebtedness and are structurally subordinated to all existing and future obligations of each of the Company's subsidiaries that do not guarantee the Unsecured Notes. Holders of the Company's secured indebtedness, including any borrowings under the ABL Credit Facility, will have a priority claim on the assets that secure such secured indebtedness; therefore, the Unsecured Notes and the related guarantees are effectively subordinated to all of the Subsidiary Issuer's and Parent and their subsidiaries’ existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness.
Previous 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.
Current wording
The following tables include combined financial information of the Obligor Group. Investments in subsidiaries of $7,094 million and $7,016 million as of May 2, 2026 and January 31, 2026, respectively, have been excluded from the Summarized Balance Sheets. Equity in earnings of non-Guarantor subsidiaries of $357 million for the 13 weeks ended May 2, 2026 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
(a)Includes net amounts due to non-Guarantor subsidiaries of $2 million and $1 million as of November 1, 2025 and February 1, 2025, respectively.
Current wording
(a)Includes net amounts due to non-Guarantor subsidiaries of $3 million and $2 million as of May 2, 2026 and January 31, 2026, respectively.
Previous 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.
Current wording
(b)Includes $279 million of dividend income from non-Guarantor subsidiaries for the 13 weeks ended May 2, 2026.
Previous wording
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that certain non-GAAP financial measures provide users of the Company's financial information with additional useful information in evaluating operating performance. Management believes that providing supplemental changes in comparable sales on an owned-plus-licensed basis and an owned-plus-licensed-plus-marketplace basis, which includes the impact of growth in comparable sales of departments licensed to third parties and marketplace sales, as applicable, assists in evaluating the Company's ability to generate sales growth, whether through owned businesses, departments licensed to third parties or marketplace sales, on a comparable basis, and in evaluating the impact of changes in the manner in which certain departments are operated. Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP financial measure which the Company believes provides meaningful information about its operational efficiency by excluding the impact of changes in tax law and structure, debt levels and capital investment. In addition, management believes that excluding certain items that are not associated with the Company's core operations and that may vary substantially in frequency and magnitude from period-to-period from net income (loss), diluted earnings (loss) per share and EBITDA provide useful supplemental measures that assist in evaluating the Company's ability to generate earnings and leverage sales, respectively, and to more readily compare these metrics between past and future periods. Management also believes that EBITDA, Adjusted EBITDA and Core Adjusted EBITDA are frequently used by investors and securities analysts in their evaluations of companies, and that such supplemental measures facilitate comparisons between companies that have different capital and financing structures and/or tax rates. The Company uses certain non-GAAP financial measures as performance measures for components of executive compensation.
Current wording
The Company reports its financial results in accordance with U.S. generally accepted accounting principles ("GAAP"). However, management believes that certain non-GAAP financial measures provide users of the Company's financial information with additional useful information in evaluating operating performance. Management believes that providing earnings before interest and taxes ("EBIT") and earnings before interest, taxes, depreciation and amortization ("EBITDA"), which are non-GAAP financial measures, provides meaningful information about its operational efficiency by excluding the impact of changes in tax law and structure, debt levels and capital investment. In addition, management believes that excluding certain items from EBIT, EBITDA, net income and diluted earnings per share that are not associated with the company’s core operations and that may vary substantially in frequency and magnitude from period-to-period provides useful supplemental measures that assist in evaluating the company's ability to generate earnings and to more readily compare these metrics between past and future periods. Management also believes that Adjusted EBIT and Adjusted EBITDA are frequently used by investors and securities analysts in their evaluations of companies, and that such supplemental measures facilitate comparisons between companies that have different capital and financing structures and/or tax rates. The Company uses certain non-GAAP financial measures as performance measures for components of executive compensation.
Previous wording
Non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, the Company's financial results prepared in accordance with GAAP. Certain of the items that may be excluded or included in non-GAAP financial measures may be significant items that could impact the Company's financial position, results of operations or cash flows and should therefore be considered in assessing the Company's actual and future financial condition and performance. Additionally, the amounts received by the Company on account of sales of departments licensed to third parties and marketplace sales are limited to commissions received on such sales. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies.
Current wording
Non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, the Company's financial results prepared in accordance with GAAP. Certain of the items that may be excluded or included in non-GAAP financial measures may be significant items that could impact the Company's financial position, results of operations or cash flows and should therefore be considered in assessing the Company's actual and future financial condition and performance. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies.
Previous wording
The following is a tabular reconciliation of the non-GAAP financial measure EBITDA, adjusted EBITDA and core adjusted EBITDA to GAAP net income, which the Company believes to be the most directly comparable GAAP measure.
Current wording
The following is a tabular reconciliation of the non-GAAP financial measures adjusted EBIT and adjusted EBITDA to GAAP net income, which the Company believes to be the most directly comparable GAAP measure.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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 report — wording carried elsewhere
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 report — wording carried elsewhere
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.