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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM 10-Q
________________________________
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 2, 2024.
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 1-13536
image.gif
________________________________
Macy's, Inc.
(Exact name of registrant as specified in its charter)
________________________________
Delaware13-3324058
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
151 West 34th Street, New York, New York 10001
(Address of Principal Executive Offices, including Zip Code)
(212) 494-1621
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par value per shareMNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerxAccelerated Filero
Non-Accelerated FileroSmaller Reporting Companyo
Emerging Growth Companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding at November 30, 2024
Common Stock, $.01 par value per share
277,635,790 shares

TABLE OF CONTENTS
2
PART I - FINANCIAL INFORMATION
Item 1.    Financial Statements
MACY’S, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(millions, except per share figures)
13 Weeks Ended39 Weeks Ended
November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Net sales$4,742 $4,860 $14,525 $14,972 
Other revenue161 178 474 519 
Total revenue4,903 5,038 14,999 15,491 
Cost of sales(2,864)(2,905)(8,749)(9,070)
Selling, general and administrative expenses(2,064)(2,040)(5,948)(5,970)
Gains on sale of real estate66 5 103 20 
Impairment, restructuring and other benefits (costs)23 (15)5 (21)
Operating income64 83 410 450 
Benefit plan income, net4 2 12 10 
Settlement charges— (7)— (129)
Interest expense, net(32)(35)(94)(108)
Losses on early retirement of debt(1)— (1)— 
Income before income taxes35 43 327 223 
Federal, state and local income tax expense(7)(2)(87)(50)
Net income$28 $41 $240 $173 
Basic earnings per share$0.10 $0.15 $0.86 $0.63 
Diluted earnings per share$0.10 $0.15 $0.85 $0.62 
The accompanying notes are an integral part of these Consolidated Financial Statements.
3
MACY’S, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(millions)
13 Weeks Ended39 Weeks Ended
November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Net income$28 $41 $240 $173 
Other comprehensive income:    
Actuarial gain on post employment and
postretirement benefit plans, before tax
— (52)— (53)
Reclassifications to net income:    
Amortization of net actuarial loss and prior service credit on post employment and postretirement benefit plans included in net income, before tax— 1 — 4 
Settlement charges, before tax— 7 — 129 
Tax effect related to items of other comprehensive income— 11 — (21)
Total other comprehensive income, net of tax effect— (33)— 59 
Comprehensive income$28 $8 $240 $232 
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
MACY’S, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(millions)
 November 2, 2024February 3, 2024October 28, 2023
ASSETS
Current Assets:
Cash and cash equivalents$315 $1,034 $364 
Receivables224 293 218 
Merchandise inventories6,257 4,361 6,025 
Prepaid expenses and other current assets416 401 390 
Income taxes34 — 88 
Total Current Assets7,246 6,089 7,085 
Property and Equipment - net of accumulated depreciation
and amortization of $4,608, $4,276 and $5,066
5,161 5,308 5,813 
Right of Use Assets2,322 2,305 2,784 
Goodwill828 828 828 
Other Intangible Assets – net426 430 431 
Other Assets1,310 1,286 1,185 
Total Assets$17,293 $16,246 $18,126 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term debt$92 $— $160 
Merchandise accounts payable3,344 1,913 3,466 
Accounts payable and accrued liabilities2,337 2,571 2,448 
Income taxes— 48 — 
Total Current Liabilities5,773 4,532 6,074 
Long-Term Debt2,773 2,998 2,997 
Long-Term Lease Liabilities2,961 2,986 3,034 
Deferred Income Taxes712 745 925 
Other Liabilities927 950 997 
Shareholders' Equity4,147 4,035 4,099 
Total Liabilities and Shareholders’ Equity$17,293 $16,246 $18,126 
The accompanying notes are an integral part of these Consolidated Financial Statements.
5
MACY’S, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
(millions)

Common
Stock		Additional
Paid-In
Capital		Accumulated
Equity		Treasury
Stock		Accumulated
Other
Comprehensive
Income (Loss)		Total
Shareholders'
Equity
Balance at February 3, 2024$3 $352 $6,088 $(1,912)$(496)$4,035 
Net income62 62 
Common stock dividends
($0.1737 per share)
 (48)(48)
Stock-based compensation expense13 13 
Stock issued under stock plans(71)70 (1)
Cumulative-effect adjustment (a)23 23 
Balance at May 4, 2024$3 $294 $6,125 $(1,842)$(496)$4,084 
Net income150 150 
Common stock dividends
 ($0.1737 per share)
1 (49)(48)
Stock-based compensation expense15 15 
Stock issued under stock plans(33)33 — 
Balance at August 3, 2024$3 $277 $6,226 $(1,809)$(496)$4,201 
Net income28 28 
Common stock dividends
($0.3474 per share)
1 (97)(96)
Stock-based compensation expense14 14 
Stock issued under stock plans(3)3 — 
Balance at November 2, 2024$3 $289 $6,157 $(1,806)$(496)$4,147 
(a) Represents the cumulative-effect adjustment for the change in inventory valuation method.
The accompanying notes are an integral part of these Consolidated Financial Statements.
6
MACY’S, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - (Continued)
(Unaudited)
(millions)
Common
Stock		Additional
Paid-In
Capital		Accumulated
Equity		Treasury
Stock		Accumulated
Other
Comprehensive
Income (Loss)		Total
Shareholders'
Equity
Balance at January 28, 2023$3 $467 $6,226 $(2,038)$(618)$4,040 
Net income  151   151 
Other comprehensive income    1 1 
Common stock dividends
($0.1654 per share)
(45)(45)
Stock repurchases(25)(25)
Stock-based compensation expense 14    14 
Stock issued under stock plans (108) 96  (12)
Balance at April 29, 2023$3 $373 $6,332 $(1,967)$(617)$4,124 
Net loss  (19)  (19)
Other comprehensive income    91 91 
Common stock dividends
($0.1654 per share)
1 (46)(45)
Stock-based compensation expense 16    16 
Stock issued under stock plans (38) 38  — 
Balance at July 29, 2023$3 $352 $6,267 $(1,929)$(526)$4,167 
Net income41 41 
Other comprehensive loss(33)(33)
Common stock dividends
($0.3308 per share)
1 (92)(91)
Stock-based compensation expense15 15 
Stock issued under stock plans(1)1 — 
Balance at October 28, 2023$3 $367 $6,216 $(1,928)$(559)$4,099 

The accompanying notes are an integral part of these Consolidated Financial Statements.
7
MACY’S, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(millions)
39 Weeks Ended
November 2, 2024October 28, 2023
Cash flows from operating activities:
Net income$240 $173 
Adjustments to reconcile net income to net cash provided by operating activities:
Impairment, restructuring and other costs(5)21 
Settlement charges— 129 
Depreciation and amortization657 665 
Stock-based compensation expense42 45 
Gains on sale of real estate(103)(20)
Benefit plans1 4 
Amortization of financing costs and premium on acquired debt9 8 
Deferred income taxes(48)(43)
Changes in assets and liabilities:
Decrease in receivables68 82 
Increase in merchandise inventories(1,840)(1,757)
(Increase) decrease in prepaid expenses and other current assets(19)30 
Increase in merchandise accounts payable1,327 1,334 
Decrease in accounts payable and accrued liabilities(206)(302)
Decrease in current income taxes(71)(124)
Change in other assets and liabilities(82)(87)
Net cash (used) provided by operating activities(30)158 
Cash flows from investing activities:
Purchase of property and equipment(399)(485)
Capitalized software(250)(264)
Proceeds from disposition of assets, net187 36 
Other, net7 (3)
Net cash used by investing activities(455)(716)
Cash flows from financing activities:
Debt issued176 311 
Debt issuance costs(1)(1)
Debt repaid(313)(153)
Debt repurchase premium and expenses1 — 
Dividends paid(144)(135)
Increase in outstanding checks47 76 
Acquisition of treasury stock— (38)
Net cash (used) provided by financing activities(234)60 
Net decrease in cash, cash equivalents and restricted cash(719)(498)
Cash, cash equivalents and restricted cash beginning of period1,037 865 
Cash, cash equivalents and restricted cash end of period$318 $367 
Supplemental cash flow information:  
Interest paid$137 $138 
Interest received30 19 
Income taxes paid, net of refunds received207 217 
Restricted cash, end of period3 3 
The accompanying notes are an integral part of these Consolidated Financial Statements.
8
MACY’S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.    Organization and Summary of Significant Accounting Policies
Nature of Operations
Macy's, Inc., together with its subsidiaries (the "Company"), is an omni-channel retail organization operating stores, websites and mobile applications under three nameplates (Macy's, Bloomingdale's and Bluemercury) that sell a wide range of merchandise, including apparel and accessories (men's, women's and kids'), cosmetics, home furnishings and other consumer goods. The Company has stores in 43 states, the District of Columbia, Puerto Rico and Guam. As of November 2, 2024, the Company's operations and operating segments were conducted through Macy's (both full line and small format), Macy's Backstage, Bloomingdale's, Bloomingdale's The Outlet, Bloomie's, and Bluemercury.
Bloomingdale's in Dubai, United Arab Emirates and Al Zahra, Kuwait are operated under a license agreement with Al Tayer Insignia, a company of Al Tayer Group, LLC.
A description of the Company's significant accounting policies is included in the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2024 (the "2023 10-K"). The accompanying Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto in the 2023 10-K.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions are subject to inherent uncertainties which may result in actual amounts differing from reported amounts.
The Consolidated Financial Statements for the 13 and 39 weeks ended November 2, 2024 and October 28, 2023, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) considered necessary to present fairly, in all material respects, the consolidated financial position and results of operations of the Company.
Seasonality
Because of the seasonal nature of the retail business, the results of operations for the 13 and 39 weeks ended November 2, 2024 and October 28, 2023 (which do not include the holiday season) are not necessarily indicative of such results for the full fiscal year.
Merchandise Inventories
On February 4, 2024, the Company changed its inventory valuation method. Previously, inventories were principally valued at lower of cost or market using the last-in, first-out ("LIFO") retail inventory method ("RIM"). Commencing in fiscal 2024, inventories are valued at the lower of cost or market using the LIFO cost method and as such are not directly comparable to the prior year. The LIFO cost method is preferable as compared to LIFO RIM because it improves the cost accuracy and transparency of inventory at the unit level and better allows the organization to evaluate selling margin realized on each sale. Additionally, it is consistent with the practices of many other retailers, improving comparability. Reported results for periods prior to fiscal 2024 have not been restated due to impracticability as the Company’s systems did not capture historical period-specific information necessary to value the inventory under the cost method. The impact of the change in accounting method had an immaterial effect on the Consolidated Financial Statements as of February 4, 2024.
Under the LIFO cost method, the item-cost method is used to determine inventory cost before the application of any LIFO adjustment, as necessary. This method involves assigning costs to each item individually based on the actual purchase costs of that item. The Company continuously monitors whether the carrying cost of inventory exceeds its market value. Excess inventories may be disposed of through the normal course of business. The Company writes down the carrying value of inventories that are not expected to be sold at or above cost based on historical results.

9
MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Comprehensive Income
Total comprehensive income represents the change in equity during a period from sources other than transactions with shareholders and, as such, includes net income. For the Company, the only other components of total comprehensive income for the 13 and 39 weeks ended November 2, 2024 and October 28, 2023 relate to post employment and postretirement plan items. Settlement charges incurred are included as a separate component of income before income taxes in the Consolidated Statements of Income. Amortization reclassifications out of accumulated other comprehensive income (loss) are included in the computation of net periodic benefit cost (income) and are included in benefit plan income, net on the Consolidated Statements of Income. See Note 5, "Retirement Plans," for further information.
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update enhance segment reporting by expanding the breadth and frequency of segment disclosures required by public entities. Most notable, registrants will be required to disclose: (1) significant segment expenses regularly provided to the Chief Operating Decisions Maker ("CODM") and included within the reported measure(s) of a segment's profit or loss, (2) the amount and composition of other segment items, (3) how the CODM uses the reported measure(s) of a segment's profit or loss to assess segment performance and decide how to allocate resources, (4) on an interim basis, all segment profit or loss and asset disclosures currently required annually by Topic 280, as well as those introduced by the ASU, and (5) the CODM's title and position. ASU 2023-07 is effective for the Company beginning in the fiscal year ending February 1, 2025. The Company is currently evaluating the impacts of the adoption of ASU 2023-07.
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). The amendments in this update enhance the transparency and decision usefulness of income tax disclosures, primarily through improvements to the rate reconciliation and income taxes paid information, specifically requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregation by jurisdiction. These amendments allow investors to better assess how an entity's operations and tax related risks and planning affects its income tax rate and prospects for future cash flows. ASU 2023-09 is effective for the Company beginning in the fiscal year ending January 31, 2026. The Company is currently evaluating the impacts of the adoption of ASU 2023-09.
In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)" ("ASU 2024-03"). The amendments in this update enhance disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses included in certain expense captions in the consolidated financial statements. ASU 2024-03 is effective for the Company beginning in the fiscal year ending January 29, 2028. The Company is currently evaluating the impacts of the adoption of ASU 2024-03.
10
MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
2.    Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
13 Weeks Ended
November 2, 2024October 28, 2023
Net IncomeSharesNet IncomeShares
(millions, except per share data)
Net income and average
number of shares outstanding
$28 277.4 $41 273.7 
Shares to be issued under
deferred compensation and other plans
1.0 1.0 
$28 278.4 $41 274.7 
Basic earnings per share$0.10 $0.15 
Effect of dilutive securities:
Stock options and restricted
stock units
3.1 2.9 
$28 281.5 $41 277.6 
Diluted earnings per share$0.10 $0.15 
39 Weeks Ended
November 2, 2024October 28, 2023
Net IncomeSharesNet IncomeShares
(millions, except per share data)
Net income and average
number of shares outstanding
$240 276.5 $173 272.9 
Shares to be issued under deferred compensation and other plans0.9 1.0 
$240 277.4 $173 273.9 
Basic earnings per share$0.86 $0.63 
Effect of dilutive securities:
Stock options and restricted
stock units
3.9 3.8 
$240 281.3 $173 277.7 
Diluted earnings per share$0.85 $0.62 
In addition to the stock options and restricted stock units reflected in the foregoing table, stock options to purchase 7.9 million and 9.9 million shares of common stock and restricted stock units relating to 0.2 million and 1.4 million shares of common stock were outstanding at November 2, 2024 and October 28, 2023, respectively, but were not included in the computation of diluted earnings per share because their inclusion would have been antidilutive or they were subject to performance conditions that had not been met.
11
MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
3.    Revenue
Net sales, which mainly consist of retail sales but also include merchandise returns, gift cards and loyalty programs, represented 97% and 96% of total revenue for the 13 weeks ended November 2, 2024 and October 28, 2023, respectively, and 97% of total revenue for both of the 39 weeks ended November 2, 2024 and October 28, 2023. Other revenue generating activities consist of credit card revenues as well as Macy's Media Network revenue.
13 Weeks Ended39 Weeks Ended
RevenuesNovember 2, 2024October 28, 2023November 2, 2024October 28, 2023
(millions)
Women's Accessories, Shoes, Cosmetics and Fragrances$1,971 $1,992 $6,031 $6,067 
Women's Apparel1,077 1,088 3,342 3,348 
Men's and Kids'1,034 1,049 3,071 3,177 
Home/Other (a)660 731 2,081 2,380 
Total Net Sales4,742 4,860 $14,525 $14,972 
Credit card revenues, net$120 $142 $362 $424 
Macy's Media Network revenue, net (b)41 36 112 95 
Other Revenue161 178 474 519 
Total Revenue$4,903 $5,038 $14,999 $15,491 
(a)Other primarily includes restaurant sales, allowance for merchandise returns adjustments and breakage income from unredeemed gift cards.
(b)Macy's Media Network is an in-house media platform supporting both Macy's and Bloomingdale's customers through a broad variety of advertising formats running both on owned and operated platforms as well as offsite.
Macy's accounted for 84% of the Company's net sales for the 13 and 39 weeks ended November 2, 2024 and 85% of the Company's net sales for the 13 and 39 weeks ended October 28, 2023. In addition, digital sales accounted for 30% of the Company's net sales for each of the 13 and 39 weeks ended November 2, 2024 and 31% of the Company's net sales for each of the 13 and 39 weeks ended October 28, 2023.
Retail Sales
Retail sales include merchandise sales, inclusive of delivery income, licensed department income, Marketplace income, sales of private brand goods directly to third party retailers and sales of excess inventory to third parties. Sales of merchandise are recorded at point of sale for in-store purchases or the time of shipment to the customer for digital purchases and are reported net of estimated merchandise returns and certain customer incentives. Commissions earned on sales generated by licensed departments and Marketplace are included as a component of total net sales and are recognized as revenue at the time merchandise is sold to customers. Service revenues (e.g., alteration and cosmetic services) are recorded at the time the customer receives the benefit of the service. The Company has elected to present sales taxes on a net basis and sales taxes are included in accounts payable and accrued liabilities until remitted to the taxing authorities.
Merchandise Returns
The Company estimates merchandise returns using historical data and recognizes an allowance that reduces net sales and cost of sales. The liability for merchandise returns is included in accounts payable and accrued liabilities on the Company's Consolidated Balance Sheets and was $174 million, $136 million and $190 million as of November 2, 2024, February 3, 2024 and October 28, 2023, respectively. Included in prepaid expenses and other current assets is an asset totaling $103 million, $83 million and $114 million as of November 2, 2024, February 3, 2024 and October 28, 2023, respectively, for the recoverable cost of merchandise estimated to be returned by customers.
12
MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Gift Cards and Customer Loyalty Programs
The Company only offers no-fee, non-expiring gift cards to its customers. At the time gift cards are sold or issued, no revenue is recognized; rather, the Company records an accrued liability to customers. The liability is relieved, and revenue is recognized, equal to the amount redeemed at the time gift cards are redeemed for merchandise. The Company records revenue from unredeemed gift cards (breakage) in net sales on a pro-rata basis over the time period gift cards are actually redeemed. At least three years of historical data, updated annually, is used to determine actual redemption patterns.
The Company maintains customer loyalty programs in which customers earn points based on their purchases. Under the Macy's Star Rewards loyalty program, points are earned based on customers' spending on Macy's private label and co-branded credit cards as well as non-proprietary cards and other forms of tender. Bloomingdale's Loyallist and Bluemercury BlueRewards programs provide tender neutral points-based programs to their customers. The Company recognizes the estimated net amount of the rewards that will be earned and redeemed as a reduction to net sales at the time of the initial transaction and as tender when the points are subsequently redeemed by a customer.
The liability for unredeemed gift cards and customer loyalty programs is included in accounts payable and accrued liabilities on the Company's Consolidated Balance Sheets and was $331 million, $384 million and $336 million as of November 2, 2024, February 3, 2024 and October 28, 2023, respectively.
Credit Card Revenues
In 2005, in connection with the sale of most of the Company's credit card accounts and related receivable balances to Citibank, the Company and Citibank entered into a long-term marketing and servicing alliance pursuant to the terms of a Credit Card Program Agreement ("Credit Card Program"). Subsequent to this initial arrangement and associated amendments, on December 13, 2021, the Company entered into the sixth amendment to the amended and restated Credit Card Program with Citibank (the "Program Agreement"). The changes to the Credit Card Program's financial structure are not materially different from its previous terms. As part of the Program Agreement, the Company receives payments for providing a combination of interrelated services and intellectual property to Citibank in support of the underlying Credit Card Program. Revenue based on the spending activity of the underlying accounts is recognized as the respective card purchases occur and the Company's profit share is recognized based on the performance of the underlying portfolio. Revenue associated with the establishment of new credit accounts and assisting in the receipt of payments for existing accounts is recognized as such activities occur. Credit card revenues include finance charges, late fees and other revenue generated by the Company’s Credit Card Program, net of fraud losses and expenses associated with establishing new accounts, credit card funding costs and bad debt reserves and are a component of other revenue on the consolidated statements of income.
The Program Agreement expires on March 31, 2030, subject to an additional renewal term of three years. The Program Agreement provides for, among other things, (i) the ownership by Citibank of the accounts purchased by Citibank, (ii) the ownership by Citibank of new accounts opened by the Company’s customers, (iii) the provision of credit by Citibank to the holders of the credit cards associated with the foregoing accounts, (iv) the servicing of the foregoing accounts, and (v) the allocation between Citibank and the Company of the economic benefits and burdens associated with the foregoing and other aspects of the alliance. Pursuant to the Program Agreement, the Company continues to provide certain servicing functions related to the accounts and related receivables owned by Citibank and receives compensation from Citibank for these services. The amounts earned under the Program Agreement related to the servicing functions are deemed adequate compensation and, accordingly, no servicing asset or liability has been recorded on the Consolidated Balance Sheets.
13
MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
4.    Financing Activities
The following table shows the detail of debt repayments:
39 Weeks Ended
November 2, 2024October 28, 2023
(millions)
Revolving credit agreement$90 $151 
6.79% Senior debentures due 2027
10 — 
6.7% Senior exchanged debentures due 2028
19 — 
6.7% Senior debentures due 2028
1 — 
7.0% Senior debentures due 2028
10 — 
5.875% Senior debentures due 2029
174 — 
6.9% Senior debentures due 2029
7 — 
$311 $151 
On September 18, 2024, Macy’s Retail Holdings, LLC (“MRH”), a direct, wholly owned subsidiary of Macy’s, Inc., completed a tender offer in which $221 million aggregate principal amount of certain senior notes and debentures were tendered for early settlement and purchased by MRH. The total cash cost for the tender offer was $225 million and was funded using cash on hand. The Company recognized $1 million of losses on early retirement of debt on the Consolidated Statements of Income during the third quarter of 2024.
The Company is party to an ABL Credit Facility with certain financial institutions providing for a $3,000 million asset-based credit facility (the "ABL Credit Facility"). The Company borrowed $176 million and repaid $90 million of debt under the ABL Credit Facility during the 13 and 39 weeks ended November 2, 2024. The Company borrowed $311 million and repaid $151 million of debt under the ABL Credit Facility during the 13 and 39 weeks ended October 28, 2023.
As of November 2, 2024 and October 28, 2023, the Company had $144 million and $138 million of standby letters of credit outstanding under the ABL Credit Facility, respectively, which reduced the available borrowing capacity to $2,856 million and $2,862 million, respectively. The Company had $86 million outstanding borrowings under the ABL Credit Facility as of November 2, 2024 and $160 million outstanding as of October 28, 2023.
During the 39 weeks ended November 2, 2024 the Company did not repurchase shares of its common stock. During the 39 weeks ended October 28, 2023, the Company repurchased approximately 1.4 million shares of its common stock pursuant to its existing stock purchase authorization for a total of approximately $25 million. As of November 2, 2024, the Company had $1.4 billion of authorization remaining under its share repurchase program. The Company may continue or, from time to time, suspend repurchases of shares under its share repurchase program, depending on prevailing market conditions, alternate uses of capital and other factors.
5.    Retirement Plans
The Company has defined contribution plans that cover substantially all employees who work 1,000 hours or more in a year. In addition, the Company has a funded defined benefit plan ("Pension Plan") and an unfunded defined benefit supplementary retirement plan ("SERP"), which provides benefits, for certain employees, in excess of qualified plan limitations. Effective January 1, 2012, the Pension Plan was closed to new participants, with limited exceptions, and effective January 2, 2012, the SERP was closed to new participants.
In February 2013, the Company announced changes to the Pension Plan and SERP whereby eligible employees no longer earn future pension service credits after December 31, 2013, with limited exceptions. All retirement benefits attributable to service in subsequent periods are provided through defined contribution plans.
In addition, certain retired employees currently are provided with specified health care and life insurance benefits ("Postretirement Obligations"). Eligibility requirements for such benefits vary, but generally state that benefits are available to eligible employees who were hired prior to a certain date and retire after a certain age with specified years of service. Certain employees are subject to having such benefits modified or terminated.
14
MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The defined contribution plan expense and actuarially determined components of the net periodic benefit cost (income) associated with the defined benefit plans are as follows:
13 Weeks Ended39 Weeks Ended
November 2, 2024October 28, 2023November 2, 2024October 28, 2023
(millions)
401(k) Qualified Defined Contribution Plan$22 $19 $68 $63 
Pension Plan
Interest cost$18 $19 54 63 
Expected return on assets(28)(29)(86)(97)
Recognition of net actuarial loss— 1 2 4 
$(10)$(9)$(30)$(30)
Supplementary Retirement Plan
Interest cost$5 $6 $16 $17 
Recognition of net actuarial loss2 1 5 5 
$7 $7 $21 $22 
    
Total Retirement Expense$19 $17 $59 $55 
    
Postretirement Obligations    
Interest cost$1 $1 $3 $3 
Recognition of net actuarial gain(2)(1)(5)(4)
Amortization of prior service credit— — $(1)$(1)
$(1)$— $(3)$(2)
In connection with the Company's defined benefit plans, for the 13 and 39 weeks ended October 28, 2023, the Company incurred non-cash settlement charges of $7 million and $129 million, respectively. For the 13 weeks ended October 28, 2023, these charges relate to the pro-rata recognition of net actuarial losses associated with the Company's Pension Plan and are the result of an increase in lump sum distributions associated with the retiree distribution elections. For the 39 weeks ended October 28, 2023, these charges relate to the pro-rata recognition of net actuarial losses associated with the Company's Pension Plan and are the result of the transfer of pension obligations for certain retirees and beneficiaries under the Pension Plan through the purchase of a group annuity contract with an insurance company, which occurred in the second quarter of 2023.
15
MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
6.    Fair Value Measurements
The Company's financial assets are required to be measured at fair value on a recurring basis, by level within the hierarchy as defined by applicable accounting standards.
Level 1: Quoted prices in active markets for identical assets
Level 2: Significant observable inputs for the assets
Level 3: Significant unobservable inputs for the assets

The following table shows the estimated fair value of the Company's marketable equity and debt securities:
Fair Value Measurements
TotalLevel 1Level 2Level 3
(millions)
November 2, 2024$41 $41 $— $— 
February 3, 202442 42 — — 
October 28, 202337 37 — — 
Other financial instruments not measured at fair value on a recurring basis include cash and cash equivalents, receivables, certain short-term investments and other assets, short-term debt, merchandise accounts payable, accounts payable and accrued liabilities and long-term debt. With the exception of long-term debt, the carrying amount of these financial instruments approximates fair value because of the short maturity of these instruments. The fair values of long-term debt, excluding capitalized leases, are generally estimated based on quoted market prices for identical or similar instruments, and are classified as Level 2 measurements within the hierarchy as defined by applicable accounting standards.
The following table shows the estimated fair value of the Company's long-term debt, including the current portion of long-term debt:
Notional AmountCarrying AmountFair Value
(millions)
November 2, 2024$2,785 $2,779 $2,492 
February 3, 20243,007 2,998 2,706 
October 28, 20233,007 2,997 2,325 
7.    Supplier Finance Programs
The Company has agreements with third-party financial institutions to facilitate supply chain finance ("SCF") programs. The programs allow qualifying suppliers to sell their receivables, on an invoice level at the selection of the supplier, from the Company to the financial institution and negotiate their outstanding receivable arrangements and associated fees directly with the financial institution. Macy's, Inc. is not party to the agreements between the supplier and the financial institution. The supplier invoices that have been confirmed as valid under the SCF programs require payment in full by the financial institution to the supplier by the original maturity date of the invoice, or discounted payment at an earlier date as agreed upon with the supplier. The Company's obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by a supplier’s participation in the SCF programs.

All outstanding amounts related to suppliers participating in the SCF programs are recorded upon confirmation with the third-party institutions in merchandise accounts payable in the consolidated balance sheets, and associated payments are included in operating activities in the consolidated statements of cash flows. The Company's outstanding obligations as of November 2, 2024, February 3, 2024 and October 28, 2023 were $162 million, $112 million and $164 million, respectively.
16
MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
8.    Revision of Consolidated Financial Statements for Correction of Immaterial Misstatement
During the preparation of the Company's unaudited consolidated financial statements for the fiscal quarter ended November 2, 2024, the Company identified an issue related to delivery expenses, a component of cost of sales, in one of its accrual accounts. The Company consequently initiated an independent investigation. As a result of the independent investigation and forensic analysis, the Company identified that a single employee with responsibility for small package delivery expense accounting intentionally made erroneous accounting accrual entries and falsified underlying documentation to hide approximately $151 million of cumulative delivery expenses from the fourth quarter of 2021 through the third quarter of 2024. The Company concluded that revisions should be made to its historical consolidated financial statements that were impacted by these misstatements to properly reflect delivery expense, the related accrual and tax effects. The total misstatement to delivery expense for the first half of fiscal 2024 amounted to approximately $9 million, which was adjusted in total during the third quarter of 2024.

In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the errors and determined that the related impact was not material to results of operations or financial position for any historical annual or interim period. Specifically, the errors identified did not impact net sales which the Company believes is a key financial metric of the users of the financial statements and do not impact trends in profitability or key financial statement operating metrics. The errors also did not impact the company’s cash management activities or vendor payments, net cash flows from operating activities or the Company’s compliance with its debt covenants. Based on this assessment and the consideration of both quantitative and qualitative factors, management determined that the errors are not material to any prior period. However, the Company is correcting such errors in the financial statements of this Form 10-Q by adjusting prior period financial statements. As a result, the Company has revised, within this Form 10-Q, its consolidated financial statements as of and for each of the quarterly and year-to-date periods as shown below. Additionally, Note 2 – Earnings Per Share, has been adjusted to reflect the correction of the immaterial errors.

Revised Consolidated Statements of Operations and Comprehensive Income (Loss)

52 Weeks Ended January 29, 202252 Weeks Ended January 28, 2023
As ReportedAdjustmentAs CorrectedAs ReportedAdjustmentAs Corrected
(millions, except per share figures)
Cost of sales$(14,956)$(15)$(14,971)$(15,306)$(41)$(15,347)
Operating income2,350 (15)2,335 1,730 (41)1,689 
Income before income taxes1,866 (15)1,851 1,518 (41)1,477 
Federal, state and local income tax expense(436)4 (432)(341)10 (331)
Net income1,430 (11)1,419 1,177 (31)1,146 
Basic earnings per share4.66 (0.04)4.62 4.28 (0.11)4.17 
Diluted earnings per share4.55 (0.03)4.52 4.19 (0.11)4.08 
Comprehensive income1,596 (11)1,585 1,181 (31)1,150 

17
MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
13 Weeks Ended April 29, 2023
As ReportedAdjustmentAs Corrected
(millions, except per share figures)
Cost of sales$(2,988)$(4)$(2,992)
Operating income244 (4)240 
Income before income taxes211 (4)207 
Federal, state and local income tax expense(56)— (56)
Net income155 (4)151 
Basic earnings per share0.57 (0.02)0.55 
Diluted earnings per share0.56 (0.01)0.55 
Comprehensive income156 (4)152 


13 Weeks Ended July 29, 202326 Weeks Ended July 29, 2023
As ReportedAdjustmentAs CorrectedAs ReportedAdjustmentAs Corrected
(millions, except per share figures)
Cost of sales$(3,176)$4 $(3,172)$(6,164)$(1)$(6,165)
Operating income124 4 128 368 (1)367 
Income (loss) before income taxes(30)4 (26)181 (1)180 
Federal, state and local income tax (expense) benefit8 (1)7 (48)— (48)
Net income (loss)(22)3 (19)133 (1)132 
Basic earnings (loss) per share(0.08)0.01 (0.07)0.49 (0.01)0.48 
Diluted earnings (loss) per share(0.08)0.01 (0.07)0.48 — 0.48 
Comprehensive income69 3 72 225 (1)224 

13 Weeks Ended October 28, 202339 Weeks Ended October 28, 2023
As ReportedAdjustmentAs CorrectedAs ReportedAdjustmentAs Corrected
(millions, except per share figures)
Cost of sales$(2,902)$(3)$(2,905)$(9,067)$(3)$(9,070)
Operating income86 (3)83 453 (3)450 
Income before income taxes46 (3)43 226 (3)223 
Federal, state and local income tax expense(3)1 (2)(51)1 (50)
Net income43 (2)41 175 (2)173 
Basic earnings per share0.16 (0.01)0.15 0.64 (0.01)0.63 
Diluted earnings per share0.15 — 0.15 0.63 (0.01)0.62 
Comprehensive income 10 (2)8 234 (2)232 

18
MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
13 Weeks Ended February 3, 202453 Weeks Ended February 3, 2024
As ReportedAdjustmentAs CorrectedAs ReportedAdjustmentAs Corrected
(in millions, except share figures)
Cost of sales$(5,076)$(77)$(5,153)$(14,143)$(81)$(14,224)
Operating income (loss)(72)(77)(149)382 (81)301 
Income (loss) before income taxes(103)(77)(180)124 (81)43 
Federal, state and local income tax (expense) benefit32 20 52 (19)21 2 
Net income (loss)(71)(57)(128)105 (60)45 
Basic earnings (loss) per share(0.26)(0.21)(0.47)0.38 (0.22)0.16 
Diluted earnings (loss) per share(0.26)(0.20)(0.46)0.38 (0.22)0.16 
Comprehensive income (loss)(7)(57)(64)227 (60)167 


Revised Consolidated Balance Sheets

October 28, 2023
As ReportedAdjustmentAs Corrected
(millions)
Current Assets:
Income taxes$73 $15 $88 
Total Current Assets7,070 15 7,085 
Total Assets18,111 15 18,126 
Current Liabilities:
Accounts payable and accrued liabilities2,388 60 2,448 
Total Current Liabilities6,014 60 6,074 
Shareholders’ Equity:
Accumulated equity6,261 (45)6,216 
Total Shareholders' Equity4,144 (45)4,099 
Total Liabilities and Shareholders’ Equity18,111 15 18,126 

February 3, 2024
As ReportedAdjustmentAs Corrected
(millions)
Current Liabilities:
Accounts payable and accrued liabilities$2,434 $137 $2,571 
Income taxes83 (35)48 
Total Current Liabilities4,430 102 4,532 
Shareholders’ Equity:
Accumulated equity6,190 (102)6,088 
Total Shareholders' Equity4,137 (102)4,035 

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MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
May 4, 2024
As ReportedAdjustmentAs Corrected
(millions)
Current Liabilities:
Accounts payable and accrued liabilities$2,088 $137 $2,225 
Income taxes115 (35)80 
Total Current Liabilities4,550 102 4,652 
Shareholders’ Equity:
Accumulated equity6,227 (102)6,125 
Total Shareholders' Equity4,186 (102)4,084 
August 3, 2024
As ReportedAdjustmentAs Corrected
(millions)
Current Assets:
Income taxes$12 $35 $47 
Total Current Assets5,707 35 5,742 
Total Assets15,833 35 15,868 
Current Liabilities:
Accounts payable and accrued liabilities1,990 137 2,127 
Total Current Liabilities3,867 137 4,004 
Shareholders’ Equity:
Accumulated equity6,328 (102)6,226 
Total Shareholders' Equity4,303 (102)4,201 
Total Liabilities and Shareholders’ Equity15,833 35 15,868 

Revised Consolidated Statement of Cash Flows
39 Weeks Ended October 28, 2023
As ReportedAdjustmentAs Corrected
(millions)
Cash flows from operating activities:
Net income$175 $(2)$173 
Changes in assets and liabilities:
Decrease in accounts payable and accrued liabilities
(305)3 (302)
Decrease in current income taxes(123)(1)(124)

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MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
52 Weeks Ended January 28, 202353 Weeks Ended February 3, 2024
As ReportedAdjustmentAs CorrectedAs ReportedAdjustmentAs Corrected
(millions)
Cash flows from operating activities:
Net income$1,177 $(31)$1,146 $105 $(60)$45 
Adjustments to reconcile net income to net cash provided by operating activities:
Decrease in accounts payable and accrued liabilities
(174)41 (133)(347)81 (266)
Decrease in current income taxes(75)(10)(85)24 (21)3 
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MACY'S, INC.
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
For purposes of the following discussion, all references to "third quarter of 2024" and "third quarter of 2023" are to the Company's 13-week fiscal periods ended November 2, 2024 and October 28, 2023, respectively. References to "2024" and "2023" are to the Company's 39-week fiscal periods ended November 2, 2024 and October 28, 2023, respectively.
The following discussion should be read in conjunction with the Consolidated Financial Statements and the related notes included elsewhere in this report, as well as the financial and other information included in the 2023 10-K. The following discussion contains forward-looking statements that reflect the Company's plans, estimates and beliefs. The Company's actual results could materially differ from those discussed in these forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those discussed below and elsewhere in this report (particularly in "Risk Factors" and in "Forward-Looking Statements") and in the 2023 10-K (particularly in "Risk Factors" and in "Forward-Looking Statements"). This discussion includes Non-GAAP financial measures. For information about these measures, see the disclosure under the caption "Important Information Regarding Non-GAAP Financial Measures".
Quarterly Overview
The Company continues to view fiscal 2024 as a transition and investment year as it implements its new strategy, A Bold New Chapter, which is designed to return the Company to enterprise growth, unlock shareholder value, improve the omni-channel experience and better serve its customers. During the third quarter of 2024, the Company continued to make progress on its three-year Bold New Chapter strategy, as follows:
•.Strengthen the Macy's nameplate
◦Rationalize store base: At the end of fiscal 2023, the Company announced it had identified approximately 150 underproductive Macy's locations for closure through fiscal 2026 (collectively, the "non-go-forward" locations), which will allow for monetization of these non-go-forward locations and prioritization of investments in the approximately 350 remaining Macy's locations (collectively, the "go-forward" locations) where the Company believes it has the most opportunity to improve square footage productivity. For the non-go-forward Macy's locations and distribution centers, the Company is thoughtfully and strategically approaching monetization to execute accretive deals and is encouraged by the pace and quality of deal activity to date. As a result, the Company now expects to close approximately 65 locations in fiscal 2024 versus its original expectations of roughly 50.
◦Launch of First 50 Locations: The First 50 locations are a key component of the Macy's Bold New Chapter growth strategy as they are an early indicator for go-forward Macy's nameplate growth and ultimately the Macy's, Inc. go-forward business' ability to achieve comparable sales growth. They serve as pilots to test ideas with staffing initiatives, enhanced merchandising, visual presentation and eventing.
The First 50 achieved its third consecutive quarter of both comparable sales growth and improvement in Net Promoter Scores. Its Net Promoter Score improved approximately 400 basis points from the third quarter of 2023. The Company has been testing staffing in women's shoes and/or handbags in roughly 100 additional go-forward Macy's locations this fall. Compared to total Macy’s locations that are not in the First 50 or did not receive additional staffing, year-over-year women’s shoes and handbags sales outperformed by roughly 600 and 700 basis points, respectively.
◦Revitalize assortment: The Company's focus on offering new product across categories is gaining traction. In the third quarter of 2024, Macy's reduced exposure to less-relevant brands, and expanded offerings in brands to which its customers are responding. Macy's is providing compelling fashion and value in its women's apparel private brands, including Charter Club and Style & Co. Additionally, fragrance continues to be a standout in performance during the third quarter of 2024.
◦Rollout of additional Macy's small format stores: The Company opened six Macy's small format locations during the third quarter of 2024, bringing the total Macy's small format location count to 24.
◦Grow digital: Digital continues to serve as both a gateway to the Macy's nameplate and a source of commerce and omni engagement. Macy's digital visits increased 0.4% while the conversion rate decreased 20 basis points compared to the third quarter of 2023.
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MACY'S, INC.
•.Accelerate luxury growth
◦The Company continues its plans to expand its luxury store footprint by approximately 20% through fiscal 2026.
▪Bloomingdale's: Bloomingdale's returned to positive comparable sales in the third quarter of 2024, supported by continued strength in advanced contemporary apparel, as well as beauty and digital. Net Promoter Scores improved 70 basis points compared to the third quarter of 2023 and remain a strength for the Bloomingdale's nameplate.The Company expects to open approximately 15 additional small format (Bloomie's and Bloomingdale's the Outlet) locations through fiscal 2026. Two Bloomingdale's the Outlet locations opened in the third quarter of 2024, bringing the total Bloomingdale's small format count to 26.
▪Bluemercury: Bluemercury achieved its 15th consecutive quarter of comparable sales growth driven by continued strength in skincare and the expansion of key brand partners both in skincare and fragrances. It opened eight new locations and completed four remodels in the third quarter of 2024. The new and remodeled stores elevate Bluemercury's service model, spa integration and product mix and continued to outperform the total Bluemercury fleet in the third quarter of 2024.
•.Simplify and modernize end-to-end operations
◦The Company is actively advancing on solutions to reduce organizational complexity and generate cost savings to fund growth investments. During the third quarter of 2024, the Company realized lower fulfillment costs, optimized cash flow generation and improved Net Promoter Scores for product availability due to the continued focus on creating a more efficient fulfillment network. The Company is also phasing out legacy technology across the organization to deliver an improved customer experience.

Comparable sales highlights for the third quarter of 2024 versus the third quarter of 2023 related to components of a Bold New Chapter strategy are as follows:
•Macy's, Inc. comparable sales declined 2.4% on an owned basis and declined 1.3% on an owned-plus-licensed-plus-marketplace basis.
◦Macy's, Inc. go-forward business comparable sales, inclusive of go-forward locations and digital across nameplates, declined 2.0% on an owned basis and declined 0.9% on an owned-plus-licensed-plus-marketplace basis.
•Company's nameplate highlights include:
◦Macy's comparable sales declined 3.0% on an owned basis and declined 2.2% on an owned-plus-licensed-plus-marketplace basis. Macy's go-forward business comparable sales, inclusive of Macy’s go-forward locations and digital, declined 2.6% on an owned basis and declined 1.8% on an owned-plus-licensed-plus-marketplace basis.
•First 50 locations comparable sales, included within go-forward locations comparable sales, increased 1.9% on an owned basis and on an owned-plus-licensed basis.
◦Bloomingdale's comparable sales increased 1.0% on an owned basis and increased 3.2% on an owned-plus-licensed-plus-marketplace basis1.
◦Bluemercury comparable sales increased 3.3% on an owned basis.
1 Bloomingdale's excludes one non-go-forward location.
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MACY'S, INC.
Results of Operations
Comparison of the Third Quarter of 2024 and the Third Quarter of 2023
Third Quarter of 2024Third Quarter of 2023
Amount% to Net Sales% to Total RevenueAmount% to Net Sales% to Total Revenue
(dollars in millions, except per share figures)
Net sales