m-20240504

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________

FORM 10-Q

________________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 4, 2024


o			TRANSITION 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

________________________________

Macy's, Inc.

(Exact name of registrant as specified in its charter)

________________________________


Delaware			13-3324058
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	M	New 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 Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging Growth Company

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 May 4, 2024
Common Stock, $.01 par value per share						276,411,486 shares


		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Statements of Income	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Balance Sheets	5
	Consolidated Statements of Changes in Shareholders' Equity	6
	Consolidated Statements of Cash Flows	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Control and Procedures	23
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24

Item 5.	Other Information	24
Item 6.	Exhibits	26
SIGNATURES		27


	13 Weeks Ended
	May 4, 2024		April 29, 2023
Net sales	$	4,846	$	4,982
Other revenue	154		191
Total revenue	5,000		5,173

Cost of sales	(2,946)		(2,988)
Selling, general and administrative expenses	(1,911)		(1,950)
Gains on sale of real estate	1		11
Impairment, restructuring and other costs	(19)		(2)
Operating income	125		244
Benefit plan income, net	4		4

Interest expense, net	(31)		(37)

Income before income taxes	98		211
Federal, state and local income tax expense	(36)		(56)
Net income	$	62	$	155
Basic earnings per share	$	0.22	$	0.57
Diluted earnings per share	$	0.22	$	0.56


	May 4, 2024		February 3, 2024		April 29, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	876	$	1,034	$	603
Receivables	257		293		255
Merchandise inventories	4,687		4,361		4,607
Prepaid expenses and other current assets	442		401		390

Total Current Assets	6,262		6,089		5,855
Property and Equipment - net of accumulated depreciation and amortization of $4,410, $4,276 and $4,763	5,295		5,308		5,864
Right of Use Assets	2,358		2,305		2,715
Goodwill	828		828		828
Other Intangible Assets – net	429		430		432
Other Assets	1,277		1,286		1,174
Total Assets	$	16,449	$	16,246	$	16,868
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:

Merchandise accounts payable	$	2,347	$	1,913	$	2,415
Accounts payable and accrued liabilities	2,088		2,434		2,233
Income taxes	115		83		134
Total Current Liabilities	4,550		4,430		4,782
Long-Term Debt	2,998		2,998		2,996
Long-Term Lease Liabilities	3,034		2,986		2,996
Deferred Income Taxes	749		745		916
Other Liabilities	932		950		1,008






Shareholders' Equity	4,186		4,137		4,170
Total Liabilities and Shareholders’ Equity	$	16,449	$	16,246	$	16,868


	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	$	6,190	$	(1,912)	$	(496)	$	4,137
Net income					62						62

Common stock dividends ($0.1737 per share)					(48)						(48)

Stock-based compensation expense			13								13
Stock issued under stock plans			(71)				70				(1)
Cumulative-effect adjustment (a)					23						23
Balance at May 4, 2024	$	3	$	294	$	6,227	$	(1,842)	$	(496)	$	4,186


	13 Weeks Ended
Revenues	May 4, 2024		April 29, 2023
	(millions)
Women's Accessories, Shoes, Cosmetics and Fragrances	$	2,070	$	2,025
Women's Apparel	1,145		1,150
Men's and Kids'	981		1,018
Home/Other (a)	650		789
Total Net Sales	4,846		4,982

Credit card revenues, net	$	117	$	162
Macy's Media Network revenue, net (b)	37		29
Other Revenue	154		191

Total Revenue	$	5,000	$	5,173


			Fair Value Measurements
	Total		Level 1		Level 2		Level 3
	(millions)
May 4, 2024	$	36	$	36	$	—	$	—
February 3, 2024	42		42		—		—
April 29, 2023	36		36		—		—


	Notional Amount		Carrying Amount		Fair Value
	(millions)
May 4, 2024	$	3,007	$	2,998	$	2,766
February 3, 2024	3,007		2,998		2,706
April 29, 2023	3,007		2,996		2,468


	First Quarter of 2024							First Quarter of 2023
	Amount			% to Net Sales		% to Total Revenue		Amount			% to Net Sales		% to Total Revenue
	(dollars in millions, except per share figures)
Net sales	$	4,846						$	4,982
Other revenue	154			3.2	%			191			3.8	%
Total revenue	5,000							5,173
Cost of sales	(2,946)			(60.8)	%			(2,988)			(60.0)	%
Selling, general and administrative expenses	(1,911)					(38.2)	%	(1,950)					(37.7)	%
Gains on sale of real estate	1					—	%	11					0.2	%
Impairment, restructuring and other costs	(19)					(0.4)	%	(2)					—	%
Operating income	125					2.5	%	244					4.7	%

Diluted earnings per share	$	0.22						$	0.56

Supplemental Financial Measures
Gross margin (a)	$	1,900		39.2	%			$	1,994		40.0	%

Decrease in comparable sales	(1.2)		%					(7.9)		%

Supplemental Non-GAAP Financial Measures
Decrease in comparable sales on an owned-plus-licensed-plus-marketplace basis	(0.3)		%					(7.2)		%
Adjusted diluted earnings per share	$	0.27						$	0.56
EBITDA	$	345						$	466
Adjusted EBITDA	$	364						$	468


	First Quarter of 2024			First Quarter of 2023
SG&A expenses	$	(1,911)		$	(1,950)
As a percent to total revenue	38.2		%	37.7		%


	First Quarter of 2024		First Quarter of 2023
Net interest expense	$	(31)	$	(37)


	13 Weeks Ended
	May 4, 2024		April 29, 2023
	(millions)
401(k) Qualified Defined Contribution Plan	$	23	$	23
Pension Plan

Interest cost	$	18	$	22
Expected return on assets	(29)		(34)
Recognition of net actuarial loss	1		2
	$	(10)	$	(10)
Supplementary Retirement Plan
Interest cost	$	5	$	5
Recognition of net actuarial loss	2		2
	$	7	$	7

Total Retirement Expense	$	20	$	20

Postretirement Obligations
Interest cost	$	1	$	1
Recognition of net actuarial gain	(2)		(2)

	$	(1)	$	(1)


	2024		2023
Net cash provided by operating activities	$	129	$	105
Net cash used by investing activities	(217)		(270)
Net cash used by financing activities	(70)		(94)


	First Quarter of 2024		First Quarter of 2023
Effective tax rate	36.7	%	26.5	%
Federal income statutory rate	21	%	21	%


	May 4, 2024		February 3, 2024
	(in millions)
ASSETS
Current Assets	$	909	$	1,028
Noncurrent Assets	6,303		6,145
LIABILITIES
Current Liabilities	$	1,667	$	1,800
Noncurrent Liabilities (a)	10,685		10,654


	13 Weeks Ended May 4, 2024
	(in millions)
Net sales	$	194
Consignment commission income (a)	756
Other revenue	35
Cost of sales	(97)
Operating loss	(327)
Loss before income taxes (b)	(292)
Net loss	(198)


	13 Weeks Ended May 4, 2024 vs. 13 Weeks Ended April 29, 2023
	Macy's, Inc.		Macy's
Decrease in comparable sales on an owned basis (Note 1)	(1.2	%)	(1.6	%)
Impact of departments licensed to third parties and marketplace sales (Note 2)	0.9	%	1.2	%
Decrease in comparable sales on an owned-plus-licensed-plus-marketplace basis	(0.3	%)	(0.4	%)


	13 Weeks Ended May 4, 2024 vs. 13 Weeks Ended April 29, 2023
	Macy's, Inc. go-forward business		Macy's go-forward business		Bloomingdale's (a)		Bluemercury
Increase (decrease) in comparable sales on an owned basis (Note 1)	(0.9)	%	(1.3)	%	0.8	%	4.3	%
Impact of departments licensed to third parties and marketplace sales (Note 2)	1.0	%	1.3	%	(0.5	%)	—	%
Increase in comparable sales on an owned-plus-licensed-plus-marketplace basis	0.1	%	—	%	0.3	%	4.3	%


	13 Weeks Ended May 4, 2024 vs. 13 Weeks Ended April 29, 2023
	Macy's First 50 locations		Macy's Non-First 50 go-forward locations		Macy's go-forward locations		Macy's non-go-forward locations
Increase (decrease) in comparable sales on an owned basis (Note 1)	3.3	%	(1.2	%)	0.1	%	(4.5	%)
Impact of departments licensed to third parties (Note 2)	0.1	%	(0.1	%)	—	%	—	%
Increase (decrease) in comparable sales on an owned-plus-licensed basis	3.4	%	(1.3	%)	0.1	%	(4.5	%)


	13 Weeks Ended May 4, 2024		13 Weeks Ended April 29, 2023
	(millions)



Net income	$	62	$	155
Interest expense - net	31		37

Federal, state and local income tax expense	36		56
Depreciation and amortization	216		218
EBITDA	$	345	$	466
Impairment, restructuring and other costs	19		2

Adjusted EBITDA	$	364	$	468


	13 Weeks Ended May 4, 2024				13 Weeks Ended April 29, 2023
	Net Income		Diluted Earnings Per Share		Net Income		Diluted Earnings Per Share
	(millions, except per share figures)
As reported	$	62	$	0.22	$	155	$	0.56
Impairment, restructuring and other costs	19		0.07		2		—


Income tax impact of certain items noted above	(4)		(0.02)		—		—
As adjusted to exclude certain items above	$	77	$	0.27	$	157	$	0.56


10.1+						2024-2026 Performance-Based Restricted Stock Unit Terms and Conditions under the 2021 Equity and Incentive Compensation Plan*

10.2+						2024-2028 Performance-Based Restricted Stock Unit Terms and Conditions under the 2021 Equity and Incentive Compensation Plan*

18						Preferability Letter of Independent Registered Public Accounting Firm

22						List of Subsidiary Guarantors (incorporated by reference to Exhibit 22 to the Company’s Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 28, 2023)

31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a)

31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a)

32.1						Certification by Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act

32.2						Certification by Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act

101						The following financial statements from Macy's, Inc.'s Quarterly Report on Form 10-Q for the quarter ended May 4, 2024, filed on May 30, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Changes in Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	MACY'S, INC.

	By:	/s/ TRACY M. PRESTON
		Tracy M. Preston Chief Legal Officer and Corporate Secretary

	By:	/s/ PAUL GRISCOM
		Paul Griscom Senior Vice President and Controller

Date: May 30, 2024

SEC Form 10-Q filed by Macy's Inc