M 10-K Annual Report Feb. 3, 2018 | Alphaminr
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M 10-K Fiscal year ended Feb. 3, 2018

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MACY'S, INC.
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TABLE OF CONTENTS
Part IIIItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Consolidated Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

3.1 Amended and Restated Certificate of Incorporation Exhibit3.1 to the Company's Current Report on Form8-K filed on May18, 2010 3.1.2 Article Seventh of the Amended and Restated Certificate of Incorporation Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 24, 2011 3.2 Amended and Restated By-Laws Exhibit3.1 to the Company's Current Report on Form 8-K filed on September 30, 2016 4.1 Amended and Restated Certificate of Incorporation See Exhibits3.1,3.1.1 and3.1.2 4.2 Amended and Restated By-Laws See Exhibit3.2 4.3.1 Guarantee of Securities, dated as of August30, 2005, by the Company relating to the 1991 Indenture Exhibit10.13 to the Company's Current Report on Form8-K filed on August30, 2005 (the August30, 2005 Form8-K) 4.4.2 Tenth Supplemental Indenture to the 1994 Indenture, dated as of August 30, 2005, among the Company, Macy's Retail and U.S. Bank National Association (as successor to State Street Bank and Trust Company and as successor to The First National Bank of Boston), as Trustee Exhibit 10.14 to the August 30, 2005 Form 8-K 4.4.3 Guarantee of Securities, dated as of August30, 2005, by the Company relating to the 1994 Indenture Exhibit 10.16 to the August30, 2005 Form 8-K 4.5.3 Seventh Supplemental Indenture to the 1997 Indenture, dated as of August 30, 2005 among the Company, Macy's Retail and U.S. Bank National Association (successor to Citibank, N.A.), as Trustee Exhibit 10.15 to the August 30, 2005 Form 8-K 4.5.4 Guarantee of Securities, dated as of August30, 2005, by the Company relating to the 1997 Indenture Exhibit 10.17 to the August30, 2005 Form8-K 4.6.1 First Supplemental Indenture to the 1996 Indenture, dated as of August30, 2005, by and among the Company (as successor to May Delaware), Macy's Retail (f/k/a May New York) and BNY Mellon, as Trustee Exhibit10.9 to the August30, 2005 Form8-K 4.7.1 First Supplemental Indenture to the 2004 Indenture, dated as of August30, 2005 among the Company (as successor to May Delaware), Macy's Retail and BNY Mellon, as Trustee Exhibit10.10 to the August30, 2005 Form8-K 4.8 Indenture, dated as of November2, 2006, by and among Macy's Retail, the Company and U.S. Bank National Association, as Trustee (the 2006 Indenture) Exhibit4.6 to the Company's Registration Statement on FormS-3ASR (Registration No.333-138376) filed on November2, 2006 4.8.1 Third Supplemental Indenture to the 2006 Indenture, dated March12, 2007, among Macy's Retail, the Company and U.S. Bank National Association, as Trustee Exhibit4.2 to the Company's Current Report on Form 8-K filed on March12, 2007 4.8.2 Sixth Supplemental Indenture to the 2006 Indenture, dated December 10, 2015, among Macy's Retail, the Company and U.S. Bank National Association, as Trustee Exhibit 4.2 to the Company's Current Report on Form 8-K filed on December 10, 2015 4.9 Indenture, dated as of January 13, 2012, among Macy's Retail, the Company and BNY Mellon, as Trustee (the "2012 Indenture") Exhibit4.1 to the Company's Current Report on Form8-K filed on January 13, 2012 (the January 13, 2012 Form8-K) 4.9.1 First Supplemental Trust Indenture to the 2012 Indenture, dated as of January 13, 2012, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee Exhibit4.2 to the January 13, 2012 Form8-K 4.9.2 Second Supplemental Trust Indenture to the 2012 Indenture, dated as of January 13, 2012, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee Exhibit4.3 to the January 13, 2012 Form8-K 4.9.3 Third Supplemental Trust Indenture, dated as of November 20, 2012, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 20, 2012 (the November 20, 2012 Form 8-K) 4.9.4 Fourth Supplemental Trust Indenture, dated as of November 20, 2012, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee Exhibit 4.3 to the November 20, 2012 Form 8-K 4.9.5 Fifth Supplemental Trust Indenture, dated as of September 6, 2013, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee Exhibit 4.2 to the Company's Current Report on Form 8-K filed on September 6, 2013 4.9.6 Sixth Supplemental Trust Indenture, dated as of May 23, 2014, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee Exhibit 4.2 to the Company's Current Report on Form 8-K filed on May 23, 2014 4.9.7 Seventh Supplemental Trust Indenture, dated as of November 18, 2014, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 18, 2014 10.1 Credit Agreement, dated as of May 6, 2016, among the Company, Macy's Retail, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and paying agent, and Bank of America, N.A., as administrative agent Exhibit 10.01 to the Company's Current Report on Form 8-K filed on May 11, 2016 (the May 11, 2016 Form 8-K) 10.2 Guarantee Agreement, dated as of May 6, 2016, among the Company, Macy's Retail, certain subsidiary guarantors and JPMorgan Chase Bank, N.A., as paying agent Exhibit 10.02 to the May 11, 2016 Form8-K 10.3 Tax Sharing Agreement, dated as of October 31, 2014, among Macy's, Inc. and members of the Affiliated Group Exhibit 10.7 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 31, 2015 (the 2014 Form 10-K) 10.4+ Amended and Restated Credit Card Program Agreement, dated November 10, 2014, among the Company, FDS Bank, Macy's Credit and Customer Services, Inc. (MCCS), Macy's West Stores, Inc., Bloomingdales, Inc., Department Stores National Bank ("DSNB") and Citibank, N.A. Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on December 8, 2014 10.5 1995 Executive Equity Incentive Plan, as amended and restated as of June 1, 2007 (the 1995 Plan) * Exhibit 10.11 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January31, 2009 (the 2008 Form 10-K) 10.6 Senior Executive Incentive Compensation Plan * Appendix B to the Company's Proxy Statement dated March 31, 2017 10.7 1994 Stock Incentive Plan, as amended and restated as of June 1, 2007 * Exhibit 10.13 to the 2008 Form 10-K 10.9 Executive Severance Plan, effective November1, 2009, as revised and restated January 1, 2014 * Exhibit 10.14 to the Companys Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended February 1, 2014 (the 2013 Form 10-K) 10.9.1 Senior Executive Severance Plan effective as of April 1, 2018* 10.10 Form of Non-Qualified Stock Option Agreement for the 1995 Plan (for Executives and Key Employees) * Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 29, 2005 10.10.1 Form of Non-Qualified Stock Option Agreement for the 1995 Plan (for Executives and Key Employees), as amended * Exhibit 10.33.1 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 28, 2006 10.10.3 Form of Nonqualified Stock Option Agreement under the 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees) * Exhibit 10.15.3 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended February 2, 2013 (the "2012 Form 10-K") 10.10.4 Form of Nonqualified Stock Option Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees) * Exhibit 10.14.4 to the 2014 Form 10-K 10.10.5 Form of Nonqualified Stock Option Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees), as amended * 10.11.1 Form of Time-Based Restricted Stock Agreement under the 2009 Omnibus Incentive CompensationPlan * Exhibit 10.3 to the Company's Current Report on Form 8-K filed on March 25, 2010 10.12 2016-2018 Performance-Based Restricted Stock Unit Terms and Conditions * Exhibit 10.13.2 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 30, 2016 (the "2015 Form 10-K") 10.12.1 2017-2019 Performance-Based Restricted Stock Unit Terms and Conditions * Exhibit 10.13.2 to the Company's Quarterly Report on Form 10-Q filed August 25, 2017 10.12.2 2018-2020 Performance-Based Restricted Stock Unit Terms and Conditions * 10.13 Form of Time-Based Restricted Stock Unit Agreement under the 2009 Omnibus Incentive Compensation Plan * Exhibit 10.19 to the 2012 Form 10-K 10.13.1 Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan * Exhibit 10.18.1 to the 2014 Form 10-K 10.13.2 Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (with dividend equivalents) * 10.13.3 Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan, as amended * 10.14 Supplementary Executive Retirement Plan * Exhibit 10.29 to the 2008 Form 10-K 10.14.1 First Amendment to the Supplementary Executive Retirement Plan effective January 1, 2012 * Exhibit 10.21.1 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 28, 2012 10.14.2 Second Amendment to Supplementary Executive Retirement Plan effective January 1, 2012 * Exhibit 10.20.2 to the 2012 Form 10-K 10.14.3 Third Amendment to Supplementary Executive Retirement Plan effective December 31, 2013 * Exhibit 10.20.3 to the 2013 Form 10-K 10.15 Executive Deferred Compensation Plan * Exhibit 10.30 to the 2008 Form 10-K 10.15.1 First Amendment to Executive Deferred Compensation Plan effective December 19, 2013 * Exhibit 10.21.1 to the 2013 Form 10-K 10.16 Macy's, Inc. 401(k) Retirement Investment Plan (the "Plan") (amending and restating the Macy's, Inc. 401(k) Retirement Investment Plan) effective as of January 1, 2014 * Exhibit 10.22 to the 2013 Form 10-K 10.16.1 First Amendment to the Plan regarding matching contributions with respect to the Plans plan years beginning on and after January 1, 2014, effective January 1, 2014 * Exhibit 10.21.1 to the 2014 Form 10-K 10.16.2 Second Amendment to the Plan regarding marriage status, effective January 1, 2014 * Exhibit 10.21.2 to the 2014 Form 10-K 10.16.3 Third Amendment to the Plan regarding matching contributions with respect to the Plans plan years beginning on and after January 1, 2014 * Exhibit 10.21.3 to the 2014 Form 10-K 10.16.4 Fourth Amendment to the Plan regarding rules applicable to Puerto Rico participants effective January 1, 2011 (and for the Plan's plan years beginning on and after that date)* Exhibit 10.17.4 to the 2015 Form 10-K 10.16.5 Fifth Amendment to the Plan regarding eligible associates to participate (pre-tax deferrals only, no match) immediately upon hire* Exhibit 10.17.5 to the 2015 Form 10-K 10.17 Director Deferred Compensation Plan * Exhibit 10.33 to the 2008 Form 10-K 10.18 Macy's, Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan * Appendix B to the Company's Proxy Statement dated April 2, 2014 10.19 Macy's, Inc. Deferred Compensation Plan * Exhibit 4.5 to the Company's Registration Statement on Form S-8 (Registration No. 333-192917) filed on December 18, 2013 10.19.1 First Amendment to Deferred Compensation Plan regarding special rules of eligibility for newly eligible participants, effective April 1, 2014 * Exhibit 10.24.1 to the 2014 Form 10-K 10.19.2 Second Amendment to Deferred Compensation Plan regarding payment rules for plan years that begin on or after January 1, 2015, effective January 1, 2014 * Exhibit 10.24.2 to the 2014 Form 10-K 10.19.3 Third Amendment to Deferred Compensation Plan regarding a lump sum distribution from account if its balance does not exceed a certain amount, effective July 1, 2015* Exhibit 10.20.3 to the 2015 Form 10-K 10.20 Change in Control Plan, effective November 1, 2009, as revised and restated effective April 1, 2018* 10.21 Amended and Restated Time Sharing Agreement between Macy's, Inc. and Terry J. Lundgren, dated August 21, 2014 * Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on September 8, 2014 10.21.1 Time Sharing Agreement between Macy's, Inc. and Jeff Gennette, dated June 14, 2017* 10.22 General Release with Addendum between Macy's, Inc. and Peter R. Sachse * Exhibit 10.23 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 28, 2017 (the "2016 Form 10-K") 21 Subsidiaries 23 Consent of KPMG LLP 24 Powers of Attorney 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