M 10-K Annual Report Feb. 1, 2020 | Alphaminr
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M 10-K Fiscal year ended Feb. 1, 2020

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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 ProceedingsItem 4. Mine Safety DisclosuresPart 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. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 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 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 May 24, 2011 3.2 Amended and Restated By-Laws Exhibit3.1 to the Company's Current Report on Form 8-K filed September 30, 2016 4.1.1 Guarantee of Securities, dated as of August30, 2005, by the Company relating to 1991 Indenture Exhibit10.13 to the Company's Current Report on Form8-K filed August30, 2005 (August30, 2005 Form8-K) 4.2.2 Tenth Supplemental Indenture to 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 August 30, 2005 Form 8-K 4.2.3 Guarantee of Securities, dated as of August30, 2005, by the Company relating to 1994 Indenture Exhibit 10.16 to August30, 2005 Form 8-K 4.3.3 Seventh Supplemental Indenture to 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 August 30, 2005 Form 8-K 4.3.4 Guarantee of Securities, dated as of August30, 2005, by the Company relating to 1997 Indenture Exhibit 10.17 to August30, 2005 Form8-K 4.4.1 First Supplemental Indenture to 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 (successor to J.P. Morgan Trust Company, National Association), as Trustee Exhibit10.9 to August30, 2005 Form8-K 4.5.1 First Supplemental Indenture to 2004 Indenture, dated as of August30, 2005 among the Company (as successor to May Delaware), Macy's Retail and BNY Mellon (successor to J.P. Morgan Trust Company, National Association), as Trustee Exhibit10.10 to August30, 2005 Form8-K 4.6 Indenture, dated as of November2, 2006, by and among Macy's Retail, the Company and U.S. Bank National Association, as Trustee (2006 Indenture) Exhibit4.6 to the Company's Registration Statement on FormS-3ASR (Registration No.333-138376) filed November2, 2006 4.6.1 Third Supplemental Indenture to 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 March12, 2007 4.6.2 Sixth Supplemental Indenture to 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 December 10, 2015 4.7 Indenture, dated as of January 13, 2012, among Macy's Retail, the Company and BNY Mellon, as Trustee ("2012 Indenture") Exhibit4.1 to the Company's Current Report on Form8-K filed January 13, 2012 (January 13, 2012 Form8-K) 4.7.1 First Supplemental Trust Indenture to 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 January 13, 2012 Form8-K 4.7.2 Second Supplemental Trust Indenture to 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 January 13, 2012 Form8-K 4.7.3 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 November 20, 2012 (November 20, 2012 Form 8-K) 4.7.4 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 November 20, 2012 Form 8-K 4.7.5 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 September 6, 2013 4.7.6 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 May 23, 2014 4.7.7 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 November 18, 2014 4.8 Description of the Company's Securities Registered under Section 12 of the Securities Exchange Act of 1934 10.1 Credit Agreement, dated as of May 9, 2019, among the Company, Macy's Retail and Bank of America, N.A., as administrative agent Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 15, 2019 (May 15, 2019 Form 8-K) 10.2 Guarantee Agreement, dated as of May 9, 2019, among the Company, Macy's Retail and Bank of America, N.A., as administrative agent Exhibit 10.2 to May 15, 2019 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 (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 December 8, 2014 10.5 Senior Executive Incentive Compensation Plan * Appendix B to the Company's Proxy Statement dated March 31, 2017 10.7 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 (2013 Form 10-K) 10.7.1 Senior Executive Severance Plan effective as of April 1, 2018 * Exhibit 10.9.1 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended February 3, 2018 ("2017 Form 10-K") 10.8 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 ("2012 Form 10-K") 10.8.1 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 2014 Form 10-K 10.8.2 Form of Nonqualified Stock Option Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees), as amended * Exhibit 10.10.5 to 2017 Form 10-K 10.8.3 Form of Stock Option Terms and Conditions under the 2018 Equity and Incentive Compensation Plan * Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 4, 2019 10.9 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 March 25, 2010 10.10 2017-2019 Performance-Based Restricted Stock Unit Terms and Conditions under the Amended and Restated 2009 Omnibus Incentive Compensation Plan * Exhibit 10.13.2 to the Company's Quarterly Report on Form 10-Q filed August 25, 2017 10.10.1 2018-2020 Performance-Based Restricted Stock Unit Terms and Conditions under the Amended and Restated 2009 Omnibus Incentive Compensation Plan * Exhibit 10.12.2 to 2017 Form 10-K 10.10.2 2019-2021 Performance-Based Restricted Stock Unit Terms and Conditions under the 2018 Equity and Incentive Compensation Plan * Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 4, 2019 10.11 Form of Time-Based Restricted Stock Unit Agreement under the 2009 Omnibus Incentive Compensation Plan * Exhibit 10.19 to 2012 Form 10-K 10.11.1 Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan * Exhibit 10.18.1 to 2014 Form 10-K 10.11.2 Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (with dividend equivalents) * Exhibit 10.13.2 to 2017 Form 10-K 10.11.3 Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan, as amended * Exhibit 10.13.3 to 2017 Form 10-K 10.11.4 Form of Time-Based Restricted Stock Unit Terms and Conditions under the 2018 Equity and Incentive Compensation Plan * Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 4, 2019 10.12 Supplementary Executive Retirement Plan * Exhibit 10.29 to 2008 Form 10-K 10.12.1 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 10.12.2 Second Amendment to Supplementary Executive Retirement Plan effective January 1, 2012 * Exhibit 10.20.2 to 2012 Form 10-K 10.12.3 Third Amendment to Supplementary Executive Retirement Plan effective December 31, 2013 * Exhibit 10.20.3 to 2013 Form 10-K 10.13 Executive Deferred Compensation Plan * Exhibit 10.30 to 2008 Form 10-K 10.13.1 First Amendment to Executive Deferred Compensation Plan effective December 31, 2013 * Exhibit 10.21.1 to 2013 Form 10-K 10.14 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 2013 Form 10-K 10.14.1 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 2014 Form 10-K 10.14.2 Second Amendment to the Plan regarding marriage status, effective January 1, 2014 * Exhibit 10.21.2 to 2014 Form 10-K 10.14.3 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 2014 Form 10-K 10.14.4 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 Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 30, 2016 ("2015 Form 10-K") 10.14.5 Fifth Amendment to the Plan regarding eligible associates to participate (pre-tax deferrals only, no match) immediately upon hire effective as of January 1, 2014* Exhibit 10.17.5 to 2015 Form 10-K 10.15 Director Deferred Compensation Plan * Exhibit 10.33 to 2008 Form 10-K 10.16 Macy's, Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan * Appendix B to the Company's Proxy Statement dated April 2, 2014 10.17 Macy's, Inc. 2018 Equity and Incentive Compensation Plan * Appendix B to the Company's Proxy Statement dated April 4, 2018 10.18 Macy's, Inc. Deferred Compensation Plan (Amended and restated effective as of August 1, 2018)* 10.19 Change in Control Plan, effective November 1, 2009, as revised and restated effective April 1, 2018 * Exhibit 10.20 to 2017 Form 10-K 10.20 Time Sharing Agreement between Macy's, Inc. and Jeff Gennette, dated June 14, 2017 * Exhibit 10.21.1 to 2017 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