M 10-Q Quarterly Report Aug. 1, 2020 | Alphaminr
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M 10-Q Quarter ended Aug. 1, 2020

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MACY'S, INC.
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TABLE OF CONTENTS
Part I - Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II - Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 5. Other InformationItem 6. Exhibits

Exhibits

4.1 Indenture dated as of June 8, 2020, among Macy's, Inc., as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee and collateral trustee, relating to the Company's 8.375% Senior Secured Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 9, 2020) 4.2 Form of 8.375% Senior Secured Note due 2025 (incorporated by reference to Exhibit A to Exhibit 4.1 to the Companys Current Report on Form 8-K filed June 9, 2020) 4.3 First Supplemental Indenture to 1991 Indenture dated as of May 28, 2020 among Macys Retail Holdings, Inc., a Delaware corporation (as successor to Macys Retail Holdings, Inc., a New York corporation), Macys, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.3 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.4 Second Supplemental Indenture to 1991 Indenture dated as of June 3, 2020 among Macys Retail Holdings, LLC, a Delaware limited liability company (as successor to Macys Retail Holdings, Inc., a Delaware corporation), Macys, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.4 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.5 Eleventh Supplemental Indenture to 1994 Indenture dated as of May 28, 2020 among Macys Retail Holdings, Inc., a Delaware corporation (as successor to Macys Retail Holdings, Inc., a New York corporation), Macys, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.6 Twelfth Supplemental Indenture to 1994 Indenture dated as of June 3, 2020 among Macys Retail Holdings, LLC, a Delaware limited liability company (as successor to Macys Retail Holdings, Inc., a Delaware corporation), Macys, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.6 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.7 Second Supplemental Indenture to 1996 Indenture dated as of May 28, 2020 among Macys Retail Holdings, Inc., a Delaware corporation (as successor to Macys Retail Holdings, Inc., a New York corporation), Macys, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.7 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.8 Third Supplemental Indenture to 1996 Indenture dated as of June 3, 2020 among Macys Retail Holdings, LLC, a Delaware limited liability company (as successor to Macys Retail Holdings, Inc., a Delaware corporation), Macys, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.8 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.9 Eighth Supplemental Indenture to 1997 Indenture dated as of May 28, 2020 among Macys Retail Holdings, Inc., a Delaware corporation (as successor to Macys Retail Holdings, Inc., a New York corporation), Macys, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.9 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.10 Ninth Supplemental Indenture to 1997 Indenture dated as of June 3, 2020 among Macys Retail Holdings, LLC, a Delaware limited liability company (as successor to Macys Retail Holdings, Inc., a Delaware corporation), Macys, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.10 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.11 Seventh Supplement Indenture to 2006 Indenture dated as of May 28, 2020 among Macy's Retail Holdings, Inc., a Delaware corporation (as successor to Macy's Retail Holdings, Inc., a New York corporation), Macy's, Inc. and U.S. Bank National Association, as Trustee(incorporated by reference to Exhibit 4.11 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020)(incorporated by reference to Exhibit 4.11 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.12 Eighth Supplemental Indenture to 2006 Indenture dated as of June 3, 2020 among Macys Retail Holdings, LLC, a Delaware limited liability company (as successor to Macys Retail Holdings, Inc., a Delaware corporation), Macys, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.12 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.13 Eighth Supplemental Indenture to 2012 Indenture dated as of May 28, 2020 among Macys Retail Holdings, Inc., a Delaware corporation (as successor to Macys Retail Holdings, Inc., a New York corporation), Macys, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.13 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.14 Ninth Supplemental Indenture to 2012 Indenture dated as of June 3, 2020 among Macys Retail Holdings, LLC, a Delaware limited liability company (as successor to Macys Retail Holdings, Inc., a Delaware corporation), Macys, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.14 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.15 Third Supplemental Indenture to 1991 Indenture dated as of June 26, 2020 among Macys Retail Holdings, LLC, an Ohio limited liability company (as successor to Macys Retail Holdings, LLC, a Delaware limited liability company), Macys, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.15 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.16 Thirteenth Supplemental Indenture to 1994 Indenture dated as of June 24, 2020 among Macys Retail Holdings, LLC, an Ohio limited liability company (as successor to Macys Retail Holdings, LLC, a Delaware limited liability company), Macys, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.16 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.17 Fourth Supplemental Indenture to 1996 Indenture dated as of June 26, 2020 among Macys Retail Holdings, LLC, an Ohio limited liability company (as successor to Macys Retail Holdings, LLC, a Delaware limited liability company), Macys, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.17 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.18 Tenth Supplemental Indenture to 1997 Indenture dated as of June 24, 2020 among Macys Retail Holdings, LLC, an Ohio limited liability company (as successor to Macys Retail Holdings, LLC, a Delaware limited liability company), Macys, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.18 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.19 Ninth Supplemental Indenture to 2006 Indenture dated as of June 24, 2020 among Macys Retail Holdings, LLC, an Ohio limited liability company (as successor to Macys Retail Holdings, LLC, a Delaware limited liability company), Macys, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.19 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.20 Tenth Supplemental Indenture to 2012 Indenture dated as of June 26, 2020 among Macys Retail Holdings, LLC, an Ohio limited liability company (as successor to Macys Retail Holdings, LLC, a Delaware limited liability company), Macys, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.20 to the Companys Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended May 2, 2020) 4.21 Indenture, dated as of July 28, 2020, among Macys Retail Holdings, LLC, as issuer, Macys, Inc., as guarantor, and U.S. Bank National Association, as trustee and collateral trustee, relating to Macys Retail Holdings, LLCs 6.65% Senior Secured Debentures due 2024, 6.7% Senior Secured Debentures due 2028, 8.75% Senior Secured Debentures due 2029, 7.875% Senior Secured Debentures due 2030, 6.9% Senior Secured Debentures due 2032 and 6.7% Senior Secured Debentures due 2034 (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed July 28, 2020) 4.22 Form of 6.65% Senior Secured Debentures due 2024, 6.7% Senior Secured Debentures due 2028, 8.75% Senior Secured Debentures due 2029, 7.875% Senior Secured Debentures due 2030, 6.9% Senior Secured Debentures due 2032 and 6.7% Senior Secured Debentures due 2034 (incorporated by reference to Exhibit A to Exhibit 4.1 to the Companys Current Report on Form 8-K filed July 28, 2020) 4.23 Fifth Supplemental Trust Indenture to 1996 Indenture, dated as of July 10, 2020, among Macys Retail Holdings, LLC, as issuer, Macys, Inc. as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Macys Retail Holdings, LLCs 6.65% Senior Debentures due 2024, 6.7% Senior Debentures due 2028, 8.75% Senior Debentures due 2029, 7.875% Senior Debentures due 2030, 6.9% Senior Debentures due 2032 and 6.7% Senior Debentures due 2034 (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed July 28, 2020) 10.1 Credit Agreement, dated as of June 8, 2020, among Macys Inventory Funding LLC, as the Borrower, Macys Inventory Holdings LLC, as Parent, Bank of America, N.A., as Agent, L/C Issuer and Swing Line Lender, the other lenders party thereto, BofA Securities, Inc., Credit Suisse Loan Funding LLC, JPMorgan Chase Bank, N.A., Fifth Third Bank, National Association, MUFG Union Bank, N.A., PNC Capital Markets LLC and Wells Fargo Bank, National Association, as Joint Lead Arrangers and Joint Bookrunners, Credit Suisse Loan Funding LLC and JPMorgan Chase Bank, N.A., as Co-Syndication Agents and Fifth Third Bank, National Association, MUFG Union Bank, N.A., as Co-Syndication Agents and Fifth Third Bank, National Association, MUFG Union Bank, N.A., PNC Bank, National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed June 9, 2020) 10.2 Amendment No. 1 to Credit Agreement dated as of June 8, 2020 among Macys Retail Holdings, LLC, a Delaware limited liability company (f/k/a Macys Retail Holdings, Inc.), as Borrower, Macys, Inc., a Delaware corporation, as Parent, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed June 9, 2020) 10.3 2020-2022 Performance-Based Restricted Stock Unit Terms and Conditions under the 2018 Equity and Incentive Compensation Plan* 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