Item 2.02.   Results of Operations and Financial Condition.
             On July 1, 2020, Macy's, Inc. ("Macy's") issued a press release announcing
             Macy's financial condition, results of operations and cash flows as of and
             for the 13 weeks ended May 2, 2020. The full text of the press release is
             attached hereto as Exhibit 99.1 and is incorporated herein by reference.
             Macy's reports its financial results in accordance with U.S. generally
             accepted accounting principles ("GAAP"). The press release referred to
             above contains non-GAAP financial measures of earnings (loss) before
             interest, taxes, depreciation and amortization ("EBITDA"), adjusted EBITDA,
             adjusted net income (loss) and adjusted diluted earnings (loss) per share.
             Adjusted EBITDA, adjusted net income (loss) and adjusted diluted earnings
             (loss) per share exclude impairment, restructuring and other costs. A
             section has been included at the end of the press release that contains
             important additional information regarding these non-GAAP financial
             measures including reconciliation to the most directly comparable GAAP
             financial measure.


Item 8.01.   Other Events
             As previously announced, in response to the COVID-19 pandemic, beginning
             April 1, 2020 the base salaries of each of our named executive officers
             (NEOs) were temporarily reduced by 20% and our Chief Executive Officer
             (CEO) and the Board of Directors received no cash compensation.
             The Compensation and Management Development (CMD) Committee and our Board
             of Directors have approved restoring base salaries for our NEOs, including
             our CEO, and reinstating our Board of Directors' cash compensation. All
             actions are effective July 1, 2020.
             The CMD Committee generally approves equity grants to management at its
             March meeting and our Board of Directors receive annual equity grants
             following the annual meeting of shareholders in May. Due to the impact of
             the COVID-19 pandemic, the CMD Committee delayed approving equity grants to
             management. Equity grants to the Board of Directors were also delayed. The
             Company expects to make these equity grants in the next few weeks.


Item 9.01.   Financial Statements and Exhibits.
             (d)        Exhibits
                        99.1       Press Release of Macy's dated July 1, 2020  .
                         104     Cover Page Interactive Data File (embedded within the
                                 Inline XBRL Document)




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MACY'S, INC.

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