For purposes of the following discussion, all references to "second quarter of
2021" and "second quarter of 2020" are to the Company's 13-week fiscal periods
ended July 31, 2021 and August 1, 2020, respectively. References to "2021"and
"2020" are to the Company's 26-week fiscal periods ended July 31, 2021 and
August 1, 2020, respectively.

The following discussion should be read in conjunction with the Consolidated
Financial Statements and the related notes included elsewhere in this report, as
well as the financial and other information included in the 2020 10-K. The
following discussion contains forward-looking statements that reflect the
Company's plans, estimates and beliefs. The Company's actual results could
materially differ from those discussed in these forward-looking statements.
Factors that could cause or contribute to those differences include, but are not
limited to, those discussed below and elsewhere in this report (particularly in
"Risk Factors" and in "Forward-Looking Statements") and in the 2020 10-K
(particularly in "Risk Factors" and in "Forward-Looking Statements"). This
discussion includes Non-GAAP financial measures. For information about these
measures, see the disclosure under the caption "Important Information Regarding
Non-GAAP Financial Measures".

COVID-19 Update

As the COVID-19 pandemic continues through fiscal 2021, the Company continues to
prioritize health and safety measures in its stores and facilities to protect
the well-being of its customers and colleagues, while also focusing on prudent
cash management, maintaining strong liquidity and executing its strategic
initiatives. The Company continuously monitors the ongoing impacts of COVID-19,
including the outbreaks of any variant strains, as well as the evolving federal,
state and local ordinances and health guidelines related to the mitigation of
transmission risk associated with the pandemic. The Company has taken, and
continues to take, numerous steps to promote health and safety at its stores and
facilities, including following federal, state and local guidelines regarding
the use of masks, supporting vaccination efforts, maintaining increased safety
equipment in stores, offering contactless shopping opportunities, providing
company-supplied personal protection equipment and wellness checks for
colleagues, continuing enhanced cleaning throughout our various locations and
continuing to offer remote work plans for certain colleagues.

Although the Company has experienced strong recovery in operating results during
fiscal 2021 as compared to fiscal 2020, the Company continues to monitor the
impact of COVID-19 on the macro economy as well as on the Company's and its
vendor partners' operations. The full impact of the pandemic will continue to
depend on future developments, including the continued spread and duration of
the pandemic, the emergence of future variant strains of COVID-19, the
availability and distribution of effective medical treatments or vaccines as
well as any related federal, state or local governmental orders or restrictions.
In addition, numerous uncertainties continue to surround the pandemic and its
ultimate impact on the Company, including the timing and extent of any recovery
in consumer traffic and spending, potential delays, interruptions and
disruptions in the Company's supply chain, maintenance of temporary government
stimulus programs, labor shortages and intense competition for talent, all of
which are highly uncertain and cannot be predicted. Further discussion of the
risks and uncertainties posed by the COVID-19 pandemic are disclosed in "Risk
Factors" under Part I Item 1A of the Company's 2020 Form 10-K.

Quarterly Overview



During the second quarter of 2021, the Company continued to build on the
momentum of the first quarter of 2021 and exceeded its expectations from both a
sales and profit standpoint. The profitable second quarter results were driven
by strong consumer behavior, disciplined cost and inventory management, and the
continued execution of the Company's Polaris strategy, including investments in
its digital platforms.

In evaluating the performance of the second quarter of 2021, the Company
considered its results against the second quarter of 2020 as well as the second
quarter of 2019 given the impact of the pandemic and the closure of the
Company's stores during the first and second quarters of 2020. Certain financial
highlights are as follows:

• Comparable sales were up 61.2% on an owned basis; and up 62.2% on an owned

plus licensed basis compared to the second quarter of 2020. Compared to the

second quarter of 2019, comparable sales were up 5.8% on an owned basis and

up 5.9% on an owned plus licensed basis.

• Digital sales declined 6% versus the second quarter of 2020 and grew 45%

versus the second quarter of 2019. Digital penetration was at 32% of net

sales for the second quarter of 2021, a 22-percentage point decline from the

second quarter of 2020 and a 10-percentage point increase from the second

quarter of 2019.

• Gross margin was 40.6%, compared to 23.6% in the second quarter of 2020,

representing an improvement of approximately 17 percentage points. Compared


      to the second quarter of 2019, gross margin was up 180 basis points.


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                                  MACY'S, INC.

• Net credit card revenues were $197 million, up $29 million from the second

quarter of 2020, and up $21 million from the second quarter of 2019.

• Selling, general and administrative ("SG&A") expense was $1.9 billion, up

$500 million from the second quarter of 2020. Compared to the second quarter

of 2019, SG&A expense was down $279 million, or approximately 13%. SG&A

expense as a percent of sales was 33.6%, down from 39.2% in the second

quarter of 2020 and 570 basis points lower than the second quarter of 2019.

• Net income was $345 million and 6.1% of net sales in the second quarter of

2021, compared to a net loss of $431 million and (12.1)% of net sales in the

second quarter of 2020 and net income of $86 million and 1.6% of net sales

in the second quarter of 2019. Net income adjusted for impairment,

restructuring and other costs, settlement charges, losses on early

retirement of debt and financing costs, improved from a loss of $251 million

in the second quarter of 2020 to net income of $411 million for the second

quarter of 2021. This compares to adjusted net income of $88 million in the

second quarter of 2019.

• The second quarter of 2021 had positive earnings before interest, taxes,

depreciation and amortization ("EBITDA") of $753 million compared to

negative EBITDA of $422 million during the second quarter of 2020. EBITDA

was $400 million for the second quarter of 2019. On an adjusted basis,

EBITDA was $836 million and 14.8% of net sales, a loss of $142 million and

(4.0%) of net sales, and $402 million and 7.3% of net sales for the second


      quarters of 2021, 2020, and 2019, respectively.




   •  Diluted earnings per share and adjusted diluted earnings per share were

$1.08 and $1.29, respectively, during the second quarter of 2021. This

compares to a diluted loss per share and adjusted diluted loss per share of

$1.39 and $0.81, respectively, for the second quarter of 2020, and both

diluted earnings per share and adjusted diluted earnings per share of $0.28

for the second quarter of 2019.

• Inventory was up 20% from the second quarter of 2020 and down 14.5% from the

second quarter of 2019.

• The Company ended the second quarter of 2021 in a strong liquidity position

with approximately $2.1 billion in cash and full borrowing capacity under

its asset-based credit facility. The liquidity position allowed the Company

to execute on its two priorities of investing in profitable growth, while

de-levering the balance sheet. These actions included a voluntary full

redemption of $1.3 billion aggregate principal amount of the Company's

Senior Secured Notes on August 17, 2021, prior to their 2025 maturity date.

In addition, this strong cash position will also allow the Company to return


      capital to shareholders through the following actions approved by the
      Company's Board of Directors on August 18, 2021:


         o  Reinstatement of a regular quarterly dividend at 15 cents per share on
            Macy's, Inc.'s common stock. The dividend is payable on October 1,
            2021 to shareholders of record at the close of business on September
            15, 2021.




  o Authorization of a $500 million share repurchase program.




During the second quarter of 2021, the Company continued to execute its Polaris strategy and these actions impacted its operating results for the period, notably:

• Win With Fashion and Style: By offering a wide assortment of categories,

products and brands from off-price to luxury, the Company was able to reach

a broad and diverse range of customers. In merchandise, strengths continued

in pandemic-driven products such as fragrance, fine jewelry and textiles,

but the Company also saw dormant categories improve their performance trend

compared to the first quarter of 2021, notably dresses and other

occasion-based apparel, denim and luggage. The Company has added hundreds of

new brands and categories over the past year and its flexibility in

inventories has enabled the Company to respond to new customer demands in

emerging categories. Most notably, during the second quarter the Company

launched And Now This, a new private brand targeted for the fashion-forward,

contemporary under-40 shopper demographic and on August 19, 2021, announced


      an exclusive omnichannel partnership with Toys 'R' Us to expand its toy
      business.



• Deliver Clear Value: The Company has leveraged data analytics tools to most

efficiently plan, place and price inventory, including improving and

expanding location-level pricing and strategically shifting its markdown

cadence. With these actions, higher full price sell-throughs and lower

clearance markdowns are being achieved. Along with advancing data-led

capabilities in inventory planning and merchant execution, these collective

activities resulted in higher average unit retail prices and gross margin


      performance as well as faster inventory turnover.




                                       17

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MACY'S, INC.

• Excel in Digital Shopping: The Company continued to improve its digital

offerings during the second quarter of 2021 and recognized the benefits from

specific actions taken in the first quarter of 2021 to attract customers

with an under-40 demographic, including the launch of a contemporary sitelet

within macys.com. During the second quarter of 2021, the Company upgraded

its search function to Google Cloud, utilizing artificial intelligence and

machine learning to improve the customer experience by providing advanced

product recommendations real-time. These actions are expected to help

customers discover what they need or inspire them to expand their current


      shopping habits.



• Enhance Store Experience: Store sales continued to improve throughout the

quarter and as compared to the first quarter of 2021, with a sequential


      improvement in comparable store sales from the first quarter of
      approximately 18 percentage points compared to the second quarter of
      2019. By maintaining leaner inventory levels, the Company's stores have

improved their layouts for easier navigation and to provide customers a more

streamlined shopping experience. Continuing a physical expression of its

contemporary sitelet, the Company is launching a contemporary boutique in


      160 stores, specifically targeted at the under-40 demographic.



• Modernize Supply Chain: The Company has continued to update its supply chain

infrastructure and network, while leveraging improved data and analytics

capabilities in fulfillment strategies to meet customers' desire for speed

and convenience and improving inventory placement. The Company is navigating

supply chain disruptions by adjusting freight strategies and working closely


      with brand partners to prioritize product.



• Enable Transformation: The Company has continued to modernize its technology

foundations to increase agility in reacting to customers and the market

regardless of the channel in which customers interact. These activities are

coupled with others to build out data science and analytics capabilities


      with a focus on areas to provide competitive differentiation.




The Company saw Platinum, Gold and Silver Star Rewards customers continue to
re-engage with the Macy's brand during the second quarter of 2021, with the
average customer spend up 15% compared to the second quarter of 2019 and a five
percentage point improvement from the first quarter of 2021. The Company's
Bronze Star Rewards tier, its youngest and most diverse loyalty tier, continued
to grow by adding approximately 2.0 million members during the quarter. During
the second quarter of 2021, the Company acquired approximately 5 million new
Macy's customers, of which approximately 41% occurred through Macy's digital
channel.

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                                  MACY'S, INC.

Results of Operations



The Company's operations during the second quarter of 2020 were significantly
impacted by the closure of its stores due to the COVID-19 pandemic. The
Company's performance during the second quarter of 2021 showed significant
improvement over the results of the prior year period as it continued to recover
from the pandemic.

Comparison of the Second Quarter of 2021 and the Second Quarter of 2020





                                               Second Quarter of 2021             Second Quarter of 2020
                                                               % to Net                            % to Net
                                              Amount             Sales            Amount            Sales
                                                    (dollars in millions, except per share figures)
Net sales                                  $      5,647                        $      3,559
Credit card revenues, net                           197               3.5 %             168              4.7 %

Cost of sales                                    (3,353 )           (59.4 )%         (2,718 )          (76.4 )%
Selling, general and administrative
expenses                                         (1,898 )           (33.6 )%         (1,398 )          (39.2 )%
Gains on sale of real estate                          6               0.1 %               -              0.0 %
Impairment, restructuring and other
costs                                                (2 )            (0.0 )%           (242 )           (6.8 )%
Operating income (loss)                             597              10.6 %            (631 )          (17.7 )%
Benefit plan income, net                             17                                  12
Settlement charges                                  (81 )                               (38 )
Losses on early retirement of debt                   (3 )                                 -
Interest expense, net                               (80 )                               (69 )
Financing costs                                       -                                  (3 )
Income (loss) before income taxes                   450                                (729 )
Federal, state and local income tax
benefit (expense)                                  (105 )                               298
Net income (loss)                          $        345                        $       (431 )

Diluted earnings (loss) per share          $       1.08

$ (1.39 )



Supplemental Financial Measure
Gross margin (a)                           $      2,294              40.6 %    $        841             23.6 %

Supplemental Non-GAAP Financial Measure
Diluted earnings (loss) per share,
excluding the impact of certain
  items                                    $       1.29                        $      (0.81 )

(a) Gross margin is defined as net sales less cost of sales.

Net Sales



Net sales for the second quarter of 2021 increased $2.1 billion, or 58.7%,
compared to the second quarter of 2020. The Company's second quarter of 2021
sales showed recovery across all three brands - Macy's, Bloomingdale's and
bluemercury. Digital sales during the second quarter of 2021 decreased 6%
compared to the second quarter of 2020 and accounted for approximately 32% of
net sales. The Company experienced strength across nearly all of its major
merchandise categories driven by continued consumer strength, growth in the
Company's digital channel and continued recovery of its stores.

Credit Card Revenues, Net



Net credit card revenues were $197 million in the second quarter of 2021, an
increase of $29 million, or 17.3%, compared to $168 million recognized in the
second quarter of 2020. This increase was driven by improvement in the credit
card portfolio's delinquency rates and bad debt and an increase in proprietary
credit card sales penetration, up approximately 60 basis points, at 41.4% in the
second quarter of 2021 compared to 40.8% in the second quarter of 2020.

                                       19

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                                  MACY'S, INC.

Gross Margin



Gross margin was 40.6% in the second quarter of 2021 compared to 23.6% in the
second quarter of 2020. The increase in the gross margin rate in the second
quarter of 2021 compared to the second quarter of 2020 was driven primarily by
continued recovery of its stores, inventory productivity and the continued
execution of the Polaris strategy, including pricing science initiatives such as
location level pricing and point-of-sale promotion testing.

Selling, General and Administrative Expense



SG&A expense for the second quarter of 2021 increased $500 million from the
second quarter of 2020 but decreased as a percentage of net sales by 560 basis
points. The increase in SG&A expense dollars corresponds with higher net sales
but the improvement in the SG&A expense rate reflects the expense management
strategies implemented by the Company in response to the COVID-19 pandemic,
execution against the Polaris strategy and a tight labor market.

Impairment, Restructuring and Other Costs

During the second quarter of 2021, the Company incurred impairment, restructuring and other costs totaling $2 million, primarily related to impairment of fixed assets. During the second quarter of 2020, the Company recognized expense of $242 million primarily related to restructuring and other costs, including severance of $154 million associated with the reduction in force in response to the COVID-19 pandemic.

Settlement Charges



During the second quarter of 2021, the Company recognized a non-cash settlement
charge of $81 million associated with the transfer of fully funded pension
obligations for certain retirees and beneficiaries through the purchase of a
group annuity contract with an insurance company.

During the second quarter of 2020, the Company recognized expense of $38 million
related to the pro-rata recognition of net actuarial losses associated with the
Company's defined benefit plans and are the result of an increase in lump sum
distributions associated with retiree distribution elections and restructuring
activity.

Interest Expense, Net

Net interest expense, excluding losses on early retirement of debt and financing
costs, was $80 million during the second quarter of 2021, compared to $69
million during the second quarter of 2020. The increase was primarily driven by
interest paid with respect to the $1,300 million of secured notes issued in June
2020.

Effective Tax Rate

The Company's effective tax rate was 23.3% for the second quarter of 2021, which
is slightly higher as compared to the federal income statutory tax rate of 21%
driven primarily by the impact of state and local taxes.

The Company's effective tax rate of 40.9% on the pretax loss for the second quarter of 2020 reflects the impact of the carryback of net operating losses as permitted under the CARES Act.

Diluted Earnings (Loss) Per Share



Diluted earnings per share were $1.08 for the second quarter of 2021 compared to
a diluted loss per share of $1.39 for the second quarter of 2020, reflecting
higher net income as a result of the continued recovery from the impact of the
COVID-19 pandemic.

                                       20

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                                  MACY'S, INC.

Comparison of the 26 Weeks Ended July 31, 2021 and August 1, 2020





                                                        2021                             2020
                                                               % to Net                       % to Net
                                             Amount              Sales           Amount        Sales
                                                 (dollars in millions, except per share figures)
Net sales                                  $    10,353                          $  6,576
Credit card revenues, net                          356                 3.4 %         299            4.5 %

Cost of sales                                   (6,242 )             (60.3 )%     (5,219 )        (79.4 )%
Selling, general and administrative
expenses                                        (3,646 )             (35.2 )%     (2,995 )        (45.4 )%
Gains on sale of real estate                        12                 0.1 %          16            0.2 %
Impairment, restructuring and other
costs                                              (21 )              (0.2 )%     (3,426 )        (52.1 )%
Operating income (loss)                            812                 7.8 %      (4,749 )        (72.2 )%
Benefit plan income, net                            32                      

21


Settlement charges                                 (81 )                             (38 )
Losses on early retirement of debt                 (14 )                               -
Interest expense, net                             (159 )                            (117 )
Financing costs                                      -                                (3 )
Income (loss) before income taxes                  590                            (4,886 )
Federal, state and local income tax
benefit (expense)                                 (142 )                             874
Net income (loss)                          $       448                          $ (4,012 )

Diluted earnings (loss) per share          $      1.41

$ (12.91 )



Supplemental Financial Measure
Gross margin (a)                           $     4,111                39.7 %    $  1,357           20.6 %

Supplemental Non-GAAP Financial Measure
Diluted earnings (loss) per share,
excluding the impact of certain
  items                                    $      1.68                          $  (2.83 )

(a) Gross margin is defined as net sales less cost of sales.

Net Sales



Net sales for 2021 increased $3.8 billion, or 57.4%, compared to 2020. The
Company's 2021 sales showed recovery across all three brands - Macy's,
Bloomingdale's and bluemercury. Digital sales during 2021 improved 11% compared
to 2020 and accounted for approximately 34% of net sales. The Company
experienced strength across nearly all of its major merchandise categories
driven by continued customer strength, the continued recovery of its stores as
well as continued growth in its digital channel.

Credit Card Revenues, Net



Net credit card revenues were $356 million in 2021, an increase of $57 million,
or 19.1%, compared to 2020. This increase was driven by improvement in the
credit card portfolio's delinquency rates and bad debt, partially offset by a
decrease in proprietary credit card sales penetration, down approximately 160
basis points, at 41.7% in 2021 compared to 43.3% in 2020.

Gross Margin



Gross margin was 39.7% in 2021 compared to 20.6% in 2020. The increase in the
gross margin rate in 2021 compared to 2020 was driven primarily by continued
recovery of its stores, inventory productivity and the execution of the Polaris
strategy. Due to the impact of COVID-19 and store closures, the first quarter of
2020 included an approximate $300 million inventory write-down from markdowns on
fashion merchandise.

Selling, General and Administrative Expense



SG&A expense for 2021 increased $651 million from 2020 but decreased as a
percentage of net sales by 10.2 percentage points. The increase in SG&A expense
dollars corresponds with higher net sales but the improvement in the SG&A
expense rate reflects the expense management strategies implemented by the
Company in response to the COVID-19 pandemic as well as execution against the
Polaris strategy and a tight labor market.

                                       21

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                                  MACY'S, INC.

Impairment, Restructuring and Other Costs

During the 26 weeks ended July 31, 2021, the Company incurred impairment, restructuring and other costs totaling $21 million, primarily related to capitalized software assets.

During the 26 weeks ended August 1, 2020, the Company recognized expense of $3,426 million primarily as a result of the COVID-19 pandemic, including non-cash impairment charges totaling $3,164 million the majority of which consisted of:

$3,080 million of goodwill impairments, with $2,982 million attributable to

the Macy's reporting unit and $98 million attributable to the Bluemercury


       reporting unit.




    •  $80 million of impairments on long-lived tangible and right of use assets

to adjust the carrying value of certain store locations to their estimated


       fair value.




Additionally, the Company recognized $194 million related to restructuring and
other costs, including severance of $154 million associated with the reduction
in force in response to the COVID-19 pandemic.

Settlement Charges



During the 26 weeks ended July 31, 2021, the Company recognized a non-cash
settlement charge of $81 million associated with the transfer of fully funded
pension obligations for certain retirees and beneficiaries through the purchase
of a group annuity contract with an insurance company.

During the 26 weeks ended August 1, 2020, the Company recognized expense of $38
million related to the pro-rata recognition of net actuarial losses associated
with the Company's defined benefit plans and are the result of an increase in
lump sum distributions associated with retiree distribution elections and
restructuring activity.

Interest Expense, Net



Net interest expense, excluding losses on early retirement of debt and financing
costs, was $159 million during 2021, compared to $117 million during 2020. The
increase is primarily driven by interest paid with respect to the $1,300 million
of secured notes issued in June 2020.

Effective Tax Rate



The Company's effective tax rate was 24.1% for 2021, which is slightly higher as
compared to the federal income statutory tax rate of 21% driven primarily by the
impact of state and local taxes.

The Company's effective tax rate of 17.9% on the pretax loss for 2020 reflects
the impact of net operating losses as permitted under the CARES Act offset by
the impact of the non-tax deductible component of the goodwill impairment charge
and additional income tax expense associated with the deferred tax remeasurement
recognized during the first quarter of 2020. Additionally, the effective tax
rate for 2020 was favorably impacted by the settlement or expiration of certain
tax matters.

Diluted Earnings (Loss) Per Share

Diluted earnings per share were $1.41 for 2021 compared to a diluted loss per share of $12.91 for 2020, reflecting higher net income as a result of the continued recovery from the impact of the COVID-19 pandemic as well as the goodwill impairment charge recognized in 2020.


                                       22

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                                  MACY'S, INC.

Cash Flow, Liquidity and Capital Resources

The Company's principal sources of liquidity are cash from operations, cash on hand and the asset-based credit facility described below.



The COVID-19 outbreak and related store closure in 2020 negatively impacted the
Company's liquidity in 2020. The Company proactively took steps to increase
available cash on hand including, but not limited to, targeted reductions in
discretionary operating expenses and capital expenditures, suspension of the
Company's quarterly dividend and executing additional financing transactions
during the second quarter of 2020. During 2021, the Company has seen significant
improvement in its operations and combined with its strong liquidity position as
of July 31, 2021, estimates that it has sufficient cash on hand and other
capital resources to cover the Company's reasonably foreseeable working capital,
capital expenditure and debt service and other cash requirements in both the
near term and over the longer term. However, the continued uncertainty
associated with the COVID-19 pandemic could have a significant impact on the
Company's cash flow and liquidity and further actions may be required to improve
the Company's cash position.

Operating Activities

Net cash provided by operating activities in 2021 was $965 million, compared to
net cash used by operating activities of $7 million for 2020. The increase in
operating cash flows period over period is due to significant improvement in the
Company's EBITDA, offset slightly by net working capital changes, primarily
driven by changes in merchandise inventories.

Investing Activities



Net cash used by investing activities was $144 million for 2021, compared to
$272 million for 2020. The decrease period over period is primarily due to a
reduction in capital spending compared to 2020 as a result of the Company's
updated plan for capital expenditures in response to the COVID-19 pandemic and
alignment with its Polaris strategy, as well as the sale of certain asset backed
investments.

Financing Activities

Net cash used by financing activities was $360 million for 2021, driven by a
decrease in outstanding checks. Net cash provided by financing activities was
$950 million for 2020, driven by the issuance of $2,780 million related to a
$1,500 million draw on the Company's revolving credit agreement and issuance of
$1,300 million aggregate principal amount of 8.375% Senior Secured Notes due
2025 (the "2025 Notes"), partially offset by the repayment of the $1,500 million
of credit agreement draw. 2020 also included $117 million of cash dividends
paid, while no dividends have been paid in 2021. See below for further
discussion of the Company's financing activities during 2021.

On March 17, 2021, Macy's Retail Holdings, LLC ("MRH"), a direct, wholly owned
subsidiary of Macy's, Inc., completed an offering of $500 million in aggregate
principal amount of 5.875% senior notes due 2029 (the "2029 Notes") in a private
offering (the "Notes Offering"). The 2029 Notes mature on April 1, 2029. The
2029 Notes are senior unsecured obligations of MRH and are unconditionally
guaranteed on a senior unsecured basis by Macy's, Inc. MRH used the net proceeds
from the Notes Offering, together with cash on hand, to fund the tender offer
discussed below.



On March 17, 2021, the Company completed a tender offer in which $500 million of
senior notes and debentures were tendered for early settlement and purchased by
MRH on March 17, 2021. The purchased senior notes and debentures included $156
million of 3.875% senior notes due 2022, $136 million of 2.875% senior notes due
2023, $49 million of 4.375% senior notes due 2023, $150 million of 3.625% senior
notes due 2024, $5 million of 6.65% senior debentures due 2024, and $4 million
of 7.6% senior debentures due 2025. The total cash cost for the tender offer
was $17 million with the remainder funded through the net proceeds from the
Notes Offering discussed above. The Company recognized $11 million of losses
associated with this early retirement of debt on the Consolidated Statements of
Operation during 2021.



The Company is party to an asset-based credit facility ("the ABL Credit
Facility") with certain financial institutions providing for a $2,941 million
revolving credit facility (the "Revolving ABL Facility"), including a swingline
sub-facility and a letter of credit sub- facility. The Company may request
increases in the size of the Revolving ABL Facility up to an additional
aggregate principal amount of $750 million.


                                       23

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                                  MACY'S, INC.



The ABL Credit Facility contains customary borrowing conditions including a
borrowing base equal to the sum of (a) 90% of the net orderly liquidation
percentage of eligible inventory, minus (b) customary reserves. Amounts borrowed
under the ABL Credit Facility are subject to interest at a rate per annum equal
to, at the Company's option, either (a) adjusted LIBOR plus a margin of 2.25% to
2.50% or (b) a base rate plus a margin of 1.25% to 1.50%, in each case depending
on revolving line utilization. The ABL Credit Facility also contains customary
covenants that provide for, among other things, limitations on indebtedness,
liens, fundamental changes, restricted payments, cash hoarding, and prepayment
of certain indebtedness as well as customary representations and warranties and
events of default typical for credit facilities of this type.



The ABL Credit Facility also requires (1) the Company and its restricted
subsidiaries to maintain a fixed charge coverage ratio of at least 1.00 to 1.00
as of the end of any fiscal quarter on or after April 30, 2021 if (a) certain
events of default have occurred and are continuing or (b) Availability plus
Suppressed Availability (each as defined in the ABL Credit Facility) is less
than the greater of (x) 10% of the Loan Cap (as defined in the ABL Credit
Facility) and (y) $250 million, in each case, as of the end of such fiscal
quarter and (2) prior to April 30, 2021, that the Company not permit
Availability plus Suppressed Availability to be lower than the greater of (x)
10% of the Loan Cap and (y) $250 million. As of July 31, 2021, no such events
had occurred triggering such requirement.



As of July 31, 2021, the Company had $136 million of standby letters of credit
outstanding under the ABL Credit Facility, which reduces the available borrowing
capacity. The borrowing capacity of the ABL Credit Facility was $2,457 million
and the Company had no borrowings outstanding under the ABL Credit Facility as
of July 31, 2021.

Credit Ratings

As of July 31, 2021, the Company's credit rating and outlook were as described
in the table below.



                 Moody's    Standard & Poor's    Fitch
Long-term debt        Ba3                  B+         BB
Outlook          Negative            Positive   Negative

Subsequent to July 31, 2021, Moody's upgraded the Company's long-term debt rating to Ba2 and the outlook to stable, Standard & Poor's upgraded the Company's long-term debt rating to BB-, and Fitch upgraded the Company's long-term debt rating to BB+ and the outlook to stable.

Subsequent Event Financing Activities



On August 17, 2021, subsequent to the end of the second quarter of 2021, Macy's
Inc. redeemed the entire outstanding $1.3 billion aggregate principal amount of
the 2025 Notes. The redemption price was equal to 100% of the principal amount
of the 2025 notes, plus accrued and unpaid interest of $19 million, plus the
applicable premium due to holders of the 2025 Notes in connection with an early
redemption of $138 million, plus unamortized deferred debt costs of $47 million.
The total pre-tax charge of $185 million was recorded in the 13 weeks ended
October 30, 2021, and the $1.3 billion of 2025 Notes were classified as
short-term debt as of July 31, 2021.

On August 19, 2021, the Company announced that it is reinstating its regular
quarterly dividend. The Board of Directors declared a regular quarterly dividend
of $0.15 per share on the Company's common stock, payable October 1, 2021, to
shareholders of record at the close of business on September 15, 2021.
Subsequent dividends will be subject to approval of the Board of Directors,
which will depend on market and other conditions. On August 19, 2021, the
Company also announced that its Board of Directors authorized a share repurchase
program for up to $500 million of Macy's, Inc. common stock. Repurchases may be
made from time to time in the open market or through privately negotiated
transactions in accordance with applicable securities laws, including Rule
10b-18 under the Securities Exchange Act of 1934, on terms determined by the
Company. The share repurchase program has no expiration date.

Contractual Obligations



As of July 31, 2021, other than the financing transactions discussed above and
in Note 5 to the accompanying Consolidated Financial Statements, there were no
material changes to our contractual obligations and commitments outside the
ordinary course of business since January 30, 2021, as reported in the Company's
2020 Form 10-K.


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MACY'S, INC.



Capital Resources

Management believes that, with respect to the Company's current operations, its
cash on hand and funds from operations, together with the ABL Credit Facility
and other capital resources, will be sufficient to cover the Company's
reasonably foreseeable working capital, capital expenditure and debt service
requirements and other cash requirements in both the near term and over the
longer term. The Company's ability to generate funds from operations may be
affected by numerous factors, including the COVID-19 pandemic, general economic
conditions and levels of consumer confidence and demand; however, the Company
expects to be able to manage its working capital levels and capital expenditure
amounts so as to maintain sufficient levels of liquidity. To the extent that the
Company's cash balances from time to time exceed amounts that are needed to fund
its immediate liquidity requirements, the Company will consider alternative uses
of some or all of such excess cash. Such alternative uses may include, among
others, the redemption or repurchase of debt, equity or other securities through
open market purchases, privately negotiated transactions or otherwise, and
payment of dividends. Depending upon its actual and anticipated sources and uses
of liquidity, conditions in the capital markets and other factors, the Company
will from time to time consider the issuance of debt or other securities, or
other possible capital markets transactions, for the purpose of raising capital
which could be used to refinance current indebtedness or for other corporate
purposes.

Guarantor Summarized Financial Information



The Company had $3,229 million and $3,246 million aggregate principal amount of
senior unsecured notes and senior unsecured debentures (collectively the
"Unsecured Notes") outstanding as of July 31, 2021 and January 30, 2021,
respectively, with maturities ranging from 2022 to 2043. The Unsecured Notes
constitute debt obligations of MRH ("Subsidiary Issuer"), a 100%-owned
subsidiary of Macy's, Inc. ("Parent" and together with the "Subsidiary Issuer,"
the "Obligor Group"), and are fully and unconditionally guaranteed on a senior
unsecured basis by Parent. The Unsecured Notes rank equally in right of payment
with all of the Company's existing and future senior unsecured obligations,
senior to any of the Company's future subordinated indebtedness, and are
structurally subordinated to all existing and future obligations of each of the
Company's subsidiaries that do not guarantee the Unsecured Notes. Holders of the
Company's secured indebtedness, including the Notes and any borrowings under the
ABL Credit Facility, will have a priority claim on the assets that secure such
secured indebtedness; therefore, the Unsecured Notes and the related guarantee
are effectively subordinated to all of the Subsidiary Issuer's and Parent and
their subsidiaries' existing and future secured indebtedness to the extent of
the value of the collateral securing such indebtedness.

The following tables include combined financial information of the Obligor
Group. Investments in non-Guarantor subsidiaries of $6,717 million and $6,126
million as of July 31, 2021 and January 30, 2021, respectively, have been
excluded from the Summarized Balance Sheets. Equity in earnings of non-Guarantor
subsidiaries of $531 million and $959 million for the 13-weeks and 26-weeks
ended July 31, 2021, respectively, have been excluded from the Summarized
Statement of Operations. The combined financial information of the Obligor Group
is presented on a combined basis with intercompany balances and transactions
within the Obligor Group eliminated.

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