What the changes say
- Macy's is executing its Bold New Chapter strategy, closing underperforming stores, and facing impairments.
What changed since the prior 10-K
New
- NewStrategic, Operational and Competitive Risks
Our advertising, marketing and loyalty programs may not be successful
The success of advertising, marketing, and loyalty programs is critical for driving sales and creating personalized experiences.
- NewFinancial Risks
We have incurred losses due to impairment of tangible and intangible long-lived assets
Macy's incurred substantial asset and goodwill impairments, including $160 million in fiscal 2025, largely tied to store closures.
Reworded
- 69% rewrittenStrategic, Operational and Competitive Risks
Minimum wage increases by states and wage and benefit increases to attract and retain workers in a tight labor market have increased labor costs in the retail sector. These increased costs pressure our margins and could have a negative impact on our financial results
Shifted focus from employee health benefit cost drivers like high-cost claimants to broader retail wage inflation and minimum wage increases.
- 66% rewrittenStrategic, Operational and Competitive Risks
Our strategic plans and initiatives may not be successful, which could negatively affect our profitability and growth
Updated progress on the Bold New Chapter strategy, noting the completion of year two, 125 reimagined Macy's stores, and the new China Grove fulfillment center.
- 63% rewrittenStrategic, Operational and Competitive Risks
AI creates business, legal and ethical challenges
Expanded AI risk disclosures to explicitly mention risks regarding personal or business information used to train models and algorithmic bias.
- 53% rewrittenStrategic, Operational and Competitive Risks
The Company faces significant competition and depends on its ability to differentiate itself in retail ' s ever-changing environment
No substantive textual changes made regarding competitive retail market conditions.
Was: The Company faces significant competition and challenges as consumers continue to migrate to other shopping channels and depends on its ability to differentiate itself in retail's ever-changing environment
- 51% rewrittenStrategic, Operational and Competitive Risks
In addition, shifts from sales through our proprietary credit cards to debit products and alternative buy-now-pay-later payment methods may result in increased costs and could have a negative impact to credit card revenues due to potentially reduced credit card receivable balances
Updated credit card late fee regulations, noting that a federal court vacated the CFPB's $8 late fee rule in April 2025.
- 42% rewrittenStrategic, Operational and Competitive Risks
The Company's business is subject to discretionary consumer spending, unfavorable economic and political conditions and other related risks
No substantive textual changes made regarding discretionary consumer spending and macroeconomic factors.
- 34% rewrittenStrategic, Operational and Competitive Risks
We depend on vendors and other sources of merchandise, goods and services outside the U.S. Our business has been and could in the future continue to be affected by disruptions in, or other legal, regulatory, political, economic or public health issues associated with, our supply network
No substantive textual changes made regarding foreign merchandise sourcing and supply chain dependencies.
- 30% rewrittenStrategic, Operational and Competitive Risks
Climate change, or legal, regulatory, or market measures to address climate change, could adversely affect our business and results of operations
No substantive textual changes made regarding physical and regulatory climate change risks.
- 28% rewrittenStrategic, Operational and Competitive Risks
We may not timely identify or effectively respond to consumer needs, expectations, or trends, which could adversely affect our relationship with customers, the demand for our products and services and our market share
- 21% rewrittenStrategic, Operational and Competitive Risks
Legislation, litigation, regulatory requirements or non-compliance could adversely affect our business and results of operations
Was: Litigation, legislation, regulatory developments or non-compliance could adversely affect our business and results of operations
All 32 risk factors
Headings as the filing states them, in filing order.
Strategic, Operational and Competitive Risks
- 01Our strategic plans and initiatives may not be successful, which could negatively affect our profitability and growth66% rewritten
- 02We may not timely identify or effectively respond to consumer needs, expectations, or trends, which could adversely affect our relationship with customers, the demand for our products and services and our market share28% rewritten
- 03Our advertising, marketing and loyalty programs may not be successfulNew
- 04Our sales and operating results depend on our ability to manage our inventory, merchandise selection and protect against inventory shortage
- 05The Company faces significant competition and depends on its ability to differentiate itself in retail ' s ever-changing environment53% rewritten
- 06Our ability to grow depends in part on our stores remaining relevant and attractive to customers
- 07We may not be able to successfully execute our real estate strategy
- 08Our revenues and cash requirements are affected by the seasonal nature of our business
- 09We depend on our ability to attract, train, develop and retain quality colleagues
- 10Minimum wage increases by states and wage and benefit increases to attract and retain workers in a tight labor market have increased labor costs in the retail sector. These increased costs pressure our margins and could have a negative impact on our financial results69% rewritten
- 11If revenue from our private label and co-branded credit cards decline, our financial and operational results may be negatively impacted
- 12In addition, shifts from sales through our proprietary credit cards to debit products and alternative buy-now-pay-later payment methods may result in increased costs and could have a negative impact to credit card revenues due to potentially reduced credit card receivable balances51% rewritten
- 13Our defined benefit plan funding requirements or plan settlement expense could impact our financial results and cash flow
- 14If our Company's reputation and brand image are not maintained at a high level, our operations and financial results may suffer
- 15If we are unable to protect our intellectual property, our brands and business could be damaged
- 16Unforeseen disruptions in our distribution and fulfillment centers could have an adverse impact on our business and operations
- 17Failure of a key information technology system or process could adversely affect our business
- 18AI creates business, legal and ethical challenges63% rewritten
- 19Disruptions in our customer-facing technology systems could impair our digital retail strategy and give rise to negative customer experiences
- 20A breach of our information technology systems could adversely affect our reputation, business partner and customer relationships and operations and result in higher costs
- 21We depend on vendors and other sources of merchandise, goods and services outside the U.S. Our business has been and could in the future continue to be affected by disruptions in, or other legal, regulatory, political, economic or public health issues associated with, our supply network34% rewritten
- 22Disruption of global sourcing activities and quality and other concerns over our own brands could negatively impact brand reputation and earnings
- 23Material disruptions in relationships with third-parties with whom the Company does business could adversely affect its operations
- 24The Company's business is subject to discretionary consumer spending, unfavorable economic and political conditions and other related risks42% rewritten
- 25Our business could be materially adversely affected by extreme weather conditions, natural disasters or regional or global health pandemics
- 26Natural disasters such as hurricanes, tornadoes and earthquakes, or a combination of these or other factors, could damage or destroy our facilities or make it difficult for customers to travel to our stores, thereby negatively affecting our business and results of operations
- 27Legislation, litigation, regulatory requirements or non-compliance could adversely affect our business and results of operations21% rewritten
- 28Changes in applicable environmental regulations, including increased or additional regulations to limit carbon emissions or other greenhouse gases may result in increased compliance costs, capital expenditures and other financial obligations which could affect our profitability
- 29Climate change, or legal, regulatory, or market measures to address climate change, could adversely affect our business and results of operations30% rewritten
Financial Risks
- 30We have incurred losses due to impairment of tangible and intangible long-lived assetsNew
- 31Inability to access capital markets could adversely affect our business or financial condition
- 32Our level of indebtedness may adversely affect our ability to operate our business, remain in compliance with debt covenants, react to changes in our business or the industry in which we operate, or prevent us from making payments on our indebtedness
Other Macy's 10-Ks
- FY2025 10-K risk factors30 risks
Macy's faces significant risk from executing its Bold New Chapter strategy and First 50 Stores initiative.
Filed Mar 21, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.