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ANNUALREPORT 
REDEFINING
OUR CUSTOMERS’
SHOPPING
EXPERIENCE

Table of contents

  • Page 1
    REDEFINING OUR CUSTOMERS' SHOPPING EXPERIENCE ANNUAL REPORT 2013

  • Page 2
    ....COM WEBSITES, AND 13 BLOOMINGDALE'S OUTLET STORES. BLOOMINGDALE'S IN DUBAI IS OPERATED BY AL TAYER GROUP LLC UNDER A LICENSE AGREEMENT. Macy's, established in 1858, is an iconic retailing brand with about 800 stores operating coast-to-coast, online at macys.com and a Macy's shopping app for mobile...

  • Page 3
    ...-mortar stores in support of an omnichannel strategy that is being driven by emerging customer shopping preferences. • Based on this store fulfillment capability, we successfully tested Buy Online Pickup In Store in 10 Macy's locations in the Washington, D.C., market in fall 2013. This customer...

  • Page 4
    ... Finish Line, and we signed a new license agreement with Locker Room by LIDS, featuring localized pro and college teamwear in stores and online. Our relationship with LIDS debuted with a spectacular NFL teamwear shop at Macy's Herald Square in New York City for the 2014 Super Bowl. • Bloomingdale...

  • Page 5
    ... 34th Street New York, New York 10001 (212) 494-1602 Incorporated in Delaware I.R.S. No. 13-3324058 Securities Registered Pursuant to Section 12(b) of the Tct: Title of Each Class Common Stock, par value $.01 per share Name of Each Exchange on Which Registered New York Stock Exchange New York...

  • Page 6
    ... relating to: • • • the possible invalidity of the underlying beliefs and assumptions; competitive pressures from department and specialty stores, general merchandise stores, manufacturers' outlets, off-price and discount stores, and all other retail channels, including the Internet...

  • Page 7
    ... • Macy's Merchandising Group, Inc. ("MMG"), a wholly-owned direct subsidiary of the Company, and its subsidiary Macy's Merchandising Group International, LLC., is responsible for the design, development and marketing of Macy's private label brands and certain licensed brands. Bloomingdale's uses...

  • Page 8
    ... Company's executive offices are located at 7 West 7th Street, Cincinnati, Ohio 45202, telephone number: (513) 579-7000 and 151 West 34 th Street, New York, New York 10001, telephone number: (212) 494-1602. Employees As of February 1, 2014 , the Company had approximately 172,500 regular full-time...

  • Page 9
    ...and Chief Executive Officer; Director Chief Private Brand Officer Chief Human Resources Officer Chief Merchandising Officer Chief Merchandise Planning Officer Chief Omnichannel Officer Chief Financial Officer Chairman of macys.com Chief Marketing Officer Chief Stores Officer Executive Vice President...

  • Page 10
    ..., and Internet and mail-order retailers. Competition may intensify as the Company's competitors enter into business combinations or alliances. Competition is characterized by many factors, including assortment, advertising, price, quality, service, location, reputation and credit availability...

  • Page 11
    ... in future funding requirements could have a negative impact on the Company's cash flows, financial condition or results of operations. Increases in the cost of employee benefits could impact the Company's financial results and cash flow. The Company's expenses relating to employee health benefits...

  • Page 12
    ... retaining quality employees. The Company has a large number of employees, many of whom are in entry level or part-time positions with historically high rates of turnover. The Company's ability to meet its labor needs while controlling the costs associated with hiring and training new employees is...

  • Page 13
    ... respect to store and distribution center locations, merchandise, advertising, software development and support, logistics, other agreements for goods and services in order to operate the Company's business in the ordinary course, extensions of credit, credit card accounts and related receivables...

  • Page 14
    ... market conditions; risks relating to the Company's business and its industry, including those discussed above; strategic actions by the Company or its competitors; variations in the Company's quarterly results of operations; future sales or purchases of the Company's common stock; and investor...

  • Page 15
    ...: 2013 2012 2011 Store count at beginning of fiscal year Stores opened and other expansions Stores closed Store count at end of fiscal year 841 842 850 4 6 (7) 840 7 (8) 841 (12) 842 Additional information about the Company's logistics network as of February 1, 2014 is as follows: Square...

  • Page 16
    ...Issuer Purchases of Equity Securities. The Common Stock is listed on the NYSE under the trading symbol "M." As of February 1, 2014 , the Company had approximately 19,000 stockholders of record. The following table sets forth for each fiscal quarter during 2013 and 2012 the high and low sales prices...

  • Page 17
    ... cumulative total stockholder return on the Common Stock with the Standard & Poor's 500 Composite Index and the Standard & Poor's Retail Department Store Index for the period from January 31, 2009 through February 1, 2014, assuming an initial investment of $100 and the reinvestment of all dividends...

  • Page 18
    ... below should be read in conjunction with the Consolidated Financial Statements and the notes thereto and the other information contained elsewhere in this report. 2013 Consolidated Statement of Income Data: 2012* 2011 (millions, except per share) 2010 2009 Net sales Cost of sales Gross margin...

  • Page 19
    ... other customer interactions. In fiscal 2010, the Company piloted a new Bloomingdale's Outlet store concept. Bloomingdale's Outlet stores are each approximately 25,000 square feet and offer a range of apparel and accessories, including women's ready-to-wear, men's, children's, women's shoes, fashion...

  • Page 20
    ... to the different types of merchandise that the Company offers for sale, or in relation to the Company's Macy'sbranded and Bloomingdale's-branded operations. All economic conditions, however, ultimately affect the Company's overall operations. 2013 Highlights The Company had its fifth consecutive...

  • Page 21
    ... and/or tax rates. In addition, management believes that ROIC is a useful supplemental measure in evaluating how efficiently the Company employs its capital. The Company uses some of these non-GAAP financial measures as performance measures for components of executive compensation. Non-GAAP...

  • Page 22
    ... believes to be the most directly comparable GAAP measure. 2013 2012 2011 2010 2009 Diluted earnings per share Add back the impact of impairments, store closing and other costs Add back the impact of premium on early retirement of debt Deduct the impact of gain on sale of leases Add back the impact...

  • Page 23
    ..., store closing and other costs, gain on sales of leases and division consolidation costs ("Adjusted EBITDA"), as a percent to net sales to GAAP net income as a percent to net sales, which the Company believes to be the most directly comparable GAAP financial measure. 2013 2012 2011 (millions...

  • Page 24
    ... average to compensate for seasonal fluctuations. The following is a tabular reconciliation of the non-GAAP financial measure of ROIC to operating income as a percent to property and equipment - net, which the Company believes to be the most directly comparable GAAP financial measure. 2013 2012 2011...

  • Page 25
    ... Operations 2013 % to Tmount 2012 * 2011 % to Tmount % to Tmount Sales Sales Sales (dollars in millions, except per share figures) Net sales Increase in sales Increase in comparable sales Cost of sales $ Gross margin Selling, general and administrative expenses Impairments, store closing...

  • Page 26
    ...Contents Comparison of 2013 and 2012 Net Income Net income for 2013 increased compared to 2012, reflecting the benefits of the key strategies at Macy's, the continued strong performance at Bloomingdale's and good expense management, including higher income from credit operations, lower depreciation...

  • Page 27
    ...state net operating loss carryforwards. Comparison of 2012 and 2011 Net Income Net income for 2012 increased compared to 2011, reflecting the benefits of the key strategies at Macy's, the continued strong performance at Bloomingdale's, higher income from credit operations, and the 53rd week in 2012...

  • Page 28
    ..., the Company has announced that in 2015 it intends to open a new Macy's store in Ponce, Puerto Rico and a new Bloomingdale's store in Honolulu, HI, and in 2016 it intends to open a new Macy's store and a new Bloomingdale's store in Miami, FL. Management presently anticipates funding such...

  • Page 29
    ... other current assets, to be utilized for potential tax deferred like-kind exchange transactions. During 2013, the Company opened three new Macy's stores, one Macy's replacement store, one new Bloomingdale's store and one new Bloomingdale's Outlet store. During 2012, the Company opened two new Macy...

  • Page 30
    ... on prevailing market conditions, alternate uses of capital and other factors. On February 28, 2014, the Company's board of directors declared a quarterly dividend of 25 cents per share on its common stock, payable April 1, 2014 to Macy's shareholders of record at the close of business on March...

  • Page 31
    ... be used to refinance current indebtedness or for other corporate purposes including the redemption or repurchase of debt, equity or other securities through open market purchases, privately negotiated transactions or otherwise, and the funding of pension related obligations. The Company intends...

  • Page 32
    ... levels of vendor support, if such a reduction were to occur, the Company could experience higher costs of sales and higher advertising expense, or reduce the amount of advertising that it uses, depending on the specific vendors involved and market conditions existing at the time. Long-Lived Asset...

  • Page 33
    ...requirements. In February 2013, the Company announced changes to the Pension Plan and SERP whereby eligible employees no longer earn future pension service credits after December 31, 2013, with limited exceptions. All retirement benefits attributable to service in subsequent periods will be provided...

  • Page 34
    ... assumptions relate to the long-term rate of return on plan assets (in the case of the Pension Plan), the discount rate used to determine the present value of projected benefit obligations and the weighted average rate of increase of future compensation levels. As of February 2, 2013, the Company...

  • Page 35
    ... outstanding at February 1, 2014 , the Company has determined that there was no material market risk exposure to the Company's consolidated financial position, results of operations or cash flows as of such date. Item 8. Consolidated Financial Statements and Supplementary Data. Information...

  • Page 36
    ...February 2, 2013 and January 28, 2012 Consolidated Statements of Comprehensive Income for the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012 Consolidated Balance Sheets at February 1, 2014 and February 2, 2013 Consolidated Statements of Changes in Shareholders' Equity for...

  • Page 37
    ... to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. b. Management's Report on Internal Control over Financial Reporting The Company's management is responsible for establishing...

  • Page 38
    ... Ownership - Certain Beneficial Owners" and "Stock Ownership - Stock Ownership of Directors and Executive Officers" in the Proxy Statement and incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. Information called for by this item...

  • Page 39
    ... 4(2) to May New York's Current Report on Form 8-K filed successor to The May Department Stores Company ("May on January 15, 1991 Delaware")), Macy's Retail Holdings, Inc. ("Macy's Retail") (f/k/a The May Department Stores Company (NY) or "May New York") and The Bank of New York Mellon Trust Company...

  • Page 40
    Table of Contents Exhibit Number Description Document if Incorporated by Reference 4.4.2 Ninth Supplemental Indenture to the 1994 Indenture, dated as of July 14, 1997, between the Company and U.S. Bank National Association (successor to State Street Bank and Trust Company and The First ...

  • Page 41
    ... agent and paying agent, and Bank of America, N.A., as administrative agent First Amendment, dated as of May 30, 2013, to the Credit Agreement, among Macy's Retail and JPMorgan Chase Bank, N.A. and the Bank of America, N.A., as Administrative Agents Exhibit 4.2 to the Company's Current Report on...

  • Page 42
    ...to the Company's Current Report on Form 8-K filed on May 3, 2006 Exhibit 10.5 to the September 8, 2009 Form 10-Q 10.9+ Credit Card Program Agreement, effective as of June 1, 2005, among Exhibit 10.6 to the September 8, 2009 Form 10-Q the Company, FDS Bank, Macy's Credit and Customer Services, Inc...

  • Page 43
    ....9.11 to the Company's Annual Report on Form 10-K (File February 26, 2010, among the Company, FDS Bank, MCCS, No. 1-13536) for the fiscal year ended January 30, 2010 MWSI, Bloomingdale's and DSNB 10.9.12+ Eighth Amendment to Credit Card Program Agreement, effective as of April 16, 2012, among the...

  • Page 44
    ...on December 18, 2013 10.25 10.26 10.27 Change in Control Plan, effective November 1, 2009, as revised and restated January 1, 2014 * Time Sharing Agreement between Macy's, Inc. and Terry J. Lundgren, Exhibit 10.33 to the Company's Annual Report on Form 10-K (File dated March 25, 2011 * No. 1-13536...

  • Page 45
    ... Annual Report on Form 10-K for the year ended February 1, 2014, filed on April 2, 2014, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Changes in Shareholders' Equity...

  • Page 46
    ...(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MACY'S, INC. By: /s/ DENNIS J. BRODERICK Dennis J. Broderick Executive Vice President, General Counsel and Secretary Date: April 2, 2014...

  • Page 47
    ...February 2, 2013 and January 28, 2012 Consolidated Statements of Comprehensive Income for the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012 Consolidated Balance Sheets at February 1, 2014 and February 2, 2013 Consolidated Statements of Changes in Shareholders' Equity for...

  • Page 48
    ...REPORT OF MTNTGEMENT To the Shareholders of Macy's, Inc.: The integrity and consistency of the Consolidated Financial Statements of Macy's, Inc. and subsidiaries, which were prepared in accordance with accounting principles generally accepted in the United States of America, are the responsibility...

  • Page 49
    ... of Directors and Shareholders Macy's, Inc.: We have audited the accompanying consolidated balance sheets of Macy's, Inc. and subsidiaries as of February 1, 2014 and February 2, 2013, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for...

  • Page 50
    ...'S, INC. CONSOLIDTTED STTTEMENTS OF INCOME (millions, except per share data) 2013 2012 2011 Net sales $ Cost of sales Gross margin Selling, general and administrative expenses Impairments, store closing and other costs and gain on sale of leases Operating income Interest expense 27,931 $ (16...

  • Page 51
    ...2013 2012 2011 Net income $ 1,486 $ 1,335 $ 1,256 Other comprehensive income (loss), net of taxes: Actuarial gain (loss) and prior service cost on post employment and postretirement benefit plans, net of tax effect of $108 million, $24 million and $241 million Unrealized loss on marketable...

  • Page 52
    ... taxes Total Current Liabilities Long-Term Debt Deferred Income Taxes Other Liabilities Shareholders' Equity: $ 463 $ 124 1,691 2,810 362 400 1,579 2,610 355 407 5,726 6,728 1,273 1,658 4 5,075 6,806 1,238 1,821 4 Common stock (364.9 and 387.7 shares outstanding) Additional paid-in capital...

  • Page 53
    ... stock dividends ($.60 per share) Stock repurchases Stock-based compensation expense (1,397) (1,397) 55 (111) 55 345 1,481 3 234 Stock issued under stock plans Retirement of common stock Deferred compensation plan distributions (1) 4 (1,480) - 3 (931) Balance at February 2, 2013 Net income...

  • Page 54
    ... (millions) 2013 Cash flows from operating activities: Net income 2012 2011 $ 1,486 $ 1,335 $ 1,256 Adjustments to reconcile net income to net cash provided by operating activities: Impairments, store closing and other costs and gain on sale of leases Depreciation and amortization Stock-based...

  • Page 55
    ... stores and Internet websites under two brands (Macy's and Bloomingdale's) that sell a wide range of merchandise, including apparel and accessories (men's, women's and children's), cosmetics, home furnishings and other consumer goods in 45 states, the District of Columbia, Guam and Puerto Rico...

  • Page 56
    ... tax effect, until realized. At February 1, 2014, the Company did not hold any held-to-maturity or available-for-sale securities. Receivables In connection with the sale of most of the Company's credit assets to Citibank, the Company and Citibank entered into a long-term marketing and servicing...

  • Page 57
    ... generally credited to cost of sales at the time the merchandise is sold in accordance with ASC Subtopic 605-50, "Customer Payments and Incentives." The Company also receives advertising allowances from approximately 1,000 of its merchandise vendors pursuant to cooperative advertising programs, with...

  • Page 58
    ...projected sales, gross margin and SG&A expense rate assumptions and capital expenditures are based on the Company's annual business plan or other forecasted results. Discount rates reflect market-based estimates of the risks associated with the projected cash flows directly resulting from the use of...

  • Page 59
    ... future compensation levels, the long-term rate of return on assets and the growth in health care costs. The cost of these benefits is generally recognized in the Consolidated Financial Statements over an employee's term of service with the Company, and the accrued benefits are reported in accounts...

  • Page 60
    ...Company's credit card accounts and related receivable balances to Citibank, the Company and Citibank entered into a long-term marketing and servicing alliance pursuant to the terms of a Credit Card Program Agreement (the "Program Agreement") with an initial term of 10 years expiring on July 17, 2016...

  • Page 61
    ...) Amounts received under the Program Agreement were $928 million for 2013, $865 million for 2012 and $772 million for 2011, and are treated as reductions of SG&A expenses on the Consolidated Statements of Income. The Company's earnings from credit operations, net of servicing expenses, were $731...

  • Page 62
    ... the Consolidated Balance Sheets as property and equipment while the related obligation is included in short-term ( $2 million) and long-term ( $30 million ) debt. Amortization of assets subject to capitalized leases is included in depreciation and amortization expense. Total minimum lease payments...

  • Page 63
    ... year 2014 $ 31 2015 2016 2017 2018 21 8 7 7 Favorable lease intangible assets are being amortized over their respective lease terms (weighted average life of approximately twelve years) and customer relationship intangible assets are being amortized over their estimated useful lives of ten...

  • Page 64
    ...25 percent per annum to 7.875%, its stated interest rate, effective in January 2012 as a result of an upgrade of the notes by specified rating agencies. The rate of interest payable in respect of these senior notes could increase by up to 2.0% per annum from its current level in the event of two or...

  • Page 65
    ... early retirement of debt on the Consolidated Statements of Income. Future maturities of long-term debt, other than capitalized leases and premium on acquired debt, are shown below: (millions) Fiscal year 2015 2016 2017 2018 2019 After 2019 $ 481 642 306 6 41 5,046 During 2013, 2012 and 2011...

  • Page 66
    ... of credit outstanding at February 1, 2014 and February 2, 2013 . Revolving loans under the credit agreement bear interest based on various published rates. The Company's credit agreement, which is an obligation of a 100%-owned subsidiary of Macy's, Inc. ("Parent"), is not secured. However, Parent...

  • Page 67
    ... paper program. The Company may issue and sell commercial paper in an aggregate amount outstanding at any particular time not to exceed its then-current combined borrowing availability under the bank credit agreement described above. The issuance of commercial paper will have the effect, while...

  • Page 68
    ... Gift cards and customer award certificates Accrued wages and vacation Taxes other than income taxes Lease related liabilities Current portion of workers' compensation and general liability reserves Current portion of post employment and postretirement benefits Accrued interest Allowance for future...

  • Page 69
    ... 2, 2013 Deferred tax assets Post employment and postretirement benefits Accrued liabilities accounted for on a cash basis for tax purposes Long-term debt Unrecognized state tax benefits and accrued interest State operating loss and credit carryforwards Other Valuation allowance Total deferred tax...

  • Page 70
    ... would affect the effective income tax rate, was $123 million and $111 million, respectively. The Company classifies unrecognized tax benefits not expected to be settled within one year as other liabilities on the Consolidated Balance Sheets. The Company classifies federal, state and local interest...

  • Page 71
    ..., and effective January 2, 2012, the SERP was closed to new participants. In February 2013, the Company announced changes to the Pension Plan and SERP whereby eligible employees no longer earn future pension service credits after December 31, 2013, with limited exceptions. All retirement benefits...

  • Page 72
    ...10% 4.15% 4.50% 2013 2012 2011 Discount rate Expected long-term return on plan assets Rate of compensation increases 4.15% 7.50% 4.50% 4.65% 8.00% 4.50% 5.40% 8.00% 4.50% The Pension Plan's assumptions are evaluated annually and updated as necessary. The discount rate used to determine the...

  • Page 73
    ..., Pension Benefit Guaranty Corporation premiums and other costs and expenses. As of February 2, 2013, the Company lowered the assumed annual long-term rate of return for the Pension Plan's assets from 8.00% to 7.50% based on expected future returns on the portfolio. The Company develops its rate of...

  • Page 74
    ...investment purchases and sales, by asset category are as follows: Fair Value Measurements Quoted Prices in Tctive Markets for Identical Tssets (Level 1) (millions) Total Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents Equity securities...

  • Page 75
    ...investment purchases and sales, by asset category are as follows: Fair Value Measurements Quoted Prices in Tctive Markets for Identical Tssets (Level 1) (millions) Total Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents Equity securities...

  • Page 76
    ... reporting date Relating to assets sold during the period Purchases Sales Balance, end of year $ 594 1 48 $ 533 7 23 $ 77 (172) 548 $ 71 (40) 594 During 2012, the Company made a funding contribution to the Pension Plan totaling $150 million . The Company does not anticipate making funding...

  • Page 77
    ... in plan assets Fair value of plan assets, beginning of year Company contributions Benefits paid Fair value of plan assets, end of year Funded status at end of year Amounts recognized in the Consolidated Balance Sheets at February 1, 2014 and February 2, 2013 Accounts payable and accrued liabilities...

  • Page 78
    ... retirement plan: 2013 2012 2011 Discount rate Rate of compensation increases 4.15% 4.90% 4.65% 4.90% 5.40% 4.90% The supplementary retirement plan's assumptions are evaluated annually and updated as necessary. The discount rate used to determine the present value of the projected benefit...

  • Page 79
    ...for distribution on account of stock credits currently outstanding. At February 1, 2014 and February 2, 2013 , the liability under the plan, which is reflected in other liabilities on the Consolidated Balance Sheets, was $44 million and $44 million , respectively. Expense for 2013, 2012 and 2011 was...

  • Page 80
    ... in plan assets Fair value of plan assets, beginning of year Company contributions Benefits paid Fair value of plan assets, end of year Funded status at end of year Amounts recognized in the Consolidated Balance Sheets at February 1, 2014 and February 2, 2013 Accounts payable and accrued liabilities...

  • Page 81
    ... obligations: 2013 2012 2011 Discount rate 4.15% 4.65% 5.40% The postretirement benefit obligation assumptions are evaluated annually and updated as necessary. The discount rate used to determine the present value of the Company's accumulated postretirement benefit obligations is...

  • Page 82
    ... impact on the Company's consolidated financial position, results of operations or cash flows. The Company continues to evaluate the impact of the 2010 Acts on the active and retiree benefit plans offered by the Company. The following provides the assumed health care cost trend rates related to the...

  • Page 83
    ... pursuant to the Company's equity plan. Shares awarded are generally issued from the Company's treasury stock. Stock-based compensation expense included the following components: 2013 2012 (millions) 2011 Stock options Restricted stock units Restricted stock Stock credits $ $ 36 25 1 - 62...

  • Page 84
    ... to certain senior executives of the Company and awards of time-based restricted stock units to the non-employee members of the Company's board of directors. Stock Options The fair value of stock options granted during 2013, 2012 and 2011 and the weighted average assumptions used to estimate the...

  • Page 85
    ...to estimate the total shareholder return ranking of the Company among a ten-company executive compensation peer group over the remaining performance periods. The expected volatility of the Company's common stock at the date of grant was estimated based on a historical average volatility rate for the...

  • Page 86
    ... ending stock price for each reporting period. At February 2, 2013 , the liability under the stock credit plans, which was reflected in accounts payable and accrued liabilities on the Consolidated Balance Sheets, was $32 million . There are no stock credit awards outstanding and no related liability...

  • Page 87
    ... employee tax liabilities related to stock plan activity and shares maintained in a trust related to deferred compensation plans. Under the deferred compensation plans, shares are maintained in a trust to cover the number estimated to be needed for distribution on account of stock credits currently...

  • Page 88
    ... tables shows for 2013, 2012 and 2011 the beginning and ending balance of, and the activity associated with, accumulated other comprehensive loss, net of income tax effects: Unrealized Gains on Marketable Securities Post Employment and Postretirement Benefit Plans (millions) Total Tccumulated Other...

  • Page 89
    ...loss and included in the computation of net periodic benefit costs and included in SG&A expenses in the Consolidated Statements of Income. See Note 9, "Retirement Plans," and Note 10, "Postretirement Health Care and Life Insurance Benefits," for further information. On February 25, 2011, the Company...

  • Page 90
    ... an estimated risk-adjusted rate of return that would be used by market participants in valuing these assets or prices of similar assets. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments. The Company places...

  • Page 91
    ... all other direct subsidiaries of Parent, including FDS Bank, West 34th Street Insurance Company (prior to a merger, known separately as Leadville Insurance Company and Snowdin Insurance Company) and its subsidiary West 34th Street Insurance Company New York, Macy's Merchandising Corporation, Macy...

  • Page 92
    ... Assets - net Other Assets Deferred Income Taxes Intercompany Receivable Investment in Subsidiaries Total Assets LIABILITIES AND SHAREHOLDERS' EQUITY: Current Liabilities: Short-term debt Merchandise accounts payable Accounts payable and accrued liabilities Income taxes Deferred income taxes...

  • Page 93
    ... INC. Condensed Consolidating Statement of Comprehensive Income For 2013 (millions) Subsidiary Parent Issuer Other Subsidiaries Consolidating Tdjustments Consolidated Net sales $ Cost of sales Gross margin Selling, general and administrative expenses Impairments, store closing and other costs...

  • Page 94
    ... INC. Condensed Consolidating Statement of Cash Flows For 2013 (millions) Subsidiary Parent Issuer Other Subsidiaries Consolidating Tdjustments Consolidated Cash flows from operating activities: Net income Impairments, store closing and other costs and gain on sale of leases Equity in earnings...

  • Page 95
    ... Other Intangible Assets - net Other Assets Intercompany Receivable Investment in Subsidiaries Total Assets LIABILITIES AND SHAREHOLDERS' EQUITY: Current Liabilities: Short-term debt Merchandise accounts payable Accounts payable and accrued liabilities Income taxes Deferred income taxes 1,568...

  • Page 96
    ..., store closing and other costs and gain on sale of leases Operating income (loss) Interest (expense) income, net: External Intercompany Premium on early retirement of debt Equity in earnings of subsidiaries Income before income taxes Federal, state and local income tax benefit (expense) Net income...

  • Page 97
    ... INC. Condensed Consolidating Statement of Cash Flows For 2012 (millions) Subsidiary Parent Issuer Other Subsidiaries Consolidating Tdjustments Consolidated Cash flows from operating activities: Net income Impairments, store closing and other costs and gain on sale of leases Equity in earnings...

  • Page 98
    ... INC. Condensed Consolidating Statement of Comprehensive Income For 2011 (millions) Subsidiary Parent Issuer Other Subsidiaries Consolidating Tdjustments Consolidated Net sales $ Cost of sales Gross margin Selling, general and administrative expenses Impairments, store closing and other costs...

  • Page 99
    ... INC. Condensed Consolidating Statement of Cash Flows For 2011 (millions) Subsidiary Parent Issuer Other Subsidiaries Consolidating Tdjustments Consolidated Cash flows from operating activities: Net income Impairments, store closing and other costs and gain on sale of leases Equity in earnings...

  • Page 100
    Exhibit 10.14 MACY'S, INC. EXECUTIVE SEVERANCE PLAN (Effective November 1, 2009) (As Revised and Restated January 1, 2014) 1. Purpose of the Plan The Macy's, Inc. Execytive Severance Plan (the "Plan") is adopted by Macy's, Inc. (the "Company") to assist the Company in recryiting and retaining ...

  • Page 101
    "Effective Date" means the effective date of the Plan set forth in Section 12. "Executive" means an employee of a Participating Employer whose position is at or above the General Merchandise Manager (GMM), Senior Vice President (SVP), or eqyivalent level. In addition, in exceptional circymstances ...

  • Page 102
    ... severance plan is a plan designed primarily to provide benefits payable in cash ypon an employee's involyntary termination from employment and not a plan that provides either ancillary benefits ypon involyntary termination (sych as accelerated vesting ynder an eqyity program) or retirement benefits...

  • Page 103
    ... or retirement; The Participant's death prior to the effective date of the Participant's termination from employment; The Participant becoming permanently disabled within the meaning of the long-term disability plan of the Company or any other Participating Employer in effect for, or applicable to...

  • Page 104
    ... employment, or (ii) 5 days following the date on which the Release becomes irrevocable. Severance payments made to Participants ynder the Plan shall not be considered compensation for pyrposes of the Company's qyalified or nonqyalified retirement plans or its groyp health and welfare benefit plans...

  • Page 105
    ... an involyntary termination, and any termination of the Plan, shall not become effective yntil 12 months following the date on which the Company adopts sych amendment or termination. At the end of sych 12 months, the Restrictive Covenant Agreement signed by the Execytive pyrsyant to Section 4 prior...

  • Page 106
    12. Effective Date of the Plan The Plan shall be effective as of November 1, 2009. The Plan is revised and restated effective as of Janyary 1, 2014. 7

  • Page 107
    ... shall apply to a Plan Participant who has the title of Chief Execytive Officer: 1. The amoynt of the severance benefit payable ynder Section 6 is eqyal to either a. fifty foyr times the Participant's monthly base salary rate in effect at the time of the Participant's termination from employment...

  • Page 108
    ... and amortization as reported in the Company's financial statements included in its annual Form 10-K, adjusted to eliminate the effects of asset impairments, restructurings, acquisitions, divestitures, other unusual or non-recurring items, store closing costs, unplanned material tax law changes and...

  • Page 109
    ... without limitation the Company's achievement of average EBITDA Margin, average Return on Invested Capital ("ROIC") and relative Total Shareholder Return (TSR) goals for the Performance Period. It is the current intention of the Compensation Committee that the Compensation Committee will exercise...

  • Page 110
    ... and Other Current Assets - offset by Merchandise Accounts Payable and Accounts Payable and Accrued Iiabilities, and Other Assets, each as reported in the Company's financial statements in the applicable Form 10-K or Form 10-Q. Gross PPE will be determined using a two-point average (i.e., beginning...

  • Page 111
    ...'s relative TSR as of the Date of the Change in Control. (iii) The vesting of the time-based restricted stock as so converted: • Will be accelerated if, within the 24-month period following the Change in Control, the Grantee is terminated by the Company or the continuing entity without cause or...

  • Page 112
    ... the level of achievement of the applicable EBITDA Margin, ROIC and relative TSR performance goals, but in no event later than two and a half months after the end of the Performance Period, the Company shall cause to be paid to the Grantee a number of whole shares of unrestricted Common Stock equal...

  • Page 113
    ...be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company. 12. Amendments . Any Amendment...

  • Page 114
    ... by the Company of an agreement under which the Grantee provides services. (c) "Change in Control" shall mean the occurrence of any of the following events: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of...

  • Page 115
    ...50% or more ownership or other equity interest (a "Subsidiary"); (C) any acquisition of Voting Stock by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; or (D) any acquisition of Voting Stock by any Person pursuant to a transaction that complies...

  • Page 116
    ... Company's assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to such Business Combination, of the Voting Stock, (B) no Person (excluding any employee benefit plan (or related trust) sponsored...

  • Page 117
    ... and suppliers; (iv) financial information that has not been released to the public; (v) future business plans, marketing or licensing strategies, and advertising campaigns; or (vi) information about the Company's employees and executives, as well as the Company's talent strategies including but not...

  • Page 118
    ... WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer, and Grantee has also executed this Agreement in duplicate, as of the day and year first above written. MACY'S, INC. By: _____ Dennis J. Broderick Title: Executive Vice President, General...

  • Page 119
    ... the Employers. The amount of a Member's Annual Estimatec Social Security Benefits will be ceterminec as of January 31, 2014. Annual Retirement Benefits Offset shall be ceterminec as of the cate that the Member actually ceases to be an Employee. After December 31, 2013, no accitional company match...

  • Page 120
    ... shall be ceterminec as if the Member permanently ceases to be an Associate no later than December 31, 2013. IN ORDER TO EFFECT THE FOREGOING PLAN REVISIONS, the sponsor of the Plan hereby signs this Plan amencment. MACY'S, INC. By: Davic W. Clark Title: EVP, Human Resources Date: December 19...

  • Page 121
    ... credited, and distributions of account balances shall be made under the remaining provisions of the Plan. IN OPDEP TO EFFECT THE FOPEGOING PLAN PEVISIONS, the sponsor of the Plan hereby signs this Plan amendment. MACY'S, INC. By: David W. Clark Title: EVP, Human Pesources Date: December 19, 2013

  • Page 122
    Exhibit 10.22 MACY'S, INC. 401(k) RETIREMENT INVESTMENT PLAN (Amending and restating the iacy's, Inc. 401(k) Retirement Investment Plan effective as of January 1, 2014) 4-1

  • Page 123
    ...1 Purpose of Plan 1 Amendment of Prior Versions of Plans and Effective Date of Plan Document 1 ARTICLE 2 GENERAL DEFINITIONS; GENDER AND NUiBER 2 2.1 General Definitions 2 2.2 Gender and Number 9 ARTICLE 3 SERVICE DEFINITIONS AND RULES 10 3.1 Service Definitions 10 3.2 Special Credited Employment...

  • Page 124
    ... and Losses of Investment Funds to Accounts 59 7.9 Loans to Participants 60 7.10 Deduction of Benefit Payments, Forfeitures, and Withdrawals 63 7.11 Account Balances 63 7.12 Vested Rights 63 7.13 Voting of iacy's Common Shares Held in Investment Fund 65 ARTICLE 7A 7A.1 7A.2 7A.3 iAXIiUi ANNUAL...

  • Page 125
    ... Sum Form of Benefit 85 82 FORi OF DISTRIBUTION OF PROFIT SHARING ACCOUNTS 88 Section Applies Only to Profit Sharing Accounts 88 Normal Form of Profit Sharing Benefit âˆ' Qualified Annuity Forms 88 Election Out of Normal Form 88 Regular Optional Forms 89 Annuity Form of Benefit Rules 89 Annuity...

  • Page 126
    ... Sum Form for Small Profit Sharing Death Benefit 98 10A.8 Annuity Definitions 98 10A.9 Designation of Beneficiary 98 ARTICLE 11 11.1 11.2 11.3 11.4 11.5 11.6 11.7 11.8 11.9 11.10 11.11 11.12 ADDITIONAL DISTRIBUTION PROVISIONS 99 Cash or Share Form of Plan Payments 99 Allocation of Contributions...

  • Page 127
    ... and Profit Sharing Parts 122 16.4 Special ESOP Provisions 122 16.5 Dividends 125 ARTICLE 17 17.1 17.2 17.3 17.4 17.5 17.6 17.7 17.8 17.9 17.10 17.11 17.12 17.13 17.14 17.15 17.16 17.17 iISCELLANEOUS 126 Trust 126 iergers, Consolidations, and Transfers of Assets 126 Plan Benefits and Service for...

  • Page 128
    ... to as the "Plan"). 1.2 Purpose of Plan . The Plan provides a convenient and effective way for Participants to save on a regular and long-term basis for retirement and obtain additional retirement income. It is intended that the Plan (together with the Trust that is used in conjunction with, and...

  • Page 129
    ... all other compensation paid during such period to the Employee by each Affiliated Employer (in the course of the Affiliated Employer's trade or business) for his or her services as an Employee and for which the Affiliated Employer is required to furnish him or her a written statement under Section...

  • Page 130
    ...Employer on behalf of the Employee and are not includable in the Employee's gross income for Federal income tax purposes by reason of Section 125, 402(e)(3), 402(h), and/or 132(f)(4) of the Code ( i.e., elective contributions under a cafeteria plan, a cash or deferred arrangement in a profit sharing...

  • Page 131
    ... a "Covered Employee" for purposes of the Plan: (i) except where iacy's has otherwise agreed, any person who is employed in a leased department in a store operated by the Employer; (ii) any person who is stationed outside the United States (including its territories, whether or not incorporated or...

  • Page 132
    ...trade or business previously operated by another entity shall not be considered a part of the Employer unless and until the first date as of which both (i) the agreements by which such stock, interests, or assets were acquired by an Employer do not require that the employees of the acquired company...

  • Page 133
    ... iacy's, Inc. Profit Sharing 401(k) Investment Plan) as in effect from September 1, 2008 through December 31, 2013, which plan is a Prior Plan that is restated by this Plan document effective as of the Effective Amendment Date. 2.1.18 "iacy's Stock Fund" means the Investment Fund that is described...

  • Page 134
    ... refers to The iay Department Stores Company Profit Sharing Plan, a Prior Plan that was merged into the Plan effective as of September 1, 2008 and that immediately prior to its merger was sponsored by iacy's and identified for reporting purposes by an employer identification number of 13-3324058 and...

  • Page 135
    ... be deemed a 5% owner of the Affiliated Employer even if he or she ceases to own 5% of the Affiliated Employer in a later Plan Year. (e) Notwithstanding the foregoing, if a Participant first earns a nonforfeitable retirement benefit under the Plan after the date which would otherwise be his or her...

  • Page 136
    ... to be a reference to the Plan and the Trust. 2.1.33 "Trust Fund" means any assets of the Plan which are held under the Trust. 2.1.34 "Trustee" means the persons or entity serving at any time as trustee of the Trust. 2.2 Gender and Number . For purposes of the Plan, words used in any gender shall...

  • Page 137
    ... of the Prior Plan treated such period as a break-in-service of the Employee as of the date immediately preceding the Effective Amendment Date. 3.1.2 "Eligibility Service" means, with respect to an Employee, the Employee's period of service with the Employer to be taken into account for purposes of...

  • Page 138
    ... to be paid on account of a period during which no duties are performed as an Employee will not be credited as an Hour of Service if the payment is made or due under a plan maintained solely for the purpose of complying with applicable workers' compensation, unemployment compensation, or disability...

  • Page 139
    ... ends after the Effective Amendment Date shall be disregarded under the Plan if the Participant did not have a nonforfeitable interest in any retirement benefit under the Plan at the time such Break-in-Service began. 3.2 Special Credited Employment . 3.2.1 For purposes of the Plan and except as...

  • Page 140
    ... Plan or (ii) the agreements by which the acquisition is effected by an Affiliated Employer indicate that any such pre-acquisition years of the acquisition employee shall be credited as Eligibility Service and/or Vesting Service of the acquisition employee. 3.2.2 In addition, any period of service...

  • Page 141
    ...or she has ceased to be an Employee and the entire balance in his or her Accounts under the Plan has been distributed or forfeited hereunder. 4.3.2 However, notwithstanding the foregoing, a Participant shall be eligible to enter into or continue in effect a Savings Agreement only while he or she is...

  • Page 142
    ... subject to the rules of the Plan that apply to such contributions; (b) be includable in the Participant's income for Federal income tax purposes at the time of the reduction and treated for such tax purposes as designated Roth contributions that are subject to Code Section 402A, in which case such...

  • Page 143
    ... or her Covered Compensation which are to be contributed to the Plan as Pre-Tax Elective Savings Contributions, Roth Elective Savings Contributions, and/or After-Tax Savings Contributions) at any time by, and only by, entering into a new Savings Agreement (although any such new Savings Agreement can...

  • Page 144
    ... contribution eligible Participant's Covered Compensation for each Pay Day in the period in which Savings Agreement is in effect shall be reduced and such reduced amount contributed to the Plan as Pre-Tax Elective Savings Contributions of his or hers. (a) For purposes of this Subsection 5.1.7 and...

  • Page 145
    ... automatic contribution eligible Participant's Covered Compensation on each Pay Day in the period in which such Savings Agreement is in effect reduced and such reduced amount contributed to the Plan as Pre-Tax Elective Savings Contributions of his or hers. For purposes of this Subsection 5.1.7 and...

  • Page 146
    ... to the Effective Amendment Date, (ii) he or she had under such Prior Plan a savings agreement under which he or she had been deemed to elect (but had not affirmatively elected) to reduce his or her Covered Compensation for each Pay Day subject to the election by a certain percent (for purposes of...

  • Page 147
    ... that apply to such elections; (8) it explains the periods available under the Plan for making elections under a Savings Agreement; (9) it explains the Plan's withdrawal and vesting provisions applicable to contributions made under the Plan; (10) it provides information that is designed to make...

  • Page 148
    ... the Effective Amendment Date, a Participant who during such period is a Covered Employee included in a unit of employees covered by a collective bargaining agreement between employee representatives and the Employer, unless a collective bargaining agreement that covers the terms and conditions of...

  • Page 149
    ... (b) of this Subsection 5.1.8) of the Participant's Covered Compensation for each Pay Day in the period in which Savings Agreement is in effect shall be reduced and such reduced amount contributed to the Plan as Pre-Tax Elective Savings Contributions. Notwithstanding the foregoing, such automatic...

  • Page 150
    ... becomes effective or (ii) the date of expiration of a reasonable administrative period that follows the date on which the Participant ceases to be a Covered Employee and that is set by the Committee in order to permit the Plan a reasonable period of time to suspend the applicable Savings Agreement...

  • Page 151
    .... 5.1.10 Notwithstanding any other provision of the Plan, a Participant's Savings Agreement cannot relate to any Covered Compensation of the Participant that is currently available prior to the adoption or effective date of the Savings Agreement. In addition, except for occasional, bona fide...

  • Page 152
    ... be remitted by the Employer to the Trust, and allocated to the Participant's Accounts, as soon as administratively practical. For purposes of allocating iatching Contributions under the subsequent provisions of the Plan, any Savings Contributions shall be deemed to be made for the Pay Day to 25

  • Page 153
    which such contributions relate and for the Plan Year during which such Pay Day occurs. Savings Contributions shall be made in cash and shall not be dependent on net or accumulated profits of the Employer. 5.4 Pre- and After-Tax Nature of Savings Contributions . 5.4.1 As is indicated in Subsection ...

  • Page 154
    ...the Participant's Savings Contributions which are made for Pay Days that occur during any Plan Year that begins on or after the Effective Amendment Date and designated (or deemed to be designated) by the Participant as Pre-Tax Elective Savings Contributions and/or Roth Elective Savings Contributions...

  • Page 155
    ... Employee's pay from the Employer, to credit all payments on the loan to the Account to which the Rollover Contribution of which the loan note is a part is allocated, and to invest any payment on the loan in the Investment Fund or Funds in which such Account is invested at the time of the payment...

  • Page 156
    ... provision of the Code may be distributed (after being adjusted by Trust income and losses which the Committee reasonably determines were attributable to such contribution) to the Participant within a reasonable administrative period after the Committee makes such determination. 5.7.4 Nothing...

  • Page 157
    ... all other purposes of the Plan (including for purposes of the Plan's vesting, investment, loan, withdrawal, and distribution provisions and for purposes of applying the Plan's limits set forth in Sections 5A.2 and 6A.2 below) as if such contributions had been Pre-Tax Elective Savings Contributions...

  • Page 158
    ... that apply to Pre-Tax Elective Savings Contributions and Roth Elective Savings Contributions under Code Section 401(k)(3)(A)(ii) shall be met by the Plan, with respect to any Plan Year that begins on or after the Effective Amendment Date (for purposes of this Section 5A.1, the "subject Plan Year...

  • Page 159
    ... that apply to Pre-Tax Elective Savings Contributions and Roth Elective Savings Contributions under Code Section 401(k)(3)(A)(ii) shall be met by the Plan, with respect to any Plan Year that begins on or after the Effective Amendment Date (for purposes of this Section 5A.2, the "subject Plan Year...

  • Page 160
    ...determining whether the above limitations are met for the subject Plan Year. Until the Employer so amends the Plan, however, the Average Actual Deferral Percentage of the Non-Highly Compensated Employees for the subject Plan Year shall be used in determining whether the above limitations are met for...

  • Page 161
    ...in Subsection 5A.2.1 above for the subject Plan Year. (b) The Excess Contributions for the subject Plan Year shall be determined, and applied to eligible Participants who are Highly Compensated Employees for the subject Plan Year for distribution purposes, in accordance with the methods described in...

  • Page 162
    ...'s iatching Account for the subject Plan Year by reason of such Excess Contributions (and not yet distributed or forfeited under the Plan by the date the Excess Contributions are distributed) shall, together with the Trust's income allocable thereto (or less the Trust's loss allocable thereto...

  • Page 163
    ... eligible Participant for the subject Plan Year (and Trust income or loss allocable thereto) to the extent Excess Contributions (and allocable Trust income or losses) would otherwise have been required to be distributed to the eligible Participant from such Account portion under this Subsection 5A...

  • Page 164
    ... Plan, for purposes of the limits set forth in this Section 5A.2, the definitions set forth in the following paragraphs of this Subsection 5A.2.4 shall apply. (a) "Average Actual Deferral Percentage" for the subject Plan Year means: (i) with respect to the Highly Compensated Employees, the average...

  • Page 165
    ... were a separate plan. For purposes hereof, a "collectively bargained employee" is an Employee who is included in a unit of employees covered by a collective bargaining agreement between employee representatives and the Employer, provided retirement benefits were the subject of good faith bargaining...

  • Page 166
    ...the Trust's income (or loss) allocable to a Participant's excess deferral for any subject Plan Year shall be determined under any reasonable method that is adopted by the Committee for this purpose. Such method shall be used consistently for all Participants and for all corrective distributions made...

  • Page 167
    ... iatching Account for such Plan Year by reason of such excess deferral (and not yet distributed or forfeited under the Plan by the date the excess deferral is distributed) shall, together with the Trust's income allocable thereto (or less the Trust's loss allocable thereto) for the subject Plan Year...

  • Page 168
    ... in income under Code Section 402(h)(1)(B), employer contributions to purchase an annuity contract under Code Section 403(b) pursuant to a salary reduction agreement, and elective employer contributions to a simple retirement plan under Code Section 408(p)(2)(A)(I). 5B.3.2 "Applicable Limit...

  • Page 169
    ... 6 MATCHING CONTRIBUTIONS 6.1 Annual Amount of iatching Contributions . For each Plan Year that begins on or after the Effective Amendment Date, the Employer shall contribute amounts to the Trust in addition to the Savings Contributions elected by Participants for such Plan Year. Such additional...

  • Page 170
    ... be paid to the Trust on or before the last date permitted by applicable law for deduction of such contributions for the tax year of the Employer in which such Plan Year ends. 6.2.2 In addition, any iatching Contributions that are allocated to a Participant's Account under the subsequent provisions...

  • Page 171
    ... Who Are Not Collectively Bargained Employees . The nondiscrimination standards that apply to iatching Contributions under Code Section 401(m)(2) shall be met by the Plan, with respect to any Plan Year that begins on or after the Effective Amendment Date (for purposes of this Section 6A.1, the...

  • Page 172
    ... Who Are Not Collectively Bargained Employees . The nondiscrimination standards that apply to After-Tax Savings Contributions under Code Section 401(m)(2) shall be met by the Plan, with respect to any Plan Year that begins on or after the Effective Amendment Date (for purposes of this Section 6A...

  • Page 173
    ...contributions relate. (c) For purposes of this Section 6A.2, After-Tax Savings Contributions are treated as being made on behalf of an eligible Participant "for a Plan Year" if such contributions relate to any Pay Days of the eligible Participant which fall in such Plan Year. 6A.2.3 Distribution of...

  • Page 174
    (b) The Excess Aggregate Contributions for the subject Plan Year shall be determined, and applied to eligible Participants who are Highly Compensated Employees for the subject Plan Year for distribution purposes, in accordance with the methods described in subparagraphs (1) and (2) of this paragraph...

  • Page 175
    ... the Trust's income (or loss) allocable to such Excess Aggregate Contributions is determined on a date no more than seven days before the distribution of such contributions. (e) If the entire balance of the portion of an eligible Participant's Accounts which is attributable to After-Tax Savings...

  • Page 176
    for all purposes of this Plan as a distribution under this Subsection 6A.2.3 of Excess Aggregate Contributions applicable to the eligible Participant for the subject Plan Year (and Trust income or loss allocable thereto) to the extent Excess Aggregate Contributions composed of After-Tax Savings ...

  • Page 177
    ... Employees . The nondiscrimination standards that apply to iatching Contributions and After-Tax Savings Contributions under Code Section 401(m)(2) shall be met by the Plan, with respect to any Plan Year that begins on or after January 1, 2008 and prior to the Effective Amendment Date (for purposes...

  • Page 178
    ... the Average Actual Deferral Percentage of the Non-Highly Compensated Employees for the subject Plan Year or the immediately preceding Plan Year (whichever of such Plan Years is used to determine such percentage for purposes of the limits of Subsection 6A.3.1 which apply to the subject Plan Year...

  • Page 179
    ... Year if such contributions are allocated to an Account of the eligible Participant by reason of Basic Savings Contributions which relate to Pay Days of the eligible Participant which fall in the subject Plan Year. 6A.3.3 Distribution or Forfeiture of Excess Aggregate Contributions . Subject to the...

  • Page 180
    ... Year and is not used to determine the portion of such total sum of Excess Aggregate Contributions which will be distributed to any eligible Participant who is a Highly Compensated Employee for the subject Plan Year or forfeited from such Highly Compensated Employee's Accounts; instead, the method...

  • Page 181
    ... hereof, the Trust's income (or loss) allocable to any such Excess Aggregate Contributions for the subject Plan Year and applied to an eligible Participant for distribution or forfeiture purposes which is composed of a certain type of contribution ( e.g., After-Tax Savings Contributions or iatching...

  • Page 182
    ... date no more than seven days before the distribution or forfeiture of such contributions. (2) In this regard, if the iatching Contributions that apply to the subject Plan Year are not made to the Plan until after the end of the subject Plan Year, then the method of allocating Trust income (or loss...

  • Page 183
    ... . For purposes of the limits set forth in this Section 6A.3, the definitions set forth in the following paragraphs of this Subsection 6A.3.5 shall apply. (a) "Average Actual Contribution Percentage" for any Plan Year means: (i) with respect to the Highly Compensated Employees, the average (to...

  • Page 184
    ...of a Participant prior to the Effective Amendment Date (not including matching-type contributions) and (ii) credited or required to be credited to the Participant's account under a Prior Plan shall be deemed to have been allocated to the Participant's Savings Account at the time they were or were to...

  • Page 185
    ... made by the Employer under the prior matching contribution or employee stock ownership portions of a Prior Plan for a Participant prior to the Effective Amendment Date and (ii) credited to the Participant's account under a Prior Plan immediately before the Effective Amendment Date shall be deemed...

  • Page 186
    ... regular profit sharing contribution portion of a Prior Plan prior to the Effective Amendment Date and (ii) credited to the Participant's account under a Prior Plan immediately prior to the Effective Amendment Date shall be deemed to have been allocated to the Participant's Retirement Income Account...

  • Page 187
    ...the lesser of: (i) $50,000 (reduced by the highest outstanding balance of loans made from the Plan to the Participant during the one year period ending on the day before the date of the loan); or (ii) 50% of the portions of the Participant's Accounts in which the Participant is then vested under the...

  • Page 188
    ... other terms of the Plan, would otherwise allow the complete distribution of the Participant's vested Accounts under the Plan (if all applicable requests and consents were given for such distribution). A foreclosure on the portion of the Participant's vested Accounts which are being used as security...

  • Page 189
    ...Participant, be invested in the Investment Fund or Funds in the same manner as new contributions to such Account are being invested. Notwithstanding any other provision of the Plan to the contrary, any Account of a Participant shall not share in the other income and losses of the Trust to the extent...

  • Page 190
    ...such Account then invested in all such Investment Funds) to reflect the amount of such payment, forfeiture, or withdrawal. 7.11 Account Balances . For purposes of the Plan, the balance or value of any Account as of any specific date shall be deemed to be the net sum of amounts allocated or credited...

  • Page 191
    ... Subsection 7.12.3, a Participant to whom this Subsection 7.12.3 applies shall be fully vested in any iatching Account of his or hers if he or she ceases to be an Employee by reason of the closing or sale (not including the merger into any Affiliated Employer or into any division or facility of an...

  • Page 192
    ... such Account or Accounts were credited (in accordance with the provisions of the Prior Plan as in effect at the time the Participant ceased to be an employee for purposes of such Prior Plan). 7.13 Voting of iacy's Common Shares Held in Investment Fund. Any common shares of iacy's (for purposes of...

  • Page 193
    ... vote of any number of Common Shares held in the iacy's Stock Fund as to the ...shareholders, including the notice and access model permitted by rules of the U.S. Securities and Exchange Commission) each Participant who is entitled to direct the vote of any Common Shares held in the iacy's Stock Fund...

  • Page 194
    ... Section 401(h) or to contributions to a welfare benefit fund for funding for post-retirement medical benefits under Code Section 419A(d) shall not be applied against the limit set forth in Subsection 7A.1.2 above, however. 7A.2 Necessary Terms. For purposes of the rules set forth in this Article 7A...

  • Page 195
    ... be made to the extent possible under any of such other defined contribution plans in which a portion of the annual addition was allocated to the Participant's account as of a date in the applicable limitation year which is later than the latest date in such year as of which any portion of the...

  • Page 196
    ...'s election that was made under a Prior Plan, was in effect immediately prior to the Effective Amendment Date, and concerned the investment of his or her future contributions and/or his or her balance of his or her plan accounts as an investment election made under the foregoing subsections of this...

  • Page 197
    ...Funds as apply under the Plan as of the Effective Amendment Date. 7B.1.7 Whenever a Participant makes an election (or is deemed to make an election) under the foregoing subsections of this Section 7B.1 as to the investment of his or her future contributions or the then balance of his or her Accounts...

  • Page 198
    ...the Participant's Account balances that may be invested in employer securities); (c) a reasonable restriction on the timing and number of investment elections that a Participant can make to invest in employer securities, provided that the restrictions are designed to limit short-term trading in the...

  • Page 199
    ... or collective trust fund or pooled investment fund maintained by a bank or trust company supervised by a State or a Federal agency, (iii) a pooled investment fund of an insurance company that is qualified to do business in a State, or (iv) any other investment fund designated by the Commissioner...

  • Page 200
    ... of the Plan as Basic Savings Contributions and which he or she designates in the election. 8.1.3 If a withdrawal under Subsection 8.1.1 above and/or Subsection 8.1.2 above is elected, then, subject to Subsection 11.1.2 below, the actual withdrawal payment shall be distributed in cash to the...

  • Page 201
    ... is on account of: (a) expenses for (or necessary to obtain) medical care that would be deductible to the Participant under Section 213(d) of the Code (determined without regard to whether the expenses exceed 7.5% of adjusted gross income); (b) costs directly related to the purchase (excluding...

  • Page 202
    ... the date on which the withdrawal payment is made. The Participant may elect to have Savings Contributions resume being made on his or her behalf as of any Pay Day which occurs after the expiration of such six month suspension period only by filing a new Savings Agreement with a Plan representative...

  • Page 203
    ... that applies to him or her. (a) Such notice shall be provided a reasonable period before the beginning of each Plan Year to each person who is a covered Participant at the time of such notice (and, for any person who becomes a covered Participant after the 90 th day before the start of a Plan Year...

  • Page 204
    ... effective date of the withdrawal election (as adjusted for Plan income and losses attributable to such contributions, as determined under any reasonable method chosen by the Committee). Such distribution amount may also be reduced by any generally applicable distribution fees imposed under the Plan...

  • Page 205
    ... 31, 2013, a covered Participant shall no longer be considered a covered Participant after he or she has made an affirmative election to have Savings Contributions made on his or her behalf to the iacy's Immediate Prior Plan. Similarly, for the period beginning on the Effective Amendment Date...

  • Page 206
    ...full distribution of the retirement benefit to which he or she is entitled, his or her beneficiary under the Plan shall be entitled to a benefit under Article 10 below and the provisions of this Section 9.1 shall no longer apply. 9.2 Forfeiture of Nonvested Accounts on Termination of Employment . If...

  • Page 207
    ... vested balance therein and Trust income and losses which become allocable thereto, and shall be fully vested at all subsequent times. A new iatching Account, to which future iatching Contributions can be allocated and which shall be subject to the general vesting provisions of the Plan, shall...

  • Page 208
    ...) to the Plan. 9.5 Application of Forfeitures . Any amount of forfeitures arising under the Plan during a Plan Year beginning on or after the Effective Amendment Date (for purposes of this Section 9.5, the "subject Plan Year"): (i) shall be allocated to make all restorals of Accounts required under...

  • Page 209
    ... effected by the application of an amount equal to the vested balances in the Participant's Savings Benefit Accounts (determined as of a date which is reasonably chosen by the Committee or a Committee representative to be sufficiently in advance of the distribution so as to allow the Committee time...

  • Page 210
    ...is within a reasonable administrative period after the date as of which such purchase is made and in no event later than any deadline set in the Plan for the commencement of the applicable benefit). As a result, the vested balances of the Participant's Savings Benefit Accounts shall be maintained in...

  • Page 211
    ... is an optional annuity form only for a Participant who is married on the date as of which his or her Savings Benefit is distributed to him); (ii) a Life and Ten Year Certain Annuity; (iii) a Full Cash Refund Annuity; or (iv) a Period Certain Annuity. 9A.7 Annuity Definitions . For purposes of this...

  • Page 212
    ... Benefit shall be paid in such optional annuity form). The Committee may require for administrative reasons that such election must be filed a reasonable number of days or months prior to the date of any payment otherwise required under the Installment/Lump Sum form for it to be considered effective...

  • Page 213
    ... be an Employee for any reason. For purposes of this distribution, the remaining vested balances of the Participant's Savings Benefit Accounts to be so distributed shall be based on the latest valuations of the Investment Funds which have been completed prior to the date of the distribution and the...

  • Page 214
    ...(a)(9)-9(Q&A-2) that applies to the age of the Participant on his or her birthday in the subject Distribution Year. 9A.8.6 Notwithstanding the foregoing provisions of this Section 9A.8, if (i) the value of the Participant's Savings Benefit as of his or her Required Commencement Date, when added to...

  • Page 215
    ... distributed or paid; and (ii) for a Participant who is married on the date as of which his or her Profit Sharing Benefit commences or is paid, the person who is the spouse of the Participant on such date consents, in writing to a Plan representative, to such election within the same 180 day period...

  • Page 216
    ... at any time before his or her Profit Sharing Benefit is processed for distribution to him or her under the Plan; provided that if the Participant attempts upon such an amendment to elect another form of payment different than the normal form applicable to him or her, the conditions of Subsections...

  • Page 217
    ... is within a reasonable administrative period after the date as of which such purchase is made and in no event later than any deadline set in the Plan for the commencement of the applicable benefit). As a result, the vested portion of the Participant's Profit Sharing Accounts shall be maintained in...

  • Page 218
    ... period after the Participant ceases to be an Employee for any reason. For purposes of this distribution, the remaining vested balance in the Participant's Profit Sharing Accounts shall be based on the latest valuations of the Investment Funds which have been completed prior to the date...

  • Page 219
    ... paid under the Installment/Lump Sum Form described in this Section 9B.8 (for purposes of this Subsection 9B.8.7, the "Required Profit Sharing Distribution Date"). At such time, the form of the Participant's Profit Sharing Benefit shall be redetermined under all of the provisions of this Article 9B...

  • Page 220
    ... to pay a death benefit in an optional annuity form is subject to the following subsections of this Section 10.4. 10.4.1 The distribution of any annuity shall be effected by the application of an amount equal to the vested balances of the Participant's Accounts (determined as of a date which...

  • Page 221
    ... with or is within a reasonable administrative period after the date as of which such purchase is made and in no event later than any deadline set in the Plan for the commencement of the applicable benefit). As a result, the vested balances of the Participant's Accounts shall be maintained in the...

  • Page 222
    be used and name the contingent beneficiary in his or her election of this form. The period certain may be any number of months, provided it is not less than 36 months and not more than 180 months. 95

  • Page 223
    ... public. 10.6.5 Any Participant who is an active Participant as of the Effective Amendment Date pursuant to Article 4 above, and who had a beneficiary designation that was in effect immediately prior to the Effective Amendment Date under a Prior Plan and that met all of the conditions described...

  • Page 224
    ... for distribution in the absence of this election and within the 180 day period ending on the date on which the Profit Sharing Death Benefit is distributed. The spouse may amend or revoke his or her election of an optional form under this Section 10A.4 by written notice filed with a Plan 97

  • Page 225
    ... is within a reasonable administrative period after the date as of which such purchase is made and in no event later than any deadline set in the Plan for the commencement of the applicable benefit). As a result, the vested balance of the Participant's Profit Sharing Accounts shall be maintained in...

  • Page 226
    ...such lump sum payment shall be equal to the vested balance in the Participant's Profit Sharing Accounts determined as of a date which is reasonably chosen by the Committee or a Committee representative to be sufficiently in advance of the distribution so as to allow the Committee time to process the...

  • Page 227
    ....1.2, the "subject Closing Price") of a iacy's Share on the latest trading day of the largest securities market in which iacy's Shares are traded which occurs on or before the subject Valuation Date; and (ii) cash equal to the difference between the total amount or value of the payment and the value...

  • Page 228
    ... contrary, if a Participant in this Plan who ceased to be an Employee and became thereby entitled to the distribution of all or any part of his or her Accounts resumes employment as an Employee prior to his or her Required Commencement Date, the Committee shall then direct the Trustee to postpone or...

  • Page 229
    ... a qualified disclaimer for purposes of such section and to meet any requirements of applicable state law. 11.6 Incompetency . Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally or legally competent and of age until the date on which the...

  • Page 230
    ... eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income; however, such portion may be paid only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, an annuity contract...

  • Page 231
    ... may elect to have all or a part of the distribution directly rolled over by the Plan to an inherited individual retirement account or annuity (within the meaning of Code Section 408(d)(3)(C)(ii) and any related provisions of the Code) to the extent permitted by and subject to the provisions of...

  • Page 232
    ... plan other than an employee stock ownership plan). 11.11 Coverage of Pre-Effective Amendment Date Participants . Except as is otherwise specifically provided in this Plan, the provisions of this Plan only apply to persons who become Participants in this Plan under Article 4 above and to benefits...

  • Page 233
    ... a person who is not a Named Fiduciary to carry out any of its responsibilities under the Plan, other than the responsibility of the Trustee for the management and control of the Trust Fund within the meaning of Section 405(c) of ERISA, provided, however, that no such designation shall be effective...

  • Page 234
    ... COMMITTEE 13.1 Appointment of Committee . The Board shall appoint a Pension and Profit Sharing Committee, referred to in the Plan as the "Committee," the members of which may be officers or other employees of the Employer or any other persons. The Committee shall be composed of not less than three...

  • Page 235
    ... cause such steps required by the court decision or settlement agreement to be effected. 13.2.6 Unless otherwise provided in the Trust, the Committee shall also establish guidelines with respect to the investment of all funds held by the Trustee under the Plan and to make or direct all investments...

  • Page 236
    ... by the Board, the members of the Committee shall serve without compensation for services as such. All expenses of administration of the Plan (excluding brokerage fees, expenses related to securities transactions, and any taxes on the assets held in the Trust Fund, which expenses shall only...

  • Page 237
    ...initial 90-day period (or, if applicable, 45 day period) a written notice indicating the reasons for the extension and the date by which the Committee (or such other person or committee) expects to render the final decision. (b) The final notice of denial shall be written in a manner designed to be...

  • Page 238
    ... the end of the initial 60-day period (or, if applicable, 45-day period). However, if the decision on the appeal is extended due to the claimant's failure to submit information necessary to decide the appeal, the period for making the decision on the appeal shall be tolled from the date on which the...

  • Page 239
    ...any Employer contribution to the Plan. The Committee also shall have no duty or responsibility to verify the status of any Employee or former Employee under this Plan or to determine the identity or address of any person who is or may become entitled to the payment of any benefit from this Plan, and...

  • Page 240
    ... Participants and their beneficiaries of the Participants' Plan Accounts due under the terms of the Plan as in effect immediately prior to the complete termination; (b) by the liquidation and distribution of the assets of the Trust; (c) by the purchase of annuity contracts; or (d) by a combination...

  • Page 241
    ... that no such amendment shall make it possible, at any time prior to the satisfaction of all liabilities with respect to Participants, for any part of the income or corpus of the Trust Fund to be used for or diverted to any purpose other than for the exclusive benefit of Participants and their...

  • Page 242
    ...of any Account that reflects the Account's balance as of the later of the date such amendment is adopted or the date such amendment becomes effective (and subsequent Trust income and losses attributable to such Account balance) below the vested percentage that would apply to such Account portion had...

  • Page 243
    ... Group Plan and as of any Determination Date that applies to a plan year of such plan, a "Key Employee" refers to a person who at any time during the plan year ending on the subject Determination Date is: (a) An officer of an Affiliated Employer, provided such person receives compensation...

  • Page 244
    ... the capital or profits interests in the Affiliated Employer). Further, for purposes of this entire Subsection 15.1.3, the term "Key Employee" includes any person who is deceased as of the subject Determination Date but who when alive had been a Key Employee at any time during the plan year ending...

  • Page 245
    ... of the participant's account balances under the plan (valued as of the latest Valuation Date which coincides with or precedes such Determination Date), and (ii) an adjustment for contributions due as of such Determination Date. In the case of a profit sharing or stock bonus plan, the adjustment in...

  • Page 246
    ... 414(i)), the date as of which plan income, losses, and/or contributions are allocated to plan accounts of participants. 15.1.7 Compensation . For purposes hereof, a participant's "compensation" shall refer to his or her Compensation as defined in Subsection 2.1.6 above. 15.2 Effect of Top Heavy...

  • Page 247
    ... Retirement Age, shall be equal at least to the product of (i) 2% of the Non-Key Employee's average annual compensation for the five consecutive calendar years which produce the highest result and (ii) the Non-Key Employee's years of service (up to but not exceeding ten such years). For purposes...

  • Page 248
    ... in an Aggregation Group Plan maintained by an Affiliated Employer at a date in the applicable Plan Year which is later than the latest date in such year on which he or she actively participates in this Plan and (ii) such other plan provides for the same contribution or benefit as would otherwise...

  • Page 249
    ... to the distribution rules of Article 9B above (for purposes of this Article 16, such Account portions shall be referred to as "Profit Sharing Accounts"); and (iv) the term "Diversified Fund" shall refer to each Investment Fund other than the iacy's Stock Fund. 16.2 Parts of Plan . The Plan is...

  • Page 250
    ... to be made from the ESOP, and the portion of any such payment or distribution that is deemed made from the iacy's Stock Fund Non-ESOP Portion or from a Diversified Fund shall be considered to be made from the Profit Sharing Plan. 16.3.3 Application of Earlier Provisions That Are Relevant to One...

  • Page 251
    ... her Accounts invested in the iacy's Stock Fund ESOP Portion as of a record date used by iacy's to determine the Common Shares eligible to vote on any matter on which Common Shares have a vote (for purposes of this Subsection 16.4.5, the "subject matter") may direct the Trustee as to how a number of...

  • Page 252
    ... on an established securities market (as such terms are applied under Treasury Regulations Section 1.401(a)(35)-1(f)(5)(ii)), then no portion of the assets of the iacy's Stock Fund ESOP Portion that are attributable to (or allocable in lieu of) Common Shares acquired by the Plan in a sale to which...

  • Page 253
    ..., when related to any cash dividends paid on such shares, to the product of (i) the total number of Common Shares held in the iacy's Stock Fund ESOP Portion as of the record date for such dividends by (ii) a fraction having a numerator equal to the then value of the Participant's Accounts' entire...

  • Page 254
    ... the Trust Fund for satisfaction. In no event shall iacy's or any other Employer or any of their officers or agents, or members of the Board, the Committee, or the Trustee, be liable in their individual capacities to any person whomsoever for the payment of benefits under the provisions of the Plan...

  • Page 255
    ...suspension shall not be taken into account for purposes of applying Code Section 72(p), 401(a), or 4975(d)(1) to the loan on the Plan. 17.3.4 An individual reemployed as an Employee under Chapter 43 of Title 38 of the United States Code (as such chapter is in effect on December 12, 1994 and without...

  • Page 256
    ... Contribution to the Plan during the six-month period beginning on the date of the distribution. For purposes hereof, a "differential wage payment" means any payment that is made by the Employer to an individual with respect to any period during which the individual is performing service in the...

  • Page 257
    ... an Employer contribution for purposes of Section 7.1 or 7.2 or a part of an annual addition (as defined in Subsection 7A.1.2(a) above) to the Plan. 17.5 Employment Rule . Any individual who is a common law employee of a corporation or other entity which is a member of the controlled group of...

  • Page 258
    ... now or hereafter imposed through Federal or State legislation to report and disclose to any Federal or State department or agency, or to any Participant or other person, any information respecting the establishment or maintenance of the Plan or the Trust Fund. Any cost or expense incurred in...

  • Page 259
    ... for the Plan's net earnings and income to be exempt from tax under the Puerto Rico Code and for the Plan to be considered as qualified for all related purposes under the Puerto Rico Code. The provisions of this Section 17.15 shall not only be effective as of the Effective Amendment Date but shall...

  • Page 260
    ..., which rules are provided for in Section 1081.01(d)(2)(B)(vi) of the Puerto Rico Code; (j) the determination of the term "employer" when used in applying all nondiscrimination testing for purposes of the Plan, including but not limited to the nondiscrimination testing required under Sections 1081...

  • Page 261
    ...Rico Participants are allowed to benefit from the 10% preferential tax rate on lump sum distributions. 17.15.2 Notwithstanding any of the foregoing provisions of this Section 17.15, in no event shall any provision contained in the foregoing provisions of this Section 17.15 be applied under the Plan...

  • Page 262
    ...Relief Tax Act of 2008, and the Worker, Retiree, and Employer Recovery Act of 2008, or (ii) are necessary to reflect significant amendments adopted for a Prior Plan. 17.17.2 In this regard, the provisions of the Plan that are effective as of dates prior to the Effective Amendment Date (and apply to...

  • Page 263
    ... hereunto caused its name to be subscribed to this complete amendment and restatement of the Plan effective for all purposes, except as otherwise provided herein, as of January 1, 2014. MACY'S, INC. By: LLLDavid W. ClarkLLLLLLLLLLLLL Title: LLEVP, Human ResourcesLLLLLLL Date: LLDecember 19, 2013...

  • Page 264
    ... INC. CHANGE IN CONTROL PLAN (Effective November 1, 2009) (As Revised and Restated January 1, 2014) 1. Purpose of the Plan. The Macy's, Inc. Change in Contros Psan (the "Psan") is adopted by Macy's, Inc. (the "Company") to assist the Company in recruiting and retaining senior executives and/or key...

  • Page 265
    ... 50% or more ownership or other equity interest (a "Subsidiary"); (C) any acquisition of Voting Stock by any empsoyee benefit psan (or resated trust) sponsored or maintained by the Company or any Subsidiary; or (D) any acquisition of Voting Stock by any Person pursuant to a transaction that compsies...

  • Page 266
    ... directors of the corporation resusting from such Business Combination were members of the Incumbent Board at the time of the execution of the initias agreement, or of the action of the Board, providing for such Business Combination; or (iv) Approvas by the sharehosders of the Company of a compsete...

  • Page 267
    ... furnishing materiass and services to the Company and the terms of vendor or consustant contracts or arrangements; (iii) sists of, and other information regarding, Customers and suppsiers; (iv) financias information that has not been reseased to the pubsic; (v) future business psans, marketing...

  • Page 268
    ..., without simitation, duties with respect to the processing, review, investigation, approvas and payment of benefits, to a named administrator or administrators. 4. Participation (a) Any Executive who was a Participant on the Revision Date shass remain a Participant. On or after the Revision...

  • Page 269
    ... an equity program) or retirement benefits. (b) If a Participant ceases to be an Executive prior to a Change in Contros, the Participant wiss no songer be esigibse to participate in the Psan. Such Participant's participation in the Psan and esigibisity for benefits hereunder, shass end on the date...

  • Page 270
    ... 60 casendar days after the effective date of such termination or occurrence (which 60 casendar day period is referred to herein as the "Pre-Change in Contros Protection Period") wiss be deemed to have occurred after a Change in Contros for purposes of this Psan. 8. Benefits (a) Participants who...

  • Page 271
    ... the Executive's termination from empsoyment). 9. Form and Timing of Payment (a) Ass payments shass be made whossy in cash, sess appsicabse withhosding. Where payments are to be made within a fixed number of days fossowing a specified date, the Participant shass not have the right to designate the...

  • Page 272
    ...payment in cash within 5 days after the first anniversary of the effective date of the Participant's severance from empsoyment. (e) Payments made to Participants under the Psan shass not be considered compensation for purposes of the Company's quasified or nonquasified retirement psans or its group...

  • Page 273
    ... review unsess specias circumstances require an extension of time for processing, in which case a further sixty (60) days wiss be assowed. Any csaim for benefits, or appeas of the denias of a csaim for benefits, shass be fised with: Chief Human Resources Officer Macy's, Inc. 7 West Seventh Street...

  • Page 274
    ... thereto, any simisar tax imposed by state or socas saw, and any interest or penasties with respect to such tax. 12. Legal Fees and Expenses; Security It is the intent of the Company that the Executive not be required to incur segas fees and the resated expenses associated with the interpretation...

  • Page 275
    ... the date on which the Company adopts such amendment or termination, provided, however, that any amendment or termination which occurs within 12 months before a Change in Contros wiss not become effective untis the first day fossowing the end of the Severance Period. 15. Governing Law; Plan...

  • Page 276
    ...Bloomingdale's The Outlet Store, Inc. State of Incorporation/ Formation Delamare Trade Name(s) Macy's Marketing Bloomingdales.com Bloomingdale's Outlet Nem York Ohio Ohio FDS Bank FDS Thrift Holding Co., Inc. Macy's Corporate Services, Inc. Macy's Credit and Customer Services, Inc. Macy's Credit...

  • Page 277
    ...Inc. and subsidiaries ("Macy's, Inc.") of our report dated April 2, 2014, with respect to the consolidated balance sheets of Macy's, Inc. as of February 1, 2014 and February 2, 2013, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each...

  • Page 278
    ... requirements of the Securities and Exchange Commission (the "Commission"), in connection with an Annual Report on Form 10-K for the year ended February 1, 2014 to be filed by the Company pursuant to Section 13 of the Exchange Act, including without limitation, power and authority to sign for me, in...

  • Page 279
    ... other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant's other certifying officer(s) and I are responsible for...

  • Page 280
    significant role in the registrant's internal control over financial reporting. April 2, 2014 /s/ Terry J. Lundgren_____ Terry J. Lundgren Chief Executive Officer

  • Page 281
    ... other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant's other certifying officer(s) and I are responsible for...

  • Page 282
    ... and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. April 2, 2014 /s/ Karen M. Hoguet_____ Karen M. Hoguet Chief Financial Officer

  • Page 283
    ... contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. 2. Dated: April 2, 2014 /s/ Terry J. Lundgren__ Name: Terry J. Lundgren Title: Chief Executive Officer

  • Page 284
    ... or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. 2. Dated: April 2, 2014 /s/ Karen...

  • Page 285
    .... ONLINE SHOPPING By going to macys.com and bloomingdales.com, you can shop online, review your credit account and get detailed information on offers, events and activities associated with each brand. ATTRACTING AND DEVELOPING TALENT Go to macysinc.com/Talent for information on our programs for...

  • Page 286
    ... Executive Officer Allianz Global Investors Capital EXECUTIVE MANAGEMENT TEAM Terry J. Lundgren Chairman and Chief Executive Officer Jeffrey Gennette President Timothy M. Adams Chief Private Brand Officer William S. Allen Chief Human Resources Officer Julie Greiner Chief Merchandise Planning...

  • Page 287
    SHAREHOLDER INFORMATION TO REACH US macysinc.com/IR Sign up to have Macy's, Inc.'s news releases sent to you via e-mail by subscribing to News Direct. Get the latest stock price and chart, or take advantage of the historical price look-up feature. CALL: Macy's, Inc. Investor Relations Department ...

  • Page 288
    macysinc.com macys.com bloomingdales.com