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For the Fiscal Year Ended
February 2, 2013
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Commission File Number:
1-13536
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Incorporated in Delaware
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I.R.S. No. 13-3324058
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $.01 per share
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New York Stock Exchange
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7.45% Senior Debentures due 2017
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New York Stock Exchange
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6.79% Senior Debentures due 2027
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New York Stock Exchange
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7% Senior Debentures due 2028
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New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Class
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Outstanding at March 1, 2013
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Common Stock, $0.01 par value per share
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389,307,949 shares
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Document
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Parts Into
Which Incorporated
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Proxy Statement for the Annual Meeting of Stockholders to be held May 17, 2013 (Proxy Statement)
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Part III
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•
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the possible invalidity of the underlying beliefs and assumptions;
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•
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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, mail-order catalogs and television;
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•
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general consumer-spending levels, including the impact of general economic conditions, consumer disposable income levels, consumer confidence levels, the availability, cost and level of consumer debt, the costs of basic necessities and other goods and the effects of the weather or natural disasters;
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•
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conditions to, or changes in the timing of, proposed transactions and changes in expected synergies, cost savings and non-recurring charges;
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•
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possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions;
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•
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possible actions taken or omitted to be taken by third parties, including customers, suppliers, business partners, competitors and legislative, regulatory, judicial and other governmental authorities and officials;
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•
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changes in relationships with vendors and other product and service providers;
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•
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currency, interest and exchange rates and other capital market, economic and geo-political conditions;
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•
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severe or unseasonable weather, possible outbreaks of epidemic or pandemic diseases and natural disasters;
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•
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unstable political conditions, civil unrest, terrorist activities and armed conflicts;
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•
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the possible inability of the Company’s manufacturers to deliver products in a timely manner or meet the Company’s quality standards;
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•
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the Company’s reliance on foreign sources of production, including risks related to the disruption of imports by labor disputes, regional health pandemics, and regional political and economic conditions;
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•
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duties, taxes, other charges and quotas on imports; and
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•
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possible systems failures and/or security breaches, including, any security breach that results in the theft, transfer or unauthorized disclosure of customer, employee or company information, or the failure to comply with various laws applicable to the Company in the event of such a breach.
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Item 1.
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Business.
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2012
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2011
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2010
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|||
Feminine Accessories, Intimate Apparel, Shoes and Cosmetics
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38
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%
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37
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%
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36
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%
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Feminine Apparel
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23
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25
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26
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Men’s and Children’s
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23
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23
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23
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Home/Miscellaneous
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16
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15
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15
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100
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%
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100
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%
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100
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%
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•
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The Company’s bank subsidiary, FDS Bank provides credit processing, certain collections, customer service and credit marketing services in respect of all proprietary and non-proprietary credit card accounts that are owned either by Department Stores National Bank (“DSNB”), a subsidiary of Citibank, N.A., or FDS Bank and that constitute a part of the credit programs of the Company’s retail operations.
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•
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Macy’s Systems and Technology, Inc. (“MST”), a wholly-owned indirect subsidiary of the Company, provides operational electronic data processing and management information services to all of the Company’s operations.
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•
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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 MMG for only a very small portion of its private label merchandise. The Company believes that its private label merchandise further differentiates its merchandise assortments from those of its competitors and delivers exceptional value to its customers. MMG also offers its services, either directly or indirectly, to unrelated third parties.
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•
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Macy’s Logistics and Operations (“Macy’s Logistics”), a division of a wholly-owned indirect subsidiary of the Company, provides warehousing and merchandise distribution services for the Company’s operations.
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•
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Audit Committee Charter,
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•
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Compensation and Management Development Committee Charter,
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•
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Finance Committee Charter,
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•
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Nominating and Corporate Governance Committee Charter,
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•
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Corporate Governance Principles,
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•
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Non-Employee Director Code of Business Conduct and Ethics, and
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•
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Code of Conduct.
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Name
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Age
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Position with the Company
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Terry J. Lundgren
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61
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Chairman of the Board; President and Chief Executive Officer; Director
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Timothy M. Adams
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59
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Chief Private Brand Officer
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William S. Allen
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55
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Chief Human Resources Officer
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Jeffrey Gennette
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51
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Chief Merchandising Officer
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Julie Greiner
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59
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Chief Merchandise Planning Officer
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Robert B. Harrison
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49
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Chief Omnichannel Officer
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Karen M. Hoguet
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56
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Chief Financial Officer
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Jeffrey Kantor
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54
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Chairman of macys.com
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Martine Reardon
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50
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Chief Marketing Officer
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Peter Sachse
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55
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Chief Stores Officer
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Joel A. Belsky
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59
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Executive Vice President and Controller
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Dennis J. Broderick
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64
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Executive Vice President, General Counsel and Secretary
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Item 1A.
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Risk Factors.
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•
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general economic and stock and credit market conditions;
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•
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risks relating to the Company’s business and its industry, including those discussed above;
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•
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strategic actions by the Company or its competitors;
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•
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variations in the Company’s quarterly results of operations;
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•
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future sales or purchases of the Company’s common stock; and
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•
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investor perceptions of the investment opportunity associated with the Company’s common stock relative to other investment alternatives.
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Item 1B.
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Unresolved Staff Comments.
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Item 2.
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Properties.
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Geographic Region
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Total
Stores
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Owned
Stores
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Leased
Stores
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Stores
Subject to
a Ground
Lease
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||||
Mid-Atlantic
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105
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55
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33
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17
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Midwest
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94
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56
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27
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11
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North
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82
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64
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14
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4
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Northeast
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106
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55
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42
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9
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Northwest
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128
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39
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71
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18
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South Central
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103
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76
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18
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9
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Southeast
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110
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72
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18
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20
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Southwest
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113
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45
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46
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22
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841
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462
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269
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110
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2012
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2011
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2010
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|||
Store count at beginning of fiscal year
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842
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850
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850
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Stores opened and other expansions
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7
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4
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7
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Stores closed
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(8
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)
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(12
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)
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(7
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)
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Store count at end of fiscal year
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841
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842
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850
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Location
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Primary Function
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Owned or Leased
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Square Footage (thousands)
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Cheshire, CT
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Direct to customer
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Owned
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565
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Chicago, IL
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Stores
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Owned
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861
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Denver, CO
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Stores
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Leased
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20
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Goodyear, AZ
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Direct to customer
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Owned
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600
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Hayward, CA
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Stores
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Owned
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386
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Houston, TX
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Stores
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Owned
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1,453
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Joppa, MD
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Stores
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Owned
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850
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Kapolei, HI
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Stores
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Owned
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260
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Los Angeles, CA
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Stores
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Owned
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1,178
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Martinsburg, WV
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Direct to customer
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Owned
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1,300
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Miami, FL
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Stores
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Leased
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535
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Portland, TN
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Direct to customer
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Owned
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950
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Raritan, NJ
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Stores
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Owned
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560
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Sacramento, CA
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Direct to customer
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Leased
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96
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Secaucus, NJ
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Stores
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Leased
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675
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South Windsor, CT
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Stores
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Owned
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668
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St. Louis, MO
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Stores
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Owned
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661
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Stone Mountain, GA
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Stores
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Owned
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1,000
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Tampa, FL
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Stores
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Owned
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670
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Tukwila, WA
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Stores
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Leased
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500
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Youngstown, OH
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Stores
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Owned
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851
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Item 3.
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Legal Proceedings.
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Item 4.
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Mine Safety Disclosures.
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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2012
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2011
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||||||||||||||
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Low
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High
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Dividend
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Low
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High
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Dividend
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||||||
1st Quarter
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33.18
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41.50
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0.2000
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21.69
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25.99
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0.0500
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2nd Quarter
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32.31
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42.17
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0.2000
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23.98
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30.62
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|
|
0.1000
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3rd Quarter
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34.89
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|
41.24
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|
0.2000
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|
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22.66
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|
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32.35
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|
|
0.1000
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4th Quarter
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36.30
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|
|
41.98
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|
0.2000
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|
|
28.69
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|
|
35.92
|
|
|
0.1000
|
|
|
Total
Number
of Shares
Purchased
|
|
Average
Price per
Share ($)
|
|
Number of Shares
Purchased under
Program (1)
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Open
Authorization
Remaining (1)($)
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||||
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(thousands)
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|
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|
(thousands)
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(millions)
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||||
October 28, 2012 – November 24, 2012
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1,144
|
|
|
39.55
|
|
|
1,144
|
|
|
315
|
|
November 25, 2012 – December 29, 2012
|
6,823
|
|
|
38.46
|
|
|
6,823
|
|
|
1,553
|
|
December 30, 2012 – February 2, 2013
|
1,349
|
|
|
37.80
|
|
|
1,349
|
|
|
1,502
|
|
|
9,316
|
|
|
38.50
|
|
|
9,316
|
|
|
|
(1)
|
Commencing in January 2000, the Company’s Board of Directors has from time to time approved authorizations to purchase, in the aggregate, up to
$12,000 million
of Common Stock. All authorizations are cumulative and do not have an expiration date. As of
February 2, 2013
,
$1,502 million
of authorization remained unused. The Company may continue, discontinue or resume purchases of Common Stock under these or possible future authorizations in the open market, in privately negotiated transactions or otherwise at any time and from time to time without prior notice.
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Item 6.
|
Selected Financial Data.
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|
2012*
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|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
(millions, except per share)
|
||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
27,686
|
|
|
$
|
26,405
|
|
|
$
|
25,003
|
|
|
$
|
23,489
|
|
|
$
|
24,892
|
|
Cost of sales
|
(16,538
|
)
|
|
(15,738
|
)
|
|
(14,824
|
)
|
|
(13,973
|
)
|
|
(15,009
|
)
|
|||||
Gross margin
|
11,148
|
|
|
10,667
|
|
|
10,179
|
|
|
9,516
|
|
|
9,883
|
|
|||||
Selling, general and administrative expenses
|
(8,482
|
)
|
|
(8,281
|
)
|
|
(8,260
|
)
|
|
(8,062
|
)
|
|
(8,481
|
)
|
|||||
Impairments, store closing costs, gain on sale of leases
and division consolidation costs |
(5
|
)
|
|
25
|
|
|
(25
|
)
|
|
(391
|
)
|
|
(398
|
)
|
|||||
Goodwill impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,382
|
)
|
|||||
Operating income (loss)
|
2,661
|
|
|
2,411
|
|
|
1,894
|
|
|
1,063
|
|
|
(4,378
|
)
|
|||||
Interest expense
|
(425
|
)
|
|
(447
|
)
|
|
(513
|
)
|
|
(562
|
)
|
|
(588
|
)
|
|||||
Premium on early retirement of debt
|
(137
|
)
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
28
|
|
|||||
Income (loss) before income taxes
|
2,102
|
|
|
1,968
|
|
|
1,320
|
|
|
507
|
|
|
(4,938
|
)
|
|||||
Federal, state and local income tax benefit (expense)
|
(767
|
)
|
|
(712
|
)
|
|
(473
|
)
|
|
(178
|
)
|
|
163
|
|
|||||
Net income (loss)
|
$
|
1,335
|
|
|
$
|
1,256
|
|
|
$
|
847
|
|
|
$
|
329
|
|
|
$
|
(4,775
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share
|
$
|
3.29
|
|
|
$
|
2.96
|
|
|
$
|
2.00
|
|
|
$
|
0.78
|
|
|
$
|
(11.34
|
)
|
Diluted earnings (loss) per share
|
$
|
3.24
|
|
|
$
|
2.92
|
|
|
$
|
1.98
|
|
|
$
|
0.78
|
|
|
$
|
(11.34
|
)
|
Average number of shares outstanding
|
405.5
|
|
|
424.5
|
|
|
423.3
|
|
|
421.7
|
|
|
421.2
|
|
|||||
Cash dividends paid per share
|
$
|
.8000
|
|
|
$
|
.3500
|
|
|
$
|
.2000
|
|
|
$
|
.2000
|
|
|
$
|
.5275
|
|
Depreciation and amortization
|
$
|
1,049
|
|
|
$
|
1,085
|
|
|
$
|
1,150
|
|
|
$
|
1,210
|
|
|
$
|
1,278
|
|
Capital expenditures
|
$
|
942
|
|
|
$
|
764
|
|
|
$
|
505
|
|
|
$
|
460
|
|
|
$
|
897
|
|
Balance Sheet Data (at year end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,836
|
|
|
$
|
2,827
|
|
|
$
|
1,464
|
|
|
$
|
1,686
|
|
|
$
|
1,385
|
|
Total assets
|
20,991
|
|
|
22,095
|
|
|
20,631
|
|
|
21,300
|
|
|
22,145
|
|
|||||
Short-term debt
|
124
|
|
|
1,103
|
|
|
454
|
|
|
242
|
|
|
966
|
|
|||||
Long-term debt
|
6,806
|
|
|
6,655
|
|
|
6,971
|
|
|
8,456
|
|
|
8,733
|
|
|||||
Shareholders’ equity
|
6,051
|
|
|
5,933
|
|
|
5,530
|
|
|
4,653
|
|
|
4,620
|
|
*
|
53 weeks
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Comparable sales increased
3.7%
which represents the third consecutive year of comparable sales growth in excess of 3.5%.
|
•
|
Operating income for fiscal 2012 was $2.666 billion or 9.6% of sales, excluding impairments, store closing costs and gain on sale of leases, an increase of 12% and 60 basis points as a percent of sales over 2011 on a comparable basis. See pages 16 to 18 for a reconciliation of this non-GAAP financial measure to the most comparable GAAP financial measure and other important information.
|
•
|
Diluted earnings per share, excluding certain items, grew 20% to $3.46 in 2012. See pages 16 to 18 for a reconciliation of this non-GAAP financial measure to the most comparable GAAP financial measure and other important information.
|
•
|
Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, excluding premium on early retirement of debt and impairments, store closing costs and gain on sale of leases) as a percent to net sales reached
13.4%
in 2012, reflecting steady improvement toward the Company's goal of a 14% Adjusted EBITDA rate. See pages 16 to 18 for a reconciliation of this non-GAAP financial measure to the most comparable GAAP financial measure and other important information.
|
•
|
Return on invested capital ("ROIC") a key measure of operating productivity, reached
21.2%
, continuing an improvement trend over the past four years. See pages 16 to 18 for a reconciliation of this non-GAAP financial measure to the most comparable GAAP financial measure and other important information.
|
•
|
The Company repurchased
35.6 million
shares of its common stock for
$1,350 million
in 2012, and doubled its annualized dividend rate to 80 cents per share.
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||
|
|
(millions, except percentages)
|
||||||||||||||
Net sales
|
|
$
|
27,686
|
|
|
$
|
26,405
|
|
|
$
|
25,003
|
|
|
$
|
23,489
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
$
|
2,661
|
|
|
$
|
2,411
|
|
|
$
|
1,894
|
|
|
$
|
1,063
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income as a percent to net sales
|
|
9.6
|
%
|
|
9.1
|
%
|
|
7.6
|
%
|
|
4.5
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
$
|
2,661
|
|
|
$
|
2,411
|
|
|
$
|
1,894
|
|
|
$
|
1,063
|
|
Add back (deduct) impairments, store closing costs,
gain on sale of leases and division consolidation costs |
|
5
|
|
|
(25
|
)
|
|
25
|
|
|
391
|
|
||||
Operating income, excluding certain items
|
|
$
|
2,666
|
|
|
$
|
2,386
|
|
|
$
|
1,919
|
|
|
$
|
1,454
|
|
Operating income, excluding certain items, as a percent to net sales
|
|
9.6
|
%
|
|
9.0
|
%
|
|
7.7
|
%
|
|
6.2
|
%
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||
Diluted earnings per share
|
|
$
|
3.24
|
|
|
$
|
2.92
|
|
|
$
|
1.98
|
|
|
$
|
0.78
|
|
Add back the impact of premium on early retirement of debt
|
|
0.21
|
|
|
—
|
|
|
0.09
|
|
|
—
|
|
||||
Deduct the impact of gain on sale of leases
|
|
—
|
|
|
(0.08
|
)
|
|
—
|
|
|
—
|
|
||||
Add back the impact of impairments and store closing costs
|
|
0.01
|
|
|
0.04
|
|
|
0.04
|
|
|
0.18
|
|
||||
Add back the impact of division consolidation costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.40
|
|
||||
Diluted earnings per share, excluding the impact of premium on
early retirement of debt, impairments, store closing costs, gain on sale of leases and division consolidation costs |
|
$
|
3.46
|
|
|
$
|
2.88
|
|
|
$
|
2.11
|
|
|
$
|
1.36
|
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||
|
|
(millions, except percentages)
|
||||||||||||||
Net sales
|
|
$
|
27,686
|
|
|
$
|
26,405
|
|
|
$
|
25,003
|
|
|
$
|
23,489
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
1,335
|
|
|
$
|
1,256
|
|
|
$
|
847
|
|
|
$
|
329
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income as a percent to net sales
|
|
4.8
|
%
|
|
4.8
|
%
|
|
3.4
|
%
|
|
1.4
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
1,335
|
|
|
$
|
1,256
|
|
|
$
|
847
|
|
|
$
|
329
|
|
Add back interest expense - net
|
|
422
|
|
|
443
|
|
|
508
|
|
|
556
|
|
||||
Add back premium on early retirement of debt
|
|
137
|
|
|
—
|
|
|
66
|
|
|
—
|
|
||||
Add back federal, state and local income tax expense
|
|
767
|
|
|
712
|
|
|
473
|
|
|
178
|
|
||||
Add back (deduct) impairments, store closing costs,
gain on sale of leases and division consolidation costs |
|
5
|
|
|
(25
|
)
|
|
25
|
|
|
391
|
|
||||
Add back depreciation and amortization
|
|
1,049
|
|
|
1,085
|
|
|
1,150
|
|
|
1,210
|
|
||||
Adjusted EBITDA
|
|
$
|
3,715
|
|
|
$
|
3,471
|
|
|
$
|
3,069
|
|
|
$
|
2,664
|
|
Adjusted EBITDA as a percent to net sales
|
|
13.4
|
%
|
|
13.1
|
%
|
|
12.3
|
%
|
|
11.3
|
%
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||
|
|
(millions, except percentages)
|
||||||||||||||
Operating income
|
|
$
|
2,661
|
|
|
$
|
2,411
|
|
|
$
|
1,894
|
|
|
$
|
1,063
|
|
|
|
|
|
|
|
|
|
|
||||||||
Property and equipment - net
|
|
$
|
8,308
|
|
|
$
|
8,617
|
|
|
$
|
9,160
|
|
|
$
|
9,975
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income as a percent to property and equipment - net
|
|
32.0
|
%
|
|
28.0
|
%
|
|
20.7
|
%
|
|
10.7
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
$
|
2,661
|
|
|
$
|
2,411
|
|
|
$
|
1,894
|
|
|
$
|
1,063
|
|
Add back (deduct) impairments, store closing costs,
gain on sale of leases and division consolidation costs |
|
5
|
|
|
(25
|
)
|
|
25
|
|
|
391
|
|
||||
Add back depreciation and amortization
|
|
1,049
|
|
|
1,085
|
|
|
1,150
|
|
|
1,210
|
|
||||
Add back rent expense, net
|
|
|
|
|
|
|
|
|
||||||||
Real estate
|
|
258
|
|
|
243
|
|
|
235
|
|
|
229
|
|
||||
Personal property
|
|
11
|
|
|
10
|
|
|
10
|
|
|
12
|
|
||||
Deferred rent amortization
|
|
7
|
|
|
8
|
|
|
7
|
|
|
7
|
|
||||
Adjusted operating income
|
|
$
|
3,991
|
|
|
$
|
3,732
|
|
|
$
|
3,321
|
|
|
$
|
2,912
|
|
|
|
|
|
|
|
|
|
|
||||||||
Property and equipment - net
|
|
$
|
8,308
|
|
|
$
|
8,617
|
|
|
$
|
9,160
|
|
|
$
|
9,975
|
|
Add back accumulated depreciation and amortization
|
|
5,967
|
|
|
6,018
|
|
|
5,916
|
|
|
5,620
|
|
||||
Add capitalized value of non-capitalized leases
|
|
2,208
|
|
|
2,088
|
|
|
2,016
|
|
|
1,984
|
|
||||
Add (deduct) other selected assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Receivables
|
|
322
|
|
|
294
|
|
|
317
|
|
|
305
|
|
||||
Merchandise inventories
|
|
5,754
|
|
|
5,596
|
|
|
5,211
|
|
|
5,170
|
|
||||
Prepaid expenses and other current assets
|
|
390
|
|
|
409
|
|
|
283
|
|
|
231
|
|
||||
Other assets
|
|
579
|
|
|
528
|
|
|
526
|
|
|
497
|
|
||||
Merchandise accounts payable
|
|
(2,362
|
)
|
|
(2,314
|
)
|
|
(2,085
|
)
|
|
(1,978
|
)
|
||||
Accounts payable and accrued liabilities
|
|
(2,333
|
)
|
|
(2,309
|
)
|
|
(2,274
|
)
|
|
(2,320
|
)
|
||||
Total average invested capital
|
|
$
|
18,833
|
|
|
$
|
18,927
|
|
|
$
|
19,070
|
|
|
$
|
19,484
|
|
|
|
|
|
|
|
|
|
|
||||||||
ROIC
|
|
21.2
|
%
|
|
19.7
|
%
|
|
17.4
|
%
|
|
14.9
|
%
|
•
|
Comparable sales increase in 2013 of approximately 3.5% from 2012 levels;
|
•
|
Diluted earnings per share of $3.90 to $3.95;
|
•
|
Funding contribution to the Pension Plan of $150 million; and
|
•
|
Capital expenditures of approximately $925 million.
|
|
Obligations Due, by Period
|
||||||||||||||||||
Total
|
|
Less than
1 Year
|
|
1 – 3
Years
|
|
3 – 5
Years
|
|
More than
5 Years
|
|||||||||||
(millions)
|
|||||||||||||||||||
Short-term debt
|
$
|
121
|
|
|
$
|
121
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
6,583
|
|
|
—
|
|
|
942
|
|
|
948
|
|
|
4,693
|
|
|||||
Interest on debt
|
5,127
|
|
|
394
|
|
|
729
|
|
|
606
|
|
|
3,398
|
|
|||||
Capital lease obligations
|
67
|
|
|
5
|
|
|
7
|
|
|
6
|
|
|
49
|
|
|||||
Operating leases
|
2,714
|
|
|
257
|
|
|
460
|
|
|
348
|
|
|
1,649
|
|
|||||
Letters of credit
|
34
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other obligations
|
3,942
|
|
|
2,342
|
|
|
493
|
|
|
339
|
|
|
768
|
|
|||||
|
$
|
18,588
|
|
|
$
|
3,153
|
|
|
$
|
2,631
|
|
|
$
|
2,247
|
|
|
$
|
10,557
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8.
|
Consolidated Financial Statements and Supplementary Data.
|
|
Page
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accountant Fees and Services.
|
Item 15.
|
Exhibits and Financial Statement Schedules.
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
3.1
|
|
Amended and Restated Certificate of Incorporation
|
|
Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 18, 2010 (the “May 18, 2010 Form 8-K”)
|
|
|
|
|
|
3.1.1
|
|
Certificate of Designations of Series A Junior Participating Preferred Stock
|
|
Exhibit 3.1.1 to the Company’s Annual Report on
Form 10-K for the fiscal year ended January 28, 1995
|
|
|
|
|
|
3.1.2
|
|
Article Seventh of the Amended and Restated Certificate of Incorporation
|
|
Exhibit 3.1 to the Company's Current Report on Form 8-K dated May 24, 2011 (the “May 24, 2011 Form 8-K”)
|
|
|
|
|
|
3.2
|
|
Amended and Restated By-Laws
|
|
Exhibit 3.2 to the May 24, 2011 Form 8-K
|
|
|
|
|
|
4.1
|
|
Amended and Restated Certificate of Incorporation
|
|
See Exhibits 3.1, 3.1.1 and 3.1.2
|
|
|
|
|
|
4.2
|
|
Amended and Restated By-Laws
|
|
See Exhibit 3.2
|
|
|
|
|
|
4.3
|
|
Indenture, dated as of January 15, 1991, among the Company (as successor to The May Department Stores Company (“May 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, N.A. (“BNY Mellon”, successor to J.P. Morgan Trust Company and as successor to The First National Bank of Chicago), as Trustee (the “1991 Indenture”)
|
|
Exhibit 4(2) to May New York’s Current Report on Form 8-K filed on January 15, 1991
|
|
|
|
|
|
4.3.1
|
|
Guarantee of Securities, dated as of August 30, 2005, by the Company relating to the 1991 Indenture
|
|
Exhibit 10.13 to the Company’s Current Report on
Form 8-K filed on August 30, 2005 (the “August 30, 2005 Form 8-K”)
|
|
|
|
|
|
4.4
|
|
Indenture, dated as of December 15, 1994, between the Company and U.S. Bank National Association (successor to State Street Bank and Trust Company and The First National Bank of Boston), as Trustee (the “1994 Indenture”)
|
|
Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (Registration No. 33-88328) filed on January 9, 1995
|
|
|
|
|
|
4.4.1
|
|
Eighth 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 National Bank of Boston), as Trustee
|
|
Exhibit 2 to the Company’s Current Report on Form 8-K filed on July 15, 1997 (the “July 1997 Form 8-K”)
|
|
|
|
|
|
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 National Bank of Boston), as Trustee
|
|
Exhibit 3 to the July 1997 Form 8-K
|
|
|
|
|
|
4.4.3
|
|
Tenth Supplemental Indenture to the 1994 Indenture, dated as of August 30, 2005, among the Company, Macy’s Retail and U.S. Bank National Association (as successor to State Street Bank and Trust Company and as successor to The First National Bank of Boston), as Trustee
|
|
Exhibit 10.14 to the August 30, 2005 Form 8-K
|
|
|
|
|
|
4.4.4
|
|
Guarantee of Securities, dated as of August 30, 2005, by the Company relating to the 1994 Indenture
|
|
Exhibit 10.16 to the August 30, 2005 Form 8-K
|
|
|
|
|
|
4.5
|
|
Indenture, dated as of September 10, 1997, between the Company and U.S. Bank National Association (successor to Citibank, N.A.), as Trustee (the “1997 Indenture”)
|
|
Exhibit 4.4 to the Company’s Amendment No. 1 to Form S-3 (Registration No. 333-34321) filed on September 11, 1997
|
|
|
|
|
|
4.5.1
|
|
First Supplemental Indenture to the 1997 Indenture, dated as of February 6, 1998, between the Company and U.S. Bank National Association (successor to Citibank, N.A.), as Trustee
|
|
Exhibit 2 to the Company’s Current Report on Form 8-K filed on February 6, 1998
|
|
|
|
|
|
4.5.2
|
|
Third Supplemental Indenture to the 1997 Indenture, dated as of March 24, 1999, between the Company and U.S. Bank National Association (successor to Citibank, N.A.), as Trustee
|
|
Exhibit 4.2 to the Company’s Registration Statement on Form S-4 (Registration No. 333-76795) filed on April 22, 1999
|
|
|
|
|
|
4.5.3
|
|
Seventh Supplemental Indenture to the 1997 Indenture, dated as of August 30, 2005 among the Company, Macy’s Retail and U.S. Bank National Association (successor to Citibank, N.A.), as Trustee
|
|
Exhibit 10.15 to the August 30, 2005 Form 8-K
|
|
|
|
|
|
4.5.4
|
|
Guarantee of Securities, dated as of August 30, 2005, by the Company relating to the 1997 Indenture
|
|
Exhibit 10.17 to the August 30, 2005 Form 8-K
|
|
|
|
|
|
4.6
|
|
Indenture, dated as of June 17, 1996, among the Company (as successor to May Delaware), Macy’s Retail (f/k/a May New York) and The Bank of New York Mellon Trust Company, N.A. (“BNY Mellon”, successor to J.P. Morgan Trust Company), as Trustee (the “1996 Indenture”)
|
|
Exhibit 4.1 to the Registration Statement on Form S-3 (Registration No. 333-06171) filed on June 18, 1996 by May Delaware
|
|
|
|
|
|
4.6.1
|
|
First Supplemental Indenture to the 1996 Indenture, dated as of August 30, 2005, by and among the Company (as successor to May Delaware), Macy’s Retail (f/k/a May New York) and BNY Mellon, as Trustee
|
|
Exhibit 10.9 to the August 30, 2005 Form 8-K
|
|
|
|
|
|
4.7
|
|
Indenture, dated as of July 20, 2004, among the Company (as successor to May Delaware), Macy’s Retail (f/k/a May New York) and BNY Mellon, as Trustee (the “2004 Indenture”)
|
|
Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-00079) filed July 21, 2004 by May Delaware
|
|
|
|
|
|
4.7.1
|
|
First Supplemental Indenture to the 2004 Indenture, dated as of August 30, 2005 among the Company (as successor to May Delaware), Macy’s Retail and BNY Mellon, as Trustee
|
|
Exhibit 10.10 to the August 30, 2005 Form 8-K
|
|
|
|
|
|
4.8
|
|
Indenture, dated as of November 2, 2006, by and among Macy’s Retail, the Company and U.S. Bank National Association, as Trustee (the “2006 Indenture”)
|
|
Exhibit 4.6 to the Company’s Registration Statement on Form S-3ASR (Registration No. 333-138376) filed on November 2, 2006
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
4.8.1
|
|
First Supplemental Indenture to the 2006 Indenture, dated November 29, 2006, among Macy’s Retail, the Company and U.S. Bank National Association, as Trustee
|
|
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 29, 2006
|
|
|
|
|
|
4.8.2
|
|
Third Supplemental Indenture to the 2006 Indenture, dated March 12, 2007, among Macy’s Retail, the Company and U.S. Bank National Association, as Trustee
|
|
Exhibit 4.2 to the March 12, 2007 Form 8-K
|
|
|
|
|
|
4.8.3
|
|
Fifth Supplemental Trust Indenture to the 2006 Indenture, dated as of June 26, 2008, among Macy’s Retail, as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee
|
|
Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 26, 2008
|
|
|
|
|
|
4.9
|
|
Indenture, dated as of January 13, 2012, among Macy's Retail, the Company and BNY Mellon, as Trustee (the "2012 Indenture")
|
|
Exhibit 4.1 to the Company's Current Report on Form 8-K filed on January 13, 2012 (the “January 13, 2012 Form 8-K”)
|
|
|
|
|
|
4.9.1
|
|
First Supplemental Trust Indenture to the 2012 Indenture, dated as of January 13, 2012, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee
|
|
Exhibit 4.2 to the January 13, 2012 Form 8-K
|
|
|
|
|
|
4.9.2
|
|
Second Supplemental Trust Indenture to the 2012 Indenture, dated as of January 13, 2012, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee
|
|
Exhibit 4.3 to the January 13, 2012 Form 8-K
|
|
|
|
|
|
4.9.3
|
|
Third Supplemental Trust Indenture, dated as of November 20, 2012, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee
|
|
Exhibit 4.2 to the Company's Current Report on Form 8-K dated November 20, 2012 (the “November 20, 2012 Form 8-K”)
|
|
|
|
|
|
4.9.4
|
|
Fourth Supplemental Trust Indenture, dated as of November 20, 2012, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee
|
|
Exhibit 4.3 to the November 20, 2012 Form 8-K
|
|
|
|
|
|
10.1+
|
|
Credit Amendment, dated as of June 20, 2011, among the Company, Macy's Retail, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and paying agent, and Bank of America, N.A., as administrative agent
|
|
Exhibit 10.01 to the Company's Current Report on Form 8-K filed on June 20, 2011 (the “June 20, 2011 Form 8-K”)
|
|
|
|
|
|
10.2
|
|
Guarantee Agreement, dated as of June 20, 2011, among the Company, Macy’s Retail, certain subsidiary guarantors and JPMorgan Chase Bank, N.A., as paying agent
|
|
Exhibit 10.02 to the June 20, 2011 Form 8-K
|
|
|
|
|
|
10.3
|
|
Commercial Paper Dealer Agreement, dated as of August 30, 2005, among the Company, Macy’s Retail and Banc of America Securities LLC
|
|
Exhibit 10.6 to the August 30, 2005 Form 8-K
|
|
|
|
|
|
10.4
|
|
Commercial Paper Dealer Agreement, dated as of August 30, 2005, among the Company, Macy’s Retail and Goldman, Sachs & Co.
|
|
Exhibit 10.7 to the August 30, 2005 Form 8-K
|
|
|
|
|
|
10.5
|
|
Commercial Paper Dealer Agreement, dated as of August 30, 2005, among the Company, Macy’s Retail and J.P. Morgan Securities Inc.
|
|
Exhibit 10.8 to the August 30, 2005 Form 8-K
|
|
|
|
|
|
10.6
|
|
Commercial Paper Dealer Agreement, dated as of October 4, 2006, among the Company and Loop Capital Markets, LLC
|
|
Exhibit 10.6 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended February 3, 2007 ( the 2006 “Form 10-K”)
|
|
|
|
|
|
10.7
|
|
Tax Sharing Agreement
|
|
Exhibit 10.10 to the Company’s Registration Statement on Form 10, filed on November 27, 1991, as amended (the “Form 10”)
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
10.8+
|
|
Purchase, Sale and Servicing Transfer Agreement, effective as of June 1, 2005, among the Company, FDS Bank, Prime II Receivables Corporation (“Prime II”) and Citibank, N.A. (“Citibank”)
|
|
Exhibit 10.3 to the September 8, 2009 Form 10-Q
|
|
|
|
|
|
10.8.1
|
|
Letter Agreement, dated August 22, 2005, among the Company, FDS Bank, Prime II and Citibank
|
|
Exhibit 10.17.1 to the Company’s Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 28, 2006 (the “2005 Form 10-K”)
|
|
|
|
|
|
10.8.2+
|
|
Second Amendment to Purchase, Sale and Servicing Transfer Agreement, dated October 24, 2005, between the Company and Citibank
|
|
Exhibit 10.4 to the September 8, 2009 Form 10-Q
|
|
|
|
|
|
10.8.3
|
|
Third Amendment to Purchase, Sale and Servicing Transfer Agreement, dated May 1, 2006, between the Company and Citibank
|
|
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 3, 2006
|
|
|
|
|
|
10.8.4+
|
|
Fourth Amendment to Purchase, Sale and Servicing Transfer Agreement, dated May 22, 2006, between the Company and Citibank
|
|
Exhibit 10.5 to the September 8, 2009 Form 10-Q
|
|
|
|
|
|
10.9+
|
|
Credit Card Program Agreement, effective as of June 1, 2005, among the Company, FDS Bank, Macy’s Credit and Customer Services, Inc. (“MCCS”) (f/k/a FACS Group, Inc.) and Citibank
|
|
Exhibit 10.6 to the September 8, 2009 Form 10-Q
|
|
|
|
|
|
10.9.1+
|
|
First Amendment to Credit Card Program Agreement, dated October 24, 2005, between the Company and Citibank
|
|
Exhibit 10.7 to the September 8, 2009 Form 10-Q
|
|
|
|
|
|
10.9.2+
|
|
Second Amendment to Credit Card Program Agreement, dated May 22, 2006, between the Company, FDS Bank, MCCS, Macy’s West Stores, Inc. (f/k/a Macy’s Department Stores, Inc,) (“MWSI”), Bloomingdale’s, Inc. (“Bloomingdale’s”) and Department Stores National Bank (“DSNB”) and Citibank
|
|
Exhibit 10.8 to the September 8, 2009 Form 10-Q
|
|
|
|
|
|
10.9.3
|
|
Restated Letter Agreement, dated May 30, 2008 and effective as of December 18, 2006, among the Company, FDS Bank, MCCS, MWSI, Bloomingdale’s, Inc. (“Bloomingdale’s), and DSNB (as assignee of Citibank, N.A.)
|
|
Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2008 (the “May 3, 2008 Form 10-Q”)
|
|
|
|
|
|
10.9.4
|
|
Restated Letter Agreement, dated May 30, 2008 and effective as of March 22, 2007, among the Company, FDS Bank, MCCS, MWSI, Bloomingdale’s and DSNB
|
|
Exhibit 10.7 to the May 3, 2008 Form 10-Q
|
|
|
|
|
|
10.9.5
|
|
Restated Letter Agreement, dated May 30, 2008 and effective as of April 6, 2007, among the Company, FDS Bank, MCCS, MWSI, Bloomingdale’s and DSNB
|
|
Exhibit 10.8 to the May 3, 2008 Form 10-Q
|
|
|
|
|
|
10.9.6
|
|
Restated Letter Agreement, dated May 30, 2008 and effective as of June 1, 2007, among the Company, FDS Bank, MCCS, MWSI, Bloomingdale’s and DSNB
|
|
Exhibit 10.9 to the May 3, 2008 Form 10-Q
|
|
|
|
|
|
10.9.7
|
|
Restated Third Amendment to Credit Card Program Agreement, dated May 31, 2008 and effective as of February 3, 2008, among the Company, FDS Bank, MCCS, MWSI, Bloomingdale’s and DSNB
|
|
Exhibit 10.10 to the May 3, 2008 Form 10-Q
|
|
|
|
|
|
10.9.8+
|
|
Fourth Amendment to Credit Card Program Agreement, effective as of August 1, 2008, among the Company, FDS Bank, MCCS, MWSI, Bloomingdale’s and DSNB.
|
|
Exhibit 10.9 to the September 8, 2009 Form 10-Q
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
10.9.9+
|
|
Fifth Amendment to Credit Card Program Agreement, effective as of January 1, 2009, among the Company, FDS Bank, MCCS, MWSI, Bloomingdale’s and DSNB
|
|
Exhibit 10.10 to the September 8, 2009 Form 10-Q
|
|
|
|
|
|
10.9.10+
|
|
Sixth Amendment to Credit Card Program Agreement, effective as of June 1, 2009, among the Company, FDS Bank, MCCS, MWSI, Bloomingdale’s and DSNB
|
|
Exhibit 10.11 to the September 8, 2009 Form 10-Q
|
|
|
|
|
|
10.9.11+
|
|
Seventh Amendment to Credit Card Program Agreement, effective as of February 26, 2010, among the Company, FDS Bank, MCCS, MWSI, Bloomingdale’s and DSNB
|
|
Exhibit 10.9.11 to the Company’s Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 30, 2010
|
|
|
|
|
|
10.9.12+
|
|
Eighth Amendment to Credit Card Program Agreement, effective as of April 16, 2012, among the Company, FDS Bank, MCCS, MWSI, Bloomingdale’s and DSNB
|
|
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on December 3, 2012 (the “December 3, 2012 Form 10-Q”)
|
|
|
|
|
|
10.10
|
|
1995 Executive Equity Incentive Plan, as amended and restated as of June 1, 2007 (the “1995 Plan”) *
|
|
Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009 (the “2008 Form 10-K”)
|
|
|
|
|
|
10.11
|
|
1992 Incentive Bonus Plan, as amended and restated as of February 3, 2007 *
|
|
Appendix B to the Company’s Proxy Statement dated April 4, 2007
|
|
|
|
|
|
10.12
|
|
1994 Stock Incentive Plan, as amended and restated as of June 1, 2007 *
|
|
Exhibit 10.13 to the 2008 Form 10-K
|
|
|
|
|
|
10.13
|
|
Form of Indemnification Agreement *
|
|
Exhibit 10.14 to the Form 10
|
|
|
|
|
|
10.14
|
|
Executive Severance Plan, effective November 1, 2009 *
|
|
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on December 7, 2009 (the “December 7, 2009 Form 10-Q”)
|
|
|
|
|
|
10.15
|
|
Form of Non-Qualified Stock Option Agreement for the 1995 Plan (for Executives and Key Employees) *
|
|
Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 25, 2005
|
|
|
|
|
|
10.15.1
|
|
Form of Non-Qualified Stock Option Agreement for the 1995 Plan (for Executives and Key Employees), as amended *
|
|
Exhibit 10.33.1 to the 2005 Form 10-K
|
|
|
|
|
|
10.15.2
|
|
Form of Non-Qualified Stock Option Agreement for the 1994 Stock Incentive Plan *
|
|
Exhibit 10.7 to the Current Report on From 8-K (File No. 001-00079) filed on March 23, 2005 by May Delaware (the “March 23, 2005 Form 8-K”)
|
|
|
|
|
|
10.15.3
|
|
Form of Nonqualified Stock Option Agreement under the 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees) *
|
|
|
|
|
|
|
|
10.16
|
|
Nonqualified Stock Option Agreement, dated as of October 26, 2007, by and between the Company and Terry Lundgren *
|
|
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 1, 2007
|
|
|
|
|
|
10.17
|
|
Form of Restricted Stock Agreement for the 1994 Stock Incentive Plan *
|
|
Exhibit 10.4 to the March 23, 2005 Form 8-K
|
|
|
|
|
|
10.17.1
|
|
Form of Time-Based Restricted Stock Agreement under the 2009 Omnibus Incentive Compensation Plan *
|
|
Exhibit 10.3 to the March 25, 2010 Form 8-K
|
|
|
|
|
|
10.18
|
|
Form of Performance-Based Restricted Stock Unit Agreement under the 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.19
|
|
Form of Time-Based Restricted Stock Unit Agreement under the 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
10.20
|
|
Supplementary Executive Retirement Plan *
|
|
Exhibit 10.29 to the 2008 Form 10-K
|
|
|
|
|
|
10.20.1
|
|
First Amendment to the Supplementary Executive Retirement Plan effective January 1, 2012 *
|
|
Exhibit 10.21.1 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 28, 2012 (the “2011 Form 10-K”)
|
|
|
|
|
|
10.20.2
|
|
Second Amendment to Supplementary Executive Retirement Plan effective January 1, 2012 *
|
|
|
|
|
|
|
|
10.21
|
|
Executive Deferred Compensation Plan *
|
|
Exhibit 10.30 to the 2008 Form 10-K
|
|
|
|
|
|
10.22
|
|
Macy's, Inc. Profit Sharing 401(k) Investment Plan (the "Plan") (amending and restating the Macy's, Inc. Profit Sharing 401(k) Investment Plan and The May Department Stores Company Profit Sharing Plan), effective as of September 1, 2008 *
|
|
Exhibit 10.31 to the 2008 Form 10-K
|
|
|
|
|
|
10.22.1
|
|
First Amendment to the Plan regarding matching rate with respect to the Plan's 2009 plan year, effective as of January 1, 2009 *
|
|
Exhibit 10.28.1 to the Company's Annual Report on Form 10-K (File No. 1-13536) for the fiscal year ended January 29, 2011 (the “2010 Form 10-K”)
|
|
|
|
|
|
10.22.2
|
|
Second Amendment to the Plan regarding certain rollover requirements added by the Pension Protection Act of 2006, restated effective as of January 1, 2008 *
|
|
Exhibit 10.28.2 to the 2010 Form 10-K
|
|
|
|
|
|
10.22.3
|
|
Third Amendment to the Plan regarding matching rate with respect to the Plan's 2010 plan year, effective January 1, 2010 *
|
|
Exhibit 10.28.3 to the 2010 Form 10-K
|
|
|
|
|
|
10.22.4
|
|
Fourth Amendment to the Plan regarding deferral percentage and average actual contribution limits, effective January 1, 2010 *
|
|
Exhibit 10.28.4 to the 2010 Form 10-K
|
|
|
|
|
|
10.22.5
|
|
Fifth Amendment to the Plan regarding the Heroes Earnings Assistance and Relief Tax Act of 2008, effective as of January 1, 2008 *
|
|
Exhibit 10.28.5 to the 2010 Form 10-K
|
|
|
|
|
|
10.22.6
|
|
Sixth Amendment to the Plan regarding matching rate with respect to the Plan's plan year on or after January 1, 2011, effective as of January 1, 2011 *
|
|
Exhibit 10.28.6 to the 2010 Form 10-K
|
|
|
|
|
|
10.22.7
|
|
Seventh Amendment to the Plan regarding name change of the Plan effective as of April 1, 2011 *
|
|
Exhibit 10.28.7 to the 2010 Form 10-K
|
|
|
|
|
|
10.22.8
|
|
Eighth Amendment to the Plan regarding matching contribution formula effective January 1, 2012 *
|
|
Exhibit 10.23.8 to the 2011 Form 10-K
|
|
|
|
|
|
10.22.9
|
|
Ninth Amendment to the Plan regarding the provisions of the Workers, Retiree and Employer Recovery Act of 2007 that waived required minimum distributions for 2009, effective January 1, 2009 *
|
|
Exhibit 10.23.9 to the 2011 Form 10-K
|
|
|
|
|
|
10.22.10
|
|
Tenth Amendment to the Plan regarding diversification requirements effective January 1, 2007 *
|
|
Exhibit 10.23.10 to the 2011 Form 10-K
|
|
|
|
|
|
10.22.11
|
|
Eleventh Amendment to the Plan regarding Puerto Rico participants effective January 1, 2011 *
|
|
Exhibit 10.23.11 to the 2011 Form 10-K
|
|
|
|
|
|
10.22.12
|
|
Twelfth Amendment to the Plan regarding qualified nonelective contributions effective January 1, 2012 *
|
|
Exhibit 10.23.12 to the 2011 Form 10-K
|
|
|
|
|
|
10.23
|
|
Director Deferred Compensation Plan *
|
|
Exhibit 10.33 to the 2008 Form 10-K
|
|
|
|
|
|
10.24
|
|
Stock Credit Plan for 2008 - 2009 of Macy's, Inc. (as amended as of August 22, 2008) *
|
|
Exhibit 10.1 to the August 2, 2008 Form 10-Q
|
|
|
|
|
|
10.25
|
|
Macy's, Inc. 2009 Omnibus Incentive Compensation Plan *
|
|
Appendix B to the Company's Proxy Statement dated April 1, 2009
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
10.26
|
|
Change in Control Plan, effective November 1, 2009, as amended December 9, 2011 *
|
|
Exhibit 10.27 to the 2011 Form 10-K
|
|
|
|
|
|
10.27
|
|
Time Sharing Agreement between Macy's, Inc. and Terry J. Lundgren, dated March 25, 2011 *
|
|
Exhibit 10.33 to the 2010 Form 10-K
|
|
|
|
|
|
10.28
|
|
Senior Executive Incentive Compensation Plan *
|
|
Appendix B to the Company's Proxy Statement dated March 28, 2012
|
|
|
|
|
|
21
|
|
Subsidiaries
|
|
|
|
|
|
|
|
23
|
|
Consent of KPMG LLP
|
|
|
|
|
|
|
|
24
|
|
Powers of Attorney
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
|
|
|
|
|
|
|
|
32.1
|
|
Certification by Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act
|
|
|
|
|
|
|
|
32.2
|
|
Certification by Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act
|
|
|
|
|
|
|
|
101**
|
|
The following financial statements from Macy’s, Inc.’s Annual Report on Form 10-K for the year ended February 2, 2013, filed on April 3, 2013, 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, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.
|
|
|
+
|
Portions of the exhibit have been omitted pursuant to a request for confidential treatment. The confidential portions have been provided to the SEC.
|
*
|
Constitutes a compensatory plan or arrangement.
|
**
|
As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
|
|
MACY’S, INC.
|
|
|
|
|
|
By:
|
/s/ D
ENNIS
J. B
RODERICK
|
|
|
Dennis J. Broderick
Executive Vice President, General Counsel and
Secretary
|
*
|
The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K pursuant to the Powers of Attorney executed by the above-named officers and directors and filed herewith.
|
|
By:
|
/s/ D
ENNIS
J. B
RODERICK
|
|
|
Dennis J. Broderick
Attorney-in-Fact
|
|
Page
|
|
|
|
|
|
|
||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
$
|
27,686
|
|
|
$
|
26,405
|
|
|
$
|
25,003
|
|
Cost of sales
|
(16,538
|
)
|
|
(15,738
|
)
|
|
(14,824
|
)
|
|||
Gross margin
|
11,148
|
|
|
10,667
|
|
|
10,179
|
|
|||
Selling, general and administrative expenses
|
(8,482
|
)
|
|
(8,281
|
)
|
|
(8,260
|
)
|
|||
Impairments, store closing costs and gain on sale of leases
|
(5
|
)
|
|
25
|
|
|
(25
|
)
|
|||
Operating income
|
2,661
|
|
|
2,411
|
|
|
1,894
|
|
|||
Interest expense
|
(425
|
)
|
|
(447
|
)
|
|
(513
|
)
|
|||
Premium on early retirement of debt
|
(137
|
)
|
|
—
|
|
|
(66
|
)
|
|||
Interest income
|
3
|
|
|
4
|
|
|
5
|
|
|||
Income before income taxes
|
2,102
|
|
|
1,968
|
|
|
1,320
|
|
|||
Federal, state and local income tax expense
|
(767
|
)
|
|
(712
|
)
|
|
(473
|
)
|
|||
Net income
|
$
|
1,335
|
|
|
$
|
1,256
|
|
|
$
|
847
|
|
Basic earnings per share
|
$
|
3.29
|
|
|
$
|
2.96
|
|
|
$
|
2.00
|
|
Diluted earnings per share
|
$
|
3.24
|
|
|
$
|
2.92
|
|
|
$
|
1.98
|
|
|
|
|
|
|
|
||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
$
|
1,335
|
|
|
$
|
1,256
|
|
|
$
|
847
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
||||||
Actuarial gain (loss) on post employment and postretirement benefit
plans, net of tax effect of $24 million, $241 million and $4 million |
37
|
|
|
(376
|
)
|
|
(17
|
)
|
|||
Unrealized gain (loss) on marketable securities, net of tax
effect of $1 million and $3 million |
—
|
|
|
(2
|
)
|
|
5
|
|
|||
Reclassifications to net income:
|
|
|
|
|
|
||||||
Net actuarial loss on postretirement benefit plans, net of tax
effect of $60 million, $35 million and $23 million |
94
|
|
|
56
|
|
|
36
|
|
|||
Prior service credit on postretirement benefit plans, net of tax
effect of $1 million, $1 million and $1 million |
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Realized gain on marketable securities, net of
tax effect of $4 million |
—
|
|
|
(8
|
)
|
|
—
|
|
|||
Total other comprehensive income (loss)
|
130
|
|
|
(331
|
)
|
|
23
|
|
|||
Comprehensive income
|
$
|
1,465
|
|
|
$
|
925
|
|
|
$
|
870
|
|
|
|
|
|
||||
|
February 2, 2013
|
|
January 28, 2012
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,836
|
|
|
$
|
2,827
|
|
Receivables
|
371
|
|
|
368
|
|
||
Merchandise inventories
|
5,308
|
|
|
5,117
|
|
||
Prepaid expenses and other current assets
|
361
|
|
|
465
|
|
||
Total Current Assets
|
7,876
|
|
|
8,777
|
|
||
Property and Equipment – net
|
8,196
|
|
|
8,420
|
|
||
Goodwill
|
3,743
|
|
|
3,743
|
|
||
Other Intangible Assets – net
|
561
|
|
|
598
|
|
||
Other Assets
|
615
|
|
|
557
|
|
||
Total Assets
|
$
|
20,991
|
|
|
$
|
22,095
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
124
|
|
|
$
|
1,103
|
|
Merchandise accounts payable
|
1,579
|
|
|
1,593
|
|
||
Accounts payable and accrued liabilities
|
2,610
|
|
|
2,788
|
|
||
Income taxes
|
355
|
|
|
371
|
|
||
Deferred income taxes
|
407
|
|
|
408
|
|
||
Total Current Liabilities
|
5,075
|
|
|
6,263
|
|
||
Long-Term Debt
|
6,806
|
|
|
6,655
|
|
||
Deferred Income Taxes
|
1,238
|
|
|
1,141
|
|
||
Other Liabilities
|
1,821
|
|
|
2,103
|
|
||
Shareholders’ Equity:
|
|
|
|
||||
Common stock (387.7 and 414.2 shares outstanding)
|
4
|
|
|
5
|
|
||
Additional paid-in capital
|
3,872
|
|
|
5,408
|
|
||
Accumulated equity
|
5,108
|
|
|
4,015
|
|
||
Treasury stock
|
(2,002
|
)
|
|
(2,434
|
)
|
||
Accumulated other comprehensive loss
|
(931
|
)
|
|
(1,061
|
)
|
||
Total Shareholders’ Equity
|
6,051
|
|
|
5,933
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
20,991
|
|
|
$
|
22,095
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Equity
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders’
Equity
|
||||||||||||
Balance at January 30, 2010
|
$
|
5
|
|
|
$
|
5,689
|
|
|
$
|
2,227
|
|
|
$
|
(2,515
|
)
|
|
$
|
(753
|
)
|
|
$
|
4,653
|
|
Net income
|
|
|
|
|
847
|
|
|
|
|
|
|
847
|
|
||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
23
|
|
|
23
|
|
||||||||||
Common stock dividends ($.20 per share)
|
|
|
|
|
(84
|
)
|
|
|
|
|
|
(84
|
)
|
||||||||||
Stock repurchases
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
||||||||||
Stock-based compensation expense
|
|
|
47
|
|
|
|
|
|
|
|
|
47
|
|
||||||||||
Stock issued under stock plans
|
|
|
(40
|
)
|
|
|
|
82
|
|
|
|
|
42
|
|
|||||||||
Deferred compensation plan distributions
|
|
|
|
|
|
|
3
|
|
|
|
|
3
|
|
||||||||||
Balance at January 29, 2011
|
5
|
|
|
5,696
|
|
|
2,990
|
|
|
(2,431
|
)
|
|
(730
|
)
|
|
5,530
|
|
||||||
Net income
|
|
|
|
|
1,256
|
|
|
|
|
|
|
1,256
|
|
||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(331
|
)
|
|
(331
|
)
|
||||||||||
Common stock dividends ($.55 per share)
|
|
|
|
|
(231
|
)
|
|
|
|
|
|
(231
|
)
|
||||||||||
Stock repurchases
|
|
|
|
|
|
|
(502
|
)
|
|
|
|
(502
|
)
|
||||||||||
Stock-based compensation expense
|
|
|
48
|
|
|
|
|
|
|
|
|
48
|
|
||||||||||
Stock issued under stock plans
|
|
|
(81
|
)
|
|
|
|
242
|
|
|
|
|
161
|
|
|||||||||
Retirement of common stock
|
|
|
(255
|
)
|
|
|
|
255
|
|
|
|
|
—
|
|
|||||||||
Deferred compensation plan distributions
|
|
|
|
|
|
|
2
|
|
|
|
|
2
|
|
||||||||||
Balance at January 28, 2012
|
5
|
|
|
5,408
|
|
|
4,015
|
|
|
(2,434
|
)
|
|
(1,061
|
)
|
|
5,933
|
|
||||||
Net income
|
|
|
|
|
1,335
|
|
|
|
|
|
|
1,335
|
|
||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
130
|
|
|
130
|
|
||||||||||
Common stock dividends ($.60 per share)
|
|
|
|
|
(242
|
)
|
|
|
|
|
|
(242
|
)
|
||||||||||
Stock repurchases
|
|
|
|
|
|
|
(1,397
|
)
|
|
|
|
(1,397
|
)
|
||||||||||
Stock-based compensation expense
|
|
|
55
|
|
|
|
|
|
|
|
|
55
|
|
||||||||||
Stock issued under stock plans
|
|
|
(111
|
)
|
|
|
|
345
|
|
|
|
|
234
|
|
|||||||||
Retirement of common stock
|
(1
|
)
|
|
(1,480
|
)
|
|
|
|
1,481
|
|
|
|
|
—
|
|
||||||||
Deferred compensation plan distributions
|
|
|
|
|
|
|
3
|
|
|
|
|
3
|
|
||||||||||
Balance at February 2, 2013
|
$
|
4
|
|
|
$
|
3,872
|
|
|
$
|
5,108
|
|
|
$
|
(2,002
|
)
|
|
$
|
(931
|
)
|
|
$
|
6,051
|
|
|
|
|
|
|
|
||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,335
|
|
|
$
|
1,256
|
|
|
$
|
847
|
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
||||||
Impairments, store closing costs and gain
on sale of leases |
5
|
|
|
(25
|
)
|
|
25
|
|
|||
Depreciation and amortization
|
1,049
|
|
|
1,085
|
|
|
1,150
|
|
|||
Stock-based compensation expense
|
61
|
|
|
70
|
|
|
66
|
|
|||
Amortization of financing costs and premium on acquired debt
|
(16
|
)
|
|
(15
|
)
|
|
(25
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
7
|
|
|
(37
|
)
|
|
(51
|
)
|
|||
Increase in merchandise inventories
|
(191
|
)
|
|
(359
|
)
|
|
(143
|
)
|
|||
(Increase) decrease in prepaid expenses and other current assets
|
75
|
|
|
(99
|
)
|
|
(10
|
)
|
|||
Decrease in other assets not separately identified
|
23
|
|
|
8
|
|
|
2
|
|
|||
Increase in merchandise accounts payable
|
23
|
|
|
143
|
|
|
91
|
|
|||
Increase (decrease) in accounts payable and accrued
liabilities not separately identified |
(33
|
)
|
|
109
|
|
|
(45
|
)
|
|||
Increase (decrease) in current income taxes
|
(16
|
)
|
|
188
|
|
|
115
|
|
|||
Increase in deferred income taxes
|
14
|
|
|
153
|
|
|
241
|
|
|||
Decrease in other liabilities not separately identified
|
(75
|
)
|
|
(384
|
)
|
|
(757
|
)
|
|||
Net cash provided by operating activities
|
2,261
|
|
|
2,093
|
|
|
1,506
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(698
|
)
|
|
(555
|
)
|
|
(339
|
)
|
|||
Capitalized software
|
(244
|
)
|
|
(209
|
)
|
|
(166
|
)
|
|||
Disposition of property and equipment
|
66
|
|
|
114
|
|
|
74
|
|
|||
Proceeds from insurance claims
|
—
|
|
|
6
|
|
|
6
|
|
|||
Other, net
|
13
|
|
|
27
|
|
|
(40
|
)
|
|||
Net cash used by investing activities
|
(863
|
)
|
|
(617
|
)
|
|
(465
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Debt issued
|
1,000
|
|
|
800
|
|
|
—
|
|
|||
Financing costs
|
(11
|
)
|
|
(20
|
)
|
|
—
|
|
|||
Debt repaid
|
(1,803
|
)
|
|
(454
|
)
|
|
(1,245
|
)
|
|||
Dividends paid
|
(324
|
)
|
|
(148
|
)
|
|
(84
|
)
|
|||
Increase (decrease) in outstanding checks
|
(88
|
)
|
|
49
|
|
|
24
|
|
|||
Acquisition of treasury stock
|
(1,397
|
)
|
|
(502
|
)
|
|
(1
|
)
|
|||
Issuance of common stock
|
234
|
|
|
162
|
|
|
43
|
|
|||
Net cash used by financing activities
|
(2,389
|
)
|
|
(113
|
)
|
|
(1,263
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(991
|
)
|
|
1,363
|
|
|
(222
|
)
|
|||
Cash and cash equivalents beginning of period
|
2,827
|
|
|
1,464
|
|
|
1,686
|
|
|||
Cash and cash equivalents end of period
|
$
|
1,836
|
|
|
$
|
2,827
|
|
|
$
|
1,464
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
585
|
|
|
$
|
474
|
|
|
$
|
627
|
|
Interest received
|
2
|
|
|
4
|
|
|
5
|
|
|||
Income taxes paid (net of refunds received)
|
738
|
|
|
401
|
|
|
108
|
|
|
1.
|
Organization and Summary of Significant Accounting Policies
|
|
2012
|
|
2011
|
|
2010
|
|||
Feminine Accessories, Intimate Apparel, Shoes and Cosmetics
|
38
|
%
|
|
37
|
%
|
|
36
|
%
|
Feminine Apparel
|
23
|
|
|
25
|
|
|
26
|
|
Men’s and Children’s
|
23
|
|
|
23
|
|
|
23
|
|
Home/Miscellaneous
|
16
|
|
|
15
|
|
|
15
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(millions)
|
||||||||||
Gross advertising and promotional costs
|
$
|
1,603
|
|
|
$
|
1,507
|
|
|
$
|
1,417
|
|
Cooperative advertising allowances
|
422
|
|
|
371
|
|
|
345
|
|
|||
Advertising and promotional costs, net of
cooperative advertising allowances |
$
|
1,181
|
|
|
$
|
1,136
|
|
|
$
|
1,072
|
|
2.
|
Impairments, Store Closing Costs and Gain on Sale of Leases
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(millions)
|
||||||||||
Impairments of properties held and used
|
$
|
4
|
|
|
$
|
22
|
|
|
$
|
18
|
|
Gain on sale of leases
|
—
|
|
|
(54
|
)
|
|
—
|
|
|||
Severance
|
3
|
|
|
4
|
|
|
1
|
|
|||
Other
|
(2
|
)
|
|
3
|
|
|
6
|
|
|||
|
$
|
5
|
|
|
$
|
(25
|
)
|
|
$
|
25
|
|
3.
|
Receivables
|
4.
|
Properties and Leases
|
|
February 2,
2013 |
|
January 28,
2012 |
||||
|
(millions)
|
||||||
Land
|
$
|
1,736
|
|
|
$
|
1,689
|
|
Buildings on owned land
|
5,398
|
|
|
5,234
|
|
||
Buildings on leased land and leasehold improvements
|
2,057
|
|
|
2,165
|
|
||
Fixtures and equipment
|
4,909
|
|
|
5,275
|
|
||
Leased properties under capitalized leases
|
43
|
|
|
43
|
|
||
|
14,143
|
|
|
14,406
|
|
||
Less accumulated depreciation and amortization
|
5,947
|
|
|
5,986
|
|
||
|
$
|
8,196
|
|
|
$
|
8,420
|
|
|
Capitalized
Leases
|
|
Operating
Leases
|
|
Total
|
||||||
|
(millions)
|
||||||||||
Fiscal year
|
|
|
|
|
|
||||||
2013
|
$
|
5
|
|
|
$
|
257
|
|
|
$
|
262
|
|
2014
|
4
|
|
|
249
|
|
|
253
|
|
|||
2015
|
3
|
|
|
211
|
|
|
214
|
|
|||
2016
|
3
|
|
|
183
|
|
|
186
|
|
|||
2017
|
3
|
|
|
165
|
|
|
168
|
|
|||
After 2017
|
49
|
|
|
1,649
|
|
|
1,698
|
|
|||
Total minimum lease payments
|
67
|
|
|
$
|
2,714
|
|
|
$
|
2,781
|
|
|
Less amount representing interest
|
32
|
|
|
|
|
|
|||||
Present value of net minimum capitalized lease payments
|
$
|
35
|
|
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(millions)
|
||||||||||
Real estate (excluding executory costs)
|
|
|
|
|
|
||||||
Capitalized leases –
|
|
|
|
|
|
||||||
Contingent rentals
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases –
|
|
|
|
|
|
||||||
Minimum rentals
|
248
|
|
|
242
|
|
|
234
|
|
|||
Contingent rentals
|
21
|
|
|
19
|
|
|
16
|
|
|||
|
269
|
|
|
261
|
|
|
250
|
|
|||
Less income from subleases –
|
|
|
|
|
|
||||||
Operating leases
|
(11
|
)
|
|
(18
|
)
|
|
(15
|
)
|
|||
|
$
|
258
|
|
|
$
|
243
|
|
|
$
|
235
|
|
Personal property – Operating leases
|
$
|
11
|
|
|
$
|
10
|
|
|
$
|
10
|
|
5.
|
Goodwill and Other Intangible Assets
|
|
February 2,
2013 |
|
January 28,
2012 |
||||
|
(millions)
|
||||||
Non-amortizing intangible assets
|
|
|
|
||||
Goodwill
|
$
|
9,125
|
|
|
$
|
9,125
|
|
Accumulated impairment losses
|
(5,382
|
)
|
|
(5,382
|
)
|
||
|
3,743
|
|
|
3,743
|
|
||
Tradenames
|
414
|
|
|
414
|
|
||
|
$
|
4,157
|
|
|
$
|
4,157
|
|
Amortizing intangible assets
|
|
|
|
||||
Favorable leases
|
$
|
230
|
|
|
$
|
234
|
|
Customer relationships
|
188
|
|
|
188
|
|
||
|
418
|
|
|
422
|
|
||
Accumulated amortization
|
|
|
|
||||
Favorable leases
|
(131
|
)
|
|
(117
|
)
|
||
Customer relationships
|
(140
|
)
|
|
(121
|
)
|
||
|
(271
|
)
|
|
(238
|
)
|
||
|
$
|
147
|
|
|
$
|
184
|
|
|
(millions)
|
||
Fiscal year
|
|
||
2013
|
$
|
34
|
|
2014
|
31
|
|
|
2015
|
21
|
|
|
2016
|
8
|
|
|
2017
|
7
|
|
6.
|
Financing
|
|
February 2,
2013 |
|
January 28,
2012 |
||||
|
(millions)
|
||||||
Short-term debt:
|
|
|
|
||||
7.625% Senior debentures due 2013
|
$
|
109
|
|
|
$
|
—
|
|
5.35% Senior notes due 2012
|
—
|
|
|
616
|
|
||
5.875% Senior notes due 2013
|
—
|
|
|
298
|
|
||
8.0% Senior debentures due 2012
|
—
|
|
|
173
|
|
||
Capital lease and current portion of other long-term obligations
|
15
|
|
|
16
|
|
||
|
$
|
124
|
|
|
$
|
1,103
|
|
Long-term debt:
|
|
|
|
||||
2.875% Senior notes due 2023
|
$
|
750
|
|
|
$
|
—
|
|
5.9% Senior notes due 2016
|
577
|
|
|
977
|
|
||
3.875% Senior notes due 2022
|
550
|
|
|
550
|
|
||
6.375% Senior notes due 2037
|
500
|
|
|
500
|
|
||
5.75% Senior notes due 2014
|
453
|
|
|
453
|
|
||
7.875% Senior notes due 2015 *
|
407
|
|
|
612
|
|
||
6.9% Senior debentures due 2029
|
400
|
|
|
400
|
|
||
6.7% Senior debentures due 2034
|
400
|
|
|
400
|
|
||
7.45% Senior debentures due 2017
|
300
|
|
|
300
|
|
||
6.65% Senior debentures due 2024
|
300
|
|
|
300
|
|
||
7.0% Senior debentures due 2028
|
300
|
|
|
300
|
|
||
6.9% Senior debentures due 2032
|
250
|
|
|
250
|
|
||
5.125% Senior debentures due 2042
|
250
|
|
|
250
|
|
||
4.3% Senior notes due 2043
|
250
|
|
|
—
|
|
||
6.7% Senior debentures due 2028
|
200
|
|
|
200
|
|
||
6.79% Senior debentures due 2027
|
165
|
|
|
165
|
|
||
7.875% Senior debentures due 2036
|
108
|
|
|
108
|
|
||
8.125% Senior debentures due 2035
|
76
|
|
|
76
|
|
||
7.5% Senior debentures due 2015
|
69
|
|
|
100
|
|
||
8.75% Senior debentures due 2029
|
61
|
|
|
61
|
|
||
7.45% Senior debentures due 2016
|
59
|
|
|
123
|
|
||
8.5% Senior debentures due 2019
|
36
|
|
|
36
|
|
||
10.25% Senior debentures due 2021
|
33
|
|
|
33
|
|
||
9.5% amortizing debentures due 2021
|
29
|
|
|
33
|
|
||
7.6% Senior debentures due 2025
|
24
|
|
|
24
|
|
||
9.75% amortizing debentures due 2021
|
16
|
|
|
18
|
|
||
7.875% Senior debentures due 2030
|
18
|
|
|
18
|
|
||
7.625% Senior debentures due 2013
|
—
|
|
|
109
|
|
||
Premium on acquired debt, using an effective
interest yield of 5.115% to 6.165%
|
191
|
|
|
216
|
|
||
Capital lease and other long-term obligations
|
34
|
|
|
43
|
|
||
|
$
|
6,806
|
|
|
$
|
6,655
|
|
*
|
The rate of interest payable in respect of these senior notes was increased by
one percent
per annum to
8.875%
in April 2009 as a result of a downgrade of the notes by specified rating agencies, was decreased by
0.50 percent
per annum to
8.375%
effective in May 2010 as a result of an upgrade of the notes by specified rating agencies, was decreased by
0.25 percent
per annum to
8.125%
effective in May 2011 as a result of an upgrade of the notes by specified rating agencies, and was decreased by
0.25 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 one or more downgrades of the notes by specified rating agencies.
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(millions)
|
||||||||||
Interest on debt
|
$
|
449
|
|
|
$
|
467
|
|
|
$
|
535
|
|
Amortization of debt premium
|
(19
|
)
|
|
(23
|
)
|
|
(31
|
)
|
|||
Amortization of financing costs
|
7
|
|
|
8
|
|
|
11
|
|
|||
Interest on capitalized leases
|
3
|
|
|
3
|
|
|
3
|
|
|||
|
440
|
|
|
455
|
|
|
518
|
|
|||
Less interest capitalized on construction
|
15
|
|
|
8
|
|
|
5
|
|
|||
Interest expense
|
$
|
425
|
|
|
$
|
447
|
|
|
$
|
513
|
|
Premium on early retirement of debt
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
(millions)
|
||
Fiscal year
|
|
||
2014
|
$
|
461
|
|
2015
|
481
|
|
|
2016
|
642
|
|
|
2017
|
306
|
|
|
2018
|
6
|
|
|
After 2018
|
4,687
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(millions)
|
||||||||||
5.35% Senior notes due 2012
|
$
|
616
|
|
|
$
|
—
|
|
|
$
|
484
|
|
5.90% Senior notes due 2016
|
400
|
|
|
—
|
|
|
123
|
|
|||
5.875% Senior notes due 2013
|
298
|
|
|
—
|
|
|
52
|
|
|||
7.875% Senior notes due 2015
|
205
|
|
|
—
|
|
|
38
|
|
|||
8.0% Senior debentures due 2012
|
173
|
|
|
—
|
|
|
27
|
|
|||
7.45% Senior debentures due 2016
|
64
|
|
|
—
|
|
|
2
|
|
|||
7.5% Senior debentures due 2015
|
31
|
|
|
—
|
|
|
—
|
|
|||
6.625% Senior notes due 2011
|
—
|
|
|
330
|
|
|
170
|
|
|||
7.45% Senior debentures due 2011
|
—
|
|
|
109
|
|
|
41
|
|
|||
10.625% Senior debentures due 2010
|
—
|
|
|
—
|
|
|
150
|
|
|||
8.5% Senior notes due 2010
|
—
|
|
|
—
|
|
|
76
|
|
|||
5.75% Senior notes due 2014
|
—
|
|
|
—
|
|
|
47
|
|
|||
7.625% Senior debentures due 2013
|
—
|
|
|
—
|
|
|
16
|
|
|||
9.5% amortizing debentures due 2021
|
4
|
|
|
4
|
|
|
4
|
|
|||
9.75% amortizing debentures due 2021
|
2
|
|
|
2
|
|
|
2
|
|
|||
Capital leases and other obligations
|
10
|
|
|
9
|
|
|
13
|
|
|||
|
$
|
1,803
|
|
|
$
|
454
|
|
|
$
|
1,245
|
|
7.
|
Accounts Payable and Accrued Liabilities
|
|
February 2,
2013 |
|
January 28,
2012 |
||||
|
(millions)
|
||||||
Accounts payable
|
$
|
625
|
|
|
$
|
669
|
|
Gift cards and customer award certificates
|
801
|
|
|
725
|
|
||
Accrued wages and vacation
|
226
|
|
|
317
|
|
||
Taxes other than income taxes
|
195
|
|
|
190
|
|
||
Lease related liabilities
|
145
|
|
|
164
|
|
||
Current portion of workers’ compensation and general liability reserves
|
138
|
|
|
136
|
|
||
Current portion of post employment and postretirement benefits
|
100
|
|
|
94
|
|
||
Allowance for future sales returns
|
81
|
|
|
76
|
|
||
Accrued interest
|
78
|
|
|
86
|
|
||
Dividends payable
|
—
|
|
|
83
|
|
||
Severance and relocation
|
3
|
|
|
4
|
|
||
Other
|
218
|
|
|
244
|
|
||
|
$
|
2,610
|
|
|
$
|
2,788
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(millions)
|
||||||||||
Balance, beginning of year
|
$
|
493
|
|
|
$
|
488
|
|
|
$
|
478
|
|
Charged to costs and expenses
|
157
|
|
|
144
|
|
|
148
|
|
|||
Payments, net of recoveries
|
(153
|
)
|
|
(139
|
)
|
|
(138
|
)
|
|||
Balance, end of year
|
$
|
497
|
|
|
$
|
493
|
|
|
$
|
488
|
|
8.
|
Taxes
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||||||||||||
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||||||||||
Federal
|
$
|
697
|
|
|
$
|
2
|
|
|
$
|
699
|
|
|
$
|
519
|
|
|
$
|
144
|
|
|
$
|
663
|
|
|
$
|
217
|
|
|
$
|
234
|
|
|
$
|
451
|
|
State and local
|
70
|
|
|
(2
|
)
|
|
68
|
|
|
43
|
|
|
6
|
|
|
49
|
|
|
12
|
|
|
10
|
|
|
22
|
|
|||||||||
|
$
|
767
|
|
|
$
|
—
|
|
|
$
|
767
|
|
|
$
|
562
|
|
|
$
|
150
|
|
|
$
|
712
|
|
|
$
|
229
|
|
|
$
|
244
|
|
|
$
|
473
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(millions)
|
||||||||||
Expected tax
|
$
|
736
|
|
|
$
|
689
|
|
|
$
|
462
|
|
State and local income taxes, net of federal income tax benefit
|
45
|
|
|
31
|
|
|
14
|
|
|||
Settlement of federal tax examinations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(14
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|||
|
$
|
767
|
|
|
$
|
712
|
|
|
$
|
473
|
|
|
February 2,
2013 |
|
January 28,
2012 |
||||
|
(millions)
|
||||||
Deferred tax assets
|
|
|
|
||||
Post employment and postretirement benefits
|
$
|
476
|
|
|
$
|
559
|
|
Accrued liabilities accounted for on a cash basis for tax purposes
|
237
|
|
|
227
|
|
||
Long-term debt
|
96
|
|
|
109
|
|
||
Unrecognized state tax benefits and accrued interest
|
71
|
|
|
77
|
|
||
State operating loss and credit carryforwards
|
60
|
|
|
63
|
|
||
Other
|
177
|
|
|
151
|
|
||
Valuation allowance
|
(39
|
)
|
|
(41
|
)
|
||
Total deferred tax assets
|
1,078
|
|
|
1,145
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Excess of book basis over tax basis of property and equipment
|
(1,665
|
)
|
|
(1,733
|
)
|
||
Merchandise inventories
|
(577
|
)
|
|
(531
|
)
|
||
Intangible assets
|
(230
|
)
|
|
(195
|
)
|
||
Other
|
(251
|
)
|
|
(235
|
)
|
||
Total deferred tax liabilities
|
(2,723
|
)
|
|
(2,694
|
)
|
||
Net deferred tax liability
|
$
|
(1,645
|
)
|
|
$
|
(1,549
|
)
|
|
February 2,
2013 |
|
January 28,
2012 |
|
January 29,
2011 |
||||||
|
(millions)
|
||||||||||
Balance, beginning of year
|
$
|
179
|
|
|
$
|
205
|
|
|
$
|
207
|
|
Additions based on tax positions related to the current year
|
18
|
|
|
23
|
|
|
19
|
|
|||
Additions for tax positions of prior years
|
18
|
|
|
—
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
(19
|
)
|
|
(21
|
)
|
|
(8
|
)
|
|||
Settlements
|
(9
|
)
|
|
(15
|
)
|
|
(4
|
)
|
|||
Statute expirations
|
(17
|
)
|
|
(13
|
)
|
|
(9
|
)
|
|||
Balance, end of year
|
$
|
170
|
|
|
$
|
179
|
|
|
$
|
205
|
|
Amounts recognized in the Consolidated Balance Sheets at
February 2, 2013, January 28, 2012 and January 29, 2011
|
|
|
|
|
|
||||||
Current income taxes
|
$
|
20
|
|
|
$
|
18
|
|
|
$
|
11
|
|
Long-term deferred income taxes
|
23
|
|
|
27
|
|
|
24
|
|
|||
Other liabilities
|
127
|
|
|
134
|
|
|
170
|
|
|||
|
$
|
170
|
|
|
$
|
179
|
|
|
$
|
205
|
|
9.
|
Retirement Plans
|
|
2012
|
|
2011
|
||||
|
(millions)
|
||||||
Change in projected benefit obligation
|
|
|
|
||||
Projected benefit obligation, beginning of year
|
$
|
3,458
|
|
|
$
|
3,024
|
|
Service cost
|
117
|
|
|
102
|
|
||
Interest cost
|
157
|
|
|
160
|
|
||
Actuarial loss
|
283
|
|
|
375
|
|
||
Benefits paid
|
(206
|
)
|
|
(203
|
)
|
||
Actuarial gain due to curtailment
|
(254
|
)
|
|
—
|
|
||
Projected benefit obligation, end of year
|
3,555
|
|
|
3,458
|
|
||
Changes in plan assets
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
3,069
|
|
|
2,804
|
|
||
Actual return on plan assets
|
374
|
|
|
93
|
|
||
Company contributions
|
150
|
|
|
375
|
|
||
Benefits paid
|
(206
|
)
|
|
(203
|
)
|
||
Fair value of plan assets, end of year
|
3,387
|
|
|
3,069
|
|
||
Funded status at end of year
|
$
|
(168
|
)
|
|
$
|
(389
|
)
|
Amounts recognized in the Consolidated Balance Sheets at
February 2, 2013 and January 28, 2012 |
|
|
|
||||
Other liabilities
|
$
|
(168
|
)
|
|
$
|
(389
|
)
|
Amounts recognized in accumulated other comprehensive loss at
February 2, 2013 and January 28, 2012 |
|
|
|
||||
Net actuarial loss
|
$
|
1,326
|
|
|
$
|
1,558
|
|
Prior service credit
|
—
|
|
|
(1
|
)
|
||
|
$
|
1,326
|
|
|
$
|
1,557
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(millions)
|
||||||||||
Net Periodic Pension Cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
117
|
|
|
$
|
102
|
|
|
$
|
99
|
|
Interest cost
|
157
|
|
|
160
|
|
|
158
|
|
|||
Expected return on assets
|
(253
|
)
|
|
(248
|
)
|
|
(218
|
)
|
|||
Amortization of net actuarial loss
|
141
|
|
|
88
|
|
|
61
|
|
|||
Amortization of prior service credit
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
|
161
|
|
|
101
|
|
|
99
|
|
|||
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss |
|
|
|
|
|
||||||
Net actuarial (gain) loss
|
(91
|
)
|
|
530
|
|
|
(9
|
)
|
|||
Amortization of net actuarial loss
|
(141
|
)
|
|
(88
|
)
|
|
(61
|
)
|
|||
Amortization of prior service credit
|
1
|
|
|
1
|
|
|
1
|
|
|||
|
(231
|
)
|
|
443
|
|
|
(69
|
)
|
|||
Total recognized in net periodic pension cost and
other comprehensive loss |
$
|
(70
|
)
|
|
$
|
544
|
|
|
$
|
30
|
|
|
2012
|
|
2011
|
||
Discount rate
|
4.15
|
%
|
|
4.65
|
%
|
Rate of compensation increases
|
4.50
|
%
|
|
4.50
|
%
|
|
2012
|
|
2011
|
|
2010
|
|||
Discount rate
|
4.65
|
%
|
|
5.40
|
%
|
|
5.65
|
%
|
Expected long-term return on plan assets
|
8.00
|
%
|
|
8.00
|
%
|
|
8.75
|
%
|
Rate of compensation increases
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
Fair Value Measurements
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(millions)
|
||||||||||||||
Cash and cash equivalents
|
$
|
204
|
|
|
$
|
—
|
|
|
$
|
204
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S.
|
832
|
|
|
290
|
|
|
542
|
|
|
—
|
|
||||
International
|
818
|
|
|
—
|
|
|
818
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U. S. Treasury bonds
|
136
|
|
|
—
|
|
|
136
|
|
|
—
|
|
||||
Other Government bonds
|
34
|
|
|
—
|
|
|
34
|
|
|
—
|
|
||||
Agency backed bonds
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Corporate bonds
|
338
|
|
|
—
|
|
|
338
|
|
|
—
|
|
||||
Mortgage-backed securities and forwards
|
102
|
|
|
—
|
|
|
102
|
|
|
—
|
|
||||
Asset-backed securities
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
||||
Pooled funds
|
303
|
|
|
—
|
|
|
303
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Real estate
|
280
|
|
|
—
|
|
|
—
|
|
|
280
|
|
||||
Hedge funds
|
154
|
|
|
—
|
|
|
—
|
|
|
154
|
|
||||
Private equity
|
160
|
|
|
—
|
|
|
—
|
|
|
160
|
|
||||
Total
|
$
|
3,391
|
|
|
$
|
290
|
|
|
$
|
2,507
|
|
|
$
|
594
|
|
|
Fair Value Measurements
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(millions)
|
||||||||||||||
Cash and cash equivalents
|
$
|
240
|
|
|
$
|
—
|
|
|
$
|
240
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S.
|
805
|
|
|
251
|
|
|
554
|
|
|
—
|
|
||||
International
|
648
|
|
|
—
|
|
|
648
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U. S. Treasury bonds
|
128
|
|
|
—
|
|
|
128
|
|
|
—
|
|
||||
Other Government bonds
|
31
|
|
|
—
|
|
|
31
|
|
|
—
|
|
||||
Agency backed bonds
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Corporate bonds
|
310
|
|
|
—
|
|
|
310
|
|
|
—
|
|
||||
Mortgage-backed securities and forwards
|
112
|
|
|
—
|
|
|
112
|
|
|
—
|
|
||||
Asset-backed securities
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
||||
Pooled funds
|
266
|
|
|
—
|
|
|
266
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Real estate
|
228
|
|
|
—
|
|
|
—
|
|
|
228
|
|
||||
Hedge funds
|
143
|
|
|
—
|
|
|
—
|
|
|
143
|
|
||||
Private equity
|
162
|
|
|
—
|
|
|
—
|
|
|
162
|
|
||||
Total
|
$
|
3,099
|
|
|
$
|
251
|
|
|
$
|
2,315
|
|
|
$
|
533
|
|
|
2012
|
|
2011
|
||||
|
(millions)
|
||||||
Balance, beginning of year
|
$
|
533
|
|
|
$
|
488
|
|
Actual gain on plan assets:
|
|
|
|
||||
Relating to assets still held at the reporting date
|
7
|
|
|
9
|
|
||
Relating to assets sold during the period
|
23
|
|
|
22
|
|
||
Purchases
|
71
|
|
|
48
|
|
||
Sales
|
(40
|
)
|
|
(34
|
)
|
||
Balance, end of year
|
$
|
594
|
|
|
$
|
533
|
|
|
(millions)
|
||
Fiscal year
|
|
||
2013
|
$
|
255
|
|
2014
|
248
|
|
|
2015
|
245
|
|
|
2016
|
242
|
|
|
2017
|
238
|
|
|
2018-2022
|
1,121
|
|
|
2012
|
|
2011
|
||||
|
(millions)
|
||||||
Change in projected benefit obligation
|
|
|
|
||||
Projected benefit obligation, beginning of year
|
$
|
771
|
|
|
$
|
688
|
|
Service cost
|
6
|
|
|
6
|
|
||
Interest cost
|
35
|
|
|
36
|
|
||
Actuarial loss
|
76
|
|
|
90
|
|
||
Benefits paid
|
(51
|
)
|
|
(49
|
)
|
||
Actuarial gain due to curtailment
|
(42
|
)
|
|
—
|
|
||
Projected benefit obligation, end of year
|
795
|
|
|
771
|
|
||
Change in plan assets
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
—
|
|
|
—
|
|
||
Company contributions
|
51
|
|
|
49
|
|
||
Benefits paid
|
(51
|
)
|
|
(49
|
)
|
||
Fair value of plan assets, end of year
|
—
|
|
|
—
|
|
||
Funded status at end of year
|
$
|
(795
|
)
|
|
$
|
(771
|
)
|
Amounts recognized in the Consolidated Balance Sheets at
February 2, 2013 and January 28, 2012 |
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
(58
|
)
|
|
$
|
(55
|
)
|
Other liabilities
|
(737
|
)
|
|
(716
|
)
|
||
|
$
|
(795
|
)
|
|
$
|
(771
|
)
|
Amounts recognized in accumulated other comprehensive loss at
February 2, 2013 and January 28, 2012 |
|
|
|
||||
Net actuarial loss
|
$
|
212
|
|
|
$
|
195
|
|
Prior service credit
|
—
|
|
|
(1
|
)
|
||
|
$
|
212
|
|
|
$
|
194
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(millions)
|
||||||||||
Net Periodic Pension Cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
6
|
|
Interest cost
|
35
|
|
|
36
|
|
|
37
|
|
|||
Amortization of net actuarial loss
|
17
|
|
|
8
|
|
|
3
|
|
|||
Amortization of prior service credit
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
|
57
|
|
|
49
|
|
|
45
|
|
|||
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss |
|
|
|
|
|
||||||
Net actuarial loss
|
34
|
|
|
90
|
|
|
22
|
|
|||
Amortization of net actuarial loss
|
(17
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|||
Amortization of prior service credit
|
1
|
|
|
1
|
|
|
1
|
|
|||
|
18
|
|
|
83
|
|
|
20
|
|
|||
Total recognized in net periodic pension cost and
other comprehensive loss |
$
|
75
|
|
|
$
|
132
|
|
|
$
|
65
|
|
|
2012
|
|
2011
|
||
Discount rate
|
4.15
|
%
|
|
4.65
|
%
|
Rate of compensation increases
|
4.90
|
%
|
|
4.90
|
%
|
|
2012
|
|
2011
|
|
2010
|
|||
Discount rate
|
4.65
|
%
|
|
5.40
|
%
|
|
5.65
|
%
|
Rate of compensation increases
|
4.90
|
%
|
|
4.90
|
%
|
|
4.90
|
%
|
|
(millions)
|
||
Fiscal year
|
|
||
2013
|
$
|
58
|
|
2014
|
61
|
|
|
2015
|
61
|
|
|
2016
|
64
|
|
|
2017
|
58
|
|
|
2018-2022
|
262
|
|
10.
|
Postretirement Health Care and Life Insurance Benefits
|
|
2012
|
|
2011
|
||||
|
(millions)
|
||||||
Change in accumulated postretirement benefit obligation
|
|
|
|
||||
Accumulated postretirement benefit obligation, beginning of year
|
$
|
266
|
|
|
$
|
278
|
|
Service cost
|
—
|
|
|
—
|
|
||
Interest cost
|
12
|
|
|
14
|
|
||
Actuarial gain
|
(4
|
)
|
|
(3
|
)
|
||
Medicare Part D subsidy
|
1
|
|
|
2
|
|
||
Benefits paid
|
(25
|
)
|
|
(25
|
)
|
||
Accumulated postretirement benefit obligation, end of year
|
250
|
|
|
266
|
|
||
Change in plan assets
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
—
|
|
|
—
|
|
||
Company contributions
|
25
|
|
|
25
|
|
||
Benefits paid
|
(25
|
)
|
|
(25
|
)
|
||
Fair value of plan assets, end of year
|
—
|
|
|
—
|
|
||
Funded status at end of year
|
$
|
(250
|
)
|
|
$
|
(266
|
)
|
Amounts recognized in the Consolidated Balance Sheets at
February 2, 2013 and January 28, 2012 |
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
(28
|
)
|
|
$
|
(29
|
)
|
Other liabilities
|
(222
|
)
|
|
(237
|
)
|
||
|
$
|
(250
|
)
|
|
$
|
(266
|
)
|
Amounts recognized in accumulated other comprehensive loss at
February 2, 2013 and January 28, 2012 |
|
|
|
||||
Net actuarial gain
|
$
|
(23
|
)
|
|
$
|
(23
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(millions)
|
||||||||||
Net Periodic Postretirement Benefit Cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
12
|
|
|
14
|
|
|
15
|
|
|||
Amortization of net actuarial gain
|
(4
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
8
|
|
|
9
|
|
|
10
|
|
|||
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss |
|
|
|
|
|
||||||
Net actuarial (gain) loss
|
(4
|
)
|
|
(3
|
)
|
|
8
|
|
|||
Amortization of net actuarial gain
|
4
|
|
|
5
|
|
|
5
|
|
|||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
—
|
|
|
2
|
|
|
13
|
|
|||
Total recognized in net periodic postretirement benefit cost and other
comprehensive loss
|
$
|
8
|
|
|
$
|
11
|
|
|
$
|
23
|
|
|
2012
|
|
2011
|
||
Discount rate
|
4.15
|
%
|
|
4.65
|
%
|
|
2012
|
|
2011
|
|
2010
|
|||
Discount rate
|
4.65
|
%
|
|
5.40
|
%
|
|
5.65
|
%
|
|
2012
|
|
2011
|
Health care cost trend rates assumed for next year
|
7.52% - 9.50%
|
|
8.08% - 9.62%
|
Rates to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.0%
|
|
5.0%
|
Year that the rate reaches the ultimate trend rate
|
2025
|
|
2022
|
|
1 – Percentage
Point Increase
|
|
1 – Percentage
Point Decrease
|
|
(millions)
|
||
Effect on total of service and interest cost
|
$1
|
|
$(1)
|
Effect on accumulated postretirement benefit obligations
|
$15
|
|
$(13)
|
|
Expected
Benefit
Payments
|
|
Expected
Federal
Subsidy
|
||||
|
(millions)
|
||||||
Fiscal Year
|
|
|
|
||||
2013
|
$
|
27
|
|
|
$
|
1
|
|
2014
|
25
|
|
|
1
|
|
||
2015
|
22
|
|
|
1
|
|
||
2016
|
21
|
|
|
1
|
|
||
2017
|
19
|
|
|
1
|
|
||
2018-2022
|
86
|
|
|
4
|
|
11.
|
Stock Based Compensation
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(millions)
|
||||||||||
Stock options
|
$
|
28
|
|
|
$
|
28
|
|
|
$
|
34
|
|
Stock credits
|
6
|
|
|
20
|
|
|
19
|
|
|||
Restricted stock
|
1
|
|
|
2
|
|
|
2
|
|
|||
Restricted stock units
|
26
|
|
|
20
|
|
|
11
|
|
|||
|
$
|
61
|
|
|
$
|
70
|
|
|
$
|
66
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Weighted average grant date fair value of stock options
granted during the period |
$
|
12.22
|
|
|
$
|
7.12
|
|
|
$
|
7.34
|
|
Dividend yield
|
2.2
|
%
|
|
2.3
|
%
|
|
1.0
|
%
|
|||
Expected volatility
|
39.8
|
%
|
|
38.8
|
%
|
|
37.6
|
%
|
|||
Risk-free interest rate
|
1.2
|
%
|
|
2.0
|
%
|
|
2.7
|
%
|
|||
Expected life
|
5.7 years
|
|
|
5.6 years
|
|
|
5.5 years
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(thousands)
|
|
|
|
(years)
|
|
(millions)
|
|||||
Outstanding, beginning of period
|
34,405.3
|
|
|
$
|
26.36
|
|
|
|
|
|
||
Granted
|
3,627.8
|
|
|
$
|
39.84
|
|
|
|
|
|
||
Canceled or forfeited
|
(670.5
|
)
|
|
$
|
31.58
|
|
|
|
|
|
||
Exercised
|
(7,569.7
|
)
|
|
$
|
21.69
|
|
|
|
|
|
||
Outstanding, end of period
|
29,792.9
|
|
|
$
|
29.07
|
|
|
|
|
|
||
Exercisable, end of period
|
19,991.4
|
|
|
$
|
30.09
|
|
|
4.0
|
|
$
|
188
|
|
Options expected to vest
|
8,429.3
|
|
|
$
|
26.99
|
|
|
8.0
|
|
$
|
106
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(millions)
|
||||||||||
Intrinsic value of options exercised
|
$
|
132
|
|
|
$
|
64
|
|
|
$
|
13
|
|
Grant date fair value of stock options that vested during the year
|
30
|
|
|
50
|
|
|
55
|
|
|||
Cash received from stock options exercised
|
164
|
|
|
141
|
|
|
39
|
|
|||
Excess tax benefits realized from exercised stock options
|
36
|
|
|
20
|
|
|
4
|
|
|
Shares
|
|
|
(thousands)
|
|
Stock credits, beginning of period
|
1,649.9
|
|
Additional dividend equivalents earned
|
17.2
|
|
Stock credits forfeited
|
—
|
|
Stock credits distributed
|
(830.8
|
)
|
Stock credits, end of period
|
836.3
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Restricted stock
|
$
|
—
|
|
|
$
|
23.43
|
|
|
$
|
20.89
|
|
Restricted stock units
|
$
|
39.52
|
|
|
$
|
23.69
|
|
|
$
|
20.95
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
|
(thousands)
|
|
|
|||
Nonvested, beginning of period
|
213.6
|
|
|
$
|
22.23
|
|
Granted
|
—
|
|
|
—
|
|
|
Forfeited
|
(10.8
|
)
|
|
21.46
|
|
|
Vested
|
(60.5
|
)
|
|
22.07
|
|
|
Nonvested, end of period
|
142.3
|
|
|
$
|
22.36
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
|
(thousands)
|
|
|
|||
Nonvested, beginning of period
|
4,806.3
|
|
|
$
|
12.47
|
|
Granted – performance-based
|
398.7
|
|
|
39.68
|
|
|
Performance adjustment
|
—
|
|
|
—
|
|
|
Granted – time-based
|
287.3
|
|
|
39.31
|
|
|
Dividend equivalents
|
54.4
|
|
|
38.46
|
|
|
Forfeited
|
(55.7
|
)
|
|
25.15
|
|
|
Vested
|
(2,642.5
|
)
|
|
4.52
|
|
|
Nonvested, end of period
|
2,848.5
|
|
|
$
|
26.61
|
|
12.
|
Shareholders’ Equity
|
|
|
|
Treasury Stock
|
|
|
|||||||||
|
Common
Stock
Issued
|
|
Deferred
Compensation
Plans
|
|
Other
|
|
Total
|
|
Common
Stock
Outstanding
|
|||||
|
|
|
|
|
(thousands)
|
|
|
|
|
|||||
Balance at January 30, 2010
|
495,038.5
|
|
|
(1,366.1
|
)
|
|
(72,829.2
|
)
|
|
(74,195.3
|
)
|
|
420,843.2
|
|
Stock issued under stock plans
|
|
|
(48.8
|
)
|
|
2,439.5
|
|
|
2,390.7
|
|
|
2,390.7
|
|
|
Stock repurchases
|
|
|
|
|
|
|
|
|
|
|||||
Repurchase program
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
|
|
|
(58.5
|
)
|
|
(58.5
|
)
|
|
(58.5
|
)
|
||
Deferred compensation plan distributions
|
|
|
165.9
|
|
|
|
|
165.9
|
|
|
165.9
|
|
||
Balance at January 29, 2011
|
495,038.5
|
|
|
(1,249.0
|
)
|
|
(70,448.2
|
)
|
|
(71,697.2
|
)
|
|
423,341.3
|
|
Stock issued under stock plans
|
|
|
(87.2
|
)
|
|
7,274.1
|
|
|
7,186.9
|
|
|
7,186.9
|
|
|
Stock repurchases
|
|
|
|
|
|
|
|
|
|
|||||
Repurchase program
|
|
|
|
|
(16,356.5
|
)
|
|
(16,356.5
|
)
|
|
(16,356.5
|
)
|
||
Other
|
|
|
|
|
(80.1
|
)
|
|
(80.1
|
)
|
|
(80.1
|
)
|
||
Deferred compensation plan distributions
|
|
|
89.4
|
|
|
|
|
89.4
|
|
|
89.4
|
|
||
Retirement of common stock
|
(7,700.0
|
)
|
|
|
|
7,700.0
|
|
|
7,700.0
|
|
|
—
|
|
|
Balance at January 28, 2012
|
487,338.5
|
|
|
(1,246.8
|
)
|
|
(71,910.7
|
)
|
|
(73,157.5
|
)
|
|
414,181.0
|
|
Stock issued under stock plans
|
|
|
(89.2
|
)
|
|
10,325.1
|
|
|
10,235.9
|
|
|
10,235.9
|
|
|
Stock repurchases
|
|
|
|
|
|
|
|
|
|
|||||
Repurchase program
|
|
|
|
|
(35,572.9
|
)
|
|
(35,572.9
|
)
|
|
(35,572.9
|
)
|
||
Other
|
|
|
|
|
(1,269.4
|
)
|
|
(1,269.4
|
)
|
|
(1,269.4
|
)
|
||
Deferred compensation plan distributions
|
|
|
126.5
|
|
|
|
|
126.5
|
|
|
126.5
|
|
||
Retirement of common stock
|
(42,732.7
|
)
|
|
|
|
42,732.7
|
|
|
42,732.7
|
|
|
—
|
|
|
Balance at February 2, 2013
|
444,605.8
|
|
|
(1,209.5
|
)
|
|
(55,695.2
|
)
|
|
(56,904.7
|
)
|
|
387,701.1
|
|
|
Unrealized Gains on Marketable Securities
|
|
Post Employment and Postretirement Benefit Plans
|
|
Total Accumulated Other Comprehensive (Income) Loss
|
||||||
|
(millions)
|
||||||||||
Balance at January 30, 2010
|
$
|
(5
|
)
|
|
$
|
758
|
|
|
$
|
753
|
|
Other comprehensive income
|
(5
|
)
|
|
(18
|
)
|
|
(23
|
)
|
|||
Balance at January 29, 2011
|
(10
|
)
|
|
740
|
|
|
730
|
|
|||
Other comprehensive loss
|
10
|
|
|
321
|
|
|
331
|
|
|||
Balance at January 28, 2012
|
—
|
|
|
1,061
|
|
|
1,061
|
|
|||
Other comprehensive income
|
—
|
|
|
(130
|
)
|
|
(130
|
)
|
|||
Balance at February 2, 2013
|
$
|
—
|
|
|
$
|
931
|
|
|
$
|
931
|
|
13.
|
Fair Value Measurements and Concentrations of Credit Risk
|
|
February 2, 2013
|
|
January 28, 2012
|
||||||||||||||||||||||||||||
|
|
|
Fair Value Measurements
|
|
|
|
Fair Value Measurements
|
||||||||||||||||||||||||
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||||||
Marketable equity and debt securities
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
81
|
|
|
$
|
—
|
|
|
February 2, 2013
|
|
January 28, 2012
|
||||||||||||||||||||
|
Notional
Amount
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
Long-term debt
|
$
|
6,583
|
|
|
$
|
6,774
|
|
|
$
|
7,351
|
|
|
$
|
6,404
|
|
|
$
|
6,620
|
|
|
$
|
7,343
|
|
|
February 2, 2013
|
|
January 28, 2012
|
||||||||||||||||||||||||||||
|
|
|
Fair Value Measurements
|
|
|
|
Fair Value Measurements
|
||||||||||||||||||||||||
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||||||
Long-lived assets held and used
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
14.
|
Earnings Per Share
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||||||||
|
Net
Income
|
|
|
|
Shares
|
|
Net
Income
|
|
|
|
Shares
|
|
Net Income
|
|
|
|
Shares
|
|||||||||||||||
|
(millions, except per share data)
|
|||||||||||||||||||||||||||||||
Net income and average number of shares outstanding
|
$
|
1,335
|
|
|
|
|
404.4
|
|
|
$
|
1,256
|
|
|
|
|
423.5
|
|
|
$
|
847
|
|
|
|
|
422.2
|
|
||||||
Shares to be issued under deferred compensation and other plans
|
|
|
|
|
1.1
|
|
|
|
|
|
|
1.0
|
|
|
|
|
|
|
1.1
|
|
||||||||||||
|
$
|
1,335
|
|
|
|
|
405.5
|
|
|
$
|
1,256
|
|
|
|
|
424.5
|
|
|
$
|
847
|
|
|
|
|
423.3
|
|
||||||
Basic earnings per share
|
|
|
$
|
3.29
|
|
|
|
|
|
|
$
|
2.96
|
|
|
|
|
|
|
$
|
2.00
|
|
|
|
|||||||||
Effect of dilutive securities –
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Stock options, restricted stock and restricted stock units
|
|
|
|
|
6.7
|
|
|
|
|
|
|
5.9
|
|
|
|
|
|
|
4.0
|
|
||||||||||||
|
$
|
1,335
|
|
|
|
|
412.2
|
|
|
$
|
1,256
|
|
|
|
|
430.4
|
|
|
$
|
847
|
|
|
|
|
427.3
|
|
||||||
Diluted earnings per share
|
|
|
$
|
3.24
|
|
|
|
|
|
|
$
|
2.92
|
|
|
|
|
|
|
$
|
1.98
|
|
|
|
15.
|
Quarterly Results (unaudited)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(millions, except per share data)
|
||||||||||||||
2012:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
6,143
|
|
|
$
|
6,118
|
|
|
$
|
6,075
|
|
|
$
|
9,350
|
|
Cost of sales
|
(3,757
|
)
|
|
(3,555
|
)
|
|
(3,672
|
)
|
|
(5,554
|
)
|
||||
Gross margin
|
2,386
|
|
|
2,563
|
|
|
2,403
|
|
|
3,796
|
|
||||
Selling, general and administrative expenses
|
(1,995
|
)
|
|
(2,009
|
)
|
|
(2,078
|
)
|
|
(2,400
|
)
|
||||
Impairments, store closing costs and
gain on sale of leases |
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Net income
|
181
|
|
|
279
|
|
|
145
|
|
|
730
|
|
||||
Basic earnings per share
|
.43
|
|
|
.68
|
|
|
.36
|
|
|
1.86
|
|
||||
Diluted earnings per share
|
.43
|
|
|
.67
|
|
|
.36
|
|
|
1.83
|
|
||||
2011:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
5,889
|
|
|
$
|
5,939
|
|
|
$
|
5,853
|
|
|
$
|
8,724
|
|
Cost of sales
|
(3,586
|
)
|
|
(3,457
|
)
|
|
(3,544
|
)
|
|
(5,151
|
)
|
||||
Gross margin
|
2,303
|
|
|
2,482
|
|
|
2,309
|
|
|
3,573
|
|
||||
Selling, general and administrative expenses
|
(1,973
|
)
|
|
(1,976
|
)
|
|
(2,018
|
)
|
|
(2,314
|
)
|
||||
Impairments, store closing costs and
gain on sale of leases |
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||
Net income
|
131
|
|
|
241
|
|
|
139
|
|
|
745
|
|
||||
Basic earnings per share
|
.31
|
|
|
.56
|
|
|
.33
|
|
|
1.77
|
|
||||
Diluted earnings per share
|
.30
|
|
|
.55
|
|
|
.32
|
|
|
1.74
|
|
16.
|
Condensed Consolidating Financial Information
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,538
|
|
|
$
|
41
|
|
|
$
|
257
|
|
|
$
|
—
|
|
|
$
|
1,836
|
|
Receivables
|
—
|
|
|
58
|
|
|
313
|
|
|
—
|
|
|
371
|
|
|||||
Merchandise inventories
|
—
|
|
|
2,804
|
|
|
2,504
|
|
|
—
|
|
|
5,308
|
|
|||||
Prepaid expenses and other current assets
|
—
|
|
|
97
|
|
|
264
|
|
|
—
|
|
|
361
|
|
|||||
Income taxes
|
30
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|||||
Total Current Assets
|
1,568
|
|
|
3,000
|
|
|
3,338
|
|
|
(30
|
)
|
|
7,876
|
|
|||||
Property and Equipment – net
|
—
|
|
|
4,649
|
|
|
3,547
|
|
|
—
|
|
|
8,196
|
|
|||||
Goodwill
|
—
|
|
|
3,315
|
|
|
428
|
|
|
—
|
|
|
3,743
|
|
|||||
Other Intangible Assets – net
|
—
|
|
|
124
|
|
|
437
|
|
|
—
|
|
|
561
|
|
|||||
Other Assets
|
3
|
|
|
71
|
|
|
541
|
|
|
—
|
|
|
615
|
|
|||||
Intercompany Receivable
|
641
|
|
|
—
|
|
|
3,190
|
|
|
(3,831
|
)
|
|
—
|
|
|||||
Investment in Subsidiaries
|
4,027
|
|
|
2,595
|
|
|
—
|
|
|
(6,622
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
6,239
|
|
|
$
|
13,754
|
|
|
$
|
11,481
|
|
|
$
|
(10,483
|
)
|
|
$
|
20,991
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt
|
$
|
—
|
|
|
$
|
121
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
124
|
|
Merchandise accounts payable
|
—
|
|
|
733
|
|
|
846
|
|
|
—
|
|
|
1,579
|
|
|||||
Accounts payable and accrued liabilities
|
119
|
|
|
1,023
|
|
|
1,468
|
|
|
—
|
|
|
2,610
|
|
|||||
Income taxes
|
—
|
|
|
69
|
|
|
316
|
|
|
(30
|
)
|
|
355
|
|
|||||
Deferred income taxes
|
—
|
|
|
323
|
|
|
84
|
|
|
—
|
|
|
407
|
|
|||||
Total Current Liabilities
|
119
|
|
|
2,269
|
|
|
2,717
|
|
|
(30
|
)
|
|
5,075
|
|
|||||
Long-Term Debt
|
—
|
|
|
6,783
|
|
|
23
|
|
|
—
|
|
|
6,806
|
|
|||||
Intercompany Payable
|
—
|
|
|
3,831
|
|
|
—
|
|
|
(3,831
|
)
|
|
—
|
|
|||||
Deferred Income Taxes
|
11
|
|
|
410
|
|
|
817
|
|
|
—
|
|
|
1,238
|
|
|||||
Other Liabilities
|
58
|
|
|
596
|
|
|
1,167
|
|
|
—
|
|
|
1,821
|
|
|||||
Shareholders’ Equity (Deficit)
|
6,051
|
|
|
(135
|
)
|
|
6,757
|
|
|
(6,622
|
)
|
|
6,051
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
6,239
|
|
|
$
|
13,754
|
|
|
$
|
11,481
|
|
|
$
|
(10,483
|
)
|
|
$
|
20,991
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
13,594
|
|
|
$
|
22,493
|
|
|
$
|
(8,401
|
)
|
|
$
|
27,686
|
|
Cost of sales
|
—
|
|
|
(8,385
|
)
|
|
(16,500
|
)
|
|
8,347
|
|
|
(16,538
|
)
|
|||||
Gross margin
|
—
|
|
|
5,209
|
|
|
5,993
|
|
|
(54
|
)
|
|
11,148
|
|
|||||
Selling, general and administrative expenses
|
(9
|
)
|
|
(4,584
|
)
|
|
(3,943
|
)
|
|
54
|
|
|
(8,482
|
)
|
|||||
Impairments, store closing costs and
gain on sale of leases |
—
|
|
|
(8
|
)
|
|
3
|
|
|
—
|
|
|
(5
|
)
|
|||||
Operating income (loss)
|
(9
|
)
|
|
617
|
|
|
2,053
|
|
|
—
|
|
|
2,661
|
|
|||||
Interest (expense) income, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
1
|
|
|
(422
|
)
|
|
(1
|
)
|
|
—
|
|
|
(422
|
)
|
|||||
Intercompany
|
(2
|
)
|
|
(146
|
)
|
|
148
|
|
|
—
|
|
|
—
|
|
|||||
Premium on early retirement of debt
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|||||
Equity in earnings of subsidiaries
|
1,342
|
|
|
638
|
|
|
—
|
|
|
(1,980
|
)
|
|
—
|
|
|||||
Income before income taxes
|
1,332
|
|
|
550
|
|
|
2,200
|
|
|
(1,980
|
)
|
|
2,102
|
|
|||||
Federal, state and local income
tax benefit (expense) |
3
|
|
|
24
|
|
|
(794
|
)
|
|
—
|
|
|
(767
|
)
|
|||||
Net income
|
$
|
1,335
|
|
|
$
|
574
|
|
|
$
|
1,406
|
|
|
$
|
(1,980
|
)
|
|
$
|
1,335
|
|
Comprehensive income
|
$
|
1,465
|
|
|
$
|
704
|
|
|
$
|
1,477
|
|
|
$
|
(2,181
|
)
|
|
$
|
1,465
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1,335
|
|
|
$
|
574
|
|
|
$
|
1,406
|
|
|
$
|
(1,980
|
)
|
|
$
|
1,335
|
|
Impairments, store closing costs and
gain on sale of leases |
—
|
|
|
8
|
|
|
(3
|
)
|
|
—
|
|
|
5
|
|
|||||
Equity in earnings of subsidiaries
|
(1,342
|
)
|
|
(638
|
)
|
|
—
|
|
|
1,980
|
|
|
—
|
|
|||||
Dividends received from subsidiaries
|
783
|
|
|
125
|
|
|
—
|
|
|
(908
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
484
|
|
|
565
|
|
|
—
|
|
|
1,049
|
|
|||||
Increase in working capital
|
(76
|
)
|
|
(24
|
)
|
|
(35
|
)
|
|
—
|
|
|
(135
|
)
|
|||||
Other, net
|
31
|
|
|
(31
|
)
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Net cash provided by operating activities
|
731
|
|
|
498
|
|
|
1,940
|
|
|
(908
|
)
|
|
2,261
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment and capitalized software, net
|
—
|
|
|
(324
|
)
|
|
(552
|
)
|
|
—
|
|
|
(876
|
)
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Net cash used by investing activities
|
—
|
|
|
(324
|
)
|
|
(539
|
)
|
|
—
|
|
|
(863
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt repaid, net of debt issued
|
—
|
|
|
(799
|
)
|
|
(4
|
)
|
|
—
|
|
|
(803
|
)
|
|||||
Dividends paid
|
(324
|
)
|
|
—
|
|
|
(908
|
)
|
|
908
|
|
|
(324
|
)
|
|||||
Common stock acquired, net of
issuance of common stock |
(1,163
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,163
|
)
|
|||||
Intercompany activity, net
|
(194
|
)
|
|
642
|
|
|
(448
|
)
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
(45
|
)
|
|
(14
|
)
|
|
(40
|
)
|
|
—
|
|
|
(99
|
)
|
|||||
Net cash used by financing activities
|
(1,726
|
)
|
|
(171
|
)
|
|
(1,400
|
)
|
|
908
|
|
|
(2,389
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(995
|
)
|
|
3
|
|
|
1
|
|
|
—
|
|
|
(991
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
2,533
|
|
|
38
|
|
|
256
|
|
|
—
|
|
|
2,827
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
1,538
|
|
|
$
|
41
|
|
|
$
|
257
|
|
|
$
|
—
|
|
|
$
|
1,836
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
2,533
|
|
|
$
|
38
|
|
|
$
|
256
|
|
|
$
|
—
|
|
|
$
|
2,827
|
|
Receivables
|
—
|
|
|
58
|
|
|
310
|
|
|
—
|
|
|
368
|
|
|||||
Merchandise inventories
|
—
|
|
|
2,722
|
|
|
2,395
|
|
|
—
|
|
|
5,117
|
|
|||||
Prepaid expenses and other current assets
|
—
|
|
|
152
|
|
|
313
|
|
|
—
|
|
|
465
|
|
|||||
Total Current Assets
|
2,533
|
|
|
2,970
|
|
|
3,274
|
|
|
—
|
|
|
8,777
|
|
|||||
Property and Equipment – net
|
—
|
|
|
4,827
|
|
|
3,593
|
|
|
—
|
|
|
8,420
|
|
|||||
Goodwill
|
—
|
|
|
3,315
|
|
|
428
|
|
|
—
|
|
|
3,743
|
|
|||||
Other Intangible Assets – net
|
—
|
|
|
153
|
|
|
445
|
|
|
—
|
|
|
598
|
|
|||||
Other Assets
|
4
|
|
|
73
|
|
|
480
|
|
|
—
|
|
|
557
|
|
|||||
Intercompany Receivable
|
520
|
|
|
—
|
|
|
2,963
|
|
|
(3,483
|
)
|
|
—
|
|
|||||
Investment in Subsidiaries
|
3,210
|
|
|
2,435
|
|
|
—
|
|
|
(5,645
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
6,267
|
|
|
$
|
13,773
|
|
|
$
|
11,183
|
|
|
$
|
(9,128
|
)
|
|
$
|
22,095
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt
|
$
|
—
|
|
|
$
|
1,099
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
1,103
|
|
Merchandise accounts payable
|
—
|
|
|
731
|
|
|
862
|
|
|
—
|
|
|
1,593
|
|
|||||
Accounts payable and accrued liabilities
|
248
|
|
|
1,103
|
|
|
1,437
|
|
|
—
|
|
|
2,788
|
|
|||||
Income taxes
|
46
|
|
|
29
|
|
|
296
|
|
|
—
|
|
|
371
|
|
|||||
Deferred income taxes
|
—
|
|
|
314
|
|
|
94
|
|
|
—
|
|
|
408
|
|
|||||
Total Current Liabilities
|
294
|
|
|
3,276
|
|
|
2,693
|
|
|
—
|
|
|
6,263
|
|
|||||
Long-Term Debt
|
—
|
|
|
6,630
|
|
|
25
|
|
|
—
|
|
|
6,655
|
|
|||||
Intercompany Payable
|
—
|
|
|
3,483
|
|
|
—
|
|
|
(3,483
|
)
|
|
—
|
|
|||||
Deferred Income Taxes
|
4
|
|
|
351
|
|
|
786
|
|
|
—
|
|
|
1,141
|
|
|||||
Other Liabilities
|
36
|
|
|
771
|
|
|
1,296
|
|
|
—
|
|
|
2,103
|
|
|||||
Shareholders’ Equity (Deficit)
|
5,933
|
|
|
(738
|
)
|
|
6,383
|
|
|
(5,645
|
)
|
|
5,933
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
6,267
|
|
|
$
|
13,773
|
|
|
$
|
11,183
|
|
|
$
|
(9,128
|
)
|
|
$
|
22,095
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
13,405
|
|
|
$
|
21,312
|
|
|
$
|
(8,312
|
)
|
|
$
|
26,405
|
|
Cost of sales
|
—
|
|
|
(8,274
|
)
|
|
(15,721
|
)
|
|
8,257
|
|
|
(15,738
|
)
|
|||||
Gross margin
|
—
|
|
|
5,131
|
|
|
5,591
|
|
|
(55
|
)
|
|
10,667
|
|
|||||
Selling, general and administrative expenses
|
5
|
|
|
(4,585
|
)
|
|
(3,756
|
)
|
|
55
|
|
|
(8,281
|
)
|
|||||
Impairments, store closing costs and
gain on sale of leases |
—
|
|
|
28
|
|
|
(3
|
)
|
|
—
|
|
|
25
|
|
|||||
Operating income
|
5
|
|
|
574
|
|
|
1,832
|
|
|
—
|
|
|
2,411
|
|
|||||
Interest (expense) income, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
1
|
|
|
(443
|
)
|
|
(1
|
)
|
|
—
|
|
|
(443
|
)
|
|||||
Intercompany
|
(1
|
)
|
|
(191
|
)
|
|
192
|
|
|
—
|
|
|
—
|
|
|||||
Premium on early retirement of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity in earnings of subsidiaries
|
1,253
|
|
|
548
|
|
|
—
|
|
|
(1,801
|
)
|
|
—
|
|
|||||
Income before income taxes
|
1,258
|
|
|
488
|
|
|
2,023
|
|
|
(1,801
|
)
|
|
1,968
|
|
|||||
Federal, state and local income
tax benefit (expense) |
(2
|
)
|
|
27
|
|
|
(737
|
)
|
|
—
|
|
|
(712
|
)
|
|||||
Net income
|
$
|
1,256
|
|
|
$
|
515
|
|
|
$
|
1,286
|
|
|
$
|
(1,801
|
)
|
|
$
|
1,256
|
|
Comprehensive income
|
$
|
925
|
|
|
$
|
184
|
|
|
$
|
1,150
|
|
|
$
|
(1,334
|
)
|
|
$
|
925
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1,256
|
|
|
$
|
515
|
|
|
$
|
1,286
|
|
|
$
|
(1,801
|
)
|
|
$
|
1,256
|
|
Impairments, store closing costs and
gain on sale of leases |
—
|
|
|
(28
|
)
|
|
3
|
|
|
—
|
|
|
(25
|
)
|
|||||
Equity in earnings of subsidiaries
|
(1,253
|
)
|
|
(548
|
)
|
|
—
|
|
|
1,801
|
|
|
—
|
|
|||||
Dividends received from subsidiaries
|
612
|
|
|
175
|
|
|
—
|
|
|
(787
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
517
|
|
|
568
|
|
|
—
|
|
|
1,085
|
|
|||||
(Increase) decrease in working capital
|
5
|
|
|
(110
|
)
|
|
50
|
|
|
—
|
|
|
(55
|
)
|
|||||
Other, net
|
(18
|
)
|
|
(166
|
)
|
|
16
|
|
|
—
|
|
|
(168
|
)
|
|||||
Net cash provided by operating activities
|
602
|
|
|
355
|
|
|
1,923
|
|
|
(787
|
)
|
|
2,093
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment and capitalized software, net
|
—
|
|
|
(171
|
)
|
|
(473
|
)
|
|
—
|
|
|
(644
|
)
|
|||||
Other, net
|
38
|
|
|
16
|
|
|
(27
|
)
|
|
—
|
|
|
27
|
|
|||||
Net cash provided (used) by
investing activities |
38
|
|
|
(155
|
)
|
|
(500
|
)
|
|
—
|
|
|
(617
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt issued, net of debt repaid
|
—
|
|
|
349
|
|
|
(3
|
)
|
|
—
|
|
|
346
|
|
|||||
Dividends paid
|
(148
|
)
|
|
—
|
|
|
(787
|
)
|
|
787
|
|
|
(148
|
)
|
|||||
Common stock acquired, net of
issuance of common stock |
(340
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(340
|
)
|
|||||
Intercompany activity, net
|
1,186
|
|
|
(529
|
)
|
|
(657
|
)
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
21
|
|
|
(23
|
)
|
|
31
|
|
|
—
|
|
|
29
|
|
|||||
Net cash provided (used) by
financing activities |
719
|
|
|
(203
|
)
|
|
(1,416
|
)
|
|
787
|
|
|
(113
|
)
|
|||||
Net increase (decrease) in
cash and cash equivalents |
1,359
|
|
|
(3
|
)
|
|
7
|
|
|
—
|
|
|
1,363
|
|
|||||
Cash and cash equivalents at beginning of period
|
1,174
|
|
|
41
|
|
|
249
|
|
|
—
|
|
|
1,464
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
2,533
|
|
|
$
|
38
|
|
|
$
|
256
|
|
|
$
|
—
|
|
|
$
|
2,827
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
13,124
|
|
|
$
|
19,900
|
|
|
$
|
(8,021
|
)
|
|
$
|
25,003
|
|
Cost of sales
|
—
|
|
|
(8,006
|
)
|
|
(14,782
|
)
|
|
7,964
|
|
|
(14,824
|
)
|
|||||
Gross margin
|
—
|
|
|
5,118
|
|
|
5,118
|
|
|
(57
|
)
|
|
10,179
|
|
|||||
Selling, general and administrative expenses
|
(8
|
)
|
|
(4,519
|
)
|
|
(3,790
|
)
|
|
57
|
|
|
(8,260
|
)
|
|||||
Impairments, store closing costs and
gain on sale of leases |
—
|
|
|
(21
|
)
|
|
(4
|
)
|
|
—
|
|
|
(25
|
)
|
|||||
Operating income (loss)
|
(8
|
)
|
|
578
|
|
|
1,324
|
|
|
—
|
|
|
1,894
|
|
|||||
Interest (expense) income, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
2
|
|
|
(509
|
)
|
|
(1
|
)
|
|
—
|
|
|
(508
|
)
|
|||||
Intercompany
|
(2
|
)
|
|
(165
|
)
|
|
167
|
|
|
—
|
|
|
—
|
|
|||||
Premium on early retirement of debt
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|||||
Equity in earnings of subsidiaries
|
852
|
|
|
417
|
|
|
—
|
|
|
(1,269
|
)
|
|
—
|
|
|||||
Income before income taxes
|
844
|
|
|
255
|
|
|
1,490
|
|
|
(1,269
|
)
|
|
1,320
|
|
|||||
Federal, state and local income
tax benefit (expense) |
3
|
|
|
65
|
|
|
(541
|
)
|
|
—
|
|
|
(473
|
)
|
|||||
Net income
|
$
|
847
|
|
|
$
|
320
|
|
|
$
|
949
|
|
|
$
|
(1,269
|
)
|
|
$
|
847
|
|
Comprehensive income
|
$
|
870
|
|
|
$
|
343
|
|
|
$
|
962
|
|
|
$
|
(1,305
|
)
|
|
$
|
870
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
847
|
|
|
$
|
320
|
|
|
$
|
949
|
|
|
$
|
(1,269
|
)
|
|
$
|
847
|
|
Impairments, store closing costs and
gain on sale of leases |
—
|
|
|
21
|
|
|
4
|
|
|
—
|
|
|
25
|
|
|||||
Equity in earnings of subsidiaries
|
(852
|
)
|
|
(417
|
)
|
|
—
|
|
|
1,269
|
|
|
—
|
|
|||||
Dividends received from subsidiaries
|
541
|
|
|
250
|
|
|
—
|
|
|
(791
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
566
|
|
|
584
|
|
|
—
|
|
|
1,150
|
|
|||||
(Increase) decrease in working capital
|
179
|
|
|
(454
|
)
|
|
232
|
|
|
—
|
|
|
(43
|
)
|
|||||
Other, net
|
8
|
|
|
(526
|
)
|
|
45
|
|
|
—
|
|
|
(473
|
)
|
|||||
Net cash provided (used) by
operating activities |
723
|
|
|
(240
|
)
|
|
1,814
|
|
|
(791
|
)
|
|
1,506
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment and capitalized software, net
|
—
|
|
|
(178
|
)
|
|
(247
|
)
|
|
—
|
|
|
(425
|
)
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|||||
Net cash used by investing activities
|
—
|
|
|
(178
|
)
|
|
(287
|
)
|
|
—
|
|
|
(465
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt repaid
|
—
|
|
|
(1,242
|
)
|
|
(3
|
)
|
|
—
|
|
|
(1,245
|
)
|
|||||
Dividends paid
|
(84
|
)
|
|
—
|
|
|
(791
|
)
|
|
791
|
|
|
(84
|
)
|
|||||
Issuance of common stock, net of
common stock acquired |
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||
Intercompany activity, net
|
(710
|
)
|
|
1,656
|
|
|
(946
|
)
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
(115
|
)
|
|
(15
|
)
|
|
154
|
|
|
—
|
|
|
24
|
|
|||||
Net cash provided (used) by
financing activities |
(867
|
)
|
|
399
|
|
|
(1,586
|
)
|
|
791
|
|
|
(1,263
|
)
|
|||||
Net decrease in cash and cash equivalents
|
(144
|
)
|
|
(19
|
)
|
|
(59
|
)
|
|
—
|
|
|
(222
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
1,318
|
|
|
60
|
|
|
308
|
|
|
—
|
|
|
1,686
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
1,174
|
|
|
$
|
41
|
|
|
$
|
249
|
|
|
$
|
—
|
|
|
$
|
1,464
|
|
(i)
|
following a voluntary retirement and prior to the later to occur of (a) expiration of the Term of the Option or (b) two years following retirement, the Optionee renders personal services to a Competing Business (as hereafter defined in Section 21) in any manner, including, without limitation, as employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director, manager, owner, financer, joint venturer or otherwise; or
|
(ii)
|
following a voluntary or involuntary retirement and prior to the later to occur of (a) the expiration of the Term of the Option or (b) two years following retirement, the Optionee directly or indirectly solicits or otherwise entices any of the Company's employees to resign from their employment with the Company, whether individually or as a group; or
|
(iii)
|
at any time following a voluntary or involuntary retirement, the Optionee discloses or provides to any third party, or uses, modifies, copies or adapts any of the Company's Confidential Information (as hereafter defined in Section 21).
|
(A)
|
any acquisition of Voting Stock directly from the Company that is approved by a majority of the Incumbent Board (as defined in subsection (ii) below);
|
(B)
|
any acquisition of Voting Stock by any entity in which the Company, directly or indirectly, beneficially owns 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 with clauses (A), (B) and (C) of subsection (iii) below;
|
|
|
EBITDA Margin (50%)
|
|
ROIC (30%)
|
||
Performance Level
*
|
|
3-year Average
|
Vesting Percentage
|
|
3-year Average
|
Vesting Percentage
|
Outstanding
|
|
≥14.6%
|
150%
|
|
≥24.0%
|
150%
|
Target
|
|
14.3%
|
100%
|
|
23.6%
|
100%
|
Threshold
|
|
13.6%
|
50%
|
|
22.0%
|
50%
|
Below Threshold
|
|
<13.6%
|
0%
|
|
<22.0%
|
0%
|
|
|
Relative TSR (20%)
|
|
Performance Level
*
|
|
3-year TSR vs. Peer Group**
|
Vesting Percentage
|
Outstanding
|
|
≥75%
|
150%
|
Target
|
|
50%
|
100%
|
Threshold
|
|
35%
|
50%
|
Below Threshold
|
|
<35%
|
0%
|
•
|
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 if the Grantee voluntarily terminates employment with Good Reason;
|
•
|
Will be accelerated at the Change in Control if awards are not assumed or replaced by the acquiror/continuing entity on terms deemed by the Compensation Committee to be appropriate; and
|
•
|
Will occur on the third anniversary of the Date of Grant, if Vesting has not otherwise been accelerated as provided above.
|
(i)
|
following a voluntary retirement and prior to the later to occur of (a) settlement date for the Performance Units or (b) two years following retirement, the Grantee renders personal services to a Competing Business (as hereafter defined in Section 17) in any manner, including, without limitation, as employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director, manager, owner, financer, joint venturer or otherwise; or
|
(ii)
|
following a voluntary or involuntary retirement and prior to the later to occur of (a) the settlement date for the Performance Units or (b) two years following retirement, the Grantee directly or indirectly solicits or otherwise entices any of the Company’s employees to resign from their employment with the Company, whether individually or as a group; or
|
(iii)
|
at any time following a voluntary or involuntary retirement, the Grantee discloses or provides to any third party, or uses, modifies, copies or adapts any of the Company’s Confidential Information (as hereafter defined in Section 17).
|
1.
|
Section 2.10 is amended to read as follows:
|
2.
|
Section 3.2 is amended by adding to the end thereof new Section 3.2.3 to read as follows.
|
3.
|
Section 3.4 is amended by adding at the end thereof new Section 3.4.1 to read as follows:
|
Corporate Name
|
State of Incorporation/
Formation
|
Trade Name(s)
|
|
Advertex Communications, Inc.
|
Delaware
|
Macy’s Marketing
|
|
Bloomingdale's By Mail Ltd.
|
New York
|
Bloomingdales.com
|
|
Bloomingdale's, Inc.
|
Ohio
|
|
|
Bloomingdale’s The Outlet Store, Inc.
|
Ohio
|
Bloomingdale’s Outlet
|
|
FDS Bank
|
N/A
|
|
|
FDS Thrift Holding Co., Inc.
|
Ohio
|
|
|
Macy’s Corporate Services, Inc.
|
Delaware
|
|
|
Macy’s Credit and Customer Services, Inc.
|
Ohio
|
|
|
Macy’s Credit Operations, Inc.
|
Ohio
|
|
|
Macy’s Florida Stores, LLC
|
Ohio
|
Macy’s
|
|
Macy’s Merchandising Corporation
|
Delaware
|
|
|
Macy’s Merchandising Group (Hong Kong)
Limited |
Hong Kong
|
|
|
Macy’s Merchandising Group International
(Hong Kong) Limited |
Hong Kong
|
|
|
Macy’s Merchandising Group International, LLC
|
Delaware
|
|
|
Macy’s Merchandising Group Procurement, LLC
|
Delaware
|
|
|
Macy’s Merchandising Group, Inc.
|
Delaware
|
|
|
Macy’s Retail Holdings, Inc.
|
New York
|
Macy’s
|
|
Macy’s Systems and Technology, Inc.
|
Delaware
|
|
|
Macy’s West Stores, Inc.
|
Ohio
|
Macy’s
|
|
Macys.com, Inc.
|
New York
|
|
|
May Department Stores International, Inc.
|
Delaware
|
|
|
West 34
th
Street Insurance Company
|
Vermont
|
|
|
West 34
th
Street Insurance Company New York
|
New York
|
|
|
|
|
|
|
|
|
|
/s/ Joel A. Belsky
|
|
/s/ Stephen F. Bollenbach
|
|
/s/ Deirdre P. Connelly
|
|
|
Joel A. Belsky
|
|
Stephen F. Bollenbach
|
|
Deirdre P. Connelly
|
|
|
|
|
|
|
|
|
|
/s/ Meyer Feldberg
|
|
/s/ Karen M. Hoguet
|
|
/s/ Sara Levinson
|
|
|
Meyer Feldberg
|
|
Karen M. Hoguet
|
|
Sara Levinson
|
|
|
|
|
|
|
|
|
|
/s/ Terry J. Lundgren
|
|
/s/ Joseph Neubauer
|
|
/s/ Joyce M. Roché
|
|
|
Terry J. Lundgren
|
|
Joseph Neubauer
|
|
Joyce M. Roché
|
|
|
|
|
|
|
|
|
|
/s/ Paul C. Varga
|
|
/s/ Craig E. Weatherup
|
|
/s/ Marna C. Whittington
|
|
|
Paul C. Varga
|
|
Craig E. Weatherup
|
|
Marna C. Whittington
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT
|
|||
|
|||
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Annual Report on Form 10-K of Macy's, Inc. (the "Company") for the fiscal year ended February 2, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies that, to his knowledge:
|
|||
|
|||
|
1
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2
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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.
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Dated: April 3, 2013
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/s/ Terry J. Lundgren__
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Name: Terry J. Lundgren
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Title: Chief Executive Officer
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CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT
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Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Annual Report on Form 10-K of Macy's, Inc. (the "Company") for the fiscal year ended February 2,2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies that, to her knowledge:
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1
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2
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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.
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Dated: April 3, 2013
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/s/ Karen M. Hoguet__________
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Name: Karen M. Hoguet
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Title: Chief Financial Officer
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