|
For the Fiscal Year Ended
February 3, 2018
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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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Large accelerated filer
ý
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|
Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting
company
o
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Emerging growth company
o
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Class
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Outstanding at March 3, 2018
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Common Stock, $0.01 par value per share
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305,322,583 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 18, 2018
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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, catalogs and television;
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•
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the Company’s ability to remain competitive and relevant as consumers’ shopping behaviors migrate to other shopping channels and to maintain its brand and reputation;
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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, including planned store closures, and changes in expected synergies, cost savings and non-recurring charges;
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•
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the success of the Company’s operational decisions (e.g., product curation and marketing programs) and strategic initiatives;
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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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•
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the cost of employee benefits as well as attracting and retaining quality employees;
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•
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transactions involving our real estate portfolio;
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•
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the seasonal nature of the Company’s business;
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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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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 or transporters 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; and
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•
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duties, taxes, other charges and quotas on imports
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Item 1.
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Business.
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2017
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2016
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2015
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|||
Women’s Accessories, Intimate Apparel, Shoes, Cosmetics and Fragrances
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38
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%
|
|
38
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%
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|
38
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%
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Women’s Apparel
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23
|
|
|
23
|
|
|
23
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|
Men’s and Children’s
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23
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|
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23
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|
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23
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Home/Miscellaneous
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16
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|
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16
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|
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16
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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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100
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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 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 other than bluemercury and Macy's China Limited.
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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, are responsible for the design, development and marketing of Macy’s private label brands and certain licensed brands. Bloomingdale’s uses MMG for a small portion of its private label merchandise. The Company believes that its private label merchandise 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 and digital customer fulfillment.
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•
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Charters of the Audit Committee, Compensation and Management Development Committee, Finance Committee, and Nominating and Corporate Governance Committee,
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•
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Corporate Governance Principles,
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•
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Lead Independent Director Policy,
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•
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Non-Employee Director Code of Business Conduct and Ethics,
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•
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Code of Conduct,
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•
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Standards for Director Independence,
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•
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Related Party Transaction Policy, and
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•
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Method to Facilitate Receipt, Retention and Treatment of Communications.
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Name
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Age
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Position with the Company
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Jeff Gennette
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56
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|
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Chairman of the Board and Chief Executive Officer; Director
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Elisa D. Garcia
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60
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|
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Chief Legal Officer and Secretary
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Karen M. Hoguet
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61
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|
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Chief Financial Officer
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Danielle L. Kirgan
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42
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Chief Human Resources Officer
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Harry A. Lawton III
|
|
43
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|
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President
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Felicia Williams
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52
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|
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Executive Vice President, Controller and Enterprise Risk Officer
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Item 1A.
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Risk Factors.
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•
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materially damage our reputation and brand, negatively affect customer satisfaction and loyalty, expose us to individual claims or consumer class actions, administrative, civil or criminal investigations or actions, and infringe on proprietary information; and
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•
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cause us to incur substantial costs, including costs associated with remediation of information technology systems, customer protection costs and incentive payments for the maintenance of business relationships, litigation costs, lost revenues resulting from negative changes in consumer shopping patterns, unauthorized use of proprietary information or the failure to retain or attract customers following an attack. While we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, such insurance coverage may be unavailable or insufficient to cover all losses or all types of claims that may arise in the continually evolving area of cyber risk.
|
•
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general economic, stock, credit and real estate market conditions;
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•
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risks relating to Macy’s business and industry, including those discussed above;
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•
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strategic actions by us or our competitors;
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•
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variations in our quarterly results of operations;
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•
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future sales or purchases of Macy’s Common Stock; and
|
•
|
investor perceptions of the investment opportunity associated with Macy’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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2017
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|
2016
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2015
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|||
Macy's
|
660
|
|
|
673
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|
|
737
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|
Bloomingdale's
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55
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|
|
55
|
|
|
54
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|
bluemercury
|
137
|
|
|
101
|
|
|
77
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|
|
852
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|
|
829
|
|
|
868
|
|
Geographic Region
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|
Total
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|
Owned
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Leased
|
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Subject to
a Ground
Lease
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Partly Owned and Partly
Leased
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|||||
North Central
|
|
144
|
|
|
81
|
|
|
43
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|
|
19
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|
|
1
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|
Northeast
|
|
258
|
|
|
88
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|
|
140
|
|
|
30
|
|
|
—
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|
Northwest
|
|
131
|
|
|
44
|
|
|
63
|
|
|
21
|
|
|
3
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|
South
|
|
188
|
|
|
110
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|
|
53
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|
|
25
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|
|
—
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|
Southwest
|
|
131
|
|
|
47
|
|
|
60
|
|
|
23
|
|
|
1
|
|
|
|
852
|
|
|
370
|
|
|
359
|
|
|
118
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|
|
5
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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
|
|
Stores
|
|
Owned
|
|
861
|
|
Denver, CO
|
|
Stores
|
|
Leased
|
|
20
|
|
Goodyear, AZ
|
|
Direct to customer
|
|
Owned
|
|
960
|
|
Hayward, CA
|
|
Stores
|
|
Owned
|
|
386
|
|
Houston, TX
|
|
Stores
|
|
Owned
|
|
1,124
|
|
Joppa, MD
|
|
Stores
|
|
Owned
|
|
850
|
|
Kapolei, HI
|
|
Stores
|
|
Leased
|
|
260
|
|
Los Angeles, CA
|
|
Stores
|
|
Owned
|
|
1,178
|
|
Martinsburg, WV
|
|
Direct to customer
|
|
Owned
|
|
1,300
|
|
Miami, FL
|
|
Stores
|
|
Leased
|
|
535
|
|
Portland, TN
|
|
Direct to customer
|
|
Owned
|
|
950
|
|
Raritan, NJ
|
|
Stores
|
|
Owned
|
|
980
|
|
Sacramento, CA
|
|
Direct to customer
|
|
Leased
|
|
385
|
|
Secaucus, NJ
|
|
Stores
|
|
Leased
|
|
675
|
|
South Windsor, CT
|
|
Stores
|
|
Owned
|
|
510
|
|
Stone Mountain, GA
|
|
Stores
|
|
Owned
|
|
1,000
|
|
Tampa, FL
|
|
Stores
|
|
Owned
|
|
670
|
|
Tulsa, OK
|
|
Direct to customer
|
|
Owned
|
|
1,300
|
|
Tukwila, WA
|
|
Stores
|
|
Leased
|
|
500
|
|
Union City, CA
|
|
Stores
|
|
Leased
|
|
165
|
|
Youngstown, OH
|
|
Stores
|
|
Owned
|
|
851
|
|
Item 3.
|
Legal Proceedings.
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Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
2017
|
|
2016
|
||||||||||||||
|
Low
|
|
High
|
|
Dividend
|
|
Low
|
|
High
|
|
Dividend
|
||||||
1st Quarter
|
27.72
|
|
|
34.37
|
|
|
0.3775
|
|
|
37.71
|
|
|
45.50
|
|
|
0.3600
|
|
2nd Quarter
|
20.85
|
|
|
29.83
|
|
|
0.3775
|
|
|
29.94
|
|
|
40.15
|
|
|
0.3775
|
|
3rd Quarter
|
19.32
|
|
|
24.45
|
|
|
0.3775
|
|
|
31.02
|
|
|
40.98
|
|
|
0.3775
|
|
4th Quarter
|
17.41
|
|
|
27.64
|
|
|
0.3775
|
|
|
28.55
|
|
|
45.41
|
|
|
0.3775
|
|
|
Total
Number
of Shares
Purchased
|
|
Average
Price per
Share ($)
|
|
Number of Shares
Purchased under
Program (1)
|
|
Open
Authorization
Remaining ($)(1)
|
||||
|
(thousands)
|
|
|
|
(thousands)
|
|
(millions)
|
||||
October 29, 2017 – November 25, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
1,716
|
|
November 26, 2017 – December 30, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
1,716
|
|
December 31, 2017 – February 3, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
1,716
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(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
$18 billion
of Common Stock. All authorizations are cumulative and do not have an expiration date. As of
February 3, 2018
,
$1,716 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.
|
Item 6.
|
Selected Financial Data.
|
|
2017*
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(millions, except per share)
|
||||||||||||||||||
Consolidated Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
24,837
|
|
|
$
|
25,778
|
|
|
$
|
27,079
|
|
|
$
|
28,105
|
|
|
$
|
27,931
|
|
Cost of sales
|
(15,152
|
)
|
|
(15,621
|
)
|
|
(16,496
|
)
|
|
(16,863
|
)
|
|
(16,725
|
)
|
|||||
Gross margin
|
9,685
|
|
|
10,157
|
|
|
10,583
|
|
|
11,242
|
|
|
11,206
|
|
|||||
Selling, general and administrative expenses
|
(8,131
|
)
|
|
(8,474
|
)
|
|
(8,468
|
)
|
|
(8,447
|
)
|
|
(8,514
|
)
|
|||||
Gains on sale of real estate
|
544
|
|
|
209
|
|
|
212
|
|
|
92
|
|
|
74
|
|
|||||
Restructuring, impairment, store closing and other costs
|
(186
|
)
|
|
(479
|
)
|
|
(288
|
)
|
|
(87
|
)
|
|
(88
|
)
|
|||||
Settlement charges
|
(105
|
)
|
|
(98
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
1,807
|
|
|
1,315
|
|
|
2,039
|
|
|
2,800
|
|
|
2,678
|
|
|||||
Interest expense
|
(321
|
)
|
|
(367
|
)
|
|
(363
|
)
|
|
(395
|
)
|
|
(390
|
)
|
|||||
Net premiums on early retirement of debt
|
10
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|||||
Interest income
|
11
|
|
|
4
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|||||
Income before income taxes
|
1,507
|
|
|
952
|
|
|
1,678
|
|
|
2,390
|
|
|
2,290
|
|
|||||
Federal, state and local income tax benefit (expense) (a)
|
29
|
|
|
(341
|
)
|
|
(608
|
)
|
|
(864
|
)
|
|
(804
|
)
|
|||||
Net income
|
1,536
|
|
|
611
|
|
|
1,070
|
|
|
1,526
|
|
|
1,486
|
|
|||||
Net loss attributable to noncontrolling interest
|
11
|
|
|
8
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Macy's, Inc. shareholders
|
$
|
1,547
|
|
|
$
|
619
|
|
|
$
|
1,072
|
|
|
$
|
1,526
|
|
|
$
|
1,486
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share attributable to
Macy's, Inc. shareholders |
$
|
5.07
|
|
|
$
|
2.01
|
|
|
$
|
3.26
|
|
|
$
|
4.30
|
|
|
$
|
3.93
|
|
Diluted earnings per share attributable to
Macy's, Inc. shareholders |
$
|
5.04
|
|
|
$
|
1.99
|
|
|
$
|
3.22
|
|
|
$
|
4.22
|
|
|
$
|
3.86
|
|
Average number of shares outstanding
|
305.4
|
|
|
308.5
|
|
|
328.4
|
|
|
355.2
|
|
|
378.3
|
|
|||||
Cash dividends paid per share
|
$
|
1.5100
|
|
|
$
|
1.4925
|
|
|
$
|
1.3925
|
|
|
$
|
1.1875
|
|
|
$
|
.9500
|
|
Depreciation and amortization
|
$
|
991
|
|
|
$
|
1,058
|
|
|
$
|
1,061
|
|
|
$
|
1,036
|
|
|
$
|
1,020
|
|
Capital expenditures
|
$
|
760
|
|
|
$
|
912
|
|
|
$
|
1,113
|
|
|
$
|
1,068
|
|
|
$
|
863
|
|
Balance Sheet Data (at year end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,455
|
|
|
$
|
1,297
|
|
|
$
|
1,109
|
|
|
$
|
2,246
|
|
|
$
|
2,273
|
|
Property and Equipment - net
|
6,672
|
|
|
7,017
|
|
|
7,616
|
|
|
7,800
|
|
|
7,930
|
|
|||||
Total assets
|
19,381
|
|
|
19,851
|
|
|
20,576
|
|
|
21,330
|
|
|
21,499
|
|
|||||
Short-term debt
|
22
|
|
|
309
|
|
|
642
|
|
|
76
|
|
|
463
|
|
|||||
Long-term debt
|
5,861
|
|
|
6,562
|
|
|
6,995
|
|
|
7,233
|
|
|
6,688
|
|
|||||
Total Shareholders’ equity
|
5,661
|
|
|
4,322
|
|
|
4,253
|
|
|
5,378
|
|
|
6,249
|
|
*
|
53 weeks
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
1.
|
From
Familiar to Favorite
includes everything the Company does to further its brand awareness and identity to its core customers. Actions include understanding and anticipating customers’ needs, strengthening the Company's fashion authority and executing initiatives around its loyalty and pricing strategies. It celebrates the Company's iconic events and includes strategies to appeal to more value-oriented customers.
|
2.
|
It Must Be Macy’s
encompasses delivering the products and experiences customers love and are exclusive to the Company. This includes styles and home fashion for every day and special occasions, from the Company's leading private brands, as well as exclusive national brands or assortments.
|
3.
|
Every Experience Matters
, in-store and online. The Company's competitive advantage is the ability to combine the human touch in its physical stores with cutting-edge technology in its mobile applications and websites. Key to this point is the enhancement of a customer's experience
as they explore our stores, mobile applications and websites, find their favorite styles, sizes and colors, and receive their purchases through the shopping channels they prefer.
|
4.
|
Funding our Future
represents the decisions and actions the Company takes to identify and realize resources
to fuel growth. This involves a focus on cost reduction and reinvestment as well as creating value from the Company's real estate portfolio.
|
5.
|
What’s New, What’s Next
explores and develops innovations to turn consumer and technology trends to the Company's advantage and to drive growth. This includes exploring previously unmet customer needs and making smart investment decisions based on customer insights and analytics.
|
•
|
Overall, the Company had asset sale gains of $544 million, totaling $411 million in cash proceeds, in 2017. These gains and proceeds include the sale of its store and parking facility in downtown Minneapolis, the sale of an additional two floors of the downtown Seattle Macy's store (four floors were sold in a similar transaction in fiscal 2015) and additional gains and proceeds from Macy's Brooklyn transaction executed in 2015. In addition, the gains recognized in 2017 include those related to the 2016 sale of the Company's Union Square Men's store in San Francisco.
|
•
|
In 2016, the Company finalized the formation of a strategic alliance with Brookfield Asset Management ("Brookfield"), a leading global alternative asset manager, to create increased value in its real estate portfolio. Under the alliance, Brookfield has an exclusive right for up to 24 months to create a "pre-development plan" for each of approximately 50 Macy’s real estate assets, with an option for Macy’s to continue to identify and add assets into the alliance. Currently, the Company expects approximately two-thirds of these real estate assets to have potential for redevelopment. In February 2018, the Company announced that it had agreed to allow Brookfield to redevelop nine of these assets once it has received the necessary approvals. Upon the completion of approval and entitlements, Macy’s will either sell its interests in the individual assets to Brookfield or contribute them into individual joint ventures. If sold, the cumulative value of the nine properties is estimated to be approximately $50 million plus a retained participation in the upside profits of the three largest assets.
|
•
|
In February 2018, the Company signed an agreement to sell the upper seven floors of its State Street store in Chicago to a private real estate fund sponsored by Brookfield. The Company expects to receive a total of $30 million upfront for the transaction, which includes a $3 million contribution towards redevelopment costs for migrating operations to the floors the Company will continue to own. In addition, the Company will receive a percentage of profit earned over and above a threshold internal rate of return.
|
•
|
Net sales, which include a 53rd week of operations, decreased 3.7% compared to 2016.
|
•
|
Comparable sales on an owned basis decreased
2.2%
and comparable sales on an owned plus licensed basis decreased 1.9%.
|
•
|
Operating income for 2017 was
$1,807 million
or
7.3%
of sales; while operating income, excluding restructuring, impairment, store closing and other costs and settlement charges, was
$2,098 million
or
8.4%
of sales.
|
•
|
Federal, state, and local income tax benefit for 2017 was
$29 million
compared to expense of
$341 million
in 2016, due to U.S. federal tax reform which led to a non-cash tax benefit of $571 million associated with the remeasurement of the Company's deferred tax balances.
|
•
|
Net income attributable to Macy's, Inc. shareholders for 2017 was
$1,547 million
, an increase of
$928 million
from
$619 million
in 2016.
|
•
|
Diluted earnings per share attributable to Macy's, Inc. shareholders increased to
$5.04
in 2017 compared to
$1.99
in 2016. Diluted earnings per share attributable to Macy's, Inc. shareholders, excluding certain items, increased to $3.77 in 2017 from
$3.11
in 2016.
|
•
|
Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, restructuring, impairment, store closing and other costs and settlement charges) as a percent to net sales was
12.4%
in 2017, as compared to
11.4%
in 2016.
|
•
|
Return on invested capital ("ROIC"), a key measure of operating productivity, was 20.8% for 2017.
|
•
|
The Company repurchased or repaid approximately $950 million of debt in 2017, consisting of $247 million of debt repurchased in the open market, $300 million of a debt maturity and $400 million of debt repurchased in a tender offer ("tender offer").
|
•
|
Net sales estimated decline of approximately 0.5% to 2.0% from 2017 levels. Net sales in 2017 reflected a 53rd week of sales, whereas comparable sales below are on a 52-week basis.
|
•
|
Comparable sales on both an owned and owned plus licensed basis are estimated to be flat to up 1.0%.
|
•
|
Gross margin on retail sales is estimated to be flat to up slightly compared to 2017.
|
•
|
Credit income, reflecting changes from the new revenue recognition standard, estimated to be approximately $645 million to $665 million.
|
•
|
Selling, general and administrative expense dollars are expected to be approximately flat with 2017 or up slightly depending on sales.
|
•
|
Estimated asset sale gains of approximately $300 million to $325 million, including a successful sale of the Company's I. Magnin section of its Union Square store in San Francisco.
|
•
|
Estimated interest expense of approximately $255 million to $260 million.
|
•
|
Effective tax rate is expected to be 23.25%.
|
•
|
Diluted earnings per share attributable to Macy's, Inc. shareholders, excluding certain items, is expected to be $3.55 to $3.75.
|
•
|
Depreciation and amortization is expected to be approximately flat with 2017.
|
•
|
Capital expenditures are estimated at approximately $1,050 million.
|
|
Obligations Due, by Period
|
||||||||||||||||||
Total
|
|
Less than
1 Year
|
|
1 – 3
Years
|
|
3 – 5
Years
|
|
More than
5 Years
|
|||||||||||
(millions)
|
|||||||||||||||||||
Short-term debt
|
$
|
21
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
5,806
|
|
|
—
|
|
|
581
|
|
|
553
|
|
|
4,672
|
|
|||||
Interest on debt
|
3,114
|
|
|
286
|
|
|
566
|
|
|
500
|
|
|
1,762
|
|
|||||
Capital lease obligations
|
49
|
|
|
3
|
|
|
6
|
|
|
6
|
|
|
34
|
|
|||||
Operating leases
|
3,546
|
|
|
327
|
|
|
586
|
|
|
494
|
|
|
2,139
|
|
|||||
Letters of credit
|
28
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other obligations
|
4,525
|
|
|
2,476
|
|
|
1,026
|
|
|
230
|
|
|
793
|
|
|||||
|
$
|
17,089
|
|
|
$
|
3,141
|
|
|
$
|
2,765
|
|
|
$
|
1,783
|
|
|
$
|
9,400
|
|
|
|
14 weeks ended February 3, 2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
Increase (decrease) in comparable sales on an owned
basis (note 1)
|
|
1.3%
|
|
(2.2)%
|
|
(3.5)%
|
|
(3.0)%
|
|
0.7%
|
|
1.9%
|
Impact of growth in comparable sales of departments licensed to third parties (note 2)
|
|
0.1%
|
|
0.3%
|
|
0.6%
|
|
0.5%
|
|
0.7%
|
|
0.9%
|
Increase (decrease) in comparable sales on an owned plus licensed basis
|
|
1.4%
|
|
(1.9)%
|
|
(2.9)%
|
|
(2.5)%
|
|
1.4%
|
|
2.8%
|
(1)
|
Represents the period-to-period percentage change in net sales from stores in operation throughout the year presented and the immediately preceding year and all online sales, adjusting for the 53rd week in 2017, excluding commissions from departments licensed to third parties. Stores impacted by a natural disaster or undergoing significant expansion or shrinkage remain in the comparable sales calculation unless the store is closed for a significant period of time. Definitions and calculations of comparable sales differ among companies in the retail industry.
|
(2)
|
Represents the impact of including the sales of departments licensed to third parties occurring in stores in operation throughout the year presented and the immediately preceding year and all online sales, adjusting for the 53rd week in 2017, in the calculation of comparable sales. The Company licenses third parties to operate certain departments in its stores and online and receives commissions from these third parties based on a percentage of their net sales. In its financial statements prepared in conformity with GAAP, the Company includes these commissions (rather than sales of the departments licensed to third parties) in its net sales. The Company does not, however, include any amounts in respect of licensed department sales (or any commissions earned on such sales) in its comparable sales in accordance with GAAP (i.e., on an owned basis). The amounts of commissions earned on sales of departments licensed to third parties are not material to its net sales for the periods presented.
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(millions, except percentages)
|
||||||||||||||||||
Net sales
|
|
$
|
24,837
|
|
|
$
|
25,778
|
|
|
$
|
27,079
|
|
|
$
|
28,105
|
|
|
$
|
27,931
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income
|
|
$
|
1,807
|
|
|
$
|
1,315
|
|
|
$
|
2,039
|
|
|
$
|
2,800
|
|
|
$
|
2,678
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income as a percent to net sales
|
|
7.3
|
%
|
|
5.1
|
%
|
|
7.5
|
%
|
|
10.0
|
%
|
|
9.6
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income
|
|
$
|
1,807
|
|
|
$
|
1,315
|
|
|
$
|
2,039
|
|
|
$
|
2,800
|
|
|
$
|
2,678
|
|
Add back restructuring, impairment, store closing and
other costs |
|
186
|
|
|
479
|
|
|
288
|
|
|
87
|
|
|
88
|
|
|||||
Add back settlement charges
|
|
105
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income, excluding certain items
|
|
$
|
2,098
|
|
|
$
|
1,892
|
|
|
$
|
2,327
|
|
|
$
|
2,887
|
|
|
$
|
2,766
|
|
Operating income, excluding certain items, as a
percent to net sales |
|
8.4
|
%
|
|
7.3
|
%
|
|
8.6
|
%
|
|
10.3
|
%
|
|
9.9
|
%
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Diluted earnings per share attributable to
Macy's, Inc. shareholders |
|
$
|
5.04
|
|
|
$
|
1.99
|
|
|
$
|
3.22
|
|
|
$
|
4.22
|
|
|
$
|
3.86
|
|
Add back the pre-tax impact of restructuring, impairment, store closing and other costs
|
|
0.61
|
|
|
1.54
|
|
|
0.86
|
|
|
0.24
|
|
|
0.23
|
|
|||||
Add back the pre-tax impact of settlement charges
|
|
0.34
|
|
|
0.31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Add back (deduct) the pre-tax impact of net premiums on the early retirement of debt
|
|
(0.03
|
)
|
|
—
|
|
|
—
|
|
|
0.05
|
|
|
—
|
|
|||||
Deduct the income tax impact of certain items identified above
|
|
(0.33
|
)
|
|
(0.73
|
)
|
|
(0.31
|
)
|
|
(0.11
|
)
|
|
(0.09
|
)
|
|||||
Deduct the deferred tax effects of federal tax reform
|
|
(1.86
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Diluted earnings per share attributable to
Macy's, Inc. shareholders, excluding certain items |
|
$
|
3.77
|
|
|
$
|
3.11
|
|
|
$
|
3.77
|
|
|
$
|
4.40
|
|
|
$
|
4.00
|
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(millions, except percentages)
|
||||||||||||||||||
Net sales
|
|
$
|
24,837
|
|
|
$
|
25,778
|
|
|
$
|
27,079
|
|
|
$
|
28,105
|
|
|
$
|
27,931
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
1,536
|
|
|
$
|
611
|
|
|
$
|
1,070
|
|
|
$
|
1,526
|
|
|
$
|
1,486
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income as a percent to net sales
|
|
6.2
|
%
|
|
2.4
|
%
|
|
4.0
|
%
|
|
5.4
|
%
|
|
5.3
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
1,536
|
|
|
$
|
611
|
|
|
$
|
1,070
|
|
|
$
|
1,526
|
|
|
$
|
1,486
|
|
Add back restructuring, impairment, store
closing and other costs |
|
186
|
|
|
479
|
|
|
288
|
|
|
87
|
|
|
88
|
|
|||||
Add back settlement charges
|
|
105
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Add back interest expense - net
|
|
310
|
|
|
363
|
|
|
361
|
|
|
393
|
|
|
388
|
|
|||||
Add back (deduct) net premiums on the early retirement of debt
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|||||
Add back (deduct) federal, state and local income
tax expense (benefit) |
|
(29
|
)
|
|
341
|
|
|
608
|
|
|
864
|
|
|
804
|
|
|||||
Adjusted EBIT
|
|
$
|
2,098
|
|
|
$
|
1,892
|
|
|
$
|
2,327
|
|
|
$
|
2,887
|
|
|
$
|
2,766
|
|
Adjusted EBIT as a percent to net sales
|
|
8.4
|
%
|
|
7.3
|
%
|
|
8.6
|
%
|
|
10.3
|
%
|
|
9.9
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Add back depreciation and amortization
|
|
991
|
|
|
1,058
|
|
|
1,061
|
|
|
1,036
|
|
|
1,020
|
|
|||||
Adjusted EBITDA
|
|
$
|
3,089
|
|
|
$
|
2,950
|
|
|
$
|
3,388
|
|
|
$
|
3,923
|
|
|
$
|
3,786
|
|
Adjusted EBITDA as a percent to net sales
|
|
12.4
|
%
|
|
11.4
|
%
|
|
12.5
|
%
|
|
14.0
|
%
|
|
13.6
|
%
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(millions, except percentages)
|
||||||||||||||||||
Operating income
|
|
$
|
1,807
|
|
|
$
|
1,315
|
|
|
$
|
2,039
|
|
|
$
|
2,800
|
|
|
$
|
2,678
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property and equipment - net
|
|
$
|
6,845
|
|
|
$
|
7,317
|
|
|
$
|
7,708
|
|
|
$
|
7,865
|
|
|
$
|
8,063
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income as a percent to property and
equipment - net |
|
26.4
|
%
|
|
18.0
|
%
|
|
26.5
|
%
|
|
35.6
|
%
|
|
33.2
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income
|
|
$
|
1,807
|
|
|
$
|
1,315
|
|
|
$
|
2,039
|
|
|
$
|
2,800
|
|
|
$
|
2,678
|
|
Add back restructuring, impairment, store closing and
other costs |
|
186
|
|
|
479
|
|
|
288
|
|
|
87
|
|
|
88
|
|
|||||
Add back settlement charges
|
|
105
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Add back depreciation and amortization
|
|
991
|
|
|
1,058
|
|
|
1,061
|
|
|
1,036
|
|
|
1,020
|
|
|||||
Add back rent expense, net
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate
|
|
325
|
|
|
319
|
|
|
301
|
|
|
279
|
|
|
268
|
|
|||||
Personal property
|
|
10
|
|
|
11
|
|
|
12
|
|
|
12
|
|
|
11
|
|
|||||
Deferred rent amortization
|
|
14
|
|
|
9
|
|
|
8
|
|
|
7
|
|
|
8
|
|
|||||
Adjusted operating income
|
|
$
|
3,438
|
|
|
$
|
3,289
|
|
|
$
|
3,709
|
|
|
$
|
4,221
|
|
|
$
|
4,073
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property and equipment - net
|
|
$
|
6,845
|
|
|
$
|
7,317
|
|
|
$
|
7,708
|
|
|
$
|
7,865
|
|
|
$
|
8,063
|
|
Add back accumulated depreciation and amortization
|
|
4,733
|
|
|
5,088
|
|
|
5,457
|
|
|
5,830
|
|
|
6,007
|
|
|||||
Add capitalized value of non-capitalized leases
|
|
2,792
|
|
|
2,712
|
|
|
2,568
|
|
|
2,384
|
|
|
2,296
|
|
|||||
Add (deduct) other selected assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Receivables
|
|
327
|
|
|
402
|
|
|
338
|
|
|
336
|
|
|
339
|
|
|||||
Merchandise inventories
|
|
5,712
|
|
|
6,012
|
|
|
6,226
|
|
|
6,155
|
|
|
6,065
|
|
|||||
Prepaid expenses and other current assets
|
|
422
|
|
|
456
|
|
|
453
|
|
|
443
|
|
|
398
|
|
|||||
Other assets
|
|
830
|
|
|
881
|
|
|
775
|
|
|
784
|
|
|
659
|
|
|||||
Merchandise accounts payable
|
|
(2,115
|
)
|
|
(2,173
|
)
|
|
(2,366
|
)
|
|
(2,472
|
)
|
|
(2,520
|
)
|
|||||
Accounts payable and accrued liabilities
|
|
(3,027
|
)
|
|
(2,924
|
)
|
|
(2,677
|
)
|
|
(2,511
|
)
|
|
(2,328
|
)
|
|||||
Total average invested capital
|
|
$
|
16,519
|
|
|
$
|
17,771
|
|
|
$
|
18,482
|
|
|
$
|
18,814
|
|
|
$
|
18,979
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ROIC
|
|
20.8
|
%
|
|
18.5
|
%
|
|
20.1
|
%
|
|
22.4
|
%
|
|
21.5
|
%
|
|
|
2017 (Unaudited)
|
|
||||||||||
|
|
As Reported
|
|
New Revenue Standard Adjustments
|
|
As Adjusted
|
|
||||||
Consolidated Statement of Income:
|
|
(dollars in millions, except per share figures)
|
|
||||||||||
Net sales
|
|
$
|
24,837
|
|
|
$
|
104
|
|
|
$
|
24,941
|
|
|
Credit card revenues, net
|
|
—
|
|
|
702
|
|
|
702
|
|
|
|||
Cost of sales
|
|
(15,152
|
)
|
|
(30
|
)
|
|
(15,182
|
)
|
|
|||
Selling, general and administrative expenses
|
|
(8,131
|
)
|
|
(766
|
)
|
|
(8,897
|
)
|
|
|||
Federal, state and local income tax benefit
|
|
29
|
|
|
(2
|
)
|
|
27
|
|
|
|||
Net income attributable to
Macy's, Inc. shareholders
|
|
1,547
|
|
|
8
|
|
|
1,555
|
|
|
|||
Diluted earnings per share attributable to
Macy's, Inc. shareholders
|
|
5.04
|
|
|
0.02
|
|
|
5.06
|
|
|
|
|
2016 (Unaudited)
|
|
||||||||||
|
|
As Reported
|
|
New Revenue Standard Adjustments
|
|
As Adjusted
|
|
||||||
Consolidated Statement of Income:
|
|
(dollars in millions, except per share figures)
|
|
||||||||||
Net sales
|
|
$
|
25,778
|
|
|
$
|
132
|
|
|
$
|
25,910
|
|
|
Credit card revenues, net
|
|
—
|
|
|
656
|
|
|
656
|
|
|
|||
Cost of sales
|
|
(15,621
|
)
|
|
(46
|
)
|
|
(15,667
|
)
|
|
|||
Selling, general and administrative expenses
|
|
(8,474
|
)
|
|
(728
|
)
|
|
(9,202
|
)
|
|
|||
Federal, state and local income tax expense
|
|
(341
|
)
|
|
(5
|
)
|
|
(346
|
)
|
|
|||
Net income attributable to
Macy's, Inc. shareholders
|
|
619
|
|
|
9
|
|
|
628
|
|
|
|||
Diluted earnings per share attributable to
Macy's, Inc. shareholders
|
|
1.99
|
|
|
0.03
|
|
|
2.02
|
|
|
|
|
2017 (Unaudited)
|
|
|||||||||||
|
|
As Reported
|
|
New Revenue Standard Adjustments
|
|
As Adjusted
|
|
|||||||
Consolidated Balance Sheet:
|
|
(dollars in millions)
|
|
|||||||||||
Prepaid expenses and other current assets
|
448
|
|
$
|
448
|
|
|
$
|
201
|
|
|
$
|
649
|
|
|
Accounts payable and accrued liabilities
|
3,167
|
|
3,167
|
|
|
102
|
|
|
3,269
|
|
|
|||
Deferred income taxes
|
1,122
|
|
1,122
|
|
|
25
|
|
|
1,147
|
|
|
|||
Total Shareholders' equity
|
5,661
|
|
5,661
|
|
|
74
|
|
|
5,735
|
|
|
|
|
2016 (Unaudited)
|
|
|||||||||||
|
|
As Reported
|
|
New Revenue Standard Adjustments
|
|
As Adjusted
|
|
|||||||
Consolidated Balance Sheet:
|
|
(dollars in millions)
|
|
|||||||||||
Prepaid expenses and other current assets
|
448
|
|
$
|
408
|
|
|
$
|
232
|
|
|
$
|
640
|
|
|
Accounts payable and accrued liabilities
|
3,167
|
|
3,563
|
|
|
143
|
|
|
3,706
|
|
|
|||
Deferred income taxes
|
1,122
|
|
1,443
|
|
|
35
|
|
|
1,478
|
|
|
|||
Total Shareholders' equity
|
5,661
|
|
4,322
|
|
|
54
|
|
|
4,376
|
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8.
|
Consolidated Financial Statements and Supplementary Data.
|
|
Page
|
Consolidated Statements of Income for the fiscal years ended February 3, 2018, January 28, 2017, and January 30, 2016
|
|
Consolidated Statements of Comprehensive Income for the fiscal years ended
February 3, 2018, January 28, 2017, and January 30, 2016 |
|
Consolidated Balance Sheets as of February 3, 2018 and January 28, 2017
|
|
Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended
February 3, 2018, January 28, 2017, and January 30, 2016 |
|
Consolidated Statements of Cash Flows for the fiscal years ended
February 3, 2018, January 28, 2017, and January 30, 2016 |
|
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.
|
Name
|
|
Age
|
|
Director Since
|
|
Principal Occupation
|
Francis S. Blake
|
|
68
|
|
2015
|
|
Former Chairman and Chief Executive Officer of The Home Depot, Inc.
|
John A. Bryant
|
|
52
|
|
2015
|
|
Former Chairman and Chief Executive Officer of Kellogg Company.
|
Deirdre P. Connelly
|
|
57
|
|
2008
|
|
Former President, North American Pharmaceuticals of GlaxoSmithKline, a global pharmaceutical company.
|
Leslie D. Hale
|
|
45
|
|
2015
|
|
Chief Operating Officer since 2016, Chief Financial Officer since 2007 and Executive Vice President since 2013 of RLJ Lodging Trust, a publicly-traded lodging real estate investment trust.
|
William H. Lenehan
|
|
41
|
|
2016
|
|
President and Chief Executive Officer of Four Corners Property Trust, Inc., a real estate investment trust, since August 2015.
|
Sara Levinson
|
|
67
|
|
1997
|
|
Co-Founder and Director of Katapult, a digital entertainment company making products for today's creative generation, since April 2013.
|
Joyce M. Roché
|
|
71
|
|
2006
|
|
Former President and Chief Executive Officer of Girls Incorporated, a national non-profit research, education and advocacy organization.
|
Paul C. Varga
|
|
54
|
|
2012
|
|
Chairman of Brown-Forman Corporation, a spirits and wine company, since August 2007 and Chief Executive Officer since 2005.
|
Marna C. Whittington
|
|
70
|
|
1993
|
|
Former Chief Executive Officer of Allianz Global Investors Capital, a diversified global investment firm.
|
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
|
|
|
|
|
|
|
|
3.1.1
|
|
Certificate of Designations of Series A Junior Participating Preferred Stock
|
|
|
|
|
|
|
|
3.1.2
|
|
Article Seventh of the Amended and Restated Certificate of Incorporation
|
|
|
|
|
|
|
|
3.2
|
|
Amended and Restated By-Laws
|
|
|
|
|
|
|
|
4.1
|
|
Amended and Restated Certificate of Incorporation
|
|
|
|
|
|
|
|
4.2
|
|
Amended and Restated By-Laws
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
4.4.1
|
|
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
|
|
|
|
|
|
|
|
4.4.2
|
|
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
|
|
|
|
|
|
|
|
4.4.3
|
|
Guarantee of Securities, dated as of August 30, 2005, by the Company relating to the 1994 Indenture
|
|
|
|
|
|
|
|
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”)
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
4.5.4
|
|
Guarantee of Securities, dated as of August 30, 2005, by the Company relating to the 1997 Indenture
|
|
|
|
|
|
|
|
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”)
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
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”)
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
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
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
4.8.1
|
|
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
|
|
|
|
|
|
|
|
4.8.2
|
|
Sixth Supplemental Indenture to the 2006 Indenture, dated December 10, 2015, among Macy's Retail, the Company and U.S. Bank National Association, as Trustee
|
|
|
|
|
|
|
|
4.9
|
|
Indenture, dated as of January 13, 2012, among Macy's Retail, the Company and BNY Mellon, as Trustee (the "2012 Indenture")
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
4.9.5
|
|
Fifth Supplemental Trust Indenture, dated as of September 6, 2013, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee
|
|
|
|
|
|
|
|
4.9.6
|
|
Sixth Supplemental Trust Indenture, dated as of May 23, 2014, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee
|
|
|
|
|
|
|
|
4.9.7
|
|
Seventh Supplemental Trust Indenture, dated as of November 18, 2014, among Macy's Retail, as issuer, the Company, as guarantor, and BNY Mellon, as trustee
|
|
|
|
|
|
|
|
10.1
|
|
Credit Agreement, dated as of May 6, 2016, 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
|
|
|
|
|
|
|
|
10.2
|
|
Guarantee Agreement, dated as of May 6, 2016, among the Company, Macy's Retail, certain subsidiary guarantors and JPMorgan Chase Bank, N.A., as paying agent
|
|
|
|
|
|
|
|
10.3
|
|
Tax Sharing Agreement, dated as of October 31, 2014, among Macy's, Inc. and members of the Affiliated Group
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
10.4+
|
|
Amended and Restated Credit Card Program Agreement, dated November 10, 2014, among the Company, FDS Bank, Macy's Credit and Customer Services, Inc. (“MCCS”), Macy's West Stores, Inc., Bloomingdales, Inc., Department Stores National Bank ("DSNB") and Citibank, N.A.
|
|
|
|
|
|
|
|
10.5
|
|
1995 Executive Equity Incentive Plan, as amended and restated as of June 1, 2007 (the “1995 Plan”) *
|
|
|
|
|
|
|
|
10.6
|
|
Senior Executive Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.7
|
|
1994 Stock Incentive Plan, as amended and restated as of June 1, 2007 *
|
|
|
|
|
|
|
|
10.8
|
|
Form of Indemnification Agreement *
|
|
Exhibit 10.14 to the Registration Statement on Form 10 (File No. 1-10951), filed on November 27, 1991
|
|
|
|
|
|
10.9
|
|
Executive Severance Plan, effective November 1, 2009, as revised and restated January 1, 2014 *
|
|
|
|
|
|
|
|
10.9.1
|
|
|
|
|
|
|
|
|
|
10.10
|
|
Form of Non-Qualified Stock Option Agreement for the 1995 Plan (for Executives and Key Employees) *
|
|
|
|
|
|
|
|
10.10.1
|
|
Form of Non-Qualified Stock Option Agreement for the 1995 Plan (for Executives and Key Employees), as amended *
|
|
|
|
|
|
|
|
10.10.2
|
|
Form of Non-Qualified Stock Option Agreement for the 1994 Stock Incentive Plan *
|
|
|
|
|
|
|
|
10.10.3
|
|
Form of Nonqualified Stock Option Agreement under the 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees) *
|
|
|
|
|
|
|
|
10.10.4
|
|
Form of Nonqualified Stock Option Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees) *
|
|
|
|
|
|
|
|
10.10.5
|
|
|
|
|
|
|
|
|
|
10.11
|
|
Form of Restricted Stock Agreement for the 1994 Stock Incentive Plan *
|
|
|
|
|
|
|
|
10.11.1
|
|
Form of Time-Based Restricted Stock Agreement under the 2009 Omnibus Incentive Compensation
Plan *
|
|
|
|
|
|
|
|
10.12
|
|
2016-2018 Performance-Based Restricted Stock Unit Terms and Conditions *
|
|
|
|
|
|
|
|
10.12.1
|
|
2017-2019 Performance-Based Restricted Stock Unit Terms and Conditions *
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
|
|
|
|
|
10.12.2
|
|
|
|
|
|
|
|
|
|
10.13
|
|
Form of Time-Based Restricted Stock Unit Agreement under the 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.13.1
|
|
Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.13.2
|
|
|
|
|
|
|
|
|
|
10.13.3
|
|
|
|
|
|
|
|
|
|
10.14
|
|
Supplementary Executive Retirement Plan *
|
|
|
|
|
|
|
|
10.14.1
|
|
First Amendment to the Supplementary Executive Retirement Plan effective January 1, 2012 *
|
|
|
|
|
|
|
|
10.14.2
|
|
Second Amendment to Supplementary Executive Retirement Plan effective January 1, 2012 *
|
|
|
|
|
|
|
|
10.14.3
|
|
Third Amendment to Supplementary Executive Retirement Plan effective December 31, 2013 *
|
|
|
|
|
|
|
|
10.15
|
|
Executive Deferred Compensation Plan *
|
|
|
|
|
|
|
|
10.15.1
|
|
First Amendment to Executive Deferred Compensation Plan effective December 19, 2013 *
|
|
|
|
|
|
|
|
10.16
|
|
Macy's, Inc. 401(k) Retirement Investment Plan (the "Plan") (amending and restating the Macy's, Inc. 401(k) Retirement Investment Plan) effective as of January 1, 2014 *
|
|
|
|
|
|
|
|
10.16.1
|
|
First Amendment to the Plan regarding matching contributions with respect to the Plan’s plan years beginning on and after January 1, 2014, effective January 1, 2014 *
|
|
|
|
|
|
|
|
10.16.2
|
|
Second Amendment to the Plan regarding marriage status, effective January 1, 2014 *
|
|
|
|
|
|
|
|
10.16.3
|
|
Third Amendment to the Plan regarding matching contributions with respect to the Plan’s plan years beginning on and after January 1, 2014 *
|
|
|
|
|
|
|
|
10.16.4
|
|
Fourth Amendment to the Plan regarding rules applicable to Puerto Rico participants effective January 1, 2011 (and for the Plan's plan years beginning on and after that date)*
|
|
|
|
|
|
|
|
10.16.5
|
|
Fifth Amendment to the Plan regarding eligible associates to participate (pre-tax deferrals only, no match) immediately upon hire*
|
|
|
|
|
|
|
|
10.17
|
|
Director Deferred Compensation Plan *
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
10.18
|
|
Macy's, Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.19
|
|
Macy's, Inc. Deferred Compensation Plan *
|
|
|
|
|
|
|
|
10.19.1
|
|
First Amendment to Deferred Compensation Plan regarding special rules of eligibility for newly eligible participants, effective April 1, 2014 *
|
|
|
|
|
|
|
|
10.19.2
|
|
Second Amendment to Deferred Compensation Plan regarding payment rules for plan years that begin on or after January 1, 2015, effective January 1, 2014 *
|
|
|
|
|
|
|
|
10.19.3
|
|
Third Amendment to Deferred Compensation Plan regarding a lump sum distribution from account if its balance does not exceed a certain amount, effective July 1, 2015*
|
|
|
|
|
|
|
|
10.20
|
|
|
|
|
|
|
|
|
|
10.21
|
|
Amended and Restated Time Sharing Agreement between Macy's, Inc. and Terry J. Lundgren, dated August 21, 2014 *
|
|
|
|
|
|
|
|
10.21.1
|
|
|
|
|
|
|
|
|
|
10.22
|
|
General Release with Addendum between Macy's, Inc. and Peter R. Sachse *
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
|
|
101
|
|
The following financial statements from Macy's, Inc.’s Annual Report on Form 10-K for the year ended February 3, 2018, filed on April 4, 2018, 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 block 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.
|
|
MACY’S, INC.
|
|
|
|
|
|
By:
|
/s/ ELISA D. GARCIA
|
|
|
Elisa D. Garcia
Chief Legal Officer and Secretary
|
|
|
|
|
|
*
|
|
*
|
|
*
|
Jeff Gennette
|
|
Karen M. Hoguet
|
|
Felicia Williams
|
|
|
|
|
|
Chief Executive Officer (principal executive officer), Chairman of the Board and Director
|
|
Chief Financial Officer (principal financial officer)
|
|
Executive Vice President, Controller and Enterprise Risk Officer (principal accounting officer)
|
|
|
|
|
|
*
|
|
*
|
|
*
|
Francis S. Blake
|
|
John A. Bryant
|
|
Deirdre P. Connelly
|
|
|
|
|
|
Director
|
|
Director
|
|
Director
|
|
|
|
|
|
*
|
|
*
|
|
*
|
Leslie D. Hale
|
|
William H. Lenehan
|
|
Sara Levinson
|
|
|
|
|
|
Director
|
|
Director
|
|
Director
|
|
|
|
|
|
*
|
|
*
|
|
*
|
Joyce M. Roché
|
|
Paul C. Varga
|
|
Marna C. Whittington
|
|
|
|
|
|
Director
|
|
Director
|
|
Director
|
|
|
|
|
|
*
|
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/ ELISA D. GARCIA
|
|
|
Elisa D. Garcia
Attorney-in-Fact
|
|
Page
|
Consolidated Statements of Income for the fiscal years ended
February 3, 2018, January 28, 2017, and January 30, 2016 |
|
Consolidated Statements of Comprehensive Income for the fiscal years ended
February 3, 2018, January 28, 2017, and January 30, 2016 |
|
Consolidated Balance Sheets at February 3, 2018 and January 28, 2017
|
|
Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended
February 3, 2018, January 28, 2017, and January 30, 2016 |
|
Consolidated Statements of Cash Flows for the fiscal years ended
February 3, 2018, January 28, 2017, and January 30, 2016 |
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
$
|
24,837
|
|
|
$
|
25,778
|
|
|
$
|
27,079
|
|
Cost of sales
|
(15,152
|
)
|
|
(15,621
|
)
|
|
(16,496
|
)
|
|||
Gross margin
|
9,685
|
|
|
10,157
|
|
|
10,583
|
|
|||
Selling, general and administrative expenses
|
(8,131
|
)
|
|
(8,474
|
)
|
|
(8,468
|
)
|
|||
Gains on sale of real estate
|
544
|
|
|
209
|
|
|
212
|
|
|||
Restructuring, impairment, store closing and other costs
|
(186
|
)
|
|
(479
|
)
|
|
(288
|
)
|
|||
Settlement charges
|
(105
|
)
|
|
(98
|
)
|
|
—
|
|
|||
Operating income
|
1,807
|
|
|
1,315
|
|
|
2,039
|
|
|||
Interest expense
|
(321
|
)
|
|
(367
|
)
|
|
(363
|
)
|
|||
Net premiums on early retirement of debt
|
10
|
|
|
—
|
|
|
—
|
|
|||
Interest income
|
11
|
|
|
4
|
|
|
2
|
|
|||
Income before income taxes
|
1,507
|
|
|
952
|
|
|
1,678
|
|
|||
Federal, state and local income tax benefit (expense)
|
29
|
|
|
(341
|
)
|
|
(608
|
)
|
|||
Net income
|
1,536
|
|
|
611
|
|
|
1,070
|
|
|||
Net loss attributable to noncontrolling interest
|
11
|
|
|
8
|
|
|
2
|
|
|||
Net income attributable to Macy's, Inc. shareholders
|
$
|
1,547
|
|
|
$
|
619
|
|
|
$
|
1,072
|
|
Basic earnings per share attributable to
Macy's, Inc. shareholders
|
$
|
5.07
|
|
|
$
|
2.01
|
|
|
$
|
3.26
|
|
Diluted earnings per share attributable to
Macy's, Inc. shareholders |
$
|
5.04
|
|
|
$
|
1.99
|
|
|
$
|
3.22
|
|
|
|
|
|
|
|
||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
1,536
|
|
|
$
|
611
|
|
|
$
|
1,070
|
|
Other comprehensive income, net of taxes:
|
|
|
|
|
|
||||||
Net actuarial gain and prior service credit on post employment
and postretirement benefit plans, net of tax effect of $37 million and $42 million |
82
|
|
|
65
|
|
|
—
|
|
|||
Reclassifications to net income:
|
|
|
|
|
|
||||||
Net actuarial loss and prior service cost on post employment and postretirement benefit plans, net of tax effect of $13 million, $14 million and $19 million
|
22
|
|
|
22
|
|
|
29
|
|
|||
Settlement charges, net of tax effect of $37 million and $38 million
|
68
|
|
|
60
|
|
|
—
|
|
|||
Total other comprehensive income
|
172
|
|
|
147
|
|
|
29
|
|
|||
Comprehensive income
|
1,708
|
|
|
758
|
|
|
1,099
|
|
|||
Comprehensive loss attributable to noncontrolling interest
|
11
|
|
|
8
|
|
|
2
|
|
|||
Comprehensive income attributable to
Macy's, Inc. shareholders
|
$
|
1,719
|
|
|
$
|
766
|
|
|
$
|
1,101
|
|
|
|
|
|
||||
|
February 3, 2018
|
|
January 28, 2017
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,455
|
|
|
$
|
1,297
|
|
Receivables
|
363
|
|
|
522
|
|
||
Merchandise inventories
|
5,178
|
|
|
5,399
|
|
||
Prepaid expenses and other current assets
|
448
|
|
|
408
|
|
||
Total Current Assets
|
7,444
|
|
|
7,626
|
|
||
Property and Equipment – net
|
6,672
|
|
|
7,017
|
|
||
Goodwill
|
3,897
|
|
|
3,897
|
|
||
Other Intangible Assets – net
|
488
|
|
|
498
|
|
||
Other Assets
|
880
|
|
|
813
|
|
||
Total Assets
|
$
|
19,381
|
|
|
$
|
19,851
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
22
|
|
|
$
|
309
|
|
Merchandise accounts payable
|
1,590
|
|
|
1,423
|
|
||
Accounts payable and accrued liabilities
|
3,167
|
|
|
3,563
|
|
||
Income taxes
|
296
|
|
|
352
|
|
||
Total Current Liabilities
|
5,075
|
|
|
5,647
|
|
||
Long-Term Debt
|
5,861
|
|
|
6,562
|
|
||
Deferred Income Taxes
|
1,122
|
|
|
1,443
|
|
||
Other Liabilities
|
1,662
|
|
|
1,877
|
|
||
Shareholders’ Equity:
|
|
|
|
||||
Common stock (304.8 and 304.1 shares outstanding)
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
676
|
|
|
617
|
|
||
Accumulated equity
|
7,174
|
|
|
6,088
|
|
||
Treasury stock
|
(1,456
|
)
|
|
(1,489
|
)
|
||
Accumulated other comprehensive loss
|
(724
|
)
|
|
(896
|
)
|
||
Total Macy's, Inc. Shareholders’ Equity
|
5,673
|
|
|
4,323
|
|
||
Noncontrolling interest
|
(12
|
)
|
|
(1
|
)
|
||
Total Shareholders' Equity
|
5,661
|
|
|
4,322
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
19,381
|
|
|
$
|
19,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Equity
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Macy's, Inc.
Shareholders’
Equity
|
|
Non-controlling
Interest
|
|
Total Shareholders' Equity
|
||||||||||||||||
Balance at January 31, 2015
|
$
|
4
|
|
|
$
|
1,048
|
|
|
$
|
7,340
|
|
|
$
|
(1,942
|
)
|
|
$
|
(1,072
|
)
|
|
$
|
5,378
|
|
|
$
|
—
|
|
|
$
|
5,378
|
|
Net income (loss)
|
|
|
|
|
1,072
|
|
|
|
|
|
|
1,072
|
|
|
(2
|
)
|
|
1,070
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
29
|
|
|
29
|
|
|
|
|
29
|
|
|||||||||||||
Common stock dividends
($1.3925 per share)
|
|
|
|
|
(456
|
)
|
|
|
|
|
|
(456
|
)
|
|
|
|
(456
|
)
|
|||||||||||||
Stock repurchases
|
|
|
|
|
|
|
(2,001
|
)
|
|
|
|
(2,001
|
)
|
|
|
|
(2,001
|
)
|
|||||||||||||
Stock-based compensation
expense
|
|
|
64
|
|
|
|
|
|
|
|
|
64
|
|
|
|
|
64
|
|
|||||||||||||
Stock issued under stock plans
|
|
|
(64
|
)
|
|
|
|
226
|
|
|
|
|
162
|
|
|
|
|
162
|
|
||||||||||||
Retirement of common stock
|
(1
|
)
|
|
(427
|
)
|
|
(1,622
|
)
|
|
2,050
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Deferred compensation
plan distributions
|
|
|
|
|
|
|
2
|
|
|
|
|
2
|
|
|
|
|
2
|
|
|||||||||||||
Macy's China Limited
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||||||||||
Balance at January 30, 2016
|
3
|
|
|
621
|
|
|
6,334
|
|
|
(1,665
|
)
|
|
(1,043
|
)
|
|
4,250
|
|
|
3
|
|
|
4,253
|
|
||||||||
Net income (loss)
|
|
|
|
|
619
|
|
|
|
|
|
|
619
|
|
|
(8
|
)
|
|
611
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
147
|
|
|
147
|
|
|
|
|
147
|
|
|||||||||||||
Common stock dividends ($1.4925 per share)
|
|
|
|
|
(459
|
)
|
|
|
|
|
|
(459
|
)
|
|
|
|
(459
|
)
|
|||||||||||||
Stock repurchases
|
|
|
|
|
|
|
(316
|
)
|
|
|
|
(316
|
)
|
|
|
|
(316
|
)
|
|||||||||||||
Stock-based compensation
expense |
|
|
60
|
|
|
|
|
|
|
|
|
60
|
|
|
|
|
60
|
|
|||||||||||||
Stock issued under stock plans
|
|
|
(64
|
)
|
|
|
|
81
|
|
|
|
|
17
|
|
|
|
|
17
|
|
||||||||||||
Retirement of common stock
|
|
|
|
|
(406
|
)
|
|
406
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Deferred compensation
plan distributions
|
|
|
|
|
|
|
5
|
|
|
|
|
5
|
|
|
|
|
5
|
|
|||||||||||||
Macy's China Limited
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|||||||||||||
Balance at January 28, 2017
|
3
|
|
|
617
|
|
|
6,088
|
|
|
(1,489
|
)
|
|
(896
|
)
|
|
4,323
|
|
|
(1
|
)
|
|
4,322
|
|
||||||||
Net income (loss)
|
|
|
|
|
1,547
|
|
|
|
|
|
|
1,547
|
|
|
(11
|
)
|
|
1,536
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
172
|
|
|
172
|
|
|
|
|
172
|
|
|||||||||||||
Common stock dividends ($1.51 per share)
|
|
|
|
|
(461
|
)
|
|
|
|
|
|
(461
|
)
|
|
|
|
(461
|
)
|
|||||||||||||
Stock repurchases
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
|||||||||||||
Stock-based compensation
expense |
|
|
58
|
|
|
|
|
|
|
|
|
58
|
|
|
|
|
58
|
|
|||||||||||||
Stock issued under stock plans
|
|
|
(24
|
)
|
|
|
|
27
|
|
|
|
|
3
|
|
|
|
|
3
|
|
||||||||||||
Deferred compensation
plan distributions
|
|
|
|
|
|
|
7
|
|
|
|
|
7
|
|
|
|
|
7
|
|
|||||||||||||
Other
|
|
|
25
|
|
|
|
|
|
|
|
|
25
|
|
|
|
|
25
|
|
|||||||||||||
Balance at February 3, 2018
|
$
|
3
|
|
|
$
|
676
|
|
|
$
|
7,174
|
|
|
$
|
(1,456
|
)
|
|
$
|
(724
|
)
|
|
$
|
5,673
|
|
|
$
|
(12
|
)
|
|
$
|
5,661
|
|
|
|
|
|
|
|
||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,536
|
|
|
$
|
611
|
|
|
$
|
1,070
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||||||
Restructuring, impairment, store closing and other costs
|
186
|
|
|
479
|
|
|
288
|
|
|||
Settlement charges
|
105
|
|
|
98
|
|
|
—
|
|
|||
Depreciation and amortization
|
991
|
|
|
1,058
|
|
|
1,061
|
|
|||
Stock-based compensation expense
|
58
|
|
|
61
|
|
|
65
|
|
|||
Gains on sale of real estate
|
(544
|
)
|
|
(209
|
)
|
|
(212
|
)
|
|||
Amortization of financing costs and premium on acquired debt
|
(45
|
)
|
|
(14
|
)
|
|
(14
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
120
|
|
|
(1
|
)
|
|
(45
|
)
|
|||
(Increase) decrease in merchandise inventories
|
221
|
|
|
107
|
|
|
(60
|
)
|
|||
Increase in prepaid expenses and other current assets
|
(14
|
)
|
|
(8
|
)
|
|
—
|
|
|||
Increase (decrease) in merchandise accounts payable
|
162
|
|
|
(132
|
)
|
|
(78
|
)
|
|||
Increase (decrease) in accounts payable, accrued
liabilities and other items not separately identified |
(179
|
)
|
|
(127
|
)
|
|
116
|
|
|||
Increase (decrease) in current income taxes
|
(114
|
)
|
|
125
|
|
|
(69
|
)
|
|||
Decrease in deferred income taxes
|
(412
|
)
|
|
(139
|
)
|
|
(1
|
)
|
|||
Change in other assets and liabilities not separately identified
|
(127
|
)
|
|
(108
|
)
|
|
(137
|
)
|
|||
Net cash provided by operating activities
|
1,944
|
|
|
1,801
|
|
|
1,984
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(487
|
)
|
|
(596
|
)
|
|
(777
|
)
|
|||
Capitalized software
|
(273
|
)
|
|
(316
|
)
|
|
(336
|
)
|
|||
Acquisition of Bluemercury, Inc., net of cash acquired
|
—
|
|
|
—
|
|
|
(212
|
)
|
|||
Disposition of property and equipment
|
411
|
|
|
673
|
|
|
204
|
|
|||
Other, net
|
(24
|
)
|
|
52
|
|
|
29
|
|
|||
Net cash used by investing activities
|
(373
|
)
|
|
(187
|
)
|
|
(1,092
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Debt repaid
|
(954
|
)
|
|
(751
|
)
|
|
(152
|
)
|
|||
Dividends paid
|
(461
|
)
|
|
(459
|
)
|
|
(456
|
)
|
|||
Debt issued
|
—
|
|
|
—
|
|
|
499
|
|
|||
Increase (decrease) in outstanding checks
|
(15
|
)
|
|
61
|
|
|
(83
|
)
|
|||
Acquisition of treasury stock
|
(1
|
)
|
|
(316
|
)
|
|
(2,001
|
)
|
|||
Issuance of common stock
|
6
|
|
|
36
|
|
|
163
|
|
|||
Financing costs
|
(1
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|||
Proceeds from noncontrolling interest
|
13
|
|
|
6
|
|
|
5
|
|
|||
Net cash used by financing activities
|
(1,413
|
)
|
|
(1,426
|
)
|
|
(2,029
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
158
|
|
|
188
|
|
|
(1,137
|
)
|
|||
Cash and cash equivalents beginning of period
|
1,297
|
|
|
1,109
|
|
|
2,246
|
|
|||
Cash and cash equivalents end of period
|
$
|
1,455
|
|
|
$
|
1,297
|
|
|
$
|
1,109
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
361
|
|
|
$
|
396
|
|
|
$
|
383
|
|
Interest received
|
12
|
|
|
4
|
|
|
2
|
|
|||
Income taxes paid (net of refunds received)
|
496
|
|
|
352
|
|
|
635
|
|
|
1.
|
Organization and Summary of Significant Accounting Policies
|
|
2017
|
|
2016
|
|
2015
|
|||
Women’s Accessories, Intimate Apparel, Shoes, Cosmetics and Fragrances
|
38
|
%
|
|
38
|
%
|
|
38
|
%
|
Women’s Apparel
|
23
|
|
|
23
|
|
|
23
|
|
Men’s and Children’s
|
23
|
|
|
23
|
|
|
23
|
|
Home/Miscellaneous
|
16
|
|
|
16
|
|
|
16
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||||
Gross advertising and promotional costs
|
$
|
1,397
|
|
|
$
|
1,547
|
|
|
$
|
1,587
|
|
Cooperative advertising allowances
|
289
|
|
|
394
|
|
|
414
|
|
|||
Advertising and promotional costs, net of
cooperative advertising allowances |
$
|
1,108
|
|
|
$
|
1,153
|
|
|
$
|
1,173
|
|
Net sales
|
$
|
24,837
|
|
|
$
|
25,778
|
|
|
$
|
27,079
|
|
Advertising and promotional costs, net of cooperative
advertising allowances, as a percent to net sales |
4.5
|
%
|
|
4.5
|
%
|
|
4.3
|
%
|
|
|
|
2.
|
Restructuring, Impairment, Store Closing and Other Costs
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||||
Restructuring
|
$
|
120
|
|
|
$
|
168
|
|
|
$
|
123
|
|
Asset Impairments
|
53
|
|
|
265
|
|
|
148
|
|
|||
Other
|
13
|
|
|
46
|
|
|
17
|
|
|||
|
$
|
186
|
|
|
$
|
479
|
|
|
$
|
288
|
|
|
3.
|
Receivables
|
|
4.
|
Properties and Leases
|
|
February 3,
2018 |
|
January 28,
2017 |
||||
|
(millions)
|
||||||
Land
|
$
|
1,494
|
|
|
$
|
1,541
|
|
Buildings on owned land
|
4,106
|
|
|
4,212
|
|
||
Buildings on leased land and leasehold improvements
|
1,444
|
|
|
1,545
|
|
||
Fixtures and equipment
|
4,204
|
|
|
4,541
|
|
||
Leased properties under capitalized leases
|
34
|
|
|
34
|
|
||
|
11,282
|
|
|
11,873
|
|
||
Less accumulated depreciation and amortization
|
4,610
|
|
|
4,856
|
|
||
|
$
|
6,672
|
|
|
$
|
7,017
|
|
|
Capitalized
Leases
|
|
Operating
Leases
|
|
Total
|
||||||
|
(millions)
|
||||||||||
Fiscal year
|
|
|
|
|
|
||||||
2018
|
$
|
3
|
|
|
$
|
327
|
|
|
$
|
330
|
|
2019
|
3
|
|
|
312
|
|
|
315
|
|
|||
2020
|
3
|
|
|
274
|
|
|
277
|
|
|||
2021
|
3
|
|
|
259
|
|
|
262
|
|
|||
2022
|
3
|
|
|
235
|
|
|
238
|
|
|||
After 2022
|
34
|
|
|
2,139
|
|
|
2,173
|
|
|||
Total minimum lease payments
|
49
|
|
|
$
|
3,546
|
|
|
$
|
3,595
|
|
|
Less amount representing interest
|
22
|
|
|
|
|
|
|||||
Present value of net minimum capitalized lease payments
|
$
|
27
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||||
Real estate (excluding executory costs)
|
|
|
|
|
|
||||||
Operating leases –
|
|
|
|
|
|
||||||
Minimum rentals
|
$
|
317
|
|
|
$
|
312
|
|
|
$
|
288
|
|
Contingent rentals
|
11
|
|
|
12
|
|
|
19
|
|
|||
|
328
|
|
|
324
|
|
|
307
|
|
|||
Less income from subleases –
|
|
|
|
|
|
||||||
Operating leases
|
(3
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|||
|
$
|
325
|
|
|
$
|
319
|
|
|
$
|
301
|
|
Personal property – Operating leases
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
12
|
|
|
5.
|
Goodwill and Other Intangible Assets
|
|
February 3,
2018 |
|
January 28,
2017 |
||||
|
(millions)
|
||||||
Non-amortizing intangible assets
|
|
|
|
||||
Goodwill
|
$
|
9,279
|
|
|
$
|
9,279
|
|
Accumulated impairment losses
|
(5,382
|
)
|
|
(5,382
|
)
|
||
|
3,897
|
|
|
3,897
|
|
||
Tradenames
|
403
|
|
|
403
|
|
||
|
$
|
4,300
|
|
|
$
|
4,300
|
|
Amortizing intangible assets
|
|
|
|
||||
Favorable leases and other contractual assets
|
$
|
136
|
|
|
$
|
141
|
|
Tradenames
|
43
|
|
|
43
|
|
||
|
179
|
|
|
184
|
|
||
Accumulated amortization
|
|
|
|
||||
Favorable leases and other contractual assets
|
(87
|
)
|
|
(85
|
)
|
||
Tradenames
|
(7
|
)
|
|
(4
|
)
|
||
|
(94
|
)
|
|
(89
|
)
|
||
|
$
|
85
|
|
|
$
|
95
|
|
|
|
|
|
||||
Capitalized software
|
|
|
|
||||
Gross balance
|
$
|
1,364
|
|
|
$
|
1,396
|
|
Accumulated amortization
|
(663
|
)
|
|
(629
|
)
|
||
|
$
|
701
|
|
|
$
|
767
|
|
|
Amortizing intangible assets
|
|
Capitalized Software
|
||||
|
(millions)
|
||||||
Fiscal year
|
|
|
|
||||
2018
|
$
|
10
|
|
|
$
|
261
|
|
2019
|
9
|
|
|
183
|
|
||
2020
|
8
|
|
|
122
|
|
||
2021
|
6
|
|
|
51
|
|
||
2022
|
6
|
|
|
2
|
|
|
6.
|
Financing
|
|
February 3,
2018 |
|
January 28,
2017 |
||||
|
(millions)
|
||||||
Short-term debt:
|
|
|
|
||||
7.45% Senior debentures due 2017
|
$
|
—
|
|
|
$
|
300
|
|
Capital lease and current portion of other long-term obligations
|
22
|
|
|
9
|
|
||
|
$
|
22
|
|
|
$
|
309
|
|
Long-term debt:
|
|
|
|
||||
2.875% Senior notes due 2023
|
$
|
750
|
|
|
$
|
750
|
|
3.875% Senior notes due 2022
|
550
|
|
|
550
|
|
||
4.5% Senior notes due 2034
|
550
|
|
|
550
|
|
||
3.45% Senior notes due 2021
|
500
|
|
|
500
|
|
||
3.625% Senior notes due 2024
|
500
|
|
|
500
|
|
||
6.375% Senior notes due 2037
|
269
|
|
|
500
|
|
||
4.375% Senior notes due 2023
|
400
|
|
|
400
|
|
||
6.9% Senior debentures due 2029
|
397
|
|
|
400
|
|
||
6.7% Senior debentures due 2034
|
264
|
|
|
400
|
|
||
6.65% Senior debentures due 2024
|
296
|
|
|
300
|
|
||
7.0% Senior debentures due 2028
|
298
|
|
|
300
|
|
||
6.9% Senior debentures due 2032
|
31
|
|
|
250
|
|
||
5.125% Senior debentures due 2042
|
250
|
|
|
250
|
|
||
4.3% Senior notes due 2043
|
250
|
|
|
250
|
|
||
6.7% Senior debentures due 2028
|
197
|
|
|
200
|
|
||
6.79% Senior debentures due 2027
|
165
|
|
|
165
|
|
||
8.75% Senior debentures due 2029
|
18
|
|
|
61
|
|
||
8.5% Senior debentures due 2019
|
36
|
|
|
36
|
|
||
10.25% Senior debentures due 2021
|
33
|
|
|
33
|
|
||
7.6% Senior debentures due 2025
|
24
|
|
|
24
|
|
||
7.875% Senior debentures due 2030
|
12
|
|
|
18
|
|
||
9.5% amortizing debentures due 2021
|
10
|
|
|
14
|
|
||
9.75% amortizing debentures due 2021
|
6
|
|
|
8
|
|
||
Unamortized debt issue costs
|
(25
|
)
|
|
(29
|
)
|
||
Unamortized debt discount
|
(13
|
)
|
|
(16
|
)
|
||
Premium on acquired debt, using an effective
interest yield of 5.542% to 7.144% |
67
|
|
|
121
|
|
||
Capital lease and other long-term obligations
|
26
|
|
|
27
|
|
||
|
$
|
5,861
|
|
|
$
|
6,562
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||||
Interest on debt
|
$
|
332
|
|
|
$
|
392
|
|
|
$
|
393
|
|
Amortization of debt premium
|
(9
|
)
|
|
(22
|
)
|
|
(21
|
)
|
|||
Amortization of financing costs and debt discount
|
7
|
|
|
5
|
|
|
6
|
|
|||
Interest on capitalized leases
|
2
|
|
|
2
|
|
|
2
|
|
|||
|
332
|
|
|
377
|
|
|
380
|
|
|||
Less interest capitalized on construction
|
11
|
|
|
10
|
|
|
17
|
|
|||
Interest expense
|
$
|
321
|
|
|
$
|
367
|
|
|
$
|
363
|
|
Net premiums on early retirement of debt
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(millions)
|
||
Fiscal year
|
|
||
2019
|
$
|
42
|
|
2020
|
539
|
|
|
2021
|
553
|
|
|
2022
|
—
|
|
|
2023
|
1,150
|
|
|
After 2023
|
3,522
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||||
7.45% Senior debentures due 2017
|
$
|
300
|
|
|
$
|
—
|
|
|
$
|
—
|
|
6.375% Senior notes due 2037
|
231
|
|
|
—
|
|
|
—
|
|
|||
6.9% Senior debentures due 2032
|
219
|
|
|
—
|
|
|
—
|
|
|||
6.7% Senior debentures due 2034
|
136
|
|
|
—
|
|
|
—
|
|
|||
8.75% Senior debentures due 2029
|
43
|
|
|
—
|
|
|
—
|
|
|||
7.875% Senior debentures due 2030
|
6
|
|
|
—
|
|
|
—
|
|
|||
6.65% Senior debentures due 2024
|
4
|
|
|
—
|
|
|
—
|
|
|||
6.9% Senior debentures due 2029
|
3
|
|
|
—
|
|
|
—
|
|
|||
6.7% Senior debentures due 2028
|
3
|
|
|
—
|
|
|
—
|
|
|||
7.0% Senior debentures due 2028
|
2
|
|
|
—
|
|
|
—
|
|
|||
5.9% Senior notes due 2016
|
—
|
|
|
577
|
|
|
—
|
|
|||
7.875% Senior notes due 2036
|
—
|
|
|
108
|
|
|
—
|
|
|||
7.45% Senior debentures due 2016
|
—
|
|
|
59
|
|
|
—
|
|
|||
7.5% Senior debentures due 2015
|
—
|
|
|
—
|
|
|
69
|
|
|||
8.125% Senior debentures due 2035
|
—
|
|
|
—
|
|
|
76
|
|
|||
9.5% amortizing debentures due 2021
|
4
|
|
|
4
|
|
|
4
|
|
|||
9.75% amortizing debentures due 2021
|
2
|
|
|
2
|
|
|
3
|
|
|||
Capital leases and other obligations
|
1
|
|
|
1
|
|
|
—
|
|
|||
|
$
|
954
|
|
|
$
|
751
|
|
|
$
|
152
|
|
|
|
7.
|
Accounts Payable and Accrued Liabilities
|
|
February 3,
2018 |
|
January 28,
2017 |
||||
|
(millions)
|
||||||
Accounts payable
|
$
|
735
|
|
|
$
|
754
|
|
Gift cards and customer rewards
|
967
|
|
|
970
|
|
||
Accrued wages and vacation
|
229
|
|
|
215
|
|
||
Current portion of post employment and postretirement benefits
|
194
|
|
|
208
|
|
||
Taxes other than income taxes
|
157
|
|
|
166
|
|
||
Lease related liabilities
|
189
|
|
|
174
|
|
||
Current portion of workers’ compensation and general liability reserves
|
108
|
|
|
119
|
|
||
Restructuring accruals, including severance
|
93
|
|
|
166
|
|
||
Allowance for future sales returns
|
90
|
|
|
96
|
|
||
Accrued interest
|
70
|
|
|
74
|
|
||
Deferred real estate gains
|
65
|
|
|
340
|
|
||
Other
|
270
|
|
|
281
|
|
||
|
$
|
3,167
|
|
|
$
|
3,563
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||||
Balance, beginning of year
|
$
|
503
|
|
|
$
|
508
|
|
|
$
|
505
|
|
Charged to costs and expenses
|
144
|
|
|
145
|
|
|
159
|
|
|||
Payments, net of recoveries
|
(150
|
)
|
|
(150
|
)
|
|
(156
|
)
|
|||
Balance, end of year
|
$
|
497
|
|
|
$
|
503
|
|
|
$
|
508
|
|
|
8.
|
Taxes
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||||
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||||||||||
Federal
|
$
|
367
|
|
|
$
|
(452
|
)
|
|
$
|
(85
|
)
|
|
$
|
433
|
|
|
$
|
(125
|
)
|
|
$
|
308
|
|
|
$
|
536
|
|
|
$
|
—
|
|
|
$
|
536
|
|
State and local
|
16
|
|
|
40
|
|
|
56
|
|
|
37
|
|
|
(4
|
)
|
|
33
|
|
|
72
|
|
|
—
|
|
|
72
|
|
|||||||||
|
$
|
383
|
|
|
$
|
(412
|
)
|
|
$
|
(29
|
)
|
|
$
|
470
|
|
|
$
|
(129
|
)
|
|
$
|
341
|
|
|
$
|
608
|
|
|
$
|
—
|
|
|
$
|
608
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||||
Expected tax
|
$
|
512
|
|
|
$
|
333
|
|
|
$
|
587
|
|
State and local income taxes, net of federal income tax benefit
(a)
|
19
|
|
|
12
|
|
|
43
|
|
|||
Federal tax reform deferred tax remeasurement
|
(571
|
)
|
|
—
|
|
|
—
|
|
|||
Tax impact of equity awards
(a)
|
14
|
|
|
—
|
|
|
—
|
|
|||
Historic rehabilitation tax credit
|
(5
|
)
|
|
(1
|
)
|
|
(12
|
)
|
|||
Change in valuation allowance
|
18
|
|
|
9
|
|
|
3
|
|
|||
Other
|
(16
|
)
|
|
(12
|
)
|
|
(13
|
)
|
|||
|
$
|
(29
|
)
|
|
$
|
341
|
|
|
$
|
608
|
|
|
|
February 3,
2018 |
|
January 28,
2017 |
||||
|
(millions)
|
||||||
Deferred tax assets
|
|
|
|
||||
Post employment and postretirement benefits
|
$
|
188
|
|
|
$
|
405
|
|
Accrued liabilities accounted for on a cash basis for tax purposes
|
218
|
|
|
379
|
|
||
Long-term debt
|
25
|
|
|
63
|
|
||
Unrecognized state tax benefits and accrued interest
|
39
|
|
|
76
|
|
||
State operating loss and credit carryforwards
|
101
|
|
|
79
|
|
||
Other
|
165
|
|
|
347
|
|
||
Valuation allowance
|
(65
|
)
|
|
(36
|
)
|
||
Total deferred tax assets
|
671
|
|
|
1,313
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Excess of book basis over tax basis of property and equipment
|
(923
|
)
|
|
(1,381
|
)
|
||
Merchandise inventories
|
(389
|
)
|
|
(604
|
)
|
||
Intangible assets
|
(276
|
)
|
|
(380
|
)
|
||
Other
|
(205
|
)
|
|
(391
|
)
|
||
Total deferred tax liabilities
|
(1,793
|
)
|
|
(2,756
|
)
|
||
Net deferred tax liability
|
$
|
(1,122
|
)
|
|
$
|
(1,443
|
)
|
|
February 3,
2018 |
|
January 28,
2017 |
|
January 30,
2016 |
||||||
|
(millions)
|
||||||||||
Balance, beginning of year
|
$
|
167
|
|
|
$
|
178
|
|
|
$
|
172
|
|
Additions based on tax positions related to the current year
|
7
|
|
|
16
|
|
|
30
|
|
|||
Additions for tax positions of prior years
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
(23
|
)
|
|
(12
|
)
|
|
(7
|
)
|
|||
Settlements
|
(2
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|||
Statute expirations
|
(9
|
)
|
|
(11
|
)
|
|
(14
|
)
|
|||
Balance, end of year
|
$
|
140
|
|
|
$
|
167
|
|
|
$
|
178
|
|
Amounts recognized in the Consolidated Balance Sheets at
February 3, 2018, January 28, 2017, and January 30, 2016
|
|
|
|
|
|
||||||
Current income taxes
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
12
|
|
Deferred income taxes
|
4
|
|
|
4
|
|
|
5
|
|
|||
Other liabilities
|
125
|
|
|
157
|
|
|
161
|
|
|||
|
$
|
140
|
|
|
$
|
167
|
|
|
$
|
178
|
|
|
|
9.
|
Retirement Plans
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||||
401(k) Qualified Defined Contribution Plan
|
$
|
93
|
|
|
$
|
94
|
|
|
$
|
88
|
|
Non-Qualified Defined Contribution Plan
|
1
|
|
|
2
|
|
|
2
|
|
|||
Pension Plan
|
(82
|
)
|
|
(83
|
)
|
|
(54
|
)
|
|||
Supplementary Retirement Plan
|
31
|
|
|
31
|
|
|
41
|
|
|||
|
$
|
43
|
|
|
$
|
44
|
|
|
$
|
77
|
|
|
|
2017
|
|
2016
|
||||
|
(millions)
|
||||||
Change in projected benefit obligation
|
|
|
|
||||
Projected benefit obligation, beginning of year
|
$
|
3,469
|
|
|
$
|
3,585
|
|
Service cost
|
6
|
|
|
5
|
|
||
Interest cost
|
104
|
|
|
108
|
|
||
Actuarial loss
|
82
|
|
|
55
|
|
||
Benefits paid
|
(390
|
)
|
|
(284
|
)
|
||
Projected benefit obligation, end of year
|
3,271
|
|
|
3,469
|
|
||
Changes in plan assets
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
3,374
|
|
|
3,256
|
|
||
Actual return on plan assets
|
425
|
|
|
402
|
|
||
Company contributions
|
—
|
|
|
—
|
|
||
Benefits paid
|
(390
|
)
|
|
(284
|
)
|
||
Fair value of plan assets, end of year
|
3,409
|
|
|
3,374
|
|
||
Funded status at end of year
|
$
|
138
|
|
|
$
|
(95
|
)
|
Amounts recognized in the Consolidated Balance Sheets at
February 3, 2018 and January 28, 2017 |
|
|
|
||||
Other assets (liabilities)
|
$
|
138
|
|
|
$
|
(95
|
)
|
|
|
|
|
||||
Amounts recognized in accumulated other comprehensive loss at
February 3, 2018 and January 28, 2017 |
|
|
|
||||
Net actuarial loss
|
$
|
992
|
|
|
$
|
1,232
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||||
Net Periodic Pension Cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
6
|
|
Interest cost
|
104
|
|
|
108
|
|
|
137
|
|
|||
Expected return on assets
|
(223
|
)
|
|
(227
|
)
|
|
(235
|
)
|
|||
Amortization of net actuarial loss
|
31
|
|
|
31
|
|
|
38
|
|
|||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
(82
|
)
|
|
(83
|
)
|
|
(54
|
)
|
|||
|
|
|
|
|
|
||||||
Settlement charges
|
89
|
|
|
68
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss |
|
|
|
|
|
||||||
Net actuarial (gain) loss
|
(120
|
)
|
|
(120
|
)
|
|
92
|
|
|||
Amortization of net actuarial loss
|
(31
|
)
|
|
(31
|
)
|
|
(38
|
)
|
|||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|||
Settlement charges
|
(89
|
)
|
|
(68
|
)
|
|
—
|
|
|||
|
(240
|
)
|
|
(219
|
)
|
|
54
|
|
|||
Total recognized
|
$
|
(233
|
)
|
|
$
|
(234
|
)
|
|
$
|
—
|
|
|
2017
|
|
2016
|
||
Discount rate
|
3.74
|
%
|
|
4.00
|
%
|
Rate of compensation increases
|
4.00
|
%
|
|
4.10
|
%
|
|
2017
|
|
2016
|
|
2015
|
|||
Discount rate used to measure service cost
|
3.75% - 4.06%
|
|
|
3.79% - 4.26%
|
|
|
3.55
|
%
|
Discount rate used to measure interest cost
|
3.12% - 3.31%
|
|
|
2.96% - 3.30%
|
|
|
3.55
|
%
|
Expected long-term return on plan assets
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Rate of compensation increases
|
4.10
|
%
|
|
4.10
|
%
|
|
4.10
|
%
|
|
|
|
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)
|
||||||||||||||
Short term investments
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
Money market funds
|
35
|
|
|
35
|
|
|
—
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. stocks
|
157
|
|
|
157
|
|
|
—
|
|
|
—
|
|
||||
U.S. pooled funds
|
481
|
|
|
481
|
|
|
—
|
|
|
—
|
|
||||
International pooled funds
(a)
|
447
|
|
|
114
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U. S. Treasury bonds
|
44
|
|
|
—
|
|
|
44
|
|
|
—
|
|
||||
Other Government bonds
|
59
|
|
|
—
|
|
|
59
|
|
|
—
|
|
||||
Agency backed bonds
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Corporate bonds
|
538
|
|
|
—
|
|
|
538
|
|
|
—
|
|
||||
Mortgage-backed securities
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Asset-backed securities
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Pooled funds
|
1,310
|
|
|
1,310
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Real estate
(a)
|
148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Private equity
(a)
|
183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivatives in a positive position
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Derivatives in a negative position
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Total
|
$
|
3,447
|
|
|
$
|
2,097
|
|
|
$
|
686
|
|
|
$
|
—
|
|
|
|
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)
|
||||||||||||||
Short term investments
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
Money market funds
|
74
|
|
|
74
|
|
|
—
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
|||||||
U.S. stocks
|
309
|
|
|
309
|
|
|
—
|
|
|
—
|
|
||||
U.S. pooled funds
(a)
|
654
|
|
|
446
|
|
|
—
|
|
|
—
|
|
||||
International pooled funds
(a)
|
649
|
|
|
131
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|||||||
U. S. Treasury bonds
|
194
|
|
|
—
|
|
|
194
|
|
|
—
|
|
||||
Other Government bonds
|
40
|
|
|
—
|
|
|
40
|
|
|
—
|
|
||||
Agency backed bonds
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
||||
Corporate bonds
|
453
|
|
|
—
|
|
|
453
|
|
|
—
|
|
||||
Mortgage-backed securities
|
85
|
|
|
—
|
|
|
85
|
|
|
—
|
|
||||
Asset-backed securities
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||
Pooled funds
|
461
|
|
|
461
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
|
|||||||
Real estate
(a)
|
223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Private equity
(a)
|
186
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivatives in a positive position
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Derivatives in a negative position
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
||||
Total
|
$
|
3,377
|
|
|
$
|
1,421
|
|
|
$
|
821
|
|
|
$
|
—
|
|
|
|
(millions)
|
||
Fiscal year
|
|
||
2018
|
$
|
335
|
|
2019
|
318
|
|
|
2020
|
257
|
|
|
2021
|
247
|
|
|
2022
|
233
|
|
|
2023-2027
|
1,045
|
|
|
|
2017
|
|
2016
|
||||
|
(millions)
|
||||||
Change in projected benefit obligation
|
|
|
|
||||
Projected benefit obligation, beginning of year
|
$
|
747
|
|
|
$
|
823
|
|
Service cost
|
—
|
|
|
—
|
|
||
Interest cost
|
22
|
|
|
22
|
|
||
Actuarial loss
|
20
|
|
|
26
|
|
||
Benefits paid
|
(86
|
)
|
|
(124
|
)
|
||
Projected benefit obligation, end of year
|
703
|
|
|
747
|
|
||
Change in plan assets
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
—
|
|
|
—
|
|
||
Company contributions
|
86
|
|
|
124
|
|
||
Benefits paid
|
(86
|
)
|
|
(124
|
)
|
||
Fair value of plan assets, end of year
|
—
|
|
|
—
|
|
||
Funded status at end of year
|
$
|
(703
|
)
|
|
$
|
(747
|
)
|
Amounts recognized in the Consolidated Balance Sheets at
February 3, 2018 and January 28, 2017 |
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
(69
|
)
|
|
$
|
(86
|
)
|
Other liabilities
|
(634
|
)
|
|
(661
|
)
|
||
|
$
|
(703
|
)
|
|
$
|
(747
|
)
|
Amounts recognized in accumulated other comprehensive loss at
February 3, 2018 and January 28, 2017 |
|
|
|
||||
Net actuarial loss
|
$
|
244
|
|
|
$
|
248
|
|
Prior service cost
|
7
|
|
|
8
|
|
||
|
$
|
251
|
|
|
$
|
256
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||||
Net Periodic Pension Cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
22
|
|
|
22
|
|
|
31
|
|
|||
Amortization of net actuarial loss
|
8
|
|
|
9
|
|
|
10
|
|
|||
Amortization of prior service cost
|
1
|
|
|
—
|
|
|
—
|
|
|||
|
31
|
|
|
31
|
|
|
41
|
|
|||
|
|
|
|
|
|
||||||
Settlement charges
|
16
|
|
|
30
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss |
|
|
|
|
|
||||||
Net actuarial (gain) loss
|
20
|
|
|
26
|
|
|
(70
|
)
|
|||
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of net actuarial loss
|
(8
|
)
|
|
(9
|
)
|
|
(10
|
)
|
|||
Amortization of prior service cost
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Settlement charges
|
(16
|
)
|
|
(30
|
)
|
|
—
|
|
|||
|
(5
|
)
|
|
(13
|
)
|
|
(80
|
)
|
|||
Total recognized
|
$
|
42
|
|
|
$
|
48
|
|
|
$
|
(39
|
)
|
|
2017
|
|
2016
|
||
Discount rate
|
3.78
|
%
|
|
4.07
|
%
|
|
2017
|
|
2016
|
|
2015
|
|
Discount rate used to measure interest cost
|
3.10% - 3.26%
|
|
2.65% - 3.16%
|
|
3.55
|
%
|
|
|
(millions)
|
||
Fiscal year
|
|
||
2018
|
$
|
69
|
|
2019
|
49
|
|
|
2020
|
48
|
|
|
2021
|
49
|
|
|
2022
|
48
|
|
|
2023-2027
|
223
|
|
10.
|
Postretirement Health Care and Life Insurance Benefits
|
|
|
2017
|
|
2016
|
||||
|
(millions)
|
||||||
Change in accumulated postretirement benefit obligation
|
|
|
|
||||
Accumulated postretirement benefit obligation, beginning of year
|
$
|
186
|
|
|
$
|
212
|
|
Service cost
|
—
|
|
|
—
|
|
||
Interest cost
|
5
|
|
|
6
|
|
||
Plan amendment
|
(10
|
)
|
|
—
|
|
||
Actuarial gain
|
(9
|
)
|
|
(13
|
)
|
||
Medicare Part D subsidy
|
1
|
|
|
1
|
|
||
Benefits paid
|
(17
|
)
|
|
(20
|
)
|
||
Accumulated postretirement benefit obligation, end of year
|
156
|
|
|
186
|
|
||
Change in plan assets
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
—
|
|
|
—
|
|
||
Company contributions
|
17
|
|
|
20
|
|
||
Benefits paid
|
(17
|
)
|
|
(20
|
)
|
||
Fair value of plan assets, end of year
|
—
|
|
|
—
|
|
||
Funded status at end of year
|
$
|
(156
|
)
|
|
$
|
(186
|
)
|
Amounts recognized in the Consolidated Balance Sheets at
February 3, 2018 and January 28, 2017 |
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
(17
|
)
|
|
$
|
(18
|
)
|
Other liabilities
|
(139
|
)
|
|
(168
|
)
|
||
|
$
|
(156
|
)
|
|
$
|
(186
|
)
|
Amounts recognized in accumulated other comprehensive loss at
February 3, 2018 and January 28, 2017 |
|
|
|
||||
Net actuarial gain
|
$
|
(35
|
)
|
|
$
|
(31
|
)
|
Prior service credit
|
(10
|
)
|
|
—
|
|
||
|
$
|
(45
|
)
|
|
$
|
(31
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||||
Net Periodic Postretirement Benefit Cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
5
|
|
|
6
|
|
|
8
|
|
|||
Amortization of net actuarial gain
|
(5
|
)
|
|
(4
|
)
|
|
—
|
|
|||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
—
|
|
|
2
|
|
|
8
|
|
|||
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss |
|
|
|
|
|
||||||
Net actuarial gain
|
(9
|
)
|
|
(13
|
)
|
|
(22
|
)
|
|||
Amortization of net actuarial gain
|
5
|
|
|
4
|
|
|
—
|
|
|||
Prior service credit
|
(10
|
)
|
|
—
|
|
|
—
|
|
|||
|
(14
|
)
|
|
(9
|
)
|
|
(22
|
)
|
|||
Total recognized
|
$
|
(14
|
)
|
|
$
|
(7
|
)
|
|
$
|
(14
|
)
|
|
2017
|
|
2016
|
||
Discount rate
|
3.71
|
%
|
|
3.99
|
%
|
|
2017
|
|
2016
|
|
2015
|
|||
Discount rate used to measure interest cost
|
3.17
|
%
|
|
3.14
|
%
|
|
3.55
|
%
|
|
|
2017
|
|
2016
|
Health care cost trend rates assumed for next year
|
5.50% - 10.50%
|
|
6.15% - 9.75%
|
Rates to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
4.5%
|
|
5.0%
|
Year that the rate reaches the ultimate trend rate
|
2027
|
|
2027
|
|
1 – Percentage
Point Increase
|
|
1 – Percentage
Point Decrease
|
||||
|
(millions)
|
||||||
Effect on total of service and interest cost
|
$
|
—
|
|
|
$
|
—
|
|
Effect on accumulated postretirement benefit obligations
|
$
|
9
|
|
|
$
|
(8
|
)
|
|
Expected
Benefit
Payments
|
|
Expected
Federal
Subsidy
|
||||
|
(millions)
|
||||||
Fiscal Year
|
|
|
|
||||
2018
|
$
|
16
|
|
|
$
|
1
|
|
2019
|
15
|
|
|
—
|
|
||
2020
|
14
|
|
|
—
|
|
||
2021
|
13
|
|
|
—
|
|
||
2022
|
13
|
|
|
—
|
|
||
2023-2027
|
52
|
|
|
1
|
|
|
11.
|
Stock Based Compensation
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||||
Stock options
|
$
|
34
|
|
|
$
|
43
|
|
|
$
|
52
|
|
Restricted stock units
|
24
|
|
|
18
|
|
|
13
|
|
|||
|
$
|
58
|
|
|
$
|
61
|
|
|
$
|
65
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted average grant date fair value of stock options
granted during the period |
$
|
5.84
|
|
|
$
|
12.14
|
|
|
$
|
20.78
|
|
Dividend yield
|
6.2
|
%
|
|
3.8
|
%
|
|
2.7
|
%
|
|||
Expected volatility
|
41.8
|
%
|
|
42.7
|
%
|
|
43.3
|
%
|
|||
Risk-free interest rate
|
1.9
|
%
|
|
1.4
|
%
|
|
1.7
|
%
|
|||
Expected life
|
5.7 years
|
|
|
5.7 years
|
|
|
5.7 years
|
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(thousands)
|
|
|
|
(years)
|
|
(millions)
|
|||||
Outstanding, beginning of period
|
20,478
|
|
|
$
|
42.18
|
|
|
|
|
|
||
Granted
|
3,801
|
|
|
$
|
26.12
|
|
|
|
|
|
||
Canceled or forfeited
|
(3,586
|
)
|
|
$
|
46.46
|
|
|
|
|
|
||
Exercised
|
(317
|
)
|
|
$
|
19.09
|
|
|
|
|
|
||
Outstanding, end of period
|
20,376
|
|
|
$
|
38.80
|
|
|
|
|
|
||
Exercisable, end of period
|
12,810
|
|
|
$
|
38.38
|
|
|
4.3
|
|
$
|
23
|
|
Options expected to vest
|
6,305
|
|
|
$
|
38.57
|
|
|
8.4
|
|
$
|
4
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||||
Intrinsic value of options exercised
|
$
|
3
|
|
|
$
|
12
|
|
|
$
|
127
|
|
Cash received from stock options exercised
|
6
|
|
|
35
|
|
|
125
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Restricted stock units (performance-based)
|
$
|
27.16
|
|
|
$
|
43.72
|
|
|
$
|
61.51
|
|
Restricted stock units (time-based)
|
20.75
|
|
|
35.61
|
|
|
63.71
|
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
|
(thousands)
|
|
|
|||
Nonvested, beginning of period
|
1,818
|
|
|
$
|
49.04
|
|
Granted – performance-based
|
971
|
|
|
27.16
|
|
|
Performance adjustment
|
(312
|
)
|
|
61.51
|
|
|
Granted – time-based
|
1,307
|
|
|
20.75
|
|
|
Forfeited
|
(431
|
)
|
|
40.14
|
|
|
Vested
|
(196
|
)
|
|
50.32
|
|
|
Nonvested, end of period
|
3,157
|
|
|
$
|
30.51
|
|
|
12.
|
Shareholders’ Equity
|
|
|
|
|
Treasury Stock
|
|
|
|||||||||
|
Common
Stock
Issued
|
|
Deferred
Compensation
Plans
|
|
Other
|
|
Total
|
|
Common
Stock
Outstanding
|
|||||
|
|
|
|
|
(thousands)
|
|
|
|
|
|||||
Balance at January 31, 2015
|
379,606
|
|
|
(1,179
|
)
|
|
(37,853
|
)
|
|
(39,032
|
)
|
|
340,574
|
|
Stock issued under stock plans
|
|
|
(60
|
)
|
|
4,493
|
|
|
4,433
|
|
|
4,433
|
|
|
Stock repurchases
|
|
|
|
|
|
|
|
|
|
|||||
Repurchase program
|
|
|
|
|
(34,807
|
)
|
|
(34,807
|
)
|
|
(34,807
|
)
|
||
Other
|
|
|
|
|
(13
|
)
|
|
(13
|
)
|
|
(13
|
)
|
||
Deferred compensation plan distributions
|
|
|
69
|
|
|
|
|
69
|
|
|
69
|
|
||
Retirement of common stock
|
(38,000
|
)
|
|
|
|
38,000
|
|
|
38,000
|
|
|
—
|
|
|
Balance at January 30, 2016
|
341,606
|
|
|
(1,170
|
)
|
|
(30,180
|
)
|
|
(31,350
|
)
|
|
310,256
|
|
Stock issued under stock plans
|
|
|
(87
|
)
|
|
1,612
|
|
|
1,525
|
|
|
1,525
|
|
|
Stock repurchases
|
|
|
|
|
|
|
|
|
|
|||||
Repurchase program
|
|
|
|
|
(7,874
|
)
|
|
(7,874
|
)
|
|
(7,874
|
)
|
||
Other
|
|
|
|
|
(5
|
)
|
|
(5
|
)
|
|
(5
|
)
|
||
Deferred compensation plan distributions
|
|
|
161
|
|
|
|
|
161
|
|
|
161
|
|
||
Retirement of common stock
|
(8,000
|
)
|
|
|
|
8,000
|
|
|
8,000
|
|
|
—
|
|
|
Balance at January 28, 2017
|
333,606
|
|
|
(1,096
|
)
|
|
(28,447
|
)
|
|
(29,543
|
)
|
|
304,063
|
|
Stock issued under stock plans
|
|
|
(119
|
)
|
|
590
|
|
|
471
|
|
|
471
|
|
|
Stock repurchases
|
|
|
|
|
|
|
|
|
|
|||||
Other
|
|
|
|
|
(38
|
)
|
|
(38
|
)
|
|
(38
|
)
|
||
Deferred compensation plan distributions
|
|
|
269
|
|
|
|
|
269
|
|
|
269
|
|
||
Balance at February 3, 2018
|
333,606
|
|
|
(946
|
)
|
|
(27,895
|
)
|
|
(28,841
|
)
|
|
304,765
|
|
|
13.
|
Fair Value Measurements and Concentrations of Credit Risk
|
|
February 3, 2018
|
|
January 28, 2017
|
||||||||||||||||||||||||||||
|
|
|
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 |
$
|
117
|
|
|
$
|
25
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
112
|
|
|
$
|
20
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
February 3, 2018
|
|
January 28, 2017
|
||||||||||||||||||||
|
Notional
Amount
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
Long-term debt
|
$
|
5,806
|
|
|
$
|
5,835
|
|
|
$
|
5,751
|
|
|
$
|
6,459
|
|
|
$
|
6,535
|
|
|
$
|
6,438
|
|
|
February 3, 2018
|
|
January 28, 2017
|
||||||||||||||||||||||||||||
|
|
|
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
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
147
|
|
|
14.
|
Earnings Per Share Attributable to Macy's, Inc. Shareholders
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||||
|
Net
Income
|
|
|
|
Shares
|
|
Net
Income
|
|
|
|
Shares
|
|
Net Income
|
|
|
|
Shares
|
|||||||||||||||
|
(millions, except per share data)
|
|||||||||||||||||||||||||||||||
Net income attributable to Macy's, Inc. shareholders
and average number of shares outstanding
|
$
|
1,547
|
|
|
|
|
304.5
|
|
|
$
|
619
|
|
|
|
|
307.6
|
|
|
$
|
1,072
|
|
|
|
|
327.6
|
|
||||||
Shares to be issued under deferred compensation
and other plans |
|
|
|
|
0.9
|
|
|
|
|
|
|
0.9
|
|
|
|
|
|
|
0.8
|
|
||||||||||||
|
$
|
1,547
|
|
|
|
|
305.4
|
|
|
$
|
619
|
|
|
|
|
308.5
|
|
|
$
|
1,072
|
|
|
|
|
328.4
|
|
||||||
Basic earnings per share attributable to Macy's, Inc. shareholders
|
|
|
$
|
5.07
|
|
|
|
|
|
|
$
|
2.01
|
|
|
|
|
|
|
$
|
3.26
|
|
|
|
|||||||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Stock options, restricted stock and restricted
stock units |
|
|
|
|
1.4
|
|
|
|
|
|
|
2.3
|
|
|
|
|
|
|
4.6
|
|
||||||||||||
|
$
|
1,547
|
|
|
|
|
306.8
|
|
|
$
|
619
|
|
|
|
|
310.8
|
|
|
$
|
1,072
|
|
|
|
|
333.0
|
|
||||||
Diluted earnings per share attributable to Macy's, Inc. shareholders
|
|
|
$
|
5.04
|
|
|
|
|
|
|
$
|
1.99
|
|
|
|
|
|
|
$
|
3.22
|
|
|
|
|
15.
|
Quarterly Results (unaudited)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(millions, except per share data)
|
||||||||||||||
2017:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
5,338
|
|
|
$
|
5,552
|
|
|
$
|
5,281
|
|
|
$
|
8,666
|
|
Cost of sales
|
(3,306
|
)
|
|
(3,313
|
)
|
|
(3,175
|
)
|
|
(5,358
|
)
|
||||
Gross margin
|
2,032
|
|
|
2,239
|
|
|
2,106
|
|
|
3,308
|
|
||||
Selling, general and administrative expenses
|
(1,880
|
)
|
|
(1,977
|
)
|
|
(1,995
|
)
|
|
(2,279
|
)
|
||||
Gains on sale of real estate
|
68
|
|
|
43
|
|
|
65
|
|
|
368
|
|
||||
Restructuring, impairment, store closing and other costs
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(152
|
)
|
||||
Settlement charges
|
—
|
|
|
(51
|
)
|
|
(22
|
)
|
|
(32
|
)
|
||||
Net income attributable to Macy's, Inc. shareholders
|
71
|
|
|
116
|
|
|
36
|
|
|
1,325
|
|
||||
Basic earnings per share attributable to
Macy's, Inc. shareholders
|
.23
|
|
|
.38
|
|
|
.12
|
|
|
4.34
|
|
||||
Diluted earnings per share attributable to
Macy's, Inc. shareholders
|
.23
|
|
|
.38
|
|
|
.12
|
|
|
4.31
|
|
||||
2016:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
5,771
|
|
|
$
|
5,866
|
|
|
$
|
5,626
|
|
|
$
|
8,515
|
|
Cost of sales
|
(3,516
|
)
|
|
(3,468
|
)
|
|
(3,386
|
)
|
|
(5,251
|
)
|
||||
Gross margin
|
2,255
|
|
|
2,398
|
|
|
2,240
|
|
|
3,264
|
|
||||
Selling, general and administrative expenses
|
(1,980
|
)
|
|
(2,047
|
)
|
|
(2,112
|
)
|
|
(2,335
|
)
|
||||
Gains on sale of real estate
|
14
|
|
|
21
|
|
|
41
|
|
|
133
|
|
||||
Impairment, store closing and other costs
|
—
|
|
|
(249
|
)
|
|
—
|
|
|
(230
|
)
|
||||
Settlement charges
|
(13
|
)
|
|
(6
|
)
|
|
(62
|
)
|
|
(17
|
)
|
||||
Net income attributable to Macy's, Inc. shareholders
|
116
|
|
|
11
|
|
|
17
|
|
|
475
|
|
||||
Basic earnings per share attributable to
Macy's, Inc. shareholders |
.37
|
|
|
.03
|
|
|
.05
|
|
|
1.56
|
|
||||
Diluted earnings per share attributable to
Macy's, Inc. shareholders |
.37
|
|
|
.03
|
|
|
.05
|
|
|
1.54
|
|
16.
|
Condensed Consolidating Financial Information
|
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
9,441
|
|
|
$
|
23,264
|
|
|
$
|
(7,868
|
)
|
|
$
|
24,837
|
|
Cost of sales
|
—
|
|
|
(6,101
|
)
|
|
(16,919
|
)
|
|
7,868
|
|
|
(15,152
|
)
|
|||||
Gross margin
|
—
|
|
|
3,340
|
|
|
6,345
|
|
|
—
|
|
|
9,685
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
(3,386
|
)
|
|
(4,745
|
)
|
|
—
|
|
|
(8,131
|
)
|
|||||
Gains on sale of real estate
|
—
|
|
|
201
|
|
|
343
|
|
|
—
|
|
|
544
|
|
|||||
Restructuring, impairment, store closing and other costs
|
—
|
|
|
(40
|
)
|
|
(146
|
)
|
|
—
|
|
|
(186
|
)
|
|||||
Settlement charges
|
—
|
|
|
(35
|
)
|
|
(70
|
)
|
|
—
|
|
|
(105
|
)
|
|||||
Operating income
|
—
|
|
|
80
|
|
|
1,727
|
|
|
—
|
|
|
1,807
|
|
|||||
Interest (expense) income, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
—
|
|
|
(313
|
)
|
|
3
|
|
|
—
|
|
|
(310
|
)
|
|||||
Intercompany
|
—
|
|
|
(139
|
)
|
|
139
|
|
|
—
|
|
|
—
|
|
|||||
Net premiums on early retirement of debt
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Equity in earnings of subsidiaries
|
1,555
|
|
|
767
|
|
|
—
|
|
|
(2,322
|
)
|
|
—
|
|
|||||
Income before income taxes
|
1,555
|
|
|
405
|
|
|
1,869
|
|
|
(2,322
|
)
|
|
1,507
|
|
|||||
Federal, state and local income
tax benefit (expense) |
(8
|
)
|
|
350
|
|
|
(313
|
)
|
|
—
|
|
|
29
|
|
|||||
Net income
|
1,547
|
|
|
755
|
|
|
1,556
|
|
|
(2,322
|
)
|
|
1,536
|
|
|||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Net income attributable to
Macy's, Inc. shareholders
|
$
|
1,547
|
|
|
$
|
755
|
|
|
$
|
1,567
|
|
|
$
|
(2,322
|
)
|
|
$
|
1,547
|
|
Comprehensive income
|
$
|
1,719
|
|
|
$
|
915
|
|
|
$
|
1,668
|
|
|
$
|
(2,594
|
)
|
|
$
|
1,708
|
|
Comprehensive loss attributable to
noncontrolling interest
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Comprehensive income attributable to
Macy's, Inc. shareholders
|
$
|
1,719
|
|
|
$
|
915
|
|
|
$
|
1,679
|
|
|
$
|
(2,594
|
)
|
|
$
|
1,719
|
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
10,677
|
|
|
$
|
23,436
|
|
|
$
|
(8,335
|
)
|
|
$
|
25,778
|
|
Cost of sales
|
—
|
|
|
(6,787
|
)
|
|
(17,169
|
)
|
|
8,335
|
|
|
(15,621
|
)
|
|||||
Gross margin
|
—
|
|
|
3,890
|
|
|
6,267
|
|
|
—
|
|
|
10,157
|
|
|||||
Selling, general and administrative expenses
|
(2
|
)
|
|
(3,834
|
)
|
|
(4,638
|
)
|
|
—
|
|
|
(8,474
|
)
|
|||||
Gains on sale of real estate
|
—
|
|
|
95
|
|
|
114
|
|
|
—
|
|
|
209
|
|
|||||
Impairment, store closing and other costs
|
—
|
|
|
(295
|
)
|
|
(184
|
)
|
|
—
|
|
|
(479
|
)
|
|||||
Settlement charges
|
—
|
|
|
(34
|
)
|
|
(64
|
)
|
|
—
|
|
|
(98
|
)
|
|||||
Operating income (loss)
|
(2
|
)
|
|
(178
|
)
|
|
1,495
|
|
|
—
|
|
|
1,315
|
|
|||||
Interest (expense) income, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
2
|
|
|
(366
|
)
|
|
1
|
|
|
—
|
|
|
(363
|
)
|
|||||
Intercompany
|
—
|
|
|
(200
|
)
|
|
200
|
|
|
—
|
|
|
—
|
|
|||||
Equity in earnings of subsidiaries
|
619
|
|
|
255
|
|
|
—
|
|
|
(874
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
619
|
|
|
(489
|
)
|
|
1,696
|
|
|
(874
|
)
|
|
952
|
|
|||||
Federal, state and local income
tax benefit (expense) |
—
|
|
|
281
|
|
|
(622
|
)
|
|
—
|
|
|
(341
|
)
|
|||||
Net income (loss)
|
619
|
|
|
(208
|
)
|
|
1,074
|
|
|
(874
|
)
|
|
611
|
|
|||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Net income (loss) attributable to
Macy's, Inc. shareholders |
$
|
619
|
|
|
$
|
(208
|
)
|
|
$
|
1,082
|
|
|
$
|
(874
|
)
|
|
$
|
619
|
|
Comprehensive income (loss)
|
$
|
766
|
|
|
$
|
(61
|
)
|
|
$
|
1,153
|
|
|
$
|
(1,100
|
)
|
|
$
|
758
|
|
Comprehensive loss attributable to
noncontrolling interest |
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Comprehensive income (loss) attributable to
Macy's, Inc. shareholders |
$
|
766
|
|
|
$
|
(61
|
)
|
|
$
|
1,161
|
|
|
$
|
(1,100
|
)
|
|
$
|
766
|
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
11,959
|
|
|
$
|
24,037
|
|
|
$
|
(8,917
|
)
|
|
$
|
27,079
|
|
Cost of sales
|
—
|
|
|
(7,670
|
)
|
|
(17,743
|
)
|
|
8,917
|
|
|
(16,496
|
)
|
|||||
Gross margin
|
—
|
|
|
4,289
|
|
|
6,294
|
|
|
—
|
|
|
10,583
|
|
|||||
Selling, general and administrative expenses
|
(2
|
)
|
|
(4,090
|
)
|
|
(4,376
|
)
|
|
—
|
|
|
(8,468
|
)
|
|||||
Gains on sale of real estate
|
—
|
|
|
110
|
|
|
102
|
|
|
—
|
|
|
212
|
|
|||||
Impairment, store closing and other costs
|
—
|
|
|
(170
|
)
|
|
(118
|
)
|
|
—
|
|
|
(288
|
)
|
|||||
Operating income (loss)
|
(2
|
)
|
|
139
|
|
|
1,902
|
|
|
—
|
|
|
2,039
|
|
|||||
Interest (expense) income, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
1
|
|
|
(361
|
)
|
|
(1
|
)
|
|
—
|
|
|
(361
|
)
|
|||||
Intercompany
|
—
|
|
|
(230
|
)
|
|
230
|
|
|
—
|
|
|
—
|
|
|||||
Equity in earnings of subsidiaries
|
1,072
|
|
|
421
|
|
|
—
|
|
|
(1,493
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
1,071
|
|
|
(31
|
)
|
|
2,131
|
|
|
(1,493
|
)
|
|
1,678
|
|
|||||
Federal, state and local income
tax benefit (expense) |
1
|
|
|
120
|
|
|
(729
|
)
|
|
—
|
|
|
(608
|
)
|
|||||
Net income
|
1,072
|
|
|
89
|
|
|
1,402
|
|
|
(1,493
|
)
|
|
1,070
|
|
|||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Net income attributable to
Macy's, Inc. shareholders |
$
|
1,072
|
|
|
$
|
89
|
|
|
$
|
1,404
|
|
|
$
|
(1,493
|
)
|
|
$
|
1,072
|
|
Comprehensive income
|
$
|
1,101
|
|
|
$
|
118
|
|
|
$
|
1,415
|
|
|
$
|
(1,535
|
)
|
|
$
|
1,099
|
|
Comprehensive loss attributable to
noncontrolling interest |
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Comprehensive income attributable to
Macy's, Inc. shareholders |
$
|
1,101
|
|
|
$
|
118
|
|
|
$
|
1,417
|
|
|
$
|
(1,535
|
)
|
|
$
|
1,101
|
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,109
|
|
|
$
|
58
|
|
|
$
|
288
|
|
|
$
|
—
|
|
|
$
|
1,455
|
|
Receivables
|
—
|
|
|
85
|
|
|
278
|
|
|
—
|
|
|
363
|
|
|||||
Merchandise inventories
|
—
|
|
|
2,344
|
|
|
2,834
|
|
|
—
|
|
|
5,178
|
|
|||||
Prepaid expenses and other current assets
|
—
|
|
|
103
|
|
|
345
|
|
|
—
|
|
|
448
|
|
|||||
Total Current Assets
|
1,109
|
|
|
2,590
|
|
|
3,745
|
|
|
—
|
|
|
7,444
|
|
|||||
Property and Equipment – net
|
—
|
|
|
3,349
|
|
|
3,323
|
|
|
—
|
|
|
6,672
|
|
|||||
Goodwill
|
—
|
|
|
3,315
|
|
|
582
|
|
|
—
|
|
|
3,897
|
|
|||||
Other Intangible Assets – net
|
—
|
|
|
44
|
|
|
444
|
|
|
—
|
|
|
488
|
|
|||||
Other Assets
|
1
|
|
|
89
|
|
|
790
|
|
|
—
|
|
|
880
|
|
|||||
Deferred Income Taxes
|
11
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|||||
Intercompany Receivable
|
884
|
|
|
—
|
|
|
2,382
|
|
|
(3,266
|
)
|
|
—
|
|
|||||
Investment in Subsidiaries
|
3,960
|
|
|
4,061
|
|
|
—
|
|
|
(8,021
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
5,965
|
|
|
$
|
13,448
|
|
|
$
|
11,266
|
|
|
$
|
(11,298
|
)
|
|
$
|
19,381
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
22
|
|
Merchandise accounts payable
|
—
|
|
|
653
|
|
|
937
|
|
|
—
|
|
|
1,590
|
|
|||||
Accounts payable and accrued liabilities
|
159
|
|
|
948
|
|
|
2,060
|
|
|
—
|
|
|
3,167
|
|
|||||
Income taxes
|
113
|
|
|
30
|
|
|
153
|
|
|
—
|
|
|
296
|
|
|||||
Total Current Liabilities
|
272
|
|
|
1,637
|
|
|
3,166
|
|
|
—
|
|
|
5,075
|
|
|||||
Long-Term Debt
|
—
|
|
|
5,844
|
|
|
17
|
|
|
—
|
|
|
5,861
|
|
|||||
Intercompany Payable
|
—
|
|
|
3,266
|
|
|
—
|
|
|
(3,266
|
)
|
|
—
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
541
|
|
|
592
|
|
|
(11
|
)
|
|
1,122
|
|
|||||
Other Liabilities
|
20
|
|
|
430
|
|
|
1,212
|
|
|
—
|
|
|
1,662
|
|
|||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Macy's, Inc.
|
5,673
|
|
|
1,730
|
|
|
6,291
|
|
|
(8,021
|
)
|
|
5,673
|
|
|||||
Noncontrolling Interest
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Total Shareholders’ Equity
|
5,673
|
|
|
1,730
|
|
|
6,279
|
|
|
(8,021
|
)
|
|
5,661
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
5,965
|
|
|
$
|
13,448
|
|
|
$
|
11,266
|
|
|
$
|
(11,298
|
)
|
|
$
|
19,381
|
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
938
|
|
|
$
|
81
|
|
|
$
|
278
|
|
|
$
|
—
|
|
|
$
|
1,297
|
|
Receivables
|
—
|
|
|
169
|
|
|
353
|
|
|
—
|
|
|
522
|
|
|||||
Merchandise inventories
|
—
|
|
|
2,565
|
|
|
2,834
|
|
|
—
|
|
|
5,399
|
|
|||||
Prepaid expenses and other current assets
|
—
|
|
|
84
|
|
|
324
|
|
|
—
|
|
|
408
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Current Assets
|
938
|
|
|
2,899
|
|
|
3,789
|
|
|
—
|
|
|
7,626
|
|
|||||
Property and Equipment – net
|
—
|
|
|
3,583
|
|
|
3,434
|
|
|
—
|
|
|
7,017
|
|
|||||
Goodwill
|
—
|
|
|
3,315
|
|
|
582
|
|
|
—
|
|
|
3,897
|
|
|||||
Other Intangible Assets – net
|
—
|
|
|
51
|
|
|
447
|
|
|
—
|
|
|
498
|
|
|||||
Other Assets
|
—
|
|
|
47
|
|
|
766
|
|
|
—
|
|
|
813
|
|
|||||
Deferred Income Taxes
|
26
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|||||
Intercompany Receivable
|
375
|
|
|
—
|
|
|
2,614
|
|
|
(2,989
|
)
|
|
—
|
|
|||||
Investment in Subsidiaries
|
3,137
|
|
|
3,540
|
|
|
—
|
|
|
(6,677
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
4,476
|
|
|
$
|
13,435
|
|
|
$
|
11,632
|
|
|
$
|
(9,692
|
)
|
|
$
|
19,851
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt
|
$
|
—
|
|
|
$
|
306
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
309
|
|
Merchandise accounts payable
|
—
|
|
|
590
|
|
|
833
|
|
|
—
|
|
|
1,423
|
|
|||||
Accounts payable and accrued liabilities
|
16
|
|
|
1,064
|
|
|
2,483
|
|
|
—
|
|
|
3,563
|
|
|||||
Income taxes
|
71
|
|
|
16
|
|
|
265
|
|
|
—
|
|
|
352
|
|
|||||
Total Current Liabilities
|
87
|
|
|
1,976
|
|
|
3,584
|
|
|
—
|
|
|
5,647
|
|
|||||
Long-Term Debt
|
—
|
|
|
6,544
|
|
|
18
|
|
|
—
|
|
|
6,562
|
|
|||||
Intercompany Payable
|
—
|
|
|
2,989
|
|
|
—
|
|
|
(2,989
|
)
|
|
—
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
688
|
|
|
781
|
|
|
(26
|
)
|
|
1,443
|
|
|||||
Other Liabilities
|
66
|
|
|
500
|
|
|
1,311
|
|
|
—
|
|
|
1,877
|
|
|||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Macy's, Inc.
|
4,323
|
|
|
738
|
|
|
5,939
|
|
|
(6,677
|
)
|
|
4,323
|
|
|||||
Noncontrolling Interest
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Total Shareholders’ Equity
|
4,323
|
|
|
738
|
|
|
5,938
|
|
|
(6,677
|
)
|
|
4,322
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
4,476
|
|
|
$
|
13,435
|
|
|
$
|
11,632
|
|
|
$
|
(9,692
|
)
|
|
$
|
19,851
|
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1,547
|
|
|
$
|
755
|
|
|
$
|
1,556
|
|
|
$
|
(2,322
|
)
|
|
$
|
1,536
|
|
Restructuring, impairment, store closing and other costs
|
—
|
|
|
40
|
|
|
146
|
|
|
—
|
|
|
186
|
|
|||||
Settlement charges
|
—
|
|
|
35
|
|
|
70
|
|
|
—
|
|
|
105
|
|
|||||
Gains on sale of real estate
|
—
|
|
|
(201
|
)
|
|
(343
|
)
|
|
—
|
|
|
(544
|
)
|
|||||
Equity in earnings of subsidiaries
|
(1,555
|
)
|
|
(767
|
)
|
|
—
|
|
|
2,322
|
|
|
—
|
|
|||||
Dividends received from subsidiaries
|
903
|
|
|
450
|
|
|
—
|
|
|
(1,353
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
354
|
|
|
637
|
|
|
—
|
|
|
991
|
|
|||||
(Increase) decrease in working capital
|
40
|
|
|
344
|
|
|
(188
|
)
|
|
—
|
|
|
196
|
|
|||||
Other, net
|
(26
|
)
|
|
(261
|
)
|
|
(239
|
)
|
|
—
|
|
|
(526
|
)
|
|||||
Net cash provided by
operating activities |
909
|
|
|
749
|
|
|
1,639
|
|
|
(1,353
|
)
|
|
1,944
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment and capitalized software, net
|
—
|
|
|
(118
|
)
|
|
(231
|
)
|
|
—
|
|
|
(349
|
)
|
|||||
Other, net
|
—
|
|
|
(15
|
)
|
|
(9
|
)
|
|
—
|
|
|
(24
|
)
|
|||||
Net cash used by investing activities
|
—
|
|
|
(133
|
)
|
|
(240
|
)
|
|
—
|
|
|
(373
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt repaid
|
—
|
|
|
(953
|
)
|
|
(1
|
)
|
|
—
|
|
|
(954
|
)
|
|||||
Dividends paid
|
(461
|
)
|
|
—
|
|
|
(1,353
|
)
|
|
1,353
|
|
|
(461
|
)
|
|||||
Issuance of common stock, net of common stock acquired
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Proceeds from noncontrolling interest
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Intercompany activity, net
|
(427
|
)
|
|
412
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
145
|
|
|
(98
|
)
|
|
(63
|
)
|
|
—
|
|
|
(16
|
)
|
|||||
Net cash used by
financing activities |
(738
|
)
|
|
(639
|
)
|
|
(1,389
|
)
|
|
1,353
|
|
|
(1,413
|
)
|
|||||
Net increase (decrease) in cash
and cash equivalents |
171
|
|
|
(23
|
)
|
|
10
|
|
|
—
|
|
|
158
|
|
|||||
Cash and cash equivalents at
beginning of period |
938
|
|
|
81
|
|
|
278
|
|
|
—
|
|
|
1,297
|
|
|||||
Cash and cash equivalents at
end of period |
$
|
1,109
|
|
|
$
|
58
|
|
|
$
|
288
|
|
|
$
|
—
|
|
|
$
|
1,455
|
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
619
|
|
|
$
|
(208
|
)
|
|
$
|
1,074
|
|
|
$
|
(874
|
)
|
|
$
|
611
|
|
Impairments, store closing and other costs
|
—
|
|
|
295
|
|
|
184
|
|
|
—
|
|
|
479
|
|
|||||
Settlement charges
|
—
|
|
|
34
|
|
|
64
|
|
|
—
|
|
|
98
|
|
|||||
Gains on sale of real estate
|
—
|
|
|
(95
|
)
|
|
(114
|
)
|
|
—
|
|
|
(209
|
)
|
|||||
Equity in earnings of subsidiaries
|
(619
|
)
|
|
(255
|
)
|
|
—
|
|
|
874
|
|
|
—
|
|
|||||
Dividends received from subsidiaries
|
957
|
|
|
575
|
|
|
—
|
|
|
(1,532
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
407
|
|
|
651
|
|
|
—
|
|
|
1,058
|
|
|||||
(Increase) decrease in working capital
|
110
|
|
|
(373
|
)
|
|
227
|
|
|
—
|
|
|
(36
|
)
|
|||||
Other, net
|
28
|
|
|
37
|
|
|
(265
|
)
|
|
—
|
|
|
(200
|
)
|
|||||
Net cash provided by
operating activities |
1,095
|
|
|
417
|
|
|
1,821
|
|
|
(1,532
|
)
|
|
1,801
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Disposition (purchase) of property and equipment and capitalized software, net
|
—
|
|
|
13
|
|
|
(252
|
)
|
|
—
|
|
|
(239
|
)
|
|||||
Other, net
|
—
|
|
|
32
|
|
|
20
|
|
|
—
|
|
|
52
|
|
|||||
Net cash provided (used) by
investing activities |
—
|
|
|
45
|
|
|
(232
|
)
|
|
—
|
|
|
(187
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt repaid
|
—
|
|
|
(750
|
)
|
|
(1
|
)
|
|
—
|
|
|
(751
|
)
|
|||||
Dividends paid
|
(459
|
)
|
|
—
|
|
|
(1,532
|
)
|
|
1,532
|
|
|
(459
|
)
|
|||||
Common stock acquired, net of
issuance of common stock |
(280
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(280
|
)
|
|||||
Proceeds from noncontrolling interest
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Intercompany activity, net
|
(144
|
)
|
|
254
|
|
|
(110
|
)
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
(15
|
)
|
|
24
|
|
|
49
|
|
|
—
|
|
|
58
|
|
|||||
Net cash used by financing activities
|
(898
|
)
|
|
(472
|
)
|
|
(1,588
|
)
|
|
1,532
|
|
|
(1,426
|
)
|
|||||
Net increase (decrease) in
cash and cash equivalents |
197
|
|
|
(10
|
)
|
|
1
|
|
|
—
|
|
|
188
|
|
|||||
Cash and cash equivalents at
beginning of period |
741
|
|
|
91
|
|
|
277
|
|
|
—
|
|
|
1,109
|
|
|||||
Cash and cash equivalents at
end of period |
$
|
938
|
|
|
$
|
81
|
|
|
$
|
278
|
|
|
$
|
—
|
|
|
$
|
1,297
|
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1,072
|
|
|
$
|
89
|
|
|
$
|
1,402
|
|
|
$
|
(1,493
|
)
|
|
$
|
1,070
|
|
Impairments, store closing and other costs
|
—
|
|
|
170
|
|
|
118
|
|
|
—
|
|
|
288
|
|
|||||
Gains on sale of real estate
|
—
|
|
|
(110
|
)
|
|
(102
|
)
|
|
—
|
|
|
(212
|
)
|
|||||
Equity in earnings of subsidiaries
|
(1,072
|
)
|
|
(421
|
)
|
|
—
|
|
|
1,493
|
|
|
—
|
|
|||||
Dividends received from subsidiaries
|
1,086
|
|
|
—
|
|
|
—
|
|
|
(1,086
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
440
|
|
|
621
|
|
|
—
|
|
|
1,061
|
|
|||||
(Increase) decrease in working capital
|
25
|
|
|
(211
|
)
|
|
50
|
|
|
—
|
|
|
(136
|
)
|
|||||
Other, net
|
(8
|
)
|
|
(97
|
)
|
|
18
|
|
|
—
|
|
|
(87
|
)
|
|||||
Net cash provided (used) by
operating activities |
1,103
|
|
|
(140
|
)
|
|
2,107
|
|
|
(1,086
|
)
|
|
1,984
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment and capitalized software, net
|
—
|
|
|
(180
|
)
|
|
(729
|
)
|
|
—
|
|
|
(909
|
)
|
|||||
Other, net
|
—
|
|
|
83
|
|
|
(266
|
)
|
|
—
|
|
|
(183
|
)
|
|||||
Net cash used by
investing activities |
—
|
|
|
(97
|
)
|
|
(995
|
)
|
|
—
|
|
|
(1,092
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt issued, net of debt repaid
|
—
|
|
|
348
|
|
|
(1
|
)
|
|
—
|
|
|
347
|
|
|||||
Dividends paid
|
(456
|
)
|
|
—
|
|
|
(1,086
|
)
|
|
1,086
|
|
|
(456
|
)
|
|||||
Common stock acquired, net of
issuance of common stock |
(1,838
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,838
|
)
|
|||||
Proceeds from noncontrolling interest
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Intercompany activity, net
|
12
|
|
|
(151
|
)
|
|
139
|
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
12
|
|
|
37
|
|
|
(136
|
)
|
|
—
|
|
|
(87
|
)
|
|||||
Net cash provided (used) by
financing activities |
(2,270
|
)
|
|
234
|
|
|
(1,079
|
)
|
|
1,086
|
|
|
(2,029
|
)
|
|||||
Net increase (decrease) in cash
and cash equivalents |
(1,167
|
)
|
|
(3
|
)
|
|
33
|
|
|
—
|
|
|
(1,137
|
)
|
|||||
Cash and cash equivalents at
beginning of period |
1,908
|
|
|
94
|
|
|
244
|
|
|
—
|
|
|
2,246
|
|
|||||
Cash and cash equivalents at
end of period |
$
|
741
|
|
|
$
|
91
|
|
|
$
|
277
|
|
|
$
|
—
|
|
|
$
|
1,109
|
|
(i)
|
The Participant’s voluntary resignation or retirement;
|
(ii)
|
The Participant’s death prior to the effective date of the Participant’s termination from employment;
|
(iii)
|
The Participant becoming permanently disabled within the meaning of the long-term disability plan of the Company or any other Participating Employer in effect for, or applicable to, the Participant immediately prior to the effective date of the Participant’s termination from employment (whether or not the Participant actually enrolled in such long-term disability plan);
|
(iv)
|
The Participant’s termination in connection with the sale or other disposition of a business of the Company where the Executive continues working for the acquiring entity; or
|
(i)
|
At age 55 through 61 with at least ten years of vesting service, then
|
(1)
|
any vested but unexercised Optioned Shares as of the effective date of retirement shall continue to be exercisable through expiration of the Term; and
|
(2)
|
any Optioned Shares that were not vested as of the effective date of retirement shall be forfeited; and
|
(ii)
|
At age 62 or over with at least five years of vesting service, then
|
(1)
|
any vested but unexercised Optioned Shares as of the effective date of retirement shall continue to be exercisable through expiration of the Term; and
|
(2)
|
any Optioned Shares granted at least six months prior to the effective date of retirement that were not vested as of the effective date of retirement shall continue to vest in accordance with the vesting schedule detailed in the Award Letter, and shall be exercisable through expiration of the Term; and
|
(3)
|
Any Optioned Shares granted less than six months prior to the effective date of retirement that were not vested as of the effective date of retirement shall be forfeited.
|
Amazon
|
J.C. Penney
|
Sears
|
Burlington Coat Factory
|
Kohl’s
|
Target
|
Dillard’s
|
Nordstrom
|
TJX
|
Hudson’s Bay
|
Ross Stores
|
Walmart
|
|
|
Comparable Sales Growth (33.3%)
|
|||
Performance Level*
|
|
3-year Average
|
Vesting Percentage
|
||
Outstanding
|
|
≥3.0%
|
|
%
|
150%
|
Target
|
|
1.9
|
%
|
%
|
100%
|
Threshold
|
|
0.0
|
%
|
%
|
50%
|
Below Threshold
|
|
<0.0%
|
|
|
0%
|
|
|
ROIC (33.3%)
|
||
Performance Level*
|
|
3-year Average
|
Vesting Percentage
|
|
Outstanding
|
|
>
18.6%
|
|
150%
|
Target
|
|
18.2%
|
|
100%
|
Threshold
|
|
16.6%
|
|
50%
|
Below Threshold
|
|
<16.6%
|
|
0%
|
|
|
Relative TSR (33.4%)
|
|
Performance Level
*
|
|
3-year TSR vs. Peer Group**
|
Vesting Percentage
|
Outstanding
|
|
≥75%
|
150%
|
Target
|
|
50%
|
100%
|
Threshold
|
|
35%
|
50%
|
Below Threshold
|
|
<35%
|
0%
|
(i)
|
asset impairment charges (as determined under GAAP);
|
(ii)
|
income, gains, expenses, losses, cash inflows and cash outflows resulting from material restructuring charges (as reported in the Company’s quarterly earnings releases and filings with the Securities and Exchange Commission (SEC) and reviewed by the Company’s independent auditors);
|
(iii)
|
income, gains, expenses, losses, cash inflows and cash outflows attributable to any division, business segment, material business operation, subsidiary, affiliate or material group of stores that are acquired;
|
(iv)
|
income, gains, expenses, losses, cash inflows and cash outflows from the sale or disposition of any division, business segment, material business operation, subsidiary, affiliate or material group of stores;
|
(v)
|
income, gains, expenses, losses, cash inflows and cash outflows resulting from unusual or infrequently occurring items [as reported in the Company’s quarterly earnings releases and filings with the SEC and reviewed by the Company’s independent auditors];
|
(vi)
|
store closing costs (as reported in the Company’s quarterly earnings releases and filings with the SEC and reviewed by the Company’s independent auditors);
|
(vii)
|
material tax assessments for which a reserve or liability was not previously recorded in the Company’s financial statements;
|
(viii)
|
unplanned tax law changes which have a material impact on the company; and
|
(ix)
|
changes in accounting principles (as determined under GAAP).
|
Amazon
|
J.C. Penney
|
Sears
|
Burlington Coat Factory
|
Kohl’s
|
Target
|
Dillard’s
|
Nordstrom
|
TJX
|
Hudson’s Bay
|
Ross Stores
|
Walmart
|
(i)
|
following a voluntary retirement and prior to the later to occur of (a) the last Vesting Date or (b) two years following retirement, the Grantee renders personal services to a Competing Business (as hereafter defined in Section 16) 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 last Vesting Date 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 16).
|
(i)
|
Any of the following named companies, or any other business into which such company is merged, consolidated, or otherwise combined, and the subsidiaries, affiliates and successors of each such company
|
Amazon
|
J.C. Penney
|
Sears
|
Burlington Coat Factory
|
Kohl’s
|
Target
|
Dillard’s
|
Nordstrom
|
TJX
|
Hudson’s Bay
|
Ross Stores
|
Walmart
|
•
|
Amazon
|
•
|
Burlington Coat Factory
|
•
|
Dillard’s
|
•
|
Hudson’s Bay
|
•
|
J.C. Penney
|
•
|
Kohl’s
|
•
|
Nordstrom
|
•
|
Ross Stores
|
•
|
Sears
|
•
|
Target
|
•
|
TJX
|
•
|
Walmart; or
|
1.
|
had annual revenues for its most recently completed fiscal year of at least $4 billion; and
|
2.
|
both (i) offers a category or categories of merchandise (e.g., Fine Jewelry, Cosmetics, Kids, Big Ticket, Housewares, Men’s, Dresses), any of which are offered by a Participating Employer, and (ii) the revenue derived by such other retailer during such retailer’s most recently ended fiscal year from such category or categories of merchandise represent(s), in the aggregate, more than 50% of the Participating Employers' total revenues for the most recently completed fiscal year derived from the same category or categories of merchandise.
|
(i)
|
The Participant’s voluntary resignation or retirement other than as provided in Section 7(b), below;
|
(ii)
|
The Participant’s death prior to the effective date of the Participant’s termination from employment;
|
(iii)
|
The Participant becoming permanently disabled within the meaning of the long-term disability plan of the Company or any other Participating Employer in effect for, or applicable to, the Participant immediately prior to the effective date of the Participant’s termination from employment (whether or not the Participant actually enrolled in such long-term disability plan);
|
(iv)
|
The Participant’s termination from a Participating Employer in a transaction involving the sale or other disposition of a business of the Company where the Executive continues working for the acquiring entity; or
|
(v)
|
The Participant's termination of employment for Cause.
|
(i)
|
A material diminution in the Executive’s base compensation;
|
(ii)
|
A material diminution in the Executive’s authority, duties, or responsibilities;
|
(iii)
|
A material change in the geographic location at which the executive must perform the services; or
|
(iv)
|
Any other action or inaction that constitutes a material breach by a Participating Employer of an agreement under which the Executive provides services.
|
(i)
|
The Participant continued to work through the date that is the second anniversary of the effective date of the Participant’s termination from employment;
|
(ii)
|
The Participant received the same base compensation through the date described in (i), above, that the Participant was receiving at the Executive’s termination from employment;
|
(iii)
|
The Participant received a bonus for any fiscal year (or portion thereof) from the Executive’s termination from employment through the date described in (i), above, equal to the actual bonus (if any) that the participant receives for that year (even if paid after the Executive’s termination from employment).
|
|
(a)
|
Fuel, oil, lubricants, and other additives;
|
|
(b)
|
Travel expenses of the crew, including food, lodging, and ground transportation;
|
|
(c)
|
Hangar and tie-down costs away from the Aircraft’s base of operation;
|
|
(d)
|
Insurance obtained for the specific flight as per Section 7(b);
|
|
(e)
|
Landing fees, airport taxes, and similar assessments;
|
|
(f)
|
Customs, foreign permit, and similar fees directly related to the flight;
|
|
(g)
|
Passenger ground transportation;
|
|
(h)
|
In-flight food and beverages;
|
|
(i)
|
Flight planning and weather contract services; and
|
|
(j)
|
An additional charge equal to one hundred percent (100%) of the expenses listed in subsection (a) above.
|
|
(a)
|
departure point;
|
|
(b)
|
destination;
|
|
(c)
|
date and time of flight;
|
|
(d)
|
number and identity of anticipated passengers;
|
|
(e)
|
nature and extent of luggage and/or cargo expected to be carried;
|
|
(f)
|
date and time of return flight, if any; and
|
|
(g)
|
any other information concerning the proposed flight that may be pertinent to or required by Operator, its flight crew, or governmental entities.
|
|
|
|
|
|
Type of Aircraft
|
|
U.S. Registration Number
|
|
Manufacturer Serial Number
|
Cessna Citation Encore Plus
|
|
N765F (formerly
known as N237BG)
|
|
560-0771
|
Gulfstream G200
|
|
N765WM (formerly
known as N200LV)
|
|
115
|
|
|
|
|
|
Gulfstream G200
|
|
N765M
|
|
124
|
|
|||
|
|
|
|
Corporate Name
|
State of Incorporation/
Formation
|
Trade Name(s)
|
|
Advertex Communications, Inc.
|
New York
|
Macy’s Marketing
|
|
Bloomingdale's, Inc.
|
Ohio
|
|
|
Bloomingdale’s The Outlet Store, Inc.
|
Ohio
|
|
|
Bloomingdales.com, LLC
|
Ohio
|
|
|
Bluemercury, Inc.
|
Delaware
|
Bluemercury
|
|
FDS Bank
|
N/A
|
|
|
FDS Thrift Holding Co., Inc.
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Ohio
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Macy's Backstage, Inc.
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Ohio
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Macy’s Corporate Services, Inc.
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Ohio
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Macy’s Credit and Customer Services, Inc.
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Ohio
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Macy’s Credit Operations, Inc.
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Ohio
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Macy’s Florida Stores, LLC
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Ohio
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Macy’s
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Macy’s Merchandising Corporation
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New York
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Macy’s Merchandising Group (Hong Kong)
Limited
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Hong Kong
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Macy’s Merchandising Group International
(Hong Kong) Limited
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Hong Kong
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Macy’s Merchandising Group International, LLC
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Delaware
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Macy’s Merchandising Group Procurement, LLC
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Delaware
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Macy’s Merchandising Group, Inc.
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New York
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Macy's Puerto Rico, Inc.
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Puerto Rico
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Macy’s Retail Holdings, Inc.
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New York
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Macy’s
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Macy’s Systems and Technology, Inc.
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Ohio
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Macy’s West Stores, Inc.
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Ohio
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Macy’s
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Macys.com, LLC
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Ohio
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West 34
th
Street Insurance Company New York
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New York
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/s/ Francis S. Blake
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/s/ John Bryant
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/s/ Deirdre P. Connelly
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Francis S. Blake
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John Bryant
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Deirdre P. Connelly
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/s/ Jeff Gennette
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/s/ Leslie D. Hale
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/s/ Karen M. Hoguet
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Jeff Gennette
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Leslie D. Hale
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Karen M. Hoguet
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/s/ William H. Lenehan
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/s/ Sara Levinson
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/s/ Joyce M. Roché
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William H. Lenehan
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Sara Levinson
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Joyce M. Roché
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/s/ Paul C. Varga
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/s/ Marna C. Whittington
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/s/ Felicia Williams
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Paul C. Varga
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Marna C. Whittington
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Felicia Williams
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d.
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
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5
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a.
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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April 4, 2018
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/s/ Jeff Gennette
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Jeff Gennette
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Chief Executive Officer
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d.
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
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5
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a.
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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April 4, 2018
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/s/ Karen M. Hoguet
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Karen M. Hoguet
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Chief Financial 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 3, 2018, 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:
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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 4, 2018
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/s/ Jeff Gennette
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Name: Jeff Gennette
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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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|
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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 3, 2018, 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 4, 2018
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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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