|
For the Fiscal Year Ended
February 2, 2019
|
|
Commission File Number:
1-13536
|
Incorporated in Delaware
|
|
I.R.S. No. 13-3324058
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $.01 par value per share
|
|
New York Stock Exchange
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
Class
|
|
Outstanding at March 2, 2019
|
Common Stock, $.01 par value per share
|
|
307,800,430 shares
|
Document
|
Parts Into
Which Incorporated
|
Proxy Statement for the Annual Meeting of Stockholders to be held May 17, 2019
|
Part III
|
|
•
|
the possible invalidity of the underlying beliefs and assumptions;
|
•
|
the success of the Company’s operational decisions, such as product sourcing, merchandise mix and pricing, and marketing, and strategic initiatives, such as Growth stores, Backstage on-mall off-price business, and vendor direct expansion;
|
•
|
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;
|
•
|
competitive pressures from department stores, specialty stores, general merchandise stores, manufacturers’ outlets, off-price and discount stores, and all other retail channels, including the Internet, catalogs and television;
|
•
|
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;
|
•
|
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;
|
•
|
the cost of employee benefits as well as attracting and retaining quality employees;
|
•
|
transactions and strategy involving the Company's real estate portfolio;
|
•
|
the seasonal nature of the Company’s business;
|
•
|
conditions to, or changes in the timing of, proposed transactions, and changes in expected synergies, cost savings and non-recurring charges;
|
•
|
possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions;
|
•
|
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;
|
•
|
changes in relationships with vendors and other product and service providers;
|
•
|
currency, interest and exchange rates and other capital market, economic and geo-political conditions;
|
•
|
unstable political conditions, civil unrest, terrorist activities and armed conflicts;
|
•
|
the possible inability of the Company’s manufacturers or transporters to deliver products in a timely manner or meet the Company’s quality standards;
|
•
|
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
|
•
|
duties, taxes, other charges and quotas on imports.
|
Item 1.
|
Business.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Women’s Accessories, Intimate Apparel, Shoes, Cosmetics and Fragrances
|
$
|
9,500
|
|
|
$
|
9,483
|
|
|
$
|
9,795
|
|
Women’s Apparel
|
5,675
|
|
|
5,807
|
|
|
6,009
|
|
|||
Men’s and Kids’
|
5,712
|
|
|
5,629
|
|
|
5,844
|
|
|||
Home/Other (a)
|
4,084
|
|
|
4,020
|
|
|
4,260
|
|
|||
Total
|
$
|
24,971
|
|
|
$
|
24,939
|
|
|
$
|
25,908
|
|
•
|
The Company’s wholly-owned bank subsidiary, FDS Bank, provides 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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
Charters of the Audit Committee, Compensation and Management Development Committee, Finance Committee, and Nominating and Corporate Governance Committee,
|
•
|
Corporate Governance Principles,
|
•
|
Lead Independent Director Policy,
|
•
|
Non-Employee Director Code of Business Conduct and Ethics,
|
•
|
Code of Conduct,
|
•
|
Standards for Director Independence,
|
•
|
Related Person Transactions Policy,
|
•
|
Method to Facilitate Receipt, Retention and Treatment of Communications, and
|
•
|
Proxy Access By-Laws.
|
Name
|
|
Age
|
|
Position with the Company
|
Jeff Gennette
|
|
57
|
|
Chief Executive Officer, Chairman of the Board and Director
|
Paula A. Price
|
|
57
|
|
Executive Vice President and Chief Financial Officer
|
Harry A. Lawton III
|
|
44
|
|
President
|
Elisa D. Garcia
|
|
61
|
|
Executive Vice President, Chief Legal Officer and Secretary
|
Danielle L. Kirgan
|
|
43
|
|
Executive Vice President and Chief Human Resources Officer
|
Felicia Williams
|
|
53
|
|
Senior Vice President, Controller and Enterprise Risk Officer
|
Item 1A.
|
Risk Factors.
|
•
|
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
|
•
|
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.
|
•
|
general economic, stock, credit and real estate market conditions;
|
•
|
risks relating to Macy’s business and industry, including those discussed above;
|
•
|
strategic actions by us or our competitors;
|
•
|
adverse business announcements by our competitors;
|
•
|
variations in our quarterly results of operations;
|
•
|
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.
|
Item 1B.
|
Unresolved Staff Comments.
|
Item 2.
|
Properties.
|
|
2018
|
|
2017
|
|
2016
|
|||
Macy's
|
649
|
|
|
660
|
|
|
673
|
|
Bloomingdale's
|
55
|
|
|
55
|
|
|
55
|
|
bluemercury
|
163
|
|
|
137
|
|
|
101
|
|
|
867
|
|
|
852
|
|
|
829
|
|
Geographic Region
|
|
Total
|
|
Owned
|
|
Leased
|
|
Subject to
a Ground
Lease
|
|
Partly Owned and Partly
Leased
|
|||||
North Central
|
|
144
|
|
|
76
|
|
|
48
|
|
|
19
|
|
|
1
|
|
Northeast
|
|
258
|
|
|
84
|
|
|
144
|
|
|
30
|
|
|
—
|
|
Northwest
|
|
136
|
|
|
43
|
|
|
71
|
|
|
20
|
|
|
2
|
|
South
|
|
195
|
|
|
110
|
|
|
60
|
|
|
25
|
|
|
—
|
|
Southwest
|
|
134
|
|
|
47
|
|
|
63
|
|
|
23
|
|
|
1
|
|
|
|
867
|
|
|
360
|
|
|
386
|
|
|
117
|
|
|
4
|
|
Location
|
|
Primary Function
|
|
Owned or Leased
|
|
Square Footage (thousands)
|
|
Cheshire, CT
|
|
Direct to customer
|
|
Owned
|
|
700
|
|
Chicago, IL
|
|
Stores
|
|
Owned
|
|
861
|
|
Denver, CO
|
|
Stores
|
|
Leased
|
|
20
|
|
Goodyear, AZ
|
|
Direct to customer
|
|
Owned
|
|
1,560
|
|
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
|
|
2,060
|
|
Miami, FL
|
|
Stores
|
|
Leased
|
|
535
|
|
Portland, TN
|
|
Direct to customer
|
|
Owned
|
|
1,455
|
|
Raritan, NJ
|
|
Stores
|
|
Owned
|
|
980
|
|
Sacramento, CA
|
|
Direct to customer
|
|
Leased
|
|
385
|
|
Secaucus, NJ
|
|
Stores
|
|
Leased
|
|
675
|
|
South Windsor, CT
|
|
Stores
|
|
Owned
|
|
670
|
|
Stone Mountain, GA
|
|
Stores
|
|
Owned
|
|
1,000
|
|
Tampa, FL
|
|
Stores
|
|
Owned
|
|
670
|
|
Tulsa, OK
|
|
Direct to customer
|
|
Owned
|
|
2,195
|
|
Tukwila, WA
|
|
Stores
|
|
Leased
|
|
500
|
|
Union City, CA
|
|
Stores
|
|
Leased
|
|
165
|
|
Youngstown, OH
|
|
Stores
|
|
Owned
|
|
851
|
|
Item 3.
|
Legal Proceedings.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
Total
Number
of Shares
Purchased
|
|
Average
Price per
Share ($)
|
|
Number of Shares
Purchased under
Program (1)
|
|
Open
Authorization
Remaining ($)(1)
|
||||
|
(thousands)
|
|
|
|
(thousands)
|
|
(millions)
|
||||
November 4, 2018 - December 1, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
1,716
|
|
December 2, 2018 - January 5, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
1,716
|
|
January 6, 2019 - February 2, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
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 2, 2019
,
$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.
|
|
2018
|
|
2017*
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(millions, except per share)
|
||||||||||||||||||
Consolidated Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
24,971
|
|
|
$
|
24,939
|
|
|
$
|
25,908
|
|
|
$
|
27,079
|
|
|
$
|
28,105
|
|
Gross margin (a)
|
9,756
|
|
|
9,758
|
|
|
10,242
|
|
|
10,583
|
|
|
11,242
|
|
|||||
Operating income
|
1,738
|
|
|
1,864
|
|
|
1,371
|
|
|
2,028
|
|
|
2,773
|
|
|||||
Net income
|
1,098
|
|
|
1,555
|
|
|
619
|
|
|
1,070
|
|
|
1,526
|
|
|||||
Net income attributable to Macy's, Inc. shareholders
|
1,108
|
|
|
1,566
|
|
|
627
|
|
|
1,072
|
|
|
1,526
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share attributable to
Macy's, Inc. shareholders |
$
|
3.60
|
|
|
$
|
5.13
|
|
|
$
|
2.03
|
|
|
$
|
3.26
|
|
|
$
|
4.30
|
|
Diluted earnings per share attributable to
Macy's, Inc. shareholders |
$
|
3.56
|
|
|
$
|
5.10
|
|
|
$
|
2.02
|
|
|
$
|
3.22
|
|
|
$
|
4.22
|
|
Average number of shares outstanding
|
307.7
|
|
|
305.4
|
|
|
308.5
|
|
|
328.4
|
|
|
355.2
|
|
|||||
Cash dividends paid per share
|
$
|
1.5100
|
|
|
$
|
1.5100
|
|
|
$
|
1.4925
|
|
|
$
|
1.3925
|
|
|
$
|
1.1875
|
|
Depreciation and amortization
|
$
|
962
|
|
|
$
|
991
|
|
|
$
|
1,058
|
|
|
$
|
1,061
|
|
|
$
|
1,036
|
|
Capital expenditures
|
$
|
932
|
|
|
$
|
760
|
|
|
$
|
912
|
|
|
$
|
1,113
|
|
|
$
|
1,068
|
|
Balance Sheet Data (at year end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,162
|
|
|
$
|
1,455
|
|
|
$
|
1,297
|
|
|
$
|
1,109
|
|
|
$
|
2,246
|
|
Property and equipment - net
|
6,637
|
|
|
6,672
|
|
|
7,017
|
|
|
7,616
|
|
|
7,800
|
|
|||||
Total assets
|
19,194
|
|
|
19,583
|
|
|
20,082
|
|
|
20,576
|
|
|
21,330
|
|
|||||
Short-term debt
|
43
|
|
|
22
|
|
|
309
|
|
|
642
|
|
|
76
|
|
|||||
Long-term debt
|
4,708
|
|
|
5,861
|
|
|
6,562
|
|
|
6,995
|
|
|
7,233
|
|
|||||
Total Shareholders’ equity
|
6,436
|
|
|
5,733
|
|
|
4,375
|
|
|
4,253
|
|
|
5,378
|
|
*
|
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 the Company's 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.
|
•
|
The Macy's Star Rewards loyalty program marked its one-year anniversary and continued to offer improved benefits to its members, including exclusive experiences for the program's platinum loyalty members. Loyalty program members are shopping more and spending more in total, resulting in increased penetration of the Company's proprietary credit card. Additionally, a tender-neutral option was launched during 2018, resulting in the addition of more than three million new members to the loyalty program.
|
•
|
Continuing the aggressive expansion of Backstage, Macy's mall-based off-price business, the Company opened more than 120 new Backstage locations within Macy’s stores. This expansion brings the total Backstage locations
|
•
|
The Company enhanced customer options for pick-up, delivery and checkout at Macy's, including the expansion of Buy Online Pickup in Stores ("BOPS"), launch of Buy Online Ship to Store ("BOSS") and creation of At Your Service stations in all stores.
|
•
|
The Company's vendor direct program (merchandise purchased from the Company's websites and digital applications and shipped directly to customers from the respective vendor) continued its expansion during 2018, with increased assortment and the addition of new categories and brands. This program will continue its expansion into more categories and brands in 2019.
|
•
|
The Growth50 locations (a mix of stores where the Company accelerated a number of successful store initiatives, such as facility upgrades, merchandising strategies, and localized marketing) contributed to the strong operating results for 2018, with sales results outperforming the other Macy's locations. As a result of the performance of the Growth50 locations, the Company will expand the initiative to another 100 stores in 2019, creating the Growth150.
|
•
|
Flagship stores include Herald Square and 10 other regional flagship stores which serve as premier retail destinations within their respective regions.
|
•
|
Magnet stores are retail destinations within major markets that offer an expanded selection of merchandise. Included within these stores are the Growth50 stores, which, as noted previously, will be expanded to another 100 stores in 2019.
|
•
|
Neighborhood stores are smaller locations that are visited primarily for convenience and on-line order fulfillment.
|
•
|
Net sales increased 0.1% compared to 2017, which included a 53rd week of operations.
|
•
|
Comparable sales on an owned basis increased
1.7%
and comparable sales on an owned plus licensed basis increased
2.0%
.
|
•
|
Asset sale gains decreased $155 million to $389 million compared to 2017.
|
•
|
Federal, state, and local income tax expense for 2018 was
$322 million
compared to a benefit of
$39 million
in 2017, which included a non-cash tax benefit of $584 million associated with the remeasurement of the Company's deferred tax balances due to U.S. federal tax reform enacted in 2017. As a result of U.S. federal tax reform, the Company's federal statutory effective tax rate declined to 21% in January 2018 from 35%.
|
•
|
Net income attributable to Macy's, Inc. shareholders for 2018 was
$1,108 million
, a decrease of
$458 million
from
$1,566 million
in 2017.
|
•
|
Diluted earnings per share attributable to Macy's, Inc. shareholders decreased to
$3.56
in 2018 compared to
$5.10
in 2017. Excluding restructuring, impairment, store closing and other costs, settlement charges, losses and gains on early retirement of debt and the deferred tax effects of U.S. federal tax reform, adjusted diluted earnings per share attributable to Macy's, Inc. shareholders increased to
$4.18
in 2018 from
$3.79
in 2017. In addition, excluding asset sales gains, adjusted diluted earnings per share attributable to Macy's, Inc. shareholders increased to $3.26 in 2018 from $2.69 in 2017.
|
•
|
Earnings before interest, taxes, depreciation and amortization excluding restructuring, impairment, store closing and other costs and settlement charges ("Adjusted EBITDA") was $2,877 million in 2018, as compared to $3,109 million in 2017.
|
•
|
Return on invested capital ("ROIC"), a key measure of operating productivity, was 19.9% for 2018 compared to 20.8% for 2017.
|
•
|
The Company repurchased $1,094 million of debt in 2018, consisting of $344 million of debt repurchased in the open market and $750 million of debt repurchased in a tender offer ("tender offer").
|
•
|
Net sales are estimated to be approximately flat to 2018.
|
•
|
Comparable sales on both an owned and owned plus licensed basis are estimated to be flat to up 1.0%.
|
•
|
Credit revenue is estimated to be approximately $740 million to $765 million.
|
•
|
Gross margin rate is estimated to be down moderately in the first half and down slightly in the second half of the year.
|
•
|
SG&A expense rate is expected to be up slightly with expense savings increasing throughout the year and helping to offset incremental investment spend.
|
•
|
Benefit plan income is estimated to be approximately $25 million.
|
•
|
Estimated asset sale gains of approximately $100 million.
|
•
|
Estimated interest expense of approximately $190 million.
|
•
|
Effective tax rate is expected to be 23.0%.
|
•
|
Adjusted diluted earnings per share is expected to be $3.05 to $3.25. Adjusted diluted earnings per share, excluding asset sale gains, is expected to be $2.80 to $3.00.
|
•
|
Estimated depreciation and amortization of approximately $975 million.
|
•
|
Capital expenditures are estimated at approximately $1 billion.
|
|
Obligations Due, by Period
|
||||||||||||||||||
Total
|
|
Less than
1 Year
|
|
1 – 3
Years
|
|
3 – 5
Years
|
|
More than
5 Years
|
|||||||||||
(millions)
|
|||||||||||||||||||
Short-term debt
|
$
|
42
|
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
4,671
|
|
|
—
|
|
|
1,092
|
|
|
1,150
|
|
|
2,429
|
|
|||||
Interest on debt
|
2,069
|
|
|
214
|
|
|
402
|
|
|
327
|
|
|
1,126
|
|
|||||
Capital lease obligations
|
46
|
|
|
3
|
|
|
6
|
|
|
6
|
|
|
31
|
|
|||||
Operating leases
(a)
|
4,254
|
|
|
325
|
|
|
624
|
|
|
547
|
|
|
2,758
|
|
|||||
Letters of credit
|
28
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other obligations
|
5,022
|
|
|
3,188
|
|
|
825
|
|
|
299
|
|
|
710
|
|
|||||
|
$
|
16,132
|
|
|
$
|
3,800
|
|
|
$
|
2,949
|
|
|
$
|
2,329
|
|
|
$
|
7,054
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Increase (decrease) in comparable sales on an owned basis (note 1)
|
|
1.7
|
%
|
|
(2.2
|
)%
|
|
(3.5
|
)%
|
Impact of growth in comparable sales of departments licensed to third parties (note 2)
|
|
0.3
|
%
|
|
0.3
|
%
|
|
0.6
|
%
|
Increase (decrease) in comparable sales on an owned plus licensed basis
|
|
2.0
|
%
|
|
(1.9
|
)%
|
|
(2.9
|
)%
|
(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, or a material portion of 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.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
As reported
|
|
$
|
3.56
|
|
|
$
|
5.10
|
|
|
$
|
2.02
|
|
Restructuring, impairment, store closing and other costs
(a)
|
|
0.41
|
|
|
0.61
|
|
|
1.54
|
|
|||
Settlement charges
|
|
0.28
|
|
|
0.34
|
|
|
0.31
|
|
|||
Losses (gains) on early retirement of debt
|
|
0.11
|
|
|
(0.03
|
)
|
|
—
|
|
|||
Income tax impact of certain items identified above
|
|
(0.18
|
)
|
|
(0.33
|
)
|
|
(0.73
|
)
|
|||
Deferred tax effects of federal tax reform
|
|
—
|
|
|
(1.90
|
)
|
|
—
|
|
|||
As adjusted
|
|
$
|
4.18
|
|
|
$
|
3.79
|
|
|
$
|
3.14
|
|
Gains on sale of real estate
|
|
(1.25
|
)
|
|
$
|
(1.77
|
)
|
|
(0.67
|
)
|
||
Income tax impact of gains on sale of real estate
|
|
0.33
|
|
|
$
|
0.67
|
|
|
0.26
|
|
||
As adjusted excluding gains on sale of real estate
|
|
$
|
3.26
|
|
|
$
|
2.69
|
|
|
$
|
2.73
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(millions, except percentages)
|
||||||||||
Net sales
|
|
$
|
24,971
|
|
|
$
|
24,939
|
|
|
$
|
25,908
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to Macy's, Inc. shareholders
|
|
$
|
1,108
|
|
|
$
|
1,566
|
|
|
$
|
627
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to Macy's, Inc. shareholders
as a percent to net sales
|
|
4.4
|
%
|
|
6.3
|
%
|
|
2.4
|
%
|
|||
|
|
|
|
|
|
|
||||||
Net income attributable to Macy's, Inc. shareholders
|
|
$
|
1,108
|
|
|
$
|
1,566
|
|
|
$
|
627
|
|
Restructuring, impairment, store closing and other costs
(a)
|
|
128
|
|
|
186
|
|
|
479
|
|
|||
Settlement charges
|
|
88
|
|
|
105
|
|
|
98
|
|
|||
Interest expense - net
|
|
236
|
|
|
310
|
|
|
363
|
|
|||
Losses (gains) on early retirement of debt
|
|
33
|
|
|
(10
|
)
|
|
—
|
|
|||
Federal, state and local income tax expense (benefit)
|
|
322
|
|
|
(39
|
)
|
|
346
|
|
|||
Adjusted EBIT
|
|
$
|
1,915
|
|
|
$
|
2,118
|
|
|
$
|
1,913
|
|
Adjusted EBIT as a percent to net sales
|
|
7.7
|
%
|
|
8.5
|
%
|
|
7.4
|
%
|
|||
|
|
|
|
|
|
|
||||||
Add back depreciation and amortization
|
|
962
|
|
|
991
|
|
|
1,058
|
|
|||
Adjusted EBITDA
|
|
$
|
2,877
|
|
|
$
|
3,109
|
|
|
$
|
2,971
|
|
Adjusted EBITDA as a percent to net sales
|
|
11.5
|
%
|
|
12.5
|
%
|
|
11.5
|
%
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(millions, except percentages)
|
||||||||||
Net income
|
|
$
|
1,098
|
|
|
$
|
1,555
|
|
|
$
|
619
|
|
|
|
|
|
|
|
|
||||||
Property and equipment - net
|
|
$
|
6,655
|
|
|
$
|
6,845
|
|
|
$
|
7,317
|
|
|
|
|
|
|
|
|
||||||
Net income as a percent to property and
equipment - net |
|
16.5
|
%
|
|
22.7
|
%
|
|
8.5
|
%
|
|||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,098
|
|
|
$
|
1,555
|
|
|
$
|
619
|
|
Add back interest expense, net
|
|
236
|
|
|
310
|
|
|
363
|
|
|||
Add back (deduct) losses (gains) on early retirement of debt
|
|
33
|
|
|
(10
|
)
|
|
—
|
|
|||
Add back (deduct) federal, state and local tax expense (benefit)
|
|
322
|
|
|
(39
|
)
|
|
346
|
|
|||
Add back restructuring, impairment, store closing and
other costs |
|
136
|
|
|
186
|
|
|
479
|
|
|||
Add back settlement charges
|
|
88
|
|
|
105
|
|
|
98
|
|
|||
Add back depreciation and amortization
|
|
962
|
|
|
991
|
|
|
1,058
|
|
|||
Add back rent expense, net
|
|
|
|
|
|
|
||||||
Real estate
|
|
327
|
|
|
310
|
|
|
306
|
|
|||
Personal property
|
|
9
|
|
|
10
|
|
|
11
|
|
|||
Deferred rent amortization
|
|
14
|
|
|
14
|
|
|
9
|
|
|||
Adjusted EBITDA
|
|
$
|
3,225
|
|
|
$
|
3,432
|
|
|
$
|
3,289
|
|
|
|
|
|
|
|
|
||||||
Property and equipment - net
|
|
$
|
6,655
|
|
|
$
|
6,845
|
|
|
$
|
7,317
|
|
Add back accumulated depreciation and amortization
|
|
4,553
|
|
|
4,733
|
|
|
5,088
|
|
|||
Add capitalized value of non-capitalized leases
|
|
2,800
|
|
|
2,672
|
|
|
2,608
|
|
|||
Add (deduct) other selected assets and liabilities:
|
|
|
|
|
|
|
||||||
Receivables
|
|
273
|
|
|
327
|
|
|
402
|
|
|||
Merchandise inventories
|
|
5,664
|
|
|
5,712
|
|
|
6,012
|
|
|||
Prepaid expenses and other current assets
|
|
608
|
|
|
616
|
|
|
687
|
|
|||
Other assets
|
|
803
|
|
|
830
|
|
|
881
|
|
|||
Merchandise accounts payable
|
|
(2,219
|
)
|
|
(2,115
|
)
|
|
(2,173
|
)
|
|||
Accounts payable and accrued liabilities
|
|
(2,917
|
)
|
|
(3,127
|
)
|
|
(3,075
|
)
|
|||
Total average invested capital
|
|
$
|
16,220
|
|
|
$
|
16,493
|
|
|
$
|
17,747
|
|
|
|
|
|
|
|
|
||||||
ROIC
|
|
19.9
|
%
|
|
20.8
|
%
|
|
18.5
|
%
|
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 2, 2019, February 3, 2018, and January 28, 2017
|
|
Consolidated Statements of Comprehensive Income for the fiscal years ended
February 2, 2019, February 3, 2018, and January 28, 2017 |
|
Consolidated Balance Sheets as of February 2, 2019 and February 3, 2018
|
|
Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended
February 2, 2019, February 3, 2018, and January 28, 2017 |
|
Consolidated Statements of Cash Flows for the fiscal years ended
February 2, 2019, February 3, 2018, and January 28, 2017 |
|
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
|
David P. Abney
|
|
63
|
|
2018
|
|
Chairman and Chief Executive Officer of UPS, Inc., a multinational package delivery and supply chain management company, since 2016 and 2014, respectively. Chief Operating Officer of UPS, Inc. since 2007.
|
Francis S. Blake
|
|
69
|
|
2015
|
|
Former Chairman and Chief Executive Officer of The Home Depot, Inc., a multinational home improvement retailer.
|
John A. Bryant
|
|
53
|
|
2015
|
|
Former Chairman and Chief Executive Officer of Kellogg Company, a multinational cereal and snack food producer.
|
Deirdre P. Connelly
|
|
58
|
|
2008
|
|
Former President, North American Pharmaceuticals of GlaxoSmithKline, a global pharmaceutical company.
|
Leslie D. Hale
|
|
46
|
|
2015
|
|
President and Chief Executive Officer of RLJ Lodging Trust, a publicly-traded lodging real estate investment trust, since 2018.
|
William H. Lenehan
|
|
42
|
|
2016
|
|
President and Chief Executive Officer of Four Corners Property Trust, Inc., a real estate investment trust, since 2015.
|
Sara Levinson
|
|
68
|
|
1997
|
|
Co-Founder and Director of Katapult, a digital entertainment company making products for today's creative generation, since 2013.
|
Joyce M. Roché
|
|
72
|
|
2006
|
|
Former President and Chief Executive Officer of Girls Incorporated, a national non-profit research, education and advocacy organization.
|
Paul C. Varga
|
|
55
|
|
2012
|
|
Former Chairman and Chief Executive Officer of Brown-Forman Corporation, a spirits and wine company.
|
Marna C. Whittington
|
|
71
|
|
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 (“1991 Indenture”)
|
|
Exhibit 4(2) to May New York’s Current Report on Form 8-K filed January 15, 1991
|
|
|
|
|
|
4.3.1
|
|
Guarantee of Securities, dated as of August 30, 2005, by the Company relating to 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 (“1994 Indenture”)
|
|
Exhibit 4.1 to the Company's Registration Statement on Form S-3 (Registration No. 33-88328) filed January 9, 1995
|
|
|
|
|
|
4.4.1
|
|
Ninth Supplemental Indenture to 1994 Indenture, dated as of July 14, 1997, between the Company and U.S. Bank National Association (successor to State Street Bank and Trust Company and The First National Bank of Boston), as Trustee
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
4.4.2
|
|
Tenth Supplemental Indenture to 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 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 (“1997 Indenture”)
|
|
|
|
|
|
|
|
4.5.1
|
|
First Supplemental Indenture to 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 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 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 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 (“1996 Indenture”)
|
|
|
|
|
|
|
|
4.6.1
|
|
First Supplemental Indenture to 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 (successor to J.P. Morgan Trust Company, National Association), 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 (“2004 Indenture”)
|
|
|
|
|
|
|
|
4.7.1
|
|
First Supplemental Indenture to 2004 Indenture, dated as of August 30, 2005 among the Company (as successor to May Delaware), Macy's Retail and BNY Mellon (successor to J.P. Morgan Trust Company, National Association), 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 (“2006 Indenture”)
|
|
|
|
|
|
|
|
4.8.1
|
|
Third Supplemental Indenture to 2006 Indenture, dated March 12, 2007, among Macy's Retail, the Company and U.S. Bank National Association, as Trustee
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
4.8.2
|
|
Sixth Supplemental Indenture to 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 ("2012 Indenture")
|
|
|
|
|
|
|
|
4.9.1
|
|
First Supplemental Trust Indenture to 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 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
|
|
|
|
|
|
|
|
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
|
|
Senior Executive Incentive Compensation Plan *
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
10.6
|
|
1994 Stock Incentive Plan, as amended and restated as of June 1, 2007 *
|
|
|
|
|
|
|
|
10.7
|
|
Form of Indemnification Agreement *
|
|
Exhibit 10.14 to the Registration Statement on Form 10 (File No. 1-10951), filed November 27, 1991
|
|
|
|
|
|
10.8
|
|
Executive Severance Plan, effective November 1, 2009, as revised and restated January 1, 2014 *
|
|
|
|
|
|
|
|
10.8.1
|
|
Senior Executive Severance Plan effective as of April 1, 2018 *
|
|
|
|
|
|
|
|
10.9
|
|
Form of Non-Qualified Stock Option Agreement for the 1994 Stock Incentive Plan *
|
|
|
|
|
|
|
|
10.9.1
|
|
Form of Nonqualified Stock Option Agreement under the 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees) *
|
|
|
|
|
|
|
|
10.9.2
|
|
Form of Nonqualified Stock Option Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees) *
|
|
|
|
|
|
|
|
10.9.3
|
|
Form of Nonqualified Stock Option Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees), as amended *
|
|
|
|
|
|
|
|
10.9.4
|
|
|
|
|
|
|
|
|
|
10.10
|
|
Form of Restricted Stock Agreement for the 1994 Stock Incentive Plan *
|
|
|
|
|
|
|
|
10.10.1
|
|
Form of Time-Based Restricted Stock Agreement under the 2009 Omnibus Incentive Compensation
Plan *
|
|
|
|
|
|
|
|
10.11
|
|
2016-2018 Performance-Based Restricted Stock Unit Terms and Conditions under the Amended and Restated 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.11.1
|
|
2017-2019 Performance-Based Restricted Stock Unit Terms and Conditions under the Amended and Restated 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.11.2
|
|
2018-2020 Performance-Based Restricted Stock Unit Terms and Conditions under the Amended and Restated 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.11.3
|
|
|
|
|
|
|
|
|
|
10.12
|
|
Form of Time-Based Restricted Stock Unit Agreement under the 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
10.12.1
|
|
Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.12.2
|
|
Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (with dividend equivalents) *
|
|
|
|
|
|
|
|
10.12.3
|
|
Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan, as amended *
|
|
|
|
|
|
|
|
10.12.4
|
|
|
|
|
|
|
|
|
|
10.13
|
|
Supplementary Executive Retirement Plan *
|
|
|
|
|
|
|
|
10.13.1
|
|
First Amendment to the Supplementary Executive Retirement Plan effective January 1, 2012 *
|
|
|
|
|
|
|
|
10.13.2
|
|
Second Amendment to Supplementary Executive Retirement Plan effective January 1, 2012 *
|
|
|
|
|
|
|
|
10.13.3
|
|
Third Amendment to Supplementary Executive Retirement Plan effective December 31, 2013 *
|
|
|
|
|
|
|
|
10.14
|
|
Executive Deferred Compensation Plan *
|
|
|
|
|
|
|
|
10.14.1
|
|
First Amendment to Executive Deferred Compensation Plan effective December 31, 2013 *
|
|
|
|
|
|
|
|
10.15
|
|
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 *
|
|
|
|
|
|
|
|
10.15.1
|
|
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 *
|
|
|
|
|
|
|
|
10.15.2
|
|
Second Amendment to the Plan regarding marriage status, effective January 1, 2014 *
|
|
|
|
|
|
|
|
10.15.3
|
|
Third Amendment to the Plan regarding matching contributions with respect to the Plan’s plan years beginning on and after January 1, 2014 *
|
|
|
|
|
|
|
|
10.15.4
|
|
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)*
|
|
|
|
|
|
|
|
10.15.5
|
|
Fifth Amendment to the Plan regarding eligible associates to participate (pre-tax deferrals only, no match) immediately upon hire effective as of January 1, 2014*
|
|
|
|
|
|
|
|
10.16
|
|
Director Deferred Compensation Plan *
|
|
|
|
|
|
|
|
10.17
|
|
Macy's, Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
10.18
|
|
Macy's, Inc. 2018 Equity and 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
|
|
Change in Control Plan, effective November 1, 2009, as revised and restated effective April 1, 2018 *
|
|
|
|
|
|
|
|
10.21
|
|
Time Sharing Agreement between Macy's, Inc. and Jeff Gennette, dated June 14, 2017 *
|
|
|
|
|
|
|
|
10.22
|
|
Retention Letter Agreement between Macy's, Inc. and Karen Hoguet dated April 3, 2018 *
|
|
|
|
|
|
|
|
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 2, 2019, filed April 3, 2019, 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
Executive Vice President, Chief Legal Officer and Secretary
|
*
|
The undersigned, by signing her 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 2, 2019, February 3, 2018, and January 28, 2017 |
|
Consolidated Statements of Comprehensive Income for the fiscal years ended
February 2, 2019, February 3, 2018, and January 28, 2017 |
|
Consolidated Balance Sheets at February 2, 2019 and February 3, 2018
|
|
Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended
February 2, 2019, February 3, 2018, and January 28, 2017 |
|
Consolidated Statements of Cash Flows for the fiscal years ended
February 2, 2019, February 3, 2018, and January 28, 2017 |
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
24,971
|
|
|
$
|
24,939
|
|
|
$
|
25,908
|
|
Credit card revenues, net
|
768
|
|
|
702
|
|
|
656
|
|
|||
|
|
|
|
|
|
||||||
Cost of sales
|
(15,215
|
)
|
|
(15,181
|
)
|
|
(15,666
|
)
|
|||
Selling, general and administrative expenses
|
(9,039
|
)
|
|
(8,954
|
)
|
|
(9,257
|
)
|
|||
Gains on sale of real estate
|
389
|
|
|
544
|
|
|
209
|
|
|||
Restructuring, impairment, store closing and other costs
|
(136
|
)
|
|
(186
|
)
|
|
(479
|
)
|
|||
Operating income
|
1,738
|
|
|
1,864
|
|
|
1,371
|
|
|||
Benefit plan income, net
|
39
|
|
|
57
|
|
|
55
|
|
|||
Settlement charges
|
(88
|
)
|
|
(105
|
)
|
|
(98
|
)
|
|||
Interest expense
|
(261
|
)
|
|
(321
|
)
|
|
(367
|
)
|
|||
Gains (losses) on early retirement of debt
|
(33
|
)
|
|
10
|
|
|
—
|
|
|||
Interest income
|
25
|
|
|
11
|
|
|
4
|
|
|||
Income before income taxes
|
1,420
|
|
|
1,516
|
|
|
965
|
|
|||
Federal, state and local income tax benefit (expense)
|
(322
|
)
|
|
39
|
|
|
(346
|
)
|
|||
Net income
|
1,098
|
|
|
1,555
|
|
|
619
|
|
|||
Net loss attributable to noncontrolling interest
|
10
|
|
|
11
|
|
|
8
|
|
|||
Net income attributable to Macy's, Inc. shareholders
|
$
|
1,108
|
|
|
$
|
1,566
|
|
|
$
|
627
|
|
Basic earnings per share attributable to
Macy's, Inc. shareholders
|
$
|
3.60
|
|
|
$
|
5.13
|
|
|
$
|
2.03
|
|
Diluted earnings per share attributable to
Macy's, Inc. shareholders |
$
|
3.56
|
|
|
$
|
5.10
|
|
|
$
|
2.02
|
|
|
|
|
|
|
|
||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
1,098
|
|
|
$
|
1,555
|
|
|
$
|
619
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
||||||
Net actuarial gain (loss) and prior service credit on post employment and postretirement benefit plans, net of tax effect of $52 million, $37 million and $42 million
|
(151
|
)
|
|
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 $7 million, $13 million and $14 million
|
23
|
|
|
22
|
|
|
22
|
|
|||
Settlement charges, net of tax effect of $23 million, $37 million and $38 million
|
65
|
|
|
68
|
|
|
60
|
|
|||
Total other comprehensive income (loss)
|
(63
|
)
|
|
172
|
|
|
147
|
|
|||
Comprehensive income
|
1,035
|
|
|
1,727
|
|
|
766
|
|
|||
Comprehensive loss attributable to noncontrolling interest
|
10
|
|
|
11
|
|
|
8
|
|
|||
Comprehensive income attributable to
Macy's, Inc. shareholders
|
$
|
1,045
|
|
|
$
|
1,738
|
|
|
$
|
774
|
|
|
|
|
|
||||
|
February 2, 2019
|
|
February 3, 2018
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,162
|
|
|
$
|
1,455
|
|
Receivables
|
400
|
|
|
363
|
|
||
Merchandise inventories
|
5,263
|
|
|
5,178
|
|
||
Prepaid expenses and other current assets
|
620
|
|
|
650
|
|
||
Total Current Assets
|
7,445
|
|
|
7,646
|
|
||
Property and Equipment – net
|
6,637
|
|
|
6,672
|
|
||
Goodwill
|
3,908
|
|
|
3,897
|
|
||
Other Intangible Assets – net
|
478
|
|
|
488
|
|
||
Other Assets
|
726
|
|
|
880
|
|
||
Total Assets
|
$
|
19,194
|
|
|
$
|
19,583
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
43
|
|
|
$
|
22
|
|
Merchandise accounts payable
|
1,655
|
|
|
1,590
|
|
||
Accounts payable and accrued liabilities
|
3,366
|
|
|
3,271
|
|
||
Income taxes
|
168
|
|
|
296
|
|
||
Total Current Liabilities
|
5,232
|
|
|
5,179
|
|
||
Long-Term Debt
|
4,708
|
|
|
5,861
|
|
||
Deferred Income Taxes
|
1,238
|
|
|
1,148
|
|
||
Other Liabilities
|
1,580
|
|
|
1,662
|
|
||
Shareholders’ Equity:
|
|
|
|
||||
Common stock (307.5 and 304.8 shares outstanding)
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
652
|
|
|
676
|
|
||
Accumulated equity
|
8,050
|
|
|
7,246
|
|
||
Treasury stock
|
(1,318
|
)
|
|
(1,456
|
)
|
||
Accumulated other comprehensive loss
|
(951
|
)
|
|
(724
|
)
|
||
Total Macy's, Inc. Shareholders’ Equity
|
6,436
|
|
|
5,745
|
|
||
Noncontrolling interest
|
—
|
|
|
(12
|
)
|
||
Total Shareholders' Equity
|
6,436
|
|
|
5,733
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
19,194
|
|
|
$
|
19,583
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
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 30, 2016
|
$
|
3
|
|
|
$
|
621
|
|
|
$
|
6,334
|
|
|
$
|
(1,665
|
)
|
|
$
|
(1,043
|
)
|
|
$
|
4,250
|
|
|
$
|
3
|
|
|
$
|
4,253
|
|
Cumulative-effect adjustment (a)
|
|
|
|
|
45
|
|
|
|
|
|
|
45
|
|
|
|
|
45
|
|
|||||||||||||
Net income (loss)
|
|
|
|
|
627
|
|
|
|
|
|
|
627
|
|
|
(8
|
)
|
|
619
|
|
||||||||||||
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
|
|
|
6,141
|
|
|
(1,489
|
)
|
|
(896
|
)
|
|
4,376
|
|
|
(1
|
)
|
|
4,375
|
|
||||||||
Net income (loss)
|
|
|
|
|
1,566
|
|
|
|
|
|
|
1,566
|
|
|
(11
|
)
|
|
1,555
|
|
||||||||||||
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
|
|
|
7,246
|
|
|
(1,456
|
)
|
|
(724
|
)
|
|
5,745
|
|
|
(12
|
)
|
|
5,733
|
|
||||||||
Net income (loss)
|
|
|
|
|
1,108
|
|
|
|
|
|
|
1,108
|
|
|
(10
|
)
|
|
1,098
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(63
|
)
|
|
(63
|
)
|
|
|
|
(63
|
)
|
|||||||||||||
Common stock dividends ($1.51 per share)
|
|
|
|
|
(468
|
)
|
|
|
|
|
|
(468
|
)
|
|
|
|
(468
|
)
|
|||||||||||||
Stock-based compensation
expense |
|
|
63
|
|
|
|
|
|
|
|
|
63
|
|
|
|
|
63
|
|
|||||||||||||
Stock issued under stock plans
|
|
|
(87
|
)
|
|
|
|
135
|
|
|
|
|
48
|
|
|
|
|
48
|
|
||||||||||||
Deferred compensation
plan distributions
|
|
|
|
|
|
|
3
|
|
|
|
|
3
|
|
|
|
|
3
|
|
|||||||||||||
Stranded tax costs (b)
|
|
|
|
|
164
|
|
|
|
|
(164
|
)
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Macy's China Limited
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
22
|
|
|
22
|
|
|||||||||||||
Balance at February 2, 2019
|
$
|
3
|
|
|
$
|
652
|
|
|
$
|
8,050
|
|
|
$
|
(1,318
|
)
|
|
$
|
(951
|
)
|
|
$
|
6,436
|
|
|
$
|
—
|
|
|
$
|
6,436
|
|
|
|
|
|
|
|
||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,098
|
|
|
$
|
1,555
|
|
|
$
|
619
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||||||
Restructuring, impairment, store closing and other costs
|
136
|
|
|
186
|
|
|
479
|
|
|||
Settlement charges
|
88
|
|
|
105
|
|
|
98
|
|
|||
Depreciation and amortization
|
962
|
|
|
991
|
|
|
1,058
|
|
|||
Stock-based compensation expense
|
63
|
|
|
58
|
|
|
61
|
|
|||
Gains on sale of real estate
|
(389
|
)
|
|
(544
|
)
|
|
(209
|
)
|
|||
Amortization of financing costs and premium on acquired debt
|
(15
|
)
|
|
(45
|
)
|
|
(14
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
(61
|
)
|
|
120
|
|
|
(1
|
)
|
|||
(Increase) decrease in merchandise inventories
|
(87
|
)
|
|
221
|
|
|
107
|
|
|||
Decrease in prepaid expenses and other current assets
|
21
|
|
|
17
|
|
|
37
|
|
|||
Increase (decrease) in merchandise accounts payable
|
55
|
|
|
162
|
|
|
(132
|
)
|
|||
Increase (decrease) in accounts payable, accrued
liabilities and other items not separately identified |
44
|
|
|
(186
|
)
|
|
(185
|
)
|
|||
Increase (decrease) in current income taxes
|
(136
|
)
|
|
(114
|
)
|
|
125
|
|
|||
Increase (decrease) in deferred income taxes
|
112
|
|
|
(421
|
)
|
|
(134
|
)
|
|||
Change in other assets and liabilities not separately identified
|
(156
|
)
|
|
(129
|
)
|
|
(108
|
)
|
|||
Net cash provided by operating activities
|
1,735
|
|
|
1,976
|
|
|
1,801
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(657
|
)
|
|
(487
|
)
|
|
(596
|
)
|
|||
Capitalized software
|
(275
|
)
|
|
(273
|
)
|
|
(316
|
)
|
|||
Disposition of property and equipment
|
474
|
|
|
411
|
|
|
673
|
|
|||
Other, net
|
2
|
|
|
(2
|
)
|
|
(4
|
)
|
|||
Net cash used by investing activities
|
(456
|
)
|
|
(351
|
)
|
|
(243
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Debt repaid
|
(1,149
|
)
|
|
(988
|
)
|
|
(754
|
)
|
|||
Dividends paid
|
(463
|
)
|
|
(461
|
)
|
|
(459
|
)
|
|||
Increase (decrease) in outstanding checks
|
16
|
|
|
(15
|
)
|
|
61
|
|
|||
Acquisition of treasury stock
|
—
|
|
|
(1
|
)
|
|
(316
|
)
|
|||
Issuance of common stock
|
45
|
|
|
6
|
|
|
36
|
|
|||
Proceeds from noncontrolling interest
|
7
|
|
|
13
|
|
|
6
|
|
|||
Net cash used by financing activities
|
(1,544
|
)
|
|
(1,446
|
)
|
|
(1,426
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(265
|
)
|
|
179
|
|
|
132
|
|
|||
Cash, cash equivalents and restricted cash beginning of period
|
1,513
|
|
|
1,334
|
|
|
1,202
|
|
|||
Cash, cash equivalents and restricted cash end of period
|
$
|
1,248
|
|
|
$
|
1,513
|
|
|
$
|
1,334
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
328
|
|
|
$
|
361
|
|
|
$
|
396
|
|
Interest received
|
25
|
|
|
12
|
|
|
4
|
|
|||
Income taxes paid (net of refunds received)
|
345
|
|
|
496
|
|
|
352
|
|
|
1.
|
Organization and Summary of Significant Accounting Policies
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Gross advertising and promotional costs
|
$
|
1,358
|
|
|
$
|
1,397
|
|
|
$
|
1,547
|
|
Cooperative advertising allowances
|
196
|
|
|
289
|
|
|
394
|
|
|||
Advertising and promotional costs, net of
cooperative advertising allowances |
$
|
1,162
|
|
|
$
|
1,108
|
|
|
$
|
1,153
|
|
Net sales
|
$
|
24,971
|
|
|
$
|
24,939
|
|
|
$
|
25,908
|
|
Advertising and promotional costs, net of cooperative
advertising allowances, as a percent to net sales |
4.7
|
%
|
|
4.4
|
%
|
|
4.5
|
%
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Beginning-of-period restricted cash balances
|
$
|
58
|
|
|
$
|
37
|
|
|
$
|
93
|
|
End-of-period restricted cash balances
|
86
|
|
|
58
|
|
|
37
|
|
|
2.
|
Revenue
|
|
2018
|
|
2017
|
|
2016
|
||||||
Women’s Accessories, Intimate Apparel, Shoes, Cosmetics and Fragrances
|
$
|
9,500
|
|
|
$
|
9,483
|
|
|
$
|
9,795
|
|
Women’s Apparel
|
5,675
|
|
|
5,807
|
|
|
6,009
|
|
|||
Men’s and Kids’
|
5,712
|
|
|
5,629
|
|
|
5,844
|
|
|||
Home/Other
(a)
|
4,084
|
|
|
4,020
|
|
|
4,260
|
|
|||
Total
|
$
|
24,971
|
|
|
$
|
24,939
|
|
|
$
|
25,908
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Balance, beginning of year
|
$
|
906
|
|
|
$
|
911
|
|
|
$
|
874
|
|
Liabilities issued but not redeemed
(a)
|
570
|
|
|
551
|
|
|
635
|
|
|||
Revenue recognized from beginning liability
|
(620
|
)
|
|
(556
|
)
|
|
(598
|
)
|
|||
Balance, end of year
|
$
|
856
|
|
|
$
|
906
|
|
|
$
|
911
|
|
|
|
3.
|
Restructuring, Impairment, Store Closing and Other Costs
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Restructuring
|
$
|
80
|
|
|
$
|
142
|
|
|
$
|
168
|
|
Asset Impairments
|
64
|
|
|
53
|
|
|
265
|
|
|||
Other
|
(8
|
)
|
|
(9
|
)
|
|
46
|
|
|||
|
$
|
136
|
|
|
$
|
186
|
|
|
$
|
479
|
|
|
4.
|
Properties and Leases
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(millions)
|
||||||
Land
|
$
|
1,454
|
|
|
$
|
1,494
|
|
Buildings on owned land
|
4,019
|
|
|
4,106
|
|
||
Buildings on leased land and leasehold improvements
|
1,404
|
|
|
1,444
|
|
||
Fixtures and equipment
|
4,230
|
|
|
4,204
|
|
||
Leased properties under capitalized leases
|
25
|
|
|
34
|
|
||
|
11,132
|
|
|
11,282
|
|
||
Less accumulated depreciation and amortization
|
4,495
|
|
|
4,610
|
|
||
|
$
|
6,637
|
|
|
$
|
6,672
|
|
|
Capitalized
Leases
|
|
Operating
Leases
|
|
Total
|
||||||
|
(millions)
|
||||||||||
Fiscal year
|
|
|
|
|
|
||||||
2019
|
$
|
3
|
|
|
$
|
325
|
|
|
$
|
328
|
|
2020
|
3
|
|
|
315
|
|
|
318
|
|
|||
2021
|
3
|
|
|
309
|
|
|
312
|
|
|||
2022
|
3
|
|
|
283
|
|
|
286
|
|
|||
2023
|
3
|
|
|
264
|
|
|
267
|
|
|||
After 2023
|
31
|
|
|
2,758
|
|
|
2,789
|
|
|||
Total minimum lease payments
|
46
|
|
|
$
|
4,254
|
|
|
$
|
4,300
|
|
|
Less amount representing interest
|
20
|
|
|
|
|
|
|||||
Present value of net minimum capitalized lease payments
|
$
|
26
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Real estate (excluding executory costs)
|
|
|
|
|
|
||||||
Operating leases –
|
|
|
|
|
|
||||||
Minimum rentals
|
$
|
317
|
|
|
$
|
317
|
|
|
$
|
312
|
|
Contingent rentals
|
11
|
|
|
11
|
|
|
12
|
|
|||
|
328
|
|
|
328
|
|
|
324
|
|
|||
Less income from subleases –
|
|
|
|
|
|
||||||
Operating leases
|
(1
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|||
|
$
|
327
|
|
|
$
|
325
|
|
|
$
|
319
|
|
Personal property – Operating leases
|
$
|
9
|
|
|
$
|
10
|
|
|
$
|
11
|
|
|
5.
|
Goodwill and Other Intangible Assets
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(millions)
|
||||||
Non-amortizing intangible assets
|
|
|
|
||||
Goodwill
|
$
|
9,290
|
|
|
$
|
9,279
|
|
Accumulated impairment losses
|
(5,382
|
)
|
|
(5,382
|
)
|
||
|
3,908
|
|
|
3,897
|
|
||
Tradenames
|
403
|
|
|
403
|
|
||
|
$
|
4,311
|
|
|
$
|
4,300
|
|
Amortizing intangible assets
|
|
|
|
||||
Favorable leases and other contractual assets
|
$
|
136
|
|
|
$
|
136
|
|
Tradenames
|
43
|
|
|
43
|
|
||
|
179
|
|
|
179
|
|
||
Accumulated amortization
|
|
|
|
||||
Favorable leases and other contractual assets
|
(95
|
)
|
|
(87
|
)
|
||
Tradenames
|
(9
|
)
|
|
(7
|
)
|
||
|
(104
|
)
|
|
(94
|
)
|
||
|
$
|
75
|
|
|
$
|
85
|
|
|
|
|
|
||||
Capitalized software
|
|
|
|
||||
Gross balance
|
$
|
1,316
|
|
|
$
|
1,364
|
|
Accumulated amortization
|
(646
|
)
|
|
(663
|
)
|
||
|
$
|
670
|
|
|
$
|
701
|
|
|
Amortizing intangible assets
|
|
Capitalized Software
|
||||
|
(millions)
|
||||||
Fiscal year
|
|
|
|
||||
2019
|
$
|
9
|
|
|
$
|
254
|
|
2020
|
8
|
|
|
192
|
|
||
2021
|
6
|
|
|
123
|
|
||
2022
|
6
|
|
|
41
|
|
||
2023
|
6
|
|
|
2
|
|
|
6.
|
Financing
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(millions)
|
||||||
Short-term debt:
|
|
|
|
||||
8.5% Senior debentures due 2019
|
$
|
36
|
|
|
$
|
—
|
|
Capital lease and current portion of other long-term obligations
|
7
|
|
|
22
|
|
||
|
$
|
43
|
|
|
$
|
22
|
|
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
|
367
|
|
|
550
|
|
||
3.45% Senior notes due 2021
|
500
|
|
|
500
|
|
||
3.625% Senior notes due 2024
|
500
|
|
|
500
|
|
||
4.375% Senior notes due 2023
|
400
|
|
|
400
|
|
||
5.125% Senior debentures due 2042
|
250
|
|
|
250
|
|
||
4.3% Senior notes due 2043
|
250
|
|
|
250
|
|
||
6.7% Senior debentures due 2034
|
201
|
|
|
264
|
|
||
6.9% Senior debentures due 2029
|
192
|
|
|
397
|
|
||
6.375% Senior notes due 2037
|
192
|
|
|
269
|
|
||
6.65% Senior debentures due 2024
|
122
|
|
|
296
|
|
||
7.0% Senior debentures due 2028
|
117
|
|
|
298
|
|
||
6.7% Senior debentures due 2028
|
103
|
|
|
197
|
|
||
6.79% Senior debentures due 2027
|
71
|
|
|
165
|
|
||
6.9% Senior debentures due 2032
|
17
|
|
|
31
|
|
||
8.5% Senior debentures due 2019
|
—
|
|
|
36
|
|
||
10.25% Senior debentures due 2021
|
33
|
|
|
33
|
|
||
7.6% Senior debentures due 2025
|
24
|
|
|
24
|
|
||
8.75% Senior debentures due 2029
|
13
|
|
|
18
|
|
||
7.875% Senior debentures due 2030
|
10
|
|
|
12
|
|
||
9.5% amortizing debentures due 2021
|
6
|
|
|
10
|
|
||
9.75% amortizing debentures due 2021
|
3
|
|
|
6
|
|
||
Unamortized debt issue costs
|
(18
|
)
|
|
(25
|
)
|
||
Unamortized debt discount
|
(9
|
)
|
|
(13
|
)
|
||
Premium on acquired debt, using an effective
interest yield of 5.542% to 7.144% |
39
|
|
|
67
|
|
||
Capital lease and other long-term obligations
|
25
|
|
|
26
|
|
||
|
$
|
4,708
|
|
|
$
|
5,861
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Interest on debt
|
$
|
269
|
|
|
$
|
332
|
|
|
$
|
392
|
|
Amortization of debt premium
|
(7
|
)
|
|
(9
|
)
|
|
(22
|
)
|
|||
Amortization of financing costs and debt discount
|
7
|
|
|
7
|
|
|
5
|
|
|||
Interest on capitalized leases
|
2
|
|
|
2
|
|
|
2
|
|
|||
|
271
|
|
|
332
|
|
|
377
|
|
|||
Less interest capitalized on construction
|
10
|
|
|
11
|
|
|
10
|
|
|||
Interest expense
|
$
|
261
|
|
|
$
|
321
|
|
|
$
|
367
|
|
Losses (gains) on early retirement of debt
|
$
|
33
|
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
|
(millions)
|
||
Fiscal year
|
|
||
2020
|
$
|
539
|
|
2021
|
553
|
|
|
2022
|
—
|
|
|
2023
|
1,150
|
|
|
2024
|
622
|
|
|
After 2024
|
1,807
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
6.9% Senior debentures due 2029
|
$
|
204
|
|
|
$
|
3
|
|
|
$
|
—
|
|
4.5% Senior notes due 2034
|
183
|
|
|
—
|
|
|
—
|
|
|||
7.0% Senior debentures due 2028
|
182
|
|
|
2
|
|
|
—
|
|
|||
6.65% Senior debentures due 2024
|
175
|
|
|
4
|
|
|
—
|
|
|||
7.45% Senior debentures due 2017
|
—
|
|
|
300
|
|
|
—
|
|
|||
6.7% Senior debentures due 2028
|
94
|
|
|
3
|
|
|
—
|
|
|||
6.79% Senior debentures due 2027
|
94
|
|
|
—
|
|
|
—
|
|
|||
6.375% Senior notes due 2037
|
77
|
|
|
231
|
|
|
—
|
|
|||
6.7% Senior debentures due 2034
|
63
|
|
|
136
|
|
|
—
|
|
|||
6.9% Senior debentures due 2032
|
15
|
|
|
219
|
|
|
—
|
|
|||
8.75% Senior debentures due 2029
|
5
|
|
|
43
|
|
|
—
|
|
|||
7.875% Senior debentures due 2030
|
2
|
|
|
6
|
|
|
—
|
|
|||
5.9% Senior notes due 2016
|
—
|
|
|
—
|
|
|
577
|
|
|||
7.875% Senior notes due 2036
|
—
|
|
|
—
|
|
|
108
|
|
|||
7.45% Senior debentures due 2016
|
—
|
|
|
—
|
|
|
59
|
|
|||
9.5% amortizing debentures due 2021
|
4
|
|
|
4
|
|
|
4
|
|
|||
9.75% amortizing debentures due 2021
|
2
|
|
|
2
|
|
|
2
|
|
|||
Capital leases and other obligations
|
1
|
|
|
1
|
|
|
1
|
|
|||
|
$
|
1,101
|
|
|
$
|
954
|
|
|
$
|
751
|
|
|
|
7.
|
Accounts Payable and Accrued Liabilities
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(millions)
|
||||||
Accounts payable
|
$
|
983
|
|
|
$
|
735
|
|
Gift cards and customer rewards
|
856
|
|
|
906
|
|
||
Accrued wages and vacation
|
268
|
|
|
229
|
|
||
Allowance for future sales returns
|
269
|
|
|
291
|
|
||
Current portion of post employment and postretirement benefits
|
194
|
|
|
194
|
|
||
Taxes other than income taxes
|
134
|
|
|
157
|
|
||
Lease related liabilities
|
180
|
|
|
189
|
|
||
Current portion of workers’ compensation and general liability reserves
|
112
|
|
|
108
|
|
||
Restructuring accruals, including severance
|
67
|
|
|
93
|
|
||
Accrued interest
|
51
|
|
|
70
|
|
||
Deferred real estate gains
|
24
|
|
|
65
|
|
||
Other
|
228
|
|
|
234
|
|
||
|
$
|
3,366
|
|
|
$
|
3,271
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Balance, beginning of year
|
$
|
497
|
|
|
$
|
503
|
|
|
$
|
508
|
|
Charged to costs and expenses
|
130
|
|
|
144
|
|
|
145
|
|
|||
Payments, net of recoveries
|
(140
|
)
|
|
(150
|
)
|
|
(150
|
)
|
|||
Balance, end of year
|
$
|
487
|
|
|
$
|
497
|
|
|
$
|
503
|
|
|
8.
|
Taxes
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||||||||||
Federal
|
$
|
156
|
|
|
$
|
79
|
|
|
$
|
235
|
|
|
$
|
367
|
|
|
$
|
(462
|
)
|
|
$
|
(95
|
)
|
|
$
|
433
|
|
|
$
|
(121
|
)
|
|
$
|
312
|
|
State and local
|
53
|
|
|
34
|
|
|
87
|
|
|
16
|
|
|
40
|
|
|
56
|
|
|
37
|
|
|
(3
|
)
|
|
34
|
|
|||||||||
|
$
|
209
|
|
|
$
|
113
|
|
|
$
|
322
|
|
|
$
|
383
|
|
|
$
|
(422
|
)
|
|
$
|
(39
|
)
|
|
$
|
470
|
|
|
$
|
(124
|
)
|
|
$
|
346
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Expected tax
|
$
|
300
|
|
|
$
|
515
|
|
|
$
|
341
|
|
State and local income taxes, net of federal income tax benefit
(a)
|
59
|
|
|
19
|
|
|
12
|
|
|||
Federal tax reform deferred tax remeasurement
|
(17
|
)
|
|
(584
|
)
|
|
—
|
|
|||
Tax impact of equity awards
(a)
|
—
|
|
|
14
|
|
|
—
|
|
|||
Federal tax credits
|
(16
|
)
|
|
(16
|
)
|
|
(12
|
)
|
|||
Change in valuation allowance
|
10
|
|
|
18
|
|
|
9
|
|
|||
Other
|
(14
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
|
$
|
322
|
|
|
$
|
(39
|
)
|
|
$
|
346
|
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(millions)
|
||||||
Deferred tax assets
|
|
|
|
||||
Post employment and postretirement benefits
|
$
|
208
|
|
|
$
|
188
|
|
Accrued liabilities accounted for on a cash basis for tax purposes
|
222
|
|
|
218
|
|
||
Long-term debt
|
18
|
|
|
25
|
|
||
Unrecognized state tax benefits and accrued interest
|
39
|
|
|
39
|
|
||
State operating loss and credit carryforwards
|
103
|
|
|
101
|
|
||
Other
|
154
|
|
|
158
|
|
||
Valuation allowance
|
(75
|
)
|
|
(65
|
)
|
||
Total deferred tax assets
|
669
|
|
|
664
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Excess of book basis over tax basis of property and equipment
|
(987
|
)
|
|
(923
|
)
|
||
Merchandise inventories
|
(398
|
)
|
|
(389
|
)
|
||
Intangible assets
|
(308
|
)
|
|
(276
|
)
|
||
Other
|
(214
|
)
|
|
(224
|
)
|
||
Total deferred tax liabilities
|
(1,907
|
)
|
|
(1,812
|
)
|
||
Net deferred tax liability
|
$
|
(1,238
|
)
|
|
$
|
(1,148
|
)
|
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
|
(millions)
|
||||||||||
Balance, beginning of year
|
$
|
140
|
|
|
$
|
167
|
|
|
$
|
178
|
|
Additions based on tax positions related to the current year
|
17
|
|
|
7
|
|
|
16
|
|
|||
Additions for tax positions of prior years
|
13
|
|
|
—
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
(12
|
)
|
|
(23
|
)
|
|
(12
|
)
|
|||
Settlements
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
|||
Statute expirations
|
(9
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|||
Balance, end of year
|
$
|
149
|
|
|
$
|
140
|
|
|
$
|
167
|
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
||||||
Current income taxes
|
$
|
28
|
|
|
$
|
11
|
|
|
$
|
6
|
|
Deferred income taxes
|
4
|
|
|
4
|
|
|
4
|
|
|||
Other liabilities
(a)
|
117
|
|
|
125
|
|
|
157
|
|
|||
|
$
|
149
|
|
|
$
|
140
|
|
|
$
|
167
|
|
|
|
February 2,
2019 |
|
February 3,
2018 |
|
||||
|
(millions)
|
|||||||
Amount of unrecognized tax benefits, net of deferred tax assets, that if recognized would affect the effective tax rate
|
$
|
120
|
|
|
$
|
111
|
|
|
Accrued federal, state and local interest and penalties
|
56
|
|
|
51
|
|
|
||
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
||||
Current income taxes
|
28
|
|
|
27
|
|
|
||
Other liabilities
|
28
|
|
|
24
|
|
|
|
9.
|
Retirement Plans
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
401(k) Qualified Defined Contribution Plan
|
$
|
96
|
|
|
$
|
93
|
|
|
$
|
94
|
|
Non-Qualified Defined Contribution Plan
|
1
|
|
|
1
|
|
|
2
|
|
|||
Pension Plan
|
(64
|
)
|
|
(82
|
)
|
|
(83
|
)
|
|||
Supplementary Retirement Plan
|
31
|
|
|
31
|
|
|
31
|
|
|||
|
$
|
64
|
|
|
$
|
43
|
|
|
$
|
44
|
|
|
|
2018
|
|
2017
|
||||
|
(millions)
|
||||||
Change in projected benefit obligation
|
|
|
|
||||
Projected benefit obligation, beginning of year
|
$
|
3,271
|
|
|
$
|
3,469
|
|
Service cost
|
5
|
|
|
6
|
|
||
Interest cost
|
109
|
|
|
104
|
|
||
Actuarial (gain) loss
|
(27
|
)
|
|
82
|
|
||
Benefits paid
|
(347
|
)
|
|
(390
|
)
|
||
Projected benefit obligation, end of year
|
3,011
|
|
|
3,271
|
|
||
Changes in plan assets
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
3,409
|
|
|
3,374
|
|
||
Actual return on plan assets
|
(44
|
)
|
|
425
|
|
||
Company contributions
|
—
|
|
|
—
|
|
||
Benefits paid
|
(347
|
)
|
|
(390
|
)
|
||
Fair value of plan assets, end of year
|
3,018
|
|
|
3,409
|
|
||
Funded status at end of year
|
$
|
7
|
|
|
$
|
138
|
|
Amounts recognized in the Consolidated Balance Sheets at
February 2, 2019 and February 3, 2018 |
|
|
|
||||
Other assets
|
$
|
7
|
|
|
$
|
138
|
|
|
|
|
|
||||
Amounts recognized in accumulated other comprehensive loss at
February 2, 2019 and February 3, 2018 |
|
|
|
||||
Net actuarial loss
|
$
|
1,109
|
|
|
$
|
992
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Net Periodic Pension Cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
5
|
|
Interest cost
|
109
|
|
|
104
|
|
|
108
|
|
|||
Expected return on assets
|
(206
|
)
|
|
(223
|
)
|
|
(227
|
)
|
|||
Amortization of net actuarial loss
|
28
|
|
|
31
|
|
|
31
|
|
|||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
(64
|
)
|
|
(82
|
)
|
|
(83
|
)
|
|||
|
|
|
|
|
|
||||||
Settlement charges
|
78
|
|
|
89
|
|
|
68
|
|
|||
|
|
|
|
|
|
||||||
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss |
|
|
|
|
|
||||||
Net actuarial (gain) loss
|
223
|
|
|
(120
|
)
|
|
(120
|
)
|
|||
Amortization of net actuarial loss
|
(28
|
)
|
|
(31
|
)
|
|
(31
|
)
|
|||
Settlement charges
|
(78
|
)
|
|
(89
|
)
|
|
(68
|
)
|
|||
|
117
|
|
|
(240
|
)
|
|
(219
|
)
|
|||
Total recognized
|
$
|
131
|
|
|
$
|
(233
|
)
|
|
$
|
(234
|
)
|
|
2018
|
|
2017
|
||
Discount rate
|
4.03
|
%
|
|
3.74
|
%
|
Rate of compensation increases
|
4.00
|
%
|
|
4.00
|
%
|
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate used to measure service cost
|
3.77% - 4.46%
|
|
|
3.75% - 4.06%
|
|
|
3.79% - 4.26%
|
|
Discount rate used to measure interest cost
|
3.39% - 4.06%
|
|
|
3.12% - 3.31%
|
|
|
2.96% - 3.30%
|
|
Expected long-term return on plan assets
|
6.75
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Rate of compensation increases
|
4.00
|
%
|
|
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
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Money market funds
|
33
|
|
|
33
|
|
|
—
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. stocks
|
117
|
|
|
117
|
|
|
—
|
|
|
—
|
|
||||
U.S. pooled funds
|
398
|
|
|
398
|
|
|
—
|
|
|
—
|
|
||||
International pooled funds
(a)
|
347
|
|
|
78
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury bonds
|
52
|
|
|
—
|
|
|
52
|
|
|
—
|
|
||||
Other Government bonds
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
||||
Agency backed bonds
|
11
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
Corporate bonds
|
513
|
|
|
—
|
|
|
513
|
|
|
—
|
|
||||
Mortgage-backed securities
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Asset-backed securities
|
11
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
Pooled funds
|
1,270
|
|
|
1,270
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Real estate
(a)
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Private equity
(a)
|
185
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivatives in a positive position
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Derivatives in a negative position
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Total
|
$
|
3,066
|
|
|
$
|
1,896
|
|
|
$
|
660
|
|
|
$
|
—
|
|
|
|
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
|
|
|
$
|
—
|
|
|
|
(millions)
|
||
Fiscal year
|
|
||
2019
|
$
|
325
|
|
2020
|
287
|
|
|
2021
|
269
|
|
|
2022
|
260
|
|
|
2023
|
235
|
|
|
2024-2028
|
1,018
|
|
|
|
2018
|
|
2017
|
||||
|
(millions)
|
||||||
Change in projected benefit obligation
|
|
|
|
||||
Projected benefit obligation, beginning of year
|
$
|
703
|
|
|
$
|
747
|
|
Service cost
|
—
|
|
|
—
|
|
||
Interest cost
|
23
|
|
|
22
|
|
||
Actuarial (gain) loss
|
(9
|
)
|
|
20
|
|
||
Benefits paid
|
(73
|
)
|
|
(86
|
)
|
||
Projected benefit obligation, end of year
|
644
|
|
|
703
|
|
||
Change in plan assets
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
—
|
|
|
—
|
|
||
Company contributions
|
73
|
|
|
86
|
|
||
Benefits paid
|
(73
|
)
|
|
(86
|
)
|
||
Fair value of plan assets, end of year
|
—
|
|
|
—
|
|
||
Funded status at end of year
|
$
|
(644
|
)
|
|
$
|
(703
|
)
|
Amounts recognized in the Consolidated Balance Sheets at
February 2, 2019 and February 3, 2018 |
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
(68
|
)
|
|
$
|
(69
|
)
|
Other liabilities
|
(576
|
)
|
|
(634
|
)
|
||
|
$
|
(644
|
)
|
|
$
|
(703
|
)
|
Amounts recognized in accumulated other comprehensive loss at
February 2, 2019 and February 3, 2018 |
|
|
|
||||
Net actuarial loss
|
$
|
218
|
|
|
$
|
244
|
|
Prior service cost
|
6
|
|
|
7
|
|
||
|
$
|
224
|
|
|
$
|
251
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Net Periodic Pension Cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
23
|
|
|
22
|
|
|
22
|
|
|||
Amortization of net actuarial loss
|
7
|
|
|
8
|
|
|
9
|
|
|||
Amortization of prior service cost
|
1
|
|
|
1
|
|
|
—
|
|
|||
|
31
|
|
|
31
|
|
|
31
|
|
|||
|
|
|
|
|
|
||||||
Settlement charges
|
10
|
|
|
16
|
|
|
30
|
|
|||
|
|
|
|
|
|
||||||
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss |
|
|
|
|
|
||||||
Net actuarial (gain) loss
|
(9
|
)
|
|
20
|
|
|
26
|
|
|||
Amortization of net actuarial loss
|
(7
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|||
Amortization of prior service cost
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Settlement charges
|
(10
|
)
|
|
(16
|
)
|
|
(30
|
)
|
|||
|
(27
|
)
|
|
(5
|
)
|
|
(13
|
)
|
|||
Total recognized
|
$
|
14
|
|
|
$
|
42
|
|
|
$
|
48
|
|
|
2018
|
|
2017
|
||
Discount rate
|
4.10
|
%
|
|
3.78
|
%
|
|
2018
|
|
2017
|
|
2016
|
Discount rate used to measure interest cost
|
3.39% - 4.09%
|
|
3.10% - 3.26%
|
|
2.65% - 3.16%
|
|
|
(millions)
|
||
Fiscal year
|
|
||
2019
|
$
|
68
|
|
2020
|
48
|
|
|
2021
|
47
|
|
|
2022
|
46
|
|
|
2023
|
46
|
|
|
2024-2028
|
211
|
|
|
10.
|
Postretirement Health Care and Life Insurance Benefits
|
|
2018
|
|
2017
|
||||
|
(millions)
|
||||||
Change in accumulated postretirement benefit obligation
|
|
|
|
||||
Accumulated postretirement benefit obligation, beginning of year
|
$
|
156
|
|
|
$
|
186
|
|
Service cost
|
—
|
|
|
—
|
|
||
Interest cost
|
5
|
|
|
5
|
|
||
Plan amendment
|
—
|
|
|
(10
|
)
|
||
Actuarial gain
|
(11
|
)
|
|
(9
|
)
|
||
Medicare Part D subsidy
|
—
|
|
|
1
|
|
||
Benefits paid
|
(13
|
)
|
|
(17
|
)
|
||
Accumulated postretirement benefit obligation, end of year
|
137
|
|
|
156
|
|
||
Change in plan assets
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
—
|
|
|
—
|
|
||
Company contributions
|
13
|
|
|
17
|
|
||
Benefits paid
|
(13
|
)
|
|
(17
|
)
|
||
Fair value of plan assets, end of year
|
—
|
|
|
—
|
|
||
Funded status at end of year
|
$
|
(137
|
)
|
|
$
|
(156
|
)
|
Amounts recognized in the Consolidated Balance Sheets at
February 2, 2019 and February 3, 2018 |
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
(15
|
)
|
|
$
|
(17
|
)
|
Other liabilities
|
(122
|
)
|
|
(139
|
)
|
||
|
$
|
(137
|
)
|
|
$
|
(156
|
)
|
Amounts recognized in accumulated other comprehensive loss at
February 2, 2019 and February 3, 2018 |
|
|
|
||||
Net actuarial gain
|
$
|
(41
|
)
|
|
$
|
(35
|
)
|
Prior service credit
|
(9
|
)
|
|
(10
|
)
|
||
|
$
|
(50
|
)
|
|
$
|
(45
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Net Periodic Postretirement Benefit Cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
5
|
|
|
5
|
|
|
6
|
|
|||
Amortization of net actuarial gain
|
(5
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
Amortization of prior service credit
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
|
(1
|
)
|
|
—
|
|
|
2
|
|
|||
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss |
|
|
|
|
|
||||||
Net actuarial gain
|
(11
|
)
|
|
(9
|
)
|
|
(13
|
)
|
|||
Amortization of net actuarial gain
|
5
|
|
|
5
|
|
|
4
|
|
|||
Amortization of prior service credit
|
1
|
|
|
—
|
|
|
—
|
|
|||
Prior service credit
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||
|
(5
|
)
|
|
(14
|
)
|
|
(9
|
)
|
|||
Total recognized
|
$
|
(6
|
)
|
|
$
|
(14
|
)
|
|
$
|
(7
|
)
|
|
2018
|
|
2017
|
||
Discount rate
|
4.02
|
%
|
|
3.71
|
%
|
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate used to measure interest cost
|
3.28
|
%
|
|
3.17
|
%
|
|
3.14
|
%
|
|
|
2018
|
|
2017
|
Health care cost trend rates assumed for next year
|
5.38% - 9.31%
|
|
5.50% - 10.50%
|
Rates to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
4.5%
|
|
4.5%
|
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
|
$
|
7
|
|
|
$
|
(6
|
)
|
|
Expected
Benefit
Payments
|
|
Expected
Federal
Subsidy
|
||||
|
(millions)
|
||||||
Fiscal Year
|
|
|
|
||||
2019
|
$
|
15
|
|
|
$
|
—
|
|
2020
|
14
|
|
|
—
|
|
||
2021
|
13
|
|
|
—
|
|
||
2022
|
13
|
|
|
—
|
|
||
2023
|
12
|
|
|
—
|
|
||
2024-2028
|
47
|
|
|
1
|
|
|
11.
|
Stock-Based Compensation
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Stock options
|
$
|
24
|
|
|
$
|
34
|
|
|
$
|
43
|
|
Restricted stock units
|
39
|
|
|
24
|
|
|
18
|
|
|||
|
$
|
63
|
|
|
$
|
58
|
|
|
$
|
61
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted average grant date fair value of stock options
granted during the period |
$
|
7.43
|
|
|
$
|
5.84
|
|
|
$
|
12.14
|
|
Dividend yield
|
5.2
|
%
|
|
6.2
|
%
|
|
3.8
|
%
|
|||
Expected volatility
|
41.1
|
%
|
|
41.8
|
%
|
|
42.7
|
%
|
|||
Risk-free interest rate
|
2.7
|
%
|
|
1.9
|
%
|
|
1.4
|
%
|
|||
Expected life
|
5.6 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
|
20,376
|
|
|
$
|
38.80
|
|
|
|
|
|
||
Granted
|
1,495
|
|
|
29.53
|
|
|
|
|
|
|||
Canceled or forfeited
|
(794
|
)
|
|
47.93
|
|
|
|
|
|
|||
Exercised
|
(2,184
|
)
|
|
21.02
|
|
|
|
|
|
|||
Outstanding, end of period
|
18,893
|
|
|
$
|
39.73
|
|
|
|
|
|
||
Exercisable, end of period
|
12,960
|
|
|
$
|
41.93
|
|
|
4.5
|
|
$
|
18
|
|
Options expected to vest
|
4,937
|
|
|
$
|
34.37
|
|
|
8.0
|
|
$
|
3
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Intrinsic value of options exercised
|
$
|
27
|
|
|
$
|
3
|
|
|
$
|
12
|
|
Cash received from stock options exercised
|
45
|
|
|
6
|
|
|
35
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Restricted stock units (performance-based)
|
$
|
30.64
|
|
|
$
|
27.16
|
|
|
$
|
43.72
|
|
Restricted stock units (time-based)
|
25.57
|
|
|
20.75
|
|
|
35.61
|
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
|
(thousands)
|
|
|
|||
Nonvested, beginning of period
|
3,157
|
|
|
$
|
30.51
|
|
Granted – performance-based
|
749
|
|
|
30.64
|
|
|
Performance adjustment
|
(455
|
)
|
|
43.72
|
|
|
Granted – time-based
|
1,427
|
|
|
25.57
|
|
|
Forfeited
|
(203
|
)
|
|
25.94
|
|
|
Vested
|
(532
|
)
|
|
40.43
|
|
|
Nonvested, end of period
|
4,143
|
|
|
$
|
26.33
|
|
|
12.
|
Shareholders’ Equity
|
|
|
|
|
Treasury Stock
|
|
|
|||||||||
|
Common
Stock
Issued
|
|
Deferred
Compensation
Plans
|
|
Other
|
|
Total
|
|
Common
Stock
Outstanding
|
|||||
|
|
|
|
|
(thousands)
|
|
|
|
|
|||||
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
|
|
Stock issued under stock plans
|
|
|
(106
|
)
|
|
2,756
|
|
|
2,650
|
|
|
2,650
|
|
|
Stock repurchases
|
|
|
|
|
|
|
|
|
|
|||||
Other
|
|
|
|
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
||
Deferred compensation plan distributions
|
|
|
111
|
|
|
|
|
111
|
|
|
111
|
|
||
Balance at February 2, 2019
|
333,606
|
|
|
(941
|
)
|
|
(25,145
|
)
|
|
(26,086
|
)
|
|
307,520
|
|
|
13.
|
Fair Value Measurements and Concentrations of Credit Risk
|
|
February 2, 2019
|
|
February 3, 2018
|
||||||||||||||||||||||||||||
|
|
|
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 |
$
|
101
|
|
|
$
|
27
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
117
|
|
|
$
|
25
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
February 2, 2019
|
|
February 3, 2018
|
||||||||||||||||||||
|
Notional
Amount
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
Long-term debt
|
$
|
4,671
|
|
|
$
|
4,683
|
|
|
$
|
4,407
|
|
|
$
|
5,806
|
|
|
$
|
5,835
|
|
|
$
|
5,751
|
|
|
February 2, 2019
|
|
February 3, 2018
|
||||||||||||||||||||||||||||
|
|
|
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
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
14.
|
Earnings Per Share Attributable to Macy's, Inc. Shareholders
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||||||||||
|
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
|
$
|
1,108
|
|
|
|
|
306.8
|
|
|
$
|
1,566
|
|
|
|
|
304.5
|
|
|
$
|
627
|
|
|
|
|
307.6
|
|
||||||
Shares to be issued under deferred compensation
and other plans |
|
|
|
|
0.9
|
|
|
|
|
|
|
0.9
|
|
|
|
|
|
|
0.9
|
|
||||||||||||
|
$
|
1,108
|
|
|
|
|
307.7
|
|
|
$
|
1,566
|
|
|
|
|
305.4
|
|
|
$
|
627
|
|
|
|
|
308.5
|
|
||||||
Basic earnings per share attributable to Macy's, Inc. shareholders
|
|
|
$
|
3.60
|
|
|
|
|
|
|
$
|
5.13
|
|
|
|
|
|
|
$
|
2.03
|
|
|
|
|||||||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Stock options, restricted stock and restricted
stock units |
|
|
|
|
3.7
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
2.3
|
|
||||||||||||
|
$
|
1,108
|
|
|
|
|
311.4
|
|
|
$
|
1,566
|
|
|
|
|
306.8
|
|
|
$
|
627
|
|
|
|
|
310.8
|
|
||||||
Diluted earnings per share attributable to Macy's, Inc. shareholders
|
|
|
$
|
3.56
|
|
|
|
|
|
|
$
|
5.10
|
|
|
|
|
|
|
$
|
2.02
|
|
|
|
|
15.
|
Quarterly Results (unaudited)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(millions, except per share data)
|
||||||||||||||
2018:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
5,541
|
|
|
$
|
5,572
|
|
|
$
|
5,404
|
|
|
$
|
8,455
|
|
Credit card revenues, net
|
157
|
|
|
186
|
|
|
185
|
|
|
240
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
(3,382
|
)
|
|
(3,320
|
)
|
|
(3,226
|
)
|
|
(5,288
|
)
|
||||
Selling, general and administrative expenses
|
(2,083
|
)
|
|
(2,164
|
)
|
|
(2,255
|
)
|
|
(2,538
|
)
|
||||
Gains on sale of real estate
|
24
|
|
|
46
|
|
|
42
|
|
|
278
|
|
||||
Restructuring, impairment, store closing and other costs
|
(19
|
)
|
|
(17
|
)
|
|
(3
|
)
|
|
(97
|
)
|
||||
Benefit plan income, net
|
11
|
|
|
11
|
|
|
9
|
|
|
8
|
|
||||
Settlement charges
|
—
|
|
|
(50
|
)
|
|
(23
|
)
|
|
(15
|
)
|
||||
Net income attributable to Macy's, Inc. shareholders
|
139
|
|
|
166
|
|
|
62
|
|
|
740
|
|
||||
Basic earnings per share attributable to
Macy's, Inc. shareholders
|
0.45
|
|
|
0.54
|
|
|
0.20
|
|
|
2.40
|
|
||||
Diluted earnings per share attributable to
Macy's, Inc. shareholders
|
0.45
|
|
|
0.53
|
|
|
0.20
|
|
|
2.37
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2017:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
5,350
|
|
|
$
|
5,636
|
|
|
$
|
5,281
|
|
|
$
|
8,672
|
|
Credit card revenues, net
|
161
|
|
|
167
|
|
|
145
|
|
|
229
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
(3,303
|
)
|
|
(3,403
|
)
|
|
(3,152
|
)
|
|
(5,323
|
)
|
||||
Selling, general and administrative expenses
|
(2,057
|
)
|
|
(2,161
|
)
|
|
(2,188
|
)
|
|
(2,548
|
)
|
||||
Gains on sale of real estate
|
68
|
|
|
43
|
|
|
65
|
|
|
368
|
|
||||
Restructuring, impairment, store closing and other costs
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(152
|
)
|
||||
Benefit plan income, net
|
13
|
|
|
14
|
|
|
15
|
|
|
15
|
|
||||
Settlement charges
|
—
|
|
|
(51
|
)
|
|
(22
|
)
|
|
(32
|
)
|
||||
Net income attributable to Macy's, Inc. shareholders
|
78
|
|
|
111
|
|
|
30
|
|
|
1,347
|
|
||||
Basic earnings per share attributable to
Macy's, Inc. shareholders |
0.26
|
|
|
0.36
|
|
|
0.10
|
|
|
4.41
|
|
||||
Diluted earnings per share attributable to
Macy's, Inc. shareholders |
0.26
|
|
|
0.36
|
|
|
0.10
|
|
|
4.38
|
|
|
16.
|
Condensed Consolidating Financial Information
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
9,051
|
|
|
$
|
23,720
|
|
|
$
|
(7,800
|
)
|
|
$
|
24,971
|
|
Credit card revenues (expense), net
|
—
|
|
|
(3
|
)
|
|
771
|
|
|
—
|
|
|
768
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
(5,786
|
)
|
|
(17,229
|
)
|
|
7,800
|
|
|
(15,215
|
)
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
(3,509
|
)
|
|
(5,530
|
)
|
|
—
|
|
|
(9,039
|
)
|
|||||
Gains on sale of real estate
|
—
|
|
|
141
|
|
|
248
|
|
|
—
|
|
|
389
|
|
|||||
Restructuring, impairment, store closing and other costs
|
—
|
|
|
(33
|
)
|
|
(103
|
)
|
|
—
|
|
|
(136
|
)
|
|||||
Operating income (loss)
|
—
|
|
|
(139
|
)
|
|
1,877
|
|
|
—
|
|
|
1,738
|
|
|||||
Benefit plan income, net
|
—
|
|
|
15
|
|
|
24
|
|
|
—
|
|
|
39
|
|
|||||
Settlement charges
|
(5
|
)
|
|
(30
|
)
|
|
(53
|
)
|
|
—
|
|
|
(88
|
)
|
|||||
Interest (expense) income, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
20
|
|
|
(260
|
)
|
|
4
|
|
|
—
|
|
|
(236
|
)
|
|||||
Intercompany
|
—
|
|
|
(72
|
)
|
|
72
|
|
|
—
|
|
|
—
|
|
|||||
Losses on early retirement of debt
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|||||
Equity in earnings of subsidiaries
|
1,104
|
|
|
345
|
|
|
—
|
|
|
(1,449
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
1,119
|
|
|
(174
|
)
|
|
1,924
|
|
|
(1,449
|
)
|
|
1,420
|
|
|||||
Federal, state and local income
tax benefit (expense) |
(11
|
)
|
|
219
|
|
|
(530
|
)
|
|
—
|
|
|
(322
|
)
|
|||||
Net income
|
1,108
|
|
|
45
|
|
|
1,394
|
|
|
(1,449
|
)
|
|
1,098
|
|
|||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Net income attributable to
Macy's, Inc. shareholders
|
$
|
1,108
|
|
|
$
|
45
|
|
|
$
|
1,404
|
|
|
$
|
(1,449
|
)
|
|
$
|
1,108
|
|
Comprehensive income (loss)
|
$
|
1,045
|
|
|
$
|
(15
|
)
|
|
$
|
1,353
|
|
|
$
|
(1,348
|
)
|
|
$
|
1,035
|
|
Comprehensive loss attributable to
noncontrolling interest
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Comprehensive income (loss) attributable to
Macy's, Inc. shareholders
|
$
|
1,045
|
|
|
$
|
(15
|
)
|
|
$
|
1,363
|
|
|
$
|
(1,348
|
)
|
|
$
|
1,045
|
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
9,490
|
|
|
$
|
23,317
|
|
|
$
|
(7,868
|
)
|
|
$
|
24,939
|
|
Credit card revenues (expense), net
|
—
|
|
|
(2
|
)
|
|
704
|
|
|
—
|
|
|
702
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
(6,122
|
)
|
|
(16,927
|
)
|
|
7,868
|
|
|
(15,181
|
)
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
(3,426
|
)
|
|
(5,528
|
)
|
|
—
|
|
|
(8,954
|
)
|
|||||
Gains on sale of real estate
|
—
|
|
|
201
|
|
|
343
|
|
|
—
|
|
|
544
|
|
|||||
Restructuring, impairment, store closing and other costs
|
—
|
|
|
(40
|
)
|
|
(146
|
)
|
|
—
|
|
|
(186
|
)
|
|||||
Operating income
|
—
|
|
|
101
|
|
|
1,763
|
|
|
—
|
|
|
1,864
|
|
|||||
Benefit plan income, net
|
—
|
|
|
22
|
|
|
35
|
|
|
—
|
|
|
57
|
|
|||||
Settlement charges
|
—
|
|
|
(35
|
)
|
|
(70
|
)
|
|
—
|
|
|
(105
|
)
|
|||||
Interest (expense) income, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
—
|
|
|
(313
|
)
|
|
3
|
|
|
—
|
|
|
(310
|
)
|
|||||
Intercompany
|
—
|
|
|
(139
|
)
|
|
139
|
|
|
—
|
|
|
—
|
|
|||||
Gains on early retirement of debt
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Equity in earnings of subsidiaries
|
1,574
|
|
|
773
|
|
|
—
|
|
|
(2,347
|
)
|
|
—
|
|
|||||
Income before income taxes
|
1,574
|
|
|
419
|
|
|
1,870
|
|
|
(2,347
|
)
|
|
1,516
|
|
|||||
Federal, state and local income
tax benefit (expense) |
(8
|
)
|
|
356
|
|
|
(309
|
)
|
|
—
|
|
|
39
|
|
|||||
Net income
|
1,566
|
|
|
775
|
|
|
1,561
|
|
|
(2,347
|
)
|
|
1,555
|
|
|||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Net income attributable to
Macy's, Inc. shareholders |
$
|
1,566
|
|
|
$
|
775
|
|
|
$
|
1,572
|
|
|
$
|
(2,347
|
)
|
|
$
|
1,566
|
|
Comprehensive income
|
$
|
1,738
|
|
|
$
|
935
|
|
|
$
|
1,673
|
|
|
$
|
(2,619
|
)
|
|
$
|
1,727
|
|
Comprehensive loss attributable to
noncontrolling interest |
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Comprehensive income attributable to
Macy's, Inc. shareholders |
$
|
1,738
|
|
|
$
|
935
|
|
|
$
|
1,684
|
|
|
$
|
(2,619
|
)
|
|
$
|
1,738
|
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
10,735
|
|
|
$
|
23,508
|
|
|
$
|
(8,335
|
)
|
|
$
|
25,908
|
|
Credit card revenues (expense), net
|
—
|
|
|
17
|
|
|
639
|
|
|
—
|
|
|
656
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
(6,818
|
)
|
|
(17,183
|
)
|
|
8,335
|
|
|
(15,666
|
)
|
|||||
Selling, general and administrative expenses
|
(2
|
)
|
|
(3,899
|
)
|
|
(5,356
|
)
|
|
—
|
|
|
(9,257
|
)
|
|||||
Gains on sale of real estate
|
—
|
|
|
95
|
|
|
114
|
|
|
—
|
|
|
209
|
|
|||||
Restructuring, impairment, store closing and other costs
|
—
|
|
|
(295
|
)
|
|
(184
|
)
|
|
—
|
|
|
(479
|
)
|
|||||
Operating income (loss)
|
(2
|
)
|
|
(165
|
)
|
|
1,538
|
|
|
—
|
|
|
1,371
|
|
|||||
Benefit plan income, net
|
—
|
|
|
21
|
|
|
34
|
|
|
—
|
|
|
55
|
|
|||||
Settlement charges
|
—
|
|
|
(34
|
)
|
|
(64
|
)
|
|
—
|
|
|
(98
|
)
|
|||||
Interest (expense) income, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
2
|
|
|
(366
|
)
|
|
1
|
|
|
—
|
|
|
(363
|
)
|
|||||
Intercompany
|
—
|
|
|
(200
|
)
|
|
200
|
|
|
—
|
|
|
—
|
|
|||||
Equity in earnings of subsidiaries
|
627
|
|
|
267
|
|
|
—
|
|
|
(894
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
627
|
|
|
(477
|
)
|
|
1,709
|
|
|
(894
|
)
|
|
965
|
|
|||||
Federal, state and local income
tax benefit (expense) |
—
|
|
|
278
|
|
|
(624
|
)
|
|
—
|
|
|
(346
|
)
|
|||||
Net income (loss)
|
627
|
|
|
(199
|
)
|
|
1,085
|
|
|
(894
|
)
|
|
619
|
|
|||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Net income (loss) attributable to
Macy's, Inc. shareholders |
$
|
627
|
|
|
$
|
(199
|
)
|
|
$
|
1,093
|
|
|
$
|
(894
|
)
|
|
$
|
627
|
|
Comprehensive income (loss)
|
$
|
774
|
|
|
$
|
(52
|
)
|
|
$
|
1,164
|
|
|
$
|
(1,120
|
)
|
|
$
|
766
|
|
Comprehensive loss attributable to
noncontrolling interest |
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Comprehensive income (loss) attributable to
Macy's, Inc. shareholders |
$
|
774
|
|
|
$
|
(52
|
)
|
|
$
|
1,172
|
|
|
$
|
(1,120
|
)
|
|
$
|
774
|
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
889
|
|
|
$
|
59
|
|
|
$
|
214
|
|
|
$
|
—
|
|
|
$
|
1,162
|
|
Receivables
|
—
|
|
|
68
|
|
|
332
|
|
|
—
|
|
|
400
|
|
|||||
Merchandise inventories
|
—
|
|
|
2,342
|
|
|
2,921
|
|
|
—
|
|
|
5,263
|
|
|||||
Prepaid expenses and other current assets
|
—
|
|
|
143
|
|
|
477
|
|
|
—
|
|
|
620
|
|
|||||
Total Current Assets
|
889
|
|
|
2,612
|
|
|
3,944
|
|
|
—
|
|
|
7,445
|
|
|||||
Property and Equipment – net
|
—
|
|
|
3,287
|
|
|
3,350
|
|
|
—
|
|
|
6,637
|
|
|||||
Goodwill
|
—
|
|
|
3,326
|
|
|
582
|
|
|
—
|
|
|
3,908
|
|
|||||
Other Intangible Assets – net
|
—
|
|
|
38
|
|
|
440
|
|
|
—
|
|
|
478
|
|
|||||
Other Assets
|
—
|
|
|
41
|
|
|
685
|
|
|
—
|
|
|
726
|
|
|||||
Deferred Income Taxes
|
12
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|||||
Intercompany Receivable
|
1,713
|
|
|
—
|
|
|
1,390
|
|
|
(3,103
|
)
|
|
—
|
|
|||||
Investment in Subsidiaries
|
4,030
|
|
|
3,119
|
|
|
—
|
|
|
(7,149
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
6,644
|
|
|
$
|
12,423
|
|
|
$
|
10,391
|
|
|
$
|
(10,264
|
)
|
|
$
|
19,194
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
43
|
|
Merchandise accounts payable
|
—
|
|
|
713
|
|
|
942
|
|
|
—
|
|
|
1,655
|
|
|||||
Accounts payable and accrued liabilities
|
170
|
|
|
950
|
|
|
2,246
|
|
|
—
|
|
|
3,366
|
|
|||||
Income taxes
|
14
|
|
|
52
|
|
|
102
|
|
|
—
|
|
|
168
|
|
|||||
Total Current Liabilities
|
184
|
|
|
1,757
|
|
|
3,291
|
|
|
—
|
|
|
5,232
|
|
|||||
Long-Term Debt
|
—
|
|
|
4,692
|
|
|
16
|
|
|
—
|
|
|
4,708
|
|
|||||
Intercompany Payable
|
—
|
|
|
3,103
|
|
|
—
|
|
|
(3,103
|
)
|
|
—
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
679
|
|
|
571
|
|
|
(12
|
)
|
|
1,238
|
|
|||||
Other Liabilities
|
24
|
|
|
406
|
|
|
1,150
|
|
|
—
|
|
|
1,580
|
|
|||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Macy's, Inc.
|
6,436
|
|
|
1,786
|
|
|
5,363
|
|
|
(7,149
|
)
|
|
6,436
|
|
|||||
Noncontrolling Interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Shareholders’ Equity
|
6,436
|
|
|
1,786
|
|
|
5,363
|
|
|
(7,149
|
)
|
|
6,436
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
6,644
|
|
|
$
|
12,423
|
|
|
$
|
10,391
|
|
|
$
|
(10,264
|
)
|
|
$
|
19,194
|
|
|
|
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
|
—
|
|
|
165
|
|
|
485
|
|
|
—
|
|
|
650
|
|
|||||
Total Current Assets
|
1,109
|
|
|
2,652
|
|
|
3,885
|
|
|
—
|
|
|
7,646
|
|
|||||
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
|
|
|
—
|
|
|
2,381
|
|
|
(3,265
|
)
|
|
—
|
|
|||||
Investment in Subsidiaries
|
4,032
|
|
|
4,119
|
|
|
—
|
|
|
(8,151
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
6,037
|
|
|
$
|
13,568
|
|
|
$
|
11,405
|
|
|
$
|
(11,427
|
)
|
|
$
|
19,583
|
|
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
|
|
|
980
|
|
|
2,132
|
|
|
—
|
|
|
3,271
|
|
|||||
Income taxes
|
113
|
|
|
30
|
|
|
153
|
|
|
—
|
|
|
296
|
|
|||||
Total Current Liabilities
|
272
|
|
|
1,669
|
|
|
3,238
|
|
|
—
|
|
|
5,179
|
|
|||||
Long-Term Debt
|
—
|
|
|
5,844
|
|
|
17
|
|
|
—
|
|
|
5,861
|
|
|||||
Intercompany Payable
|
—
|
|
|
3,265
|
|
|
—
|
|
|
(3,265
|
)
|
|
—
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
559
|
|
|
600
|
|
|
(11
|
)
|
|
1,148
|
|
|||||
Other Liabilities
|
20
|
|
|
430
|
|
|
1,212
|
|
|
—
|
|
|
1,662
|
|
|||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Macy's, Inc.
|
5,745
|
|
|
1,801
|
|
|
6,350
|
|
|
(8,151
|
)
|
|
5,745
|
|
|||||
Noncontrolling Interest
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Total Shareholders’ Equity
|
5,745
|
|
|
1,801
|
|
|
6,338
|
|
|
(8,151
|
)
|
|
5,733
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
6,037
|
|
|
$
|
13,568
|
|
|
$
|
11,405
|
|
|
$
|
(11,427
|
)
|
|
$
|
19,583
|
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1,108
|
|
|
$
|
45
|
|
|
$
|
1,394
|
|
|
$
|
(1,449
|
)
|
|
$
|
1,098
|
|
Restructuring, impairment, store closing and other costs
|
—
|
|
|
33
|
|
|
103
|
|
|
—
|
|
|
136
|
|
|||||
Settlement charges
|
5
|
|
|
30
|
|
|
53
|
|
|
—
|
|
|
88
|
|
|||||
Gains on sale of real estate
|
—
|
|
|
(141
|
)
|
|
(248
|
)
|
|
—
|
|
|
(389
|
)
|
|||||
Equity in earnings of subsidiaries
|
(1,104
|
)
|
|
(345
|
)
|
|
—
|
|
|
1,449
|
|
|
—
|
|
|||||
Dividends received from subsidiaries
|
1,040
|
|
|
200
|
|
|
—
|
|
|
(1,240
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
334
|
|
|
628
|
|
|
—
|
|
|
962
|
|
|||||
Changes in assets, liabilities and other items not separately identified
|
(91
|
)
|
|
198
|
|
|
(266
|
)
|
|
(1
|
)
|
|
(160
|
)
|
|||||
Net cash provided by
operating activities |
958
|
|
|
354
|
|
|
1,664
|
|
|
(1,241
|
)
|
|
1,735
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment and capitalized software, net
|
—
|
|
|
(135
|
)
|
|
(323
|
)
|
|
—
|
|
|
(458
|
)
|
|||||
Other, net
|
—
|
|
|
(16
|
)
|
|
(33
|
)
|
|
51
|
|
|
2
|
|
|||||
Net cash used by investing activities
|
—
|
|
|
(151
|
)
|
|
(356
|
)
|
|
51
|
|
|
(456
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt repaid
|
—
|
|
|
(1,098
|
)
|
|
(1
|
)
|
|
(50
|
)
|
|
(1,149
|
)
|
|||||
Dividends paid
|
(463
|
)
|
|
—
|
|
|
(1,240
|
)
|
|
1,240
|
|
|
(463
|
)
|
|||||
Issuance of common stock, net of common stock acquired
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||
Proceeds from noncontrolling interest
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Intercompany activity, net
|
(767
|
)
|
|
875
|
|
|
(108
|
)
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
7
|
|
|
5
|
|
|
4
|
|
|
—
|
|
|
16
|
|
|||||
Net cash used by
financing activities |
(1,178
|
)
|
|
(218
|
)
|
|
(1,338
|
)
|
|
1,190
|
|
|
(1,544
|
)
|
|||||
Net decrease in cash, cash equivalents and restricted cash
|
(220
|
)
|
|
(15
|
)
|
|
(30
|
)
|
|
—
|
|
|
(265
|
)
|
|||||
Cash, cash equivalents and restricted cash at
beginning of period |
1,109
|
|
|
79
|
|
|
325
|
|
|
—
|
|
|
1,513
|
|
|||||
Cash, cash equivalents and restricted cash at
end of period |
$
|
889
|
|
|
$
|
64
|
|
|
$
|
295
|
|
|
$
|
—
|
|
|
$
|
1,248
|
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1,566
|
|
|
$
|
775
|
|
|
$
|
1,561
|
|
|
$
|
(2,347
|
)
|
|
$
|
1,555
|
|
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
|
(1,574
|
)
|
|
(773
|
)
|
|
—
|
|
|
2,347
|
|
|
—
|
|
|||||
Dividends received from subsidiaries
|
903
|
|
|
450
|
|
|
—
|
|
|
(1,353
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
354
|
|
|
637
|
|
|
—
|
|
|
991
|
|
|||||
Changes in assets, liabilities and other items not separately identified
|
14
|
|
|
79
|
|
|
(410
|
)
|
|
—
|
|
|
(317
|
)
|
|||||
Net cash provided by
operating activities |
909
|
|
|
759
|
|
|
1,661
|
|
|
(1,353
|
)
|
|
1,976
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Disposition (purchase) of property and equipment and capitalized software, net
|
—
|
|
|
68
|
|
|
(417
|
)
|
|
—
|
|
|
(349
|
)
|
|||||
Other, net
|
—
|
|
|
7
|
|
|
(9
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Net cash provided (used) by
investing activities |
—
|
|
|
75
|
|
|
(426
|
)
|
|
—
|
|
|
(351
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt repaid
|
—
|
|
|
(987
|
)
|
|
(1
|
)
|
|
—
|
|
|
(988
|
)
|
|||||
Dividends paid
|
(461
|
)
|
|
—
|
|
|
(1,353
|
)
|
|
1,353
|
|
|
(461
|
)
|
|||||
Common stock acquired, net of
issuance of common stock |
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Proceeds from noncontrolling interest
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Intercompany activity, net
|
(427
|
)
|
|
249
|
|
|
178
|
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
145
|
|
|
(98
|
)
|
|
(62
|
)
|
|
—
|
|
|
(15
|
)
|
|||||
Net cash used by financing activities
|
(738
|
)
|
|
(836
|
)
|
|
(1,225
|
)
|
|
1,353
|
|
|
(1,446
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
171
|
|
|
(2
|
)
|
|
10
|
|
|
—
|
|
|
179
|
|
|||||
Cash, cash equivalents and restricted cash at
beginning of period |
938
|
|
|
81
|
|
|
315
|
|
|
—
|
|
|
1,334
|
|
|||||
Cash, cash equivalents and restricted cash at
end of period |
$
|
1,109
|
|
|
$
|
79
|
|
|
$
|
325
|
|
|
$
|
—
|
|
|
$
|
1,513
|
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
627
|
|
|
$
|
(199
|
)
|
|
$
|
1,085
|
|
|
$
|
(894
|
)
|
|
$
|
619
|
|
Restructuring, impairment, 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
|
(627
|
)
|
|
(267
|
)
|
|
—
|
|
|
894
|
|
|
—
|
|
|||||
Dividends received from subsidiaries
|
957
|
|
|
575
|
|
|
—
|
|
|
(1,532
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
407
|
|
|
651
|
|
|
—
|
|
|
1,058
|
|
|||||
Changes in assets, liabilities and other items not separately identified
|
138
|
|
|
(312
|
)
|
|
(70
|
)
|
|
—
|
|
|
(244
|
)
|
|||||
Net cash provided by
operating activities |
1,095
|
|
|
438
|
|
|
1,800
|
|
|
(1,532
|
)
|
|
1,801
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Disposition (purchase) of property and equipment and capitalized software, net
|
—
|
|
|
13
|
|
|
(252
|
)
|
|
—
|
|
|
(239
|
)
|
|||||
Other, net
|
—
|
|
|
(18
|
)
|
|
14
|
|
|
—
|
|
|
(4
|
)
|
|||||
Net cash used by
investing activities |
—
|
|
|
(5
|
)
|
|
(238
|
)
|
|
—
|
|
|
(243
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt repaid
|
—
|
|
|
(753
|
)
|
|
(1
|
)
|
|
—
|
|
|
(754
|
)
|
|||||
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
|
)
|
|
233
|
|
|
(89
|
)
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
(15
|
)
|
|
27
|
|
|
49
|
|
|
—
|
|
|
61
|
|
|||||
Net cash used by
financing activities |
(898
|
)
|
|
(493
|
)
|
|
(1,567
|
)
|
|
1,532
|
|
|
(1,426
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
197
|
|
|
(60
|
)
|
|
(5
|
)
|
|
—
|
|
|
132
|
|
|||||
Cash, cash equivalents and restricted cash at
beginning of period |
741
|
|
|
141
|
|
|
320
|
|
|
—
|
|
|
1,202
|
|
|||||
Cash, cash equivalents and restricted cash at
end of period |
$
|
938
|
|
|
$
|
81
|
|
|
$
|
315
|
|
|
$
|
—
|
|
|
$
|
1,334
|
|
(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 (37.5%)
|
|||
Performance Level*
|
|
3-year Average
|
Vesting Percentage
|
||
Outstanding
|
|
≥5.0%
|
|
%
|
200%
|
Target
|
|
2.3
|
%
|
%
|
100%
|
Threshold
|
|
-1.5
|
%
|
%
|
25%
|
Below Threshold
|
|
<-1.5%
|
|
|
0%
|
|
|
ROIC (37.5%)
|
||
Performance Level*
|
|
3-year Average
|
Vesting Percentage
|
|
Outstanding
|
|
>
21.6%
|
|
200%
|
Target
|
|
19.1%
|
|
100%
|
Threshold
|
|
15.9%
|
|
25%
|
Below Threshold
|
|
<15.9%
|
|
0%
|
|
|
Relative TSR (25.0%)
|
|
Performance Level
*
|
|
3-year TSR vs. Peer Group**
|
Vesting Percentage
|
Outstanding
|
|
≥90%
|
200%
|
Target
|
|
50%
|
100%
|
Threshold
|
|
30%
|
25%
|
Below Threshold
|
|
<30%
|
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)
|
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
|
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
|
|
Bloomingdale’s, LLC
|
Ohio
|
Bloomingdale’s New York
|
Bloomingdales.com, LLC
|
Ohio
|
|
Bluemercury, Inc.
|
Delaware
|
Bluemercury
|
FDS Bank
|
N/A
|
|
FDS Thrift Holding Co., Inc.
|
Ohio
|
|
Macy’s Backstage, Inc.
|
Ohio
|
|
Macy’s Corporate Services, Inc.
|
Ohio
|
|
Macy’s Credit and Customer Services, Inc.
|
Ohio
|
|
Macy’s Credit Operations, Inc.
|
Ohio
|
|
Macy’s Florida Stores, LLC
|
Ohio
|
Macy’s
|
Macy’s Merchandising Corporation
|
New York
|
|
Macy’s Merchandising Group (Hong Kong)
Limited |
Hong Kong
|
|
Macy’s Merchandising Group International
(Hong Kong) Limited |
Hong Kong
|
|
Macy’s Merchandising Group International, LLC
|
Delaware
|
|
Macy’s Merchandising Group Procurement, LLC
|
Delaware
|
|
Macy’s Merchandising Group, Inc.
|
New York
|
|
Macy’s Puerto Rico, Inc.
|
Puerto Rico
|
|
Macy’s Retail Holdings, Inc.
|
New York
|
Macy’s
|
Macy’s Systems and Technology, Inc.
|
Ohio
|
|
Macy’s West Stores, Inc.
|
Ohio
|
Macy’s
|
Macys.com, LLC
|
Ohio
|
|
West 34
th
Street Insurance Company New York
|
New York
|
|
|
|
|
|
|
/s/ David P. Abney
|
|
/s/ Francis S. Blake
|
|
/s/ John A. Bryant
|
David P. Abney
|
|
Francis S. Blake
|
|
John A. Bryant
|
|
|
|
|
|
/s/ Deirdre P. Connelly
|
|
/s/ Jeff Gennette
|
|
/s/ Leslie D. Hale
|
Deirdre P. Connelly
|
|
Jeff Gennette
|
|
Leslie D. Hale
|
|
|
|
|
|
/s/ William H. Lenehan
|
|
/s/ Sara Levinson
|
|
/s/ Paula A. Price
|
William H. Lenehan
|
|
Sara Levinson
|
|
Paula A. Price
|
|
|
|
|
|
/s/ Joyce M. Roché
|
|
/s/ Paul C. Varga
|
|
/s/ Marna C. Whittington
|
Joyce M. Roché
|
|
Paul C. Varga
|
|
Marna C. Whittington
|
|
|
|
|
|
/s/ Felicia Williams
|
|
|
|
|
Felicia Williams
|
|
|
|
|
|
|
|
|
|
|
|
d.
|
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.
|
||
|
|
|
|||
|
5
|
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):
|
|||
|
|
|
|||
|
|
a.
|
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
|
||
|
|
|
|
||
|
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
||
|
|
|
|
||
|
|
|
|||
|
|
|
|||
April 3, 2019
|
/s/ Jeff Gennette
|
||||
|
Jeff Gennette
|
||||
|
Chief Executive Officer
|
|
|
d.
|
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.
|
||
|
|
|
|||
|
5
|
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):
|
|||
|
|
|
|||
|
|
a.
|
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
|
||
|
|
|
|
||
|
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
||
|
|
|
|
||
|
|
|
|||
|
|
|
|||
April 3, 2019
|
/s/ Paula A. Price
|
||||
|
Paula A. Price
|
||||
|
Chief Financial Officer
|
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT
|
|||
|
|||
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of Annual Report on Form 10-K of Macy's, Inc. (the "Company") for the fiscal year ended February 2, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies that, to his knowledge:
|
|||
|
|||
|
1
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
|
|
|
|
|
2
|
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.
|
|
|
|
|
|
Dated: April 3, 2019
|
|||
|
|||
|
/s/ Jeff Gennette
|
||
|
Name: Jeff Gennette
|
||
|
Title: Chief Executive Officer
|
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT
|
|||
|
|||
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Annual Report on Form 10-K of Macy's, Inc. (the "Company") for the fiscal year ended February 2, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies that, to his knowledge:
|
|||
|
|||
|
1
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
|
|
|
|
|
2
|
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.
|
|
|
|
|
|
Dated: April 3, 2019
|
|||
|
|||
|
|
||
|
/s/ Paula A. Price
|
||
|
Name: Paula A. Price
|
||
|
Title: Chief Financial Officer
|