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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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13-3324058
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||
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $.01 par value per share
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M
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New York Stock Exchange
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Class
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Outstanding at February 29, 2020
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Common Stock, $.01 par value per share
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309,645,426 shares
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Document
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Parts Into Which Incorporated
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Proxy Statement for the Annual Meeting of Stockholders to be held May 15, 2020
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Part III
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|
•
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the effects of the weather, natural disasters, and health pandemics, including the novel coronavirus (COVID-19), on customer demand, our supply chain as well as our consolidated results of operation, financial position and cash flows;
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•
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the possible invalidity of the underlying beliefs and assumptions;
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•
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the Company's ability to successfully implement its Polaris strategy, including the ability to realize the anticipated benefits within the expected time frame or at all;
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•
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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;
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•
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general consumer-spending levels, including the impact of changes in general economic conditions, consumer disposable income levels, consumer confidence levels, the availability, cost and level of consumer debt, and the costs of basic necessities and other goods;
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•
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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;
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•
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the Company’s ability to remain competitive and relevant as consumers’ shopping behaviors migrate to other shopping channels and to maintain its brand and reputation;
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•
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possible systems failures and/or security breaches, including any security breach that results in the theft, transfer or unauthorized disclosure of customer, employee or company information, or the failure to comply with various laws applicable to the Company in the event of such a breach;
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•
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the cost of employee benefits as well as attracting and retaining quality employees;
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•
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transactions and strategy involving the Company's real estate portfolio;
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•
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the seasonal nature of the Company’s business;
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•
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conditions to, or changes in the timing of, proposed transactions, and changes in expected synergies, cost savings and non-recurring charges;
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•
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the potential for the incurrence of charges in connection with the impairment of intangible assets, including goodwill;
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•
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possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions;
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•
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possible actions taken or omitted to be taken by third parties, including customers, suppliers, business partners, competitors and legislative, regulatory, judicial and other governmental authorities and officials;
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•
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changes in relationships with vendors and other product and service providers;
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•
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currency, interest and exchange rates and other capital market, economic and geo-political conditions;
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•
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unstable political conditions, civil unrest, terrorist activities and armed conflicts;
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•
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the possible inability of the Company’s manufacturers or transporters to deliver products in a timely manner or meet the Company’s quality standards;
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•
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the Company’s reliance on foreign sources of production, including risks related to the disruption of imports by labor disputes, regional and global health pandemics, and regional political and economic conditions; and
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•
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duties, taxes, other charges and quotas on imports.
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Item 1.
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Business.
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|
2019
|
|
2018
|
|
2017
|
||||||
Women’s Accessories, Intimate Apparel, Shoes, Cosmetics and Fragrances
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$
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9,454
|
|
|
$
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9,457
|
|
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$
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9,444
|
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Women’s Apparel
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5,411
|
|
|
5,642
|
|
|
5,765
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|||
Men’s and Kids’
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5,628
|
|
|
5,699
|
|
|
5,610
|
|
|||
Home/Other (a)
|
4,067
|
|
|
4,173
|
|
|
4,120
|
|
|||
Total
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$
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24,560
|
|
|
$
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24,971
|
|
|
$
|
24,939
|
|
•
|
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.
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•
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Macy’s Systems and Technology, Inc. (“MST”), a wholly-owned indirect subsidiary of the Company, provides operational electronic data processing and management information services to all of the Company’s operations other than bluemercury.
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•
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Macy’s Merchandising Group, Inc. (“MMG”), a wholly-owned direct subsidiary of the Company, and its subsidiary Macy's Merchandising Group International, LLC, are responsible for the design, development and marketing of Macy’s private label brands and certain licensed brands. Bloomingdale’s uses MMG for a
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•
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Macy’s Logistics and Operations (“Macy’s Logistics”), a division of a wholly-owned indirect subsidiary of the Company, provides warehousing and merchandise distribution services for the Company’s operations and digital customer fulfillment.
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•
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Charters of the Audit Committee, Compensation and Management Development Committee, Finance Committee, and Nominating and Corporate Governance Committee,
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•
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Corporate Governance Principles,
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•
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Lead Independent Director Policy,
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•
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Non-Employee Director Code of Business Conduct and Ethics,
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•
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Code of Conduct,
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•
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Standards for Director Independence,
|
•
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Related Person Transactions Policy,
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•
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Method to Facilitate Receipt, Retention and Treatment of Communications, and
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•
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Proxy Access By-Laws.
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Name
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Age
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Position with the Company
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Jeff Gennette
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58
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Chief Executive Officer, Chairman of the Board and Director
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Paula A. Price
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58
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Executive Vice President and Chief Financial Officer
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Elisa D. Garcia
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62
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Executive Vice President, Chief Legal Officer and Secretary
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John T. Harper
|
|
60
|
|
Executive Vice President and Chief Operations Officer
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Danielle L. Kirgan
|
|
44
|
|
Executive Vice President and Chief Transformation Officer
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Felicia Williams
|
|
54
|
|
Senior Vice President, Controller and Enterprise Risk Officer
|
Item 1A.
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Risk Factors.
|
•
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The Company may experience significant reductions or volatility in demand for its retail products as customers may not be able to purchase merchandise due to illness, quarantine or government or self-imposed restrictions placed on our stores' operations. Currently all of our stores are closed and will remain closed until it is safe to reopen. Additionally, social distancing measures or changes in consumer spending behaviors due to COVID-19 may continue to impact traffic in our stores after they resume normal operations and such actions could result in a loss of sales and profit.
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•
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The Company may experience temporary or long-term disruptions in its supply chain, as the outbreak has resulted in travel disruptions and has impacted manufacturing and distribution throughout the world. We anticipate that the receipt of products or raw material sourced from impacted areas will be slowed or disrupted in the coming months and our brand partners are expected to face similar challenges in fulfilling our orders for their merchandise. Furthermore, transportation delays and cost increases, more extensive travel restrictions, closures or disruptions of businesses and facilities or social, economic, political or labor instability in the affected areas, may impact our or our suppliers' operations or our customers.
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•
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The Company may be required to change its plan for inventory receipts which would place financial pressure on our brand partners. Such actions may negatively impact our relationships with our brand partners or adversely impact their financial performance and position. If this occurs, our current brand partners' ability to meet their obligations to the Company may be impacted or we may also be required to identify new brand partner relationships.
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•
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The Company's liquidity may be negatively impacted if its stores do not resume normal operations and the Company may be required to pursue additional sources of financing to meet its financial obligations. Obtaining such financing is not guaranteed and is largely dependent upon market conditions and other factors. Further actions may be required to improve the Company's cash position, including but not limited to, monetizing Company assets, implementing employee furloughs, and foregoing capital expenditures and other discretionary expenses.
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•
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materially damage our reputation and brand, negatively affect customer satisfaction and loyalty, expose us to individual claims or consumer class actions, administrative, civil or criminal investigations or actions, and infringe on proprietary information; and
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•
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cause us to incur substantial costs, including costs associated with remediation of information technology systems, customer protection costs and incentive payments for the maintenance of business relationships, litigation costs, lost revenues resulting from negative changes in consumer shopping patterns, unauthorized use of proprietary information or the failure to retain or attract customers following an attack. While we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, such insurance coverage may be unavailable or insufficient to cover all losses or all types of claims that may arise in the continually evolving area of cyber risk.
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•
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general economic, stock, credit and real estate market conditions;
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•
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risks relating to Macy’s business and industry, including those discussed above;
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•
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strategic actions by us or our competitors;
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•
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adverse business announcements by our competitors;
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•
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variations in our quarterly results of operations;
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•
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future sales or purchases of Macy’s common stock; and
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•
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investor perceptions of the investment opportunity associated with Macy’s common stock relative to other investment alternatives.
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Item 1B.
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Unresolved Staff Comments.
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Item 2.
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Properties.
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2019
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||||
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Boxes
|
|
Locations
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||
Macy's
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613
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|
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551
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Bloomingdale's
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55
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|
|
53
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|
bluemercury
|
171
|
|
|
171
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|
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839
|
|
|
775
|
|
|
2019
|
||||
|
Boxes
|
|
Locations
|
||
Store count at beginning of fiscal year
|
867
|
|
|
800
|
|
Stores opened
|
12
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|
|
12
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|
Stores closed, consolidated into or relocated from existing centers
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(40
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)
|
|
(37
|
)
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Store count at end of fiscal year
|
839
|
|
|
775
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By Brand
|
|
Total
|
|
Owned
|
|
Leased
|
|
Subject to
a Ground
Lease
|
|
Partly Owned and Partly
Leased
|
|||||
Macy's
|
|
613
|
|
|
329
|
|
|
178
|
|
|
101
|
|
|
5
|
|
Bloomingdale's
|
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55
|
|
|
13
|
|
|
35
|
|
|
7
|
|
|
—
|
|
bluemercury
|
|
171
|
|
|
—
|
|
|
171
|
|
|
—
|
|
|
—
|
|
|
|
839
|
|
|
342
|
|
|
384
|
|
|
108
|
|
|
5
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|
Location
|
|
Primary Function
|
|
Owned or Leased
|
|
Square Footage (thousands)
|
|
Cheshire, CT
|
|
Direct to customer
|
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Owned
|
|
725
|
|
Chicago, IL
|
|
Stores
|
|
Owned
|
|
861
|
|
Columbus, OH
|
|
Stores
|
|
Leased
|
|
673
|
|
Dayton, OH
|
|
Stores
|
|
Leased
|
|
107
|
|
Denver, CO
|
|
Stores
|
|
Leased
|
|
20
|
|
Goodyear, AZ
|
|
Direct to customer
|
|
Owned
|
|
1,560
|
|
Hayward, CA
|
|
Stores
|
|
Owned
|
|
310
|
|
Houston, TX
|
|
Stores
|
|
Owned
|
|
992
|
|
Joppa, MD
|
|
Stores
|
|
Owned
|
|
850
|
|
Kapolei, HI
|
|
Stores
|
|
Leased
|
|
260
|
|
Los Angeles, CA
|
|
Stores
|
|
Owned
|
|
1,529
|
|
Martinsburg, WV
|
|
Direct to customer
|
|
Owned
|
|
2,200
|
|
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
|
|
595
|
|
Stone Mountain, GA
|
|
Stores
|
|
Owned
|
|
920
|
|
Tampa, FL
|
|
Stores
|
|
Owned
|
|
585
|
|
Tulsa, OK
|
|
Direct to customer
|
|
Owned
|
|
2,195
|
|
Tukwila, WA
|
|
Stores
|
|
Leased
|
|
500
|
|
Union City, CA
|
|
Stores
|
|
Leased
|
|
165
|
|
Youngstown, OH
|
|
Stores
|
|
Owned
|
|
645
|
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
Total
Number
of Shares
Purchased
|
|
Average
Price Paid per
Share ($)
|
|
Number of Shares
Purchased as Part of Publicly Announced Plans or Programs (1)
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs ($)(1)
|
||||
|
(thousands)
|
|
|
|
(thousands)
|
|
(millions)
|
||||
November 3, 2019 - November 30, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
1,716
|
|
December 1, 2019 - January 4, 2020
|
—
|
|
|
—
|
|
|
—
|
|
|
1,716
|
|
January 5, 2020 - February 1, 2020
|
—
|
|
|
—
|
|
|
—
|
|
|
1,716
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(1)
|
Beginning in January 2000, the Company’s Board of Directors approved various authorizations to purchase, in the aggregate, up to $18 billion of common stock. As of February 1, 2020, $1,716 million of authorization remained unused. On March 26, 2020, the Company's Board of Directors rescinded its authorization of the remaining unused amount.
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Item 6.
|
Selected Financial Data.
|
|
2019
|
|
2018
|
|
2017*
|
|
2016
|
|
2015
|
||||||||||
|
(millions, except per share)
|
||||||||||||||||||
Consolidated Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
24,560
|
|
|
$
|
24,971
|
|
|
$
|
24,939
|
|
|
$
|
25,908
|
|
|
$
|
27,079
|
|
Gross margin (a)
|
9,389
|
|
|
9,756
|
|
|
9,758
|
|
|
10,242
|
|
|
10,583
|
|
|||||
Operating income
|
970
|
|
|
1,738
|
|
|
1,864
|
|
|
1,371
|
|
|
2,028
|
|
|||||
Net income
|
564
|
|
|
1,098
|
|
|
1,555
|
|
|
619
|
|
|
1,070
|
|
|||||
Net income attributable to Macy's, Inc. shareholders
|
564
|
|
|
1,108
|
|
|
1,566
|
|
|
627
|
|
|
1,072
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share attributable to
Macy's, Inc. shareholders |
$
|
1.82
|
|
|
$
|
3.60
|
|
|
$
|
5.13
|
|
|
$
|
2.03
|
|
|
$
|
3.26
|
|
Diluted earnings per share attributable to
Macy's, Inc. shareholders |
$
|
1.81
|
|
|
$
|
3.56
|
|
|
$
|
5.10
|
|
|
$
|
2.02
|
|
|
$
|
3.22
|
|
Average number of shares outstanding
|
309.7
|
|
|
307.7
|
|
|
305.4
|
|
|
308.5
|
|
|
328.4
|
|
|||||
Cash dividends paid per share
|
$
|
1.51
|
|
|
$
|
1.51
|
|
|
$
|
1.51
|
|
|
$
|
1.49
|
|
|
$
|
1.39
|
|
Depreciation and amortization
|
$
|
981
|
|
|
$
|
962
|
|
|
$
|
991
|
|
|
$
|
1,058
|
|
|
$
|
1,061
|
|
Capital expenditures
|
$
|
1,157
|
|
|
$
|
932
|
|
|
$
|
760
|
|
|
$
|
912
|
|
|
$
|
1,113
|
|
Balance Sheet Data (at year end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
685
|
|
|
$
|
1,162
|
|
|
$
|
1,455
|
|
|
$
|
1,297
|
|
|
$
|
1,109
|
|
Property and equipment - net
|
6,633
|
|
|
6,637
|
|
|
6,672
|
|
|
7,017
|
|
|
7,616
|
|
|||||
Total assets
|
21,172
|
|
|
19,194
|
|
|
19,583
|
|
|
20,082
|
|
|
20,576
|
|
|||||
Short-term debt
|
539
|
|
|
43
|
|
|
22
|
|
|
309
|
|
|
642
|
|
|||||
Long-term debt
|
3,621
|
|
|
4,708
|
|
|
5,861
|
|
|
6,562
|
|
|
6,995
|
|
|||||
Total Shareholders’ equity
|
6,377
|
|
|
6,436
|
|
|
5,733
|
|
|
4,375
|
|
|
4,253
|
|
*
|
53 weeks
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
1.
|
From Familiar to Favorite included everything the Company does to further its brand awareness and identity to its core customers.
|
2.
|
It Must Be Macy’s encompassed delivering the products and experiences customers love and are exclusive to the Company.
|
3.
|
Every Experience Matters, in-store and online leveraged the Company's competitive advantage in combining the human touch in its physical stores with cutting-edge technology in its mobile applications and websites.
|
4.
|
Funding our Future represented the decisions and actions the Company took to identify and realize resources to fuel growth.
|
5.
|
What’s New, What’s Next explored and developed innovation ideas to turn consumer and technology trends to the Company's advantage and to drive growth.
|
•
|
In 2019, the Company expanded the growth treatment to an additional 100 locations, from the original 50 locations in 2018. The Growth150 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 operating results for 2019, with sales results outperforming the other Macy's store locations.
|
•
|
Continued the expansion of Backstage, Macy's mall-based off-price business, the Company opened 50 new Backstage locations within Macy’s stores during 2019. This expansion brings the total Backstage locations to 218 (six freestanding and 212 inside Macy's stores) as of February 1, 2020.
|
•
|
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 2019, adding more than 1 million SKUs and 1,000 new vendors.
|
•
|
The mobile-first strategy has continued to create an improved omnichannel experience for customers through the enhancement of app features, such as My Wallet, My Store and My Stylist. Mobile remains the Company's fastest growing channel, with downloads and mobile active users experiencing significant growth during 2019.
|
•
|
Sales at the Company's destination businesses (six merchandise categories: dresses, fine jewelry, big ticket, men's tailored, women's shoes and beauty) grew in 2019 as the Company invested in these categories through merchandise assortment, customer service, improved store environments, and enhanced marketing.
|
•
|
Net sales decreased 1.6% compared to 2018.
|
•
|
Comparable sales on an owned basis decreased 0.8% and comparable sales on an owned plus licensed basis decreased 0.7%.
|
•
|
Asset sale gains decreased $227 million to $162 million compared to 2018.
|
•
|
Restructuring, impairment, store closing and other costs increased $218 million to $354 million compared to 2018 driven by the restructuring activities, store closures and campus consolidation plans related to the Polaris strategy.
|
•
|
Net income attributable to Macy's, Inc. shareholders for 2019 was $564 million, a decrease of $544 million from $1,108 million in 2018.
|
•
|
Diluted earnings per share attributable to Macy's, Inc. shareholders decreased to $1.81 in 2019 compared to $3.56 in 2018. Excluding restructuring, impairment, store closing and other costs, settlement charges, and losses on early retirement of debt, adjusted diluted earnings per share attributable to Macy's, Inc. shareholders decreased to $2.91 in 2019 from $4.18 in 2018. In addition, excluding asset sales gains, adjusted diluted earnings per share attributable to Macy's, Inc. shareholders decreased to $2.53 in 2019 from $3.26 in 2018.
|
•
|
Earnings before interest, taxes, depreciation and amortization excluding restructuring, impairment, store closing and other costs and settlement charges ("Adjusted EBITDA") was $2,336 million in 2019, as compared to $2,877 million in 2018.
|
•
|
Return on invested capital ("ROIC"), a key measure of operating productivity, was 17.1% for 2019 and 19.9% for 2018.
|
•
|
In 2019, the Company repurchased $525 million of debt in a tender offer. In 2018, the Company repurchased $1,094 million of debt, consisting of $344 million of debt repurchased in the open market and $750 million of debt repurchased in a tender offer.
|
•
|
Strengthen Customer Relationships: The Company is focusing on building customer lifetime value and expanding the Macy's Star Rewards loyalty program with the launch of Loyalty 3.0 in early February 2020. Loyalty 3.0 allows every Star Rewards member to earn loyalty rewards on their purchases regardless of tender.
|
•
|
Curate Quality Fashion: The Company is repositioning its merchandise category focus to drive sales and improve gross margin. As part of the merchandising strategy, the Company is committed to a more focused approach to its higher-margin private brands business with plans to build four of them into $1 billion brands.
|
•
|
Accelerate Digital Growth: The Company will continue to invest in its websites and mobile apps to deliver a superior fashion experience and accelerate growth. The Company will grow its customer franchise with a strong focus on personalization and continued innovation to deliver the best digital fashion experience to its customers.
|
•
|
Optimize the Store Portfolio: The Company completed a rigorous evaluation of the Macy’s store portfolio. This included a store-level assessment of each store’s overall value to the fleet, including predicted profitability based on consumer trends and demographics. As a result, the Company plans to close approximately 125 of its least productive stores over the next three years, including approximately 30 stores that were announced for closure in the spring of 2020. The Company will expand the Growth treatment to another 100 locations in 2020 and will expand to 50 more Backstage locations within Macy's stores and add 7 more freestanding Backstage locations in 2020.
|
•
|
Reset Cost Base: The Company is streamlining and right-sizing the organization and expense base to drive improvement in working capital and operating results. This includes reductions in corporate and support functions, campus consolidations and the consolidation of the Company's sole headquarters to New York City, New York. Additionally, the Company is further reshaping its supply chain to support omnichannel customer behavior and the Company’s new retail ecosystem.
|
•
|
The Company temporarily closed all stores on March 18, 2020 and the stores will remain closed until it is safe to reopen. This included all Macy’s, Bloomingdale’s, Bluemercury, Macy’s Backstage, Bloomingdales the Outlet and Market by Macy’s stores.
|
▪
|
In an effort to increase liquidity, the Company fully drew on the $1,500 million credit facility, announced the suspension of quarterly cash dividends beginning in the second quarter of 2020 and took additional steps to reduce discretionary spending and other expenditures. The Company's Board of Directors rescinded its authorization of any unused amounts under the Company's share repurchase program.
|
•
|
Due to heightened uncertainty relating to the potential impacts of the COVID-19 pandemic on the Company’s business operations, including its duration, its impact on overall demand for merchandise and the effect on the Company's stores, on March 20, 2020, the Company announced the withdrawal of its 2020 guidance, which was previously issued on February 5, 2020 and confirmed on February 25, 2020.
|
▪
|
To improve the Company's current cash position and reduce its cash expenditures during this uncertain time, the Company's Board of Directors and Chief Executive Officer will forgo any compensation for the duration of the COVID-19 crisis. In addition, the Company has deferred cash expenditures where possible and temporarily implemented a furlough for the majority of its employee population. Individuals not impacted by the furlough have taken a temporary reduction of their pay.
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||||||||||||||
|
|
Amount
|
|
% to Sales
|
|
|
Amount
|
|
% to Sales
|
|
|
Amount
|
|
% to Sales
|
|
|||||||||
|
|
(dollars in millions, except per share figures)
|
|
|||||||||||||||||||||
Net sales
|
|
$
|
24,560
|
|
|
|
|
|
$
|
24,971
|
|
|
|
|
|
$
|
24,939
|
|
|
|
|
|||
Increase (decrease) in comparable sales
|
|
(0.8
|
)
|
%
|
|
|
1.7
|
|
%
|
|
|
(2.2
|
)
|
%
|
|
|||||||||
Credit card revenues, net
|
|
771
|
|
|
3.1
|
|
%
|
768
|
|
|
3.1
|
|
%
|
702
|
|
|
2.8
|
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
|
(15,171
|
)
|
|
(61.8
|
)
|
%
|
(15,215
|
)
|
|
(60.9
|
)
|
%
|
(15,181
|
)
|
|
(60.9
|
)
|
%
|
|||||
Selling, general and administrative expenses
|
|
(8,998
|
)
|
|
(36.6
|
)
|
%
|
(9,039
|
)
|
|
(36.2
|
)
|
%
|
(8,954
|
)
|
|
(35.9
|
)
|
%
|
|||||
Gains on sale of real estate
|
|
162
|
|
|
0.6
|
|
%
|
389
|
|
|
1.5
|
|
%
|
544
|
|
|
2.2
|
|
%
|
|||||
Restructuring, impairment, store closing and other costs
|
|
(354
|
)
|
|
(1.4
|
)
|
%
|
(136
|
)
|
|
(0.5
|
)
|
%
|
(186
|
)
|
|
(0.7
|
)
|
%
|
|||||
Operating income
|
|
970
|
|
|
3.9
|
|
%
|
1,738
|
|
|
7.0
|
|
%
|
1,864
|
|
|
7.5
|
|
%
|
|||||
Benefit plan income, net
|
|
31
|
|
|
|
|
39
|
|
|
|
|
57
|
|
|
|
|
||||||||
Settlement charges
|
|
(58
|
)
|
|
|
|
(88
|
)
|
|
|
|
(105
|
)
|
|
|
|
||||||||
Interest expense - net
|
|
(185
|
)
|
|
|
|
|
(236
|
)
|
|
|
|
|
(310
|
)
|
|
|
|
||||||
Gains (losses) on early retirement of debt
|
|
(30
|
)
|
|
|
|
|
(33
|
)
|
|
|
|
|
10
|
|
|
|
|
||||||
Income before income taxes
|
|
728
|
|
|
|
|
|
1,420
|
|
|
|
|
|
1,516
|
|
|
|
|
||||||
Federal, state and local income tax benefit (expense)
|
|
(164
|
)
|
|
|
|
|
(322
|
)
|
|
|
|
|
39
|
|
|
|
|
||||||
Net income
|
|
564
|
|
|
|
|
|
1,098
|
|
|
|
|
|
1,555
|
|
|
|
|
||||||
Net loss attributable to noncontrolling interest
|
|
—
|
|
|
|
|
|
10
|
|
|
|
|
|
11
|
|
|
|
|
||||||
Net income attributable to Macy's, Inc. shareholders
|
|
$
|
564
|
|
|
2.3
|
|
%
|
$
|
1,108
|
|
|
4.4
|
|
%
|
$
|
1,566
|
|
|
6.3
|
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Diluted earnings per share attributable to
Macy's, Inc. shareholders
|
|
$
|
1.81
|
|
|
|
|
|
$
|
3.56
|
|
|
|
|
|
$
|
5.10
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Supplemental Financial Measure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross margin
|
|
$
|
9,389
|
|
|
38.2
|
|
%
|
$
|
9,756
|
|
|
39.1
|
|
%
|
$
|
9,758
|
|
|
39.1
|
|
%
|
||
Digital sales as a percent of comparable sales on an owned basis
|
|
26.0
|
|
%
|
|
|
23.0
|
|
%
|
|
|
22.0
|
|
%
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Supplemental Non-GAAP Financial Measures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Increase (decrease) in comparable sales on
an owned plus licensed basis
|
|
(0.7
|
)
|
%
|
|
|
2.0
|
|
%
|
|
|
(1.9
|
)
|
%
|
|
|||||||||
Adjusted diluted earnings per share attributable to
Macy's, Inc. shareholders
|
|
$
|
2.91
|
|
|
|
|
|
$
|
4.18
|
|
|
|
|
|
$
|
3.79
|
|
|
|
||||
Adjusted EBITDA
|
|
$
|
2,336
|
|
|
|
|
$
|
2,877
|
|
|
|
|
$
|
3,109
|
|
|
|
||||||
ROIC
|
|
17.1
|
|
%
|
|
|
19.9
|
|
%
|
|
|
20.8
|
|
%
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
See pages 30 to 34 for a reconciliation of these non-GAAP financial measures to their most comparable GAAP financial measure and for other important information.
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
||
Macy's
|
|
|
|
|
||
Stores (a)
|
65.0
|
%
|
|
68.0
|
%
|
|
Digital
|
23.0
|
%
|
|
21.0
|
%
|
|
Bloomingdale's
|
|
|
|
|
||
Stores (a)
|
8.0
|
%
|
|
8.0
|
%
|
|
Digital
|
3.0
|
%
|
|
2.0
|
%
|
|
bluemercury
|
1.0
|
%
|
|
1.0
|
%
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
Moody's
|
|
Standard & Poor's
|
|
Fitch
|
Long-term debt
|
|
Baa3
|
|
BBB-
|
|
BBB
|
Outlook
|
|
Stable
|
|
Stable
|
|
Stable
|
|
Obligations Due, by Period
|
||||||||||||||||||
Total
|
|
Less than
1 Year
|
|
1 – 3
Years
|
|
3 – 5
Years
|
|
More than
5 Years
|
|||||||||||
(millions)
|
|||||||||||||||||||
Short-term debt
|
$
|
539
|
|
|
$
|
539
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
3,607
|
|
|
—
|
|
|
453
|
|
|
1,472
|
|
|
1,682
|
|
|||||
Interest on debt
|
1,723
|
|
|
188
|
|
|
316
|
|
|
248
|
|
|
971
|
|
|||||
Finance lease obligations
|
34
|
|
|
3
|
|
|
6
|
|
|
6
|
|
|
19
|
|
|||||
Operating leases (a and b)
|
6,911
|
|
|
362
|
|
|
667
|
|
|
617
|
|
|
5,265
|
|
|||||
Letters of credit
|
34
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other obligations
|
4,274
|
|
|
2,778
|
|
|
525
|
|
|
233
|
|
|
738
|
|
|||||
|
$
|
17,122
|
|
|
$
|
3,904
|
|
|
$
|
1,967
|
|
|
$
|
2,576
|
|
|
$
|
8,675
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Increase (decrease) in comparable sales on an owned basis (note 1)
|
|
(0.8
|
)%
|
|
1.7
|
%
|
|
(2.2
|
)%
|
Impact of growth in comparable sales of departments licensed to third parties (note 2)
|
|
0.1
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
Increase (decrease) in comparable sales on an owned plus licensed basis
|
|
(0.7
|
)%
|
|
2.0
|
%
|
|
(1.9
|
)%
|
(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
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
As reported
|
|
$
|
1.81
|
|
|
$
|
3.56
|
|
|
$
|
5.10
|
|
Restructuring, impairment, store closing and other costs (a)
|
|
1.13
|
|
|
0.41
|
|
|
0.61
|
|
|||
Settlement charges
|
|
0.19
|
|
|
0.28
|
|
|
0.34
|
|
|||
Losses (gains) on early retirement of debt
|
|
0.10
|
|
|
0.11
|
|
|
(0.03
|
)
|
|||
Income tax impact of certain items identified above
|
|
(0.32
|
)
|
|
(0.18
|
)
|
|
(0.33
|
)
|
|||
Deferred tax effects of federal tax reform
|
|
—
|
|
|
—
|
|
|
(1.90
|
)
|
|||
As adjusted
|
|
$
|
2.91
|
|
|
$
|
4.18
|
|
|
$
|
3.79
|
|
Gains on sale of real estate
|
|
(0.52
|
)
|
|
(1.25
|
)
|
|
(1.77
|
)
|
|||
Income tax impact of gains on sale of real estate
|
|
0.14
|
|
|
0.33
|
|
|
0.67
|
|
|||
As adjusted excluding gains on sale of real estate
|
|
$
|
2.53
|
|
|
$
|
3.26
|
|
|
$
|
2.69
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(millions, except percentages)
|
||||||||||
Net sales
|
|
$
|
24,560
|
|
|
$
|
24,971
|
|
|
$
|
24,939
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to Macy's, Inc. shareholders
|
|
$
|
564
|
|
|
$
|
1,108
|
|
|
$
|
1,566
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to Macy's, Inc. shareholders
as a percent to net sales
|
|
2.3
|
%
|
|
4.4
|
%
|
|
6.3
|
%
|
|||
|
|
|
|
|
|
|
||||||
Net income attributable to Macy's, Inc. shareholders
|
|
$
|
564
|
|
|
$
|
1,108
|
|
|
$
|
1,566
|
|
Restructuring, impairment, store closing and other costs (a)
|
|
354
|
|
|
128
|
|
|
186
|
|
|||
Settlement charges
|
|
58
|
|
|
88
|
|
|
105
|
|
|||
Interest expense - net
|
|
185
|
|
|
236
|
|
|
310
|
|
|||
Losses (gains) on early retirement of debt
|
|
30
|
|
|
33
|
|
|
(10
|
)
|
|||
Federal, state and local income tax expense (benefit)
|
|
164
|
|
|
322
|
|
|
(39
|
)
|
|||
Adjusted EBIT
|
|
$
|
1,355
|
|
|
$
|
1,915
|
|
|
$
|
2,118
|
|
Adjusted EBIT as a percent to net sales
|
|
5.5
|
%
|
|
7.7
|
%
|
|
8.5
|
%
|
|||
|
|
|
|
|
|
|
||||||
Add back depreciation and amortization
|
|
981
|
|
|
962
|
|
|
991
|
|
|||
Adjusted EBITDA
|
|
$
|
2,336
|
|
|
$
|
2,877
|
|
|
$
|
3,109
|
|
Adjusted EBITDA as a percent to net sales
|
|
9.5
|
%
|
|
11.5
|
%
|
|
12.5
|
%
|
•
|
Exclude non-lease components of $83 million from lease expense.
|
•
|
Exclude benefit plan income, net of $31 million from Adjusted EBITDA, excluding lease expense.
|
•
|
Exclude rabbi trust investments related to company's deferred compensation plan from prepaid expenses and other current assets ($32 million).
|
•
|
Exclude deferred financing costs ($4 million) and net pension asset ($46 million) from other assets.
|
•
|
Exclude dividend payable ($29 million), current liabilities for other postretirement health care and life insurance benefits and the supplementary retirement plan ($15 million and $61 million, respectively), and the current lease liability ($306 million) from accounts payable and accrued liabilities.
|
•
|
Include long-term workers' compensation and general liability ($371 million).
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(millions, except percentages)
|
||||||||||
Net income
|
|
$
|
564
|
|
|
$
|
1,098
|
|
|
$
|
1,555
|
|
|
|
|
|
|
|
|
||||||
Property and equipment - net
|
|
$
|
6,633
|
|
|
$
|
6,637
|
|
|
$
|
6,672
|
|
|
|
|
|
|
|
|
||||||
Net income as a percent to property and
equipment - net |
|
8.5
|
%
|
|
16.5
|
%
|
|
23.3
|
%
|
|||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
564
|
|
|
$
|
1,098
|
|
|
$
|
1,555
|
|
Add back interest expense, net
|
|
185
|
|
|
236
|
|
|
310
|
|
|||
Add back (deduct) losses (gains) on early retirement of debt
|
|
30
|
|
|
33
|
|
|
(10
|
)
|
|||
Add back (deduct) federal, state and local tax expense (benefit)
|
|
164
|
|
|
322
|
|
|
(39
|
)
|
|||
Add back restructuring, impairment, store closing and
other costs |
|
354
|
|
|
136
|
|
|
186
|
|
|||
Add back settlement charges
|
|
58
|
|
|
88
|
|
|
105
|
|
|||
Add back depreciation and amortization
|
|
981
|
|
|
962
|
|
|
991
|
|
|||
Deduct benefit plan income, net
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|||
Add back rent expense
|
|
|
|
|
|
|
||||||
Real estate
|
|
335
|
|
|
327
|
|
|
310
|
|
|||
Personal property
|
|
8
|
|
|
9
|
|
|
10
|
|
|||
Deferred rent amortization
|
|
—
|
|
|
14
|
|
|
14
|
|
|||
Adjusted EBITDA, excluding benefit plan income, net and lease expense
|
|
$
|
2,648
|
|
|
$
|
3,225
|
|
|
$
|
3,432
|
|
|
|
|
|
|
|
|
||||||
Property and equipment - net
|
|
$
|
6,628
|
|
|
$
|
6,655
|
|
|
$
|
6,845
|
|
Add back accumulated depreciation and amortization
|
|
4,438
|
|
|
4,553
|
|
|
4,733
|
|
|||
Add capitalized value of non-capitalized leases
|
|
—
|
|
|
2,800
|
|
|
2,672
|
|
|||
Add back capitalized value of variable rent
|
|
114
|
|
|
—
|
|
|
—
|
|
|||
Add back lease right of use assets
|
|
2,241
|
|
|
—
|
|
|
—
|
|
|||
Add (deduct) other selected assets and liabilities:
|
|
|
|
|
|
|
||||||
Receivables
|
|
265
|
|
|
273
|
|
|
327
|
|
|||
Merchandise inventories
|
|
5,743
|
|
|
5,664
|
|
|
5,712
|
|
|||
Prepaid expenses and other current assets
|
|
551
|
|
|
608
|
|
|
616
|
|
|||
Other assets
|
|
675
|
|
|
803
|
|
|
830
|
|
|||
Merchandise accounts payable
|
|
(2,183
|
)
|
|
(2,219
|
)
|
|
(2,115
|
)
|
|||
Accounts payable and accrued liabilities
|
|
(2,609
|
)
|
|
(2,917
|
)
|
|
(3,127
|
)
|
|||
Other long-term liabilities
|
|
(371
|
)
|
|
—
|
|
|
—
|
|
|||
Total average invested capital
|
|
$
|
15,492
|
|
|
$
|
16,220
|
|
|
$
|
16,493
|
|
|
|
|
|
|
|
|
||||||
ROIC
|
|
17.1
|
%
|
|
19.9
|
%
|
|
20.8
|
%
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
Page
|
Consolidated Statements of Income for the fiscal years ended February 1, 2020, February 2, 2019 and February 3, 2018
|
|
Consolidated Statements of Comprehensive Income for the fiscal years ended
February 1, 2020, February 2, 2019 and February 3, 2018 |
|
Consolidated Balance Sheets as of February 1, 2020 and February 2, 2019
|
|
Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended
February 1, 2020, February 2, 2019 and February 3, 2018 |
|
Consolidated Statements of Cash Flows for the fiscal years ended
February 1, 2020, February 2, 2019 and February 3, 2018 |
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Name
|
|
Age
|
|
Director Since
|
|
Principal Occupation
|
David P. Abney
|
|
64
|
|
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
|
|
70
|
|
2015
|
|
Former Chairman and Chief Executive Officer of The Home Depot, Inc., a multinational home improvement retailer.
|
Torrence N. Boone
|
|
50
|
|
2019
|
|
Vice President, Global Client Partnerships, Alphabet Inc. since 2010.
|
John A. Bryant
|
|
54
|
|
2015
|
|
Former Chairman, President and Chief Executive Officer of Kellogg Company, a multinational cereal and snack food producer.
|
Deirdre P. Connelly
|
|
59
|
|
2008
|
|
Former President, North American Pharmaceuticals of GlaxoSmithKline, a global pharmaceutical company.
|
Leslie D. Hale
|
|
47
|
|
2015
|
|
President and Chief Executive Officer of RLJ Lodging Trust, a publicly-traded lodging real estate investment trust, since 2018.
|
William H. Lenehan
|
|
43
|
|
2016
|
|
President and Chief Executive Officer of Four Corners Property Trust, Inc., a real estate investment trust, since 2015.
|
Sara Levinson
|
|
69
|
|
1997
|
|
Co-Founder and Director of Katapult, a digital entertainment company making products for today's creative generation, since 2013.
|
Joyce M. Roché
|
|
73
|
|
2006
|
|
Former President and Chief Executive Officer of Girls Incorporated, a national non-profit research, education and advocacy organization.
|
Paul C. Varga
|
|
56
|
|
2012
|
|
Former Chairman and Chief Executive Officer of Brown-Forman Corporation, a spirits and wine company.
|
Marna C. Whittington
|
|
72
|
|
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
|
|
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
|
|
|
|
|
|
4.1.1
|
|
Guarantee of Securities, dated as of August 30, 2005, by the Company relating to 1991 Indenture
|
|
|
|
|
|
|
|
4.2
|
|
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
|
|
|
|
|
|
4.2.1
|
|
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
|
|
|
|
|
|
|
|
4.2.2
|
|
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
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
4.2.3
|
|
Guarantee of Securities, dated as of August 30, 2005, by the Company relating to 1994 Indenture
|
|
|
|
|
|
|
|
4.3
|
|
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”)
|
|
|
|
|
|
|
|
4.3.1
|
|
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
|
|
|
|
|
|
|
|
4.3.2
|
|
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
|
|
|
|
|
|
|
|
4.3.3
|
|
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
|
|
|
|
|
|
|
|
4.3.4
|
|
Guarantee of Securities, dated as of August 30, 2005, by the Company relating to 1997 Indenture
|
|
|
|
|
|
|
|
4.4
|
|
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”)
|
|
|
|
|
|
|
|
4.4.1
|
|
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
|
|
|
|
|
|
|
|
4.5
|
|
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”)
|
|
|
|
|
|
|
|
4.5.1
|
|
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
|
|
|
|
|
|
|
|
4.6
|
|
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”)
|
|
|
|
|
|
|
|
4.6.1
|
|
Third Supplemental Indenture to 2006 Indenture, dated March 12, 2007, among Macy's Retail, the Company and U.S. Bank National Association, as Trustee
|
|
|
|
|
|
|
|
4.6.2
|
|
Sixth Supplemental Indenture to 2006 Indenture, dated December 10, 2015, among Macy's Retail, the Company and U.S. Bank National Association, as Trustee
|
|
|
|
|
|
|
|
4.7
|
|
Indenture, dated as of January 13, 2012, among Macy's Retail, the Company and BNY Mellon, as Trustee ("2012 Indenture")
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
|
|
|
|
|
4.7.1
|
|
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
|
|
|
|
|
|
|
|
4.7.2
|
|
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
|
|
|
|
|
|
|
|
4.7.3
|
|
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
|
|
|
|
|
|
|
|
4.7.4
|
|
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
|
|
|
|
|
|
|
|
4.7.5
|
|
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
|
|
|
|
|
|
|
|
4.7.6
|
|
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
|
|
|
|
|
|
|
|
4.7.7
|
|
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
|
|
|
|
|
|
|
|
4.8
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Credit Agreement, dated as of May 9, 2019, among the Company, Macy's Retail and Bank of America, N.A., as administrative agent
|
|
|
|
|
|
|
|
10.2
|
|
Guarantee Agreement, dated as of May 9, 2019, among the Company, Macy's Retail and Bank of America, N.A., as administrative 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 *
|
|
|
|
|
|
|
|
10.6
|
|
Form of Indemnification Agreement *
|
|
Exhibit 10.14 to the Registration Statement on Form 10 (File No. 1-10951), filed November 27, 1991
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
10.7
|
|
Executive Severance Plan, effective November 1, 2009, as revised and restated January 1, 2014 *
|
|
|
|
|
|
|
|
10.7.1
|
|
Senior Executive Severance Plan effective as of April 1, 2018 *
|
|
|
|
|
|
|
|
10.8
|
|
Form of Nonqualified Stock Option Agreement under the 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees) *
|
|
|
|
|
|
|
|
10.8.1
|
|
Form of Nonqualified Stock Option Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees) *
|
|
|
|
|
|
|
|
10.8.2
|
|
Form of Nonqualified Stock Option Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (for Executives and Key Employees), as amended *
|
|
|
|
|
|
|
|
10.8.3
|
|
Form of Stock Option Terms and Conditions under the 2018 Equity and Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.9
|
|
Form of Time-Based Restricted Stock Agreement under the 2009 Omnibus Incentive Compensation
Plan *
|
|
|
|
|
|
|
|
10.10
|
|
2017-2019 Performance-Based Restricted Stock Unit Terms and Conditions under the Amended and Restated 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.10.1
|
|
2018-2020 Performance-Based Restricted Stock Unit Terms and Conditions under the Amended and Restated 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.10.2
|
|
2019-2021 Performance-Based Restricted Stock Unit Terms and Conditions under the 2018 Equity and Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.11
|
|
Form of Time-Based Restricted Stock Unit Agreement under the 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.11.1
|
|
Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.11.2
|
|
Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (with dividend equivalents) *
|
|
|
|
|
|
|
|
10.11.3
|
|
Form of Time-Based Restricted Stock Unit Agreement under the Amended and Restated 2009 Omnibus Incentive Compensation Plan, as amended *
|
|
|
|
|
|
|
|
10.11.4
|
|
Form of Time-Based Restricted Stock Unit Terms and Conditions under the 2018 Equity and Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.12
|
|
Supplementary Executive Retirement Plan *
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
|
|
|
|
|
10.12.1
|
|
First Amendment to the Supplementary Executive Retirement Plan effective January 1, 2012 *
|
|
|
|
|
|
|
|
10.12.2
|
|
Second Amendment to Supplementary Executive Retirement Plan effective January 1, 2012 *
|
|
|
|
|
|
|
|
10.12.3
|
|
Third Amendment to Supplementary Executive Retirement Plan effective December 31, 2013 *
|
|
|
|
|
|
|
|
10.13
|
|
Executive Deferred Compensation Plan *
|
|
|
|
|
|
|
|
10.13.1
|
|
First Amendment to Executive Deferred Compensation Plan effective December 31, 2013 *
|
|
|
|
|
|
|
|
10.14
|
|
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 *
|
|
|
|
|
|
|
|
10.14.1
|
|
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 *
|
|
|
|
|
|
|
|
10.14.2
|
|
Second Amendment to the Plan regarding marriage status, effective January 1, 2014 *
|
|
|
|
|
|
|
|
10.14.3
|
|
Third Amendment to the Plan regarding matching contributions with respect to the Plan’s plan years beginning on and after January 1, 2014 *
|
|
|
|
|
|
|
|
10.14.4
|
|
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)*
|
|
|
|
|
|
|
|
10.14.5
|
|
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*
|
|
|
|
|
|
|
|
10.15
|
|
Director Deferred Compensation Plan *
|
|
|
|
|
|
|
|
10.16
|
|
Macy's, Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.17
|
|
Macy's, Inc. 2018 Equity and Incentive Compensation Plan *
|
|
|
|
|
|
|
|
10.18
|
|
|
|
|
|
|
|
|
|
10.19
|
|
Change in Control Plan, effective November 1, 2009, as revised and restated effective April 1, 2018 *
|
|
|
|
|
|
|
|
10.20
|
|
Time Sharing Agreement between Macy's, Inc. and Jeff Gennette, dated June 14, 2017 *
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Document if Incorporated by Reference
|
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 1, 2020, filed March 30, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language): (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.
|
|
|
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
|
+
|
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
|
|
|
|
|
|
*
|
|
*
|
|
*
|
Jeff Gennette
|
|
Paula A. Price
|
|
Felicia Williams
|
|
|
|
|
|
Chief Executive Officer (principal executive officer), Chairman of the Board and Director
|
|
Executive Vice President and Chief Financial Officer (principal financial officer)
|
|
Senior Vice President, Controller and Enterprise Risk Officer (principal accounting officer)
|
|
|
|
|
|
*
|
|
*
|
|
*
|
David P. Abney
|
|
Francis S. Blake
|
|
Torrence N. Boone
|
|
|
|
|
|
Director
|
|
Director
|
|
Director
|
|
|
|
|
|
*
|
|
*
|
|
*
|
John A. Bryant
|
|
Deirdre P. Connelly
|
|
Leslie D. Hale
|
|
|
|
|
|
Director
|
|
Director
|
|
Director
|
|
|
|
|
|
*
|
|
*
|
|
*
|
William H. Lenehan
|
|
Sara Levinson
|
|
Joyce M. Roché
|
|
|
|
|
|
Director
|
|
Director
|
|
Director
|
|
|
|
|
|
*
|
|
*
|
|
|
Paul C. Varga
|
|
Marna C. Whittington
|
|
|
|
|
|
|
|
Director
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
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
|
Report of Management
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Income for the fiscal years ended February 1, 2020, February 2, 2019 and February 3, 2018
|
|
Consolidated Statements of Comprehensive Income for the fiscal years ended
February 1, 2020, February 2, 2019 and February 3, 2018 |
|
Consolidated Balance Sheets as of February 1, 2020 and February 2, 2019
|
|
Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended
February 1, 2020, February 2, 2019 and February 3, 2018 |
|
Consolidated Statements of Cash Flows for the fiscal years ended
February 1, 2020, February 2, 2019 and February 3, 2018 |
|
Notes to Consolidated Financial Statements
|
•
|
Selecting comparable sales transactions and market rent assumptions based on publicly available market data for comparable assets, considering the location, quality of the property and real estate market conditions
|
•
|
Comparing the independent fair value estimates to the Company’s fair value estimates which were ultimately used to identify and record, if applicable, impairment
|
|
|
|
|
|
|
||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
24,560
|
|
|
$
|
24,971
|
|
|
$
|
24,939
|
|
Credit card revenues, net
|
771
|
|
|
768
|
|
|
702
|
|
|||
|
|
|
|
|
|
||||||
Cost of sales
|
(15,171
|
)
|
|
(15,215
|
)
|
|
(15,181
|
)
|
|||
Selling, general and administrative expenses
|
(8,998
|
)
|
|
(9,039
|
)
|
|
(8,954
|
)
|
|||
Gains on sale of real estate
|
162
|
|
|
389
|
|
|
544
|
|
|||
Restructuring, impairment, store closing and other costs
|
(354
|
)
|
|
(136
|
)
|
|
(186
|
)
|
|||
Operating income
|
970
|
|
|
1,738
|
|
|
1,864
|
|
|||
Benefit plan income, net
|
31
|
|
|
39
|
|
|
57
|
|
|||
Settlement charges
|
(58
|
)
|
|
(88
|
)
|
|
(105
|
)
|
|||
Interest expense
|
(205
|
)
|
|
(261
|
)
|
|
(321
|
)
|
|||
Gains (losses) on early retirement of debt
|
(30
|
)
|
|
(33
|
)
|
|
10
|
|
|||
Interest income
|
20
|
|
|
25
|
|
|
11
|
|
|||
Income before income taxes
|
728
|
|
|
1,420
|
|
|
1,516
|
|
|||
Federal, state and local income tax benefit (expense)
|
(164
|
)
|
|
(322
|
)
|
|
39
|
|
|||
Net income
|
564
|
|
|
1,098
|
|
|
1,555
|
|
|||
Net loss attributable to noncontrolling interest
|
—
|
|
|
10
|
|
|
11
|
|
|||
Net income attributable to Macy's, Inc. shareholders
|
$
|
564
|
|
|
$
|
1,108
|
|
|
$
|
1,566
|
|
Basic earnings per share attributable to
Macy's, Inc. shareholders
|
$
|
1.82
|
|
|
$
|
3.60
|
|
|
$
|
5.13
|
|
Diluted earnings per share attributable to
Macy's, Inc. shareholders |
$
|
1.81
|
|
|
$
|
3.56
|
|
|
$
|
5.10
|
|
|
|
|
|
|
|
||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
564
|
|
|
$
|
1,098
|
|
|
$
|
1,555
|
|
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 $36 million, $52 million and $37 million
|
(107
|
)
|
|
(151
|
)
|
|
82
|
|
|||
Reclassifications to net income:
|
|
|
|
|
|
||||||
Net actuarial loss and prior service cost on post employment and postretirement benefit plans, net of tax effect of $8 million, $7 million and $13 million
|
23
|
|
|
23
|
|
|
22
|
|
|||
Settlement charges, net of tax effect of $14 million, $23 million and $37 million
|
44
|
|
|
65
|
|
|
68
|
|
|||
Total other comprehensive income (loss)
|
(40
|
)
|
|
(63
|
)
|
|
172
|
|
|||
Comprehensive income
|
524
|
|
|
1,035
|
|
|
1,727
|
|
|||
Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
10
|
|
|
11
|
|
|||
Comprehensive income attributable to
Macy's, Inc. shareholders
|
$
|
524
|
|
|
$
|
1,045
|
|
|
$
|
1,738
|
|
|
|
|
|
||||
|
February 1, 2020
|
|
February 2, 2019
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
685
|
|
|
$
|
1,162
|
|
Receivables
|
409
|
|
|
400
|
|
||
Merchandise inventories
|
5,188
|
|
|
5,263
|
|
||
Prepaid expenses and other current assets
|
528
|
|
|
620
|
|
||
Total Current Assets
|
6,810
|
|
|
7,445
|
|
||
Property and Equipment – net
|
6,633
|
|
|
6,637
|
|
||
Right of Use Assets
|
2,668
|
|
|
—
|
|
||
Goodwill
|
3,908
|
|
|
3,908
|
|
||
Other Intangible Assets – net
|
439
|
|
|
478
|
|
||
Other Assets
|
714
|
|
|
726
|
|
||
Total Assets
|
$
|
21,172
|
|
|
$
|
19,194
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
539
|
|
|
$
|
43
|
|
Merchandise accounts payable
|
1,682
|
|
|
1,655
|
|
||
Accounts payable and accrued liabilities
|
3,448
|
|
|
3,366
|
|
||
Income taxes
|
81
|
|
|
168
|
|
||
Total Current Liabilities
|
5,750
|
|
|
5,232
|
|
||
Long-Term Debt
|
3,621
|
|
|
4,708
|
|
||
Long-Term Lease Liabilities
|
2,918
|
|
|
—
|
|
||
Deferred Income Taxes
|
1,169
|
|
|
1,238
|
|
||
Other Liabilities
|
1,337
|
|
|
1,580
|
|
||
Shareholders’ Equity:
|
|
|
|
||||
Common stock (309.0 and 307.5 shares outstanding)
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
621
|
|
|
652
|
|
||
Accumulated equity
|
7,989
|
|
|
8,050
|
|
||
Treasury stock
|
(1,241
|
)
|
|
(1,318
|
)
|
||
Accumulated other comprehensive loss
|
(995
|
)
|
|
(951
|
)
|
||
Total Macy's, Inc. Shareholders’ Equity
|
6,377
|
|
|
6,436
|
|
||
Noncontrolling interest
|
—
|
|
|
—
|
|
||
Total Shareholders' Equity
|
6,377
|
|
|
6,436
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
21,172
|
|
|
$
|
19,194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
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 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
|
)
|
|
|
|
34
|
|
|
|
|
10
|
|
|
|
|
10
|
|
||||||||||||
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
|
)
|
|
|
|
138
|
|
|
|
|
51
|
|
|
|
|
51
|
|
||||||||||||
Stranded tax costs (a)
|
|
|
|
|
164
|
|
|
|
|
(164
|
)
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Macy's China Limited
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
22
|
|
|
22
|
|
|||||||||||||
Balance at February 2, 2019
|
3
|
|
|
652
|
|
|
8,050
|
|
|
(1,318
|
)
|
|
(951
|
)
|
|
6,436
|
|
|
—
|
|
|
6,436
|
|
||||||||
Cumulative-effect adjustment (b)
|
|
|
|
|
(158
|
)
|
|
|
|
|
|
(158
|
)
|
|
|
|
(158
|
)
|
|||||||||||||
Net income
|
|
|
|
|
564
|
|
|
|
|
|
|
564
|
|
|
|
|
564
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(40
|
)
|
|
(40
|
)
|
|
|
|
(40
|
)
|
|||||||||||||
Common stock dividends ($1.51 per share)
|
|
|
|
|
(470
|
)
|
|
|
|
|
|
(470
|
)
|
|
|
|
(470
|
)
|
|||||||||||||
Stock repurchases
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
|||||||||||||
Stock-based compensation
expense |
|
|
38
|
|
|
|
|
|
|
|
|
38
|
|
|
|
|
38
|
|
|||||||||||||
Stock issued under stock plans
|
|
|
(69
|
)
|
|
|
|
78
|
|
|
|
|
9
|
|
|
|
|
9
|
|
||||||||||||
Other
|
|
|
|
|
3
|
|
|
|
|
(4
|
)
|
|
(1
|
)
|
|
|
|
(1
|
)
|
||||||||||||
Balance at February 1, 2020
|
$
|
3
|
|
|
$
|
621
|
|
|
$
|
7,989
|
|
|
$
|
(1,241
|
)
|
|
$
|
(995
|
)
|
|
$
|
6,377
|
|
|
$
|
—
|
|
|
$
|
6,377
|
|
|
|
|
|
|
|
||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
564
|
|
|
$
|
1,098
|
|
|
$
|
1,555
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||||||
Restructuring, impairment, store closing and other costs
|
354
|
|
|
136
|
|
|
186
|
|
|||
Settlement charges
|
58
|
|
|
88
|
|
|
105
|
|
|||
Depreciation and amortization
|
981
|
|
|
962
|
|
|
991
|
|
|||
Benefit plans
|
31
|
|
|
30
|
|
|
35
|
|
|||
Stock-based compensation expense
|
38
|
|
|
63
|
|
|
58
|
|
|||
Gains on sale of real estate
|
(162
|
)
|
|
(389
|
)
|
|
(544
|
)
|
|||
Deferred income taxes
|
(6
|
)
|
|
112
|
|
|
(421
|
)
|
|||
Amortization of financing costs and premium on acquired debt
|
4
|
|
|
(15
|
)
|
|
(45
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
(9
|
)
|
|
(61
|
)
|
|
120
|
|
|||
(Increase) decrease in merchandise inventories
|
75
|
|
|
(87
|
)
|
|
221
|
|
|||
Decrease in prepaid expenses and other current assets
|
89
|
|
|
21
|
|
|
17
|
|
|||
Increase in merchandise accounts payable
|
40
|
|
|
55
|
|
|
162
|
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
(257
|
)
|
|
14
|
|
|
(221
|
)
|
|||
Decrease in current income taxes
|
(60
|
)
|
|
(136
|
)
|
|
(114
|
)
|
|||
Change in other assets and liabilities
|
(132
|
)
|
|
(156
|
)
|
|
(129
|
)
|
|||
Net cash provided by operating activities
|
1,608
|
|
|
1,735
|
|
|
1,976
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(902
|
)
|
|
(657
|
)
|
|
(487
|
)
|
|||
Capitalized software
|
(255
|
)
|
|
(275
|
)
|
|
(273
|
)
|
|||
Disposition of property and equipment
|
185
|
|
|
474
|
|
|
411
|
|
|||
Other, net
|
(30
|
)
|
|
2
|
|
|
(2
|
)
|
|||
Net cash used by investing activities
|
(1,002
|
)
|
|
(456
|
)
|
|
(351
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Debt issuance costs
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Debt repaid
|
(597
|
)
|
|
(1,149
|
)
|
|
(988
|
)
|
|||
Dividends paid
|
(466
|
)
|
|
(463
|
)
|
|
(461
|
)
|
|||
Increase (decrease) in outstanding checks
|
(62
|
)
|
|
16
|
|
|
(15
|
)
|
|||
Acquisition of treasury stock
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Issuance of common stock
|
6
|
|
|
45
|
|
|
6
|
|
|||
Proceeds from noncontrolling interest
|
—
|
|
|
7
|
|
|
13
|
|
|||
Net cash used by financing activities
|
(1,123
|
)
|
|
(1,544
|
)
|
|
(1,446
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(517
|
)
|
|
(265
|
)
|
|
179
|
|
|||
Cash, cash equivalents and restricted cash beginning of period
|
1,248
|
|
|
1,513
|
|
|
1,334
|
|
|||
Cash, cash equivalents and restricted cash end of period
|
$
|
731
|
|
|
$
|
1,248
|
|
|
$
|
1,513
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
242
|
|
|
$
|
328
|
|
|
$
|
361
|
|
Interest received
|
20
|
|
|
25
|
|
|
12
|
|
|||
Income taxes paid (net of refunds received)
|
229
|
|
|
345
|
|
|
496
|
|
|||
Restricted cash, end of period
|
46
|
|
|
86
|
|
|
58
|
|
|
1.
|
Organization and Summary of Significant Accounting Policies
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(millions)
|
||||||||||
Gross advertising and promotional costs
|
$
|
1,330
|
|
|
$
|
1,358
|
|
|
$
|
1,397
|
|
Cooperative advertising allowances
|
188
|
|
|
196
|
|
|
289
|
|
|||
Advertising and promotional costs, net of
cooperative advertising allowances |
$
|
1,142
|
|
|
$
|
1,162
|
|
|
$
|
1,108
|
|
Net sales
|
$
|
24,560
|
|
|
$
|
24,971
|
|
|
$
|
24,939
|
|
Advertising and promotional costs, net of cooperative
advertising allowances, as a percent to net sales |
4.6
|
%
|
|
4.7
|
%
|
|
4.4
|
%
|
|
|
|
|
2.
|
Revenue
|
|
2019
|
|
2018
|
|
2017
|
||||||
Women’s Accessories, Intimate Apparel, Shoes, Cosmetics and Fragrances
|
$
|
9,454
|
|
|
$
|
9,457
|
|
|
$
|
9,444
|
|
Women’s Apparel
|
5,411
|
|
|
5,642
|
|
|
5,765
|
|
|||
Men’s and Kids’
|
5,628
|
|
|
5,699
|
|
|
5,610
|
|
|||
Home/Other (a)
|
4,067
|
|
|
4,173
|
|
|
4,120
|
|
|||
Total
|
$
|
24,560
|
|
|
$
|
24,971
|
|
|
$
|
24,939
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(millions)
|
||||||||||
Balance, beginning of year
|
$
|
856
|
|
|
$
|
906
|
|
|
$
|
911
|
|
Liabilities issued but not redeemed (a)
|
554
|
|
|
570
|
|
|
551
|
|
|||
Revenue recognized from beginning liability
|
(571
|
)
|
|
(620
|
)
|
|
(556
|
)
|
|||
Balance, end of year
|
$
|
839
|
|
|
$
|
856
|
|
|
$
|
906
|
|
|
|
3.
|
Restructuring, Impairment, Store Closing and Other Costs
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(millions)
|
||||||||||
Restructuring
|
$
|
123
|
|
|
$
|
80
|
|
|
$
|
142
|
|
Asset Impairments
|
197
|
|
|
64
|
|
|
53
|
|
|||
Other
|
34
|
|
|
(8
|
)
|
|
(9
|
)
|
|||
|
$
|
354
|
|
|
$
|
136
|
|
|
$
|
186
|
|
|
Severance and other benefits
|
|
Professional fees and other related charges
|
|
Total
|
||||||
|
(millions)
|
||||||||||
Balance at February 2, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions charged to expense
|
121
|
|
|
36
|
|
|
157
|
|
|||
Cash payments
|
(6
|
)
|
|
(27
|
)
|
|
(33
|
)
|
|||
Balance at February 1, 2020
|
$
|
115
|
|
|
$
|
9
|
|
|
$
|
124
|
|
|
|
4.
|
Properties and Leases
|
|
February 1,
2020 |
|
February 2,
2019 |
||||
|
(millions)
|
||||||
Land
|
$
|
1,436
|
|
|
$
|
1,454
|
|
Buildings on owned land
|
3,822
|
|
|
4,019
|
|
||
Buildings on leased land and leasehold improvements
|
1,365
|
|
|
1,404
|
|
||
Fixtures and equipment
|
4,402
|
|
|
4,230
|
|
||
Leased properties under capitalized leases (a)
|
—
|
|
|
25
|
|
||
|
11,025
|
|
|
11,132
|
|
||
Less accumulated depreciation and amortization (a)
|
4,392
|
|
|
4,495
|
|
||
|
$
|
6,633
|
|
|
$
|
6,637
|
|
|
|
February 1, 2020
|
||
|
Classification
|
(millions)
|
||
Assets
|
|
|
||
Finance lease assets (a)
|
Right of Use Assets
|
$
|
13
|
|
Operating lease assets (b)
|
Right of Use Assets
|
2,655
|
|
|
Total lease assets
|
|
$
|
2,668
|
|
|
|
|
||
Liabilities
|
|
|
||
Current
|
|
|
||
Finance (a)
|
Accounts payable and accrued liabilities
|
$
|
2
|
|
Operating (b)
|
Accounts payable and accrued liabilities
|
331
|
|
|
|
|
|
||
Noncurrent
|
|
|
||
Finance (a)
|
Long-Term Lease Liabilities
|
21
|
|
|
Operating (b)
|
Long-Term Lease Liabilities
|
2,897
|
|
|
Total lease liabilities
|
|
$
|
3,251
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(millions)
|
||||||||||
Real estate
|
|
|
|
|
|
||||||
Operating leases (c) –
|
|
|
|
|
|
||||||
Minimum rents
|
$
|
364
|
|
|
$
|
317
|
|
|
$
|
317
|
|
Variable rents
|
54
|
|
|
11
|
|
|
11
|
|
|||
|
418
|
|
|
328
|
|
|
328
|
|
|||
Less income from subleases –
|
|
|
|
|
|
||||||
Operating leases
|
(2
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|||
|
$
|
416
|
|
|
$
|
327
|
|
|
$
|
325
|
|
Personal property – Operating leases
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
10
|
|
|
Finance
Leases (d)
|
|
Operating
Leases (e and f)
|
|
Total
|
||||||
|
(millions)
|
||||||||||
Fiscal year
|
|
|
|
|
|
||||||
2020
|
$
|
3
|
|
|
$
|
362
|
|
|
$
|
365
|
|
2021
|
3
|
|
|
345
|
|
|
348
|
|
|||
2022
|
3
|
|
|
322
|
|
|
325
|
|
|||
2023
|
3
|
|
|
317
|
|
|
320
|
|
|||
2024
|
3
|
|
|
300
|
|
|
303
|
|
|||
After 2024
|
19
|
|
|
5,265
|
|
|
5,284
|
|
|||
Total undiscounted lease payments
|
34
|
|
|
6,911
|
|
|
6,945
|
|
|||
Less amount representing interest
|
11
|
|
|
3,683
|
|
|
3,694
|
|
|||
Total lease liabilities
|
$
|
23
|
|
|
$
|
3,228
|
|
|
$
|
3,251
|
|
|
February 1, 2020
|
|
Lease Term and Discount Rate
|
(millions)
|
|
Weighted-average remaining lease term (years)
|
|
|
Finance leases
|
12.7
|
|
Operating leases
|
23.3
|
|
Weighted-average discount rate
|
|
|
Finance leases
|
6.69
|
%
|
Operating leases
|
6.53
|
%
|
|
|
52 Weeks Ended
|
||
|
February 1, 2020
|
||
Other Information
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows used from operating leases
|
$
|
363
|
|
Financing cash flows used from financing leases
|
2
|
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
216
|
|
|
5.
|
Goodwill and Other Intangible Assets
|
|
February 1,
2020 |
|
February 2,
2019 |
||||
|
(millions)
|
||||||
Non-amortizing intangible assets
|
|
|
|
||||
Goodwill
|
$
|
9,290
|
|
|
$
|
9,290
|
|
Accumulated impairment losses
|
(5,382
|
)
|
|
(5,382
|
)
|
||
|
3,908
|
|
|
3,908
|
|
||
Tradenames
|
403
|
|
|
403
|
|
||
|
$
|
4,311
|
|
|
$
|
4,311
|
|
Amortizing intangible assets
|
|
|
|
||||
Favorable leases and other contractual assets (a)
|
$
|
5
|
|
|
$
|
136
|
|
Tradenames
|
43
|
|
|
43
|
|
||
|
48
|
|
|
179
|
|
||
Accumulated amortization
|
|
|
|
||||
Favorable leases and other contractual assets (a)
|
(1
|
)
|
|
(95
|
)
|
||
Tradenames
|
(11
|
)
|
|
(9
|
)
|
||
|
(12
|
)
|
|
(104
|
)
|
||
|
$
|
36
|
|
|
$
|
75
|
|
|
|
|
|
||||
Capitalized software
|
|
|
|
||||
Gross balance
|
$
|
1,262
|
|
|
$
|
1,316
|
|
Accumulated amortization
|
(620
|
)
|
|
(646
|
)
|
||
|
$
|
642
|
|
|
$
|
670
|
|
|
Amortizing intangible assets
|
|
Capitalized Software
|
||||
|
(millions)
|
||||||
Fiscal year
|
|
|
|
||||
2020
|
$
|
2
|
|
|
$
|
253
|
|
2021
|
2
|
|
|
185
|
|
||
2022
|
2
|
|
|
103
|
|
||
2023
|
2
|
|
|
34
|
|
||
2024
|
2
|
|
|
1
|
|
|
6.
|
Financing
|
|
February 1,
2020 |
|
February 2,
2019 |
||||
|
(millions)
|
||||||
Short-term debt:
|
|
|
|
||||
8.5% Senior debentures due 2019
|
$
|
—
|
|
|
$
|
36
|
|
3.45% Senior notes due 2021
|
500
|
|
|
—
|
|
||
10.25% Senior debentures due 2021
|
33
|
|
|
—
|
|
||
Capital lease and current portion of other long-term obligations (a)
|
6
|
|
|
7
|
|
||
|
$
|
539
|
|
|
$
|
43
|
|
Long-term debt:
|
|
|
|
||||
2.875% Senior notes due 2023
|
$
|
640
|
|
|
$
|
750
|
|
3.875% Senior notes due 2022
|
450
|
|
|
550
|
|
||
4.5% Senior notes due 2034
|
367
|
|
|
367
|
|
||
3.45% Senior notes due 2021
|
—
|
|
|
500
|
|
||
3.625% Senior notes due 2024
|
500
|
|
|
500
|
|
||
4.375% Senior notes due 2023
|
210
|
|
|
400
|
|
||
5.125% Senior debentures due 2042
|
250
|
|
|
250
|
|
||
4.3% Senior notes due 2043
|
250
|
|
|
250
|
|
||
6.7% Senior debentures due 2034
|
201
|
|
|
201
|
|
||
6.9% Senior debentures due 2029
|
79
|
|
|
192
|
|
||
6.375% Senior notes due 2037
|
192
|
|
|
192
|
|
||
6.65% Senior debentures due 2024
|
122
|
|
|
122
|
|
||
7.0% Senior debentures due 2028
|
105
|
|
|
117
|
|
||
6.7% Senior debentures due 2028
|
103
|
|
|
103
|
|
||
6.79% Senior debentures due 2027
|
71
|
|
|
71
|
|
||
6.9% Senior debentures due 2032
|
17
|
|
|
17
|
|
||
10.25% Senior debentures due 2021
|
—
|
|
|
33
|
|
||
7.6% Senior debentures due 2025
|
24
|
|
|
24
|
|
||
8.75% Senior debentures due 2029
|
13
|
|
|
13
|
|
||
7.875% Senior debentures due 2030
|
10
|
|
|
10
|
|
||
9.5% amortizing debentures due 2021
|
2
|
|
|
6
|
|
||
9.75% amortizing debentures due 2021
|
1
|
|
|
3
|
|
||
Unamortized debt issue costs
|
(13
|
)
|
|
(18
|
)
|
||
Unamortized debt discount
|
(7
|
)
|
|
(9
|
)
|
||
Premium on acquired debt, using an effective
interest yield of 5.542% to 7.144% |
34
|
|
|
39
|
|
||
Capital lease and other long-term obligations (a)
|
—
|
|
|
25
|
|
||
|
$
|
3,621
|
|
|
$
|
4,708
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(millions)
|
||||||||||
Interest on debt
|
$
|
211
|
|
|
$
|
269
|
|
|
$
|
332
|
|
Amortization of debt premium
|
(5
|
)
|
|
(7
|
)
|
|
(9
|
)
|
|||
Amortization of financing costs and debt discount
|
6
|
|
|
7
|
|
|
7
|
|
|||
Interest on capitalized leases
|
2
|
|
|
2
|
|
|
2
|
|
|||
|
214
|
|
|
271
|
|
|
332
|
|
|||
Less interest capitalized on construction
|
9
|
|
|
10
|
|
|
11
|
|
|||
Interest expense
|
$
|
205
|
|
|
$
|
261
|
|
|
$
|
321
|
|
Losses (gains) on early retirement of debt
|
$
|
30
|
|
|
$
|
33
|
|
|
$
|
(10
|
)
|
|
|
(millions)
|
||
Fiscal year
|
|
||
2021
|
$
|
453
|
|
2022
|
—
|
|
|
2023
|
850
|
|
|
2024
|
622
|
|
|
2025
|
24
|
|
|
After 2025
|
1,658
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(millions)
|
||||||||||
6.9% Senior debentures due 2029
|
$
|
113
|
|
|
$
|
204
|
|
|
$
|
3
|
|
4.5% Senior notes due 2034
|
—
|
|
|
183
|
|
|
—
|
|
|||
7.0% Senior debentures due 2028
|
12
|
|
|
182
|
|
|
2
|
|
|||
4.375% Senior notes due 2023
|
190
|
|
|
—
|
|
|
—
|
|
|||
3.875% Senior notes due 2022
|
100
|
|
|
—
|
|
|
—
|
|
|||
2.875% Senior notes due 2023
|
110
|
|
|
—
|
|
|
—
|
|
|||
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
|
|
|||
8.5% Senior debentures due 2019
|
36
|
|
|
—
|
|
|
—
|
|
|||
9.5% amortizing debentures due 2021
|
4
|
|
|
4
|
|
|
4
|
|
|||
9.75% amortizing debentures due 2021
|
2
|
|
|
2
|
|
|
2
|
|
|||
Capital leases and other obligations (a)
|
—
|
|
|
1
|
|
|
1
|
|
|||
|
$
|
567
|
|
|
$
|
1,101
|
|
|
$
|
954
|
|
|
|
7.
|
Accounts Payable and Accrued Liabilities
|
|
February 1,
2020 |
|
February 2,
2019 |
||||
|
(millions)
|
||||||
Accounts payable
|
$
|
977
|
|
|
$
|
983
|
|
Gift cards and customer rewards
|
839
|
|
|
856
|
|
||
Lease related liabilities (a)
|
399
|
|
|
180
|
|
||
Allowance for future sales returns
|
213
|
|
|
269
|
|
||
Accrued wages and vacation
|
194
|
|
|
268
|
|
||
Current portion of post employment and postretirement benefits
|
180
|
|
|
194
|
|
||
Taxes other than income taxes
|
145
|
|
|
134
|
|
||
Current portion of workers’ compensation and general liability reserves
|
105
|
|
|
112
|
|
||
Restructuring accruals, including severance
|
113
|
|
|
67
|
|
||
Accrued interest
|
41
|
|
|
51
|
|
||
Deferred real estate gains
|
—
|
|
|
23
|
|
||
Other
|
242
|
|
|
229
|
|
||
|
$
|
3,448
|
|
|
$
|
3,366
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(millions)
|
||||||||||
Balance, beginning of year
|
$
|
487
|
|
|
$
|
497
|
|
|
$
|
503
|
|
Charged to costs and expenses
|
120
|
|
|
130
|
|
|
144
|
|
|||
Payments, net of recoveries
|
(145
|
)
|
|
(140
|
)
|
|
(150
|
)
|
|||
Balance, end of year
|
$
|
462
|
|
|
$
|
487
|
|
|
$
|
497
|
|
|
8.
|
Taxes
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||||
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||||||||||
Federal
|
$
|
137
|
|
|
$
|
4
|
|
|
$
|
141
|
|
|
$
|
156
|
|
|
$
|
79
|
|
|
$
|
235
|
|
|
$
|
367
|
|
|
$
|
(462
|
)
|
|
$
|
(95
|
)
|
State and local
|
33
|
|
|
(10
|
)
|
|
23
|
|
|
54
|
|
|
33
|
|
|
87
|
|
|
15
|
|
|
41
|
|
|
56
|
|
|||||||||
|
$
|
170
|
|
|
$
|
(6
|
)
|
|
$
|
164
|
|
|
$
|
210
|
|
|
$
|
112
|
|
|
$
|
322
|
|
|
$
|
382
|
|
|
$
|
(421
|
)
|
|
$
|
(39
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(millions)
|
||||||||||
Expected tax
|
$
|
153
|
|
|
$
|
300
|
|
|
$
|
515
|
|
State and local income taxes, net of federal income tax benefit (a)
|
13
|
|
|
59
|
|
|
19
|
|
|||
Federal tax reform deferred tax remeasurement
|
—
|
|
|
(17
|
)
|
|
(584
|
)
|
|||
Tax impact of equity awards (a)
|
1
|
|
|
—
|
|
|
14
|
|
|||
Federal tax credits
|
(3
|
)
|
|
(16
|
)
|
|
(16
|
)
|
|||
Change in valuation allowance
|
5
|
|
|
10
|
|
|
18
|
|
|||
Other
|
(5
|
)
|
|
(14
|
)
|
|
(5
|
)
|
|||
|
$
|
164
|
|
|
$
|
322
|
|
|
$
|
(39
|
)
|
|
|
February 1,
2020 |
|
February 2,
2019 |
||||
|
(millions)
|
||||||
Deferred tax assets
|
|
|
|
||||
Post employment and postretirement benefits
|
$
|
210
|
|
|
$
|
208
|
|
Accrued liabilities accounted for on a cash basis for tax purposes
|
165
|
|
|
222
|
|
||
Lease liabilities
|
864
|
|
|
—
|
|
||
Unrecognized state tax benefits and accrued interest
|
40
|
|
|
39
|
|
||
State operating loss and credit carryforwards
|
102
|
|
|
103
|
|
||
Other
|
110
|
|
|
172
|
|
||
Valuation allowance
|
(80
|
)
|
|
(75
|
)
|
||
Total deferred tax assets
|
1,411
|
|
|
669
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Excess of book basis over tax basis of property and equipment
|
(988
|
)
|
|
(987
|
)
|
||
Right of use assets
|
(707
|
)
|
|
—
|
|
||
Merchandise inventories
|
(365
|
)
|
|
(398
|
)
|
||
Intangible assets
|
(309
|
)
|
|
(308
|
)
|
||
Other
|
(211
|
)
|
|
(214
|
)
|
||
Total deferred tax liabilities
|
(2,580
|
)
|
|
(1,907
|
)
|
||
Net deferred tax liability
|
$
|
(1,169
|
)
|
|
$
|
(1,238
|
)
|
|
February 1,
2020 |
|
February 2,
2019 |
|
February 3,
2018 |
||||||
|
(millions)
|
||||||||||
Balance, beginning of year
|
$
|
149
|
|
|
$
|
140
|
|
|
$
|
167
|
|
Additions based on tax positions related to the current year
|
18
|
|
|
17
|
|
|
7
|
|
|||
Additions for tax positions of prior years
|
11
|
|
|
13
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
(20
|
)
|
|
(12
|
)
|
|
(23
|
)
|
|||
Settlements
|
(16
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Statute expirations
|
(9
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|||
Balance, end of year
|
$
|
133
|
|
|
$
|
149
|
|
|
$
|
140
|
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
||||||
Current income taxes
|
$
|
12
|
|
|
$
|
28
|
|
|
$
|
11
|
|
Deferred income taxes
|
4
|
|
|
4
|
|
|
4
|
|
|||
Other liabilities (a)
|
117
|
|
|
117
|
|
|
125
|
|
|||
|
$
|
133
|
|
|
$
|
149
|
|
|
$
|
140
|
|
|
|
February 1,
2020 |
|
February 2,
2019 |
|
||||
|
(millions)
|
|||||||
Amount of unrecognized tax benefits, net of deferred tax assets, that if recognized would affect the effective tax rate
|
$
|
106
|
|
|
$
|
120
|
|
|
Accrued federal, state and local interest and penalties
|
60
|
|
|
56
|
|
|
||
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
||||
Current income taxes
|
4
|
|
|
28
|
|
|
||
Other liabilities
|
56
|
|
|
28
|
|
|
|
9.
|
Retirement Plans
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(millions)
|
||||||||||
401(k) Qualified Defined Contribution Plan
|
$
|
96
|
|
|
$
|
96
|
|
|
$
|
93
|
|
Non-Qualified Defined Contribution Plan
|
2
|
|
|
1
|
|
|
1
|
|
|||
Pension Plan
|
(54
|
)
|
|
(64
|
)
|
|
(82
|
)
|
|||
Supplementary Retirement Plan
|
30
|
|
|
31
|
|
|
31
|
|
|||
|
$
|
74
|
|
|
$
|
64
|
|
|
$
|
43
|
|
|
|
2019
|
|
2018
|
||||
|
(millions)
|
||||||
Change in projected benefit obligation
|
|
|
|
||||
Projected benefit obligation, beginning of year
|
$
|
3,011
|
|
|
$
|
3,271
|
|
Service cost
|
5
|
|
|
5
|
|
||
Interest cost
|
103
|
|
|
109
|
|
||
Actuarial (gain) loss
|
463
|
|
|
(27
|
)
|
||
Benefits paid
|
(261
|
)
|
|
(347
|
)
|
||
Projected benefit obligation, end of year
|
3,321
|
|
|
3,011
|
|
||
Changes in plan assets
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
3,018
|
|
|
3,409
|
|
||
Actual return on plan assets
|
602
|
|
|
(44
|
)
|
||
Company contributions
|
—
|
|
|
—
|
|
||
Benefits paid
|
(261
|
)
|
|
(347
|
)
|
||
Fair value of plan assets, end of year
|
3,359
|
|
|
3,018
|
|
||
Funded status at end of year
|
$
|
38
|
|
|
$
|
7
|
|
Amounts recognized in the Consolidated Balance Sheets at
February 1, 2020 and February 2, 2019 |
|
|
|
||||
Other assets
|
$
|
38
|
|
|
$
|
7
|
|
|
|
|
|
||||
Amounts recognized in accumulated other comprehensive loss at
February 1, 2020 and February 2, 2019 |
|
|
|
||||
Net actuarial loss
|
$
|
1,086
|
|
|
$
|
1,109
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(millions)
|
||||||||||
Net Periodic Pension Cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
6
|
|
Interest cost
|
103
|
|
|
109
|
|
|
104
|
|
|||
Expected return on assets
|
(191
|
)
|
|
(206
|
)
|
|
(223
|
)
|
|||
Amortization of net actuarial loss
|
29
|
|
|
28
|
|
|
31
|
|
|||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
(54
|
)
|
|
(64
|
)
|
|
(82
|
)
|
|||
|
|
|
|
|
|
||||||
Settlement charges
|
45
|
|
|
78
|
|
|
89
|
|
|||
|
|
|
|
|
|
||||||
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss |
|
|
|
|
|
||||||
Net actuarial (gain) loss
|
51
|
|
|
223
|
|
|
(120
|
)
|
|||
Amortization of net actuarial loss
|
(29
|
)
|
|
(28
|
)
|
|
(31
|
)
|
|||
Settlement charges
|
(45
|
)
|
|
(78
|
)
|
|
(89
|
)
|
|||
|
(23
|
)
|
|
117
|
|
|
(240
|
)
|
|||
Total recognized
|
$
|
(32
|
)
|
|
$
|
131
|
|
|
$
|
(233
|
)
|
|
2019
|
|
2018
|
||
Discount rate
|
2.83
|
%
|
|
4.03
|
%
|
Rate of compensation increases
|
3.25
|
%
|
|
4.00
|
%
|
|
2019
|
|
2018
|
|
2017
|
|||
Discount rate used to measure service cost
|
4.09
|
%
|
|
3.77% - 4.46%
|
|
|
3.75% - 4.06%
|
|
Discount rate used to measure interest cost
|
3.67
|
%
|
|
3.39% - 4.06%
|
|
|
3.12% - 3.31%
|
|
Expected long-term return on plan assets
|
6.50
|
%
|
|
6.75
|
%
|
|
7.00
|
%
|
Rate of compensation increases
|
4.00
|
%
|
|
4.00
|
%
|
|
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)
|
||||||||||||||
Money market funds
|
$
|
37
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. stocks
|
122
|
|
|
122
|
|
|
—
|
|
|
—
|
|
||||
U.S. pooled funds
|
474
|
|
|
474
|
|
|
—
|
|
|
—
|
|
||||
International pooled funds (a)
|
357
|
|
|
82
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury bonds
|
58
|
|
|
—
|
|
|
58
|
|
|
—
|
|
||||
Other Government bonds
|
61
|
|
|
—
|
|
|
61
|
|
|
—
|
|
||||
Agency backed bonds
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Corporate bonds
|
615
|
|
|
—
|
|
|
615
|
|
|
—
|
|
||||
Mortgage-backed securities
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
||||
Asset-backed securities
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
||||
Pooled funds
|
1,442
|
|
|
1,442
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Real estate (a)
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Private equity (a)
|
167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivatives in a positive position
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Derivatives in a negative position
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
||||
Total
|
$
|
3,414
|
|
|
$
|
2,157
|
|
|
$
|
778
|
|
|
$
|
—
|
|
|
|
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
|
|
|
$
|
—
|
|
|
|
(millions)
|
||
Fiscal year
|
|
||
2020
|
$
|
325
|
|
2021
|
274
|
|
|
2022
|
259
|
|
|
2023
|
250
|
|
|
2024
|
234
|
|
|
2025-2029
|
1,010
|
|
|
|
2019
|
|
2018
|
||||
|
(millions)
|
||||||
Change in projected benefit obligation
|
|
|
|
||||
Projected benefit obligation, beginning of year
|
$
|
644
|
|
|
$
|
703
|
|
Service cost
|
—
|
|
|
—
|
|
||
Interest cost
|
21
|
|
|
23
|
|
||
Actuarial (gain) loss
|
87
|
|
|
(9
|
)
|
||
Benefits paid
|
(71
|
)
|
|
(73
|
)
|
||
Projected benefit obligation, end of year
|
681
|
|
|
644
|
|
||
Change in plan assets
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
—
|
|
|
—
|
|
||
Company contributions
|
71
|
|
|
73
|
|
||
Benefits paid
|
(71
|
)
|
|
(73
|
)
|
||
Fair value of plan assets, end of year
|
—
|
|
|
—
|
|
||
Funded status at end of year
|
$
|
(681
|
)
|
|
$
|
(644
|
)
|
Amounts recognized in the Consolidated Balance Sheets at
February 1, 2020 and February 2, 2019 |
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
(55
|
)
|
|
$
|
(68
|
)
|
Other liabilities
|
(626
|
)
|
|
(576
|
)
|
||
|
$
|
(681
|
)
|
|
$
|
(644
|
)
|
Amounts recognized in accumulated other comprehensive loss at
February 1, 2020 and February 2, 2019 |
|
|
|
||||
Net actuarial loss
|
$
|
283
|
|
|
$
|
218
|
|
Prior service cost
|
6
|
|
|
6
|
|
||
|
$
|
289
|
|
|
$
|
224
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(millions)
|
||||||||||
Net Periodic Pension Cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
21
|
|
|
23
|
|
|
22
|
|
|||
Amortization of net actuarial loss
|
9
|
|
|
7
|
|
|
8
|
|
|||
Amortization of prior service cost
|
—
|
|
|
1
|
|
|
1
|
|
|||
|
30
|
|
|
31
|
|
|
31
|
|
|||
|
|
|
|
|
|
||||||
Settlement charges
|
13
|
|
|
10
|
|
|
16
|
|
|||
|
|
|
|
|
|
||||||
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss |
|
|
|
|
|
||||||
Net actuarial loss (gain)
|
87
|
|
|
(9
|
)
|
|
20
|
|
|||
Amortization of net actuarial loss
|
(9
|
)
|
|
(7
|
)
|
|
(8
|
)
|
|||
Amortization of prior service cost
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Settlement charges
|
(13
|
)
|
|
(10
|
)
|
|
(16
|
)
|
|||
|
65
|
|
|
(27
|
)
|
|
(5
|
)
|
|||
Total recognized
|
$
|
108
|
|
|
$
|
14
|
|
|
$
|
42
|
|
|
2019
|
|
2018
|
||
Discount rate
|
2.89
|
%
|
|
4.10
|
%
|
|
2019
|
|
2018
|
|
2017
|
Discount rate used to measure interest cost
|
2.65% - 3.69%
|
|
3.39% - 4.09%
|
|
3.10% - 3.26%
|
|
|
(millions)
|
||
Fiscal year
|
|
||
2020
|
$
|
55
|
|
2021
|
50
|
|
|
2022
|
47
|
|
|
2023
|
46
|
|
|
2024
|
45
|
|
|
2025-2029
|
203
|
|
|
10.
|
Postretirement Health Care and Life Insurance Benefits
|
|
2019
|
|
2018
|
||||
|
(millions)
|
||||||
Change in accumulated postretirement benefit obligation
|
|
|
|
||||
Accumulated postretirement benefit obligation, beginning of year
|
$
|
137
|
|
|
$
|
156
|
|
Service cost
|
—
|
|
|
—
|
|
||
Interest cost
|
5
|
|
|
5
|
|
||
Actuarial loss (gain)
|
5
|
|
|
(11
|
)
|
||
Medicare Part D subsidy
|
—
|
|
|
—
|
|
||
Benefits paid
|
(14
|
)
|
|
(13
|
)
|
||
Accumulated postretirement benefit obligation, end of year
|
133
|
|
|
137
|
|
||
Change in plan assets
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
—
|
|
|
—
|
|
||
Company contributions
|
14
|
|
|
13
|
|
||
Benefits paid
|
(14
|
)
|
|
(13
|
)
|
||
Fair value of plan assets, end of year
|
—
|
|
|
—
|
|
||
Funded status at end of year
|
$
|
(133
|
)
|
|
$
|
(137
|
)
|
Amounts recognized in the Consolidated Balance Sheets at
February 1, 2020 and February 2, 2019 |
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
(14
|
)
|
|
$
|
(15
|
)
|
Other liabilities
|
(119
|
)
|
|
(122
|
)
|
||
|
$
|
(133
|
)
|
|
$
|
(137
|
)
|
Amounts recognized in accumulated other comprehensive loss at
February 1, 2020 and February 2, 2019 |
|
|
|
||||
Net actuarial gain
|
$
|
(30
|
)
|
|
$
|
(41
|
)
|
Prior service credit
|
(8
|
)
|
|
(9
|
)
|
||
|
$
|
(38
|
)
|
|
$
|
(50
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(millions)
|
||||||||||
Net Periodic Postretirement Benefit Cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
5
|
|
|
5
|
|
|
5
|
|
|||
Amortization of net actuarial gain
|
(6
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|||
Amortization of prior service credit
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss |
|
|
|
|
|
||||||
Net actuarial loss (gain)
|
5
|
|
|
(11
|
)
|
|
(9
|
)
|
|||
Amortization of net actuarial gain
|
6
|
|
|
5
|
|
|
5
|
|
|||
Amortization of prior service credit
|
1
|
|
|
1
|
|
|
—
|
|
|||
Prior service credit
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||
|
12
|
|
|
(5
|
)
|
|
(14
|
)
|
|||
Total recognized
|
$
|
10
|
|
|
$
|
(6
|
)
|
|
$
|
(14
|
)
|
|
2019
|
|
2018
|
||
Discount rate
|
2.81
|
%
|
|
4.02
|
%
|
|
2019
|
|
2018
|
|
2017
|
|||
Discount rate used to measure interest cost
|
3.57
|
%
|
|
3.28
|
%
|
|
3.17
|
%
|
|
|
2019
|
|
2018
|
Health care cost trend rates assumed for next year
|
5.25% - 8.63%
|
|
5.38% - 9.31%
|
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
|
|
|
|
||||
2020
|
$
|
14
|
|
|
$
|
—
|
|
2021
|
13
|
|
|
—
|
|
||
2022
|
12
|
|
|
—
|
|
||
2023
|
11
|
|
|
—
|
|
||
2024
|
10
|
|
|
—
|
|
||
2025-2029
|
41
|
|
|
1
|
|
|
11.
|
Stock-Based Compensation
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(millions)
|
||||||||||
Stock options
|
$
|
15
|
|
|
$
|
24
|
|
|
$
|
34
|
|
Restricted stock units
|
23
|
|
|
39
|
|
|
24
|
|
|||
|
$
|
38
|
|
|
$
|
63
|
|
|
$
|
58
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted average grant date fair value of stock options
granted during the period |
$
|
5.11
|
|
|
$
|
7.43
|
|
|
$
|
5.84
|
|
Dividend yield
|
6.3
|
%
|
|
5.2
|
%
|
|
6.2
|
%
|
|||
Expected volatility
|
40.6
|
%
|
|
41.1
|
%
|
|
41.8
|
%
|
|||
Risk-free interest rate
|
2.4
|
%
|
|
2.7
|
%
|
|
1.9
|
%
|
|||
Expected life
|
5.5 years
|
|
|
5.6 years
|
|
|
5.7 years
|
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(thousands)
|
|
|
|
(years)
|
|
(millions)
|
|||||
Outstanding, beginning of period
|
18,893
|
|
|
$
|
39.73
|
|
|
|
|
|
||
Granted
|
1,994
|
|
|
23.94
|
|
|
|
|
|
|||
Canceled or forfeited
|
(1,731
|
)
|
|
32.73
|
|
|
|
|
|
|||
Exercised
|
(657
|
)
|
|
9.08
|
|
|
|
|
|
|||
Outstanding, end of period
|
18,499
|
|
|
$
|
39.77
|
|
|
|
|
|
||
Exercisable, end of period
|
14,258
|
|
|
$
|
42.97
|
|
|
4.2
|
|
$
|
—
|
|
Options expected to vest
|
3,133
|
|
|
$
|
29.20
|
|
|
7.9
|
|
$
|
—
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(millions)
|
||||||||||
Intrinsic value of options exercised
|
$
|
10
|
|
|
$
|
27
|
|
|
$
|
3
|
|
Cash received from stock options exercised
|
6
|
|
|
45
|
|
|
6
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Restricted stock units (performance-based)
|
$
|
24.28
|
|
|
$
|
30.64
|
|
|
$
|
27.16
|
|
Restricted stock units (time-based)
|
17.81
|
|
|
25.57
|
|
|
20.75
|
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
|
(thousands)
|
|
|
|||
Nonvested, beginning of period
|
4,143
|
|
|
$
|
26.33
|
|
Granted – performance-based
|
861
|
|
|
24.28
|
|
|
Performance adjustment
|
(26
|
)
|
|
28.17
|
|
|
Granted – time-based
|
1,443
|
|
|
17.81
|
|
|
Forfeited
|
(909
|
)
|
|
23.88
|
|
|
Vested
|
(765
|
)
|
|
29.19
|
|
|
Nonvested, end of period
|
4,747
|
|
|
$
|
23.37
|
|
|
12.
|
Shareholders’ Equity
|
|
|
|
|
Treasury Stock
|
|
|
|||||||||
|
Common
Stock
Issued
|
|
Deferred
Compensation
Plans
|
|
Other
|
|
Total
|
|
Common
Stock
Outstanding
|
|||||
|
|
|
|
|
(thousands)
|
|
|
|
|
|||||
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
|
|
|
|
|
(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
|
|
|
|
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
||
Deferred compensation plan distributions
|
|
|
111
|
|
|
|
|
111
|
|
|
111
|
|
||
Balance at February 2, 2019
|
333,606
|
|
|
(941
|
)
|
|
(25,145
|
)
|
|
(26,086
|
)
|
|
307,520
|
|
Stock issued under stock plans
|
|
|
(130
|
)
|
|
1,510
|
|
|
1,380
|
|
|
1,380
|
|
|
Stock repurchases
|
|
|
|
|
(38
|
)
|
|
(38
|
)
|
|
(38
|
)
|
||
Deferred compensation plan distributions
|
|
|
169
|
|
|
|
|
169
|
|
|
169
|
|
||
Balance at February 1, 2020
|
333,606
|
|
|
(902
|
)
|
|
(23,673
|
)
|
|
(24,575
|
)
|
|
309,031
|
|
|
13.
|
Fair Value Measurements and Concentrations of Credit Risk
|
|
February 1, 2020
|
|
February 2, 2019
|
||||||||||||||||||||||||||||
|
|
|
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 |
$
|
132
|
|
|
$
|
34
|
|
|
$
|
98
|
|
|
$
|
—
|
|
|
$
|
101
|
|
|
$
|
27
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
February 1, 2020
|
|
February 2, 2019
|
||||||||||||||||||||
|
Notional
Amount
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
Long-term debt
|
$
|
3,607
|
|
|
$
|
3,621
|
|
|
$
|
3,702
|
|
|
$
|
4,671
|
|
|
$
|
4,683
|
|
|
$
|
4,407
|
|
|
February 1, 2020
|
|
February 2, 2019
|
||||||||||||||||||||||||||||
|
|
|
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
|
$
|
129
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
14.
|
Earnings Per Share Attributable to Macy's, Inc. Shareholders
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||||||||||
|
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
|
$
|
564
|
|
|
|
|
308.8
|
|
|
$
|
1,108
|
|
|
|
|
306.8
|
|
|
$
|
1,566
|
|
|
|
|
304.5
|
|
||||||
Shares to be issued under deferred compensation
and other plans |
—
|
|
|
|
|
0.9
|
|
|
—
|
|
|
|
|
0.9
|
|
|
—
|
|
|
|
|
0.9
|
|
|||||||||
|
$
|
564
|
|
|
|
|
309.7
|
|
|
$
|
1,108
|
|
|
|
|
307.7
|
|
|
$
|
1,566
|
|
|
|
|
305.4
|
|
||||||
Basic earnings per share attributable to Macy's, Inc. shareholders
|
|
|
$
|
1.82
|
|
|
|
|
|
|
$
|
3.60
|
|
|
|
|
|
|
$
|
5.13
|
|
|
|
|||||||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Stock options and restricted
stock units |
—
|
|
|
|
|
1.7
|
|
|
—
|
|
|
|
|
3.7
|
|
|
—
|
|
|
|
|
1.4
|
|
|||||||||
|
$
|
564
|
|
|
|
|
311.4
|
|
|
$
|
1,108
|
|
|
|
|
311.4
|
|
|
$
|
1,566
|
|
|
|
|
306.8
|
|
||||||
Diluted earnings per share attributable to Macy's, Inc. shareholders
|
|
|
$
|
1.81
|
|
|
|
|
|
|
$
|
3.56
|
|
|
|
|
|
|
$
|
5.10
|
|
|
|
|
15.
|
Quarterly Results (unaudited)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(millions, except per share data)
|
||||||||||||||
2019:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
5,504
|
|
|
$
|
5,546
|
|
|
$
|
5,173
|
|
|
$
|
8,337
|
|
Credit card revenues, net
|
172
|
|
|
176
|
|
|
183
|
|
|
239
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
(3,403
|
)
|
|
(3,395
|
)
|
|
(3,106
|
)
|
|
(5,266
|
)
|
||||
Selling, general and administrative expenses
|
(2,112
|
)
|
|
(2,177
|
)
|
|
(2,202
|
)
|
|
(2,509
|
)
|
||||
Gains on sale of real estate
|
43
|
|
|
7
|
|
|
17
|
|
|
95
|
|
||||
Restructuring, impairment, store closing and other costs
|
(1
|
)
|
|
(2
|
)
|
|
(13
|
)
|
|
(337
|
)
|
||||
Benefit plan income, net
|
7
|
|
|
8
|
|
|
8
|
|
|
8
|
|
||||
Settlement charges
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(46
|
)
|
||||
Net income attributable to Macy's, Inc. shareholders
|
136
|
|
|
86
|
|
|
2
|
|
|
340
|
|
||||
Basic earnings per share attributable to
Macy's, Inc. shareholders
|
0.44
|
|
|
0.28
|
|
|
0.01
|
|
|
1.10
|
|
||||
Diluted earnings per share attributable to
Macy's, Inc. shareholders
|
0.44
|
|
|
0.28
|
|
|
0.01
|
|
|
1.09
|
|
||||
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
16.
|
Condensed Consolidating Financial Information
|
|
|
Parent
|
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
9,477
|
|
|
$
|
20,831
|
|
|
$
|
(5,748
|
)
|
|
$
|
24,560
|
|
Credit card revenues (expense), net
|
—
|
|
|
(7
|
)
|
|
778
|
|
|
—
|
|
|
771
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
(5,834
|
)
|
|
(15,085
|
)
|
|
5,748
|
|
|
(15,171
|
)
|
|||||
Selling, general and administrative expenses
|
2
|
|
|
(3,490
|
)
|
|
(5,510
|
)
|
|
—
|
|
|
(8,998
|
)
|
|||||
Gains on sale of real estate
|
—
|
|
|
37
|
|
|
125
|
|
|
—
|
|
|
162
|
|
|||||
Restructuring, impairment, store closing and other costs
|
—
|
|
|
(108
|
)
|
|
(246
|
)
|
|
—
|
|
|
(354
|
)
|
|||||
Operating income
|
2
|
|
|
75
|
|
|
893
|
|
|
—
|
|
|
970
|
|
|||||
Benefit plan income, net
|
—
|
|
|
12
|
|
|
19
|
|
|
—
|
|
|
31
|
|
|||||
Settlement charges
|
—
|
|
|
(22
|
)
|
|
(36
|
)
|
|
—
|
|
|
(58
|
)
|
|||||
Interest (expense) income, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
15
|
|
|
(204
|
)
|
|
4
|
|
|
—
|
|
|
(185
|
)
|
|||||
Intercompany
|
—
|
|
|
(72
|
)
|
|
72
|
|
|
—
|
|
|
—
|
|
|||||
Losses on early retirement of debt
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||||
Equity in earnings (loss) of subsidiaries
|
547
|
|
|
(266
|
)
|
|
—
|
|
|
(281
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
564
|
|
|
(507
|
)
|
|
952
|
|
|
(281
|
)
|
|
728
|
|
|||||
Federal, state and local income
tax benefit (expense) |
—
|
|
|
33
|
|
|
(197
|
)
|
|
—
|
|
|
(164
|
)
|
|||||
Net income (loss)
|
564
|
|
|
(474
|
)
|
|
755
|
|
|
(281
|
)
|
|
564
|
|
|||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to
Macy's, Inc. shareholders
|
$
|
564
|
|
|
$
|
(474
|
)
|
|
$
|
755
|
|
|
$
|
(281
|
)
|
|
$
|
564
|
|
Comprehensive income (loss)
|
$
|
524
|
|
|
$
|
(512
|
)
|
|
$
|
731
|
|
|
$
|
(219
|
)
|
|
$
|
524
|
|
Comprehensive loss attributable to
noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Comprehensive income (loss) attributable to
Macy's, Inc. shareholders
|
$
|
524
|
|
|
$
|
(512
|
)
|
|
$
|
731
|
|
|
$
|
(219
|
)
|
|
$
|
524
|
|
|
|
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
|
||||||||||
ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
413
|
|
|
$
|
59
|
|
|
$
|
213
|
|
|
$
|
—
|
|
|
$
|
685
|
|
Receivables
|
—
|
|
|
83
|
|
|
326
|
|
|
—
|
|
|
409
|
|
|||||
Merchandise inventories
|
—
|
|
|
2,239
|
|
|
2,949
|
|
|
—
|
|
|
5,188
|
|
|||||
Prepaid expenses and other current assets
|
—
|
|
|
118
|
|
|
410
|
|
|
—
|
|
|
528
|
|
|||||
Total Current Assets
|
413
|
|
|
2,499
|
|
|
3,898
|
|
|
—
|
|
|
6,810
|
|
|||||
Property and Equipment – net
|
—
|
|
|
3,103
|
|
|
3,530
|
|
|
—
|
|
|
6,633
|
|
|||||
Right of Use Assets
|
—
|
|
|
611
|
|
|
2,057
|
|
|
—
|
|
|
2,668
|
|
|||||
Goodwill
|
—
|
|
|
3,326
|
|
|
582
|
|
|
—
|
|
|
3,908
|
|
|||||
Other Intangible Assets – net
|
—
|
|
|
4
|
|
|
435
|
|
|
—
|
|
|
439
|
|
|||||
Other Assets
|
—
|
|
|
37
|
|
|
677
|
|
|
—
|
|
|
714
|
|
|||||
Deferred Income Taxes
|
12
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|||||
Intercompany Receivable
|
2,675
|
|
|
—
|
|
|
1,128
|
|
|
(3,803
|
)
|
|
—
|
|
|||||
Investment in Subsidiaries
|
3,433
|
|
|
2,796
|
|
|
—
|
|
|
(6,229
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
6,533
|
|
|
$
|
12,376
|
|
|
$
|
12,307
|
|
|
$
|
(10,044
|
)
|
|
$
|
21,172
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt
|
$
|
—
|
|
|
$
|
539
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
539
|
|
Merchandise accounts payable
|
—
|
|
|
702
|
|
|
980
|
|
|
—
|
|
|
1,682
|
|
|||||
Accounts payable and accrued liabilities
|
126
|
|
|
909
|
|
|
2,413
|
|
|
—
|
|
|
3,448
|
|
|||||
Income taxes
|
5
|
|
|
11
|
|
|
65
|
|
|
—
|
|
|
81
|
|
|||||
Total Current Liabilities
|
131
|
|
|
2,161
|
|
|
3,458
|
|
|
—
|
|
|
5,750
|
|
|||||
Long-Term Debt
|
—
|
|
|
3,621
|
|
|
—
|
|
|
—
|
|
|
3,621
|
|
|||||
Long-Term Lease Liabilities
|
—
|
|
|
543
|
|
|
2,375
|
|
|
—
|
|
|
2,918
|
|
|||||
Intercompany Payable
|
—
|
|
|
3,803
|
|
|
—
|
|
|
(3,803
|
)
|
|
—
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
595
|
|
|
586
|
|
|
(12
|
)
|
|
1,169
|
|
|||||
Other Liabilities
|
25
|
|
|
414
|
|
|
898
|
|
|
—
|
|
|
1,337
|
|
|||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Macy's, Inc.
|
6,377
|
|
|
1,239
|
|
|
4,990
|
|
|
(6,229
|
)
|
|
6,377
|
|
|||||
Noncontrolling Interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Shareholders’ Equity
|
6,377
|
|
|
1,239
|
|
|
4,990
|
|
|
(6,229
|
)
|
|
6,377
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
6,533
|
|
|
$
|
12,376
|
|
|
$
|
12,307
|
|
|
$
|
(10,044
|
)
|
|
$
|
21,172
|
|
|
|
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
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
564
|
|
|
$
|
(474
|
)
|
|
$
|
755
|
|
|
$
|
(281
|
)
|
|
$
|
564
|
|
Restructuring, impairment, store closing and other costs
|
—
|
|
|
108
|
|
|
246
|
|
|
—
|
|
|
354
|
|
|||||
Settlement charges
|
—
|
|
|
22
|
|
|
36
|
|
|
—
|
|
|
58
|
|
|||||
Gains on sale of real estate
|
—
|
|
|
(37
|
)
|
|
(125
|
)
|
|
—
|
|
|
(162
|
)
|
|||||
Equity in (earnings) loss of subsidiaries
|
(547
|
)
|
|
266
|
|
|
—
|
|
|
281
|
|
|
—
|
|
|||||
Dividends received from subsidiaries
|
936
|
|
|
—
|
|
|
—
|
|
|
(936
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
323
|
|
|
658
|
|
|
—
|
|
|
981
|
|
|||||
Changes in assets, liabilities and other items not separately identified
|
(4
|
)
|
|
(90
|
)
|
|
(93
|
)
|
|
—
|
|
|
(187
|
)
|
|||||
Net cash provided by
operating activities |
949
|
|
|
118
|
|
|
1,477
|
|
|
(936
|
)
|
|
1,608
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment and capitalized software, net
|
—
|
|
|
(198
|
)
|
|
(774
|
)
|
|
—
|
|
|
(972
|
)
|
|||||
Other, net
|
—
|
|
|
(2
|
)
|
|
(28
|
)
|
|
—
|
|
|
(30
|
)
|
|||||
Net cash used by investing activities
|
—
|
|
|
(200
|
)
|
|
(802
|
)
|
|
—
|
|
|
(1,002
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt repaid, including debt issuance costs
|
—
|
|
|
(598
|
)
|
|
(2
|
)
|
|
—
|
|
|
(600
|
)
|
|||||
Dividends paid
|
(466
|
)
|
|
—
|
|
|
(936
|
)
|
|
936
|
|
|
(466
|
)
|
|||||
Issuance of common stock, net of common stock acquired
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Intercompany activity, net
|
(915
|
)
|
|
687
|
|
|
228
|
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
(49
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|
—
|
|
|
(62
|
)
|
|||||
Net cash provided (used) by
financing activities |
(1,425
|
)
|
|
82
|
|
|
(716
|
)
|
|
936
|
|
|
(1,123
|
)
|
|||||
Net decrease in cash, cash equivalents and restricted cash
|
(476
|
)
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
(517
|
)
|
|||||
Cash, cash equivalents and restricted cash at
beginning of period |
889
|
|
|
64
|
|
|
295
|
|
|
—
|
|
|
1,248
|
|
|||||
Cash, cash equivalents and restricted cash at
end of period |
$
|
413
|
|
|
$
|
64
|
|
|
$
|
254
|
|
|
$
|
—
|
|
|
$
|
731
|
|
|
|
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
|
)
|
|||||
Issuance of common stock, net of common stock acquired
|
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
|
|
|
17.
|
Subsequent Events
|
•
|
prior to that time, either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder is approved by the board of directors of the corporation;
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of the corporation, excluding for this purpose shares owned by persons who are directors and also officers of the corporation and by specified employee benefit plans; or
|
•
|
at or after such time the business combination is approved by the board of directors of the corporation and by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
|
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, LLC
|
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 34th Street Insurance Company New York
|
New York
|
|
|
|
|
|
|
/s/ David P. Abney
|
|
/s/ Francis S. Blake
|
|
/s/ Torrence N. Boone
|
David P. Abney
|
|
Francis S. Blake
|
|
Torrence N. Boone
|
|
|
|
|
|
/s/ John A. Bryant
|
|
/s/ Deirdre P. Connelly
|
|
/s/ Jeff Gennette
|
John A. Bryant
|
|
Deirdre P. Connelly
|
|
Jeff Gennette
|
|
|
|
|
|
/s/ Leslie D. Hale
|
|
/s/ William H. Lenehan
|
|
/s/ Sara Levinson
|
Leslie D. Hale
|
|
William H. Lenehan
|
|
Sara Levinson
|
|
|
|
|
|
/s/ Paula A. Price
|
|
/s/ Joyce M. Roché
|
|
/s/ Paul C. Varga
|
Paula A. Price
|
|
Joyce M. Roché
|
|
Paul C. Varga
|
|
|
|
|
|
/s/ Marna C. Whittington
|
|
/s/ Felicia Williams
|
|
|
Marna C. Whittington
|
|
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.
|
||
|
|
|
|
||
|
|
|
|||
|
|
|
|||
March 30, 2020
|
/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.
|
||
|
|
|
|
||
|
|
|
|||
|
|
|
|||
March 30, 2020
|
/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 1, 2020, 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: March 30, 2020
|
|||
|
|||
|
/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 1, 2020, 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: March 30, 2020
|
|||
|
|||
|
|
||
|
/s/ Paula A. Price
|
||
|
Name: Paula A. Price
|
||
|
Title: Chief Financial Officer
|