UNITED STATES
  
 
 

  

  
SECURITIES AND EXCHANGE COMMISSION
  
 
 

  

  
Washington, D.C.� 20549
  
 
 

  

  
�

  
 
 

  

  
FORM 8-K
  
 
 

  

  
�
  
 
 

  

  
CURRENT REPORT
  
 
 

  

  
�
  
 
 

  

  
Pursuant to Section 13 or 15(d) of the
  
 
 

  

  
Securities Exchange Act of 1934
  
 
 

  

  
�
  
 
 

  

  
�
  
 
 

  

  
Date of Report (Date of earliest event reported):� November
  10, 2014
  
 
 

  

  
�
  
 
 

  

  
�
  
 
 

  

  

	MACY'S, INC.
  
 
 

  

  
�
  
 
 

  

  
7 West Seventh Street, Cincinnati, Ohio 45202

  (513) 579-7000
  
 
 

  

  
�
  
 
 

  

  
-and-
  
 
 

  

  
�
  
 
 

  

  
151 West 34th Street, New York, New York 10001

  (212) 494-1602
  
 
 

  

  
�
  
 
 

  

  
�
  
 
 

  

  
Delaware
  
  

  
1-13536
  
  

  
13-3324058
  
 
 

  

  
(State of Incorporation)
  
  

  
(Commission File Number)
  
  

  
(IRS Employer Identification No.)
  
 
 

  

  
�
  
 
 

  

  
�
  
 
 

  

  
Check the appropriate box below
  if the Form 8-K is intended to simultaneously satisfy the filing obligation
  of the registrant under any of the following provisions:
  
 
 

  

  
�
  
 
 

  

  
[���]��Written communications pursuant to Rule�425 under
  the Securities Act (17 CFR 230.425)
  
 
 

  

  
�
  
 
 

  

  
[���]��Soliciting material pursuant to Rule�14a-12 under
  the Exchange Act (17 CFR 240.14a-12)
  
 
 

  

  
�
  
 
 

  

  
[���]��Pre-commencement communications pursuant to
  Rule�14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
 
 

  

  
�
  
 
 

  

  
[���]��Pre-commencement communications pursuant to
  Rule�13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  
 
 

  

  
�
  
 


�





�


 

  

  
Item 1.01.
  
  

  
Entry into a Material
  Definitive Agreement.
  
 
 

  

  
�
  
  

  
�
  
 
 

  

  
�
  
  

  
On November 10, 2014, Macy's,
  Inc. ("Macy's"), certain of its subsidiaries and Department
  Stores National Bank ("DSNB"), as assignee of Citibank, N.A., entered
  into an Amended and Restated Credit Card Program Agreement (the "Amended
  and Restated Program Agreement"), which amended and restated the Credit
  Card Program Agreement dated June 1, 2005 (as amended and supplemented prior
  to November 10, 2014, the "Original Program Agreement") among such
  parties or their predecessors in interest. 
  
�
  
The Original Program
  Agreement provided for an initial term that was scheduled to expire on July
  17, 2016.� The Amended and Restated Program Agreement extends the term of the
  Original Program Agreement to March 31, 2025, subject to renewal for an
  additional term of three years.� Either Macy's or DSNB may terminate the
  agreement upon certain events, including specified defaults by the other
  party.� Upon any termination and at the end of the term, Macy's may purchase
  the accounts and receivables subject to the credit program at a specified
  price.� The Amended and Restated Program Agreement also provides for
  specified systems upgrades and related cost-sharing arrangements. 
  
�
  
 
 

  

  
Item 2.02.
  
  

  
Results of Operations and
  Financial Condition.
  
 
 

  

  
�
  
  

  
�
  
On November 12, 2014, Macy's,
  Inc. ("Macy's") issued a press release announcing Macy's sales,
  financial condition and results of operations for the 13 and 39 weeks ended
  November 1, 2014.� The full text of the press release is attached hereto as
  Exhibit 99.1 and is incorporated herein by reference.
  
�
  
The press release referred to above contains a non-GAAP
  financial measure of comparable sales together with comparable sales of
  departments licensed to third parties.� Macy's 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, Macy's includes these
  commissions (rather than sales of the departments licensed to third parties)
  in its net sales. Macy's does not, however, include any amounts in respect of
  licensed department sales (or any commissions earned on such sales) in its
  comparable sales calculation.� Management believes that providing
  comparable sales growth together with comparable sales of departments
  licensed to third parties is a useful measure to assist investors in
  evaluating Macy's ability to generate sales growth, whether through owned
  businesses or departments licensed to third parties, on a comparable basis.
  Management believes that providing comparable sales growth together with
  comparable sales of departments licensed to third parties is particularly
  useful in evaluating the impact of changes in the manner in which certain
  departments are operated (e.g. the conversion in 2013 of most of Macy's
  previously owned athletic footwear business to licensed Finish Line shops).
  However, the reader is cautioned that any non-GAAP financial measures
  provided by Macy's are provided in addition to, and not as alternatives for,
  Macy's reported results prepared in accordance with GAAP. Certain items that
  may have a significant impact on Macy's financial position, results of
  operations and cash flows must be considered when assessing Macy's actual
  financial condition and performance regardless of whether these items are
  included in these non-GAAP financial measures. In addition, you should note
  that the amounts received by Macy�s on account of sales of departments
  licensed to third parties are limited to commissions received on such sales.
  The methods used by Macy's to calculate its non-GAAP financial measures may
  differ significantly from methods used by other companies to compute similar
  measures. As a result, any non-GAAP financial measures provided by Macy's may
  not be comparable to similar measures provided by other companies.
  
�
  
 
 

  

  
�
  
  

  
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Item 9.01.
  
  

  
Financial Statements and Exhibits.
  
 
 

  

  
�
  
  

  
�
  
 
 

  

  
�
  
  

  
(d)
  
  

  
Exhibits
  
 
 

  

  
�
  
 
 

  

  
�
  
  

  
�
  
  

  
99.1
  
  

  
Press Release of Macy's dated November
  12, 2014.
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
�
  
 
 

  

  

  

  

  

 


�





�


 

  


  
  
�
  
 
 

  

  
MACY'S, INC.

  

  
  
 
 

  

  
�
  
 
 

  

  
SIGNATURE

  

  
  
 
 

  

  
�
  
 
 

  

  
Pursuant to the requirements of
  the Securities Exchange Act of 1934, the registrant has duly caused this
  report to be signed on its behalf by the undersigned hereunto duly
  authorized.

  

  
  
 
 

  

  
�
  
 
 

  

  
�
  
  

  
� MACY'S, INC.

  

  
  
 
 

  

  
�
  
  

  
�
  
 
 

  

  
Dated:��November 12,
  2014
  
  

  
� By:���� /s/ Joel
  A. Belsky� 
  
 
 

  

  
�
  
  

  
� 
	Name:� Joel A. Belsky
	
� 
	Title:� Executive Vice President and Controller
  

  
 
 

  

  
�
  
  

  
�
  
 


�





�


 

  

  
Index to Exhibits
  
 
 

  

  
�
  
 
 

  

  
Index Number
  
  

  
�
  
  

  
�
  
  
�
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  
�
 
 

  

  
99.1
  
  

  
�
  
  

  
Press Release of Macy's dated November
  12, 2014.
  
  
�
 


�









�

Exhibit 99.1

macy's inc.

�

�

�

Contacts:

Media - Jim Sluzewski

����������� ��
513/579-7764

Investor � Matt Stautberg

��
513/579-7780

�

�

FOR IMMEDIATE RELEASE

�

�

MACY'S, INC. REPORTS THIRD QUARTER EARNINGS OF 61
CENTS 

PER DILUTED SHARE, AN INCREASE OF 30% OVER LAST YEAR

Company revises annual EPS guidance to $4.25 to $4.35
per diluted share

�

CINCINNATI, Ohio, November 12, 2014 � Macy's, Inc.
today reported that its third quarter earnings per diluted share rose by 30
percent to 61 cents in the third quarter of 2014, ended Nov. 1, 2014. This
compares with 47 cents per share in last year's third quarter.

�

For the first three quarters of 2014, Macy's, Inc.'s
diluted earnings per share were $2.01, an increase of 15 percent compared with
earnings of $1.74 per diluted share in the first three quarters of 2013.� 

�

�We are very pleased with our third quarter earnings,
even though the sales performance fell short of our expectations. On a two-year
basis, our third quarter sales trend was essentially unchanged from the first
half of 2014. We knew we were up against very strong third quarter sales growth
for our company last year, and thus we had anticipated that our year-over-year
comparison would be lower in the third quarter than in the fourth quarter. Even
so, sales did not live up to our expectations in the quarter. However, we were
able to maintain gross margin flat to last year and reduced SG&A expense,
even excluding the timing benefit of some items, including the sale of certain
assets. All in all, it was a solid quarter for earnings,� said Terry J.
Lundgren, chairman and chief executive officer of Macy's, Inc. 

�

�Going forward, we remain optimistic for the fourth
quarter based on several factors. First, we have developed an outstanding merchandise
assortment for holiday gift-giving and self-purchase rooted in great style,
exclusive offerings and outstanding value during this key shopping period. Second,
we have enhanced our transition to fresh post-holiday vacation and resort
assortments. Third, we have new store, omnichannel and marketing strategies in
place that we believe will drive incremental business throughout the fourth
quarter. This includes Buy Online Pickup in Store now rolled out to all
full-line Macy's and Bloomingdale's locations, Same Day Delivery pilots up and
running in eight major Macy's markets and four Bloomingdale's markets, and improved
functionality and usability in upgraded mobile apps. And fourth, we are poised
to capitalize on a return to more normalized weather patterns after the unusually
severe snowstorms in the fourth quarter last year,� Lundgren said. �This adds
up to a strong opportunity to continue to grow our business this holiday, a
time of year when customers naturally gravitate to Macy's and Bloomingdale's as
primary shopping destinations.� �



Sales 

�

Comparable sales together with comparable sales of
departments licensed to third parties were down 0.7 percent in the third
quarter of 2014 over 2013. Third quarter comparable sales exclusive of licensed
businesses were down 1.4 percent in 2014 compared with 2013. Total sales in the
third quarter of 2014 were $6.195 billion, down 1.3 percent from total sales of
$6.276 billion in the third quarter of 2013.

�

Comparable sales together with comparable sales of
departments licensed to third parties were up 0.8 percent in first three
quarters of 2014 over 2013. Year-to-date comparable sales exclusive of licensed
businesses were up 0.1 percent in 2014 compared with 2013. For the year to
date, Macy's, Inc. total sales were $18.741 billion, up slightly from total
sales of $18.729 billion in the first three quarters of 2013.

�

Please see the last page of this news release for
important information regarding the calculation of the company�s comparable
sales and comparable sales together with comparable sales of departments
licensed to third parties. 

�

In the third quarter of 2014, the company
opened three new Macy's stores in Sarasota, FL, Las Vegas, NV, and The Bronx in
New York City, and closed Macy's stores in Bradenton, FL, and York, PA. In
Torrance, CA, three Macy's stores were consolidated into two as part of a mall
redevelopment. A new Bloomingdale's replacement store opened in the third
quarter in Palo Alto, CA.

�

Operating Income 

�

Macy's,
Inc.'s operating income totaled $422 million or 6.8 percent of sales for the
quarter ended Nov. 1, 2014, compared with operating income of $360 million or
5.7 percent of sales for the same period last year. For the first three
quarters of 2014, Macy's, Inc.'s operating income totaled $1.436 billion or 7.7
percent of sales, compared with operating income of $1.329 billion or 7.1
percent of sales for the same period last year.

�

Cash Flow 

�

Net
cash provided by operating activities was $777 million in the first three
quarters of 2014, compared with $819 million in the first three quarters of 2013.
Net cash used by investing activities in the first three quarters of 2014 was $596
million, compared with $541 million a year ago. Net cash used by financing
activities in the first three quarters of 2014
was $1.406 billion, compared with net cash used by financing activities in the
first three quarters of 2013 of $943 million. 

�

The
company repurchased approximately 9.0 million shares of its common stock for a
total of approximately $534 million in the third quarter of 2014. In the fiscal
year to date, the company repurchased approximately 25.3 million shares of its
common stock for approximately $1.48 billion. At Nov. 1, 2014, the company had
remaining authorization to repurchase up to approximately $1.45 billion of its
common stock.

�

Looking Ahead 

�

The company has revised its 2014 guidance. Earnings
per diluted share for the full-year 2014 now are expected in the range of $4.25
to $4.35, compared with previous guidance in the range of $4.40 to $4.50. Guidance
is for full-year 2014 comparable sales together with comparable sales of
departments licensed to third parties to increase by 1.2 percent to 1.5 percent
(0.7 percent to 1 percent on a comparable sales basis exclusive of licensed
businesses), compared to previous guidance for growth of 2 percent to 2.5
percent (1.5 percent to 2 percent on a comparable sales basis exclusive of
licensed businesses). In the fourth quarter, comparable sales together with
comparable sales of departments licensed to third parties are expected to grow
by approximately 2 percent to 3 percent (1.8 percent to 2.8 percent on a
comparable sales basis exclusive of licensed businesses). 

�

Credit Card Program Agreement Renewal

�

Macy's, Inc. has entered into a multi-year
renewal agreement with Citi Retail Services for operation of the Macy's and
Bloomingdale's proprietary and co-branded American Express credit card
business. The new agreement, with substantially similar financial terms, will
run through March 2025. 

�

Investor Conference 

�

Macy's, Inc. management will present at the Morgan
Stanley Global Consumer & Retail Conference at 1:50pm on Wednesday, Nov. 19,
2014, in New York City. Media and investors may access the live webcast of the
presentation at www.macysinc.com/ir at that time. The webcasts will be available for replay. 

�

Macy's, Inc., with corporate offices in Cincinnati and
New York, is one of the nation's premier retailers, with fiscal 2013 sales of $27.931
billion. The company operates about 840 stores in 45 states, the District of
Columbia, Guam and Puerto Rico under the names of Macy's and Bloomingdale's, as
well as the macys.com and bloomingdales.com websites. The company operates 13
Bloomingdale's Outlet stores. Bloomingdale's in Dubai is operated by Al Tayer
Group LLC under a license agreement.

�

All statements in this press release that are not
statements of historical fact are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such statements are
based upon the current beliefs and expectations of Macy's management and are
subject to significant risks and uncertainties. Actual results could differ
materially from those expressed in or implied by the forward-looking statements
contained in this release because of a variety of factors, including conditions
to, or changes in the timing of, proposed transactions, prevailing interest
rates and non-recurring charges, competitive pressures from specialty stores,
general merchandise stores, off-price and discount stores, manufacturers'
outlets, the Internet, mail-order catalogs and television shopping and general
consumer spending levels, including the impact of the availability and level of
consumer debt, the effect of weather and other factors identified in documents
filed by the company with the Securities and Exchange Commission.�
In light of these risks and uncertainties, readers are cautioned not to place
undue reliance on forward-looking statements.� Except as may be required by
applicable law, Macy's disclaims any obligation to update its forward-looking
statements for any reason. 

�

#� #� #

�

(NOTE: Additional information on Macy's, Inc.,
including past news releases, is available at www.macysinc.com/pressroom. A
webcast of Macy's, Inc.'s call with analysts and investors will be held today
(Nov. 12) at 10:30 a.m. (ET). Macy's, Inc.'s webcast is accessible to the media
and general public via the company's website at www.macysinc.com. Analysts and
investors may call in on 1-888-600-4862, passcode 1762797. A replay of the
conference call can be accessed on the Web site or by calling 1-888-203-1112
(same passcode) about two hours after the conclusion of the call.)

�

�





MACY'S, INC.

�

Consolidated Statements of Income (Unaudited) (Note 1)

�

(All amounts in millions except percentages and per
share figures)

�


 

  

  
�
  
  

  
����� 13 Weeks Ended��
  ��
  
  

  
� ��13 Weeks
  Ended����
  
 
 

  

  
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���November 1, 2014���
  
  

  
���November 2, 2013���
  
 
 

  

  
�
  
  

  
�
  
�����$�����
  
  

  
% to
  
Net sales
  
  

  
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�����$�����
  
  

  
% to
  
Net sales
  
 
 

  

  
�
  
  

  
�
  
  

  
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�
  
  

  
�
  
 
 

  

  
Net
  sales.................................................................. 
  
  

  
$� 6,195�
  
  

  
�
  
  

  
$� 6,276�
  
  

  
�
  
 
 

  

  
�
  
  

  
�
  
  

  
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Cost of sales (Note 2)................................................. 
  
  

  
� �3,766�
  
  

  
�60.8%�
  
  

  
� �3,817�
  
  

  
�60.8%�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Gross
  margin............................................................ 
  
  

  
2,429�
  
  

  
39.2%�
  
  

  
2,459�
  
  

  
39.2%�
  
 
 

  

  
�
  
  

  
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Selling,
  general and administrative expenses............... 
  
  

  
� (2,007)
  
  

  
(32.4%)
  
  

  
� (2,099)
  
  

  
(33.5%)
  
 
 

  

  
�
  
  

  
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�
  
 
 

  

  
Operating
  income..................................................... 
  
  

  
422�
  
  

  
6.8%�
  
  

  
360�
  
  

  
5.7%�
  
 
 

  

  
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Interest
  expense - net.............................................. 
  
  

  
������ (96)
  
  

  
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Income before income taxes..................................... 
  
  

  
326�
  
  

  
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264�
  
  

  
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Federal, state and local income tax�expense (Note 3)... 
  
  

  
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Net
  income.............................................................. 
  
  

  
$��� �217�
  
  

  
�
  
  

  
$��� �177�
  
  

  
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Basic earnings per share........................................... 
  
  

  
$� ��� .62�
  
  

  
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$� ��� .47�
  
  

  
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Diluted
  earnings per share........................................ 
  
  

  
$�� �� .61�
  
  

  
�
  
  

  
$�� �� .47�
  
  

  
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Average common shares:
  
  

  
�
  
  

  
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������Basic................................................................ 
  
  

  
351.6�
  
  

  
�
  
  

  
374.8�
  
  

  
�
  
 
 

  

  
������Diluted............................................................. 
  
  

  
357.7�
  
  

  
�
  
  

  
380.2�
  
  

  
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End
  of period common shares outstanding................. 
  
  

  
346.0�
  
  

  
�
  
  

  
368.1�
  
  

  
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Depreciation
  and amortization expense...................... 
  
  

  
$���� 263�
  
  

  
�
  
  

  
$���� 257�
  
  

  
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MACY'S, INC.

�

Consolidated Statements of Income (Unaudited)

�

Notes:

�

(1)��Because of the seasonal nature of
the retail business, the results of operations for the 13 weeks ended November
1, 2014 and November 2, 2013 (which do not include the Christmas season) are
not necessarily indicative of such results for the fiscal year.

�

(2)��Merchandise inventories are valued
at the lower of cost or market using the last-in, first-out (LIFO) retail
inventory method.� Application of the LIFO retail inventory method did not result
in the recognition of any LIFO charges or credits affecting cost of sales for
the 13 weeks ended November 1, 2014 or November 2, 2013.

�

(3)��Federal, state and local income
taxes differ from the federal income tax statutory rate of 35%, principally
because of the effect of state and local taxes, including the settlement of
various tax issues and tax examinations. 


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MACY'S, INC.

�

Consolidated Statements of Income (Unaudited) (Note 1)

�

(All amounts in millions except percentages and per
share figures)

�


 

  

  
�
  
  

  
����� 39 Weeks Ended��
  ��
  
  

  
� ��39 Weeks
  Ended����
  
 
 

  

  
�
  
  

  
���November 1, 2014���
  
  

  
���November 2, 2013���
  
 
 

  

  
�
  
  

  
�
  
�����$�����
  
  

  
% to
  
Net sales
  
  

  
�
  
�����$�����
  
  

  
% to
  
Net sales
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Net
  sales................................................................... 
  
  

  
$ 18,741�
  
  

  
�
  
  

  
$ 18,729�
  
  

  
�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Cost of sales (Note 2)................................................ 
  
  

  
� 11,274�
  
  

  
�60.2%�
  
  

  
� 11,261�
  
  

  
�60.1%�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Gross
  margin............................................................. 
  
  

  
7,467�
  
  

  
39.8%�
  
  

  
7,468�
  
  

  
39.9%�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Selling,
  general and administrative expenses................ 
  
  

  
� (6,031)
  
  

  
(32.1%)
  
  

  
� (6,139)
  
  

  
(32.8%)
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Operating
  income...................................................... 
  
  

  
1,436�
  
  

  
7.7%�
  
  

  
1,329�
  
  

  
7.1%�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Interest
  expense - net............................................... 
  
  

  
���� (296)
  
  

  
�
  
  

  
���� (289)
  
  

  
�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Income before income taxes...................................... 
  
  

  
1,140�
  
  

  
�
  
  

  
1,040�
  
  

  
�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Federal, state and local income tax�expense (Note 3)... 
  
  

  
� �� (407)
  
  

  
�
  
  

  
� �� (365)
  
  

  
�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Net
  income............................................................... 
  
  

  
$� � �733�
  
  

  
�
  
  

  
$� � �675�
  
  

  
�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Basic earnings per share............................................ 
  
  

  
$�� �2.04�
  
  

  
�
  
  

  
$�� �1.77�
  
  

  
�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Diluted
  earnings per share.......................................... 
  
  

  
$�� �2.01�
  
  

  
�
  
  

  
$�� �1.74�
  
  

  
�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Average common shares:
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
������Basic.................................................................. 
  
  

  
358.9�
  
  

  
�
  
  

  
381.8�
  
  

  
�
  
 
 

  

  
������Diluted................................................................ 
  
  

  
365.2�
  
  

  
�
  
  

  
388.0�
  
  

  
�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
End
  of period common shares outstanding................. 
  
  

  
346.0�
  
  

  
�
  
  

  
368.1�
  
  

  
�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Depreciation
  and amortization expense...................... 
  
  

  
$���� 770�
  
  

  
�
  
  

  
$���� 761�
  
  

  
�
  
 


�

�

�

�

�

�

�

�

�

�

�

�

�

�

MACY'S, INC.

�

Consolidated Statements of Income (Unaudited)

�

Notes:

�

(1)��Because of the seasonal nature of
the retail business, the results of operations for the 39 weeks ended November
1, 2014 and November 2, 2013 (which do not include the Christmas season) are
not necessarily indicative of such results for the fiscal year.

�

(2)��
Merchandise inventories are valued
at the lower of cost or market using the last-in, first-out (LIFO) retail
inventory method.� Application of the LIFO retail inventory method did not result
in the recognition of any LIFO charges or credits affecting cost of sales for
the 39 weeks ended November 1, 2014 or November 2, 2013.

�

(3)��
Federal, state and local income
taxes differ from the federal income tax statutory rate of 35%, principally
because of the effect of state and local taxes, including the settlement of
various tax issues and tax examinations. 

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

MACY'S, INC.

�

Consolidated Balance Sheets (Unaudited)

�

(millions)

�


 

  

  
�
  
  

  
November 1,
  
  

  
February 1,
  
  

  
November 2,
  
 
 

  

  
�
  
  

  
�������2014������
  
  

  
�������2014������
  
  

  
�������2013������
  
 
 

  

  
ASSETS:
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
�� Current
  Assets:
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
����� Cash and cash
  equivalents.................................. 
  
  

  
$� 1,048
  
  

  
$� 2,273
  
  

  
$� 1,171
  
 
 

  

  
����� Receivables....................................................... 
  
  

  
292
  
  

  
438
  
  

  
276
  
 
 

  

  
����� Merchandise
  inventories..................................... 
  
  

  
7,789
  
  

  
5,557
  
  

  
7,716
  
 
 

  

  
����� Prepaid expenses and
  other current assets........... 
  
  

  
������ 424
  
  

  
������ 420
  
  

  
������ 397
  
 
 

  

  
�������� Total Current
  Assets....................................... 
  
  

  
9,553
  
  

  
8,688
  
  

  
9,560
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
�� Property and Equipment -
  net................................ 
  
  

  
7,787
  
  

  
7,930
  
  

  
7,950
  
 
 

  

  
�� Goodwill................................................................ 
  
  

  
3,743
  
  

  
3,743
  
  

  
3,743
  
 
 

  

  
�� Other Intangible Assets
  - net.................................. 
  
  

  
504
  
  

  
527
  
  

  
535
  
 
 

  

  
�� Other Assets......................................................... 
  
  

  
����� 838
  
  

  
����� 746
  
  

  
����� 658
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
�������� Total Assets.................................................... 
  
  

  
$22,425
  
  

  
$21,634
  
  

  
$22,446
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
LIABILITIES AND
  SHAREHOLDERS' EQUITY:
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
�� Current Liabilities:
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
����� Short-term debt................................................... 
  
  

  
$� ���483
  
  

  
$� ���463
  
  

  
$� ���465
  
 
 

  

  
����� Merchandise accounts
  payable............................ 
  
  

  
3,814
  
  

  
1,691
  
  

  
3,897
  
 
 

  

  
����� Accounts payable and
  accrued liabilities............... 
  
  

  
2,563
  
  

  
2,810
  
  

  
2,323
  
 
 

  

  
����� Income
  taxes...................................................... 
  
  

  
114
  
  

  
362
  
  

  
78
  
 
 

  

  
����� Deferred income taxes........................................ 
  
  

  
������ 396
  
  

  
��� ���400
  
  

  
������ 423
  
 
 

  

  
�������� Total Current
  Liabilities.................................... 
  
  

  
7,370
  
  

  
5,726
  
  

  
7,186
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
�� Long-Term Debt.................................................... 
  
  

  
6,736
  
  

  
6,728
  
  

  
6,732
  
 
 

  

  
�� Deferred Income Taxes......................................... 
  
  

  
1,314
  
  

  
1,273
  
  

  
1,225
  
 
 

  

  
�� Other Liabilities...................................................... 
  
  

  
1,654
  
  

  
1,658
  
  

  
1,861
  
 
 

  

  
�� Shareholders' Equity............................................... 
  
  

  
��� 5,351
  
  

  
��� 6,249
  
  

  
��� 5,442
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
�������� Total Liabilities
  and Shareholders' Equity.......... 
  
  

  
$22,425
  
  

  
$21,634
  
  

  
$22,446
  
 


�

�

�

�

�

�

�

�

�

�

�





MACY'S, INC.

�

Consolidated Statements of Cash Flows (Unaudited)

�

(millions)

�


 

  

  
�
  
  

  
39 Weeks Ended
  
November
  1, 2014� 
  
  

  
39 Weeks Ended
  
November
  2, 2013
  
 
 

  

  
Cash
  flows from operating activities:
  
  

  
�
  
  

  
�
  
 
 

  

  
�� Net income..................................................................... 
  
  

  
$��� 733�
  
  

  
$��� 675�
  
 
 

  

  
�� Adjustments
  to reconcile net income to net cash

  ������provided by operating activities:
  
  

  
�
  
  

  
�
  
 
 

  

  
�������� Depreciation and
  amortization................................... 
  
  

  
770�
  
  

  
761�
  
 
 

  

  
�������� Stock-based compensation expense........................... 
  
  

  
55�
  
  

  
48�
  
 
 

  

  
�������� Amortization of
  financing costs and premium on 
  
�����������acquired
  debt......................................................... 
  
  

  
(4)
  
  

  
(7)
  
 
 

  

  
�������� Changes
  in assets and liabilities:
  
  

  
�
  
  

  
�
  
 
 

  

  
����������� �Decrease
  in receivables........................................ 
  
  

  
154�
  
  

  
102�
  
 
 

  

  
�������� �� �Increase
  in merchandise inventories....................... 
  
  

  
(2,232)
  
  

  
(2,408)
  
 
 

  

  
����������� �Increase in prepaid expenses and
  
����������������� other current assets......................................... 
  
  

  
(4)
  
  

  
(25)
  
 
 

  

  
����������� (Increase) decrease in other assets not
  
����������������� separately identified......................................... 
  
  

  
(46)
  
  

  
1�
  
 
 

  

  
����������� �Increase
  in merchandise accounts payable.............. 
  
  

  
1,935�
  
  

  
2,155�
  
 
 

  

  
����������� �Decrease in accounts payable and accrued 
  
����������������� liabilities not separately identified...................... 
  
  

  
(363)
  
  

  
(320)
  
 
 

  

  
����������� �Decrease
  in current income taxes......................... 
  
  

  
(247)
  
  

  
(277)
  
 
 

  

  
����������� �Increase
  (decrease) in deferred income taxes.......... 
  
  

  
29�
  
  

  
(43)
  
 
 

  

  
����������� �Increase
  (decrease) in other liabilities not 
  
�������������������
  separately identified....................................... 
  
  

  
������� (3)
  
  

  
����� 157�
  
 
 

  

  
���������������Net
  cash provided by operating activities.............. 
  
  

  
����� 777�
  
  

  
����� 819�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Cash flows from investing
  activities:
  
  

  
�
  
  

  
�
  
 
 

  

  
�� Purchase
  of property and equipment................................ 
  
  

  
(483)
  
  

  
(381)
  
 
 

  

  
�� Capitalized
  software....................................................... 
  
  

  
(190)
  
  

  
(180)
  
 
 

  

  
�� Disposition
  of property and equipment............................. 
  
  

  
������ 79�
  
  

  
��� ���30�
  
 
 

  

  
�� Other,
  net...................................................................... �� 
  
  

  
������� (2)
  
  

  
����� (10)
  
 
 

  

  
���������������Net
  cash used by investing activities.................... 
  
  

  
��� (596)
  
  

  
��� (541)
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
 
 

  


  
  
Cash flows from financing
  activities:
  
  

  
�
  
  

  
�
  
 
 

  

  
�� Debt
  issued.................................................................... 
  
  

  
500�
  
  

  
400�
  
 
 

  

  
�� Financing
  costs............................................................... 
  
  

  
(5)
  
  

  
(10)
  
 
 

  

  
�� Debt
  repaid.................................................................... 
  
  

  
(462)
  
  

  
(121)
  
 
 

  

  
�� Dividends
  paid............................................................... 
  
  

  
(314)
  
  

  
(267)
  
 
 

  

  
�� Increase
  in outstanding checks....................................... 
  
  

  
123�
  
  

  
73�
  
 
 

  

  
�� Acquisition
  of treasury stock.......................................... 
  
  

  
(1,456)
  
  

  
(1,228)
  
 
 

  

  
�� Issuance
  of common stock............................................. 
  
  

  
����� 208�
  
  

  
����� 210�
  
 
 

  

  
���������������Net
  cash used by financing activities................... 
  
  

  
�(1,406)
  
  

  
��� (943)
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Net
  decrease in cash and cash equivalents......................... 
  
  

  
(1,225)
  
  

  
(665)
  
 
 

  

  
Cash
  and cash equivalents at beginning of period................ 
  
  

  
� 2,273�
  
  

  
� 1,836�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
Cash
  and cash equivalents at end of period........................ 
  
  

  
$�1,048�
  
  

  
$�1,171�
  
 








�

MACY'S, INC.

�

Important Information Regarding Non-GAAP Financial
Measures

�

The Company reports its financial results in
accordance with generally accepted accounting principles (GAAP). However,
management believes that certain non-GAAP financial measures provide users of
the Company's financial information with additional useful information in
evaluating operating performance. See the table below for supplemental
financial data and a corresponding reconciliation to the most directly
comparable GAAP financial measures. This non-GAAP financial measure should be
viewed as supplementing, and not as an alternative or substitute for, the
Company's financial results prepared in accordance with GAAP. Certain of the
items that may be excluded or included in this non-GAAP financial measure may
be significant items that could impact the Company's financial position,
results of operations and cash flows and should therefore be considered in
assessing the Company's actual financial condition and performance.
Additionally, the amounts received by the Company on account of sales of
departments licensed to third parties are limited to commissions received on
such sales. The methods used by the Company to calculate its non-GAAP financial
measures may differ significantly from methods used by other companies to
compute similar measures. As a result, any non-GAAP financial measures
presented herein may not be comparable to similar measures provided by other
companies.

�

Macy's, Inc. believes that providing changes in
comparable sales including the impact of growth in comparable sales of
departments licensed to third parties supplementally to its results of
operations calculated in accordance with GAAP assists in evaluating the
Company's ability to generate sales growth, whether through owned businesses or
departments licensed to third parties, on a comparable basis, and in evaluating
the impact of changes in the manner in which certain departments are operated
(e.g. the conversion in 2013 of most of the Company's previously owned athletic
footwear business to licensed Finish Line shops).

�


 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
������Guidance Range��������
  
  

  
�
  
  

  
�
  
 
 

  

  
�
  
  

  
13 Weeks 
  
Ended
  
November 1,� 
  
2014�
  
  
  

  
39 Weeks 
  
Ended
  
November 1,
  
2014�
  
  
  

  
13 Weeks 
  
Ended
  
January 31,� 
  
2015���
  
  
  

  
52 Weeks 
  
Ended
  
January 31,� 
  
2015��� 
  
  

  
�
  
  

  
�
  
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
 
 

  

  
��� Increase (decrease) in
  comparable 
  
���������sales (Note 
	1)................................................. 
  
  

  
(1.4)%
  
  

  
�0.1%
  
  

  
1.8 to 2.8%
  
  

  
0.7% to 1.0%
  
  

  
�
  
  

  
�
  
  
�
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  
�
 
 

  

  
��� Impact of growth in
  comparable sales
  
���������of
  departments licensed to third
  
���������parties
  (Note 2)............................................. 
  
  

  
�0.7%
  
  

  
�0.7%
  
  

  
0.2%�������
  
  

  
�������
  0.5%
  
  

  
�
  
  

  
�
  
  
�
 
 

  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  

  
�
  
  
�
 
 

  

  
��� Increase (decrease) in
  comparable sales 
  
���������including
  the impact of growth in
  
���������comparable
  sales of departments
  
���������licensed
  to third parties.............................. 
  
  

  
(0.7)%
  
  

  
�0.8%
  
  

  
2.0% to 3.0%
  
  

  
1.2% to 1.5%
  
  

  
�
  
  

  
�
  
  
�
 
 

  

  

  

  

  

  

  

  

  

  

  

 


�

Notes:

�

(1)����
Represents the period-to-period
change in net sales from stores in operation throughout 2014 and 2013 and all
net Internet sales, excluding commissions from departments licensed to third
parties.

�

(2)����Represents the impact on
comparable sales of including the sales of departments licensed to third
parties occurring in stores in operation throughout 2014 and 2013 and via the
Internet in the calculation. The Company licenses third parties to operate
certain departments in its stores and online and receives commissions from
these third parties based on a percentage of their net sales. In its financial
statements prepared in conformity with GAAP, the Company includes these
commissions (rather than sales of the departments licensed to third parties) in
its net sales. The Company does not, however, include any amounts in respect of
licensed department sales (or any commissions earned on such sales) in its
comparable sales in accordance with GAAP.

�

(3)����
See the cautionary statements set
forth under the caption �Looking Ahead� in this press release and in the
documents referred to therein for important information regarding the risks and
uncertainties associated with forward-looking statements. Amounts shown for the
52 weeks ended January 31, 2015 supersede previous guidance of 1.5% to 2%
increase in comparable sales, 0.5% impact of growth in comparable sales of
departments licensed to third parties and 2.0% to 2.5% of comparable sales
growth including the impact of growth in comparable sales of departments
licensed to third parties.

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