UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended
February 2, 2019
Commission File Number:
1-13536
7 West Seventh Street
Cincinnati, Ohio 45202
(513) 579-7000
and
151 West 34th Street
New York, New York 10001
(212) 494-1602
Incorporated in Delaware
I.R.S. No. 13-3324058
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $.01 par value per share
Name of Each Exchange on Which Registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company,”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most
recently completed second fiscal quarter (August 4, 2018) was approximately $11,956,587,132.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Common Stock, $.01 par value per share
Outstanding at March 2, 2019
307,800,430 shares
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for the Annual Meeting of Stockholders to be held May 17, 2019
Document
Parts Into
Which Incorporated
Part III
Unless the context requires otherwise, references to “Macy’s” or the “Company” are references to Macy’s and its subsidiaries
and references to “2018,” “2017,” “2016,” “2015” and “2014” are references to the Company’s fiscal years ended February 2, 2019,
February 3, 2018, January 28, 2017, January 30, 2016 and January 31, 2015, respectively. Fiscal year 2017 included 53 weeks; fiscal
years 2018, 2016, 2015 and 2014 included 52 weeks.
Forward-Looking Statements
This report and other reports, statements and information previously or subsequently filed by the Company with the
Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements. Such statements
are based upon the beliefs and assumptions of, and on information available to, the management of the Company at the
time such statements are made. The following are or may constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995: (i) statements preceded by, followed by or that include the words “may,”
“will,” “could,” “should,” “believe,” “expect,” “future,” “potential,” “anticipate,” “intend,” “plan,” “think,”
“estimate” or “continue” or the negative or other variations thereof, and (ii) statements regarding matters that are not
historical facts. Such forward-looking statements are subject to various risks and uncertainties, including risks and
uncertainties relating to:
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the possible invalidity of the underlying beliefs and assumptions;
the success of the Company’s operational decisions, such as product sourcing, merchandise mix and pricing,
and marketing, and strategic initiatives, such as Growth stores, Backstage on-mall off-price business, and
vendor direct expansion;
general consumer-spending levels, including the impact of general economic conditions, consumer
disposable income levels, consumer confidence levels, the availability, cost and level of consumer debt, the
costs of basic necessities and other goods and the effects of the weather or natural disasters;
competitive pressures from department stores, specialty stores, general merchandise stores, manufacturers’
outlets, off-price and discount stores, and all other retail channels, including the Internet, catalogs and
television;
the Company’s ability to remain competitive and relevant as consumers’ shopping behaviors migrate to other
shopping channels and to maintain its brand and reputation;
possible systems failures and/or security breaches, including any security breach that results in the theft,
transfer or unauthorized disclosure of customer, employee or company information, or the failure to comply
with various laws applicable to the Company in the event of such a breach;
the cost of employee benefits as well as attracting and retaining quality employees;
transactions and strategy involving the Company's real estate portfolio;
the seasonal nature of the Company’s business;
conditions to, or changes in the timing of, proposed transactions, and changes in expected synergies, cost
savings and non-recurring charges;
possible changes or developments in social, economic, business, industry, market, legal and regulatory
circumstances and conditions;
possible actions taken or omitted to be taken by third parties, including customers, suppliers, business
partners, competitors and legislative, regulatory, judicial and other governmental authorities and officials;
changes in relationships with vendors and other product and service providers;
currency, interest and exchange rates and other capital market, economic and geo-political conditions;
unstable political conditions, civil unrest, terrorist activities and armed conflicts;
the possible inability of the Company’s manufacturers or transporters to deliver products in a timely manner
or meet the Company’s quality standards;
the Company’s reliance on foreign sources of production, including risks related to the disruption of imports
by labor disputes, regional health pandemics, and regional political and economic conditions; and
duties, taxes, other charges and quotas on imports.
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In addition to any risks and uncertainties specifically identified in the text surrounding such forward-looking
statements, the statements in the immediately preceding sentence and the statements under captions such as “Risk
Factors” in reports, statements and information filed by the Company with the SEC from time to time constitute cautionary
statements identifying important factors that could cause actual amounts, results, events and circumstances to differ
materially from those expressed in or implied by such forward-looking statements.
Item 1.
General
Business.
The Company is a corporation organized under the laws of the State of Delaware in 1985. The Company and its
predecessors have been operating department stores since 1830. The Company operates 867 stores in 43 states, the District
of Columbia, Puerto Rico and Guam. As of February 2, 2019, the Company's operations were conducted through Macy's,
Bloomingdale's, Bloomingdale’s The Outlet, Macy’s Backstage, and bluemercury. In addition, Bloomingdale's in Dubai,
United Arab Emirates and Al Zahra, Kuwait are operated under license agreements with Al Tayer Insignia, a company of Al
Tayer Group, LLC.
The Company sells a wide range of merchandise, including apparel and accessories (men’s, women’s and kids'),
cosmetics, home furnishings and other consumer goods. The specific assortments vary by size of store, merchandising
assortments and character of customers in the trade areas. Most stores are located at urban or suburban sites, principally in
densely populated areas across the United States.
Disaggregation of the Company's net sales by family of business for 2018, 2017 and 2016 were as follows:
Women’s Accessories, Intimate Apparel, Shoes, Cosmetics and Fragrances... $
Women’s Apparel..............................................................................................
Men’s and Kids’................................................................................................
Home/Other (a).................................................................................................
Total
$
9,500
5,675
5,712
4,084
24,971
$
$
9,483
5,807
5,629
4,020
24,939
$
$
9,795
6,009
5,844
4,260
25,908
(a) Other primarily includes restaurant sales, certain loyalty program income and breakage income from unredeemed gift cards.
2018
2017
2016
In 2018, the Company’s subsidiaries provided various support functions to the Company’s retail operations on an
integrated, company-wide basis.
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The Company’s wholly-owned bank subsidiary, FDS Bank, provides certain collections, customer service
and credit marketing services in respect of all credit card accounts that are owned either by Department
Stores National Bank (“DSNB”), a subsidiary of Citibank, N.A., or FDS Bank and that constitute a part of
the credit programs of the Company’s retail operations.
Macy’s Systems and Technology, Inc. (“MST”), a wholly-owned indirect subsidiary of the Company,
provides operational electronic data processing and management information services to all of the
Company’s operations other than bluemercury.
Macy’s Merchandising Group, Inc. (“MMG”), a wholly-owned direct subsidiary of the Company, and its
subsidiary Macy's Merchandising Group International, LLC, are responsible for the design, development and
marketing of Macy’s private label brands and certain licensed brands. Bloomingdale’s uses MMG for a
small portion of its private label merchandise. The Company believes that its private label merchandise
differentiates its merchandise assortments from those of its competitors and delivers exceptional value to its
customers. MMG also offers its services, either directly or indirectly, to unrelated third parties.
Macy’s Logistics and Operations (“Macy’s Logistics”), a division of a wholly-owned indirect subsidiary of
the Company, provides warehousing and merchandise distribution services for the Company’s operations
and digital customer fulfillment.
The Company’s executive offices are located at 7 West Seventh Street, Cincinnati, Ohio 45202, telephone number:
(513) 579-7000 and 151 West 34th Street, New York, New York 10001, telephone number: (212) 494-1602.
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Employees
As of February 2, 2019, excluding seasonal employees, the Company had approximately 130,000 employees,
primarily including regular full-time and part-time. Because of the seasonal nature of the retail business, the number of
employees peaks in the holiday season. Approximately 7% of the Company’s employees were represented by unions as of
February 2, 2019.
Seasonality
The retail business is seasonal in nature with a high proportion of sales and operating income generated in the months
of November and December. Working capital requirements fluctuate during the year, increasing in mid-summer in
anticipation of the fall merchandising season and increasing substantially prior to the holiday season when the Company
carries significantly higher inventory levels.
Purchasing
The Company purchases merchandise from many suppliers, no one of which accounted for more than 5% of the
Company’s purchases during 2018. The Company has no material long-term purchase commitments with any of its
suppliers, and believes that it is not dependent on any one supplier. The Company considers its relations with its suppliers
to be good.
Private Label Brands and Related Trademarks
The principal private label brands currently offered by the Company include Alfani, American Rag, Aqua, Bar III,
Belgique, Charter Club, Club Room, Epic Threads, first impressions, Giani Bernini, Greg Norman for Tasso Elba, Holiday
Lane, Home Design, Hotel Collection, Hudson Park, Ideology, I-N-C, jenni, JM Collection, John Ashford, Karen Scott,
lune+aster, M-61, Maison Jules, Martha Stewart Collection, Material Girl, Morgan Taylor, Oake, Sky, Style & Co., Sutton
Studio, Tasso Elba, Thalia Sodi, the cellar, and Tools of the Trade.
The trademarks associated with the Company's aforementioned private label brands, other than American Rag, Greg
Norman for Tasso Elba, Martha Stewart Collection, Material Girl and Thalia Sodi, are owned by the Company. The
American Rag, Greg Norman, Martha Stewart Collection, Material Girl and Thalia Sodi brands are owned by third parties,
which license the trademarks associated with such brands to Macy’s pursuant to agreements. The agreements for American
Rag, Greg Norman, Material Girl, and Thalia Sodi expire at the end of 2019, while the Martha Stewart agreement has
renewal rights that extend through 2025.
Competition
The retail industry is highly competitive. The Company’s operations compete with many retail formats on the
national and local level, including department stores, specialty stores, general merchandise stores, manufacturers' outlets,
off-price and discount stores, online retailers, catalogs and television shopping, among others. The Company seeks to
attract customers by offering desirable selections, obvious value, and distinctive marketing in stores that are located in
premier locations, and by providing an exciting shopping environment and superior service through an omnichannel
experience. Other retailers may compete for customers on some or all of these bases, or on other bases, and may be
perceived by some potential customers as being better aligned with their particular preferences.
Available Information
The Company makes its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act available free of
charge through its internet website at https://www.macysinc.com as soon as reasonably practicable after it electronically
files such material with, or furnishes it to, the SEC. The SEC also maintains an internet site that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the SEC; the address of that
site is https://www.sec.gov. In addition, the Company has made the following available free of charge through its website at
https://www.macysinc.com:
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Charters of the Audit Committee, Compensation and Management Development Committee, Finance
Committee, and Nominating and Corporate Governance Committee,
Corporate Governance Principles,
Lead Independent Director Policy,
Non-Employee Director Code of Business Conduct and Ethics,
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Code of Conduct,
Standards for Director Independence,
Related Person Transactions Policy,
Method to Facilitate Receipt, Retention and Treatment of Communications, and
Proxy Access By-Laws.
Any of these items are also available in print to any shareholder who requests them. Requests should be sent to the
Corporate Secretary of Macy’s, Inc. at 7 West Seventh Street, Cincinnati, OH 45202.
Executive Officers of the Registrant
The following table sets forth certain information as of March 21, 2019 regarding the Executive Officers of the
Company:
Name
Jeff Gennette......................
Paula A. Price ....................
Harry A. Lawton III...........
Elisa D. Garcia...................
Danielle L. Kirgan .............
Felicia Williams.................
Age
57
57
44
61
43
53
Position with the Company
Chief Executive Officer, Chairman of the Board and Director
Executive Vice President and Chief Financial Officer
President
Executive Vice President, Chief Legal Officer and Secretary
Executive Vice President and Chief Human Resources Officer
Senior Vice President, Controller and Enterprise Risk Officer
Executive Officer Biographies
Jeff Gennette has been Chief Executive Officer of the Company since March 2017 and Chairman of the Board since
January 2018; prior thereto he was President from March 2014 to August 2017, Chief Merchandising Officer from
February 2009 to March 2014, Chairman and Chief Executive Officer of Macy’s West in San Francisco from February
2008 to February 2009 and Chairman and Chief Executive Officer of Seattle-based Macy’s Northwest from February 2006
through February 2008.
Paula A. Price has been Executive Vice President and Chief Financial Officer of the Company since July 2018; prior
thereto she was a full-time lecturer in the Accounting and Management Unit at Harvard Business School from January
2014 to July 2018 and Executive Vice President and Chief Financial Officer of Ahold USA from May 2009 to January
2014.
Harry (Hal) A. Lawton III has been President of the Company since September 2017; prior thereto he served as
Senior Vice President, North America at eBay, Inc. from April 2015 to September 2017 and held a number of leadership
positions at Home Depot, Inc. from 2005 to 2015, including Senior Vice President of Merchandising and head of Home
Depot’s online business.
Elisa D. Garcia has been Executive Vice President, Chief Legal Officer and Secretary of the Company since
September 2016; prior thereto she served as Chief Legal Officer of Office Depot, Inc. from December 2013 to September
2016, Executive Vice President and Secretary from July 2007 to September 2016 and General Counsel from July 2007 to
December 2013.
Danielle L. Kirgan has been Executive Vice President and Chief Human Resources Officer of the Company since
October 2017; prior thereto she served as Senior Vice President, People at American Airlines Group, Inc. from October
2016 to October 2017, Chief Human Resources Officer at Darden Restaurants, Inc. from January 2015 to October 2016 and
Senior Vice President from May 2010, Vice President, Global Human Resources at ACI Worldwide, Inc. from January
2009 to December 2009, and Vice President, Human Resources at Conagra Foods, Inc. from 2004 to 2008.
Felicia Williams has been Senior Vice President, Controller and Enterprise Risk Officer of the Company since June
2016; prior thereto she served as Senior Vice President, Finance and Risk Management from February 2011 to June 2016,
Senior Vice President, Treasury and Risk Management from September 2009 to February 2011, Vice President, Finance
and Risk Management from October 2008 to September 2009, and Vice President, Internal Audit from March 2004 to
October 2008.
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Item 1A.
Risk Factors.
In evaluating Macy's, the risks described below and the matters described in “Forward-Looking Statements” should
be considered carefully. Such risks and matters are numerous and diverse, may be experienced continuously or
intermittently, and may vary in intensity and effect. Any of such risks and matters, individually or in combination, could
have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows, as well
as on the attractiveness and value of an investment in Macy's securities.
Strategic, Operational and Competitive Risks
Our strategic initiatives may not be successful, which could negatively affect our profitability and growth.
We are pursuing strategic initiatives to achieve our objective of accelerating profitable growth in our stores and our
digital operations. This includes the adoption of new technologies, merchandising strategies and customer service
initiatives all designed to improve the shopping experience. Our ability to achieve profitable growth is subject to the
successful implementation of our strategic plans. If these investments or initiatives do not perform as expected or create
implementation or operational difficulties, we may incur impairment charges and our profitability and growth could suffer.
Our sales and operating results depend on consumer preferences and consumer spending.
The fashion and retail industries are subject to sudden shifts in consumer trends and consumer spending. Our sales
and operating results depend in part on our ability to predict or respond to changes in fashion trends and consumer
preferences in a timely manner. We develop new retail concepts and continuously adjust our industry position in certain
major and private-label brands and product categories in an effort to attract and retain customers. Any sustained failure to
anticipate, identify and respond to emerging trends in lifestyle and consumer preferences could negatively affect our
business and results of operations.
Our sales are significantly affected by discretionary spending by consumers. Consumer spending may be affected by
many factors outside of our control, including general economic conditions, consumer disposable income levels, consumer
confidence levels, the availability, cost and level of consumer debt, consumer behaviors towards incurring and paying debt,
the cost of basic necessities and other goods, the strength of the U.S. Dollar relative to foreign currencies and the effects of
the weather or natural disasters. These factors can have psychological or economic impacts on consumers that affect their
discretionary spending habits. Any decline in discretionary spending by consumers could negatively affect our business and
results of operations.
We face significant competition in the retail industry.
We conduct our retail merchandising business under highly competitive conditions. Although Macy's is one of the
nation’s largest retailers, we have numerous and varied competitors at the national and local levels, including department
stores, specialty stores, general merchandise stores, manufacturers’ outlets, off-price and discount stores, online retailers,
catalogs and television shopping, among others. Competition is characterized by many factors, including assortment,
advertising, price, quality, service, location, reputation and credit availability. Any failure by us to compete effectively
could negatively affect our business and results of operations.
We face challenges as consumers migrate to online shopping and we depend on our ability to differentiate Macy's in
retail's ever-changing environment.
As consumers continue to migrate online, we face pressures to not only compete from a price perspective with our
competitors, some of whom sell the same products, but also to differentiate Macy's to stay relevant in retail's ever-changing
environment. We continue to significantly invest in our omnichannel capabilities to provide a seamless shopping
experience to our customers between our brick and mortar locations and our online and mobile environments. Insufficient,
untimely or misguided investments in this area could significantly impact our profitability and growth and affect our ability
to attract new customers, as well as maintain our existing ones.
In addition, declining customer store traffic and migration of sales from brick and mortar stores to digital platforms
could lead to store closures, restructuring and other costs that could adversely impact our results of operations and cash
flows.
Our ability to grow depends in part on our brick and mortar stores remaining relevant to customers.
We are investing in facilities and fixtures upgrades, merchandise assortment and customer service in selected stores
to improve customer retention rates and overall customer satisfaction. Some stores are receiving targeted local marketing
plans to drive customer traffic. While these “Growth” stores have outperformed the remainder of our store fleet, there can
be no assurance that we will be able to achieve continued improvement in our brick and mortar business.
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Because we rely on the ability of our physical retail locations to remain relevant to customers, providing desirable
and sought-out shopping experiences is critical to our financial success. Changes in consumer shopping habits, financial
difficulties at other anchor tenants, significant mall vacancy issues, mall violence and new mall developments could each
adversely impact the traffic at current retail locations and lead to a decline in our financial condition or performance.
We may not be able to successfully execute our real estate strategy.
We continue to explore opportunities to monetize our real estate portfolio, including sales of stores as well as non-
store real estate such as warehouses, outparcels and parking garages. We also continue to evaluate our real estate portfolio
to identify opportunities where the redevelopment value of our real estate exceeds the value of non-strategic operating
locations. This strategy is multi-pronged and may include transactions, strategic alliances or other arrangements with mall
developers or other unrelated third-parties. Due to the cyclical nature of real estate markets, the performance of our real
estate strategy is inherently volatile and could have a significant impact on our results of operations or financial condition.
Our revenues and cash requirements are affected by the seasonal nature of our business.
Our business is seasonal, with a high proportion of revenues and operating cash flows generated during the second
half of the year, which includes the fall and holiday selling seasons. A disproportionate amount of our revenues is in the
fourth quarter, which coincides with the holiday season. Should holiday sales fall below our expectations, a
disproportionately negative impact on our results of operations could occur.
We incur significant additional expenses in the period leading up to the months of November and December in
anticipation of higher sales volume in those periods, including costs for additional inventory, advertising and employees. If
we are not successful in selling inventory, we may have to sell the inventory at significantly reduced prices or may not be
able to sell the inventory at all, which could have a material adverse effect on our results of operations and cash flows.
We depend on our ability to attract, train, develop and retain quality employees.
Our business is dependent upon attracting, training, developing and retaining quality employees. Macy's has a large
number of employees, many of whom are in entry level or part-time positions with historically high rates of turnover. The
ability to meet our labor needs while controlling costs associated with hiring and training new employees is subject to
external factors such as unemployment levels, prevailing wage rates, minimum wage legislation and changing
demographics. In addition, as a large and complex enterprise operating in a highly competitive and challenging business
environment, Macy's is highly dependent upon management personnel to develop and effectively execute successful
business strategies and tactics. Any circumstances that adversely impact our ability to attract, train, develop and retain
quality employees throughout the organization could negatively affect our business and results of operations.
We depend on the success of advertising and marketing programs.
Our business depends on effective marketing to create high customer traffic at stores and online. Macy's has many
initiatives in this area, and we often change advertising and marketing programs to attract customers and increase sales.
There can be no assurance as to our continued ability to effectively execute our advertising and marketing programs, and
any failure to do so could negatively affect our business and results of operations.
If cash flows from our private label credit card decrease, our financial and operational results may be negatively
impacted.
We previously sold most of our credit accounts and related receivables to Citibank. Following the sale, we share in
the economic performance of the credit card program with Citibank. Deterioration in economic or political conditions
could adversely affect the volume of new credit accounts, the amount of credit card program balances and the ability of
credit card holders to pay their balances. These conditions could result in Macy’s receiving lower payments under the credit
card program.
Credit card operations are subject to many federal and state laws that may impose certain requirements and
limitations on credit card providers. Citibank and our subsidiary bank, FDS Bank, may be required to comply with
regulations that may negatively impact the operation of our private label credit card. This negative impact may affect our
revenue streams derived from the sale of such credit card accounts and our financial results.
Gross margins could suffer if we are unable to effectively manage our inventory.
Our profitability depends on our ability to manage inventory levels and respond to shifts in consumer demand
patterns. Overestimating customer demand for merchandise will likely result in the need to record inventory markdowns
and sell excess inventory at clearance prices which would negatively impact our gross margins and operating results.
Underestimating customer demand for merchandise can lead to inventory shortages, missed sales opportunities and
negative customer experiences.
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Our defined benefit plan funding requirements or plan settlement expense could impact our financial results and cash
flow.
Significant changes in interest rates, decreases in the fair value of plan assets and timing and amount of benefit
payments could affect the funded status of our plans and could increase future funding requirements of the plans. A
significant increase in future funding requirements could have a negative impact on our cash flows, financial condition or
results of operations.
These plans allow eligible retiring employees to receive lump sum distributions of benefits earned. Under applicable
accounting rules, if annual lump sum distributions exceed an actuarially determined threshold of the total of the annual
service and interest costs, we would be required to recognize in the current period of operations a settlement expense of a
portion of the unrecognized actuarial loss and could have a negative impact on our results of operations.
Increases in the cost of employee benefits could impact our financial results and cash flow.
Our expenses relating to employee health benefits are significant. Unfavorable changes in the cost of such benefits
could negatively affect our financial results and cash flow. Healthcare costs have risen significantly in recent years, and
recent legislative and private sector initiatives regarding healthcare reform have resulted and could continue to result in
significant changes to the U.S. healthcare system. Due to uncertainty regarding legislative or regulatory changes, we are
not able to fully determine the impact that future healthcare reform will have on our company-sponsored medical plans.
If our company’s reputation and brand are not maintained at a high level, our operations and financial results may
suffer.
We believe our reputation and brand are partially based on the perception that we act equitably and honestly in
dealing with our customers, employees, business partners and shareholders. Our reputation and brand may be deteriorated
by any incident that erodes the trust or confidence of our customers or the general public, particularly if the incident results
in significant adverse publicity or governmental inquiry. In addition, information concerning us, whether or not true, may
be instantly and easily posted on social media platforms at any time, which information may be adverse to our reputation or
brand. The harm may be immediate without affording us an opportunity for redress or correction. If our reputation or
brand is damaged, our customers may refuse to continue shopping with us, potential employees may be unwilling to work
for us, business partners may be discouraged from seeking future business dealings with us and, as a result, our operations
and financial results may suffer.
If we are unable to protect our intellectual property, our brands and business could be damaged.
We believe that our copyrights, trademarks, trade dress, trade secrets and similar intellectual property are important
assets and key elements of our strategy, including those related to our private brand merchandise. We rely on copyright and
trademark law, trade secret protection and confidentiality agreements with our employees, consultants, vendors and others
to protect our proprietary rights. If the steps we take to protect our proprietary rights are inadequate, or if we are unable to
protect or preserve the value of our copyrights, trademarks, trade secrets and other proprietary rights for any reason, our
merchandise brands and business could be negatively affected.
Our sales and operating results could be adversely affected by product safety concerns.
If Macy's merchandise offerings do not meet applicable safety standards or consumers' expectations regarding safety,
we could experience decreased sales, increased costs and/or be exposed to legal and reputational risk. Events that give rise
to actual, potential or perceived product safety concerns could expose Macy's to government enforcement action and/or
private litigation. Reputational damage caused by real or perceived product safety concerns could negatively affect our
business and results of operations.
A shutdown or disruption in our distribution and fulfillment centers could have an adverse impact on our business and
operations.
Our business depends on the orderly receipt and distribution of merchandise and effective management of our
distribution and fulfillment centers. Unforeseen disruptions in operations due to fire, severe weather conditions, natural
disasters or other catastrophic events, labor disagreements, or other shipping problems may result in the loss or
unavailability of inventory and/or delays in the delivery of merchandise to our stores and customers.
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Technology and Data Security Risks
A material disruption in our computer systems could adversely affect our business or results of operations.
We rely extensively on our computer systems to process transactions, summarize results and manage our business.
Our computer systems are subject to damage or interruption from power outages, computer and telecommunications
failures, computer viruses, cyber-attack or other security breaches, catastrophic events such as fires, floods, earthquakes,
tornadoes, hurricanes, acts of war or terrorism, and usage errors by our employees. If our computer systems are damaged or
cease to function properly, including a material disruption in our ability to authorize and process transactions at our stores
or on our online systems, we may have to make a significant investment to fix or replace them, and we may suffer loss of
critical data and interruptions or delays in our operations. Any material interruption in our computer systems could
negatively affect our business and results of operations.
If our technology-based e-commerce systems do not function properly, our operating results could be negatively
affected.
Customers are increasingly using computers, tablets and smart phones to shop online and to do price and comparison
shopping. We strive to anticipate and meet our customers’ changing expectations and are focused on building a seamless
shopping experience across our omnichannel business. Any failure to provide user-friendly, secure e-commerce platforms
that offer a variety of merchandise at competitive prices with low cost and quick delivery options that meet customers’
expectations could place us at a competitive disadvantage, result in the loss of e-commerce and other sales, harm our
reputation with customers and have a material adverse impact on the growth of our business and our operating results.
A breach of information technology systems could adversely affect our reputation, business partner and customer
relationships and operations, and result in high costs.
Through our sales, marketing activities, and use of third-party information, we collect and store certain non-public
personal information that customers provide to purchase products or services, enroll in promotional programs, register on
websites, or otherwise communicate to us. This may include phone numbers, driver license numbers, contact preferences,
personal information stored on electronic devices, and payment information, including credit and debit card data. We
gather and retain information about employees in the normal course of business. We may share information about such
persons with vendors that assist with certain aspects of our business. In addition, our online operations depend upon the
transmission of confidential information over the Internet, such as information permitting cashless payments.
We employ safeguards for the protection of this information and have made significant investments to secure access
to our information technology network. For instance, we have implemented authentication protocols, installed firewalls
and anti-virus/anti-malware software, conducted continuous risk assessments, and established data security breach
preparedness and response plans. We also employ encryption and other methods to protect our data, promote security
awareness with our associates and work with business partners in an effort to create secure and compliant systems.
However, these protections may be compromised as a result of third-party security breaches, burglaries, cyberattacks,
errors by employees or employees of third-party vendors, or contractors, misappropriation of data by employees, vendors
or unaffiliated third-parties, or other irregularities that may result in persons obtaining unauthorized access to company
data.
Retail data frequently targeted by cybercriminals includes consumer credit card data, personally identifiable
information, including social security numbers, and health care information. For retailers, point of sale and e-commerce
websites are often attacked through compromised credentials, including those obtained through phishing, vishing and
credential stuffing. Other methods of attack include advanced malware, the exploitation of software and operating
vulnerabilities, and physical device tampering/skimming at card reader units. We believe these attack methods will
continue to evolve.
Despite instituting controls for the protection of such information, no commercial or government entity can be
entirely free of vulnerability to attack or compromise given that the techniques used to obtain unauthorized access, disable
or degrade service change frequently. During the normal course of business, we have experienced and expect to continue to
experience attempts to compromise our information systems. Unauthorized parties may attempt to gain access to our
systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of
deception to employees, contractors, vendors and temporary staff. We may be unable to protect the integrity of our systems
or company data. An alleged or actual unauthorized access or unauthorized disclosure of non-public personal information
could:
9
• materially damage our reputation and brand, negatively affect customer satisfaction and loyalty, expose us to
individual claims or consumer class actions, administrative, civil or criminal investigations or actions, and
infringe on proprietary information; and
• cause us to incur substantial costs, including costs associated with remediation of information technology systems,
customer protection costs and incentive payments for the maintenance of business relationships, litigation costs,
lost revenues resulting from negative changes in consumer shopping patterns, unauthorized use of proprietary
information or the failure to retain or attract customers following an attack. While we maintain insurance coverage
that may, subject to policy terms and conditions, cover certain aspects of cyber risks, such insurance coverage may
be unavailable or insufficient to cover all losses or all types of claims that may arise in the continually evolving
area of cyber risk.
Supply Chain and Third Party Risks
We depend upon designers, vendors and other sources of merchandise, goods and services. Our business could be
affected by disruptions in, or other legal, regulatory, political or economic issues associated with, our supply network.
Our relationships with established and emerging designers have been significant contributors to Macy's past success.
Our ability to find qualified vendors and access products in a timely and efficient manner is often challenging, particularly
with respect to goods sourced outside the United States. We source the majority of our merchandise from manufacturers
located outside the U.S., primarily Asia. Any major changes in tax policy, such as the disallowance of tax deductions for
imported merchandise could have a material adverse effect on our business, results of operations and liquidity.
The procurement of all our goods and services are subject to the effects of price increases which we may or may not
be able to pass through to our customers. In addition, our procurement of goods and services from outside the U.S. is
subject to risks associated with political or financial instability, trade restrictions, tariffs, currency exchange rates, transport
capacity and costs and other factors relating to foreign trade. All of these factors may affect our ability to access suitable
merchandise on acceptable terms, are beyond our control and could negatively affect our business and results of operations.
On September 18, 2018, the Office of the U.S. Trade Representative announced that the current U.S. Administration
would impose a 10% tariff on approximately $200 billion worth of imports from China into the U.S. effective September
24, 2018, which was expected to increase to 25% starting January 1, 2019. On December 19, 2018, the U.S. Trade
representative announced a modification to the effective date of the 25% tariffs on China goods from January 1, 2019 to
March 2, 2019. We are evaluating the potential impact of the effective and proposed tariffs as well as other recent changes
in foreign trade policy on our supply chain, costs, sales and profitability and are considering strategies to mitigate such
impact, including reviewing sourcing options and working with our vendors and merchants. While it is too early to predict
how these changes in foreign trade policy and any recently enacted, proposed and future tariffs on products imported by us
from China will affect our business, these changes could negatively impact our business and results of operations if they
seriously disrupt the movement of products through our supply chain or increase their cost. In addition, while we may be
able to shift our sourcing options, executing such a shift would be time consuming and would be difficult or impracticable
for many products and may result in an increase in our manufacturing costs. The adoption and expansion of trade
restrictions, retaliatory tariffs, or other governmental action related to tariffs or international trade agreements or policies
has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and/or the U.S.
economy, which in turn could adversely impact our results of operations and business.
Disruption of global sourcing activities and quality concerns over our own brands could negatively impact brand
reputation and earnings.
Economic and civil unrest in areas of the world where we source products, as well as shipping and dockage issues,
could adversely impact the availability or cost of our products, or both. Most of Macy’s goods imported to the U.S. arrive
from Asia through ports located on the U.S. west coast and are subject to potential disruption due to labor unrest, security
issues or natural disasters affecting any or all of these ports. In addition, in recent years, we have substantially increased
the number and types of merchandise that are sold under Macy’s proprietary brands. While we have focused on the quality
of our proprietary branded products, we rely on third-parties to manufacture these products. Such third-party
manufacturers may prove to be unreliable, the quality of our globally sourced products may vary from expectations and
standards, the products may not meet applicable regulatory requirements which may require us to recall these products, or
the products may infringe upon the intellectual property rights of third-parties. We face challenges in seeking indemnities
from manufacturers of these products, including the uncertainty of recovering on such indemnity and the lack of
understanding by manufacturers of U.S. product liability laws in certain foreign jurisdictions.
10
Parties with whom Macy's does business may be subject to insolvency risks or may otherwise become unable or
unwilling to perform on their obligations to us.
Macy's is a party to contracts, transactions and business relationships with various third parties, including, without
limitation, vendors, suppliers, service providers, lenders and participants in joint ventures, strategic alliances and other joint
commercial relationships, pursuant to which such third parties have performance, payment and other obligations to Macy's.
In some cases, we depend upon such third parties to provide essential leaseholds, products, services or other benefits,
including with respect to store and distribution center locations, merchandise, advertising, software development and
support, logistics, other agreements for goods and services to operate our business in the ordinary course, extensions of
credit, credit card accounts and related receivables, and other vital matters. Current economic, industry and market
conditions could result in increased risks to Macy's associated with the potential financial distress or insolvency of such
third parties. If any of these third parties were to become subject to bankruptcy, receivership or similar proceedings, the
rights and benefits with respect to our contracts, transactions and business relationships with such third parties could be
terminated, modified in a manner adverse to us, or otherwise impaired. We may be unable to arrange for alternate or
replacement contracts, transactions or business relationships on terms as favorable as existing contracts, transactions or
business relationships. Our inability to do so could negatively affect our cash flows, financial condition and results of
operations.
Global, Legal and External Risks
Macy’s business is subject to unfavorable economic and political conditions and other related risks.
Unfavorable global, domestic or regional economic or political conditions and other developments and risks could
negatively affect our business and results of operations. For example, unfavorable changes related to interest rates, rates of
economic growth, fiscal and monetary policies of governments, inflation, deflation, consumer credit availability, consumer
debt levels, consumer debt payment behaviors, tax rates and policy, unemployment trends, energy prices, and other matters
that influence the availability and cost of merchandise, consumer confidence, spending and tourism could negatively affect
our business and results of operations. In addition, unstable political conditions, civil unrest, terrorist activities and armed
conflicts may disrupt commerce and could negatively affect our business and results of operations.
Our effective tax rate is impacted by a number of factors, including changes in federal or state tax law, interpretation
of existing laws and the ability to defend and support the tax positions taken on historical tax returns. Certain changes in
any of these factors could materially impact the effective tax rate and net income.
Our business could be affected by extreme weather conditions, regional or global health pandemics or natural disasters.
Extreme weather conditions in the areas in which our stores are located could negatively affect our business and
results of operations. For example, frequent or unusually heavy snowfall, ice storms, rainstorms or other extreme weather
conditions over a prolonged period could make it difficult for our customers to travel to our stores and thereby reduce our
sales and profitability. Our business is also susceptible to unseasonable weather conditions. For example, extended periods
of unseasonably warm temperatures during the winter season or cool weather during the summer season could reduce
demand for a portion of our inventory and thereby reduce our sales and profitability. In addition, extreme weather
conditions could result in disruption or delay of production and delivery of materials and products in our supply chain and
cause staffing shortages in our stores.
Our business and results of operations could also be negatively affected if a regional or global health pandemic were
to occur, depending upon its location, duration and severity. Customers might avoid public places, such as our stores, or in
extreme cases governments might limit or ban public gatherings or travel. A regional or global health pandemic might also
result in disruption or delay of production and delivery of materials and products in our supply chain and cause staffing
shortages in our stores.
Natural disasters such as hurricanes, tornadoes and earthquakes, or a combination of these or other factors, could
damage or destroy our facilities or make it difficult for customers to travel to our stores, thereby negatively affecting our
business and results of operations.
Litigation, legislation or regulatory developments could adversely affect our business and results of operations.
We are subject to various federal, state and local laws, rules, regulations, inquiries and initiatives in connection with
both our core business operations and our credit card and other ancillary operations (including the Credit Card Act of 2009
and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010). Recent and future developments relating to
such matters could increase our compliance costs and adversely affect the profitability of our credit card and other
11
operations. We are also subject to anti-bribery, customs, child labor, truth-in-advertising and other laws, including
consumer protection regulations and zoning and occupancy ordinances that regulate retailers generally and/or govern the
importation, promotion and sale of merchandise and the operation of retail stores and warehouse facilities. Although we
undertake to monitor changes in these laws, if these laws change without our knowledge, or are violated by importers,
designers, manufacturers, distributors or agents, we could experience delays in shipments and receipt of goods or be
subject to fines or other penalties under the controlling regulations, any of which could negatively affect our business and
results of operations. In addition, we are regularly involved in various litigation matters that arise in the ordinary course of
our business. Adverse outcomes in current or future litigation could negatively affect our financial condition, results of
operations and cash flows.
Financial Risks
Inability to access capital markets could adversely affect our business or financial condition.
Changes in the credit and capital markets, including market disruptions, limited liquidity and interest rate
fluctuations, may increase the cost of financing or restrict our access to this potential source of future liquidity. A decrease
in the ratings that rating agencies assign to Macy’s short and long-term debt may negatively impact our access to the debt
capital markets and increase our cost of borrowing. In addition, our bank credit agreements require us to maintain specified
interest coverage and leverage ratios. Our ability to comply with the ratios may be affected by events beyond our control,
including prevailing economic, financial and industry conditions. If our results of operations or operating ratios deteriorate
to a point where we are not in compliance with our debt covenants, and we are unable to obtain a waiver, much of our debt
would be in default and could become due and payable immediately. Our assets may not be sufficient to repay in full this
indebtedness, resulting in a need for an alternate source of funding. We cannot make any assurances that we would be able
to obtain such an alternate source of funding on satisfactory terms, if at all, and our inability to do so could cause the
holders of our securities to experience a partial or total loss of their investments in Macy's.
Factors beyond our control could affect Macy's stock price.
Macy’s stock price, like that of other retail companies, is subject to significant volatility because of many factors,
including factors beyond our control. These factors may include:
•
•
•
•
•
•
•
general economic, stock, credit and real estate market conditions;
risks relating to Macy’s business and industry, including those discussed above;
strategic actions by us or our competitors;
adverse business announcements by our competitors;
variations in our quarterly results of operations;
future sales or purchases of Macy’s common stock; and
investor perceptions of the investment opportunity associated with Macy’s common stock relative to
other investment alternatives.
We may fail to meet the expectations of our stockholders or of analysts at some time in the future. If the analysts who
regularly follow Macy’s stock lower their rating or lower their projections for future growth and financial performance,
Macy’s stock price could decline. Also, sales of a substantial number of shares of Macy’s common stock in the public
market or the appearance that these shares are available for sale could adversely affect the market price of Macy’s common
stock.
Item 1B.
Unresolved Staff Comments.
None.
12
Item 2.
Properties.
The properties of the Company consist primarily of stores and related facilities, including a logistics network. The
Company also owns or leases other properties, including corporate office space in Cincinnati and New York and other
facilities at which centralized operational support functions are conducted. As of February 2, 2019, the operations of the
Company included 867 stores in 43 states, the District of Columbia, Puerto Rico and Guam, comprising a total of
approximately 126 million square feet. Of such stores, 360 were owned, 386 were leased, 117 stores were operated under
arrangements where the Company owned the building and leased the land and four stores were comprised of partly owned
and partly leased buildings. All owned properties are held free and clear of mortgages. Pursuant to various shopping center
agreements, the Company is obligated to operate certain stores for periods of up to 15 years. Some of these agreements
require that the stores be operated under a particular name. Most leases require the Company to pay real estate taxes,
maintenance and other costs; some also require additional payments based on percentages of sales and some contain
purchase options. Certain of the Company’s real estate leases have terms that extend for a significant number of years and
provide for rental rates that increase or decrease over time.
The Company's operations were conducted through the following branded store locations:
Macy's....................................................................................................
Bloomingdale's ......................................................................................
bluemercury...........................................................................................
Store count activity was as follows:
2018
2017
2016
649
55
163
867
660
55
137
852
2018
2017
2016
Store count at beginning of fiscal year ..................................................
Stores opened or acquired .....................................................................
Stores closed or consolidated into existing centers ...............................
Store count at end of fiscal year ............................................................
852
27
(12)
867
829
38
(15)
852
673
55
101
829
868
27
(66)
829
Additional information about the Company’s stores as of February 2, 2019 is as follows:
Geographic Region
North Central................................................................................
Northeast ......................................................................................
Northwest .....................................................................................
South.............................................................................................
Southwest .....................................................................................
Total
Owned
Leased
144
258
136
195
134
867
76
84
43
110
47
360
48
144
71
60
63
386
Subject to
a Ground
Lease
Partly
Owned
and Partly
Leased
19
30
20
25
23
117
1
—
2
—
1
4
The five geographic regions detailed in the foregoing table are based on the Company’s Macy’s-branded operational
structure. The Company’s retail stores are located at urban or suburban sites, principally in densely populated areas across
the United States.
13
Additional information about the Company’s logistics network as of February 2, 2019 is as follows:
Location
Cheshire, CT....................................................................................
Primary Function
Direct to customer
Chicago, IL ......................................................................................
Denver, CO......................................................................................
Stores
Stores
Goodyear, AZ ..................................................................................
Direct to customer
Hayward, CA...................................................................................
Houston, TX ....................................................................................
Joppa, MD .......................................................................................
Kapolei, HI ......................................................................................
Los Angeles, CA..............................................................................
Stores
Stores
Stores
Stores
Stores
Martinsburg, WV.............................................................................
Direct to customer
Miami, FL........................................................................................
Stores
Portland, TN ....................................................................................
Direct to customer
Raritan, NJ.......................................................................................
Stores
Sacramento, CA...............................................................................
Direct to customer
Secaucus, NJ....................................................................................
South Windsor, CT ..........................................................................
Stone Mountain, GA........................................................................
Tampa, FL........................................................................................
Stores
Stores
Stores
Stores
Tulsa, OK.........................................................................................
Direct to customer
Tukwila, WA....................................................................................
Union City, CA................................................................................
Youngstown, OH .............................................................................
Stores
Stores
Stores
Owned or
Leased
Square Footage
(thousands)
Owned
Owned
Leased
Owned
Owned
Owned
Owned
Leased
Owned
Owned
Leased
Owned
Owned
Leased
Leased
Owned
Owned
Owned
Owned
Leased
Leased
Owned
700
861
20
1,560
386
1,124
850
260
1,178
2,060
535
1,455
980
385
675
670
1,000
670
2,195
500
165
851
Item 3.
Legal Proceedings.
The Company and its subsidiaries are involved in various proceedings that are incidental to the normal course of their
businesses. As of the date of this report, the Company does not expect that any of such proceedings will have a material
adverse effect on the Company’s financial position or results of operations.
14
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
The Company's common stock is listed on the NYSE under the trading symbol “M.” As of February 2, 2019, the
Company had approximately 14,625 stockholders of record.
The declaration and payment of future dividends will be at the discretion of the Company’s Board of Directors, are
subject to restrictions under the Company’s credit facility and may be affected by various other factors, including the
Company’s earnings, financial condition and legal or contractual restrictions.
The following table provides information regarding the Company’s purchases of common stock during the fourth
quarter of 2018.
November 4, 2018 - December 1, 2018.........................
December 2, 2018 - January 5, 2019 .............................
January 6, 2019 - February 2, 2019 ...............................
Total
Number
of Shares
Purchased
(thousands)
Average
Price per
Share ($)
Number of Shares
Purchased under
Program (1)
Open
Authorization
Remaining ($)(1)
(thousands)
(millions)
—
—
—
—
—
—
—
—
—
—
—
—
1,716
1,716
1,716
___________________
(1) Commencing in January 2000, the Company’s Board of Directors has from time to time approved authorizations to
purchase, in the aggregate, up to $18 billion of Common Stock. All authorizations are cumulative and do not have an
expiration date. As of February 2, 2019, $1,716 million of authorization remained unused. The Company may
continue, discontinue or resume purchases of Common Stock under these or possible future authorizations in the open
market, in privately negotiated transactions or otherwise at any time and from time to time without prior notice.
15
The following graph compares the cumulative total stockholder return on the Company's common stock with the
Standard & Poor's 500 Composite Index and the Company's peer group for the period from February 1, 2014 through
February 2, 2019, assuming an initial investment of $100 and the reinvestment of all dividends, if any.
The companies included in the peer group are Bed, Bath & Beyond, Dillard's, Gap, J.C. Penney, Kohl's, L Brands,
Nordstrom, Ross Stores, Sears Holdings, Target, TJX Companies and Wal-Mart.
16
Item 6.
Selected Financial Data.
The selected financial data set forth below should be read in conjunction with the Consolidated Financial Statements
and the notes thereto and the other information contained elsewhere in this report. The Company adopted the Financial
Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with
Customers, on February 4, 2018 using the full retrospective transition method and recast results from 2017 and 2016.
Results from periods prior to 2016 have not been recast for the adoption of this standard.
2018
2017*
2016
2015
2014
(millions, except per share)
Consolidated Statement of Income Data:
Net sales ...................................................................................... $
24,971
$
24,939
$
25,908
$
27,079
$
Gross margin (a) .........................................................................
Operating income........................................................................
Net income ..................................................................................
Net income attributable to Macy's, Inc. shareholders .................
9,756
1,738
1,098
1,108
Basic earnings per share attributable to
Macy's, Inc. shareholders ............................................................... $
3.60
Diluted earnings per share attributable to
Macy's, Inc. shareholders ............................................................... $
Average number of shares outstanding................................................
3.56
307.7
Cash dividends paid per share.............................................................. $
1.5100
Depreciation and amortization............................................................. $
Capital expenditures............................................................................. $
Balance Sheet Data (at year end):
Cash and cash equivalents .......................................................... $
Property and equipment - net......................................................
Total assets..................................................................................
Short-term debt ...........................................................................
Long-term debt............................................................................
Total Shareholders’ equity ..........................................................
962
932
1,162
6,637
19,194
43
4,708
6,436
$
$
$
$
$
$
___________________
* 53 weeks
(a) Gross margin is defined as net sales less cost of sales.
9,758
1,864
1,555
1,566
5.13
5.10
305.4
1.5100
991
760
1,455
6,672
19,583
22
5,861
5,733
$
$
$
$
$
$
10,242
1,371
619
627
2.03
2.02
308.5
1.4925
1,058
912
1,297
7,017
20,082
309
6,562
4,375
$
$
$
$
$
$
10,583
2,028
1,070
1,072
3.26
3.22
328.4
1.3925
1,061
1,113
1,109
7,616
20,576
642
6,995
4,253
$
$
$
$
$
$
28,105
11,242
2,773
1,526
1,526
4.30
4.22
355.2
1.1875
1,036
1,068
2,246
7,800
21,330
76
7,233
5,378
17
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The discussion in this Item 7 should be read in conjunction with the Consolidated Financial Statements and the
related notes included elsewhere in this report. The discussion in this Item 7 contains forward-looking statements that
reflect the Company's plans, estimates and beliefs. The Company's actual results could materially differ from those
discussed in these forward-looking statements. Factors that could cause or contribute to those differences include, but are
not limited to, those discussed below and elsewhere in this report, particularly in “Risk Factors” and “Forward-Looking
Statements.”
Company Overview
The Company is an omnichannel retail organization operating stores, websites and mobile applications under three
brands (Macy's, Bloomingdale's and bluemercury) that sell a wide range of merchandise, including apparel and accessories
(men's, women's and kids'), cosmetics, home furnishings and other consumer goods. The Company operates 867 stores in
43 states, the District of Columbia, Puerto Rico and Guam. As of February 2, 2019, the Company's operations were
conducted through Macy's, Bloomingdale's, Bloomingdale’s The Outlet, Macy’s Backstage, and bluemercury, which are
aggregated into one reporting segment in accordance with the FASB Accounting Standards Codification (“ASC”) Topic
280, Segment Reporting.
Bloomingdale's in Dubai, United Arab Emirates and Al Zahra, Kuwait are operated under a license agreement with Al
Tayer Insignia, a company of the Al Tayer Group, LLC.
Strategic Initiatives and 2018 Summary
The Company continues to implement its North Star strategy to transform its omnichannel business and focus on key
growth areas, embrace customer centricity, and optimize value in its real estate portfolio. The components to this strategy
are:
1.
2.
From Familiar to Favorite includes everything the Company does to further its brand awareness and identity to
its core customers. Actions include understanding and anticipating customers’ needs, strengthening the
Company's fashion authority and executing initiatives around its loyalty and pricing strategies. It celebrates the
Company's iconic events and includes strategies to appeal to more value-oriented customers.
It Must Be Macy’s encompasses delivering the products and experiences customers love and are exclusive to the
Company. This includes styles and home fashion for every day and special occasions, from the Company's leading
private brands, as well as exclusive national brands or assortments.
3. Every Experience Matters, in-store and online. The Company's competitive advantage is the ability to combine
the human touch in its physical stores with cutting-edge technology in its mobile applications and websites. Key
to this point is the enhancement of a customer's experience as they explore the Company's stores, mobile
applications and websites, find their favorite styles, sizes and colors, and receive their purchases through the
shopping channels they prefer.
4.
Funding our Future represents the decisions and actions the Company takes to identify and realize resources to
fuel growth. This involves a focus on cost reduction and reinvestment as well as creating value from the
Company's real estate portfolio.
5. What’s New, What’s Next explores and develops innovations to turn consumer and technology trends to the
Company's advantage and to drive growth. This includes exploring previously unmet customer needs and making
smart investment decisions based on customer insights and analytics.
During 2018, the Company completed the foundational work for five key strategic initiatives underlying components
of the North Star strategy. This activity resulted in positive contributions from each initiative during the fiscal year.
•
•
The Macy's Star Rewards loyalty program marked its one-year anniversary and continued to offer improved
benefits to its members, including exclusive experiences for the program's platinum loyalty members. Loyalty
program members are shopping more and spending more in total, resulting in increased penetration of the
Company's proprietary credit card. Additionally, a tender-neutral option was launched during 2018, resulting in
the addition of more than three million new members to the loyalty program.
Continuing the aggressive expansion of Backstage, Macy's mall-based off-price business, the Company opened
more than 120 new Backstage locations within Macy’s stores. This expansion brings the total Backstage locations
18
•
•
•
to 172 (seven freestanding and 165 inside Macy's stores) as of February 2, 2019. The Company will expand to at
least 45 more Backstage locations within Macy's stores in 2019.
The Company enhanced customer options for pick-up, delivery and checkout at Macy's, including the expansion
of Buy Online Pickup in Stores ("BOPS"), launch of Buy Online Ship to Store ("BOSS") and creation of At Your
Service stations in all stores.
The Company's vendor direct program (merchandise purchased from the Company's websites and digital
applications and shipped directly to customers from the respective vendor) continued its expansion during 2018,
with increased assortment and the addition of new categories and brands. This program will continue its
expansion into more categories and brands in 2019.
The Growth50 locations (a mix of stores where the Company accelerated a number of successful store initiatives,
such as facility upgrades, merchandising strategies, and localized marketing) contributed to the strong operating
results for 2018, with sales results outperforming the other Macy's locations. As a result of the performance of the
Growth50 locations, the Company will expand the initiative to another 100 stores in 2019, creating the
Growth150.
2018 was also a year of innovation. The Company acquired STORY and invested in b8ta to integrate in-store
experiences with innovative technology and increase customer engagement. STORY is a concept store in New York City
that reinvents itself every few weeks to attract new customers and retain existing ones. b8ta is a technology-powered
retailer whose software platform provides an automated and seamless experience for emerging brands launching a physical
retail presence. This technology platform allows the Company to implement its Market @ Macy's concept, also launched
during 2018, across its store base at a faster pace. The Company also delivered the first national virtual reality roll-out in
retail, opening over 100 virtual reality furniture galleries in 2018.
The Company will carry three of its 2018 strategic initiatives forward into 2019 (Growth150, Backstage, and vendor
direct) and will add two new initiatives: 1) the enhancement of the Company's mobile platforms and 2) investment in
destination businesses comprising six merchandise categories (dresses, fine jewelry, big ticket, men's tailored, women's
shoes and beauty).
As part of the Company's commitment to increased productivity to fund investment in the business, in February 2019
the Company launched a comprehensive, multi-year program focused on growing its profitability rate by improving
productivity across the enterprise. The program includes initiatives to improve margin through enhanced inventory
planning and operations, supply chain efficiencies, pricing optimization, improved private brand sourcing and customer
acquisition and retention strategies.
As an initial step, the Company developed a plan in 2018 that reduces the complexity of the upper management
structure to increase the speed of decision making, reduce costs and respond to changing customer expectations. Beginning
in 2019, the Company expects the announced restructuring actions to generate annual expense savings of $100 million. In
addition to the expected 2019 savings, the Company anticipates that these activities will fuel the productivity plan over the
next three to five years and contribute significantly to profitable growth. For 2018, the Company recorded expense of
approximately $80 million of severance and other human resource-related costs associated with these restructuring
activities.
In 2018, the Company continued to execute on its real estate strategy through both monetization and redevelopment
of certain assets. Overall, the Company had asset sale gains of $389 million, totaling $474 million in cash proceeds in
2018. Included in these gains and proceeds are the sale of the former I. Magnin building in Union Square San Francisco,
the sale of the upper seven floors of the Macy's State Street store in Chicago, as well as the continued recognition of the
deferred gain from Macy's Brooklyn transaction executed in 2015.
During 2018, the Company announced a retail store strategy for Macy's that focuses on identifying a scalable
investment strategy for all of the brand's stores, improving the customer's experience and growing total sales profitably.
This strategy includes categorization of the Company's Macy's stores into three groups: Flagship, Magnet and
Neighborhood stores.
•
Flagship stores include Herald Square and 10 other regional flagship stores which serve as premier retail
destinations within their respective regions.
• Magnet stores are retail destinations within major markets that offer an expanded selection of merchandise.
Included within these stores are the Growth50 stores, which, as noted previously, will be expanded to another 100
stores in 2019.
19
• Neighborhood stores are smaller locations that are visited primarily for convenience and on-line order fulfillment.
Bloomingdale's had a strong 2018, including an improved trend in stores performance and online growth. Notably,
the renovation of Bloomingdale’s flagship store at 59th Street brought new energy, products and experiences to this
location, serving as a shopping destination for both locals and tourists.
The Company continued its growth of its luxury beauty products and spa retailer, bluemercury, by opening additional
freestanding bluemercury stores in urban and suburban markets and adding bluemercury products and boutiques to Macy's
stores. As of February 2, 2019, the Company is operating 183 bluemercury locations (163 freestanding and 20 inside
Macy's stores).
In January 2019, the Company ended the joint venture with Fung Retailing Limited after winding down the
operations of Macy's China Limited earlier in 2018. In conjunction with the termination of the joint venture, the Company
acquired the noncontrolling interest in Macy's China Limited from Fung Retailing Limited, resulting in one hundred
percent ownership. For the period of time prior to the acquisition of the noncontrolling interest, Fung Retailing Limited's
thirty-five percent proportionate share of the results of Macy's China Limited was reported as noncontrolling interest in the
Consolidated Financial Statements.
Overview of 2018 Financial Results
2018 saw the execution of the Company's North Star strategy which resulted in healthier stores and continued e-
commerce growth. 2018 ended with a solid fourth quarter and selected results of 2018 include:
• Net sales increased 0.1% compared to 2017, which included a 53rd week of operations.
• Comparable sales on an owned basis increased 1.7% and comparable sales on an owned plus licensed basis
increased 2.0%.
• Asset sale gains decreased $155 million to $389 million compared to 2017.
• Federal, state, and local income tax expense for 2018 was $322 million compared to a benefit of $39 million in
2017, which included a non-cash tax benefit of $584 million associated with the remeasurement of the
Company's deferred tax balances due to U.S. federal tax reform enacted in 2017. As a result of U.S. federal tax
reform, the Company's federal statutory effective tax rate declined to 21% in January 2018 from 35%.
• Net income attributable to Macy's, Inc. shareholders for 2018 was $1,108 million, a decrease of $458 million
from $1,566 million in 2017.
• Diluted earnings per share attributable to Macy's, Inc. shareholders decreased to $3.56 in 2018 compared to
$5.10 in 2017. Excluding restructuring, impairment, store closing and other costs, settlement charges, losses and
gains on early retirement of debt and the deferred tax effects of U.S. federal tax reform, adjusted diluted earnings
per share attributable to Macy's, Inc. shareholders increased to $4.18 in 2018 from $3.79 in 2017. In addition,
excluding asset sales gains, adjusted diluted earnings per share attributable to Macy's, Inc. shareholders increased
to $3.26 in 2018 from $2.69 in 2017.
• Earnings before interest, taxes, depreciation and amortization excluding restructuring, impairment, store closing
and other costs and settlement charges ("Adjusted EBITDA") was $2,877 million in 2018, as compared to $3,109
million in 2017.
• Return on invested capital ("ROIC"), a key measure of operating productivity, was 19.9% for 2018 compared to
20.8% for 2017.
• The Company repurchased $1,094 million of debt in 2018, consisting of $344 million of debt repurchased in the
open market and $750 million of debt repurchased in a tender offer ("tender offer").
See pages 29 to 32 for reconciliations of the non-GAAP financial measures presented above to the most comparable
U.S. generally accepted accounting principles ("GAAP") financial measures and other important information.
20
Results of Operations
Net sales .................................................................
Increase (decrease) in comparable sales .............
Credit card revenues, net ........................................
Cost of sales ...........................................................
Selling, general and administrative expenses.........
Gains on sale of real estate .....................................
Restructuring, impairment, store closing and
other costs ...........................................................
Operating income ...................................................
Benefit plan income, net.........................................
Settlement charges..................................................
Interest expense - net..............................................
Gains (losses) on early retirement of debt..............
Income before income taxes...................................
Federal, state and local income tax benefit
(expense).............................................................
Net income .............................................................
Net loss attributable to noncontrolling interest ......
Net income attributable to Macy's, Inc.
shareholders ........................................................
2018
2017
2016
Amount
% to
Sales
Amount
% to
Sales
Amount
% to
Sales
(dollars in millions, except per share figures)
$ 24,971
$ 24,939
$ 25,908
1.7 %
768
3.1 %
(2.2) %
702
2.8 %
(3.5) %
656
2.5 %
(15,215)
(9,039)
389
(60.9) % (15,181)
(36.2) % (8,954)
544
1.5 %
(60.9) % (15,666)
(35.9) % (9,257)
209
2.2 %
(60.5) %
(35.7) %
0.8 %
(136)
1,738
39
(88)
(236)
(33)
1,420
(322)
1,098
10
(186)
(0.5) %
7.0 % 1,864
(0.7) %
7.5 %
(479)
1,371
(1.8) %
5.3 %
57
(105)
(310)
10
1,516
39
1,555
11
55
(98)
(363)
—
965
(346)
619
8
$ 1,108
4.4 % $ 1,566
6.3 % $
627
2.4 %
Diluted earnings per share attributable to
Macy's, Inc. shareholders....................................
$
3.56
$
5.10
$
2.02
Supplemental Financial Measure ...........................
Gross margin ..........................................................
$ 9,756
39.1 % $ 9,758
39.1 % $ 10,242
39.5 %
Supplemental Non-GAAP Financial Measures
Increase (decrease) in comparable sales on
an owned plus licensed basis ..............................
2.0 %
(1.9) %
(2.9) %
Adjusted diluted earnings per share attributable to
Macy's, Inc. shareholders....................................
Adjusted EBITDA..................................................
ROIC ......................................................................
$
4.18
$ 2,877
$
3.79
$ 3,109
$
3.14
$ 2,971
19.9 %
20.8 %
18.5 %
See pages 29 to 32 for a reconciliation of these non-GAAP financial measures to their most comparable GAAP financial
measure and for other important information.
Store information (at year-end):
Stores operated....................................................
Square footage (in millions) ...............................
867
126.0
852
127.7
829
130.2
21
Comparison of 2018 and 2017
Net Sales and Comparable Sales
Net sales for 2018 were $24,971 million, an increase of $32 million, or 0.1%, from 2017, which included a 53rd
week of operations. The increase in comparable sales on an owned basis, which excludes the 53rd week of sales in 2017,
for 2018 was 1.7% compared to 2017. The increase in comparable sales on an owned plus licensed basis for 2018 was
2.0% compared to 2017. Geographically, sales in 2018 were strongest in the South, Southwest and Northeast regions of the
country. Digital sales continued to be strong in 2018 and experienced double digit growth. By family of business, sales in
2018 were strongest in active apparel, fine jewelry, fragrances, men's tailored clothing, kids', women's shoes, dresses and
furniture. Sales in 2018 were less strong in women's sportswear collections, handbags, fashion watches and color
cosmetics. Sales of the Company's private label brands represented approximately 20% of net sales in the Macy's-branded
operations in both 2018 and 2017.
Credit Card Revenues, Net
Net credit card revenues were $768 million for 2018, an increase of $66 million compared to $702 million recognized
in 2017. Increased proprietary card usage driven by the enhanced Macy's Star Rewards loyalty program and higher
consumer credit balances drove the favorable results. Proprietary card penetration increased to 46.9% in 2018 from 46.2%
in 2017.
Cost of Sales
Cost of sales for 2018 increased $34 million from 2017. The cost of sales rate as a percent to net sales of 60.9% in
2018 was flat to 2017, primarily due to lower merchandise costs, including lower markdowns, which offset higher delivery
expenses associated with the Company's omnichannel activities, free shipping promotions and loyalty programs.
Selling, General, and Administrative (SG&A) Expenses
SG&A expenses for 2018 increased $85 million from 2017 and the SG&A rate as a percent to net sales increased 30
basis points to 36.2% as compared to 2017. The dollar and rate increase compared to 2017 was primarily reflective of
investments in the Company's strategic initiatives, technology and the Company's new employee incentive plan. In
addition, advertising expense, net of cooperative advertising allowances, increased to $1,162 million in 2018 from $1,108
million in 2017.
Gains on Sale of Real Estate
The Company recognized gains of $389 million in 2018 associated with sales of real estate, as compared to $544
million in 2017. 2018 included gains of $178 million related to the I. Magnin building in Union Square San Francisco and
$58 million related to the continued recognition of the deferred gain from the Macy's Brooklyn transaction which closed in
2015. 2017 included gains of $234 million related to the Macy's Union Square location, $71 million related to the Macy's
Brooklyn transaction, $47 million related to the downtown Minneapolis properties and $40 million related to the
downtown Seattle Macy's location.
Restructuring, Impairment, Store Closing and Other Costs
Restructuring, impairment, store closing and other costs for 2018 and 2017 of $136 million and $186 million,
respectively, included severance and other human resource-related costs, asset impairment charges and other costs
associated with organizational changes and store closings. 2018 included costs and expenses primarily associated with the
organizational changes and store closings announced in January 2019, while 2017 included costs and expenses primarily
associated with the organizational changes and store closings announced in August 2017 and January 2018.
Benefit Plan Income, Net
2018 and 2017 included $39 million and $57 million, respectively, of non-cash net benefit plan income relating to the
Company's defined benefit plans. This income includes the net of: interest cost, expected return on plan assets and
amortization of prior service costs or credits and actuarial gains and losses.
Settlement Charges
$88 million and $105 million of non-cash settlement charges were recognized in 2018 and 2017, respectively. These
charges relate to the pro-rata recognition of net actuarial losses associated with the Company’s defined benefit retirement
22
plans and are the result of an increase in lump sum distributions associated with retiree distribution elections and
restructuring activity.
Net Interest Expense
Net interest expense, excluding losses and gains on early retirement of debt, for 2018 decreased $74 million from
2017. This decrease was primarily driven by the reduction in the Company's debt resulting from the tender offer
repurchases in 2017 and open market repurchases in 2018.
Losses and Gains on Early Retirement of Debt
In 2018, the Company repurchased approximately $344 million face value of senior notes and debentures and
completed a tender offer debt repurchase of $750 million face value of senior notes and debentures. As a result of these
transactions, the Company recognized $33 million in expenses and fees net of the write-off of unamortized debt premiums.
In 2017, the Company repurchased approximately $247 million face value of senior notes and debentures and
completed a tender offer debt repurchase of $400 million face value of senior notes and debentures. As a result of these
transactions, the Company recognized a $10 million benefit related to the write-off of the unamortized premium associated
with the debt repayments, net of the premium costs and other expenses.
Effective Tax Rate
The Company's effective tax rate was expense of 22.7% for 2018 and a benefit of 2.6% for 2017. On a comparative
basis, the 2018 rate reflects the Company's lower federal income tax statutory rate of 21% as compared to 35% resulting
from the U.S. federal tax reform enacted in 2017. 2017 included the recognition of a non-cash tax benefit of $584 million
associated with the remeasurement of the Company's deferred tax balances due to U.S. federal tax reform. Further, 2017
included the recognition of approximately $15 million of net tax shortfalls associated with share-based payment awards.
Net Income Attributable to Macy's, Inc. Shareholders
Net income attributable to Macy's, Inc. shareholders for 2018 decreased $458 million compared to 2017, driven by
higher taxes and lower earnings before interest and taxes ("EBIT"), partially offset by higher credit card revenue and lower
net interest expense.
Comparison of 2017 and 2016
Net Sales and Comparable Sales
Net sales for 2017, which included a 53rd week, decreased $969 million or 3.7% compared to 2016. The decrease in
comparable sales on an owned basis for 2017 was 2.2% compared to 2016. The decrease in comparable sales on an owned
plus licensed basis for 2017 was 1.9% compared to 2016. Geographically, sales in 2017 were strongest in Florida, Eastern
Texas, Louisiana, Hawaii, Oregon, Southern California and Arizona. Digital sales continued to be strong in 2017 and
experienced double digit growth. By family of business, sales in 2017 were strongest in active apparel, fine jewelry,
fragrances, dresses and men's tailored clothing. Sales in 2017 were less strong in handbags although the trend improved in
the second half of the year. Sales of the Company's private label brands represented approximately 20% of net sales in the
Macy's-branded operations in 2017 and 2016.
Credit Card Revenues, Net
Credit card revenues, net were $702 million for 2017, an increase of $46 million compared to $656 million
recognized in 2016. Increased proprietary card usage driven by the enhanced Macy's Star Rewards loyalty program drove
the favorable results.
Cost of Sales
Cost of sales for 2017 decreased $485 million from 2016. The cost of sales rate as a percent to net sales of 60.9%
was 40 basis points higher in 2017, as compared to 60.5% in 2016, primarily due to higher delivery expenses associated
with the Company's omnichannel activities and free shipping promotions.
SG&A Expenses
SG&A expenses for 2017 decreased $303 million from 2016, however, the SG&A rate as a percent to net sales of
35.9% was 20 basis points higher in 2017, as compared to 2016. The dollar decrease from 2016 was mainly due to store
closings and the restructuring activities announced in 2016 and 2017, offset slightly by higher expenses associated with the
continued investments in the Company's omnichannel operations, and investments in bluemercury and Macy's Backstage.
23
Advertising expense, net of cooperative advertising allowances, was $1,108 million for 2017 compared to $1,153 million
for 2016.
Gains on Sale of Real Estate
The Company recognized gains of $544 million in 2017 associated with sales of real estate, as compared to $209
million in 2016. 2017 included gains of $234 million related to the Macy's Union Square location, $71 million related to
the Macy's Brooklyn transaction, $47 million related to the downtown Minneapolis properties and $40 million related to
the downtown Seattle Macy's location. 2016 included $33 million of gains related to the Macy's Brooklyn transaction.
Restructuring, Impairment, Store Closing and Other Costs
Restructuring, impairment, store closing and other costs for 2017 and 2016 of $186 million and $479 million,
respectively, included severance and other human resource-related costs, asset impairment charges and other costs
associated with organizational changes and store closings. 2017 included costs and expenses primarily associated with the
organizational changes and store closings announced in August 2017 and January 2018, while 2016 included costs and
expenses primarily associated with the organizational changes and store closings announced in August 2016 and January
2017.
Benefit Plan Income, Net
2017 and 2016 included $57 million and $55 million, respectively, of non-cash net benefit plan income relating to the
Company's defined benefit plans. This income includes the net of: interest cost, expected return on plan assets and
amortization of prior service costs or credits and actuarial gains and losses.
Settlement Charges
$105 million and $98 million of non-cash settlement charges were recognized in 2017 and 2016, respectively. These
charges relate to the pro-rata recognition of net actuarial losses associated with the Company’s defined benefit retirement
plans and are the result of an increase in lump sum distributions associated with retiree distribution elections and
restructuring activity.
Net Interest Expense
Net interest expense, excluding gains on early retirement of debt, for 2017 decreased $53 million from 2016. This
decrease was primarily driven by the early repayment of $647 million of debt and the repayment at maturity of $300
million of debt in 2017.
Gains on Early Retirement of Debt
In 2017, the Company repurchased approximately $247 million face value of senior notes and debentures and
completed a tender offer debt repurchase of $400 million face value of senior notes and debentures. As a result of these
transactions, the Company recognized a $10 million benefit related to the write-off of the unamortized premium associated
with the debt repayments, net of the premium costs and other expenses.
Effective Tax Rate
The Company's effective tax rate was a benefit of 2.6% for 2017 and expense of 35.9% for 2016. As previously
discussed, 2017 differs from the federal income tax statutory rate of 33.7%, principally due to U.S. federal tax reform
enacted in 2017 that led to the recognition of a non-cash tax benefit of $584 million associated with the remeasurement of
the Company's deferred tax balances. Further, 2017 included the recognition of approximately $15 million of net tax
shortfalls associated with share-based payment awards.
Net Income Attributable to Macy's, Inc. Shareholders
Net income attributable to Macy's, Inc. shareholders for 2017 increased compared to 2016, driven by higher
operating income due to higher asset sale gains, lower SG&A expenses, restructuring, impairment, store closing and other
costs, partially offset by lower sales and gross margin. Coupled with higher credit card revenue, lower net interest expense
and a net income tax benefit resulted in net income attributable to Macy's Inc. shareholders increasing by $939 million in
2017 as compared to 2016.
24
Guidance
The Company's operations are impacted by competitive pressures from department stores, specialty stores, general
merchandise stores, manufacturers' outlets, off-price and discount stores, online retailers, catalogs and television shopping,
among others. The Company's operations are also impacted by general consumer spending levels, including the impact of
general economic conditions, consumer disposable income levels, consumer confidence levels, the availability, cost and
level of consumer debt, the costs of basic necessities and other goods and the effects of weather or natural disasters and
other factors over which the Company has little or no control.
In recent years, consumer spending levels have been affected to varying degrees by a number of factors, including
modest economic growth, uncertainty regarding governmental spending and tax policies, unemployment levels, tightened
consumer credit, and a fluctuating housing and stock market. In addition, consumer spending levels of international
customers are impacted by the strength of the U.S. dollar relative to foreign currencies. These factors have affected, to
varying degrees, the amount of funds that consumers are willing and able to spend for discretionary purchases, including
purchases of some of the merchandise offered by the Company.
All economic conditions ultimately affect the Company's overall operations. However, the effects of economic
conditions can be experienced differently and at different times, in the various geographic regions in which the Company
operates, in relation to the different types of merchandise that the Company offers for sale, or in relation to each of the
Company's branded operations.
Based on its assessment of current and anticipated market conditions and its recent performance, the Company's 2019
guidance assumptions include the following:
• Net sales are estimated to be approximately flat to 2018.
• Comparable sales on both an owned and owned plus licensed basis are estimated to be flat to up 1.0%.
• Credit revenue is estimated to be approximately $740 million to $765 million.
• Gross margin rate is estimated to be down moderately in the first half and down slightly in the second half of the
year.
• SG&A expense rate is expected to be up slightly with expense savings increasing throughout the year and
helping to offset incremental investment spend.
• Benefit plan income is estimated to be approximately $25 million.
• Estimated asset sale gains of approximately $100 million.
• Estimated interest expense of approximately $190 million.
• Effective tax rate is expected to be 23.0%.
• Adjusted diluted earnings per share is expected to be $3.05 to $3.25. Adjusted diluted earnings per share,
excluding asset sale gains, is expected to be $2.80 to $3.00.
• Estimated depreciation and amortization of approximately $975 million.
• Capital expenditures are estimated at approximately $1 billion.
25
Liquidity and Capital Resources
The Company's principal sources of liquidity are cash from operations, cash on hand and the credit facility described
below.
Operating Activities
Net cash provided by operating activities was $1,735 million in 2018 compared to $1,976 million in 2017. The
decline was driven by lower earnings before interest, taxes, depreciation and amortization ("EBITDA") and higher net
inventory investment. These declines in operating cash flows were partially offset by lower cash paid for taxes in 2018
compared to 2017.
Investing Activities
Net cash used by investing activities for 2018 was $456 million, compared to net cash used by investing activities of
$351 million for 2017. Investing activities for 2018 included purchases of property and equipment totaling $657 million
and capitalized software of $275 million, compared to purchases of property and equipment totaling $487 million and
capitalized software of $273 million for 2017.
Capital expenditures were higher by $172 million in 2018 as compared to 2017. This increase in capital expenditures
was largely driven by the Company's Growth50 and Backstage strategic initiatives.
In 2018, the Company continued to execute on its real estate strategy that includes creating value through
monetization and, in some cases, redevelopment of real estate assets. Overall, property and equipment sales, primarily
related to real estate, generated cash proceeds of $474 million in 2018 compared to $411 million in 2017.
Financing Activities
Net cash used by the Company for financing activities was $1,544 million for 2018, including the repayment of
$1,149 million of debt and the payment of $463 million of cash dividends, partially offset by the issuance of $45 million of
common stock, primarily related to the exercise of stock options, and proceeds of $7 million received from Macy's China
Limited's noncontrolling interest shareholder.
During December 2018, the Company completed a tender offer and purchased $750 million in aggregate principal
amount of certain senior unsecured notes and debentures. The purchased senior unsecured notes and debentures included
$164 million of 6.65% senior debentures due 2024, $155 million of 7.0% senior debentures due 2028, $114 million of
6.9% senior debentures due 2029, $103 million of 4.5% senior notes due 2034, $94 million of 6.79% senior debentures due
2027, $35 million of 6.7% senior debentures due 2034, $34 million of 6.375% senior notes due 2037, $34 million of 6.7%
senior debentures due 2028, $10 million of 6.9% senior debentures due 2032, $5 million of 8.75% senior debentures due
2029, and $2 million of 7.875% senior debentures due 2030. The total cash cost for the tender offer was $789 million. The
Company recognized $28 million of expense related to the recognition of the tender premium and other costs partially
offset by the unamortized debt premium associated with this debt. This expense is presented as losses on early retirement
of debt on the Consolidated Statements of Income during 2018.
During 2018, the Company repurchased $344 million face value of senior notes and debentures. The debt
repurchases were made in the open market for a total cost of $354 million, including expenses and other fees related to the
transactions. Such repurchases resulted in the recognition of expense of $5 million during 2018 presented as losses on early
retirement of debt on the Consolidated Statements of Income.
Net cash used by the Company for financing activities was $1,446 million for 2017, including the repayment of $988
million of debt and the payment of $461 million of cash dividends, partially offset by the issuance of $6 million of
common stock, primarily related to the exercise of stock options, and proceeds of $13 million received from Macy's China
Limited's noncontrolling interest shareholder.
During December 2017, the Company completed a tender offer and purchased $400 million in aggregate principal
amount of certain senior unsecured notes and debentures. The purchased senior unsecured notes and debentures included
$147 million of 6.9% senior debentures due 2032, $108 million of 6.7% senior debentures due 2034, $96 million of
6.375% senior notes due 2037, $43 million of 8.75% senior debentures due 2029, and $6 million of 7.875% senior
debentures due 2030. The total cash cost for the tender offer was $423 million. The Company recognized $11 million of
income related to the recognition of the unamortized debt premium partially offset by the tender premium and other costs
26
associated with this debt. This income is presented as gains on early retirement of debt on the Consolidated Statements of
Income during 2017.
In July 2017, the Company paid $300 million of debt at maturity. During the first and second quarters of 2017, the
Company repurchased $247 million face value of senior notes and debentures. The debt repurchases were made in the open
market for a total cash cost of $257 million, including expenses related to the transactions. Such repurchases resulted in the
recognition of expense of $1 million during 2017 presented as losses on early retirement of debt on the Consolidated
Statements of Income.
The Company entered into a credit agreement with certain financial institutions as of May 6, 2016 providing for
revolving credit borrowings and letters of credit in an aggregate amount not to exceed $1,500 million (which may be
increased to $1,750 million at the option of the Company, subject to the willingness of existing or new lenders to provide
commitments for such additional financing) outstanding at any particular time. This agreement is set to expire May 6, 2021
and replaced the prior agreement which was set to expire May 10, 2018.
As of February 2, 2019 and February 3, 2018, there were no revolving credit loans outstanding under this credit
agreement, and there were no borrowings under the agreement during 2018 and 2017. In addition, there were no standby
letters of credit outstanding at February 2, 2019 and February 3, 2018. Revolving loans under the credit agreement bear
interest based on various published rates.
The Company is party to a $1,500 million unsecured commercial paper program. The Company may issue and sell
commercial paper in an aggregate amount outstanding at any particular time not to exceed its then-current combined
borrowing availability under the bank credit agreement with certain financial institutions. There were no borrowings under
the program during 2018 and 2017. As of February 2, 2019 and February 3, 2018, there were no remaining borrowings
outstanding under the commercial paper program.
The credit agreement requires the Company to maintain a specified interest coverage ratio for the latest four quarters
of no less than 3.25 and a specified leverage ratio as of and for the latest four quarters of no more than 3.75. The
Company's interest coverage ratio for 2018 was 11.22 and its leverage ratio at February 2, 2019 was 1.74, in each case as
calculated in accordance with the credit agreement. The interest coverage ratio is defined as EBITDA divided by net
interest expense and the leverage ratio is defined as debt divided by EBITDA. For purposes of these calculations EBITDA
is calculated as net income plus interest expense, taxes, depreciation, amortization, non-cash impairment of goodwill,
intangibles and real estate, non-recurring cash charges not to exceed in the aggregate $300 million and extraordinary losses
less interest income and non-recurring or extraordinary gains. Debt is adjusted to exclude the premium on acquired debt
and net interest is adjusted to exclude the amortization of premium on acquired debt and premium on early retirement of
debt.
A breach of a restrictive covenant in the Company's credit agreement or the inability of the Company to maintain the
financial ratios described above could result in an event of default under the credit agreement. In addition, an event of
default would occur under the credit agreement if any indebtedness of the Company in excess of an aggregate principal
amount of $150 million becomes due prior to its stated maturity or the holders of such indebtedness become able to cause it
to become due prior to its stated maturity. Upon the occurrence of an event of default, the lenders could, subject to the
terms and conditions of the credit agreement, elect to declare the outstanding principal, together with accrued interest, to be
immediately due and payable. Moreover, most of the Company's senior notes and debentures contain cross-default
provisions based on the non-payment at maturity, or other default after an applicable grace period, of any other debt, the
unpaid principal amount of which is not less than $100 million that could be triggered by an event of default under the
credit agreement. In such an event, the Company's senior notes and debentures that contain cross-default provisions would
also be subject to acceleration.
At February 2, 2019, no notes or debentures contain provisions requiring acceleration of payment upon a debt rating
downgrade. However, the terms of approximately $3,759 million in aggregate principal amount of the Company's senior
notes outstanding at that date require the Company to offer to purchase such notes at a price equal to 101% of their
principal amount plus accrued and unpaid interest in specified circumstances involving both a change of control (as defined
in the applicable indenture) of the Company and the rating of the notes by specified rating agencies at a level below
investment grade.
27
As of February 2, 2019, the Company had $1,716 million of authorization remaining under its share repurchase
program. The Company may continue or, from time to time, suspend repurchases of shares under its share repurchase
program, depending on prevailing market conditions, alternate uses of capital and other factors.
On February 22, 2019, the Company's board of directors declared a quarterly dividend of 37.75 cents per share on its
common stock, payable April 1, 2019, to shareholders of record at the close of business on March 15, 2019.
Contractual Obligations and Commitments
At February 2, 2019, the Company had contractual obligations (within the scope of Item 303(a)(5) of Regulation S-
K) as follows:
Obligations Due, by Period
Total
Less than
1 Year
1 – 3
Years
(millions)
3 – 5
Years
More than
5 Years
Short-term debt................................................................... $
Long-term debt ...................................................................
Interest on debt ...................................................................
Capital lease obligations.....................................................
Operating leases (a) ............................................................................
Letters of credit ..................................................................
Other obligations ................................................................
42
$
4,671
2,069
46
4,254
28
5,022
42
—
214
3
325
28
3,188
$
— $
— $
1,092
1,150
402
6
624
—
825
327
6
547
—
299
—
2,429
1,126
31
2,758
—
710
$ 16,132
$
3,800
$
2,949
$
2,329
$
7,054
(a) Operating leases include executed leases not yet commenced.
“Other obligations” in the foregoing table includes post employment and postretirement benefits, self-insurance
reserves, group medical/dental/life insurance programs, merchandise purchase obligations and obligations under
outsourcing arrangements, construction contracts, energy and other supply agreements identified by the Company and
liabilities for unrecognized tax benefits that the Company expects to settle in cash in the next year excluding interest and
penalties. The Company's merchandise purchase obligations fluctuate on a seasonal basis, typically being higher in the
summer and early fall and being lower in the late winter and early spring. The Company purchases a substantial portion of
its merchandise inventories and other goods and services otherwise than through binding contracts. Consequently, the
amounts shown as “Other obligations” in the foregoing table do not reflect the total amounts that the Company would need
to spend on goods and services in order to operate its businesses in the ordinary course.
Of the Company's $149 million of unrecognized tax benefits at February 2, 2019, within "other obligations" in the
foregoing table, the Company has excluded $4 million of deferred tax assets and $117 million of long-term liabilities for
unrecognized tax benefits for various tax positions taken. The table also excludes federal, state and local interest and
penalties related to unrecognized tax benefits of $56 million. These liabilities may increase or decrease over time as a result
of tax examinations, and given the status of examinations, the Company cannot reliably estimate the period of any cash
settlement with the respective taxing authorities.
Liquidity and Capital Resources Outlook
Management believes that, with respect to the Company's current operations, cash on hand and funds from
operations, together with its credit facility and other capital resources, will be sufficient to cover the Company's reasonably
foreseeable working capital, capital expenditure and debt service requirements and other cash requirements in both the near
term and over the longer term. The Company's ability to generate funds from operations may be affected by numerous
factors, including general economic conditions and levels of consumer confidence and demand; however, the Company
expects to be able to manage its working capital levels and capital expenditure amounts so as to maintain sufficient levels
of liquidity. To the extent that the Company's cash balances from time to time exceed amounts that are needed to fund its
immediate liquidity requirements, the Company will consider alternative uses of some or all of such excess cash. Such
alternative uses may include, among others, the redemption or repurchase of debt, equity or other securities through open
market purchases, privately negotiated transactions or otherwise, and the funding of pension related obligations. Depending
upon its actual and anticipated sources and uses of liquidity, conditions in the capital markets and other factors, the
Company will from time to time consider the issuance of debt or other securities, or other possible capital markets
transactions, for the purpose of raising capital which could be used to refinance current indebtedness or for other corporate
28
purposes including the redemption or repurchase of debt, equity or other securities through open market purchases,
privately negotiated transactions or otherwise, and the funding of pension related obligations.
The Company intends from time to time to consider additional acquisitions of, and investments in, retail businesses
and other complementary assets and companies. Acquisition transactions, if any, are expected to be financed from one or
more of the following sources: cash on hand, cash from operations, borrowings under existing or new credit facilities and
the issuance of long-term debt or other securities, including common stock.
Important Information Regarding Non-GAAP Financial Measures
The Company reports its financial results in accordance with 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. Management believes that providing supplemental changes in comparable sales on an
owned plus licensed basis, which includes the impact of growth in comparable sales of departments licensed to third
parties, 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. In addition, management believes that excluding certain items that are not
associated with the Company's core operations and that may vary substantially in frequency and magnitude period-to-
period from diluted earnings per share attributable to Macy's, Inc. shareholders, EBIT and EBITDA, including as a percent
to sales, provide useful supplemental measures that assist in evaluating the Company's ability to generate earnings and
leverage sales, respectively, and to more readily compare these metrics between past and future periods. Management also
believes that EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA are frequently used by investors and securities
analysts in their evaluations of companies, and that such supplemental measures facilitate comparisons between companies
that have different capital and financing structures and/or tax rates. In addition, management believes that ROIC is a useful
supplemental measure in evaluating how efficiently the Company employs its capital. The Company uses some of these
non-GAAP financial measures as performance measures for components of executive compensation.
The reconciliation of the forward-looking non-GAAP financial measure of changes in comparable sales on an owned
plus licensed basis to GAAP comparable sales (i.e., on an owned basis) is in the same manner as illustrated below, where
the impact of growth in comparable sales of departments licensed to third parties is the only reconciling item. In addition,
the Company does not provide the most directly comparable forward-looking GAAP measure of diluted earnings per share
attributable to Macy’s, Inc. shareholders excluding certain items because the timing and amount of excluded items are
unreasonably difficult to fully and accurately estimate.
Non-GAAP financial measures 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
non-GAAP financial measures may be significant items that could impact the Company's financial position, results of
operations or cash flows and should therefore be considered in assessing the Company's actual and future 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.
29
Changes in Comparable Sales
The following is a tabular reconciliation of the non-GAAP financial measure of changes in comparable sales on an
owned plus licensed basis, to GAAP comparable sales (i.e., on an owned basis), which the Company believes to be the
most directly comparable GAAP financial measure.
Increase (decrease) in comparable sales on an owned basis (note 1) .................................
Impact of growth in comparable sales of departments licensed to third parties (note 2) ...
Increase (decrease) in comparable sales on an owned plus licensed basis.........................
2018
2017
2016
1.7%
0.3%
2.0%
(2.2)%
0.3 %
(1.9)%
(3.5)%
0.6 %
(2.9)%
Notes:
(1) Represents the period-to-period percentage change in net sales from stores in operation throughout the year presented
and the immediately preceding year and all online sales, adjusting for the 53rd week in 2017, excluding commissions
from departments licensed to third parties. Stores impacted by a natural disaster or undergoing significant expansion or
shrinkage remain in the comparable sales calculation unless the store, or a material portion of the store, is closed for a
significant period of time. Definitions and calculations of comparable sales differ among companies in the retail
industry.
(2) Represents the impact of including the sales of departments licensed to third parties occurring in stores in operation
throughout the year presented and the immediately preceding year and all online sales, adjusting for the 53rd week in
2017, in the calculation of comparable sales. The Company licenses third parties to operate certain departments in its
stores and online and receives commissions from these third parties based on a percentage of their net sales. In its
financial statements prepared in conformity with GAAP, the Company includes these commissions (rather than sales
of the departments licensed to third parties) in its net sales. The Company does not, however, include any amounts in
respect of licensed department sales (or any commissions earned on such sales) in its comparable sales in accordance
with GAAP (i.e., on an owned basis). The amounts of commissions earned on sales of departments licensed to third
parties are not material to its net sales for the periods presented.
Adjusted Diluted Earnings Per Share Attributable to Macy's, Inc. Shareholders
The following is a tabular reconciliation of the non-GAAP financial measure diluted earnings per share attributable
to Macy's, Inc. shareholders, excluding certain items, to GAAP diluted earnings per share attributable to Macy's, Inc.
shareholders, which the Company believes to be the most directly comparable GAAP measure.
As reported ................................................................................
Restructuring, impairment, store closing and other costs (a) ......
Settlement charges.....................................................................
Losses (gains) on early retirement of debt ................................
Income tax impact of certain items identified above.................
Deferred tax effects of federal tax reform .................................
As adjusted ................................................................................
Gains on sale of real estate ........................................................
Income tax impact of gains on sale of real estate......................
As adjusted excluding gains on sale of real estate ....................
$
$
$
2018
2017
2016
$
3.56
0.41
0.28
0.11
(0.18)
—
4.18
$
(1.25) $
$
0.33
3.26
$
$
$
5.10
0.61
0.34
(0.03)
(0.33)
(1.90)
3.79
(1.77)
0.67
2.69
$
2.02
1.54
0.31
—
(0.73)
—
3.14
(0.67)
0.26
2.73
(a) 2018 excludes impairment, restructuring, and other costs attributable to the noncontrollling interest shareholder of $8 million.
30
Adjusted EBIT and EBITDA as a Percent to Net Sales
The following is a tabular reconciliation of the non-GAAP financial measure EBIT and EBITDA, as adjusted to
exclude certain items ("Adjusted EBIT and Adjusted EBITDA"), as a percent to net sales to GAAP net income attributable
to Macy's, Inc. shareholders as a percent to net sales, which the Company believes to be the most directly comparable
GAAP financial measure.
$
$
$
Net sales ...................................................................................................
Net income attributable to Macy's, Inc. shareholders ..............................
Net income attributable to Macy's, Inc. shareholders
as a percent to net sales........................................................................
Net income attributable to Macy's, Inc. shareholders ..............................
Restructuring, impairment, store closing and other costs (a) ........................
Settlement charges ...................................................................................
Interest expense - net ...............................................................................
Losses (gains) on early retirement of debt...............................................
Federal, state and local income tax expense (benefit) .............................
Adjusted EBIT .........................................................................................
Adjusted EBIT as a percent to net sales...................................................
2018
2017
2016
(millions, except percentages)
24,971
1,108
$
$
24,939
1,566
$
$
25,908
627
4.4%
6.3%
2.4%
1,108
$
1,566
$
128
88
236
33
322
$
1,915
$
186
105
310
(10)
(39)
2,118
627
479
98
363
—
346
7.7%
8.5%
7.4%
$
1,913
Add back depreciation and amortization .................................................
Adjusted EBITDA....................................................................................
Adjusted EBITDA as a percent to net sales .............................................
962
991
$
2,877
$
3,109
$
11.5%
12.5%
1,058
2,971
11.5%
(a) 2018 excludes impairment, restructuring, and other costs attributable to the noncontrollling interest shareholder of $8 million.
31
ROIC
The Company defines ROIC as adjusted EBITDA, excluding net rent expense, as a percent to average invested
capital. Average invested capital is comprised of an annual two-point (i.e., end of the year presented and the immediately
preceding year) average of gross property and equipment, a capitalized value of non-capitalized leases equal to periodic
annual reported net rent expense multiplied by a factor of eight and a four-point (i.e., end of each quarter within the period
presented) average of other selected assets and liabilities. The calculation of the capitalized value of non-capitalized leases
is consistent with industry and credit rating agency practice and the specified assets are subject to a four-point average to
compensate for seasonal fluctuations.
The following is a tabular reconciliation of the non-GAAP financial measure of ROIC to net income as a percent to
property and equipment - net, which the Company believes to be the most directly comparable GAAP financial measure.
2018
2017
2016
Net income ..........................................................................
Property and equipment - net ..............................................
$
$
Net income as a percent to property and
(millions, except percentages)
$
1,555
$
1,098
6,655
$
6,845
$
619
7,317
equipment - net ................................................................
16.5%
22.7%
8.5%
Net income ..........................................................................
$
1,098
$
1,555
$
Add back interest expense, net............................................
Add back (deduct) losses (gains) on early retirement of
debt ..................................................................................
Add back (deduct) federal, state and local tax expense
(benefit) ...........................................................................
Add back restructuring, impairment, store closing and
other costs........................................................................
Add back settlement charges...............................................
Add back depreciation and amortization.............................
Add back rent expense, net
Real estate........................................................................
Personal property.............................................................
Deferred rent amortization ..............................................
Adjusted EBITDA...............................................................
Property and equipment - net ..............................................
Add back accumulated depreciation and amortization .......
Add capitalized value of non-capitalized leases .................
Add (deduct) other selected assets and liabilities:
Receivables......................................................................
Merchandise inventories..................................................
Prepaid expenses and other current assets.......................
Other assets......................................................................
Merchandise accounts payable ........................................
Accounts payable and accrued liabilities ........................
Total average invested capital .............................................
ROIC ...................................................................................
$
$
$
32
236
33
322
136
88
962
327
9
14
3,225
6,655
4,553
2,800
273
5,664
608
803
(2,219)
(2,917)
16,220
$
$
$
310
(10)
(39)
186
105
991
310
10
14
3,432
6,845
4,733
2,672
327
5,712
616
830
(2,115)
(3,127)
16,493
$
$
$
619
363
—
346
479
98
1,058
306
11
9
3,289
7,317
5,088
2,608
402
6,012
687
881
(2,173)
(3,075)
17,747
19.9%
20.8%
18.5%
Critical Accounting Policies
Merchandise Inventories
Merchandise inventories are valued at the lower of cost or market using the last-in, first-out (LIFO) retail inventory
method. Under the retail inventory method, inventory is segregated into departments of merchandise having similar
characteristics, and is stated at its current retail selling value. The retail inventory method inherently requires management
judgments and estimates, such as the amount and timing of permanent markdowns to clear unproductive or slow-moving
inventory, which may impact the ending inventory valuation as well as gross margins.
Permanent markdowns designated for clearance activity are recorded when the utility of the inventory has
diminished. Factors considered in the determination of permanent markdowns include current and anticipated demand,
customer preferences, age of the merchandise and fashion trends. When a decision is made to permanently mark down
merchandise, the resulting gross margin reduction is recognized in the period the markdown is recorded.
Long-Lived Asset Impairment and Restructuring Charges
The carrying values of long-lived assets are periodically reviewed by the Company whenever events or changes in
circumstances indicate that the carrying value may not be recoverable, such as historical operating losses or plans to close
stores before the end of their previously estimated useful lives. Additionally, on an annual basis, the recoverability of the
carrying values of individual stores is evaluated. A potential impairment has occurred if projected future undiscounted cash
flows are less than the carrying value of the assets. The estimate of cash flows includes management's assumptions of cash
inflows and outflows directly resulting from the use of those assets in operations. When a potential impairment has
occurred, an impairment write-down is recorded if the carrying value of the long-lived asset exceeds its fair value. The
Company believes its estimated cash flows are sufficient to support the carrying value of its long-lived assets. If estimated
cash flows significantly differ in the future, the Company may be required to record asset impairment write-downs.
If the Company commits to a plan to dispose of a long-lived asset before the end of its previously estimated useful
life, estimated cash flows are revised accordingly, and the Company may be required to record an asset impairment write-
down. Additionally, related liabilities arise such as severance, contractual obligations and other accruals associated with
store closings from decisions to dispose of assets. The Company estimates these liabilities based on the facts and
circumstances in existence for each restructuring decision. The amounts the Company will ultimately realize or disburse
could differ from the amounts assumed in arriving at the asset impairment and restructuring charge recorded.
Income Taxes
Income taxes are estimated based on the tax statutes, regulations and case law of the various jurisdictions in which
the Company operates. Deferred income tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases, and net operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. Deferred income tax assets are evaluated for recoverability based on all available
evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies.
Deferred income tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the
deferred income tax assets will not be realized.
Uncertain tax positions are recognized if the weight of available evidence indicates that it is more likely than not that
the tax position will be sustained on examination, including resolution of any related appeals or litigation processes, based
on the technical merits of the position. Uncertain tax positions meeting the more-likely-than-not recognition threshold are
then measured to determine the amount of benefit eligible for recognition in the financial statements. Each uncertain tax
position is measured at the largest amount of benefit that is more likely than not to be realized upon ultimate settlement.
Uncertain tax positions are evaluated and adjusted as appropriate, while taking into account the progress of audits of
various taxing jurisdictions. Resolution of these matters could have a material impact on the Company's consolidated
financial position, results of operations or cash flows.
Significant judgment is required in evaluating the Company's uncertain tax positions, provision for income taxes, and
any valuation allowance recorded against deferred tax assets. Although the Company believes that its judgments are
reasonable, no assurance can be given that the final tax outcome of these matters will not be different from that which is
reflected in the Company's historical income provisions and accruals.
33
Pension and Supplementary Retirement Plans
The Company has a funded defined benefit pension plan (the “Pension Plan”) and an unfunded defined benefit
supplementary retirement plan (the “SERP”). The Company accounts for these plans in accordance with ASC Topic 715,
Compensation - Retirement Benefits. Under ASC Topic 715, an employer recognizes the funded status of a defined benefit
postretirement plan as an asset or liability on the balance sheet and recognizes changes in that funded status in the year in
which the changes occur through comprehensive income. Additionally, pension expense is generally recognized on an
accrual basis over the average remaining lifetime of participants. The pension expense calculation is generally independent
of funding decisions or requirements.
The Pension Protection Act of 2006 provides the funding requirements for the Pension Plan which are different from
the employer's accounting for the plan as outlined in ASC Topic 715. No funding contributions were required, and the
Company made no funding contributions to the Pension Plan in 2018 and 2017. As of the date of this report, the Company
does not anticipate making funding contributions to the Pension Plan in 2019. Management believes that, with respect to
the Company's current operations, cash on hand and funds from operations, together with available borrowing under its
credit facility and other capital resources, will be sufficient to cover the Company's Pension Plan cash requirements in both
the near term and also over the longer term.
The calculation of pension expense and pension liabilities requires the use of a number of assumptions. Changes in
these assumptions can result in different expense and liability amounts, and future actual experience may differ
significantly from current expectations. The Company believes that the most critical assumptions relate to the long-term
rate of return on plan assets (in the case of the Pension Plan) and the discount rate used to determine the present value of
projected benefit obligations.
The Company's assumed annual long-term rate of return for the Pension Plan's assets was 6.75% for 2018, and
7.00% for 2017 and 2016 based on expected future returns on the portfolio of assets. For 2019, the Company is lowering
the assumed annual long-term rate of return to 6.50% based on expected future returns of the portfolio of assets. The
Company develops its expected long-term rate of return assumption by evaluating input from several professional advisors
taking into account the asset allocation of the portfolio and long-term asset class return expectations, as well as long-term
inflation assumptions. Pension expense increases or decreases as the expected rate of return on the assets of the Pension
Plan decreases or increases, respectively. Lowering or raising the expected long-term rate of return assumption on the
Pension Plan's assets by 0.25% would increase or decrease the estimated 2019 pension expense by approximately $7
million.
The Company discounted its future pension obligations using a weighted-average rate of 4.03% at February 2, 2019
and 3.74% at February 3, 2018 for the Pension Plan and 4.10% at February 2, 2019 and 3.78% at February 3, 2018 for the
SERP. The discount rate used to determine the present value of the Company's Pension Plan and SERP obligations is based
on a yield curve constructed from a portfolio of high quality corporate debt securities with various maturities. Each year's
expected future benefit payments are discounted to their present value at the appropriate yield curve rate, thereby
generating the overall discount rate for Pension Plan and SERP obligations. As the discount rate is reduced or increased,
the pension liability would increase or decrease, respectively, and future pension expense would decrease or increase,
respectively. Lowering the discount rates by 0.25% would increase the projected benefit obligations at February 2, 2019 by
approximately $77 million and would decrease estimated 2019 pension expense by approximately $3 million. Increasing
the discount rates by 0.25% would decrease the projected benefit obligations at February 2, 2019 by approximately $72
million and would increase estimated 2019 pension expense by approximately $3 million.
The Company estimates the service and interest cost components of net periodic benefit costs for the Pension Plan
and SERP. This method uses a full yield curve approach in the estimation of these components of net periodic benefit
costs. Under this approach, the Company applies discounting using individual spot rates from the yield curve composed of
the rates of return from a portfolio of high quality corporate debt securities available at the measurement date. These spot
rates align to each of the projected benefit obligation and service cost cash flows.
New Pronouncements
See Note 1, "Organization and Summary of Significant Accounting Policies," of the Consolidated Financial
Statements for discussion on new accounting pronouncements.
34
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
The Company is exposed to market risk from changes in interest rates that may adversely affect its financial position,
results of operations and cash flows. In seeking to minimize the risks from interest rate fluctuations, the Company manages
exposures through its regular operating and financing activities and, when deemed appropriate, through the use of
derivative financial instruments. The Company does not use financial instruments for trading or other speculative purposes
and is not a party to any leveraged financial instruments.
The Company is exposed to interest rate risk through its borrowing activities, which are described in Note 6 to the
Consolidated Financial Statements. All of the Company’s borrowings are under fixed rate instruments. However, the
Company, from time to time, may use interest rate swap and interest rate cap agreements to help manage its exposure to
interest rate movements and reduce borrowing costs. At February 2, 2019, the Company was not a party to any derivative
financial instruments and based on the Company’s lack of market risk sensitive instruments outstanding at February 2,
2019, the Company has determined that there was no material market risk exposure to the Company’s consolidated
financial position, results of operations or cash flows as of such date.
Item 8.
Consolidated Financial Statements and Supplementary Data.
Information called for by this item is set forth in the Company’s Consolidated Financial Statements and
supplementary data contained in this report and is incorporated herein by this reference. Specific financial statements and
supplementary data can be found at the pages listed in the following index:
INDEX
Report of Management ........................................................................................................................................
Report of Independent Registered Public Accounting Firm ................................................................................
Consolidated Statements of Income for the fiscal years ended
February 2, 2019, February 3, 2018, and January 28, 2017.............................................................................
Consolidated Statements of Comprehensive Income for the fiscal years ended
February 2, 2019, February 3, 2018, and January 28, 2017 .............................................................................
Consolidated Balance Sheets as of February 2, 2019 and February 3, 2018.......................................................
Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended
February 2, 2019, February 3, 2018, and January 28, 2017 .............................................................................
Consolidated Statements of Cash Flows for the fiscal years ended
February 2, 2019, February 3, 2018, and January 28, 2017 .............................................................................
Notes to Consolidated Financial Statements........................................................................................................
Page
F-2
F-3
F-5
F-6
F-7
F-8
F-9
F-10
35
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Controls and Procedures.
a. Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer have carried out, as of February 2, 2019, with
the participation of the Company’s management, an evaluation of the effectiveness of the Company’s disclosure controls
and procedures, as defined in Rule 13a-15(e) under the Exchange Act. Based upon this evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that as of February 2, 2019 the Company’s disclosure controls and
procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in
reports the Company files under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC rules and forms, and that information required to be disclosed by the Company in the reports
the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management,
including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.
b. Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s management conducted an assessment of the
Company’s internal control over financial reporting based on the framework established by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on this assessment,
the Company’s management has concluded that, as of February 2, 2019, the Company’s internal control over financial
reporting is effective.
The Company’s independent registered public accounting firm, KPMG LLP, has audited the effectiveness of the
Company’s internal control over financial reporting as of February 2, 2019 and has issued an attestation report expressing
an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting, as stated in their
report located on page F-3.
c. Changes in Internal Control over Financial Reporting
From time to time major organizational restructuring and realignment occurs for which the Company reviews its
internal control over financial reporting. As a result of this review, there were no changes in the Company’s internal
control over financial reporting that occurred during the Company’s most recently completed quarter that materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 10.
Directors, Executive Officers and Corporate Governance.
PART III
The information required by this item for executive officers is set forth under “Item 1. Business - Executive Officers
of the Registrant” in this report. The other information called for by this item is set forth under “Item 1. Election of
Directors” and “Further Information Concerning the Board of Directors - Committees of the Board” and “Section 16(a)
Beneficial Ownership Reporting Compliance” in the Proxy Statement to be delivered to stockholders in connection with
the 2019 Annual Meeting of Shareholders (the “Proxy Statement”), and incorporated herein by reference.
The Company’s Code of Conduct is in compliance with the applicable rules of the SEC that apply to the principal
executive officer, principal financial officer and principal accounting officer or comptroller, or persons performing similar
functions. A copy of the Code of Conduct is available, free of charge, through the Company’s website at
https://www.macysinc.com. We intend to satisfy any disclosure requirement under Item 5 of Form 8-K regarding an
amendment to, or waiver from, a provision of the Code of Conduct by posting such information to the Company’s website
at the address and location specified above.
36
Set forth below are the names, ages and principal occupations of the Company's non-employee directors as of March
21, 2019.
Name
David P. Abney..........................
Age
63
Director
Since
2018
Francis S. Blake ........................
69
2015
John A. Bryant...........................
53
2015
Deirdre P. Connelly...................
Leslie D. Hale ...........................
58
46
2008
2015
William H. Lenehan ..................
42
2016
Sara Levinson............................
68
1997
Joyce M. Roché.........................
72
2006
Paul C. Varga.............................
55
2012
Marna C. Whittington ...............
71
1993
Principal Occupation
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.
Former Chairman and Chief Executive Officer of The Home
Depot, Inc., a multinational home improvement retailer.
Former Chairman and Chief Executive Officer of Kellogg
Company, a multinational cereal and snack food producer.
Former President, North American Pharmaceuticals of
GlaxoSmithKline, a global pharmaceutical company.
President and Chief Executive Officer of RLJ Lodging Trust, a
publicly-traded lodging real estate investment trust, since 2018.
President and Chief Executive Officer of Four Corners Property
Trust, Inc., a real estate investment trust, since 2015.
Co-Founder and Director of Katapult, a digital entertainment
company making products for today's creative generation, since
2013.
Former President and Chief Executive Officer of Girls
Incorporated, a national non-profit research, education and
advocacy organization.
Former Chairman and Chief Executive Officer of Brown-
Forman Corporation, a spirits and wine company.
Former Chief Executive Officer of Allianz Global Investors
Capital, a diversified global investment firm.
Item 11.
Executive Compensation.
Information called for by this item is set forth under “Compensation Discussion & Analysis,” “Compensation of the
Named Executives for 2018,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider
Participation” and "Further Information Concerning the Board of Directors – Risk Oversight" in the Proxy Statement and
incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
Information called for by this item is set forth under “Stock Ownership – Certain Beneficial Owners,” “Stock
Ownership – Securities Authorized for Issuance Under Equity Compensation Plans,” and “Stock Ownership – Stock
Ownership of Directors and Executive Officers” in the Proxy Statement and incorporated herein by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Information called for by this item is set forth under “Further Information Concerning the Board of Directors –
Director Independence” and “Policy on Related Person Transactions” in the Proxy Statement and incorporated herein by
reference.
Item 14.
Principal Accountant Fees and Services.
Information called for by this item is set forth under “Item 2. Ratification of the Appointment of Independent
Registered Public Accounting Firm” in the Proxy Statement and incorporated herein by reference.
37
Item 15.
Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this report:
PART IV
1. Financial Statements:
The list of financial statements required by this item is set forth in Item 8 “Consolidated Financial Statements and
Supplementary Data” and is incorporated herein by reference.
2. Financial Statement Schedules:
All schedules are omitted because they are inapplicable, not required, or the information is included elsewhere in
the Consolidated Financial Statements or the notes thereto.
3. Exhibits:
Exhibit
Number
3.1
3.1.1
3.1.2
3.2
4.1
4.2
4.3
4.3.1
4.4
4.4.1
Description
Document if Incorporated by Reference
Amended and Restated Certificate of Incorporation
Certificate of Designations of Series A Junior
Participating Preferred Stock
Exhibit 3.1 to the Company's Current Report on
Form 8-K filed May 18, 2010
Exhibit 3.1.1 to the Company's Annual Report on
Form 10-K (File No. 1-13536) for the fiscal year
ended January 28, 1995
Article Seventh of the Amended and Restated
Certificate of Incorporation
Exhibit 3.1 to the Company's Current Report on
Form 8-K filed May 24, 2011
Amended and Restated By-Laws
Exhibit 3.1 to the Company's Current Report on
Form 8-K filed September 30, 2016
Amended and Restated Certificate of Incorporation
Amended and Restated By-Laws
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”)
Guarantee of Securities, dated as of August 30, 2005,
by the Company relating to 1991 Indenture
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”)
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
38
See Exhibits 3.1,
3.1.1 and
3.1.2
See Exhibit 3.2
Exhibit 4(2) to May New York’s Current Report on
Form 8-K filed January 15, 1991
Exhibit 10.13 to the Company's Current Report on
Form 8-K filed August 30, 2005 (“August 30, 2005
Form 8-K”)
Exhibit 4.1 to the Company's Registration
Statement on Form S-3 (Registration No. 33-88328)
filed January 9, 1995
Exhibit 3 to the Company's Current Report on Form
8-K filed July 15, 1997
Exhibit
Number
4.4.2
4.4.3
4.5
4.5.1
4.5.2
4.5.3
4.5.4
4.6
4.6.1
4.7
4.7.1
4.8
4.8.1
Description
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
Guarantee of Securities, dated as of August 30, 2005,
by the Company relating to 1994 Indenture
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”)
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
Document if Incorporated by Reference
Exhibit 10.14 to August 30, 2005 Form 8-K
Exhibit 10.16 to August 30, 2005 Form 8-K
Exhibit 4.4 to the Company's Amendment No. 1 to
Form S-3 (Registration No. 333-34321) filed
September 11, 1997
Exhibit 2 to the Company's Current Report on Form
8-K filed February 6, 1998
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
Exhibit 4.2 to the Company's Registration
Statement on Form S-4 (Registration
No. 333-76795) filed April 22, 1999
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
Guarantee of Securities, dated as of August 30, 2005,
by the Company relating to 1997 Indenture
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”)
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
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”)
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
Exhibit 10.15 to August 30, 2005 Form 8-K
Exhibit 10.17 to August 30, 2005 Form 8-K
Exhibit 4.1 to the Registration Statement on
Form S-3 (Registration No. 333-06171) filed
June 18, 1996 by May Delaware
Exhibit 10.9 to August 30, 2005 Form 8-K
Exhibit 4.1 to Current Report on Form 8-K (File
No. 001-00079) filed July 22, 2004 by May
Delaware
Exhibit 10.10 to August 30, 2005 Form 8-K
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”)
Exhibit 4.6 to the Company's Registration
Statement on Form S-3ASR (Registration
No. 333-138376) filed November 2, 2006
Third Supplemental Indenture to 2006 Indenture, dated
March 12, 2007, among Macy's Retail, the Company
and U.S. Bank National Association, as Trustee
Exhibit 4.2 to the Company's Current Report on
Form 8-K filed March 12, 2007
39
Exhibit
Number
4.8.2
Description
Sixth Supplemental Indenture to 2006 Indenture, dated
December 10, 2015, among Macy's Retail, the
Company and U.S. Bank National Association, as
Trustee
Document if Incorporated by Reference
Exhibit 4.2 to the Company's Current Report on
Form 8-K filed December 10, 2015
4.9
4.9.1
4.9.2
4.9.3
4.9.4
4.9.5
4.9.6
4.9.7
10.1
10.2
10.3
10.4+
Indenture, dated as of January 13, 2012, among Macy's
Retail, the Company and BNY Mellon, as Trustee
("2012 Indenture")
Exhibit 4.1 to the Company's Current Report on
Form 8-K filed January 13, 2012 (“January 13,
2012 Form 8-K”)
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
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
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
Fourth Supplemental Trust Indenture, dated as of
November 20, 2012, among Macy's Retail, as issuer,
the Company, as guarantor, and BNY Mellon, as
trustee
Exhibit 4.2 to January 13, 2012 Form 8-K
Exhibit 4.3 to January 13, 2012 Form 8-K
Exhibit 4.2 to the Company's Current Report on
Form 8-K filed November 20, 2012 (“November
20, 2012 Form 8-K”)
Exhibit 4.3 to November 20, 2012 Form 8-K
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
Exhibit 4.2 to the Company's Current Report on
Form 8-K filed September 6, 2013
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
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
Credit Agreement, dated as of May 6, 2016, among the
Company, Macy's Retail, the lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent
and paying agent, and Bank of America, N.A., as
administrative agent
Guarantee Agreement, dated as of May 6, 2016,
among the Company, Macy's Retail, certain subsidiary
guarantors and JPMorgan Chase Bank, N.A., as paying
agent
Exhibit 4.2 to the Company's Current Report on
Form 8-K filed May 23, 2014
Exhibit 4.2 to the Company's Current Report on
Form 8-K filed November 18, 2014
Exhibit 10.01 to the Company's Current Report on
Form 8-K filed May 11, 2016 (“May 11, 2016 Form
8-K”)
Exhibit 10.02 to May 11, 2016 Form 8-K
Tax Sharing Agreement, dated as of October 31, 2014,
among Macy's, Inc. and members of the Affiliated
Group
Exhibit 10.7 to the Company's Annual Report on
Form 10-K (File No. 1-13536) for the fiscal year
ended January 31, 2015 (“2014 Form 10-K”)
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.
Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q filed December 8, 2014
10.5
Senior Executive Incentive Compensation Plan *
Appendix B to the Company's Proxy Statement
dated March 31, 2017
40
Exhibit
Number
10.6
Description
1994 Stock Incentive Plan, as amended and restated as
of June 1, 2007 *
10.7
Form of Indemnification Agreement *
10.8
Executive Severance Plan, effective November 1,
2009, as revised and restated January 1, 2014 *
10.8.1
Senior Executive Severance Plan effective as of April
1, 2018 *
10.9
Form of Non-Qualified Stock Option Agreement for
the 1994 Stock Incentive Plan *
Document if Incorporated by Reference
Exhibit 10.13 to the Company's Annual Report on
Form 10-K (File No. 1-13536) for the fiscal year
ended January 31, 2009 ("2008 Form 10-K")
Exhibit 10.14 to the Registration Statement on
Form 10 (File No. 1-10951), filed November 27,
1991
Exhibit 10.14 to the Company’s Annual Report on
Form 10-K (File No. 1-13536) for the fiscal year
ended February 1, 2014 (“2013 Form 10-K”)
Exhibit 10.9.1 to the Company's Annual Report on
Form 10-K (File No. 1-13536) for the fiscal year
ended February 3, 2018 ("2017 Form 10-K")
Exhibit 10.7 to the Current Report on Form 8-K
(File No. 001-00079) filed March 23, 2005 by May
Delaware (“March 23, 2005 Form 8-K”)
10.9.1
10.9.2
10.9.3
10.9.4
10.10
10.10.1
10.11
10.11.1
10.11.2
10.11.3
10.12
Form of Nonqualified Stock Option Agreement under
the 2009 Omnibus Incentive Compensation Plan (for
Executives and Key Employees) *
Exhibit 10.15.3 to the Company's Annual Report on
Form 10-K (File No. 1-13536) for the fiscal year
ended February 2, 2013 ("2012 Form 10-K")
Form of Nonqualified Stock Option Agreement under
the Amended and Restated 2009 Omnibus Incentive
Compensation Plan (for Executives and Key
Employees) *
Form of Nonqualified Stock Option Agreement under
the Amended and Restated 2009 Omnibus Incentive
Compensation Plan (for Executives and Key
Employees), as amended *
Form of Stock Option Terms and Conditions under the
2018 Equity and Incentive Compensation Plan *
Form of Restricted Stock Agreement for the 1994
Stock Incentive Plan *
Form of Time-Based Restricted Stock Agreement
under the 2009 Omnibus Incentive Compensation
Plan *
2016-2018 Performance-Based Restricted Stock Unit
Terms and Conditions under the Amended and
Restated 2009 Omnibus Incentive Compensation Plan
*
2017-2019 Performance-Based Restricted Stock Unit
Terms and Conditions under the Amended and
Restated 2009 Omnibus Incentive Compensation Plan
*
2018-2020 Performance-Based Restricted Stock Unit
Terms and Conditions under the Amended and
Restated 2009 Omnibus Incentive Compensation Plan
*
2019-2021 Performance-Based Restricted Stock Unit
Terms and Conditions under the 2018 Equity and
Incentive Compensation Plan *
Form of Time-Based Restricted Stock Unit Agreement
under the 2009 Omnibus Incentive Compensation Plan
*
41
Exhibit 10.14.4 to 2014 Form 10-K
Exhibit 10.10.5 to 2017 Form 10-K
Exhibit 10.4 to March 23, 2005 Form 8-K
Exhibit 10.3 to the Company's Current Report on
Form 8-K filed March 25, 2010
Exhibit 10.13.2 to the Company's Annual Report on
Form 10-K (File No. 1-13536) for the fiscal year
ended January 30, 2016 ("2015 Form 10-K")
Exhibit 10.13.2 to the Company's Quarterly Report
on Form 10-Q filed August 25, 2017
Exhibit 10.12.2 to 2017 Form 10-K
Exhibit 10.19 to 2012 Form 10-K
Exhibit
Number
10.12.1
10.12.2
10.12.3
10.12.4
Description
Form of Time-Based Restricted Stock Unit Agreement
under the Amended and Restated 2009 Omnibus
Incentive Compensation Plan *
Form of Time-Based Restricted Stock Unit Agreement
under the Amended and Restated 2009 Omnibus
Incentive Compensation Plan (with dividend
equivalents) *
Form of Time-Based Restricted Stock Unit Agreement
under the Amended and Restated 2009 Omnibus
Incentive Compensation Plan, as amended *
Form of Time-Based Restricted Stock Unit Terms and
Conditions under the 2018 Equity and Incentive
Compensation Plan *
Document if Incorporated by Reference
Exhibit 10.18.1 to 2014 Form 10-K
Exhibit 10.13.2 to 2017 Form 10-K
Exhibit 10.13.3 to 2017 Form 10-K
10.13
Supplementary Executive Retirement Plan *
Exhibit 10.29 to 2008 Form 10-K
10.13.1
First Amendment to the Supplementary Executive
Retirement Plan effective January 1, 2012 *
10.13.2
10.13.3
Second Amendment to Supplementary Executive
Retirement Plan effective January 1, 2012 *
Third Amendment to Supplementary Executive
Retirement Plan effective December 31, 2013 *
Exhibit 10.21.1 to the Company's Annual Report on
Form 10-K (File No. 1-13536) for the fiscal year
ended January 28, 2012
Exhibit 10.20.2 to 2012 Form 10-K
Exhibit 10.20.3 to 2013 Form 10-K
10.14
Executive Deferred Compensation Plan *
Exhibit 10.30 to 2008 Form 10-K
10.14.1
10.15
10.15.1
10.15.2
10.15.3
10.15.4
10.15.5
10.16
10.17
First Amendment to Executive Deferred Compensation
Plan effective December 31, 2013 *
Exhibit 10.21.1 to 2013 Form 10-K
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 *
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 *
Exhibit 10.22 to 2013 Form 10-K
Exhibit 10.21.1 to 2014 Form 10-K
Second Amendment to the Plan regarding marriage
status, effective January 1, 2014 *
Exhibit 10.21.2 to 2014 Form 10-K
Third Amendment to the Plan regarding matching
contributions with respect to the Plan’s plan years
beginning on and after January 1, 2014 *
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)*
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*
Exhibit 10.21.3 to 2014 Form 10-K
Exhibit 10.17.4 to 2015 Form 10-K
Exhibit 10.17.5 to 2015 Form 10-K
Director Deferred Compensation Plan *
Exhibit 10.33 to 2008 Form 10-K
Macy's, Inc. Amended and Restated 2009 Omnibus
Incentive Compensation Plan *
Appendix B to the Company's Proxy Statement
dated April 2, 2014
42
Exhibit
Number
10.18
Description
Macy's, Inc. 2018 Equity and Incentive Compensation
Plan *
Document if Incorporated by Reference
Appendix B to the Company's Proxy Statement
dated April 4, 2018
10.19
Macy's, Inc. Deferred Compensation Plan *
10.19.1
10.19.2
10.19.3
First Amendment to Deferred Compensation Plan
regarding special rules of eligibility for newly eligible
participants, effective April 1, 2014 *
Second Amendment to Deferred Compensation Plan
regarding payment rules for plan years that begin on
or after January 1, 2015, effective January 1, 2014 *
Third Amendment to Deferred Compensation Plan
regarding a lump sum distribution from account if its
balance does not exceed a certain amount, effective
July 1, 2015*
Exhibit 4.5 to the Company's Registration
Statement on Form S-8 (Registration No.
333-192917) filed December 18, 2013
Exhibit 10.24.1 to 2014 Form 10-K
Exhibit 10.24.2 to 2014 Form 10-K
Exhibit 10.20.3 to 2015 Form 10-K
10.20
10.21
10.22
21
23
24
31.1
31.2
32.1
32.2
101
Change in Control Plan, effective November 1, 2009,
as revised and restated effective April 1, 2018 *
Exhibit 10.20 to 2017 Form 10-K
Time Sharing Agreement between Macy's, Inc. and
Jeff Gennette, dated June 14, 2017 *
Exhibit 10.21.1 to 2017 Form 10-K
Retention Letter Agreement between Macy's, Inc. and
Karen Hoguet dated April 3, 2018 *
Exhibit 10.1 to the Company's Current Report on
Form 8-K filed April 6, 2018
Subsidiaries
Consent of KPMG LLP
Powers of Attorney
Certification of Chief Executive Officer pursuant to
Rule 13a-14(a)
Certification of Chief Financial Officer pursuant to
Rule 13a-14(a)
Certification by Chief Executive Officer under Section
906 of the Sarbanes-Oxley Act
Certification by Chief Financial Officer under Section
906 of the Sarbanes-Oxley Act
The following financial statements from Macy's, Inc.’s
Annual Report on Form 10-K for the year ended
February 2, 2019, filed April 3, 2019, formatted in
XBRL: (i) Consolidated Statements of Income, (ii)
Consolidated Statements of Comprehensive Income,
(iii) Consolidated Balance Sheets, (iv) Consolidated
Statements of Changes in Shareholders’ Equity, (v)
Consolidated Statements of Cash Flows, and (vi) the
Notes to Consolidated Financial Statements, tagged as
block of text and in detail.
___________________
+
*
Portions of the exhibit have been omitted pursuant to a request for confidential treatment. The confidential portions
have been provided to the SEC.
Constitutes a compensatory plan or arrangement.
43
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
MACY’S, INC.
By:
/s/ ELISA D. GARCIA
Elisa D. Garcia
Executive Vice President, Chief Legal Officer and
Secretary
Date: April 3, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities indicated on April 3, 2019.
*
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
*
John A. Bryant
Director
Director
Director
*
Deirdre P. Connelly
*
Leslie D. Hale
*
William H. Lenehan
Director
Director
Director
*
Sara Levinson
*
Joyce M. Roché
*
Paul C. Varga
Director
Director
Director
*
Marna C. Whittington
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
44
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Management .....................................................................................................................................
Report of Independent Registered Public Accounting Firm.............................................................................
Consolidated Statements of Income for the fiscal years ended
February 2, 2019, February 3, 2018, and January 28, 2017.......................................................................
Consolidated Statements of Comprehensive Income for the fiscal years ended
February 2, 2019, February 3, 2018, and January 28, 2017.......................................................................
Consolidated Balance Sheets at February 2, 2019 and February 3, 2018 ........................................................
Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended
February 2, 2019, February 3, 2018, and January 28, 2017.......................................................................
Consolidated Statements of Cash Flows for the fiscal years ended
February 2, 2019, February 3, 2018, and January 28, 2017.......................................................................
Notes to Consolidated Financial Statements ....................................................................................................
Page
F-2
F-3
F-5
F-6
F-7
F-8
F-9
F-10
F-1
To the Shareholders of
Macy’s, Inc.:
REPORT OF MANAGEMENT
The integrity and consistency of the Consolidated Financial Statements of Macy’s, Inc. and subsidiaries, which were
prepared in accordance with accounting principles generally accepted in the United States of America, are the
responsibility of management and properly include some amounts that are based upon estimates and judgments.
The Company maintains a system of internal accounting controls, which is supported by a program of internal audits
with appropriate management follow-up action, to provide reasonable assurance, at appropriate cost, that the Company’s
assets are protected and transactions are properly recorded. Additionally, the integrity of the financial accounting system is
based on careful selection and training of qualified personnel, organizational arrangements which provide for appropriate
division of responsibilities and communication of established written policies and procedures.
The Company’s management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Exchange Act Rule 13a-15(f) and has issued Management’s Report on Internal Control over
Financial Reporting.
The Consolidated Financial Statements of the Company have been audited by KPMG LLP. Their report expresses
their opinion as to the fair presentation, in all material respects, of the financial statements and is based upon their
independent audits.
The Audit Committee, composed solely of outside directors, meets periodically with KPMG LLP, the internal
auditors and representatives of management to discuss auditing and financial reporting matters. In addition, KPMG LLP
and the Company’s internal auditors meet periodically with the Audit Committee without management representatives
present and have free access to the Audit Committee at any time. The Audit Committee is responsible for recommending to
the Board of Directors the engagement of the independent registered public accounting firm and the general oversight
review of management’s discharge of its responsibilities with respect to the matters referred to above.
Jeff Gennette
Chief Executive Officer, Chairman of the Board and Director
Paula A. Price
Executive Vice President and Chief Financial Officer
Felicia Williams
Senior Vice President, Controller and Enterprise Risk Officer
F-2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
Macy’s, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Macy’s, Inc. and subsidiaries (the Company) as of
February 2, 2019 and February 3, 2018, the related consolidated statements of income, comprehensive income, changes in
shareholders’ equity, and cash flows for each of the years in the three-year period ended February 2, 2019, and the related
notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over
financial reporting as of February 2, 2019, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of February 2, 2019 and February 3, 2018, and the results of its operations and its cash flows
for each of the years in the three-year period ended February 2, 2019, in conformity with U.S. generally accepted
accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of February 2, 2019 based on criteria established in Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Item 9A(b), “Management’s Report on Internal Control over Financial Reporting.” Our
responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained
in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
F-3
that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
We have served as the Company’s auditor since 1988.
Cincinnati, Ohio
April 3, 2019
F-4
MACY’S, INC.
CONSOLIDATED STATEMENTS OF INCOME
(millions, except per share data)
Net sales ................................................................................................... $
Credit card revenues, net ..........................................................................
24,971
$
24,939
$
25,908
768
702
656
2018
2017
2016
Cost of sales .............................................................................................
Selling, general and administrative expenses...........................................
Gains on sale of real estate .......................................................................
Restructuring, impairment, store closing and other costs ........................
Operating income .....................................................................................
Benefit plan income, net...........................................................................
Settlement charges....................................................................................
Interest expense ........................................................................................
Gains (losses) on early retirement of debt................................................
Interest income .........................................................................................
Income before income taxes.....................................................................
Federal, state and local income tax benefit (expense)..............................
Net income ...............................................................................................
Net loss attributable to noncontrolling interest ........................................
Net income attributable to Macy's, Inc. shareholders .............................. $
Basic earnings per share attributable to
Macy's, Inc. shareholders...................................................................... $
Diluted earnings per share attributable to
Macy's, Inc. shareholders...................................................................... $
(15,215)
(9,039)
389
(136)
1,738
39
(88)
(261)
(33)
25
1,420
(322)
1,098
10
1,108
3.60
3.56
$
$
$
(15,181)
(8,954)
544
(186)
1,864
57
(105)
(321)
10
11
1,516
39
1,555
11
1,566
5.13
5.10
$
$
$
(15,666)
(9,257)
209
(479)
1,371
55
(98)
(367)
—
4
965
(346)
619
8
627
2.03
2.02
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-5
MACY’S, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(millions)
Net income ............................................................................................... $
Other comprehensive income (loss), net of taxes:
Net actuarial gain (loss) and prior service credit on post
employment and postretirement benefit plans, net of tax effect
of $52 million, $37 million and $42 million .................................
Reclassifications to net income:
Net actuarial loss and prior service cost on post employment and
postretirement benefit plans, net of tax effect of $7 million, $13
million and $14 million .................................................................
Settlement charges, net of tax effect of $23 million, $37 million
and $38 million..............................................................................
Total other comprehensive income (loss).................................................
Comprehensive income ............................................................................
Comprehensive loss attributable to noncontrolling interest .....................
Comprehensive income attributable to
2018
2017
2016
1,098
$
1,555
$
619
(151)
23
65
(63)
1,035
10
82
22
68
172
1,727
11
65
22
60
147
766
8
774
Macy's, Inc. shareholders...................................................................... $
1,045
$
1,738
$
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-6
MACY’S, INC.
CONSOLIDATED BALANCE SHEETS
(millions)
February 2, 2019
February 3, 2018
Current Assets:
ASSETS
Cash and cash equivalents ............................................................................................ $
Receivables ...................................................................................................................
Merchandise inventories...............................................................................................
Prepaid expenses and other current assets ....................................................................
Total Current Assets ..............................................................................................
Property and Equipment – net..............................................................................................
Goodwill ..............................................................................................................................
Other Intangible Assets – net ...............................................................................................
Other Assets .........................................................................................................................
Total Assets............................................................................................................ $
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term debt ............................................................................................................. $
Merchandise accounts payable .....................................................................................
Accounts payable and accrued liabilities......................................................................
Income taxes .................................................................................................................
Total Current Liabilities.........................................................................................
Long-Term Debt...................................................................................................................
Deferred Income Taxes ........................................................................................................
Other Liabilities ...................................................................................................................
Shareholders’ Equity:
Common stock (307.5 and 304.8 shares outstanding)..................................................
Additional paid-in capital .............................................................................................
Accumulated equity ......................................................................................................
Treasury stock...............................................................................................................
Accumulated other comprehensive loss .......................................................................
Total Macy's, Inc. Shareholders’ Equity................................................................
Noncontrolling interest .................................................................................................
Total Shareholders' Equity.....................................................................................
Total Liabilities and Shareholders’ Equity ............................................................ $
1,162
400
5,263
620
7,445
6,637
3,908
478
726
19,194
43
1,655
3,366
168
5,232
4,708
1,238
1,580
3
652
8,050
(1,318)
(951)
6,436
—
6,436
19,194
$
$
$
$
1,455
363
5,178
650
7,646
6,672
3,897
488
880
19,583
22
1,590
3,271
296
5,179
5,861
1,148
1,662
3
676
7,246
(1,456)
(724)
5,745
(12)
5,733
19,583
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-7
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(millions)
MACY’S, INC.
Common
Stock
Additional
Paid-In
Capital
Accumulated
Equity
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss)
Total
Macy's, Inc.
Shareholders’
Equity
Non-
controlling
Interest
Total
Shareholders'
Equity
Balance at January 30, 2016........ $
Cumulative-effect adjustment (a)
Net income (loss) ........................
Other comprehensive income......
Common stock dividends
($1.4925 per share)....................
Stock repurchases........................
Stock-based compensation
expense ......................................
Stock issued under stock plans....
Retirement of common stock ......
Deferred compensation
plan distributions .......................
Macy's China Limited .................
3
$
621
$
60
(64)
Balance at January 28, 2017........
3
617
Net income (loss) ........................
Other comprehensive income......
Common stock dividends ($1.51
per share) ...................................
Stock repurchases........................
Stock-based compensation
expense ....................................
Stock issued under stock plans....
Deferred compensation
plan distributions .......................
Other............................................
Balance at February 3, 2018........
3
Net income (loss) ........................
Other comprehensive loss ...........
Common stock dividends ($1.51
per share) ...................................
Stock-based compensation
expense ....................................
Stock issued under stock plans....
Deferred compensation
plan distributions .......................
Stranded tax costs (b) ..................
Macy's China Limited .................
58
(24)
25
676
63
(87)
$ (1,665) $
(1,043) $
147
(316)
81
406
5
(1,489)
(896)
172
(1)
27
7
(1,456)
(724)
(63)
6,334
45
627
(459)
(406)
6,141
1,566
(461)
7,246
1,108
(468)
135
3
164
(164)
4,250
45
627
147
(459)
(316)
60
17
—
5
—
4,376
1,566
172
(461)
(1)
58
3
7
25
5,745
1,108
(63)
(468)
63
48
3
—
—
$
3
$
(8)
4
(1)
(11)
(12)
(10)
22
4,253
45
619
147
(459)
(316)
60
17
—
5
4
4,375
1,555
172
(461)
(1)
58
3
7
25
5,733
1,098
(63)
(468)
63
48
3
—
22
Balance at February 2, 2019........ $
3
$
652
$
8,050
$ (1,318) $
(951) $
6,436
$
— $
6,436
(a) Represents the cumulative-effect adjustment for the adoption of ASC Topic 606, Revenue from Contracts with Customers.
(b) Represents the reclassification of stranded tax effects to retained earnings as a result of U.S. federal tax reform.
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-8
MACY’S, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions)
Cash flows from operating activities:
Net income ................................................................................................................... $
Adjustments to reconcile net income to net cash provided by operating activities:
1,098
$
1,555
$
619
2018
2017
2016
Restructuring, impairment, store closing and other costs ...................................
Settlement charges ..............................................................................................
Depreciation and amortization............................................................................
Stock-based compensation expense....................................................................
Gains on sale of real estate..................................................................................
Amortization of financing costs and premium on acquired debt........................
Changes in assets and liabilities:.........................................................................
(Increase) decrease in receivables .................................................................
(Increase) decrease in merchandise inventories ............................................
Decrease in prepaid expenses and other current assets .................................
Increase (decrease) in merchandise accounts payable...................................
Increase (decrease) in accounts payable, accrued
liabilities and other items not separately identified ................................
Increase (decrease) in current income taxes ..................................................
Increase (decrease) in deferred income taxes ................................................
Change in other assets and liabilities not separately identified .....................
Net cash provided by operating activities......................................
Cash flows from investing activities:
Purchase of property and equipment............................................................................
Capitalized software.....................................................................................................
Disposition of property and equipment........................................................................
Other, net......................................................................................................................
Net cash used by investing activities .............................................
Cash flows from financing activities:
Debt repaid...................................................................................................................
Dividends paid .............................................................................................................
Increase (decrease) in outstanding checks ...................................................................
Acquisition of treasury stock .......................................................................................
Issuance of common stock ...........................................................................................
Proceeds from noncontrolling interest .........................................................................
Net cash used by financing activities.............................................
Net increase (decrease) in cash, cash equivalents and restricted cash..................................
Cash, cash equivalents and restricted cash beginning of period...........................................
Cash, cash equivalents and restricted cash end of period ..................................................... $
Supplemental cash flow information:
Interest paid.................................................................................................................. $
Interest received ...........................................................................................................
Income taxes paid (net of refunds received) ................................................................
136
88
962
63
(389)
(15)
(61)
(87)
21
55
44
(136)
112
(156)
1,735
(657)
(275)
474
2
(456)
(1,149)
(463)
16
—
45
7
(1,544)
(265)
1,513
1,248
328
25
345
186
105
991
58
(544)
(45)
120
221
17
162
(186)
(114)
(421)
(129)
1,976
(487)
(273)
411
(2)
(351)
(988)
(461)
(15)
(1)
6
13
(1,446)
179
1,334
1,513
361
12
496
$
$
$
$
The accompanying notes are an integral part of these Consolidated Financial Statements.
479
98
1,058
61
(209)
(14)
(1)
107
37
(132)
(185)
125
(134)
(108)
1,801
(596)
(316)
673
(4)
(243)
(754)
(459)
61
(316)
36
6
(1,426)
132
1,202
1,334
396
4
352
F-9
MACY’S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies
Nature of Operations
Macy’s, Inc. and subsidiaries (the “Company”) is an omnichannel retail organization operating stores, websites and
mobile applications under three brands (Macy’s, Bloomingdale’s and bluemercury) that sell a wide range of merchandise,
including apparel and accessories (men's, women's and kids'), cosmetics, home furnishings and other consumer goods. The
Company has stores in 43 states, the District of Columbia, Puerto Rico and Guam. As of February 2, 2019, the Company’s
operations and operating segments were conducted through Macy’s, Bloomingdale’s, Bloomingdale’s The Outlet, Macy's
Backstage, and bluemercury, which are aggregated into one reporting segment in accordance with the Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting. The metrics used
by management to assess the performance of the Company’s operating divisions include sales trends, gross margin rates,
expense rates, and rates of earnings before interest and taxes (“EBIT”) and earnings before interest, taxes, depreciation and
amortization (“EBITDA”). The Company’s operating divisions have historically had similar economic characteristics and
are expected to have similar economic characteristics and long-term financial performance in future periods.
Fiscal Year
The Company’s fiscal year ends on the Saturday closest to January 31. Fiscal years 2018, 2017 and 2016 ended on
February 2, 2019, February 3, 2018 and January 28, 2017, respectively. Fiscal years 2018 and 2016 included 52 weeks and
fiscal year 2017 included 53 weeks. References to years in the Consolidated Financial Statements relate to fiscal years
rather than calendar years.
Basis of Presentation
In August 2015, the Company established a joint venture, Macy's China Limited, of which the Company held a sixty-
five percent ownership interest and Hong Kong-based Fung Retailing Limited held the remaining thirty-five percent
ownership interest. Macy's China Limited sold merchandise in China through an e-commerce presence on Alibaba Group's
Tmall Global. In January 2019, the Company ended the joint venture with Fung Retailing Limited after winding down the
operations of Macy's China Limited earlier in 2018. In conjunction with the termination of the joint venture, the Company
acquired the noncontrolling interest in Macy's China Limited from Fung Retailing Limited, resulting in one hundred
percent ownership. For the period of time prior to the acquisition of the noncontrolling interest, Fung Retailing Limited's
thirty-five percent proportionate share of the results of Macy's China Limited was reported as noncontrolling interest in the
Consolidated Financial Statements. All significant intercompany transactions were eliminated.
For 2018, the Consolidated Financial Statements include the accounts of Macy's, Inc. and its 100%-owned
subsidiaries and, for the applicable periods, the majority-owned subsidiary, Macy's China Limited.
Certain reclassifications were made to prior years' amounts to conform with the classifications of such amounts in the
most recent years.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Such estimates and assumptions are subject to inherent uncertainties,
which may result in actual amounts differing from reported amounts.
Net Sales
Revenue is recognized when customers obtain control of goods and services promised by the Company. The amount
of revenue recognized is based on the amount that reflects the consideration that is expected to be received in exchange for
those respective goods and services. See Note 2 "Revenue" for further discussion of the Company's accounting policies for
revenue from contracts with customers.
F-10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Cost of Sales
Cost of sales consists of the cost of merchandise, including inbound freight, shipping and handling costs, and
depreciation. An estimated allowance for future sales returns is recorded and cost of sales is adjusted accordingly.
Cash and Cash Equivalents
Cash and cash equivalents include cash and liquid investments with original maturities of three months or less. Cash
and cash equivalents includes amounts due in respect of credit card sales transactions that are settled early in the following
period in the amount of $114 million at February 2, 2019 and $102 million at February 3, 2018.
Investments
The Company from time to time invests in debt and equity securities, including companies engaged in
complementary businesses. All debt securities held by the Company are accounted for under ASC Topic 320, Investments –
Debt Securities, while all marketable securities held by the Company are accounted for under ASC Topic 321, Investments
– Equity Securities. Unrealized holding gains and losses on trading securities and equity securities with a readily
determinable fair value are recognized in the Consolidated Statements of Income. Equity securities without a readily
determinable fair value are generally recorded at cost. Unrealized holding gains and losses on available-for-sale securities
are included as a separate component of accumulated other comprehensive income, net of income tax effect, until realized.
At February 2, 2019, the Company did not hold any held-to-maturity or available-for-sale securities.
Receivables
Receivables were $400 million at February 2, 2019, compared to $363 million at February 3, 2018.
The Company and Citibank, the owner of most of the Company's credit assets, are party to a long-term marketing
and servicing alliance pursuant to the terms of a Credit Card Program Agreement (the “Program Agreement”). Income
earned under the Program Agreement is treated as credit card revenues, net on the Consolidated Statements of Income.
Under the Program Agreement, Citibank offers proprietary and non-proprietary credit cards to the Company’s customers
through previously existing and newly opened accounts.
Merchandise Inventories
Merchandise inventories are valued at lower of cost or market using the last-in, first-out (LIFO) retail inventory
method. Under the retail inventory method, inventory is segregated into departments of merchandise having similar
characteristics, and is stated at its current retail selling value. Inventory retail values are converted to a cost basis by
applying specific average cost factors for each merchandise department. Cost factors represent the average cost-to-retail
ratio for each merchandise department based on beginning inventory and the annual purchase activity. At February 2, 2019
and February 3, 2018, merchandise inventories valued at LIFO, including adjustments as necessary to record inventory at
the lower of cost or market, approximated the cost of such inventories using the first-in, first-out (FIFO) retail inventory
method. The application of the LIFO retail inventory method did not result in the recognition of any LIFO charges or
credits affecting cost of sales for 2018, 2017 or 2016. The retail inventory method inherently requires management
judgments and estimates, such as the amount and timing of permanent markdowns to clear unproductive or slow-moving
inventory, which may impact the ending inventory valuation as well as gross margins.
Permanent markdowns designated for clearance activity are recorded when the utility of the inventory has
diminished. Factors considered in the determination of permanent markdowns include current and anticipated demand,
customer preferences, age of the merchandise and fashion trends. When a decision is made to permanently markdown
merchandise, the resulting gross margin reduction is recognized in the period the markdown is recorded.
Physical inventories are generally taken within each merchandise department annually, and inventory records are
adjusted accordingly, resulting in the recording of actual shrinkage. Physical inventories are taken at all store locations for
substantially all merchandise categories approximately three weeks before the end of the year. Shrinkage is estimated as a
percentage of sales at interim periods and for this approximate three-week period, based on historical shrinkage rates.
While it is not possible to quantify the impact from each cause of shrinkage, the Company has loss prevention programs
and policies that are intended to minimize shrinkage, including the use of radio frequency identification cycle counts and
interim inventories to keep the Company's merchandise files accurate.
F-11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Vendor Allowances
The Company receives certain allowances as reimbursement for markdowns taken and/or to support the gross
margins earned in connection with the sales of merchandise. These allowances are recognized when earned. The Company
also receives advertising allowances from approximately 800 of its merchandise vendors pursuant to cooperative
advertising programs, with some vendors participating in multiple programs. These allowances represent reimbursements
by vendors of costs incurred by the Company to promote the vendors’ merchandise and are netted against advertising and
promotional costs when the related costs are incurred. Advertising allowances in excess of costs incurred are recorded as a
reduction of merchandise costs and, ultimately, through cost of sales when the merchandise is sold.
The arrangements pursuant to which the Company’s vendors provide allowances, while binding, are generally
informal in nature and one year or less in duration. The terms and conditions of these arrangements vary significantly from
vendor to vendor and are influenced by, among other things, the type of merchandise to be supported.
Advertising
Advertising and promotional costs are generally expensed at first showing. Advertising and promotional costs and
cooperative advertising allowances were as follows:
Gross advertising and promotional costs ................................................. $
Cooperative advertising allowances.........................................................
Advertising and promotional costs, net of
cooperative advertising allowances ...................................................... $
Net sales ................................................................................................... $
Advertising and promotional costs, net of cooperative
advertising allowances, as a percent to net sales ..................................
Property and Equipment
2018
2017
(millions)
1,358
196
1,162
24,971
$
$
$
1,397
289
1,108
24,939
$
$
$
2016
1,547
394
1,153
25,908
4.7%
4.4%
4.5%
Depreciation of owned properties is provided primarily on a straight-line basis over the estimated asset lives, which
range from fifteen to fifty years for buildings and building equipment and three to fifteen years for fixtures and equipment.
Real estate taxes and interest on construction in progress and land under development are capitalized. Amounts capitalized
are amortized over the estimated lives of the related depreciable assets. The Company receives contributions from
developers and merchandise vendors to fund building improvement and the construction of vendor shops. Such
contributions are generally netted against the capital expenditures.
Buildings on leased land and leasehold improvements are amortized over the shorter of their economic lives or the
lease term, beginning on the date the asset is put into use.
The carrying value of long-lived assets is periodically reviewed by the Company whenever events or changes in
circumstances indicate that a potential impairment has occurred. For long-lived assets held for use, a potential impairment
has occurred if projected future undiscounted cash flows are less than the carrying value of the assets. The estimate of cash
flows includes management’s assumptions of cash inflows and outflows directly resulting from the use of those assets in
operations. When a potential impairment has occurred, an impairment write-down is recorded if the carrying value of the
long-lived asset exceeds its fair value. The Company believes its estimated cash flows are sufficient to support the carrying
value of its long-lived assets. If estimated cash flows significantly differ in the future, the Company may be required to
record asset impairment write-downs.
If the Company commits to a plan to dispose of a long-lived asset before the end of its previously estimated useful
life, estimated cash flows are revised accordingly, and the Company may be required to record an asset impairment write-
down. Additionally, related liabilities arise such as severance, contractual obligations and other accruals associated with
store closings from decisions to dispose of assets. The Company estimates these liabilities based on the facts and
circumstances in existence for each restructuring decision. The amounts the Company will ultimately realize or disburse
could differ from the amounts assumed in arriving at the asset impairment and restructuring charge recorded.
F-12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company classifies certain long-lived assets as held for disposal by sale and ceases depreciation when the
particular criteria for such classification are met, including the probable sale within one year. For long-lived assets to be
disposed of by sale, an impairment charge is recorded if the carrying amount of the asset exceeds its fair value less costs to
sell. Such valuations include estimations of fair values and incremental direct costs to transact a sale.
Leases
The Company recognizes operating lease minimum rentals on a straight-line basis over the lease term. Executory
costs such as real estate taxes and maintenance, and contingent rentals such as those based on a percentage of sales are
recognized as incurred.
The lease term, which includes all renewal periods that are considered to be reasonably assured, begins on the date
the Company has access to the leased property. The Company receives contributions from landlords to fund buildings and
leasehold improvements. Such contributions are recorded as deferred rent and amortized as reductions to lease expense
over the lease term.
Goodwill and Other Intangible Assets
The carrying value of goodwill and other intangible assets with indefinite lives are reviewed at least annually for
possible impairment in accordance with ASC Subtopic 350-20, Goodwill, including the adoption of Accounting Standards
Update ("ASU") 2017-04, Simplifying the Test for Goodwill Impairment, in the fourth quarter of 2017. Goodwill and other
intangible assets with indefinite lives have been assigned to reporting units for purposes of impairment testing. The
reporting units are the Company’s retail operating divisions. Goodwill and other intangible assets with indefinite lives are
tested for impairment annually at the end of the fiscal month of May. The Company evaluates qualitative factors to
determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value and whether it is
necessary to perform the goodwill impairment process. If required, the Company performs a quantitative impairment test
which involves a comparison of each reporting unit’s fair value to its carrying value and the Company estimates fair value
based on discounted cash flows. The reporting unit’s discounted cash flows require significant management judgment with
respect to sales, gross margin and SG&A rates, capital expenditures and the selection and use of an appropriate discount
rate. The projected sales, gross margin and SG&A expense rate assumptions and capital expenditures are based on the
Company’s annual business plan or other forecasted results. Discount rates reflect market-based estimates of the risks
associated with the projected cash flows directly resulting from the use of those assets in operations. The estimates of fair
value of reporting units are based on the best information available as of the date of the assessment. If the carrying value of
a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to such excess, limited to
the total amount of goodwill allocated to the reporting unit. If the carrying value of an individual indefinite-lived intangible
asset exceeds its fair value, such individual indefinite-lived intangible asset is written down by an amount equal to such
excess.
Capitalized Software
The Company capitalizes purchased and internally developed software and amortizes such costs to expense on a
straight-line basis generally over three to five years. Capitalized software is included in other assets on the Consolidated
Balance Sheets.
Gift Cards
The Company only offers no-fee, non-expiring gift cards to its customers. At the time gift cards are sold or issued, no
revenue is recognized; rather, the Company records an accrued liability to customers. The liability is relieved and revenue
is recognized equal to the amount redeemed at the time gift cards are redeemed for merchandise. The Company records
revenue from unredeemed gift cards (breakage) in net sales on a pro-rata basis over the time period gift cards are actually
redeemed. At least three years of historical data, updated annually, is used to determine actual redemption patterns. The
Company records breakage income within net sales on the Consolidated Statements of Income.
Loyalty Programs
The Company maintains customer loyalty programs in which customers earn points based on their purchases. Under
the Macy’s Star Rewards loyalty program, points are earned based on customers’ spending on Macy’s private label and co-
branded credit cards as well as non-proprietary cards during certain tender-neutral promotional events. Under the Macy’s
brand, the Company previously participated in a coalition program (Plenti) whereby customers could earn points based on
spending levels with bonus opportunities through various targeted offers and promotions at Macy's and other partners. The
F-13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Company's participation in Plenti ended on May 3, 2018. Under the Bloomingdale’s Loyallist program, the Company
offers a tender neutral points-based program. The Company recognizes the estimated net amount of the rewards that will be
earned and redeemed as a reduction to net sales at the time of the initial transaction and as tender when the points are
subsequently redeemed by a customer.
Self-Insurance Reserves
The Company, through its insurance subsidiary, is self-insured for workers compensation and general liability claims
up to certain maximum liability amounts. Although the amounts accrued are actuarially determined based on analysis of
historical trends of losses, settlements, litigation costs and other factors, the amounts the Company will ultimately disburse
could differ from such accrued amounts.
Post Employment and Postretirement Obligations
The Company, through its actuaries, utilizes assumptions when estimating the liabilities for pension and other
employee benefit plans. These assumptions, where applicable, include the discount rates used to determine the actuarial
present value of projected benefit obligations, the rate of increase in future compensation levels, mortality rates, the long-
term rate of return on assets and the growth in health care costs. The Company measures post employment and
postretirement assets and obligations using the month-end that is closest to the Company's fiscal year-end or an interim
period quarter-end if a plan is determined to qualify for a remeasurement. The benefit expense is generally recognized in
the Consolidated Financial Statements on an accrual basis over the average remaining lifetime of participants, and the
accrued benefits are reported in other assets, accounts payable and accrued liabilities and other liabilities on the
Consolidated Balance Sheets, as appropriate.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases, and net operating loss and tax credit carryforwards. Deferred
income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and
liabilities of a change in tax rates is recognized in the Consolidated Statements of Income in the period that includes the
enactment date. Deferred income tax assets are reduced by a valuation allowance when it is more likely than not that some
portion of the deferred income tax assets will not be realized.
Stock Based Compensation
The Company records stock-based compensation expense according to the provisions of ASC Topic 718,
Compensation – Stock Compensation. ASC Topic 718 requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the financial statements based on their fair values. Under the provisions of
ASC Topic 718, the Company determines the appropriate fair value model to be used for valuing share-based payments and
the amortization method for compensation cost.
Comprehensive Income
Total comprehensive income represents the change in equity during a period from sources other than transactions
with shareholders and, as such, includes net income. For the Company, the only other components of total comprehensive
income for 2018, 2017 and 2016 relate to post employment and postretirement plan items. Settlement charges incurred are
included as a separate component of income before income taxes in the Consolidated Statements of Income. Amortization
reclassifications out of accumulated other comprehensive loss are included in the computation of net periodic benefit cost
(income) and are included in benefit plan income, net on the Consolidated Statements of Income.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which established
principles to report useful information to financial statements users about the nature, timing and uncertainty of revenue
from contracts with customers. ASU No. 2014-09 along with various related amendments comprise ASC Topic 606,
Revenue from Contracts with Customers, and provide guidance that is applicable to all contracts with customers regardless
of industry-specific or transaction-specific fact patterns. The new standard and its related updates were adopted by the
F-14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Company on February 4, 2018. On the effective date, the Company elected to apply the new guidance retrospectively to
each prior period presented.
Overall, the new standard did not have a material impact on the results of the Company's operations or consolidated
statements of financial position, but impacted the presentation and timing of certain revenue transactions. Specifically, the
changes included gross presentation of the Company's estimates for future sales returns and related recoverable assets,
presenting income from credit operations, gift card breakage income, and certain loyalty program income as separate
components of revenue and recognizing gift card breakage revenue over the period of redemption for gift cards associated
with certain returns. The Company's evaluation of the new standards included a review of certain vendor arrangements to
determine whether the Company acts as principal or agent in such arrangements and such evaluation did not result in any
material changes in gross versus net presentation as a result of the adoption of the new standards.
In March 2017, the FASB issued ASU No. 2017-07, Compensation-Retirement Benefits (ASC Topic 715), which
requires employers to disaggregate the service cost component from other components of net periodic benefit costs and to
disclose the amounts of net periodic benefit costs that are included in each income statement line item. The standard
requires employers to report the service cost component in the same line item as other compensation costs and to report the
other components of net periodic benefit costs (which include interest costs, expected return on plan assets, amortization of
prior service cost or credits and actuarial gains and losses) separately and outside a subtotal of operating income. The
Company adopted this standard effective February 4, 2018 on a retrospective basis to each prior period presented and has
recognized its net periodic benefit costs, excluding service costs, in benefit plan income, net on its Consolidated Statements
of Income.
In 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (ASC Topic 230): Restricted Cash, and ASU
No. 2016-15, Statement of Cash Flows (ASC Topic 230): Classification of Certain Cash Receipts and Cash Payments.
These standards were issued to resolve numerous diversities in practice with regard to the presentation and classification of
certain cash receipts and payments in the statement of cash flows. The standards were effective for the Company on
February 4, 2018, and were adopted using a retrospective transition method to each prior period presented. As of February
2, 2019 and February 3, 2018, restricted cash balances were primarily included within prepaid expenses and other current
assets on the Consolidated Balance Sheets. The following summarizes the beginning-of-period and end-of-period restricted
cash balances included for 2018, 2017 and 2016 when reconciling the Consolidated Statement of Cash Flows movement.
2018
2017
(millions)
2016
Beginning-of-period restricted cash balances.............................................. $
End-of-period restricted cash balances ........................................................
$
58
86
$
37
58
93
37
In addition to these changes, the Company changed the classification of $34 million of cash payments for the
prepayment of debt from an operating outflow to a financing outflow for 2017.
In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic
220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows for stranded
tax effects in accumulated other comprehensive income resulting from H.R. 1, originally known as the “Tax Cuts and Jobs
Act,” to be reclassified to retained earnings. The Company early adopted this standard during the first quarter of 2018 and,
as a result, reclassified $164 million of stranded tax effects to retained earnings.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize
substantially all leases on-balance sheet and disclose key information about leasing arrangements. The new standard
establishes a right of use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance
sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification
affecting the pattern and classification of expense recognition in the income statement. The new standard is effective for
the Company on February 3, 2019 and will be adopted utilizing a modified retrospective approach that allows for transition
in the period of adoption, with certain practical expedients available.
The Company estimates the adoption of the standard will result in total assets and liabilities increasing by
approximately $2.4 billion to $3.0 billion as of February 3, 2019. The standard is not expected to materially affect
consolidated net income, which is expected to be impacted by changes to the timing of recognition of certain real estate
asset sale gains due to application of the new sale-leaseback guidance and ASU No. 2017-05, Other Income - Gains and
Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20).
F-15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2. Revenue
Net sales
Revenue is recognized when customers obtain control of goods and services promised by the Company. The amount
of revenue recognized is based on the amount that reflects the consideration that is expected to be received in exchange for
those respective goods and services. For 2018, 2017 and 2016, Macy's accounted for approximately 89% of the Company's
net sales. Disaggregation of the Company's net sales by family of business for 2018, 2017 and 2016 were as follows:
Women’s Accessories, Intimate Apparel, Shoes, Cosmetics and Fragrances... $
Women’s Apparel..............................................................................................
Men’s and Kids’................................................................................................
Home/Other (a) ..........................................................................................................................
Total
$
9,500
5,675
5,712
4,084
24,971
$
$
9,483
5,807
5,629
4,020
24,939
$
$
9,795
6,009
5,844
4,260
25,908
(a) Other primarily includes restaurant sales, certain loyalty program income and breakage income from unredeemed gift cards.
2018
2017
2016
The Company's revenue generating activities include the following:
Retail Sales
Retail sales include merchandise sales, inclusive of delivery income, licensed department income, sales of private
brand goods directly to third party retailers and sales of excess inventory to third parties. Sales of merchandise are recorded
at the time of shipment to the customer and are reported net of estimated merchandise returns and certain customer
incentives. Commissions earned on sales generated by licensed departments are included as a component of total net sales
and are recognized as revenue at the time merchandise is sold to customers. Service revenues (e.g., alteration and cosmetic
services) are recorded at the time the customer receives the benefit of the service. The Company has elected to present sales
taxes on a net basis and, as such, sales taxes are included in accounts payable and accrued liabilities until remitted to the
taxing authorities.
Merchandise Returns
The Company estimates merchandise returns using historical data and recognizes an allowance that reduces net sales
and cost of sales. The liability for merchandise returns is included in accounts payable and accrued liabilities on the
Company's Consolidated Balance Sheets and was $269 million as of February 2, 2019 and $291 million as of February 3,
2018. Included in prepaid expenses and other current assets is an asset totaling $188 million as of February 2, 2019 and
$201 million as of February 3, 2018 for the recoverable cost of merchandise estimated to be returned by customers.
Gift Cards and Customer Loyalty Programs
The liability for unredeemed gift cards and customer loyalty programs is included in accounts payable and accrued
liabilities on the Company's Consolidated Balance Sheets and was $856 million as of February 2, 2019 and $906 million as
of February 3, 2018. During 2018, the Company recognized approximately $40 million in breakage income related to
changes in breakage rate estimates. Changes in the liability for unredeemed gift cards and customer loyalty programs are as
follows:
Balance, beginning of year....................................................................... $
Liabilities issued but not redeemed (a)...................................................................
Revenue recognized from beginning liability ..........................................
Balance, end of year ................................................................................. $
906
570
(620)
856
$
$
911
551
(556)
906
$
$
874
635
(598)
911
(a) Net of estimated breakage income.
2018
2017
(millions)
2016
F-16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Credit Card Revenues, net
In connection with the sale of most of the Company's credit card accounts and related receivable balances to
Citibank, the Company and Citibank entered into a long-term marketing and servicing alliance pursuant to the terms of an
amended and restated Credit Card Program Agreement ("Credit Card Program"). The Program Agreement expires March
31, 2025, subject to an additional renewal term of three years. The Program Agreement provides for, among other things,
(i) the ownership by Citibank of the accounts purchased by Citibank, (ii) the ownership by Citibank of new accounts
opened by the Company’s customers, (iii) the provision of credit by Citibank to the holders of the credit cards associated
with the foregoing accounts, (iv) the servicing of the foregoing accounts, and (v) the allocation between Citibank and the
Company of the economic benefits and burdens associated with the foregoing and other aspects of the alliance.
As part of the Program Agreement, the Company receives payments for providing a combination of interrelated
services and intellectual property to Citibank in support of the underlying Credit Card Program. Revenue based on the
spending activity of the underlying accounts is recognized as the respective card purchases occur and the Company’s profit
share is recognized based on the performance of the underlying portfolio. Revenue associated with the establishment of
new credit accounts and assisting in the receipt of payments for existing accounts is recognized as such activities occur.
Credit card revenues include finance charges, late fees and other revenue generated by the Company’s Credit Card
Program, net of fraud losses and expenses associated with establishing new accounts.
Pursuant to the Program Agreement, the Company continues to provide certain servicing functions related to the
accounts and related receivables owned by Citibank and receives compensation from Citibank for these services. The
amounts earned under the Program Agreement related to the servicing functions are deemed adequate compensation and,
accordingly, no servicing asset or liability has been recorded on the Consolidated Balance Sheets. Amounts received under
the Program Agreement were $966 million for 2018, $929 million for 2017 and $912 million for 2016, and are included
within credit card revenues, net on the Consolidated Statements of Income.
The Company’s credit card revenues, net were $768 million for 2018, $702 million for 2017, and $656 million for
2016. This revenue was net of servicing and other credit related expenses, including new account originations and
fraudulent transactions incurred on the Company’s private label credit cards.
F-17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
3. Restructuring, Impairment, Store Closing and Other Costs
Restructuring, impairment, store closing and other costs (income) consist of the following:
Restructuring ............................................................................................ $
Asset Impairments....................................................................................
Other.........................................................................................................
$
2018
2017
(millions)
2016
80
64
(8)
136
$
$
142
53
(9)
186
$
$
168
265
46
479
During 2018, the Company closed or announced the closure of ten Macy's stores. Additionally as part the Company's
commitment to increased productivity to fund investment in the business, in February 2019, the Company launched a
comprehensive, multi-year program focused on growing its profitability rate by improving productivity across the
enterprise. The program includes initiatives to improve margin through enhanced inventory planning and operations,
supply chain efficiencies, pricing optimization, improved private brand sourcing and customer acquisition and retention
strategies. As an initial step, the Company developed a plan in 2018 that reduces the complexity of the upper management
structure to increase the speed of decision making, reduce costs and respond to changing customer expectations.
Restructuring, impairment, store closing and other costs for 2018 included costs and expenses, including severance and
other human-resource related costs, primarily associated with the organizational changes and store closings announced in
January 2019. For 2018, the Company recorded expense of approximately $80 million of severance and other human
resource-related costs associated with these restructuring activities.
During 2017, the Company closed or announced the closure of sixteen Macy's stores, part of the approximately 100
planned closings announced in August 2016. During January 2018 and August 2017, the Company announced restructuring
efforts, including the consolidation of three functions (merchandising, planning and private brands) into a single
merchandising function as well as organizational changes for certain store and non-store functions. Restructuring,
impairment, store closing and other costs for 2017 included costs and expenses, including severance and other human-
resource related costs, primarily associated with the organizational changes and store closings announced in January 2018
and August 2017.
During January 2017, the Company announced a series of actions to streamline its store portfolio, intensify cost
efficiency efforts and execute its real estate strategy. These actions are intended to support the Company's strategy to
further invest in omnichannel capabilities, improve customer experience and create shareholder value. These actions
included the announced closure of sixty-eight Macy's stores, part of the approximately 100 planned closings announced in
August 2016, and the reorganization of the field structure that supports the remaining stores and a significant restructuring
of the Company's operations to focus resources on strategic priorities, improve organizational agility and reduce expense.
Restructuring, impairment, store closing and other costs for 2016 included costs and expenses, including severance and
other human-resource related costs, primarily associated with the organizational changes and store closings announced in
January 2017 and August 2016.
As a result of the Company’s projected undiscounted future cash flows related to certain store locations and other
assets being less than their carrying value, the Company recorded impairment charges, including properties that were the
subject of announced store closings. The fair values of these assets were calculated based on the projected cash flows and
an estimated risk-adjusted rate of return that would be used by market participants in valuing these assets or based on
prices of similar assets.
The Company expects to pay out the majority of the 2018 accrued severance costs, which are included in accounts
payable and accrued liabilities on the Consolidated Balance Sheets, prior to the end of the second quarter of 2019. The
2017 and 2016 accrued severance costs, which were included in accounts payable and accrued liabilities on the
Consolidated Balance Sheets, were paid out in the year subsequent to incurring such severance costs.
F-18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
4.
Properties and Leases
The major classes of property and equipment, net as of February 2, 2019 and February 3, 2018 are as follows:
Land ................................................................................................................................... $
Buildings on owned land ...................................................................................................
Buildings on leased land and leasehold improvements .....................................................
Fixtures and equipment......................................................................................................
Leased properties under capitalized leases ........................................................................
Less accumulated depreciation and amortization .......................................................
$
February 2,
2019
February 3,
2018
(millions)
1,454
4,019
1,404
4,230
25
11,132
4,495
6,637
$
$
1,494
4,106
1,444
4,204
34
11,282
4,610
6,672
In connection with various shopping center agreements, the Company is obligated to operate certain stores within the
centers for periods of up to fifteen years. Some of these agreements require that the stores be operated under a particular
name.
The Company leases a portion of the real estate and personal property used in its operations. Most leases require the
Company to pay real estate taxes, maintenance and other executory costs; some also require additional payments based on
percentages of sales and some contain purchase options. Certain of the Company’s real estate leases have terms that extend
for significant numbers of years and provide for rental rates that increase or decrease over time. In addition, certain of these
leases contain covenants that restrict the ability of the tenant (typically a subsidiary of the Company) to take specified
actions (including the payment of dividends or other amounts on account of its capital stock) unless the tenant satisfies
certain financial tests.
As of February 2, 2019, minimum rental commitments (excluding executory costs) for noncancellable leases,
including executed leases not yet commenced, are as follows:
Capitalized
Leases
Operating
Leases
(millions)
Total
Fiscal year
2019.......................................................................................................... $
2020..........................................................................................................
2021..........................................................................................................
2022..........................................................................................................
2023..........................................................................................................
After 2023 ................................................................................................
Total minimum lease payments................................................................
Less amount representing interest ............................................................
Present value of net minimum capitalized lease payments ...................... $
$
$
3
3
3
3
3
31
46
20
26
325
315
309
283
264
2,758
4,254
$
$
328
318
312
286
267
2,789
4,300
Capitalized leases are included in the Consolidated Balance Sheets as property and equipment while the related
obligation is included in short-term ($1 million) and long-term ($25 million) debt. Amortization of assets subject to
capitalized leases is included in depreciation and amortization expense. Total minimum lease payments shown above have
not been reduced by minimum sublease rentals of $1 million on operating leases.
F-19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company is a guarantor with respect to certain lease obligations associated with The May Department Stores
Company and previously disposed subsidiaries or businesses. The leases, one of which includes potential extensions to
2070, have future minimum lease payments aggregating $240 million and are offset by payments from existing tenants and
subtenants. In addition, the Company is contingently liable for other expenses related to the above leases, such as property
taxes and common area maintenance, which are also payable by existing tenants and subtenants. Potential liabilities related
to these guarantees are subject to certain defenses by the Company. The Company believes that the risk of significant loss
from the guarantees of these lease obligations is remote.
Rental expense consists of:
Real estate (excluding executory costs)
Operating leases –
Minimum rentals........................................................................ $
Contingent rentals ......................................................................
Less income from subleases –
Operating leases .........................................................................
$
Personal property – Operating leases ....................................................... $
2018
2017
(millions)
2016
317
11
328
(1)
327
9
$
$
$
317
11
328
(3)
325
10
$
$
$
312
12
324
(5)
319
11
Included as a reduction to the expense above is deferred rent amortization of $14 million for 2018 and 2017, and $9
million for 2016 related to contributions received from landlords.
F-20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
5. Goodwill and Other Intangible Assets
The following summarizes the Company’s goodwill and other intangible assets:
Non-amortizing intangible assets
Goodwill ................................................................................................................... $
Accumulated impairment losses ...............................................................................
Tradenames...............................................................................................................
$
Amortizing intangible assets
Favorable leases and other contractual assets........................................................... $
Tradenames...............................................................................................................
Accumulated amortization
Favorable leases and other contractual assets...........................................................
Tradenames...............................................................................................................
$
Capitalized software
Gross balance............................................................................................................ $
Accumulated amortization........................................................................................
$
February 2,
2019
February 3,
2018
(millions)
9,290
(5,382)
3,908
403
4,311
136
43
179
(95)
(9)
(104)
75
1,316
(646)
670
$
$
$
$
$
$
9,279
(5,382)
3,897
403
4,300
136
43
179
(87)
(7)
(94)
85
1,364
(663)
701
Finite lived tradenames are being amortized over their respective useful lives of 20 years. Favorable lease intangible
assets are being amortized over their respective lease terms (weighted average remaining life of approximately six years).
Favorable leases, other contractual assets, and tradenames amortization expense amounted to $10 million for 2018,
2017 and 2016. Capitalized software amortization expense amounted to $296 million for 2018, $301 million for 2017 and
$293 million for 2016.
Future estimated amortization expense for assets, excluding in-process capitalized software of $58 million not yet
placed in service as of February 2, 2019, is shown below:
Fiscal year
2019.......................................................................................................................... $
2020..........................................................................................................................
2021..........................................................................................................................
2022..........................................................................................................................
2023..........................................................................................................................
$
9
8
6
6
6
254
192
123
41
2
Amortizing
intangible assets
Capitalized
Software
(millions)
F-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
6. Financing
The Company’s debt is as follows:
Short-term debt:
8.5% Senior debentures due 2019 ........................................................................................... $
Capital lease and current portion of other long-term obligations............................................
Long-term debt:
2.875% Senior notes due 2023................................................................................................ $
3.875% Senior notes due 2022................................................................................................
$
4.5% Senior notes due 2034....................................................................................................
3.45% Senior notes due 2021..................................................................................................
3.625% Senior notes due 2024................................................................................................
4.375% Senior notes due 2023................................................................................................
5.125% Senior debentures due 2042 .......................................................................................
4.3% Senior notes due 2043....................................................................................................
6.7% Senior debentures due 2034 ...........................................................................................
6.9% Senior debentures due 2029 ...........................................................................................
6.375% Senior notes due 2037................................................................................................
6.65% Senior debentures due 2024 .........................................................................................
7.0% Senior debentures due 2028 ...........................................................................................
6.7% Senior debentures due 2028 ...........................................................................................
6.79% Senior debentures due 2027 .........................................................................................
6.9% Senior debentures due 2032 ...........................................................................................
8.5% Senior debentures due 2019 ...........................................................................................
10.25% Senior debentures due 2021 .......................................................................................
7.6% Senior debentures due 2025 ...........................................................................................
8.75% Senior debentures due 2029 .........................................................................................
7.875% Senior debentures due 2030 .......................................................................................
9.5% amortizing debentures due 2021 ....................................................................................
9.75% amortizing debentures due 2021 ..................................................................................
Unamortized debt issue costs ..................................................................................................
Unamortized debt discount......................................................................................................
Premium on acquired debt, using an effective
interest yield of 5.542% to 7.144% .....................................................................................
Capital lease and other long-term obligations.........................................................................
February 2,
2019
February 3,
2018
(millions)
$
$
$
36
7
43
750
550
367
500
500
400
250
250
201
192
192
122
117
103
71
17
—
33
24
13
10
6
3
(18)
(9)
39
25
—
22
22
750
550
550
500
500
400
250
250
264
397
269
296
298
197
165
31
36
33
24
18
12
10
6
(25)
(13)
67
26
$
4,708
$
5,861
F-22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Interest expense and losses (gains) on early retirement of debt are as follows:
Interest on debt ......................................................................................... $
Amortization of debt premium .................................................................
Amortization of financing costs and debt discount ..................................
Interest on capitalized leases ....................................................................
Less interest capitalized on construction..................................................
Interest expense ........................................................................................ $
Losses (gains) on early retirement of debt ............................................... $
2018
2017
(millions)
2016
269
(7)
7
2
271
10
261
33
$
$
$
332
(9)
7
2
332
11
321
$
$
(10) $
392
(22)
5
2
377
10
367
—
During 2018, the Company repurchased $344 million face value of senior notes and debentures. The debt
repurchases were made in the open market for a total cost of $354 million, including expenses and other fees related to the
transactions. Such repurchases resulted in the recognition of expense of $5 million during 2018 presented as losses on early
retirement of debt on the Consolidated Statements of Income.
During December 2018, the Company completed a tender offer and purchased $750 million in aggregate principal
amount of certain senior unsecured notes and debentures. The purchased senior unsecured notes and debentures included
$164 million of 6.65% senior debentures due 2024, $155 million of 7.0% senior debentures due 2028, $114 million of
6.9% senior debentures due 2029, $103 million of 4.5% senior notes due 2034, $94 million of 6.79% senior debentures due
2027, $35 million of 6.7% senior debentures due 2034, $34 million of 6.375% senior notes due 2037, $34 million of 6.7%
senior debentures due 2028, $10 million of 6.9% senior debentures due 2032, $5 million of 8.75% senior debentures due
2029, and $2 million of 7.875% senior debentures due 2030. The total cash cost for the tender offer was $789 million. The
Company recognized $28 million of expense related to the recognition of the tender premium and other costs partially
offset by the unamortized debt premium associated with this debt. This expense is presented as losses on early retirement
of debt on the Consolidated Statements of Income during 2018.
During 2017, the Company completed a tender offer and purchased $400 million in aggregate principal amount of
certain senior unsecured notes and debentures. The purchased senior unsecured notes and debentures included $147
million of 6.9% senior debentures due 2032, $108 million of 6.7% senior debentures due 2034, $96 million of 6.375%
senior notes due 2037, $43 million of 8.75% senior debentures due 2029, and $6 million of 7.875% senior debentures due
2030. The total cash cost for the tender offer was $423 million. The Company recognized $11 million of income related to
the recognition of the unamortized debt premium partially offset by the tender premium and other costs associated with this
debt as gains on early retirement of debt. This income is presented as gains on early retirement of debt on the Consolidated
Statements of Income during 2017.
During 2017, the Company repurchased $247 million face value of senior notes and debentures. The debt
repurchases were made in the open market for a total cash cost of $257 million, including expenses related to the
transactions. Such repurchases resulted in the recognition of expense of $1 million during 2017 presented as losses on early
retirement of debt on the Consolidated Statements of Income.
During August 2016, the Company redeemed at par the principal amount of $108 million of 7.875% senior
debentures due 2036, pursuant to the terms of the debentures. Interest expense in 2016 benefited from the recognition of
unamortized debt premium associated with this debt.
F-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Future maturities of long-term debt, other than capitalized leases, are shown below:
Fiscal year
2020.......................................................................................................................................................... $
2021..........................................................................................................................................................
2022..........................................................................................................................................................
2023..........................................................................................................................................................
2024..........................................................................................................................................................
After 2024 ................................................................................................................................................
539
553
—
1,150
622
1,807
(millions)
During 2017 and 2016, the Company repaid $300 million and $636 million, respectively, of indebtedness at maturity.
The following table shows the detail of debt repayments:
2018
2017
(millions)
2016
6.9% Senior debentures due 2029 ............................................................ $
4.5% Senior notes due 2034 .....................................................................
7.0% Senior debentures due 2028 ............................................................
6.65% Senior debentures due 2024 ..........................................................
7.45% Senior debentures due 2017 ..........................................................
6.7% Senior debentures due 2028 ............................................................
6.79% Senior debentures due 2027 ..........................................................
6.375% Senior notes due 2037 .................................................................
6.7% Senior debentures due 2034 ............................................................
6.9% Senior debentures due 2032 ............................................................
8.75% Senior debentures due 2029 ..........................................................
7.875% Senior debentures due 2030 ........................................................
5.9% Senior notes due 2016 .....................................................................
7.875% Senior notes due 2036 .................................................................
7.45% Senior debentures due 2016 ..........................................................
9.5% amortizing debentures due 2021 .....................................................
9.75% amortizing debentures due 2021 ...................................................
Capital leases and other obligations .........................................................
$
204
183
182
175
—
94
94
77
63
15
5
2
—
—
—
4
2
1
1,101
$
$
The following summarizes certain components of the Company’s debt:
Bank Credit Agreement
3
—
2
4
300
3
—
231
136
219
43
6
—
—
—
4
2
1
954
$
$
—
—
—
—
—
—
—
—
—
—
—
—
577
108
59
4
2
1
751
The Company entered into a credit agreement with certain financial institutions as of May 6, 2016 providing for
revolving credit borrowings and letters of credit in an aggregate amount not to exceed $1,500 million (which may be
increased to $1,750 million at the option of the Company, subject to the willingness of existing or new lenders to provide
commitments for such additional financing) outstanding at any particular time. The agreement is set to expire May 6, 2021
and replaced the prior agreement which was set to expire May 10, 2018.
As of February 2, 2019, and February 3, 2018, there were no revolving credit loans outstanding under this credit
agreement, and there were no borrowings under the agreement during 2018 and 2017. In addition, there were no standby
letters of credit outstanding at February 2, 2019 and February 3, 2018. Revolving loans under the credit agreement bear
interest based on various published rates.
F-24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company's credit agreement, which is an obligation of a 100%-owned subsidiary of Macy’s, Inc. (“Parent”), is
not secured. However, Parent has fully and unconditionally guaranteed this obligation. The credit agreement requires the
Company to maintain a specified interest coverage ratio for the latest four quarters of no less than 3.25 and a specified
leverage ratio as of and for the latest four quarters of no more than 3.75. The Company’s interest coverage ratio for 2018
was 11.22 and its leverage ratio at February 2, 2019 was 1.74, in each case as calculated in accordance with the credit
agreement. The interest coverage ratio is defined as EBITDA divided by net interest expense and the leverage ratio is
defined as debt divided by EBITDA. For purposes of these calculations EBITDA is calculated as net income plus interest
expense, taxes, depreciation, amortization, non-cash impairment of goodwill, intangibles and real estate, non-recurring
cash charges not to exceed in the aggregate $300 million and extraordinary losses less interest income and non-recurring or
extraordinary gains. Debt is adjusted to exclude the premium on acquired debt and net interest is adjusted to exclude the
amortization of premium on acquired debt and premium on early retirement of debt.
A breach of a restrictive covenant in the Company’s credit agreement or the inability of the Company to maintain the
financial ratios described above could result in an event of default under the credit agreement. In addition, an event of
default would occur under the credit agreement if any indebtedness of the Company in excess of an aggregate principal
amount of $150 million becomes due prior to its stated maturity or the holders of such indebtedness become able to cause it
to become due prior to its stated maturity. Upon the occurrence of an event of default, the lenders could, subject to the
terms and conditions of the credit agreement, elect to declare the outstanding principal, together with accrued interest, to be
immediately due and payable. Moreover, most of the Company’s senior notes and debentures contain cross-default
provisions based on the non-payment at maturity, or other default after an applicable grace period, of any other debt, the
unpaid principal amount of which is not less than $100 million that could be triggered by an event of default under the
credit agreement. In such an event, the Company’s senior notes and debentures that contain cross-default provisions would
also be subject to acceleration.
Commercial Paper
The Company is a party to a $1,500 million unsecured commercial paper program. The Company may issue and sell
commercial paper in an aggregate amount outstanding at any particular time not to exceed its then-current combined
borrowing availability under the bank credit agreement described above. The issuance of commercial paper will have the
effect, while such commercial paper is outstanding, of reducing the Company’s borrowing capacity under the bank credit
agreement by an amount equal to the principal amount of such commercial paper. During 2016, the Company utilized
seasonal borrowings available under this commercial paper program. There were no borrowings under the program during
2018 and 2017. As of February 2, 2019 and February 3, 2018, there were no remaining borrowings outstanding under the
commercial paper program.
This program, which is an obligation of a 100%-owned subsidiary of Macy’s, Inc., is not secured. However, Parent
has fully and unconditionally guaranteed the obligations.
Senior Notes and Debentures
The senior notes and the senior debentures are unsecured obligations of a 100%-owned subsidiary of Macy’s, Inc.
and Parent has fully and unconditionally guaranteed these obligations (see Note 16, “Condensed Consolidating Financial
Information”).
Other Financing Arrangements
At February 2, 2019 and February 3, 2018, the Company had dedicated $37 million of cash, included in prepaid
expenses and other current assets, which is used to collateralize the Company’s issuances of standby letters of credit. There
were $28 million of other standby letters of credit outstanding at February 2, 2019 and February 3, 2018.
F-25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
7. Accounts Payable and Accrued Liabilities
February 2,
2019
February 3,
2018
Accounts payable................................................................................................................ $
Gift cards and customer rewards ........................................................................................
Accrued wages and vacation ..............................................................................................
Allowance for future sales returns......................................................................................
Current portion of post employment and postretirement benefits ......................................
Taxes other than income taxes............................................................................................
Lease related liabilities .......................................................................................................
Current portion of workers’ compensation and general liability reserves..........................
Restructuring accruals, including severance.......................................................................
Accrued interest ..................................................................................................................
Deferred real estate gains....................................................................................................
Other ...................................................................................................................................
$
$
(millions)
983
856
268
269
194
134
180
112
67
51
24
228
3,366
$
735
906
229
291
194
157
189
108
93
70
65
234
3,271
Changes in workers’ compensation and general liability reserves, including the current portion, are as follows:
Balance, beginning of year....................................................................... $
Charged to costs and expenses .................................................................
Payments, net of recoveries......................................................................
Balance, end of year ................................................................................. $
497
130
(140)
487
$
$
503
144
(150)
497
$
$
508
145
(150)
503
2018
2017
(millions)
2016
The non-current portion of workers’ compensation and general liability reserves is included in other liabilities on the
Consolidated Balance Sheets. At February 2, 2019 and February 3, 2018, workers’ compensation and general liability
reserves included $112 million which are covered by deposits and receivables included in current assets on the
Consolidated Balance Sheets.
F-26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
8. Taxes
Income tax expense (benefit) is as follows:
2018
2017
2016
Current
Deferred
Total
Current
Deferred
Total
Current
Deferred
Total
Federal .......................... $
State and local...............
$
156
53
209
$
$
79
34
113
$
$
235
87
322
$
$
367
16
383
(millions)
$
$
(462) $
40
(422) $
(95) $
56
(39) $
433
37
470
$
$
(121) $
(3)
(124) $
312
34
346
On December 22, 2017, H.R. 1 was enacted into law. This new tax legislation, among other things, reduced the U.S.
federal corporate tax rate from 35% to 21% effective January 1, 2018.
In applying the impacts of the new tax legislation to its 2017 income tax provision, the Company remeasured its
deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally a
21% federal tax rate and its related impact on the state tax rates. The resulting impact was the recognition of an income tax
benefit of $584 million in the fourth quarter of 2017. In addition, applying the new U.S. federal corporate tax rate of 21%
on January 1, 2018, resulted in a federal income tax statutory rate of 33.7% in 2017. Combining the impacts on the
Company’s current income tax provision and the remeasurement of its deferred tax balances, the Company’s effective
income tax rate was a benefit of 2.6% in 2017.
The income tax expense (benefit) reported differs from the expected tax computed by applying the federal income
tax statutory rate of 21% for 2018, 33.7% for 2017, and 35% for 2016 to income before income taxes net of noncontrolling
interest. The reasons for this difference and their tax effects are as follows:
Expected tax ............................................................................................. $
State and local income taxes, net of federal income tax benefit (a) ............
Federal tax reform deferred tax remeasurement ......................................
Tax impact of equity awards (a) ................................................................................
Federal tax credits ....................................................................................
Change in valuation allowance ................................................................
Other.........................................................................................................
$
2018
2017
(millions)
2016
300
59
(17)
—
(16)
10
(14)
322
$
$
$
515
19
(584)
14
(16)
18
(5)
(39) $
341
12
—
—
(12)
9
(4)
346
(a) 2017 included the recognition of approximately $15 million of net tax shortfalls associated with share-based payment awards due to the adoption of
Accounting Standards Update 2016-09, Improvements to Employee Share-Based Payment Accounting. Historically, the Company had recognized such
amounts as an offset to accumulated excess tax benefits previously recognized in additional paid-in capital.
The Company participates in the Internal Revenue Service (“IRS”) Compliance Assurance Program ("CAP"). As
part of the CAP, tax years are audited on a contemporaneous basis so that all or most issues are resolved prior to the filing
of the tax return. The IRS has completed examinations of 2016 and all prior tax years.
F-27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred
tax liabilities are as follows:
Deferred tax assets
Post employment and postretirement benefits ......................................................... $
Accrued liabilities accounted for on a cash basis for tax purposes ..........................
Long-term debt .........................................................................................................
Unrecognized state tax benefits and accrued interest...............................................
State operating loss and credit carryforwards ..........................................................
Other.........................................................................................................................
Valuation allowance .................................................................................................
Total deferred tax assets....................................................................................
Deferred tax liabilities
Excess of book basis over tax basis of property and equipment ..............................
Merchandise inventories ..........................................................................................
Intangible assets .......................................................................................................
Other.........................................................................................................................
Total deferred tax liabilities ..............................................................................
Net deferred tax liability ................................................................................... $
February 2,
2019
February 3,
2018
(millions)
$
208
222
18
39
103
154
(75)
669
(987)
(398)
(308)
(214)
(1,907)
(1,238) $
188
218
25
39
101
158
(65)
664
(923)
(389)
(276)
(224)
(1,812)
(1,148)
The valuation allowance at February 2, 2019 and February 3, 2018 relates to net deferred tax assets for state net
operating loss and credit carryforwards. The net change in the valuation allowance amounted to an increase of $10 million
for 2018. In 2017, the net change in the valuation allowance amounted to an increase of $29 million, which includes $11
million due to the impact of the deferred tax remeasurement associated with the U.S. federal tax reform.
As of February 2, 2019, the Company had no federal net operating loss carryforwards, state net operating loss
carryforwards, net of valuation allowances, of $374 million, and state credit carryforwards, net of valuation allowances, of
$11 million, which will expire between 2019 and 2038.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
February 2,
2019
February 3,
2018
(millions)
January 28,
2017
Balance, beginning of year ............................................................................ $
Additions based on tax positions related to the current year.........................
Additions for tax positions of prior years......................................................
Reductions for tax positions of prior years....................................................
Settlements ....................................................................................................
Statute expirations .........................................................................................
Balance, end of year ...................................................................................... $
Amounts recognized in the Consolidated Balance Sheets
Current income taxes.............................................................................. $
Deferred income taxes............................................................................
Other liabilities (a) .......................................................................................................
$
140
17
13
(12)
—
(9)
149
28
4
117
149
$
$
$
$
167
7
—
(23)
(2)
(9)
140
11
4
125
140
$
$
$
$
178
16
—
(12)
(4)
(11)
167
6
4
157
167
(a) Unrecognized tax benefits not expected to be settled within one year are included within other liabilities on the Consolidated Balance Sheets.
F-28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Additional information regarding unrecognized benefits and related interest and penalties is as follow:
Amount of unrecognized tax benefits, net of deferred tax assets, that if recognized
would affect the effective tax rate.............................................................................. $
Accrued federal, state and local interest and penalties..................................................
Amounts recognized in the Consolidated Balance Sheets
Current income taxes ...........................................................................................
Other liabilities.....................................................................................................
February 2,
2019
February 3,
2018
(millions)
$
120
56
28
28
111
51
27
24
The Company classifies federal, state and local interest and penalties not expected to be settled within one year as
other liabilities on the Consolidated Balance Sheets and follows a policy of recognizing all interest and penalties related to
unrecognized tax benefits in income tax expense. The accrued federal, state and local interest and penalties primarily relate
to state tax issues and the amount of penalties paid in prior periods, and the amount of penalties accrued at February 2,
2019 and February 3, 2018, are insignificant. Federal, state and local interest and penalties amounted to expense of $5
million for 2018, a credit of $3 million for 2017, and an expense of $2 million for 2016.
The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and
local jurisdictions. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years
before 2015. With respect to state and local jurisdictions, with limited exceptions, the Company and its subsidiaries are no
longer subject to income tax audits for years before 2009. Although the outcome of tax audits is always uncertain, the
Company believes that adequate amounts of tax, interest and penalties have been accrued for any adjustments that are
expected to result from the years still subject to examination.
As of February 2, 2019, the Company believes it is reasonably possible that certain unrecognized tax benefits ranging
from zero to $55 million may be recognized by the end of 2019. It is reasonably possible that there could be other material
changes to the amount of uncertain tax positions due to activities of the taxing authorities, settlement of audit issues or the
reassessment of existing uncertain tax positions; however, the Company is not able to estimate the impact of these items at
this time.
F-29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
9. Retirement Plans
The Company has defined contribution plans which cover substantially all employees who work 1,000 hours or more
in a year. In addition, the Company has a funded defined benefit plan (“Pension Plan”) and an unfunded defined benefit
supplementary retirement plan (“SERP”), which provides benefits, for certain employees, in excess of qualified plan
limitations. Effective January 1, 2012, the Pension Plan was closed to new participants, with limited exceptions, and
effective January 2, 2012, the SERP was closed to new participants.
In February 2013, the Company announced changes to the Pension Plan and SERP whereby eligible employees no
longer earn future pension service credits after December 31, 2013, with limited exceptions. All retirement benefits
attributable to service in subsequent periods are provided through defined contribution plans.
Retirement expenses, excluding settlement charges, included the following components:
401(k) Qualified Defined Contribution Plan...................................... $
Non-Qualified Defined Contribution Plan .........................................
Pension Plan .......................................................................................
Supplementary Retirement Plan.........................................................
$
2018
2017
(millions)
2016
96
1
(64)
31
64
$
$
93
1
(82)
31
43
$
$
94
2
(83)
31
44
The Company estimates the service and interest cost components of net periodic benefit costs for the Pension Plan
and SERP. This method uses a full yield curve approach in the estimation of these components of net periodic benefit
costs. Under this approach, the Company applies discounting using individual spot rates from the yield curve composed of
the rates of return from a portfolio of high quality corporate debt securities available at the measurement date. These spot
rates align to each of the projected benefit obligation and service cost cash flows.
Defined Contribution Plans
The Company has a qualified plan that permits participating associates to defer eligible compensation up to the
maximum limits allowable under the Internal Revenue Code. Beginning January 1, 2014, the Company has a non-qualified
plan which permits participating associates to defer eligible compensation above the limits of the qualified plan. The
Company contributes a matching percentage of employee contributions under both the qualified and non-qualified plans.
Effective January 1, 2014, the Company's matching contribution to the qualified plan was enhanced for all participating
employees, with limited exceptions. Prior to January 1, 2014, the matching contribution rate under the qualified plan was
higher for those employees not eligible for the Pension Plan than for employees eligible for the Pension Plan.
The liability related to the qualified plan matching contribution, which is reflected in accounts payable and accrued
liabilities on the Consolidated Balance Sheets, was $103 million at February 2, 2019 and $101 million at February 3, 2018.
Expense related to matching contributions for the qualified plan amounted to $96 million for 2018, $93 million for 2017
and $94 million for 2016.
At February 2, 2019 and February 3, 2018, the liability under the non-qualified plan, which is reflected in other
liabilities on the Consolidated Balance Sheets, was $27 million and $25 million, respectively. The liability related to the
non-qualified plan matching contribution, which is reflected in accounts payable and accrued liabilities on the Consolidated
Balance Sheets, was $2 million at February 2, 2019 and $1 million at February 3, 2018. Expense related to matching
contributions for the non-qualified plan amounted to $1 million for 2018 and 2017, and $2 million for 2016. In connection
with the non-qualified plan, the Company had mutual fund investments at February 2, 2019 and February 3, 2018 of $27
million and $25 million, respectively, which are included in prepaid expenses and other current assets on the Consolidated
Balance Sheets.
F-30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Pension Plan
The following provides a reconciliation of benefit obligations, plan assets, and funded status of the Pension Plan as
of February 2, 2019 and February 3, 2018:
Change in projected benefit obligation
Projected benefit obligation, beginning of year ....................................................... $
Service cost ..............................................................................................................
Interest cost ..............................................................................................................
Actuarial (gain) loss .................................................................................................
Benefits paid.............................................................................................................
Projected benefit obligation, end of year .................................................................
Changes in plan assets
Fair value of plan assets, beginning of year .............................................................
Actual return on plan assets .....................................................................................
Company contributions ............................................................................................
Benefits paid.............................................................................................................
Fair value of plan assets, end of year .......................................................................
Funded status at end of year ............................................................................................ $
Amounts recognized in the Consolidated Balance Sheets at
February 2, 2019 and February 3, 2018
2018
2017
(millions)
3,271
5
109
(27)
(347)
3,011
3,409
(44)
—
(347)
3,018
7
$
$
3,469
6
104
82
(390)
3,271
3,374
425
—
(390)
3,409
138
Other assets .............................................................................................................. $
7
$
138
Amounts recognized in accumulated other comprehensive loss at
February 2, 2019 and February 3, 2018
Net actuarial loss ...................................................................................................... $
1,109
$
992
The accumulated benefit obligation for the Pension Plan was $3,010 million as of February 2, 2019 and $3,268
million as of February 3, 2018.
F-31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Net pension costs, settlement charges and other amounts recognized in other comprehensive loss for the Pension Plan
included the following actuarially determined components:
Net Periodic Pension Cost
Service cost ....................................................................................... $
Interest cost .......................................................................................
Expected return on assets ..................................................................
Amortization of net actuarial loss .....................................................
Amortization of prior service credit..................................................
Settlement charges....................................................................................
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss
Net actuarial (gain) loss ....................................................................
Amortization of net actuarial loss .....................................................
Settlement charges ............................................................................
Total recognized ....................................................................................... $
2018
2017
(millions)
2016
$
5
109
(206)
28
—
(64)
78
223
(28)
(78)
117
131
$
$
6
104
(223)
31
—
(82)
89
(120)
(31)
(89)
(240)
(233) $
5
108
(227)
31
—
(83)
68
(120)
(31)
(68)
(219)
(234)
The estimated net actuarial loss for the Pension Plan that will be amortized from accumulated other comprehensive
loss into net periodic benefit cost during 2019 is $30 million.
The following weighted average assumptions were used to determine the projected benefit obligations for the
Pension Plan at February 2, 2019 and February 3, 2018:
Discount rate ........................................................................................................................
Rate of compensation increases ...........................................................................................
4.03%
4.00%
3.74%
4.00%
2018
2017
The following weighted average assumptions were used to determine the net periodic pension cost for the Pension
Plan:
Discount rate used to measure service cost ..........................
Discount rate used to measure interest cost .........................
Expected long-term return on plan assets ............................
Rate of compensation increases ...........................................
3.77% - 4.46%
3.39% - 4.06%
6.75%
4.00%
3.75% - 4.06%
3.12% - 3.31%
7.00%
4.10%
3.79% - 4.26%
2.96% - 3.30%
7.00%
4.10%
2018
2017
2016
The Pension Plan’s assumptions are evaluated annually, and at interim re-measurements if required, and updated as
necessary. Due to settlement accounting and re-measurements during 2018, 2017 and 2016, the discount rate used to
measure service cost and the discount rate used to measure interest cost varied between periods. The table above shows the
range of rates used to determine net periodic expense for the Pension Plan.
F-32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The discount rate used to determine the present value of the projected benefit obligation for the Pension Plan is based
on a yield curve constructed from a portfolio of high quality corporate debt securities with various maturities. Each year’s
expected future benefit payments are discounted to their present value at the appropriate yield curve rate, thereby
generating the overall discount rate for the projected benefit obligation.
The Company develops its expected long-term rate of return on plan asset assumption by evaluating input from
several professional advisors taking into account the asset allocation of the portfolio and long-term asset class return
expectations, as well as long-term inflation assumptions. Expected returns for each major asset class are considered along
with their volatility and the expected correlations among them. These expectations are based upon historical relationships
as well as forecasts of how future returns may vary from historical returns. Returns by asset class and correlations among
asset classes are combined using the target asset allocation to derive an expected return for the portfolio as a whole. Long-
term historical returns of the portfolio are also considered. Portfolio returns are calculated net of all expenses, therefore, the
Company also analyzes expected costs and expenses, including investment management fees, administrative expenses,
Pension Benefit Guaranty Corporation premiums and other costs and expenses. As of February 2, 2019, the Company
lowered the assumed annual long-term rate of return for the Pension Plan's assets from 6.75% to 6.50% based on expected
future returns on the portfolio of assets.
The assets of the Pension Plan are managed by investment specialists with the primary objectives of payment of
benefit obligations to Plan participants and an ultimate realization of investment returns over longer periods in excess of
inflation. The Company employs a total return investment approach whereby a mix of domestic and foreign equity
securities, fixed income securities and other investments is used to maximize the long-term return on the assets of the
Pension Plan for a prudent level of risk. Risks are mitigated through asset diversification and the use of multiple investment
managers. The target allocation for plan assets is currently 30% equity securities, 63% debt securities, 2% real estate and
5% private equities.
The Company generally employs investment managers to specialize in a specific asset class. These managers are
chosen and monitored with the assistance of professional advisors, using criteria that include organizational structure,
investment philosophy, investment process, performance compared to market benchmarks and peer groups.
The Company periodically conducts an analysis of the behavior of the Pension Plan’s assets and liabilities under
various economic and interest rate scenarios to ensure that the long-term target asset allocation is appropriate given the
liabilities.
F-33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The fair values of the Pension Plan assets as of February 2, 2019, excluding interest and dividend receivables and
pending investment purchases and sales, by asset category are as follows:
Fair Value Measurements
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Short term investments................................................. $
Money market funds.....................................................
Equity securities:
$
1
33
U.S. stocks.............................................................
U.S. pooled funds..................................................
International pooled funds (a) ........................................
Fixed income securities:
U.S. Treasury bonds ..............................................
Other Government bonds ......................................
Agency backed bonds ...........................................
Corporate bonds ....................................................
Mortgage-backed securities ..................................
Asset-backed securities .........................................
Pooled funds..........................................................
Other types of investments:
117
398
347
52
53
11
513
15
11
1,270
(millions)
— $
33
117
398
78
—
—
—
—
—
—
1,270
$
1
—
—
—
—
52
53
11
513
15
11
—
—
—
—
—
—
—
—
—
—
—
—
—
Real estate (a) .......................................................................
Private equity (a).................................................................
Derivatives in a positive position..........................
Derivatives in a negative position .........................
Total.............................................................................. $
(a) Certain investments that are measured at fair value using the net asset value per share as a practical expedient have not been classified in the fair value
hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the
fair value of plan assets.
56
185
6
(2)
3,066
—
—
—
—
1,896
—
—
6
(2)
660
—
—
—
—
—
$
$
$
F-34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The fair values of the Pension Plan assets as of February 3, 2018, excluding interest and dividend receivables and
pending investment purchases and sales, by asset category are as follows:
Fair Value Measurements
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Short term investments................................................. $
Money market funds.....................................................
Equity securities:
$
5
35
U.S. stocks.............................................................
U.S. pooled funds..................................................
International pooled funds (a) ........................................
Fixed income securities:
U.S. Treasury bonds ..............................................
Other Government bonds ......................................
Agency backed bonds ...........................................
Corporate bonds ....................................................
Mortgage-backed securities ..................................
Asset-backed securities .........................................
Pooled funds..........................................................
Other types of investments:
157
481
447
44
59
13
538
15
6
1,310
Real estate (a) .......................................................................
Private equity (a).................................................................
Derivatives in a positive position..........................
Derivatives in a negative position .........................
Total.............................................................................. $
148
183
9
(3)
3,447
$
(millions)
— $
35
157
481
114
—
—
—
—
—
—
1,310
—
—
—
—
2,097
$
5
—
—
—
—
44
59
13
538
15
6
—
—
—
9
(3)
686
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(a) Certain investments that are measured at fair value using the net asset value per share as a practical expedient have not been classified in the fair value
hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the
fair value of plan assets.
Corporate bonds consist primarily of investment grade bonds of U.S. issuers from diverse industries.
The fair value of certain pooled funds including equity securities, real estate, hedge funds and private equity
investments represents the reported net asset value of shares or underlying assets of the investment as a practical expedient
to estimate fair value. International equity pooled funds seek to provide long-term capital growth and income by investing
in equity securities of non-U.S. companies located both in developed and emerging markets. There are generally no
redemption restrictions or unfunded commitments related to these equity securities.
F-35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Real estate investments include several funds which seek risk-adjusted return by providing a stable, income-driven
rate of return over the long term with high potential for growth of net investment income and appreciation of value. The
real estate investments are diversified across property types and geographical areas primarily in the United States of
America. Private equity investments have an objective of realizing aggregate long-term returns in excess of those available
from investments in the public equity markets. Private equity investments generally consist of limited partnerships in the
United States of America, Europe and Asia. Private equity and real estate investments are valued using fair values per the
most recent financial reports provided by the investment sponsor, adjusted as appropriate for any lag between the date of
the financial reports and the Company’s reporting date.
Due to the nature of the underlying assets of the real estate and private equity investments, changes in market
conditions and the economic environment may significantly impact the net asset value of these investments and,
consequently, the fair value of the Pension Plan’s investments. These investments are redeemable at net asset value to the
extent provided in the documentation governing the investments. However, these redemption rights may be restricted in
accordance with the governing documents. Redemption of these investments is subject to restrictions including lock-up
periods where no redemptions are allowed, restrictions on redemption frequency and advance notice periods for
redemptions. As of February 2, 2019 and February 3, 2018, certain of these investments are generally subject to lock-up
periods, ranging from one to nine years, certain of these investments are subject to restrictions on redemption frequency,
ranging from daily to four times per year, and certain of these investments are subject to advance notice requirements. As
of February 2, 2019 and February 3, 2018, the Pension Plan had unfunded commitments related to certain of these
investments totaling $49 million and $64 million, respectively.
The Company does not anticipate making funding contributions to the Pension Plan in 2019.
The following benefit payments are estimated to be paid from the Pension Plan:
Fiscal year
2019.................................................................................................................................... $
2020....................................................................................................................................
2021....................................................................................................................................
2022....................................................................................................................................
2023....................................................................................................................................
2024-2028...........................................................................................................................
325
287
269
260
235
1,018
(millions)
F-36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Supplementary Retirement Plan
The following provides a reconciliation of benefit obligations, plan assets and funded status of the supplementary
retirement plan as of February 2, 2019 and February 3, 2018:
Change in projected benefit obligation
Projected benefit obligation, beginning of year ....................................................... $
Service cost ..............................................................................................................
Interest cost ..............................................................................................................
Actuarial (gain) loss .................................................................................................
Benefits paid.............................................................................................................
Projected benefit obligation, end of year .................................................................
Change in plan assets
Fair value of plan assets, beginning of year .............................................................
Company contributions ............................................................................................
Benefits paid.............................................................................................................
Fair value of plan assets, end of year .......................................................................
Funded status at end of year ............................................................................................ $
Amounts recognized in the Consolidated Balance Sheets at
February 2, 2019 and February 3, 2018
Accounts payable and accrued liabilities ................................................................. $
Other liabilities.........................................................................................................
$
Amounts recognized in accumulated other comprehensive loss at
February 2, 2019 and February 3, 2018
Net actuarial loss ...................................................................................................... $
Prior service cost ......................................................................................................
$
2018
2017
(millions)
$
703
—
23
(9)
(73)
644
—
73
(73)
—
(644) $
(68) $
(576)
(644) $
218
6
224
$
$
747
—
22
20
(86)
703
—
86
(86)
—
(703)
(69)
(634)
(703)
244
7
251
The accumulated benefit obligation for the supplementary retirement plan was $644 million as of February 2, 2019
and $703 million as of February 3, 2018.
F-37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Net pension costs, settlement charges and other amounts recognized in other comprehensive loss for the
supplementary retirement plan included the following actuarially determined components:
Net Periodic Pension Cost
Service cost ....................................................................................... $
Interest cost .......................................................................................
Amortization of net actuarial loss .....................................................
Amortization of prior service cost ....................................................
Settlement charges....................................................................................
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss
Net actuarial (gain) loss ....................................................................
Amortization of net actuarial loss .....................................................
Amortization of prior service cost ....................................................
Settlement charges ............................................................................
Total recognized ....................................................................................... $
2018
2017
(millions)
2016
— $
23
7
1
31
10
(9)
(7)
(1)
(10)
(27)
14
$
— $
22
8
1
31
16
20
(8)
(1)
(16)
(5)
42
$
—
22
9
—
31
30
26
(9)
—
(30)
(13)
48
The estimated net actuarial loss and prior service cost for the supplementary retirement plan that will be amortized
from accumulated other comprehensive loss into net periodic benefit cost during 2019 is $8 million.
The following weighted average assumption was used to determine the projected benefit obligations for the
supplementary retirement plan at February 2, 2019 and February 3, 2018:
Discount rate ........................................................................................................................
4.10%
3.78%
2018
2017
The following weighted average assumption was used to determine net pension costs for the supplementary
retirement plan:
Discount rate used to measure interest cost....................................
2018
3.39% - 4.09%
2017
3.10% - 3.26%
2016
2.65% - 3.16%
The supplementary retirement plan’s assumptions are evaluated annually, and at interim re-measurements if required,
and updated as necessary. Due to settlement accounting and re-measurements during 2018, 2017 and 2016, the discount
rate used to measure interest cost varied between periods. The table above shows the range of rates used to determine net
periodic expense for the supplementary retirement plan.
The discount rate used to determine the present value of the projected benefit obligation for the supplementary
retirement plan is based on a yield curve constructed from a portfolio of high quality corporate debt securities with various
maturities. Each year’s expected future benefit payments are discounted to their present value at the appropriate yield curve
rate, thereby generating the overall discount rate for the projected benefit obligation.
F-38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following benefit payments are estimated to be funded by the Company and paid from the supplementary
retirement plan:
Fiscal year
(millions)
2019.................................................................................................................................... $
2020....................................................................................................................................
2021....................................................................................................................................
2022....................................................................................................................................
2023....................................................................................................................................
2024-2028...........................................................................................................................
68
48
47
46
46
211
F-39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
10. Postretirement Health Care and Life Insurance Benefits
In addition to pension and other supplemental benefits, certain retired employees currently are provided with
specified health care and life insurance benefits. Eligibility requirements for such benefits vary by division and subsidiary,
but generally state that benefits are available to eligible employees who were hired prior to a certain date and retire after a
certain age with specified years of service. Certain employees are subject to having such benefits modified or terminated.
The following provides a reconciliation of benefit obligations, plan assets, and funded status of the postretirement
obligations as of February 2, 2019 and February 3, 2018:
Change in accumulated postretirement benefit obligation
Accumulated postretirement benefit obligation, beginning of year ......................... $
Service cost ..............................................................................................................
Interest cost ..............................................................................................................
Plan amendment .......................................................................................................
Actuarial gain ...........................................................................................................
Medicare Part D subsidy ..........................................................................................
Benefits paid.............................................................................................................
Accumulated postretirement benefit obligation, end of year ...................................
Change in plan assets
Fair value of plan assets, beginning of year .............................................................
Company contributions ............................................................................................
Benefits paid.............................................................................................................
Fair value of plan assets, end of year .......................................................................
Funded status at end of year ............................................................................................ $
Amounts recognized in the Consolidated Balance Sheets at
February 2, 2019 and February 3, 2018
Accounts payable and accrued liabilities ................................................................. $
Other liabilities.........................................................................................................
$
Amounts recognized in accumulated other comprehensive loss at
February 2, 2019 and February 3, 2018
Net actuarial gain ..................................................................................................... $
Prior service credit ...................................................................................................
$
2018
2017
(millions)
$
156
—
5
—
(11)
—
(13)
137
—
13
(13)
—
(137) $
(15) $
(122)
(137) $
(41) $
(9)
(50) $
186
—
5
(10)
(9)
1
(17)
156
—
17
(17)
—
(156)
(17)
(139)
(156)
(35)
(10)
(45)
F-40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Net postretirement benefit costs and other amounts recognized in other comprehensive loss included the following
actuarially determined components:
Net Periodic Postretirement Benefit Cost
Service cost ....................................................................................... $
Interest cost .......................................................................................
Amortization of net actuarial gain ....................................................
Amortization of prior service credit..................................................
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss
Net actuarial gain ..............................................................................
Amortization of net actuarial gain ....................................................
Amortization of prior service credit..................................................
Prior service credit ............................................................................
Total recognized ....................................................................................... $
2018
2017
(millions)
2016
— $
5
(5)
(1)
(1)
(11)
5
1
—
(5)
(6) $
— $
5
(5)
—
—
(9)
5
—
(10)
(14)
(14) $
—
6
(4)
—
2
(13)
4
—
—
(9)
(7)
The estimated net actuarial gain and prior service credit that will be amortized from accumulated other
comprehensive loss into net periodic postretirement benefit cost during 2019 is $7 million.
The following weighted average assumption was used to determine the accumulated postretirement benefit
obligations at February 2, 2019 and February 3, 2018:
Discount rate ........................................................................................................................
4.02%
3.71%
2018
2017
The following weighted average assumption was used to determine the net postretirement benefit costs for the
postretirement obligations:
Discount rate used to measure interest cost .............................................
3.28%
3.17%
3.14%
2018
2017
2016
The accumulated postretirement benefit obligation assumptions are evaluated annually, and at interim re-
measurements if required, and updated as necessary.
The discount rate used to determine the present value of the Company’s accumulated postretirement benefit
obligations is based on a yield curve constructed from a portfolio of high quality corporate debt securities with various
maturities. Each year’s expected future benefit payments are discounted to their present value at the appropriate yield curve
rate, thereby generating the overall discount rate for the accumulated postretirement benefit obligations.
The Company estimates the interest cost component of net periodic benefit costs using a full yield curve approach in
the estimation of these components of net periodic benefit costs. Under this approach, the Company applies discounting
using individual spot rates from the yield curve composed of the rates of return from a portfolio of high quality corporate
debt securities available at the measurement date. These spot rates align to each of the projected benefit obligation and
service cost cash flows.
F-41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The future medical benefits provided by the Company for certain employees are based on a fixed amount per year of
service, and the accumulated postretirement benefit obligation is not affected by increases in health care costs. However,
the future medical benefits provided by the Company for certain other employees are affected by increases in health care
costs.
The following provides the assumed health care cost trend rates related to the Company’s accumulated postretirement
benefit obligations at February 2, 2019 and February 3, 2018:
Health care cost trend rates assumed for next year .................................................
Rates to which the cost trend rate is assumed to decline
(the ultimate trend rate)........................................................................................
Year that the rate reaches the ultimate trend rate.....................................................
2018
2017
5.38% - 9.31% 5.50% - 10.50%
4.5%
2027
4.5%
2027
The assumed health care cost trend rates have an impact on the amounts reported for the accumulated postretirement
benefit obligations. A one-percentage-point change in the assumed health care cost trend rates would have the following
effects:
Effect on total of service and interest cost............................................................... $
Effect on accumulated postretirement benefit obligations ...................................... $
1 – Percentage
Point Increase
1 – Percentage
Point Decrease
(millions)
— $
$
7
—
(6)
The following table reflects the benefit payments estimated to be funded by the Company and paid from the
accumulated postretirement benefit obligations and estimated federal subsidies expected to be received under the Medicare
Prescription Drug Improvement and Modernization Act of 2003:
Expected
Benefit
Payments
Expected
Federal
Subsidy
(millions)
Fiscal Year
2019.......................................................................................................................... $
2020..........................................................................................................................
2021..........................................................................................................................
2022..........................................................................................................................
2023..........................................................................................................................
2024-2028.................................................................................................................
$
15
14
13
13
12
47
—
—
—
—
—
1
F-42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
11. Stock-Based Compensation
The following disclosures present the Company’s equity plans on a combined basis. The equity plans are
administered by the Compensation and Management Development Committee of the Board of Directors (the “CMD
Committee”). The CMD Committee is authorized to grant options, stock appreciation rights, restricted stock and restricted
stock units to officers and key employees of the Company and its subsidiaries and to non-employee directors. The equity
plans are intended to help the Company attract and retain directors, officers, other key executives and employees and is
also intended to provide incentives and rewards relating to the Company’s business plans to encourage such persons to
devote themselves to the business of the Company. There have been no grants of stock appreciation rights under the equity
plans.
Stock option grants have an exercise price at least equal to the market value of the underlying common stock on the
date of grant, have ten-year terms and typically vest ratably over four years of continued employment. Restricted stock and
time-based restricted stock unit awards generally vest one to four years from the date of grant. Performance-based
restricted stock units generally are earned based on the attainment of specified goals achieved over the performance period.
As of February 2, 2019, approximately 20 million shares of common stock were available for additional grants
pursuant to the Company’s equity plans. Shares awarded are generally issued from the Company's treasury stock.
Stock-based compensation expense included the following components:
Stock options ............................................................................................ $
Restricted stock units ...............................................................................
$
2018
2017
(millions)
2016
24
39
63
$
$
34
24
58
$
$
43
18
61
All stock-based compensation expense is recorded in SG&A expense in the Consolidated Statements of Income.
Stock Options
The fair value of stock options granted during 2018, 2017 and 2016 and the weighted average assumptions used to
estimate the fair value are as follows:
Weighted average grant date fair value of stock options
granted during the period...................................................................... $
Dividend yield ..........................................................................................
Expected volatility....................................................................................
Risk-free interest rate ...............................................................................
Expected life.............................................................................................
2018
2017
2016
$
7.43
5.2%
41.1%
2.7%
5.6 years
5.84
6.2%
41.8%
1.9%
5.7 years
$
12.14
3.8%
42.7%
1.4%
5.7 years
The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing
model. The Company estimates the expected volatility and expected option life assumption consistent with ASC Topic 718,
Compensation – Stock Compensation. The expected volatility of the Company’s common stock at the date of grant is
estimated based on a historic volatility rate and the expected option life is calculated based on historical stock option
experience as the best estimate of future exercise patterns. The dividend yield assumption is based on historical and
anticipated dividend payouts. The risk-free interest rate assumption is based on observed interest rates consistent with the
expected life of each stock option grant. The Company uses historical data to estimate pre-vesting option forfeitures and
records stock-based compensation expense only for those awards that are expected to vest. Compensation expense is
recorded for all stock options expected to vest based on the amortization of the fair value at the date of grant on a straight-
line basis primarily over the vesting period of the options.
F-43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Activity related to stock options for 2018 is as follows:
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life
(years)
Aggregate
Intrinsic
Value
(millions)
Shares
(thousands)
Outstanding, beginning of period .................................
20,376
$
Granted .........................................................................
Canceled or forfeited ....................................................
Exercised.......................................................................
Outstanding, end of period ...........................................
Exercisable, end of period ............................................
Options expected to vest...............................................
1,495
(794)
(2,184)
18,893
12,960
4,937
$
$
$
38.80
29.53
47.93
21.02
39.73
41.93
34.37
Additional information relating to stock options is as follows:
4.5
8.0
$
$
18
3
2018
2017
(millions)
2016
Intrinsic value of options exercised............................................................................ $
Cash received from stock options exercised
$
27
45
$
3
6
12
35
As of February 2, 2019, the Company had $25 million of unrecognized compensation costs related to nonvested
stock options, which is expected to be recognized over a weighted average period of approximately 2.0 years.
Restricted Stock Units
The weighted average grant date fair values of performance-based and time-based restricted stock units granted
during 2018, 2017 and 2016 are as follows:
Restricted stock units (performance-based) ............................................. $
Restricted stock units (time-based) ..........................................................
$
30.64
25.57
$
27.16
20.75
43.72
35.61
2018
2017
2016
During 2018, 2017 and 2016, the CMD Committee approved awards of performance-based restricted stock units to
certain senior executives of the Company. Each award reflects a target number of shares (“Target Shares”) that may be
issued to the award recipient. These awards may be earned upon the completion of three-year performance periods ending
January 30, 2021, February 1, 2020, and February 2, 2019, respectively. Whether units are earned at the end of the
performance period will be determined based on the achievement of certain performance objectives over the performance
period. The performance objectives include achieving an EBITDA as a percent to sales ratio, owned plus licensed
comparable sales growth and a return on invested capital ratio. The performance-based restricted stock units also include a
performance objective relating to relative total shareholder return (“TSR”). Relative TSR reflects the change in the value
of the Company’s common stock over the performance period in relation to the change in the value of the common stock of
a twelve-company executive compensation peer group over the performance period, assuming the reinvestment of
dividends. Depending on the results achieved during the three-year performance periods, the actual number of shares that a
grant recipient receives at the end of the period may range from 0% to 150% of the Target Shares granted.
F-44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The fair value of the Target Shares and restricted stock awards are based on the fair value of the underlying shares on
the date of grant. The fair value of the portion of the Target Shares that relate to a relative TSR performance objective was
determined using a Monte Carlo simulation analysis to estimate the total shareholder return ranking of the Company
among a twelve-company executive compensation peer group over the remaining performance periods. The expected
volatility of the Company’s common stock at the date of grant was estimated based on a historical average volatility rate
for the approximate three-year performance period. The dividend yield assumption was based on historical and anticipated
dividend payouts. The risk-free interest rate assumption was based on observed interest rates consistent with the
approximate three-year performance measurement period.
The fair value of a restricted stock unit award at the grant date is equal to the market price of the Company's common
stock on the grant date. Compensation expense is recorded for all restricted stock unit awards based on the amortization of
the fair market value at the date of grant over the period the restrictions lapse or over the performance period of the
performance-based restricted stock units. As of February 2, 2019, the Company had $48 million of unrecognized
compensation costs related to nonvested restricted stock units, which is expected to be recognized over a weighted average
period of approximately 2.5 years.
Activity related to restricted stock units for 2018 is as follows:
Nonvested, beginning of period...........................................................................................
Granted – performance-based ..............................................................................................
Performance adjustment.......................................................................................................
Granted – time-based ...........................................................................................................
Forfeited...............................................................................................................................
Vested...................................................................................................................................
Nonvested, end of period .....................................................................................................
Weighted
Average
Grant Date
Fair Value
Shares
(thousands)
3,157
749
(455)
1,427
(203)
(532)
4,143
$
$
30.51
30.64
43.72
25.57
25.94
40.43
26.33
F-45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
12. Shareholders’ Equity
The authorized shares of the Company consist of 125 million shares of preferred stock (“Preferred Stock”), par value
of $.01 per share, with no shares issued, and 1,000 million shares of common stock, par value of $.01 per share, with 333.6
million shares of common stock issued and 307.5 million shares of common stock outstanding at February 2, 2019, and
with 333.6 million shares of common stock issued and 304.8 million shares of common stock outstanding at February 3,
2018 (with shares held in the Company’s treasury being treated as issued, but not outstanding).
The Company retired 8.0 million shares of common stock during 2016. No shares of common stock were retired
during 2018 and 2017.
Commencing in January 2000, the Company’s board of directors has from time to time approved authorizations to
purchase, in the aggregate, up to $18,000 million of common stock, which includes the Company's board of directors
approval of an additional authorization to purchase common stock of $1,500 million on February 26, 2016. All
authorizations are cumulative and do not have an expiration date. During 2016, the Company purchased approximately 7.9
million shares of common stock under its share repurchase program for a total of $316 million. As of February 2, 2019,
$1,716 million of authorization remained unused. The Company may continue or, from time to time, suspend repurchases
of its shares under its share repurchase program, depending on prevailing market conditions, alternative uses of capital and
other factors.
Common Stock
The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a
vote of shareholders. Subject to preferential rights that may be applicable to any Preferred Stock, holders of common stock
are entitled to receive ratably such dividends as may be declared by the Board of Directors in its discretion, out of funds
legally available.
Treasury Stock
Treasury stock contains shares repurchased under the share repurchase program, shares repurchased to cover
employee tax liabilities related to stock plan activity and shares maintained in a trust related to deferred compensation
plans. Under the deferred compensation plans, shares are maintained in a trust to cover the number estimated to be needed
for distribution on account of stock credits currently outstanding.
F-46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Changes in the Company’s common stock issued and outstanding, including shares held by the Company’s treasury,
are as follows:
Balance at January 30, 2016.............
Stock issued under stock plans.........
Stock repurchases
Repurchase program .................
Other..........................................
Deferred compensation plan
distributions ..................................
Retirement of common stock ...........
Balance at January 28, 2017.............
Stock issued under stock plans.........
Stock repurchases
Other..........................................
Deferred compensation plan
distributions ..................................
Balance at February 3, 2018.............
Stock issued under stock plans.........
Stock repurchases
Other..........................................
Deferred compensation plan
distributions ..................................
(8,000)
333,606
333,606
Common
Stock
Issued
Deferred
Compensation
Plans
341,606
(1,170)
(87)
Treasury Stock
Other
(thousands)
Total
Common
Stock
Outstanding
(30,180)
1,612
(7,874)
(5)
8,000
(28,447)
590
(31,350)
1,525
(7,874)
(5)
161
8,000
(29,543)
471
310,256
1,525
(7,874)
(5)
161
—
304,063
471
(38)
(38)
(38)
(27,895)
2,756
269
(28,841)
2,650
269
304,765
2,650
(6)
(6)
(6)
(25,145)
111
(26,086)
111
307,520
161
(1,096)
(119)
269
(946)
(106)
111
(941)
Balance at February 2, 2019.............
333,606
Accumulated Other Comprehensive Loss
For the Company, the only component of accumulated other comprehensive loss for 2018, 2017 and 2016 relates to
post employment and postretirement plan items. The net actuarial gains and losses and prior service costs and credits
related to post employment and postretirement benefit plans are reclassified out of accumulated other comprehensive loss
and included in the computation of net periodic benefit cost (income) and are included in benefit plan income, net in the
Consolidated Statements of Income. In addition, the Company incurred the pro-rata recognition of net actuarial losses
associated with an increase in lump sum distributions associated with store closings, organizational restructuring, and
periodic distribution activity as settlement charges in the Consolidated Statements of Income. See Note 9, "Retirement
Plans," and Note 10, "Postretirement Health Care and Life Insurance Benefits," for further information.
F-47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
13. Fair Value Measurements and Concentrations of Credit Risk
The following table shows the Company’s financial assets that are required to be measured at fair value on a
recurring basis, by level within the hierarchy as defined by applicable accounting standards:
February 2, 2019
Fair Value Measurements
February 3, 2018
Fair Value Measurements
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Total
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
(millions)
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Marketable
equity and
debt securities ....... $101
$
27
$
74
$
— $117
$
25
$
92
$
—
Other financial instruments not measured at fair value on a recurring basis include cash and cash equivalents,
receivables, certain-short term investments and other assets, short-term debt, merchandise accounts payable, accounts
payable and accrued liabilities and long-term debt. With the exception of long-term debt, the carrying amount approximates
fair value because of the short maturity of these instruments. The fair values of long-term debt, excluding capitalized
leases, are generally estimated based on quoted market prices for identical or similar instruments, and are classified as
Level 2 measurements within the hierarchy as defined by applicable accounting standards.
The following table shows the estimated fair value of the Company’s long-term debt, excluding capital leases and
other obligations:
February 2, 2019
February 3, 2018
Notional
Amount
Carrying
Amount
Fair
Value
Notional
Amount
Carrying
Amount
Fair
Value
(millions)
Long-term debt ...................................................... $
4,671
$
4,683
$
4,407
$
5,806
$
5,835
$
5,751
The following table shows certain of the Company’s long-lived assets, which includes tangible and intangible assets,
that were measured at fair value on a nonrecurring basis during 2018 and 2017:
February 2, 2019
Fair Value Measurements
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Total
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
February 3, 2018
Fair Value Measurements
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Long-lived assets ..... $ 24
$
— $
— $
(millions)
24
$ 24
$
— $
— $
24
During 2018, long-lived assets with a carrying value of $84 million were written down to their fair value of $24
million, resulting in asset impairment charges of $60 million. During 2017, long-lived assets with a carrying value of $77
million were written down to their fair value of $24 million, resulting in asset impairment charges of $53 million. The fair
values of these assets were calculated based on the projected cash flows and an estimated risk-adjusted rate of return that
would be used by market participants in valuing these assets or prices of similar assets.
F-48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of
temporary cash investments. The Company places its temporary cash investments in what it believes to be high credit
quality financial instruments.
14. Earnings Per Share Attributable to Macy's, Inc. Shareholders
The following table sets forth the computation of basic and diluted earnings per share attributable to Macy's, Inc.
shareholders:
2018
2017
2016
Net
Income
Shares
Net
Income
Shares
Net
Income
Shares
(millions, except per share data)
Net income attributable to
Macy's, Inc. shareholders
and average number of
shares outstanding ................. $ 1,108
306.8
$ 1,566
304.5
$
627
Shares to be issued under
deferred compensation
and other plans.......................
Basic earnings per share
attributable to Macy's,
Inc. shareholders ...............
Effect of dilutive securities:
Stock options, restricted
stock and restricted
stock units .........................
Diluted earnings per share
attributable to Macy's,
Inc. shareholders ...............
$ 1,108
307.7
$ 1,566
305.4
$
627
0.9
0.9
$ 3.60
$ 5.13
$ 2.03
$ 1,108
311.4
$ 1,566
306.8
$
627
3.7
1.4
$ 3.56
$ 5.10
$ 2.02
307.6
0.9
308.5
2.3
310.8
In addition to the stock options and restricted stock units reflected in the foregoing table, stock options to purchase
15.3 million shares of common stock and restricted stock units relating to 0.9 million shares of common stock were
outstanding at February 2, 2019, stock options to purchase 16.6 million of shares of common stock and restricted stock
units relating to 0.9 million shares of common stock were outstanding at February 3, 2018, and stock options to purchase
15.5 million of shares of common stock and restricted stock units relating to 1.1 million shares of common stock were
outstanding at January 28, 2017, but were not included in the computation of diluted earnings per share attributable to
Macy's, Inc. shareholders for 2018, 2017 and 2016, respectively, because their inclusion would have been antidilutive or
they were subject to performance conditions that had not been met.
F-49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
15. Quarterly Results (unaudited)
Unaudited quarterly results for the last two years were as follows:
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
(millions, except per share data)
2018:
Net sales................................................................. $
Credit card revenues, net .......................................
5,541
$
5,572
$
5,404
$
157
186
185
Cost of sales...........................................................
Selling, general and administrative expenses........
Gains on sale of real estate ....................................
Restructuring, impairment, store closing and
other costs ..........................................................
Benefit plan income, net........................................
Settlement charges.................................................
Net income attributable to Macy's, Inc.
shareholders .......................................................
Basic earnings per share attributable to
Macy's, Inc. shareholders ..................................
Diluted earnings per share attributable to
Macy's, Inc. shareholders ..................................
(3,382)
(2,083)
24
(19)
11
—
139
0.45
0.45
(3,320)
(2,164)
46
(17)
11
(50)
166
0.54
0.53
(3,226)
(2,255)
42
(3)
9
(23)
62
0.20
0.20
2017:
Net sales................................................................. $
Credit card revenues, net .......................................
5,350
$
5,636
$
5,281
$
161
167
145
Cost of sales...........................................................
Selling, general and administrative expenses........
Gains on sale of real estate ....................................
Restructuring, impairment, store closing and
other costs ..........................................................
Benefit plan income, net........................................
Settlement charges.................................................
Net income attributable to Macy's, Inc.
shareholders .......................................................
Basic earnings per share attributable to
Macy's, Inc. shareholders ..................................
Diluted earnings per share attributable to
Macy's, Inc. shareholders ..................................
(3,303)
(2,057)
68
—
13
—
78
0.26
0.26
(3,403)
(2,161)
43
—
14
(51)
111
0.36
0.36
(3,152)
(2,188)
65
(33)
15
(22)
30
0.10
0.10
Note: Annual results may not equal the sum of the quarterly results for the respective periods due to rounding conventions.
8,455
240
(5,288)
(2,538)
278
(97)
8
(15)
740
2.40
2.37
8,672
229
(5,323)
(2,548)
368
(152)
15
(32)
1,347
4.41
4.38
F-50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
16. Condensed Consolidating Financial Information
Certain debt obligations of the Company described in Note 6, "Financing," which constitute debt obligations of
Parent’s 100%-owned subsidiary, Macy’s Retail Holdings, Inc. (“Subsidiary Issuer”), are fully and unconditionally
guaranteed by Parent. In the following condensed consolidating financial statements, “Other Subsidiaries” includes all
other direct subsidiaries of Parent, including Bluemercury, Inc., FDS Bank, West 34th Street Insurance Company New
York, Macy's Merchandising Corporation, Macy’s Merchandising Group, Inc. and its subsidiaries Macy's Merchandising
Group (Hong Kong) Limited, Macy's Merchandising Group Procurement, LLC, Macy’s Merchandising Group
International, LLC, Macy's Merchandising Group International (Hong Kong) Limited, and Macy's China Limited.
“Subsidiary Issuer” includes operating divisions and non-guarantor subsidiaries of the Subsidiary Issuer on an equity basis.
The assets and liabilities and results of operations of the non-guarantor subsidiaries of the Subsidiary Issuer are also
reflected in “Other Subsidiaries.”
Condensed Consolidating Statements of Comprehensive Income for 2018, 2017 and 2016, Consolidating Balance
Sheets as of February 2, 2019 and February 3, 2018, and the related Condensed Consolidating Statements of Cash Flows
for 2018, 2017, and 2016 are presented on the following pages.
F-51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Statement of Comprehensive Income
For 2018
(millions)
Parent
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
Consolidated
$
23,720
$
771
(7,800) $
—
24,971
768
Net sales................................................................ $
Credit card revenues (expense), net......................
Cost of sales..........................................................
Selling, general and administrative expenses .......
Gains on sale of real estate ...................................
Restructuring, impairment, store closing and
other costs .........................................................
Operating income (loss)........................................
Benefit plan income, net .......................................
Settlement charges ................................................
Interest (expense) income, net:
External..........................................................
Intercompany.................................................
Losses on early retirement of debt........................
Equity in earnings of subsidiaries.........................
Income (loss) before income taxes .......................
Federal, state and local income
tax benefit (expense) .........................................
Net income............................................................
Net loss attributable to noncontrolling interest.....
Net income attributable to
Macy's, Inc. shareholders .................................. $
Comprehensive income (loss)............................... $
Comprehensive loss attributable to
noncontrolling interest ......................................
Comprehensive income (loss) attributable to
— $
—
—
—
—
—
—
—
(5)
20
—
—
1,104
1,119
(11)
1,108
—
9,051
(3)
(5,786)
(3,509)
141
(33)
(139)
15
(30)
(260)
(72)
(33)
345
(174)
219
45
—
(17,229)
(5,530)
248
(103)
1,877
24
(53)
4
72
—
—
1,924
(530)
1,394
10
7,800
—
—
—
—
—
—
—
—
—
(1,449)
(1,449)
—
(1,449)
—
1,108
1,045
$
$
45
$
(15) $
1,404
1,353
$
$
(1,449) $
(1,348) $
—
—
10
—
(15,215)
(9,039)
389
(136)
1,738
39
(88)
(236)
—
(33)
—
1,420
(322)
1,098
10
1,108
1,035
10
Macy's, Inc. shareholders .................................. $
1,045
$
(15) $
1,363
$
(1,348) $
1,045
F-52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Statement of Comprehensive Income
For 2017
(millions)
Parent
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
Consolidated
Net sales................................................................ $
Credit card revenues (expense), net......................
Cost of sales..........................................................
Selling, general and administrative expenses .......
Gains on sale of real estate ...................................
Restructuring, impairment, store closing and
other costs .........................................................
Operating income..................................................
Benefit plan income, net .......................................
Settlement charges ................................................
Interest (expense) income, net:
External..........................................................
Intercompany.................................................
Gains on early retirement of debt .........................
Equity in earnings of subsidiaries.........................
Income before income taxes .................................
Federal, state and local income
tax benefit (expense) .........................................
Net income............................................................
Net loss attributable to noncontrolling interest.....
Net income attributable to
Macy's, Inc. shareholders .................................. $
Comprehensive income ........................................ $
Comprehensive loss attributable to
noncontrolling interest ......................................
Comprehensive income attributable to
— $
—
—
—
—
—
—
—
—
—
—
—
1,574
1,574
(8)
1,566
—
1,566
1,738
$
$
—
9,490
(2)
(6,122)
(3,426)
201
(40)
101
22
(35)
(313)
(139)
10
773
419
356
775
—
775
935
—
$
23,317
$
704
(7,868) $
—
24,939
702
(16,927)
(5,528)
343
(146)
1,763
35
(70)
3
139
—
—
1,870
(309)
1,561
11
7,868
—
—
—
—
—
—
—
—
—
(2,347)
(2,347)
—
(2,347)
—
$
$
1,572
1,673
$
$
(2,347) $
(2,619) $
11
—
(15,181)
(8,954)
544
(186)
1,864
57
(105)
(310)
—
10
—
1,516
39
1,555
11
1,566
1,727
11
Macy's, Inc. shareholders .................................. $
1,738
$
935
$
1,684
$
(2,619) $
1,738
F-53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Statement of Comprehensive Income
For 2016
(millions)
Parent
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
Consolidated
— $
10,735
$
23,508
$
(8,335) $
—
25,908
656
Net sales................................................................ $
Credit card revenues (expense), net......................
Cost of sales..........................................................
Selling, general and administrative expenses .......
Gains on sale of real estate ...................................
Restructuring, impairment, store closing and
other costs .........................................................
Operating income (loss)........................................
Benefit plan income, net .......................................
Settlement charges ................................................
Interest (expense) income, net:
External..........................................................
Intercompany.................................................
Equity in earnings of subsidiaries.........................
Income (loss) before income taxes .......................
Federal, state and local income
tax benefit (expense) .........................................
Net income (loss)..................................................
Net loss attributable to noncontrolling interest.....
Net income (loss) attributable to
Macy's, Inc. shareholders .................................. $
Comprehensive income (loss)............................... $
Comprehensive loss attributable to
noncontrolling interest ......................................
Comprehensive income (loss) attributable to
Macy's, Inc. shareholders .................................. $
—
—
(2)
—
—
(2)
—
—
2
—
627
627
—
627
—
627
774
—
17
639
(6,818)
(3,899)
95
(17,183)
(5,356)
114
(295)
(165)
21
(34)
(366)
(200)
267
(477)
278
(199)
—
(184)
1,538
34
(64)
1
200
—
1,709
(624)
1,085
8
8,335
—
—
—
—
—
—
—
—
(894)
(894)
—
(894)
—
(15,666)
(9,257)
209
(479)
1,371
55
(98)
(363)
—
—
965
(346)
619
8
627
766
8
$
$
(199) $
(52) $
1,093
1,164
$
$
(894) $
(1,120) $
—
8
—
774
$
(52) $
1,172
$
(1,120) $
774
F-54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Balance Sheet
As of February 2, 2019
(millions)
Parent
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents...................... $
Receivables.............................................
Merchandise inventories ........................
Prepaid expenses and other current
assets ...................................................
Total Current Assets......................
Property and Equipment – net .......................
Goodwill ........................................................
Other Intangible Assets – net.........................
Other Assets...................................................
Deferred Income Taxes..................................
Intercompany Receivable ..............................
Investment in Subsidiaries.............................
889
$
—
—
—
889
—
—
—
—
12
1,713
4,030
$
59
68
2,342
143
2,612
3,287
3,326
38
41
—
—
3,119
214
332
2,921
477
3,944
3,350
582
440
685
—
1,390
—
$
— $
—
—
—
—
—
—
—
—
(12)
(3,103)
(7,149)
(10,264) $
Total Assets................................... $
6,644
$
12,423
$
10,391
$
LIABILITIES AND SHAREHOLDERS’
EQUITY:
Current Liabilities:
Short-term debt....................................... $
Merchandise accounts payable...............
Accounts payable and accrued
liabilities .............................................
Income taxes...........................................
Total Current Liabilities................
Long-Term Debt ............................................
Intercompany Payable ...................................
Deferred Income Taxes..................................
Other Liabilities.............................................
Shareholders’ Equity:
Macy's, Inc. ............................................
Noncontrolling Interest ..........................
Total Shareholders’ Equity............
Total Liabilities and
— $
42
$
1
$
— $
—
170
14
184
—
—
—
24
6,436
—
6,436
713
950
52
1,757
4,692
3,103
679
406
1,786
—
1,786
942
2,246
102
3,291
16
—
571
1,150
5,363
—
5,363
—
—
—
—
—
(3,103)
(12)
—
(7,149)
—
(7,149)
1,162
400
5,263
620
7,445
6,637
3,908
478
726
—
—
—
19,194
43
1,655
3,366
168
5,232
4,708
—
1,238
1,580
6,436
—
6,436
Shareholders’ Equity ................. $
6,644
$
12,423
$
10,391
$
(10,264) $
19,194
F-55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Balance Sheet
As of February 3, 2018
(millions)
Parent
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents...................... $
Receivables.............................................
Merchandise inventories ........................
Prepaid expenses and other current
assets ...................................................
Total Current Assets......................
Property and Equipment – net .......................
Goodwill ........................................................
Other Intangible Assets – net.........................
Other Assets...................................................
Deferred Income Taxes..................................
Intercompany Receivable ..............................
Investment in Subsidiaries.............................
1,109
$
—
—
—
1,109
—
—
—
1
11
884
4,032
$
58
85
2,344
165
2,652
3,349
3,315
44
89
—
—
4,119
288
278
2,834
485
3,885
3,323
582
444
790
—
2,381
—
$
— $
—
—
—
—
—
—
—
—
(11)
(3,265)
(8,151)
(11,427) $
Total Assets................................... $
6,037
$
13,568
$
11,405
$
LIABILITIES AND SHAREHOLDERS’
EQUITY:
Current Liabilities:
Short-term debt....................................... $
Merchandise accounts payable...............
Accounts payable and accrued
liabilities .............................................
Income taxes...........................................
Total Current Liabilities................
Long-Term Debt ............................................
Intercompany Payable ...................................
Deferred Income Taxes..................................
Other Liabilities.............................................
Shareholders’ Equity: ....................................
Macy's, Inc. ............................................
Noncontrolling Interest ..........................
Total Shareholders’ Equity ............
Total Liabilities and
— $
6
$
16
$
— $
—
159
113
272
—
—
—
20
5,745
—
5,745
653
980
30
1,669
5,844
3,265
559
430
1,801
—
1,801
937
2,132
153
3,238
17
—
600
1,212
6,350
(12)
6,338
—
—
—
—
—
(3,265)
(11)
—
(8,151)
—
(8,151)
1,455
363
5,178
650
7,646
6,672
3,897
488
880
—
—
—
19,583
22
1,590
3,271
296
5,179
5,861
—
1,148
1,662
5,745
(12)
5,733
Shareholders’ Equity ................. $
6,037
$
13,568
$
11,405
$
(11,427) $
19,583
F-56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Statement of Cash Flows
For 2018
(millions)
Cash flows from operating activities:
Net income ....................................................... $
Restructuring, impairment, store closing and
other costs.....................................................
Settlement charges ...........................................
Gains on sale of real estate...............................
Equity in earnings of subsidiaries ....................
Dividends received from subsidiaries..............
Depreciation and amortization.........................
Changes in assets, liabilities and other items
not separately identified ...............................
Net cash provided by
operating activities ................................
Cash flows from investing activities:
Purchase of property and equipment and
capitalized software, net ...............................
Other, net..........................................................
Net cash used by investing activities ........
Cash flows from financing activities:
Debt repaid.......................................................
Dividends paid .................................................
Issuance of common stock, net of common
stock acquired...............................................
Proceeds from noncontrolling interest .............
Intercompany activity, net................................
Other, net..........................................................
Parent
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
Consolidated
1,108
$
45
$
1,394
$
(1,449) $
1,098
—
5
—
(1,104)
1,040
—
(91)
958
—
—
—
—
(463)
45
—
(767)
7
33
30
(141)
(345)
200
334
198
354
(135)
(16)
(151)
103
53
(248)
—
—
628
(266)
—
—
—
1,449
(1,240)
—
(1)
136
88
(389)
—
—
962
(160)
1,664
(1,241)
1,735
(323)
(33)
(356)
—
51
51
(458)
2
(456)
(1,098)
—
(1)
(1,240)
(50)
1,240
(1,149)
(463)
—
—
875
5
—
7
(108)
4
—
—
—
—
45
7
—
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....................................................
Cash, cash equivalents and restricted cash at
beginning of period ...........................................
Cash, cash equivalents and restricted cash at
end of period ..................................................... $
(220)
1,109
(15)
79
(30)
325
—
—
(265)
1,513
889
$
64
$
295
$
— $
1,248
F-57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Statement of Cash Flows
For 2017
(millions)
Parent
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
Consolidated
1,566
$
775
$
1,561
$
(2,347) $
1,555
Cash flows from operating activities:
Net income ....................................................... $
Restructuring, impairment, store closing and
other costs.....................................................
Settlement charges ...........................................
Gains on sale of real estate...............................
—
—
—
Equity in earnings of subsidiaries ....................
(1,574)
Dividends received from subsidiaries..............
Depreciation and amortization.........................
Changes in assets, liabilities and other items
not separately identified ...............................
Net cash provided by
operating activities ................................
Cash flows from investing activities:
Disposition (purchase) of property and
equipment and capitalized software, net ......
Other, net..........................................................
Net cash provided (used) by
investing activities ..............................
Cash flows from financing activities:
Debt repaid.......................................................
Dividends paid .................................................
Common stock acquired, net of
issuance of common stock............................
Proceeds from noncontrolling interest .............
Intercompany activity, net................................
Other, net..........................................................
Net cash used by financing activities .....
Net increase (decrease) in cash, cash equivalents
and restricted cash .............................................
Cash, cash equivalents and restricted cash at
beginning of period ...........................................
Cash, cash equivalents and restricted cash at
903
—
14
909
—
—
—
—
(461)
5
—
(427)
145
(738)
171
938
40
35
(201)
(773)
450
354
79
759
68
7
75
(987)
—
—
—
249
(98)
(836)
(2)
81
146
70
(343)
—
—
637
(410)
—
—
—
2,347
(1,353)
—
—
186
105
(544)
—
—
991
(317)
1,661
(1,353)
1,976
(417)
(9)
(426)
(1)
(1,353)
—
13
178
(62)
(1,225)
10
315
—
—
—
—
1,353
—
—
—
—
1,353
—
—
(349)
(2)
(351)
(988)
(461)
5
13
—
(15)
(1,446)
179
1,334
end of period ..................................................... $
1,109
$
79
$
325
$
— $
1,513
F-58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Statement of Cash Flows
For 2016
(millions)
Cash flows from operating activities:
Net income (loss) ............................................. $
Restructuring, impairment, store closing and
other costs.....................................................
Settlement charges ...........................................
Gains on sale of real estate...............................
Equity in earnings of subsidiaries ....................
Dividends received from subsidiaries..............
Depreciation and amortization.........................
Changes in assets, liabilities and other items
not separately identified ...............................
Net cash provided by
Parent
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
Consolidated
627
$
(199) $
1,085
$
(894) $
619
—
—
—
(627)
957
—
138
295
34
(95)
(267)
575
407
(312)
184
64
(114)
—
—
651
(70)
—
—
—
894
(1,532)
—
479
98
(209)
—
—
1,058
—
(244)
operating activities ................................
1,095
438
1,800
(1,532)
1,801
Cash flows from investing activities:
Disposition (purchase) of property and
equipment and capitalized software, net ......
Other, net..........................................................
Net cash used by
investing activities.................................
Cash flows from financing activities:
Debt repaid.......................................................
Dividends paid .................................................
Common stock acquired, net of
issuance of common stock............................
Proceeds from noncontrolling interest .............
Intercompany activity, net................................
Other, net..........................................................
Net cash used by
financing activities ................................
Net increase (decrease) in cash, cash equivalents
and restricted cash .............................................
Cash, cash equivalents and restricted cash at
beginning of period ...........................................
Cash, cash equivalents and restricted cash at
end of period ..................................................... $
—
—
—
—
(459)
(280)
—
(144)
(15)
(898)
197
741
13
(18)
(5)
(753)
—
—
—
233
27
(252)
14
(238)
(1)
(1,532)
—
6
(89)
49
—
—
—
—
1,532
—
—
—
—
(239)
(4)
(243)
(754)
(459)
(280)
6
—
61
(493)
(1,567)
1,532
(1,426)
(60)
141
(5)
320
—
—
132
1,202
938
$
81
$
315
$
— $
1,334
F-59