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Dillard'sUNITED 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 3, 2018
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, par value $.01 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 ý 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 ý
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 ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted 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
and post such files). Yes ý 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. ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ý
Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting
company o
Emerging growth
company o
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
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 (July 29, 2017) was approximately $7,288,096,032.
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, $0.01 par value per share
Outstanding at March 3, 2018
305,322,583 shares
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for the Annual Meeting of Stockholders to be held May 18, 2018
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
“2017,” “2016,” “2015,” “2014” and “2013” are references to the Company’s fiscal years ended February 3, 2018, January 28, 2017, January 30,
2016, January 31, 2015 and February 1, 2014, respectively. Fiscal year 2017 included 53 weeks; fiscal years 2016, 2015, 2014 and 2013 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;
competitive pressures from department and specialty stores, general merchandise stores, manufacturers’ outlets, off-price
and discount stores, and all other retail channels, including the Internet, catalogs and television;
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;
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;
conditions to, or changes in the timing of, proposed transactions, including planned store closures, and changes in expected
synergies, cost savings and non-recurring charges;
the success of the Company’s operational decisions (e.g., product curation and marketing programs) and strategic
initiatives;
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 involving our real estate
portfolio;
the seasonal nature of the Company’s
business;
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
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 approximately 850 stores in 44 states, the District of Columbia, Guam
and Puerto Rico. As of February 3, 2018, the Company's operations were conducted through Macy's, Bloomingdale's, Bloomingdale’s The
Outlet, Macy’s Backstage, bluemercury and Macy’s China Limited. 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 children’s), 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.
For 2017, 2016 and 2015, the following merchandise constituted the following percentages of sales:
Women’s Accessories, Intimate Apparel, Shoes, Cosmetics and Fragrances
Women’s Apparel
Men’s and Children’s
Home/Miscellaneous
2017
2016
2015
38%
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16
100%
38%
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16
100%
38%
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16
100%
In 2017, 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 bank subsidiary, FDS Bank, provides credit processing, certain collections, customer service and credit
marketing services in respect of all credit card accounts that are owned either by Department Stores National Bank
(“DSNB”), a subsidiary of Citibank, N.A., or FDS Bank and that constitute a part of the credit programs of the Company’s
retail operations.
Macy’s Systems and Technology, Inc. (“MST”), a wholly-owned indirect subsidiary of the Company, provides operational
electronic data processing and management information services to all of the Company’s operations other than bluemercury
and Macy's China Limited.
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 7 th Street, Cincinnati, Ohio 45202, telephone number: (513) 579-7000 and
151 West 34th Street, New York, New York 10001, telephone number: (212) 494-1602.
Employees
As of February 3, 2018, 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 3, 2018.
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 2017. 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 which have renewal rights that extend through 2050, 2020, 2025, 2030 and 2030,
respectively.
Competition
The retail industry is intensely competitive. The Company’s operations compete with many retail formats, including department
stores, specialty stores, general merchandise stores, off-price and discount stores, manufacturers’ outlets, online retailers, catalogs and
television shopping, among others. The Company seeks to attract customers by offering most wanted 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 http://www.macysinc.com as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the
SEC. The public also may read and copy any of these filings at the SEC’s Public Reference Room, 100 F Street, NE, Washington, D.C.
20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-732-0330. The SEC also
maintains an Internet site that contains the Company’s filings; the address of that site is http://www.sec.gov. In addition, the Company has
made the following available free of charge through its website at http://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 Party Transaction Policy,
and
Method to Facilitate Receipt, Retention and Treatment of
Communications.
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 7th Street, Cincinnati, OH 45202.
Executive Officers of the Registrant
The following table sets forth certain information as of March 23, 2018 regarding the executive officers of the Company:
Name
Jeff Gennette
Elisa D. Garcia
Karen M. Hoguet
Danielle L. Kirgan
Harry A. Lawton III
Felicia Williams
Executive Officer Biographies
Age
Position with the Company
56 Chairman of the Board and Chief Executive Officer; Director
60 Chief Legal Officer and Secretary
61 Chief Financial Officer
42 Chief Human Resources Officer
43 President
52 Executive Vice President, Controller and Enterprise Risk Officer
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.
Elisa D. Garcia has been Chief Legal Officer and Secretary of the Company since September 2016; prior thereto she served as Chief
Legal Officer of Office Depot, Inc. from 2013 to September 2016, and Executive Vice President, General Counsel and Secretary from 2007
to 2013.
Karen M. Hoguet has been Chief Financial Officer of the Company since October 1997.
Danielle L. Kirgan has been 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 2010 to 2016, Vice President, Global Human Resources at ACI Worldwide, Inc. in 2009, and Vice President, Human
Resources at Conagra Foods, Inc. from 2004 to 2008.
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 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.
Felicia Williams has been Executive 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.
Recent Developments
On April 4, 2018, the Company issued a press release announcing that Karen M. Hoguet has decided to retire. At the Company’s
request, Ms. Hoguet will remain with the Company until February 2019 to ensure a smooth transition.
Item 1A.
Risk
Factors.
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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
Macy’s 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 satisfy 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 and consumer behaviors towards incurring and paying debt, the costs 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. Any decline in
discretionary spending by consumers could negatively affect our business and results of operations.
As we rely on the ability of our physical retail locations to remain relevant, providing desirable and sought-out shopping experiences
is paramount 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 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.
Macy’s 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 fall in the fourth quarter, which coincides
with the holiday season. 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 for additional inventory, advertising and employees.
We depend on our ability to attract and retain quality employees.
Our business is dependent upon attracting 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. Macy's ability to meet our labor needs while controlling the
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
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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.
Macy's depends on the success of advertising and marketing programs.
Our business depends on effective marketing and high customer traffic. Macy's has many initiatives in this area, and we often change
advertising and marketing programs. 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 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. In turn, this negative impact may affect our revenue streams derived from the sale of such credit
card accounts and negatively impact 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.
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 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.
As of February 3, 2018, we had unrecognized actuarial losses of $992 million for the funded defined benefit pension plan (the
“Pension Plan”) and $244 million for the unfunded defined benefit supplementary retirement plan (the “SERP”). 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
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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.
Macy's faces significant competition in the retail industry and we depend on our ability to differentiate Macy's in retail's ever-changing
environment.
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, off-price and discount stores, manufacturers’ outlets, online retailers, catalogs and television shopping, among others.
Competition may intensify as our competitors enter into business combinations or alliances. 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.
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 industry. We continue to
significantly invest in our omnichannel capabilities in order 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 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.
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 materially adversely 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,
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
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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, cyberattack, 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 is 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
and 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:
• 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
Macy's depends 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 a significant contributor 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. Our procurement of goods and services from outside the United States 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. We source the majority of our merchandise from manufacturers located outside of the U.S., primarily Asia, and any major changes in
tax policy or trade relations, such as the disallowance of tax deductions for imported merchandise or the imposition of unilateral tariffs on
imported goods, could have a material adverse effect on our business, results of operations and liquidity. In addition, 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. 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
Disruption of global sourcing activities and Macy's own brands’ quality concerns could negatively impact brand reputation and
earnings.
9
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 other third-parties. As we seek indemnities from manufacturers of these
products, the uncertainty of recovering on such indemnity and the lack of understanding of U.S. product liability laws in certain foreign
jurisdictions make it more likely that we may have to respond to claims or complaints from customers.
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 in order 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. To halt or delay the spread of disease, local, regional or national governments might
limit or ban public gatherings or customers might avoid public places, such as our stores. A
10
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 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;
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 that 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.
11
Item 1B.
None.
Unresolved Staff
Comments.
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 3, 2018, the operations of the Company included 852 stores in 44 states, the
District of Columbia, Puerto Rico and Guam, comprising a total of approximately 128 million square feet. Of such stores, 370 were owned,
359 were leased, 118 stores were operated under arrangements where the Company owned the building and leased the land and five 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 20 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.
12
The Company's operations were conducted through the following branded store locations:
Macy's
Bloomingdale's
bluemercury
Store count activity was as follows:
Store count at beginning of fiscal year
Stores opened
Acquisition of bluemercury stores
Stores closed or consolidated into existing centers
Store count at end of fiscal year
2017
2016
2015
660
55
137
852
673
55
101
829
2017
2016
2015
829
38
—
(15)
852
868
27
—
(66)
829
737
54
77
868
823
26
62
(43)
868
Additional information about the Company’s stores as of February 3, 2018 is as follows:
Geographic Region
North Central
Northeast
Northwest
South
Southwest
Total
Owned
Leased
144
258
131
188
131
852
81
88
44
110
47
370
43
140
63
53
60
359
Subject to
a Ground
Lease
Partly
Owned and
Partly
Leased
19
30
21
25
23
118
1
—
3
—
1
5
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 3, 2018 is as follows:
Location
Cheshire, CT
Chicago, IL
Denver, CO
Goodyear, AZ
Hayward, CA
Houston, TX
Joppa, MD
Kapolei, HI
Los Angeles, CA
Martinsburg, WV
Miami, FL
Portland, TN
Raritan, NJ
Sacramento, CA
Secaucus, NJ
South Windsor, CT
Stone Mountain, GA
Tampa, FL
Tulsa, OK
Tukwila, WA
Union City, CA
Youngstown, OH
Primary Function
Owned or
Leased
Square Footage
(thousands)
Direct to customer
Stores
Stores
Direct to customer
Stores
Stores
Stores
Stores
Stores
Direct to customer
Stores
Direct to customer
Stores
Direct to customer
Stores
Stores
Stores
Stores
Direct to customer
Stores
Stores
Stores
Owned
Owned
Leased
Owned
Owned
Owned
Owned
Leased
Owned
Owned
Leased
Owned
Owned
Leased
Leased
Owned
Owned
Owned
Owned
Leased
Leased
Owned
565
861
20
960
386
1,124
850
260
1,178
1,300
535
950
980
385
675
510
1,000
670
1,300
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 3, 2018, the Company had
approximately 15,300 stockholders of record. The following table sets forth for each quarter during 2017 and 2016 the high and low sales
prices per share of Common Stock as reported on the NYSE and the dividends declared with respect to each quarter on each share of
Common Stock.
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Low
27.72
20.85
19.32
17.41
2017
High
Dividend
34.37
29.83
24.45
27.64
0.3775
0.3775
0.3775
0.3775
Low
37.71
29.94
31.02
28.55
2016
High
Dividend
0.3600
0.3775
0.3775
0.3775
45.50
40.15
40.98
45.41
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 2017.
October 29, 2017 – November 25, 2017
November 26, 2017 – December 30, 2017
December 31, 2017 – February 3, 2018
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 3, 2018, $1,716 million of authorization remained unused. The Company may continue, discontinue or resume purchases of
Common Stock under these or possible future authorizations in the open market, in privately negotiated transactions or otherwise at
any time and from time to time without prior notice.
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 2, 2013 through February 3, 2018, 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.
Consolidated Statement of Income Data:
Net sales
Cost of sales
Gross margin
Selling, general and administrative expenses
Gains on sale of real estate
Restructuring, impairment, store closing and other costs
Settlement charges
Operating income
Interest expense
Net premiums on early retirement of debt
Interest income
Income before income taxes
Federal, state and local income tax benefit (expense) (a)
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
Average number of shares outstanding
Cash dividends paid per share
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
$
$
$
$
$
$
$
$
2017*
2016
2015
2014
2013
(millions, except per share)
24,837 $
(15,152 )
9,685
(8,131 )
544
(186)
(105)
1,807
(321)
10
11
1,507
29
1,536
11
1,547 $
25,778 $
(15,621 )
10,157
(8,474 )
209
(479)
(98)
1,315
(367)
—
4
952
(341)
611
8
619 $
27,079 $
(16,496 )
10,583
(8,468 )
212
(288)
—
2,039
(363)
—
2
1,678
(608)
1,070
2
1,072 $
28,105 $
(16,863 )
11,242
(8,447 )
92
(87)
—
2,800
(395)
(17)
2
2,390
(864)
1,526
—
1,526 $
5.07 $
2.01 $
3.26 $
4.30 $
5.04 $
305.4
1.5100 $
991 $
760 $
1,455 $
6,672
19,381
22
1.99 $
308.5
1.4925 $
1,058 $
912 $
1,297 $
7,017
19,851
309
3.22 $
328.4
1.3925 $
1,061 $
1,113 $
1,109 $
7,616
20,576
642
4.22 $
355.2
1.1875 $
1,036 $
1,068 $
2,246 $
7,800
21,330
76
5,861
5,661
6,562
4,322
6,995
4,253
7,233
5,378
27,931
(16,725 )
11,206
(8,514 )
74
(88)
—
2,678
(390)
—
2
2,290
(804)
1,486
—
1,486
3.93
3.86
378.3
.9500
1,020
863
2,273
7,930
21,499
463
6,688
6,249
___________________
* 53 weeks
(a) The income tax benefit in 2017 is due to U.S. federal tax reform that led to the recognition of an income tax benefit of $571 million associated with the
remeasurement of the Company's deferred tax balances.
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.”
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 children's),
cosmetics, home furnishings and other consumer goods. The Company operates approximately 850 stores in 44 states, the District of
Columbia, Guam and Puerto Rico. As of February 3, 2018, the Company's operations were conducted through Macy's, Bloomingdale's,
Bloomingdale’s The Outlet, Macy’s Backstage, bluemercury and Macy’s China Limited 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 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. Inspired by the North Star, there are five points to this strategy.
1.
2.
3.
4.
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.
Every Experience Matters, in-store and online. The Company's competitive advantage is the ability to combine the human touch
in its physical stores with cutting-edge technology in its mobile applications and websites. Key to this point is the enhancement of a
customer's experience as they explore our stores, mobile applications and websites, find their favorite styles, sizes and colors, and
receive their purchases through the shopping channels they prefer.
Funding our Future represents the decisions and actions the Company takes to identify and realize resources to fuel growth. This
involves a focus on cost reduction and reinvestment as well as creating value from the Company's real estate portfolio.
5. What’s New, What’s Next explores and develops innovations to turn consumer and technology trends to the Company's
advantage and to drive growth. This includes exploring previously unmet customer needs and making smart investment decisions
based on customer insights and analytics.
The Company has taken a number of key steps over the past couple of years to position itself to successfully implement the North Star
strategy. In 2017, the Company continued its investment in technology, reengineered its merchandising and marketing structure, improved
its curation of merchandise and expanded different Company initiatives to stores throughout its portfolio. The Company also launched a
new Macy's Star Rewards loyalty program in October 2017 that focused on strengthening relationships with the Company's best customers,
migrating existing customers to higher spending levels and attracting new or infrequent customers. The initial launch of the rewards
program focused on proprietary cardholders with additional enhancements and expansion beyond proprietary cardholders planned for the
future.
In August 2017, the Company announced a restructuring which included the consolidation of three functions (merchandising,
planning and private brands) into a single merchandising function. During the third quarter of 2017, the Company recognized $33 million
of costs primarily associated with this restructuring effort as well as a restructuring within the marketing function. Additional financial and
operational impacts of such restructuring actions are expected to include future annual savings of approximately $38 million, all of which
may be used for reinvestment in the business in 2018.
18
In January 2018, the Company announced actions to continue improvements in organizational efficiency and to allocate resources to
support its growth strategy. Major components of these restructuring activities included staffing adjustments across the stores organization
with reductions in some stores and increases in others, further streamlining of some non-store functions and the closure of 11 stores in early
2018.
In 2017, 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 $544 million, totaling $411 million in cash proceeds, in 2017. These gains and
proceeds include the sale of its store and parking facility in downtown Minneapolis, the sale of an additional two floors of the
downtown Seattle Macy's store (four floors were sold in a similar transaction in fiscal 2015) and additional gains and proceeds
from Macy's Brooklyn transaction executed in 2015. In addition, the gains recognized in 2017 include those related to the 2016
sale of the Company's Union Square Men's store in San Francisco.
In 2016, the Company finalized the formation of a strategic alliance with Brookfield Asset Management ("Brookfield"), a leading
global alternative asset manager, to create increased value in its real estate portfolio. Under the alliance, Brookfield has an
exclusive right for up to 24 months to create a "pre-development plan" for each of approximately 50 Macy’s real estate assets, with
an option for Macy’s to continue to identify and add assets into the alliance. Currently, the Company expects approximately two-
thirds of these real estate assets to have potential for redevelopment. In February 2018, the Company announced that it had agreed
to allow Brookfield to redevelop nine of these assets once it has received the necessary approvals. Upon the completion of
approval and entitlements, Macy’s will either sell its interests in the individual assets to Brookfield or contribute them into
individual joint ventures. If sold, the cumulative value of the nine properties is estimated to be approximately $50 million plus a
retained participation in the upside profits of the three largest assets.
In February 2018, the Company signed an agreement to sell the upper seven floors of its State Street store in Chicago to a private
real estate fund sponsored by Brookfield. The Company expects to receive a total of $30 million upfront for the transaction, which
includes a $3 million contribution towards redevelopment costs for migrating operations to the floors the Company will continue
to own. In addition, the Company will receive a percentage of profit earned over and above a threshold internal rate of return.
In 2017, the Company opened new Macy’s stores in Murray, UT and Los Angeles, CA as well as a Bloomingdale’s store in Kuwait
under a license agreement with Al Tayer Group, LLC. The Company expects to open two additional Bloomingdale's stores in San Jose, CA
and Norwalk, CT in fiscal 2019.
Both Macy's off-price business, Macy's Backstage, and its clearance strategy, Last Act, have been successful in providing unique
value opportunities to both existing and new Macy's customers. The Company has rolled out Last Act to all families of business and is
currently focused on opening new Macy's Backstage stores within existing Macy's store locations. As of February 3, 2018, the Company
has a total of 52 Macy's Backstage locations (7 freestanding and 45 inside Macy's stores).
The Company is focused on accelerating the growth of its luxury beauty products and spa retailer, bluemercury, by opening additional
freestanding bluemercury stores in urban and suburban markets, enhancing its online capabilities and adding bluemercury products and
boutiques to Macy's stores. As of February 3, 2018, the Company is operating 157 bluemercury locations (137 freestanding and 20 inside
Macy's stores).
In August 2015, the Company established a joint venture, Macy's China Limited, of which the Company holds a sixty-five percent
ownership interest and Hong Kong-based Fung Retailing Limited holds the remaining thirty-five percent ownership interest. Macy's China
Limited began selling merchandise in China in the fourth quarter of 2015 through an e-commerce presence on Alibaba Group's Tmall
Global. The Company's reporting includes the financial operations of Macy's China Limited, with the thirty-five percent ownership
reported as a noncontrolling interest.
19
2017 Overview
2017 saw the implementation of the Company's North Star strategy and included the roll-outs of different initiatives that had been
tested by the Company on a smaller scale. 2017 ended with a strong fourth quarter and selected results of 2017 include:
• Net sales, which include a 53rd week of operations, decreased 3.7% compared to
2016.
• Comparable sales on an owned basis decreased 2.2% and comparable sales on an owned plus licensed basis decreased
1.9%.
• Operating income for 2017 was $1,807 million or 7.3% of sales; while operating income, excluding restructuring, impairment,
store closing and other costs and settlement charges, was $2,098 million or 8.4% of sales.
• Federal, state, and local income tax benefit for 2017 was $29 million compared to expense of $341 million in 2016, due to U.S.
federal tax reform which led to a non-cash tax benefit of $571 million associated with the remeasurement of the Company's
deferred tax balances.
• Net income attributable to Macy's, Inc. shareholders for 2017 was $1,547 million, an increase of $928 million from $619 million
in 2016.
• Diluted earnings per share attributable to Macy's, Inc. shareholders increased to $5.04 in 2017 compared to $1.99 in 2016. Diluted
earnings per share attributable to Macy's, Inc. shareholders, excluding certain items, increased to $3.77 in 2017 from $3.11 in
2016.
• Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, restructuring, impairment, store closing and
other costs and settlement charges) as a percent to net sales was 12.4% in 2017, as compared to 11.4% in 2016.
• Return on invested capital ("ROIC"), a key measure of operating productivity, was 20.8% for
2017.
• The Company repurchased or repaid approximately $950 million of debt in 2017, consisting of $247 million of debt repurchased
in the open market, $300 million of a debt maturity and $400 million of debt repurchased in a tender offer ("tender offer").
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
Decrease in sales
Decrease in comparable sales
2017
2016
2015
Amount
% to
Sales
Amount
% to
Sales
Amount
% to
Sales
(dollars in millions, except per share figures)
$ 24,837
(3.7) %
(2.2) %
$ 25,778
(4.8) %
(3.5) %
$ 27,079
(3.7) %
(3.0) %
Cost of sales
Gross margin
Selling, general and administrative expenses
Gains on sale of real estate
Restructuring, impairment, store closing and other costs
Settlement charges
Operating income
Interest expense - net
Net premiums 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
(15,152)
9,685
(8,131)
544
(186)
(105)
1,807
(310)
10
1,507
29
1,536
11
(61.0) % (15,621)
10,157
39.0 %
(8,474)
(32.8) %
209
2.2 %
(479)
(0.7) %
(98)
(0.4) %
1,315
7.3 %
(363)
—
952
(341)
611
8
(60.6) % (16,496)
10,583
39.4 %
(8,468)
(32.8) %
212
0.8 %
(288)
(1.9) %
—
(0.4) %
2,039
5.1 %
(361)
—
1,678
(608)
1,070
2
(60.9) %
39.1 %
(31.3) %
0.8 %
(1.1) %
— %
7.5 %
Net income attributable to
Macy's, Inc. shareholders
Diluted earnings per share attributable to
Macy's, Inc. shareholders
Supplemental Non-GAAP Financial Measures
Decrease in comparable sales on
an owned plus licensed basis
Operating income, excluding certain items
Diluted earnings per share attributable to
Macy's, Inc. shareholders, excluding
certain items
Adjusted EBITDA as a percent to net sales
ROIC
$
1,547
6.2 % $
619
2.4 % $ 1,072
4.0 %
$
5.04
$
1.99
$
3.22
(1.9) %
(2.9) %
(2.5) %
$
2,098
8.4 % $
1,892
7.3 % $ 2,327
8.6 %
$
3.77
12.4 %
20.8 %
$
3.11
11.4 %
18.5 %
$
3.77
12.5 %
20.1 %
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)
852
127.7
21
829
130.2
868
141.9
Comparison of 2017 and 2016
Net Sales
Net sales for 2017 include a 53rd week of operations and were $24,837 million, a decrease of $941 million, or 3.7%, from 2016. The
decrease in comparable sales on an owned basis, which exclude the 53rd week of sales, 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. (See page 30 for information regarding the
Company's calculation of comparable sales, a reconciliation of the non-GAAP measure which takes into account sales of departments
licensed to third parties to the most comparable GAAP measure and other important information). Although net sales were down compared
to 2016, the Company experienced a strong fourth quarter in 2017 with comparable sales on an owned basis up 1.3% and up 1.4% on an
owned plus licensed basis. 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.
Cost of Sales and Gross Margin
Cost of sales for 2017 decreased $469 million from 2016. The cost of sales rate as a percent to net sales of 61.0% was 40 basis points
higher in 2017, as compared to 60.6% in 2016, primarily due to higher delivery expenses associated with the Company's omnichannel
activities and free shipping promotions. Gross margin improved in the second half of 2017 as the Company benefited from its inventory
management strategies.
SG&A Expenses
SG&A expenses for 2017 decreased $343 million from 2016 and the SG&A rate as a percent to net sales of 32.8% approximated the
rate in 2016. The dollar decrease from 2016 was mainly due to store closings and the restructuring activities announced by the Company 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. The decrease was also driven by higher income from credit operations. Income from
credit operations was $768 million in 2017 as compared to $736 million in 2016. 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 includes costs and expenses primarily associated with the
organizational changes and store closings announced in August 2017 and January 2018. In 2017, these costs included $120 million of
severance and other human resource-related costs primarily associated with organization changes and store closings, $53 million of asset
impairment charges and $13 million of other related costs and expenses. Restructuring, impairment, store closing and other costs for 2016
includes costs and expenses primarily associated with the organizational changes and store closings announced in August 2016 and January
2017. During 2016, these costs and expenses included asset impairment charges of $265 million, $168 million of severance and other
human resource-related costs and $46 million of other related costs and expenses.
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 store closings, a voluntary separation program, organizational restructuring, and periodic
distribution activity.
Net Interest Expense and Net Premiums on the Early Retirement of Debt
Net interest expense, excluding net premiums on the 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 maturity of $300 million
22
of debt in 2017. This early repayment resulted in the recognition of a $10 million benefit related to the write-off of the premium associated
with the debt repayments, net of the premium costs and other expenses incurred with the early repayment. This benefit is presented as a net
premium on the early retirement of debt on the Consolidated Statements of Income.
Effective Tax Rate
The Company's effective tax rate was a benefit of 1.9% for 2017 and expense of 35.8% for 2016. 2017 differs from the federal
income tax statutory rate of 33.7%, and on a comparative basis, principally due to 2017 U.S. federal tax reform that led to the recognition of
a non-cash tax benefit of $571 million associated with the remeasurement of the Company's deferred tax balances. Further, 2017 included
the recognition of approximately $15 million of net tax deficiencies 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.
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 selling, general and administrative expenses, restructuring, impairment, store closing and other costs, partially
offset by lower sales and gross margin. Coupled with lower net interest expense and a net income tax benefit resulted in net income
attributable to Macy's Inc. shareholders increasing by $928 million in 2017 as compared to 2016.
Comparison of 2016 and 2015
Net Sales
Net sales for 2016 decreased $1,301 million or 4.8% compared to 2015. The decrease in comparable sales on an owned basis for 2016
was 3.5% compared to 2015. The decrease in comparable sales on an owned plus licensed basis for 2016 was 2.9% compared to 2015. (See
page 30 for information regarding the Company's calculation of comparable sales, a reconciliation of the non-GAAP measure which takes
into account sales of departments licensed to third parties to the most comparable GAAP measure and other important information). The
Company experienced an overall weakness in sales, but geographically sales in 2016 were strongest in the Southwest, particularly southern
California. Digital sales continued to be strong in 2016 and experienced double digit growth. By family of business, sales in 2016 were
strongest in apparel, fine jewelry, shoes, intimate apparel and fragrances. Sales in 2016 were less strong in fashion jewelry, handbags, and
fashion watches. Sales of the Company's private label brands represented approximately 20% of net sales in the Macy's-branded operations
in 2016 and 2015.
Cost of Sales and Gross Margin
Cost of sales for 2016 decreased $875 million from 2015. The cost of sales rate as a percent to net sales of 60.6% was 30 basis points
lower in 2016, as compared to 60.9% in 2015, primarily due to fewer markdowns taken in 2016 as compared to 2015 and offset slightly by
higher delivery expenses associated with the Company's omnichannel activities and free shipping promotions.
SG&A Expenses
SG&A expenses for 2016 increased $6 million from 2015, however the SG&A rate as a percent to net sales of 32.8% was 150 basis
points higher in 2016, as compared to 2015. SG&A expenses in 2016 were impacted by lower income from credit operations and higher
expenses associated with the continued investments in the Company's omnichannel operations, investments in bluemercury, Macy's
Backstage and Macy's China Limited. These increases were partially offset by lower retirement expenses (including Pension Plan, SERP
and defined contribution plan expenses), lower advertising expense, net of cooperative advertising allowances and the impact of the
restructuring announced at the end of 2015. Income from credit operations was $736 million in 2016 as compared to $831 million in 2015.
Retirement expenses were $44 million in 2016 as compared to $77 million in 2015. Advertising expense, net of cooperative advertising
allowances, was $1,153 million for 2016 compared to $1,173 million for 2015. Advertising expense, net of cooperative advertising
allowances, as a percent to net sales was 4.5% for 2016 and 4.3% for 2015.
23
Gains on Sale of Real Estate
Gains on sale of real estate decreased $3 million to $209 million in 2016 compared to $212 million in 2015. 2016 and 2015 included
$33 million and $84 million, respectively, of gains related to the Macy's Brooklyn transaction. 2015 also included a $57 million gain
related to the sale of a portion of the downtown Macy's Seattle location.
Restructuring, Impairment, Store Closing and Other Costs
Restructuring, impairment, store closing and other costs for 2016 includes costs and expenses primarily associated with the
organizational changes and store closings announced in August 2016 and January 2017. During 2016, these costs and expenses included
asset impairment charges of $265 million, $168 million of severance and other human resource-related costs and $46 million of other
related costs and expenses. Restructuring, impairment, store closing and other costs for 2015 included costs and expenses primarily
associated with organization changes and store closings announced in January 2016. During 2015, these costs and expenses included asset
impairment charges of $148 million, $123 million of severance and other human resource-related costs and $17 million of other related
costs and expenses.
Settlement Charges
$98 million of non-cash settlement charges were recognized in 2016. 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 store closings, a voluntary separation program, organizational restructuring, and periodic distribution activity.
Net Interest Expense
Net interest expense for 2016 decreased $2 million from 2015. Net interest expense for 2016 was impacted by lower capitalized
interest associated with the Company's construction projects, offset slightly by lower rates on outstanding borrowings as compared to 2015.
Effective Tax Rate
The Company's effective tax rate of 35.8% for 2016 and 36.2% for 2015 differ from the federal income tax statutory rate of 35%, and
on a comparative basis, principally because of the effect of state and local income taxes, including the settlement of various tax issues and
tax examinations.
Net Income Attributable to Macy's, Inc. Shareholders
Net income attributable to Macy's, Inc. shareholders for 2016 decreased compared to 2015, reflecting lower sales and gross margin
and higher selling, general and administrative expenses, restructuring, impairments, store closing costs and other costs, settlement charges
and net interest expense, partially offset by lower income taxes in 2016 as compared to 2015.
24
Guidance
The Company's operations are impacted by competitive pressures from department stores, specialty stores, mass merchandisers,
online retailers and all other retail channels. 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, an improving
housing market and a fluctuating 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 and reflecting the adoption of new
revenue recognition and pension accounting standards issued by the FASB, the Company's 2018 assumptions include the following:
• Net sales estimated decline of approximately 0.5% to 2.0% from 2017 levels. Net sales in 2017 reflected a 53rd week of sales,
whereas comparable sales below are on a 52-week basis.
• Comparable sales on both an owned and owned plus licensed basis are estimated to be flat to up
1.0%.
• Gross margin on retail sales is estimated to be flat to up slightly compared to
2017.
• Credit income, reflecting changes from the new revenue recognition standard, estimated to be approximately $645 million to
$665 million.
• Selling, general and administrative expense dollars are expected to be approximately flat with 2017 or up slightly depending on
sales.
• Estimated asset sale gains of approximately $300 million to $325 million, including a successful sale of the Company's I. Magnin
section of its Union Square store in San Francisco.
• Estimated interest expense of approximately $255 million to $260
million.
• Effective tax rate is expected to be
23.25%.
• Diluted earnings per share attributable to Macy's, Inc. shareholders, excluding certain items, is expected to be $3.55 to
$3.75.
• Depreciation and amortization is expected to be approximately flat with
2017.
• Capital expenditures are estimated at approximately $1,050
million.
The Company's forecasted capital expenditures are primarily related to investments in several merchandising initiatives, continued
growth of Backstage and bluemercury locations, expansion of store pick up, and the store, digital and technological enhancements
associated with the Company's Growth 50 initiative. This initiative includes the roll-out of various strategies incubated in 2017 to 50
Macy's stores of different sizes and geography.
In 2018, the Company expects excess cash to be used to invest in strategies and initiatives to help grow the business, continue to fund
the Company's dividends and repay debt.
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 $1,944 million in 2017 compared to $1,801 million in 2016. The increase was driven by
a 53rd week of operations and lower selling, general and administrative expenses offset by higher tax payments as compared to 2016.
Investing Activities
Net cash used by investing activities for 2017 was $373 million, compared to net cash used by investing activities of $187 million for
2016. Investing activities for 2017 included purchases of property and equipment totaling $487 million and capitalized software of $273
million, compared to purchases of property and equipment totaling $596 million and capitalized software of $316 million for 2016.
Capital expenditures were lower by $152 million in 2017 as compared to 2016. This decrease was mainly driven by intentional delays
in capital projects that are estimated to begin in 2018 and are included in the Company's aforementioned 2018 guidance.
In 2017, 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
$411 million in 2017 compared to $673 million in 2016.
During 2017, the Company opened two new Macy's stores and 36 new freestanding bluemercury stores. During 2016, the Company
opened one new Macy's store, one new Bloomingdale's The Outlet store, one new freestanding Macy's Backstage store and 24 new
freestanding bluemercury stores.
Financing Activities
Net cash used by the Company for financing activities was $1,413 million for 2017, including the repayment of $954 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
redemption premium and other costs associated with this debt as net premiums 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 net premiums on early retirement of debt on the Consolidated Statements of Income.
Net cash used by the Company for financing activities was $1,426 million for 2016 and included the acquisition of the Company's
Common Stock under its share repurchase program at a cost of $316 million, the repayment of $751 million of debt and the payment of
$459 million of cash dividends, partially offset by an increase in outstanding checks of $61 million and the issuance of $36 million of
Common Stock, primarily related to the exercise of stock options.
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
26
unamortized debt premium associated with this debt. During October 2016, the Company repaid $59 million of 7.45% senior debentures at
maturity. During December 2016, the Company repaid $577 million of 5.9% senior notes at maturity.
The Company entered into a new 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 3, 2018, and January 28, 2017, there were no revolving credit loans outstanding under this credit agreement, and there
were no borrowings under the agreement during 2017 and 2016. In addition, there were no standby letters of credit outstanding at
February 3, 2018 and January 28, 2017. 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. Over the past two fiscal years, the amount of borrowings under the commercial paper
program increased to its highest level for 2016 of approximately $388 million during the fourth quarter of 2016. There were no borrowings
under the program during 2017. As of February 3, 2018 and January 28, 2017, 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
2017 was 8.94 and its leverage ratio at February 3, 2018 was 2.04, 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 3, 2018, no notes or debentures contain provisions requiring acceleration of payment upon a debt rating downgrade.
However, the terms of approximately $4,019 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.
During 2016, the Company repurchased approximately 7.9 million shares of its Common Stock for a total of approximately $316
million. As of February 3, 2018, 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 23, 2018, the Company's board of directors declared a quarterly dividend of 37.75 cents per share on its Common Stock,
payable April 2, 2018, to shareholders of record at the close of business on March 15, 2018.
27
Contractual Obligations and Commitments
At February 3, 2018, the Company had contractual obligations (within the scope of Item 303(a)(5) of Regulation S-K) as follows:
Short-term debt
Long-term debt
Interest on debt
Capital lease obligations
Operating leases
Letters of credit
Other obligations
Total
21 $
5,806
3,114
49
3,546
28
4,525
17,089 $
$
$
Less than
1 Year
Obligations Due, by Period
1 – 3
Years
(millions)
3 – 5
Years
More than
5 Years
21 $
—
286
3
327
28
2,476
3,141 $
— $
581
566
6
586
—
1,026
2,765 $
— $
553
500
6
494
—
230
1,783 $
—
4,672
1,762
34
2,139
—
793
9,400
“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. 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.
The Company has not included in the contractual obligations table $125 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
$27 million included in other liabilities and $24 million included in current income taxes. 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. The Company has included in the contractual obligations table $11 million of liabilities
for unrecognized tax benefits that the Company expects to settle in cash in the next year.
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 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.
28
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, operating income, EBIT (earnings before interest and taxes)
and EBITDA as percentages to sales provides 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
Change 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.
14 weeks ended
February 3, 2018
2017
2016
2015
2014
2013
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
1.3%
0.1%
1.4%
(2.2)%
(3.5)% (3.0)% 0.7%
1.9%
0.3%
0.6% 0.5% 0.7%
0.9%
(1.9)%
(2.9)% (2.5)% 1.4%
2.8%
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 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.
Operating Income, Excluding Certain Items, as a Percent to Net Sales
The following is a tabular reconciliation of the non-GAAP financial measure operating income, excluding certain items, as a percent
to net sales to GAAP operating income as a percent to net sales, which the Company believes to be the most directly comparable GAAP
financial measure.
2017
2016
2015
2014
2013
Net sales
Operating income
$
$
24,837
1,807
$
$
(millions, except percentages)
27,079
$
$
25,778
28,105
1,315
$
2,039
$
2,800
$
$
27,931
2,678
Operating income as a percent to net sales
7.3%
5.1%
7.5%
10.0%
9.6%
Operating income
Add back restructuring, impairment, store closing and
other costs
Add back settlement charges
Operating income, excluding certain items
Operating income, excluding certain items, as a
percent to net sales
$
1,807
$
1,315
$
2,039
$
2,800
$
2,678
186
105
2,098
$
479
98
1,892
$
288
—
87
—
$
2,327
$
2,887
$
88
—
2,766
8.4%
7.3%
8.6%
10.3%
9.9%
30
Diluted Earnings Per Share Attributable to Macy's, Inc. Shareholders, Excluding Certain Items
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.
Diluted earnings per share attributable to
Macy's, Inc. shareholders
Add back the pre-tax impact of restructuring, impairment, store
closing and other costs
Add back the pre-tax impact of settlement charges
Add back (deduct) the pre-tax impact of net premiums on the early
retirement of debt
Deduct the income tax impact of certain items identified above
Deduct the deferred tax effects of federal tax reform
Diluted earnings per share attributable to
2017
2016
2015
2014
2013
$
5.04 $
1.99 $
3.22 $
4.22 $
3.86
0.61
0.34
(0.03)
(0.33)
(1.86)
1.54
0.31
—
(0.73)
—
0.86
—
—
(0.31)
—
0.24
—
0.05
(0.11)
—
0.23
—
—
(0.09)
—
Macy's, Inc. shareholders, excluding certain items
$
3.77 $
3.11 $
3.77 $
4.40 $
4.00
Adjusted EBIT and EBITDA as a Percent to Net Sales
The following is a tabular reconciliation of the non-GAAP financial measure earnings before interest and taxes ("EBIT") and
earnings before interest, taxes, and depreciation and amortization ("EBITDA"), as adjusted to exclude certain items ("Adjusted EBIT and
Adjusted EBITDA"), as a percent to net sales to GAAP net income as a percent to net sales, which the Company believes to be the most
directly comparable GAAP financial measure.
Net sales
Net income
2017
2016
2015
2014
2013
(millions, except percentages)
$
$
24,837
1,536
$
$
25,778
611
$
$
27,079
1,070
$
$
28,105
1,526
$
$
27,931
1,486
Net income as a percent to net sales
6.2%
2.4%
4.0%
5.4%
5.3%
Net income
Add back restructuring, impairment, store
closing and other costs
Add back settlement charges
Add back interest expense - net
Add back (deduct) net premiums on the early retirement
of debt
Add back (deduct) federal, state and local income
tax expense (benefit)
Adjusted EBIT
Adjusted EBIT as a percent to net sales
Add back depreciation and amortization
Adjusted EBITDA
Adjusted EBITDA as a percent to net sales
$
1,536
$
611
$
1,070
$
1,526
$
1,486
186
105
310
(10)
479
98
363
288
—
361
87
—
393
—
—
17
88
—
388
—
(29)
2,098
$
8.4%
341
1,892
$
608
2,327
$
7.3%
8.6%
864
2,887
10.3%
$
804
2,766
9.9%
991
3,089
12.4%
$
1,058
2,950
11.4%
$
1,061
3,388
12.5%
$
1,036
3,923
14.0%
$
1,020
3,786
13.6%
31
$
$
ROIC
The Company defines ROIC as adjusted operating income 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 operating income as a percent to property
and equipment - net, which the Company believes to be the most directly comparable GAAP financial measure.
Operating income
Property and equipment - net
Operating income as a percent to property and
equipment - net
2017
2016
2015
2014
2013
(millions, except percentages)
$
$
1,807
6,845
$
$
1,315
7,317
$
$
2,039
7,708
$
$
2,800
7,865
$
$
2,678
8,063
26.4%
18.0%
26.5%
35.6%
33.2%
Operating income
Add back restructuring, impairment, store closing and
$
1,807
$
1,315
$
2,039
$
2,800
$
2,678
other costs
Add back settlement charges
Add back depreciation and amortization
Add back rent expense, net
Real estate
Personal property
Deferred rent amortization
Adjusted operating income
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
186
105
991
325
10
14
3,438
6,845
4,733
2,792
327
5,712
422
830
(2,115)
(3,027)
16,519
$
$
$
479
98
1,058
319
11
9
3,289
7,317
5,088
2,712
402
6,012
456
881
(2,173)
(2,924)
17,771
$
$
$
288
—
87
—
1,061
1,036
301
12
8
3,709
7,708
5,457
2,568
338
6,226
453
775
(2,366)
(2,677)
18,482
$
$
$
279
12
7
4,221
7,865
5,830
2,384
336
6,155
443
784
(2,472)
(2,511)
18,814
$
$
$
88
—
1,020
268
11
8
4,073
8,063
6,007
2,296
339
6,065
398
659
(2,520)
(2,328)
18,979
20.8%
18.5%
20.1%
22.4%
21.5%
$
$
$
32
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 profit 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 2017 and 2016. As of the date of this report, the Company does not anticipate making funding
contributions to the Pension Plan in 2018. 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 7.00% for 2017, 2016 and 2015 based on
expected future returns on the portfolio of assets. For 2018, the Company is lowering the assumed annual long-term rate of return to 6.75%
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 2018 pension expense by approximately $8 million.
The Company discounted its future pension obligations using a weighted-average rate of 3.74% at February 3, 2018 and 4.00% at
January 28, 2017 for the Pension Plan and 3.78% at February 3, 2018 and 4.07% at January 28, 2017 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 3,
2018 by approximately $92 million and would decrease estimated 2018 pension expense by approximately $3 million. Increasing the
discount rates by 0.25% would decrease the projected benefit obligations at February 3, 2018 by approximately $85 million and would
increase estimated 2018 pension expense by approximately $3 million.
In 2016, the Company changed the method used to estimate the service and interest cost components of net periodic benefit costs for
the Pension Plan and SERP. The new 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. Historically, the Company estimated the service and interest cost components
using a single weighted-average discount rate derived from the yield curve used to measure the benefit obligations.
The Company made this change to improve the correlation between projected benefit cash flows and the corresponding yield curve
spot rates and to provide a more precise measurement of service and interest costs. The Company accounted for this change as a change in
estimate prospectively starting in 2016.
34
New Pronouncements
Revenue Recognition
In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which
establishes 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 effective for the Company on February 4, 2018. On the effective date,
the Company will apply the new guidance retrospectively to each prior reporting period presented.
Overall, the new standard will not have a material impact to the results of the Company's operations or consolidated statements of
financial position, but will change the presentation and timing of certain revenue transactions. The Company currently estimates the
impacts to its consolidated financial statements to include gross presentation of its estimates for future sales returns and related recoverable
assets, presenting income from credit operations, gift card breakage income and Thanks For Sharing 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. In addition, on a quarterly basis, the timing of recognizing revenue for the Company's Thanks For Sharing loyalty program will
change as compared to historical recognition. 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. The Company does not expect material
changes in gross versus net presentation as a result of the adoption of the new standard.
The following tables reflect the preliminary and unaudited expected impacts to reported 2017 and 2016 results, respectively, for the
impact of the adoption of the new standard on our consolidated financial statements.
Consolidated Statement of Income:
Net sales
Credit card revenues, net
Cost of sales
Selling, general and administrative expenses
Federal, state and local income tax benefit
Net income attributable to
Macy's, Inc. shareholders
Diluted earnings per share attributable to
Macy's, Inc. shareholders
Consolidated Statement of Income:
Net sales
Credit card revenues, net
Cost of sales
Selling, general and administrative expenses
Federal, state and local income tax expense
Net income attributable to
Macy's, Inc. shareholders
Diluted earnings per share attributable to
Macy's, Inc. shareholders
As Reported
2017 (Unaudited)
New Revenue Standard
Adjustments
As Adjusted
(dollars in millions, except per share figures)
$
24,837 $
—
(15,152)
(8,131)
29
1,547
5.04
$
104
702
(30 )
(766 )
(2 )
8
0.02
24,941
702
(15,182)
(8,897)
27
1,555
5.06
As Reported
2016 (Unaudited)
New Revenue Standard
Adjustments
As Adjusted
(dollars in millions, except per share figures)
$
25,778 $
—
(15,621)
(8,474)
(341)
619
1.99
35
$
132
656
(46 )
(728 )
(5 )
9
0.03
25,910
656
(15,667)
(9,202)
(346)
628
2.02
Consolidated Balance Sheet:
Prepaid expenses and other current assets
Accounts payable and accrued liabilities
Deferred income taxes
Total Shareholders' equity
Consolidated Balance Sheet:
Prepaid expenses and other current assets
Accounts payable and accrued liabilities
Deferred income taxes
Total Shareholders' equity
As Reported
2017 (Unaudited)
New Revenue Standard
Adjustments
(dollars in millions)
As Adjusted
448 $
3,167
1,122
5,661
201 $
102
25
74
649
3,269
1,147
5,735
As Reported
2016 (Unaudited)
New Revenue Standard
Adjustments
(dollars in millions)
As Adjusted
408 $
3,563
1,443
4,322
232 $
143
35
54
640
3,706
1,478
4,376
448 $
3,167
1,122
5,661
448 $
3,167
1,122
5,661
Adoption of ASC Topic 606 is not expected to impact cash from or used in operating, financing, or investing on our consolidated
statements of cash flows.
Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 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. Currently, the new standard is to be adopted utilizing a modified
retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in
the consolidated financial statements, with certain practical expedients available. However, the FASB has proposed another transition
method, in addition to the existing requirements, to transition to the new lease standard by recognizing a cumulative-effect adjustment to
the opening balance of retained earnings in the period of adoption. The Company is awaiting finalization of the alternatives for
transitioning to the new standard before deciding upon a method of adoption.
The Company expects that the new lease standard will have a material impact on the Company's consolidated financial statements.
While the Company is continuing to assess the effects of adoption, the Company currently believes the most significant changes relate to
the recognition of new ROU assets and lease liabilities on the consolidated balance sheets for real property and personal property operating
leases as well as changes to the timing of recognition of certain real estate asset sale gains in the consolidated statements of income 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). The Company expects that substantially all of its operating lease commitments disclosed in Note 4,
"Properties and Leases", to the consolidated financial statements will be subject to the new guidance and will be recognized as operating
lease liabilities and ROU assets upon adoption. A significant change in leasing activity between the date of this report and adoption is not
expected.
Retirement Plans
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
36
income statement guidance requires application on a retrospective basis. For 2017 and 2016, $57 million and $55 million, respectively, of
net retirement plan income, excluding service cost, and settlement charges of $105 million and $98 million, respectively, will be
reclassified to separate financial statement captions below operating income. This standard was effective for the Company on February 4,
2018.
Goodwill
In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (ASC Topic 350), which
eliminates the second step in the two-step goodwill impairment test. Previously the second step required the computation of the implied fair
value of goodwill by determining the fair value of its assets and liabilities (including unrecognized assets and liabilities). Under the new
standard, an entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment
test is necessary for its annual, or interim, goodwill impairment test. If the quantitative impairment test is deemed necessary, the Company
should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit to its carrying value and
recognize an impairment charge for the amount by which the carrying value exceeds the fair value. This standard is effective for the
Company on a prospective basis beginning on February 2, 2020. The Company elected to early adopt this new standard in the fourth
quarter of 2017. The adoption of this new standard did not have an impact on the Company's consolidated financial position, results of
operations or cash flows.
Statement of Cash Flows
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 regards 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 will be applied using a retrospective
transition method to each period presented. The standards will change the Company's classification of cash payments for debt prepayment
and extinguishment costs from an operating outflow to a financing outflow. Additionally, the standards will result in the Company
including its restricted cash balances with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total
amounts shown on its statements of cash flows to explain the change in restricted cash during the respective periods. The Company does
not anticipate the adoption of this standard will have a material impact on the Company's consolidated statement of cash flows.
The Company does not anticipate that the adoption of any other recent accounting pronouncements will have a material impact on the
Company's consolidated financial position, results of operations or cash flows.
Comprehensive Income
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 new standard is effective for the Company on February 3, 2019. Early adoption is permitted. The Company is
currently evaluating the impact of adopting the new standard and does not expect the new standard to have a material impact on the
Company’s financial position or results of operations.
37
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 3, 2018, 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 3, 2018, 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 3, 2018, January 28, 2017, and January 30, 2016
Consolidated Statements of Comprehensive Income for the fiscal years ended
February 3, 2018, January 28, 2017, and January 30, 2016
Consolidated Balance Sheets as of February 3, 2018 and January 28, 2017
Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended
February 3, 2018, January 28, 2017, and January 30, 2016
Consolidated Statements of Cash Flows for the fiscal years ended
February 3, 2018, January 28, 2017, and January 30, 2016
Notes to Consolidated Financial Statements
Page
F-2
F-3
F-5
F-6
F-7
F-8
F-9
F-10
38
Item 9.
None.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
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 3, 2018, 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 3, 2018 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 3, 2018, 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 3, 2018 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 2018 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 http://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.
39
Set forth below are the names, ages and principal occupations of the Company's non-employee directors as of March 23, 2018.
Name
Francis S. Blake
John A. Bryant
Deirdre P. Connelly
Leslie D. Hale
William H. Lenehan
Sara Levinson
Joyce M. Roché
Paul C. Varga
Marna C. Whittington
Age
68
52
57
Director
Since
2015
2015
2008
45
41
67
71
54
70
2015
2016
1997
2006
2012
1993
Principal Occupation
Former Chairman and Chief Executive Officer of The Home Depot, Inc.
Former Chairman and Chief Executive Officer of Kellogg Company.
Former President, North American Pharmaceuticals of
GlaxoSmithKline, a global pharmaceutical company.
Chief Operating Officer since 2016, Chief Financial Officer since 2007
and Executive Vice President since 2013 of RLJ Lodging Trust, a
publicly-traded lodging real estate investment trust.
President and Chief Executive Officer of Four Corners Property Trust,
Inc., a real estate investment trust, since August 2015.
Co-Founder and Director of Katapult, a digital entertainment company
making products for today's creative generation, since April 2013.
Former President and Chief Executive Officer of Girls Incorporated, a
national non-profit research, education and advocacy organization.
Chairman of Brown-Forman Corporation, a spirits and wine company,
since August 2007 and Chief Executive Officer since 2005.
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 2017,” “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.
40
PART IV
Item 15.
Exhibits and Financial Statement
Schedules.
(a) The following documents are filed as part of this report:
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
Amended and Restated Certificate of Incorporation
Description
Certificate of Designations of Series A Junior Participating
Preferred Stock
Document if Incorporated by Reference
Exhibit 3.1 to the Company's Current Report on Form 8-K
filed on 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 on May 24, 2011
Amended and Restated By-Laws
Exhibit 3.1 to the Company's Current Report on Form 8-K
filed on 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 (the “1991 Indenture”)
Guarantee of Securities, dated as of August 30, 2005, by the
Company relating to the 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 (the “1994 Indenture”)
41
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 on January 15, 1991
Exhibit 10.13 to the Company's Current Report on Form 8-
K filed on August 30, 2005 (the “August 30, 2005 Form 8-
K”)
Exhibit 4.1 to the Company's Registration Statement on
Form S-3 (Registration No. 33-88328) filed on January 9,
1995
Exhibit
Number
4.4.1
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
Description
Ninth Supplemental Indenture to the 1994 Indenture, dated as
of July 14, 1997, between the Company and U.S. Bank
National Association (successor to State Street Bank and Trust
Company and The First National Bank of Boston), as Trustee
Tenth Supplemental Indenture to the 1994 Indenture, dated as
of August 30, 2005, among the Company, Macy's Retail and
U.S. Bank National Association (as successor to State Street
Bank and Trust Company and as successor to The First
National Bank of Boston), as Trustee
Guarantee of Securities, dated as of August 30, 2005, by the
Company relating to the 1994 Indenture
Document if Incorporated by Reference
Exhibit 3 to the Company's Current Report on Form 8-K
filed on July 15, 1997
Exhibit 10.14 to the August 30, 2005 Form 8-K
Exhibit 10.16 to the August 30, 2005 Form 8-K
Indenture, dated as of September 10, 1997, between the
Company and U.S. Bank National Association (successor to
Citibank, N.A.), as Trustee (the “1997 Indenture”)
Exhibit 4.4 to the Company's Amendment No. 1 to Form S-
3 (Registration No. 333-34321) filed on September 11,
1997
First Supplemental Indenture to the 1997 Indenture, dated as
of February 6, 1998, between the Company and U.S. Bank
National Association (successor to Citibank, N.A.), as Trustee
Exhibit 2 to the Company's Current Report on Form 8-K
filed on February 6, 1998
Third Supplemental Indenture to the 1997 Indenture, dated as
of March 24, 1999, between the Company and U.S. Bank
National Association (successor to Citibank, N.A.), as Trustee
Exhibit 4.2 to the Company's Registration Statement on
Form S-4 (Registration No. 333-76795) filed on April 22,
1999
Seventh Supplemental Indenture to the 1997 Indenture, dated
as of August 30, 2005 among the Company, Macy's Retail
and U.S. Bank National Association (successor to Citibank,
N.A.), as Trustee
Guarantee of Securities, dated as of August 30, 2005, by the
Company relating to the 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 (the “1996 Indenture”)
First Supplemental Indenture to the 1996 Indenture, dated as
of August 30, 2005, by and among the Company (as
successor to May Delaware), Macy's Retail (f/k/a May New
York) and BNY Mellon, as Trustee
Indenture, dated as of July 20, 2004, among the Company (as
successor to May Delaware), Macy's Retail (f/k/a May New
York) and BNY Mellon, as Trustee (the “2004 Indenture”)
First Supplemental Indenture to the 2004 Indenture, dated as
of August 30, 2005 among the Company (as successor to May
Delaware), Macy's Retail and BNY Mellon, as Trustee
Exhibit 10.15 to the August 30, 2005 Form 8-K
Exhibit 10.17 to the August 30, 2005 Form 8-K
Exhibit 4.1 to the Registration Statement on Form S-3
(Registration No. 333-06171) filed on June 18, 1996 by
May Delaware
Exhibit 10.9 to the August 30, 2005 Form 8-K
Exhibit 4.1 to the Current Report on Form 8-K (File
No. 001-00079) filed on July 21, 2004 by May Delaware
Exhibit 10.10 to the 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 (the “2006 Indenture”)
Exhibit 4.6 to the Company's Registration Statement on
Form S-3ASR (Registration No. 333-138376) filed on
November 2, 2006
42
Exhibit
Number
4.8.1
4.8.2
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
Description
Third Supplemental Indenture to the 2006 Indenture, dated
March 12, 2007, among Macy's Retail, the Company and U.S.
Bank National Association, as Trustee
Sixth Supplemental Indenture to the 2006 Indenture, dated
December 10, 2015, among Macy's Retail, the Company and
U.S. Bank National Association, as Trustee
Document if Incorporated by Reference
Exhibit 4.2 to the Company's Current Report on Form 8-K
filed on March 12, 2007
Exhibit 4.2 to the Company's Current Report on Form 8-K
filed on December 10, 2015
Indenture, dated as of January 13, 2012, among Macy's Retail,
the Company and BNY Mellon, as Trustee (the "2012
Indenture")
Exhibit 4.1 to the Company's Current Report on Form 8-K
filed on January 13, 2012 (the “January 13, 2012 Form 8-
K”)
First Supplemental Trust Indenture to the 2012 Indenture,
dated as of January 13, 2012, among Macy's Retail, as issuer,
the Company, as guarantor, and BNY Mellon, as trustee
Second Supplemental Trust Indenture to the 2012 Indenture,
dated as of January 13, 2012, among Macy's Retail, as issuer,
the Company, as guarantor, and BNY Mellon, as trustee
Exhibit 4.2 to the January 13, 2012 Form 8-K
Exhibit 4.3 to the January 13, 2012 Form 8-K
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
Exhibit 4.2 to the Company's Current Report on Form 8-K
filed on November 20, 2012 (the “November 20, 2012
Form 8-K”)
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
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
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
Tax Sharing Agreement, dated as of October 31, 2014, among
Macy's, Inc. and members of the Affiliated Group
43
Exhibit 4.3 to the November 20, 2012 Form 8-K
Exhibit 4.2 to the Company's Current Report on Form 8-K
filed on September 6, 2013
Exhibit 4.2 to the Company's Current Report on Form 8-K
filed on May 23, 2014
Exhibit 4.2 to the Company's Current Report on Form 8-K
filed on November 18, 2014
Exhibit 10.01 to the Company's Current Report on Form 8-
K filed on May 11, 2016 (the “May 11, 2016 Form 8-K”)
Exhibit 10.02 to the May 11, 2016 Form 8-K
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 (the “2014 Form 10-K”)
Exhibit
Number
10.4+
Description
Document if Incorporated by Reference
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 on December 8, 2014
10.5
1995 Executive Equity Incentive Plan, as amended and
restated as of June 1, 2007 (the “1995 Plan”) *
10.6
Senior Executive Incentive Compensation Plan *
Exhibit 10.11 to the Company's Annual Report on Form
10-K (File No. 1-13536) for the fiscal year ended
January 31, 2009 (the “2008 Form 10-K”)
Appendix B to the Company's Proxy Statement dated
March 31, 2017
10.7
1994 Stock Incentive Plan, as amended and restated as of June
1, 2007 *
Exhibit 10.13 to the 2008 Form 10-K
10.8
Form of Indemnification Agreement *
10.9
Executive Severance Plan, effective November 1, 2009, as
revised and restated January 1, 2014 *
Exhibit 10.14 to the Registration Statement on Form 10
(File No. 1-10951), filed on 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 (the “2013 Form 10-K”)
10.9.1
10.10
10.10.1
Senior Executive Severance Plan effective as of April 1,
2018 *
Form of Non-Qualified Stock Option Agreement for the 1995
Plan (for Executives and Key Employees) *
Exhibit 10.2 to the Company's Current Report on Form 8-K
filed on March 29, 2005
Form of Non-Qualified Stock Option Agreement for the 1995
Plan (for Executives and Key Employees), as amended *
10.10.2
Form of Non-Qualified Stock Option Agreement for the 1994
Stock Incentive Plan *
Exhibit 10.33.1 to the Company's Annual Report on Form
10-K (File No. 1-13536) for the fiscal year ended January
28, 2006
Exhibit 10.7 to the Current Report on Form 8-K (File No.
001-00079) filed on March 23, 2005 by May Delaware (the
“March 23, 2005 Form 8-K”)
10.10.3
10.10.4
10.10.5
10.11
10.11.1
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 (the "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 Restricted Stock Agreement for the 1994 Stock
Incentive Plan *
Form of Time-Based Restricted Stock Agreement under the
2009 Omnibus Incentive Compensation
Plan *
Exhibit 10.14.4 to the 2014 Form 10-K
Exhibit 10.4 to the March 23, 2005 Form 8-K
Exhibit 10.3 to the Company's Current Report on Form 8-K
filed on March 25, 2010
10.12
2016-2018 Performance-Based Restricted Stock Unit Terms
and Conditions *
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 (the "2015 Form 10-K")
10.12.1
2017-2019 Performance-Based Restricted Stock Unit Terms
and Conditions *
Exhibit 10.13.2 to the Company's Quarterly Report on
Form 10-Q filed August 25, 2017
44
Exhibit
Number
10.12.2
10.13
10.13.1
10.13.2
10.13.3
Description
Document if Incorporated by Reference
2018-2020 Performance-Based Restricted Stock Unit Terms
and Conditions *
Form of Time-Based Restricted Stock Unit Agreement under
the 2009 Omnibus Incentive Compensation Plan *
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 *
Exhibit 10.19 to the 2012 Form 10-K
Exhibit 10.18.1 to the 2014 Form 10-K
10.14
Supplementary Executive Retirement Plan *
Exhibit 10.29 to the 2008 Form 10-K
10.14.1
First Amendment to the Supplementary Executive Retirement
Plan effective January 1, 2012 *
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
10.14.2
10.14.3
Second Amendment to Supplementary Executive Retirement
Plan effective January 1, 2012 *
Exhibit 10.20.2 to the 2012 Form 10-K
Third Amendment to Supplementary Executive Retirement
Plan effective December 31, 2013 *
Exhibit 10.20.3 to the 2013 Form 10-K
10.15
Executive Deferred Compensation Plan *
Exhibit 10.30 to the 2008 Form 10-K
10.15.1
10.16
10.16.1
10.16.2
10.16.3
10.16.4
10.16.5
First Amendment to Executive Deferred Compensation Plan
effective December 19, 2013 *
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 *
Second Amendment to the Plan regarding marriage status,
effective January 1, 2014 *
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*
Exhibit 10.21.1 to the 2013 Form 10-K
Exhibit 10.22 to the 2013 Form 10-K
Exhibit 10.21.1 to the 2014 Form 10-K
Exhibit 10.21.2 to the 2014 Form 10-K
Exhibit 10.21.3 to the 2014 Form 10-K
Exhibit 10.17.4 to the 2015 Form 10-K
Exhibit 10.17.5 to the 2015 Form 10-K
10.17
Director Deferred Compensation Plan *
Exhibit 10.33 to the 2008 Form 10-K
45
Exhibit
Number
10.18
Description
Macy's, Inc. Amended and Restated 2009 Omnibus Incentive
Compensation Plan *
Document if Incorporated by Reference
Appendix B to the Company's Proxy Statement dated April
2, 2014
10.19
Macy's, Inc. Deferred Compensation Plan *
10.19.1
10.19.2
10.19.3
10.20
10.21
10.21.1
10.22
21
23
24
31.1
31.2
32.1
32.2
101
Exhibit 4.5 to the Company's Registration Statement on
Form S-8 (Registration No. 333-192917) filed on
December 18, 2013
Exhibit 10.24.1 to the 2014 Form 10-K
Exhibit 10.24.2 to the 2014 Form 10-K
Exhibit 10.20.3 to the 2015 Form 10-K
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*
Change in Control Plan, effective November 1, 2009, as
revised and restated effective April 1, 2018 *
Amended and Restated Time Sharing Agreement between
Macy's, Inc. and Terry J. Lundgren, dated August 21, 2014 *
Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q filed on September 8, 2014
Exhibit 10.23 to the Company's Annual Report on Form
10-K (File No. 1-13536) for the fiscal year ended January
28, 2017 (the "2016 Form 10-K")
Time Sharing Agreement between Macy's, Inc. and Jeff
Gennette, dated June 14, 2017 *
General Release with Addendum between Macy's, Inc. and
Peter R. Sachse *
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 3,
2018, filed on April 4, 2018, formatted in XBRL: (i)
Consolidated Statements of Income, (ii) Consolidated
Statements of Comprehensive Income, (iii) Consolidated
Balance Sheets, (iv) Consolidated Statements of Changes in
Shareholders’ Equity, (v) Consolidated Statements of Cash
Flows, and (vi) the Notes to Consolidated Financial
Statements, tagged as block of text and in detail.
___________________
46
+
*
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.
47
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
Chief Legal Officer and Secretary
Date: April 4, 2018
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 4, 2018.
*
Jeff Gennette
*
Karen M. Hoguet
*
Felicia Williams
Chief Executive Officer (principal
executive officer), Chairman of the
Board and Director
Chief Financial Officer (principal
financial officer)
Executive Vice President, Controller
and Enterprise Risk Officer (principal
accounting officer)
*
Francis S. Blake
*
John A. Bryant
*
Deirdre P. Connelly
Director
Director
Director
*
Leslie D. Hale
*
William H. Lenehan
*
Sara Levinson
Director
Director
Director
*
Joyce M. Roché
*
Paul C. Varga
*
Marna C. Whittington
Director
Director
Director
___________________
*
The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K pursuant to the Powers of
Attorney executed by the above-named officers and directors and filed herewith.
By:
48
/s/ ELISA D. GARCIA
Elisa D. Garcia
Attorney-in-Fact
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 3, 2018, January 28, 2017, and January 30, 2016
Consolidated Statements of Comprehensive Income for the fiscal years ended
February 3, 2018, January 28, 2017, and January 30, 2016
Consolidated Balance Sheets at February 3, 2018 and January 28, 2017
Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended
February 3, 2018, January 28, 2017, and January 30, 2016
Consolidated Statements of Cash Flows for the fiscal years ended
February 3, 2018, January 28, 2017, and January 30, 2016
Notes to Consolidated Financial Statements
F-1
Page
F-2
F-3
F-5
F-6
F-7
F-8
F-9
F-10
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
Chairman of the Board and Chief Executive Officer
Karen M. Hoguet
Chief Financial Officer
Felicia Williams
Executive Vice President, Controller and Enterprise Risk Officer
F-2
Report of Independent Registered Public Accounting Firm
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 3, 2018 and
January 28, 2017, 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 3, 2018, and the related notes (collectively, the consolidated financial
statements). We also have audited the Company’s internal control over financial reporting as of February 3, 2018, 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 3, 2018 and January 28, 2017, and the results of its operations and its cash flows for each of the years in the three-
year period ended February 3, 2018, 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 3, 2018, 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 that receipts and expenditures of the company are being made only in accordance with authorizations of
management and
F-3
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
We have served as the Company’s auditor since 1988.
Cincinnati, Ohio
April 4, 2018
F-4
MACY’S, INC.
CONSOLIDATED STATEMENTS OF INCOME
(millions, except per share data)
Net sales
Cost of sales
Gross margin
Selling, general and administrative expenses
Gains on sale of real estate
Restructuring, impairment, store closing and other costs
Settlement charges
Operating income
Interest expense
Net premiums 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
2017
2016
2015
24,837 $
(15,152)
9,685
(8,131)
544
(186)
(105)
1,807
(321)
10
11
1,507
29
1,536
11
1,547 $
25,778 $
(15,621)
10,157
(8,474)
209
(479)
(98)
1,315
(367)
—
4
952
(341)
611
8
619 $
5.07 $
2.01 $
5.04 $
1.99 $
27,079
(16,496)
10,583
(8,468)
212
(288)
—
2,039
(363)
—
2
1,678
(608)
1,070
2
1,072
3.26
3.22
$
$
$
$
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, net of taxes:
Net actuarial gain and prior service credit on post employment
and postretirement benefit plans, net of tax effect of
$37 million and $42 million
Reclassifications to net income:
Net actuarial loss and prior service cost on post employment and
postretirement benefit plans, net of tax effect of $13 million, $14 million
and $19 million
Settlement charges, net of tax effect of $37 million and $38 million
Total other comprehensive income
Comprehensive income
Comprehensive loss attributable to noncontrolling interest
Comprehensive income attributable to
Macy's, Inc. shareholders
2017
2016
2015
$
1,536 $
611 $
1,070
82
65
—
22
68
172
1,708
11
22
60
147
758
8
$
1,719 $
766 $
29
—
29
1,099
2
1,101
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-6
MACY’S, INC.
CONSOLIDATED BALANCE SHEETS
(millions)
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
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 (304.8 and 304.1 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
February 3, 2018 January 28, 2017
$
$
$
$
1,455 $
363
5,178
448
7,444
6,672
3,897
488
880
19,381 $
22 $
1,590
3,167
296
5,075
5,861
1,122
1,662
3
676
7,174
(1,456)
(724)
5,673
(12)
5,661
19,381 $
1,297
522
5,399
408
7,626
7,017
3,897
498
813
19,851
309
1,423
3,563
352
5,647
6,562
1,443
1,877
3
617
6,088
(1,489)
(896)
4,323
(1)
4,322
19,851
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-7
MACY’S, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(millions)
Accumulated
Other
Comprehensive
Income (Loss)
Total
Macy's, Inc.
Shareholders’
Equity
Non-
controlling
Interest
Total
Shareholders'
Equity
(1,072) $
29
Common
Stock
Additional
Paid-In
Capital
4
$
1,048 $
Accumulated
Equity
Treasury
Stock
7,340 $ (1,942) $
1,072
(456)
(2,001)
64
(64 )
(427)
(1)
(1,622)
226
2,050
2
3
621
60
(64 )
3
617
58
(24 )
(1,665)
(1,043)
147
(316)
81
406
5
(1,489)
(896)
172
6,334
619
(459)
(406)
6,088
1,547
(461)
(1)
27
7
$
Balance at January 31, 2015
Net income (loss)
Other comprehensive income
Common stock dividends
($1.3925 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
Balance at January 30, 2016
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
Balance at January 28, 2017
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
5,378 $
1,072
29
(456)
(2,001)
64
162
—
2
—
4,250
619
147
(459)
(316)
60
17
—
5
—
4,323
1,547
172
(461)
(1)
58
3
7
25
5,673 $
— $
(2)
5
3
(8)
4
(1)
(11 )
(12 ) $
5,378
1,070
29
(456)
(2,001)
64
162
—
2
5
4,253
611
147
(459)
(316)
60
17
—
5
4
4,322
1,536
172
(461)
(1)
58
3
7
25
5,661
3
$
7,174 $ (1,456) $
The accompanying notes are an integral part of these Consolidated Financial Statements.
(724) $
$
25
676 $
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:
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
Increase 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
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
Acquisition of Bluemercury, Inc., net of cash acquired
Disposition of property and equipment
Other, net
Net cash used by investing activities
Cash flows from financing activities:
Debt repaid
Dividends paid
Debt issued
Increase (decrease) in outstanding checks
Acquisition of treasury stock
Issuance of common stock
Financing costs
Proceeds from noncontrolling interest
Net cash used by financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents beginning of period
Cash and cash equivalents end of period
Supplemental cash flow information:
Interest paid
Interest received
Income taxes paid (net of refunds received)
2017
2016
2015
$
1,536 $
611 $
186
105
991
58
(544)
(45)
120
221
(14)
162
(179)
(114)
(412)
(127)
1,944
(487)
(273)
—
411
(24)
(373)
(954)
(461)
—
(15)
(1)
6
(1)
13
(1,413 )
158
1,297
1,455 $
361 $
12
496
479
98
1,058
61
(209)
(14)
(1)
107
(8)
(132)
(127)
125
(139)
(108)
1,801
(596)
(316)
—
673
52
(187)
(751)
(459)
—
61
(316)
36
(3)
6
(1,426 )
188
1,109
1,297 $
396 $
4
352
$
$
1,070
288
—
1,061
65
(212)
(14)
(45)
(60)
—
(78)
116
(69)
(1)
(137)
1,984
(777)
(336)
(212)
204
29
(1,092 )
(152)
(456)
499
(83)
(2,001 )
163
(4)
5
(2,029 )
(1,137 )
2,246
1,109
383
2
635
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MACY’S, INC.
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 children's), cosmetics, home furnishings and other consumer goods. The Company has stores in 44 states,
the District of Columbia, Guam and Puerto Rico. As of February 3, 2018, the Company’s operations and reportable segments were
conducted through Macy’s, Bloomingdale’s, Bloomingdale’s The Outlet, Macy's Backstage, bluemercury and Macy's China Limited,
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.
For 2017, 2016 and 2015, the following merchandise constituted the following percentages of sales:
Women’s Accessories, Intimate Apparel, Shoes, Cosmetics and Fragrances
Women’s Apparel
Men’s and Children’s
Home/Miscellaneous
2017
2016
2015
38%
23
23
16
100%
38%
23
23
16
100%
38%
23
23
16
100%
Fiscal Year
The Company’s fiscal year ends on the Saturday closest to January 31. Fiscal years 2017, 2016 and 2015 ended on February 3, 2018,
January 28, 2017 and January 30, 2016, respectively. Fiscal year 2017 includes 53 weeks and fiscal years 2016 and 2015 included 52
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 holds a sixty-five percent
ownership interest and Hong Kong-based Fung Retailing Limited holds the remaining thirty-five percent ownership interest. Macy's China
Limited sells merchandise in China through an e-commerce presence on Alibaba Group's Tmall Global. The Consolidated Financial
Statements include the accounts of Macy's, Inc. and its 100%-owned subsidiaries and the newly established majority-owned subsidiary,
Macy's China Limited. The noncontrolling interest represents the Fung Retailing Limited's thirty-five percent proportionate share of the
results of Macy's China Limited. All significant intercompany transactions have been eliminated.
Certain reclassifications were made to prior year’s 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.
F-10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Net Sales
Net sales include merchandise sales, licensed department income, shipping and handling fees, 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 delivery to the customer
and are reported net of merchandise returns. The Company licenses third parties to operate certain departments in its stores. The Company
receives commissions from these licensed departments based on a percentage of net sales. Commissions are recognized as income at the
time merchandise is sold to customers. Sales taxes collected from customers are not considered revenue and are included in accounts
payable and accrued liabilities until remitted to the taxing authorities.
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
$102 million at February 3, 2018 and $119 million at January 28, 2017.
Investments
The Company from time to time invests in debt and equity securities, including companies engaged in complementary businesses. All
marketable equity and debt securities held by the Company are accounted for under ASC Topic 320, Investments – Debt and Equity
Securities. Unrealized holding gains and losses on trading securities are recognized in the Consolidated Statements of Income and
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 3, 2018, the Company did not hold any held-to-maturity or
available-for-sale securities.
Receivables
In connection with the sale of most of the Company’s credit assets to Citibank, the Company and Citibank entered into 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 a reduction of selling, general and administrative ("SG&A") expenses 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.
Loyalty Programs
The Company maintains customer loyalty programs in which customers earn points based on their spending. Under the Macy's brand,
the Company launched a new points-based loyalty program in October 2017 for proprietary cardholders. Under the Macy’s brand, the
Company also currently participates in a coalition program (Plenti) whereby customers can earn points based on spending levels with bonus
opportunities through various targeted offers and promotions at Macy's and other partners. The Company will no longer participate in
Plenti as of May 3, 2018. Under the Bloomingdale’s brand, the Company offers a tender neutral points-based program. Benefits also
include free delivery and gift wrap services. For these programs, the Company recognizes the estimated net amount of the rewards that will
be earned and redeemed as a reduction to net sales.
F-11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 3, 2018 and January 28, 2017, 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 2017, 2016 or 2015. 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.
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 in accordance with ASC Subtopic 605-50,
Customer Payments and Incentives. The Company also receives advertising allowances from approximately 980 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 in accordance with ASC Subtopic 605-50. 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.
F-12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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
2017
2016
(millions)
1,397
289
1,108
24,837
$
$
$
1,547
394
1,153
25,778
$
$
$
2015
1,587
414
1,173
27,079
$
$
$
4.5%
4.5%
4.3%
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.
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.
F-13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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, 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. Income from unredeemed gift cards (breakage) is recorded in proportion and
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. Breakage income for certain non-purchased, non-expiring gift cards is recognized when the likelihood of redemption
is deemed remote. The Company records breakage income as a reduction of SG&A expenses.
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.
F-14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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, 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.
Derivatives
The Company records derivative transactions according to the provisions of ASC Topic 815, Derivatives and Hedging, which
establishes accounting and reporting standards for derivative instruments and hedging activities and requires recognition of all derivatives
as either assets or liabilities and measurement of those instruments at fair value. The Company makes limited 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. On the date that the Company enters into a derivative contract, the Company designates the derivative instrument as
either a fair value hedge, a cash flow hedge or as a free-standing derivative instrument, each of which would receive different accounting
treatment. Prior to entering into a hedge transaction, the Company formally documents the relationship between hedging instruments and
hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. Derivative instruments that
the Company may use as part of its interest rate risk management strategy include interest rate swap and interest rate cap agreements and
Treasury lock agreements. At February 3, 2018, the Company was not a party to any derivative financial instruments.
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.
F-15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2.
Restructuring, Impairment, Store Closing and Other
Costs
Restructuring, impairment, store closing and other costs consist of the following:
Restructuring
Asset Impairments
Other
2017
2016
(millions)
2015
$
$
120 $
53
13
186 $
168 $
265
46
479 $
123
148
17
288
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. The Company recognized $120 million of severance and other human
resource-related costs associated with this 2017 restructuring activity.
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.
During January 2016, the Company announced a series of cost-efficiency and process improvement measures, including organization
changes that combined certain region and district organizations of the My Macy's store management structure, adjusting staffing levels in
each Macy's and Bloomingdale's store, implementing a voluntary separation opportunity for certain senior executives in stores, office and
support functions who meet certain age and service requirements, reducing additional positions in back-office organizations, consolidating
the four existing Macy's, Inc. credit and customer service center facilities into three, and decreasing non-payroll budgets company-wide.
During January 2016, the Company announced the closure of forty Macy’s stores.
In connection with these announcements and the plans to dispose of these locations, the Company incurred severance and other
human resource-related costs and other costs related to obligations and other store liabilities.
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 2017 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 2018. The 2016 and 2015 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-16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
3.
Receivables
Receivables were $363 million at February 3, 2018, compared to $522 million at January 28, 2017.
In January 2016, the Company completed a $270 million real estate transaction that will enable a re-creation of the Macy’s Brooklyn
store. The Company will continue to own and operate the first four floors and lower level of its existing nine-story retail store, which will
be reconfigured and remodeled. The remaining portion of the store and its nearby parking facility were sold to Tishman Speyer in a single
sales transaction. The Company has received approximately $250 million of cash ($68 million in 2015, $141 million in 2016, and $41
million in 2017) from Tishman Speyer for these real estate assets and will receive $20 million of additional cash over the next year. This
receivable is backed by a guarantee.
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. 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.
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 $929 million for 2017, $912 million for 2016 and $1,026 million for 2015, and
are treated as reductions of SG&A expenses on the Consolidated Statements of Income. The Company’s earnings from credit operations,
net of servicing and other credit related expenses, were $768 million for 2017, $736 million for 2016, and $831 million for 2015. Income
from credit operations excludes costs related to new account originations and fraudulent transactions incurred on the Company’s private
label credit cards.
F-17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
4.
Properties and
Leases
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 3,
2018
January 28,
2017
(millions)
1,494 $
4,106
1,444
4,204
34
11,282
4,610
6,672 $
1,541
4,212
1,545
4,541
34
11,873
4,856
7,017
$
$
In connection with various shopping center agreements, the Company is obligated to operate certain stores within the centers for
periods of up to twenty 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.
Minimum rental commitments (excluding executory costs) at February 3, 2018, for noncancellable leases are:
Fiscal year
2018
2019
2020
2021
2022
After 2022
Total minimum lease payments
Less amount representing interest
Present value of net minimum capitalized lease payments
Capitalized
Leases
Operating
Leases
(millions)
Total
$
$
3 $
3
3
3
3
34
49 $
22
27
327 $
312
274
259
235
2,139
3,546 $
330
315
277
262
238
2,173
3,595
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 ($26 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 $3 million
on operating leases.
F-18
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 $254 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
2017
2016
(millions)
2015
$
$
$
317 $
11
328
(3)
325 $
10 $
312 $
12
324
(5)
319 $
11 $
288
19
307
(6)
301
12
Included as a reduction to the expense above is deferred rent amortization of $14 million, $9 million and $8 million for 2017, 2016
and 2015, respectively, related to contributions received from landlords.
F-19
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 3,
2018
January 28,
2017
(millions)
$
$
$
$
$
$
9,279 $
(5,382)
3,897
403
4,300 $
136 $
43
179
(87)
(7)
(94)
85 $
9,279
(5,382)
3,897
403
4,300
141
43
184
(85)
(4)
(89)
95
1,364 $
(663)
701 $
1,396
(629)
767
Definite 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 2017 and 2016 and $23
million for 2015. Capitalized software amortization expense amounted to $301 million for 2017, $293 million for 2016, and $256 million
for 2015.
Future estimated amortization expense for assets, excluding in-process capitalized software of $82 million not yet placed in service as
of February 3, 2018, is shown below:
Fiscal year
2018
2019
2020
2021
2022
Amortizing
intangible assets
Capitalized
Software
$
(millions)
10 $
9
8
6
6
261
183
122
51
2
F-20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
6.
Financing
The Company’s debt is as follows:
Short-term debt:
7.45% Senior debentures due 2017
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
6.375% Senior notes due 2037
4.375% Senior notes due 2023
6.9% Senior debentures due 2029
6.7% Senior debentures due 2034
6.65% Senior debentures due 2024
7.0% Senior debentures due 2028
6.9% Senior debentures due 2032
5.125% Senior debentures due 2042
4.3% Senior notes due 2043
6.7% Senior debentures due 2028
6.79% Senior debentures due 2027
8.75% Senior debentures due 2029
8.5% Senior debentures due 2019
10.25% Senior debentures due 2021
7.6% Senior debentures due 2025
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 3,
2018
January 28,
2017
(millions)
— $
22
22 $
750 $
550
550
500
500
269
400
397
264
296
298
31
250
250
197
165
18
36
33
24
12
10
6
(25 )
(13 )
300
9
309
750
550
550
500
500
500
400
400
400
300
300
250
250
250
200
165
61
36
33
24
18
14
8
(29 )
(16 )
67
26
5,861 $
121
27
6,562
$
F-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Interest expense and premium on early retirement of debt is 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
Net premiums on early retirement of debt
2017
2016
(millions)
2015
332 $
(9)
7
2
332
11
321 $
(10) $
392 $
(22)
5
2
377
10
367 $
— $
393
(21)
6
2
380
17
363
—
$
$
$
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
redemption premium and other costs associated with this debt as net premiums on early retirement of debt on the Consolidated Statements
of Income during 2017.
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 net premiums 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.
During August 2015, the Company redeemed at par the principal amount of $76 million of 8.125% senior debentures due 2035,
pursuant to the terms of the debentures. Interest expense in 2015 benefited from the recognition of unamortized debt premium associated
with this debt.
Future maturities of long-term debt, other than capitalized leases, are shown below:
Fiscal year
2019
2020
2021
2022
2023
After 2023
$
(millions)
42
539
553
—
1,150
3,522
During 2017, 2016 and 2015, the Company repaid $300 million, $636 million and $69 million, respectively, of indebtedness at
maturity.
On December 7, 2015, the Company issued $500 million aggregate principal amount of 3.45% senior notes due 2021, the proceeds of
which were used for general corporate purposes.
F-22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table shows the detail of debt repayments:
7.45% Senior debentures due 2017
6.375% Senior notes due 2037
6.9% Senior debentures due 2032
6.7% Senior debentures due 2034
8.75% Senior debentures due 2029
7.875% Senior debentures due 2030
6.65% Senior debentures due 2024
6.9% Senior debentures due 2029
6.7% Senior debentures due 2028
7.0% Senior debentures due 2028
5.9% Senior notes due 2016
7.875% Senior notes due 2036
7.45% Senior debentures due 2016
7.5% Senior debentures due 2015
8.125% Senior debentures due 2035
9.5% amortizing debentures due 2021
9.75% amortizing debentures due 2021
Capital leases and other obligations
2017
2016
(millions)
2015
300 $
231
219
136
43
6
4
3
3
2
—
—
—
—
—
4
2
1
954 $
— $
—
—
—
—
—
—
—
—
—
577
108
59
—
—
4
2
1
751 $
—
—
—
—
—
—
—
—
—
—
—
—
—
69
76
4
3
—
152
$
$
The following summarizes certain components of the Company’s debt:
Bank Credit Agreement
The Company entered into a new 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 3, 2018, and January 28, 2017, there were no revolving credit loans outstanding under this credit agreement, and there
were no borrowings under the agreement during 2017 and 2016. In addition, there were no standby letters of credit outstanding at
February 3, 2018 and January 28, 2017. Revolving loans under the credit agreement bear interest based on various published rates.
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 2017 was 8.94 and its leverage ratio at February 3, 2018 was
2.04, in each case as calculated in accordance with the credit agreement. The interest coverage ratio is defined as EBITDA (earnings before
interest, taxes, depreciation and amortization) 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
F-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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. Over the
past two fiscal years, the amount of borrowings under the commercial paper program increased to its highest level for 2016 of
approximately $388 million during the fourth quarter of 2016. There were no borrowings under the program during 2017. As of February 3,
2018 and January 28, 2017, 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 3, 2018 and January 28, 2017, 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 and $30 million
of other standby letters of credit outstanding at February 3, 2018 and January 28, 2017, respectively.
F-24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
7.
Accounts Payable and Accrued
Liabilities
Accounts payable
Gift cards and customer rewards
Accrued wages and vacation
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
Allowance for future sales returns
Accrued interest
Deferred real estate gains
Other
February 3,
2018
January 28,
2017
(millions)
$
$
735 $
967
229
194
157
189
108
93
90
70
65
270
3,167 $
754
970
215
208
166
174
119
166
96
74
340
281
3,563
Adjustments to the allowance for future sales returns, which amounted to credits of $6 million and $16 million for 2017 and 2016,
respectively, and a charge of $19 million for 2015 are reflected in cost of sales.
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
2017
2016
(millions)
2015
$
$
503 $
144
(150)
497 $
508 $
145
(150)
503 $
505
159
(156)
508
The non-current portion of workers’ compensation and general liability reserves is included in other liabilities on the Consolidated
Balance Sheets. At February 3, 2018 and January 28, 2017, workers’ compensation and general liability reserves included $112 million of
liabilities which are covered by deposits and receivables included in current assets on the Consolidated Balance Sheets.
F-25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
8.
Taxes
Income tax expense (benefit) is as follows:
Federal
State and local
2017
Deferred
Current
Total
Current
2016
Deferred
(millions)
Total
Current
Deferred
Total
2015
$
$
367 $
16
383 $
(452) $
40
(412) $
(85) $
56
(29) $
433 $
37
470 $
(125) $
(4)
(129) $
308 $
33
341 $
536 $
72
608 $
— $
—
— $
536
72
608
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 $571 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 1.9% in 2017.
The income tax expense (benefit) reported differs from the expected tax computed by applying the federal income tax statutory rate
of 33.7% for 2017 and 35% for 2016 and 2015 to income before income taxes. 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)
Historic rehabilitation tax credit
Change in valuation allowance
Other
2017
2016
(millions)
2015
$
$
512 $
19
(571)
14
(5)
18
(16)
(29) $
333 $
12
—
—
(1)
9
(12)
341 $
587
43
—
—
(12)
3
(13)
608
(a) 2017 included the recognition of approximately $15 million of net tax deficiencies 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-26
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 3,
2018
January 28,
2017
(millions)
$
$
188 $
218
25
39
101
165
(65)
671
(923)
(389)
(276)
(205)
(1,793)
(1,122) $
405
379
63
76
79
347
(36)
1,313
(1,381)
(604)
(380)
(391)
(2,756)
(1,443)
The valuation allowance at February 3, 2018 and January 28, 2017 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 $29 million for 2017 which includes $11
million due to the impact of the deferred tax remeasurement associated with the 2017 U.S. federal tax reform. In 2016, the net change in
the valuation allowance amounted to an increase of $9 million.
As of February 3, 2018, the Company had no federal net operating loss carryforwards, state net operating loss carryforwards, net of
valuation allowances, of $138 million, and state credit carryforwards, net of valuation allowances, of $16 million, which will expire
between 2018 and 2037.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
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 at
February 3, 2018, January 28, 2017, and January 30, 2016
Current income taxes
Deferred income taxes
Other liabilities
February 3,
2018
January 28,
2017
(millions)
January 30,
2016
$
$
$
$
167 $
7
—
(23)
(2)
(9)
140 $
11 $
4
125
140 $
178 $
16
—
(12)
(4)
(11)
167 $
6 $
4
157
167 $
172
30
—
(7)
(3)
(14)
178
12
5
161
178
F-27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of February 3, 2018 and January 28, 2017, the amount of unrecognized tax benefits, net of deferred tax assets, that, if recognized
would affect the effective income tax rate, was $111 million and $109 million, respectively.
The Company classifies unrecognized tax benefits not expected to be settled within one year as other liabilities on the Consolidated
Balance Sheets.
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. Federal, state and local interest and penalties, which amounted to a credit of $3 million for 2017, an expense of $2
million for 2016, and an expense of $1 million for 2015, are reflected in income tax expense.
The Company had $51 million and $55 million accrued for the payment of federal, state and local interest and penalties at February 3,
2018 and January 28, 2017, respectively. The accrued federal, state and local interest and penalties primarily relates to state tax issues and
the amount of penalties paid in prior periods, and the amount of penalties accrued at February 3, 2018 and January 28, 2017 are
insignificant. At February 3, 2018, $27 million of federal, state and local interest and penalties is included in other liabilities and $24
million is included in current income taxes on the Consolidated Balance Sheets.
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 2014. 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 2008. 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.
F-28
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
2017
2016
(millions)
2015
93 $
1
(82)
31
43 $
94 $
2
(83)
31
44 $
88
2
(54)
41
77
$
$
In 2016, the Company changed the method used to estimate the service and interest cost components of net periodic benefit costs for
the Pension Plan and SERP. The new 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 obligations and service cost cash flows. Historically, the Company estimated the service and interest cost components
using a single weighted-average discount rate derived from the yield curve used to measure the benefit obligations.
The Company made this change to improve the correlation between projected benefit cash flows and the corresponding yield curve
spot rates and to provide a more precise measurement of service and interest costs. The Company accounted for this change as a change in
estimate prospectively starting in 2016.
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 $101 million at February 3, 2018 and $102 million January 28, 2017. Expense related to matching
contributions for the qualified plan amounted to $93 million for 2017, $94 million for 2016 and $88 million for 2015.
At February 3, 2018 and January 28, 2017, the liability under the non-qualified plan, which is reflected in other liabilities on the
Consolidated Balance Sheets, was $25 million and $20 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 $1 million at
February 3, 2018 and $2 million at January 28, 2017. Expense related to matching contributions for the non-qualified plan amounted to $1
million for 2017 and $2 million for both 2016 and 2015. In connection with the non-qualified plan, the Company had mutual fund
investments at February 3, 2018 and January 28, 2017 of $25 million and $20 million, respectively, which are included in prepaid expenses
and other current assets on the Consolidated Balance Sheets.
F-29
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 3,
2018 and January 28, 2017:
2017
2016
(millions)
Change in projected benefit obligation
Projected benefit obligation, beginning of year
Service cost
Interest cost
Actuarial 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 3, 2018 and January 28, 2017
Other assets (liabilities)
Amounts recognized in accumulated other comprehensive loss at
February 3, 2018 and January 28, 2017
Net actuarial loss
$
3,469 $
6
104
82
(390)
3,271
3,374
425
—
(390)
3,409
138 $
3,585
5
108
55
(284)
3,469
3,256
402
—
(284)
3,374
(95)
138 $
(95)
992 $
1,232
$
$
$
The accumulated benefit obligation for the Pension Plan was $3,268 million as of February 3, 2018 and $3,464 million as of
January 28, 2017.
F-30
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
Amortization of prior service credit
Settlement charges
Total recognized
$
2017
2016
(millions)
2015
$
6 $
5 $
104
(223)
31
—
(82)
89
(120)
(31)
—
(89)
(240)
(233) $
108
(227)
31
—
(83)
68
(120)
(31)
—
(68)
(219)
(234) $
6
137
(235)
38
—
(54)
—
92
(38)
—
—
54
—
The estimated net actuarial loss for the Pension Plan that will be amortized from accumulated other comprehensive loss into net
periodic benefit cost during 2018 is $32 million.
The following weighted average assumptions were used to determine the projected benefit obligations for the Pension Plan at
February 3, 2018 and January 28, 2017:
Discount rate
Rate of compensation increases
2017
2016
3.74%
4.00%
4.00%
4.10%
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
2017
2016
2015
3.75% - 4.06%
3.12% - 3.31%
7.00 %
4.10 %
3.79% - 4.26%
2.96% - 3.30%
7.00 %
4.10 %
3.55%
3.55%
7.00%
4.10%
The Pension Plan’s 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 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.
F-31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Due to settlement accounting and re-measurements during 2017 and 2016, the discount rate used to measure service cost and the
discount rate 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.
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 3, 2018, the Company lowered
the assumed annual long-term rate of return for the Pension Plan's assets from 7.00% to 6.75% 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, 60%
debt securities, 5% 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-32
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)
(millions)
— $
35
5 $
—
Total
$
5 $
35
157
481
447
44
59
13
538
15
6
1,310
157
481
114
—
—
—
—
—
—
1,310
—
—
—
44
59
13
538
15
6
—
—
—
—
—
—
—
—
—
—
—
—
—
Short term investments
Money market funds
Equity securities:
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:
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.
148
183
9
(3)
3,447 $
—
—
—
—
2,097 $
—
—
9
(3)
686 $
$
F-33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The fair values of the Pension Plan assets as of January 28, 2017, 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)
(millions)
— $
74
309
446
131
—
—
—
—
—
—
461
14 $
—
—
—
—
194
40
24
453
85
17
—
—
—
—
—
—
—
—
—
—
—
—
—
Total
$
14 $
74
309
654
649
194
40
24
453
85
17
461
Short term investments
Money market funds
Equity securities:
U.S. stocks
U.S. pooled funds (a)
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:
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.
223
186
13
(19)
3,377 $
—
—
—
—
1,421 $
—
—
13
(19)
821 $
$
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-34
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 3, 2018 and January 28, 2017, certain of these investments are generally subject to
lock-up periods, ranging from one to ten 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 3, 2018 and
January 28, 2017, the Pension Plan had unfunded commitments related to certain of these investments totaling $64 million and $72 million,
respectively.
The Company does not anticipate making funding contributions to the Pension Plan in 2018.
The following benefit payments are estimated to be paid from the Pension Plan:
Fiscal year
2018
2019
2020
2021
2022
2023-2027
$
(millions)
335
318
257
247
233
1,045
F-35
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 3, 2018 and January 28, 2017:
Change in projected benefit obligation
Projected benefit obligation, beginning of year
Service cost
Interest cost
Actuarial 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 3, 2018 and January 28, 2017
Accounts payable and accrued liabilities
Other liabilities
Amounts recognized in accumulated other comprehensive loss at
February 3, 2018 and January 28, 2017
Net actuarial loss
Prior service cost
2017
2016
(millions)
747 $
—
22
20
(86)
703
—
86
(86)
—
(703) $
(69) $
(634)
(703) $
244 $
7
251 $
823
—
22
26
(124)
747
—
124
(124)
—
(747)
(86)
(661)
(747)
248
8
256
$
$
$
$
$
$
The accumulated benefit obligation for the supplementary retirement plan was $703 million as of February 3, 2018 and $747 million
as of January 28, 2017.
F-36
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
Prior service cost
Amortization of net actuarial loss
Amortization of prior service cost
Settlement charges
Total recognized
2017
2016
(millions)
2015
— $
22
8
1
31
16
20
—
(8)
(1)
(16)
(5)
42 $
— $
22
9
—
31
30
26
—
(9)
—
(30)
(13)
48 $
—
31
10
—
41
—
(70)
—
(10)
—
—
(80)
(39)
$
$
The estimated net actuarial loss for the supplementary retirement plan that will be amortized from accumulated other comprehensive
loss into net periodic benefit cost during 2018 is $9 million.
The following weighted average assumption was used to determine the projected benefit obligations for the supplementary retirement
plan at February 3, 2018 and January 28, 2017:
Discount rate
2017
2016
3.78%
4.07%
The following weighted average assumption was used to determine net pension costs for the supplementary retirement plan:
Discount rate used to measure interest cost
2017
2016
2015
3.10% - 3.26%
2.65% - 3.16%
3.55%
The supplementary retirement plan’s 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 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.
Due to settlement accounting and re-measurements during 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.
F-37
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
2018
2019
2020
2021
2022
2023-2027
(millions)
$
69
49
48
49
48
223
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.
In 2016, the Company changed the method used to estimate the service and interest cost components of net periodic benefit costs for
the postretirement obligations. The new 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
accumulated postretirement obligation and service cost cash flows. Historically, the Company estimated the service and interest cost
components using a single weighted-average discount rate derived from the yield curve used to measure the benefit obligations.
The Company made this change to improve the correlation between projected benefit cash flows and the corresponding yield curve
spot rates and to provide a more precise measurement of service and interest costs. The Company accounted for this change as a change in
estimate prospectively starting in 2016.
F-38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following provides a reconciliation of benefit obligations, plan assets, and funded status of the postretirement obligations as of
February 3, 2018 and January 28, 2017:
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 3, 2018 and January 28, 2017
Accounts payable and accrued liabilities
Other liabilities
Amounts recognized in accumulated other comprehensive loss at
February 3, 2018 and January 28, 2017
Net actuarial gain
Prior service credit
F-39
2017
2016
(millions)
186 $
—
5
(10)
(9)
1
(17)
156
—
17
(17)
—
(156) $
(17) $
(139)
(156) $
(35) $
(10)
(45) $
212
—
6
—
(13)
1
(20)
186
—
20
(20)
—
(186)
(18)
(168)
(186)
(31)
—
(31)
$
$
$
$
$
$
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 cost
Other Changes in Plan Assets and Projected Benefit Obligation
Recognized in Other Comprehensive Loss
Net actuarial gain
Amortization of net actuarial gain
Prior service credit
Total recognized
2017
2016
(millions)
2015
$
$
— $
5
(5)
—
—
(9)
5
(10)
(14)
(14) $
— $
6
(4)
—
2
(13)
4
—
(9)
(7) $
—
8
—
—
8
(22)
—
—
(22)
(14)
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 2018 is $6 million.
The following weighted average assumption was used to determine the accumulated postretirement benefit obligations at February 3,
2018 and January 28, 2017:
Discount rate
2017
2016
3.71%
3.99%
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
2017
2016
2015
3.17%
3.14%
3.55%
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 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.
F-40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following provides the assumed health care cost trend rates related to the Company’s accumulated postretirement benefit
obligations at February 3, 2018 and January 28, 2017:
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
2017
5.50% - 10.50%
4.5%
2027
2016
6.15% - 9.75%
5.0%
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)
— $
9 $
—
(8)
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:
Fiscal Year
2018
2019
2020
2021
2022
2023-2027
Expected
Benefit
Payments
Expected
Federal
Subsidy
(millions)
$
16 $
15
14
13
13
52
1
—
—
—
—
1
F-41
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 3, 2018, approximately 13 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
2017
2016
(millions)
2015
$
$
34 $
24
58 $
43 $
18
61 $
52
13
65
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 2017, 2016 and 2015 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
2017
2016
2015
$
$
5.84
6.2%
41.8%
1.9%
12.14
$
20.78
3.8%
42.7%
1.4%
2.7%
43.3%
1.7%
5.7 years
5.7 years
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-42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Activity related to stock options for 2017 is as follows:
Outstanding, beginning of period
Granted
Canceled or forfeited
Exercised
Outstanding, end of period
Exercisable, end of period
Options expected to vest
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life
(years)
Aggregate
Intrinsic
Value
(millions)
42.18
26.12
46.46
19.09
38.80
38.38
38.57
4.3 $
8.4 $
23
4
Shares
(thousands)
20,478 $
3,801 $
(3,586) $
(317) $
20,376 $
12,810 $
6,305 $
Additional information relating to stock options is as follows:
Intrinsic value of options exercised
Cash received from stock options exercised
2017
2016
(millions)
2015
$
3 $
6
12 $
35
127
125
As of February 3, 2018, the Company had $44 million of unrecognized compensation costs related to nonvested stock options, which
is expected to be recognized over a weighted average period of approximately 2.2 years.
Restricted Stock Units
The weighted average grant date fair values of performance-based and time-based restricted stock units granted during 2017, 2016
and 2015 are as follows:
Restricted stock units (performance-based)
Restricted stock units (time-based)
2017
2016
2015
$
27.16 $
20.75
43.72 $
35.61
61.51
63.71
During 2017, 2016 and 2015, 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 February 1, 2020, February 2, 2019, and
February 3, 2018, 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 a cumulative EBITDA level
for the performance period, an EBITDA as a percent to sales ratio 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-43
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 3, 2018, the Company had $38 million of unrecognized compensation costs related to nonvested restricted stock units, which is
expected to be recognized over a weighted average period of approximately 2.2 years.
Activity related to restricted stock units for 2017 is as follows:
Nonvested, beginning of period
Granted – performance-based
Performance adjustment
Granted – time-based
Forfeited
Vested
Nonvested, end of period
Other Information
Weighted
Average
Grant Date
Fair Value
49.04
27.16
61.51
20.75
40.14
50.32
30.51
Shares
(thousands)
1,818 $
971
(312)
1,307
(431)
(196)
3,157 $
The Company adopted Accounting Standards Update ("ASU") No. 2016-09, Improvements to Employee Share-Based Payment
Accounting, effective January 29, 2017, on a prospective basis. Upon adoption, the Company began to recognize, all excess tax benefits
and tax deficiencies as income tax benefit or expense, respectively, in its Consolidated Statements of Income. For awards that were
exercised, vested or expired during 2017, approximately $15 million of additional income tax expense associated with net tax deficiencies
was recognized. Additionally, these net tax deficiencies have been classified as an operating activity along with other income tax cash
flows in the Consolidated Statements of Cash Flows.
F-44
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 304.8 million shares of Common Stock outstanding at February 3, 2018, and with 333.6 million shares of Common Stock
issued and 304.1 million shares of Common Stock outstanding at January 28, 2017 (with shares held in the Company’s treasury being
treated as issued, but not outstanding).
The Company retired 8.0 million and 38.0 million shares of Common Stock during 2016 and 2015, respectively. No shares of
Common Stock were retired during 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. During 2015, the Company purchased approximately 34.8 million shares of Common Stock under its
share repurchase program for a total of $2,000 million. As of February 3, 2018, $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-45
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:
Common
Stock
Issued
Deferred
Compensation
Plans
379,606
(1,179)
(60)
(38,000)
341,606
(8,000)
333,606
333,606
69
(1,170)
(87)
161
(1,096)
(119)
269
(946)
Treasury Stock
Other
(thousands)
Total
Common
Stock
Outstanding
(37,853)
4,493
(34,807)
(13)
38,000
(30,180)
1,612
(7,874)
(5)
8,000
(28,447)
590
(38)
(27,895)
(39,032)
4,433
(34,807)
(13)
69
38,000
(31,350)
1,525
(7,874)
(5)
161
8,000
(29,543)
471
(38)
269
(28,841)
340,574
4,433
(34,807)
(13)
69
—
310,256
1,525
(7,874)
(5)
161
—
304,063
471
(38)
269
304,765
Balance at January 31, 2015
Stock issued under stock plans
Stock repurchases
Repurchase program
Other
Deferred compensation plan distributions
Retirement of common stock
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
Accumulated Other Comprehensive Loss
For the Company, the only component of accumulated other comprehensive loss for 2017, 2016 and 2015 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 SG&A expenses 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, a voluntary
separation program, 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-46
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 3, 2018
Fair Value Measurements
January 28, 2017
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
$117 $
25 $
92 $
— $112 $
20 $
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:
Notional
Amount
February 3, 2018
Carrying
Amount
Fair
Value
Notional
Amount
(millions)
January 28, 2017
Carrying
Amount
Fair
Value
Long-term debt
$
5,806 $
5,835 $
5,751 $
6,459 $
6,535 $
6,438
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 2017 and 2016:
February 3, 2018
Fair Value Measurements
January 28, 2017
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
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 $147 $
— $
— $
147
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. During 2016, long-lived assets with a carrying value of $405 million were written down to their
fair value of $147 million, resulting in asset impairment charges of $258 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.
In connection with the May 30, 2016 annual impairment test of goodwill and other intangible assets with indefinite lives, the
Company recognized approximately $7 million of asset impairment charges in relation to indefinite lived
F-47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
tradenames. The fair values of these tradenames 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 and are classified as Level 3
measurements within the hierarchy as defined by applicable accounting standards.
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:
2017
2016
2015
Net
Income
Shares
Net
Income
Shares
Net
Income
Shares
(millions, except per share data)
Net income attributable to Macy's, Inc.
shareholders
and average number of shares
outstanding
$ 1,547
304.5 $
619
307.6 $ 1,072
327.6
Shares to be issued under deferred
compensation
and other plans
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
$ 1,547
0.9
305.4 $
619
308.5 $ 1,072
0.9
$
5.07
$ 2.01
$ 3.26
$ 1,547
1.4
306.8 $
619
310.8 $ 1,072
2.3
$
5.04
$ 1.99
$ 3.22
0.8
328.4
4.6
333.0
In addition to the stock options and restricted stock units reflected in the foregoing table, stock options to purchase 16.6 million shares
of Common Stock and restricted stock units relating to 0.9 million shares of Common Stock were outstanding at February 3, 2018, 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, and stock options to purchase 12.6 million of shares of Common Stock and restricted stock units relating
to 140,000 shares of Common Stock were outstanding at January 30, 2016, but were not included in the computation of diluted earnings per
share attributable to Macy's, Inc. shareholders for 2017, 2016 and 2015, respectively, because their inclusion would have been antidilutive
or they were subject to performance conditions that had not been met.
F-48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
15. Quarterly Results
(unaudited)
Unaudited quarterly results for the last two years were as follows:
$
$
2017:
Net sales
Cost of sales
Gross margin
Selling, general and administrative expenses
Gains on sale of real estate
Restructuring, impairment, store closing and other costs
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
2016:
Net sales
Cost of sales
Gross margin
Selling, general and administrative expenses
Gains on sale of real estate
Impairment, store closing and other costs
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
First
Quarter
Second
Quarter
Third
Quarter
(millions, except per share data)
Fourth
Quarter
5,338 $
(3,306)
2,032
(1,880)
68
—
—
71
.23
.23
5,771 $
(3,516)
2,255
(1,980)
14
—
(13)
116
.37
.37
5,552 $
(3,313)
2,239
(1,977)
43
—
(51)
116
.38
.38
5,866 $
(3,468)
2,398
(2,047)
21
(249)
(6)
11
.03
.03
5,281 $
(3,175)
2,106
(1,995)
65
(33)
(22)
36
.12
.12
5,626 $
(3,386)
2,240
(2,112)
41
—
(62)
17
.05
.05
8,666
(5,358)
3,308
(2,279)
368
(152)
(32)
1,325
4.34
4.31
8,515
(5,251)
3,264
(2,335)
133
(230)
(17)
475
1.56
1.54
Note: Annual results may not equal the sum of the quarterly results for the respective periods due to rounding conventions.
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 its majority-owned
subsidiary 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.”
F-49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Condensed Consolidating Statements of Comprehensive Income for 2017, 2016 and 2015, Consolidating Balance Sheets as of
February 3, 2018 and January 28, 2017, and the related Condensed Consolidating Statements of Cash Flows for 2017, 2016, and 2015 are
presented on the following pages.
F-50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Statement of Comprehensive Income
For 2017
(millions)
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
Parent
$
Net sales
Cost of sales
Gross margin
Selling, general and administrative expenses
Gains on sale of real estate
Restructuring, impairment, store closing and other costs
Settlement charges
Operating income
Interest (expense) income, net:
— $
—
—
—
—
—
—
—
9,441 $
(6,101)
3,340
(3,386)
201
(40)
(35)
80
23,264 $
(16,919)
6,345
(4,745)
343
(146)
(70)
1,727
Consolidated
24,837
(15,152)
9,685
(8,131)
544
(186)
(105)
1,807
(7,868) $
7,868
—
—
—
—
—
—
External
Intercompany
Net premiums 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
Macy's, Inc. shareholders
—
—
—
1,555
1,555
(8)
1,547
—
(313)
(139)
10
767
405
350
755
—
3
139
—
—
1,869
(313)
1,556
11
—
—
—
(2,322)
(2,322)
—
(2,322)
—
1,547 $
1,719 $
755 $
915 $
1,567 $
1,668 $
(2,322) $
(2,594) $
—
—
11
—
(310)
—
10
—
1,507
29
1,536
11
1,547
1,708
11
1,719 $
915 $
1,679 $
(2,594) $
1,719
$
$
$
F-51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Statement of Comprehensive Income
For 2016
(millions)
Net sales
Cost of sales
Gross margin
Selling, general and administrative expenses
Gains on sale of real estate
Impairment, store closing and other costs
Settlement charges
Operating income (loss)
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
Parent
$
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
— $
—
—
(2)
—
—
—
(2)
10,677 $
(6,787)
3,890
(3,834)
95
(295)
(34)
(178)
23,436 $
(17,169)
6,267
(4,638)
114
(184)
(64)
1,495
Consolidated
25,778
(15,621)
10,157
(8,474)
209
(479)
(98)
1,315
(8,335) $
8,335
—
—
—
—
—
—
2
—
619
619
—
619
—
(366)
(200)
255
(489)
281
(208)
—
1
200
—
1,696
(622)
1,074
8
—
—
(874)
(874)
—
(874)
—
$
$
$
619 $
766 $
(208) $
(61) $
1,082 $
1,153 $
(874) $
(1,100) $
—
—
8
—
766 $
(61) $
1,161 $
(1,100) $
(363)
—
—
952
(341)
611
8
619
758
8
766
F-52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Statement of Comprehensive Income
For 2015
(millions)
Net sales
Cost of sales
Gross margin
Selling, general and administrative expenses
Gains on sale of real estate
Impairment, store closing and other costs
Operating income (loss)
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
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
Macy's, Inc. shareholders
Parent
$
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
— $
—
—
(2)
—
—
(2)
11,959 $
(7,670)
4,289
(4,090)
110
(170)
139
24,037 $
(17,743)
6,294
(4,376)
102
(118)
1,902
Consolidated
27,079
(16,496)
10,583
(8,468)
212
(288)
2,039
(8,917) $
8,917
—
—
—
—
—
1
—
1,072
1,071
1
1,072
—
(361)
(230)
421
(31)
120
89
—
(1)
230
—
2,131
(729)
1,402
2
—
—
(1,493)
(1,493)
—
(1,493)
—
1,072 $
1,101 $
89 $
118 $
1,404 $
1,415 $
(1,493) $
(1,535) $
(361)
—
—
1,678
(608)
1,070
2
1,072
1,099
—
—
2
—
2
1,101 $
118 $
1,417 $
(1,535) $
1,101
$
$
$
F-53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Balance Sheet
As of February 3, 2018
(millions)
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
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
Intercompany Payable
Deferred Income Taxes
Other Liabilities
Shareholders’ Equity:
Macy's, Inc.
Noncontrolling Interest
Total Shareholders’ Equity
Total Liabilities and
Shareholders’ Equity
Parent
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
Consolidated
$
$
$
1,109 $
—
—
—
1,109
—
—
—
1
11
884
3,960
5,965 $
— $
—
159
113
272
—
—
—
20
5,673
—
5,673
58 $
85
2,344
103
2,590
3,349
3,315
44
89
—
—
4,061
13,448 $
6 $
653
948
30
1,637
5,844
3,266
541
430
1,730
—
1,730
288 $
278
2,834
345
3,745
3,323
582
444
790
—
2,382
—
11,266 $
16 $
937
2,060
153
3,166
17
—
592
1,212
6,291
(12)
6,279
— $
—
—
—
—
—
—
—
—
(11)
(3,266)
(8,021)
(11,298) $
— $
—
—
—
—
—
(3,266)
(11)
—
(8,021)
—
(8,021)
1,455
363
5,178
448
7,444
6,672
3,897
488
880
—
—
—
19,381
22
1,590
3,167
296
5,075
5,861
—
1,122
1,662
5,673
(12)
5,661
$
5,965 $
13,448 $
11,266 $
(11,298) $
19,381
F-54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Balance Sheet
As of January 28, 2017
(millions)
ASSETS:
Current Assets:
Cash and cash equivalents
Receivables
Merchandise inventories
Prepaid expenses and other current assets
Income taxes
Total Current Assets
Property and Equipment – net
Goodwill
Other Intangible Assets – net
Other Assets
Deferred Income Taxes
Intercompany Receivable
Investment in Subsidiaries
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
Intercompany Payable
Deferred Income Taxes
Other Liabilities
Shareholders’ Equity:
Macy's, Inc.
Noncontrolling Interest
Total Shareholders’ Equity
Total Liabilities and
Shareholders’ Equity
Parent
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
Consolidated
$
$
$
938 $
—
—
—
—
938
—
—
—
—
26
375
3,137
4,476 $
— $
—
16
71
87
—
—
—
66
4,323
—
4,323
81 $
169
2,565
84
—
2,899
3,583
3,315
51
47
—
—
3,540
13,435 $
306 $
590
1,064
16
1,976
6,544
2,989
688
500
738
—
738
278 $
353
2,834
324
—
3,789
3,434
582
447
766
—
2,614
—
11,632 $
3 $
833
2,483
265
3,584
18
—
781
1,311
5,939
(1)
5,938
— $
—
—
—
—
—
—
—
—
—
(26)
(2,989)
(6,677)
(9,692) $
— $
—
—
—
—
—
(2,989)
(26)
—
(6,677)
—
(6,677)
1,297
522
5,399
408
—
7,626
7,017
3,897
498
813
—
—
—
19,851
309
1,423
3,563
352
5,647
6,562
—
1,443
1,877
4,323
(1)
4,322
$
4,476 $
13,435 $
11,632 $
(9,692) $
19,851
F-55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Statement of Cash Flows
For 2017
(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
(Increase) decrease in working capital
Other, net
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
1,547 $
755 $
1,556 $
(2,322) $
1,536
—
—
—
(1,555)
903
—
40
(26)
40
35
(201)
(767)
450
354
344
(261)
146
70
(343)
—
—
637
(188)
(239)
—
—
—
2,322
(1,353)
—
—
—
186
105
(544)
—
—
991
196
(526)
909
749
1,639
(1,353)
1,944
—
—
—
—
(461)
5
—
(427)
145
(118)
(15)
(133)
(953)
—
—
—
412
(98)
(231)
(9)
(240)
—
—
—
(1)
(1,353)
—
1,353
—
13
15
(63)
—
—
—
—
(349)
(24)
(373)
(954)
(461)
5
13
—
(16)
Net cash used by
financing activities
Net increase (decrease) in cash
and cash equivalents
Cash and cash equivalents at
beginning of period
Cash and cash equivalents at
end of period
(738)
(639)
(1,389)
1,353
(1,413)
171
938
(23)
81
10
278
—
—
$
1,109 $
58 $
288 $
— $
158
1,297
1,455
F-56
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)
Impairments, 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
(Increase) decrease in working capital
Other, net
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 and cash equivalents
Cash and cash equivalents at
beginning of period
Cash and cash equivalents at
end of period
Parent
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
Consolidated
$
619 $
—
—
—
(619)
957
—
110
28
(208) $
295
34
(95)
(255)
575
407
(373)
37
1,074 $
184
64
(114)
—
—
651
227
(265)
(874) $
—
—
—
874
(1,532)
—
—
—
611
479
98
(209)
—
—
1,058
(36)
(200)
1,095
417
1,821
(1,532)
1,801
—
—
—
—
(459)
(280)
—
(144)
(15)
(898)
197
741
13
32
45
(750)
—
—
—
254
24
(472)
(10)
91
(252)
20
(232)
(1)
(1,532)
—
6
(110)
49
(1,588)
1
277
—
—
—
—
1,532
—
—
—
—
1,532
—
—
$
938 $
81 $
278 $
— $
F-57
(239)
52
(187)
(751)
(459)
(280)
6
—
58
(1,426)
188
1,109
1,297
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
MACY’S, INC.
Condensed Consolidating Statement of Cash Flows
For 2015
(millions)
Parent
Subsidiary
Issuer
Other
Subsidiaries
Consolidating
Adjustments
Consolidated
Cash flows from operating activities:
Net income
Impairments, store closing and other costs
Gains on sale of real estate
Equity in earnings of subsidiaries
Dividends received from subsidiaries
Depreciation and amortization
(Increase) decrease in working capital
Other, net
$
1,072 $
—
—
(1,072)
1,086
—
25
(8)
89 $
170
(110)
(421)
—
440
(211)
(97)
1,402 $
118
(102)
—
—
621
50
18
(1,493) $
—
—
1,493
(1,086)
—
—
—
1,070
288
(212)
—
—
1,061
(136)
(87)
Net cash provided (used) 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 issued, net of debt repaid
Dividends paid
Common stock acquired, net of
issuance of common stock
Proceeds from noncontrolling interest
Intercompany activity, net
Other, net
Net cash provided (used) by
financing activities
Net increase (decrease) in cash
and cash equivalents
Cash and cash equivalents at
beginning of period
Cash and cash equivalents at
end of period
1,103
(140)
2,107
(1,086)
1,984
—
—
—
—
(456)
(1,838)
—
12
(180)
83
(729)
(266)
(97)
(995)
—
—
—
348
—
—
—
(151)
(1)
(1,086)
—
1,086
—
5
139
—
—
—
—
(909)
(183)
(1,092)
347
(456)
(1,838)
5
—
(87)
12
37
(136)
(2,270)
234
(1,079)
1,086
(2,029)
(1,167)
1,908
(3)
94
33
244
—
—
$
741 $
91 $
277 $
— $
(1,137)
2,246
1,109
F-58
Exhibit 10.9.1
MACY’S, INC.
SENIOR EXECUTIVE SEVERANCE PLAN
(Effective April 1, 2018)
1. Purpose of the Plan
The Macy’s, Inc. Senior Executive Severance Plan (the “Plan”) is adopted by Macy’s, Inc. (the “Company”) to assist
the Company in recruiting and retaining executives and to provide financial assistance and additional protection to those
eligible executives of the Company and its subsidiaries, divisions, or controlled affiliates (individually, a "Participating
Employer," and collectively, the "Participating Employers") whose employment is involuntarily terminated by a
Participating Employer under certain circumstances.
2. Definitions. In addition to the words and phrases defined in other sections of the Plan, the following words and
phrases shall be defined as follows for purposes of the Plan.
“Board” means the Board of Directors of the Company.
“Cause,” as it relates to the termination of a Participant’s employment, means a Participant’s:
(i) Intentional act of fraud, embezzlement, theft or any other material violation of law in connection with the
Participant’s duties or in the course of his employment with a Participating Employer;
(ii) Intentional wrongful damage to material assets of a Participating Employer;
(iii) Intentional wrongful disclosure of material confidential information of a Participating Employer;
(iv) Intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty
of loyalty;
(v) Intentional breach of any stated material employment policy of a Participating Employer;
(vi) Intentional neglect of duties and responsibilities; or
(vii) Breach of the Restrictive Covenant Agreement referred to in Section 4 of the Plan.
No act, or failure to act, on the part of a Participant shall be deemed "intentional" if it was due primarily to an error in
judgment or negligence but shall be deemed “intentional" only if done, or omitted to be done, by the Participant in bad
faith or without reasonable belief that his or her action or omission was in or not opposed to the best interest of the
Participating Employer. Failure to meet performance standards or objectives of a Participating Employer shall not, in
and of itself, constitute Cause for purposes hereof.
“Effective Date” means the effective date of the Plan set forth in Section 12.
“Senior Executive” means an employee of the Company who is identified (by name or title) for participation in the
Plan in an attached addendum.
“Participant” means a Senior Executive who is eligible for participation in the Plan and executes a Restrictive
Covenant Agreement as described in Section 4, below and who has not ceased to be eligible for participation pursuant
to Section 4.
“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, including
1
proposed, temporary or final regulations or any other guidance, promulgated with respect to such Section by the
Secretary of the Treasury or the Internal Revenue Service.
3. Administration of the Plan
(a)
The Plan shall be administered by the Company. The Company, as plan administrator (the “Plan
Administrator”), shall have the sole and absolute discretion to interpret where necessary all provisions of the
Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue
arising under the Plan, to determine the rights and status under the Plan of Participants or other persons, to
resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations
with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the
purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted
the authority (i) to determine whether a particular employee is a Participant, and (ii) to determine if a person is
entitled to benefits hereunder and, if so, the amount and duration of such benefits. The Plan Administrator’s
determination of the rights of any person hereunder shall be final and binding on all persons, subject only to the
claims procedure of the Plan.
(b)
The Plan Administrator may delegate any of its administrative duties, including, without limitation,
duties with respect to the processing, review, investigation, approval and payment of benefits, to a named
administrator or administrators.
4. Participation.
On or after the Effective Date, each Senior Executive shall be eligible to become a Participant in the Plan.
In order to become a Participant, a Senior Executive who has become eligible for the Plan must execute a
noncompetition, nonsolicitation and trade secrets and confidential information agreement in the form provided by the
Company (the “Restrictive Covenant Agreement”). An Executive who timely executes a Restrictive Covenant
Agreement will become a Participant as of the date of the Senior Executive's execution of the Restrictive Covenant
Agreement.
If a Participant ceases to be a Senior Executive, the Participant will no longer be eligible to participate in the Plan. Such
Participant’s participation in the Plan and eligibility for benefits hereunder shall end on the date that is the first
anniversary of the effective date of the Participant’s change in status.
Under no circumstances may a Participant receive severance benefits under more than one severance plan of the
Participating Employers. Unless otherwise provided in the applicable plan, a Participant who is eligible for benefits
under more than one plan shall receive benefits under the plan which provides the highest level of benefits. For
purposes of this provision, a severance plan is a plan designed primarily to provide benefits payable in cash upon an
employee’s involuntary termination from employment and not a plan that provides either ancillary benefits upon
involuntary termination (such as accelerated vesting under an equity program) or retirement benefits.
5. Involuntary Termination
A Participant shall be entitled to the severance benefits described in Section 6 if (a) the Participant’s employment with
the Participating Employers is involuntarily terminated without Cause by a Participating Employer and (b) no later than
70 days after the Participant’s termination of employment, the Participant
2
shall have signed a written release of claims (in the form provided by the Company not later than five days after the
Participant’s termination of employment) (a “Release”) and such Release shall have become irrevocable. For sake of
clarity, in no event shall a Participant be entitled to the severance benefits described in Section 6 upon the occurrence
of one or more of the following events:
(i)
(ii)
(iii)
(iv)
(v)
The Participant’s voluntary resignation or
retirement;
The Participant’s death prior to the effective date of the Participant’s termination from employment;
The Participant becoming permanently disabled within the meaning of the long-term disability plan of
the Company or any other Participating Employer in effect for, or applicable to, the Participant
immediately prior to the effective date of the Participant’s termination from employment (whether or not
the Participant actually enrolled in such long-term disability plan);
The Participant’s termination in connection with the sale or other disposition of a business of the
Company where the Executive continues working for the acquiring entity; or
The Participant's termination of employment for Cause.
6. Benefits upon Involuntary Termination
The amount of the severance benefit payable under this Section 6 is set forth in the applicable addendum.
In addition to the benefit set forth in the addendum, if the Participant is eligible for and timely elects COBRA health
care continuation coverage, the Company will pay the entire premium (both the employer and employee portions and
any administrative fee applicable to COBRA recipients) for a twelve (12) month period. This Company-paid twelve
(12) month period shall count towards the maximum period of COBRA health care continuation coverage. This subsidy
will apply only if the Participant timely elects such coverage, completes and submits the applicable paperwork timely,
and remains eligible for this coverage during the applicable period. An employee who qualifies for retirement may be
eligible for applicable retiree benefits.
The Participant will be provided with the applicable level of professional outplacement services as set forth in the
attached addendum.
The severance benefit will not be provided to a Participant who is otherwise entitled to benefits under this Section 6 if
the Participant is offered a substantially equivalent position by, or accepts any position with, a Macy’s, Inc. division,
subsidiary, facility, or related or affiliated entity prior to the employee’s receipt of severance benefits hereunder. For
purposes of this provision, a newly offered position is considered substantially equivalent to the employee’s former
position if the work site of the new position is within twenty-five (25) miles, one way, of the work site of the former
position, the new position does not require a reclassification from full-time to part-time status, and the annual base
salary for the new and former positions are substantially comparable.
If a Participant who is entitled to benefits under this Section 6 dies following his or her termination from employment,
but prior to receipt of the severance payment provided in this Section 6, payment shall be made to the Participant’s
estate, provided, however, if the Participant dies before having signed the Release, payment shall be made to the
Participant's estate if and only if, no later than 70 days after the Participant’s termination of employment, the estate
representative shall have signed the Release and such Release shall have become irrevocable.
3
7. Form and Timing of Payment
Severance benefits payable under Section 6 and any corresponding payment to the Participant’s estates under Section 6
shall be paid in a single lump sum payment, less applicable withholding, in cash no later than the later of (i) the
Participant’s termination of employment, or (ii) 5 days following the date on which the Release becomes irrevocable.
Severance payments made to Participants under the Plan shall not be considered compensation for purposes of the
Company’s qualified or nonqualified retirement plans or its group health and welfare benefit plans.
If a Participant becomes reemployed with a Participating Employer within 60 days (including day 60) of the date of the
Participant's termination from employment and after payment by the Company of severance benefits under this Plan,
the Participant will be entitled to retain a pro rata portion of the severance benefits based on the time period for which
the Participant was not employed by a Participating Company as a percentage of 730 days, but must repay the
Company the balance of the severance pay.
8. Claims and Appeal Procedure
A Participant will be paid as provided in Section 7. No claim for benefits is necessary. If a Participant believes that
he/she is due benefits that are not paid, he/she may file a claim with the Plan Administrator for those benefits. If any
benefits are denied, either in whole or in part, the Plan Administrator will give the employee notice of the specific
reason or reasons for the denial, along with reference to the pertinent plan provisions on which the denial is based. The
Plan Administrator will also indicate what additional material or information, if any, is required to perfect the claim.
The Plan Administrator will generally provide notice of any decision denying the claim within 90 days after the claim
is filed. If special circumstances require an extension of time to act on the claim, another 90 days will be allowed. If
such an extension is required, the Plan Administrator will notify the employee before the end of the initial 90 day
period.
If a Participant desires to appeal a claim denial because there is disagreement about the reason the claim is denied, the
Participant must notify the Plan Administrator in writing within 60 days after the date the claim denial was sent to the
Participant. A request for a review of the claim and for examination of any pertinent documents may be made by the
Participant or by anyone authorized to act on the Participant’s behalf. The Participant or his/her representative should
submit the reasons that he/she believes the claim should not have been denied, as well as any data, questions, or
appropriate comments, in writing.
The Plan Administrator will notify the employee of the final decision within sixty (60) days after receipt of a written
request for review unless special circumstances require an extension of time for processing, in which case a further 60
days will be allowed.
Any claim for benefits, or appeal of the denial of a claim for benefits, shall be filed with:
Senior Human Resources Executive
Macy’s, Inc.
7 West Seventh Street
Cincinnati, OH 45202
with a copy to:
Chief Legal Officer
4
Macy’s, Inc.
7 West Seventh Street
Cincinnati, OH 45202
9. Miscellaneous Provisions
(a) A Participant's rights and interests under the Plan may not be assigned or transferred.
(b) The Plan Administrator shall promulgate any rules and regulations it deems necessary in order to carry out
the purposes of the Plan or to interpret the provisions of the Plan. The rules, regulations and interpretations made by the
Plan Administrator shall, subject only to the claims procedure of the Plan, be final and binding on all persons.
(c) The Participating Employer may withhold from any amounts payable under this Plan all federal, state, city,
or other taxes that the Participating Employer is required to withhold pursuant to any law or government regulation or
ruling.
10. Amendments and Termination
The Company reserves the right at any time and from time to time, in its sole discretion, to modify, amend or terminate
this Plan. No amendment of termination may be made or effected if it would cause the Plan to fail to comply with
Section 409A.
Any amendment that has the effect of reducing the benefit to which a Participant would be entitled under Section 6
upon an involuntary termination, and any termination of the Plan, shall not become effective until 12 months following
the date on which the Company adopts such amendment or termination. At the end of such 12 months, the Restrictive
Covenant Agreement signed by the Executive pursuant to Section 4 prior to such amendment shall be void. An
Executive who remains eligible for benefits under the Plan, as amended, must execute a new Restrictive Covenant
Agreement and otherwise satisfy the requirements for participation described in Section 4, prior to becoming eligible
for severance benefits under the amended plan.
11. Governing Law; Plan Interpretation
The interpretation, performance, and enforcement of this Plan shall be governed by the laws of the State of Ohio,
without giving effect to the principles of conflict of laws thereof. To the extent applicable, it is intended that the
compensation arrangements under this Plan be in full compliance with Section 409A. This Plan shall be construed in a
manner to give effect to such intention.
12. Effective Date of the Plan
The Plan shall be effective as of April 1, 2018.
5
JEFF GENNETTE ADDENDUM
TO MACY’S, INC. SENIOR
EXECUTIVE SEVERANCE PLAN
Notwithstanding the previous provisions of this Plan, the following shall apply to a Jeff Gennette (the “Participant”),
who has the title of Chief Executive Officer:
The severance benefit referred to in Section 6 is equal to thirty six (36) times the Participant’s monthly base salary rate
in effect at the time of the Participant’s termination of employment.
The outplacement assistance described in Section 6 will be available for up to six (6) months from a national
outplacement firm.
If the Company fails to name the Participant as Chief Executive Officer of the Company, the Participant may terminate
employment with the Participating Employer within twelve months following the date of such failure (but after the
correction period described below) and become entitled to benefits provided by Section 6 if the Participant provides
notice to the Company (in a manner consistent with a claim for benefits as provided for in Section 9) within 90 days
following such failure and the Company fails to make correction within 30 days following notice and prior to the
Participant’s termination.
All other provisions of the Plan shall apply to the Chief Executive Officer in the same manner as all other Participants.
6
ADDENDUM
Senior Executive Reporting to Chairman/CEO or President
This addendum applies to any Senior Executive eligible under this Plan, who (i) reports directly to the Chairman/CEO
or the President, and (ii) whose compensation is reviewed by the CMD Committee on a regular basis:
The severance benefit referred to in Section 6 is equal to twenty four (24) times the Participant’s monthly base salary
rate in effect at the time of the Participant’s termination of employment.
The outplacement assistance described in Section 6 will be available for up to three (3) months from a national
outplacement firm.
7
Exhibit 10.10.5
2018 Stock Option
Terms and Conditions
Amended and Restated 2009 Omnibus Incentive Compensation Plan
1. Grant of Stock Option. Macy’s, Inc. (the “Company”) has granted to Optionee a stock option (the “Option”) to
purchase shares of Common Stock (the “Optioned Shares”), subject to the terms, conditions, and restrictions set forth herein and
in the Macy’s, Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “Plan”). The number of Optioned
Shares and the price at which the Optioned Shares may be purchased (the “Option Price”) are shown on the Stock Option Award
Letter (the “Award Letter”) to which these Terms and Conditions expressly apply. These Terms and Conditions and the Award
Letter together constitute an Evidence of Award, as defined in the Plan. The Option is a nonqualified stock option and shall not
be treated as an “incentive stock option” within the meaning of Section 422 of the Code.
2. Term of Option. The term of the Option (the “Term”) shall commence on the grant date shown on the Award Letter
(the “Date of Grant”) and, unless earlier terminated in accordance with Section 6 hereof, shall expire at the close of business on
the date which is ten (10) years from the Date of Grant.
3. Right to Exercise. Subject to expiration or earlier termination of the Option, the Optioned Shares shall vest and
become exercisable in accordance with the vesting schedule detailed in the Award Letter.
4. Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised, in whole or in part, by
written notice to the Company stating the number of Optioned Shares being exercised and the manner of payment. Optionee
shall comply with all regulatory requirements applicable to the issuance of Common Shares and shall execute any documents the
Company deems necessary or advisable.
(a) Payment of the purchase price for the Optioned Shares being exercised shall be tendered in full with the notice in
cash, check or other cash equivalent acceptable to the Company. As soon as practicable, but no later than 30 days after receipt of
notice of exercise, the Company shall direct issuance of the Optioned Shares purchased.
(b) Optionee may pay the purchase price by making arrangements satisfactory to the Company with a broker that is
a member of the Financial Industry Regulatory Authority, Inc. to sell a sufficient number of Optioned Shares being purchased so
that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, plus interest at the
“applicable Federal rate” within the meaning of Section 1274 of the Code, for the period from the date of exercise to the date of
payment, and pursuant to which the broker undertakes to deliver to the Company the Option Price, plus such interest, not later
than the settlement date of the sale transaction (this payment mechanism is referred to as the “Cashless Exercise Program”).
(c) If there is no Cashless Exercise Program in effect at the time the Company receives notice of exercise, Optionee
may also tender the Option Price by (i) the actual or constructive transfer to the Company of nonforfeitable, non-restricted
Common Shares that have been owned by Optionee for
1
more than six months prior to the date of exercise, valued at their Market Value per Share or (ii) any combination of the
foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common
Shares.
5. Termination of Option. Except as provided in Section 6 below, the Option shall terminate automatically and
without further notice at the end of the Term. Optioned Shares not exercised prior to the end of the Term shall be immediately
forfeited and may no longer be exercised.
6. Vesting and Exercisability Following Certain Events. Optionee (or his or her guardian, legal representative,
estate or beneficiary, as applicable) shall have the right to exercise the Option following the occurrence of the following events:
(a) General. Except as otherwise provided in this Section 6, in the event Optionee’s employment with the Company
is terminated for any reason, all unvested Optioned Shares shall be immediately forfeited, and all vested Optioned Shares shall
remain exercisable through the earlier of 90 days following the effective date of termination of employment or expiration of the
Term.
(b) Termination of Employment Without Cause. Except as otherwise provided in Sections 6(d) through 6(j) below,
or as provided on a case-by-case basis by the Board, unvested Optioned Shares shall continue to vest and become exercisable in
accordance with their terms to the same extent that such unvested Optioned Shares would have vested had Optionee remained in
continuous employment with the Company for one year following Optionee’s termination of employment, if (i) as of the Date of
Grant, Optionee is a participant in the Company’s Senior Executive Severance Plan, (ii) Optionee’s employment with the
Company is terminated without Cause (as defined in Section 21) other than as described in Section 6(k) (an “Involuntary
Termination”), and (iii) Optionee complies with the provisions of Section 6(i) below. Those Optioned Shares and any other
vested but unexercised Optioned Shares shall be exercisable through the earlier of two years following the effective date of
termination of employment or expiration of the Term. Notwithstanding the foregoing, if, as of the effective date of such
termination of employment, Optionee is (i) between the ages of 55 and 61 and has at least ten years of vesting service or (ii) age
62 or over and has at least five years of vesting service, the provisions of Sections 6(h) and 6(i) governing exercisability and/or
forfeiture of vested but unexercised Optioned Shares following retirement shall apply.
(c) Termination of Employment for Cause. In the event Optionee’s employment with the Company is terminated for
Cause, all Optioned Shares (vested or unvested) shall immediately be forfeited as of the effective date of termination.
(d) Death During Active Employment of Optionee Under Age 55, or Age 55-61 With Less Than 10 Years of
Vesting Service or Age 62+ With Less than 5 Years of Vesting Service. If Optionee is under age 55, age 55 to 61 with less than
ten years of vesting service or age 62 and over with less than five years of vesting service, and dies while employed by the
Company, all unvested Optioned Shares shall vest and become immediately exercisable in full. Those Optioned Shares and any
other vested but unexercised Optioned Shares shall continue to be exercisable through the earlier of three years after Optionee’s
death or expiration of the Term.
(e) Death During Active Employment of Optionee Age 55-61 With at Least 10 Years of Vesting Service. If
Optionee is age 55 to 61 with at least ten years of vesting service and dies while employed by the Company, all unvested
Optioned Shares shall vest and become immediately exercisable in full. Those Optioned Shares shall continue to be exercisable
through the earlier of three years after
2
Optionee’s death or expiration of the Term. Any vested but unexercised Optioned Shares as of the date of death shall continue to
be exercisable through expiration of the Term.
(f) Death During Active Employment of Optionee Age 62 + With at Least 5 Years of Vesting Service. If Optionee
is age 62 or over with at least five years of vesting service and dies while employed by the Company, all unvested Optioned
Shares shall vest and become immediately exercisable in full. Those Optioned Shares and any vested but unexercised Optioned
Shares as of the date of death shall continue to be exercisable through expiration of the Term.
(g) Death Within 90 Days Following Termination of Employment of Optionee Under Age 55, or Age 55-61 With
Less Than 10 Years of Vesting Service or Age 62+ With Less than 5 Years of Vesting Service. If Optionee is under age 55, age
55 to 61 with less than ten years of vesting service or age 62 and over with less than five years of vesting service, and dies within
90 days after termination of employment, all vested but unexercised Optioned Shares as of the date of death shall continue to be
exercisable through the earlier of 90 days after the date of Optionee’s death or the expiration of the Term; provided, however,
that if Optionee’s death occurs within one year of the Date of Grant, the Option shall terminate upon the date of death.
(h) Retirement. If Optionee retires under a Company sponsored IRS qualified retirement plan:
(i)
At age 55 through 61 with at least ten years of vesting service,
then
(1) any vested but unexercised Optioned Shares as of the effective date of retirement shall continue to be
exercisable through expiration of the Term; and
(2) any Optioned Shares that were not vested as of the effective date of retirement shall be forfeited;
and
(ii)
At age 62 or over with at least five years of vesting service,
then
(1) any vested but unexercised Optioned Shares as of the effective date of retirement shall continue to be
exercisable through expiration of the Term; and
(2) any Optioned Shares granted at least six months prior to the effective date of retirement that were not
vested as of the effective date of retirement shall continue to vest in accordance with
the vesting schedule detailed in the Award Letter, and shall be exercisable through
expiration of the Term; and
(3) Any Optioned Shares granted less than six months prior to the effective date of retirement that were
not vested as of the effective date of retirement shall be forfeited.
The provisions of this Section 6(h) shall continue to apply if Optionee dies following retirement.
(i) Violation of Restrictive Covenants. Notwithstanding the provisions of Section 6(b) and 6(h) above, all Optioned
Shares (vested and unvested) shall be forfeited immediately and may no longer be exercised upon the occurrence of any of the
following events:
3
(i) Following voluntary retirement or Involuntary Termination and prior to the later of (a) expiration of
the Term or (b) two years following retirement or one year following Involuntary Termination, as applicable, Optionee
renders personal services to a Competing Business (as defined in Section 21) in any manner, including, without limitation,
as employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director, manager, owner,
financer, joint venturer or otherwise; or
(ii) Following voluntary or involuntary retirement or Involuntary Termination and prior to the later of (a)
expiration of the Term or (b) two years following retirement or Involuntary Termination, Optionee directly or indirectly
solicits or otherwise entices any of the Company’s employees to resign from their employment with the Company,
whether individually or as a group; or
(iii) At any time following voluntary or involuntary retirement or Involuntary Termination, Optionee
discloses or provides to any third party, or uses, modifies, copies or adapts any of the Company’s Confidential
Information (as defined in Section 21).
An involuntary retirement occurs when the employment of an Optionee who satisfies the age and years of service criteria
described in Section 6(h) above is terminated by the Company without Cause or is terminated by Optionee with Good Reason (as
defined in Section 21) within the 24-month period following a Change in Control (as defined in the Plan). If there are no
Optioned Shares outstanding at the time a restrictive covenant is violated, the Company may pursue other legal remedies.
(j) Disability. If Optionee becomes permanently and totally disabled while an active employee of the Company, all
unvested Optioned Shares shall vest and become immediately exercisable in full. Those Optioned Shares and any other vested
but unexercised Optioned Shares shall continue to be exercisable through the expiration of the Term.
(k) Termination Following a Change in Control. If, within the 24-month period following a Change in Control,
Optionee’s employment is terminated by the Company without Cause or if Optionee voluntarily terminates employment with
Good Reason and is a participant in the Company’s Change in Control Plan, then all unvested Optioned Shares shall vest and
become immediately exercisable in full. Those Optioned Shares and any other vested but unexercised Optioned Shares shall
continue to be exercisable through the earlier of 90 days following termination of employment or expiration of the Term;
provided, however, that if as of the effective date of such termination, Optionee is (i) between the ages of 55 and 61 and has at
least ten years of vesting service or (ii) age 62 or over and has at least five years of vesting service, the provisions of Sections
6(h) and 6(i) governing exercisability and/or forfeiture of vested but unexercised Optioned Shares following retirement shall
apply.
The continuous employment of Optionee with the Company shall not be deemed to have been interrupted by reason of the
transfer of Optionee’s employment among the Company, its subsidiaries, divisions and affiliates or a leave of absence approved
by the Company.
7. Clawback. Any incentive-based compensation received by Optionee from the Company hereunder or otherwise
(including any proceeds realized from any exercise of an Option and/or sale of the Optioned Shares) shall be subject to recovery
by the Company in the circumstances and manner provided in any Incentive-Based Compensation Recovery Policy that may be
adopted or implemented by the Company and in effect from time to time on or after the date hereof, and Optionee shall
effectuate any such recovery at such time and in such manner as the Company may specify. For purposes of these Terms
4
and Conditions, the term “Incentive-Based Compensation Recovery Policy” means any policy of the type contemplated by
Section 10D of the Securities Exchange Act of 1934, any rules or regulations of the Securities and Exchange Commission
adopted pursuant thereto, or any related rules or listing standards of any national securities exchange or national securities
association applicable to the Company.
8. No Employment Contract. Nothing contained in the Award Letter or these Terms and Conditions shall confer
upon Optionee any right with respect to continued employment by the Company, or limit or affect the right of the Company to
terminate the employment or adjust the compensation of Optionee.
9. Taxes and Withholding. If the Company is required to withhold any federal, state, local or foreign tax in
connection with the exercise of the Option, and the amounts available to the Company for such withholding are insufficient, it
shall be a condition to such exercise that Optionee pay or make provisions satisfactory to the Company for payment of the tax.
Unless Optionee makes alternative arrangements satisfactory to the Company prior to exercise of the Option, Optionee will
satisfy the minimum statutory tax withholding obligations by providing for the sale of enough shares to generate proceeds that
will satisfy the withholding obligation or surrendering to the Company a portion of the shares of Common Stock that are issued
to Optionee following exercise of the Option for credit against the withholding obligation at the Market Value per Share of such
shares on the exercise date. In accordance with Section 16 of the Plan, in no event will the fair market value of the shares of
Common Stock to be withheld or delivered pursuant to this Section 9 to satisfy applicable withholding taxes exceed the amount
of taxes required to be withheld based on the maximum statutory tax rates in the applicable taxing jurisdiction.
10. Limitations on Transfer of Option.
(a) The Option may not be transferred or assigned by Optionee other than (i) upon death, by will or the laws of
descent and distribution, (ii) pursuant to a qualified domestic relations order or (iii) to a fully revocable trust to which Optionee is
treated as the owner for federal income tax purposes. The Option may be exercised, during the lifetime of Optionee, only by
Optionee, or in the event of his or her legal incapacity, by his or her guardian or legal representative acting on behalf of Optionee
in a fiduciary capacity under state law and court supervision.
(b) If Optionee is eligible to earn Long-Term Incentive Awards under the Macy’s, Inc. Senior Executive
Compensation Plan (or any successor plan) or is a Non-Employee Director, the Option or any interest therein may be transferred
by Optionee, without payment of consideration therefor by the transferee, to any one or more members of the immediate family
of Optionee (as defined in Rule 16a-1(e) under the Securities Exchange Act of 1934), or to one or more trusts established solely
for the benefit of one or more members of the immediate family of Optionee or to one or more partnerships in which the only
partners are members of the immediate family of Optionee. No transfer under this Section 10(b) will be effective until notice of
transfer is delivered to the Company describing the terms and conditions of the proposed transfer, and the Company determines
that the proposed transfer complies with the terms of the Plan, these Terms and Conditions and any terms and conditions made
applicable to the transfer by the Company or Board at the time of the proposed transfer. Any transferee under this Section 10(b)
shall be subject to the same terms and conditions hereunder as would apply to Optionee. Any purported transfer that does not
comply with the requirements of this Section 10(b) shall be void and unenforceable against the Company, and the purported
transferee shall obtain no rights to or interest in the Option.
5
(c) Notwithstanding anything to the contrary contained in any agreement, award letter and/or terms and conditions
applicable to a previous grant of stock options by the Company to Optionee, all such stock options previously granted to
Optionee shall be transferable consistent with the terms and conditions applicable to the transfer of the Option as contained
herein.
11. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state
securities laws; provided, however, the Option shall not be exercisable if the exercise thereof would result in a violation of any
such law.
12. Adjustments. The Option is subject to adjustment to prevent dilution or enlargement of the rights of Optionee that
would otherwise result from changes in the capital structure of the Company or from certain corporate events as provided in
Section 14 of the Plan.
13. Availability of Common Shares. The Company shall at all times until the expiration of the Option reserve and
keep available, either in treasury or out of authorized but unissued Common Shares, the full number of Optioned Shares
deliverable upon the exercise of this Option.
14. Relation to Other Benefits. Any economic or other benefit to Optionee under the Award Letter or these Terms
and Conditions shall not be taken into account in determining any benefits to which Optionee may be entitled under any profit-
sharing, retirement or other benefit or compensation plan maintained by the Company.
15. Amendments. Any amendment to the Plan shall be deemed to be an amendment to these Terms and Conditions to
the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of
Optionee under the Award Letter or these Terms and Conditions without Optionee’s consent.
16. Severability. In the event that any provisions of these Terms and Conditions shall be invalidated for any reason by
a court of competent jurisdiction, the invalidated provision shall be deemed to be separable from the other provisions hereof, and
the remaining provisions hereof shall continue to be valid and fully enforceable.
17. Relation to Plan.
(a) General. These Terms and Conditions are subject to the terms and conditions of the Plan. In the event of any
inconsistent provisions between these Terms and Conditions and the Plan, the Plan shall govern. Capitalized terms used herein
without definition shall have the meanings assigned to them in the Plan. All references in these Terms and Conditions to the
Company shall include, unless the context in which it is used suggests otherwise, its subsidiaries, divisions and affiliates.
(b) Compliance with Section 409A of the Code. The Company and Optionee acknowledge that, to the extent
applicable, it is intended that the option covered by these Terms and Conditions comply with the provisions of Section 409A of
the Code, and the option shall be administered in a manner consistent with this intent. Any amendments made to comply with
Section 409A of the Code may be retroactive to the extent permitted by Section 409A of the Code and may be made by the
Company without the consent of Optionee. Any reference herein to Section 409A of the Code will also include any proposed,
temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the
Treasury or the Internal Revenue Service.
6
18. Successors and Assigns. The provisions of the Award Letter and these Terms and Conditions shall inure to the
benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and permitted assigns of Optionee,
and the successors and assigns of the Company.
19. Governing Law. The interpretation, performance, and enforcement of the Award Letter and these Terms and
Conditions shall be governed by the laws of the State of Delaware, without giving effect to its principles of conflict of laws.
20. Notices. Any notice to the Company provided for herein shall be in writing, marked to the attention of the
Corporate Controller at 7 West Seventh Street, Cincinnati, Ohio 45202 and any notice to Optionee shall be addressed to
Optionee at his or her address currently on file with the Company. Any written notice shall be deemed to be duly given if and
when delivered personally or deposited in the United States mail, first class registered mail, postage prepaid. Any party may
change the address to which notices are to be given hereunder by written notice to the other party as herein specified (provided
that for this purpose any mailed notice shall be deemed given on the third business day following deposit in the United States
mail).
21. Definitions.
(a) “Cause” shall mean Optionee shall have committed prior to termination of employment any of the following
acts:
with Optionee’s duties or in the course of Optionee’s employment;
(i) An intentional act of fraud, embezzlement, theft, or any other material violation of law in connection
(ii) Intentional wrongful damage to material assets of the Company;
(iii) Intentional wrongful disclosure of material confidential information of the Company;
of the duty of loyalty;
(iv) Intentional wrongful engagement in any competitive activity that would constitute a material breach
(v) Intentional breach of any stated material employment policy of the Company; or
(vi) Intentional neglect by Optionee of Optionee’s duties and responsibilities.
(b) “Competing Business” shall mean:
consolidated, or otherwise combined, and the subsidiaries, affiliates and successors of each such company:
(i) Any of the following named companies, or any other business into which such company is merged,
Amazon
Burlington Coat Factory
Dillard’s
Hudson’s Bay
J.C. Penney
Kohl’s
Nordstrom
Ross Stores
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Sears
Target
TJX
Walmart
or
(ii) Any business or enterprise engaged in the business of retail sales that (1) had annual revenues for its
most recently completed fiscal year of at least $4.0 billion; and (2) both (i) offers a category or categories of merchandise
(e.g., Fine Jewelry, Cosmetics, Kids, Big Ticket, Housewares, Men’s, Dresses), any of which are offered by the Company
(and its subsidiaries, divisions or controlled affiliates), and (ii) the revenue derived by such other retailer during such
retailer’s most recently ended fiscal year from such category or categories of merchandise represent(s), in the aggregate,
more than 50% of the Company’s (and its subsidiaries, divisions or controlled affiliates) total revenues for the most
recently completed fiscal year derived from the same category or categories of merchandise.
(c) “Confidential Information” shall mean any data or information that is material to the Company and not
generally known to the public, including, without limitation: (i) price, cost and sales data; (ii) the identities and locations of
vendors and consultants furnishing materials and services to the Company and the terms of vendor or consultant contracts or
arrangements; (iii) lists and other information regarding customers and suppliers; (iv) financial information that has not been
released to the public; (v) future business plans, marketing or licensing strategies, and advertising campaigns; or (vi) information
about the Company’s employees and executives, as well as the Company’s talent strategies including but not limited to
compensation, retention and recruiting initiatives.
(d) “Good Reason” shall mean:
(i) A material diminution in Optionee’s base compensation;
(ii) A material diminution in Optionee’s authority, duties or responsibilities;
services; or
(iii) A material change in the geographic location at which Optionee must perform the Optionee’s
(iv) Any other action or inaction that constitutes a material breach by the Company of an agreement
under which Optionee provides services.
22. Data Privacy. Optionee hereby explicitly accepts the Option and unambiguously consents to the collection, use
and transfer, in electronic or other form, of personal data as described in the Award Letter and/or these Terms and Conditions by
and among the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and
managing Optionee’s participation in the Plan.
(a) Optionee understands that the Company holds certain personal information about Optionee, including, but not
limited to, Optionee’s name, home address and telephone number, date of birth, social security number or other identification
number, salary, nationality, job title, Common Shares held, details of all Options or any other entitlement to Common Shares
awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor, for the purpose of implementing,
administering and managing the Plan (the “Data”).
8
(b) Optionee understands that the Data may be transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located in the United States or elsewhere, and that the
recipient’s country may have different data privacy laws and protections than the United States. Optionee understands that
Optionee may request a list with the names and addresses of any potential recipients of the Data by contacting Optionee’s local
human resources representative.
(c) Optionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing Optionee’s participation in the Plan, including any
requisite transfer of such Data as may be required to a broker or other third party with whom Optionee may elect to deposit any
Common Shares acquired.
(d) Optionee understands that Data will be held only as long as is necessary to implement, administer and manage
Optionee’s participation in the Plan.
(e) Optionee understands that Optionee may, at any time, view the Data, request additional information about the
storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in
any case without cost, by contacting in writing Optionee’s local human resources representative.
(f) Optionee understands, however, that refusing or withdrawing Optionee’s consent may affect Optionee’s ability
to participate in the Plan.
23. Acceptance of Award. By accepting this award, Optionee agrees that during the term of Optionee’s employment
with the Company and for the twelve (12) month period (24 month period for Chairman and CEO) beginning on the date that the
Optionee’s employment with the Company ceases for any reason, Optionee shall not act in any capacity (whether as an
employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director, manager, owner, financier,
joint venturer, or otherwise), for any of the following companies, or any business into which such company is merged,
consolidated, or otherwise combined: Amazon, Burlington Coat Factory, Dillard’s, Hudson’s Bay, J.C. Penney, Kohl’s,
Nordstrom, Ross Stores, Sears, Target. TJX and Walmart or a Restricted Business. A “Restricted Business” means any
business or enterprise engaged in the business of retail sales that had annual revenues for its most recently completed fiscal year
of at least $4 billion; and both (i) offers a category or categories of merchandise (e.g., Fine Jewelry, Cosmetics, Kids, Big
Ticket, Housewares, Men’s, Dresses), any of which are offered in stores, online or through an alternate channel directly by the
Company, and (ii) revenue derived by such other retailer during such retailer’s most recently ended fiscal year from such
category or categories of merchandise represent(s), in the aggregate, more than 50% of the Company’s total revenues for the
most recently completed fiscal year derived from the same category or categories of merchandise.
9
2018-2020 Performance-Based Restricted Stock Units
Terms and Conditions
Amended and Restated 2009 Omnibus Incentive Compensation Plan
Exhibit 10.12.2
1. Grant of Performance-Based Restricted Stock Units. Macy’s, Inc. (the “Company”) has granted to Grantee as of
the grant date (“Date of Grant”) that “Target” number Performance-Based Restricted Stock Units (“Performance Units”) as
shown on the Performance-Based Restricted Stock Unit Award Letter (“Award Letter”) to which these Terms and Conditions
apply, subject to the terms, conditions and restrictions set forth herein and in the Macy’s, Inc. Amended and Restated 2009
Omnibus Incentive Compensation Plan (the “Plan”). These Terms and Conditions and the Award Letter together constitute an
Evidence of Award, as defined in the Plan. Subject to Section 14 of the Plan, each Performance Unit represents the right to
receive one share of common stock of the Company (“Common Stock”).
2. Performance Period. The Performance Period shall commence on February 4, 2018 (the “Commencement Date”)
and, except as otherwise provided in these Terms and Conditions, will expire in full on January 30, 2021 (the “Performance
Period”). For the sake of clarity, if a Change in Control occurs, the Performance Period will end on the date of a Change in
Control and the Performance Units will convert to time-based restricted stock units in accordance with Section 4(c) below.
3. Normal Vesting of Performance Units.
(a) The actual number of Performance Units that may be earned and become nonforfeitable is based on achieving
the targeted level of the Company’s average Comparable Sales Growth (“Comparable Sales Growth”), average Return on
Invested Capital (“ROIC”) and relative Total Shareholder Return (“TSR”) goals for the Performance Period (the “Performance
Goals”), weighted 33.3%, 33.3% and 33.4% respectively, as set forth in the following schedules.
COMPARABLE SALES GROWTH SCHEDULE
Performance Level*
Outstanding
Target
Threshold
Below Threshold
Comparable Sales Growth (33.3%)
3-year Average
≥3.0%
1.9
0.0
<0.0%
%
%
%
%
%
Vesting Percentage
150%
100%
50%
0%
* Straight-line interpolation will apply to performance levels between the ones shown above.
(i) “Comparable Sales Growth” is defined as the period-to-period percentage change in net owned plus
licensed sales from stores in operation throughout the year presented and the immediately preceding year and all online sales, as
reported in the Company’s financial statements included in its Form 10-K. Stores impacted by a natural disaster or that undergo
significant expansion or shrinkage remain in the comparable sales calculation unless the store is closed for a significant period of
time.
1
Comparable Sales will be measured on a three-year average basis (i.e., the average of Fiscal 2018, Fiscal 2019 and Fiscal 2020
annual Comparable Sales Growth).
ROIC SCHEDULE
ROIC (33.3%)
Performance Level*
Outstanding
Target
Threshold
Below Threshold
Vesting Percentage
150%
100%
50%
0%
* Straight-line interpolation will apply to performance levels between the ones shown above.
3-year Average
>18.6%
18.2%
16.6%
<16.6%
(ii) “Return on Invested Capital” is defined as EBITDA (Earnings Before Interest, Taxes, Depreciation
and Amortization, which is equal to the sum of operating income and depreciation and amortization as reported in the
Company’s financial statements included in its Form 10-K, adjusted as provided in Section 1(b) below) divided by Total
Average Gross Investment. EBITDAR is equal to the sum of EBITDA plus Net Rent Expense. Net Rent Expense
represents rent expense as reported in the Company’s financial statements included in its Form 10-K less the deferred rent
amortization related to contributions received from landlords. Total Average Gross Investment is equal to the sum of
Gross Property, Plant and Equipment (PPE) plus Capitalized Value of Non-Capitalized Leases, Working Capital – which
includes Receivables, Merchandise Inventories, Prepaid Expenses and Other Current Assets – offset by Merchandise
Accounts Payable and Accounts Payable and Accrued Liabilities, and Other Assets, each as reported in the Company’s
financial statements in the applicable Form 10-K or Form 10-Q. Gross PPE will be determined using a two-point average
(i.e., beginning and end of year). Capitalized Value of Non-Capitalized Leases will be calculated as 8x Net Rent Expense.
Working Capital components and Other Assets will be determined using a four-point (i.e., quarterly) average. ROIC will
be measured on a three-year average basis (i.e., the average of Fiscal 2018, Fiscal 2019 and Fiscal 2020 annual ROIC).
RELATIVE TSR SCHEDULE
Performance Level*
Outstanding
Target
Threshold
Below Threshold
Relative TSR (33.4%)
3-year TSR vs. Peer Group**
≥75%
50%
35%
<35%
Vesting Percentage
150%
100%
50%
0%
* Straight-line interpolation will apply to performance levels between the ones shown above.
** Peer group companies: Bed, Bath & Beyond, Dillard’s, Gap, J.C. Penney, Kohl’s, L Brands, Nordstrom, Ross Stores, Sears Holdings,
Target, TJX Companies, and Walmart.
(i) TSR will be calculated on a compound annualized basis over the three-year period.
(ii) TSR is defined as the change in the value of the Common Stock over the three-year performance
period, taking into account both stock price appreciation and the reinvestment of dividends. The beginning and ending
stock prices will be based on a 20-day average stock price.
2
(iii) Dividends will be reinvested at the closing price on the last day of the month after the “ex
dividend” date. All cash special dividends shall be treated like regular dividends. All spin-offs or share-based dividends
shall be assumed to be sold on the issue date and reinvested in the issuing company that same date
(iv) Relative TSR is the percentile rank of the Company’s TSR compared to the TSR of the peer group
over the Performance Period. If any of the companies in the peer group are no longer publicly traded at the end of the
Performance Period due to bankruptcy, they will continue to be included in the relative TSR calculation by force ranking
them at the bottom of the array. If any companies are no longer publicly traded due to acquisition, they will be excluded
from the calculation
(b) For purposes of determining whether the performance goals for Comparable Sales and ROIC have been met, the
calculation of the Company’s actual Comparable Sales and ROIC will be adjusted to exclude the following, if they were not
included in the Company’s business plan:
(i)
(ii)
asset impairment charges (as determined under
GAAP);
income, gains, expenses, losses, cash inflows and cash outflows resulting from material restructuring
charges (as reported in the Company’s quarterly earnings releases and filings with the Securities and
Exchange Commission (SEC) and reviewed by the Company’s independent auditors);
(iii) income, gains, expenses, losses, cash inflows and cash outflows attributable to any division, business
segment, material business operation, subsidiary, affiliate or material group of stores that are acquired;
(iv) income, gains, expenses, losses, cash inflows and cash outflows from the sale or disposition of any
(v)
division, business segment, material business operation, subsidiary, affiliate or material group of stores;
income, gains, expenses, losses, cash inflows and cash outflows resulting from unusual or infrequently
occurring items [as reported in the Company’s quarterly earnings releases and filings with the SEC and
reviewed by the Company’s independent auditors];
(vi) store closing costs (as reported in the Company’s quarterly earnings releases and filings with the SEC and
reviewed by the Company’s independent auditors);
(vii) material tax assessments for which a reserve or liability was not previously recorded in the Company’s
financial statements;
(viii)unplanned tax law changes which have a material impact on the company;
and
(ix) changes in accounting principles (as determined under
GAAP).
The adjustments for each one of the items listed above will only be made if the item was not included or was materially
different than expected in the preparation of the Company’s 2018-2020 Business Plans. No adjustment for an item listed above
will be made if the item was included and was appropriately taken into account in the preparation of the Company’s 2018-2020
Business Plan. For example, if the Company’s Business Plan was prepared based on the Company acquiring a business segment
and the acquisition of the business segment occurs as planned, no adjustment will be made to exclude the income, gains,
expenses, losses, cash inflows and cash outflows attributable to that business segment.
3
To the extent a disposition, financing or material contract change was not correctly taken into account in the preparation
of the Company’s fiscal 2018-2020 Business Plans determined as of March 23, 2018, including the failure to take a disposition,
financing or material contract change into account at all or the fact that all or a portion of the disposition, financing or material
contract change occurred earlier or later than planned, or did not occur at all, adjustments shall be made to the planned Sales and
ROIC in order to accurately take the actual disposition, financing or material contract change into account. For this purpose, (i)
a “disposition” means a substantial divestiture of assets or a disposition of a division, segment, business operation, subsidiary,
affiliate or store, (ii) a “financing” means a major financing or refinancing and (iii) a “material contract change” means the
cancellation, amendment, or renegotiation of a pre-existing contract that will have a material impact on the Company’s financial
results. For example, if a disposition was not taken into account in the preparation of the Company’s fiscal 2018-2020 Business
Plans, determined as of March 23, 2018, the Company’s planned Sales and ROIC shall be adjusted to exclude the planned Sales
and ROIC attributable to the corresponding assets or division, segment, business operation, subsidiary, affiliate or store from the
date of disposition until the end of the Company’s fiscal year.
(c) In all cases the Compensation Committee shall certify whether the Company has achieved the specified levels
of average Comparable Sales Growth, average ROIC and relative TSR as soon as administratively feasible following the end of
the Performance Period. For purposes of these Terms and Conditions and the Award Letter, “Performance Vesting Date” means
the later of (1) the last day of the Performance Period and (2) the date on which the Compensation Committee certifies the levels
of achievement of the applicable Performance Goals.
(d) From time to time, the Company may adopt accounting standards, consistent with GAAP, which may impact
the performance measures used in the Macy’s, Inc. Senior Executive Compensation Plan. If this occurs and the adoption of such
standards was not included in the financial plans used to develop the performance ranges (outstanding, target, threshold and
below threshold) for each measure, then actual performance results shall be adjusted to exclude the impact of the adoption of the
accounting standards.
4. Forfeiture of Performance Units.
(a) Termination of Employment. Except as the Board may determine on a case-by-case basis or as provided below,
all unvested Performance Units shall be forfeited if Grantee ceases to be continuously employed by the Company at any time
prior to the end of the Performance Period. The continuous employment of Grantee shall not be deemed to have been interrupted
by reason of the transfer of Grantee’s employment among the Company and its subsidiaries, divisions or affiliates or a leave of
absence approved by the Company. In the event of a termination for Cause (as defined in Section 17), all unvested Performance
Units shall be immediately forfeited.
(b) Death, Disability, Retirement or Involuntary Termination. Except as the Board may determine on a case-by-case
basis:
(i) If the Performance Units have not been converted pursuant to Section 4(c)(i) or (ii) below, in the
event Grantee retires at least six months after the Date of Grant, on or after age 62 with at least five years of vesting
service (“Retirement”), and complies with the provisions of Section 4(d) below, then on the Performance Vesting Date, a
pro rata portion of the percentage of Performance Units that become vested as determined under Section 3 above will vest
(i.e., prorated from the Commencement Date through the date of Retirement based on the number of
4
completed months of service during the Performance Period divided by 36). If the Performance Units have been
converted pursuant to Section 4(c)(i) or (ii) below on or before the last day of the Performance Period and Grantee is a
Retirement Eligible Grantee on or before the last day of the Performance Period, 100% of the Performance Units as so
converted will vest on the latter of the Change in Control and the date Grantee becomes a Retirement-Eligible Grantee;
(ii) If the Performance Units have not been converted pursuant to Section 4(c)(i) or (ii) below, in the event
Grantee dies or becomes Disabled during the Performance Period, on the Performance Vesting Date, a pro rata portion of the
percentage of Performance Units that become vested as determined under Section 3 will vest (i.e., prorated from the
Commencement Date through the date of death or Disability based on the number of completed months of service during the
Performance Period divided by 36). If the Performance Units have been converted pursuant to Section 4(c)(i) or (ii) below and
Grantee dies or becomes Disabled on or before the last day of the Performance Period, 100% of the Performance Units as so
converted will vest on the latter of the Change in Control and the date of death or Disability; and;
(iii) If (A) the Performance Units have not been converted pursuant to Section 4(c)(i) or (ii) below, (B) as of
the Date of Grant, Grantee is a participant in the Company’s Senior Executive Severance Plan, (C) Grantee’s employment is
terminated by the Company without Cause other than as described in Section 4(c)(iii) (such termination, with respect to a Senior
Executive Severance Plan participant, an “Involuntary Termination”), and (D) Grantee complies with the provisions of Section
4(d) below, then on the Performance Vesting Date, a pro rata portion of the percentage of Performance Units that become vested
as determined under Section 3 above will vest (i.e., prorated from the Commencement Date through the first anniversary of the
date of termination of employment based on the number of completed months of service during the Performance Period plus the
one-year period following termination of employment divided by 36).
(c) Change in Control. In the event of a Change in Control (as defined in the Plan) prior to the last day of the
Performance Period, Performance Units will convert to time-based restricted stock units without proration for the percentage of
the Performance Period that has elapsed since the Commencement Date, as follows:
(i) If the Change in Control occurs prior to the 24-month anniversary of the Commencement Date, then
100% of the Target award number of Performance Units shall convert to time-based restricted stock units (plus an
additional number of shares of time-based restricted stock units representing the dividend equivalents payable on that
Target award number of Performance Units from the Commencement Date to the date of the Change in Control);
(ii) If the Change in Control occurs on or after the 24-month anniversary of the Commencement Date,
the conversion of Performance Units to time-based restricted stock units (and the corresponding conversion of dividend
equivalents payable on those Performance Units to time-based restricted stock units) will be based on (a) the Company’s
Comparable Sales Growth and ROIC performance determined under Section 3 above from the Commencement Date
through the first 24 months of the Performance Period, plus the Company’s performance determined under Section 3
above during any completed fiscal quarter thereafter to the date of the Change in Control and (b) the Company’s relative
TSR as of the date of the Change in Control.
Section 4(c)(i) or (ii) above will vest as follows:
(iii) Except as set forth in Section 4(b)(i) or (ii) above, Performance Units as converted pursuant to
5
or (ii) above are not assumed or replaced by the acquiror/continuing entity on terms deemed appropriate by the
Compensation Committee, the Converted Units will vest on or immediately prior to the closing of the Change in Control;
(A) If Performance Units as converted pursuant to Section 4(c)(i)
(i) or (ii) above will vest on the last day of the Performance Period (the “Normal Vesting Date”), if vesting has not
otherwise accelerated as provided pursuant to Section 4(b)(i) or (ii) above or 4(c)(iii)(C) below; or
(B) The Performance Units as converted pursuant to Section 4(c)
Control, Grantee is terminated by the Company or the continuing entity without Cause or if Grantee voluntarily terminates
employment with Good Reason and is a participant in the Company’s Change in Control Plan (a “Qualifying
Termination”), the Performance Units as converted pursuant to Section 4(c)(i) or (ii) above will vest on the date of such
Qualifying Termination.
(C) If, within the 24-month period following the Change in
(d) Violation of Restrictive Covenants. All unvested Performance Units shall be forfeited immediately upon
the occurrence of any of the following events. If there are no unvested Performance Units outstanding at the time a
restrictive covenant is violated, the Company may pursue other legal remedies.
(i) Following voluntary Retirement or Involuntary Termination and prior to the later of (a) the
settlement date for the Performance Units or (b) two years following Retirement or one year following Involuntary
Termination, as applicable, Grantee renders personal services to a Competing Business (as defined in Section 17) in any
manner, including, without limitation, as employee, agent, consultant, advisor, independent contractor, proprietor, partner,
officer, director, manager, owner, financer, joint venturer or otherwise; or
(ii) Following voluntary or involuntary Retirement or Involuntary Termination and prior to the later of
(a) the settlement date for the Performance Units or (b) two years following Retirement or Involuntary Termination,
Grantee directly or indirectly solicits or otherwise entices any of the Company’s employees to resign from their
employment with the Company, whether individually or as a group; or
(iii) At any time following voluntary or involuntary Retirement or Involuntary Termination, Grantee
discloses or provides to any third party, or uses, modifies, copies or adapts any of the Company’s Confidential
Information (defined in Section 17).
An involuntary Retirement occurs when the employment of a Grantee who satisfies the age and years of service criteria
described in Section 4(b) above is terminated by the Company without Cause (as defined in Section 17) or is terminated by
Grantee with Good Reason (as defined in Section 17) within the 24-month period following a Change in Control.
5. Dividend, Voting and Other Rights. Grantee shall have no rights of a stockholder with respect to the Performance
Units prior to the date on which shares of Common Stock are issued in settlement thereof, including the right to vote any of the
Performance Units. An amount representing dividends payable on shares of Common Stock with respect to the award of
Performance Units on a
6
dividend record date shall be deemed reinvested in Common Stock and credited to Grantee as restricted stock units (rounded to
the nearest whole share) as of the dividend payment date. The Performance Units are subject to adjustment to prevent dilution or
enlargement of the rights of Grantee that would otherwise result from changes in the capital structure of the Company or from
certain corporate events as provided in Section 14 of the Plan. Any restricted stock units or additional Performance Units credited
to Grantee pursuant to this Section 5, including by reason of any adjustments under Section 14 of the Plan, will be subject to the
terms and restrictions (including vesting) set forth in these Terms and Conditions.
6. Settlement of Performance Units. The Company shall issue or deliver to Grantee a number of whole shares of
unrestricted Common Stock equal to the number of vested Performance Units (including any Performance Units as converted
pursuant to Section 4(c)(i) or (ii) above) and the related restricted stock units attributed to any dividend equivalents on those
Performance Units as soon as practicable following either (i) the Performance Vesting Date or Normal Vesting Date (as
applicable), or (ii) if the Performance Units (including any Performance Units as converted pursuant to Section 4(c)(i) or (ii)
above) become vested and earned or deemed vested and earned prior thereto upon an event contemplated by Section 4(b) or 4(c)
(iii), the date of such event, and in the case of either clause (i) or (ii) of this Section 6, within the “short-term deferral” period
determined under Treasury Regulation Section 1.409A-1(b)(4), with the applicable vesting date being referred to herein as the
“Vesting Date.” Such shares of unrestricted Common Stock shall be credited as book entry shares to Grantee’s trading account.
For the sake of clarity, the settlement and payment of Performance Units (including any Performance Units as converted
pursuant to Section 4(c)(i) or (ii) above) and the related restricted stock units attributed to any dividend equivalents on those
Performance Units is intended to comply with Treasury Regulation Section 1.409A-1(b)(4), and these Terms and Conditions and
the Award Letter will be construed and administered in such a manner. As a result, notwithstanding any provision in these Terms
and Conditions and the Award Letter to the contrary, the settlement and payment of Performance Units (including any
Performance Units as converted pursuant to Section 4(c)(i) or (ii) above) and the related restricted stock units attributed to any
dividend equivalents on those Performance Units will be made in all events no later than the date that is the 15th day of the third
calendar month of the applicable year following the year in which the Performance Units (including any Performance Units as
converted pursuant to Section 4(c)(i) or (ii) above) and the related restricted stock units attributed to any dividend equivalents on
those Performance Units are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulation
Section 1.409A-1(d). In the event Performance Units (including any Performance Units as converted pursuant to Section 4(c)(i)
or (ii) above) and any related restricted stock units attributed to any dividend equivalents on those Performance Units are not
earned or do not become vested, those Performance Units (including any Performance Units as converted pursuant to Section
4(c)(i) or (ii) above) and the related restricted stock units attributed to any dividend equivalents on those Performance Units,
shall be forfeited.
7. Clawback. Any incentive-based compensation received by Grantee from the Company hereunder or otherwise shall
be subject to recovery by the Company in the circumstances and manner provided in any Incentive-Based Compensation
Recovery Policy that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof,
and Grantee shall effectuate any such recovery at such time and in such manner as the Company may specify. For purposes of
this Agreement, the term “Incentive-Based Compensation Recovery Policy” means any policy of the type contemplated by
Section 10D of the Securities Exchange Act of 1934, any rules or regulations of the Securities and Exchange Commission
adopted pursuant thereto, or any related rules or listing standards of any national securities exchange or national securities
association applicable to the Company. Until the Company adopts an Incentive-Based Compensation Recovery Policy, the
following clawback provision shall apply:
7
In the event that, within three years of the end of the Performance Period and settlement of vested Performance Units, the
Company restates its financial results with respect to the Company’s performance during the Performance Period to
correct a material error that the Compensation Committee determines is the result of fraud or intentional misconduct, then
the Compensation Committee, in its discretion, may require Grantee to repay to the Company all income, if any, derived
from the Performance Units.
8. No Employment Contract. Nothing contained in the Award Letter or these Terms and Conditions shall confer
upon Grantee any right with respect to continued employment by the Company, or limit or affect the right of the Company to
terminate the employment or adjust the compensation of Grantee.
9. Taxes and Withholding. If the Company is required to withhold any federal, state, local or foreign tax in
connection with the issuance or vesting of, or other event triggering a tax obligation with respect to, any Performance Units or
the issuance of any unrestricted shares of Common Stock or other securities following vesting pursuant to the Award Letter or
these Terms and Conditions, it shall be a condition to such vesting, issuance or event that Grantee pay or make provisions that
are satisfactory to the Company for payment of the tax. Unless Grantee makes alternative arrangements satisfactory to the
Company prior to the vesting of the Performance Units or the issuance of shares of unrestricted Common Stock or other event
triggering a tax obligation, Grantee will satisfy the statutory tax withholding obligations by providing for the sale of enough
shares to generate proceeds that will satisfy the withholding obligation or surrendering to the Company a portion of the shares of
Common Stock that are issued or transferred to Grantee following the Vesting Date for credit against the withholding obligation
at the Market Value per Share of such shares on the Vesting Date. In accordance with Section 16 of the Plan, in no event will the
fair market value of the shares of Common Stock to be withheld or delivered pursuant to this Section 9 to satisfy applicable
withholding taxes exceed the amount of taxes required to be withheld based on the maximum statutory tax rates in the applicable
taxing jurisdiction.
10. Limitations on Transfer of Performance Units.
(a) The Performance Units may not be transferred or assigned by Grantee until they vest other than (i) upon death,
by will or the laws of descent and distribution, (ii) pursuant to a qualified domestic relations order or (iii) to a fully revocable
trust to which Grantee is treated as the owner for federal income tax purposes.
(b) If Grantee is eligible to earn Long-Term Incentive Awards under the Macy’s, Inc. Senior Executive
Compensation Plan (or any successor plan) or is a Non-Employee Director, the Performance Units or any interest therein may be
transferred by Grantee, without payment of consideration therefor by the transferee, to any one or more members of the
immediate family of Grantee (as defined in Rule 16a-1(e) under the Securities Exchange Act of 1934), or to one or more trusts
established solely for the benefit of one or more members of the immediate family of Grantee or to one or more partnerships in
which the only partners are members of the immediate family of Grantee. No transfer under this Section 10(b) will be effective
until notice of transfer is delivered to the Company describing the terms and conditions of the proposed transfer, and the
Company determines that the proposed transfer complies with the terms of the Plan, these Terms and Conditions and any terms
and conditions made applicable to the transfer by the Company or Board at the time of the proposed transfer. Any transferee
under this Section 10(b) shall be subject to the same terms and conditions hereunder as would apply to Grantee. Any purported
transfer that does not comply with the requirements of this Section 10(b) shall be void and
8
unenforceable against the Company, and the purported transferee shall obtain no rights to or interest in the Performance Units.
(c) Notwithstanding anything to the contrary contained in any agreement, award letter and/or terms and conditions
applicable to a previous grant of performance units by the Company to Grantee, all such performance units previously granted to
Grantee shall be transferable consistent with the terms and conditions applicable to the transfer of the Performance Units as
contained herein.
10. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state
securities laws; provided, however, that the Company shall not be obligated to issue any Performance Units or shares of
unrestricted Common Stock or other securities pursuant to the Award Letter and these Terms and Conditions if the issuance
thereof would result in a violation of any such law.
11. Relation to Other Benefits. Any economic or other benefit to Grantee under the Award Letter and these Terms
and Conditions shall not be taken into account in determining any benefits to which Grantee may be entitled under any profit-
sharing, retirement or other benefit or compensation plan maintained by the Company.
12. Amendments. Any amendment to the Plan shall be deemed to be an amendment to these Terms and Conditions to
the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of
Grantee under the Award Letter and these Terms and Conditions without Grantee’s consent.
13. Severability. In the event that any provisions of these Terms and Conditions shall be invalidated for any reason by
a court of competent jurisdiction, the invalidated provision shall be deemed to be separable from the other provisions hereof, and
the remaining provisions hereof shall continue to be valid and fully enforceable.
14. Relation to Plan.
(a) General. These Terms and Conditions are subject to the terms and conditions of the Plan. In the event of any
inconsistent provisions between these Terms and Conditions and the Plan, the Plan shall govern. Capitalized terms used herein
without definition shall have the meanings assigned to them in the Plan. All references in these Terms and Conditions to the
Company shall include, unless the context in which it is used suggests otherwise, its subsidiaries, divisions and affiliates.
(b) Compliance with Section 409A of the Code. The Company and Grantee acknowledge that, to the extent
applicable, it is intended that the performance units covered by these Terms and Conditions comply with the provisions of
Section 409A of the Code, and the Performance Units (including any Performance Units as converted pursuant to Section 4(c)(i)
or (ii) above) shall be administered in a manner consistent with this intent. Any amendments made to comply with Section 409A
of the Code may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without
the consent of Grantee. In any case, Grantee shall be solely responsible and liable for the satisfaction of all taxes and penalties
that may be imposed in connection with these Terms and Conditions and the Award Letter (including any taxes and penalties
under Section 409A of the Code), and the Company shall not have any obligation to indemnify or otherwise hold Grantee
harmless from any or all of such taxes or penalties. Each payment under these Terms and Conditions and the Award Letter shall
be treated as a separate payment for purposes of Section 409A of the Code. Any
9
reference herein to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other
guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
15. Successors and Assigns. The provisions of the Award Letter and these Terms and Conditions shall inure to the
benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and permitted assigns of Grantee and
the successors and assigns of the Company.
16. Governing Law. The interpretation, performance, and enforcement of the Award Letter and these Terms and
Conditions shall be governed by the laws of the State of Delaware, without giving effect to its principles of conflict of laws.
17. Definitions.
(a) “Cause” shall mean that Grantee has committed prior to termination of employment any of the following acts:
with Grantee’s duties or in the course of Grantee’s employment;
(i) An intentional act of fraud, embezzlement, theft, or any other material violation of law in connection
(ii) Intentional wrongful damage to material assets of the Company;
(iii) Intentional wrongful disclosure of material confidential information of the Company;
breach of the duty of loyalty;
(iv) Intentional wrongful engagement in any competitive activity that would constitute a material
(v) Intentional breach of any stated material employment policy of the Company; or
(vi) Intentional neglect by Grantee of Grantee’s duties and responsibilities.
(b) “Competing Business” shall mean:
consolidated, or otherwise combined, and the subsidiaries, affiliates and successors of each such company:
(i) any of the following named companies, or any other business into which such company is merged,
Amazon
Burlington Coat Factory
Dillard’s
Hudson’s Bay
or
J.C. Penney
Kohl’s
Nordstrom
Ross Stores
Sears
Target
TJX
Walmart
(ii) any business or enterprise engaged in the business of retail sales that (1) had annual revenues for its
most recently completed fiscal year of at least $4.0 billion; and (2) both (i) offers a category or categories of merchandise
(e.g., Fine Jewelry, Cosmetics, Kids, Big Ticket,
10
Housewares, Men’s, Dresses), any of which are offered by the Company (and its subsidiaries, divisions or controlled
affiliates), and (ii) the revenue derived by such other retailer during such retailer’s most recently ended fiscal year from
such category or categories of merchandise represent(s), in the aggregate, more than 50% of the Company’s (and its
subsidiaries, divisions or controlled affiliates) total revenues for the most recently completed fiscal year derived from the
same category or categories of merchandise.
(c) “Confidential Information” shall mean any data or information that is material to the Company and not
generally known to the public, including, without limitation: (i) price, cost and sales data; (ii) the identities and locations of
vendors and consultants furnishing materials and services to the Company and the terms of vendor or consultant contracts or
arrangements; (iii) lists and other information regarding customers and suppliers; (iv) financial information that has not been
released to the public; (v) future business plans, marketing or licensing strategies, and advertising campaigns; or (vi) information
about the Company’s employees and executives, as well as the Company’s talent strategies including but not limited to
compensation, retention and recruiting initiatives.
(d) “Disability” shall mean Grantee’s inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months.
(e) “Good Reason” shall mean, without Grantee’s consent, the occurrence of any of the following events:
(i) A material diminution in Grantee’s base compensation;
(ii) A material diminution in Grantee’s authority, duties or responsibilities;
(iii) A material change in the geographic location at which Grantee must perform Grantee’s services; or
under which Grantee provides services.
(iv) Any other action or inaction that constitutes a material breach by the Company of an agreement
Notwithstanding the foregoing, in order to terminate for Good Reason, (x) Grantee must provide the Company with
written notice of the event(s) or condition(s) constituting Good Reason within ninety (90) days following the existence of such
event(s) or condition(s), (y) the Company must be given thirty (30) days to cure such event(s) or condition(s), and (z) Grantee
must actually terminate employment for Good Reason within sixty (60) days following the end of the Company’s cure period.
(f) “Retirement-Eligible Grantee” means with respect to a Performance Unit that is outstanding at least six
months after the Date of Grant a Grantee who is age 62 with at least five years of vesting service.
18. Data Privacy. Grantee hereby explicitly accepts the grant of Performance Units and unambiguously consents to
the collection, use and transfer, in electronic or other form, of personal data as described in the Award Letter and these Terms
and Conditions by and among the Company and its subsidiaries and affiliates for the exclusive purpose of implementing,
administering and managing Grantee’s participation in the Plan.
11
(a) Grantee understands that the Company holds certain personal information about Grantee, including, but not
limited to, Grantee’s name, home address and telephone number, date of birth, social security number or other identification
number, salary, nationality, job title, shares of Common Stock held, details of all grants of Performance Units or any other
entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in Grantee’s favor, for the
purpose of implementing, administering and managing the Plan (the “Data”).
(b) Grantee understands that the Data may be transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located in the United States or elsewhere, and that the
recipient’s country may have different data privacy laws and protections than the United States. Grantee understands that
Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting Grantee’s local
human resources representative.
(c) Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing Grantee’s participation in the Plan, including any requisite
transfer of such Data as may be required to a broker or other third party with whom Grantee may elect to deposit any shares of
Common Stock acquired.
(d) Grantee understands that Data will be held only as long as is necessary to implement, administer and manage
Grantee’s participation in the Plan.
(e) Grantee understands that Grantee may, at any time, view the Data, request additional information about the
storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in
any case without cost, by contacting in writing Grantee’s local human resources representative.
(f) Grantee understands, however, that refusing or withdrawing Grantee’s consent may affect Grantee’s ability to
participate in the Plan.
19. Acceptance of Award. By accepting this award, Grantee agrees that during the term of Grantee’s employment
with the Company and for the twelve (12) month period (24 month period for Chairman and CEO) beginning on the date that
Grantee’s employment with the Company ceases for any reason, Grantee shall not act in any capacity (whether as an employee,
agent, consultant, advisor, independent contractor, proprietor, partner, officer, director, manager, owner, financier, joint venturer,
or otherwise), for any of the following companies, or any business into which such company is merged, consolidated, or
otherwise combined: Amazon, Burlington Coat Factory, Dillard’s, Hudson’s Bay, J.C. Penney, Kohl’s, Nordstrom, Ross Stores,
Sears, Target. TJX and Walmart or a Restricted Business. A “Restricted Business” means any business or enterprise engaged in
the business of retail sales that had annual revenues for its most recently completed fiscal year of at least $4 billion; and both (i)
offers a category or categories of merchandise (e.g., Fine Jewelry, Cosmetics, Kids, Big Ticket, Housewares, Men’s, Dresses),
any of which are offered in stores, online or through an alternate channel directly by the Company, and (ii) revenue derived by
such other retailer during such retailer’s most recently ended fiscal year from such category or categories of merchandise
represent(s), in the aggregate, more than 50% of the Company’s total revenues for the most recently completed fiscal year
derived from the same category or categories of merchandise.
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2018 Time Based Restricted Stock Units
Terms and Conditions
Amended and Restated 2009 Omnibus Incentive Compensation Plan
Exhibit 10.13.2
1. Grant of Restricted Stock Units. Subject to and upon the terms, conditions, and restrictions set forth in these
Terms and Conditions and in the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “Plan”) of Macy’s,
Inc. (the “Company”), as amended from time to time, the Company has granted to the Grantee on <
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