Condensed Consolidating Financial Information

Certain debt obligations of the Company described in Note 7, which constitute debt obligations of Parent’s wholly-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 FDS Bank, West 34th Street Insurance Company (prior to a merger, known separately as Leadville Insurance Company and Snowdin Insurance Company), Macy’s Merchandising Group, Inc. and its subsidiary Macy’s Merchandising Group International, LLC. “Subsidiary Issuer” includes operating divisions and non-guarantor subsidiaries of the Subsidiary Issuer on an equity basis. The assets and liabilities and results of operations of the non-guarantor subsidiaries of the Subsidiary Issuer are also reflected in “Other Subsidiaries.”

Condensed Consolidating Balance Sheets as of January 28, 2012 and January 29, 2011, the related Condensed Consolidating Statements of Operations for 2011, 2010 and 2009, and the related Condensed Consolidating Statements of Cash Flows for 2011, 2010, and 2009 are presented on the following pages.

MACY’S, INC.

Condensed Consolidating Balance Sheet

As of January 28, 2012

(millions)



	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	2,533	$	38		$	256	$	—		$	2,827
Receivables	—		58			310		—			368
Merchandise inventories	—		2,722			2,395		—			5,117
Prepaid expenses and other current assets	—		152			313		—			465
Total Current Assets	2,533		2,970			3,274		—			8,777
Property and Equipment – net	—		4,827			3,593		—			8,420
Goodwill	—		3,315			428		—			3,743
Other Intangible Assets – net	—		153			445		—			598
Other Assets	4		73			480		—			557
Intercompany Receivable	520		—			2,963		(3,483		)	—
Investment in Subsidiaries	3,210		2,435			—		(5,645		)	—
Total Assets	$	6,267	$	13,773		$	11,183	$	(9,128	)	$	22,095
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	1,099		$	4	$	—		$	1,103
Merchandise accounts payable	—		731			862		—			1,593
Accounts payable and accrued liabilities	248		1,103			1,437		—			2,788
Income taxes	46		29			296		—			371
Deferred income taxes	—		314			94		—			408
Total Current Liabilities	294		3,276			2,693		—			6,263
Long-Term Debt	—		6,630			25		—			6,655
Intercompany Payable	—		3,483			—		(3,483		)	—
Deferred Income Taxes	4		351			786		—			1,141
Other Liabilities	36		771			1,296		—			2,103
Shareholders’ Equity (Deficit)	5,933		(738		)	6,383		(5,645		)	5,933
Total Liabilities and Shareholders’ Equity	$	6,267	$	13,773		$	11,183	$	(9,128	)	$	22,095

MACY’S, INC.

Condensed Consolidating Statement of Operations

For 2011

(millions)



	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	13,405		$	21,312		$	(8,312	)	$	26,405
Cost of sales	—			(8,274		)	(15,721		)	8,257			(15,738		)
Gross margin	—			5,131			5,591			(55		)	10,667
Selling, general and administrative expenses	5			(4,585		)	(3,756		)	55			(8,281		)
Gain on sale of properties, impairments, store closing costs and division consolidation costs	—			28			(3		)	—			25
Operating income (loss)	5			574			1,832			—			2,411
Interest (expense) income, net:
External	1			(443		)	(1		)	—			(443		)
Intercompany	(1		)	(191		)	192			—			—
Equity in earnings of subsidiaries	1,253			548			—			(1,801		)	—
Income before income taxes	1,258			488			2,023			(1,801		)	1,968
Federal, state and local income tax benefit (expense)	(2		)	27			(737		)	—			(712		)
Net income	$	1,256		$	515		$	1,286		$	(1,801	)	$	1,256

MACY’S, INC.

Condensed Consolidating Statement of Cash Flows

For 2011

(millions)



	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income	$	1,256		$	515		$	1,286		$	(1,801	)	$	1,256
Gain on sale of properties, impairments, store closing costs and division consolidation costs	—			(28		)	3			—			(25		)
Equity in earnings of subsidiaries	(1,253		)	(548		)	—			1,801			—
Dividends received from subsidiaries	612			175			—			(787		)	—
Depreciation and amortization	—			517			568			—			1,085
(Increase) decrease in working capital	5			(110		)	50			—			(55		)
Other, net	(18		)	(166		)	16			—			(168		)
Net cash provided by operating activities	602			355			1,923			(787		)	2,093
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	—			(171		)	(473		)	—			(644		)
Other, net	38			16			(27		)	—			27
Net cash provided (used) by investing activities	38			(155		)	(500		)	—			(617		)
Cash flows from financing activities:
Debt issued, net of debt repaid	—			349			(3		)	—			346
Dividends paid	(148		)	—			(787		)	787			(148		)
Common stock acquired, net of issuance of common stock	(340		)	—			—			—			(340		)
Intercompany activity, net	1,186			(529		)	(657		)	—			—
Other, net	21			(23		)	31			—			29
Net cash provided (used) by financing activities	719			(203		)	(1,416		)	787			(113		)
Net increase (decrease) in cash and cash equivalents	1,359			(3		)	7			—			1,363
Cash and cash equivalents at beginning of period	1,174			41			249			—			1,464
Cash and cash equivalents at end of period	$	2,533		$	38		$	256		$	—		$	2,827

MACY’S, INC.

Condensed Consolidating Balance Sheet

As of January 29, 2011

(millions)



	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	1,174	$	41		$	249	$	—		$	1,464
Receivables	—		89			249		—			338
Merchandise inventories	—		2,589			2,169		—			4,758
Prepaid expenses and other current assets	—		98			241		—			339
Total Current Assets	1,174		2,817			2,908		—			6,899
Property and Equipment – net	—		5,013			3,800		—			8,813
Goodwill	—		3,315			428		—			3,743
Other Intangible Assets – net	—		184			453		—			637
Other Assets	4		133			402		—			539
Deferred Income Tax Assets	19		—			—		(19		)	—
Intercompany Receivable	1,651		—			2,737		(4,388		)	—
Investment in Subsidiaries	2,908		2,598			—		(5,506		)	—
Total Assets	$	5,756	$	14,060		$	10,728	$	(9,913	)	$	20,631
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	451		$	3	$	—		$	454
Merchandise accounts payable	—		680			741		—			1,421
Accounts payable and accrued liabilities	144		1,031			1,350		—			2,525
Income taxes	29		18			135		—			182
Deferred income taxes	—		299			110		—			409
Total Current Liabilities	173		2,479			2,339		—			4,991
Long-Term Debt	—		6,942			29		—			6,971
Intercompany Payable	—		4,388			—		(4,388		)	—
Deferred Income Taxes	—		387			832		(19		)	1,200
Other Liabilities	53		786			1,100		—			1,939
Shareholders’ Equity (Deficit)	5,530		(922		)	6,428		(5,506		)	5,530
Total Liabilities and Shareholders’ Equity	$	5,756	$	14,060		$	10,728	$	(9,913	)	$	20,631

MACY’S, INC.

Condensed Consolidating Statement of Operations

For 2010

(millions)



	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	13,124		$	19,900		$	(8,021	)	$	25,003
Cost of sales	—			(8,006		)	(14,782		)	7,964			(14,824		)
Gross margin	—			5,118			5,118			(57		)	10,179
Selling, general and administrative expenses	(8		)	(4,519		)	(3,790		)	57			(8,260		)
Gain on sale of properties, impairments, store closing costs and division consolidation costs.	—			(21		)	(4		)	—			(25		)
Operating income (loss)	(8		)	578			1,324			—			1,894
Interest (expense) income, net:
External	2			(575		)	(1		)	—			(574		)
Intercompany	(2		)	(165		)	167			—			—
Equity in earnings of subsidiaries	852			417			—			(1,269		)	—
Income before income taxes	844			255			1,490			(1,269		)	1,320
Federal, state and local income tax benefit (expense)	3			65			(541		)	—			(473		)
Net income	$	847		$	320		$	949		$	(1,269	)	$	847

MACY’S, INC.

Condensed Consolidating Statement of Cash Flows

For 2010

(millions)



	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income	$	847		$	320		$	949		$	(1,269	)	$	847
Gain on sale of properties, impairments, store closing costs and division consolidation costs	—			21			4			—			25
Equity in earnings of subsidiaries	(852		)	(417		)	—			1,269			—
Dividends received from subsidiaries	541			250			—			(791		)	—
Depreciation and amortization	—			566			584			—			1,150
(Increase) decrease in working capital	179			(454		)	232			—			(43		)
Other, net	8			(526		)	45			—			(473		)
Net cash provided (used) by operating activities	723			(240		)	1,814			(791		)	1,506
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	—			(178		)	(247		)	—			(425		)
Other, net	—			—			(40		)	—			(40		)
Net cash used by investing activities	—			(178		)	(287		)	—			(465		)
Cash flows from financing activities:
Debt repaid	—			(1,242		)	(3		)	—			(1,245		)
Dividends paid	(84		)	—			(791		)	791			(84		)
Issuance of common stock, net of common stock acquired	42			—			—			—			42
Intercompany activity, net	(710		)	1,656			(946		)	—			—
Other, net	(115		)	(15		)	154			—			24
Net cash provided (used) by financing activities	(867		)	399			(1,586		)	791			(1,263		)
Net decrease in cash and cash equivalents	(144		)	(19		)	(59		)	—			(222		)
Cash and cash equivalents at beginning of period	1,318			60			308			—			1,686
Cash and cash equivalents at end of period	$	1,174		$	41		$	249		$	—		$	1,464

MACY’S, INC.

Condensed Consolidating Statement of Operations

For 2009

(millions)



	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	12,791		$	16,700		$	(6,002	)	$	23,489
Cost of sales	—			(7,836		)	(12,073		)	5,936			(13,973		)
Gross margin	—			4,955			4,627			(66		)	9,516
Selling, general and administrative expenses	(8		)	(4,616		)	(3,504		)	66			(8,062		)
Gain on sale of properties, impairments, store closing costs and division consolidation costs.	—			(226		)	(165		)	—			(391		)
Operating income (loss)	(8		)	113			958			—			1,063
Interest (expense) income, net:
External	3			(558		)	(1		)	—			(556		)
Intercompany	(2		)	(153		)	155			—			—
Equity in earnings of subsidiaries	333			201			—			(534		)	—
Income (loss) before income taxes	326			(397		)	1,112			(534		)	507
Federal, state and local income tax benefit (expense)	3			232			(413		)	—			(178		)
Net income (loss)	$	329		$	(165	)	$	699		$	(534	)	$	329

MACY’S, INC.

Condensed Consolidating Statement of Cash Flows

For 2009

(millions)



	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	329		$	(165	)	$	699		$	(534	)	$	329
Gain on sale of properties, impairments, store closing costs and division consolidation costs	—			226			165			—			391
Equity in earnings of subsidiaries	(333		)	(201		)	—			534			—
Dividends received from subsidiaries	436			60			—			(496		)	—
Depreciation and amortization	—			619			591			—			1,210
(Increase) decrease in working capital	114			163			(245		)	—			32
Other, net	73			(96		)	(189		)	—			(212		)
Net cash provided by operating activities	619			606			1,021			(496		)	1,750
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	—			(147		)	(227		)	—			(374		)
Other, net	—			—			(3		)	—			(3		)
Net cash used by investing activities	—			(147		)	(230		)	—			(377		)
Cash flows from financing activities:
Debt repaid	—			(963		)	(3		)	—			(966		)
Dividends paid	(84		)	—			(496		)	496			(84		)
Issuance of common stock, net of common stock acquired	7			—			—			—			7
Intercompany activity, net	(247		)	493			(246		)	—			—
Other, net	(24		)	3			(8		)	—			(29		)
Net cash used by financing activities	(348		)	(467		)	(753		)	496			(1,072		)
Net increase (decrease) in cash and cash equivalents	271			(8		)	38			—			301
Cash and cash equivalents at beginning of period	1,047			68			270			—			1,385
Cash and cash equivalents at end of period	$	1,318		$	60		$	308		$	—		$	1,686