Condensed Consolidating Financial Information

Certain debt obligations of the Company, which constitute debt obligations of Macy's Retail Holdings, Inc. ("Subsidiary Issuer"), a wholly-owned subsidiary of Macy's, Inc. ("Parent"), 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 subsidiaries Macy's Merchandising Group International, LLC, Macy's Merchandising Group Procurement, LLC, Macy's Merchandising Group (Hong Kong) Limited, and Macy's Merchandising Group International (Hong Kong) Limited. "Subsidiary Issuer" includes operating divisions and non-guarantor subsidiaries of the Subsidiary Issuer on an equity basis. The assets and liabilities and results of operations of the non-guarantor subsidiaries of the Subsidiary Issuer are also reflected in "Other Subsidiaries."

Condensed Consolidating Balance Sheets as of April 28, 2012, April 30, 2011 and January 28, 2012, the related Condensed Consolidating Statements of Comprehensive Income (Loss) for the 13 weeks ended April 28, 2012 and April 30, 2011, and the related Condensed Consolidating Statements of Cash Flows for the 13 weeks ended April 28, 2012 and April 30, 2011 are presented on the following pages.

Condensed Consolidating Balance Sheet

As of April 28, 2012

(millions)



	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	1,520	$	36		$	335	$	—		$	1,891
Receivables	—		46			231		—			277
Merchandise inventories	—		2,840			2,625		—			5,465
Prepaid expenses and other current assets	—		89			311		—			400
Income taxes	43		—			—		(43		)	—
Total Current Assets	1,563		3,011			3,502		(43		)	8,033
Property and Equipment – net	—		4,736			3,623		—			8,359
Goodwill	—		3,315			428		—			3,743
Other Intangible Assets – net	—		145			444		—			589
Other Assets	4		70			479		—			553
Intercompany Receivable	1,398		—			2,754		(4,152		)	—
Investment in Subsidiaries	3,228		2,508			—		(5,736		)	—
Total Assets	$	6,193	$	13,785		$	11,230	$	(9,931	)	$	21,277
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	310		$	3	$	—		$	313
Merchandise accounts payable	—		1,106			1,240		—			2,346
Accounts payable and accrued liabilities	120		871			1,234		—			2,225
Income taxes	—		18			129		(43		)	104
Deferred income taxes	—		313			98		—			411
Total Current Liabilities	120		2,618			2,704		(43		)	5,399
Long-Term Debt	—		6,619			25		—			6,644
Intercompany Payable	—		4,152			—		(4,152		)	—
Deferred Income Taxes	7		341			780		—			1,128
Other Liabilities	33		795			1,245		—			2,073
Shareholders' Equity (Deficit)	6,033		(740		)	6,476		(5,736		)	6,033
Total Liabilities and Shareholders' Equity	$	6,193	$	13,785		$	11,230	$	(9,931	)	$	21,277

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the 13 Weeks Ended April 28, 2012

(millions)



	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	3,041		$	5,144		$	(2,042	)	$	6,143
Cost of sales	—			(1,956		)	(3,829		)	2,028			(3,757		)
Gross margin	—			1,085			1,315			(14		)	2,386
Selling, general and administrative expenses	(2		)	(1,060		)	(947		)	14			(1,995		)
Operating income (loss)	(2		)	25			368			—			391
Interest (expense) income, net:
External	1			(113		)	—			—			(112		)
Intercompany	(1		)	(35		)	36			—			—
Equity in earnings of subsidiaries	183			63			—			(246		)	—
Income (loss) before income taxes	181			(60		)	404			(246		)	279
Federal, state and local income tax benefit (expense)	—			35			(133		)	—			(98		)
Net income (loss)	$	181		$	(25	)	$	271		$	(246	)	$	181
Comprehensive income (loss)	$	204		$	(2	)	$	281		$	(279	)	$	204

Condensed Consolidating Statement of Cash Flows

For the 13 Weeks Ended April 28, 2012

(millions)



	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	181		$	(25	)	$	271		$	(246	)	$	181
Equity in earnings of subsidiaries	(183		)	(63		)	—			246			—
Dividends received from subsidiaries	188			—			—			(188		)	—
Depreciation and amortization	—			118			138			—			256
(Increase) decrease in working capital	(104		)	85			(170		)	—			(189		)
Other, net	2			38			(23		)	—			17
Net cash provided by operating activities	84			153			216			(188		)	265
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	—			(23		)	(168		)	—			(191		)
Other, net	—			—			(11		)	—			(11		)
Net cash used by investing activities	—			(23		)	(179		)	—			(202		)
Cash flows from financing activities:
Debt repaid	—			(794		)	(1		)	—			(795		)
Dividends paid	(83		)	—			(188		)	188			(83		)
Common stock acquired, net of issuance of common stock	(105		)	—			—			—			(105		)
Intercompany activity, net	(865		)	666			199			—			—
Other, net	(44		)	(4		)	32			—			(16		)
Net cash provided (used) by financing activities	(1,097		)	(132		)	42			188			(999		)
Net increase (decrease) in cash and cash equivalents	(1,013		)	(2		)	79			—			(936		)
Cash and cash equivalents at beginning of period	2,533			38			256			—			2,827
Cash and cash equivalents at end of period	$	1,520		$	36		$	335		$	—		$	1,891

Condensed Consolidating Balance Sheet

As of April 30, 2011

(millions)



	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	753	$	37		$	362	$	—		$	1,152
Receivables	—		35			190		—			225
Merchandise inventories	—		2,738			2,421		—			5,159
Prepaid expenses and other current assets	—		94			284		—			378
Income taxes	4		—			—		(4		)	—
Total Current Assets	757		2,904			3,257		(4		)	6,914
Property and Equipment – net	—		4,908			3,728		—			8,636
Goodwill	—		3,315			428		—			3,743
Other Intangible Assets – net	—		176			452		—			628
Other Assets	4		80			412		—			496
Deferred Income Tax Assets	96		—			—		(96		)	—
Intercompany Receivable	2,045		—			2,564		(4,609		)	—
Investment in Subsidiaries	2,944		2,696			—		(5,640		)	—
Total Assets	$	5,846	$	14,079		$	10,841	$	(10,349	)	$	20,417
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	738		$	3	$	—		$	741
Merchandise accounts payable	—		1,015			1,116		—			2,131
Accounts payable and accrued liabilities	101		857			1,113		—			2,071
Income taxes	—		35			37		(4		)	68
Deferred income taxes	—		291			106		—			397
Total Current Liabilities	101		2,936			2,375		(4		)	5,408
Long-Term Debt	—		6,315			28		—			6,343
Intercompany Payable	—		4,609			—		(4,609		)	—
Deferred Income Taxes	—		506			874		(96		)	1,284
Other Liabilities	57		683			954		—			1,694
Shareholders' Equity (Deficit)	5,688		(970		)	6,610		(5,640		)	5,688
Total Liabilities and Shareholders' Equity	$	5,846	$	14,079		$	10,841	$	(10,349	)	$	20,417

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the 13 Weeks Ended April 30, 2011

(millions)



	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	2,993		$	4,940		$	(2,044	)	$	5,889
Cost of sales	—			(1,923		)	(3,693		)	2,030			(3,586		)
Gross margin	—			1,070			1,247			(14		)	2,303
Selling, general and administrative expenses	(2		)	(1,105		)	(880		)	14			(1,973		)
Operating income (loss)	(2		)	(35		)	367			—			330
Interest (expense) income, net:
External	—			(116		)	—			—			(116		)
Intercompany	—			(50		)	50			—			—
Equity in earnings of subsidiaries	132			92			—			(224		)	—
Income (loss) before income taxes	130			(109		)	417			(224		)	214
Federal, state and local income tax benefit (expense)	1			56			(140		)	—			(83		)
Net income (loss)	$	131		$	(53	)	$	277		$	(224	)	$	131
Comprehensive income (loss)	$	134		$	(50	)	$	282		$	(232	)	$	134

Condensed Consolidating Statement of Cash Flows

For the 13 Weeks Ended April 30, 2011

(millions)



	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	131		$	(53	)	$	277		$	(224	)	$	131
Equity in earnings of subsidiaries	(132		)	(92		)	—			224			—
Dividends received from subsidiaries	100			—			—			(100		)	—
Depreciation and amortization	—			129			139			—			268
(Increase) decrease in working capital	(33		)	76			(233		)	—			(190		)
Other, net	(73		)	38			(107		)	—			(142		)
Net cash provided (used) by operating activities	(7		)	98			76			(100		)	67
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	—			(16		)	(74		)	—			(90		)
Other, net	—			37			(11		)	—			26
Net cash provided (used) by investing activities	—			21			(85		)	—			(64		)
Cash flows from financing activities:
Debt repaid	—			(335		)	—			—			(335		)
Dividends paid	(21		)	—			(100		)	100			(21		)
Issuance of common stock, net of common stock acquired	31			—			—			—			31
Intercompany activity, net	(381		)	214			167			—			—
Other, net	(43		)	(2		)	55			—			10
Net cash provided (used) by financing activities	(414		)	(123		)	122			100			(315		)
Net increase (decrease) in cash and cash equivalents	(421		)	(4		)	113			—			(312		)
Cash and cash equivalents at beginning of period	1,174			41			249			—			1,464
Cash and cash equivalents at end of period	$	753		$	37		$	362		$	—		$	1,152

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