10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended November 2, 2013

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from    to

Commission file number: 1-13536

Incorporated in Delaware	I.R.S. Employer Identification No.
	13-3324058

7 West Seventh Street

Cincinnati, Ohio 45202

(513) 579-7000

and

151 West 34th Street

New York, New York 10001

(212) 494-1602

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 (Section 232.405 of this chapter) 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ý	Accelerated filer  o	Non-accelerated filer  o	Smaller reporting company  o
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at November 29, 2013
Common Stock, $0.01 par value per share	368,481,994 shares

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MACY’S, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(millions, except per share figures)

	13 Weeks Ended						39 Weeks Ended
	November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
Net sales	$	6,276		$	6,075		$	18,729		$	18,336
Cost of sales	(3,817		)	(3,672		)	(11,261		)	(10,984		)
Gross margin	2,459			2,403			7,468			7,352
Selling, general and administrative expenses	(2,099		)	(2,078		)	(6,139		)	(6,082		)
Operating income	360			325			1,329			1,270
Interest expense	(97		)	(104		)	(291		)	(322		)
Interest income	1			1			2			2
Income before income taxes	264			222			1,040			950
Federal, state and local income tax expense	(87		)	(77		)	(365		)	(345		)
Net income	$	177		$	145		$	675		$	605
Basic earnings per share	$	.47		$	.36		$	1.77		$	1.48
Diluted earnings per share	$	.47		$	.36		$	1.74		$	1.45

The accompanying notes are an integral part of these Consolidated Financial Statements.

2

MACY’S, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(millions)

	13 Weeks Ended						39 Weeks Ended
	November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
Net income	$	177		$	145		$	675		$	605
Other comprehensive income:
Amortization of net actuarial loss and prior service credit on post employment and postretirement benefit plans included in net income, before tax	38			37			117			115
Tax effect related to items of other comprehensive income	(14		)	(13		)	(45		)	(44		)
Total other comprehensive income, net of tax effect	24			24			72			71
Comprehensive income	$	201		$	169		$	747		$	676

The accompanying notes are an integral part of these Consolidated Financial Statements.

3

MACY’S, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(millions)

	November 2, 2013		February 2, 2013		October 27, 2012
ASSETS
Current Assets:
Cash and cash equivalents	$	1,171	$	1,836	$	1,264
Receivables	276		371		281
Merchandise inventories	7,716		5,308		7,208
Prepaid expenses and other current assets	397		361		410
Total Current Assets	9,560		7,876		9,163
Property and Equipment - net of accumulated depreciation and amortization of $6,555, $5,947 and $6,584	7,950		8,196		8,212
Goodwill	3,743		3,743		3,743
Other Intangible Assets – net	535		561		570
Other Assets	658		615		582
Total Assets	$	22,446	$	20,991	$	22,270
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	465	$	124	$	123
Merchandise accounts payable	3,897		1,579		3,627
Accounts payable and accrued liabilities	2,323		2,610		2,419
Income taxes	78		355		89
Deferred income taxes	423		407		426
Total Current Liabilities	7,186		5,075		6,684
Long-Term Debt	6,732		6,806		6,817
Deferred Income Taxes	1,225		1,238		1,182
Other Liabilities	1,861		1,821		2,024
Shareholders’ Equity	5,442		6,051		5,563
Total Liabilities and Shareholders’ Equity	$	22,446	$	20,991	$	22,270

The accompanying notes are an integral part of these Consolidated Financial Statements.

4

MACY’S, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(millions)

	39 Weeks Ended
	November 2, 2013			October 27, 2012
Cash flows from operating activities:
Net income	$	675		$	605
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	761			782
Stock-based compensation expense	48			47
Amortization of financing costs and premium on acquired debt	(7		)	(10		)
Changes in assets and liabilities:
Decrease in receivables	102			91
Increase in merchandise inventories	(2,408		)	(2,091		)
(Increase) decrease in prepaid expenses and other current assets	(25		)	58
Decrease in other assets not separately identified	1			23
Increase in merchandise accounts payable	2,155			1,941
Decrease in accounts payable and accrued liabilities not separately identified	(320		)	(323		)
Decrease in current income taxes	(277		)	(282		)
Increase (decrease) in deferred income taxes	(43		)	14
Increase in other liabilities not separately identified	157			34
Net cash provided by operating activities	819			889
Cash flows from investing activities:
Purchase of property and equipment	(381		)	(464		)
Capitalized software	(180		)	(169		)
Disposition of property and equipment	30			36
Other, net	(10		)	(18		)
Net cash used by investing activities	(541		)	(615		)
Cash flows from financing activities:
Debt issued	400			—
Financing costs	(10		)	—
Debt repaid	(121		)	(803		)
Dividends paid	(267		)	(246		)
Increase in outstanding checks	73			38
Acquisition of treasury stock	(1,228		)	(1,018		)
Issuance of common stock	210			192
Net cash used by financing activities	(943		)	(1,837		)
Net decrease in cash and cash equivalents	(665		)	(1,563		)
Cash and cash equivalents beginning of period	1,836			2,827
Cash and cash equivalents end of period	$	1,171		$	1,264
Supplemental cash flow information:
Interest paid	$	268		$	304
Interest received	1			2
Income taxes paid (net of refunds received)	582			591

The accompanying notes are an integral part of these Consolidated Financial Statements.

5

MACY’S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.    Summary of Significant Accounting Policies

Nature of Operations

Macy's, Inc. and subsidiaries (the "Company") is an omnichannel retail organization operating stores and Internet websites under two brands (Macy's and Bloomingdale's) 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's operations include approximately 840 stores, including thirteen Bloomingdale's Outlets, in 45 states, the District of Columbia, Guam and Puerto Rico, as well as macys.com and bloomingdales.com. In addition, Bloomingdale's in Dubai, United Arab Emirates is operated under a license agreement with Al Tayer Insignia, a company of Al Tayer Group, LLC.

A description of the Company's significant accounting policies is included in the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2013 (the "2012 10-K"). The accompanying Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto in the 2012 10-K.

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.

The Consolidated Financial Statements for the 13 and 39 weeks endedNovember 2, 2013 and October 27, 2012, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) considered necessary to present fairly, in all material respects, the consolidated financial position and results of operations of the Company.

Seasonality

Because of the seasonal nature of the retail business, the results of operations for the 13 and 39 weeks endedNovember 2, 2013 and October 27, 2012 (which do not include the Christmas season) are not necessarily indicative of such results for the full fiscal year.

Comprehensive Income

Total comprehensive income represents the change in equity during a period from sources other than transactions with shareholders and, as such, includes net income. For the Company, the only other component of total comprehensive income for the 13 and 39 weeks endedNovember 2, 2013 and October 27, 2012 is the amortization of post employment and postretirement plan items. These reclassifications out of accumulated other comprehensive loss are included in the computation of net periodic benefit costs and are included in selling, general and administrative expenses on the Consolidated Statements of Income. See Note 4, "Benefit Plans," for further information.

6

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

2.    Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per share:

	13 Weeks Ended
	November 2, 2013					October 27, 2012
	Net Income				Shares	Net Income				Shares
	(millions, except per share data)
Net income and average number of shares outstanding	$	177			373.9	$	145			400.3
Shares to be issued under deferred compensation and other plans					0.9					1.0
	$	177			374.8	$	145			401.3
Basic earnings per share			$	0.47				$	0.36
Effect of dilutive securities:
Stock options, restricted stock and restricted stock units					5.4					6.6
	$	177			380.2	$	145			407.9
Diluted earnings per share			$	0.47				$	0.36

	39 Weeks Ended
	November 2, 2013					October 27, 2012
	Net Income				Shares	Net Income				Shares
	(millions, except per share data)
Net income and average number of shares outstanding	$	675			380.8	$	605			408.7
Shares to be issued under deferred compensation and other plans					1.0					1.2
	$	675			381.8	$	605			409.9
Basic earnings per share			$	1.77				$	1.48
Effect of dilutive securities:
Stock options, restricted stock and restricted stock units					6.2					6.6
	$	675			388.0	$	605			416.5
Diluted earnings per share			$	1.74				$	1.45

In addition to the stock options, restricted stock and restricted stock units reflected in the foregoing tables, stock options to purchase 6.6 million shares of common stock and restricted stock units relating to 1.8 million shares of common stock were outstanding at November 2, 2013, but were not included in the computation of diluted earnings per share for the 13 or 39 weeks endedNovember 2, 2013 because their inclusion would have been antidilutive or they were subject to performance conditions that had not been met.

In addition to the stock options, restricted stock and restricted stock units reflected in the foregoing tables, stock options to purchase 7.6 million shares of common stock and restricted stock units relating to 2.5 million shares of common stock were outstanding at October 27, 2012, but were not included in the computation of diluted earnings per share for the 13 or 39 weeks endedOctober 27, 2012 because their inclusion would have been antidilutive or they were subject to performance conditions that had not been met.

7

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

3.    Financing Activities

The following table shows the detail of debt repayments:

	39 Weeks Ended
	November 2, 2013		October 27, 2012
	(millions)
7.625% Senior debentures due 2013	$	109	$	—
5.35% Senior notes due 2012	—		616
8.0% Senior debentures due 2012	—		173
9.5% amortizing debentures due 2021	4		4
9.75% amortizing debentures due 2021	2		2
Capital leases and other obligations	6		8
	$	121	$	803

During the 39 weeks endedNovember 2, 2013, the Company repaid $109 million of indebtedness at maturity.

On March 29, 2012, the Company redeemed the $173 million of 8.0% senior debentures due July 15, 2012, as allowed under the terms of the indenture. The price for the redemption was calculated pursuant to the indenture and resulted in the recognition of additional interest expense of $4 million. In addition, the Company repaid $616 million of 5.35% senior notes due March 15, 2012 at maturity.

On September 6, 2013, the Company issued $400 million aggregate principal amount of 4.375% senior notes due 2023. The proceeds will be used for general corporate purposes, which may include working capital, capital expenditures, retirement of indebtedness and repurchasing outstanding common stock.

During the 39 weeks endedNovember 2, 2013, the Company repurchased approximately 27.6 million shares of its common stock pursuant to existing stock purchase authorizations for a total of approximately $1,254 million. As of November 2, 2013, the Company had $1,748 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.

The Company entered into a credit agreement with certain financial institutions on May 10, 2013 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 10, 2018 and replaces the previous facility which was set to expire June 20, 2015. As of and during the 39 weeks ended November 2, 2013, the Company had no borrowings outstanding under its then existing credit agreements, and as of the date of this report, the Company does not expect to borrow under its new credit agreement during fiscal 2013.

4.    Benefit Plans

The Company has a funded defined benefit plan ("Pension Plan") and a defined contribution plan, which cover substantially all employees who work 1,000 hours or more in a year. Effective January 1, 2012, the Pension Plan was closed to new participants, with limited exceptions. The Company also has an unfunded defined benefit supplementary retirement plan ("SERP"), which provides benefits, for certain employees, in excess of qualified plan limitations. Effective January 2, 2012, the SERP was closed to new participants. After December 31, 2013, with limited exceptions, employees will no longer earn future pension service credits under the Pension Plan and SERP, and retirement benefits attributable to service after that date will be provided solely through defined contribution plans.

In addition, certain retired employees currently are provided with specified health care and life insurance benefits ("Postretirement Obligations"). Eligibility requirements for such benefits vary, 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.

8

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

In March 2010, President Obama signed into law the "Patient Protection and Affordable Care Act" and the "Health Care and Education Affordability Reconciliation Act of 2010" (the "2010 Acts"). The 2010 Acts contain provisions which impact the accounting for postretirement obligations. Based on the analysis to date, the impact of the provisions in the 2010 Acts on the Company's postretirement obligations has not and is not expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows. The Company continues to evaluate the impact of the 2010 Acts on the active and retiree benefit plans offered by the Company.

The actuarially determined components of the net periodic benefit cost are as follows:

	13 Weeks Ended						39 Weeks Ended
	November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
	(millions)
Pension Plan
Service cost	$	28		$	30		$	84		$	88
Interest cost	36			40			107			118
Expected return on assets	(60		)	(64		)	(181		)	(190		)
Recognition of net actuarial loss	34			35			105			106
Amortization of prior service credit	—			(1		)	—			(1		)
	$	38		$	40		$	115		$	121
Supplementary Retirement Plan
Service cost	$	2		$	1		$	5		$	4
Interest cost	8			9			24			26
Recognition of net actuarial loss	4			4			14			13
Amortization of prior service credit	—			—			—			—
	$	14		$	14		$	43		$	43
Postretirement Obligations
Service cost	$	—		$	—		$	—		$	—
Interest cost	2			3			7			9
Recognition of net actuarial gain	—			(1		)	(2		)	(3		)
Amortization of prior service cost	—			—			—			—
	$	2		$	2		$	5		$	6

5.    Fair Value Measurements

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:

	November 2, 2013								October 27, 2012
			Fair Value Measurements								Fair Value Measurements
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		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)
	(millions)
Marketable equity and debt securities	$	78	$	—	$	78	$	—	$	83	$	—	$	83	$	—

9

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Other financial instruments not measured at fair value on a recurring basis include cash and cash equivalents, receivables, 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:

	November 2, 2013						October 27, 2012
	Notional Amount		Carrying Amount		Fair Value		Notional Amount		Carrying Amount		Fair Value
	(millions)
Long-term debt	$	6,522	$	6,701	$	7,002	$	6,583	$	6,784	$	7,736

6.    Condensed Consolidating Financial Information

Certain debt obligations of the Company, which constitute debt obligations of Macy's Retail Holdings, Inc. ("Subsidiary Issuer"), a 100%-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) and its subsidiary 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, 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 November 2, 2013, October 27, 2012 and February 2, 2013, the related Condensed Consolidating Statements of Comprehensive Income for the 13 and 39 weeks endedNovember 2, 2013 and October 27, 2012, and the related Condensed Consolidating Statements of Cash Flows for the 39 weeks endedNovember 2, 2013 and October 27, 2012 are presented on the following pages.

10

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Balance Sheet

As of November 2, 2013

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	807	$	21		$	343	$	—		$	1,171
Receivables	—		44			232		—			276
Merchandise inventories	—		3,946			3,770		—			7,716
Prepaid expenses and other current assets	—		99			298		—			397
Income taxes	38		—			—		(38		)	—
Total Current Assets	845		4,110			4,643		(38		)	9,560
Property and Equipment – net	—		4,531			3,419		—			7,950
Goodwill	—		3,315			428		—			3,743
Other Intangible Assets – net	—		103			432		—			535
Other Assets	4		73			581		—			658
Deferred income taxes	3		—			—		(3		)	—
Intercompany Receivable	464		—			3,218		(3,682		)	—
Investment in Subsidiaries	4,320		2,753			—		(7,073		)	—
Total Assets	$	5,636	$	14,885		$	12,721	$	(10,796	)	$	22,446
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	463		$	2	$	—		$	465
Merchandise accounts payable	—		1,812			2,085		—			3,897
Accounts payable and accrued liabilities	107		965			1,251		—			2,323
Income taxes	—		6			110		(38		)	78
Deferred income taxes	—		322			101		—			423
Total Current Liabilities	107		3,568			3,549		(38		)	7,186
Long-Term Debt	—		6,711			21		—			6,732
Intercompany Payable	—		3,682			—		(3,682		)	—
Deferred Income Taxes	—		450			778		(3		)	1,225
Other Liabilities	87		619			1,155		—			1,861
Shareholders' Equity (Deficit)	5,442		(145		)	7,218		(7,073		)	5,442
Total Liabilities and Shareholders' Equity	$	5,636	$	14,885		$	12,721	$	(10,796	)	$	22,446

11

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income

For the 13 Weeks EndedNovember 2, 2013

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	2,979		$	6,337		$	(3,040	)	$	6,276
Cost of sales	—			(1,930		)	(4,913		)	3,026			(3,817		)
Gross margin	—			1,049			1,424			(14		)	2,459
Selling, general and administrative expenses	(2		)	(1,113		)	(998		)	14			(2,099		)
Operating income (loss)	(2		)	(64		)	426			—			360
Interest (expense) income, net:
External	1			(96		)	(1		)	—			(96		)
Intercompany	(1		)	(39		)	40			—			—
Equity in earnings of subsidiaries	178			(15		)	—			(163		)	—
Income (loss) before income taxes	176			(214		)	465			(163		)	264
Federal, state and local income tax benefit (expense)	1			56			(144		)	—			(87		)
Net income (loss)	$	177		$	(158	)	$	321		$	(163	)	$	177
Comprehensive income (loss)	$	201		$	(134	)	$	331		$	(197	)	$	201

12

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income

For the 39 Weeks EndedNovember 2, 2013

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	8,911		$	16,716		$	(6,898	)	$	18,729
Cost of sales	—			(5,590		)	(12,529		)	6,858			(11,261		)
Gross margin	—			3,321			4,187			(40		)	7,468
Selling, general and administrative expenses	(7		)	(3,217		)	(2,955		)	40			(6,139		)
Operating income (loss)	(7		)	104			1,232			—			1,329
Interest (expense) income, net:
External	1			(289		)	(1		)	—			(289		)
Intercompany	(1		)	(118		)	119			—			—
Equity in earnings of subsidiaries	679			129			—			(808		)	—
Income (loss) before income taxes	672			(174		)	1,350			(808		)	1,040
Federal, state and local income tax benefit (expense)	3			93			(461		)	—			(365		)
Net income (loss)	$	675		$	(81	)	$	889		$	(808	)	$	675
Comprehensive income (loss)	$	747		$	(9	)	$	919		$	(910	)	$	747

13

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Statement of Cash Flows

For the 39 Weeks EndedNovember 2, 2013

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	675		$	(81	)	$	889		$	(808	)	$	675
Equity in earnings of subsidiaries	(679		)	(129		)	—			808			—
Dividends received from subsidiaries	458			—			—			(458		)	—
Depreciation and amortization	—			349			412			—			761
Increase in working capital	(34		)	(185		)	(554		)	—			(773		)
Other, net	16			107			33			—			156
Net cash provided by operating activities	436			61			780			(458		)	819
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	—			(206		)	(325		)	—			(531		)
Other, net	—			—			(10		)	—			(10		)
Net cash used by investing activities	—			(206		)	(335		)	—			(541		)
Cash flows from financing activities:
Debt issued, net of debt repaid	—			281			(2		)	—			279
Dividends paid	(267		)	—			(458		)	458			(267		)
Common stock acquired, net of issuance of common stock	(1,018		)	—			—			—			(1,018		)
Intercompany activity, net	224			(159		)	(65		)	—			—
Other, net	(106		)	3			166			—			63
Net cash provided (used) by financing activities	(1,167		)	125			(359		)	458			(943		)
Net increase (decrease) in cash and cash equivalents	(731		)	(20		)	86			—			(665		)
Cash and cash equivalents at beginning of period	1,538			41			257			—			1,836
Cash and cash equivalents at end of period	$	807		$	21		$	343		$	—		$	1,171

14

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Balance Sheet

As of October 27, 2012

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	938	$	36		$	290	$	—		$	1,264
Receivables	—		31			250		—			281
Merchandise inventories	—		3,712			3,496		—			7,208
Prepaid expenses and other current assets	—		103			307		—			410
Income taxes	127		—			—		(127		)	—
Total Current Assets	1,065		3,882			4,343		(127		)	9,163
Property and Equipment – net	—		4,696			3,516		—			8,212
Goodwill	—		3,315			428		—			3,743
Other Intangible Assets – net	—		131			439		—			570
Other Assets	4		65			513		—			582
Deferred Income Taxes	11		—			—		(11		)	—
Intercompany Receivable	1,260		—			3,114		(4,374		)	—
Investment in Subsidiaries	3,467		2,675			—		(6,142		)	—
Total Assets	$	5,807	$	14,764		$	12,353	$	(10,654	)	$	22,270
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	121		$	2	$	—		$	123
Merchandise accounts payable	—		1,730			1,897		—			3,627
Accounts payable and accrued liabilities	212		919			1,288		—			2,419
Income taxes	—		54			162		(127		)	89
Deferred income taxes	—		322			104		—			426
Total Current Liabilities	212		3,146			3,453		(127		)	6,684
Long-Term Debt	—		6,793			24		—			6,817
Intercompany Payable	—		4,374			—		(4,374		)	—
Deferred Income Taxes	—		389			804		(11		)	1,182
Other Liabilities	32		746			1,246		—			2,024
Shareholders' Equity (Deficit)	5,563		(684		)	6,826		(6,142		)	5,563
Total Liabilities and Shareholders' Equity	$	5,807	$	14,764		$	12,353	$	(10,654	)	$	22,270

15

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income

For the 13 Weeks EndedOctober 27, 2012

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	2,979		$	5,820		$	(2,724	)	$	6,075
Cost of sales	—			(1,901		)	(4,480		)	2,709			(3,672		)
Gross margin	—			1,078			1,340			(15		)	2,403
Selling, general and administrative expenses	(2		)	(1,132		)	(959		)	15			(2,078		)
Operating income (loss)	(2		)	(54		)	381			—			325
Interest (expense) income, net:
External	—			(103		)	—			—			(103		)
Intercompany	—			(35		)	35			—			—
Equity in earnings of subsidiaries	147			29			—			(176		)	—
Income (loss) before income taxes	145			(163		)	416			(176		)	222
Federal, state and local income tax benefit (expense)	—			50			(127		)	—			(77		)
Net income (loss)	$	145		$	(113	)	$	289		$	(176	)	$	145
Comprehensive income (loss)	$	169		$	(89	)	$	299		$	(210	)	$	169

16

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income

For the 39 Weeks EndedOctober 27, 2012

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	9,024		$	15,672		$	(6,360	)	$	18,336
Cost of sales	—			(5,640		)	(11,661		)	6,317			(10,984		)
Gross margin	—			3,384			4,011			(43		)	7,352
Selling, general and administrative expenses	(6		)	(3,282		)	(2,837		)	43			(6,082		)
Operating income (loss)	(6		)	102			1,174			—			1,270
Interest (expense) income, net:
External	1			(320		)	(1		)	—			(320		)
Intercompany	(1		)	(106		)	107			—			—
Equity in earnings of subsidiaries	609			222			—			(831		)	—
Income (loss) before income taxes	603			(102		)	1,280			(831		)	950
Federal, state and local income tax benefit (expense)	2			87			(434		)	—			(345		)
Net income (loss)	$	605		$	(15	)	$	846		$	(831	)	$	605
Comprehensive income	$	676		$	56		$	876		$	(932	)	$	676

17

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Statement of Cash Flows

For the 39 Weeks EndedOctober 27, 2012

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	605		$	(15	)	$	846		$	(831	)	$	605
Equity in earnings of subsidiaries	(609		)	(222		)	—			831			—
Dividends received from subsidiaries	455			—			—			(455		)	—
Depreciation and amortization	—			356			426			—			782
Increase in working capital	(173		)	(66		)	(367		)	—			(606		)
Other, net	(17		)	64			61			—			108
Net cash provided by operating activities	261			117			966			(455		)	889
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	—			(210		)	(387		)	—			(597		)
Other, net	—			—			(18		)	—			(18		)
Net cash used by investing activities	—			(210		)	(405		)	—			(615		)
Cash flows from financing activities:
Debt repaid	—			(800		)	(3		)	—			(803		)
Dividends paid	(246		)	—			(455		)	455			(246		)
Common stock acquired, net of issuance of common stock	(826		)	—			—			—			(826		)
Intercompany activity, net	(733		)	892			(159		)	—			—
Other, net	(51		)	(1		)	90			—			38
Net cash provided (used) by financing activities	(1,856		)	91			(527		)	455			(1,837		)
Net increase (decrease) in cash and cash equivalents	(1,595		)	(2		)	34			—			(1,563		)
Cash and cash equivalents at beginning of period	2,533			38			256			—			2,827
Cash and cash equivalents at end of period	$	938		$	36		$	290		$	—		$	1,264

18

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Balance Sheet

As of February 2, 2013

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	1,538	$	41		$	257	$	—		$	1,836
Receivables	—		58			313		—			371
Merchandise inventories	—		2,804			2,504		—			5,308
Prepaid expenses and other current assets	—		97			264		—			361
Income taxes	30		—			—		(30		)	—
Total Current Assets	1,568		3,000			3,338		(30		)	7,876
Property and Equipment – net	—		4,649			3,547		—			8,196
Goodwill	—		3,315			428		—			3,743
Other Intangible Assets – net	—		124			437		—			561
Other Assets	3		71			541		—			615
Intercompany Receivable	641		—			3,190		(3,831		)	—
Investment in Subsidiaries	4,027		2,595			—		(6,622		)	—
Total Assets	$	6,239	$	13,754		$	11,481	$	(10,483	)	$	20,991
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	121		$	3	$	—		$	124
Merchandise accounts payable	—		733			846		—			1,579
Accounts payable and accrued liabilities	119		1,023			1,468		—			2,610
Income taxes	—		69			316		(30		)	355
Deferred income taxes	—		323			84		—			407
Total Current Liabilities	119		2,269			2,717		(30		)	5,075
Long-Term Debt	—		6,783			23		—			6,806
Intercompany Payable	—		3,831			—		(3,831		)	—
Deferred Income Taxes	11		410			817		—			1,238
Other Liabilities	58		596			1,167		—			1,821
Shareholders' Equity (Deficit)	6,051		(135		)	6,757		(6,622		)	6,051
Total Liabilities and Shareholders' Equity	$	6,239	$	13,754		$	11,481	$	(10,483	)	$	20,991

19

MACY'S, INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

For purposes of the following discussion, all references to "third quarter of 2013" and "third quarter of 2012" are to the Company's 13-week fiscal periods ended November 2, 2013 and October 27, 2012, respectively, and all references to "2013" and "2012" are to the Company's 39-week fiscal periods ended November 2, 2013 and October 27, 2012, respectively.

The following discussion should be read in conjunction with the Consolidated Financial Statements and the related notes included elsewhere in this report, as well as the financial and other information included in the 2012 10-K. The following discussion 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 "Forward-Looking Statements") and in the 2012 10-K (particularly in "Risk Factors").

Overview

The Company is an omnichannel retail organization operating stores and websites under two brands (Macy's and Bloomingdale's) 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's operations include approximately 840 stores, including thirteen Bloomingdale's Outlets, in 45 states, the District of Columbia, Guam and Puerto Rico, as well as macys.com and bloomingdales.com. In addition, Bloomingdale's in Dubai, United Arab Emirates is operated under a license agreement with Al Tayer Insignia, a company of Al Tayer Group, LLC.

The Company is focused on three key strategies for continued growth in sales, earnings and cash flow in the years ahead: (i) maximizing the My Macy's localization initiative; (ii) driving the omnichannel business; and (iii) embracing customer centricity, including engaging customers on the selling floor through the MAGIC Selling program.

Through the My Macy's localization initiative, the Company has invested in talent, technology and marketing which ensures that core customers surrounding each Macy's store find merchandise assortments, size ranges, marketing programs and shopping experiences that are custom-tailored to their needs. My Macy's has provided for more local decision-making in every Macy's community, and involves tailoring merchandise assortments, space allocations, service levels, visual merchandising and special events on a store-by-store basis.

The Company's omnichannel strategy allows customers to shop seamlessly in stores, online and via mobile devices. A pivotal part of the omnichannel strategy is the Company's ability to allow associates in any store to sell a product that may be unavailable locally by selecting merchandise from other stores or online fulfillment centers for shipment to the customer's door. Likewise, the Company's online fulfillment centers can draw on store inventories nationwide to fill orders that originate on the Internet or via mobile devices. As of November 2, 2013, approximately 500 Macy's stores are fulfilling orders from other stores, the Internet and mobile devices, compared to 292 stores as of February 2, 2013.

Macy's MAGIC Selling program is an approach to customer engagement that helps Macy's to better understand the needs of customers, as well as to provide options and advice. This comprehensive ongoing training and coaching program is designed to improve the in-store shopping experience.

During 2013, the Company opened new Macy's stores in Gurnee, Illinois and Victorville, California, expanded into an additional Macy's location in an existing mall in Las Vegas, Nevada, opened a Macy's replacement store in Bay Shore, New York and opened a new Bloomingdale's Outlet store in Rosemont, Illinois. In addition, a new Bloomingdale's store in Glendale, California opened in early November 2013. A Macy's store was closed in St. Louis, Missouri and the Macy's men's and furniture store in Sacramento, California was consolidated into a nearby full-line store during 2013.

During 2012 and including November 2012, the Company opened new Macy's stores in Milwaukee, Wisconsin and Salt Lake City, Utah and new Bloomingdale's Outlet stores in Dallas, Texas; Garden City, New York; Grand Prairie, Texas; Livermore, California; and Merrimack, New Hampshire.

20

MACY'S, INC.

The Company's operations are impacted by competitive pressures from department stores, specialty stores, mass merchandisers, Internet websites 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, a slowly improving housing market, a rising stock market, uncertainty regarding governmental spending and tax policies, high unemployment levels and tightened consumer credit. 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.

The effects of economic conditions have been, and may continue to be, experienced differently, or 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 the Company's Macy's-branded and Bloomingdale's-branded operations. All economic conditions, however, ultimately affect the Company's overall operations.

Based on its assessment of current and anticipated market conditions and its recent performance, the Company is assuming that its comparable sales in fiscal 2013 will increase in the range of 2.0% to 2.9% from 2012 levels and that its diluted earnings per share in fiscal 2013 will be in the range of $3.80 to $3.90.

Results of Operations

Comparison of the Third Quarter of 2013 and the Third Quarter of 2012

	Third Quarter of 2013							Third Quarter of 2012
	Amount				% to Sales			Amount				% to Sales
	(dollars in millions, except per share figures)
Net sales	$	6,276						$	6,075
Increase in sales	3.3			%				3.8			%
Increase in comparable sales	3.5			%				3.7			%
Cost of sales	(3,817		)		(60.8	)	%	(3,672		)		(60.4	)	%
Gross margin	2,459				39.2		%	2,403				39.6		%
Selling, general and administrative expenses	(2,099		)		(33.5	)	%	(2,078		)		(34.2	)	%
Operating income	360				5.7		%	325				5.4		%
Interest expense - net	(96		)					(103		)
Income before income taxes	264							222
Federal, state and local income tax expense	(87		)					(77		)
Net income	$	177			2.8		%	$	145			2.4		%
Diluted earnings per share	$	0.47						$	0.36

Net Income

Net income for the third quarter of 2013 increased $32 million or 22.1% compared to the third quarter of 2012, reflecting the benefits of the key strategies at Macy's and lower net interest expense.

Net Sales

Net sales for the third quarter of 2013 increased $201 million or 3.3% compared to the third quarter of 2012. The Company benefited from the successful execution of the My Macy's localization, Omnichannel and MAGIC selling strategies. Geographically, sales in the third quarter of 2013 were strongest in the southern regions and the northeast. Bloomingdale's also had strong sales during the third quarter of 2013. By family of business, sales in the third quarter of 2013 were stronger in women's apparel and center core, including handbags, cosmetics, fine jewelry, intimate apparel and boots. Men's active, tailored clothing and cold weather merchandise also had strong sales in the third quarter of 2013, as did furniture, mattresses, textiles and housewares. Sales in the third quarter of 2013 were less strong in juniors, watches and luggage.

21

MACY'S, INC.

On a comparable basis, net sales for the third quarter of 2013 were up 3.5% compared to the third quarter of 2012. Together with sales from departments licensed to third parties, third quarter of 2013 sales on a comparable basis were up 4.6%. (See page 24 for a reconciliation of this non-GAAP measure to the most comparable GAAP measure and other important information.) The Company calculates comparable sales as sales from stores in operation throughout 2012 and 2013 and all Internet sales. The Company licenses third parties to operate certain departments in its stores and receives commissions from these third parties based on a percentage of their net sales. Neither the licensed department sales nor the commissions received are included in the calculation of comparable sales. Stores undergoing remodeling, expansion or relocation remain in the comparable sales calculation unless the store is closed for a significant period of time. Definitions and calculations of comparable sales figures differ among companies in the retail industry.

Cost of Sales

Cost of sales for the third quarter of 2013 increased $145 million from the third quarter of 2012. The cost of sales rate as a percent to net sales was 40 basis points higher, compared to the third quarter of 2012, reflecting higher markdowns as a percent to net sales, as well as the growth in the omnichannel business and the resulting impact of free shipping. The application of the last-in, first-out (LIFO) retail inventory method did not result in the recognition of any LIFO charges or credits affecting cost of sales in either period.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses for the third quarter of 2013 increased $21 million or 1.0% from the third quarter of 2012. The SG&A rate as a percent to net sales was 70 basis points lower in the third quarter of 2013, as compared to the third quarter of 2012, reflecting increased net sales. SG&A expenses in the third quarter of 2013 were impacted by continued investments in the Company's omnichannel operations and additional marketing expense, partially offset by lower depreciation and amortization expense and higher income from credit operations. Income from credit operations was $170 million in the third quarter of 2013, compared to $162 million in the third quarter of 2012, reflecting continued improvement in collection rates. The Company expects to continue to experience higher income from credit operations in the near term; however, the increase for the fourth quarter of 2013 compared to the fourth quarter of 2012 is expected to be more comparable to the period-over-period increase experienced for the third quarter of 2013, as opposed to the greater period-over-period increases experienced for the first and second quarters of 2013.

Net Interest Expense

Net interest expense for the third quarter of 2013 decreased $7 million from the third quarter of 2012. Net interest expense for the third quarter of 2013 benefited from lower rates on outstanding borrowings as compared to the third quarter of 2012.

Effective Tax Rate

The Company's effective tax rate of 33.0% for the third quarter of 2013 and 34.5% for the third quarter of 2012 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, and also from the benefit of tax credits.

22

MACY'S, INC.

Comparison of the 39 Weeks EndedNovember 2, 2013 and October 27, 2012

	2013							2012
	Amount				% to Sales			Amount				% to Sales
	(dollars in millions, except per share figures)
Net sales	$	18,729						$	18,336
Increase in sales	2.1			%				3.7			%
Increase in comparable sales	2.2			%				3.7			%
Cost of sales	(11,261		)		(60.1	)	%	(10,984		)		(59.9	)	%
Gross margin	7,468				39.9		%	7,352				40.1		%
Selling, general and administrative expenses	(6,139		)		(32.8	)	%	(6,082		)		(33.2	)	%
Operating income	1,329				7.1		%	1,270				6.9		%
Interest expense - net	(289		)					(320		)
Income before income taxes	1,040							950
Federal, state and local income tax expense	(365		)					(345		)
Net income	$	675			3.6		%	$	605			3.3		%
Diluted earnings per share	$	1.74						$	1.45

Net Income

Net income for 2013 increased $70 million or 11.6% compared to net income for 2012, reflecting the benefits of the key strategies at Macy's and lower net interest expense.

Net Sales

Net sales for 2013 increased $393 million or 2.1% compared to 2012. The Company benefited from the successful execution of the My Macy's localization, Omnichannel and MAGIC selling strategies. Geographically, sales in 2013 were strongest in the southern regions. By family of business, sales in 2013 were strongest in handbags, active apparel, men's, home textiles, furniture and mattresses. Sales in 2013 were less strong in juniors.

On a comparable basis, net sales for 2013 were up 2.2% compared to 2012. Together with sales from departments licensed to third parties, 2013 sales on a comparable basis were up 3.1%. (See page 24 for a reconciliation of this non-GAAP measure to the most comparable GAAP measure and other important information.) The Company calculates comparable sales as sales from stores in operation throughout 2012 and 2013 and all Internet sales. The Company licenses third parties to operate certain departments in its stores and receives commissions from these third parties based on a percentage of their net sales. Neither the licensed department sales nor the commissions received are included in the calculation of comparable sales. Stores undergoing remodeling, expansion or relocation remain in the comparable sales calculation unless the store is closed for a significant period of time. Definitions and calculations of comparable sales figures differ among companies in the retail industry.

Cost of Sales

Cost of sales for 2013 increased $277 million from 2012. The cost of sales rate as a percent to net sales was 20 basis points higher, compared to 2012, reflecting the growth in the omnichannel business and the resulting impact of free shipping. The application of the last-in, first-out (LIFO) retail inventory method did not result in the recognition of any LIFO charges or credits affecting cost of sales in either period.

23

MACY'S, INC.

Selling, General and Administrative Expenses

SG&A expenses for 2013 increased $57 million or 0.9% from 2012. The SG&A rate as a percent to net sales was 40 basis points lower in 2013, as compared to 2012, reflecting increased net sales. SG&A expenses in 2013 were impacted by higher selling costs as a result of higher sales and continued investments in the Company's omnichannel operations, partially offset by higher income from credit operations. Income from credit operations was $513 million in 2013, compared to $451 million in 2012, reflecting continued improvement in collection rates. The Company expects to continue to experience higher income from credit operations in the near term; however, the increase for the fourth quarter of 2013 compared to the fourth quarter of 2012 is expected to be more comparable to the period-over-period increase experienced for the third quarter of 2013, as opposed to the greater period-over-period increases experienced for the first and second quarters of 2013.

Net Interest Expense

Net interest expense for 2013 decreased $31 million from 2012. Net interest expense for 2013 benefited from lower levels of borrowings and lower rates on outstanding borrowings as compared to 2012.

Effective Tax Rate

The Company's effective tax rate of 35.1% for 2013 and 36.3% for 2012 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, and also from the benefit of tax credits.

Important Information Regarding Non-GAAP Financial Measures

The Company reports its financial results in accordance with generally accepted accounting principles (GAAP). However, management believes that certain non-GAAP financial measures provide users of the Company's financial information with additional useful information. See the table below for supplemental financial data and a corresponding reconciliation to the most directly comparable GAAP financial measure. The Company's 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 these non-GAAP financial measures may be significant items that could impact the Company's financial position, results of operations and cash flows and should therefore be considered in assessing the Company's actual financial condition and performance. 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.

The Company believes that providing comparable sales growth including the impact of growth in comparable sales of departments licensed to third parties supplementally to its results of operations calculated in accordance with generally accepted accounting principles provides useful information to investors. In particular, the Company believes that this supplemental information assists in evaluating the Company's ability to generate sales growth, whether through owned businesses or departments licensed to third parties, on a comparable basis, and in evaluating the impact of changes in the manner in which certain departments are operated (e.g. the conversion in 2013 of most of the Company's previously owned athletic footwear business to licensed Finish Line shops).

	Third Quarter of 2013			2013
Increase in comparable sales (Note 1)		3.5	%	2.2	%
Impact of growth in comparable sales of departments licensed to third parties (Note 2)		1.1		0.9
Comparable sales growth including impact of growth in comparable sales of departments licensed to third parties		4.6	%	3.1	%

Notes:

(1) Represents the period-to-period change in net sales from stores in operation throughout 2013 and 2012 and all net Internet sales, excluding commissions from departments licensed to third parties.

(2) Represents the impact on comparable sales of including the sales of departments licensed to third parties occurring in stores in operation throughout 2013 and 2012 and via the Internet in the calculation. The Company licenses third parties to operate certain departments in its stores and online and receives commissions from these third parties based on a percentage of their net sales. In its financial statements prepared in conformity with GAAP, the Company includes these commissions (rather than sales of the departments licensed to third parties) in its net sales. The Company does not, however, include any amounts in respect of licensed department sales in its comparable sales in accordance with GAAP.

24

MACY'S, INC.

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 in 2013 was $819 million, compared to $889 million provided in 2012, reflecting a higher increase in merchandise inventories, partially offset by a higher increase in merchandise accounts payable and higher net income in 2013. The increase in inventory, net of payables, was caused by a calendar shift resulting from the 53rd week in fiscal 2012. The Company aims to have inventory in the stores on the same calendar date regardless of when it falls in the fiscal calendar to coincide with when customers shop.

Investing Activities

Net cash used by investing activities was $541 million for 2013, compared to net cash used by investing activities of $615 million for 2012. Investing activities for 2013 include purchases of property and equipment totaling $381 million and capitalized software of $180 million, compared to purchases of property and equipment totaling $464 million and capitalized software of $169 million for 2012. Purchases of property and equipment during 2012 included the purchase of two parcels of the Macy's flagship Union Square location in San Francisco.

Financing Activities

Net cash used by the Company for financing activities was $943 million for 2013, including $1,228 million for the acquisition of the Company's common stock, primarily under its share repurchase program, the payment of $267 million of cash dividends and the repayment of $121 million of debt, partially offset by the issuance of $400 million of debt, $210 million from the issuance of common stock, primarily related to the exercise of stock options, and an increase in outstanding checks of $73 million. The debt repaid during 2013 included $109 million of 7.625% senior debentures due August 15, 2013 paid at maturity.

On September 6, 2013, the Company issued $400 million aggregate principal amount of 4.375% senior notes due 2023. The proceeds will be used for general corporate purposes, which may include working capital, capital expenditures, retirement of indebtedness and repurchasing outstanding common stock.

During 2013, the Company repurchased approximately 27.6 million shares of its common stock pursuant to existing stock purchase authorizations for a total of approximately $1,254 million. As of November 2, 2013, the Company had $1,748 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.

Net cash used by the Company for financing activities was $1,837 million for 2012, and included the repayment of $803 million of debt, $1,018 million for the acquisition of the Company's common stock under its share repurchase program and to cover employee tax liabilities related to stock plan activity and the payment of $246 million of cash dividends, partially offset by the issuance of $192 million of common stock, primarily related to the exercise of stock options, and an increase in outstanding checks of $38 million. The debt repaid during 2012 included $616 million of 5.35% senior notes due March 15, 2012 paid at maturity and the early redemption on March 29, 2012 of $173 million of 8.0% senior debentures due July 15, 2012.

The Company entered into a new credit agreement with certain financial institutions on May 10, 2013 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 10, 2018 and replaces the prior agreement which was set to expire June 20, 2015. As of November 2, 2013 and throughout all of 2013, the Company had no borrowings outstanding under its then existing credit agreements, and as of the date of this report, the Company does not expect to borrow under its new credit agreement during fiscal 2013.

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 the third quarter of 2013 was 9.13 and its leverage ratio at November 2, 2013 was 1.87, in each case as calculated in accordance with the credit agreement.

On October 25, 2013, the Company's board of directors declared a quarterly dividend of 25 cents per share on its common stock, payable January 2, 2014 to Macy's shareholders of record at the close of business on December 13, 2013.

25

MACY'S, INC.

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.

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.

26

MACY'S, INC.

Item 4. Controls and Procedures.

The Company's Chief Executive Officer and Chief Financial Officer have carried out, as of November 2, 2013, 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 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.

There were no changes in the Company's internal controls over financial reporting that occurred during the Company's most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

27

MACY'S, INC.

PART II - OTHER INFORMATION

Item 1. 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.

Item 1A. Risk Factors.

There have been no material changes to the Risk Factors described in Part I, "Item 1A. Risk Factors" in the Company's Annual Report of Form 10-K for the fiscal year ended February 2, 2013 as filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information regarding the Company's purchases of Common Stock during the third quarter of 2013.

	Total Number of Shares Purchased	Average Price per Share ($)	Number of Shares Purchased under Program (1)	Open Authorization Remaining (1)($)
	(thousands)		(thousands)	(millions)
August 4, 2013 – August 31, 2013	1,770	44.75	1,770	2,116
September 1, 2013 – October 5, 2013	4,210	44.32	4,210	1,930
October 6, 2013 – November 2, 2013	4,117	44.12	4,117	1,748
	10,097	44.32	10,097

 ___________________

(1) During the period from January 2000 through November 2, 2013, the Company's board of directors has from time to time approved authorizations to purchase, in the aggregate, up to $13,500 million of Common Stock. All authorizations are cumulative and do not have an expiration date. As of November 2, 2013, $1,748 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.

Item 4. Mine Safety Disclosures.

Not Applicable.

28

MACY'S, INC.

Item 5. Other Information.

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:

• 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, mail-order catalogs and television;

• 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 and changes in expected synergies, cost savings and non-recurring charges;

• possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions;

• possible actions taken or omitted to be taken by third parties, including customers, suppliers, business partners, competitors and legislative, regulatory, judicial and other governmental authorities and officials;

• changes in relationships with vendors and other product and service providers;

• currency, interest and exchange rates and other capital market, economic and geo-political conditions;

• severe or unseasonable weather, possible outbreaks of epidemic or pandemic diseases and natural disasters;

• unstable political conditions, civil unrest, terrorist activities and armed conflicts;

• the possible inability of the Company's manufacturers 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;

• duties, taxes, other charges and quotas on imports; and

• 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.

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" and "Special Considerations" 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.

29

MACY'S, INC.

Item 6. Exhibits.

4.1	Fifth Supplemental Trust Indenture, dated as of September 6, 2013, among Macy's Retail Holdings, Inc., as issuer, Macy's, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Macy's, Inc. Current Report on Form 8-K (File No. 001-13536) filed on September 6, 2013)
10.1+	Letter Agreement, dated October 30, 2013, by and among Macy's, Inc., FDS Bank, Macy's Credit and Customer Services, Inc., Macy's West Stores, Inc., Bloomingdales, Inc., and Department Stores National Bank, a national banking association (as assignee of Citibank, N.A.)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32.1	Certification by Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act
32.2	Certification by Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act
101**	The following financial statements from Macy's, Inc.'s Quarterly Report on Form 10-Q for the quarter ended November 2, 2013, filed on December 9, 2013, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.

___________________

+	Portions of the exhibit have been omitted pursuant to a request for confidential treatment. The confidential portions have been provided to the SEC.
**	As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

30

SIGNATURES

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

MACY’S, INC.
By:	/s/    DENNIS J. BRODERICK
	Dennis J. Broderick Executive Vice President, General Counsel and Secretary
By:	/s/    JOEL A. BELSKY
	Joel A. Belsky Executive Vice President and Controller (Principal Accounting Officer)

Date: December 9, 2013

31

EX-10.1

Exhibit 10.1

Confidential Treatment Requested. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “[Redacted].” A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Department Stores National Bank

701 E. 60^th Street North

Sioux Falls, South Dakota 57104

October 30, 2013

Macy’s, Inc.

7 West Seventh Street

Cincinnati, OH 45202

Attention: General Counsel

FDS Bank

9111 Duke Boulevard

Mason, OH 45040

Macy’s Credit and Customer Services, Inc.

9111 Duke Boulevard

Mason, OH 45040

Ladies and Gentlemen:

Reference is made to the Credit Card Program Agreement dated as of June 1, 2005, as amended pursuant to amendments effective October 24, 2005, and May 19, 2006, pursuant to restated letter agreements effective December 18, 2006, March 22, 2007, April 6, 2007 and June 1, 2007, pursuant to a restated amendment effective February 3, 2008, and pursuant to amendments effective January 1, 2009, June 1, 2009, February 26, 2010, and April 16, 2012 (as so amended, the “Program Amendment”), by and among Macy’s, Inc., (f/k/a Federated Department Stores, Inc.), a Delaware corporation (“Macy’s, Inc.”), FDS Bank, a federally chartered stock savings bank (“FDS Bank”), Macy’s Credit and Customer Services, Inc. (f/k/a FACS Group, Inc.), an Ohio corporation ((“MCCS”), Macy’s West Stores, Inc. (f/k/a Macy’s Department Stores, Inc.), an Ohio corporation (“Macy’s”), Bloomingdale’s, Inc., an Ohio corporation (“Bloomingdale’s”) (collectively, the “Macy’s Companies”), and Department Stores National Bank, a national banking association, as assignee of Citibank, N.A. (“Bank”). Capitalized terms used herein but not defined herein shall have meanings given to such terms in the Program Agreement.

Bank and the Macy’s Companies wish to memorialize certain agreements regarding the calculation of amounts due between the Parties in connection with the Program P&L. Effective with the Fiscal Month beginning in October 2013 (the “Effective Date”), and until such time as the Parties have mutually agreed in writing otherwise:

1. As of the Effective Date of this letter agreement (“Letter Agreement”), calculation of the FDS Servicing Charge shall be revised as set forth in Exhibit A.

2. As of the Effective Date of this Letter Agreement, the portion of Net Credit Sales reflected in Section(i) of Schedule 9.3(a)(i) of the Program Agreement and used to calculate the Net Credit Sale Share shall be revised as set forth in Exhibit A.

3. Except as expressly amended by this Letter Agreement, the Program Agreement remains unchanged.

4. This Letter Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument, but in making proof of this Letter Agreement, it shall not be necessary to produce or account for more than one such counterpart. Any facsimile of an executed counterpart shall be deemed to be an original.

Please acknowledge your agreement with the foregoing by executing this Letter Agreement as indicated below.

Very truly yours,

DEPARTMENT STORES NATIONAL BANK

By: /s/ Douglas C. Morrison

Name:Douglas C. Morrison

Title:Vice President

Agreed to by:

Macy’s, Inc. (f/k/a Federated Department Stores, Inc.)

By: /s/ Dennis Broderick

Name:Dennis Broderick

Title:Executive Vice President

FDS BANK

By:/s/ Teresa Huxel

Name:Teresa Huxel

Title:President

MACY’S CREDIT AND CUSTOMER SERVICES, INC.

By:/s/ Teresa Huxel

Name:Teresa Huxel

Title:Senior Vice President

MACY’S WEST STORES, INC. (f/k/a Macy’s Department Stores, Inc.)

By: /s/ Dennis Broderick

Name:Dennis Broderick

Title:President

BLOOMINGDALE’S, INC.

By: /s/ Dennis Broderick

Name:Dennis Broderick

Title:Vice President

EXHIBIT A

1. As of the Effective Date, the FDS Servicing Charge shall exclude actual costs incurred by FDS Bank and its Affiliates to the extent such costs relate to [Redacted] (the “Excluded Costs”). For purposes of determining the Excluded Costs, the Parties will calculate and report said expenses consistent in all manners with their calculation for the Fiscal Month of August 2013 and as reflected in the Program P&L for that Fiscal Month.

2. As of the Effective Date, the portion of Net Credit Sales reflected in Section(i) of Schedule 9.3(a)(i) of the Program Agreement and used to calculate the Net Credit Sale Share shall be increased from “[Redacted]” to “[Redacted]”, and from “[Redacted]” to “[Redacted]”, respectively. For the avoidance of doubt, the reference to [Redacted] is not changed.

3. The Parties agree that if at any time the Operating Committee agrees that, due to changes in [Redacted], the Excluded Costs have changed such that the effect of this Letter Agreement is not [Redacted], the Operating Committee shall adjust the Net Credit Sale Share calculation to achieve such [Redacted] effect. If the Operating Committee elects to adjust the Net Credit Sale Share, such adjustment shall take effect as of the first Business Day of the Fiscal Month following the Operating Committee meeting at which such election was made and shall not apply retroactively. If the Operating Committee elects to terminate this Letter Agreement, any such termination shall be effective as of the first Fiscal Month following the Operating Committee meeting at which such election was made. For the avoidance of doubt, in the event this Letter Agreement is terminated, the FDS Servicing Charge will, as of the effective date of termination, include actual costs incurred by FDS Bank and its Affiliates related [Redacted] will, as of the effective date of termination, be decreased from [Redacted] to [Redacted] and from [Redacted] to [Redacted] respectively.

EX-31.1

Exhibit 31.1

CERTIFICATION
I, Terry J. Lundgren, certify that:
	1	I have reviewed this quarterly report on Form 10-Q of Macy's, Inc.;
	2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
		c.	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

		d.	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
	5	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
		a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
		b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
December 9, 2013				/s/ Terry J. Lundgren
				Terry J. Lundgren
				Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION
I, Karen M. Hoguet, certify that:
	1	I have reviewed this quarterly report on Form 10-Q of Macy's, Inc.;
	2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
		c.	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

		d.	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
	5	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
		a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
		b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
December 9, 2013				/s/ Karen M. Hoguet
				Karen M. Hoguet
				Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Form 10-Q of Macy's, Inc. (the "Company") for the fiscal quarter ended November 2, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies that, to his knowledge:
	1	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	2	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
Dated:  December 9, 2013
			/s/ Terry J. Lundgren
			Name: Terry J. Lundgren
			Title: Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Form 10-Q of Macy's, Inc. (the "Company") for the fiscal quarter ended November 2, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies that, to her knowledge:
	1	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	2	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
Dated:  December 9, 2013
			/s/ Karen M. Hoguet
			Name: Karen M. Hoguet
			Title: Chief Financial Officer

XML

Fair Value Measurements (Tables)

9 Months Ended

Nov. 02, 2013

Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]

Fair Value of Plan Assets Measured on a Recurring Basis

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:

	November 2, 2013								October 27, 2012
			Fair Value Measurements								Fair Value Measurements
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		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)
	(millions)
Marketable equity and debt securities	$	78	$	—	$	78	$	—	$	83	$	—	$	83	$	—

Estimated Fair Values of Company's Long Term Debt

The following table shows the estimated fair value of the Company's long-term debt:

	November 2, 2013						October 27, 2012
	Notional Amount		Carrying Amount		Fair Value		Notional Amount		Carrying Amount		Fair Value
	(millions)
Long-term debt	$	6,522	$	6,701	$	7,002	$	6,583	$	6,784	$	7,736

XML

Benefit Plans

9 Months Ended

Nov. 02, 2013

Pension and Other Postretirement Benefit Expense [Abstract]

Benefit Plans

Benefit Plans

The Company has a funded defined benefit plan ("Pension Plan") and a defined contribution plan, which cover substantially all employees who work 1,000 hours or more in a year. Effective January 1, 2012, the Pension Plan was closed to new participants, with limited exceptions. The Company also has an unfunded defined benefit supplementary retirement plan ("SERP"), which provides benefits, for certain employees, in excess of qualified plan limitations. Effective January 2, 2012, the SERP was closed to new participants. After December 31, 2013, with limited exceptions, employees will no longer earn future pension service credits under the Pension Plan and SERP, and retirement benefits attributable to service after that date will be provided solely through defined contribution plans.

In addition, certain retired employees currently are provided with specified health care and life insurance benefits ("Postretirement Obligations"). Eligibility requirements for such benefits vary, 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 March 2010, President Obama signed into law the "Patient Protection and Affordable Care Act" and the "Health Care and Education Affordability Reconciliation Act of 2010" (the "2010 Acts"). The 2010 Acts contain provisions which impact the accounting for postretirement obligations. Based on the analysis to date, the impact of the provisions in the 2010 Acts on the Company's postretirement obligations has not and is not expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows. The Company continues to evaluate the impact of the 2010 Acts on the active and retiree benefit plans offered by the Company.

The actuarially determined components of the net periodic benefit cost are as follows:

	13 Weeks Ended						39 Weeks Ended
	November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
	(millions)
Pension Plan
Service cost	$	28		$	30		$	84		$	88
Interest cost	36			40			107			118
Expected return on assets	(60		)	(64		)	(181		)	(190		)
Recognition of net actuarial loss	34			35			105			106
Amortization of prior service credit	—			(1		)	—			(1		)
	$	38		$	40		$	115		$	121
Supplementary Retirement Plan
Service cost	$	2		$	1		$	5		$	4
Interest cost	8			9			24			26
Recognition of net actuarial loss	4			4			14			13
Amortization of prior service credit	—			—			—			—
	$	14		$	14		$	43		$	43
Postretirement Obligations
Service cost	$	—		$	—		$	—		$	—
Interest cost	2			3			7			9
Recognition of net actuarial gain	—			(1		)	(2		)	(3		)
Amortization of prior service cost	—			—			—			—
	$	2		$	2		$	5		$	6

XML

Benefit Plans (Net Periodic Benefit Cost) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Nov. 02, 2013	Oct. 27, 2012	Nov. 02, 2013	Oct. 27, 2012
Pension Plan [Member]
Service cost	$ 28	$ 30	$ 84	$ 88
Interest cost	36	40	107	118
Expected return on assets	(60)	(64)	(181)	(190)
Recognition of net actuarial (gain) loss	34	35	105	106
Amortization of prior service credit	0	(1)	0	(1)
Defined Benefit Plan, Net Periodic Benefit Cost	38	40	115	121
Supplemental Employee Retirement Plans, Defined Benefit [Member]
Service cost	2	1	5	4
Interest cost	8	9	24	26
Recognition of net actuarial (gain) loss	4	4	14	13
Amortization of prior service credit	0	0	0	0
Defined Benefit Plan, Net Periodic Benefit Cost	14	14	43	43
Other Postretirement Benefit Plans, Defined Benefit [Member]
Service cost	0	0	0	0
Interest cost	2	3	7	9
Recognition of net actuarial (gain) loss	0	(1)	(2)	(3)
Amortization of prior service credit	0	0	0	0
Defined Benefit Plan, Net Periodic Benefit Cost	$ 2	$ 2	$ 5	$ 6

XML

Condensed Consolidating Financial Information (Tables)

9 Months Ended

Nov. 02, 2013

Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet

As of November 2, 2013

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	807	$	21		$	343	$	—		$	1,171
Receivables	—		44			232		—			276
Merchandise inventories	—		3,946			3,770		—			7,716
Prepaid expenses and other current assets	—		99			298		—			397
Income taxes	38		—			—		(38		)	—
Total Current Assets	845		4,110			4,643		(38		)	9,560
Property and Equipment – net	—		4,531			3,419		—			7,950
Goodwill	—		3,315			428		—			3,743
Other Intangible Assets – net	—		103			432		—			535
Other Assets	4		73			581		—			658
Deferred income taxes	3		—			—		(3		)	—
Intercompany Receivable	464		—			3,218		(3,682		)	—
Investment in Subsidiaries	4,320		2,753			—		(7,073		)	—
Total Assets	$	5,636	$	14,885		$	12,721	$	(10,796	)	$	22,446
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	463		$	2	$	—		$	465
Merchandise accounts payable	—		1,812			2,085		—			3,897
Accounts payable and accrued liabilities	107		965			1,251		—			2,323
Income taxes	—		6			110		(38		)	78
Deferred income taxes	—		322			101		—			423
Total Current Liabilities	107		3,568			3,549		(38		)	7,186
Long-Term Debt	—		6,711			21		—			6,732
Intercompany Payable	—		3,682			—		(3,682		)	—
Deferred Income Taxes	—		450			778		(3		)	1,225
Other Liabilities	87		619			1,155		—			1,861
Shareholders' Equity (Deficit)	5,442		(145		)	7,218		(7,073		)	5,442
Total Liabilities and Shareholders' Equity	$	5,636	$	14,885		$	12,721	$	(10,796	)	$	22,446

Condensed Consolidating Balance Sheet

As of February 2, 2013

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	1,538	$	41		$	257	$	—		$	1,836
Receivables	—		58			313		—			371
Merchandise inventories	—		2,804			2,504		—			5,308
Prepaid expenses and other current assets	—		97			264		—			361
Income taxes	30		—			—		(30		)	—
Total Current Assets	1,568		3,000			3,338		(30		)	7,876
Property and Equipment – net	—		4,649			3,547		—			8,196
Goodwill	—		3,315			428		—			3,743
Other Intangible Assets – net	—		124			437		—			561
Other Assets	3		71			541		—			615
Intercompany Receivable	641		—			3,190		(3,831		)	—
Investment in Subsidiaries	4,027		2,595			—		(6,622		)	—
Total Assets	$	6,239	$	13,754		$	11,481	$	(10,483	)	$	20,991
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	121		$	3	$	—		$	124
Merchandise accounts payable	—		733			846		—			1,579
Accounts payable and accrued liabilities	119		1,023			1,468		—			2,610
Income taxes	—		69			316		(30		)	355
Deferred income taxes	—		323			84		—			407
Total Current Liabilities	119		2,269			2,717		(30		)	5,075
Long-Term Debt	—		6,783			23		—			6,806
Intercompany Payable	—		3,831			—		(3,831		)	—
Deferred Income Taxes	11		410			817		—			1,238
Other Liabilities	58		596			1,167		—			1,821
Shareholders' Equity (Deficit)	6,051		(135		)	6,757		(6,622		)	6,051
Total Liabilities and Shareholders' Equity	$	6,239	$	13,754		$	11,481	$	(10,483	)	$	20,991

Condensed Consolidating Balance Sheet

As of October 27, 2012

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	938	$	36		$	290	$	—		$	1,264
Receivables	—		31			250		—			281
Merchandise inventories	—		3,712			3,496		—			7,208
Prepaid expenses and other current assets	—		103			307		—			410
Income taxes	127		—			—		(127		)	—
Total Current Assets	1,065		3,882			4,343		(127		)	9,163
Property and Equipment – net	—		4,696			3,516		—			8,212
Goodwill	—		3,315			428		—			3,743
Other Intangible Assets – net	—		131			439		—			570
Other Assets	4		65			513		—			582
Deferred Income Taxes	11		—			—		(11		)	—
Intercompany Receivable	1,260		—			3,114		(4,374		)	—
Investment in Subsidiaries	3,467		2,675			—		(6,142		)	—
Total Assets	$	5,807	$	14,764		$	12,353	$	(10,654	)	$	22,270
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	121		$	2	$	—		$	123
Merchandise accounts payable	—		1,730			1,897		—			3,627
Accounts payable and accrued liabilities	212		919			1,288		—			2,419
Income taxes	—		54			162		(127		)	89
Deferred income taxes	—		322			104		—			426
Total Current Liabilities	212		3,146			3,453		(127		)	6,684
Long-Term Debt	—		6,793			24		—			6,817
Intercompany Payable	—		4,374			—		(4,374		)	—
Deferred Income Taxes	—		389			804		(11		)	1,182
Other Liabilities	32		746			1,246		—			2,024
Shareholders' Equity (Deficit)	5,563		(684		)	6,826		(6,142		)	5,563
Total Liabilities and Shareholders' Equity	$	5,807	$	14,764		$	12,353	$	(10,654	)	$	22,270

Condensed Consolidating Statement of Comprehensive Income (Loss)

Condensed Consolidating Statement of Comprehensive Income

For the 13 Weeks EndedNovember 2, 2013

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	2,979		$	6,337		$	(3,040	)	$	6,276
Cost of sales	—			(1,930		)	(4,913		)	3,026			(3,817		)
Gross margin	—			1,049			1,424			(14		)	2,459
Selling, general and administrative expenses	(2		)	(1,113		)	(998		)	14			(2,099		)
Operating income (loss)	(2		)	(64		)	426			—			360
Interest (expense) income, net:
External	1			(96		)	(1		)	—			(96		)
Intercompany	(1		)	(39		)	40			—			—
Equity in earnings of subsidiaries	178			(15		)	—			(163		)	—
Income (loss) before income taxes	176			(214		)	465			(163		)	264
Federal, state and local income tax benefit (expense)	1			56			(144		)	—			(87		)
Net income (loss)	$	177		$	(158	)	$	321		$	(163	)	$	177
Comprehensive income (loss)	$	201		$	(134	)	$	331		$	(197	)	$	201

Condensed Consolidating Statement of Comprehensive Income

For the 39 Weeks EndedNovember 2, 2013

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	8,911		$	16,716		$	(6,898	)	$	18,729
Cost of sales	—			(5,590		)	(12,529		)	6,858			(11,261		)
Gross margin	—			3,321			4,187			(40		)	7,468
Selling, general and administrative expenses	(7		)	(3,217		)	(2,955		)	40			(6,139		)
Operating income (loss)	(7		)	104			1,232			—			1,329
Interest (expense) income, net:
External	1			(289		)	(1		)	—			(289		)
Intercompany	(1		)	(118		)	119			—			—
Equity in earnings of subsidiaries	679			129			—			(808		)	—
Income (loss) before income taxes	672			(174		)	1,350			(808		)	1,040
Federal, state and local income tax benefit (expense)	3			93			(461		)	—			(365		)
Net income (loss)	$	675		$	(81	)	$	889		$	(808	)	$	675
Comprehensive income (loss)	$	747		$	(9	)	$	919		$	(910	)	$	747

Condensed Consolidating Statement of Comprehensive Income

For the 13 Weeks EndedOctober 27, 2012

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	2,979		$	5,820		$	(2,724	)	$	6,075
Cost of sales	—			(1,901		)	(4,480		)	2,709			(3,672		)
Gross margin	—			1,078			1,340			(15		)	2,403
Selling, general and administrative expenses	(2		)	(1,132		)	(959		)	15			(2,078		)
Operating income (loss)	(2		)	(54		)	381			—			325
Interest (expense) income, net:
External	—			(103		)	—			—			(103		)
Intercompany	—			(35		)	35			—			—
Equity in earnings of subsidiaries	147			29			—			(176		)	—
Income (loss) before income taxes	145			(163		)	416			(176		)	222
Federal, state and local income tax benefit (expense)	—			50			(127		)	—			(77		)
Net income (loss)	$	145		$	(113	)	$	289		$	(176	)	$	145
Comprehensive income (loss)	$	169		$	(89	)	$	299		$	(210	)	$	169

Condensed Consolidating Statement of Comprehensive Income

For the 39 Weeks EndedOctober 27, 2012

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	9,024		$	15,672		$	(6,360	)	$	18,336
Cost of sales	—			(5,640		)	(11,661		)	6,317			(10,984		)
Gross margin	—			3,384			4,011			(43		)	7,352
Selling, general and administrative expenses	(6		)	(3,282		)	(2,837		)	43			(6,082		)
Operating income (loss)	(6		)	102			1,174			—			1,270
Interest (expense) income, net:
External	1			(320		)	(1		)	—			(320		)
Intercompany	(1		)	(106		)	107			—			—
Equity in earnings of subsidiaries	609			222			—			(831		)	—
Income (loss) before income taxes	603			(102		)	1,280			(831		)	950
Federal, state and local income tax benefit (expense)	2			87			(434		)	—			(345		)
Net income (loss)	$	605		$	(15	)	$	846		$	(831	)	$	605
Comprehensive income	$	676		$	56		$	876		$	(932	)	$	676

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows

For the 39 Weeks EndedNovember 2, 2013

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	675		$	(81	)	$	889		$	(808	)	$	675
Equity in earnings of subsidiaries	(679		)	(129		)	—			808			—
Dividends received from subsidiaries	458			—			—			(458		)	—
Depreciation and amortization	—			349			412			—			761
Increase in working capital	(34		)	(185		)	(554		)	—			(773		)
Other, net	16			107			33			—			156
Net cash provided by operating activities	436			61			780			(458		)	819
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	—			(206		)	(325		)	—			(531		)
Other, net	—			—			(10		)	—			(10		)
Net cash used by investing activities	—			(206		)	(335		)	—			(541		)
Cash flows from financing activities:
Debt issued, net of debt repaid	—			281			(2		)	—			279
Dividends paid	(267		)	—			(458		)	458			(267		)
Common stock acquired, net of issuance of common stock	(1,018		)	—			—			—			(1,018		)
Intercompany activity, net	224			(159		)	(65		)	—			—
Other, net	(106		)	3			166			—			63
Net cash provided (used) by financing activities	(1,167		)	125			(359		)	458			(943		)
Net increase (decrease) in cash and cash equivalents	(731		)	(20		)	86			—			(665		)
Cash and cash equivalents at beginning of period	1,538			41			257			—			1,836
Cash and cash equivalents at end of period	$	807		$	21		$	343		$	—		$	1,171

Condensed Consolidating Statement of Cash Flows

For the 39 Weeks EndedOctober 27, 2012

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	605		$	(15	)	$	846		$	(831	)	$	605
Equity in earnings of subsidiaries	(609		)	(222		)	—			831			—
Dividends received from subsidiaries	455			—			—			(455		)	—
Depreciation and amortization	—			356			426			—			782
Increase in working capital	(173		)	(66		)	(367		)	—			(606		)
Other, net	(17		)	64			61			—			108
Net cash provided by operating activities	261			117			966			(455		)	889
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	—			(210		)	(387		)	—			(597		)
Other, net	—			—			(18		)	—			(18		)
Net cash used by investing activities	—			(210		)	(405		)	—			(615		)
Cash flows from financing activities:
Debt repaid	—			(800		)	(3		)	—			(803		)
Dividends paid	(246		)	—			(455		)	455			(246		)
Common stock acquired, net of issuance of common stock	(826		)	—			—			—			(826		)
Intercompany activity, net	(733		)	892			(159		)	—			—
Other, net	(51		)	(1		)	90			—			38
Net cash provided (used) by financing activities	(1,856		)	91			(527		)	455			(1,837		)
Net increase (decrease) in cash and cash equivalents	(1,595		)	(2		)	34			—			(1,563		)
Cash and cash equivalents at beginning of period	2,533			38			256			—			2,827
Cash and cash equivalents at end of period	$	938		$	36		$	290		$	—		$	1,264

XML

Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheet) (Details) (USD $) In Millions, unless otherwise specified	Nov. 02, 2013	Feb. 02, 2013	Oct. 27, 2012	Jan. 28, 2012
Current Assets:
Cash and cash equivalents	$ 1,171	$ 1,836	$ 1,264	$ 2,827
Receivables	276	371	281
Merchandise inventories	7,716	5,308	7,208
Prepaid expenses and other current assets	397	361	410
Income taxes	0	0	0
Total Current Assets	9,560	7,876	9,163
Property and Equipment - net	7,950	8,196	8,212
Goodwill	3,743	3,743	3,743
Other Intangible Assets - net	535	561	570
Other Assets	658	615	582
Deferred Income Taxes	0		0
Intercompany Receivable	0	0	0
Investment in Subsidiaries	0	0	0
Total Assets	22,446	20,991	22,270
Current Liabilities:
Short-term debt	465	124	123
Merchandise accounts payable	3,897	1,579	3,627
Accounts payable and accrued liabilities	2,323	2,610	2,419
Income taxes	78	355	89
Deferred income taxes	423	407	426
Total Current Liabilities	7,186	5,075	6,684
Long-Term Debt	6,732	6,806	6,817
Intercompany Payable	0	0	0
Deferred Income Taxes	1,225	1,238	1,182
Other Liabilities	1,861	1,821	2,024
Shareholders' Equity (Deficit)	5,442	6,051	5,563
Total Liabilities and Shareholders' Equity	22,446	20,991	22,270
Parent
Current Assets:
Cash and cash equivalents	807	1,538	938	2,533
Receivables	0	0	0
Merchandise inventories	0	0	0
Prepaid expenses and other current assets	0	0	0
Income taxes	38	30	127
Total Current Assets	845	1,568	1,065
Property and Equipment - net	0	0	0
Goodwill	0	0	0
Other Intangible Assets - net	0	0	0
Other Assets	4	3	4
Deferred Income Taxes	3		11
Intercompany Receivable	464	641	1,260
Investment in Subsidiaries	4,320	4,027	3,467
Total Assets	5,636	6,239	5,807
Current Liabilities:
Short-term debt	0	0	0
Merchandise accounts payable	0	0	0
Accounts payable and accrued liabilities	107	119	212
Income taxes	0	0	0
Deferred income taxes	0	0	0
Total Current Liabilities	107	119	212
Long-Term Debt	0	0	0
Intercompany Payable	0	0	0
Deferred Income Taxes	0	11	0
Other Liabilities	87	58	32
Shareholders' Equity (Deficit)	5,442	6,051	5,563
Total Liabilities and Shareholders' Equity	5,636	6,239	5,807
Subsidiary Issuer
Current Assets:
Cash and cash equivalents	21	41	36	38
Receivables	44	58	31
Merchandise inventories	3,946	2,804	3,712
Prepaid expenses and other current assets	99	97	103
Income taxes	0	0	0
Total Current Assets	4,110	3,000	3,882
Property and Equipment - net	4,531	4,649	4,696
Goodwill	3,315	3,315	3,315
Other Intangible Assets - net	103	124	131
Other Assets	73	71	65
Deferred Income Taxes	0		0
Intercompany Receivable	0	0	0
Investment in Subsidiaries	2,753	2,595	2,675
Total Assets	14,885	13,754	14,764
Current Liabilities:
Short-term debt	463	121	121
Merchandise accounts payable	1,812	733	1,730
Accounts payable and accrued liabilities	965	1,023	919
Income taxes	6	69	54
Deferred income taxes	322	323	322
Total Current Liabilities	3,568	2,269	3,146
Long-Term Debt	6,711	6,783	6,793
Intercompany Payable	3,682	3,831	4,374
Deferred Income Taxes	450	410	389
Other Liabilities	619	596	746
Shareholders' Equity (Deficit)	(145)	(135)	(684)
Total Liabilities and Shareholders' Equity	14,885	13,754	14,764
Other Subsidiaries
Current Assets:
Cash and cash equivalents	343	257	290	256
Receivables	232	313	250
Merchandise inventories	3,770	2,504	3,496
Prepaid expenses and other current assets	298	264	307
Income taxes	0	0	0
Total Current Assets	4,643	3,338	4,343
Property and Equipment - net	3,419	3,547	3,516
Goodwill	428	428	428
Other Intangible Assets - net	432	437	439
Other Assets	581	541	513
Deferred Income Taxes	0		0
Intercompany Receivable	3,218	3,190	3,114
Investment in Subsidiaries	0	0	0
Total Assets	12,721	11,481	12,353
Current Liabilities:
Short-term debt	2	3	2
Merchandise accounts payable	2,085	846	1,897
Accounts payable and accrued liabilities	1,251	1,468	1,288
Income taxes	110	316	162
Deferred income taxes	101	84	104
Total Current Liabilities	3,549	2,717	3,453
Long-Term Debt	21	23	24
Intercompany Payable	0	0	0
Deferred Income Taxes	778	817	804
Other Liabilities	1,155	1,167	1,246
Shareholders' Equity (Deficit)	7,218	6,757	6,826
Total Liabilities and Shareholders' Equity	12,721	11,481	12,353
Consolidating Adjustments
Current Assets:
Cash and cash equivalents	0	0	0	0
Receivables	0	0	0
Merchandise inventories	0	0	0
Prepaid expenses and other current assets	0	0	0
Income taxes	(38)	(30)	(127)
Total Current Assets	(38)	(30)	(127)
Property and Equipment - net	0	0	0
Goodwill	0	0	0
Other Intangible Assets - net	0	0	0
Other Assets	0	0	0
Deferred Income Taxes	(3)		(11)
Intercompany Receivable	(3,682)	(3,831)	(4,374)
Investment in Subsidiaries	(7,073)	(6,622)	(6,142)
Total Assets	(10,796)	(10,483)	(10,654)
Current Liabilities:
Short-term debt	0	0	0
Merchandise accounts payable	0	0	0
Accounts payable and accrued liabilities	0	0	0
Income taxes	(38)	(30)	(127)
Deferred income taxes	0	0	0
Total Current Liabilities	(38)	(30)	(127)
Long-Term Debt	0	0	0
Intercompany Payable	(3,682)	(3,831)	(4,374)
Deferred Income Taxes	(3)	0	(11)
Other Liabilities	0	0	0
Shareholders' Equity (Deficit)	(7,073)	(6,622)	(6,142)
Total Liabilities and Shareholders' Equity	$ (10,796)	$ (10,483)	$ (10,654)

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Fair Value Measurements (Estimated Fair Value Of Company Long Term Debt) (Details) (USD $) In Millions, unless otherwise specified	Nov. 02, 2013	Oct. 27, 2012
Notional Amount
Long-term debt	$ 6,522	$ 6,583
Carrying Amount
Long-term debt	6,701	6,784
Fair Value
Long-term debt	$ 7,002	$ 7,736

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Fair Value Measurements (Financial Assets Measured At Fair Value On A Recurring Basis) (Details) (USD $) In Millions, unless otherwise specified	Nov. 02, 2013	Oct. 27, 2012
Marketable equity and debt securities	$ 78	$ 83
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Marketable equity and debt securities	0	0
Significant Observable Inputs (Level 2) [Member]
Marketable equity and debt securities	78	83
Significant Unobservable Inputs (Level 3) [Member]
Marketable equity and debt securities	$ 0	$ 0

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	9 Months Ended
	Nov. 02, 2013	Oct. 27, 2012
Net income (loss)	$ 675	$ 605
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	761	782
Stock-based compensation expense	48	47
Amortization of financing costs and premium on acquired debt	(7)	(10)
Changes in assets and liabilities:
Decrease in receivables	102	91
Increase in merchandise inventories	(2,408)	(2,091)
(Increase) decrease in prepaid expenses and other current assets	(25)	58
Decrease in other assets not separately identified	1	23
Increase in merchandise accounts payable	2,155	1,941
Decrease in accounts payable and accrued liabilities not separately identified	(320)	(323)
Decrease in current income taxes	(277)	(282)
Increase (decrease) in deferred income taxes	(43)	14
Increase in other liabilities not separately identified	157	34
Net cash provided by operating activities	819	889
Cash flows from investing activities:
Purchase of property and equipment	(381)	(464)
Capitalized software	(180)	(169)
Disposition of property and equipment	30	36
Other, net	(10)	(18)
Net cash used by investing activities	(541)	(615)
Cash flows from financing activities:
Debt issued	400	0
Financing costs	(10)	0
Debt repaid	(121)	(803)
Dividends paid	(267)	(246)
Increase in outstanding checks	73	38
Acquisition of treasury stock	(1,228)	(1,018)
Issuance of common stock	210	192
Net cash provided (used) by financing activities	(943)	(1,837)
Net increase (decrease) in cash and cash equivalents	(665)	(1,563)
Cash and cash equivalents beginning of period	1,836	2,827
Cash and cash equivalents end of period	1,171	1,264
Supplemental cash flow information:
Interest paid	268	304
Interest received	1	2
Income taxes paid (net of refunds received)	$ 582	$ 591

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Earnings Per Share

9 Months Ended

Nov. 02, 2013

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per share:

	13 Weeks Ended
	November 2, 2013					October 27, 2012
	Net Income				Shares	Net Income				Shares
	(millions, except per share data)
Net income and average number of shares outstanding	$	177			373.9	$	145			400.3
Shares to be issued under deferred compensation and other plans					0.9					1.0
	$	177			374.8	$	145			401.3
Basic earnings per share			$	0.47				$	0.36
Effect of dilutive securities:
Stock options, restricted stock and restricted stock units					5.4					6.6
	$	177			380.2	$	145			407.9
Diluted earnings per share			$	0.47				$	0.36

	39 Weeks Ended
	November 2, 2013					October 27, 2012
	Net Income				Shares	Net Income				Shares
	(millions, except per share data)
Net income and average number of shares outstanding	$	675			380.8	$	605			408.7
Shares to be issued under deferred compensation and other plans					1.0					1.2
	$	675			381.8	$	605			409.9
Basic earnings per share			$	1.77				$	1.48
Effect of dilutive securities:
Stock options, restricted stock and restricted stock units					6.2					6.6
	$	675			388.0	$	605			416.5
Diluted earnings per share			$	1.74				$	1.45

In addition to the stock options, restricted stock and restricted stock units reflected in the foregoing tables, stock options to purchase 6.6 million shares of common stock and restricted stock units relating to 1.8 million shares of common stock were outstanding at November 2, 2013, but were not included in the computation of diluted earnings per share for the 13 or 39 weeks endedNovember 2, 2013 because their inclusion would have been antidilutive or they were subject to performance conditions that had not been met.

In addition to the stock options, restricted stock and restricted stock units reflected in the foregoing tables, stock options to purchase 7.6 million shares of common stock and restricted stock units relating to 2.5 million shares of common stock were outstanding at October 27, 2012, but were not included in the computation of diluted earnings per share for the 13 or 39 weeks endedOctober 27, 2012 because their inclusion would have been antidilutive or they were subject to performance conditions that had not been met.

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Fair Value Measurements

9 Months Ended

Nov. 02, 2013

Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]

Fair Value Measurements

Fair Value Measurements

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:

	November 2, 2013								October 27, 2012
			Fair Value Measurements								Fair Value Measurements
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		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)
	(millions)
Marketable equity and debt securities	$	78	$	—	$	78	$	—	$	83	$	—	$	83	$	—

Other financial instruments not measured at fair value on a recurring basis include cash and cash equivalents, receivables, 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:

	November 2, 2013						October 27, 2012
	Notional Amount		Carrying Amount		Fair Value		Notional Amount		Carrying Amount		Fair Value
	(millions)
Long-term debt	$	6,522	$	6,701	$	7,002	$	6,583	$	6,784	$	7,736

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Financing Activities

9 Months Ended

Nov. 02, 2013

Financing Activities [Abstract]

Financing Activities

Financing Activities

The following table shows the detail of debt repayments:

	39 Weeks Ended
	November 2, 2013		October 27, 2012
	(millions)
7.625% Senior debentures due 2013	$	109	$	—
5.35% Senior notes due 2012	—		616
8.0% Senior debentures due 2012	—		173
9.5% amortizing debentures due 2021	4		4
9.75% amortizing debentures due 2021	2		2
Capital leases and other obligations	6		8
	$	121	$	803

During the 39 weeks endedNovember 2, 2013, the Company repaid $109 million of indebtedness at maturity.

On March 29, 2012, the Company redeemed the $173 million of 8.0% senior debentures due July 15, 2012, as allowed under the terms of the indenture. The price for the redemption was calculated pursuant to the indenture and resulted in the recognition of additional interest expense of $4 million. In addition, the Company repaid $616 million of 5.35% senior notes due March 15, 2012 at maturity.

On September 6, 2013, the Company issued $400 million aggregate principal amount of 4.375% senior notes due 2023. The proceeds will be used for general corporate purposes, which may include working capital, capital expenditures, retirement of indebtedness and repurchasing outstanding common stock.

During the 39 weeks endedNovember 2, 2013, the Company repurchased approximately 27.6 million shares of its common stock pursuant to existing stock purchase authorizations for a total of approximately $1,254 million. As of November 2, 2013, the Company had $1,748 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.

The Company entered into a credit agreement with certain financial institutions on May 10, 2013 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 10, 2018 and replaces the previous facility which was set to expire June 20, 2015. As of and during the 39 weeks ended November 2, 2013, the Company had no borrowings outstanding under its then existing credit agreements, and as of the date of this report, the Company does not expect to borrow under its new credit agreement during fiscal 2013.

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Condensed Consolidating Financial Information (Condensed Consolidating Statement of Operations) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Nov. 02, 2013	Oct. 27, 2012	Nov. 02, 2013	Oct. 27, 2012
Net sales	$ 6,276	$ 6,075	$ 18,729	$ 18,336
Cost of sales	(3,817)	(3,672)	(11,261)	(10,984)
Gross margin	2,459	2,403	7,468	7,352
Selling, general and administrative expenses	(2,099)	(2,078)	(6,139)	(6,082)
Operating income (loss)	360	325	1,329	1,270
Interest (expense) income, net
External	(96)	(103)	(289)	(320)
Intercompany	0	0	0	0
Equity in earnings of subsidiaries	0	0	0	0
Income (loss) before income taxes	264	222	1,040	950
Federal, state and local income tax benefit (expense)	(87)	(77)	(365)	(345)
Net income (loss)	177	145	675	605
Comprehensive income (loss)	201	169	747	676
Parent
Net sales	0	0	0	0
Cost of sales	0	0	0	0
Gross margin	0	0	0	0
Selling, general and administrative expenses	(2)	(2)	(7)	(6)
Operating income (loss)	(2)	(2)	(7)	(6)
Interest (expense) income, net
External	1	0	1	1
Intercompany	(1)	0	(1)	(1)
Equity in earnings of subsidiaries	178	147	679	609
Income (loss) before income taxes	176	145	672	603
Federal, state and local income tax benefit (expense)	1	0	3	2
Net income (loss)	177	145	675	605
Comprehensive income (loss)	201	169	747	676
Subsidiary Issuer
Net sales	2,979	2,979	8,911	9,024
Cost of sales	(1,930)	(1,901)	(5,590)	(5,640)
Gross margin	1,049	1,078	3,321	3,384
Selling, general and administrative expenses	(1,113)	(1,132)	(3,217)	(3,282)
Operating income (loss)	(64)	(54)	104	102
Interest (expense) income, net
External	(96)	(103)	(289)	(320)
Intercompany	(39)	(35)	(118)	(106)
Equity in earnings of subsidiaries	(15)	29	129	222
Income (loss) before income taxes	(214)	(163)	(174)	(102)
Federal, state and local income tax benefit (expense)	56	50	93	87
Net income (loss)	(158)	(113)	(81)	(15)
Comprehensive income (loss)	(134)	(89)	(9)	56
Other Subsidiaries
Net sales	6,337	5,820	16,716	15,672
Cost of sales	(4,913)	(4,480)	(12,529)	(11,661)
Gross margin	1,424	1,340	4,187	4,011
Selling, general and administrative expenses	(998)	(959)	(2,955)	(2,837)
Operating income (loss)	426	381	1,232	1,174
Interest (expense) income, net
External	(1)	0	(1)	(1)
Intercompany	40	35	119	107
Equity in earnings of subsidiaries	0	0	0	0
Income (loss) before income taxes	465	416	1,350	1,280
Federal, state and local income tax benefit (expense)	(144)	(127)	(461)	(434)
Net income (loss)	321	289	889	846
Comprehensive income (loss)	331	299	919	876
Consolidating Adjustments
Net sales	(3,040)	(2,724)	(6,898)	(6,360)
Cost of sales	3,026	2,709	6,858	6,317
Gross margin	(14)	(15)	(40)	(43)
Selling, general and administrative expenses	14	15	40	43
Operating income (loss)	0	0	0	0
Interest (expense) income, net
External	0	0	0	0
Intercompany	0	0	0	0
Equity in earnings of subsidiaries	(163)	(176)	(808)	(831)
Income (loss) before income taxes	(163)	(176)	(808)	(831)
Federal, state and local income tax benefit (expense)	0	0	0	0
Net income (loss)	(163)	(176)	(808)	(831)
Comprehensive income (loss)	$ (197)	$ (210)	$ (910)	$ (932)

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Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Nov. 02, 2013	Oct. 27, 2012	Nov. 02, 2013	Oct. 27, 2012
Net income (loss)	$ 177	$ 145	$ 675	$ 605
Other comprehensive income (loss), before tax:
Amortization of net actuarial loss on post employment and postretirement benefit plans, before tax	38	37	117	115
Tax effect related to items of other comprehensive income	(14)	(13)	(45)	(44)
Total other comprehensive income, net of tax effect	24	24	72	71
Comprehensive income (loss)	$ 201	$ 169	$ 747	$ 676

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Earnings Per Share (Tables)

9 Months Ended

Nov. 02, 2013

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per share:

	13 Weeks Ended
	November 2, 2013					October 27, 2012
	Net Income				Shares	Net Income				Shares
	(millions, except per share data)
Net income and average number of shares outstanding	$	177			373.9	$	145			400.3
Shares to be issued under deferred compensation and other plans					0.9					1.0
	$	177			374.8	$	145			401.3
Basic earnings per share			$	0.47				$	0.36
Effect of dilutive securities:
Stock options, restricted stock and restricted stock units					5.4					6.6
	$	177			380.2	$	145			407.9
Diluted earnings per share			$	0.47				$	0.36

	39 Weeks Ended
	November 2, 2013					October 27, 2012
	Net Income				Shares	Net Income				Shares
	(millions, except per share data)
Net income and average number of shares outstanding	$	675			380.8	$	605			408.7
Shares to be issued under deferred compensation and other plans					1.0					1.2
	$	675			381.8	$	605			409.9
Basic earnings per share			$	1.77				$	1.48
Effect of dilutive securities:
Stock options, restricted stock and restricted stock units					6.2					6.6
	$	675			388.0	$	605			416.5
Diluted earnings per share			$	1.74				$	1.45

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Consolidated Balance Sheets (parenthetical) (USD $) In Millions, unless otherwise specified	Nov. 02, 2013	Feb. 02, 2013	Oct. 27, 2012
Accumulated depreciation	$ 6,555	$ 5,947	$ 6,584

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Consolidated Statements of Income (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Nov. 02, 2013	Oct. 27, 2012	Nov. 02, 2013	Oct. 27, 2012
Income Statement [Abstract]
Net sales	$ 6,276	$ 6,075	$ 18,729	$ 18,336
Cost of sales	(3,817)	(3,672)	(11,261)	(10,984)
Gross margin	2,459	2,403	7,468	7,352
Selling, general and administrative expenses	(2,099)	(2,078)	(6,139)	(6,082)
Operating income (loss)	360	325	1,329	1,270
Interest expense	(97)	(104)	(291)	(322)
Interest income	1	1	2	2
Income (loss) before income taxes	264	222	1,040	950
Federal, state and local income tax expense	(87)	(77)	(365)	(345)
Net income (loss)	$ 177	$ 145	$ 675	$ 605
Basic earnings per share	$ 0.47	$ 0.36	$ 1.77	$ 1.48
Diluted earnings per share	$ 0.47	$ 0.36	$ 1.74	$ 1.45

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Condensed Consolidating Financial Information (Condensed Consolidating Statement of Cash Flows) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Nov. 02, 2013	Oct. 27, 2012
Cash flows from operating activities:
Net income (loss)	$ 675	$ 605
Equity in earnings of subsidiaries	0	0
Dividends received from subsidiaries	0	0
Depreciation and amortization	761	782
Increase in working capital	(773)	(606)
Other, net	156	108
Net cash provided by operating activities	819	889
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	(531)	(597)
Other, net	(10)	(18)
Net cash used by investing activities	(541)	(615)
Cash flows from financing activities:
Debt issued, net of debt repaid	279	(803)
Dividends paid	(267)	(246)
(Common stock acquired) net of Issuance of common stock	(1,018)	(826)
Intercompany activity, net	0	0
Other, net	63	38
Net cash provided (used) by financing activities	(943)	(1,837)
Net increase (decrease) in cash and cash equivalents	(665)	(1,563)
Cash and cash equivalents beginning of period	1,836	2,827
Cash and cash equivalents end of period	1,171	1,264
Parent
Cash flows from operating activities:
Net income (loss)	675	605
Equity in earnings of subsidiaries	(679)	(609)
Dividends received from subsidiaries	458	455
Depreciation and amortization	0	0
Increase in working capital	(34)	(173)
Other, net	16	(17)
Net cash provided by operating activities	436	261
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	0	0
Other, net	0	0
Net cash used by investing activities	0	0
Cash flows from financing activities:
Debt issued, net of debt repaid	0	0
Dividends paid	(267)	(246)
(Common stock acquired) net of Issuance of common stock	(1,018)	(826)
Intercompany activity, net	224	(733)
Other, net	(106)	(51)
Net cash provided (used) by financing activities	(1,167)	(1,856)
Net increase (decrease) in cash and cash equivalents	(731)	(1,595)
Cash and cash equivalents beginning of period	1,538	2,533
Cash and cash equivalents end of period	807	938
Subsidiary Issuer
Cash flows from operating activities:
Net income (loss)	(81)	(15)
Equity in earnings of subsidiaries	(129)	(222)
Dividends received from subsidiaries	0	0
Depreciation and amortization	349	356
Increase in working capital	(185)	(66)
Other, net	107	64
Net cash provided by operating activities	61	117
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	(206)	(210)
Other, net	0	0
Net cash used by investing activities	(206)	(210)
Cash flows from financing activities:
Debt issued, net of debt repaid	281	(800)
Dividends paid	0	0
(Common stock acquired) net of Issuance of common stock	0	0
Intercompany activity, net	(159)	892
Other, net	3	(1)
Net cash provided (used) by financing activities	125	91
Net increase (decrease) in cash and cash equivalents	(20)	(2)
Cash and cash equivalents beginning of period	41	38
Cash and cash equivalents end of period	21	36
Other Subsidiaries
Cash flows from operating activities:
Net income (loss)	889	846
Equity in earnings of subsidiaries	0	0
Dividends received from subsidiaries	0	0
Depreciation and amortization	412	426
Increase in working capital	(554)	(367)
Other, net	33	61
Net cash provided by operating activities	780	966
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	(325)	(387)
Other, net	(10)	(18)
Net cash used by investing activities	(335)	(405)
Cash flows from financing activities:
Debt issued, net of debt repaid	(2)	(3)
Dividends paid	(458)	(455)
(Common stock acquired) net of Issuance of common stock	0	0
Intercompany activity, net	(65)	(159)
Other, net	166	90
Net cash provided (used) by financing activities	(359)	(527)
Net increase (decrease) in cash and cash equivalents	86	34
Cash and cash equivalents beginning of period	257	256
Cash and cash equivalents end of period	343	290
Consolidating Adjustments
Cash flows from operating activities:
Net income (loss)	(808)	(831)
Equity in earnings of subsidiaries	808	831
Dividends received from subsidiaries	(458)	(455)
Depreciation and amortization	0	0
Increase in working capital	0	0
Other, net	0	0
Net cash provided by operating activities	(458)	(455)
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	0	0
Other, net	0	0
Net cash used by investing activities	0	0
Cash flows from financing activities:
Debt issued, net of debt repaid	0	0
Dividends paid	458	455
(Common stock acquired) net of Issuance of common stock	0	0
Intercompany activity, net	0	0
Other, net	0	0
Net cash provided (used) by financing activities	458	455
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents beginning of period	0	0
Cash and cash equivalents end of period	$ 0	$ 0

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Financing Activities (Detail Of Debt Repayments) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Nov. 02, 2013	Oct. 27, 2012
Debt repaid	$ 121	$ 803
7.625% Senior Debentures [Member]
Extinguishment of debt	109	0
5.35% Senior Notes Due 2012 [Member]
Extinguishment of debt	0	616
8.0% Senior Debentures Due 2012 [Member]
Extinguishment of debt	0	173
9.5% Amortizing Debentures due Two Thousand Twenty One [Member]
Extinguishment of debt	4	4
9.75% Amortizing Debentures Due Two Thousand Twenty One [Member]
Extinguishment of debt	2	2
Capital Lease and Other Long-Term Obligations [Member]
Extinguishment of debt	$ 6	$ 8

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Summary of Significant Accounting Policies (Policy)

9 Months Ended

Nov. 02, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature Of Operations

Nature of Operations

Macy's, Inc. and subsidiaries (the "Company") is an omnichannel retail organization operating stores and Internet websites under two brands (Macy's and Bloomingdale's) 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's operations include approximately 840 stores, including thirteen Bloomingdale's Outlets, in 45 states, the District of Columbia, Guam and Puerto Rico, as well as macys.com and bloomingdales.com. In addition, Bloomingdale's in Dubai, United Arab Emirates is operated under a license agreement with Al Tayer Insignia, a company of Al Tayer Group, LLC.

Use Of Estimates

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.

The Consolidated Financial Statements for the 13 and 39 weeks endedNovember 2, 2013 and October 27, 2012, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) considered necessary to present fairly, in all material respects, the consolidated financial position and results of operations of the Company.

Comprehensive Income

Comprehensive Income

Total comprehensive income represents the change in equity during a period from sources other than transactions with shareholders and, as such, includes net income. For the Company, the only other component of total comprehensive income for the 13 and 39 weeks endedNovember 2, 2013 and October 27, 2012 is the amortization of post employment and postretirement plan items. These reclassifications out of accumulated other comprehensive loss are included in the computation of net periodic benefit costs and are included in selling, general and administrative expenses on the Consolidated Statements of Income. See Note 4, "Benefit Plans," for further information.

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Benefit Plans (Tables)

9 Months Ended

Nov. 02, 2013

Pension and Other Postretirement Benefit Expense [Abstract]

Schedule of Net Periodic Benefit Costs

The actuarially determined components of the net periodic benefit cost are as follows:

	13 Weeks Ended						39 Weeks Ended
	November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
	(millions)
Pension Plan
Service cost	$	28		$	30		$	84		$	88
Interest cost	36			40			107			118
Expected return on assets	(60		)	(64		)	(181		)	(190		)
Recognition of net actuarial loss	34			35			105			106
Amortization of prior service credit	—			(1		)	—			(1		)
	$	38		$	40		$	115		$	121
Supplementary Retirement Plan
Service cost	$	2		$	1		$	5		$	4
Interest cost	8			9			24			26
Recognition of net actuarial loss	4			4			14			13
Amortization of prior service credit	—			—			—			—
	$	14		$	14		$	43		$	43
Postretirement Obligations
Service cost	$	—		$	—		$	—		$	—
Interest cost	2			3			7			9
Recognition of net actuarial gain	—			(1		)	(2		)	(3		)
Amortization of prior service cost	—			—			—			—
	$	2		$	2		$	5		$	6

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Condensed Consolidating Financial Information

9 Months Ended

Nov. 02, 2013

Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Financial Information

    Condensed Consolidating Financial Information

Certain debt obligations of the Company, which constitute debt obligations of Macy's Retail Holdings, Inc. ("Subsidiary Issuer"), a 100%-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) and its subsidiary 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, 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 November 2, 2013, October 27, 2012 and February 2, 2013, the related Condensed Consolidating Statements of Comprehensive Income for the 13 and 39 weeks endedNovember 2, 2013 and October 27, 2012, and the related Condensed Consolidating Statements of Cash Flows for the 39 weeks endedNovember 2, 2013 and October 27, 2012 are presented on the following pages.

Condensed Consolidating Balance Sheet

As of November 2, 2013

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	807	$	21		$	343	$	—		$	1,171
Receivables	—		44			232		—			276
Merchandise inventories	—		3,946			3,770		—			7,716
Prepaid expenses and other current assets	—		99			298		—			397
Income taxes	38		—			—		(38		)	—
Total Current Assets	845		4,110			4,643		(38		)	9,560
Property and Equipment – net	—		4,531			3,419		—			7,950
Goodwill	—		3,315			428		—			3,743
Other Intangible Assets – net	—		103			432		—			535
Other Assets	4		73			581		—			658
Deferred income taxes	3		—			—		(3		)	—
Intercompany Receivable	464		—			3,218		(3,682		)	—
Investment in Subsidiaries	4,320		2,753			—		(7,073		)	—
Total Assets	$	5,636	$	14,885		$	12,721	$	(10,796	)	$	22,446
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	463		$	2	$	—		$	465
Merchandise accounts payable	—		1,812			2,085		—			3,897
Accounts payable and accrued liabilities	107		965			1,251		—			2,323
Income taxes	—		6			110		(38		)	78
Deferred income taxes	—		322			101		—			423
Total Current Liabilities	107		3,568			3,549		(38		)	7,186
Long-Term Debt	—		6,711			21		—			6,732
Intercompany Payable	—		3,682			—		(3,682		)	—
Deferred Income Taxes	—		450			778		(3		)	1,225
Other Liabilities	87		619			1,155		—			1,861
Shareholders' Equity (Deficit)	5,442		(145		)	7,218		(7,073		)	5,442
Total Liabilities and Shareholders' Equity	$	5,636	$	14,885		$	12,721	$	(10,796	)	$	22,446

Condensed Consolidating Statement of Comprehensive Income

For the 13 Weeks EndedNovember 2, 2013

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	2,979		$	6,337		$	(3,040	)	$	6,276
Cost of sales	—			(1,930		)	(4,913		)	3,026			(3,817		)
Gross margin	—			1,049			1,424			(14		)	2,459
Selling, general and administrative expenses	(2		)	(1,113		)	(998		)	14			(2,099		)
Operating income (loss)	(2		)	(64		)	426			—			360
Interest (expense) income, net:
External	1			(96		)	(1		)	—			(96		)
Intercompany	(1		)	(39		)	40			—			—
Equity in earnings of subsidiaries	178			(15		)	—			(163		)	—
Income (loss) before income taxes	176			(214		)	465			(163		)	264
Federal, state and local income tax benefit (expense)	1			56			(144		)	—			(87		)
Net income (loss)	$	177		$	(158	)	$	321		$	(163	)	$	177
Comprehensive income (loss)	$	201		$	(134	)	$	331		$	(197	)	$	201

Condensed Consolidating Statement of Comprehensive Income

For the 39 Weeks EndedNovember 2, 2013

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	8,911		$	16,716		$	(6,898	)	$	18,729
Cost of sales	—			(5,590		)	(12,529		)	6,858			(11,261		)
Gross margin	—			3,321			4,187			(40		)	7,468
Selling, general and administrative expenses	(7		)	(3,217		)	(2,955		)	40			(6,139		)
Operating income (loss)	(7		)	104			1,232			—			1,329
Interest (expense) income, net:
External	1			(289		)	(1		)	—			(289		)
Intercompany	(1		)	(118		)	119			—			—
Equity in earnings of subsidiaries	679			129			—			(808		)	—
Income (loss) before income taxes	672			(174		)	1,350			(808		)	1,040
Federal, state and local income tax benefit (expense)	3			93			(461		)	—			(365		)
Net income (loss)	$	675		$	(81	)	$	889		$	(808	)	$	675
Comprehensive income (loss)	$	747		$	(9	)	$	919		$	(910	)	$	747

Condensed Consolidating Statement of Cash Flows

For the 39 Weeks EndedNovember 2, 2013

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	675		$	(81	)	$	889		$	(808	)	$	675
Equity in earnings of subsidiaries	(679		)	(129		)	—			808			—
Dividends received from subsidiaries	458			—			—			(458		)	—
Depreciation and amortization	—			349			412			—			761
Increase in working capital	(34		)	(185		)	(554		)	—			(773		)
Other, net	16			107			33			—			156
Net cash provided by operating activities	436			61			780			(458		)	819
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	—			(206		)	(325		)	—			(531		)
Other, net	—			—			(10		)	—			(10		)
Net cash used by investing activities	—			(206		)	(335		)	—			(541		)
Cash flows from financing activities:
Debt issued, net of debt repaid	—			281			(2		)	—			279
Dividends paid	(267		)	—			(458		)	458			(267		)
Common stock acquired, net of issuance of common stock	(1,018		)	—			—			—			(1,018		)
Intercompany activity, net	224			(159		)	(65		)	—			—
Other, net	(106		)	3			166			—			63
Net cash provided (used) by financing activities	(1,167		)	125			(359		)	458			(943		)
Net increase (decrease) in cash and cash equivalents	(731		)	(20		)	86			—			(665		)
Cash and cash equivalents at beginning of period	1,538			41			257			—			1,836
Cash and cash equivalents at end of period	$	807		$	21		$	343		$	—		$	1,171

Condensed Consolidating Balance Sheet

As of October 27, 2012

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	938	$	36		$	290	$	—		$	1,264
Receivables	—		31			250		—			281
Merchandise inventories	—		3,712			3,496		—			7,208
Prepaid expenses and other current assets	—		103			307		—			410
Income taxes	127		—			—		(127		)	—
Total Current Assets	1,065		3,882			4,343		(127		)	9,163
Property and Equipment – net	—		4,696			3,516		—			8,212
Goodwill	—		3,315			428		—			3,743
Other Intangible Assets – net	—		131			439		—			570
Other Assets	4		65			513		—			582
Deferred Income Taxes	11		—			—		(11		)	—
Intercompany Receivable	1,260		—			3,114		(4,374		)	—
Investment in Subsidiaries	3,467		2,675			—		(6,142		)	—
Total Assets	$	5,807	$	14,764		$	12,353	$	(10,654	)	$	22,270
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	121		$	2	$	—		$	123
Merchandise accounts payable	—		1,730			1,897		—			3,627
Accounts payable and accrued liabilities	212		919			1,288		—			2,419
Income taxes	—		54			162		(127		)	89
Deferred income taxes	—		322			104		—			426
Total Current Liabilities	212		3,146			3,453		(127		)	6,684
Long-Term Debt	—		6,793			24		—			6,817
Intercompany Payable	—		4,374			—		(4,374		)	—
Deferred Income Taxes	—		389			804		(11		)	1,182
Other Liabilities	32		746			1,246		—			2,024
Shareholders' Equity (Deficit)	5,563		(684		)	6,826		(6,142		)	5,563
Total Liabilities and Shareholders' Equity	$	5,807	$	14,764		$	12,353	$	(10,654	)	$	22,270

Condensed Consolidating Statement of Comprehensive Income

For the 13 Weeks EndedOctober 27, 2012

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	2,979		$	5,820		$	(2,724	)	$	6,075
Cost of sales	—			(1,901		)	(4,480		)	2,709			(3,672		)
Gross margin	—			1,078			1,340			(15		)	2,403
Selling, general and administrative expenses	(2		)	(1,132		)	(959		)	15			(2,078		)
Operating income (loss)	(2		)	(54		)	381			—			325
Interest (expense) income, net:
External	—			(103		)	—			—			(103		)
Intercompany	—			(35		)	35			—			—
Equity in earnings of subsidiaries	147			29			—			(176		)	—
Income (loss) before income taxes	145			(163		)	416			(176		)	222
Federal, state and local income tax benefit (expense)	—			50			(127		)	—			(77		)
Net income (loss)	$	145		$	(113	)	$	289		$	(176	)	$	145
Comprehensive income (loss)	$	169		$	(89	)	$	299		$	(210	)	$	169

Condensed Consolidating Statement of Comprehensive Income

For the 39 Weeks EndedOctober 27, 2012

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	9,024		$	15,672		$	(6,360	)	$	18,336
Cost of sales	—			(5,640		)	(11,661		)	6,317			(10,984		)
Gross margin	—			3,384			4,011			(43		)	7,352
Selling, general and administrative expenses	(6		)	(3,282		)	(2,837		)	43			(6,082		)
Operating income (loss)	(6		)	102			1,174			—			1,270
Interest (expense) income, net:
External	1			(320		)	(1		)	—			(320		)
Intercompany	(1		)	(106		)	107			—			—
Equity in earnings of subsidiaries	609			222			—			(831		)	—
Income (loss) before income taxes	603			(102		)	1,280			(831		)	950
Federal, state and local income tax benefit (expense)	2			87			(434		)	—			(345		)
Net income (loss)	$	605		$	(15	)	$	846		$	(831	)	$	605
Comprehensive income	$	676		$	56		$	876		$	(932	)	$	676

Condensed Consolidating Statement of Cash Flows

For the 39 Weeks EndedOctober 27, 2012

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	605		$	(15	)	$	846		$	(831	)	$	605
Equity in earnings of subsidiaries	(609		)	(222		)	—			831			—
Dividends received from subsidiaries	455			—			—			(455		)	—
Depreciation and amortization	—			356			426			—			782
Increase in working capital	(173		)	(66		)	(367		)	—			(606		)
Other, net	(17		)	64			61			—			108
Net cash provided by operating activities	261			117			966			(455		)	889
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	—			(210		)	(387		)	—			(597		)
Other, net	—			—			(18		)	—			(18		)
Net cash used by investing activities	—			(210		)	(405		)	—			(615		)
Cash flows from financing activities:
Debt repaid	—			(800		)	(3		)	—			(803		)
Dividends paid	(246		)	—			(455		)	455			(246		)
Common stock acquired, net of issuance of common stock	(826		)	—			—			—			(826		)
Intercompany activity, net	(733		)	892			(159		)	—			—
Other, net	(51		)	(1		)	90			—			38
Net cash provided (used) by financing activities	(1,856		)	91			(527		)	455			(1,837		)
Net increase (decrease) in cash and cash equivalents	(1,595		)	(2		)	34			—			(1,563		)
Cash and cash equivalents at beginning of period	2,533			38			256			—			2,827
Cash and cash equivalents at end of period	$	938		$	36		$	290		$	—		$	1,264

Condensed Consolidating Balance Sheet

As of February 2, 2013

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	1,538	$	41		$	257	$	—		$	1,836
Receivables	—		58			313		—			371
Merchandise inventories	—		2,804			2,504		—			5,308
Prepaid expenses and other current assets	—		97			264		—			361
Income taxes	30		—			—		(30		)	—
Total Current Assets	1,568		3,000			3,338		(30		)	7,876
Property and Equipment – net	—		4,649			3,547		—			8,196
Goodwill	—		3,315			428		—			3,743
Other Intangible Assets – net	—		124			437		—			561
Other Assets	3		71			541		—			615
Intercompany Receivable	641		—			3,190		(3,831		)	—
Investment in Subsidiaries	4,027		2,595			—		(6,622		)	—
Total Assets	$	6,239	$	13,754		$	11,481	$	(10,483	)	$	20,991
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	121		$	3	$	—		$	124
Merchandise accounts payable	—		733			846		—			1,579
Accounts payable and accrued liabilities	119		1,023			1,468		—			2,610
Income taxes	—		69			316		(30		)	355
Deferred income taxes	—		323			84		—			407
Total Current Liabilities	119		2,269			2,717		(30		)	5,075
Long-Term Debt	—		6,783			23		—			6,806
Intercompany Payable	—		3,831			—		(3,831		)	—
Deferred Income Taxes	11		410			817		—			1,238
Other Liabilities	58		596			1,167		—			1,821
Shareholders' Equity (Deficit)	6,051		(135		)	6,757		(6,622		)	6,051
Total Liabilities and Shareholders' Equity	$	6,239	$	13,754		$	11,481	$	(10,483	)	$	20,991

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Summary of Significant Accounting Policies

9 Months Ended

Nov. 02, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Nature of Operations

Macy's, Inc. and subsidiaries (the "Company") is an omnichannel retail organization operating stores and Internet websites under two brands (Macy's and Bloomingdale's) 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's operations include approximately 840 stores, including thirteen Bloomingdale's Outlets, in 45 states, the District of Columbia, Guam and Puerto Rico, as well as macys.com and bloomingdales.com. In addition, Bloomingdale's in Dubai, United Arab Emirates is operated under a license agreement with Al Tayer Insignia, a company of Al Tayer Group, LLC.

A description of the Company's significant accounting policies is included in the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2013 (the "2012 10-K"). The accompanying Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto in the 2012 10-K.

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.

The Consolidated Financial Statements for the 13 and 39 weeks endedNovember 2, 2013 and October 27, 2012, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) considered necessary to present fairly, in all material respects, the consolidated financial position and results of operations of the Company.

Seasonality

Because of the seasonal nature of the retail business, the results of operations for the 13 and 39 weeks endedNovember 2, 2013 and October 27, 2012 (which do not include the Christmas season) are not necessarily indicative of such results for the full fiscal year.

Comprehensive Income

Total comprehensive income represents the change in equity during a period from sources other than transactions with shareholders and, as such, includes net income. For the Company, the only other component of total comprehensive income for the 13 and 39 weeks endedNovember 2, 2013 and October 27, 2012 is the amortization of post employment and postretirement plan items. These reclassifications out of accumulated other comprehensive loss are included in the computation of net periodic benefit costs and are included in selling, general and administrative expenses on the Consolidated Statements of Income. See Note 4, "Benefit Plans," for further information.

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Summary of Significant Accounting Policies (Narrative) (Details)	Nov. 02, 2013
Number of states in which entity operates	45
Bloomingdale's Outlet Store [Member]
Number of Stores	13
Minimum [Member]
Number of Stores	840

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Financing Activities Financing Activites (Tables)

9 Months Ended

Nov. 02, 2013

Extinguishment of Debt [Line Items]

Detail of Debt Repayments

The following table shows the detail of debt repayments:

	39 Weeks Ended
	November 2, 2013		October 27, 2012
	(millions)
7.625% Senior debentures due 2013	$	109	$	—
5.35% Senior notes due 2012	—		616
8.0% Senior debentures due 2012	—		173
9.5% amortizing debentures due 2021	4		4
9.75% amortizing debentures due 2021	2		2
Capital leases and other obligations	6		8
	$	121	$	803

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Financing Activities (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended			9 Months Ended
	Nov. 02, 2013	Oct. 27, 2012	Aug. 03, 2013	Nov. 02, 2013 8.0% Senior Debentures Due 2012 [Member]	Oct. 27, 2012 8.0% Senior Debentures Due 2012 [Member]	Nov. 02, 2013 5.35% Senior Notes Due 2012 [Member]	Oct. 27, 2012 5.35% Senior Notes Due 2012 [Member]	Nov. 02, 2013 7.625% Senior Debentures [Member]	Oct. 27, 2012 7.625% Senior Debentures [Member]	Sep. 06, 2013 4.375% Senior notes Due 2023 [Member]
Extinguishment of debt				$ 0	$ 173	$ 0	$ 616	$ 109	$ 0
Debt Instrument, Interest Rate, Stated Percentage					8.00%		5.35%			4.375%
Loss on extinguishment of debt		4
Stock Repurchased During Period, Shares	27.6
Stock Repurchased During Period, Value	1,254
Stock Repurchase Program, Remaining Authorized Repurchase Amount	1,748
Debt Instrument, Face Amount										400
Line of Credit Facility, Maximum Borrowing Capacity			1,500
Line of Credit Facility, Maximum Borrowing Capacity at Company's Option			$ 1,750

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Earnings Per Share Earnings Per Share (Narrative) (Details) In Millions, unless otherwise specified	9 Months Ended
	Nov. 02, 2013	Oct. 27, 2012
Stock Options [Member]
Stock options and restricted stock units outstanding, not included in computation of diluted earnings per share	6.6	7.6
Performance-Based Restricted Stock Units [Member]
Stock options and restricted stock units outstanding, not included in computation of diluted earnings per share	1.8	2.5

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Document and Entity Information	9 Months Ended
	Nov. 02, 2013	Nov. 29, 2013
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Nov. 02, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Trading Symbol	M
Entity Registrant Name	Macy's, Inc.
Entity Central Index Key	0000794367
Current Fiscal Year End Date	--02-01
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		368,481,994

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Earnings Per Share (Computation Of Basic and Diluted Earnings Per Share) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Nov. 02, 2013	Oct. 27, 2012	Nov. 02, 2013	Oct. 27, 2012
Earnings Per Share [Abstract]
Net income (loss)	$ 177	$ 145	$ 675	$ 605
Net income available to common stockholders, basic	177	145	675	605
Net income available to common stockholders, diluted	$ 177	$ 145	$ 675	$ 605
Basic earnings per share	$ 0.47	$ 0.36	$ 1.77	$ 1.48
Diluted earnings per share	$ 0.47	$ 0.36	$ 1.74	$ 1.45
Average number of shares issued, basic	373.9	400.3	380.8	408.7
Shares to be issued under deferred compensation and other plans	0.9	1.0	1.0	1.2
Average number of shares outstanding, basic	374.8	401.3	381.8	409.9
Effect of dilutive securities-stock options, restricted stock and restricted stock units	5.4	6.6	6.2	6.6
Average number of shares outstanding, diluted	380.2	407.9	388.0	416.5