10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 29, 2011

OR

¨ 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 34^th 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  x    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 Regulations 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  x    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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨ (do not check if a smaller reporting company)	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  x

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 25, 2011
Common Stock, $0.01 par value per share	419,823,191 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
	October 29, 2011			October 30, 2010			October 29, 2011			October 30, 2010
Net sales	$	5,853		$	5,623		$	17,681		$	16,734
Cost of sales		(3,544	)		(3,377	)		(10,587	)		(9,969	)
Gross margin		2,309			2,246			7,094			6,765
Selling, general and administrative expenses		(2,018	)		(2,069	)		(5,967	)		(6,015	)
Operating income		291			177			1,127			750
Interest expense		(109	)		(166	)		(338	)		(460	)
Interest income		1			2			3			4
Income before income taxes		183			13			792			294
Federal, state and local income tax expense		(44	)		(3	)		(281	)		(114	)
Net income	$	139		$	10		$	511		$	180
Basic earnings per share	$	.33		$	.02		$	1.20		$	.43
Diluted earnings per share	$	.32		$	.02		$	1.18		$	.42

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

2

MACY’S, INC.

Consolidated Balance Sheets

(Unaudited)

(millions)

	October 29, 2011		January 29, 2011		October 30, 2010
ASSETS:
Current Assets:
Cash and cash equivalents	$	1,097	$	1,464	$	715
Receivables		379		392		303
Merchandise inventories		7,158		4,758		6,530
Prepaid expenses and other current assets		317		285		289
Total Current Assets		8,951		6,899		7,837
Property and Equipment-net of accumulated depreciation and amortization of $6,720, $6,049 and $6,509		8,423		8,813		8,915
Goodwill		3,743		3,743		3,743
Other Intangible Assets - net		608		637		647
Other Assets		538		539		540
Total Assets	$	22,263	$	20,631	$	21,682
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	805	$	454	$	605
Merchandise accounts payable		3,576		1,421		3,165
Accounts payable and accrued liabilities		2,483		2,644		2,378
Income taxes		66		182		8
Deferred income taxes		344		364		334
Total Current Liabilities		7,274		5,065		6,490
Long-Term Debt		6,151		6,971		6,982
Deferred Income Taxes		1,446		1,245		1,129
Other Liabilities		1,540		1,820		2,238
Shareholders’ Equity		5,852		5,530		4,843
Total Liabilities and Shareholders’ Equity	$	22,263	$	20,631	$	21,682

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

3

MACY’S, INC.

Consolidated Statements of Cash Flows

(Unaudited)

(millions)

	39 Weeks Ended October  29, 2011			39 Weeks Ended October  30, 2010
Cash flows from operating activities:
Net income	$	511		$	180
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		818			865
Stock-based compensation expense		54			55
Amortization of financing costs and premium on acquired debt		(12	)		(21	)
Changes in assets and liabilities:
Decrease in receivables		28			47
Increase in merchandise inventories		(2,400	)		(1,915	)
Increase in prepaid expenses and other current assets		(32	)		(13	)
(Increase) decrease in other assets not separately identified		40			(34	)
Increase in merchandise accounts payable		2,023			1,719
Decrease in accounts payable and accrued liabilities not separately identified		(220	)		(245	)
Decrease in current income taxes		(117	)		(60	)
Increase in deferred income taxes		162			100
Decrease in other liabilities not separately identified		(228	)		(332	)
Net cash provided by operating activities		627			346
Cash flows from investing activities:
Purchase of property and equipment		(359	)		(203	)
Capitalized software		(141	)		(105	)
Disposition of property and equipment		22			66
Proceeds from insurance claims		6			6
Other, net		0			(49	)
Net cash used by investing activities		(472	)		(285	)
Cash flows from financing activities:
Debt repaid		(451	)		(1,090	)
Financing costs		(8	)		0
Dividends paid		(106	)		(63	)
Increase in outstanding checks		140			92
Acquisition of treasury stock		(210	)		(1	)
Issuance of common stock		113			30
Net cash used by financing activities		(522	)		(1,032	)
Net decrease in cash and cash equivalents		(367	)		(971	)
Cash and cash equivalents at beginning of period		1,464			1,686
Cash and cash equivalents at end of period	$	1,097		$	715
Supplemental cash flow information:
Interest paid	$	333		$	474
Interest received		4			4
Income taxes paid (net of refunds received)		272			106

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

4

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

1. Summary of Significant Accounting Policies

Macy’s, Inc. and subsidiaries (the “Company”) is a retail organization operating retail stores and Internet websites under two brands (Macy’s and Bloomingdale’s) that sell a wide range of merchandise, including men’s, women’s and children’s apparel and accessories, cosmetics, home furnishings and other consumer goods. The Company’s operations include approximately 850 stores in 45 states, the District of Columbia, Guam and Puerto Rico, as well as macys.com and bloomingdales.com.

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 January 29, 2011 (the “2010 10-K”). The accompanying Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto in the 2010 10-K.

As of January 29, 2011, the Company changed its methodology for recording deferred state income taxes from a blended rate basis to a separate entity basis, and has reflected the effects of such change to 2008. Even though the Company considers the change to have had only an immaterial impact on its financial condition, results of operations and cash flows for the periods presented, the financial condition, results of operations and cash flows for the prior period as previously reported have been adjusted to reflect the change.

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 ended October 29, 2011 and October 30, 2010, 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.

Because of the seasonal nature of the retail business, the results of operations for the 13 and 39 weeks ended October 29, 2011 and October 30, 2010 (which do not include the Christmas season) are not necessarily indicative of such results for the full fiscal year.

Cash and cash equivalents include cash and liquid investments with original maturities of three months or less. Among other investments, cash and cash equivalents include U.S. Treasury securities of $150 million at October 29, 2011 and amounts due in respect of credit card sales transactions that are settled early in the following period in the amount of $134 million at October 29, 2011, $104 million at January 29, 2011 and $117 million at October 30, 2010.

The Company records income from credit operations as a reduction of Selling, General and Administrative expenses. Income from credit operations was $185 million and $414 million in the 13 and 39 weeks ended October 29, 2011, respectively, an increase over the $77 million and $224 million earned in the 13 and 39 weeks ended October 30, 2010, respectively, which resulted primarily from improvement in actual and expected collection rates.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2010-06, which provides amendments and requires new disclosures relating to Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” and also conforming amendments to guidance relating to ASC Topic 715, “Compensation - Retirement Benefits.” The Company adopted this guidance on January 31, 2010, except for the disclosure requirement regarding purchases, sales, issuances and settlements in the rollforward of activity in Level 3 fair value measurements, which the Company adopted on January 30, 2011. This guidance is limited to the form and content of disclosures, and the full adoption did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In July 2010, the FASB issued Accounting Standard Update No. 2010-20, which amends various sections of ASC Topic 310, “Receivables,” relating to a company’s allowance for credit losses and the credit quality of its financing receivables. The amendment requires companies to provide disaggregated levels of disclosure by portfolio segment and class of financing receivable to enable users of the financial statements to understand the nature of credit risk, how the risk is analyzed in determining the related allowance for credit losses and changes to the allowance during the reporting period. The Company adopted this guidance as of January 29, 2011, except as it relates to disclosures regarding activities during a reporting period, which the Company adopted on January 30, 2011. This guidance is limited to the form and content of disclosures. The full adoption did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

(continued)

5

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

In December 2010, the FASB issued Accounting Standard Update No. 2010-28, which amends ASC Topic 350, “Intangibles - Goodwill and Other,” relating to the goodwill impairment test of a reporting unit with zero or negative carrying amounts. The Company adopted this guidance as of January 30, 2011, and the adoption did not have and is not expected to have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In May 2011, the FASB issued Accounting Standard Update No. 2011-04, which amends ASC Topic 820, “Fair Value Measurements and Disclosures,” to result in common fair value measurements and disclosures between accounting principles generally accepted in the United States of America and International Financial Reporting Standards. The amendments explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments change the wording used to describe fair value measurement requirements and disclosures, but often do not result in a change in the application of current guidance. Certain amendments clarify the intent about the application of existing fair value measurement requirements, while certain other amendments change a principle or requirement for fair value measurement or disclosure. This guidance is effective for interim and annual periods beginning after December 15, 2011. The Company does not anticipate that the adoption of this guidance will have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In June 2011, the FASB issued Accounting Standard Update No. 2011-05, which amends ASC Topic 220, “Comprehensive Income,” to increase the prominence of items reported in other comprehensive income by eliminating the option of presenting components of comprehensive income as part of the statement of changes in shareholders’ equity. The updated guidance requires that all nonowner changes in shareholders’ equity be presented either as a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance is effective for interim and annual periods beginning after December 15, 2011. The guidance is limited to the form and content of the financial statements and disclosures, and the Company does not anticipate that the adoption of this guidance will have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, which amends ASC Topic 350, “Intangibles - Goodwill and Other.” The guidance amends the impairment test for goodwill by allowing companies to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than the carrying amount and whether it is necessary to perform the current two-step goodwill impairment test. This guidance is effective for interim and annual periods beginning after December 15, 2011. The Company does not anticipate that the adoption of this guidance will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In September 2011, the FASB issued Accounting Standards Update No. 2011-09, which amends ASC Topic 715, “Compensation - Retirement Benefits.” This guidance requires additional quantitative and qualitative disclosures for employers who participate in multiemployer pension plans. This guidance is effective for annual periods ending after December 15, 2011. This guidance is limited to the form and content of disclosures, and the Company does not anticipate that the adoption of this guidance will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

2. Division Consolidation Costs

In 2008, the Company began a localization initiative called “My Macy’s.” This initiative was intended to strengthen local market focus and enhance selling service in an effort to both accelerate same-store sales growth and reduce expenses. To maximize the results from My Macy’s, the Company took action, initially in selected markets, that: concentrated more management talent in local markets, effectively reducing the “span of control” over local stores; created new positions in the field to work with planning and buying executives in helping to understand and act on the merchandise needs of local customers; and empowered locally based executives to make more and better decisions. In 2009, the Company announced the expansion of the My Macy’s localization initiative across the country. As My Macy’s was rolled out nationally to new local markets in 2009, the Company’s Macy’s branded stores were reorganized into a unified operating structure, through division consolidations, to support the Macy’s business. Division central office organizations were eliminated and certain divisions no longer exist as separate entities as their functions were integrated into remaining organizations.

(continued)

6

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

The following table shows for the 39 weeks ended October 30, 2010, the beginning and ending balance of, and the activity associated with, the severance accrual established in connection with the division consolidation and localization initiatives:

	January 30, 2010		Payments			October 30, 2010
	(millions)
Severance costs	$	69	$	(69	)	$	0

3. Earnings Per Share

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

	13 Weeks Ended
	October 29, 2011						October 30, 2010
	Income				Shares		Income				Shares
	(millions, except per share figures)
Net income and average number of shares outstanding	$	139				424.3	$	10				422.4
Shares to be issued under deferred compensation plans						1.0						1.1
	$	139				425.3	$	10				423.5
Basic earnings per share			$	.33					$	.02
Effect of dilutive securities – stock options, restricted stock and restricted stock units						6.5						4.1
	$	139				431.8	$	10				427.6
Diluted earnings per share			$	.32					$	.02
	39 Weeks Ended
	October 29, 2011						October 30, 2010
	Income				Shares		Income				Shares
	(millions, except per share figures)
Net income and average number of shares outstanding	$	511				425.0	$	180				421.9
Shares to be issued under deferred compensation plans						1.0						1.1
	$	511				426.0	$	180				423.0
Basic earnings per share			$	1.20					$	.43
Effect of dilutive securities – stock options, restricted stock and restricted stock units						6.2						3.7
	$	511				432.2	$	180				426.7
Diluted earnings per share			$	1.18					$	.42

In addition to the stock options, restricted stock and restricted stock units reflected in the foregoing tables, stock options to purchase 17.5 million shares of common stock were outstanding at October 29, 2011, but were not included in the computation of diluted earnings per share for the 13 or 39 weeks ended October 29, 2011 because their inclusion would have been antidilutive.

In addition to the stock options, restricted stock and restricted stock units reflected in the foregoing tables, stock options to purchase 25.4 million shares of common stock and restricted stock units relating to 827,000 shares of common stock were outstanding at October 30, 2010, but were not included in the computation of diluted earnings per share for the 13 or 39 weeks ended October 30, 2010 because their inclusion would have been antidilutive.

(continued)

7

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

4. Financing Activities

During the 39 weeks ended October 29, 2011, the Company repaid $439 million of indebtedness at maturity.

As a result of an upgrade of the notes by specified rating agencies, the rate of interest payable in respect of $612 million in aggregate principal amount of the Company’s senior notes outstanding at October 29, 2011 decreased by .25 percent per annum to 8.125% effective in May 2011. The rate of interest payable in respect of these senior notes outstanding could subsequently increase by up to 1.75 percent per annum or decrease by .25 percent per annum from its current level in the event of one or more downgrades or upgrades of the notes by specified rating agencies.

During the 39 weeks ended October 30, 2010, the Company repaid $76 million of indebtedness at maturity.

During the 13 and 39 weeks ended October 30, 2010, the Company used approximately $541 million and approximately $1,067 million, respectively, of cash to repurchase approximately $500 million and approximately $1,000 million, respectively, of indebtedness prior to maturity. In connection with these repurchases, the Company recognized additional interest expense of approximately $39 million and $66 million in the 13 and 39 weeks ended October 30, 2010, respectively, due to the expenses associated with the early retirement of this debt.

The following table shows the detail of debt repayments:

	39 Weeks Ended
	October 29, 2011		October 30, 2010
	(millions)
8.5% Senior notes due 2010	$	0	$	76
6.625% Senior notes due 2011		330		170
7.45% Senior debentures due 2011		109		41
5.35% Senior notes due 2012		0		484
8.0% Senior debentures due 2012		0		27
5.875% Senior notes due 2013		0		52
7.625% Senior debentures due 2013		0		16
5.75% Senior notes due 2014		0		47
7.875% Senior notes due 2015		0		38
5.90% Senior notes due 2016		0		123
7.45% Senior debentures due 2016		0		2
9.5% amortizing debentures due 2021		4		4
9.75% amortizing debentures due 2021		2		2
Capital leases and other obligations		6		8
	$	451	$	1,090

The Company entered into a credit agreement with certain financial institutions on June 20, 2011 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 June 20, 2015 and replaced a $2,000 million facility which was set to expire August 30, 2012. As of and during the 39 weeks ended October 29, 2011, the Company had no borrowings outstanding under its credit agreements. As of the date of this report, the Company does not expect to borrow under its credit agreement during fiscal 2011.

During the 13 and 39 weeks ended October 29, 2011, the Company repurchased 8,162,400 shares of its common stock pursuant to existing stock purchase authorizations at an approximate cost of $221 million. After giving effect to these purchases, approximately $631 million of authorizations remained unused. The Company may continue, discontinue and resume purchases of shares of its common stock at any time and from time to time depending on actual and anticipated sources and uses of liquidity, conditions in the capital markets and other factors.

(continued)

8

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

5. 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. The Company also has an unfunded defined benefit supplementary retirement plan, which provides benefits, for certain employees, in excess of qualified plan limitations.

During the 39 weeks ended October 29, 2011 and October 30, 2010, the Company made funding contributions to the Pension Plan of $225 million and $325 million, respectively.

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 additional provisions which impact the accounting for postretirement obligations. Based on the analysis to date, the impact of 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
	October 29, 2011			October 30, 2010			October 29, 2011			October 30, 2010
	(millions)
Pension Plan
Service cost	$	25		$	25		$	76		$	75
Interest cost		40			40			120			119
Expected return on assets		(61	)		(55	)		(185	)		(164	)
Recognition of net actuarial loss		22			15			66			45
Amortization of prior service cost		(1	)		(1	)		(1	)		(1	)
	$	25		$	24		$	76		$	74
Supplementary Retirement Plan
Service cost	$	1		$	1		$	4		$	4
Interest cost		9			9			27			27
Recognition of net actuarial loss		2			1			6			3
Amortization of prior service cost		0			0			(1	)		(1	)
	$	12		$	11		$	36		$	33
Postretirement Obligations
Service cost	$	0		$	0		$	0		$	0
Interest cost		3			4			10			11
Recognition of net actuarial gain		(1	)		(2	)		(4	)		(4	)
Amortization of prior service cost		0			0			0			0
	$	2		$	2		$	6		$	7

(continued)

9

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

6. Accumulated Other Comprehensive Loss

The following table shows the beginning and ending balance of, and the activity associated with, accumulated other comprehensive loss, net of income tax effects, for the 39 weeks ended October 29, 2011 and October 30, 2010:

	October 29, 2011			October 30, 2010
	(millions)
Accumulated other comprehensive loss, at beginning of period	$	(730	)	$	(753	)
Unrealized loss on marketable securities, net of income tax effect of $1 million and $0 million		(2	)		0
Reclassification of realized gain on marketable securities to net income, net of income tax effect of $4 million		(8	)		0
Post employment and postretirement benefit plans:
Recognition of net actuarial (gain) loss, net of income tax effect of $26 million and $17 million		42			27
Prior service cost, net of income tax effect of $1 million and $1 million		(1	)		(1	)
Accumulated other comprehensive loss, at end of period	$	(699	)	$	(727	)

On February 25, 2011, the Company sold its investment in The Knot, Inc. and unrecognized gains in accumulated other comprehensive income were reclassified and recognized into Selling, General and Administrative expenses in the Consolidated Statements of Income.

7. 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:

	October 29, 2011								October 30, 2010
			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	$	91	$	0	$	91	$	0	$	96	$	33	$	63	$	0

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 estimated based on the quoted market prices for publicly traded debt or by using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

The following table shows the estimated fair values of the Company’s long-term debt:

	October 29, 2011						October 30, 2010
	Notional Amount		Carrying Amount		Fair Value		Notional Amount		Carrying Amount		Fair Value
	(millions)
Long-term debt	$	5,903	$	6,124	$	6,500	$	6,707	$	6,952	$	7,085

(continued)

10

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

8. Condensed Consolidating Financial Information

Certain debt obligations of the Company, which constitute debt obligations of Macy’s Retail Holdings, Inc. (“Subsidiary Issuer”), a wholly-owned subsidiary of Macy’s, Inc. (“Parent”), are fully and unconditionally guaranteed by Parent. In the following condensed consolidating financial statements, “Other Subsidiaries” includes all other direct subsidiaries of Parent, including FDS Bank, Leadville Insurance Company and Snowdin Insurance Company, Macy’s Merchandising Group, Inc. and its subsidiary Macy’s Merchandising Group International, LLC. “Subsidiary Issuer” includes operating divisions and non-guarantor subsidiaries of the Subsidiary Issuer on an equity basis. The assets and liabilities and results of operations of the non-guarantor subsidiaries of the Subsidiary Issuer are also reflected in “Other Subsidiaries.”

Condensed Consolidating Balance Sheets as of October 29, 2011, October 30, 2010 and January 29, 2011, the related Condensed Consolidating Statements of Operations for the 13 and 39 weeks ended October 29, 2011 and October 30, 2010, and the related Condensed Consolidating Statements of Cash Flows for the 39 weeks ended October 29, 2011 and October 30, 2010 are presented on the following pages.

(continued)

11

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Balance Sheet

As of October 29, 2011

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	779	$	34		$	284	$	0		$	1,097
Receivables		0		49			330		0			379
Merchandise inventories		0		3,781			3,377		0			7,158
Prepaid expenses and other current assets		0		102			215		0			317
Income taxes		44		0			0		(44	)		0
Total Current Assets		823		3,966			4,206		(44	)		8,951
Property and Equipment–net		0		4,812			3,611		0			8,423
Goodwill		0		3,315			428		0			3,743
Other Intangible Assets–net		0		161			447		0			608
Other Assets		4		92			442		0			538
Intercompany Receivable		2,176		0			2,955		(5,131	)		0
Investment in Subsidiaries		3,094		2,790			0		(5,884	)		0
Total Assets	$	6,097	$	15,136		$	12,089	$	(11,059	)	$	22,263
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	0	$	802		$	3	$	0		$	805
Merchandise accounts payable		0		1,748			1,828		0			3,576
Accounts payable and accrued liabilities		211		959			1,313		0			2,483
Income taxes		0		30			80		(44	)		66
Deferred income taxes		0		279			65		0			344
Total Current Liabilities		211		3,818			3,289		(44	)		7,274
Long-Term Debt		0		6,125			26		0			6,151
Intercompany Payable		0		5,131			0		(5,131	)		0
Deferred Income Taxes		1		460			985		0			1,446
Other Liabilities		33		616			891		0			1,540
Shareholders’ Equity (Deficit)		5,852		(1,014	)		6,898		(5,884	)		5,852
Total Liabilities and Shareholders’ Equity	$	6,097	$	15,136		$	12,089	$	(11,059	)	$	22,263

(continued)

12

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statement of Operations

For the 13 Weeks Ended October 29, 2011

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	0		$	2,941		$	5,733		$	(2,821	)	$	5,853
Cost of sales		0			(1,899	)		(4,452	)		2,807			(3,544	)
Gross margin		0			1,042			1,281			(14	)		2,309
Selling, general and administrative expenses		11			(1,174	)		(869	)		14			(2,018	)
Operating income (loss)		11			(132	)		412			0			291
Interest (expense) income, net
External		0			(108	)		0			0			(108	)
Intercompany		(1	)		(47	)		48			0			0
Equity in earnings of subsidiaries		132			21			0			(153	)		0
Income (loss) before income taxes		142			(266	)		460			(153	)		183
Federal, state and local income tax benefit (expense)		(3	)		101			(142	)		0			(44	)
Net income (loss)	$	139		$	(165	)	$	318		$	(153	)	$	139

(continued)

13

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statement of Operations

For the 39 Weeks Ended October 29, 2011

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	0		$	8,967		$	15,188		$	(6,474	)	$	17,681
Cost of sales		0			(5,614	)		(11,406	)		6,433			(10,587	)
Gross margin		0			3,353			3,782			(41	)		7,094
Selling, general and administrative expenses		7			(3,303	)		(2,712	)		41			(5,967	)
Operating income		7			50			1,070			0			1,127
Interest (expense) income, net
External		1			(336	)		0			0			(335	)
Intercompany		(1	)		(144	)		145			0			0
Equity in earnings of subsidiaries		506			175			0			(681	)		0
Income (loss) before income taxes		513			(255	)		1,215			(681	)		792
Federal, state and local income tax benefit (expense)		(2	)		132			(411	)		0			(281	)
Net income (loss)	$	511		$	(123	)	$	804		$	(681	)	$	511

(continued)

14

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statement of Cash Flows

For the 39 Weeks Ended October 29, 2011

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	511		$	(123	)	$	804		$	(681	)	$	511
Equity in earnings of subsidiaries		(506	)		(175	)		0			681			0
Dividends received from subsidiaries		352			0			0			(352	)		0
Depreciation and amortization		0			390			428			0			818
Increase in working capital		(73	)		(213	)		(432	)		0			(718	)
Other, net		1			23			(8	)		0			16
Net cash provided (used) by operating activities		285			(98	)		792			(352	)		627
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net		0			(194	)		(278	)		0			(472	)
Other, net		0			38			(38	)		0			0
Net cash used by investing activities		0			(156	)		(316	)		0			(472	)
Cash flows from financing activities:
Debt repaid		0			(449	)		(2	)		0			(451	)
Dividends paid		(106	)		0			(352	)		352			(106	)
Acquisition of common stock, net of common stock issued		(97	)		0			0			0			(97	)
Intercompany activity, net		(488	)		705			(217	)		0			0
Other, net		11			(9	)		130			0			132
Net cash provided (used) by financing activities		(680	)		247			(441	)		352			(522	)
Net increase (decrease) in cash and cash equivalents		(395	)		(7	)		35			0			(367	)
Cash and cash equivalents at beginning of period		1,174			41			249			0			1,464
Cash and cash equivalents at end of period	$	779		$	34		$	284		$	0		$	1,097

(continued)

15

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Balance Sheet

As of October 30, 2010

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	427	$	36		$	252	$	0		$	715
Receivables		0		33			270		0			303
Merchandise inventories		0		3,490			3,040		0			6,530
Prepaid expenses and other current assets		0		93			196		0			289
Income taxes		95		0			0		(95	)		0
Deferred income tax assets		4		0			0		(4	)		0
Total Current Assets		526		3,652			3,758		(99	)		7,837
Property and Equipment–net		0		5,043			3,872		0			8,915
Goodwill		0		3,315			428		0			3,743
Other Intangible Assets–net		0		192			455		0			647
Other Assets		4		120			416		0			540
Deferred Income Tax Assets		15		0			0		(15	)		0
Intercompany Receivable		2,112		0			2,930		(5,042	)		0
Investment in Subsidiaries		2,495		2,892			0		(5,387	)		0
Total Assets	$	5,152	$	15,214		$	11,859	$	(10,543	)	$	21,682
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	0	$	602		$	3	$	0		$	605
Merchandise accounts payable		0		1,572			1,593		0			3,165
Accounts payable and accrued liabilities		256		1,005			1,117		0			2,378
Income taxes		0		15			88		(95	)		8
Deferred income taxes		0		297			41		(4	)		334
Total Current Liabilities		256		3,491			2,842		(99	)		6,490
Long-Term Debt		0		6,953			29		0			6,982
Intercompany Payable		0		5,042			0		(5,042	)		0
Deferred Income Taxes		0		314			830		(15	)		1,129
Other Liabilities		53		949			1,236		0			2,238
Shareholders’ Equity (Deficit)		4,843		(1,535	)		6,922		(5,387	)		4,843
Total Liabilities and Shareholders’ Equity	$	5,152	$	15,214		$	11,859	$	(10,543	)	$	21,682

(continued)

16

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statement of Operations

For the 13 Weeks Ended October 30, 2010

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	0		$	2,906		$	5,292		$	(2,575	)	$	5,623
Cost of sales		0			(1,843	)		(4,094	)		2,560			(3,377	)
Gross margin		0			1,063			1,198			(15	)		2,246
Selling, general and administrative expenses		(2	)		(1,156	)		(926	)		15			(2,069	)
Operating income (loss)		(2	)		(93	)		272			0			177
Interest (expense) income, net
External		0			(162	)		(2	)		0			(164	)
Intercompany		0			(41	)		41			0			0
Equity in earnings of subsidiaries		11			7			0			(18	)		0
Income before income taxes		9			(289	)		311			(18	)		13
Federal, state and local income tax benefit (expense)		1			90			(94	)		0			(3	)
Net income (loss)	$	10		$	(199	)	$	217		$	(18	)	$	10

(continued)

17

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statement of Operations

For the 39 Weeks Ended October 30, 2010

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	0		$	8,742		$	14,071		$	(6,079	)	$	16,734
Cost of sales		0			(5,411	)		(10,594	)		6,036			(9,969	)
Gross margin		0			3,331			3,477			(43	)		6,765
Selling, general and administrative expenses		(6	)		(3,304	)		(2,748	)		43			(6,015	)
Operating income (loss)		(6	)		27			729			0			750
Interest (expense) income, net
External		1			(456	)		(1	)		0			(456	)
Intercompany		(1	)		(125	)		126			0			0
Equity in earnings of subsidiaries		184			92			0			(276	)		0
Income (loss) before income taxes		178			(462	)		854			(276	)		294
Federal, state and local income tax benefit (expense)		2			166			(282	)		0			(114	)
Net income (loss)	$	180		$	(296	)	$	572		$	(276	)	$	180

(continued)

18

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statement of Cash Flows

For the 39 Weeks Ended October 30, 2010

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	180		$	(296	)	$	572		$	(276	)	$	180
Equity in earnings from subsidiaries		(184	)		(92	)		0			276			0
Dividends received from subsidiaries		289			0			0			(289	)		0
Depreciation and amortization		0			427			438			0			865
(Increase) decrease in working capital		(86	)		(474	)		93			0			(467	)
Other, net		8			(379	)		139			0			(232	)
Net cash provided (used) by operating activities		207			(814	)		1,242			(289	)		346
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net		0			(51	)		(185	)		0			(236	)
Other, net		0			0			(49	)		0			(49	)
Net cash used by investing activities		0			(51	)		(234	)		0			(285	)
Cash flows from financing activities:
Debt repaid		0			(1,088	)		(2	)		0			(1,090	)
Dividends paid		(63	)		0			(289	)		289			(63	)
Issuance of common stock, net of common stock acquired		29			0			0			0			29
Intercompany activity, net		(1,182	)		1,945			(763	)		0			0
Other, net		118			(16	)		(10	)		0			92
Net cash provided (used) by financing activities		(1,098	)		841			(1,064	)		289			(1,032	)
Net decrease in cash and cash equivalents		(891	)		(24	)		(56	)		0			(971	)
Cash and cash equivalents at beginning of period		1,318			60			308			0			1,686
Cash and cash equivalents at end of period	$	427		$	36		$	252		$	0		$	715

(continued)

19

MACY’S, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Balance Sheet

As of January 29, 2011

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	1,174	$	41		$	249	$	0		$	1,464
Receivables		0		89			303		0			392
Merchandise inventories		0		2,589			2,169		0			4,758
Prepaid expenses and other current assets		0		98			187		0			285
Total Current Assets		1,174		2,817			2,908		0			6,899
Property and Equipment–net		0		5,013			3,800		0			8,813
Goodwill		0		3,315			428		0			3,743
Other Intangible Assets–net		0		184			453		0			637
Other Assets		4		133			402		0			539
Deferred Income Tax Assets		19		0			0		(19	)		0
Intercompany Receivable		1,651		0			2,738		(4,389	)		0
Investment in Subsidiaries		2,908		2,598			0		(5,506	)		0
Total Assets	$	5,756	$	14,060		$	10,729	$	(9,914	)	$	20,631
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	0	$	451		$	3	$	0		$	454
Merchandise accounts payable		0		680			741		0			1,421
Accounts payable and accrued liabilities		144		1,069			1,431		0			2,644
Income taxes		29		18			135		0			182
Deferred income taxes		0		285			79		0			364
Total Current Liabilities		173		2,503			2,389		0			5,065
Long-Term Debt		0		6,942			29		0			6,971
Intercompany Payable		0		4,389			0		(4,389	)		0
Deferred Income Taxes		0		400			864		(19	)		1,245
Other Liabilities		53		748			1,019		0			1,820
Shareholders’ Equity (Deficit)		5,530		(922	)		6,428		(5,506	)		5,530
Total Liabilities and Shareholders’ Equity	$	5,756	$	14,060		$	10,729	$	(9,914	)	$	20,631

20

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 2011” and “third quarter of 2010” are to the Company’s 13-week fiscal periods ended October 29, 2011 and October 30, 2010, respectively, and all references to “2011” and “2010” are to the Company’s 39-week fiscal periods ended October 29, 2011 and October 30, 2010, respectively.

The Company is a retail organization operating retail stores and Internet websites under two brands (Macy’s and Bloomingdale’s) that sell a wide range of merchandise, including men’s, women’s and children’s apparel and accessories, cosmetics, home furnishings and other consumer goods. The Company’s operations include approximately 850 stores in 45 states, the District of Columbia, Guam and Puerto Rico, as well as macys.com and bloomingdales.com.

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.

The My Macy’s localization initiative was developed with the goal of accelerating sales growth in existing locations by ensuring 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 concentrated more management talent in local markets, effectively reducing the “span of control” over local stores; created new positions in the field to work with district planning and buying executives in helping to understand and act on the merchandise needs of local customers; and empowered locally based executives to make more and better decisions. Also as part of My Macy’s, the Company’s Macy’s branded stores are organized in a unified operating structure and division central office organizations were eliminated. This has reduced central office and administrative expense, eliminated duplication, sharpened execution, and helped the Company to partner more effectively with its suppliers and business partners.

The Company’s omnichannel strategy allows customers to shop seamlessly in stores, online and via mobile devices. As part of the comprehensive focus on its omnichannel business, the Company is building an efficient and resourceful organization that thrives on unrelenting creativity and innovation. Current and future expansions to the macys.com and bloomingdales.com online businesses represent investments in merchandising, marketing and site development, all of which complement ongoing improvements in systems infrastructure, fulfillment capacity and customer service.

In 2010, the Company launched a new Bloomingdale’s Outlet store concept, which initially consisted of four Bloomingdale’s Outlet stores, each with approximately 25,000 square feet. Three new Bloomingdale’s Outlet stores opened in fiscal year 2011 and additional Bloomingdale’s Outlet stores are expected to roll out to selected locations across the country in 2012 and beyond. Bloomingdale’s Outlet stores offer a range of apparel and accessories, including women’s ready-to-wear, men’s, children’s, women’s shoes, fashion accessories, jewelry, handbags and intimate apparel.

Additionally, in February 2010, Bloomingdale’s opened in Dubai, United Arab Emirates under a license agreement with Al Tayer Insignia, a company of Al Tayer Group, LLC, under which the Company is entitled to a license fee in accordance with the terms of the underlying agreement, generally based upon the greater of the contractually earned or guaranteed minimum amounts.

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.

Throughout 2008 and into 2009, consumer spending levels were adversely affected by a number of factors, including substantial declines in the level of general economic activity and real estate and investment values, substantial increases in consumer pessimism, unemployment and the costs of basic necessities, and a significant tightening of consumer credit. These conditions adversely affected, and to varying degrees continue to adversely affect, 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 Company experienced higher sales growth and cash flow in fiscal 2010 and the 39-week fiscal period ended October 29, 2011, and therefore is optimistic about the improvement in current and future economic conditions.

21

MACY’S, INC.

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 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 store sales in the fourth quarter of 2011 will increase in the range of 4.0% to 4.5% from 2010 levels.

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 2010 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 2010 10-K (particularly in “Risk Factors”).

Results of Operations

Comparison of the 13 Weeks Ended October 29, 2011 and October 30, 2010

Net income for the third quarter of 2011 was $139 million, compared to net income of $10 million in the third quarter of 2010, reflecting the benefits of the key strategies at Macy’s and higher income from credit operations.

Net sales for the third quarter of 2011 totaled $5,853 million, compared to net sales of $5,623 million for the third quarter of 2010, an increase of $230 million or 4.1%. On a comparable store basis, net sales for the third quarter of 2011 were up 4.0% compared to the third quarter of 2010. Sales from the Company’s Internet businesses in the third quarter of 2011 increased 39.8% compared to the third quarter of 2010 and positively affected the Company’s third quarter of 2011 comparable store sales by 1.5%. Geographically, sales in the third quarter of 2011 were strongest in the southern regions and certain locations that benefit from tourism, such as New York City, San Francisco and Chicago. By family of business, sales in the third quarter of 2011 were strongest in men’s, cosmetics, handbags, watches and home. Sales in the third quarter of 2011 were less strong in women’s traditional casual apparel and juniors. The Company calculates comparable store sales as sales from stores in operation throughout 2010 and 2011 and all Internet sales. Stores undergoing remodeling, expansion or relocation remain in the comparable store sales calculation unless the store is closed for a significant period of time. Definitions and calculations of comparable store sales differ among companies in the retail industry.

Cost of sales was $3,544 million or 60.6% of net sales for the third quarter of 2011, compared to $3,377 million or 60.0% of net sales for the third quarter of 2010, an increase of $167 million. The cost of sales rate as a percent to net sales was higher in the third quarter of 2011, as compared to the third quarter of 2010, primarily due to the expansion of free shipping on macys.com and in stores since the fourth quarter of 2010. The valuation of merchandise inventories on the last-in, first-out basis did not impact cost of sales in either period.

Selling, general and administrative (“SG&A”) expenses were $2,018 million or 34.4% of net sales for the third quarter of 2011, compared to $2,069 million or 36.9% of net sales for the third quarter of 2010, a decrease of $51 million. The SG&A rate as a percent to net sales was 250 basis points lower in the third quarter of 2011 as compared to the third quarter of 2010. SG&A expenses for the third quarter of 2011 benefited from higher income from credit operations and lower depreciation and amortization expense, partially offset by higher selling costs as a result of stronger sales and greater investments in the Company’s omnichannel strategy. Income from credit operations was $185 million in the third quarter of 2011, an increase over the $77 million earned in the third quarter of 2010, which resulted primarily from improvement in actual and expected collection rates. While the Company expects to experience continued improvement in collection rates in the near term, the rate of improvement in income from credit operations is not expected to be as significant in future periods.

Net interest expense was $108 million for the third quarter of 2011 compared to $164 million for the third quarter of 2010, a decrease of $56 million. Net interest expense for the third quarter of 2011 benefited from lower levels of borrowings as compared to the third quarter of 2010, resulting from both the early retirement of outstanding debt during fiscal 2010 and the repayment of debt at maturity. Interest expense for the third quarter of 2010 also included approximately $39 million of expenses associated with the early retirement of debt.

The Company’s effective income tax rate of 24.2% for the third quarter of 2011 and 21.1% for the third quarter of 2010 differ from the federal income tax statutory rate of 35.0%, 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.

22

MACY’S, INC.

Comparison of the 39 Weeks Ended October 29, 2011 and October 30, 2010

Net income for 2011 was $511 million, compared to $180 million for 2010, reflecting the benefits of the key strategies at Macy’s and higher income from credit operations.

Net sales for 2011 totaled $17,681 million, compared to net sales of $16,734 million for 2010, an increase of $947 million or 5.7%. On a comparable store basis, net sales for 2011 were up 5.3% compared to 2010. Sales from the Company’s Internet businesses in 2011 increased 39.4% compared to 2010 and positively affected the Company’s 2011 comparable store sales by 1.4%. Geographically, sales in 2011 were strongest in the southern regions and certain locations that benefit from tourism, such as New York City, San Francisco and Chicago. By family of business, sales in 2011 were strongest in watches, cosmetics, men’s, home textiles, furniture and luggage. Sales in 2011 were less strong in women’s traditional casual apparel. The Company calculates comparable store sales as sales from stores in operation throughout 2010 and 2011 and all Internet sales. Stores undergoing remodeling, expansion or relocation remain in the comparable store sales calculation unless the store is closed for a significant period of time. Definitions and calculations of comparable store sales differ among companies in the retail industry.

Cost of sales was $10,587 million or 59.9% of net sales for 2011, compared to $9,969 million or 59.6% of net sales for 2010, an increase of $618 million. The cost of sales rate as a percent to net sales was higher in 2011, as compared to 2010, primarily due to the expansion of free shipping on macys.com and in stores since the fourth quarter of 2010. The valuation of merchandise inventories on the last-in, first-out basis did not impact cost of sales in either period.

SG&A expenses were $5,967 million or 33.7% of net sales for 2011, compared to $6,015 million or 35.9% of net sales for 2010, a decrease of $48 million. The SG&A rate as a percent to net sales was 220 basis points lower in 2011 as compared to 2010. SG&A expenses for 2011 benefited from higher income from credit operations, lower depreciation and amortization expense and the gain on the sale of the investment in The Knot, Inc., partially offset by higher selling costs as a result of stronger sales and greater investments in the Company’s omnichannel strategy. Income from credit operations was $414 million 2011, an increase over the $224 million earned in 2010, which resulted primarily from improvement in actual and expected collection rates. While the Company expects to experience continued improvement in collection rates in the near term, the rate of improvement in income from credit operations is not expected to be as significant in future periods.

Net interest expense was $335 million for 2011 compared to $456 million for 2010, a decrease of $121 million. Net interest expense for 2011 benefited from lower levels of borrowings as compared to 2010, resulting from both the early retirement of outstanding debt during fiscal 2010 and the repayment of debt at maturity. Interest expense for 2010 also included approximately $66 million of expenses associated with the early retirement of debt.

The Company’s effective income tax rate of 35.5% for 2011 and 38.7% for 2010 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.

Liquidity and Capital Resources

The Company’s principal sources of liquidity are cash from operations, cash on hand and the credit facility described below.

Net cash provided by operating activities in 2011 was $627 million, compared to net cash provided by operating activities of $346 million in 2010, reflecting higher net income and a lower pension contribution in 2011. During 2011, the Company made a pension contribution of $225 million, compared to a pension contribution of $325 million in 2010.

Net cash used by investing activities was $472 million for 2011, compared to net cash used by investing activities of $285 million for 2010. Investing activities for 2011 include purchases of property and equipment totaling $359 million and capitalized software of $141 million, compared to purchases of property and equipment totaling $203 million and capitalized software of $105 million for 2010. As of the date of this report, the Company had opened the three new Bloomingdale’s Outlet stores planned for 2011 and re-opened one Macy’s store that had been closed in 2010 due to flood damage.

Net cash used by financing activities was $522 million for 2011, including the repayment of $451 million of debt, acquisition of the Company’s common stock at an approximate cost of $210 million, the payment of $106 million of cash dividends and $8 million of financing costs associated with the new credit agreement, partially offset by the issuance of $113 million of common stock, primarily related to the exercise of stock options, and an increase in outstanding checks of $140 million. The debt repaid during 2011 includes $330 million of 6.625% senior notes due April 1, 2011 and $109 million of 7.45% senior debentures due September 15, 2011.

Net cash used by financing activities was $1,032 million for 2010, including the repayment of $1,090 million of debt and the payment of $63 million of cash dividends, partially offset by an increase in outstanding checks of $92 million and the issuance of $30 million of common stock, primarily related to the exercise of stock options. The debt repaid during 2010 included the early retirement of $1,000 million of outstanding debt. During 2010, the Company repurchased no shares of its common stock under its share repurchase program.

23

MACY’S, INC.

The Company entered into a credit agreement with certain financial institutions on June 20, 2011 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 June 20, 2015 and replaced a $2,000 million facility which was set to expire August 30, 2012. As of October 29, 2011 and throughout all of 2011, the Company had no borrowings outstanding under its credit agreements. As of the date of this report, the Company does not expect to borrow under its credit agreement during fiscal 2011.

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 2011 was 7.12 and its leverage ratio at October 29, 2011 was 1.98, in each case as calculated in accordance with the credit agreement.

As a result of an upgrade of the notes by specified rating agencies, the rate of interest payable in respect of $612 million in aggregate principal amount of the Company’s senior notes outstanding at October 29, 2011 decreased by .25 percent per annum to 8.125% effective in May 2011. The rate of interest payable in respect of these senior notes outstanding could increase by up to 1.75 percent per annum or decrease by .25 percent per annum from its current level in the event of one or more downgrades or upgrades of the notes by specified rating agencies.

On October 28, 2011, the Company’s board of directors declared a regular quarterly dividend of 10 cents per share on its common stock, payable January 3, 2012, to shareholders of record at the close of business on December 15, 2011.

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.

Item 4. Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have carried out, as of October 29, 2011, 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 control 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.

24

PART II – OTHER INFORMATION

MACY’S, INC.

Item 1. Legal Proceedings.

On October 3, 2007, Ebrahim Shanehchian, an alleged participant in the Macy’s, Inc. 401(k) Retirement Investment Plan (formerly known as the Macy’s, Inc. Profit Sharing 401(k) Investment Plan) (the “401(k) Plan”), filed a lawsuit in the United States District Court for the Southern District of Ohio on behalf of persons who participated in the 401(k) Plan and The May Department Stores Company Profit Sharing Plan (the “May Plan”) between February 27, 2005 and the present. The lawsuit has been conditionally certified as a class action. The complaint alleges that the Company, as well as members of the Company’s board of directors and certain members of senior management, breached various fiduciary duties owed under the Employee Retirement Income Security Act (“ERISA”) to participants in the 401(k) Plan and the May Plan, by making false and misleading statements regarding the Company’s business, operations and prospects in relation to the integration of the acquired May operations, resulting in supposed “artificial inflation” of the Company’s stock price and “imprudent investment” by the 401(k) Plan and the May Plan in Macy’s stock. The plaintiff seeks an unspecified amount of compensatory damages and costs. The Company believes the lawsuit is without merit and intends to contest it vigorously.

The Company and its subsidiaries are also 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 on Form 10-K for the fiscal year ended January 29, 2011 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 2011:

	Total Number of Shares Purchased		Average Price per Share ($)		Total Number of Shares Purchased Under Program (1)		Open Authorization Remaining (1) ($)
	(thousands)				(thousands)		(millions)
July 31, 2011 – August 27, 2011		300		24.69		300		845
August 28, 2011 – October 1, 2011		4,625		26.27		4,625		723
October 2, 2011 – October 29, 2011		3,237		28.58		3,237		631
Total		8,162		27.13		8,162
(1)    Commencing in January 2000, the Company’s board of directors has from time to time approved authorizations to purchase, in aggregate, up to $9,500 million of Common Stock. All authorizations are cumulative and do not have an expiration date. As of October 29, 2011, $631 million of authorization remained unused. The Company may continue, discontinue and 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.

25

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 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;

• 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;

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

• risks related to currency and exchange rates and other capital market, economic and geo-political conditions;

• risks associated with severe weather, natural disasters and changes in weather patterns;

• risks associated with an outbreak of an epidemic or pandemic disease;

• the potential impact of national and international security concerns on the retail environment, including any possible military action, terrorist attacks or other hostilities;

• risks associated with the possible inability of the Company’s manufacturers to deliver products in a timely manner or meet the Company’s quality standards;

• risks associated with 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;

• risks related to duties, taxes, and other charges and quotas on imports; and

• risks associated with possible system 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 reflected in such forward-looking statements.

26

MACY’S, INC.

Item 6. Exhibits

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 of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act.
32.2	Certification of 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 October 29, 2011, filed on December 5, 2011, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.

** 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.

27

MACY’S, INC.

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.
Dated: December 5, 2011	By:	/s/ Dennis J. Broderick
	Name:	Dennis J. Broderick
	Title:	Executive Vice President, General Counsel and Secretary
	By:	/s/ Joel A. Belsky
	Name:	Joel A. Belsky
	Title:	Executive Vice President and Controller (Principal Accounting Officer)

28

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 5, 2011	/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 5, 2011	/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 October 29, 2011, 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 5, 2011

/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 October 29, 2011 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 5, 2011

/s/ Karen M. Hoguet
Name:	Karen M. Hoguet
Title:	Chief Financial Officer

XML

Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheet) (Details) (USD $) In Millions, unless otherwise specified	Oct. 29, 2011	Jan. 29, 2011	Oct. 30, 2010	Jan. 30, 2010
Cash and cash equivalents	$ 1,097	$ 1,464	$ 715	$ 1,686
Receivables	379	392	303
Merchandise inventories	7,158	4,758	6,530
Prepaid expenses and other current assets	317	285	289
Income taxes	0		0
Deferred income tax assets			0
Total Current Assets	8,951	6,899	7,837
Property and Equipment-net	8,423	8,813	8,915
Goodwill	3,743	3,743	3,743
Other Intangible Assets-net	608	637	647
Other Assets	538	539	540
Deferred Income Tax Assets		0	0
Intercompany Receivable	0	0	0
Investment in Subsidiaries	0	0	0
Total Assets	22,263	20,631	21,682
Short-term debt	805	454	605
Merchandise accounts payable	3,576	1,421	3,165
Accounts payable and accrued liabilities	2,483	2,644	2,378
Income taxes	66	182	8
Deferred income taxes	344	364	334
Total Current Liabilities	7,274	5,065	6,490
Long-Term Debt	6,151	6,971	6,982
Intercompany Payable	0	0	0
Deferred Income Taxes	1,446	1,245	1,129
Other Liabilities	1,540	1,820	2,238
Shareholders' Equity (Deficit)	5,852	5,530	4,843
Total Liabilities and Shareholders' Equity	22,263	20,631	21,682
Parent [Member]
Cash and cash equivalents	779	1,174	427	1,318
Receivables	0	0	0
Merchandise inventories	0	0	0
Prepaid expenses and other current assets	0	0	0
Income taxes	44		95
Deferred income tax assets			4
Total Current Assets	823	1,174	526
Property and Equipment-net	0	0	0
Goodwill	0	0	0
Other Intangible Assets-net	0	0	0
Other Assets	4	4	4
Deferred Income Tax Assets		19	15
Intercompany Receivable	2,176	1,651	2,112
Investment in Subsidiaries	3,094	2,908	2,495
Total Assets	6,097	5,756	5,152
Short-term debt	0	0	0
Merchandise accounts payable	0	0	0
Accounts payable and accrued liabilities	211	144	256
Income taxes	0	29	0
Deferred income taxes	0	0	0
Total Current Liabilities	211	173	256
Long-Term Debt	0	0	0
Intercompany Payable	0	0	0
Deferred Income Taxes	1	0	0
Other Liabilities	33	53	53
Shareholders' Equity (Deficit)	5,852	5,530	4,843
Total Liabilities and Shareholders' Equity	6,097	5,756	5,152
Subsidiary Issuer [Member]
Cash and cash equivalents	34	41	36	60
Receivables	49	89	33
Merchandise inventories	3,781	2,589	3,490
Prepaid expenses and other current assets	102	98	93
Income taxes	0		0
Deferred income tax assets			0
Total Current Assets	3,966	2,817	3,652
Property and Equipment-net	4,812	5,013	5,043
Goodwill	3,315	3,315	3,315
Other Intangible Assets-net	161	184	192
Other Assets	92	133	120
Deferred Income Tax Assets		0	0
Intercompany Receivable	0	0	0
Investment in Subsidiaries	2,790	2,598	2,892
Total Assets	15,136	14,060	15,214
Short-term debt	802	451	602
Merchandise accounts payable	1,748	680	1,572
Accounts payable and accrued liabilities	959	1,069	1,005
Income taxes	30	18	15
Deferred income taxes	279	285	297
Total Current Liabilities	3,818	2,503	3,491
Long-Term Debt	6,125	6,942	6,953
Intercompany Payable	5,131	4,389	5,042
Deferred Income Taxes	460	400	314
Other Liabilities	616	748	949
Shareholders' Equity (Deficit)	(1,014)	(922)	(1,535)
Total Liabilities and Shareholders' Equity	15,136	14,060	15,214
Other Subsidiaries [Member]
Cash and cash equivalents	284	249	252	308
Receivables	330	303	270
Merchandise inventories	3,377	2,169	3,040
Prepaid expenses and other current assets	215	187	196
Income taxes	0		0
Deferred income tax assets			0
Total Current Assets	4,206	2,908	3,758
Property and Equipment-net	3,611	3,800	3,872
Goodwill	428	428	428
Other Intangible Assets-net	447	453	455
Other Assets	442	402	416
Deferred Income Tax Assets		0	0
Intercompany Receivable	2,955	2,738	2,930
Investment in Subsidiaries	0	0	0
Total Assets	12,089	10,729	11,859
Short-term debt	3	3	3
Merchandise accounts payable	1,828	741	1,593
Accounts payable and accrued liabilities	1,313	1,431	1,117
Income taxes	80	135	88
Deferred income taxes	65	79	41
Total Current Liabilities	3,289	2,389	2,842
Long-Term Debt	26	29	29
Intercompany Payable	0	0	0
Deferred Income Taxes	985	864	830
Other Liabilities	891	1,019	1,236
Shareholders' Equity (Deficit)	6,898	6,428	6,922
Total Liabilities and Shareholders' Equity	12,089	10,729	11,859
Consolidating Adjustments [Member]
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	(44)		(95)
Deferred income tax assets			(4)
Total Current Assets	(44)	0	(99)
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 Tax Assets		(19)	(15)
Intercompany Receivable	(5,131)	(4,389)	(5,042)
Investment in Subsidiaries	(5,884)	(5,506)	(5,387)
Total Assets	(11,059)	(9,914)	(10,543)
Short-term debt	0	0	0
Merchandise accounts payable	0	0	0
Accounts payable and accrued liabilities	0	0	0
Income taxes	(44)	0	(95)
Deferred income taxes	0	0	(4)
Total Current Liabilities	(44)	0	(99)
Long-Term Debt	0	0	0
Intercompany Payable	(5,131)	(4,389)	(5,042)
Deferred Income Taxes	0	(19)	(15)
Other Liabilities	0	0	0
Shareholders' Equity (Deficit)	(5,884)	(5,506)	(5,387)
Total Liabilities and Shareholders' Equity	$ (11,059)	$ (9,914)	$ (10,543)

XML

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
	Oct. 29, 2011	Oct. 30, 2010	Oct. 29, 2011	Oct. 30, 2010
Earnings Per Share [Abstract]
Net income	$ 139	$ 10	$ 511	$ 180
Average number of shares issued, basic	424.3	422.4	425.0	421.9
Shares to be issued under deferred compensation plans	1.0	1.1	1.0	1.1
Net income available to common stockholders, basic	139	10	511	180
Average number of shares outstanding, basic	425.3	423.5	426.0	423.0
Basic earnings per share	$ 0.33	$ 0.02	$ 1.20	$ 0.43
Effect of dilutive securities-stock options, restricted stock and restricted stock units	6.5	4.1	6.2	3.7
Net income available to common stockholders, diluted	$ 139	$ 10	$ 511	$ 180
Average number of shares outstanding, diluted	431.8	427.6	432.2	426.7
Diluted earnings per share	$ 0.32	$ 0.02	$ 1.18	$ 0.42

XML

Financing Activities

9 Months Ended

Oct. 29, 2011

Financing Activities [Abstract]

Financing Activities

4. Financing Activities

During the 39 weeks ended October 29, 2011, the Company repaid $439 million of indebtedness at maturity.

As a result of an upgrade of the notes by specified rating agencies, the rate of interest payable in respect of $612 million in aggregate principal amount of the Company's senior notes outstanding at October 29, 2011 decreased by .25 percent per annum to 8.125% effective in May 2011. The rate of interest payable in respect of these senior notes outstanding could subsequently increase by up to 1.75 percent per annum or decrease by .25 percent per annum from its current level in the event of one or more downgrades or upgrades of the notes by specified rating agencies.

During the 39 weeks ended October 30, 2010, the Company repaid $76 million of indebtedness at maturity.

During the 13 and 39 weeks ended October 30, 2010, the Company used approximately $541 million and approximately $1,067 million, respectively, of cash to repurchase approximately $500 million and approximately $1,000 million, respectively, of indebtedness prior to maturity. In connection with these repurchases, the Company recognized additional interest expense of approximately $39 million and $66 million in the 13 and 39 weeks ended October 30, 2010, respectively, due to the expenses associated with the early retirement of this debt.

The following table shows the detail of debt repayments:

	39 Weeks Ended
	October 29, 2011		October 30, 2010
	(millions)
8.5% Senior notes due 2010	$	0	$	76
6.625% Senior notes due 2011		330		170
7.45% Senior debentures due 2011		109		41
5.35% Senior notes due 2012		0		484
8.0% Senior debentures due 2012		0		27
5.875% Senior notes due 2013		0		52
7.625% Senior debentures due 2013		0		16
5.75% Senior notes due 2014		0		47
7.875% Senior notes due 2015		0		38
5.90% Senior notes due 2016		0		123
7.45% Senior debentures due 2016		0		2
9.5% amortizing debentures due 2021		4		4
9.75% amortizing debentures due 2021		2		2
Capital leases and other obligations		6		8
	$	451	$	1,090

The Company entered into a credit agreement with certain financial institutions on June 20, 2011 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 June 20, 2015 and replaced a $2,000 million facility which was set to expire August 30, 2012. As of and during the 39 weeks ended October 29, 2011, the Company had no borrowings outstanding under its credit agreements. As of the date of this report, the Company does not expect to borrow under its credit agreement during fiscal 2011.

During the 13 and 39 weeks ended October 29, 2011, the Company repurchased 8,162,400 shares of its common stock pursuant to existing stock purchase authorizations at an approximate cost of $221 million. After giving effect to these purchases, approximately $631 million of authorizations remained unused. The Company may continue, discontinue and resume purchases of shares of its common stock at any time and from time to time depending on actual and anticipated sources and uses of liquidity, conditions in the capital markets and other factors.

XML

Benefit Plans (Actuarially Determined Components Of Net Periodic Benefit Cost) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 29, 2011	Oct. 30, 2010	Oct. 29, 2011	Oct. 30, 2010
Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 25	$ 25	$ 76	$ 75
Interest cost	40	40	120	119
Expected return on assets	(61)	(55)	(185)	(164)
Recognition of net actuarial (gain) loss	22	15	66	45
Amortization of prior service cost	(1)	(1)	(1)	(1)
Total	25	24	76	74
Supplementary Retirement Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	1	1	4	4
Interest cost	9	9	27	27
Recognition of net actuarial (gain) loss	2	1	6	3
Amortization of prior service cost	0	0	(1)	(1)
Total	12	11	36	33
Postretirement Obligations [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0	0	0
Interest cost	3	4	10	11
Recognition of net actuarial (gain) loss	(1)	(2)	(4)	(4)
Amortization of prior service cost	0	0	0	0
Total	$ 2	$ 2	$ 6	$ 7

XML

Benefit Plans (Narrative) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Oct. 29, 2011	Oct. 30, 2010
Defined Benefit Plan Disclosure [Line Items]
Company contributions to defined benefit pension plan	$ 225	$ 325
Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of hours per year required for participation in defined benefit and defined contribution plans	1,000

XML

Accumulated Other Comprehensive Loss (Activity Associated With Accumulated Other Comprehensive Loss) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Oct. 29, 2011	Oct. 30, 2010
Accumulated Other Comprehensive Loss [Abstract]
Accumulated other comprehensive loss, at beginning of period	$ (730)	$ (753)
Unrealized loss on marketable securities, net of income tax effect of $1 million and $0 million	(2)	0
Reclassification of realized gain on marketable securities to net income, net of income tax effect of $4 million	(8)	0
Recognition of net actuarial (gain) loss, net of income tax effect of $26 million and $17 million	42	27
Prior service cost, net of income tax effect of $1 million and $1 million	(1)	(1)
Accumulated other comprehensive loss, at end of period	(699)	(727)
Income tax effect of unrealized loss on marketable securities	1	0
Income tax effect of reclassification adjustment due to realized gain on marketable securities	4
Income tax effect of net actuarial (gain) loss	26	17
Income tax effect of prior service cost	$ 1	$ 1

XML

Fair Value Measurements (Financial Assets Measured At Fair Value On A Recurring Basis) (Details) (USD $) In Millions, unless otherwise specified	Oct. 29, 2011	Oct. 30, 2010
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity and debt securities	$ 91	$ 96
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity and debt securities	0	33
Significant Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity and debt securities	91	63
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity and debt securities	$ 0	$ 0

XML

Earnings Per Share

9 Months Ended

Oct. 29, 2011

Earnings Per Share [Abstract]

Earnings Per Share

3. Earnings Per Share

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

	13 Weeks Ended
	October 29, 2011						October 30, 2010
	Income				Shares		Income				Shares
	(millions, except per share figures)
Net income and average number of shares outstanding	$	139				424.3	$	10				422.4
Shares to be issued under deferred compensation plans						1.0						1.1
	$	139				425.3	$	10				423.5
Basic earnings per share			$	.33					$	.02
Effect of dilutive securities – stock options, restricted stock and restricted stock units						6.5						4.1
	$	139				431.8	$	10				427.6
Diluted earnings per share			$	.32					$	.02

	39 Weeks Ended
	October 29, 2011						October 30, 2010
	Income				Shares		Income				Shares
	(millions, except per share figures)
Net income and average number of shares outstanding	$	511				425.0	$	180				421.9
Shares to be issued under deferred compensation plans						1.0						1.1
	$	511				426.0	$	180				423.0
Basic earnings per share			$	1.20					$	.43
Effect of dilutive securities – stock options, restricted stock and restricted stock units						6.2						3.7
	$	511				432.2	$	180				426.7
Diluted earnings per share			$	1.18					$	.42

In addition to the stock options, restricted stock and restricted stock units reflected in the foregoing tables, stock options to purchase 17.5 million shares of common stock were outstanding at October 29, 2011, but were not included in the computation of diluted earnings per share for the 13 or 39 weeks ended October 29, 2011 because their inclusion would have been antidilutive.

In addition to the stock options, restricted stock and restricted stock units reflected in the foregoing tables, stock options to purchase 25.4 million shares of common stock and restricted stock units relating to 827,000 shares of common stock were outstanding at October 30, 2010, but were not included in the computation of diluted earnings per share for the 13 or 39 weeks ended October 30, 2010 because their inclusion would have been antidilutive.

XML

Fair Value Measurements (Estimated Fair Values Of Company's Long-Term Debt) (Details) (USD $) In Millions, unless otherwise specified	Oct. 29, 2011	Oct. 30, 2010
Notional Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 5,903	$ 6,707
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	6,124	6,952
Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 6,500	$ 7,085

XML

Consolidated Statements Of Income (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 29, 2011	Oct. 30, 2010	Oct. 29, 2011	Oct. 30, 2010
Consolidated Statements Of Income [Abstract]
Net sales	$ 5,853	$ 5,623	$ 17,681	$ 16,734
Cost of sales	(3,544)	(3,377)	(10,587)	(9,969)
Gross margin	2,309	2,246	7,094	6,765
Selling, general and administrative expenses	(2,018)	(2,069)	(5,967)	(6,015)
Operating income	291	177	1,127	750
Interest expense	(109)	(166)	(338)	(460)
Interest income	1	2	3	4
Income before income taxes	183	13	792	294
Federal, state and local income tax expense	(44)	(3)	(281)	(114)
Net income (loss)	$ 139	$ 10	$ 511	$ 180
Basic earnings per share	$ 0.33	$ 0.02	$ 1.20	$ 0.43
Diluted earnings per share	$ 0.32	$ 0.02	$ 1.18	$ 0.42

XML

Summary Of Significant Accounting Policies

9 Months Ended

Oct. 29, 2011

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Macy's, Inc. and subsidiaries (the "Company") is a retail organization operating retail stores and Internet websites under two brands (Macy's and Bloomingdale's) that sell a wide range of merchandise, including men's, women's and children's apparel and accessories, cosmetics, home furnishings and other consumer goods. The Company's operations include approximately 850 stores in 45 states, the District of Columbia, Guam and Puerto Rico, as well as macys.com and bloomingdales.com.

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 January 29, 2011 (the "2010 10-K"). The accompanying Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto in the 2010 10-K.

As of January 29, 2011, the Company changed its methodology for recording deferred state income taxes from a blended rate basis to a separate entity basis, and has reflected the effects of such change to 2008. Even though the Company considers the change to have had only an immaterial impact on its financial condition, results of operations and cash flows for the periods presented, the financial condition, results of operations and cash flows for the prior period as previously reported have been adjusted to reflect the change.

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 ended October 29, 2011 and October 30, 2010, 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.

Because of the seasonal nature of the retail business, the results of operations for the 13 and 39 weeks ended October 29, 2011 and October 30, 2010 (which do not include the Christmas season) are not necessarily indicative of such results for the full fiscal year.

Cash and cash equivalents include cash and liquid investments with original maturities of three months or less. Among other investments, cash and cash equivalents include U.S. Treasury securities of $150 million at October 29, 2011 and amounts due in respect of credit card sales transactions that are settled early in the following period in the amount of $134 million at October 29, 2011, $104 million at January 29, 2011 and $117 million at October 30, 2010.

The Company records income from credit operations as a reduction of Selling, General and Administrative expenses. Income from credit operations was $185 million and $414 million in the 13 and 39 weeks ended October 29, 2011, respectively, an increase over the $77 million and $224 million earned in the 13 and 39 weeks ended October 30, 2010, respectively, which resulted primarily from improvement in actual and expected collection rates.

In January 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2010-06, which provides amendments and requires new disclosures relating to Accounting Standards Codification ("ASC") Topic 820, "Fair Value Measurements and Disclosures," and also conforming amendments to guidance relating to ASC Topic 715, "Compensation - Retirement Benefits." The Company adopted this guidance on January 31, 2010, except for the disclosure requirement regarding purchases, sales, issuances and settlements in the rollforward of activity in Level 3 fair value measurements, which the Company adopted on January 30, 2011. This guidance is limited to the form and content of disclosures, and the full adoption did not have an impact on the Company's consolidated financial position, results of operations or cash flows.

In July 2010, the FASB issued Accounting Standard Update No. 2010-20, which amends various sections of ASC Topic 310, "Receivables," relating to a company's allowance for credit losses and the credit quality of its financing receivables. The amendment requires companies to provide disaggregated levels of disclosure by portfolio segment and class of financing receivable to enable users of the financial statements to understand the nature of credit risk, how the risk is analyzed in determining the related allowance for credit losses and changes to the allowance during the reporting period. The Company adopted this guidance as of January 29, 2011, except as it relates to disclosures regarding activities during a reporting period, which the Company adopted on January 30, 2011. This guidance is limited to the form and content of disclosures. The full adoption did not have an impact on the Company's consolidated financial position, results of operations or cash flows.

In December 2010, the FASB issued Accounting Standard Update No. 2010-28, which amends ASC Topic 350, "Intangibles - Goodwill and Other," relating to the goodwill impairment test of a reporting unit with zero or negative carrying amounts. The Company adopted this guidance as of January 30, 2011, and the adoption did not have and is not expected to have an impact on the Company's consolidated financial position, results of operations or cash flows.

In May 2011, the FASB issued Accounting Standard Update No. 2011-04, which amends ASC Topic 820, "Fair Value Measurements and Disclosures," to result in common fair value measurements and disclosures between accounting principles generally accepted in the United States of America and International Financial Reporting Standards. The amendments explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments change the wording used to describe fair value measurement requirements and disclosures, but often do not result in a change in the application of current guidance. Certain amendments clarify the intent about the application of existing fair value measurement requirements, while certain other amendments change a principle or requirement for fair value measurement or disclosure. This guidance is effective for interim and annual periods beginning after December 15, 2011. The Company does not anticipate that the adoption of this guidance will have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In June 2011, the FASB issued Accounting Standard Update No. 2011-05, which amends ASC Topic 220, "Comprehensive Income," to increase the prominence of items reported in other comprehensive income by eliminating the option of presenting components of comprehensive income as part of the statement of changes in shareholders' equity. The updated guidance requires that all nonowner changes in shareholders' equity be presented either as a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance is effective for interim and annual periods beginning after December 15, 2011. The guidance is limited to the form and content of the financial statements and disclosures, and the Company does not anticipate that the adoption of this guidance will have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, which amends ASC Topic 350, "Intangibles - Goodwill and Other." The guidance amends the impairment test for goodwill by allowing companies to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than the carrying amount and whether it is necessary to perform the current two-step goodwill impairment test. This guidance is effective for interim and annual periods beginning after December 15, 2011. The Company does not anticipate that the adoption of this guidance will have an impact on the Company's consolidated financial position, results of operations or cash flows.

In September 2011, the FASB issued Accounting Standards Update No. 2011-09, which amends ASC Topic 715, "Compensation - Retirement Benefits." This guidance requires additional quantitative and qualitative disclosures for employers who participate in multiemployer pension plans. This guidance is effective for annual periods ending after December 15, 2011. This guidance is limited to the form and content of disclosures, and the Company does not anticipate that the adoption of this guidance will have an impact on the Company's consolidated financial position, results of operations or cash flows.

XML

Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Cash Flows) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Oct. 29, 2011	Oct. 30, 2010
Net income (loss)	$ 511	$ 180
Equity in earnings of subsidiaries	0	0
Dividends received from subsidiaries	0	0
Depreciation and amortization	818	865
(Increase) decrease in working capital	(718)	(467)
Other, net	16	(232)
Net cash provided by operating activities	627	346
Purchase of property and equipment and capitalized software, net	(472)	(236)
Other, net	0	(49)
Net cash used by investing activities	(472)	(285)
Debt repaid	(451)	(1,090)
Dividends paid	(106)	(63)
Acquisition of common stock, net of common stock issued	(97)	29
Intercompany activity, net	0	0
Other, net	132	92
Net cash used by financing activities	(522)	(1,032)
Net decrease in cash and cash equivalents	(367)	(971)
Cash and cash equivalents at beginning of period	1,464	1,686
Cash and cash equivalents at end of period	1,097	715
Parent [Member]
Net income (loss)	511	180
Equity in earnings of subsidiaries	(506)	(184)
Dividends received from subsidiaries	352	289
Depreciation and amortization	0	0
(Increase) decrease in working capital	(73)	(86)
Other, net	1	8
Net cash provided by operating activities	285	207
Purchase of property and equipment and capitalized software, net	0	0
Other, net	0	0
Net cash used by investing activities	0	0
Debt repaid	0	0
Dividends paid	(106)	(63)
Acquisition of common stock, net of common stock issued	(97)	29
Intercompany activity, net	(488)	(1,182)
Other, net	11	118
Net cash used by financing activities	(680)	(1,098)
Net decrease in cash and cash equivalents	(395)	(891)
Cash and cash equivalents at beginning of period	1,174	1,318
Cash and cash equivalents at end of period	779	427
Subsidiary Issuer [Member]
Net income (loss)	(123)	(296)
Equity in earnings of subsidiaries	(175)	(92)
Dividends received from subsidiaries	0	0
Depreciation and amortization	390	427
(Increase) decrease in working capital	(213)	(474)
Other, net	23	(379)
Net cash provided by operating activities	(98)	(814)
Purchase of property and equipment and capitalized software, net	(194)	(51)
Other, net	38	0
Net cash used by investing activities	(156)	(51)
Debt repaid	(449)	(1,088)
Dividends paid	0	0
Acquisition of common stock, net of common stock issued	0	0
Intercompany activity, net	705	1,945
Other, net	(9)	(16)
Net cash used by financing activities	247	841
Net decrease in cash and cash equivalents	(7)	(24)
Cash and cash equivalents at beginning of period	41	60
Cash and cash equivalents at end of period	34	36
Other Subsidiaries [Member]
Net income (loss)	804	572
Equity in earnings of subsidiaries	0	0
Dividends received from subsidiaries	0	0
Depreciation and amortization	428	438
(Increase) decrease in working capital	(432)	93
Other, net	(8)	139
Net cash provided by operating activities	792	1,242
Purchase of property and equipment and capitalized software, net	(278)	(185)
Other, net	(38)	(49)
Net cash used by investing activities	(316)	(234)
Debt repaid	(2)	(2)
Dividends paid	(352)	(289)
Acquisition of common stock, net of common stock issued	0	0
Intercompany activity, net	(217)	(763)
Other, net	130	(10)
Net cash used by financing activities	(441)	(1,064)
Net decrease in cash and cash equivalents	35	(56)
Cash and cash equivalents at beginning of period	249	308
Cash and cash equivalents at end of period	284	252
Consolidating Adjustments [Member]
Net income (loss)	(681)	(276)
Equity in earnings of subsidiaries	681	276
Dividends received from subsidiaries	(352)	(289)
Depreciation and amortization	0	0
(Increase) decrease in working capital	0	0
Other, net	0	0
Net cash provided by operating activities	(352)	(289)
Purchase of property and equipment and capitalized software, net	0	0
Other, net	0	0
Net cash used by investing activities	0	0
Debt repaid	0	0
Dividends paid	352	289
Acquisition of common stock, net of common stock issued	0	0
Intercompany activity, net	0	0
Other, net	0	0
Net cash used by financing activities	352	289
Net decrease in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	$ 0	$ 0

XML

Summary Of Significant Accounting Policies (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 29, 2011	Oct. 30, 2010	Oct. 29, 2011	Oct. 30, 2010	Jan. 29, 2011	Jan. 30, 2010
Organization And Summary Of Significant Accounting Policy [Line Items]
Number of states in which Macy's operates	45		45
Cash and cash equivalents	$ 1,097	$ 715	$ 1,097	$ 715	$ 1,464	$ 1,686
Net earnings from credit operations	185	77	414	224
Minimum [Member]
Organization And Summary Of Significant Accounting Policy [Line Items]
Number of stores	850		850
U.S. Treasury Securities [Member]
Organization And Summary Of Significant Accounting Policy [Line Items]
Cash and cash equivalents	150		150
Credit Card Sales Transactions [Member]
Organization And Summary Of Significant Accounting Policy [Line Items]
Cash and cash equivalents	$ 134	$ 117	$ 134	$ 117	$ 104

XML

Earnings Per Share (Narrative) (Details)	3 Months Ended		9 Months Ended
	Oct. 29, 2011	Oct. 30, 2010	Oct. 29, 2011	Oct. 30, 2010
Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options outstanding, not included in computation of diluted earnings per share	17,500,000	25,400,000	17,500,000	25,400,000
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options outstanding, not included in computation of diluted earnings per share		827,000		827,000

XML

Division Consolidation Costs

9 Months Ended

Oct. 29, 2011

Division Consolidation Costs [Abstract]

Division Consolidation Costs

2. Division Consolidation Costs

In 2008, the Company began a localization initiative called "My Macy's." This initiative was intended to strengthen local market focus and enhance selling service in an effort to both accelerate same-store sales growth and reduce expenses. To maximize the results from My Macy's, the Company took action, initially in selected markets, that: concentrated more management talent in local markets, effectively reducing the "span of control" over local stores; created new positions in the field to work with planning and buying executives in helping to understand and act on the merchandise needs of local customers; and empowered locally based executives to make more and better decisions. In 2009, the Company announced the expansion of the My Macy's localization initiative across the country. As My Macy's was rolled out nationally to new local markets in 2009, the Company's Macy's branded stores were reorganized into a unified operating structure, through division consolidations, to support the Macy's business. Division central office organizations were eliminated and certain divisions no longer exist as separate entities as their functions were integrated into remaining organizations.

The following table shows for the 39 weeks ended October 30, 2010, the beginning and ending balance of, and the activity associated with, the severance accrual established in connection with the division consolidation and localization initiatives:

	January 30, 2010		Payments			October 30, 2010
	(millions)
Severance costs	$	69	$	(69	)	$	0

XML

Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Oct. 29, 2011	Jan. 29, 2011	Oct. 30, 2010	Jan. 30, 2010
Current Assets:
Cash and cash equivalents	$ 1,097	$ 1,464	$ 715	$ 1,686
Receivables	379	392	303
Merchandise inventories	7,158	4,758	6,530
Prepaid expenses and other current assets	317	285	289
Total Current Assets	8,951	6,899	7,837
Property and Equipment-net of accumulated depreciation and amortization of $6,720, $6,049 and $6,509	8,423	8,813	8,915
Goodwill	3,743	3,743	3,743
Other Intangible Assets - net	608	637	647
Other Assets	538	539	540
Total Assets	22,263	20,631	21,682
Current Liabilities:
Short-term debt	805	454	605
Merchandise accounts payable	3,576	1,421	3,165
Accounts payable and accrued liabilities	2,483	2,644	2,378
Income taxes	66	182	8
Deferred income taxes	344	364	334
Total Current Liabilities	7,274	5,065	6,490
Long-Term Debt	6,151	6,971	6,982
Deferred Income Taxes	1,446	1,245	1,129
Other Liabilities	1,540	1,820	2,238
Shareholders' Equity	5,852	5,530	4,843
Total Liabilities and Shareholders' Equity	$ 22,263	$ 20,631	$ 21,682

XML

Financing Activities (Tables)

9 Months Ended

Oct. 29, 2011

Financing Activities [Abstract]

Detail Of Debt Repayments

	39 Weeks Ended
	October 29, 2011		October 30, 2010
	(millions)
8.5% Senior notes due 2010	$	0	$	76
6.625% Senior notes due 2011		330		170
7.45% Senior debentures due 2011		109		41
5.35% Senior notes due 2012		0		484
8.0% Senior debentures due 2012		0		27
5.875% Senior notes due 2013		0		52
7.625% Senior debentures due 2013		0		16
5.75% Senior notes due 2014		0		47
7.875% Senior notes due 2015		0		38
5.90% Senior notes due 2016		0		123
7.45% Senior debentures due 2016		0		2
9.5% amortizing debentures due 2021		4		4
9.75% amortizing debentures due 2021		2		2
Capital leases and other obligations		6		8
	$	451	$	1,090

XML

Document And Entity Information	9 Months Ended
	Oct. 29, 2011	Nov. 25, 2011
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Oct. 29, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Trading Symbol	M
Entity Registrant Name	Macy's, Inc.
Entity Central Index Key	0000794367
Current Fiscal Year End Date	--01-28
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		419,823,191

XML

Benefit Plans (Tables)

9 Months Ended

Oct. 29, 2011

Benefit Plans [Abstract]

Actuarially Determined Components Of Net Periodic Benefit Cost

	13 Weeks Ended						39 Weeks Ended
	October 29, 2011			October 30, 2010			October 29, 2011			October 30, 2010
	(millions)
Pension Plan
Service cost	$	25		$	25		$	76		$	75
Interest cost		40			40			120			119
Expected return on assets		(61	)		(55	)		(185	)		(164	)
Recognition of net actuarial loss		22			15			66			45
Amortization of prior service cost		(1	)		(1	)		(1	)		(1	)
	$	25		$	24		$	76		$	74
Supplementary Retirement Plan
Service cost	$	1		$	1		$	4		$	4
Interest cost		9			9			27			27
Recognition of net actuarial loss		2			1			6			3
Amortization of prior service cost		0			0			(1	)		(1	)
	$	12		$	11		$	36		$	33
Postretirement Obligations
Service cost	$	0		$	0		$	0		$	0
Interest cost		3			4			10			11
Recognition of net actuarial gain		(1	)		(2	)		(4	)		(4	)
Amortization of prior service cost		0			0			0			0
	$	2		$	2		$	6		$	7

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, unless otherwise specified	Oct. 29, 2011	Jan. 29, 2011	Oct. 30, 2010
Consolidated Balance Sheets [Abstract]
Property and Equipment, accumulated depreciation and amortization	$ 6,720	$ 6,049	$ 6,509

XML

Fair Value Measurements

9 Months Ended

Oct. 29, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

7. 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:

	October 29, 2011								October 30, 2010
			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	$	91	$	0	$	91	$	0	$	96	$	33	$	63	$	0

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 estimated based on the quoted market prices for publicly traded debt or by using discounted cash flow analyses, based on the Company's current incremental borrowing rates for similar types of borrowing arrangements.

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

	October 29, 2011						October 30, 2010
	Notional Amount		Carrying Amount		Fair Value		Notional Amount		Carrying Amount		Fair Value
	(millions)
Long-term debt	$	5,903	$	6,124	$	6,500	$	6,707	$	6,952	$	7,085

XML

Accumulated Other Comprehensive Loss

9 Months Ended

Oct. 29, 2011

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

6. Accumulated Other Comprehensive Loss

The following table shows the beginning and ending balance of, and the activity associated with, accumulated other comprehensive loss, net of income tax effects, for the 39 weeks ended October 29, 2011 and October 30, 2010:

	October 29, 2011			October 30, 2010
	(millions)
Accumulated other comprehensive loss, at beginning of period	$	(730	)	$	(753	)
Unrealized loss on marketable securities, net of income tax effect of $1 million and $0 million		(2	)		0
Reclassification of realized gain on marketable securities to net income, net of income tax effect of $4 million		(8	)		0
Post employment and postretirement benefit plans:
Recognition of net actuarial (gain) loss, net of income tax effect of $26 million and $17 million		42			27
Prior service cost, net of income tax effect of $1 million and $1 million		(1	)		(1	)
Accumulated other comprehensive loss, at end of period	$	(699	)	$	(727	)

On February 25, 2011, the Company sold its investment in The Knot, Inc. and unrecognized gains in accumulated other comprehensive income were reclassified and recognized into Selling, General and Administrative expenses in the Consolidated Statements of Income.

XML

Division Consolidation Costs (Activity Associated With Severance Accrual Established In Connection With Division Consolidation And Localization Initiative) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Oct. 30, 2010
Division Consolidation Costs [Abstract]
Severance costs, at January 30, 2010	$ 69
Payments	(69)
Severance costs, at October 30, 2010	$ 0

XML

Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Oct. 29, 2011

Accumulated Other Comprehensive Loss [Abstract]

Activity Associated With Accumulated Other Comprehensive Loss

	October 29, 2011			October 30, 2010
	(millions)
Accumulated other comprehensive loss, at beginning of period	$	(730	)	$	(753	)
Unrealized loss on marketable securities, net of income tax effect of $1 million and $0 million		(2	)		0
Reclassification of realized gain on marketable securities to net income, net of income tax effect of $4 million		(8	)		0
Post employment and postretirement benefit plans:
Recognition of net actuarial (gain) loss, net of income tax effect of $26 million and $17 million		42			27
Prior service cost, net of income tax effect of $1 million and $1 million		(1	)		(1	)
Accumulated other comprehensive loss, at end of period	$	(699	)	$	(727	)

XML

Division Consolidation Costs (Tables)

9 Months Ended

Oct. 29, 2011

Division Consolidation Costs [Abstract]

Activity Associated With Severance Accrual Established In Connection With Division Consolidation And Localization Initiative

	January 30, 2010		Payments			October 30, 2010
	(millions)
Severance costs	$	69	$	(69	)	$	0

XML

Condensed Consolidating Financial Information

9 Months Ended

Oct. 29, 2011

Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Financial Information

8. Condensed Consolidating Financial Information

Certain debt obligations of the Company, which constitute debt obligations of Macy's Retail Holdings, Inc. ("Subsidiary Issuer"), a wholly-owned subsidiary of Macy's, Inc. ("Parent"), are fully and unconditionally guaranteed by Parent. In the following condensed consolidating financial statements, "Other Subsidiaries" includes all other direct subsidiaries of Parent, including FDS Bank, Leadville Insurance Company and Snowdin Insurance Company, Macy's Merchandising Group, Inc. and its subsidiary Macy's Merchandising Group International, LLC. "Subsidiary Issuer" includes operating divisions and non-guarantor subsidiaries of the Subsidiary Issuer on an equity basis. The assets and liabilities and results of operations of the non-guarantor subsidiaries of the Subsidiary Issuer are also reflected in "Other Subsidiaries."

Condensed Consolidating Balance Sheets as of October 29, 2011, October 30, 2010 and January 29, 2011, the related Condensed Consolidating Statements of Operations for the 13 and 39 weeks ended October 29, 2011 and October 30, 2010, and the related Condensed Consolidating Statements of Cash Flows for the 39 weeks ended October 29, 2011 and October 30, 2010 are presented on the following pages.

Condensed Consolidating Balance Sheet

As of October 29, 2011

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	779	$	34		$	284	$	0		$	1,097
Receivables		0		49			330		0			379
Merchandise inventories		0		3,781			3,377		0			7,158
Prepaid expenses and other current assets		0		102			215		0			317
Income taxes		44		0			0		(44	)		0
Total Current Assets		823		3,966			4,206		(44	)		8,951
Property and Equipment–net		0		4,812			3,611		0			8,423
Goodwill		0		3,315			428		0			3,743
Other Intangible Assets–net		0		161			447		0			608
Other Assets		4		92			442		0			538
Intercompany Receivable		2,176		0			2,955		(5,131	)		0
Investment in Subsidiaries		3,094		2,790			0		(5,884	)		0
Total Assets	$	6,097	$	15,136		$	12,089	$	(11,059	)	$	22,263
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Short-term debt	$	0	$	802		$	3	$	0		$	805
Merchandise accounts payable		0		1,748			1,828		0			3,576
Accounts payable and accrued liabilities		211		959			1,313		0			2,483
Income taxes		0		30			80		(44	)		66
Deferred income taxes		0		279			65		0			344
Total Current Liabilities		211		3,818			3,289		(44	)		7,274
Long-Term Debt		0		6,125			26		0			6,151
Intercompany Payable		0		5,131			0		(5,131	)		0
Deferred Income Taxes		1		460			985		0			1,446
Other Liabilities		33		616			891		0			1,540
Shareholders' Equity (Deficit)		5,852		(1,014	)		6,898		(5,884	)		5,852
Total Liabilities and Shareholders' Equity	$	6,097	$	15,136		$	12,089	$	(11,059	)	$	22,263

Condensed Consolidating Statement of Operations

For the 13 Weeks Ended October 29, 2011

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	0		$	2,941		$	5,733		$	(2,821	)	$	5,853
Cost of sales		0			(1,899	)		(4,452	)		2,807			(3,544	)
Gross margin		0			1,042			1,281			(14	)		2,309
Selling, general and administrative expenses		11			(1,174	)		(869	)		14			(2,018	)
Operating income (loss)		11			(132	)		412			0			291
Interest (expense) income, net
External		0			(108	)		0			0			(108	)
Intercompany		(1	)		(47	)		48			0			0
Equity in earnings of subsidiaries		132			21			0			(153	)		0
Income (loss) before income taxes		142			(266	)		460			(153	)		183
Federal, state and local income tax benefit (expense)		(3	)		101			(142	)		0			(44	)
Net income (loss)	$	139		$	(165	)	$	318		$	(153	)	$	139

Condensed Consolidating Statement of Operations

For the 39 Weeks Ended October 29, 2011

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	0		$	8,967		$	15,188		$	(6,474	)	$	17,681
Cost of sales		0			(5,614	)		(11,406	)		6,433			(10,587	)
Gross margin		0			3,353			3,782			(41	)		7,094
Selling, general and administrative expenses		7			(3,303	)		(2,712	)		41			(5,967	)
Operating income		7			50			1,070			0			1,127
Interest (expense) income, net
External		1			(336	)		0			0			(335	)
Intercompany		(1	)		(144	)		145			0			0
Equity in earnings of subsidiaries		506			175			0			(681	)		0
Income (loss) before income taxes		513			(255	)		1,215			(681	)		792
Federal, state and local income tax benefit (expense)		(2	)		132			(411	)		0			(281	)
Net income (loss)	$	511		$	(123	)	$	804		$	(681	)	$	511

Condensed Consolidating Statement of Cash Flows

For the 39 Weeks Ended October 29, 2011

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	511		$	(123	)	$	804		$	(681	)	$	511
Equity in earnings of subsidiaries		(506	)		(175	)		0			681			0
Dividends received from subsidiaries		352			0			0			(352	)		0
Depreciation and amortization		0			390			428			0			818
Increase in working capital		(73	)		(213	)		(432	)		0			(718	)
Other, net		1			23			(8	)		0			16
Net cash provided (used) by operating activities		285			(98	)		792			(352	)		627
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net		0			(194	)		(278	)		0			(472	)
Other, net		0			38			(38	)		0			0
Net cash used by investing activities		0			(156	)		(316	)		0			(472	)
Cash flows from financing activities:
Debt repaid		0			(449	)		(2	)		0			(451	)
Dividends paid		(106	)		0			(352	)		352			(106	)
Acquisition of common stock, net of common stock issued		(97	)		0			0			0			(97	)
Intercompany activity, net		(488	)		705			(217	)		0			0
Other, net		11			(9	)		130			0			132
Net cash provided (used) by financing activities		(680	)		247			(441	)		352			(522	)
Net increase (decrease) in cash and cash equivalents		(395	)		(7	)		35			0			(367	)
Cash and cash equivalents at beginning of period		1,174			41			249			0			1,464
Cash and cash equivalents at end of period	$	779		$	34		$	284		$	0		$	1,097

Condensed Consolidating Balance Sheet

As of October 30, 2010

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	427	$	36		$	252	$	0		$	715
Receivables		0		33			270		0			303
Merchandise inventories		0		3,490			3,040		0			6,530
Prepaid expenses and other current assets		0		93			196		0			289
Income taxes		95		0			0		(95	)		0
Deferred income tax assets		4		0			0		(4	)		0
Total Current Assets		526		3,652			3,758		(99	)		7,837
Property and Equipment–net		0		5,043			3,872		0			8,915
Goodwill		0		3,315			428		0			3,743
Other Intangible Assets–net		0		192			455		0			647
Other Assets		4		120			416		0			540
Deferred Income Tax Assets		15		0			0		(15	)		0
Intercompany Receivable		2,112		0			2,930		(5,042	)		0
Investment in Subsidiaries		2,495		2,892			0		(5,387	)		0
Total Assets	$	5,152	$	15,214		$	11,859	$	(10,543	)	$	21,682
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Short-term debt	$	0	$	602		$	3	$	0		$	605
Merchandise accounts payable		0		1,572			1,593		0			3,165
Accounts payable and accrued liabilities		256		1,005			1,117		0			2,378
Income taxes		0		15			88		(95	)		8
Deferred income taxes		0		297			41		(4	)		334
Total Current Liabilities		256		3,491			2,842		(99	)		6,490
Long-Term Debt		0		6,953			29		0			6,982
Intercompany Payable		0		5,042			0		(5,042	)		0
Deferred Income Taxes		0		314			830		(15	)		1,129
Other Liabilities		53		949			1,236		0			2,238
Shareholders' Equity (Deficit)		4,843		(1,535	)		6,922		(5,387	)		4,843
Total Liabilities and Shareholders' Equity	$	5,152	$	15,214		$	11,859	$	(10,543	)	$	21,682

Condensed Consolidating Statement of Operations

For the 13 Weeks Ended October 30, 2010

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	0		$	2,906		$	5,292		$	(2,575	)	$	5,623
Cost of sales		0			(1,843	)		(4,094	)		2,560			(3,377	)
Gross margin		0			1,063			1,198			(15	)		2,246
Selling, general and administrative expenses		(2	)		(1,156	)		(926	)		15			(2,069	)
Operating income (loss)		(2	)		(93	)		272			0			177
Interest (expense) income, net
External		0			(162	)		(2	)		0			(164	)
Intercompany		0			(41	)		41			0			0
Equity in earnings of subsidiaries		11			7			0			(18	)		0
Income before income taxes		9			(289	)		311			(18	)		13
Federal, state and local income tax benefit (expense)		1			90			(94	)		0			(3	)
Net income (loss)	$	10		$	(199	)	$	217		$	(18	)	$	10

Condensed Consolidating Statement of Operations

For the 39 Weeks Ended October 30, 2010

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	0		$	8,742		$	14,071		$	(6,079	)	$	16,734
Cost of sales		0			(5,411	)		(10,594	)		6,036			(9,969	)
Gross margin		0			3,331			3,477			(43	)		6,765
Selling, general and administrative expenses		(6	)		(3,304	)		(2,748	)		43			(6,015	)
Operating income (loss)		(6	)		27			729			0			750
Interest (expense) income, net
External		1			(456	)		(1	)		0			(456	)
Intercompany		(1	)		(125	)		126			0			0
Equity in earnings of subsidiaries		184			92			0			(276	)		0
Income (loss) before income taxes		178			(462	)		854			(276	)		294
Federal, state and local income tax benefit (expense)		2			166			(282	)		0			(114	)
Net income (loss)	$	180		$	(296	)	$	572		$	(276	)	$	180

Condensed Consolidating Statement of Cash Flows

For the 39 Weeks Ended October 30, 2010

(millions)

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	180		$	(296	)	$	572		$	(276	)	$	180
Equity in earnings from subsidiaries		(184	)		(92	)		0			276			0
Dividends received from subsidiaries		289			0			0			(289	)		0
Depreciation and amortization		0			427			438			0			865
(Increase) decrease in working capital		(86	)		(474	)		93			0			(467	)
Other, net		8			(379	)		139			0			(232	)
Net cash provided (used) by operating activities		207			(814	)		1,242			(289	)		346
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net		0			(51	)		(185	)		0			(236	)
Other, net		0			0			(49	)		0			(49	)
Net cash used by investing activities		0			(51	)		(234	)		0			(285	)
Cash flows from financing activities:
Debt repaid		0			(1,088	)		(2	)		0			(1,090	)
Dividends paid		(63	)		0			(289	)		289			(63	)
Issuance of common stock, net of common stock acquired		29			0			0			0			29
Intercompany activity, net		(1,182	)		1,945			(763	)		0			0
Other, net		118			(16	)		(10	)		0			92
Net cash provided (used) by financing activities		(1,098	)		841			(1,064	)		289			(1,032	)
Net decrease in cash and cash equivalents		(891	)		(24	)		(56	)		0			(971	)
Cash and cash equivalents at beginning of period		1,318			60			308			0			1,686
Cash and cash equivalents at end of period	$	427		$	36		$	252		$	0		$	715

Condensed Consolidating Balance Sheet

As of January 29, 2011

(millions)

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	1,174	$	41		$	249	$	0		$	1,464
Receivables		0		89			303		0			392
Merchandise inventories		0		2,589			2,169		0			4,758
Prepaid expenses and other current assets		0		98			187		0			285
Total Current Assets		1,174		2,817			2,908		0			6,899
Property and Equipment–net		0		5,013			3,800		0			8,813
Goodwill		0		3,315			428		0			3,743
Other Intangible Assets–net		0		184			453		0			637
Other Assets		4		133			402		0			539
Deferred Income Tax Assets		19		0			0		(19	)		0
Intercompany Receivable		1,651		0			2,738		(4,389	)		0
Investment in Subsidiaries		2,908		2,598			0		(5,506	)		0
Total Assets	$	5,756	$	14,060		$	10,729	$	(9,914	)	$	20,631
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Short-term debt	$	0	$	451		$	3	$	0		$	454
Merchandise accounts payable		0		680			741		0			1,421
Accounts payable and accrued liabilities		144		1,069			1,431		0			2,644
Income taxes		29		18			135		0			182
Deferred income taxes		0		285			79		0			364
Total Current Liabilities		173		2,503			2,389		0			5,065
Long-Term Debt		0		6,942			29		0			6,971
Intercompany Payable		0		4,389			0		(4,389	)		0
Deferred Income Taxes		0		400			864		(19	)		1,245
Other Liabilities		53		748			1,019		0			1,820
Shareholders' Equity (Deficit)		5,530		(922	)		6,428		(5,506	)		5,530
Total Liabilities and Shareholders' Equity	$	5,756	$	14,060		$	10,729	$	(9,914	)	$	20,631

XML

Summary Of Significant Accounting Policies (Policy)

9 Months Ended

Oct. 29, 2011

Summary Of Significant Accounting Policies [Abstract]

Nature Of Operations

Macy's, Inc. and subsidiaries (the "Company") is a retail organization operating retail stores and Internet websites under two brands (Macy's and Bloomingdale's) that sell a wide range of merchandise, including men's, women's and children's apparel and accessories, cosmetics, home furnishings and other consumer goods. The Company's operations include approximately 850 stores in 45 states, the District of Columbia, Guam and Puerto Rico, as well as macys.com and bloomingdales.com.

Income Taxes

As of January 29, 2011, the Company changed its methodology for recording deferred state income taxes from a blended rate basis to a separate entity basis, and has reflected the effects of such change to 2008. Even though the Company considers the change to have had only an immaterial impact on its financial condition, results of operations and cash flows for the periods presented, the financial condition, results of operations and cash flows for the prior period as previously reported have been adjusted to reflect the change.

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.

Cash And Cash Equivalents

Cash and cash equivalents include cash and liquid investments with original maturities of three months or less. Among other investments, cash and cash equivalents include U.S. Treasury securities of $150 million at October 29, 2011 and amounts due in respect of credit card sales transactions that are settled early in the following period in the amount of $134 million at October 29, 2011, $104 million at January 29, 2011 and $117 million at October 30, 2010.

Receivables

The Company records income from credit operations as a reduction of Selling, General and Administrative expenses. Income from credit operations was $185 million and $414 million in the 13 and 39 weeks ended October 29, 2011, respectively, an increase over the $77 million and $224 million earned in the 13 and 39 weeks ended October 30, 2010, respectively, which resulted primarily from improvement in actual and expected collection rates.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2010-06, which provides amendments and requires new disclosures relating to Accounting Standards Codification ("ASC") Topic 820, "Fair Value Measurements and Disclosures," and also conforming amendments to guidance relating to ASC Topic 715, "Compensation - Retirement Benefits." The Company adopted this guidance on January 31, 2010, except for the disclosure requirement regarding purchases, sales, issuances and settlements in the rollforward of activity in Level 3 fair value measurements, which the Company adopted on January 30, 2011. This guidance is limited to the form and content of disclosures, and the full adoption did not have an impact on the Company's consolidated financial position, results of operations or cash flows.

In July 2010, the FASB issued Accounting Standard Update No. 2010-20, which amends various sections of ASC Topic 310, "Receivables," relating to a company's allowance for credit losses and the credit quality of its financing receivables. The amendment requires companies to provide disaggregated levels of disclosure by portfolio segment and class of financing receivable to enable users of the financial statements to understand the nature of credit risk, how the risk is analyzed in determining the related allowance for credit losses and changes to the allowance during the reporting period. The Company adopted this guidance as of January 29, 2011, except as it relates to disclosures regarding activities during a reporting period, which the Company adopted on January 30, 2011. This guidance is limited to the form and content of disclosures. The full adoption did not have an impact on the Company's consolidated financial position, results of operations or cash flows.

In December 2010, the FASB issued Accounting Standard Update No. 2010-28, which amends ASC Topic 350, "Intangibles - Goodwill and Other," relating to the goodwill impairment test of a reporting unit with zero or negative carrying amounts. The Company adopted this guidance as of January 30, 2011, and the adoption did not have and is not expected to have an impact on the Company's consolidated financial position, results of operations or cash flows.

In May 2011, the FASB issued Accounting Standard Update No. 2011-04, which amends ASC Topic 820, "Fair Value Measurements and Disclosures," to result in common fair value measurements and disclosures between accounting principles generally accepted in the United States of America and International Financial Reporting Standards. The amendments explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments change the wording used to describe fair value measurement requirements and disclosures, but often do not result in a change in the application of current guidance. Certain amendments clarify the intent about the application of existing fair value measurement requirements, while certain other amendments change a principle or requirement for fair value measurement or disclosure. This guidance is effective for interim and annual periods beginning after December 15, 2011. The Company does not anticipate that the adoption of this guidance will have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In June 2011, the FASB issued Accounting Standard Update No. 2011-05, which amends ASC Topic 220, "Comprehensive Income," to increase the prominence of items reported in other comprehensive income by eliminating the option of presenting components of comprehensive income as part of the statement of changes in shareholders' equity. The updated guidance requires that all nonowner changes in shareholders' equity be presented either as a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance is effective for interim and annual periods beginning after December 15, 2011. The guidance is limited to the form and content of the financial statements and disclosures, and the Company does not anticipate that the adoption of this guidance will have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, which amends ASC Topic 350, "Intangibles - Goodwill and Other." The guidance amends the impairment test for goodwill by allowing companies to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than the carrying amount and whether it is necessary to perform the current two-step goodwill impairment test. This guidance is effective for interim and annual periods beginning after December 15, 2011. The Company does not anticipate that the adoption of this guidance will have an impact on the Company's consolidated financial position, results of operations or cash flows.

In September 2011, the FASB issued Accounting Standards Update No. 2011-09, which amends ASC Topic 715, "Compensation - Retirement Benefits." This guidance requires additional quantitative and qualitative disclosures for employers who participate in multiemployer pension plans. This guidance is effective for annual periods ending after December 15, 2011. This guidance is limited to the form and content of disclosures, and the Company does not anticipate that the adoption of this guidance will have an impact on the Company's consolidated financial position, results of operations or cash flows.

XML

Earnings Per Share (Tables)

9 Months Ended

Oct. 29, 2011

Earnings Per Share [Abstract]

Computation Of Basic And Diluted Earnings Per Share

	13 Weeks Ended
	October 29, 2011						October 30, 2010
	Income				Shares		Income				Shares
	(millions, except per share figures)
Net income and average number of shares outstanding	$	139				424.3	$	10				422.4
Shares to be issued under deferred compensation plans						1.0						1.1
	$	139				425.3	$	10				423.5
Basic earnings per share			$	.33					$	.02
Effect of dilutive securities – stock options, restricted stock and restricted stock units						6.5						4.1
	$	139				431.8	$	10				427.6
Diluted earnings per share			$	.32					$	.02

	39 Weeks Ended
	October 29, 2011						October 30, 2010
	Income				Shares		Income				Shares
	(millions, except per share figures)
Net income and average number of shares outstanding	$	511				425.0	$	180				421.9
Shares to be issued under deferred compensation plans						1.0						1.1
	$	511				426.0	$	180				423.0
Basic earnings per share			$	1.20					$	.43
Effect of dilutive securities – stock options, restricted stock and restricted stock units						6.2						3.7
	$	511				432.2	$	180				426.7
Diluted earnings per share			$	1.18					$	.42

XML

Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Operations) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 29, 2011	Oct. 30, 2010	Oct. 29, 2011	Oct. 30, 2010
Net sales	$ 5,853	$ 5,623	$ 17,681	$ 16,734
Cost of sales	(3,544)	(3,377)	(10,587)	(9,969)
Gross margin	2,309	2,246	7,094	6,765
Selling, general and administrative expenses	(2,018)	(2,069)	(5,967)	(6,015)
Operating income	291	177	1,127	750
External	(108)	(164)	(335)	(456)
Intercompany	0	0	0	0
Equity in earnings of subsidiaries	0	0	0	0
Income before income taxes	183	13	792	294
Federal, state and local income tax benefit (expense)	(44)	(3)	(281)	(114)
Net income (loss)	139	10	511	180
Parent [Member]
Net sales	0	0	0	0
Cost of sales	0	0	0	0
Gross margin	0	0	0	0
Selling, general and administrative expenses	11	(2)	7	(6)
Operating income	11	(2)	7	(6)
External	0	0	1	1
Intercompany	(1)	0	(1)	(1)
Equity in earnings of subsidiaries	132	11	506	184
Income before income taxes	142	9	513	178
Federal, state and local income tax benefit (expense)	(3)	1	(2)	2
Net income (loss)	139	10	511	180
Subsidiary Issuer [Member]
Net sales	2,941	2,906	8,967	8,742
Cost of sales	(1,899)	(1,843)	(5,614)	(5,411)
Gross margin	1,042	1,063	3,353	3,331
Selling, general and administrative expenses	(1,174)	(1,156)	(3,303)	(3,304)
Operating income	(132)	(93)	50	27
External	(108)	(162)	(336)	(456)
Intercompany	(47)	(41)	(144)	(125)
Equity in earnings of subsidiaries	21	7	175	92
Income before income taxes	(266)	(289)	(255)	(462)
Federal, state and local income tax benefit (expense)	101	90	132	166
Net income (loss)	(165)	(199)	(123)	(296)
Other Subsidiaries [Member]
Net sales	5,733	5,292	15,188	14,071
Cost of sales	(4,452)	(4,094)	(11,406)	(10,594)
Gross margin	1,281	1,198	3,782	3,477
Selling, general and administrative expenses	(869)	(926)	(2,712)	(2,748)
Operating income	412	272	1,070	729
External	0	(2)	0	(1)
Intercompany	48	41	145	126
Equity in earnings of subsidiaries	0	0	0	0
Income before income taxes	460	311	1,215	854
Federal, state and local income tax benefit (expense)	(142)	(94)	(411)	(282)
Net income (loss)	318	217	804	572
Consolidating Adjustments [Member]
Net sales	(2,821)	(2,575)	(6,474)	(6,079)
Cost of sales	2,807	2,560	6,433	6,036
Gross margin	(14)	(15)	(41)	(43)
Selling, general and administrative expenses	14	15	41	43
Operating income	0	0	0	0
External	0	0	0	0
Intercompany	0	0	0	0
Equity in earnings of subsidiaries	(153)	(18)	(681)	(276)
Income before income taxes	(153)	(18)	(681)	(276)
Federal, state and local income tax benefit (expense)	0	0	0	0
Net income (loss)	$ (153)	$ (18)	$ (681)	$ (276)

XML

Condensed Consolidating Financial Information (Tables)

3 Months Ended

9 Months Ended

12 Months Ended

Oct. 29, 2011

Oct. 30, 2010

Oct. 29, 2011

Oct. 30, 2010

Jan. 29, 2011

Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Balance Sheet

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	779	$	34		$	284	$	0		$	1,097
Receivables		0		49			330		0			379
Merchandise inventories		0		3,781			3,377		0			7,158
Prepaid expenses and other current assets		0		102			215		0			317
Income taxes		44		0			0		(44	)		0
Total Current Assets		823		3,966			4,206		(44	)		8,951
Property and Equipment–net		0		4,812			3,611		0			8,423
Goodwill		0		3,315			428		0			3,743
Other Intangible Assets–net		0		161			447		0			608
Other Assets		4		92			442		0			538
Intercompany Receivable		2,176		0			2,955		(5,131	)		0
Investment in Subsidiaries		3,094		2,790			0		(5,884	)		0
Total Assets	$	6,097	$	15,136		$	12,089	$	(11,059	)	$	22,263
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Short-term debt	$	0	$	802		$	3	$	0		$	805
Merchandise accounts payable		0		1,748			1,828		0			3,576
Accounts payable and accrued liabilities		211		959			1,313		0			2,483
Income taxes		0		30			80		(44	)		66
Deferred income taxes		0		279			65		0			344
Total Current Liabilities		211		3,818			3,289		(44	)		7,274
Long-Term Debt		0		6,125			26		0			6,151
Intercompany Payable		0		5,131			0		(5,131	)		0
Deferred Income Taxes		1		460			985		0			1,446
Other Liabilities		33		616			891		0			1,540
Shareholders' Equity (Deficit)		5,852		(1,014	)		6,898		(5,884	)		5,852
Total Liabilities and Shareholders' Equity	$	6,097	$	15,136		$	12,089	$	(11,059	)	$	22,263

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	427	$	36		$	252	$	0		$	715
Receivables		0		33			270		0			303
Merchandise inventories		0		3,490			3,040		0			6,530
Prepaid expenses and other current assets		0		93			196		0			289
Income taxes		95		0			0		(95	)		0
Deferred income tax assets		4		0			0		(4	)		0
Total Current Assets		526		3,652			3,758		(99	)		7,837
Property and Equipment–net		0		5,043			3,872		0			8,915
Goodwill		0		3,315			428		0			3,743
Other Intangible Assets–net		0		192			455		0			647
Other Assets		4		120			416		0			540
Deferred Income Tax Assets		15		0			0		(15	)		0
Intercompany Receivable		2,112		0			2,930		(5,042	)		0
Investment in Subsidiaries		2,495		2,892			0		(5,387	)		0
Total Assets	$	5,152	$	15,214		$	11,859	$	(10,543	)	$	21,682
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Short-term debt	$	0	$	602		$	3	$	0		$	605
Merchandise accounts payable		0		1,572			1,593		0			3,165
Accounts payable and accrued liabilities		256		1,005			1,117		0			2,378
Income taxes		0		15			88		(95	)		8
Deferred income taxes		0		297			41		(4	)		334
Total Current Liabilities		256		3,491			2,842		(99	)		6,490
Long-Term Debt		0		6,953			29		0			6,982
Intercompany Payable		0		5,042			0		(5,042	)		0
Deferred Income Taxes		0		314			830		(15	)		1,129
Other Liabilities		53		949			1,236		0			2,238
Shareholders' Equity (Deficit)		4,843		(1,535	)		6,922		(5,387	)		4,843
Total Liabilities and Shareholders' Equity	$	5,152	$	15,214		$	11,859	$	(10,543	)	$	21,682

	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	1,174	$	41		$	249	$	0		$	1,464
Receivables		0		89			303		0			392
Merchandise inventories		0		2,589			2,169		0			4,758
Prepaid expenses and other current assets		0		98			187		0			285
Total Current Assets		1,174		2,817			2,908		0			6,899
Property and Equipment–net		0		5,013			3,800		0			8,813
Goodwill		0		3,315			428		0			3,743
Other Intangible Assets–net		0		184			453		0			637
Other Assets		4		133			402		0			539
Deferred Income Tax Assets		19		0			0		(19	)		0
Intercompany Receivable		1,651		0			2,738		(4,389	)		0
Investment in Subsidiaries		2,908		2,598			0		(5,506	)		0
Total Assets	$	5,756	$	14,060		$	10,729	$	(9,914	)	$	20,631
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Short-term debt	$	0	$	451		$	3	$	0		$	454
Merchandise accounts payable		0		680			741		0			1,421
Accounts payable and accrued liabilities		144		1,069			1,431		0			2,644
Income taxes		29		18			135		0			182
Deferred income taxes		0		285			79		0			364
Total Current Liabilities		173		2,503			2,389		0			5,065
Long-Term Debt		0		6,942			29		0			6,971
Intercompany Payable		0		4,389			0		(4,389	)		0
Deferred Income Taxes		0		400			864		(19	)		1,245
Other Liabilities		53		748			1,019		0			1,820
Shareholders' Equity (Deficit)		5,530		(922	)		6,428		(5,506	)		5,530
Total Liabilities and Shareholders' Equity	$	5,756	$	14,060		$	10,729	$	(9,914	)	$	20,631

Condensed Consolidating Statement Of Operations

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	0		$	2,941		$	5,733		$	(2,821	)	$	5,853
Cost of sales		0			(1,899	)		(4,452	)		2,807			(3,544	)
Gross margin		0			1,042			1,281			(14	)		2,309
Selling, general and administrative expenses		11			(1,174	)		(869	)		14			(2,018	)
Operating income (loss)		11			(132	)		412			0			291
Interest (expense) income, net
External		0			(108	)		0			0			(108	)
Intercompany		(1	)		(47	)		48			0			0
Equity in earnings of subsidiaries		132			21			0			(153	)		0
Income (loss) before income taxes		142			(266	)		460			(153	)		183
Federal, state and local income tax benefit (expense)		(3	)		101			(142	)		0			(44	)
Net income (loss)	$	139		$	(165	)	$	318		$	(153	)	$	139

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	0		$	2,906		$	5,292		$	(2,575	)	$	5,623
Cost of sales		0			(1,843	)		(4,094	)		2,560			(3,377	)
Gross margin		0			1,063			1,198			(15	)		2,246
Selling, general and administrative expenses		(2	)		(1,156	)		(926	)		15			(2,069	)
Operating income (loss)		(2	)		(93	)		272			0			177
Interest (expense) income, net
External		0			(162	)		(2	)		0			(164	)
Intercompany		0			(41	)		41			0			0
Equity in earnings of subsidiaries		11			7			0			(18	)		0
Income before income taxes		9			(289	)		311			(18	)		13
Federal, state and local income tax benefit (expense)		1			90			(94	)		0			(3	)
Net income (loss)	$	10		$	(199	)	$	217		$	(18	)	$	10

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	0		$	8,967		$	15,188		$	(6,474	)	$	17,681
Cost of sales		0			(5,614	)		(11,406	)		6,433			(10,587	)
Gross margin		0			3,353			3,782			(41	)		7,094
Selling, general and administrative expenses		7			(3,303	)		(2,712	)		41			(5,967	)
Operating income		7			50			1,070			0			1,127
Interest (expense) income, net
External		1			(336	)		0			0			(335	)
Intercompany		(1	)		(144	)		145			0			0
Equity in earnings of subsidiaries		506			175			0			(681	)		0
Income (loss) before income taxes		513			(255	)		1,215			(681	)		792
Federal, state and local income tax benefit (expense)		(2	)		132			(411	)		0			(281	)
Net income (loss)	$	511		$	(123	)	$	804		$	(681	)	$	511

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	0		$	8,742		$	14,071		$	(6,079	)	$	16,734
Cost of sales		0			(5,411	)		(10,594	)		6,036			(9,969	)
Gross margin		0			3,331			3,477			(43	)		6,765
Selling, general and administrative expenses		(6	)		(3,304	)		(2,748	)		43			(6,015	)
Operating income (loss)		(6	)		27			729			0			750
Interest (expense) income, net
External		1			(456	)		(1	)		0			(456	)
Intercompany		(1	)		(125	)		126			0			0
Equity in earnings of subsidiaries		184			92			0			(276	)		0
Income (loss) before income taxes		178			(462	)		854			(276	)		294
Federal, state and local income tax benefit (expense)		2			166			(282	)		0			(114	)
Net income (loss)	$	180		$	(296	)	$	572		$	(276	)	$	180

Condensed Consolidating Statement Of Cash Flows

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	511		$	(123	)	$	804		$	(681	)	$	511
Equity in earnings of subsidiaries		(506	)		(175	)		0			681			0
Dividends received from subsidiaries		352			0			0			(352	)		0
Depreciation and amortization		0			390			428			0			818
Increase in working capital		(73	)		(213	)		(432	)		0			(718	)
Other, net		1			23			(8	)		0			16
Net cash provided (used) by operating activities		285			(98	)		792			(352	)		627
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net		0			(194	)		(278	)		0			(472	)
Other, net		0			38			(38	)		0			0
Net cash used by investing activities		0			(156	)		(316	)		0			(472	)
Cash flows from financing activities:
Debt repaid		0			(449	)		(2	)		0			(451	)
Dividends paid		(106	)		0			(352	)		352			(106	)
Acquisition of common stock, net of common stock issued		(97	)		0			0			0			(97	)
Intercompany activity, net		(488	)		705			(217	)		0			0
Other, net		11			(9	)		130			0			132
Net cash provided (used) by financing activities		(680	)		247			(441	)		352			(522	)
Net increase (decrease) in cash and cash equivalents		(395	)		(7	)		35			0			(367	)
Cash and cash equivalents at beginning of period		1,174			41			249			0			1,464
Cash and cash equivalents at end of period	$	779		$	34		$	284		$	0		$	1,097

	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	180		$	(296	)	$	572		$	(276	)	$	180
Equity in earnings from subsidiaries		(184	)		(92	)		0			276			0
Dividends received from subsidiaries		289			0			0			(289	)		0
Depreciation and amortization		0			427			438			0			865
(Increase) decrease in working capital		(86	)		(474	)		93			0			(467	)
Other, net		8			(379	)		139			0			(232	)
Net cash provided (used) by operating activities		207			(814	)		1,242			(289	)		346
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net		0			(51	)		(185	)		0			(236	)
Other, net		0			0			(49	)		0			(49	)
Net cash used by investing activities		0			(51	)		(234	)		0			(285	)
Cash flows from financing activities:
Debt repaid		0			(1,088	)		(2	)		0			(1,090	)
Dividends paid		(63	)		0			(289	)		289			(63	)
Issuance of common stock, net of common stock acquired		29			0			0			0			29
Intercompany activity, net		(1,182	)		1,945			(763	)		0			0
Other, net		118			(16	)		(10	)		0			92
Net cash provided (used) by financing activities		(1,098	)		841			(1,064	)		289			(1,032	)
Net decrease in cash and cash equivalents		(891	)		(24	)		(56	)		0			(971	)
Cash and cash equivalents at beginning of period		1,318			60			308			0			1,686
Cash and cash equivalents at end of period	$	427		$	36		$	252		$	0		$	715

XML

Financing Activities (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended	3 Months Ended		9 Months Ended
	May 28, 2011	Oct. 29, 2011	Oct. 30, 2010	Oct. 29, 2011	Oct. 30, 2010
Debt Instrument [Line Items]
Debt repaid in period				$ 439	$ 76
Debt instrument, principal outstanding		612		612
Decrease in interest payable effective rate	0.25%
Effective interest rate of debt instrument	8.125%
Maximum potential increase in debt interest rate due to potential downgrades in debt ratings	1.75%
Maximum potential decrease in debt interest rate due to potential upgrades in debt ratings	0.25%
Cash paid for repurchase of company debt			541		1,067
Amount of outstanding debt repurchased before maturity			500		1,000
Additional interest expense from early repurchase of debt			39		66
Shares of common stock acquired		8,162,400		8,162,400
Cost of acquired shares		221		221
Amount of authorizations unused		631		631
Letter Of Credit Agreement Expiring On June 20, 2015 [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		1,500		1,500
Line of credit facility, maximum borrowing capacity at Company's option				1,750
Line of credit facility, expiration date				June 20, 2015
Line of credit facility, amount outstanding		0		0
Letter Of Credit Agreement Expiring On August 30, 2012 [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		2,000		2,000
Line of credit facility, expiration date				August 30, 2012
Line of credit facility, amount outstanding		$ 0		$ 0

XML

Consolidated Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	9 Months Ended
	Oct. 29, 2011	Oct. 30, 2010
Cash flows from operating activities:
Net income	$ 511	$ 180
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	818	865
Stock-based compensation expense	54	55
Amortization of financing costs and premium on acquired debt	(12)	(21)
Changes in assets and liabilities:
Decrease in receivables	28	47
Increase in merchandise inventories	(2,400)	(1,915)
Increase in prepaid expenses and other current assets	(32)	(13)
(Increase) decrease in other assets not separately identified	40	(34)
Increase in merchandise accounts payable	2,023	1,719
Decrease in accounts payable and accrued liabilities not separately identified	(220)	(245)
Decrease in current income taxes	(117)	(60)
Increase in deferred income taxes	162	100
Decrease in other liabilities not separately identified	(228)	(332)
Net cash provided by operating activities	627	346
Cash flows from investing activities:
Purchase of property and equipment	(359)	(203)
Capitalized software	(141)	(105)
Disposition of property and equipment	22	66
Proceeds from insurance claims	6	6
Other, net	0	(49)
Net cash used by investing activities	(472)	(285)
Cash flows from financing activities:
Debt repaid	(451)	(1,090)
Financing costs	(8)	0
Dividends paid	(106)	(63)
Increase in outstanding checks	140	92
Acquisition of treasury stock	(210)	(1)
Issuance of common stock	113	30
Net cash used by financing activities	(522)	(1,032)
Net decrease in cash and cash equivalents	(367)	(971)
Cash and cash equivalents at beginning of period	1,464	1,686
Cash and cash equivalents at end of period	1,097	715
Supplemental cash flow information:
Interest paid	333	474
Interest received	4	4
Income taxes paid (net of refunds received)	$ 272	$ 106

XML

Benefit Plans

9 Months Ended

Oct. 29, 2011

Benefit Plans [Abstract]

Benefit Plans

5. 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. The Company also has an unfunded defined benefit supplementary retirement plan, which provides benefits, for certain employees, in excess of qualified plan limitations.

During the 39 weeks ended October 29, 2011 and October 30, 2010, the Company made funding contributions to the Pension Plan of $225 million and $325 million, respectively.

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 additional provisions which impact the accounting for postretirement obligations. Based on the analysis to date, the impact of 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
	October 29, 2011			October 30, 2010			October 29, 2011			October 30, 2010
	(millions)
Pension Plan
Service cost	$	25		$	25		$	76		$	75
Interest cost		40			40			120			119
Expected return on assets		(61	)		(55	)		(185	)		(164	)
Recognition of net actuarial loss		22			15			66			45
Amortization of prior service cost		(1	)		(1	)		(1	)		(1	)
	$	25		$	24		$	76		$	74
Supplementary Retirement Plan
Service cost	$	1		$	1		$	4		$	4
Interest cost		9			9			27			27
Recognition of net actuarial loss		2			1			6			3
Amortization of prior service cost		0			0			(1	)		(1	)
	$	12		$	11		$	36		$	33
Postretirement Obligations
Service cost	$	0		$	0		$	0		$	0
Interest cost		3			4			10			11
Recognition of net actuarial gain		(1	)		(2	)		(4	)		(4	)
Amortization of prior service cost		0			0			0			0
	$	2		$	2		$	6		$	7

XML

Financing Activities (Detail Of Debt Repayments) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Oct. 29, 2011	Oct. 30, 2010
Short-term and Long-term Debt [Line Items]
Debt repaid	$ 451	$ 1,090
5.35% Senior Notes Due 2012 [Member]
Short-term and Long-term Debt [Line Items]
Debt repaid	0	484
Debt instrument, interest rate	5.35%	5.35%
Debt instrument, maturity year	2012
8.0% Senior Debentures Due 2012 [Member]
Short-term and Long-term Debt [Line Items]
Debt repaid	0	27
Debt instrument, interest rate	8.00%	8.00%
Debt instrument, maturity year	2012
5.875% Senior Notes Due 2013 [Member]
Short-term and Long-term Debt [Line Items]
Debt repaid	0	52
Debt instrument, interest rate	5.875%	5.875%
Debt instrument, maturity year	2013
7.625% Senior Debentures Due 2013 [Member]
Short-term and Long-term Debt [Line Items]
Debt repaid	0	16
Debt instrument, interest rate	7.625%	7.625%
Debt instrument, maturity year	2013
5.75% Senior Notes Due 2014 [Member]
Short-term and Long-term Debt [Line Items]
Debt repaid	0	47
Debt instrument, interest rate	5.75%	5.75%
Debt instrument, maturity year	2014
7.875% Senior Notes Due 2015 [Member]
Short-term and Long-term Debt [Line Items]
Debt repaid	0	38
Debt instrument, interest rate	7.875%	7.875%
Debt instrument, maturity year	2015
5.90% Senior Notes Due 2016 [Member]
Short-term and Long-term Debt [Line Items]
Debt repaid	0	123
Debt instrument, interest rate	5.90%	5.90%
Debt instrument, maturity year	2016
7.45% Senior Debentures Due 2016 [Member]
Short-term and Long-term Debt [Line Items]
Debt repaid	0	2
Debt instrument, interest rate	7.45%	7.45%
Debt instrument, maturity year	2016
9.5% Amortizing Debentures Due 2021 [Member]
Short-term and Long-term Debt [Line Items]
Debt repaid	4	4
Debt instrument, interest rate	9.50%	9.50%
Debt instrument, maturity year	2021
9.75% Amortizing Debentures Due 2021 [Member]
Short-term and Long-term Debt [Line Items]
Debt repaid	2	2
Debt instrument, interest rate	9.75%	9.75%
Debt instrument, maturity year	2021
Capital Leases And Other Obligations [Member]
Short-term and Long-term Debt [Line Items]
Debt repaid	6	8
8.5% Senior Notes Due 2010 [Member]
Short-term and Long-term Debt [Line Items]
Debt repaid	0	76
Debt instrument, interest rate	8.50%	8.50%
Debt instrument, maturity year	2010
6.625% Senior Notes Due 2011 [Member]
Short-term and Long-term Debt [Line Items]
Debt repaid	330	170
Debt instrument, interest rate	6.625%	6.625%
Debt instrument, maturity year	2011
7.45% Senior Debentures Due 2011 [Member]
Short-term and Long-term Debt [Line Items]
Debt repaid	$ 109	$ 41
Debt instrument, interest rate	7.45%	7.45%
Debt instrument, maturity year	2011

XML

Fair Value Measurements (Tables)

9 Months Ended

Oct. 29, 2011

Fair Value Measurements [Abstract]

Financial Assets Measured At Fair Value On A Recurring Basis

	October 29, 2011								October 30, 2010
			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	$	91	$	0	$	91	$	0	$	96	$	33	$	63	$	0

Estimated Fair Values Of Company's Long-Term Debt

	October 29, 2011						October 30, 2010
	Notional Amount		Carrying Amount		Fair Value		Notional Amount		Carrying Amount		Fair Value
	(millions)
Long-term debt	$	5,903	$	6,124	$	6,500	$	6,707	$	6,952	$	7,085