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