[JONES DAY LETTERHEAD]
May 28, 2010
Ms. Cecilia Blye
Chief
United States Securities and Exchange Commission
Office of Global Security Risk
100 F Street, N.E.
Mailstop 3561
Washington, D.C. 20549
Re: Macys, Inc.
Annual Report on Form 10-K for the Fiscal Year Ended January 31, 2010
Filed March 31, 2010
File No. 001-13536
Dear Ms. Blye:
On behalf of Macys, Inc. (Macys or the Company), we are writing to respond to your letter dated May 25, 2010 containing the comments of the staff (the Staff) of the Securities and Exchange Commission (the Commission) in regard to the above-referenced filing. The text of the Staffs comments and Macys responses thereto are set forth below.
General
1. We note from 2010 news articles that you recently entered the Middle Eastern market and that Bloomingdales teamed up with Al Tayer Group to open a store in Dubai. Iran, Syria and Sudan, countries generally understood to be included in references to the Middle East, are identified by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with the referenced countries, if any, whether through subsidiaries, resellers, distributors or other direct or indirect arrangements. Your response should describe any services or products you have provided to those countries and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by those governments.
Response: Macys hereby advises the Staff that Macys does not have any past, current or anticipated contacts with Iran, Syria or Sudan, including through subsidiaries, resellers, distributors or other direct or indirect arrangements. The news articles to which you refer relate to a license agreement pursuant to which a subsidiary of Macys granted a geographically limited license to an affiliate of Al Tayer Group LLC organized as a Dubai, United Arab Emirates limited liability company (the Licensee) to:
operate a Bloomingdales branded retail fashion store and home furnishings store (collectively, the Store), in the Dubai Mall located in Dubai, United Arab Emirates;
use specified trade names, service marks, trademarks, logos and emblems within the United Arab Emirates in connection with the operation of the Store;
carry out mail-order and catalogue sales of products, goods and merchandise offered for sale at the Store for shipment to addresses within the United Arab Emirates; and
use specified methodologies used elsewhere by Macys in connection with the operation of Bloomingdales stores solely in connection with the operation of the Store, within the United Arab Emirates;
in each case on the terms and subject to the conditions set forth in the license agreement, and pursuant to which the parties to the license agreement agreed to various related matters, including the payment by the Licensee to the Macys subsidiary of specified license fees.
Macys hereby acknowledges that:
Macys is responsible for the adequacy and accuracy of the disclosure in its filings;
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to its filings; and
Macys may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities of the United States.
The Company believes that it has responded appropriately to the Staffs comments, and would like to be advised as promptly as possible that the comment process has been completed. The Staffs cooperation in this regard would be greatly appreciated.
If you have any questions regarding the foregoing, please do not hesitate to contact me at (214) 969‑3704, or by facsimile at (214) 969‑5100.
Very truly yours,
/s/ Mark E. Betzen
Mark E. Betzen
cc: Jennifer
Hardy, United States Securities and Exchange Commission
H. Christopher Owings, United States Securities and Exchange Commission
Karen M. Hoguet, Macys, Inc.
Dennis J. Broderick, Macys, Inc.
Linda J. Balicki, Macys, Inc.
Joel A. Belsky, Macys, Inc.
Scott Flynn, KPMG LLP
Teresa E. Iannaconi, KPMG LLP