Quarterly report pursuant to Section 13 or 15(d)

Condensed Consolidating Financial Information

Condensed Consolidating Financial Information

3 Months Ended

Apr. 30, 2011

Condensed Consolidating Financial Information

Condensed Consolidating Financial Information

8.	Condensed Consolidating Financial Information

The senior notes and senior debentures 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 April 30, 2011, May 1, 2010 and January 29, 2011, the related Condensed Consolidating Statements of Operations for the 13 weeks ended April 30, 2011 and May 1, 2010, and the related Condensed Consolidating Statements of Cash Flows for the 13 weeks ended April 30, 2011 and May 1, 2010 are presented on the following pages.

Condensed Consolidating Balance Sheet

As of April 30, 2011

(millions)


	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated

ASSETS:
Current Assets:
Cash and cash equivalents	$	753	$	37		$	362	$	0		$	1,152
Receivables		0		35			255		0			290
Merchandise inventories		0		2,738			2,421		0			5,159
Prepaid expenses and other current assets		0		94			219		0			313
Income taxes		4		0			0		(4	)		0

Total Current Assets		757		2,904			3,257		(4	)		6,914
Property and Equipment–net		0		4,908			3,728		0			8,636
Goodwill		0		3,315			428		0			3,743
Other Intangible Assets–net		0		176			452		0			628
Other Assets		4		80			412		0			496
Deferred Income Tax Assets		96		0			0		(96	)		0
Intercompany Receivable		2,045		0			2,565		(4,610	)		0
Investment in Subsidiaries		2,944		2,696			0		(5,640	)		0

Total Assets	$	5,846	$	14,079		$	10,842	$	(10,350	)	$	20,417

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Short-term debt	$	0	$	738		$	3	$	0		$	741
Merchandise accounts payable		0		1,015			1,116		0			2,131
Accounts payable and accrued liabilities		101		891			1,194		0			2,186
Income taxes		0		35			37		(4	)		68
Deferred income taxes		0		277			76		0			353

Total Current Liabilities		101		2,956			2,426		(4	)		5,479
Long-Term Debt		0		6,315			28		0			6,343
Intercompany Payable		0		4,610			0		(4,610	)		0
Deferred Income Taxes		0		520			904		(96	)		1,328
Other Liabilities		57		648			874		0			1,579
Shareholders' Equity (Deficit)		5,688		(970	)		6,610		(5,640	)		5,688

Total Liabilities and Shareholders' Equity	$	5,846	$	14,079		$	10,842	$	(10,350	)	$	20,417

Condensed Consolidating Statement of Operations

For the 13 Weeks Ended April 30, 2011

(millions)


	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated

Net sales	$	0		$	2,993		$	4,940		$	(2,044	)	$	5,889

Cost of sales		0			(1,923	)		(3,693	)		2,030			(3,586	)



Gross margin		0			1,070			1,247			(14	)		2,303

Selling, general and administrative expenses		(2	)		(1,105	)		(880	)		14			(1,973	)



Operating income (loss)		(2	)		(35	)		367			0			330

Interest (expense) income, net

External		0			(116	)		0			0			(116	)

Intercompany		0			(50	)		50			0			0

Equity in earnings of subsidiaries		132			92			0			(224	)		0



Income (loss) before income taxes		130			(109	)		417			(224	)		214

Federal, state and local income tax benefit (expense)		1			56			(140	)		0			(83	)



Net income (loss)	$	131		$	(53	)	$	277		$	(224	)	$	131

Condensed Consolidating Statement of Cash Flows

For the 13 Weeks Ended April 30, 2011

(millions)


	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	131		$	(53	)	$	277		$	(224	)	$	131
Equity in earnings of subsidiaries		(132	)		(92	)		0			224			0
Dividends received from subsidiaries		100			0			0			(100	)		0
Depreciation and amortization		0			129			139			0			268
(Increase) decrease in working capital		(33	)		76			(233	)		0			(190	)
Other, net		(73	)		38			(107	)		0			(142	)

Net cash provided (used) by operating activities		(7	)		98			76			(100	)		67

Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net		0			(16	)		(74	)		0			(90	)
Other, net		0			37			(11	)		0			26

Net cash provided (used) by investing activities		0			21			(85	)		0			(64	)

Cash flows from financing activities:
Debt repaid		0			(335	)		0			0			(335	)
Dividends paid		(21	)		0			(100	)		100			(21	)
Issuance of common stock, net of common stock acquired		31			0			0			0			31
Intercompany activity, net		(381	)		214			167			0			0
Other, net		(43	)		(2	)		55			0			10

Net cash provided (used) by financing activities		(414	)		(123	)		122			100			(315	)

Net increase (decrease) in cash and cash equivalents		(421	)		(4	)		113			0			(312	)
Cash and cash equivalents at beginning of period		1,174			41			249			0			1,464


Cash and cash equivalents at end of period	$	753		$	37		$	362		$	0		$	1,152

Condensed Consolidating Balance Sheet

As of May 1, 2010

(millions)


	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	611	$	42		$	328	$	0		$	981
Receivables		0		40			233		0			273
Merchandise inventories		0		2,638			2,283		0			4,921
Prepaid expenses and other current assets		0		96			170		0			266
Deferred income tax assets		0		0			33		(33	)		0
Income tax receivable		39		0			0		(39	)		0

Total Current Assets		650		2,816			3,047		(72	)		6,441
Property and Equipment–net		0		5,250			4,044		0			9,294
Goodwill		0		3,315			428		0			3,743
Other Intangible Assets–net		0		208			460		0			668
Other Assets		4		125			361		0			490
Deferred Income Tax Assets		20		0			0		(20	)		0
Intercompany Receivable		1,664		0			2,467		(4,131	)		0
Investment in Subsidiaries		2,491		2,811			0		(5,302	)		0

Total Assets	$	4,829	$	14,525		$	10,807	$	(9,525	)	$	20,636

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Short-term debt	$	0	$	682		$	3	$	0		$	685
Merchandise accounts payable		0		983			1,027		0			2,010
Accounts payable and accrued liabilities		84		981			1,062		0			2,127
Income taxes		0		17			77		(39	)		55
Deferred income taxes		0		258			0		(33	)		225

Total Current Liabilities		84		2,921			2,169		(72	)		5,102
Long-Term Debt		0		7,480			23		0			7,503
Intercompany Payable		0		4,131			0		(4,131	)		0
Deferred Income Taxes		0		435			694		(20	)		1,109
Other Liabilities		54		950			1,227		0			2,231
Shareholders' Equity (Deficit)		4,691		(1,392	)		6,694		(5,302	)		4,691

Total Liabilities and Shareholders' Equity	$	4,829	$	14,525		$	10,807	$	(9,525	)	$	20,636

Condensed Consolidating Statement of Operations

For the 13 Weeks Ended May 1, 2010

(millions)


	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated

Net sales	$	0		$	2,927		$	4,619		$	(1,972	)	$	5,574

Cost of sales		0			(1,861	)		(3,474	)		1,957			(3,378	)


Gross margin		0			1,066			1,145			(15	)		2,196

Selling, general and administrative expenses		(2	)		(1,074	)		(932	)		15			(1,993	)


Operating income (loss)		(2	)		(8	)		213			0			203

Interest (expense) income, net

External		0			(163	)		1			0			(162	)

Intercompany		0			(42	)		42			0			0

Equity in losses of subsidiaries		24			17			0			(41	)		0


Income (loss) before income taxes		22			(196	)		256			(41	)		41

Federal, state and local income tax benefit (expense)		1			62			(81	)		0			(18	)


Net income (loss)	$	23		$	(134	)	$	175		$	(41	)	$	23

Condensed Consolidating Statement of Cash Flows

For the 13 Weeks Ended May 1, 2010

(millions)


	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	23		$	(134	)	$	175		$	(41	)	$	23
Equity in earnings from subsidiaries		(24	)		(17	)		0			41			0
Dividends received from subsidiaries		113			0			0			(113	)		0
Depreciation and amortization		0			142			145			0			287
(Increase) decrease in working capital		(32	)		(242	)		170			0			(104	)
Other, net		6			(299	)		(62	)		0			(355	)

Net cash provided (used) by operating activities		86			(550	)		428			(113	)		(149	)


Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net		0			1			(60	)		0			(59	)
Other, net		0			0			15			0			15

Net cash provided (used) by investing activities		0			1			(45	)		0			(44	)


Cash flows from financing activities:
Debt repaid		0			(505	)		0			0			(505	)
Dividends paid		(21	)		0			(113	)		113			(21	)
Issuance of common stock, net of common stock acquired		13			0			0			0			13
Intercompany activity, net		(753	)		1,042			(289	)		0			0
Other, net		(32	)		(6	)		39			0			1

Net cash provided (used) by financing activities		(793	)		531			(363	)		113			(512	)


Net increase (decrease) in cash and cash equivalents		(707	)		(18	)		20			0			(705	)
Cash and cash equivalents at beginning of period		1,318			60			308			0			1,686

Cash and cash equivalents at end of period	$	611		$	42		$	328		$	0		$	981

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
Income taxes		0		0			0		0			0
Deferred income tax assets		0		0			0		0			0

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