Quarterly report pursuant to Section 13 or 15(d)

Condensed Consolidating Financial Information

Condensed Consolidating Financial Information

6 Months Ended

Jul. 30, 2011

Condensed Consolidating Financial Information

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 July 30, 2011, July 31, 2010 and January 29, 2011, the related Condensed Consolidating Statements of Operations for the 13 and 26 weeks ended July 30, 2011 and July 31, 2010, and the related Condensed Consolidating Statements of Cash Flows for the 26 weeks ended July 30, 2011 and July 31, 2010 are presented on the following pages.

Condensed Consolidating Balance Sheet

As of July 30, 2011

(millions)


	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated

ASSETS:
Current Assets:
Cash and cash equivalents	$	1,182	$	34		$	279	$	0		$	1,495
Receivables		0		59			310		0			369
Merchandise inventories		0		2,609			2,339		0			4,948
Prepaid expenses and other current assets		0		101			209		0			310
Income taxes		4		0			0		(4	)		0

Total Current Assets		1,186		2,803			3,137		(4	)		7,122
Property and Equipment–net		0		4,853			3,653		0			8,506
Goodwill		0		3,315			428		0			3,743
Other Intangible Assets–net		0		168			450		0			618
Other Assets		4		84			431		0			519
Deferred Income Tax Assets		13		0			0		(13	)		0
Intercompany Receivable		1,829		0			2,734		(4,563	)		0
Investment in Subsidiaries		3,078		2,764			0		(5,842	)		0

Total Assets	$	6,110	$	13,987		$	10,833	$	(10,422	)	$	20,508

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Short-term debt	$	0	$	911		$	3	$	0		$	914
Merchandise accounts payable		0		948			1,008		0			1,956
Accounts payable and accrued liabilities		113		866			1,134		0			2,113
Income taxes		0		52			71		(4	)		119
Deferred income taxes		0		274			62		0			336

Total Current Liabilities		113		3,051			2,278		(4	)		5,438
Long-Term Debt		0		6,135			27		0			6,162
Intercompany Payable		0		4,563			0		(4,563	)		0
Deferred Income Taxes		0		452			942		(13	)		1,381
Other Liabilities		34		648			882		0			1,564
Shareholders' Equity (Deficit)		5,963		(862	)		6,704		(5,842	)		5,963

Total Liabilities and Shareholders' Equity	$	6,110	$	13,987		$	10,833	$	(10,422	)	$	20,508

Condensed Consolidating Statement of Operations

For the 13 Weeks Ended July 30, 2011

(millions)


	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	0		$	3,033		$	4,515		$	(1,609	)	$	5,939

Cost of sales		0			(1,792	)		(3,261	)		1,596			(3,457	)


Gross margin		0			1,241			1,254			(13	)		2,482

Selling, general and administrative expenses		(2	)		(1,024	)		(963	)		13			(1,976	)


Operating income (loss)		(2	)		217			291			0			506

Interest (expense) income, net

External		1			(112	)		0			0			(111	)

Intercompany		0			(47	)		47			0			0

Equity in earnings of subsidiaries		242			62			0			(304	)		0


Income before income taxes		241			120			338			(304	)		395

Federal, state and local income tax expense		0			(25	)		(129	)		0			(154	)


Net income	$	241		$	95		$	209		$	(304	)	$	241

Condensed Consolidating Statement of Operations

For the 26 Weeks Ended July 30, 2011

(millions)


	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated

Net sales	$	0		$	6,026		$	9,455		$	(3,653	)	$	11,828

Cost of sales		0			(3,715	)		(6,954	)		3,626			(7,043	)



Gross margin		0			2,311			2,501			(27	)		4,785

Selling, general and administrative expenses		(4	)		(2,129	)		(1,843	)		27			(3,949	)



Operating income (loss)		(4	)		182			658			0			836

Interest (expense) income, net

External		1			(228	)		0			0			(227	)

Intercompany		0			(97	)		97			0			0

Equity in earnings of subsidiaries		374			154			0			(528	)		0



Income before income taxes		371			11			755			(528	)		609

Federal, state and local income tax benefit (expense)		1			31			(269	)		0			(237	)



Net income	$	372		$	42		$	486		$	(528	)	$	372

Condensed Consolidating Statement of Cash Flows

For the 26 Weeks Ended July 30, 2011

(millions)


	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income	$	372		$	42		$	486		$	(528	)	$	372
Equity in earnings of subsidiaries		(374	)		(154	)		0			528			0
Dividends received from subsidiaries		222			0			0			(222	)		0
Depreciation and amortization		0			257			279			0			536
(Increase) decrease in working capital		(32	)		92			(287	)		0			(227	)
Other, net		(13	)		(7	)		(74	)		0			(94	)

Net cash provided by operating activities		175			230			404			(222	)		587

Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net		0			(81	)		(159	)		0			(240	)
Other, net		0			38			(20	)		0			18

Net cash used by investing activities		0			(43	)		(179	)		0			(222	)

Cash flows from financing activities:
Debt repaid		0			(336	)		(1	)		0			(337	)
Dividends paid		(64	)		0			(222	)		222			(64	)
Issuance of common stock, net of common stock acquired		81			0			0			0			81
Intercompany activity, net		(153	)		149			4			0			0
Other, net		(31	)		(7	)		24			0			(14	)

Net cash used by financing activities		(167	)		(194	)		(195	)		222			(334	)

Net increase (decrease) in cash and cash equivalents		8			(7	)		30			0			31
Cash and cash equivalents at beginning of period		1,174			41			249			0			1,464


Cash and cash equivalents at end of period	$	1,182		$	34		$	279		$	0		$	1,495

Condensed Consolidating Balance Sheet

As of July 31, 2010

(millions)


	Parent		Subsidiary Issuer			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	899	$	37		$	272	$	0		$	1,208
Receivables		0		57			298		0			355
Merchandise inventories		0		2,462			2,171		0			4,633
Prepaid expenses and other current assets		0		95			142		0			237
Income taxes		26		0			0		(26	)		0

Total Current Assets		925		2,651			2,883		(26	)		6,433
Property and Equipment–net		0		5,143			3,927		0			9,070
Goodwill		0		3,315			428		0			3,743
Other Intangible Assets–net		0		200			458		0			658
Other Assets		4		120			410		0			534
Deferred Income Tax Assets		29		0			0		(29	)		0
Intercompany Receivable		1,448		0			2,816		(4,264	)		0
Investment in Subsidiaries		2,565		2,882			0		(5,447	)		0

Total Assets	$	4,971	$	14,311		$	10,922	$	(9,766	)	$	20,438

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Short-term debt	$	0	$	606		$	3	$	0		$	609
Merchandise accounts payable		0		859			884		0			1,743
Accounts payable and accrued liabilities		78		902			1,085		0			2,065
Income taxes		0		11			72		(26	)		57
Deferred income taxes		0		277			17		0			294

Total Current Liabilities		78		2,655			2,061		(26	)		4,768
Long-Term Debt		0		7,470			23		0			7,493
Intercompany Payable		0		4,264			0		(4,264	)		0
Deferred Income Taxes		0		324			809		(29	)		1,104
Other Liabilities		54		944			1,236		0			2,234
Shareholders' Equity (Deficit)		4,839		(1,346	)		6,793		(5,447	)		4,839

Total Liabilities and Shareholders' Equity	$	4,971	$	14,311		$	10,922	$	(9,766	)	$	20,438

Condensed Consolidating Statement of Operations

For the 13 Weeks Ended July 31, 2010

(millions)


	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated

Net sales	$	0		$	2,909		$	4,160		$	(1,532	)	$	5,537

Cost of sales		0			(1,707	)		(3,026	)		1,519			(3,214	)



Gross margin		0			1,202			1,134			(13	)		2,323

Selling, general and administrative expenses		(2	)		(1,074	)		(890	)		13			(1,953	)



Operating income (loss)		(2	)		128			244			0			370

Interest (expense) income, net

External		1			(131	)		0			0			(130	)

Intercompany		(1	)		(42	)		43			0			0

Equity in earnings of subsidiaries		149			68			0			(217	)		0



Income before income taxes		147			23			287			(217	)		240

Federal, state and local income tax benefit (expense)		0			14			(107	)		0			(93	)



Net income	$	147		$	37		$	180		$	(217	)	$	147

Condensed Consolidating Statement of Operations

For the 26 Weeks Ended July 31, 2010

(millions)


	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated

Net sales	$	0		$	5,836		$	8,779		$	(3,504	)	$	11,111

Cost of sales		0			(3,568	)		(6,500	)		3,476			(6,592	)



Gross margin		0			2,268			2,279			(28	)		4,519

Selling, general and administrative expenses		(4	)		(2,148	)		(1,822	)		28			(3,946	)



Operating income (loss)		(4	)		120			457			0			573

Interest (expense) income, net

External		1			(294	)		1			0			(292	)

Intercompany		(1	)		(84	)		85			0			0

Equity in earnings of subsidiaries		173			85			0			(258	)		0



Income (loss) before income taxes		169			(173	)		543			(258	)		281

Federal, state and local income tax benefit (expense)		1			76			(188	)		0			(111	)



Net income (loss)	$	170		$	(97	)	$	355		$	(258	)	$	170

Condensed Consolidating Statement of Cash Flows

For the 26 Weeks Ended July 31, 2010

(millions)


	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	170		$	(97	)	$	355		$	(258	)	$	170
Equity in earnings from subsidiaries		(173	)		(85	)		0			258			0
Dividends received from subsidiaries		198			0			0			(198	)		0
Depreciation and amortization		0			285			290			0			575
(Increase) decrease in working capital		(18	)		(278	)		148			0			(148	)
Other, net		(4	)		(395	)		90			0			(309	)

Net cash provided (used) by operating activities		173			(570	)		883			(198	)		288


Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net		0			(33	)		(92	)		0			(125	)
Other, net		0			0			1			0			1

Net cash used by investing activities		0			(33	)		(91	)		0			(124	)


Cash flows from financing activities:
Debt repaid		0			(583	)		(1	)		0			(584	)
Dividends paid		(42	)		0			(198	)		198			(42	)
Issuance of common stock, net of common stock acquired		14			0			0			0			14
Intercompany activity, net		(526	)		1,176			(650	)		0			0
Other, net		(38	)		(13	)		21			0			(30	)

Net cash provided (used) by financing activities		(592	)		580			(828	)		198			(642	)


Net decrease in cash and cash equivalents		(419	)		(23	)		(36	)		0			(478	)
Cash and cash equivalents at beginning of period		1,318			60			308			0			1,686

Cash and cash equivalents at end of period	$	899		$	37		$	272		$	0		$	1,208

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