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Macy's, Inc. - Quarter Report: 2019 August (Form 10-Q)

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended August 3, 2019

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
 
macysincrgbdigitalfilea01.jpg
Macy's, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
13-3324058
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
7 West Seventh Street, Cincinnati, Ohio 45202 and 151 West 34th Street, New York, New York 10001
(Address of Principal Executive Offices, including Zip Code)
(513) 579-7000 and (212) 494-1602
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.01 par value per share
M
New York Stock Exchange
    
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     No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 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 such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  ý
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 August 3, 2019
Common Stock, $.01 par value per share
 
308,914,893 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
 
26 Weeks Ended
 
August 3, 2019
 
August 4, 2018
 
August 3, 2019
 
August 4, 2018
Net sales
$
5,546

 
$
5,572

 
$
11,050

 
$
11,112

Credit card revenues, net
176

 
186

 
348

 
343

 
 
 
 
 
 
 
 
Cost of sales
(3,395
)
 
(3,320
)
 
(6,798
)
 
(6,701
)
Selling, general and administrative expenses
(2,177
)
 
(2,164
)
 
(4,287
)
 
(4,247
)
Gains on sale of real estate
7

 
46

 
49

 
70

Impairment and other costs
(2
)
 
(17
)
 
(3
)
 
(36
)
Operating income
155

 
303

 
359

 
541

Benefit plan income, net
8

 
11

 
15

 
22

Settlement charges

 
(50
)
 

 
(50
)
Interest expense
(52
)
 
(69
)
 
(106
)
 
(140
)
Losses on early retirement of debt

 
(5
)
 

 
(5
)
Interest income
5

 
7

 
12

 
12

Income before income taxes
116

 
197

 
280

 
380

Federal, state and local income tax expense
(30
)
 
(33
)
 
(57
)
 
(84
)
Net income
86

 
164

 
223

 
296

Net loss attributable to noncontrolling interest

 
2

 

 
10

Net income attributable to Macy's, Inc. shareholders
$
86

 
$
166

 
$
223

 
$
306

Basic earnings per share attributable to Macy's, Inc. shareholders
$
0.28

 
$
0.54

 
$
0.72

 
$
0.99

Diluted earnings per share attributable to Macy's, Inc. shareholders
$
0.28

 
$
0.53

 
$
0.71

 
$
0.98


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

2


MACY’S, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

(millions)

 
 
 
 
 
 
 
 
 
13 Weeks Ended
 
26 Weeks Ended
 
August 3, 2019
 
August 4, 2018
 
August 3, 2019
 
August 4, 2018
Net income
$
86

 
$
164

 
$
223

 
$
296

Other comprehensive income (loss):
 
 
 
 
 
 
 
Actuarial gain (loss) on post employment and postretirement benefit plans, before tax

 
(29
)
 

 
(29
)
Reclassifications to net income:
 
 
 
 
 
 
 
Amortization of net actuarial loss and prior service credit on post employment and postretirement benefit plans included in net income, before tax
7

 
9

 
15

 
18

Settlement charges, before tax

 
50

 

 
50

Tax effect related to items of other comprehensive income (loss)
(2
)
 
(10
)
 
(4
)
 
(12
)
Total other comprehensive income, net of tax effect
5

 
20

 
11

 
27

Comprehensive income
91

 
184

 
234

 
323

Comprehensive loss attributable to noncontrolling interest

 
2

 

 
10

Comprehensive income attributable to Macy's, Inc. shareholders
$
91

 
$
186

 
$
234

 
$
333


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


3


MACY’S, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

(millions)
 
 
 
 
 
 
 
 
August 3, 2019
 
February 2, 2019
 
August 4, 2018
ASSETS
 
 
 
 
 
Current Assets:
 
 
 
 
 
Cash and cash equivalents
$
674

 
$
1,162

 
$
1,068

Receivables
240

 
400

 
261

Merchandise inventories
5,029

 
5,263

 
4,956

Prepaid expenses and other current assets
603

 
620

 
580

Total Current Assets
6,546

 
7,445

 
6,865

Property and Equipment - net of accumulated depreciation and
amortization of $4,748, $4,495 and $4,914
6,483

 
6,637

 
6,547

Right of Use Assets
2,636

 

 

Goodwill
3,908

 
3,908

 
3,908

Other Intangible Assets – net
440

 
478

 
483

Other Assets
728

 
726

 
865

Total Assets
$
20,741

 
$
19,194

 
$
18,668

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
Short-term debt
$
6

 
$
43

 
$
63

Merchandise accounts payable
1,674

 
1,655

 
1,795

Accounts payable and accrued liabilities
2,739

 
3,366

 
2,608

Income taxes
20

 
168

 
15

Total Current Liabilities
4,439

 
5,232

 
4,481

Long-Term Debt
4,680

 
4,708

 
5,473

Long-Term Lease Liabilities
2,836

 

 

Deferred Income Taxes
1,206

 
1,238

 
1,194

Other Liabilities
1,265

 
1,580

 
1,626

Shareholders' Equity:
 
 
 
 
 
Macy's, Inc.
6,315

 
6,436

 
5,916

Noncontrolling interest

 

 
(22
)
Total Shareholders’ Equity
6,315

 
6,436

 
5,894

Total Liabilities and Shareholders’ Equity
$
20,741

 
$
19,194

 
$
18,668


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


4


MACY’S, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)

(millions)

 
 
 
 
 
 
 
 
 
 
 
 
 
Common
Stock
 
Additional
Paid-In
Capital
 
Accumulated
Equity
 
Treasury
Stock
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total Shareholders' Equity
Balance at February 2, 2019
$
3

 
$
652

 
$
8,050

 
$
(1,318
)
 
$
(951
)
 
$
6,436

Cumulative-effect adjustment (a)
 
 
 
 
(158
)
 
 
 
 
 
(158
)
Net income
 
 
 
 
136

 
 
 
 
 
136

Other comprehensive income
 
 
 
 
 
 
 
 
6

 
6

Common stock dividends
  ($0.3775 per share)
 
 
 
 
(117
)
 
 
 
 
 
(117
)
Stock-based compensation expense
 
 
14

 
 
 
 
 
 
 
14

Stock issued under stock plans
 
 
(60
)
 
 
 
66

 
 
 
6

Balance at May 4, 2019
3

 
606

 
7,911

 
(1,252
)
 
(945
)
 
6,323

Net income
 
 
 
 
86

 
 
 
 
 
86

Other comprehensive income
 
 
 
 
 
 
 
 
5

 
5

Common stock dividends
($0.3775 per share)
 
 
 
 
(117
)
 
 
 
 
 
(117
)
Stock-based compensation expense
 
 
14

 
 
 
 
 
 
 
14

Stock issued under stock plans
 
 
(3
)
 
 
 
4

 
 
 
1

Other
 
 
 
 
3

 
 
 
 
 
3

Balance at August 3, 2019
$
3

 
$
617

 
$
7,883

 
$
(1,248
)
 
$
(940
)
 
$
6,315

(a) Represents the cumulative-effect adjustment to retained earnings for the adoption of Accounting Standards Update 2016-02 (ASU-2016-02), Leases (Topic 842), on February 3, 2019.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common
Stock
 
Additional
Paid-In
Capital
 
Accumulated
Equity
 
Treasury
Stock
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Macy's, Inc.
Shareholders’
Equity
 
Non-controlling
Interest
 
Total Shareholders' Equity
Balance at February 3, 2018
$
3

 
$
676

 
$
7,246

 
$
(1,456
)
 
$
(724
)
 
$
5,745

 
$
(12
)
 
$
5,733

Net income (loss)
 
 
 
 
139

 
 
 
 
 
139

 
(8
)
 
131

Other comprehensive income
 
 
 
 
 
 
 
 
7

 
7

 
 
 
7

Common stock dividends ($0.3775 per share)
 
 
 
 
(116
)
 
 
 
 
 
(116
)
 
 
 
(116
)
Stock-based compensation
  expense
 
 
17

 
 
 
 
 
 
 
17

 
 
 
17

Stock issued under stock plans
 
 
(51
)
 
 
 
80

 
 
 
29

 
 
 
29

Stranded tax costs (b)
 
 
 
 
164

 
 
 
(164
)
 

 
 
 

Balance at May 5, 2018
3

 
642

 
7,433

 
(1,376
)
 
(881
)
 
5,821

 
(20
)
 
5,801

Net income (loss)
 
 
 
 
166

 
 
 
 
 
166

 
(2
)
 
164

Other comprehensive income
 
 
 
 
 
 
 
 
20

 
20

 
 
 
20

Common stock dividends ($0.3775 per share)
 
 
 
 
(116
)
 
 
 
 
 
(116
)
 
 
 
(116
)
Stock-based compensation
  expense
 
 
15

 
 
 
 
 
 
 
15

 
 
 
15

Stock issued under stock plans
 
 
(21
)
 
 
 
31

 
 
 
10

 
 
 
10

Balance at August 4, 2018
$
3

 
$
636

 
$
7,483

 
$
(1,345
)
 
$
(861
)
 
$
5,916

 
$
(22
)
 
$
5,894

(b) Represents the reclassification of stranded tax effects to retained earnings as a result of U.S. federal tax reform.

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


5


MACY’S, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

(millions)
 
 
 
 
 
26 Weeks Ended
 
August 3, 2019
 
August 4, 2018
Cash flows from operating activities:
 
 
 
Net income
$
223

 
$
296

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Impairment and other costs
3

 
36

Settlement charges

 
50

Depreciation and amortization
472

 
470

Stock-based compensation expense
28

 
31

Gains on sale of real estate
(49
)
 
(70
)
Deferred income taxes
17

 
36

Benefit plans
15

 
18

Amortization of financing costs and premium on acquired debt
1

 
(5
)
Changes in assets and liabilities:
 
 
 
Decrease in receivables
160

 
88

Decrease in merchandise inventories
234

 
221

Decrease in prepaid expenses and other current assets
19

 
29

Increase in merchandise accounts payable
55

 
219

Decrease in accounts payable and accrued liabilities
(619
)
 
(510
)
Decrease in current income taxes
(149
)
 
(271
)
Change in other assets and liabilities
(60
)
 
(94
)
Net cash provided by operating activities
350

 
544

Cash flows from investing activities:
 
 
 
Purchase of property and equipment
(378
)
 
(275
)
Capitalized software
(123
)
 
(133
)
Disposition of property and equipment
59

 
88

Other, net
(12
)
 
8

Net cash used by investing activities
(454
)
 
(312
)
Cash flows from financing activities:
 
 
 
Debt issuance costs
(3
)
 

Debt repaid
(39
)
 
(357
)
Dividends paid
(233
)
 
(232
)
Decrease in outstanding checks
(128
)
 
(90
)
Issuance of common stock
6

 
38

Proceeds from noncontrolling interest

 
5

Net cash used by financing activities
(397
)
 
(636
)
Net decrease in cash, cash equivalents and restricted cash
(501
)
 
(404
)
Cash, cash equivalents and restricted cash beginning of period
1,248

 
1,513

Cash, cash equivalents and restricted cash end of period
$
747

 
$
1,109

Supplemental cash flow information:
 
 
 
Interest paid
$
107

 
$
156

Interest received
12

 
11

Income taxes paid (net of refunds received)
189

 
319

Note: Restricted cash of $73 million and $41 million have been included with cash and cash equivalents for the 26 weeks ended August 3, 2019 and August 4, 2018, respectively.

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

6


MACY’S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 

1.    Organization and Summary of Significant Accounting Policies
Nature of Operations
Macy's, Inc. and subsidiaries (the "Company") is an omnichannel retail organization operating stores, websites and mobile applications under three brands (Macy's, Bloomingdale's and bluemercury) that sell a wide range of merchandise, including apparel and accessories (men's, women's and kids'), cosmetics, home furnishings and other consumer goods. The Company has stores in 43 states, the District of Columbia, Guam and Puerto Rico. As of August 3, 2019, the Company's operations were conducted through Macy's, Bloomingdale's, Bloomingdale's The Outlet, Macy's Backstage and bluemercury.
Bloomingdale's in Dubai, United Arab Emirates and Al Zahra, Kuwait are operated under a license agreement with Al Tayer Insignia, a company of Al Tayer Group, LLC.
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 February 2, 2019 (the "2018 10-K"). The accompanying Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto in the 2018 10-K.
Use of Estimates
The preparation of financial statements in conformity with United States generally accepted accounting principles ("GAAP") 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 26 weeks ended August 3, 2019 and August 4, 2018, 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.
Seasonality
Because of the seasonal nature of the retail business, the results of operations for the 13 and 26 weeks ended August 3, 2019 and August 4, 2018 (which do not include the Christmas season) are not necessarily indicative of such results for the full fiscal year.
Reclassifications
Certain reclassifications were made to prior years’ amounts to conform to the classifications of such amounts in the most recent years.
Comprehensive Income
Total comprehensive income represents the change in equity during a period from sources other than transactions with shareholders and, as such, includes net income. For the Company, the only other components of total comprehensive income for the 13 and 26 weeks ended August 3, 2019 and August 4, 2018 relate to post employment and postretirement plan items. Settlement charges incurred are included as a separate component of income before income taxes in the Consolidated Statements of Income. Amortization reclassifications out of accumulated other comprehensive loss are included in the computation of net periodic benefit cost (income) and are included in benefit plan income, net on the Consolidated Statements of Income. See Note 6, "Benefit Plans," for further information.
Newly Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), as amended, which requires lessees to recognize substantially all leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right of use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.


7

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 


The new standard was adopted by the Company on February 3, 2019 utilizing a modified retrospective approach that allowed for transition in the period of adoption. The Company adopted the package of practical expedients available at transition that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. Contracts entered into prior to adoption were not reassessed for leases or embedded leases. Upon adoption, the Company used hindsight in determining lease term and impairment. For lease and non-lease components, the Company has elected to account for both as a single lease component.
  
Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of $2,519 million and $2,728 million, respectively, as of February 3, 2019. The difference of $209 million between the additional net lease assets and lease liabilities, net of the deferred tax impact of $54 million, was recorded as an adjustment to retained earnings. Prepaid rent, intangible lease assets, finance lease assets, and accrued and deferred rent as of February 3, 2019 were recorded as part of the ROU asset. Finance lease obligations as of February 3, 2019 were recorded as part of the lease liabilities. The standard did not materially impact the Company's consolidated net income and had no impact on cash flows.

2.    Earnings Per Share Attributable to Macy's, Inc. Shareholders
The following tables set forth the computation of basic and diluted earnings per share attributable to Macy's, Inc. shareholders:

 
13 Weeks Ended
 
August 3, 2019
 
August 4, 2018
 
Net
Income
 
 
 
Shares
 
Net
Income
 
 
 
Shares
 
(millions, except per share data)
Net income attributable to Macy's, Inc. shareholders and
average number of shares outstanding
$
86

 
 
 
308.9

 
$
166

 
 
 
306.8

Shares to be issued under deferred
compensation and other plans
 
 
 
 
0.9

 
 
 
 
 
0.9

 
$
86

 
 
 
309.8

 
$
166

 
 
 
307.7

Basic earnings per share attributable to
Macy's, Inc. shareholders
 
 
$
0.28

 
 
 
 
 
$
0.54

 
 
Effect of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
Stock options, restricted stock and restricted stock units
 
 
 
 
1.8

 
 
 
 
 
4.3

 
$
86

 
 
 
311.6

 
$
166

 
 
 
312.0

Diluted earnings per share attributable to
Macy's, Inc. shareholders
 
 
$
0.28

 
 
 
 
 
$
0.53

 
 


8

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 


 
26 Weeks Ended
 
August 3, 2019
 
August 4, 2018
 
Net
Income
 
 
 
Shares
 
Net
Income
 
 
 
Shares
 
(millions, except per share data)
Net income attributable to Macy's, Inc. shareholders and
average number of shares outstanding
$
223

 
 
 
308.6

 
$
306

 
 
 
306.2

Shares to be issued under deferred
compensation and other plans
 
 
 
 
0.9

 
 
 
 
 
0.9

 
$
223

 
 
 
309.5

 
$
306

 
 
 
307.1

Basic earnings per share attributable to
Macy's, Inc. shareholders
 
 
$
0.72

 
 
 
 
 
$
0.99

 
 
Effect of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
Stock options, restricted stock and restricted stock units
 
 
 
 
2.0

 
 
 
 
 
3.6

 
$
223

 
 
 
311.5

 
$
306

 
 
 
310.7

Diluted earnings per share attributable to
Macy's, Inc. shareholders
 
 
$
0.71

 
 
 
 
 
$
0.98

 
 


In addition to the stock options and restricted stock units reflected in the foregoing tables, stock options to purchase 18.9 million shares of common stock and restricted stock units relating to 1.3 million shares of common stock were outstanding at August 3, 2019, but were not included in the computation of diluted earnings per share because their inclusion would have been antidilutive or they were subject to performance conditions that had not been met.

In addition to the stock options and restricted stock units reflected in the foregoing tables, stock options to purchase 12.8 million shares of common stock and restricted stock units relating to 1.4 million shares of common stock were outstanding at August 4, 2018, but were not included in the computation of diluted earnings per share because their inclusion would have been antidilutive or they were subject to performance conditions that had not been met.


9

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 


3. Revenue
Net sales
Revenue is recognized when customers obtain control of goods and services promised by the Company. The amount of revenue recognized is based on the amount that reflects the consideration that is expected to be received in exchange for those respective goods and services. The Company's revenue generating activities include the following:
Retail Sales
Retail sales include merchandise sales, inclusive of delivery income, licensed department income, sales of private brand goods directly to third party retailers and sales of excess inventory to third parties. Sales of merchandise are recorded at the time of shipment to the customer and are reported net of estimated merchandise returns and certain customer incentives. Commissions earned on sales generated by licensed departments are included as a component of total net sales and are recognized as revenue at the time merchandise is sold to customers. Service revenues (e.g., alteration and cosmetic services) are recorded at the time the customer receives the benefit of the service. The Company has elected to present sales taxes on a net basis and, as such, sales taxes are included in accounts payable and accrued liabilities until remitted to the taxing authorities.
For the 13 and 26 weeks ended August 3, 2019, Macy's accounted for 88% of the Company's net sales. For the 13 and 26 weeks ended August 4, 2018, Macy's accounted for 89% and 88%, respectively, of the Company's net sales. Disaggregation of the Company's net sales by family of business for the 13 and 26 weeks ended August 3, 2019 and August 4, 2018 were as follows:
 
13 Weeks Ended
 
26 Weeks Ended
Net sales by family of business
August 3, 2019
 
August 4, 2018
 
August 3, 2019
 
August 4, 2018
 
(millions)
Women's Accessories, Intimate Apparel, Shoes, Cosmetics and Fragrances
$
2,039

 
$
2,022

 
$
4,191

 
$
4,181

Women's Apparel
1,269

 
1,322

 
2,582

 
2,672

Men's and Kids'
1,266

 
1,273

 
2,468

 
2,447

Home/Other (a)
972

 
955

 
1,809

 
1,812

Total
$
5,546

 
$
5,572

 
$
11,050

 
$
11,112

(a) Other primarily includes restaurant sales, allowance for merchandise returns adjustments and breakage income from unredeemed gift cards.
Merchandise Returns
The Company estimates merchandise returns using historical data and recognizes an allowance that reduces net sales and cost of sales. The liability for merchandise returns is included in accounts payable and accrued liabilities on the Company's Consolidated Balance Sheets and was $227 million, $269 million and $243 million as of August 3, 2019, February 2, 2019 and August 4, 2018, respectively. Included in prepaid expenses and other current assets is an asset totaling $154 million, $188 million and $165 million as of August 3, 2019, February 2, 2019 and August 4, 2018, respectively, for the recoverable cost of merchandise estimated to be returned by customers.
Gift Cards and Customer Loyalty Programs
The Company only offers no-fee, non-expiring gift cards to its customers. At the time gift cards are sold or issued, no revenue is recognized; rather, the Company records an accrued liability to customers. The liability is relieved and revenue is recognized equal to the amount redeemed at the time gift cards are redeemed for merchandise. The Company records revenue from unredeemed gift cards (breakage) in net sales on a pro-rata basis over the time period gift cards are actually redeemed. At least three years of historical data, updated annually, is used to determine actual redemption patterns.
The Company maintains customer loyalty programs in which customers earn points based on their purchases. Under the Macy’s brand, points are earned based on customers’ spending on Macy’s private label and co-branded credit cards as well as non-proprietary cards during certain tender-neutral promotional events. Under the Bloomingdale’s brand, the Company offers a tender neutral points-based program. The Company recognizes the estimated net amount of the rewards that will be earned and redeemed as a reduction to net sales at the time of the initial transaction and as tender when the points are subsequently redeemed by a customer.

10

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 


The liability for unredeemed gift cards and customer loyalty programs is included in accounts payable and accrued liabilities on the Company's Consolidated Balance Sheets and was $654 million, $856 million and $673 million as of August 3, 2019, February 2, 2019 and August 4, 2018, respectively.
Credit Card Revenues, net
In 2005, the Company entered into an arrangement with Citibank to sell the Company's private label and co-branded credit cards ("Credit Card Program"). Subsequent to this initial arrangement and associated amendments, in 2014, the Company entered into an amended and restated Credit Card Program Agreement (the "Program Agreement") with Citibank. As part of the Program Agreement, the Company receives payments for providing a combination of interrelated services and intellectual property to Citibank in support of the underlying Credit Card Program. Revenue based on the spending activity of the underlying accounts is recognized as the respective card purchases occur and the Company’s profit share is recognized based on the performance of the underlying portfolio. Revenue associated with the establishment of new credit accounts and assisting in the receipt of payments for existing accounts is recognized as such activities occur. Credit card revenues include finance charges, late fees and other revenue generated by the Company’s Credit Card Program, net of fraud losses and expenses associated with establishing new accounts.

4. Leases
The Company leases a portion of the real estate and personal property used in its operations. Most leases require the Company to pay real estate taxes, maintenance, insurance and other similar costs; some also require additional payments based on percentages of sales and some contain purchase options. Certain of the Company’s real estate leases have terms that extend for a significant number of years and provide for rental rates that increase or decrease over time. Lease terms include the noncancellable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods, termination options and purchase options.   
Operating lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company's incremental borrowing rates for its population of leases. Related operating ROU assets are recognized based on the initial present value of the fixed lease payments, reduced by contributions from landlords, plus any prepaid rent and direct costs from executing the leases. ROU assets are tested for impairment in the same manner as long-lived assets.

Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Variable lease payments are recognized as lease expense as they are incurred. 
Certain of the Company's leases contain covenants that restrict the ability of the tenant (typically a subsidiary of the Company) to take specified actions (including the payment of dividends or other amounts on account of its capital stock) unless the tenant satisfies certain financial tests.


11

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 


ROU assets and lease liabilities consist of:
 
 
August 3, 2019
 
Classification
(millions)
Assets
 
 
Finance lease assets (a)
Right of Use Assets
$
11

Operating lease assets (b)
Right of Use Assets
2,625

Total leased assets
 
$
2,636

 
 
 
Liabilities
 
 
Current
 
 
Finance
Accounts payable and accrued liabilities
$
1

Operating (b)
Accounts payable and accrued liabilities
350

 
 
 
Noncurrent
 
 
Finance
Long-Term Lease Liabilities
24

Operating (b)
Long-Term Lease Liabilities
2,812

Total lease liabilities
 
$
3,187

(a) Finance lease assets are recorded net of accumulated amortization of $12 million as of August 3, 2019.
(b) As of August 3, 2019, operating lease assets included $398 million of non-lease components and current and noncurrent lease liabilities included $34 million and $369 million, respectively, of non-lease components.
The components of net lease expense are disclosed below. For the 13 and 26 weeks ended August 3, 2019, expense related to non-lease components was $21 million and $42 million, respectively, and variable lease expense was $3 million and $7 million, respectively.
 
 
13 Weeks Ended
 
26 Weeks Ended
 
 
August 3, 2019
 
August 3, 2019
 
Classification
(millions)
Operating lease expense (c)
Selling, general and administrative expenses
$
106

 
$
214

Sublease income
Selling, general and administrative expenses
(1
)
 
(1
)
Net lease expense
 
$
105

 
$
213

(c) Certain supply chain operating lease expense amounts are included in cost of sales.












12

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 


As of August 3, 2019, the maturity of lease liabilities is as follows:
 
 
Finance
Leases (d)
 
Operating
Leases (e and f)
 
Total
 
(millions)
Fiscal year
 
 
 
 
 
2019
$
1

 
$
180

 
$
181

2020
3

 
332

 
335

2021
3

 
333

 
336

2022
3

 
311

 
314

2023
3

 
307

 
310

After 2023
31

 
5,385

 
5,416

Total undiscounted lease payments
44

 
6,848

 
6,892

Less amount representing interest
19

 
3,686

 
3,705

Total lease liabilities
$
25

 
$
3,162

 
$
3,187

(d) Finance lease payments include $12 million related to options to extend lease terms that are reasonably certain of being exercised.
(e) Operating lease payments include $3,292 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $936 million of legally binding minimum lease payments for leases signed but not yet commenced.
(f) Operating lease payments include $1,172 million related to non-lease component payments, with $844 million related to options to extend lease terms that are reasonably certain of being exercised.

Additional supplemental information regarding assumptions and cash flows for operating and finance leases is as follows:
 
August 3, 2019
Lease Term and Discount Rate
(millions)
Weighted-average remaining lease term (years)
 
Finance leases
18.0

Operating leases
23.7

Weighted-average discount rate
 
Finance leases
6.64
%
Operating leases
6.70
%

 
26 Weeks Ended
 
August 3, 2019
Other Information
 
Cash paid for amounts included in the measurement of lease liabilities
 
Operating cash flows used from operating leases
$
182

Financing cash flows used from financing leases
1

Leased assets obtained in exchange for new operating lease liabilities
39











13

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 


As of February 2, 2019, as disclosed in the 2018 10-K, minimum rental commitments for noncancellable leases, including executed leases not yet commenced, were as follows:
 
Capitalized
Leases (g)
 
Operating
Leases
 
Total
 
(millions)
Fiscal year
 
 
 
 
 
2019
$
3

 
$
325

 
$
328

2020
3

 
315

 
318

2021
3

 
309

 
312

2022
3

 
283

 
286

2023
3

 
264

 
267

After 2023
31

 
2,758

 
2,789

Total minimum lease payments
46

 
$
4,254

 
$
4,300

Less amount representing interest
20

 
 
 
 
Present value of net minimum capitalized lease payments
$
26

 
 
 
 
(g) For purposes of the disclosure, capitalized lease is used interchangeably with finance lease.

5.    Financing Activities
The following table shows the detail of debt repayments:
 
 
26 Weeks Ended
 
August 3, 2019
 
August 4, 2018
 
(millions)
6.9% Senior debentures due 2029
$

 
$
90

4.5% Senior notes due 2034

 
80

6.7% Senior notes due 2028

 
60

6.375% Senior notes due 2037

 
43

6.7% Senior debentures due 2034

 
28

7.0% Senior debentures due 2028

 
27

6.65% Senior debentures due 2024

 
11

6.9% Senior debentures due 2032

 
5

8.5% Senior debentures due 2019
36

 

9.5% Amortizing debentures due 2021
2

 
2

9.75% Amortizing debentures due 2021
1

 
1

 
$
39

 
$
347



During the 26 weeks ended August 4, 2018, the Company repurchased $344 million face value of senior notes and debentures. The debt repurchases were made in the open market for a total cost of $354 million, including expenses related to the transactions. Such repurchases resulted in the recognition of expense of $5 million during the 13 and 26 weeks ended August 4, 2018 presented as losses on early retirement of debt on the Consolidated Statements of Income.

On May 9, 2019, the Company entered into a new credit agreement with certain financial institutions that replaced the previous credit agreement which was set to expire on May 6, 2021. Similar to the previous agreement, the new credit agreement provides 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). The new credit agreement is scheduled to expire on May 9, 2024, subject to up to two one-year extensions that may be requested by the Company and agreed to by the lenders.



14

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 


6.    Benefit Plans
The Company has defined contribution plans which cover substantially all employees who work 1,000 hours or more in a year. In addition, the Company has a funded defined benefit plan ("Pension Plan") and an unfunded defined benefit supplementary retirement plan ("SERP"), which provides benefits, for certain employees, in excess of qualified plan limitations. Effective January 1, 2012, the Pension Plan was closed to new participants, with limited exceptions, and effective January 2, 2012, the SERP was closed to new participants.
In February 2013, the Company announced changes to the Pension Plan and SERP whereby eligible employees no longer earn future pension service credits after December 31, 2013, with limited exceptions. All retirement benefits attributable to service in subsequent periods are provided through defined contribution plans.
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.
The defined contribution plan expense and actuarially determined components of the net periodic benefit cost (income) associated with the defined benefit plans are as follows:
 
13 Weeks Ended
 
26 Weeks Ended
 
August 3, 2019
 
August 4, 2018
 
August 3, 2019
 
August 4, 2018
 
(millions)
 
(millions)
401(k) Qualified Defined Contribution Plan
$
24

 
$
24

 
$
49

 
$
47

 
 
 
 
 
 
 
 
Non-Qualified Defined Contribution Plan
$
1

 
$
1

 
$
2

 
$
1

 
 
 
 
 
 
 
 
Pension Plan
 
 
 
 
 
 
 
Service cost
$
1

 
$
1

 
$
2

 
$
3

Interest cost
26

 
27

 
52

 
53

Expected return on assets
(48
)
 
(53
)
 
(96
)
 
(106
)
Recognition of net actuarial loss
7

 
8

 
14

 
16

Amortization of prior service credit

 

 

 

 
$
(14
)
 
$
(17
)
 
$
(28
)
 
$
(34
)
Supplementary Retirement Plan
 
 
 
 
 
 
 
Service cost
$

 
$

 
$

 
$

Interest cost
6

 
5

 
12

 
11

Recognition of net actuarial loss
2

 
2

 
4

 
4

Amortization of prior service cost

 

 

 

 
$
8

 
$
7

 
$
16

 
$
15

 
 
 
 
 
 
 
 
Total Retirement Expense
$
19

 
$
15

 
$
39

 
$
29

 
 
 
 
 
 
 
 
Postretirement Obligations
 
 
 
 
 
 
 
Service cost
$

 
$

 
$

 
$

Interest cost
1

 
1

 
2

 
2

Recognition of net actuarial gain
(2
)
 
(1
)
 
(3
)
 
(2
)
Amortization of prior service credit

 

 

 

 
$
(1
)
 
$

 
$
(1
)
 
$





15

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 


For the 13 and 26 weeks ended August 4, 2018, the Company incurred non-cash settlement charges of $50 million related to the Company's defined benefit plans. These charges relate to the pro-rata recognition of net actuarial losses associated with the Company's defined benefit plans and are the result of an increase in lump sum distributions associated with store closings, organizational restructuring and periodic distribution activity.

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, by level within the hierarchy as defined by applicable accounting standards:
 
 
August 3, 2019
 
August 4, 2018
 
 
 
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
$
112

 
$
31

 
$
81

 
$

 
$
96

 
$
27

 
$
69

 
$


Other financial instruments not measured at fair value on a recurring basis include cash and cash equivalents, receivables, certain short-term investments and other assets, 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 of these financial instruments approximates fair value because of the short maturity of these instruments. The fair values of long-term debt, excluding capitalized leases, are generally estimated based on quoted market prices for identical or similar instruments, and are classified as Level 2 measurements within the hierarchy as defined by applicable accounting standards.
The following table shows the estimated fair value of the Company's long-term debt, excluding capital leases and other obligations:
 
 
August 3, 2019
 
August 4, 2018
 
Notional
Amount
 
Carrying
Amount
 
Fair
Value
 
Notional
Amount
 
Carrying
Amount
 
Fair
Value
 
(millions)
Long-term debt
$
4,667

 
$
4,680

 
$
4,742

 
$
5,423

 
$
5,447

 
$
5,314



8.    Condensed Consolidating Financial Information
Certain debt obligations of the Company, which constitute debt obligations of Macy's Retail Holdings, Inc. ("Subsidiary Issuer"), a 100%-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 Bluemercury, Inc., FDS Bank, West 34th Street Insurance Company New York, Macy's Merchandising Corporation, Macy's Merchandising Group, Inc. and its subsidiaries Macy's Merchandising Group (Hong Kong) Limited, Macy's Merchandising Group Procurement, LLC, Macy's Merchandising Group International, LLC, Macy's Merchandising Group International (Hong Kong) Limited, and Macy's China Limited. "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 Statements of Comprehensive Income for the 13 and 26 weeks ended August 3, 2019 and August 4, 2018, Condensed Consolidating Balance Sheets as of August 3, 2019, August 4, 2018 and February 2, 2019, and the related Condensed Consolidating Statements of Cash Flows for the 26 weeks ended August 3, 2019 and August 4, 2018 are presented on the following pages.

16

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 


Condensed Consolidating Statement of Comprehensive Income
For the 13 Weeks Ended August 3, 2019
(millions)
 
 
Parent
 
Subsidiary
Issuer
 
Other
Subsidiaries
 
Consolidating
Adjustments
 
Consolidated
Net sales
$

 
$
2,219

 
$
4,416

 
$
(1,089
)
 
$
5,546

Credit card revenues (expense), net

 
(2
)
 
178

 

 
176

 
 
 
 
 
 
 
 
 
 
Cost of sales

 
(1,341
)
 
(3,143
)
 
1,089

 
(3,395
)
Selling, general and administrative expenses

 
(872
)
 
(1,305
)
 

 
(2,177
)
Gains on sale of real estate

 

 
7

 

 
7

Impairment and other costs

 

 
(2
)
 

 
(2
)
Operating income

 
4

 
151

 

 
155

Benefit plan income, net

 
3

 
5

 

 
8

Interest (expense) income, net:
 
 
 
 
 
 
 
 
 
External
4

 
(52
)
 
1

 

 
(47
)
Intercompany

 
(18
)
 
18

 

 

Equity in earnings (loss) of subsidiaries
82

 
(108
)
 

 
26

 

Income (loss) before income taxes
86

 
(171
)
 
175

 
26

 
116

Federal, state and local income
tax benefit (expense)

 
7

 
(37
)
 

 
(30
)
Net income (loss)
86

 
(164
)
 
138

 
26

 
86

Net loss attributable to noncontrolling interest

 

 

 

 

Net income (loss) attributable to
Macy's, Inc. shareholders
$
86

 
$
(164
)
 
$
138

 
$
26

 
$
86

Comprehensive income (loss)
$
91

 
$
(159
)
 
$
142

 
$
17

 
$
91

Comprehensive loss attributable to
noncontrolling interest

 

 

 

 

Comprehensive income (loss) attributable to
Macy's, Inc. shareholders
$
91

 
$
(159
)
 
$
142

 
$
17

 
$
91


17

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 


Condensed Consolidating Statement of Comprehensive Income
For the 13 Weeks Ended August 4, 2018
(millions)
 
 
Parent
 
Subsidiary
Issuer
 
Other
Subsidiaries
 
Consolidating
Adjustments
 
Consolidated
Net sales
$

 
$
2,072

 
$
4,914

 
$
(1,414
)
 
$
5,572

Credit card revenues, net

 
3

 
183

 

 
186

 
 
 
 
 
 
 
 
 
 
Cost of sales

 
(1,271
)
 
(3,463
)
 
1,414

 
(3,320
)
Selling, general and administrative expenses

 
(812
)
 
(1,352
)
 

 
(2,164
)
Gains on sale of real estate

 
19

 
27

 

 
46

Impairment and other costs

 
2

 
(19
)
 

 
(17
)
Operating income

 
13

 
290

 

 
303

Benefit plan income, net

 
4

 
7

 

 
11

Settlement charges
(6
)
 
(16
)
 
(28
)
 

 
(50
)
Interest (expense) income, net:
 
 
 
 
 
 
 
 


External
5

 
(69
)
 
2

 

 
(62
)
Intercompany

 
(17
)
 
17

 

 

Losses on early retirement of debt

 
(5
)
 

 

 
(5
)
Equity in earnings of subsidiaries
167

 
8

 

 
(175
)
 

Income (loss) before income taxes
166

 
(82
)
 
288

 
(175
)
 
197

Federal, state and local income
tax benefit (expense)

 
30

 
(63
)
 

 
(33
)
Net income (loss)
166

 
(52
)
 
225

 
(175
)
 
164

Net loss attributable to noncontrolling interest

 

 
2

 

 
2

Net income (loss) attributable to
Macy's, Inc. shareholders
$
166

 
$
(52
)
 
$
227

 
$
(175
)
 
$
166

Comprehensive income (loss)
$
186

 
$
(35
)
 
$
236

 
$
(203
)
 
$
184

Comprehensive loss attributable to
noncontrolling interest

 

 
2

 

 
2

Comprehensive income (loss) attributable to
Macy's, Inc. shareholders
$
186

 
$
(35
)
 
$
238

 
$
(203
)
 
$
186











18

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 


Condensed Consolidating Statement of Comprehensive Income
For the 26 Weeks Ended August 3, 2019
(millions)
 
 
Parent
 
Subsidiary
Issuer
 
Other
Subsidiaries
 
Consolidating
Adjustments
 
Consolidated
Net sales
$

 
$
4,373

 
$
9,184

 
$
(2,507
)
 
$
11,050

Credit card revenues (expense), net

 
(5
)
 
353

 

 
348

 
 
 
 
 
 
 
 
 
 
Cost of sales

 
(2,682
)
 
(6,623
)
 
2,507

 
(6,798
)
Selling, general and administrative expenses
1

 
(1,674
)
 
(2,614
)
 

 
(4,287
)
Gains on sale of real estate

 
24

 
25

 

 
49

Impairment and other costs

 

 
(3
)
 

 
(3
)
Operating income
1

 
36

 
322

 

 
359

Benefit plan income, net

 
6

 
9

 

 
15

Interest (expense) income, net:
 
 
 
 
 
 
 
 
 
External
9

 
(105
)
 
2

 

 
(94
)
Intercompany

 
(37
)
 
37

 

 

Equity in earnings (loss) of subsidiaries
214

 
(138
)
 

 
(76
)
 

Income (loss) before income taxes
224

 
(238
)
 
370

 
(76
)
 
280

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

 
(87
)
 

 
(57
)
Net income (loss)
223

 
(207
)
 
283

 
(76
)
 
223

Net loss attributable to noncontrolling interest

 

 

 

 

Net income (loss) attributable to
Macy's, Inc. shareholders
$
223

 
$
(207
)
 
$
283

 
$
(76
)
 
$
223

Comprehensive income (loss)
$
234

 
$
(197
)
 
$
291

 
$
(94
)
 
$
234

Comprehensive loss attributable to
noncontrolling interest

 

 

 

 

Comprehensive income (loss) attributable to
Macy's, Inc. shareholders
$
234

 
$
(197
)
 
$
291

 
$
(94
)
 
$
234













19

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 


Condensed Consolidating Statement of Comprehensive Income
For the 26 Weeks Ended August 4, 2018
(millions)
 
 
Parent
 
Subsidiary
Issuer
 
Other
Subsidiaries
 
Consolidating
Adjustments
 
Consolidated
Net sales
$

 
$
4,081

 
$
10,277

 
$
(3,246
)
 
$
11,112

Credit card revenues (expense), net

 
(3
)
 
346

 

 
343

 
 
 
 
 
 
 
 
 
 
Cost of sales

 
(2,591
)
 
(7,356
)
 
3,246

 
(6,701
)
Selling, general and administrative expenses

 
(1,641
)
 
(2,606
)
 

 
(4,247
)
Gains on sale of real estate

 
42

 
28

 

 
70

Impairment and other costs

 
2

 
(38
)
 

 
(36
)
Operating income (loss)

 
(110
)
 
651

 

 
541

Benefit plan income, net

 
8

 
14

 

 
22

Settlement charges
(6
)
 
(16
)
 
(28
)
 

 
(50
)
Interest (expense) income, net:
 
 
 
 
 
 
 
 
 
External
9

 
(139
)
 
2

 

 
(128
)
Intercompany

 
(36
)
 
36

 

 

Losses on early retirement of debt

 
(5
)
 

 

 
(5
)
Equity in earnings of subsidiaries
304

 
109

 

 
(413
)
 

Income (loss) before income taxes
307

 
(189
)
 
675

 
(413
)
 
380

Federal, state and local income
tax benefit (expense)
(1
)
 
67

 
(150
)
 

 
(84
)
Net income (loss)
306

 
(122
)
 
525

 
(413
)
 
296

Net loss attributable to noncontrolling interest

 

 
10

 

 
10

Net income (loss) attributable to
Macy's, Inc. shareholders
$
306

 
$
(122
)
 
$
535

 
$
(413
)
 
$
306

Comprehensive income (loss)
$
333

 
$
(99
)
 
$
540

 
$
(451
)
 
$
323

Comprehensive loss attributable to
noncontrolling interest

 

 
10

 

 
10

Comprehensive income (loss) attributable to
Macy's, Inc. shareholders
$
333

 
$
(99
)
 
$
550

 
$
(451
)
 
$
333



20

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 



Condensed Consolidating Balance Sheet
As of August 3, 2019
(millions)
 
 
Parent
 
Subsidiary
Issuer
 
Other
Subsidiaries
 
Consolidating
Adjustments
 
Consolidated
ASSETS:
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
320

 
$
100

 
$
254

 
$

 
$
674

Receivables
1

 
44

 
195

 

 
240

Merchandise inventories

 
2,138

 
2,891

 

 
5,029

Prepaid expenses and other current assets

 
139

 
464

 

 
603

Income taxes
39

 

 

 
(39
)
 

Total Current Assets
360

 
2,421

 
3,804

 
(39
)
 
6,546

Property and Equipment – net

 
3,162

 
3,321

 

 
6,483

Right of Use Assets

 
660

 
1,976

 

 
2,636

Goodwill

 
3,326

 
582

 

 
3,908

Other Intangible Assets – net

 
4

 
436

 

 
440

Other Assets

 
39

 
689

 

 
728

Deferred Income Taxes
9

 

 

 
(9
)
 

Intercompany Receivable
2,564

 

 
643

 
(3,207
)
 

Investment in Subsidiaries
3,484

 
2,957

 

 
(6,441
)
 

Total Assets
$
6,417

 
$
12,569

 
$
11,451

 
$
(9,696
)
 
$
20,741

LIABILITIES AND SHAREHOLDERS’ EQUITY:
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
Short-term debt
$

 
$
6

 
$

 
$

 
$
6

Merchandise accounts payable

 
717

 
957

 

 
1,674

Accounts payable and accrued liabilities
74

 
754

 
1,911

 

 
2,739

Income taxes

 
47

 
12

 
(39
)
 
20

Total Current Liabilities
74

 
1,524

 
2,880

 
(39
)
 
4,439

Long-Term Debt

 
4,680

 

 

 
4,680

Long-Term Lease Liabilities

 
594

 
2,242

 

 
2,836

Intercompany Payable

 
3,207

 

 
(3,207
)
 

Deferred Income Taxes

 
643

 
572

 
(9
)
 
1,206

Other Liabilities
28

 
364

 
873

 

 
1,265

Shareholders' Equity:
 
 
 
 
 
 
 
 
 
Macy's, Inc.
6,315

 
1,557

 
4,884

 
(6,441
)
 
6,315

Noncontrolling Interest

 

 

 

 

Total Shareholders' Equity
6,315

 
1,557

 
4,884

 
(6,441
)
 
6,315

Total Liabilities and Shareholders' Equity
$
6,417

 
$
12,569

 
$
11,451

 
$
(9,696
)
 
$
20,741





21

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 


Condensed Consolidating Balance Sheet
As of August 4, 2018
(millions)
 
 
Parent
 
Subsidiary
Issuer
 
Other
Subsidiaries
 
Consolidating
Adjustments
 
Consolidated
ASSETS:
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
744

 
$
66

 
$
258

 
$

 
$
1,068

Receivables
1

 
43

 
217

 

 
261

Merchandise inventories

 
2,121

 
2,835

 

 
4,956

Prepaid expenses and other current assets

 
135

 
445

 

 
580

Income taxes
46

 

 

 
(46
)
 

Total Current Assets
791

 
2,365

 
3,755

 
(46
)
 
6,865

Property and Equipment – net

 
3,253

 
3,294

 

 
6,547

Goodwill

 
3,326

 
582

 

 
3,908

Other Intangible Assets – net

 
41

 
442

 

 
483

Other Assets

 
89

 
776

 

 
865

Deferred Income Taxes
10

 

 

 
(10
)
 

Intercompany Receivable
1,347

 

 
1,038

 
(2,385
)
 

Investment in Subsidiaries
3,876

 
3,140

 

 
(7,016
)
 

Total Assets
$
6,024

 
$
12,214

 
$
9,887

 
$
(9,457
)
 
$
18,668

LIABILITIES AND SHAREHOLDERS’ EQUITY:
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
Short-term debt
$

 
$
42

 
$
21

 
$

 
$
63

Merchandise accounts payable

 
788

 
1,007

 

 
1,795

Accounts payable and accrued liabilities
84

 
777

 
1,747

 

 
2,608

Income taxes

 
33

 
28

 
(46
)
 
15

Total Current Liabilities
84

 
1,640

 
2,803

 
(46
)
 
4,481

Long-Term Debt

 
5,457

 
16

 

 
5,473

Intercompany Payable

 
2,385

 

 
(2,385
)
 

Deferred Income Taxes

 
588

 
616

 
(10
)
 
1,194

Other Liabilities
24

 
441

 
1,161

 

 
1,626

Shareholders' Equity:
 
 
 
 
 
 
 
 
 
Macy's, Inc.
5,916

 
1,703

 
5,313

 
(7,016
)
 
5,916

Noncontrolling Interest

 

 
(22
)
 

 
(22
)
Total Shareholders' Equity
5,916

 
1,703

 
5,291

 
(7,016
)
 
5,894

Total Liabilities and Shareholders' Equity
$
6,024

 
$
12,214

 
$
9,887

 
$
(9,457
)
 
$
18,668







22

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 



Condensed Consolidating Balance Sheet
As of February 2, 2019
(millions)
 
 
Parent
 
Subsidiary
Issuer
 
Other
Subsidiaries
 
Consolidating
Adjustments
 
Consolidated
ASSETS:
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
889

 
$
59

 
$
214

 
$

 
$
1,162

Receivables

 
68

 
332

 

 
400

Merchandise inventories

 
2,342

 
2,921

 

 
5,263

Prepaid expenses and other current assets

 
143

 
477

 

 
620

Total Current Assets
889

 
2,612

 
3,944

 

 
7,445

Property and Equipment – net

 
3,287

 
3,350

 

 
6,637

Goodwill

 
3,326

 
582

 

 
3,908

Other Intangible Assets – net

 
38

 
440

 

 
478

Other Assets

 
41

 
685

 

 
726

Deferred Income Taxes
12

 

 

 
(12
)
 

Intercompany Receivable
1,713

 

 
1,390

 
(3,103
)
 

Investment in Subsidiaries
4,030

 
3,119

 

 
(7,149
)
 

Total Assets
$
6,644

 
$
12,423

 
$
10,391

 
$
(10,264
)
 
$
19,194

LIABILITIES AND SHAREHOLDERS’ EQUITY:
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
Short-term debt
$

 
$
42

 
$
1

 
$

 
$
43

Merchandise accounts payable

 
713

 
942

 

 
1,655

Accounts payable and accrued liabilities
170

 
950

 
2,246

 

 
3,366

Income taxes
14

 
52

 
102

 

 
168

Total Current Liabilities
184

 
1,757

 
3,291

 

 
5,232

Long-Term Debt

 
4,692

 
16

 

 
4,708

Intercompany Payable

 
3,103

 

 
(3,103
)
 

Deferred Income Taxes

 
679

 
571

 
(12
)
 
1,238

Other Liabilities
24

 
406

 
1,150

 

 
1,580

Shareholders' Equity:
 
 
 
 
 
 
 
 
 
Macy's, Inc.
6,436

 
1,786

 
5,363

 
(7,149
)
 
6,436

Noncontrolling Interest

 

 

 

 

Total Shareholders' Equity
6,436

 
1,786

 
5,363

 
(7,149
)
 
6,436

Total Liabilities and Shareholders' Equity
$
6,644

 
$
12,423

 
$
10,391

 
$
(10,264
)
 
$
19,194




23

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 



Condensed Consolidating Statement of Cash Flows
For the 26 Weeks Ended August 3, 2019
(millions)
 
 
Parent
 
Subsidiary
Issuer
 
Other
Subsidiaries
 
Consolidating
Adjustments
 
Consolidated
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
Net income (loss)
$
223

 
$
(207
)
 
$
283

 
$
(76
)
 
$
223

Impairment and other costs

 

 
3

 

 
3

Equity in loss (earnings) of subsidiaries
(214
)
 
138

 

 
76

 

Dividends received from subsidiaries
606

 

 

 
(606
)
 

Depreciation and amortization

 
169

 
303

 

 
472

Gains on sale of real estate

 
(24
)
 
(25
)
 

 
(49
)
Changes in assets, liabilities and other items not separately identified
(52
)
 
47

 
(294
)
 

 
(299
)
Net cash provided by operating activities
563

 
123

 
270

 
(606
)
 
350

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Purchase of property and equipment and capitalized software, net of dispositions

 
(97
)
 
(345
)
 

 
(442
)
Other, net

 
(11
)
 
(1
)
 

 
(12
)
Net cash used by investing activities

 
(108
)
 
(346
)
 

 
(454
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Debt repaid, including debt issuance costs

 
(42
)
 

 

 
(42
)
Dividends paid
(233
)
 

 
(606
)
 
606

 
(233
)
Issuance of common stock
6

 

 

 

 
6

Intercompany activity, net
(813
)
 
93

 
720

 

 

Other, net
(92
)
 
(21
)
 
(15
)
 

 
(128
)
Net cash provided (used) by financing activities
(1,132
)
 
30

 
99

 
606

 
(397
)
Net increase (decrease) in cash, cash equivalents and restricted cash
(569
)
 
45

 
23

 

 
(501
)
Cash, cash equivalents and restricted cash at beginning of period
889

 
64

 
295

 

 
1,248

Cash, cash equivalents and restricted cash at end of period
$
320

 
$
109

 
$
318

 
$

 
$
747









24

MACY'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
 



Condensed Consolidating Statement of Cash Flows
For the 26 Weeks Ended August 4, 2018
(millions)
 
 
Parent
 
Subsidiary
Issuer
 
Other
Subsidiaries
 
Consolidating
Adjustments
 
Consolidated
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
Net income (loss)
$
306

 
$
(122
)
 
$
525

 
$
(413
)
 
$
296

Impairment and other costs

 
(2
)
 
38

 

 
36

Settlement charges
6

 
16

 
28

 

 
50

Equity in earnings of subsidiaries
(304
)
 
(109
)
 

 
413

 

Dividends received from subsidiaries
492

 

 

 
(492
)
 

Depreciation and amortization

 
165

 
305

 

 
470

Gains on sale of real estate

 
(42
)
 
(28
)
 

 
(70
)
Changes in assets, liabilities and other items not separately identified
(154
)
 
298

 
(381
)
 
(1
)
 
(238
)
Net cash provided by operating activities
346

 
204

 
487

 
(493
)
 
544

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Purchase of property and equipment and capitalized software, net of dispositions

 
(49
)
 
(271
)
 

 
(320
)
Other, net

 
(15
)
 
(28
)
 
51

 
8

Net cash used by investing activities

 
(64
)
 
(299
)
 
51

 
(312
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Debt repaid

 
(306
)
 
(1
)
 
(50
)
 
(357
)
Dividends paid
(232
)
 

 
(492
)
 
492

 
(232
)
Issuance of common stock
38

 

 

 

 
38

Proceeds from noncontrolling interest

 

 
5

 

 
5

Intercompany activity, net
(441
)
 
162

 
279

 

 

Other, net
(76
)
 
(9
)
 
(5
)
 

 
(90
)
Net cash used by financing activities
(711
)
 
(153
)
 
(214
)
 
442

 
(636
)
Net decrease in cash, cash equivalents and restricted cash
(365
)
 
(13
)
 
(26
)
 

 
(404
)
Cash, cash equivalents and restricted cash at beginning of period
1,109

 
79

 
325

 

 
1,513

Cash, cash equivalents and restricted cash at end of period
$
744

 
$
66

 
$
299

 
$

 
$
1,109





25


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 "second quarter of 2019" and "second quarter of 2018" are to the Company's 13-week fiscal periods ended August 3, 2019 and August 4, 2018, respectively. References to "2019" and "2018" are to the Company's 26-week periods ended August 3, 2019 and August 4, 2018, respectively.
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 2018 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 "Risk Factors" and in "Forward-Looking Statements") and in the 2018 10-K (particularly in "Risk Factors" and in "Forward-Looking Statements"). This discussion includes non-GAAP financial measures. For information about these measures, see the disclosure under the caption "Important Information Regarding Non-GAAP Financial Measures" on pages 33 and 34.
Overview
During the second quarter of 2019, the Company delivered comparable sales growth, but earnings results for the period were below expectations. The Company entered the quarter with elevated spring inventory levels, but slower sales at the beginning of the quarter along with accelerated declines in international tourism created a need to take additional markdowns to clear excess spring inventory. Actions have been and are being taken to support a higher gross margin rate in the back half of fiscal 2019:
Inventory was well positioned at the end of the second quarter and fall receipt planning is leaner.
The Company is enhancing its inventory allocation strategy, enabling it to reallocate inventory in-season throughout its various sales channels based on customer demand, which is expected to result in fewer markdowns and out-of-stocks.
The Company is evolving its marketing strategy to leverage strategic partnerships, simplify offers, and improve segmentation and targeting of customers.
Data analytic capabilities are being enhanced to provide more granular information and to assist in executing pricing and markdown decisions at a localized level.
In addition to the above actions, the Company has continued to invest in its fiscal 2019 strategic initiatives and such investment is expected to contribute to comparable sales growth in the back half of the year:
Work on the Growth100 locations is ahead of fiscal 2018's schedule and is expected to be completed well in advance of the fiscal 2019 holiday season. Sales for the original Growth50 locations continue to outperform the other Macy's locations and it is expected that the Growth150 locations will make up approximately 50% of Macy's store location sales.
Macy's Backstage has been expanded to 47 additional locations in fiscal 2019 and three additional locations are expected to open later this year. In total, the Company was operating 219 Macy's Backstage locations (212 inside Macy's stores and seven freestanding locations) as of August 3, 2019. In addition, the Company has opened its Macy's Backstage specific distribution center in Columbus, Ohio to provide improved logistic efficiency, speed and scale to support the continued growth of this off-price business.
The Company's vendor direct program (i.e., merchandise purchased from the Company's websites and digital applications and shipped directly to customers from the respective vendor) has continued to expand and is on track to reach 1 million SKUs by the end of fiscal 2019.
The mobile-first strategy has continued to create a better omnichannel experience for customers, and mobile continues to remain the Company's fastest growing channel.
Sales at the Company's destination businesses (six merchandise categories: dresses, fine jewelry, big ticket, men's tailored, women's shoes and beauty) were up approximately 5% in the second quarter of 2019 and accounted for almost 40% of the Company's sales. Additional resources are being allocated to these categories to continue to drive growth and increase market share.



26


MACY'S, INC.

Bloomingdale's experienced a challenging quarter, driven largely by declines in international tourism. Women's and men's shoes and Bloomingdale's The Outlets performed well during the quarter. Two additional Bloomingdale's The Outlets are planned to open in the third quarter of 2019.
Bluemercury, the Company's luxury beauty products and spa retailer, continued its growth during the quarter both in stand-alone stores and stores within Macy's stores. In total, the Company was operating 187 bluemercury locations (20 inside Macy's stores and 167 freestanding locations) as of August 3, 2019.

Results of Operations
Comparison of the Second Quarter of 2019 and the Second Quarter of 2018
 
 
Second Quarter of 2019
 
 
Second Quarter of 2018
 
 
 
 
Amount
 
% to Net Sales
 
 
Amount
 
% to Net Sales
 
 
 
 
(dollars in millions, except per share figures)
Net sales
 
$
5,546

 
 
 
 
$
5,572

 
 
 
 
Credit card revenues, net
 
176

 
3.2

%
186

 
3.3

%
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
 
(3,395
)
 
(61.2
)
%
(3,320
)
 
(59.6
)
%
Selling, general and administrative expenses
 
(2,177
)
 
(39.3
)
%
(2,164
)
 
(38.8
)
%
Gains on sale of real estate
 
7

 
0.1

%
46

 
0.8

%
Impairment and other costs
 
(2
)
 

%
(17
)
 
(0.3
)
%
Operating income
 
155

 
2.8

%
303

 
5.4

%
Benefit plan income, net
 
8

 
 
 
 
11

 
 
 
 
Settlement charges
 

 
 
 
 
(50
)
 
 
 
 
Interest expense, net
 
(47
)
 
 
 
 
(62
)
 
 
 
 
Losses on the early retirement of debt
 

 
 
 
 
(5
)
 
 
 
 
Income before income taxes
 
116

 
 
 
 
197

 
 
 
 
Federal, state and local income tax expense
 
(30
)
 
 
 
 
(33
)
 
 
 
 
Net income
 
86

 
 
 
164

 
 
 
Net loss attributable to noncontrolling interest
 

 
 
 
 
2

 
 
 
 
Net income attributable to Macy's, Inc. shareholders
 
$
86

 
1.6

%
$
166

 
3.0

%
 
 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per share attributable to
      Macy's, Inc. shareholders
 
$
0.28

 
 
 
 
$
0.53

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental Financial Measure
 
 
 
 
 
 
 
 
 
 
 
Gross margin (a)
 
$
2,151

 
38.8

%
$
2,252


40.4

%
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental Non-GAAP Financial Measure
 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per share attributable to Macy's, Inc. shareholders, excluding the impact of certain items
 
$
0.28

 
 
 
 
$
0.70

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a) Gross margin is defined as net sales less cost of sales.
Net Sales and Comparable Sales
Net sales for the second quarter of 2019 decreased $26 million, or 0.5%, compared to the second quarter of 2018. Comparable sales on an owned basis for the second quarter of 2019 increased 0.2% compared to the second quarter of 2018. On an owned plus licensed basis, comparable sales increased 0.3% during the second quarter of 2019.
Digital sales continued to experience strong growth with double-digit gains in the second quarter of 2019 and sales performance was strong in the Company's Growth50 locations and its destination businesses, particularly fine jewelry, men's tailored and women's shoes. Sales performance was weaker in the home and ready-to-wear categories. International tourism sales were down approximately 9.0% in the quarter. Geographically, the North Central was the strongest region during the second quarter of 2019.


27


MACY'S, INC.

Credit Card Revenues, Net
Credit card revenues, net were $176 million in the second quarter of 2019, a decrease of $10 million, or 5.4%, compared to $186 million recognized in the second quarter of 2018. This decrease was driven by increased fraud and bad debt realized by the credit card program, which impacted the profit share recognized in the quarter. Proprietary card penetration increased 10 basis points to 46.7% in the second quarter of 2019 compared to 46.6% in the second quarter of 2018.
Cost of Sales
Cost of sales increased by $75 million compared to the second quarter of 2018, a 160 basis point increase as a percent to net sales to 61.2% in the second quarter of 2019. The increase in cost of sales was primarily driven by increased markdowns needed to clear excess inventories as well as higher delivery expense, which resulted from free shipping offered as part of the Company's loyalty programs coupled with increased digital sales transaction volume compared to the prior year quarter.
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses for the second quarter of 2019 increased $13 million from the second quarter of 2018. The SG&A rate as a percent to net sales of 39.3% was 50 basis points higher in the second quarter of 2019, as compared to the second quarter of 2018. This increase in SG&A expenses was driven primarily by investments in the expansion of Macy's Backstage as well as the other strategic initiatives previously discussed.
Gains on Sale of Real Estate
The second quarter of 2019 included asset sale gains of $7 million compared to $46 million in the second quarter of 2018. The second quarter of 2018 asset sale gains were driven by approximately $17 million related to the Macy's Brooklyn transaction.
Impairment and Other Costs
The second quarters of 2019 and 2018 included $2 million and $17 million, respectively, of impairment and other costs. Impairment and other costs in the second quarter of 2018 were associated with the wind-down of Macy's China Limited.
Benefit Plan Income, Net
The second quarters of 2019 and 2018 included $8 million and $11 million, respectively, of non-cash net benefit plan income relating to the Company's defined benefit plans. This income includes the net of: interest cost, expected return on plan assets and amortization of prior service costs or credits and actuarial gains and losses.
Settlement Charges
The second quarter of 2018 included $50 million of non-cash settlement charges related to the Company's defined benefit plans. These charges relate to the pro-rata recognition of net actuarial losses and are the result of an increase in lump sum distributions primarily associated with retiree distribution elections and restructuring activity.
Net Interest Expense
Net interest expense for the second quarter of 2019 decreased $15 million from the second quarter of 2018 due to a reduction in the Company's debt resulting from tender offer and open market repurchases in 2018.
Losses on Early Retirement of Debt
In the second quarter of 2018, the Company repurchased approximately $344 million face value of senior notes and debentures. The debt repurchases were made in the open market for a total cost of approximately $354 million, including expenses related to the transactions. As a result of the debt repurchases, the Company recognized $5 million in expenses and fees net of the write-off of unamortized debt premiums in the second quarter of 2018.
Effective Tax Rate
The Company's effective tax rate was 25.9% for the second quarter of 2019 and 16.8% for the second quarter of 2018 compared to the federal income tax statutory rate of 21%. The quarterly effective tax rates were impacted by the settlement of certain state and local tax matters.
Net Income Attributable to Macy's, Inc. Shareholders
Net income attributable to Macy's, Inc. shareholders for the second quarter of 2019 decreased $80 million compared to the second quarter of 2018. The second quarter of 2019 was driven by lower operating income partially offset by lower interest expense and lower settlement charges than the second quarter of 2018.

28


MACY'S, INC.

Diluted Earnings Per Share Attributable to Macy's, Inc. Shareholders
Diluted earnings per share for the second quarter of 2019 decreased $0.25 compared to the second quarter of 2018, reflecting lower net income.

Comparison of the 26 Weeks Ended August 3, 2019 and August 4, 2018
 
 
2019
 
 
2018
 
 
 
 
Amount
 
% to Net Sales
 
 
Amount
 
% to Net Sales
 
 
 
 
(dollars in millions, except per share figures)
Net sales
 
$
11,050

 
 
 
 
$
11,112

 
 
 
 
Credit card revenues, net
 
348

 
3.1

%
343

 
3.1

%
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
 
(6,798
)
 
(61.5
)
%
(6,701
)
 
(60.3
)
%
Selling, general and administrative expenses
 
(4,287
)
 
(38.8
)
%
(4,247
)
 
(38.2
)
%
Gains on sale of real estate
 
49

 
0.4

%
70

 
0.6

%
Impairment and other costs
 
(3
)
 

%
(36
)
 
(0.3
)
%
Operating income
 
359

 
3.2

%
541

 
4.9

%
Benefit plan income, net
 
15

 
 
 
 
22

 
 
 
 
Settlement charges
 

 
 
 
 
(50
)
 
 
 
 
Interest expense, net
 
(94
)
 
 
 
 
(128
)
 
 
 
 
Losses on the early retirement of debt
 

 
 
 
 
(5
)
 
 
 
 
Income before income taxes
 
280

 
 
 
 
380

 
 
 
 
Federal, state and local income tax expense
 
(57
)
 
 
 
 
(84
)
 
 
 
 
Net income
 
223

 
 
 
296

 
 
 
Net loss attributable to noncontrolling interest
 

 
 
 
 
10

 
 
 
 
Net income attributable to Macy's, Inc. shareholders
 
$
223

 
2.0

%
$
306

 
2.8

%
 
 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per share attributable to
      Macy's, Inc. shareholders
 
$
0.71

 
 
 
 
$
0.98

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental Financial Measure
 
 
 
 
 
 
 
 
 
 
 
Gross margin (a)
 
$
4,252

 
38.5

%
$
4,411


39.7

%
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental Non-GAAP Financial Measure
 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per share attributable to Macy's, Inc. shareholders, excluding the impact of certain items
 
$
0.72

 
 
 
 
$
1.19

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a) Gross margin is defined as net sales less cost of sales.
Net Sales and Comparable Sales
Net sales for 2019 decreased $62 million, or 0.6%, compared to 2018. Comparable sales on an owned basis for 2019 increased 0.4% compared to 2018. On an owned plus licensed basis, comparable sales increased 0.5% during 2019.
Digital sales continued to experience strong growth with double-digit gains in 2019 and Macy's Growth50 locations and destination businesses achieved strong growth. Sales during 2019 were strong in the merchandise categories that make up our destination businesses, particularly dresses, fine jewelry, men's tailored and women's shoes. Active and kids were also strong performers during 2019, while sales were weaker in handbags and ready-to-wear categories during 2019. Geographically, the North Central was the strongest region during 2019.
Credit Card Revenues, Net
Credit card revenues, net were $348 million in 2019, an increase of $5 million compared to $343 million recognized in 2018. Increased proprietary card usage driven by the enhanced Macy's Star Rewards loyalty program and higher consumer credit balances drove the favorable results. Proprietary card penetration increased 40 basis points to 46.5% in 2019 compared to 46.1% in 2018.

29


MACY'S, INC.

Cost of Sales
Cost of sales increased by $97 million compared to 2018, a 120 basis point increase as a percent to net sales to 61.5% in 2019. The increase in cost of sales was primarily driven by markdowns taken during the spring as well as higher delivery expense which resulted from free shipping offered as part of the Company's loyalty programs coupled with increased digital sales transaction volume compared to the prior year.
Selling, General and Administrative Expenses
SG&A expenses for 2019 increased $40 million from 2018. The SG&A rate as a percent to net sales of 38.8% was 60 basis points higher in 2019, as compared to 2018. This increase in SG&A expenses was driven primarily by investments in the expansion of Macy's Backstage as well as the other strategic initiatives previously discussed.
Gains on Sale of Real Estate
2019 included asset sale gains of $49 million compared to $70 million in 2018. 2019 included a $21 million gain related to the Macy's White Plains transaction, while 2018 included approximately $35 million related to the Macy's Brooklyn transaction.
Impairment and Other Costs
2019 and 2018 included $3 million and $36 million, respectively, of impairment and other costs. Impairment and other costs in 2018 were associated with the wind-down of Macy's China Limited.
Benefit Plan Income, Net
2019 and 2018 included $15 million and $22 million, respectively, of non-cash net benefit plan income related to the Company's defined benefit plans. This income includes the net of: interest cost, expected return on plan assets and amortization of prior service costs or credits and actuarial gains and losses.
Settlement Charges
2018 included $50 million of non-cash settlement charges relating to the Company's defined benefit plans. These charges relate to the pro-rata recognition of net actuarial losses and are the result of an increase in lump sum distributions primarily associated with retiree distribution elections and restructuring activity.
Net Interest Expense
Net interest expense for 2019 decreased $34 million from 2018 due to a reduction in the Company's debt resulting from tender offer and open market repurchases in 2018.
Losses on Early Retirement of Debt
In 2018, the Company recognized $5 million in expenses and fees net of the write-off of unamortized debt premiums as a result of the open market repurchases discussed within the quarterly results of operations.
Effective Tax Rate
The Company's effective tax rate was 20.4% for 2019 and 22.1% for 2018 compared to the federal income tax statutory rate of 21%. The effective tax rates were impacted by the settlement of certain state and local tax matters.
Net Income Attributable to Macy's, Inc. Shareholders
Net income attributable to Macy's, Inc. shareholders for 2019 decreased $83 million compared to 2018. 2019 was driven by lower operating income partially offset by lower interest expense and lower settlement charges than 2018.
Diluted Earnings Per Share Attributable to Macy's, Inc. Shareholders
Diluted earnings per share for 2019 decreased $0.27 compared to 2018, reflecting lower net income.

Liquidity and Capital Resources
The Company's principal sources of liquidity are cash from operations, cash on hand and the credit facility described below.
Operating Activities
Net cash provided by operating activities in 2019 was $350 million, compared to $544 million in 2018. The difference in operating cash flows period over period is due to lower merchandise payables and earnings before interest, taxes, depreciation and amortization excluding impairment and other costs, settlement charges and losses on the early retirement of debt. These declines were partially offset by lower tax payments in 2019 compared to 2018.

30


MACY'S, INC.

Investing Activities
Net cash used by investing activities was $454 million in 2019, compared to $312 million in 2018. The increase in 2019 was driven by the Company's investments in its strategic initiatives resulting in $501 million of capital expenditures, inclusive of property and equipment and capitalized software, compared to $408 million in 2018. Offsetting this outflow in 2019, the Company received cash of $59 million from the disposition of property and equipment primarily related to the execution of real estate transactions, compared to $88 million of proceeds in 2018.
Financing Activities
Net cash used by the Company for financing activities was $397 million for 2019, including debt repaid of $39 million, which included a repayment at maturity of $36 million for the 8.5% senior debentures, payment of $233 million of cash dividends and a $128 million decrease in outstanding checks. These outflows were partially offset by $6 million of proceeds received from the issuance of common stock.
Net cash used by the Company for financing activities was $636 million for 2018, including payment of $232 million of cash dividends. This outflow was partially offset by $38 million from the issuance of common stock, primarily related to the exercise of stock options. During the second quarter of 2018, the Company repurchased approximately $344 million face value of senior notes and debentures. The debt repurchases were made in the open market for a total cost of approximately $354 million, including premium expenses and other fees related to the transactions.
On May 9, 2019, the Company entered into a new credit agreement with certain financial institutions that replaced the previous credit agreement which was set to expire on May 6, 2021. Similar to the previous agreement, the new credit agreement provides 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). The new credit agreement is scheduled to expire on May 9, 2024, subject to up to two one-year extensions that may be requested by the Company and agreed to by the lenders. As of August 3, 2019, the Company did not have any borrowings or letters of credit outstanding under its credit facility.
The Company is party to a $1,500 million unsecured commercial paper program. The Company may issue and sell commercial paper in an aggregate amount outstanding at any particular time not to exceed its then-current combined borrowing availability under its bank credit agreement. As of August 3, 2019, the Company did not have any borrowings outstanding under its commercial paper program.
As of August 3, 2019, the Company was required under its credit agreement 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 second quarter of 2019 was 12.72 and its leverage ratio at August 3, 2019 was 1.84, in each case as calculated in accordance with the credit agreement. As of August 3, 2019, the Company was in compliance with the ratios.
On August 23, 2019, the Company announced that the Board of Directors declared a quarterly dividend of 37.75 cents per share on its common stock, payable October 1, 2019, to Macy's shareholders of record at the close of business on September 13, 2019.



31


MACY'S, INC.

Capital Resources
Management believes that, with respect to the Company's current operations, its 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.
Outlook and Recent Developments
On August 14, 2019, the Company issued a press release to report preliminary earnings for its second quarter of 2019 and reaffirmed its annual sales guidance provided previously in the 2018 10-K. Based primarily on the second quarter of 2019 performance, the Company lowered its annual guidance for diluted earnings per share attributable to Macy's, Inc. shareholders, excluding settlement charges, impairment and other costs (adjusted diluted earnings per share), by $0.20 from a range of $3.05 to $3.25 to $2.85 to $3.05. Adjusted diluted earnings per share excluding asset sale gains is now expected to be in the range of $2.60 to $2.80. The revised annual earnings guidance excludes any potential impact from a fourth tranche of tariffs, which the Company estimates could have up to a $0.05 impact on fiscal 2019's annual earnings.




32


MACY'S, INC.

Important Information Regarding Non-GAAP Financial Measures
The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures provide users of the Company's financial information with additional useful information in evaluating operating performance. Management believes that providing supplemental changes in comparable sales on an owned plus licensed basis, which includes adjusting for growth in comparable sales of departments licensed to third parties, assists in evaluating the Company's ability to generate sales growth, whether through owned businesses or departments licensed to third parties, on a comparable basis, and in evaluating the impact of changes in the manner in which certain departments are operated. In addition, management believes that excluding certain items from net income and diluted earnings per share attributable to Macy's, Inc. shareholders that are no longer associated with the Company’s core operations and that may vary substantially in frequency and magnitude period-to-period provides useful supplemental measures that assist in evaluating the Company's ability to generate earnings and leverage sales and to more readily compare these metrics between past and future periods.
The Company does not provide the most directly comparable forward-looking GAAP measure of diluted earnings per share attributable to Macy’s, Inc. shareholders excluding certain items because the timing and amount of excluded items are unreasonably difficult to fully and accurately estimate.
Non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, the Company's financial results prepared in accordance with GAAP. Certain of the items that may be excluded or included in non-GAAP financial measures may be significant items that could impact the Company's financial position, results of operations or cash flows and should therefore be considered in assessing the Company's actual and future financial condition and performance. Additionally, the amounts received by the Company on account of sales of departments licensed to third parties are limited to commissions received on such sales. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies.
Changes in Comparable Sales
The following is a tabular reconciliation of the non-GAAP financial measure of changes in comparable sales on an owned plus licensed basis, to GAAP comparable sales (i.e. on an owned basis), which the Company believes to be the most directly comparable GAAP financial measure.
 
 
Second Quarter of 2019
 
2019
 
 
 
 
 
Increase in comparable sales on an owned basis (note 1)
 
0.2
%
 
0.4
%
Impact of growth in comparable sales of departments licensed to third parties (note 2)
 
0.1
%
 
0.1
%
Increase in comparable sales on an owned plus licensed basis
 
0.3
%
 
0.5
%

Notes:
(1)
Represents the period-to-period percentage change in net sales from stores in operation throughout the year presented and the immediately preceding year and all online sales, excluding commissions from departments licensed to third parties. Stores impacted by a natural disaster or undergoing significant expansion or shrinkage remain in the comparable sales calculation unless the store, or material portion of the store, is closed for a significant period of time. Definitions and calculations of comparable sales may differ among companies in the retail industry.
(2)
Represents the impact of including the sales of departments licensed to third parties occurring in stores in operation throughout the year presented and the immediately preceding year and all online sales in the calculation of comparable sales. The Company licenses third parties to operate certain departments in its stores and online and receives commissions from these third parties based on a percentage of their net sales. In its financial statements prepared in conformity with GAAP, the Company includes these commissions (rather than the sales of the departments licensed to third parties) in its net sales. The Company does not, however, include any amounts with respect to licensed department sales (or any commissions earned on such sales) in its comparable sales in accordance with GAAP (i.e., on an owned basis). The Company believes that the amounts of commissions earned on sales of departments licensed to third parties are not material to its results of operations for the periods presented.



33


MACY'S, INC.

Adjusted Net Income and Adjusted Diluted Earnings Per Share Attributable to Macy's, Inc. Shareholders
The following is a tabular reconciliation of the non-GAAP financial measures of net income and diluted earnings per share attributable to Macy's, Inc. shareholders, excluding certain items identified below, to GAAP net income and diluted earnings per share attributable to Macy's, Inc., shareholders, which the Company believes to be the most directly comparable GAAP measures.
 
 
Second Quarter of 2019
 
Second Quarter of 2018
 
 
 
 
 
 
 
 
 
 
 
Net Income Attributable to Macy's, Inc. Shareholders
 
Diluted Earnings Per Share
 
Net Income Attributable to Macy's, Inc. Shareholders
 
Diluted Earnings Per Share
As reported
 
$
86

 
$
0.28

 
$
166

 
$
0.53

Impairment and other costs (note 3 and 4)
 
2

 

 
15

 
0.05

Settlement charges
 

 

 
50

 
0.16

Losses on early retirement of debt
 

 

 
5

 
0.02

Income tax impact of certain items noted above (note 4)
 

 

 
(17
)
 
(0.06
)
As adjusted
 
$
88

 
$
0.28

 
$
219

 
$
0.70


 
 
2019
 
2018
 
 
 
 
 
 
 
 
 
 
 
Net Income Attributable to Macy's, Inc. Shareholders
 
Diluted Earnings Per Share
 
Net Income Attributable to Macy's, Inc. Shareholders
 
Diluted Earnings Per Share
As reported
 
$
223

 
$
0.71

 
$
306

 
$
0.98

Impairment and other costs (note 3 and 4)
 
3

 
0.01

 
28

 
0.09

Settlement charges
 

 

 
50

 
0.16

Losses on early retirement of debt
 

 

 
5

 
0.02

Income tax impact of certain items noted above (note 4)
 
(1
)
 

 
(20
)
 
(0.06
)
As adjusted
 
$
225

 
$
0.72

 
$
369

 
$
1.19


Notes:
(3)
For the 13 and 26 weeks ended August 4, 2018, the above pre-tax adjustment excludes impairment and other costs attributable to the noncontrolling interest shareholder of $2 million and $8 million, respectively.
(4)
The impact during the 13 and 26 weeks ended August 3, 2019 represents a value less than zero for net income attributable to Macy's, Inc. shareholders or $0.01 per diluted share attributable to Macy's, Inc. shareholders.

Critical Accounting Policies
Goodwill and Intangible Assets
The Company reviews the carrying value of its goodwill and other intangible assets with indefinite lives at least annually, as of the end of fiscal May, or more frequently if an event occurs or circumstances change, for possible impairment in accordance with ASC Topic 350, Intangibles - Goodwill and Other. For impairment testing, goodwill has been assigned to reporting units which consist of the Company's retail operating divisions. Macy's and bluemercury are the only reporting units with goodwill as of August 3, 2019, and 97% of the Company's goodwill is allocated to the Macy's reporting unit.
The Company may elect to evaluate qualitative factors to determine if it is more likely than not that the fair value of a reporting unit or fair value of indefinite lived intangible assets is less than its carrying value. If the qualitative evaluation indicates that it is more likely than not that the fair value of a reporting unit or indefinite lived intangible asset is less than its carrying amount, a quantitative impairment test is required. Alternatively, the Company may bypass the qualitative assessment for a reporting unit or indefinite lived intangible asset and directly perform the quantitative assessment. This

34


MACY'S, INC.

determination can be made on an individual reporting unit or asset basis, and performance of the qualitative assessment may resume in a subsequent period.
The quantitative impairment test involves estimating the fair value of each reporting unit and indefinite lived intangible asset and comparing these estimated fair values with the respective reporting unit or indefinite lived intangible asset carrying value. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to such excess, limited to the total amount of goodwill allocated to the reporting unit. If the carrying value of an individual indefinite lived intangible asset exceeds its fair value, such individual indefinite lived intangible asset is written down by an amount equal to such excess.
Estimating the fair values of reporting units and indefinite lived intangible assets involves the use of significant assumptions, estimates and judgments with respect to a variety of factors, including sales, gross margin and SG&A rates, capital expenditures, cash flows and the selection and use of an appropriate discount rate and market values and multiples of earnings and revenues of similar public companies. Projected sales, gross margin and SG&A expense rate assumptions and capital expenditures are based on the Company's annual business plan or other forecasted results. Discount rates reflect market-based estimates of the risks associated with the projected cash flows of the reporting unit or indefinite lived intangible asset.
The use of different assumptions, estimates or judgments in the goodwill impairment testing process, including with respect to the estimated future cash flows of the Company's reporting units, the discount rate used to discount such estimated cash flows to their net present value, and the reasonableness of the resultant implied control premium relative to the Company's market capitalization, could materially increase or decrease the fair value of the reporting unit and/or its net assets and, accordingly, could materially increase or decrease any related impairment charge.
For its annual goodwill impairment test as of the end of fiscal May 2019, the Company performed a quantitative impairment assessment for all of its reporting units. The Company determined the fair value of each of its reporting units using a market approach, an income approach, or a combination of both, where appropriate. In the most recent annual impairment test performed as of the end of fiscal May 2019, the fair value of the Macy's reporting unit exceeded its related carrying value by approximately 29%.

As of the end of fiscal May 2019, the Company elected to perform a qualitative impairment test on its intangible assets with indefinite lives and concluded that it is more likely than not that the fair values exceed the carrying values and the intangible assets with indefinite lives are not impaired.
During and subsequent to the second quarter of fiscal 2019, the Company observed a general decline in the market valuation of the Company’s common shares which could impact the assumptions used to perform an impairment evaluation of its goodwill and indefinite lived intangible assets. Although as of August 3, 2019, the estimated fair values of the reporting units and indefinite lived trade names exceeded their carrying values, the Company continues to monitor the key inputs to fair value discussed above. A sustained decline in market capitalization or future declines in macroeconomic factors or business conditions would likely result in an impairment charge in future periods.

New Pronouncements
Accounting Pronouncements Recently Adopted
See Part I, Item 1, “Financial Statements — Note 1 — Organization and Summary of Significant Accounting Policies.”

35


MACY'S, INC.

Item 3.
Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to the Company’s market risk as described in the Company's 2018 10-K. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the 2018 10-K.

Item 4.
Controls and Procedures.
The Company's Chief Executive Officer and Chief Financial Officer have carried out, as of August 3, 2019, 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 as of August 3, 2019 the Company's disclosure controls and procedures were 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 Securities and Exchange Commission (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.
From time to time adoption of new accounting pronouncements, major organizational restructuring and realignment occurs for which the Company reviews its internal control over financial reporting. As a result of this review, 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.


36


MACY'S, INC.

PART II - OTHER INFORMATION
 
Item 1.
Legal Proceedings.
The Company and its subsidiaries are 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.
Except as set forth below, there have been no material changes to the Risk Factors described in Part I, Item 1A."Risk Factors" in the Company's 2018 10-K.
The risk factor "We depend upon designers, vendors and other sources of merchandise, goods and services. Our business could be affected by disruptions in, or other legal, regulatory, political or economic issues associated with, our supply network" is deleted and replaced as follows:
We depend upon designers, vendors and other sources of merchandise, goods and services. Our business could be affected by disruptions in, or other legal, regulatory, political or economic issues associated with, our supply network.
Our relationships with established and emerging designers have been significant contributors to the Company's past success. Our ability to find qualified vendors and access products in a timely and efficient manner is often challenging, particularly with respect to goods sourced outside the U.S.. We source the majority of our merchandise from manufacturers located outside the U.S., primarily Asia.  Any major changes in tax policy, such as the disallowance of tax deductions for imported merchandise could have a material adverse effect on our business, results of operations and liquidity.
The procurement of all our goods and services are subject to the effects of price increases which we may or may not be able to pass through to our customers. In addition, our procurement of goods and services from outside the U.S. is subject to risks associated with political or financial instability, trade restrictions, tariffs, currency exchange rates, transport capacity and costs and other factors relating to foreign trade. All of these factors may affect our ability to access suitable merchandise on acceptable terms, are beyond our control and could negatively affect our business and results of operations.
On May 10, 2019, the current U.S. Administration imposed a 25% tariff on approximately $200 billion worth of imports from China into the U.S. On August 1, 2019, the current U.S. Administration announced its plans to impose a 10% tariff on all remaining imports from China, valued at approximately $300 billion, which imports include merchandise for both private-label and national brands sold in our stores. Depending on the type of import, the new 10% tariff is scheduled to be effective September 1, 2019 or December 15, 2019, with both dates applying to merchandise sold in our stores. We are evaluating the expected impact of the effective tariffs, including a potential continued escalation of retaliatory tariffs, as well as other recent changes in foreign trade policy on our supply chain, costs, sales and profitability and are actively working through strategies to mitigate such impact, including reviewing sourcing options and working with our vendors and merchants. At this time, it is unknown how long U.S. tariffs on Chinese goods will remain in effect or whether additional tariffs will be imposed. While it is too early to predict how these changes in foreign trade policy and any recently enacted, proposed and future tariffs on products imported by us from China will affect our business, these changes would negatively impact our business and results of operations if they seriously disrupt the movement of products through our supply chain or increase their cost. In addition, while we may be able to shift our sourcing options, executing such a shift would be time consuming and would be difficult or impracticable for many products and may result in an increase in our manufacturing costs. The adoption and expansion of trade restrictions, retaliatory tariffs, or other governmental action related to tariffs or international trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and/or the U.S. economy, which in turn could adversely impact our results of operations and business.

37


MACY'S, INC.

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 second quarter of 2019.
 
Total
Number
of Shares
Purchased
 
Average
Price Paid
per Share ($)
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
 
Maximum Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (1)($)
 
(thousands)
 
 
 
(thousands)
 
(millions)
May 5, 2019 – June 1, 2019

 

 

 
1,716

June 2, 2019 – July 6, 2019

 

 

 
1,716

July 7, 2019 – August 3, 2019

 

 

 
1,716

 

 

 

 
 
 ___________________
(1)
Commencing in January 2000, the Company's Board of Directors has from time to time approved authorizations to purchase, in the aggregate, up to $18 billion of Common Stock as of August 3, 2019. All authorizations are cumulative and do not have an expiration date. As of August 3, 2019, $1,716 million of authorization remained unused. The Company may continue, discontinue or 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.


38


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;
the success of the Company’s operational decisions, such as product sourcing, merchandise mix and pricing, and marketing, and strategic initiatives, such as Growth stores, Backstage on-mall off-price business, and vendor direct expansion;
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;
competitive pressures from department stores, specialty stores, general merchandise stores, manufacturers’ outlets, off-price and discount stores, and all other retail channels, including the Internet, catalogs and television;
the Company’s ability to remain competitive and relevant as consumers’ shopping behaviors migrate to other shopping channels and to maintain its brand and reputation;
possible systems 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;
the cost of employee benefits as well as attracting and retaining quality employees;
transactions and strategy involving the Company's real estate portfolio;
the seasonal nature of the Company's business;
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;
possible 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;
changes in relationships with vendors and other product and service providers;
currency, interest and exchange rates and other capital market, economic and geo-political conditions;
unstable political conditions, civil unrest, terrorist activities and armed conflicts;
the possible inability of the Company's manufacturers or transporters to deliver products in a timely manner or meet the Company's quality standards;
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; and
duties, taxes, other charges and quotas on imports.
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" in this report and 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 expressed in or implied by such forward-looking statements.


39


MACY'S, INC.

Item 6.
Exhibits.

 
 
 
10.1
 
 
 
 
10.2
 
 
 
 
31.1
 
 
 
 
31.2
 
 
 
 
32.1
 
 
 
 
32.2
 
 
 
 
101
 
The following financial statements from Macy's, Inc.'s Quarterly Report on Form 10-Q for the quarter ended August 3, 2019, filed on August 30, 2019, are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Changes in Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.
104
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


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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.
 
 
 
 
By:
/s/    ELISA D. GARCIA        
 
 
Elisa D. Garcia
Executive Vice President, Chief Legal Officer and Secretary
 
 
 
 
By:
/s/    FELICIA WILLIAMS
 
 
Felicia Williams
Senior Vice President, Controller and Enterprise Risk Officer
(Principal Accounting Officer)
Date: August 30, 2019

 


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