UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended ~~October 28, 2017~~November 3, 2018


o	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



Incorporated in Delaware		I.R.S. Employer Identification No.
		13-3324058

7 West Seventh Street

Cincinnati, Ohio 45202

(513) 579-7000

and

151 West 34th Street

New York, New York 10001

(212) 494-1602

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 ý No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ý	Accelerated filer o	Non-accelerated filer o~~(Do not check if a smaller reporting company)~~	Smaller reporting company o	Emerging growth company o

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 ~~November 25, 2017~~December 1, 2018
Common Stock, $0.01 par value per share		~~304,566,377~~307,467,240 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						39 Weeks Ended						13 Weeks Ended						39 Weeks Ended
	October 28, 2017			October 29, 2016			October 28, 2017			October 29, 2016			November 3, 2018			October 28, 2017			November 3, 2018			October 28, 2017
Net sales	$	5,281		$	5,626		$	16,171		$	17,263		$	5,404		$	5,281		$	16,516		$	16,267
Credit card revenues, net													185			145			528			473

Cost of sales	(3,175		)	(3,386		)	(9,794		)	(10,370		)	(3,226		)	(3,152		)	(9,927		)	(9,858		)
Gross margin	2,106			2,240			6,377			6,893
Selling, general and administrative expenses	(1,995		)	(2,112		)	(5,853		)	(6,139		)	(2,255		)	(2,188		)	(6,501		)	(6,406		)
Gains on sale of real estate	65			41			176			76			42			65			111			176
Impairments, restructuring and other costs	(33		)	—			(33		)	(249		)
Impairment, restructuring and other costs													(3		)	(33		)	(39		)	(33		)
Operating income													147			118			688			619
Benefit plan income, net													9			15			31			42
Settlement charges	(22		)	(62		)	(73		)	(81		)	(23		)	(22		)	(73		)	(73		)
Operating income	121			107			594			500
Interest expense	(76		)	(82		)	(244		)	(279		)	(64		)	(76		)	(204		)	(244		)
Net premiums on early retirement of debt	—			—			(1		)	—
Losses on early retirement of debt													—			—			(5		)	(1		)
Interest income	2			1			7			3			5			2			17			7
Income before income taxes	47			26			356			224			74			37			454			350
Federal, state and local income tax expense	(13		)	(11		)	(140		)	(85		)	(12		)	(10		)	(96		)	(138		)
Net income	34			15			216			139			62			27			358			212
Net loss attributable to noncontrolling interest	2			2			6			5			—			3			10			7
Net income attributable to Macy's, Inc. shareholders	$	36		$	17		$	222		$	144		$	62		$	30		$	368		$	219
Basic earnings per share attributable to Macy's, Inc. shareholders	$	.12		$	.05		$	.73		$	.46		$	0.20		$	0.10		$	1.20		$	0.72
Diluted earnings per share attributable to Macy's, Inc. shareholders	$	.12		$	.05		$	.73		$	.46		$	0.20		$	0.10		$	1.18		$	0.71

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

MACY’S, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(millions)



	13 Weeks Ended						39 Weeks Ended						13 Weeks Ended						39 Weeks Ended
	October 28, 2017			October 29, 2016			October 28, 2017			October 29, 2016			November 3, 2018			October 28, 2017			November 3, 2018			October 28, 2017
Net income	$	34		$	15		$	216		$	139		$	62		$	27		$	358		$	212
Other comprehensive income (loss):
Actuarial gain (loss) on post employment and postretirement benefit plans, before tax	10			3			57			(74		)	(164		)	10			(194		)	57
Settlement charges included in net income, before tax	22			62			73			81
Amortization of net actuarial loss on post employment and postretirement benefit plans included in net income, before tax	8			9			26			26
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			8			25			26
Settlement charges, before tax													23			22			73			73
Tax effect related to items of other comprehensive income (loss)	(15		)	(29		)	(60		)	(13		)	35			(15		)	24			(60		)
Total other comprehensive income, net of tax effect	25			45			96			20
Comprehensive income	59			60			312			159
Total other comprehensive income (loss), net of tax effect													(99		)	25			(72		)	96
Comprehensive income (loss)													(37		)	52			286			308
Comprehensive loss attributable to noncontrolling interest	2			2			6			5			—			3			10			7
Comprehensive income attributable to Macy's, Inc. shareholders	$	61		$	62		$	318		$	164
Comprehensive income (loss) attributable to Macy's, Inc. shareholders													$	(37	)	$	55		$	296		$	315

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

MACY’S, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(millions)



	October 28, 2017			January 28, 2017			October 29, 2016		November 3, 2018			February 3, 2018			October 28, 2017
ASSETS
Current Assets:
Cash and cash equivalents	$	534		$	1,297		$	457	$	736		$	1,455		$	534
Receivables	219			522			262		180			363			219
Merchandise inventories	7,065			5,399			7,587		7,147			5,178			7,065
Income tax receivable	—			—			60		10			—			—
Prepaid expenses and other current assets	432			408			454		594			650			610
Total Current Assets	8,250			7,626			8,820		8,667			7,646			8,428
Property and Equipment - net of accumulated depreciation and amortization of $5,330, $4,856 and $5,625	6,742			7,017			7,149
Property and Equipment - net of accumulated depreciation and amortization of $5,084, $4,610 and $5,330									6,572			6,672			6,742
Goodwill	3,897			3,897			3,897		3,908			3,897			3,897
Other Intangible Assets – net	491			498			499		481			488			491
Other Assets	835			813			909		733			880			835
Total Assets	$	20,215		$	19,851		$	21,274	$	20,361		$	19,583		$	20,393
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	22		$	309		$	938	$	65		$	22		$	22
Merchandise accounts payable	3,173			1,423			3,375		3,381			1,590			3,173
Accounts payable and accrued liabilities	3,162			3,563			2,930		2,998			3,271			3,257
Income taxes	34			352			—		—			296			34
Total Current Liabilities	6,391			5,647			7,243		6,444			5,179			6,486
Long-Term Debt	6,297			6,562			6,563		5,469			5,861			6,297
Deferred Income Taxes	1,553			1,443			1,548		1,185			1,148			1,586
Other Liabilities	1,750			1,877			2,129		1,618			1,662			1,750
Shareholders' Equity:
Macy's, Inc.	4,231			4,323			3,789		5,667			5,745			4,282
Noncontrolling interest	(7		)	(1		)	2		(22		)	(12		)	(8		)
Total Shareholders’ Equity	4,224			4,322			3,791		5,645			5,733			4,274
Total Liabilities and Shareholders’ Equity	$	20,215		$	19,851		$	21,274	$	20,361		$	19,583		$	20,393

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

MACY’S, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(millions)



	39 Weeks Ended						39 Weeks Ended
	October 28, 2017			October 29, 2016			November 3, 2018			October 28, 2017
Cash flows from operating activities:
Net income	$	216		$	139		$	358		$	212
Adjustments to reconcile net income to net cash provided by operating activities:
Impairments, restructuring and other costs	33			249
Impairment, restructuring and other costs							39			33
Settlement charges	73			81			73			73
Depreciation and amortization	741			787			718			741
Stock-based compensation expense	46			56			48			46
Gains on sale of real estate	(176		)	(76		)	(111		)	(176		)
Amortization of financing costs and premium on acquired debt	(10		)	(14		)	(5		)	(10		)
Changes in assets and liabilities:
Decrease in receivables	274			237			163			274
Increase in merchandise inventories	(1,665		)	(2,081		)	(1,969		)	(1,665		)
Increase in prepaid expenses and other current assets	(20		)	(37		)
Decrease in prepaid expenses and other current assets							16			34
Increase in merchandise accounts payable	1,630			1,665			1,664			1,630
Decrease in accounts payable, accrued liabilities and other items not separately identified	(375		)	(380		)	(196		)	(412		)
Decrease in current income taxes	(318		)	(287		)	(301		)	(321		)
Increase in deferred income taxes	49			45			62			47
Change in other assets and liabilities not separately identified	(109		)	(76		)	(130		)	(107		)
Net cash provided by operating activities	389			308			429			399
Cash flows from investing activities:
Purchase of property and equipment	(359		)	(451		)	(468		)	(359		)
Capitalized software	(191		)	(230		)
Additions to capitalized software							(209		)	(191		)
Disposition of property and equipment	212			138			121			212
Other, net	(8		)	52			7			9
Net cash used by investing activities	(346		)	(491		)	(549		)	(329		)
Cash flows from financing activities:
Debt issued	—			51
Financing costs	(1		)	(3		)
Debt repaid	(554		)	(174		)	(361		)	(564		)
Dividends paid	(346		)	(344		)	(347		)	(346		)
Increase in outstanding checks	80			193			44			80
Acquisition of treasury stock	(1		)	(230		)	—			(1		)
Issuance of common stock	3			31			41			3
Proceeds from noncontrolling interest	13			7			7			12
Net cash used by financing activities	(806		)	(469		)	(616		)	(816		)
Net decrease in cash and cash equivalents	(763		)	(652		)
Cash and cash equivalents beginning of period	1,297			1,109
Cash and cash equivalents end of period	$	534		$	457
Net decrease in cash, cash equivalents and restricted cash							(736		)	(746		)
Cash, cash equivalents and restricted cash beginning of period							1,513			1,334
Cash, cash equivalents and restricted cash end of period							$	777		$	588
Supplemental cash flow information:
Interest paid	$	251		$	279		$	213		$	251
Interest received	7			3			17			7
Income taxes paid (net of refunds received)	412			308			335			412

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

MACY’S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. 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 ~~children's)~~kids), cosmetics, home furnishings and other consumer goods. The ~~Company's operations are conducted through~~Company operates approximately ~~860~~ ~~Macy's, Macy's Backstage, Bloomingdale's, Bloomingdale's The Outlet and bluemercury~~870 stores in 4544 states, the District of Columbia, Guam and Puerto ~~Rico, as well as macys.com, bloomingdales.com~~Rico. As of November 3, 2018, the Company's operations were conducted through Macy's, Bloomingdale's, Bloomingdale's The Outlet, Macy's Backstage, bluemercury and ~~bluemercury.com. In addition,~~ STORY.

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 ~~January 28, 2017~~February 3, 2018 (the ~~"2016~~"2017 10-K"). The accompanying Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto in the ~~2016~~2017 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 39 weeks ended ~~October 28, 2017~~November 3, 2018 and October ~~29, 2016~~28, 2017, 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 39 weeks ended November 3, 2018 and October 28, 2017 ~~and~~ ~~October 29, 2016~~ (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.~~years and adoption of new accounting standards as discussed in more detail below.

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 39 weeks ended ~~October 28, 2017~~November 3, 2018 and October ~~29, 2016~~28, 2017 relate to post employment and postretirement plan items. Settlement charges incurred are included as a separate component of ~~operating expenses~~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 ~~selling, general and administrative expenses~~benefit plan income, net on the Consolidated Statements of Income. See Note 4, "Benefit Plans," for further information.

~~Newly Adopted Accounting Pronouncements~~Net sales

Revenue is recognized when customers obtain control of goods and services promised by the Company. The ~~Company adopted Accounting Standards Update ("ASU") No. 2016-09,~~ ~~Improvements~~amount of revenue recognized is based on the amount that reflects the consideration that is expected to ~~Employee Share-Based Payment Accounting, effective January 29, 2017. This standard was issued to simplify several aspects of~~be received in exchange for those respective goods and services. The Company's revenue generating activities include the accounting for share-based payment awards, including the income tax consequences, financial statement classification and forfeiture considerations of such awards. Upon adoption, the Company began to recognize, on a prospective basis, all excess tax benefits and tax deficiencies as income tax benefit or expense, respectively, in its Consolidated Statements of Income. For awards that were exercised, vested or expired during the 39 weeks ended October 28, 2017, approximately $12 million of additional income tax expense associated with net tax deficiencies was recognized. Additionally, these net tax deficiencies have been classified as an operating activityfollowing:

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

~~along with other~~Retail Sales

Retail sales include merchandise sales, licensed department income, ~~tax cash flows in~~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 ~~Consolidated Statements~~time of ~~Cash Flows.~~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 ~~adopt such presentation~~present sales taxes on a ~~prospective basis.~~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 39 weeks ended November 3, 2018 and October 28, 2017, Macy's accounted for 88% of the Company's net sales. Disaggregation of the Company's net sales by family of business for the 13 and 39 weeks ended November 3, 2018 and October 28, 2017 were as follows:



	13 Weeks Ended				39 Weeks Ended
Net sales by family of business	November 3, 2018		October 28, 2017		November 3, 2018		October 28, 2017
	(millions)
Women's Accessories, Intimate Apparel, Shoes, Cosmetics and Fragrances	$	2,010	$	1,989	$	6,221	$	6,122
Women's Apparel	1,264		1,247		3,969		3,989
Men's and Kids	1,243		1,184		3,702		3,558
Home/Other (a)	887		861		2,624		2,598
Total	$	5,404	$	5,281	$	16,516	$	16,267

(a) Other primarily includes restaurant sales, certain loyalty program income 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 $265 million, $291 million and $260 million as of November 3, 2018, February 3, 2018 and October 28, 2017, respectively. Included in prepaid expenses and other current assets is an asset totaling $180 million, $201 million and $178 million as of November 3, 2018, February 3, 2018 and October 28, 2017, 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.

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 $711 million, $894 million and $707 million as of November 3, 2018, February 3, 2018 and October 28, 2017, 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

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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.

Newly Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which established principles to report useful information to financial statements users about the nature, timing and uncertainty of revenue from contracts with customers. ASU No. 2014-09 along with various related amendments comprise ASC Topic 606, Revenue from Contracts with Customers, and provide guidance that is applicable to all contracts with customers regardless of industry-specific or transaction-specific fact patterns. The new standard and its related updates were adopted by the Company on February 4, 2018. On the effective date, the Company elected to apply the new guidance retrospectively to each prior period presented which resulted in an increase to retained earnings of $72 million and $54 million at the beginning of fiscal 2018 and fiscal 2017, respectively.

Overall, the new standard did not have a material impact on the results of the Company's operations or consolidated statements of financial position, but impacted the presentation and timing of certain revenue transactions. Specifically, the changes included gross presentation of the Company's estimates for future sales returns and related recoverable assets, presenting income from credit operations, gift card breakage income, and certain loyalty program income as separate components of revenue and recognizing gift card breakage revenue over the period of redemption for gift cards associated with certain returns. The Company's evaluation of the new standards included a review of certain vendor arrangements to determine whether the Company acts as principal or agent in such arrangements and such evaluation did not result in any material changes in gross versus net presentation as a result of the adoption of the new standards.

In March 2017, the FASB issued ASU No. 2017-07, Compensation-Retirement Benefits (ASC Topic 715), which requires employers to disaggregate the service cost component from other components of net periodic benefit costs and to disclose the amounts of net periodic benefit costs that are included in each income statement line item. The standard requires employers to report the service cost component in the same line item as other compensation costs and to report the other components of net periodic benefit costs (which include interest costs, expected return on plan assets, amortization of prior service cost or credits and actuarial gains and losses) separately and outside a subtotal of operating income. The Company adopted this standard effective February 4, 2018 on a retrospective basis to each prior period presented and has recognized its net periodic benefit costs, excluding service costs, in benefit plan income, net on its Consolidated Statements of Income.

In 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (ASC Topic 230): Restricted Cash, and ASU No. 2016-15, Statement of Cash Flows (ASC Topic 230): Classification of Certain Cash Receipts and Cash Payments. These standards were issued to resolve numerous diversities in practice with regard to the presentation and classification of certain cash receipts and payments in the statement of cash flows. The standards were effective for the Company on February 4, 2018, and were adopted using a retrospective transition method to each prior period presented. As a result of these standards, the Company included its beginning-of-period restricted cash balances of $58 million and end-of-period restricted cash balances of $41 million when reconciling the Consolidated Statement of Cash Flow movement for the 39 weeks ended November 3, 2018. Similarly, for the 39 weeks ended October 28, 2017, the Company included its beginning-of-period restricted cash balances of $37 million and end-of-period restricted cash balances of $54 million. In addition to these changes, the Company changed the classification of $10 million of cash payments for the prepayment of debt from an operating outflow to a financing outflow for the 39 weeks ended October 28, 2017.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows for stranded tax effects in accumulated other comprehensive income resulting from H.R. 1, originally known as the “Tax Cuts and Jobs Act,” to be reclassified to retained earnings. The Company early adopted this standard during the first quarter of 2018 and, as a result, reclassified $164 million of stranded tax effects to retained earnings.

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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										13 Weeks Ended
	October 28, 2017					October 29, 2016					November 3, 2018					October 28, 2017
	Net Income				Shares	Net Income				Shares	Net Income				Shares	Net Income				Shares
	(millions, except per share data)										(millions, except per share data)
Net income attributable to Macy's, Inc. shareholders and average number of shares outstanding	$	36			304.6	$	17			307.5	$	62			307.2	$	30			304.6
Shares to be issued under deferred compensation and other plans					0.9					0.9					0.9					0.9
	$	36			305.5	$	17			308.4	$	62			308.1	$	30			305.5
Basic earnings per share attributable to Macy's, Inc. shareholders			$	.12				$	.05				$	0.20				$	0.10
Effect of dilutive securities:
Stock options, restricted stock and restricted stock units					1.0					2.2					4.1					1.0
	$	36			306.5	$	17			310.6	$	62			312.2	$	30			306.5
Diluted earnings per share attributable to Macy's, Inc. shareholders			$	.12				$	.05				$	0.20				$	0.10


	39 Weeks Ended										39 Weeks Ended
	October 28, 2017					October 29, 2016					November 3, 2018					October 28, 2017
	Net Income				Shares	Net Income				Shares	Net Income				Shares	Net Income				Shares
	(millions, except per share data)										(millions, except per share data)
Net income attributable to Macy's, Inc. shareholders and average number of shares outstanding	$	222			304.5	$	144			308.6	$	368			306.6	$	219			304.5
Shares to be issued under deferred compensation and other plans					0.8					0.9					0.9					0.8
	$	222			305.3	$	144			309.5	$	368			307.5	$	219			305.3
Basic earnings per share attributable to Macy's, Inc. shareholders			$	.73				$	.46				$	1.20				$	0.72
Effect of dilutive securities:
Stock options, restricted stock and restricted stock units					1.3					2.3					3.7					1.3
	$	222			306.6	$	144			311.8	$	368			311.2	$	219			306.6
Diluted earnings per share attributable to Macy's, Inc. shareholders			$	.73				$	.46				$	1.18				$	0.71

~~For~~In addition to the 13stock options and ~~39 weeks ended October 28, 2017,~~restricted stock units reflected in the foregoing tables, stock options to purchase 12.7 million shares of common stock and restricted stock units relating to 1.4 million shares of common stock were outstanding at November 3, 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.

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 1.2 million shares of common stock were outstanding at October 28, 2017, 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.

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

~~For the 13 and 39 weeks ended October 29, 2016, in addition to the stock options and restricted stock units reflected in the foregoing tables, stock options to purchase~~ ~~15.7 million~~ ~~shares of common stock and restricted stock units relating to~~ ~~0.7 million~~ ~~shares of common stock were outstanding at~~ ~~October 29, 2016, 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.~~

3. Financing Activities

The following table shows the detail of debt repayments:


	39 Weeks Ended				39 Weeks Ended
	October 28, 2017		October 29, 2016		November 3, 2018		October 28, 2017
	(millions)				(millions)
7.45% Senior debentures due 2017	$	300	$	—	$	—	$	300
7.875% Senior debentures due 2036	—		108
6.9% Senior debentures due 2029					90		3
4.5% Senior notes due 2034					80		—
6.7% Senior notes due 2028					60		3
6.375% Senior notes due 2037	135		—		43		135
7.45% Senior debentures due 2016	—		59
6.7% Senior debentures due 2034					28		28
7.0% Senior debentures due 2028					27		2
6.65% Senior debentures due 2024					11		4
6.9% Senior debentures due 2032	72		—		5		72
6.7% Senior debentures due 2034	28		—
6.65% Senior debentures due 2024	4		—
6.9% Senior debentures due 2029	3		—
6.7% Senior debentures due 2028	3		—
7.0% Senior debentures due 2028	2		—
9.5% amortizing debentures due 2021	4		4
9.75% amortizing debentures due 2021	2		2
9.5% Amortizing debentures due 2021					4		4
9.75% Amortizing debentures due 2021					2		2
Capital leases and other obligations	1		1		1		1
	$	554	$	174	$	351	$	554

During the 39 weeks ended ~~October 28, 2017,~~November 3, 2018, the Company ~~repaid, at maturity, $300~~repurchased $344 million face value of ~~7.45%~~ senior ~~debentures due July 2017.~~notes and debentures. The debt repurchases were made in the open market for a total cost of $354 million, including expenses and other fees related to the transactions. Such repurchases resulted in the recognition of expense of $5 million during the 39 weeks ended November 3, 2018 presented as losses on early retirement of debt on the Consolidated Statements of Income.

During the 39 weeks ended October 28, 2017, the Company repurchased $247 million face value of senior notes and debentures. The debt repurchases were made in the open market for a total ~~cash~~ cost of $257 million, including expenses and other fees related to the transactions. Such repurchases resulted in the recognition of expense of $1 million during the 39 weeks ended October 28, 2017 presented as ~~net premiums~~losses on early retirement of debt on the Consolidated Statements of Income.

During the 39 weeks ended October 28, 2017, the Company also repaid, at maturity, $300 million of 7.45% Senior debentures due July 2017.

On November ~~27, 2017,~~28, 2018, the Company commenced a cash tender offer ("tender offer") to purchase up to ~~$400~~$600 million in aggregate principal amount of certain senior unsecured notes and debentures, with stated interest rates ranging from ~~6.375%~~2.875% to ~~10.25%~~8.75% and maturities ranging from fiscal years ~~2021~~2023 to ~~2037.~~2042. The tender offer expires on December ~~22, 2017,~~26, 2018, with an early tender date on December 8, 2017. The Company expects to record the redemption premium and other costs related to these repurchases as net premiums on early retirement of debt on the Consolidated Statements of Income during the fourth quarter of 2017.11, 2018.

4. 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.

~~MACY'S, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~(Unaudited)~~

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.

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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						39 Weeks Ended						13 Weeks Ended						39 Weeks Ended
	October 28, 2017			October 29, 2016			October 28, 2017			October 29, 2016			November 3, 2018			October 28, 2017			November 3, 2018			October 28, 2017
	(millions)						(millions)						(millions)						(millions)
401(k) Qualified Defined Contribution Plan	$	20		$	22		$	65		$	71		$	24		$	20		$	71		$	65

Non-Qualified Defined Contribution Plan	$	—		$	—		$	—		$	1		$	—		$	—		$	1		$	—

Pension Plan
Service cost	$	1		$	1		$	4		$	3		$	1		$	1		$	4		$	4
Interest cost	25			27			79			83			28			25			81			79
Expected return on assets	(55		)	(56		)	(168		)	(170		)	(51		)	(55		)	(157		)	(168		)
Recognition of net actuarial loss	8			7			24			22			7			8			23			24
Amortization of prior service credit	—			—			—			—			—			—			—			—
	$	(21	)	$	(21	)	$	(61	)	$	(62	)	$	(15	)	$	(21	)	$	(49	)	$	(61	)
Supplementary Retirement Plan
Service cost	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Interest cost	5			5			16			17			6			6			17			17
Recognition of net actuarial loss	2			3			6			7			2			2			6			6
Amortization of prior service cost	—			—			—			—			—			—			—			—
	$	7		$	8		$	22		$	24		$	8		$	8		$	23		$	23

Total Retirement Expense	$	6		$	9		$	26		$	34		$	17		$	7		$	46		$	27

Postretirement Obligations
Service cost	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Interest cost	1			1			4			4			1			1			3			4
Recognition of net actuarial gain	(2		)	(1		)	(4		)	(3		)	(2		)	(2		)	(4		)	(4		)
Amortization of prior service cost	—			—			—			—
Amortization of prior service credit													—			—			—			—
	$	(1	)	$	—		$	—		$	1		$	(1	)	$	(1	)	$	(1	)	$	—

~~During~~For the 13 and 39 weeks ended November 3, 2018, the Company incurred non-cash settlement charges of $23 million and $73 million, respectively, related to the Company's defined benefit plans. For the 13 and 39 weeks ended October 28, 2017, the Company incurred non-cash settlement charges of $22 million and $73 million, respectively, of non-cash settlement charges relating to the Company's defined benefit plans. During the 13 and 39 weeks ended October 29, 2016, the Company also incurred $62 million and $81 million, respectively, of non-cash settlement charges relating to the Company's defined benefit plans.respectively. These charges relate to the pro-rata recognition of net actuarial losses ~~associated with the Company's defined benefit plans~~ and are athe result of an increase in lump sum distributions primarily associated with ~~a voluntary separation program, organizational~~retiree distribution elections and restructuring ~~and store closings, in addition to periodic distribution~~ activity.

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

5. 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:

October 28, 2017 October 29, 2016
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 $ 100
$ 23
$ 77
$ —
$ 127
$ 19
$ 108
$ —



	November 3, 2018								October 28, 2017
			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	$	96	$	26	$	70	$	—	$	100	$	23	$	77	$	—

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:~~debt, excluding capital leases and other obligations:

October 28, 2017 October 29, 2016

Notional
Amount

Carrying
Amount

Fair
Value

Notional
Amount

Carrying
Amount

Fair
Value
(millions)
Long-term debt $ 6,206
$ 6,297
$ 5,908
$ 6,459
$ 6,536
$ 6,749



	November 3, 2018						October 28, 2017
	Notional Amount		Carrying Amount		Fair Value		Notional Amount		Carrying Amount		Fair Value
	(millions)
Long-term debt	$	5,420	$	5,444	$	5,170	$	6,206	$	6,271	$	5,908

6. 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 its majority-owned subsidiary 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 39 weeks ended November 3, 2018 and October 28, 2017, ~~and October 29, 2016,~~ Condensed Consolidating Balance Sheets as of November 3, 2018, October 28, 2017 ~~October 29, 2016~~ and ~~January 28, 2017,~~February 3, 2018, and the related Condensed Consolidating Statements of Cash Flows for the 39 weeks ended November 3, 2018 and October 28, 2017 ~~and October 29, 2016~~ are presented on the following pages.

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income

For the 13 Weeks Ended ~~October 28, 2017~~November 3, 2018

(millions)


	Parent		Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated			Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—	$	2,077		$	5,861		$	(2,657	)	$	5,281		$	—		$	2,030		$	6,185		$	(2,811	)	$	5,404
Credit card revenues, net															—			—			185			—			185

Cost of sales	—		(1,391		)	(4,441		)	2,657			(3,175		)	—			(1,266		)	(4,771		)	2,811			(3,226		)
Gross margin	—		686			1,420			—			2,106
Selling, general and administrative expenses	—		(813		)	(1,182		)	—			(1,995		)	—			(883		)	(1,372		)	—			(2,255		)
Gains on sale of real estate	—		24			41			—			65			—			41			1			—			42
Restructuring and other costs	—		(1		)	(32		)	—			(33		)	—			—			(3		)	—			(3		)
Operating income (loss)															—			(78		)	225			—			147
Benefit plan income, net															—			3			6			—			9
Settlement charges	—		(8		)	(14		)	—			(22		)	—			(8		)	(15		)	—			(23		)
Operating income (loss)	—		(112		)	233			—			121
Interest (expense) income, net:
External	1		(76		)	1			—			(74		)	4			(64		)	1			—			(59		)
Intercompany	—		(34		)	34			—			—			—			(18		)	18			—			—
Equity in earnings (loss) of subsidiaries	35		(61		)	—			26			—			59			(58		)	—			(1		)	—
Income (loss) before income taxes	36		(283		)	268			26			47			63			(223		)	235			(1		)	74
Federal, state and local income tax benefit (expense)	—		59			(72		)	—			(13		)	(1		)	57			(68		)	—			(12		)
Net income (loss)	36		(224		)	196			26			34			62			(166		)	167			(1		)	62
Net loss attributable to noncontrolling interest	—		—			2			—			2			—			—			—			—			—
Net income (loss) attributable to Macy's, Inc. shareholders	$	36	$	(224	)	$	198		$	26		$	36		$	62		$	(166	)	$	167		$	(1	)	$	62
Comprehensive income (loss)	$	61	$	(201	)	$	212		$	(13	)	$	59		$	(37	)	$	(257	)	$	106		$	151		$	(37	)
Comprehensive loss attributable to noncontrolling interest	—		—			2			—			2			—			—			—			—			—
Comprehensive income (loss) attributable to Macy's, Inc. shareholders	$	61	$	(201	)	$	214		$	(13	)	$	61		$	(37	)	$	(257	)	$	106		$	151		$	(37	)

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income

For the 13 Weeks Ended October ~~29, 2016~~

~~(millions)~~

Parent
Subsidiary
Issuer

Other
Subsidiaries

Consolidating
Adjustments
Consolidated
Net sales $ —
$ 2,376
$ 6,183
$ (2,933 ) $ 5,626
Cost of sales —
(1,577 ) (4,742 ) 2,933
(3,386 )
Gross margin —
799
1,441
—
2,240
Selling, general and administrative expenses (1 ) (950 ) (1,161 ) —
(2,112 )
Gains on sale of real estate —
41
—
—
41
Settlement charges —
(24 ) (38 ) —
(62 )
Operating income (loss) (1 ) (134 ) 242
—
107
Interest (expense) income, net:
External 1
(82 ) —
—
(81 )
Intercompany —
(51 ) 51
—
—
Equity in earnings (loss) of subsidiaries 17
(101 ) —
84
—
Income (loss) before income taxes 17
(368 ) 293
84
26
Federal, state and local income
tax benefit (expense) —
68
(79 ) —
(11 )
Net income (loss) 17
(300 ) 214
84
15
Net loss attributable to noncontrolling interest —
—
2
—
2
Net income (loss) attributable to
Macy's, Inc. shareholders $ 17
$ (300 ) $ 216
$ 84
$ 17
Comprehensive income (loss) $ 62
$ (255 ) $ 241
$ 12
$ 60
Comprehensive loss attributable to
noncontrolling interest —
—
2
—
2
Comprehensive income (loss) attributable to
Macy's, Inc. shareholders $ 62
$ (255 ) $ 243
$ 12
$ 62

~~MACY'S, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~(Unaudited)~~

~~Condensed Consolidating Statement of Comprehensive Income~~

~~For the 39 weeks ended October~~ 28, 2017

(millions)


	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated			Parent		Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	6,319		$	15,727		$	(5,875	)	$	16,171		$	—	$	2,073		$	5,865		$	(2,657	)	$	5,281
Credit card revenues, net																—		—			145			—			145

Cost of sales	—			(4,126		)	(11,543		)	5,875			(9,794		)	—		(1,382		)	(4,427		)	2,657			(3,152		)
Gross margin	—			2,193			4,184			—			6,377
Selling, general and administrative expenses	(1		)	(2,430		)	(3,422		)	—			(5,853		)	—		(834		)	(1,354		)	—			(2,188		)
Gains on sale of real estate	—			116			60			—			176			—		24			41			—			65
Restructuring and other costs	—			(1		)	(32		)	—			(33		)	—		(1		)	(32		)	—			(33		)
Operating income (loss)																—		(120		)	238			—			118
Benefit plan income, net																—		6			9			—			15
Settlement charges	—			(24		)	(49		)	—			(73		)	—		(8		)	(14		)	—			(22		)
Operating income (loss)	(1		)	(146		)	741			—			594
Interest (expense) income, net:
External	4			(243		)	2			—			(237		)	1		(76		)	1			—			(74		)
Intercompany	—			(102		)	102			—			—			—		(34		)	34			—			—
Net premiums on early retirement of debt	—			(1		)	—			—			(1		)
Equity in earnings (loss) of subsidiaries	220			(30		)	—			(190		)	—			29		(57		)	—			28			—
Income (loss) before income taxes	223			(522		)	845			(190		)	356			30		(289		)	268			28			37
Federal, state and local income tax benefit (expense)	(1		)	142			(281		)	—			(140		)	—		59			(69		)	—			(10		)
Net income (loss)	222			(380		)	564			(190		)	216			30		(230		)	199			28			27
Net loss attributable to noncontrolling interest	—			—			6			—			6			—		—			3			—			3
Net income (loss) attributable to Macy's, Inc. shareholders	$	222		$	(380	)	$	570		$	(190	)	$	222		$	30	$	(230	)	$	202		$	28		$	30
Comprehensive income (loss)	$	318		$	(290	)	$	627		$	(343	)	$	312		$	55	$	(207	)	$	215		$	(11	)	$	52
Comprehensive loss attributable to noncontrolling interest	—			—			6			—			6			—		—			3			—			3
Comprehensive income (loss) attributable to Macy's, Inc. shareholders	$	318		$	(290	)	$	633		$	(343	)	$	318		$	55	$	(207	)	$	218		$	(11	)	$	55

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income

For the 39 ~~weeks endedOctober 29, 2016~~Weeks Ended November 3, 2018

(millions)


	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated			Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	7,324		$	16,546		$	(6,607	)	$	17,263		$	—		$	6,110		$	16,462		$	(6,056	)	$	16,516
Credit card revenues (expense), net																—			(3		)	531			—			528

Cost of sales	—			(4,704		)	(12,273		)	6,607			(10,370		)	—			(3,857		)	(12,126		)	6,056			(9,927		)
Gross margin	—			2,620			4,273			—			6,893
Selling, general and administrative expenses	(2		)	(2,803		)	(3,334		)	—			(6,139		)	—			(2,522		)	(3,979		)	—			(6,501		)
Gains on sale of real estate	—			71			5			—			76			—			83			28			—			111
Impairments and other costs	—			(184		)	(65		)	—			(249		)
Impairment, restructuring and other costs																—			—			(39		)	—			(39		)
Operating income (loss)																—			(189		)	877			—			688
Benefit plan income, net																—			12			19			—			31
Settlement charges	—			(29		)	(52		)	—			(81		)	(5		)	(24		)	(44		)	—			(73		)
Operating income (loss)	(2		)	(325		)	827			—			500
Interest (expense) income, net:
External	2			(278		)	—			—			(276		)	13			(203		)	3			—			(187		)
Intercompany	—			(166		)	166			—			—			—			(54		)	54			—			—
Equity in earnings (loss) of subsidiaries	144			(69		)	—			(75		)	—
Losses on early retirement of debt																—			(5		)	—			—			(5		)
Equity in earnings of subsidiaries																362			51			—			(413		)	—
Income (loss) before income taxes	144			(838		)	993			(75		)	224			370			(412		)	909			(413		)	454
Federal, state and local income tax benefit (expense)	—			243			(328		)	—			(85		)	(2		)	123			(217		)	—			(96		)
Net income (loss)	144			(595		)	665			(75		)	139			368			(289		)	692			(413		)	358
Net loss attributable to noncontrolling interest	—			—			5			—			5			—			—			10			—			10
Net income (loss) attributable to Macy's, Inc. shareholders	$	144		$	(595	)	$	670		$	(75	)	$	144		$	368		$	(289	)	$	702		$	(413	)	$	368
Comprehensive income (loss)	$	164		$	(575	)	$	677		$	(107	)	$	159		$	296		$	(357	)	$	646		$	(299	)	$	286
Comprehensive loss attributable to noncontrolling interest	—			—			5			—			5			—			—			10			—			10
Comprehensive income (loss) attributable to Macy's, Inc. shareholders	$	164		$	(575	)	$	682		$	(107	)	$	164		$	296		$	(357	)	$	656		$	(299	)	$	296

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income

For the 39 Weeks EndedOctober 28, 2017

(millions)



	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	6,358		$	15,784		$	(5,875	)	$	16,267
Credit card revenues (expense), net	—			(2		)	475			—			473

Cost of sales	—			(4,160		)	(11,573		)	5,875			(9,858		)
Selling, general and administrative expenses	(1		)	(2,458		)	(3,947		)	—			(6,406		)
Gains on sale of real estate	—			116			60			—			176
Restructuring and other costs	—			(1		)	(32		)	—			(33		)
Operating income (loss)	(1		)	(147		)	767			—			619
Benefit plan income, net	—			16			26			—			42
Settlement charges	—			(24		)	(49		)	—			(73		)
Interest (expense) income, net:
External	4			(243		)	2			—			(237		)
Intercompany	—			(102		)	102			—			—
Losses on early retirement of debt	—			(1		)	—			—			(1		)
Equity in earnings (loss) of subsidiaries	217			(26		)	—			(191		)	—
Income (loss) before income taxes	220			(527		)	848			(191		)	350
Federal, state and local income tax benefit (expense)	(1		)	142			(279		)	—			(138		)
Net income (loss)	219			(385		)	569			(191		)	212
Net loss attributable to noncontrolling interest	—			—			7			—			7
Net income (loss) attributable to Macy's, Inc. shareholders	$	219		$	(385	)	$	576		$	(191	)	$	219
Comprehensive income (loss)	$	315		$	(295	)	$	632		$	(344	)	$	308
Comprehensive loss attributable to noncontrolling interest	—			—			7			—			7
Comprehensive income (loss) attributable to Macy's, Inc. shareholders	$	315		$	(295	)	$	639		$	(344	)	$	315

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Balance Sheet

As of November 3, 2018

(millions)



	Parent		Subsidiary Issuer		Other Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	426	$	74	$	236		$	—		$	736
Receivables	1		25		154			—			180
Merchandise inventories	—		3,112		4,035			—			7,147
Income tax receivable	81		—		—			(71		)	10
Prepaid expenses and other current assets	—		139		455			—			594
Total Current Assets	508		3,350		4,880			(71		)	8,667
Property and Equipment – net	—		3,244		3,328			—			6,572
Goodwill	—		3,326		582			—			3,908
Other Intangible Assets – net	—		40		441			—			481
Other Assets	—		39		694			—			733
Deferred Income Taxes	11		—		—			(11		)	—
Intercompany Receivable	1,725		—		882			(2,607		)	—
Investment in Subsidiaries	3,639		3,028		—			(6,667		)	—
Total Assets	$	5,883	$	13,027	$	10,807		$	(9,356	)	$	20,361
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	42	$	23		$	—		$	65
Merchandise accounts payable	—		1,515		1,866			—			3,381
Accounts payable and accrued liabilities	192		874		1,932			—			2,998
Income taxes	—		40		31			(71		)	—
Total Current Liabilities	192		2,471		3,852			(71		)	6,444
Long-Term Debt	—		5,453		16			—			5,469
Intercompany Payable	—		2,607		—			(2,607		)	—
Deferred Income Taxes	—		619		577			(11		)	1,185
Other Liabilities	24		431		1,163			—			1,618
Shareholders' Equity:
Macy's, Inc.	5,667		1,446		5,221			(6,667		)	5,667
Noncontrolling Interest	—		—		(22		)	—			(22		)
Total Shareholders' Equity	5,667		1,446		5,199			(6,667		)	5,645
Total Liabilities and Shareholders' Equity	$	5,883	$	13,027	$	10,807		$	(9,356	)	$	20,361

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Balance Sheet

As of October 28, 2017

(millions)


	Parent		Subsidiary Issuer		Other Subsidiaries			Consolidating Adjustments			Consolidated			Parent		Subsidiary Issuer		Other Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	116	$	89	$	329		$	—		$	534		$	116	$	89	$	329		$	—		$	534
Receivables	—		67		152			—			219			—		67		152			—			219
Merchandise inventories	—		3,218		3,847			—			7,065			—		3,218		3,847			—			7,065
Income tax receivable	—		2		—			(2		)	—			—		2		—			(2		)	—
Prepaid expenses and other current assets	—		86		346			—			432			—		141		469			—			610
Total Current Assets	116		3,462		4,674			(2		)	8,250			116		3,517		4,797			(2		)	8,428
Property and Equipment – net	—		3,184		3,558			—			6,742			—		3,370		3,372			—			6,742
Goodwill	—		3,315		582			—			3,897			—		3,315		582			—			3,897
Other Intangible Assets – net	—		46		445			—			491			—		46		445			—			491
Other Assets	1		62		772			—			835			1		62		772			—			835
Deferred Income Taxes	26		—		—			(26		)	—			27		—		—			(27		)	—
Intercompany Receivable	1,436		—		1,971			(3,407		)	—			1,436		—		2,161			(3,597		)	—
Investment in Subsidiaries	2,882		3,644		—			(6,526		)	—			2,932		3,700		—			(6,632		)	—
Total Assets	$	4,461	$	13,713	$	12,002		$	(9,961	)	$	20,215		$	4,512	$	14,010	$	12,129		$	(10,258	)	$	20,393
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	6	$	16		$	—		$	22		$	—	$	6	$	16		$	—		$	22
Merchandise accounts payable	—		1,339		1,834			—			3,173			—		1,339		1,834			—			3,173
Accounts payable and accrued liabilities	139		975		2,048			—			3,162			139		1,008		2,110			—			3,257
Income taxes	20		—		16			(2		)	34			20		—		16			(2		)	34
Total Current Liabilities	159		2,320		3,914			(2		)	6,391			159		2,353		3,976			(2		)	6,486
Long-Term Debt	—		6,280		17			—			6,297			—		6,280		17			—			6,297
Intercompany Payable	—		3,407		—			(3,407		)	—			—		3,597		—			(3,597		)	—
Deferred Income Taxes	—		707		872			(26		)	1,553			—		731		882			(27		)	1,586
Other Liabilities	71		476		1,203			—			1,750			71		476		1,203			—			1,750
Shareholders' Equity:
Macy's, Inc.	4,231		523		6,003			(6,526		)	4,231			4,282		573		6,059			(6,632		)	4,282
Noncontrolling Interest	—		—		(7		)	—			(7		)	—		—		(8		)	—			(8		)
Total Shareholders' Equity	4,231		523		5,996			(6,526		)	4,224			4,282		573		6,051			(6,632		)	4,274
Total Liabilities and Shareholders' Equity	$	4,461	$	13,713	$	12,002		$	(9,961	)	$	20,215		$	4,512	$	14,010	$	12,129		$	(10,258	)	$	20,393

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Balance Sheet

As of ~~October 29, 2016~~February 3, 2018

(millions)

Parent
Subsidiary
Issuer

Other
Subsidiaries

Consolidating
Adjustments
Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents $ 60
$ 99
$ 298
$ —
$ 457
Receivables —
74
188
—
262
Merchandise inventories —
3,621
3,966
—
7,587
Income tax receivable 99
—
—
(39 ) 60
Prepaid expenses and other current assets —
89
365
—
454
Total Current Assets 159
3,883
4,817
(39 ) 8,820
Property and Equipment – net —
3,534
3,615
—
7,149
Goodwill —
3,315
582
—
3,897
Other Intangible Assets – net —
47
452
—
499
Other Assets 1
153
755
—
909
Deferred Income Taxes 24
—
—
(24 ) —
Intercompany Receivable 878
—
1,876
(2,754 ) —
Investment in Subsidiaries 2,954
3,173
—
(6,127 ) —
Total Assets $ 4,016
$ 14,105
$ 12,097
$ (8,944 ) $ 21,274
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt $ —
$ 935
$ 3
$ —
$ 938
Merchandise accounts payable —
1,481
1,894
—
3,375
Accounts payable and accrued liabilities 164
910
1,856
—
2,930
Income taxes —
3
36
(39 ) —
Total Current Liabilities 164
3,329
3,789
(39 ) 7,243
Long-Term Debt —
6,545
18
—
6,563
Intercompany Payable —
2,754
—
(2,754 ) —
Deferred Income Taxes —
694
878
(24 ) 1,548
Other Liabilities 63
565
1,501
—
2,129
Shareholders' Equity:
Macy's, Inc. 3,789
218
5,909
(6,127 ) 3,789
Noncontrolling Interest —
—
2
—
2
Total Shareholders' Equity 3,789
218
5,911
(6,127 ) 3,791
Total Liabilities and Shareholders' Equity $ 4,016
$ 14,105
$ 12,097
$ (8,944 ) $ 21,274

~~MACY'S, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~(Unaudited)~~

~~Condensed Consolidating Balance Sheet~~

~~As of January 28, 2017~~

~~(millions)~~


	Parent		Subsidiary Issuer		Other Subsidiaries			Consolidating Adjustments			Consolidated			Parent		Subsidiary Issuer		Other Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS:
Current Assets:
Cash and cash equivalents	$	938	$	81	$	278		$	—		$	1,297		$	1,109	$	58	$	288		$	—		$	1,455
Receivables	—		169		353			—			522			—		85		278			—			363
Merchandise inventories	—		2,565		2,834			—			5,399			—		2,344		2,834			—			5,178
Prepaid expenses and other current assets	—		84		324			—			408			—		165		485			—			650
Total Current Assets	938		2,899		3,789			—			7,626			1,109		2,652		3,885			—			7,646
Property and Equipment – net	—		3,397		3,620			—			7,017			—		3,349		3,323			—			6,672
Goodwill	—		3,315		582			—			3,897			—		3,315		582			—			3,897
Other Intangible Assets – net	—		51		447			—			498			—		44		444			—			488
Other Assets	—		47		766			—			813			1		89		790			—			880
Deferred Income Taxes	26		—		—			(26		)	—			11		—		—			(11		)	—
Intercompany Receivable	375		—		2,428			(2,803		)	—			884		—		2,388			(3,272		)	—
Investment in Subsidiaries	3,137		3,540		—			(6,677		)	—			4,032		4,126		—			(8,158		)	—
Total Assets	$	4,476	$	13,249	$	11,632		$	(9,506	)	$	19,851		$	6,037	$	13,575	$	11,412		$	(11,441	)	$	19,583
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Short-term debt	$	—	$	306	$	3		$	—		$	309		$	—	$	6	$	16		$	—		$	22
Merchandise accounts payable	—		590		833			—			1,423			—		653		937			—			1,590
Accounts payable and accrued liabilities	16		1,064		2,483			—			3,563			159		980		2,132			—			3,271
Income taxes	71		16		265			—			352			113		30		153			—			296
Total Current Liabilities	87		1,976		3,584			—			5,647			272		1,669		3,238			—			5,179
Long-Term Debt	—		6,544		18			—			6,562			—		5,844		17			—			5,861
Intercompany Payable	—		2,803		—			(2,803		)	—			—		3,272		—			(3,272		)	—
Deferred Income Taxes	—		688		781			(26		)	1,443			—		559		600			(11		)	1,148
Other Liabilities	66		500		1,311			—			1,877			20		430		1,212			—			1,662
Shareholders' Equity:
Macy's, Inc.	4,323		738		5,939			(6,677		)	4,323			5,745		1,801		6,357			(8,158		)	5,745
Noncontrolling Interest	—		—		(1		)	—			(1		)	—		—		(12		)	—			(12		)
Total Shareholders' Equity	4,323		738		5,938			(6,677		)	4,322			5,745		1,801		6,345			(8,158		)	5,733
Total Liabilities and Shareholders' Equity	$	4,476	$	13,249	$	11,632		$	(9,506	)	$	19,851		$	6,037	$	13,575	$	11,412		$	(11,441	)	$	19,583

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Statement of Cash Flows

For the 39 Weeks Ended ~~October 28, 2017~~November 3, 2018

(millions)


	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated			Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	222		$	(380	)	$	564		$	(190	)	$	216		$	368		$	(289	)	$	692		$	(413	)	$	358
Restructuring and other costs	—			1			32			—			33
Equity in earnings of subsidiaries																(362		)	(51		)	—			413			—
Impairment, restructuring and other costs																—			—			39			—			39
Settlement charges	—			24			49			—			73			5			24			44			—			73
Equity in loss (earnings) of subsidiaries	(220		)	30			—			190			—
Dividends received from subsidiaries	571			—			—			(571		)	—			689			—			—			(689		)	—
Depreciation and amortization	—			265			476			—			741			—			250			468			—			718
(Increase) decrease in working capital	(52		)	35			(633		)	—			(650		)
Other, net	8			2			(34		)	—			(24		)
Gains on sale of real estate																—			(83		)	(28		)	—			(111		)
Changes in assets, liabilities and other items not separately identified																(191		)	115			(571		)	(1		)	(648		)
Net cash provided (used) by operating activities	529			(23		)	454			(571		)	389			509			(34		)	644			(690		)	429
Cash flows from investing activities:
Disposition (purchase) of property and equipment and capitalized software, net	—			30			(368		)	—			(338		)
Purchase of property and equipment and capitalized software, net of dispositions																—			(98		)	(458		)	—			(556		)
Other, net	—			2			(10		)	—			(8		)	—			(15		)	(29		)	51			7
Net cash provided (used) by investing activities	—			32			(378		)	—			(346		)
Net cash used by investing activities																—			(113		)	(487		)	51			(549		)
Cash flows from financing activities:
Debt repaid	—			(553		)	(1		)	—			(554		)	—			(310		)	(1		)	(50		)	(361		)
Dividends paid	(346		)	—			(571		)	571			(346		)	(347		)	—			(689		)	689			(347		)
Issuance of common stock, net of common stock acquired	2			—			—			—			2
Issuance of common stock																41			—			—			—			41
Proceeds from noncontrolling interest	—			—			13			—			13			—			—			7			—			7
Intercompany activity, net	(1,016		)	584			432			—			—			(803		)	378			425			—			—
Other, net	9			(32		)	102			—			79			(83		)	74			53			—			44
Net cash used by financing activities	(1,351		)	(1		)	(25		)	571			(806		)
Net increase (decrease) in cash and cash equivalents	(822		)	8			51			—			(763		)
Cash and cash equivalents at beginning of period	938			81			278			—			1,297
Cash and cash equivalents at end of period	$	116		$	89		$	329		$	—		$	534
Net cash provided (used) by financing activities																(1,192		)	142			(205		)	639			(616		)
Net decrease in cash, cash equivalents and restricted cash																(683		)	(5		)	(48		)	—			(736		)
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																$	426		$	74		$	277		$	—		$	777

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Condensed Consolidating Statement of Cash Flows

For the 39 Weeks EndedOctober ~~29, 2016~~28, 2017

(millions)


	Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated			Parent			Subsidiary Issuer			Other Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	144		$	(595	)	$	665		$	(75	)	$	139		$	219		$	(385	)	$	569		$	(191	)	$	212
Impairments and other costs	—			184			65			—			249
Equity in loss (earnings) of subsidiaries																(217		)	26			—			191			—
Restructuring and other costs																—			1			32			—			33
Settlement charges	—			29			52			—			81			—			24			49			—			73
Equity in loss (earnings) of subsidiaries	(144		)	69			—			75			—
Dividends received from subsidiaries	535			575			—			(1,110		)	—			571			—			—			(571		)	—
Depreciation and amortization	—			298			489			—			787			—			265			476			—			741
Increase in working capital	(59		)	(572		)	(328		)	—			(959		)
Other, net	19			(36		)	28			—			11
Gains on sale of real estate																—			(116		)	(60		)	—			(176		)
Changes in assets, liabilities and other items not separately identified																(44		)	167			(607		)	—			(484		)
Net cash provided (used) by operating activities	495			(48		)	971			(1,110		)	308			529			(18		)	459			(571		)	399
Cash flows from investing activities:
Purchase of property and equipment and capitalized software, net	—			(23		)	(520		)	—			(543		)
Disposition (purchase) of property and equipment and capitalized software, net																—			30			(368		)	—			(338		)
Other, net	—			47			5			—			52			—			2			7			—			9
Net cash provided (used) by investing activities	—			24			(515		)	—			(491		)	—			32			(361		)	—			(329		)
Cash flows from financing activities:
Debt repaid, net of debt issued	—			(122		)	(1		)	—			(123		)
Debt repaid																—			(563		)	(1		)	—			(564		)
Dividends paid	(344		)	—			(1,110		)	1,110			(344		)	(346		)	—			(571		)	571			(346		)
Common stock acquired, net of issuance of common stock	(199		)	—			—			—			(199		)
Issuance of common stock, net of common stock acquired																2			—			—			—			2
Proceeds from noncontrolling interest	—			—			7			—			7			—			—			12			—			12
Intercompany activity, net	(642		)	158			484			—			—			(1,016		)	589			427			—			—
Other, net	9			(4		)	185			—			190			9			(32		)	103			—			80
Net cash provided (used) by financing activities	(1,176		)	32			(435		)	1,110			(469		)
Net increase (decrease) in cash and cash equivalents	(681		)	8			21			—			(652		)
Cash and cash equivalents at beginning of period	741			91			277			—			1,109
Cash and cash equivalents at end of period	$	60		$	99		$	298		$	—		$	457
Net cash used by financing activities																(1,351		)	(6		)	(30		)	571			(816		)
Net increase (decrease) in cash, cash equivalents and restricted cash																(822		)	8			68			—			(746		)
Cash, cash equivalents and restricted cash at beginning of period																938			81			315			—			1,334
Cash, cash equivalents and restricted cash at end of period																$	116		$	89		$	383		$	—		$	588

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 "third quarter of ~~2017~~2018" and "third quarter of ~~2016~~2017" are to the Company's 13-week fiscal periods ended ~~October 28, 2017~~November 3, 2018 and October ~~29, 2016~~28, 2017, respectively, and all references to ~~"2017"~~"2018" and ~~"2016"~~"2017" are to the Company's 39-week fiscal periods ended November 3, 2018 and October 28, 2017, ~~and October 29, 2016,~~ 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 ~~2016~~2017 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 "Forward-Looking Statements") and in the ~~2016~~2017 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 29 to 31.

Overview

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 ~~children's)~~kids), cosmetics, home furnishings and other consumer goods. The Company operates approximately ~~860~~870 stores in 4544 states, the District of Columbia, Guam and Puerto Rico. As of ~~October 28, 2017,~~November 3, 2018, the Company's operations were conducted through Macy's, Bloomingdale's, Bloomingdale's The Outlet, Macy's Backstage, bluemercury and ~~Macy's China Limited. In addition,~~ STORY.

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.

~~The~~Quarter Highlights

During the third quarter of 2018, the Company ~~has begun~~completed foundational work for the ~~implementation~~2018 five key strategic initiatives of its North Star strategy to transform its omnichannel business and focus on key growth areas, embrace customer centricity, and optimize value in its real estate portfolio. Inspired by the North Star, there are five points to this strategy.


1.	~~FromFamiliar to Favorite~~ includes everything the Company does to further its brand awareness and identity to its core customers. Actions include understanding and anticipating customers’ needs, strengthening the Company's fashion authority and executing initiatives around its loyalty and pricing strategies.

~~It Must Be Macy’s~~ encompasses delivering the products and experiences customers love and are exclusive to the Company. This includes styles and home fashion for every day and special occasions, from the Company's leading private brands, as well as exclusive national brands or assortments. It celebrates the Company's iconic events and includes strategies to appeal to more value-oriented customers.

~~Every Experience Matters~~, in-store and online. The Company's competitive advantage is the ability to combine the human touch in its physical stores with cutting-edge technology in its mobile applications and websites. Key to this point is the enhancement of a customer's experience~~as they explore our stores, mobile applications and websites, find their favorite styles, sizes and colors, and receive their purchases through the shopping channels they prefer.~~


4.	~~Funding our Future~~ ~~represents the decisions and actions the Company takes to identify and realize resourcesto fuel growth. This involves a focus on cost reduction and reinvestment as well as creating value from the Company's real estate portfolio.~~


5.	~~What’s New, What’s Next~~ explores and develops those innovations to turn consumer and technology trends to the Company's advantage and to drive growth. This includes exploring previously unmet customer needs and making smart investment decisions based on customer insights and analytics.

~~The Company has taken a number of key steps over the past couple of years to position itself to successfully implement~~ the North Star strategy. ~~Specifically,~~These initiatives continued to contribute to the ~~Company launched a new~~results of 2018. Specifically:

The Macy's Star Rewards loyalty program ~~in October 2017 focused on strengthening relationships with the Company's best customers, migrating existing customers~~marked its one-year anniversary and continued to higher spending levels and attracting new or infrequent customers. The initial launch of the new program focused initially on proprietary cardholders with additional enhancements and expansion beyond proprietary cardholders plannedoffer improved benefits to its members, including exclusive experiences for the ~~future.~~program's platinum loyalty members.

~~In August 2016,~~Completing the fiscal 2018 expansion of Backstage, Macy's mall-based off-price business, the Company ~~announced its intention to close approximately 100~~opened 56 new locations within existing Macy’s stores ~~74 of which were closed or announced to be closed by the end of~~during the third quarter of ~~2017. Further,~~2018. This expansion brings the total Backstage locations to 173 (seven freestanding and 166 inside Macy's stores) as of November 3, 2018.

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) continued its expansion during the third quarter of 2018, with increased assortment and the addition of new categories and brands.

The Company completed the enhancement of customer options for pick-up, delivery and checkout at Macy's, including the expansion of Buy Online Ship to Store and construction of At Your Service stations in ~~January 2017,~~all stores.

The Growth50 locations contributed to the strong operating results for the third quarter of 2018. As a result of the performance of the Growth50 locations, the Company will expand the initiative to another 100 stores in fiscal 2019.

The Company recently announced a ~~series~~retail store strategy for Macy's that focuses on identifying a scalable investment strategy for all of ~~actions to streamline its store portfolio, intensify cost efficiency efforts~~the brand's stores, improving the customer's experience and ~~execute its real estate strategy. In addition, the Company has reorganized the field structure that supports the remaining stores and conducted a significant restructuring~~growing total sales profitably. This strategy includes categorization of the Company's ~~central operations~~Macy's stores into three groups:

Flagship stores include Herald Square and 10 other regional flagship stores which serve as premier retail destinations within their respective regions.

Magnet stores include the Growth50 stores, which as noted previously will be expanded to ~~focus resources on strategic priorities~~another 100 stores in fiscal 2019. These stores are retail destinations within major markets that offer an expanded selection of merchandise.

Neighborhood stores are smaller, profitable locations that are visited primarily for convenience and ~~reduce expense.~~on-line order fulfillment. The Company is testing, and will continue to test in fiscal 2019, different investment models aimed at increasing shopping ease and convenience. Once the right model is determined, it will be rolled-out to the remaining neighborhood stores.

MACY'S, INC.

~~In August 2017,~~Further building upon its acquisition of STORY and investment in b8ta in the first half of 2018, the Company ~~announced a restructuring which included the consolidation~~continued its enhancement of ~~three functions (merchandising, planning~~in-store experiences and ~~private brands) into a single merchandising function.~~personalization through advanced technology and partnerships. During the third quarter of ~~2017,~~2018, the Company ~~recognized $33 million~~completed the roll-out of ~~costs primarily associated with this restructuring effort as well as a restructuring within~~virtual reality furniture at 69 stores and began offering augmented reality beauty experiences in certain stores. Additionally, the ~~marketing function. Additional financial and operational impacts~~Company announced the expansion of ~~such restructuring actions include future annual savings~~the number of ~~approximately $38 million, some of which may~~e-commerce brands that will be ~~used for reinvestment in the business, and savings of approximately $.01 per diluted share in~~available at The Market @ Macy's during the fourth quarter of ~~2017.~~

~~The Company’s real estate strategy is designed to create value through both monetization and redevelopment of certain assets:~~

In January 2016, the Company completed a $270 million real estate transaction to recreate Macy's Brooklyn store. The Company continues to own and operate the first four floors and lower level of its existing nine-story retail store, which is currently being reconfigured and remodeled. The remaining portion of the store and its nearby parking facility were sold to Tishman Speyer in a single sales transaction. As the sales agreement required the Company to conduct certain redevelopment activities within the store, the Company is recognizing the gain on the transaction, approximately $250 million, under the percentage of completion method of accounting over the redevelopment period. Accordingly, $166 million has been recognized to-date, of which $117 million was recognized through fiscal 2016 and $49 million has been recognized during 2017.

In fiscal 2016, the Company had property and equipment sales, primarily related to real estate, totaling $673 million in cash proceeds and recognized real estate gains of $209 million. These proceeds include the cash received from the sale of the Company's 248,000 square-foot Union Square Men’s building in San Francisco for approximately $250 million in January 2017. The Company will use part of the proceeds to consolidate the Men’s store into its main Union Square store. The Company is leasing back the Men's store property as it completes the reconfiguration of the main store. The Company is expected to recognize a gain of approximately $235 million in January 2018.

In January 2017, the Company finalized the formation of a strategic alliance with Brookfield Asset Management, a leading global alternative asset manager, to create increased value in its real estate portfolio. Under the alliance, Brookfield has an exclusive right for up to 24 months to create a "pre-development plan" for each of approximately 50 Macy’s real estate assets, with an option for Macy’s to continue to identify and add assets into the alliance. The breadth of opportunity within the portfolio ranges from the additional development on a portion of an asset (such as a Company-controlled land parcel adjacent to a store)addition to the ~~complete redevelopment of an existing store. Once a "pre-development plan" is created,~~above, the Company has ~~the option~~continued to accept the "pre-development plan" and then either contribute the asset into a joint venture for the development plan to commence or sell the asset to Brookfield. If the Company chooses to contribute the asset into a joint venture, the Company may elect to participate as a funding or non-funding partner. After development, the joint venture may sell the asset and distribute proceeds accordingly. Based on the analysis conducted to date, preliminary indications point to a likelihood that Brookfield will recommend proceeding with redevelopment on roughly two thirds of the assets subject to the alliance.

~~In February 2017, the Company sold its downtown Minneapolis store and parking facility for $59 million of proceeds and recognized a gain of approximately $47 million in the first quarter of 2017.~~

In April 2017, the Company launched a marketing effort for the upper floors of its flagship State Street Macy's store in downtown Chicago. Development and increased utilization of the upper floors are expected to drive more foot traffic to the store.

In May 2017, the Company signed a contract to sell an additional two floors of the downtown Seattle Macy's store; four floors were sold in a similar transaction in fiscal 2015. This transaction closed in September 2017 for approximately $50 million of proceeds and the Company recognized a gain of approximately $40 million in the third quarter of 2017.

In 2017, the Company opened new Macy’s stores in Murray, UT and Los Angeles, CA as well as a Bloomingdale’s store in Kuwait under a license agreement with Al Tayer Group, LLC. The Company expects to open new Macy's and Bloomingdale's stores in Al Maryah Central in Abu Dhabi, UAE, in fiscal 2018 under a license agreement with Al Tayer Group, LLC and two additional Bloomingdale's stores in San Jose, CA and Norwalk, CT in fiscal 2019.

Both Macy's off-price business, Macy's Backstage, and its clearance strategy, Last Act, have been successful in providing unique value opportunities to both existing and new Macy's customers. The Company has rolled out Last Act to all families of business and is currently focused on opening new Macy's Backstage stores within existing Macy's store locations. In the third quarter of 2017, the Company opened 7 new Macy’s Backstage stores within existing Macy’s stores, bringing the total locations in operation to 52 (7 freestanding and 45 inside Macy's stores) as of October 28, 2017.

~~MACY'S, INC.~~

~~The Company is focused on accelerating the growth of~~grow its luxury beauty products and spa retailer, bluemercury, by opening additional freestanding bluemercury stores in urban and suburban markets, ~~enhancing its online capabilities~~ and adding bluemercury products and boutiques to Macy's stores. 8Eight new freestanding bluemercury locations were opened in the third quarter of ~~2017~~2018, and 3four additional freestanding locations are expected to open later in the fiscal year. As of ~~October 28, 2017,~~November 3, 2018, the Company is operating ~~155~~180 bluemercury locations ~~(135~~(160 freestanding and 20 inside Macy's stores).

Results of Operations

Comparison of the Third Quarter of ~~2017~~2018 and the Third Quarter of ~~2016~~2017


	Third Quarter of 2017							Third Quarter of 2016							Third Quarter of 2018						Third Quarter of 2017
	Amount				% to Sales			Amount				% to Sales			Amount			% to Net Sales			Amount			% to Net Sales
	(dollars in millions, except per share figures)														(dollars in millions, except per share figures)
Net sales	$	5,281						$	5,626						$	5,404					$	5,281
Decrease in sales	(6.1		)	%				(4.2		)	%
Decrease in comparable sales	(4.0		)	%				(3.3		)	%
Credit card revenues, net															185			3.4		%	145			2.7		%

Cost of sales	(3,175		)		(60.1	)	%	(3,386		)		(60.2	)	%	(3,226		)	(59.7	)	%	(3,152		)	(59.7	)	%
Gross margin	2,106				39.9		%	2,240				39.8		%
Selling, general and administrative expenses	(1,995		)		(37.8	)	%	(2,112		)		(37.5	)	%	(2,255		)	(41.7	)	%	(2,188		)	(41.4	)	%
Gains on sale of real estate	65				1.2		%	41				0.7		%	42			0.8		%	65			1.2		%
Restructuring and other costs	(33		)		(0.6	)	%	—				—		%	(3		)	(0.1	)	%	(33		)	(0.6	)	%
Operating income															147			2.7		%	118			2.2		%
Benefit plan income, net															9						15
Settlement charges	(22		)		(0.4	)	%	(62		)		(1.1	)	%	(23		)				(22		)
Operating income	121				2.3		%	107				1.9		%
Interest expense - net	(74		)					(81		)
Interest expense, net															(59		)				(74		)
Income before income taxes	47							26							74						37
Federal, state and local income tax expense	(13		)					(11		)					(12		)				(10		)
Net income	34							15							62						27
Net loss attributable to noncontrolling interest	2							2							—						3
Net income attributable to Macy's, Inc. shareholders	$	36			0.7		%	$	17			0.3		%	$	62		1.1		%	$	30		0.6		%

Diluted earnings per share attributable to Macy's, Inc. shareholders	$	.12						$	.05						$	0.20					$	0.10

Diluted earnings per share attributable to Macy's, Inc. shareholders, excluding the impact of restructuring and other costs and settlement charges	$	.23						$	.17
Supplemental Financial Measure
Gross margin (a)															$	2,178		40.3		%	$	2,129		40.3		%

Supplemental Non-GAAP Financial Measure
Diluted earnings per share attributable to Macy's, Inc. shareholders, excluding the impact of certain items															$	0.27					$	0.21

(a) Gross margin is defined as net sales less cost of sales.

Net Sales and Comparable Sales

Net sales for the third quarter of ~~2017~~2018 ~~decreased $345~~increased $123 million or ~~6.1%~~2.3% compared to the third quarter of ~~2016~~2017 due to fiscal year-end 2016 store closures and the decline in comparable sales, which were negatively impacted by hurricane activity during the quarter and warmer than expected fall weather. The decrease in comparable. Comparable sales on an owned basis for the third quarter of ~~2017~~2018 ~~was 4.0% compared to the third quarter of 2016. The decrease in comparable sales on an owned plus licensed basis for the third quarter of 2017 was 3.6%~~increased 3.1% compared to the third quarter of ~~2016~~2017. ~~Sales~~On an owned plus licensed basis comparable sales increased 3.3% during the third quarter were strongest in fine jewelry, fragrances, dresses, active apparel, men's tailored clothing, and shoes, excluding boots. Sales were weakest in cold weather businesses including coats, boots and winter accessories. Sales were also soft in home related businesses. of 2018.

The Company’s digital business continued its strong growth with ~~double digit~~double-digit gains in the third quarter of ~~2017. Geographically, regional trends~~2018 and all three brands, Macy's, Bloomingdale's and bluemercury, performed well. Sales during the third quarter of 2018 were ~~relatively consistent except for hurricane impacted areas. In addition, lower international tourism~~the strongest in men's and kids, fine jewelry, fragrances, active, women's shoes and coats, while sales ~~contributed~~in women's sportswear and fashion watches were not as strong.

MACY'S, INC.

Credit Card Revenues, Net

Credit card revenues, net were $185 million in the third quarter of 2018, an increase of $40 million compared to ~~the decline of sales~~$145 million recognized in the third quarter of 2017 ~~compared~~. 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 to 48.4% in the third quarter of 2018 from 47.4% in the third quarter of ~~2016~~2017.

Cost of Sales

~~The cost~~Cost of sales ~~rate~~increased by $74 million compared to the third quarter of 2017, remaining flat as a percent to net sales ~~for the~~ ~~third quarter of 2017~~ ~~decreased to 60.1% compared to 60.2% for~~with the third quarter of ~~2016. This decrease~~2017 at 59.7%. The increase in ~~the~~ cost of sales ~~rate as a percent to net sales~~dollars was ~~due in part to lower inventory levels at the end of the quarter, including less clearance merchandise subject to liquidation. The application of the last-in,~~

~~MACY'S, INC.~~

~~first-out ("LIFO") retail inventory method did not result in the recognition of any LIFO charges or credits affecting cost of sales in either period.~~driven by higher sales.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses for the third quarter of ~~2017~~ ~~decreased $117~~2018 increased $67 million ~~or 5.5%~~ from the third quarter of ~~2016~~.2017. The SG&A rate as a percent to net sales of ~~37.8%~~41.7% was 30 basis points higher in the third quarter of ~~2017~~,2018, as compared to the third quarter of ~~2016~~.2017. This increase in SG&A expenses ~~in the~~ ~~third quarter of 2017~~ ~~included reduced expenses due to the year-end 2016 stores closures and the impact of restructuring activities. These reductions were partially offset~~was driven primarily by ~~continued~~ investments in ~~digital growth, strategic initiatives in shoes and jewelry, and~~ the expansion of ~~Macy's~~ Backstage ~~and bluemercury. Income from credit operations was $161 million in~~as well as the ~~third quarter of 2017, a decrease of $4 million compared to $165 million recognized in the~~ ~~third quarter of 2016~~ ~~in part due to lower proprietary credit card penetration. Income from credit operations excludes costs related to~~Company's new ~~account originations and fraudulent transactions incurred on the Company’s private label credit cards.~~employee incentive plan.

Gains on Sale of Real Estate

The third quarter of ~~2017~~2018 included asset sale gains of $42 million, including $23 million related to the continued recognition of the deferred gain from the Macy's Brooklyn transaction closed in fiscal 2015. This compares to $65 million of asset sale gains recognized in the third quarter of 2017, including approximately $40 million related to the Macy's downtown Seattle ~~Macy's~~ location and $22 million related to the Macy's Brooklyn transaction. ~~This compares to $41 million of asset sale gains recognized in the~~ ~~third quarter of 2016, inclusive of approximately $9 million related to the Macy's Brooklyn transaction and $32 million related to various asset sales to General Growth Properties.~~

Restructuring and Other Costs

~~Restructuring~~The third quarters of 2018 and 2017 included $3 million and $33 million, respectively, of restructuring and other costs ~~were $33 million for the~~ ~~third quarter of 2017~~related to severance activity and ~~include charges associated with severance activities as well as~~ other human resource ~~related~~ costs associated with organizational restructuring. ~~No such charges were recognized in~~

Benefit Plan Income, Net

The third quarters of 2018 and 2017 included $9 million and $15 million, respectively, of non-cash net benefit plan income relating to the ~~third quarter~~Company's defined benefit plans. This income includes the net of: interest cost, expected return on plan assets and amortization of ~~2016~~.prior service costs or credits and actuarial gains and losses.

Settlement Charges

The third quarters of 2018 and 2017 ~~and 2016~~ included ~~$22~~$23 million and ~~$62~~$22 million, respectively, 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 ~~store closings, a voluntary separation program~~retiree distribution elections and ~~organizational~~ restructuring ~~and periodic distribution~~ activity.

Net Interest Expense

Net interest expense for the third quarter of ~~2017~~2018 decreased $7$15 million from the third quarter of ~~2016~~2017 due to a reduction in the Company's debt resulting from ~~$7.5 billion as of the end of the third quarter of 2016 to $6.3 billion as of the end of the third quarter of 2017. This reduction of approximately $1.2 billion is due to the maturity~~tender offer repurchases in fiscal 2017 and ~~repurchase of certain of the Company's borrowings.~~open market repurchases in fiscal 2018.

Effective Tax Rate

The Company's effective tax rate of ~~27.7%~~16.2% for the third quarter of ~~2017~~2018 and ~~42.3%~~27.0% for the third quarter of ~~2016~~2017 differ from the federal income tax statutory rate of 21% and 35%, ~~and on a comparative basis, principally~~respectively, because of the ~~effect~~resolution of ~~state and local income taxes, including the settlement of various~~certain tax ~~issues~~settlements and tax examinations. In addition to these items, the effective tax rate for the third quarter of 2018 was lower than the effective tax rate for the third quarter of 2017 due to the enactment of U.S. federal tax reform in December 2017, which lowered the Company's federal income tax statutory rate as outlined above.

Net Income Attributable to Macy's, Inc. Shareholders

Net income attributable to Macy's, Inc. shareholders for the third quarter of ~~2017~~2018 increased ~~$19~~$32 million compared to the third quarter of ~~2016~~.2017. The third quarter of ~~2017~~ ~~included $21 million of after tax restructuring and other costs and $14 million of after tax retirement plan settlement charges, while the~~ ~~third quarter of 2016~~ ~~included $37 million of after tax retirement plan settlement charges. The~~ ~~third quarter of 2017~~ ~~also~~2018 included higher ~~gains associated with the sale of real estate~~sales, net credit card revenue and gross margin, as well as lower ~~SG&A,~~ interest expense and a lower effective tax ~~rate. These favorable results were partially offset by lower net sales in~~rate than the third quarter of ~~2017~~.2017.

Diluted Earnings Per Share Attributable to Macy's, Inc. Shareholders

Diluted earnings per share for the third quarter of ~~2017~~2018 increased ~~$.07~~$0.10 compared to the third quarter of ~~2016~~2017, reflecting higher net income. ~~Excluding the impact of restructuring and other costs and settlement charges, diluted earnings per share for the~~ ~~third quarter of 2017~~ ~~increased $.06 or 35.3% compared to the~~ ~~third quarter of 2016~~.

MACY'S, INC.

Comparison of the 39 Weeks Ended November 3, 2018 and October 28, 2017 ~~and October 29, 2016~~


	2017							2016							2018						2017
	Amount				% to Sales			Amount				% to Sales			Amount			% to Net Sales			Amount			% to Net Sales
	(dollars in millions, except per share figures)														(dollars in millions, except per share figures)
Net sales	$	16,171						$	17,263						$	16,516					$	16,267
Decrease in sales	(6.3		)	%				(5.2		)	%
Decrease in comparable sales	(4.0		)	%				(4.0		)	%
Credit card revenues, net															528			3.2		%	473			2.9		%

Cost of sales	(9,794		)		(60.6	)	%	(10,370		)		(60.1	)	%	(9,927		)	(60.1	)	%	(9,858		)	(60.6	)	%
Gross margin	6,377				39.4		%	6,893				39.9		%
Selling, general and administrative expenses	(5,853		)		(36.1	)	%	(6,139		)		(35.5	)	%	(6,501		)	(39.4	)	%	(6,406		)	(39.4	)	%
Gains on sale of real estate	176				1.1		%	76				0.4		%	111			0.7		%	176			1.1		%
Impairments, restructuring and other costs	(33		)		(0.2	)	%	(249		)		(1.4	)	%
Impairment, restructuring and other costs															(39		)	(0.2	)	%	(33		)	(0.2	)	%
Operating income															688			4.2		%	619			3.8		%
Benefit plan income, net															31						42
Settlement charges	(73		)		(0.5	)	%	(81		)		(0.5	)	%	(73		)				(73		)
Operating income	594				3.7		%	500				2.9		%
Interest expense - net	(237		)					(276		)
Net premiums on early retirement of debt	(1		)					—
Interest expense, net															(187		)				(237		)
Losses on the early retirement of debt															(5		)				(1		)
Income before income taxes	356							224							454						350
Federal, state and local income tax expense	(140		)					(85		)					(96		)				(138		)
Net income	216							139							358						212
Net loss attributable to noncontrolling interest	6							5							10						7
Net income attributable to Macy's, Inc. shareholders	$	222			1.4		%	$	144			0.8		%	$	368		2.2		%	$	219		1.3		%

Diluted earnings per share attributable to Macy's, Inc. shareholders	$	.73						$	.46						$	1.18					$	0.71

Diluted earnings per share attributable to Macy's, Inc. shareholders, excluding the impact of impairments, restructuring and other costs, settlement charges and net premiums on early retirement of debt	$	.95						$	1.11
Supplemental Financial Measures
Gross margin (a)															$	6,589		39.9		%	$	6,409		39.4		%

Supplemental Non-GAAP Financial Measures
Diluted earnings per share attributable to Macy's, Inc. shareholders, excluding the impact of certain items															$	1.45					$	0.93

(a) Gross margin is defined as net sales less cost of sales.

Net Sales and Comparable Sales

Net sales for ~~2017 decreased $1,092~~2018 increased $249 million or ~~6.3%~~1.5% compared to ~~2016 due to fiscal year-end 2016 store closures and the decline in comparable sales. The decrease in comparable~~2017. Comparable sales on an owned basis ~~for 2017 was 4.0%~~during 2018 increased 2.4% compared to ~~2016. The decrease in comparable sales on~~2017. On an owned plus licensed basis ~~for 2017 was 3.6% compared to 2016.~~comparable sales increased 2.7% during 2018. Sales during ~~2017 were strongest in active apparel, fine jewelry, fragrances, furniture/mattresses~~2018 benefited from the Company's implementation of the five key strategic initiatives of the North Star strategy, strong consumer spending and ~~women's shoes. Sales were weaker in housewares and tabletop.~~improved inventory management. The Company’s digital business continued its strong growth ~~at both macys.com~~with double-digit gains in 2018. Sales during 2018 were the strongest in fine jewelry, fragrances, men's, women's shoes, dresses, kids, and ~~bloomingdales.com. Geographically,~~active. Sales were not as strong in women's sportswear and fashion watches during 2018.

Credit Card Revenues, Net

Credit card revenues, net were $528 million in 2018, an increase of $55 million compared to $473 million recognized in 2017. Increased proprietary card usage driven by the ~~Company’s strongest business was~~enhanced Macy's Star Rewards loyalty program and higher consumer credit balances drove the favorable results. Proprietary card penetration increased to 46.8% in ~~the Southwest region.~~2018 from 46.3% in 2017.

Cost of Sales

The cost of sales rate as a percent to net sales for ~~2017 increased~~2018 decreased to 60.1% compared to 60.6% for 2017, while cost of sales increased $69 million compared to ~~60.1% for 2016.~~2017 due to improved sales. The ~~increase~~decrease in the cost of sales rate as a percent to net sales was primarily due to the Company's improved inventory management, which resulted in part to high year-end inventory levels as well as margin pressures in the beauty business and home related businesses. The application of the LIFO retail inventory method did not result in the recognition of any LIFO charges or credits affecting cost of sales in either period.lower markdowns.

MACY'S, INC.

Selling, General and Administrative Expenses

SG&A expenses for ~~2017 decreased $286~~2018 increased $95 million ~~or 4.7%~~ from ~~2016.~~2017. The SG&A rate as a percent to net sales of ~~36.1%~~39.4% was ~~60 basis points higher~~flat in ~~2017~~2018 as compared to ~~2016.~~2017. The SG&A ~~expenses in 2017 included reduced expenses from~~rate was impacted by the ~~year-end 2016 stores closures and~~savings of the ~~impact of~~Company's prior restructuring ~~activities, partially~~activity, offset by investments in digital growth, strategic initiatives in shoes and jewelry, and initiatives at bluemercury and Macy's Backstage. Income from credit operations was $524 million in 2017, compared to $528 million in 2016. Income from credit operations excludes costs related tothe expansion of Backstage as well as the Company's new ~~account originations and fraudulent transactions incurred on the Company’s private label credit cards.~~

~~MACY'S, INC.~~

employee incentive plan.

Gains on Sale of Real Estate

~~2017~~2018 included asset sale gains of $111 million, including $58 million related to the continued recognition of the deferred gain from the Macy's Brooklyn transaction closed in fiscal 2015. This compares to $176 million of asset sale gains recognized in 2017, including $47 million related to the Macy's downtown Minneapolis ~~property,~~location, $49 million related to the Macy's Brooklyn transaction, and $40 million related to the Macy's downtown Seattle ~~Macy's~~ location. This compares to $76 million of asset sale gains recognized in 2016, inclusive of approximately $24 million related to the Macy's Brooklyn transaction and $32 million related to various asset sales to General Growth Properties.

~~Impairments,~~Impairment, Restructuring and Other Costs

~~Impairments, restructuring~~2018 and ~~other costs of~~2017 included $39 million and $33 million, ~~for 2017 and $249 million for 2016 include charges~~respectively, of costs primarily associated with ~~store closings and severance activities~~the wind-down of Macy's China Limited, as well as severance activity and other human resource costs related ~~costs associated with~~to organizational restructuring.

Benefit Plan Income, Net

2018 and 2017 included $31 million and $42 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, amortization of prior service cost or credits and actuarial gains and losses.

Settlement Charges

2018 and 2017 ~~and 2016~~each included $73 million ~~and $81 million, respectively,~~ 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 ~~store closings, a voluntary separation program~~retiree distribution elections and ~~organizational~~ restructuring ~~and periodic distribution~~ activity.

Net Interest Expense

Net interest expense for ~~2017~~2018 decreased ~~$39~~$50 million from ~~2016~~2017 due to a reduction in the Company's debt as a result of the activity previously discussed ~~previously~~ within the quarterly ~~review.~~results of operations as well as open market repurchases during fiscal 2017.

~~Net Premiums~~Losses on Early Retirement of Debt

~~The~~In 2018, the Company repurchased approximately ~~$247~~$344 million face value of senior notes and ~~debentures in 2017.~~debentures. The debt repurchases were made in the open market for a total ~~cash~~cost of approximately $354 million, including expenses and other fees 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 2017, the Company repurchased approximately $247 million face value of senior notes and debentures. The debt repurchases were made in the open market for a total cost of approximately $257 million, including expenses and other fees related to the transactions. As a result of the debt repurchases, the Company recognized $1 million in expenses and fees net of the write-off of unamortized debt premiums ~~on acquired debt~~ in 2017.

Effective Tax Rate

The Company's effective tax rate of ~~39.3%~~21.1% for 2018 and 39.4% for 2017 ~~and 37.9% for 2016 differ from~~include the ~~federal income~~effects of certain tax ~~statutory rate of 35%, and on a comparative basis, principally because of the effect of state and local income taxes, including the settlement of various tax issues~~settlements and tax examinations as well as the impact of the U.S. federal tax reform in December 2017, which lowered the Company's federal income tax statutory rate from 35% to 21%. Further, 2017 included the recognition of approximately $12 million, respectively, of net tax deficiencies ~~in 2017~~ associated with share-based payment ~~awards due to the adoption of ASU 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting. Historically, the Company had recognized such amounts as an offset to accumulated excess tax benefits previously recognized in additional paid-in capital.~~awards.

Net Income Attributable to Macy's, Inc. Shareholders

Net income attributable to Macy's, Inc. shareholders for ~~2017~~2018 increased ~~$78~~$149 million ~~or 54.2%~~ compared to ~~2016.~~2017. The increase ~~from 2017 to 2016 is primarily attributable~~in 2018 was due to higher ~~asset sale gains in 2017 as well as the fact that 2016 included $152 million of after tax impairments, restructuring~~sales, net credit card revenue and ~~other costs compared to $21 million of after tax restructuring and other costs in 2017. These favorable changes~~gross margin, as well as lower ~~SG&A, retirement plan settlement charges and~~ interest expense and a lower effective tax rate. These increases were ~~partially~~ offset by lower ~~net sales and gross margin~~gains associated with the sale of real estate as well as higher SG&A expenses in 2018 as compared to 2017.

Diluted Earnings Per Share Attributable to Macy's, Inc. Shareholders

Diluted earnings per share for ~~2017~~2018 increased ~~$.27 or 58.7%~~$0.47 compared to ~~2016,~~2017, reflecting higher net income. Excluding the impact of impairments, restructuring and other costs, settlement charges, and the net premiums on the early retirement of debt, diluted earnings per share for 2017 decreased $.16 or 14.4% compared to 2016.

MACY'S, INC.

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 ~~2017~~2018 was ~~$389~~$429 million,, compared to $~~308~~399 million provided in ~~2016, primarily~~2017. Operating cash flows in 2018 were driven by the Company's higher net income as discussed within the results of operations and due to the Company's debt repurchase activity as well as lower cash outflows for merchandise inventories, net of merchandise payables, resulting from lower inventory levels as of October 28, 2017 compared to October 29, 2016. These lower cash outflows offset other negative cash flow items including lower sales and higher income ~~taxes paid in 2017.~~tax payments.

Investing Activities

Net cash used by investing activities was $~~346~~549 million in ~~2017,~~2018, compared to net cash used by investing activities of $~~491~~329 million in ~~2016. Investing activities for 2017 include purchases~~2017. The increase in 2018 was driven by the Company's investments in its five key strategic initiatives of ~~property and equipment totaling~~ ~~$359 million~~ ~~and capitalized software of~~ ~~$191 million, compared to purchases of property and equipment totaling~~ ~~$451 million~~ ~~and capitalized software of~~ ~~$230 million~~ ~~in 2016. Additionally,~~the North Star strategy. Offsetting this outflow, the Company received cash of $121 million from execution of real estate transactions in 2018, including the sale of the upper seven floors of the Macy's State Street store in Chicago. In 2017, the Company received $212 million of real estate sale proceeds that included $59 million from the ~~disposition~~sale of ~~property and equipment in 2017, primarily related to real estate transactions, as compared to $138 million received in 2016.~~the Macy's downtown Minneapolis location.

Financing Activities

Net cash used by the Company for financing activities was ~~$806~~$616 million for 2018, including payment of $347 million of cash dividends. This outflow was partially offset by $41 million of proceeds received from the issuance of common stock, primarily due to an increase in stock option exercise activity. During 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 and other fees related to the transactions.

Net cash used by the Company for financing activities was $816 million for 2017, including debt payments of ~~$554~~$564 million and payment of $346 million of cash dividends. ~~These cash outflows were partially offset by an increase in outstanding checks of $80 million. For~~In 2017, the Company repurchased approximately $247 million face value of senior notes and debentures. ~~During~~The debt repurchases were made in the open market for a total cash cost of $257 million, including expenses and other fees related to the transactions. Additionally, during the second quarter of 2017, the Company repaid at maturity $300 million of 7.45% senior debentures due July 2017.

Net cash used by the Company for financing activities was $469 million for 2016, including payment of $344 million of cash dividends, $230 million for the acquisition of the Company's common stock, primarily under its share repurchase program, and repayment of $174 million of debt. These outflows were partially offset by ~~$31 million~~ ~~from the issuance of common stock, primarily related to the exercise of stock options.~~

On November ~~27, 2017,~~28, 2018, the Company commenced a ~~cash~~ tender offer ~~("tender offer")~~ to purchase up to ~~$400~~$600 million in aggregate principal amount of certain senior unsecured notes and debentures, with stated interest rates ranging from ~~6.375%~~2.875% to ~~10.25%~~8.75% and maturities ranging from fiscal years ~~2021~~2023 to ~~2037.~~2042. The tender offer expires on December ~~22, 2017,~~26, 2018, with an early tender date on December 8, 2017. The Company expects to record the redemption premium and other costs related to these repurchases as net premiums on early retirement of debt on the Consolidated Statements of Income during the fourth quarter of 2017.11, 2018.

The Company is party to a credit agreement with certain financial institutions providing 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) outstanding at any particular time. The agreement is set to expire May 6, 2021. As of ~~October 28, 2017,~~November 3, 2018, 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 ~~October 28, 2017,~~November 3, 2018, the Company did not have any borrowings outstanding under its commercial paper program.

As of ~~October 28, 2017~~November 3, 2018, 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 under the credit agreement. The Company's interest coverage ratio for the third quarter of ~~2017~~2018 was ~~7.92~~10.88 and its leverage ratio at ~~October 28, 2017~~November 3, 2018 was ~~2.36,~~1.88, in each case as calculated in accordance with the credit agreement. As of November 3, 2018, the Company was in compliance with the ratios.

On October ~~27, 2017,~~26, 2018, the Company announced that the Board of Directors declared a quarterly dividend of 37.75 cents per share on its common stock, payable January 2, ~~2018,~~2019, to Macy's shareholders of record at the close of business on December ~~15, 2017.~~14, 2018.

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.

~~MACY'S, INC.~~

Outlook and Recent Developments

The Company's operations are impacted by competitive pressures from department stores, off-price stores, specialty stores, mass merchandisers, online retailers and all other retail channels. The Company's operations are also impacted by 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 weather or natural disasters and other factors over which the Company has little or no control.

In recent years, consumer spending levels have been affected to varying degrees by a number of factors, including modest economic growth, uncertainty regarding governmental spending and tax policies, unemployment levels, tightened consumer credit, an improving housing market and a fluctuating stock market. In addition, consumer spending levels of international customers are impacted by the strength of the U.S. dollar relative to foreign currencies. These factors have affected, to varying degrees, the amount of funds that consumers are willing and able to spend for discretionary purchases, including purchases of some of the merchandise offered by the Company.

All economic conditions ultimately affect the Company's overall operations. However, the effects of economic conditions can be experienced differently and at different times, in the various geographic regions in which the Company operates, in relation to the different types of merchandise that the Company offers for sale, or in relation to each of the Company's branded operations.

On November ~~9, 2017,~~14, 2018, the Company issued a press release to report ~~its~~ preliminary earnings for ~~the~~its third quarter ~~of 2017~~ and ~~reaffirmed its previously provided~~updated sales and earnings guidance for fiscal ~~2017. In summary, the Company expects comparable~~2018 as follows:

Total net sales ~~on an owned basis~~are expected to ~~decline between 2.2 percent and 3.3 percent, with~~range from up 0.3% to up 0.7% compared to fiscal 2017.

Annual comparable sales on an owned plus licensed basis are expected to ~~decline~~increase between ~~2.0 percent~~2.3% and ~~3.0 percent. Total~~2.5%. Annual comparable sales on an owned basis are expected to be ~~down between 3.2 percent and 4.3 percent in fiscal 2017. Total sales for fiscal 2017 reflect a 53rd week, whereas~~20-30 basis points below comparable sales ~~are~~ on ~~a 52-week~~an owned plus licensed basis. ~~As previously announced in August 2017, the Company expects a 1 cent increase in adjusted~~

•Net credit card revenue is expected to be approximately $740 million to $755 million.

•Effective tax rate is expected to be 22.75%.

Adjusted earnings per diluted share ~~due~~are expected to be $4.10 to $4.30. This reflects an increase of 15 cents compared to the ~~restructuring~~prior revised guidance provided at the end of the ~~merchandising operations.~~Company's second quarter of 2018.

All other annual guidance including gross margin, SG&A, asset sale gains, interest expense, depreciation and amortization, and capital expenditures are unchanged from the guidance previously provided by the Company.

Total net sales guidance is provided on a 52-week basis in 2018 compared to a 53-week basis in 2017. Comparable sales guidance is provided on a 52-week basis in both 2018 and 2017. The ~~Company now expects adjusted earnings per diluted share of between $3.38~~above fiscal 2018 guidance and ~~$3.63 in~~ fiscal 2017 ~~excluding~~comparable amounts reflect the ~~impact of the anticipated settlement charges, restructuring~~new accounting standards related to revenue recognition and other costs and net premiums and fees associated with debt repurchases. Excluding the impact of the anticipated fourth quarter gain on the sale of the Union Square Men’s building in San Francisco and the anticipated settlement charges, restructuring and other costs and net premiums and fees associated with debt repurchases, adjusted earnings per diluted share of $2.91 to $3.16 are expected in fiscal 2017.

retirement benefits.

MACY'S, INC.

Important Information Regarding Non-GAAP Financial Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles ~~(GAAP)~~("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 ~~the impact of~~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 reconciliation of the forward-looking 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) is in the same manner as illustrated below, ~~where~~except that the impact of growth in comparable sales of departments licensed to third parties is the only reconciling item. In addition, the Company does not provide the most directly comparable forward-looking GAAP measure of net income and diluted earnings per share attributable to Macy’s, Inc. shareholders excluding certain items because the timing and amount of excluded items ~~(e.g., impairments, restructuring and other costs, retirement plan settlement charges and net premiums on the early retirement of debt)~~ 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.

MACY'S, INC.

Change 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.

Third Quarter of 2017 Third Quarter of 2016

Decrease in comparable sales on an owned basis (note 1) (4.0 )% (3.3 )%
Impact of growth in comparable sales of departments licensed to third parties (note 2) 0.4 % 0.6 %
Decrease in comparable sales on an owned plus licensed basis (3.6 )% (2.7 )%

2017 2016

Decrease in comparable sales on an owned basis (note 1) (4.0 )% (4.0 )%
Impact of growth in comparable sales of departments licensed to third parties (note 2) 0.4 % 0.5 %
Decrease in comparable sales on an owned plus licensed basis (3.6 )% (3.5 )%



	Third Quarter of 2018		2018

Increase in comparable sales on an owned basis (note 1)	3.1	%	2.4	%
Impact of growth in comparable sales of departments licensed to third parties (note 2)	0.2	%	0.3	%
Increase in comparable sales on an owned plus licensed basis	3.3	%	2.7	%

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 ~~remodeling,~~significant expansion or ~~relocation~~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 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.

MACY'S, INC.

Adjusted Net Income and Adjusted Diluted Earnings Per Share Attributable to Macy's, Inc. Shareholders ~~Excluding Certain Items~~

The following is a tabular reconciliation of the non-GAAP financial measure 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 ~~measure.~~measures.

Third Quarter of 2017 Third Quarter of 2016

Diluted earnings per share attributable to Macy's, Inc. shareholders $ .12
$ .05
Add back the pre-tax impact of restructuring and other costs .11
—
Add back the pre-tax impact of settlement charges .07
.20
Deduct the income tax impact of certain items identified above (.07 ) (.08 )
Diluted earnings per share attributable to Macy's, Inc. shareholders,
excluding certain items $ .23
$ .17



	Third Quarter of 2018						Third Quarter of 2017

	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	$	62		$	0.20		$	30		$	0.10
Restructuring and other costs	3			0.01			33			0.11
Settlement charges	23			0.08			22			0.07
Income tax impact of certain items identified above	(5		)	(0.02		)	(20		)	(0.07		)
As adjusted	$	83		$	0.27		$	65		$	0.21

2017 2016

Diluted earnings per share attributable to Macy's, Inc. shareholders $ .73
$ .46
Add back the pre-tax impact of impairments, restructuring and other costs .11
.80
Add back the pre-tax impact of settlement charges .24
.26
Add back the pre-tax impact of net premiums on the early retirement of debt (note 1) —
—
Deduct the income tax impact of certain items identified above (.13 ) (.41 )
Diluted earnings per share attributable to Macy's, Inc. shareholders,
excluding certain items $ .95
$ 1.11



	2018						2017

	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	$	368		$	1.18		$	219		$	0.71
Impairment, restructuring and other costs (Note 1)	31			0.10			33			0.11
Settlement charges	73			0.23			73			0.24
Losses on early retirement of debt (Note 2)	5			0.02			1			—
Income tax impact of certain items identified above	(26		)	(0.08		)	(40		)	(0.13		)
As adjusted	$	451		$	1.45		$	286		$	0.93

~~Note:~~Notes:


(1)	For 2018 the above pre-tax adjustment excludes impairment, restructuring and other costs attributable to the noncontrolling interest shareholder of $8 million.


(2)	The impact during ~~the 39 weeks ended October 28,~~ 2017 represents a value less than ~~$.01~~$0.01 per diluted share attributable to ~~Macy’s,~~Macy's, Inc. shareholders.

MACY'S, INC.

New Pronouncements

Accounting Pronouncements Recently Adopted

See Part I, Item 1, “Financial Statements — Note 1 — Summary of Significant Accounting Policies.”

Accounting Pronouncements Not Yet Adopted

~~In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09,~~ ~~Revenue from Contracts with Customers~~, which establishes principles to report useful information to financial statements users about the nature, timing and uncertainty of revenue from contracts with customers. ASU No. 2014-09 along with various related amendments comprise ASC Topic 606, ~~Revenue from Contracts with Customers~~, and provide guidance that is applicable to all contracts with customers regardless of industry-specific or transaction-specific fact patterns. The new standard and its related updates are effective for the Company beginning on February 4, 2018. On the effective date, the Company will apply the new guidance retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. The Company is currently evaluating the methods of adoption and has not yet decided on the method to be applied when the new revenue guidance is effective.

The Company currently estimates the material impacts to its consolidated financial statements to include gross presentation of its estimates for future sales returns and related recoverable assets, presenting income from credit operations as a separate component of revenue and recognizing revenue for online transactions upon shipment rather than delivery. In addition, the gains for certain real estate transactions will generally be recognized earlier than under current guidance due to consideration of the guidance in ASU No. 2017-05, ~~Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)~~ ~~and the new lease standard discussed below.~~

The Company does not expect the new guidance to materially impact the revenue recognition associated with gift card breakage as well as the accounting for its warranty arrangements, loyalty programs and other customer incentive arrangements. The Company is continuing to evaluate the impact of the new standards and the final determinations of the impact of the new guidance may differ from these initial estimates.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), 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 will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

The new standard is effective for the Company on February 3, 2019 ~~with early adoption permitted. The new standard is to~~and will be adopted utilizing a modified retrospective ~~transition~~ approach that allows for ~~leases existing at, or entered into after, the beginning of the earliest comparative period presented~~transition in the ~~consolidated financial statements,~~period of adoption, with certain practical expedients available. ~~The Company has not yet decided whether it will early adopt the new standard but the Company currently plans to elect the majority of the standard's available practical expedients on adoption.~~

~~The Company expects that the new lease standard will have a material impact on the Company's consolidated financial statements.~~

While the Company is continuing to assess all impacts of the ~~effects of adoption, the Company currently believes the most significant changes relate to the recognition of new ROU~~standard, total assets and ~~lease~~ liabilities onare expected to increase by $2.0 billion to $2.5 billion as of the date of adoption. The standard is not expected to materially affect consolidated ~~balance sheets for real property and personal property operating leases as well as~~net income, which is expected to be impacted by changes to the timing of recognition of certain real estate asset sale gains ~~in the consolidated statements of income~~ due to application of the new sale-leaseback guidance and ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of NonFinancial Assets (Subtopic 610-20). These estimates are based on the Company's current lease portfolio and may change if the lease portfolio changes and as ~~discussed above. The~~the Company ~~expects that substantially all of its operating lease commitments will be subject~~continues to evaluate the new ~~guidance and will be recognized as operating lease liabilities and ROU assets upon adoption.~~standard. A significant change in leasing activity between the date of this report and adoption is not expected.

~~In March 2017, the FASB issued ASU No. 2017-07,~~ ~~Compensation-Retirement Benefits (Topic 715), which requires employers to disaggregate the service cost component from other components of net periodic benefit costs and to disclose the amounts of net periodic benefit costs that are included in~~ The Company's estimates will be updated each ~~income statement line item. The standard requires employers to report the service cost component in the same line item~~quarter as other compensation costs and to report the other components of net periodic benefit costs (which include interest costs, expected return on plan assets, amortization of prior service cost or credits and actuarial gains and losses) separately and outside a subtotal of operating income. The income statement guidance requires application on a retrospective basis. The new standard is effective for the Company beginning in the first quarter of 2018, with early adoption permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial position, results of operations, and related disclosures. The Company plans to adopt this standard on February 4, 2018.

The Company does not anticipate that the adoption of any other recent accounting pronouncements will have a material impact on the Company's consolidated financial position, results of operations or cash flows.

~~MACY'S, INC.~~

changes occur.


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 ~~2016~~2017 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 ~~2016~~2017 10-K.


Item 4.	Controls and Procedures.

The Company's Chief Executive Officer and Chief Financial Officer have carried out, as of ~~October 28, 2017~~November 3, 2018, 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 ~~October 28, 2017~~November 3, 2018 the Company's disclosure controls and procedures are 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.

~~There~~From time to time 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.

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.

There have been no material changes to the Risk Factors described in Part I, "Item 1A. Risk Factors" in the Company's ~~2016~~2017 10-K.


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 third quarter of ~~2017~~.2018.



	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)
~~July 30, 2017~~August 5, 2018 – ~~August 26, 2017~~September 1, 2018	—	—	—	1,716
~~August 27, 2017~~September 2, 2018 – ~~September 30, 2017~~October 6, 2018	—	—	—	1,716
October ~~1, 2017~~7, 2018 – ~~October 28, 2017~~November 3, 2018	—	—	—	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 ~~October 28, 2017~~November 3, 2018. All authorizations are cumulative and do not have an expiration date. As of ~~October 28, 2017~~November 3, 2018, $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.

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;

competitive pressures from department and 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;~~channels and to maintain its brand and reputation;

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;

conditions to, or changes in the timing of, proposed transactions, including planned store closings, and changes in expected synergies, cost savings and non-recurring charges;

the success of the Company's operational decisions (e.g., product curation, marketing programs) and strategic initiatives;

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 involving our real estate portfolio;

the seasonal nature of the Company's business;

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; and~~

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 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.

MACY'S, INC.


Item 6.	Exhibits.



31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)

32.1		Certification by Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act

32.2		Certification by Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act

101		The following financial statements from Macy's, Inc.'s Quarterly Report on Form 10-Q for the quarter ended ~~October 28, 2017,~~November 3, 2018, filed on December ~~4, 2017,~~7, 2018, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements.

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 Chief Legal Officer and Secretary

	By:	/s/ FELICIA WILLIAMS
		Felicia Williams Executive Vice President, Controller and Enterprise Risk Officer (Principal Accounting Officer)

Date: December ~~4, 2017~~7, 2018

3736



	Third Quarter of 2017		Third Quarter of 2016

Decrease in comparable sales on an owned basis (note 1)	(4.0	)%	(3.3	)%
Impact of growth in comparable sales of departments licensed to third parties (note 2)	0.4	%	0.6	%
Decrease in comparable sales on an owned plus licensed basis	(3.6	)%	(2.7	)%