Condensed Consolidating Financial Information | Condensed Consolidating Financial Information Certain debt obligations of the Company, which constitute debt obligations of Macy's Retail Holdings, Inc. ("Subsidiary Issuer"), a 100%-owned subsidiary of Macy's, Inc. ("Parent"), are fully and unconditionally guaranteed by Parent. In the following condensed consolidating financial statements, "Other Subsidiaries" includes all other direct subsidiaries of Parent, including Bluemercury, Inc., FDS Bank, West 34th Street Insurance Company New York, Macy's Merchandising Corporation, Macy's Merchandising Group, Inc. and its subsidiaries Macy's Merchandising Group (Hong Kong) Limited, Macy's Merchandising Group Procurement, LLC, Macy's Merchandising Group International, LLC, Macy's Merchandising Group International (Hong Kong) Limited, and Macy's China Limited. "Subsidiary Issuer" includes operating divisions and non- guarantor subsidiaries of the Subsidiary Issuer on an equity basis. The assets and liabilities and results of operations of the non-guarantor subsidiaries of the Subsidiary Issuer are also reflected in "Other Subsidiaries." In June 2020, in conjunction with the financing discussed in Note 7, "Financing Activities," Macy's Retail Holdings, Inc. was converted into a limited liability company and in May 2020 direct, wholly-owned subsidiaries of the Parent, Macy’s Inventory Holdings LLC and Macy’s Propco Holdings, LLC, were created. Condensed Consolidating Statements of Comprehensive Income for the 13 weeks ended May 2, 2020 and May 4, 2019 , Condensed Consolidating Balance Sheets as of May 2, 2020 , May 4, 2019 and February 1, 2020 , and the related Condensed Consolidating Statements of Cash Flows for the 13 weeks ended May 2, 2020 and May 4, 2019 are presented on the following pages. Condensed Consolidating Statement of Comprehensive Income (Loss) For the 13 Weeks Ended May 2, 2020 (millions) Parent Subsidiary Issuer Other Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 867 $ 2,955 $ (805 ) $ 3,017 Credit card revenues (expense), net — (5 ) 136 — 131 Cost of sales — (796 ) (2,510 ) 805 (2,501 ) Selling, general and administrative expenses — (562 ) (1,036 ) — (1,598 ) Gains on sale of real estate — — 16 — 16 Impairment, restructuring and other costs — (2,722 ) (462 ) — (3,184 ) Operating loss — (3,218 ) (901 ) — (4,119 ) Benefit plan income, net — 3 6 — 9 Interest (expense) income, net: External 1 (49 ) 1 — (47 ) Intercompany — (18 ) 18 — — Equity in loss of subsidiaries (3,582 ) (795 ) — 4,377 — Loss before income taxes (3,581 ) (4,077 ) (876 ) 4,377 (4,157 ) Federal, state and local income — 427 149 — 576 Net loss $ (3,581 ) $ (3,650 ) $ (727 ) $ 4,377 $ (3,581 ) Comprehensive loss $ (3,572 ) $ (3,641 ) $ (721 ) $ 4,362 $ (3,572 ) Condensed Consolidating Statement of Comprehensive Income For the 13 Weeks Ended May 4, 2019 (millions) Parent Subsidiary Issuer Other Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 2,154 $ 4,768 $ (1,418 ) $ 5,504 Credit card revenues, net — (2 ) 174 — 172 Cost of sales — (1,341 ) (3,480 ) 1,418 (3,403 ) Selling, general and administrative expenses — (803 ) (1,309 ) — (2,112 ) Gains on sale of real estate — 24 19 — 43 Impairment and other costs — — (1 ) — (1 ) Operating income — 32 171 — 203 Benefit plan income, net — 3 4 — 7 Interest (expense) income, net: External 5 (53 ) 1 — (47 ) Intercompany — (19 ) 19 — — Equity in earnings (loss) of subsidiaries 132 (30 ) — (102 ) — Income (loss) before income taxes 137 (67 ) 195 (102 ) 163 Federal, state and local income (1 ) 24 (50 ) — (27 ) Net income (loss) $ 136 $ (43 ) $ 145 $ (102 ) $ 136 Comprehensive income (loss) $ 142 $ (38 ) $ 149 $ (111 ) $ 142 Condensed Consolidating Balance Sheet As of May 2, 2020 (millions) Parent Subsidiary Issuer Other Subsidiaries Consolidating Adjustments Consolidated ASSETS: Current Assets: Cash and cash equivalents $ 1,160 $ 25 $ 338 $ — $ 1,523 Receivables — 23 147 — 170 Merchandise inventories — 2,072 2,851 — 4,923 Income taxes — — 3 (3 ) — Prepaid expenses and other current assets — 102 417 — 519 Total Current Assets 1,160 2,222 3,756 (3 ) 7,135 Property and Equipment – net — 2,978 3,447 — 6,425 Right of Use Assets — 600 2,072 — 2,672 Goodwill — 670 168 — 838 Other Intangible Assets – net — 4 435 — 439 Other Assets 418 46 608 — 1,072 Deferred Income Taxes 11 — — (11 ) — Intercompany Receivable 1,598 — 677 (2,275 ) — Investment in Subsidiaries — 2,010 — (2,010 ) — Total Assets $ 3,187 $ 8,530 $ 11,163 $ (4,299 ) $ 18,581 LIABILITIES AND SHAREHOLDERS’ EQUITY: Current Liabilities: Short-term debt $ — $ 739 $ — $ — $ 739 Merchandise accounts payable — 928 1,268 — 2,196 Accounts payable and accrued liabilities 14 719 2,024 — 2,757 Income taxes 65 18 — (3 ) 80 Total Current Liabilities 79 2,404 3,292 (3 ) 5,772 Long-Term Debt — 4,918 — — 4,918 Long-Term Lease Liabilities — 548 2,375 — 2,923 Intercompany Payable — 2,275 — (2,275 ) — Deferred Income Taxes — 377 578 (11 ) 944 Other Liabilities 25 407 895 — 1,327 Accumulated Losses from Subsidiaries 386 — — (386 ) — Shareholders' Equity (Deficit) 2,697 (2,399 ) 4,023 (1,624 ) 2,697 Total Liabilities and Shareholders' Equity $ 3,187 $ 8,530 $ 11,163 $ (4,299 ) $ 18,581 Condensed Consolidating Balance Sheet As of May 4, 2019 (millions) Parent Subsidiary Issuer Other Subsidiaries Consolidating Adjustments Consolidated ASSETS: Current Assets: Cash and cash equivalents $ 293 $ 151 $ 293 $ — $ 737 Receivables — 40 197 — 237 Merchandise inventories — 2,369 3,129 — 5,498 Prepaid expenses and other current assets — 163 470 — 633 Total Current Assets 293 2,723 4,089 — 7,105 Property and Equipment – net — 3,202 3,297 — 6,499 Right of Use Assets — 677 1,954 — 2,631 Goodwill — 3,326 582 — 3,908 Other Intangible Assets – net — 5 436 — 441 Other Assets — 28 684 — 712 Deferred Income Taxes 6 — — (6 ) — Intercompany Receivable 2,436 — 886 (3,322 ) — Investment in Subsidiaries 3,776 3,061 — (6,837 ) — Total Assets $ 6,511 $ 13,022 $ 11,928 $ (10,165 ) $ 21,296 LIABILITIES AND SHAREHOLDERS’ EQUITY: Current Liabilities: Short-term debt $ — $ 41 $ — $ — $ 41 Merchandise accounts payable — 845 1,105 — 1,950 Accounts payable and accrued liabilities 73 786 1,987 — 2,846 Income taxes 87 61 34 — 182 Total Current Liabilities 160 1,733 3,126 — 5,019 Long-Term Debt — 4,680 — — 4,680 Long-Term Lease Liabilities — 607 2,216 — 2,823 Intercompany Payable — 3,322 — (3,322 ) — Deferred Income Taxes — 626 573 (6 ) 1,193 Other Liabilities 28 341 889 — 1,258 Shareholders' Equity 6,323 1,713 5,124 (6,837 ) 6,323 Total Liabilities and Shareholders' Equity $ 6,511 $ 13,022 $ 11,928 $ (10,165 ) $ 21,296 Condensed Consolidating Balance Sheet As of February 1, 2020 (millions) Parent Subsidiary Issuer Other Subsidiaries Consolidating Adjustments Consolidated ASSETS: Current Assets: Cash and cash equivalents $ 413 $ 59 $ 213 $ — $ 685 Receivables — 83 326 — 409 Merchandise inventories — 2,239 2,949 — 5,188 Prepaid expenses and other current assets — 118 410 — 528 Total Current Assets 413 2,499 3,898 — 6,810 Property and Equipment – net — 3,103 3,530 — 6,633 Right of Use Assets — 611 2,057 — 2,668 Goodwill — 3,326 582 — 3,908 Other Intangible Assets – net — 4 435 — 439 Other Assets — 37 677 — 714 Deferred Income Taxes 12 — — (12 ) — Intercompany Receivable 2,675 — 1,128 (3,803 ) — Investment in Subsidiaries 3,433 2,796 — (6,229 ) — Total Assets $ 6,533 $ 12,376 $ 12,307 $ (10,044 ) $ 21,172 LIABILITIES AND SHAREHOLDERS’ EQUITY: Current Liabilities: Short-term debt $ — $ 539 $ — $ — $ 539 Merchandise accounts payable — 702 980 — 1,682 Accounts payable and accrued liabilities 126 909 2,413 — 3,448 Income taxes 5 11 65 — 81 Total Current Liabilities 131 2,161 3,458 — 5,750 Long-Term Debt — 3,621 — — 3,621 Long-Term Lease Liabilities — 543 2,375 — 2,918 Intercompany Payable — 3,803 — (3,803 ) — Deferred Income Taxes — 595 586 (12 ) 1,169 Other Liabilities 25 414 898 — 1,337 Shareholders' Equity 6,377 1,239 4,990 (6,229 ) 6,377 Total Liabilities and Shareholders' Equity $ 6,533 $ 12,376 $ 12,307 $ (10,044 ) $ 21,172 Condensed Consolidating Statement of Cash Flows For the 13 Weeks Ended May 2, 2020 (millions) Parent Subsidiary Issuer Other Subsidiaries Consolidating Adjustments Consolidated Cash flows from operating activities: Net loss $ (3,581 ) $ (3,650 ) $ (727 ) $ 4,377 $ (3,581 ) Impairment, restructuring and other costs — 2,722 462 — 3,184 Equity in loss of subsidiaries 3,582 795 — (4,377 ) — Dividends received from subsidiaries 251 — — (251 ) — Depreciation and amortization — 77 160 — 237 Gains on sale of real estate — — (16 ) — (16 ) Changes in assets, liabilities and other items not separately identified (353 ) 151 214 — 12 Net cash provided (used) by operating activities (101 ) 95 93 (251 ) (164 ) Cash flows from investing activities: Purchase of property and equipment and capitalized software, net of dispositions — (34 ) (105 ) — (139 ) Other, net — — 26 — 26 Net cash used by investing activities — (34 ) (79 ) — (113 ) Cash flows from financing activities: Debt issued, net of debt repaid — 1,497 (1 ) — 1,496 Dividends paid (117 ) — (251 ) 251 (117 ) Intercompany activity, net 1,082 (1,529 ) 447 — — Other, net (117 ) (68 ) (46 ) — (231 ) Net cash provided (used) by financing activities 848 (100 ) 149 251 1,148 Net increase (decrease) in cash, cash equivalents and restricted cash 747 (39 ) 163 — 871 Cash, cash equivalents and restricted cash at beginning of period 413 64 254 — 731 Cash, cash equivalents and restricted cash at end of period $ 1,160 $ 25 $ 417 $ — $ 1,602 Condensed Consolidating Statement of Cash Flows For the 13 Weeks Ended May 4, 2019 (millions) Parent Subsidiary Issuer Other Subsidiaries Consolidating Adjustments Consolidated Cash flows from operating activities: Net income (loss) $ 136 $ (43 ) $ 145 $ (102 ) $ 136 Impairment and other costs — — 1 — 1 Equity in loss (earnings) of subsidiaries (132 ) 30 — 102 — Dividends received from subsidiaries 225 — — (225 ) — Depreciation and amortization — 85 151 — 236 Gains on sale of real estate — (24 ) (19 ) — (43 ) Changes in assets, liabilities and other items not separately identified 78 (118 ) (328 ) — (368 ) Net cash provided (used) by operating activities 307 (70 ) (50 ) (225 ) (38 ) Cash flows from investing activities: Purchase of property and equipment and capitalized software, net of dispositions — (52 ) (178 ) — (230 ) Other, net — — (7 ) — (7 ) Net cash used by investing activities — (52 ) (185 ) — (237 ) Cash flows from financing activities: Debt repaid — (3 ) — — (3 ) Dividends paid (116 ) — (225 ) 225 (116 ) Issuance of common stock 6 — — — 6 Intercompany activity, net (700 ) 214 486 — — Other, net (93 ) 28 20 — (45 ) Net cash provided (used) by financing activities (903 ) 239 281 225 (158 ) Net increase (decrease) in cash, cash equivalents and restricted cash (596 ) 117 46 — (433 ) Cash, cash equivalents and restricted cash at beginning of period 889 64 295 — 1,248 Cash, cash equivalents and restricted cash at end of period $ 293 $ 181 $ 341 $ — $ 815 |