| Condensed Consolidating Financial Information |
Condensed Consolidating Financial Information
Certain debt obligations of the Company described in Note 6, "Financing," which constitute debt obligations of Parent’s 100%-owned subsidiary, Macy’s Retail Holdings, Inc. (“Subsidiary Issuer”), are fully and unconditionally guaranteed by Parent. In the following condensed consolidating financial statements, “Other Subsidiaries” includes all other direct subsidiaries of Parent, including Bluemercury, Inc., FDS Bank, West 34th Street Insurance Company New York, Macy's Merchandising Corporation, Macy’s Merchandising Group, Inc. and its subsidiaries Macy's Merchandising Group (Hong Kong) Limited, Macy's Merchandising Group Procurement, LLC, Macy’s Merchandising Group International, LLC, Macy's Merchandising Group International (Hong Kong) Limited, and Macy's China Limited. “Subsidiary Issuer” includes operating divisions and non-guarantor subsidiaries of the Subsidiary Issuer on an equity basis. The assets and liabilities and results of operations of the non-guarantor subsidiaries of the Subsidiary Issuer are also reflected in “Other Subsidiaries.”
Condensed Consolidating Statements of Comprehensive Income for 2018, 2017 and 2016, Consolidating Balance Sheets as of February 2, 2019 and February 3, 2018, and the related Condensed Consolidating Statements of Cash Flows for 2018, 2017, and 2016 are presented on the following pages.
MACY’S, INC.
Condensed Consolidating Statement of Comprehensive Income
For 2018
(millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated |
Net sales |
$ |
— |
|
|
$ |
9,051 |
|
|
$ |
23,720 |
|
|
$ |
(7,800 |
) |
|
$ |
24,971 |
|
Credit card revenues (expense), net |
— |
|
|
(3 |
) |
|
771 |
|
|
— |
|
|
768 |
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
— |
|
|
(5,786 |
) |
|
(17,229 |
) |
|
7,800 |
|
|
(15,215 |
) |
Selling, general and administrative expenses |
— |
|
|
(3,509 |
) |
|
(5,530 |
) |
|
— |
|
|
(9,039 |
) |
Gains on sale of real estate |
— |
|
|
141 |
|
|
248 |
|
|
— |
|
|
389 |
|
Restructuring, impairment, store closing and other costs |
— |
|
|
(33 |
) |
|
(103 |
) |
|
— |
|
|
(136 |
) |
Operating income (loss) |
— |
|
|
(139 |
) |
|
1,877 |
|
|
— |
|
|
1,738 |
|
Benefit plan income, net |
— |
|
|
15 |
|
|
24 |
|
|
— |
|
|
39 |
|
Settlement charges |
(5 |
) |
|
(30 |
) |
|
(53 |
) |
|
— |
|
|
(88 |
) |
Interest (expense) income, net: |
|
|
|
|
|
|
|
|
|
External |
20 |
|
|
(260 |
) |
|
4 |
|
|
— |
|
|
(236 |
) |
Intercompany |
— |
|
|
(72 |
) |
|
72 |
|
|
— |
|
|
— |
|
Losses on early retirement of debt |
— |
|
|
(33 |
) |
|
— |
|
|
— |
|
|
(33 |
) |
Equity in earnings of subsidiaries |
1,104 |
|
|
345 |
|
|
— |
|
|
(1,449 |
) |
|
— |
|
Income (loss) before income taxes |
1,119 |
|
|
(174 |
) |
|
1,924 |
|
|
(1,449 |
) |
|
1,420 |
|
Federal, state and local income
tax benefit (expense) |
(11 |
) |
|
219 |
|
|
(530 |
) |
|
— |
|
|
(322 |
) |
Net income |
1,108 |
|
|
45 |
|
|
1,394 |
|
|
(1,449 |
) |
|
1,098 |
|
Net loss attributable to noncontrolling interest |
— |
|
|
— |
|
|
10 |
|
|
— |
|
|
10 |
|
|
Net income attributable to
Macy's, Inc. shareholders
|
$ |
1,108 |
|
|
$ |
45 |
|
|
$ |
1,404 |
|
|
$ |
(1,449 |
) |
|
$ |
1,108 |
|
Comprehensive income (loss) |
$ |
1,045 |
|
|
$ |
(15 |
) |
|
$ |
1,353 |
|
|
$ |
(1,348 |
) |
|
$ |
1,035 |
|
|
Comprehensive loss attributable to
noncontrolling interest
|
— |
|
|
— |
|
|
10 |
|
|
— |
|
|
10 |
|
|
Comprehensive income (loss) attributable to
Macy's, Inc. shareholders
|
$ |
1,045 |
|
|
$ |
(15 |
) |
|
$ |
1,363 |
|
|
$ |
(1,348 |
) |
|
$ |
1,045 |
|
MACY’S, INC.
Condensed Consolidating Statement of Comprehensive Income
For 2017
(millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated |
Net sales |
$ |
— |
|
|
$ |
9,490 |
|
|
$ |
23,317 |
|
|
$ |
(7,868 |
) |
|
$ |
24,939 |
|
Credit card revenues (expense), net |
— |
|
|
(2 |
) |
|
704 |
|
|
— |
|
|
702 |
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
— |
|
|
(6,122 |
) |
|
(16,927 |
) |
|
7,868 |
|
|
(15,181 |
) |
Selling, general and administrative expenses |
— |
|
|
(3,426 |
) |
|
(5,528 |
) |
|
— |
|
|
(8,954 |
) |
Gains on sale of real estate |
— |
|
|
201 |
|
|
343 |
|
|
— |
|
|
544 |
|
Restructuring, impairment, store closing and other costs |
— |
|
|
(40 |
) |
|
(146 |
) |
|
— |
|
|
(186 |
) |
Operating income |
— |
|
|
101 |
|
|
1,763 |
|
|
— |
|
|
1,864 |
|
Benefit plan income, net |
— |
|
|
22 |
|
|
35 |
|
|
— |
|
|
57 |
|
Settlement charges |
— |
|
|
(35 |
) |
|
(70 |
) |
|
— |
|
|
(105 |
) |
Interest (expense) income, net: |
|
|
|
|
|
|
|
|
|
External |
— |
|
|
(313 |
) |
|
3 |
|
|
— |
|
|
(310 |
) |
Intercompany |
— |
|
|
(139 |
) |
|
139 |
|
|
— |
|
|
— |
|
Gains on early retirement of debt |
— |
|
|
10 |
|
|
— |
|
|
— |
|
|
10 |
|
Equity in earnings of subsidiaries |
1,574 |
|
|
773 |
|
|
— |
|
|
(2,347 |
) |
|
— |
|
Income before income taxes |
1,574 |
|
|
419 |
|
|
1,870 |
|
|
(2,347 |
) |
|
1,516 |
|
Federal, state and local income
tax benefit (expense) |
(8 |
) |
|
356 |
|
|
(309 |
) |
|
— |
|
|
39 |
|
Net income |
1,566 |
|
|
775 |
|
|
1,561 |
|
|
(2,347 |
) |
|
1,555 |
|
Net loss attributable to noncontrolling interest |
— |
|
|
— |
|
|
11 |
|
|
— |
|
|
11 |
|
Net income attributable to
Macy's, Inc. shareholders |
$ |
1,566 |
|
|
$ |
775 |
|
|
$ |
1,572 |
|
|
$ |
(2,347 |
) |
|
$ |
1,566 |
|
Comprehensive income |
$ |
1,738 |
|
|
$ |
935 |
|
|
$ |
1,673 |
|
|
$ |
(2,619 |
) |
|
$ |
1,727 |
|
Comprehensive loss attributable to
noncontrolling interest |
— |
|
|
— |
|
|
11 |
|
|
— |
|
|
11 |
|
Comprehensive income attributable to
Macy's, Inc. shareholders |
$ |
1,738 |
|
|
$ |
935 |
|
|
$ |
1,684 |
|
|
$ |
(2,619 |
) |
|
$ |
1,738 |
|
MACY’S, INC.
Condensed Consolidating Statement of Comprehensive Income
For 2016
(millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated |
Net sales |
$ |
— |
|
|
$ |
10,735 |
|
|
$ |
23,508 |
|
|
$ |
(8,335 |
) |
|
$ |
25,908 |
|
Credit card revenues (expense), net |
— |
|
|
17 |
|
|
639 |
|
|
— |
|
|
656 |
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
— |
|
|
(6,818 |
) |
|
(17,183 |
) |
|
8,335 |
|
|
(15,666 |
) |
Selling, general and administrative expenses |
(2 |
) |
|
(3,899 |
) |
|
(5,356 |
) |
|
— |
|
|
(9,257 |
) |
Gains on sale of real estate |
— |
|
|
95 |
|
|
114 |
|
|
— |
|
|
209 |
|
Restructuring, impairment, store closing and other costs |
— |
|
|
(295 |
) |
|
(184 |
) |
|
— |
|
|
(479 |
) |
Operating income (loss) |
(2 |
) |
|
(165 |
) |
|
1,538 |
|
|
— |
|
|
1,371 |
|
Benefit plan income, net |
— |
|
|
21 |
|
|
34 |
|
|
— |
|
|
55 |
|
Settlement charges |
— |
|
|
(34 |
) |
|
(64 |
) |
|
— |
|
|
(98 |
) |
Interest (expense) income, net: |
|
|
|
|
|
|
|
|
|
External |
2 |
|
|
(366 |
) |
|
1 |
|
|
— |
|
|
(363 |
) |
Intercompany |
— |
|
|
(200 |
) |
|
200 |
|
|
— |
|
|
— |
|
Equity in earnings of subsidiaries |
627 |
|
|
267 |
|
|
— |
|
|
(894 |
) |
|
— |
|
Income (loss) before income taxes |
627 |
|
|
(477 |
) |
|
1,709 |
|
|
(894 |
) |
|
965 |
|
Federal, state and local income
tax benefit (expense) |
— |
|
|
278 |
|
|
(624 |
) |
|
— |
|
|
(346 |
) |
Net income (loss) |
627 |
|
|
(199 |
) |
|
1,085 |
|
|
(894 |
) |
|
619 |
|
Net loss attributable to noncontrolling interest |
— |
|
|
— |
|
|
8 |
|
|
— |
|
|
8 |
|
Net income (loss) attributable to
Macy's, Inc. shareholders |
$ |
627 |
|
|
$ |
(199 |
) |
|
$ |
1,093 |
|
|
$ |
(894 |
) |
|
$ |
627 |
|
Comprehensive income (loss) |
$ |
774 |
|
|
$ |
(52 |
) |
|
$ |
1,164 |
|
|
$ |
(1,120 |
) |
|
$ |
766 |
|
Comprehensive loss attributable to
noncontrolling interest |
— |
|
|
— |
|
|
8 |
|
|
— |
|
|
8 |
|
Comprehensive income (loss) attributable to
Macy's, Inc. shareholders |
$ |
774 |
|
|
$ |
(52 |
) |
|
$ |
1,172 |
|
|
$ |
(1,120 |
) |
|
$ |
774 |
|
MACY’S, INC.
Condensed Consolidating Balance Sheet
As of February 2, 2019
(millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated |
ASSETS: |
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
889 |
|
|
$ |
59 |
|
|
$ |
214 |
|
|
$ |
— |
|
|
$ |
1,162 |
|
Receivables |
— |
|
|
68 |
|
|
332 |
|
|
— |
|
|
400 |
|
Merchandise inventories |
— |
|
|
2,342 |
|
|
2,921 |
|
|
— |
|
|
5,263 |
|
Prepaid expenses and other current assets |
— |
|
|
143 |
|
|
477 |
|
|
— |
|
|
620 |
|
Total Current Assets |
889 |
|
|
2,612 |
|
|
3,944 |
|
|
— |
|
|
7,445 |
|
Property and Equipment – net |
— |
|
|
3,287 |
|
|
3,350 |
|
|
— |
|
|
6,637 |
|
Goodwill |
— |
|
|
3,326 |
|
|
582 |
|
|
— |
|
|
3,908 |
|
Other Intangible Assets – net |
— |
|
|
38 |
|
|
440 |
|
|
— |
|
|
478 |
|
Other Assets |
— |
|
|
41 |
|
|
685 |
|
|
— |
|
|
726 |
|
Deferred Income Taxes |
12 |
|
|
— |
|
|
— |
|
|
(12 |
) |
|
— |
|
Intercompany Receivable |
1,713 |
|
|
— |
|
|
1,390 |
|
|
(3,103 |
) |
|
— |
|
Investment in Subsidiaries |
4,030 |
|
|
3,119 |
|
|
— |
|
|
(7,149 |
) |
|
— |
|
Total Assets |
$ |
6,644 |
|
|
$ |
12,423 |
|
|
$ |
10,391 |
|
|
$ |
(10,264 |
) |
|
$ |
19,194 |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY: |
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
Short-term debt |
$ |
— |
|
|
$ |
42 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
43 |
|
Merchandise accounts payable |
— |
|
|
713 |
|
|
942 |
|
|
— |
|
|
1,655 |
|
Accounts payable and accrued liabilities |
170 |
|
|
950 |
|
|
2,246 |
|
|
— |
|
|
3,366 |
|
Income taxes |
14 |
|
|
52 |
|
|
102 |
|
|
— |
|
|
168 |
|
Total Current Liabilities |
184 |
|
|
1,757 |
|
|
3,291 |
|
|
— |
|
|
5,232 |
|
Long-Term Debt |
— |
|
|
4,692 |
|
|
16 |
|
|
— |
|
|
4,708 |
|
Intercompany Payable |
— |
|
|
3,103 |
|
|
— |
|
|
(3,103 |
) |
|
— |
|
Deferred Income Taxes |
— |
|
|
679 |
|
|
571 |
|
|
(12 |
) |
|
1,238 |
|
Other Liabilities |
24 |
|
|
406 |
|
|
1,150 |
|
|
— |
|
|
1,580 |
|
Shareholders’ Equity: |
|
|
|
|
|
|
|
|
|
|
Macy's, Inc. |
6,436 |
|
|
1,786 |
|
|
5,363 |
|
|
(7,149 |
) |
|
6,436 |
|
Noncontrolling Interest |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Total Shareholders’ Equity |
6,436 |
|
|
1,786 |
|
|
5,363 |
|
|
(7,149 |
) |
|
6,436 |
|
Total Liabilities and Shareholders’ Equity |
$ |
6,644 |
|
|
$ |
12,423 |
|
|
$ |
10,391 |
|
|
$ |
(10,264 |
) |
|
$ |
19,194 |
|
MACY’S, INC.
Condensed Consolidating Balance Sheet
As of February 3, 2018
(millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated |
ASSETS: |
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
1,109 |
|
|
$ |
58 |
|
|
$ |
288 |
|
|
$ |
— |
|
|
$ |
1,455 |
|
Receivables |
— |
|
|
85 |
|
|
278 |
|
|
— |
|
|
363 |
|
Merchandise inventories |
— |
|
|
2,344 |
|
|
2,834 |
|
|
— |
|
|
5,178 |
|
Prepaid expenses and other current assets |
— |
|
|
165 |
|
|
485 |
|
|
— |
|
|
650 |
|
Total Current Assets |
1,109 |
|
|
2,652 |
|
|
3,885 |
|
|
— |
|
|
7,646 |
|
Property and Equipment – net |
— |
|
|
3,349 |
|
|
3,323 |
|
|
— |
|
|
6,672 |
|
Goodwill |
— |
|
|
3,315 |
|
|
582 |
|
|
— |
|
|
3,897 |
|
Other Intangible Assets – net |
— |
|
|
44 |
|
|
444 |
|
|
— |
|
|
488 |
|
Other Assets |
1 |
|
|
89 |
|
|
790 |
|
|
— |
|
|
880 |
|
Deferred Income Taxes |
11 |
|
|
— |
|
|
— |
|
|
(11 |
) |
|
— |
|
Intercompany Receivable |
884 |
|
|
— |
|
|
2,381 |
|
|
(3,265 |
) |
|
— |
|
Investment in Subsidiaries |
4,032 |
|
|
4,119 |
|
|
— |
|
|
(8,151 |
) |
|
— |
|
Total Assets |
$ |
6,037 |
|
|
$ |
13,568 |
|
|
$ |
11,405 |
|
|
$ |
(11,427 |
) |
|
$ |
19,583 |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY: |
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
Short-term debt |
$ |
— |
|
|
$ |
6 |
|
|
$ |
16 |
|
|
$ |
— |
|
|
$ |
22 |
|
Merchandise accounts payable |
— |
|
|
653 |
|
|
937 |
|
|
— |
|
|
1,590 |
|
Accounts payable and accrued liabilities |
159 |
|
|
980 |
|
|
2,132 |
|
|
— |
|
|
3,271 |
|
Income taxes |
113 |
|
|
30 |
|
|
153 |
|
|
— |
|
|
296 |
|
Total Current Liabilities |
272 |
|
|
1,669 |
|
|
3,238 |
|
|
— |
|
|
5,179 |
|
Long-Term Debt |
— |
|
|
5,844 |
|
|
17 |
|
|
— |
|
|
5,861 |
|
Intercompany Payable |
— |
|
|
3,265 |
|
|
— |
|
|
(3,265 |
) |
|
— |
|
Deferred Income Taxes |
— |
|
|
559 |
|
|
600 |
|
|
(11 |
) |
|
1,148 |
|
Other Liabilities |
20 |
|
|
430 |
|
|
1,212 |
|
|
— |
|
|
1,662 |
|
Shareholders’ Equity: |
|
|
|
|
|
|
|
|
|
Macy's, Inc. |
5,745 |
|
|
1,801 |
|
|
6,350 |
|
|
(8,151 |
) |
|
5,745 |
|
Noncontrolling Interest |
— |
|
|
— |
|
|
(12 |
) |
|
— |
|
|
(12 |
) |
Total Shareholders’ Equity |
5,745 |
|
|
1,801 |
|
|
6,338 |
|
|
(8,151 |
) |
|
5,733 |
|
Total Liabilities and Shareholders’ Equity |
$ |
6,037 |
|
|
$ |
13,568 |
|
|
$ |
11,405 |
|
|
$ |
(11,427 |
) |
|
$ |
19,583 |
|
MACY’S, INC.
Condensed Consolidating Statement of Cash Flows
For 2018
(millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated |
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net income |
$ |
1,108 |
|
|
$ |
45 |
|
|
$ |
1,394 |
|
|
$ |
(1,449 |
) |
|
$ |
1,098 |
|
Restructuring, impairment, store closing and other costs |
— |
|
|
33 |
|
|
103 |
|
|
— |
|
|
136 |
|
Settlement charges |
5 |
|
|
30 |
|
|
53 |
|
|
— |
|
|
88 |
|
Gains on sale of real estate |
— |
|
|
(141 |
) |
|
(248 |
) |
|
— |
|
|
(389 |
) |
Equity in earnings of subsidiaries |
(1,104 |
) |
|
(345 |
) |
|
— |
|
|
1,449 |
|
|
— |
|
Dividends received from subsidiaries |
1,040 |
|
|
200 |
|
|
— |
|
|
(1,240 |
) |
|
— |
|
Depreciation and amortization |
— |
|
|
334 |
|
|
628 |
|
|
— |
|
|
962 |
|
Changes in assets, liabilities and other items not separately identified |
(91 |
) |
|
198 |
|
|
(266 |
) |
|
(1 |
) |
|
(160 |
) |
Net cash provided by
operating activities |
958 |
|
|
354 |
|
|
1,664 |
|
|
(1,241 |
) |
|
1,735 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchase of property and equipment and capitalized software, net |
— |
|
|
(135 |
) |
|
(323 |
) |
|
— |
|
|
(458 |
) |
Other, net |
— |
|
|
(16 |
) |
|
(33 |
) |
|
51 |
|
|
2 |
|
Net cash used by investing activities |
— |
|
|
(151 |
) |
|
(356 |
) |
|
51 |
|
|
(456 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Debt repaid |
— |
|
|
(1,098 |
) |
|
(1 |
) |
|
(50 |
) |
|
(1,149 |
) |
Dividends paid |
(463 |
) |
|
— |
|
|
(1,240 |
) |
|
1,240 |
|
|
(463 |
) |
Issuance of common stock, net of common stock acquired |
45 |
|
|
— |
|
|
— |
|
|
— |
|
|
45 |
|
Proceeds from noncontrolling interest |
— |
|
|
— |
|
|
7 |
|
|
— |
|
|
7 |
|
Intercompany activity, net |
(767 |
) |
|
875 |
|
|
(108 |
) |
|
— |
|
|
— |
|
Other, net |
7 |
|
|
5 |
|
|
4 |
|
|
— |
|
|
16 |
|
Net cash used by
financing activities |
(1,178 |
) |
|
(218 |
) |
|
(1,338 |
) |
|
1,190 |
|
|
(1,544 |
) |
Net decrease in cash, cash equivalents and restricted cash |
(220 |
) |
|
(15 |
) |
|
(30 |
) |
|
— |
|
|
(265 |
) |
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 |
$ |
889 |
|
|
$ |
64 |
|
|
$ |
295 |
|
|
$ |
— |
|
|
$ |
1,248 |
|
MACY’S, INC.
Condensed Consolidating Statement of Cash Flows
For 2017
(millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated |
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net income |
$ |
1,566 |
|
|
$ |
775 |
|
|
$ |
1,561 |
|
|
$ |
(2,347 |
) |
|
$ |
1,555 |
|
Restructuring, impairment, store closing and other costs |
— |
|
|
40 |
|
|
146 |
|
|
— |
|
|
186 |
|
Settlement charges |
— |
|
|
35 |
|
|
70 |
|
|
— |
|
|
105 |
|
Gains on sale of real estate |
— |
|
|
(201 |
) |
|
(343 |
) |
|
— |
|
|
(544 |
) |
Equity in earnings of subsidiaries |
(1,574 |
) |
|
(773 |
) |
|
— |
|
|
2,347 |
|
|
— |
|
Dividends received from subsidiaries |
903 |
|
|
450 |
|
|
— |
|
|
(1,353 |
) |
|
— |
|
Depreciation and amortization |
— |
|
|
354 |
|
|
637 |
|
|
— |
|
|
991 |
|
Changes in assets, liabilities and other items not separately identified |
14 |
|
|
79 |
|
|
(410 |
) |
|
— |
|
|
(317 |
) |
Net cash provided by
operating activities |
909 |
|
|
759 |
|
|
1,661 |
|
|
(1,353 |
) |
|
1,976 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Disposition (purchase) of property and equipment and capitalized software, net |
— |
|
|
68 |
|
|
(417 |
) |
|
— |
|
|
(349 |
) |
Other, net |
— |
|
|
7 |
|
|
(9 |
) |
|
— |
|
|
(2 |
) |
Net cash provided (used) by
investing activities |
— |
|
|
75 |
|
|
(426 |
) |
|
— |
|
|
(351 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Debt repaid |
— |
|
|
(987 |
) |
|
(1 |
) |
|
— |
|
|
(988 |
) |
Dividends paid |
(461 |
) |
|
— |
|
|
(1,353 |
) |
|
1,353 |
|
|
(461 |
) |
Common stock acquired, net of
issuance of common stock |
5 |
|
|
— |
|
|
— |
|
|
— |
|
|
5 |
|
Proceeds from noncontrolling interest |
— |
|
|
— |
|
|
13 |
|
|
— |
|
|
13 |
|
Intercompany activity, net |
(427 |
) |
|
249 |
|
|
178 |
|
|
— |
|
|
— |
|
Other, net |
145 |
|
|
(98 |
) |
|
(62 |
) |
|
— |
|
|
(15 |
) |
Net cash used by financing activities |
(738 |
) |
|
(836 |
) |
|
(1,225 |
) |
|
1,353 |
|
|
(1,446 |
) |
Net increase (decrease) in cash, cash equivalents and restricted cash |
171 |
|
|
(2 |
) |
|
10 |
|
|
— |
|
|
179 |
|
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 |
$ |
1,109 |
|
|
$ |
79 |
|
|
$ |
325 |
|
|
$ |
— |
|
|
$ |
1,513 |
|
MACY’S, INC.
Condensed Consolidating Statement of Cash Flows
For 2016
(millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary
Issuer
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated |
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
627 |
|
|
$ |
(199 |
) |
|
$ |
1,085 |
|
|
$ |
(894 |
) |
|
$ |
619 |
|
Restructuring, impairment, store closing and other costs |
— |
|
|
295 |
|
|
184 |
|
|
— |
|
|
479 |
|
Settlement charges |
— |
|
|
34 |
|
|
64 |
|
|
— |
|
|
98 |
|
Gains on sale of real estate |
— |
|
|
(95 |
) |
|
(114 |
) |
|
— |
|
|
(209 |
) |
Equity in earnings of subsidiaries |
(627 |
) |
|
(267 |
) |
|
— |
|
|
894 |
|
|
— |
|
Dividends received from subsidiaries |
957 |
|
|
575 |
|
|
— |
|
|
(1,532 |
) |
|
— |
|
Depreciation and amortization |
— |
|
|
407 |
|
|
651 |
|
|
— |
|
|
1,058 |
|
Changes in assets, liabilities and other items not separately identified |
138 |
|
|
(312 |
) |
|
(70 |
) |
|
— |
|
|
(244 |
) |
Net cash provided by
operating activities |
1,095 |
|
|
438 |
|
|
1,800 |
|
|
(1,532 |
) |
|
1,801 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Disposition (purchase) of property and equipment and capitalized software, net |
— |
|
|
13 |
|
|
(252 |
) |
|
— |
|
|
(239 |
) |
Other, net |
— |
|
|
(18 |
) |
|
14 |
|
|
— |
|
|
(4 |
) |
Net cash used by
investing activities |
— |
|
|
(5 |
) |
|
(238 |
) |
|
— |
|
|
(243 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Debt repaid |
— |
|
|
(753 |
) |
|
(1 |
) |
|
— |
|
|
(754 |
) |
Dividends paid |
(459 |
) |
|
— |
|
|
(1,532 |
) |
|
1,532 |
|
|
(459 |
) |
Common stock acquired, net of
issuance of common stock |
(280 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(280 |
) |
Proceeds from noncontrolling interest |
— |
|
|
— |
|
|
6 |
|
|
— |
|
|
6 |
|
Intercompany activity, net |
(144 |
) |
|
233 |
|
|
(89 |
) |
|
— |
|
|
— |
|
Other, net |
(15 |
) |
|
27 |
|
|
49 |
|
|
— |
|
|
61 |
|
Net cash used by
financing activities |
(898 |
) |
|
(493 |
) |
|
(1,567 |
) |
|
1,532 |
|
|
(1,426 |
) |
Net increase (decrease) in cash, cash equivalents and restricted cash |
197 |
|
|
(60 |
) |
|
(5 |
) |
|
— |
|
|
132 |
|
Cash, cash equivalents and restricted cash at
beginning of period |
741 |
|
|
141 |
|
|
320 |
|
|
— |
|
|
1,202 |
|
Cash, cash equivalents and restricted cash at
end of period |
$ |
938 |
|
|
$ |
81 |
|
|
$ |
315 |
|
|
$ |
— |
|
|
$ |
1,334 |
|
|