UNITED STATES
  
 
 
  
  
SECURITIES AND EXCHANGE COMMISSION
  
 
 
  
  
Washington, D.C.  20549
  
 
 
  
  
 
  
 
 
  
  
FORM 8-K
  
 
 
  
  
 
  
 
 
  
  
CURRENT REPORT
  
 
 
  
  
 
  
 
 
  
  
Pursuant to Section 13 or 15(d) of the
  
 
 
  
  
Securities Exchange Act of 1934
  
 
 
  
  
 
  
 
 
  
  
 
  
 
 
  
  
Date of Report:  August 13, 2014
  
 
 
  
  
 
  
 
 
  
  
 
  
 
 
  
  

	MACY'S, INC.
  
 
 
  
  
 
  
 
 
  
  
7 West Seventh Street, Cincinnati, Ohio 45202

  (513) 579-7000
  
 
 
  
  
 
  
 
 
  
  
-and-
  
 
 
  
  
 
  
 
 
  
  
151 West 34th Street, New York, New York 10001

  (212) 494-1602
  
 
 
  
  
 
  
 
 
  
  
 
  
 
 
  
  
Delaware
  
  
  
1-13536
  
  
  
13-3324058
  
 
 
  
  
(State of Incorporation)
  
  
  
(Commission File Number)
  
  
  
(IRS Employer Identification No.)
  
 
 
  
  
 
  
 
 
  
  
 
  
 
 
  
  
Check the appropriate
  box below if the Form 8-K is intended to simultaneously satisfy the filing
  obligation of the registrant under any of the following provisions:
  
 
 
  
  
 
  
 
 
  
  
[   ]  Written communications pursuant to Rule 425 under the
  Securities Act (17 CFR 230.425)
  
 
 
  
  
 
  
 
 
  
  
[   ]  Soliciting material pursuant to Rule 14a-12 under the
  Exchange Act (17 CFR 240.14a-12)
  
 
 
  
  
 
  
 
 
  
  
[   ]  Pre-commencement communications pursuant to Rule 14d-2(b)
  under the Exchange Act (17 CFR 240.14d-2(b))
  
 
 
  
  
 
  
 
 
  
  
[   ]  Pre-commencement communications pursuant to Rule 13e-4(c)
  under the Exchange Act (17 CFR 240.13e-4(c))
  
 
 
  
  
 
  
 


 





 


 
  
  
Item 2.02.
  
  
  
Results of
  Operations and Financial Condition.
  
 
 
  
  
 
  
  
  
 
  
 
 
  
  
 
  
  
  
On August 13,
  2014, Macy's, Inc. ("Macy's") issued a press release announcing
  Macy's sales, financial condition and results of operations for the 13 and 26
  weeks ended August 2, 2014.  The full text of the press release is attached
  hereto as Exhibit 99.1 and is incorporated herein by reference.
  
 
  

	The press release referred
  to above contains a non-GAAP financial measure of comparable sales together
  with comparable sales of departments licensed to third parties.  Macy's 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, Macy's includes these
  commissions (rather than sales of the departments licensed to third parties)
  in its net sales. Macy's does not, however, include any amounts in respect of
  licensed department sales (or any commissions earned on such sales) in its
  comparable sales calculation.  Management believes that providing
  comparable sales growth together with comparable sales of departments
  licensed to third parties is a useful measure to assist investors in
  evaluating Macy's ability to generate sales growth, whether through owned
  businesses or departments licensed to third parties, on a comparable basis.
  Management believes that providing comparable sales growth together with
  comparable sales of departments licensed to third parties is particularly
  useful in evaluating the impact of changes in the manner in which certain
  departments are operated (e.g. the conversion in 2013 of most of Macy's
  previously owned athletic footwear business to licensed Finish Line shops).
  However, the reader is cautioned that any non-GAAP financial measures
  provided by Macy's are provided in addition to, and not as alternatives for,
  Macy's reported results prepared in accordance with GAAP. Certain items that
  may have a significant impact on Macy's financial position, results of
  operations and cash flows must be considered when assessing Macy's actual
  financial condition and performance regardless of whether these items are
  included in these non-GAAP financial measures. In addition, you should note
  that the amounts received by Macy’s on account of sales of departments
  licensed to third parties are limited to commissions received on such sales. The
  methods used by Macy's 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 provided by Macy's may
  not be comparable to similar measures provided by other companies.
  
 
  
 
  
 
 
  
  
 
  
  
  
 
  
 
 
  
  
Item 9.01.
  
  
  
Financial
  Statements and Exhibits.
  
 
 
  
  
 
  
  
  
 
  
 
 
  
  
 
  
  
  
(d)
  
  
  
Exhibits
  
 
 
  
  
 
  
 
 
  
  
 
  
  
  
 
  
  
  
99.1
  
  
  
Press Release
  of Macy's dated August 13, 2014.
  
 
 
  
  
 
  
  
  
 
  
  
  
 
  
  
  
 
  
 
 
  
  
 
  
 
 
  
  
  
  
  
 


 


 
  


  
 
  
 
  
 
  
 
  
 
 
  
  
MACY'S, INC.

  

  
  
 
 
  
  
 
  
 
 
  
  
SIGNATURE

  

  
  
 
 
  
  
 
  
 
 
  
  
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 hereunto
  duly authorized.

  

  
  
 
 
  
  
 
  
 
 
  
  
 
  
  
  
  MACY'S, INC.

  

  
  
 
 
  
  
 
  
  
  
 
  
 
 
  
  
Dated:  August
  13, 2014
  
  
  
  By:   /s/
  Joel A. Belsky  
  
 
 
  
  
 
  
  
  
 
	Name:   Joel A. Belsky
	
 
	Title:  Executive Vice President and Controller
  

  
 
 
  
  
 
  
  
  
 
  
 


 





 


 
  
  
Index to Exhibits
  
 
 
  
  
 
  
 
 
  
  
Index Number
  
  
  
 
  
  
  
 
  
  
 
 
 
  
  
 
  
  
  
 
  
  
  
 
  
  
 
 
 
  
  
99.1
  
  
  
 
  
  
  
Press Release
  of Macy's dated August 13, 2014.