Obligation Macey's Holdings Inc. 3.625% ( US55616XAL10 ) en USD

Macey's Holdings Inc.

100 % ▼

Etats-unis

US55616XAL10 ( en USD )

3.625% par an ( paiement semestriel )

31/05/2024 - Obligation échue

Prospectus brochure de l'obligation Macy's Retail Holdings Inc US55616XAL10 en USD 3.625%, échue

2 000 USD

500 000 000 USD

55616XAL1

B ( Très spéculatif )

B1 ( Très spéculatif )

Macy's Retail Holdings Inc. est une société américaine de vente au détail multimarques possédant et exploitant des grands magasins Macy's et Bloomingdale's, ainsi que des sites de commerce électronique associés.

L'Obligation émise par Macey's Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US55616XAL10, paye un coupon de 3.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2024

L'Obligation émise par Macey's Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US55616XAL10, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Macey's Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US55616XAL10, a été notée B ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed pursuant to Rule 424(b)(2)
SEC File No. 333-185321
333-185321-01
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price
Registration Fee (1)
3.625% Senior Notes due 2024
$500,000,000 99.899%

$499,495,000 $64,335

(1) Pursuant to Rule 457(r), the total registration fee for this offering is $64,335.
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PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 7, 2012)
3.625% Senior Notes Due 2024
Payment of principal and interest unconditionally guaranteed by

Macy's Retail Holdings, Inc. ("Macy's Holdings") is offering $500,000,000 aggregate principal amount of its 3.625%
Senior Notes due June 1, 2024, which we refer to as the "senior notes."
The senior notes mature on June 1, 2024, unless earlier redeemed. Macy's Holdings will pay interest on the senior notes
semi-annually in arrears on each June 1 and December 1. The first interest payment will be made on December 1, 2014. The senior
notes will rank equal in right of payment to any other existing or future senior unsecured obligations of Macy's Holdings. The
guarantee will rank equal in right of payment to all other existing and future senior unsecured obligations of Macy's, Inc.
Macy's Holdings may redeem the senior notes at any time at the redemption price set forth herein. Upon the occurrence of
both (i) a change of control of Macy's, Inc. and (ii) within a specified period in relation to the change of control, the senior notes
being downgraded by at least two of Fitch Ratings, Inc., Moody's Investors Service, Inc. and Standard & Poor's Ratings Services and
being rated below an investment grade rating by at least two of such rating agencies, Macy's Holdings will be required to make an
offer to purchase the senior notes at 101% of their principal amount. On and after March 1, 2024 Macy's Holdings may redeem the
senior notes at par, plus accrued and unpaid interest.
Investing in the senior notes involves risks. See the "Risk Factors" section in our Annual Report
on Form 10-K for the year ended February 1, 2014.

Senior

Notes

Per Note

Total

Initial public offering price (1)
99.899%
$499,495,000
Underwriting discounts and commissions
0.650%
$ 3,250,000
Proceeds to Macy's Holdings (1)
99.249%
$496,245,000

(1)
Plus accrued interest, if any, from May 23, 2014.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The underwriters expect to deliver the senior notes in book-entry form only through the facilities of The Depository Trust
Company for the accounts of its participants, including Clearstream Banking, societe anonyme, and Euroclear Bank S.A./N.V., as
operator of the Euroclear System, against payment in New York, New York on May 23, 2014.

Joint Book-Running Managers
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BofA Merrill Lynch
Credit Suisse

J.P. Morgan
Goldman, Sachs & Co.
US Bancorp
Wells Fargo Securities
Co-Managers

BNY Mellon Capital Markets, LLC

Citigroup

Fifth Third Securities, Inc.
Loop Capital Markets

Mitsubishi UFJ Securities

PNC Capital Markets LLC
Ramirez & Co., Inc.

Standard Chartered Bank

The Williams Capital Group, L.P.

The date of this prospectus supplement is May 20, 2014.
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TABLE OF CONTENTS
Prospectus Supplement

Page
SUMMARY
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RECENT DEVELOPMENTS
S-3
USE OF PROCEEDS
S-4
DESCRIPTION OF NOTES
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U.S. FEDERAL INCOME TAX CONSIDERATIONS
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UNDERWRITING
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EXPERTS
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LEGAL MATTERS
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Prospectus Supplement

Page
ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION
2
INCORPORATION BY REFERENCE
2
FORWARD-LOOKING STATEMENTS
3
DESCRIPTION OF DEBT SECURITIES
4
DESCRIPTION OF MACY'S CAPITAL STOCK
14
DESCRIPTION OF DEPOSITARY SHARES
15
DESCRIPTION OF WARRANTS
16
DESCRIPTION OF PURCHASE CONTRACTS
16
DESCRIPTION OF UNITS
17
RATIO OF EARNINGS TO FIXED CHARGES
18
USE OF PROCEEDS
18
CERTAIN LEGAL MATTERS
18
EXPERTS
18

None of Macy's, Inc., Macy's Holdings or any underwriter has authorized anyone to provide any information or to
make any representation other than those contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or in any free writing prospectus that we have prepared. We take no responsibility for, and can
provide no assurance as to the reliability of, any other information that you obtain from other sources or that others may give
you. This document may only be used where it is legal to sell the securities. The information in this document may be accurate
only on the date of this document.

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SUMMARY
The following summary contains basic information about the senior notes and is not intended to be complete. For a more
complete discussion of the senior notes, please refer to the section entitled "Description of Notes" in this prospectus supplement.
You should read the entire prospectus supplement and the accompanying prospectus, as well as the documents incorporated by
reference into them, before making an investment decision.

Issuer
Macy's Retail Holdings, Inc.

Guarantor
Macy's, Inc.

Securities Offered
$500,000,000 aggregate principal amount of 3.625% Senior Notes due 2024.

Maturity Date
June 1, 2024.

Interest Payment Dates
Semi-annually in arrears on each June 1 and December 1, commencing on
December 1, 2014. Interest on the senior notes being offered by this prospectus
supplement will accrue from May 23, 2014.

Ranking
The senior notes will rank equal in right of payment to any other existing or
future senior unsecured obligations of Macy's Holdings.

Guarantee
The obligations of Macy's Holdings under the senior notes will be fully and
unconditionally guaranteed on a senior unsecured basis by Macy's, Inc. The
guarantee will rank equal in right of payment to all other existing and future
senior unsecured obligations of Macy's, Inc.

Optional Redemption
Macy's Holdings may, at its option, at any time in whole or from time to time in
part, redeem the senior notes at the redemption prices described in this
prospectus supplement, plus accrued interest to the date of redemption.

Change of Control
Upon the occurrence of both (i) a change of control of Macy's, Inc. and
(ii) within a specified period in relation to the change of control, the senior
notes being downgraded by at least two of Fitch Ratings, Inc., Moody's
Investors Service, Inc. and Standard & Poor's Ratings Services and being rated
below an investment grade rating by at least two of such rating agencies, Macy's
Holdings will be required to make an offer to purchase the senior notes at a
price equal to 101% of their principal amount, plus accrued and unpaid interest
to the date of repurchase. See "Description of Notes--Change of Control."

Certain Covenants
The indenture, pursuant to which the senior notes will be issued, will contain
covenants that will, among other things, limit the ability of Macy's Holdings to:

·
incur
certain
liens;

· enter into sale and leaseback transactions; or

· consolidate, merge or transfer all or substantially all of its assets.

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These covenants will be subject to important exceptions and qualifications,

which are described in "Description of Notes--Certain Restrictive Covenants."

Denominations
Minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof.

Settlement Date
May 23, 2014 (T +3).

Use of Proceeds
Macy's Holdings will use the net proceeds from the sale of the senior notes
offered hereby for general corporate purposes, which may include working
capital, capital expenditures, retirement of indebtedness (which may include our
5.75% senior notes due 2014, which mature on July 15, 2014) and repurchasing
outstanding common stock of Macy's, Inc.

Ratio of Earnings to Fixed Charges
Macy's, Inc.'s ratios of earnings to fixed charges for the 13 weeks ended May 3,
2014 and for the fiscal years ended February 1, 2014, February 2, 2013 and
January 28, 2012 were 3.6x, 5.5x, 4.1x and 4.5x, respectively.

For purposes of determining the ratio of earnings to fixed charges, "earnings"
consist of income before income taxes plus fixed charges (excluding interest

capitalized). "Fixed charges" represent interest incurred, premium on early
retirement of debt, amortization of debt expenses, and that portion of rental
expenses on operating leases deemed to be the equivalent of interest.

Trustee, Registrar and Paying Agent
The Bank of New York Mellon Trust Company, N.A.

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RECENT DEVELOPMENTS
Preliminary Unaudited Results of Operations for the 13 Weeks Ended May 3, 2014
On May 14, 2014, Macy's, Inc. announced its unaudited results of operations data for the 13 weeks ended May 3, 2014,
including the data set forth below.

13 Weeks Ended

May 3,
May 4,

2014
2013

(Millions)

Net sales

$ 6,279
$ 6,387
Cost of sales (1)

(3,836)
(3,911)

Gross margin

2,443

2,476

Selling, general and administrative expenses

(2,000)
(2,041)

Operating income

443

435

Interest expense--net

(100)

(97)

Income before income taxes

343

338

Federal, state and local income tax expense (2)

(119)

(121)

Net income

$ 224
$ 21 7

(1) Merchandise inventories are valued at the lower of cost or market using the last-in, first-out (LIFO) retail inventory method.
Application of the LIFO retail inventory method did not result in the recognition of any LIFO charges or credits affecting cost of
sales for the 13 weeks ended May 3, 2014 or May 4, 2013.

(2) Federal, state and local income taxes differ from the federal income tax statutory rate of 35%, principally because of the effect
of state and local taxes, including the settlement of various tax issues and tax examinations.
Macy's ratio of earnings to fixed charges for the 13 weeks ended May 3, 2014 is 3.6x. For purposes of determining the ratio
of earnings to fixed charges, "earnings" consist of income before income taxes plus fixed charges (excluding interest capitalized).
"Fixed charges" represent interest incurred, amortization of debt expenses, and that portion of rental expenses on operating leases
deemed to be the equivalent of interest.
The foregoing data should be read in conjunction with the consolidated financial statements (including the notes thereto) and
the other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus.
Because of the seasonal nature of the retail business, the results of operations for the 13 weeks ended May 3, 2014 and May 4, 2013
(which do not include the Christmas season) are not necessarily indicative of the results for the fiscal year.
Macy's, Inc.'s independent registered public accounting firm has not audited any of the information set forth above. Macy's,
Inc.'s independent registered public accounting firm will audit Macy's financial statements for the fiscal year ending January 31, 2015
following the completion of such fiscal year. This audit could result in changes to the preliminary results for the 13 weeks ended
May 3, 2014 indicated above.

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USE OF PROCEEDS
Macy's Holdings will use the net proceeds from the sale of the senior notes offered hereby for general corporate purposes,
which may include working capital, capital expenditures, retirement of indebtedness (which may include our 5.75% senior notes due
2014, which mature on July 15, 2014) and repurchasing outstanding common stock of Macy's, Inc.

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DESCRIPTION OF NOTES
The senior notes will be issued under an indenture, dated as of January 13, 2012 (the "Base Indenture"), among Macy's
Holdings, as issuer, Macy's, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"),
as supplemented by a Sixth Supplemental Trust Indenture, to be dated as of May 23, 2014 (the "Sixth Supplemental Indenture") and
together with the Base Indenture, the "Indenture") relating to the senior notes. The following discussion includes a summary
description of certain material terms of the Indenture. Because this is a summary, it does not include all of the information that is
included in the Indenture, including the definitions of certain terms used below. You should read the Indenture carefully and in its
entirety. You may request a copy of the Indenture at Macy's, Inc.'s address set forth under the caption "Where You Can Find More
Information" in the accompanying prospectus.
General
The senior notes are senior unsecured obligations of Macy's Holdings. The senior notes constitute a series of notes that will
initially be limited to $500,000,000 aggregate principal amount and will mature on June 1, 2024. Macy's Holdings will issue the
senior notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The senior notes will bear
interest at the applicable rate per year shown on the cover page of this prospectus supplement from May 23, 2014. Macy's Holdings
will pay interest semi-annually in arrears on June 1 and December 1 of each year commencing on December 1, 2014 to the Person in
whose name the senior notes (or any predecessor note) is registered at the close of business on May 15 or November 15,
respectively, preceding such interest payment date. Interest on the senior notes will be calculated on the basis of a 360-day year
consisting of 12 months of 30 days each.
The senior notes will be exchangeable and transfers thereof will be registrable, at an office or agency of Macy's Holdings,
one of which will be maintained for such purpose in New York, New York (which initially will be the corporate trust office of the
Trustee) or such other office or agency permitted under the Indenture.
The senior notes will rank equal in right of payment to any other existing or future senior unsecured obligations of Macy's
Holdings. The senior notes will not be subject to any sinking fund.
Macy's Holdings does not intend to list the senior notes on a national securities exchange.
The Indenture does not contain any provisions that would limit the ability of Macy's Holdings to incur indebtedness or
require the maintenance of financial ratios or specified levels of net worth or liquidity. However, the Indenture does:

· provide that, subject to certain exceptions, neither Macy's Holdings nor any Restricted Subsidiary will subject its

property or assets to any mortgage or other encumbrance unless the senior notes are secured equally and ratably with
such other indebtedness thereby secured; and

· contain certain limitations on the ability of Macy's Holdings and its Restricted Subsidiaries to enter into certain sale

and leaseback arrangements.
Guarantee
The obligations of Macy's Holdings under the senior notes will be fully and unconditionally guaranteed (the "Guarantee")
on a senior unsecured basis by Macy's, Inc. The Guarantee will rank equal in right of payment to all other existing and future senior
unsecured obligations of Macy's, Inc.
Further Issuances
Macy's Holdings may, from time to time, without notice to or the consent of the holders of the senior notes, increase the
principal amount of the senior notes under the Indenture and issue such increased principal

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amount (or any portion thereof), in which case any additional notes so issued will have the same form and terms (other than the date
of issuance and, under certain circumstances, the date from which interest thereon will begin to accrue), and will carry the same right
to receive accrued and unpaid interest, as the senior notes previously issued, and such additional notes will form a single series with
the senior notes.
Redemption
Macy's Holdings may, at its option, redeem the senior notes, at any time in whole or from time to time in part, prior to
March 1, 2024 (three months prior to the maturity date) on not less than 30 nor more than 60 days' prior notice transmitted to the
holders of the senior notes to be redeemed. The senior notes will be so redeemable at a redemption price, plus accrued interest to the
date of redemption, equal to the greater of (1) 100% of the principal amount of the senior notes to be redeemed and (2) the sum of the
remaining scheduled payments of principal and interest on the senior notes to be redeemed that would be due after the related
redemption date but for such redemption (except that, if such redemption date is not an interest payment date with respect to the senior
notes, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued thereon to the
redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 20 basis points.
At any time on and after March 1, 2024 (three months prior to the maturity date), Macy's Holdings may, at its option, redeem
the senior notes in whole or from time to time in part on not less than 30 nor more than 60 days' prior notice transmitted to the holders
of senior notes to be redeemed. The senior notes will be so redeemable at a redemption price equal to 100% of the principal amount
of the senior notes to be redeemed plus accrued and unpaid interest on the senior notes to be redeemed to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker that
would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the senior notes. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by Macy's Holdings.
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding
such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of
New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (2) if such release (or any successor
release) is not published or does not contain such prices on such business day, (a) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if
Macy's Holdings obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer" means each of Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and their respective successors and one other nationally recognized investment banking
firm that is a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer") specified from time to
time by Macy's Holdings, except that if any of the foregoing ceases to be a Primary Treasury Dealer, Macy's Holdings is required to
designate as a substitute another nationally recognized investment banking firm that is a Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date,
the average, as determined by Macy's Holdings, of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to Macy's Holdings by such Reference Treasury Dealer as of 3:30
p.m., New York City time, on the third business day preceding such redemption date.

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