Obligation Macey's Holdings 5.125% ( US55616XAG25 ) en USD

Macey's Holdings

67.457 % ▼

Etas-Unis

US55616XAG25 ( en USD )

5.125% par an ( paiement semestriel )

15/01/2042

Prospectus brochure de l'obligation Macy's Retail Holdings US55616XAG25 en USD 5.125%, échéance 15/01/2042

2 000 USD

250 000 000 USD

55616XAG2

BB ( Spéculatif )

Ba2 ( Spéculatif )

15/07/2025 ( Dans 78 jours )

Macy's Retail Holdings, Inc. est une société américaine de vente au détail qui exploite une chaîne de grands magasins haut de gamme sous les noms Macy's et Bloomingdale's, ainsi que des boutiques en ligne et des magasins hors-prix.

L'Obligation émise par Macey's Holdings ( Etas-Unis ) , en USD, avec le code ISIN US55616XAG25, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2042

L'Obligation émise par Macey's Holdings ( Etas-Unis ) , en USD, avec le code ISIN US55616XAG25, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Macey's Holdings ( Etas-Unis ) , en USD, avec le code ISIN US55616XAG25, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Final Pros Supplement
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424B2 1 d279301d424b2.htm FINAL PROS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
SEC File No. 333-163588
333-163588-01
CALCULATION OF REGISTRATION FEE

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

be Registered

Per Unit

Price
Registration Fee (1)
3.875% Senior Notes due 2022

$550,000,000
99.189%

$545,539,500
$62,519
5.125% Senior Notes due 2042

$250,000,000
99.847%

$249,617,500
$28,607

(1) Pursuant to Rule 457(r), the total registration fee for this offering is $91,126.
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PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED DECEMBER 9, 2009)
Payment of principal and interest unconditional y guaranteed by

Macy's Retail Holdings, Inc. ("Macy's Holdings") is offering $550,000,000 aggregate principal amount of its
3.875% Senior Notes due January 15, 2022, which we refer to as the "2022 Notes", and $250,000,000 aggregate
principal amount of its 5.125% Senior Notes due January 15, 2042, which we refer to as the "2042 Notes." We refer to
the 2022 Notes and the 2042 Notes together as the "senior notes."
The 2022 Notes mature on January 15, 2022 and the 2042 Notes mature on January 15, 2042, unless earlier
redeemed in whole. Macy's Holdings wil pay interest on the senior notes semi-annual y in arrears on each January 15
and July 15. The first interest payment wil be made on July 15, 2012. The senior notes wil rank equal in right of
payment to any other existing or future senior unsecured obligations of Macy's Holdings. The guarantee wil rank equal in
right of payment to al 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 wil be required to make an offer to purchase the senior notes at 101% of their principal
amount. On and after October 15, 2021 and July 15, 2041, Macy's Holdings may redeem the 2022 Notes and 2042
Notes, respectively, 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 January 29, 2011.

Underwriting
Price to
Discounts and
Proceeds to Macy's

Public(1)

Commissions

Holdings(1)
Per 2022 note

99.189%

0.650%

98.539%
Per 2042 note

99.847%

0.875%

98.972%
Total

$795,157,000

$5,762,500

$789,394,500

(1) Plus accrued interest, if any, from January 13, 2012.
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 January 13, 2012.

Joint Book-Running Managers

BofA Merrill Lynch

Credit Suisse

J.P. Morgan

Goldman, Sachs & Co.
US Bancorp

Wells Fargo Securities
Co-Managers

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BNY Mellon Capital Markets, LLC
Citigroup

Fifth Third Securities, Inc.
Loop Capital Markets

PNC Capital Markets LLC

Ramirez & Co., Inc.
Standard Chartered Bank

The Williams Capital Group, L.P.
The date of this prospectus supplement is January 10, 2012.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
SUMMARY

S-1

RECENT DEVELOPMENTS

S-3

USE OF PROCEEDS

S-4

DESCRIPTION OF NOTES

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

S-21
UNDERWRITING

S-25
EXPERTS

S-29
LEGAL MATTERS

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PROSPECTUS

Page
ABOUT THIS PROSPECTUS

1

WHERE YOU CAN FIND MORE INFORMATION

2

INCORPORATION BY REFERENCE

2

FORWARD-LOOKING STATEMENTS

3

DESCRIPTION OF DEBT SECURITIES

5

DESCRIPTION OF MACY'S, INC. CAPITAL
STOCK

14
DESCRIPTION OF DEPOSITARY SHARES

16
DESCRIPTION OF WARRANTS

16
DESCRIPTION OF PURCHASE CONTRACTS

17
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 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.

Macy's Retail Holdings, Inc.
Issuer

Macy's, Inc.
Guarantor

$550,000,000 aggregate principal amount of 3.875% Senior Notes due 2022
Securities Offered
(the "2022 Notes") and $250,000,000 aggregate principal amount of 5.125%
Senior Notes due 2042 (the "2042 Notes" and, together with the 2022 Notes, the
"senior notes").

January 15, 2022.
2022 Note Maturity Date

January 15, 2042.
2042 Note Maturity Date

Semi-annually in arrears on each January 15 and July 15, commencing July 15,
Interest Payment Dates
2012. Interest on the senior notes being offered by this prospectus supplement
will accrue from January 13, 2012.

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

The obligations of Macy's Holdings under the senior notes will be fully and
Guarantee
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.

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

Upon the occurrence of both (i) a change of control of Macy's, Inc. and
Change of Control
(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."

The indenture, pursuant to which the senior notes will be issued, will contain
Certain Covenants
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.

Use of Proceeds
Macy's Holdings will use the net proceeds from the sale of the senior notes
offered hereby for general corporate purposes. Macy's Holdings may use the net
proceeds to retire indebtedness, including its 5.35% Senior notes due March 15,
2012 and its 8.0% Senior debentures due July 15, 2012, and repurchases of
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 39 weeks ended
October 29, 2011 and for the fiscal year ended January 29, 2011 were each
2.9x.

For purposes of determining the ratio of earnings to fixed charges, "earnings"
consist of income from continuing operations 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.

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

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RECENT DEVELOPMENTS
Sales Results for the Year to Date and the Five Weeks Ended December 31, 2011
On January 5, 2012, Macy's, Inc. announced preliminary unaudited total sales and same store sales for the fiscal year-to-date
and the five weeks ended December 31, 2011. For the 48-week fiscal year-to-date period ended December 31, 2011, Macy's, Inc.
announced:

· Total sales of $25.070 billion, up 5.8 percent from total sales of $23.693 billion in the first 48 weeks of fiscal 2010; and

· Sales on a same-store basis that were up 5.4 percent compared to the first 48 weeks of fiscal 2010.
For the five weeks ended December 31, 2011, Macy's, Inc. announced:

· Total sales of $4.925 billion, up 6.6 percent from total sales of $4.618 billion in the five weeks ended January 1, 2011; and

· Sales on a same-store basis that were up 6.2 percent compared to the five weeks ended January 1, 2011.
Macy's, Inc.'s independent registered public accounting firm has not audited any of the sales 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 28, 2012 following the completion of such fiscal year. This audit could result in changes to the preliminary results indicated
above.
Because of the seasonal nature of the retail business, the results of operations for Macy's, Inc. for interim periods are not
necessarily indicative of such results for the full fiscal year.
Macy's, Inc. calculates same store sales as sales from stores in operation throughout the relevant periods being compared and
all Internet sales. Stores undergoing remodeling, expansion or relocation remain in the same store sales calculation unless the store is
closed for a significant period of time. Definitions and calculations of same store sales differ among companies in the retail industry.
Increases in Dividend and Shares Repurchase Authorization; Contribution to Pension Plan
On January 5, 2012, Macy's, Inc. also announced that its Board of Directors has authorized an increase in the quarterly dividend
on Macy's, Inc. common stock to $0.20 per share from the current $0.10 per share. The first dividend at the increased rate will be
payable April 2, 2012, to shareholders of record at the close of business on March 15, 2012.
In addition, Macy's, Inc. announced that its Board of Directors has authorized a $1.0 billion increase in Macy's, Inc.'s stock
buyback program. This increase brings the total outstanding authorization, as of December 31, 2011, to $1.6 billion, which Macy's,
Inc. can use to repurchase its shares from time to time in the open market or otherwise.
Further, Macy's, Inc. announced that it expects to make an additional pension plan contribution of $150.0 million in January
2012, bringing the total fiscal 2011 pension plan contribution to $375.0 million.

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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.
Macy's Holdings may use the net proceeds to retire indebtedness, including its 5.35% Senior notes due March 15, 2012 and its
8.0% Senior debentures due July 15, 2012, and repurchases of outstanding common stock of Macy's, Inc.

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DESCRIPTION OF NOTES
The senior notes will be issued under an indenture, to be 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 First Supplemental Trust Indenture and a Second Supplemental Trust Indenture (together, the "Supplemental
Indentures" 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 2022 Notes constitute a series of notes that will
initially be limited to $550,000,000 aggregate principal amount and will mature on January 15, 2022. The 2042 Notes constitute a
series of notes that will initially be limited to $250,000,000 aggregate principal amount and will mature on January 15, 2042. 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
January 13, 2012. Macy's Holdings will pay interest semi-annually in arrears on January 15 and July 15 of each year commencing
July 15, 2012 to the Person in whose name the senior notes (or any predecessor note) is registered at the close of business on January
1 or July 1, 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.

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Further Issuances
Macy's Holdings may, from time to time, without notice to or the consent of the holders of the senior notes of either series,
increase the principal amount of the 2022 Notes and/or the 2042 Notes under the Indenture and issue such increased principal 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 of such series previously issued, and such additional notes will form a single
series with the senior notes of such series.
Redemption
Macy's Holdings may, at its option, redeem the 2022 Notes, at any time in whole or from time to time in part, prior to October
15, 2021 (three months prior to the maturity date) on not less than 30 nor more than 60 days' prior notice mailed to the holders of
senior notes of such series to be redeemed. Macy's Holdings may, at its option, redeem the 2042 Notes, at any time in whole or from
time to time in part, prior to July 15, 2041 (six months prior to the maturity date) on not less than 30 nor more than 60 days' prior
notice mailed to the holders of senior notes of such series to be redeemed. The senior notes of such series 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 of such series to be redeemed and (2) the sum of the remaining scheduled payments of principal and interest on the senior
notes of such series 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 of such series, 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 35
basis points in the case of the 2022 Notes and 40 basis points in the case of the 2042 Notes.
At any time on and after October 15, 2021 (three months prior to the maturity date), Macy's Holdings may, at its option, redeem
the 2022 Notes in whole or from time to time in part on not less than 30 nor more than 60 days' prior notice mailed to the holders of
senior notes to be redeemed. At any time on and after July 15, 2041 (six months prior to the maturity date), Macy's Holdings may, at
its option, redeem the 2042 Notes in whole or from time to time in part on not less than 30 nor more than 60 days' prior notice mailed
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 applicable 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.

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