Macy's Inc. (M)

Forward-Looking Statements

This report and other reports, statements and information previously or subsequently filed by the Company with the SEC contain or may contain forward-looking statements.  Such statements are based upon the beliefs and assumptions of, and on information available to, the management of the Company at the time such statements are made.  The following are or may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995:  (i) statements preceded by, followed by or that include the words “may,” “will,” “could,” “should,” “believe,” “expect,” “future,” “potential,” “anticipate,” “intend,” “plan,” “think,” “estimate” or “continue” or the negative or other variations thereof, and (ii) statements regarding matters that are not historical facts.  Such forward-looking statements are subject to various risks and uncertainties, including:

●    risks and uncertainties relating to the possible invalidity of the underlying beliefs and assumptions;

●    competitive pressures from department and specialty stores, general merchandise stores, manufacturers’ outlets, off-price and discount stores, and all other retail channels, including the Internet, mail-order catalogs and television;

●    general consumer-spending levels, including the impact of the availability, cost and level of consumer debt, levels of unemployment and consumer confidence, the costs of basic necessities and other goods and the effects of the weather or natural disasters;

●    possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions;

●    actions taken or omitted to be taken by third parties, including customers, suppliers, business partners, competitors and legislative, regulatory, judicial and other governmental authorities and officials;

●    adverse changes in relationships with vendors and other product and service providers;

●    risks related to currency and exchange rates and other capital market, economic and geo-political conditions;

●    risks associated with severe weather and changes in weather patterns;

●    risks associated with an outbreak of an epidemic or pandemic disease;

●    the potential impact of national and international security concerns on the retail environment, including any possible military action, terrorist attacks or other hostilities;

●    risks associated with the possible inability of the Company’s manufacturers to deliver products in a timely manner or meet quality standards;

            ●    risks associated with the Company’s reliance on foreign sources of production, including risks related to the disruption of imports by labor disputes;

●    risks related to duties, taxes, and other charges and quotas on imports; and

●    system failures and/or security breaches, including any security breach that results in the theft, transfer or unauthorized disclosure of customer, employee or company information, or the failure to comply with various laws applicable to the Company in the event of such a breach.

In addition to any risks and uncertainties specifically identified in the text surrounding such forward-looking statements, the statements in the immediately preceding sentence and the statements under captions such as “Risk Factors” and “Special Considerations” in reports, statements and information filed by the Company with the SEC from time to time constitute cautionary statements identifying important factors that could cause actual amounts, results, events and circumstances to differ materially from those reflected in such forward-looking statements.

Item 6. Exhibits

SIGNATURES

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 thereunto duly authorized.

Forward-Looking Statements

This report and other reports, statements and information previously or subsequently filed by the Company with the SEC contain or may contain forward-looking statements.  Such statements are based upon the beliefs and assumptions of, and on information available to, the management of the Company at the time such statements are made.  The following are or may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995:  (i) statements preceded by, followed by or that include the words “may,” “will,” “could,” “should,” “believe,” “expect,” “future,” “potential,” “anticipate,” “intend,” “plan,” “think,” “estimate” or “continue” or the negative or other variations thereof, and (ii) statements regarding matters that are not historical facts.  Such forward-looking statements are subject to various risks and uncertainties, including:

●    risks and uncertainties relating to the possible invalidity of the underlying beliefs and assumptions;

●    competitive pressures from department and specialty stores, general merchandise stores, manufacturers’ outlets, off-price and discount stores, and all other retail channels, including the Internet, mail-order catalogs and television;

●    general consumer-spending levels, including the impact of the availability and level of consumer debt, levels of consumer confidence and the effects of the weather or natural disasters;

●    possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions;

●    actions taken or omitted to be taken by third parties, including customers, suppliers, business partners, competitors and legislative, regulatory, judicial and other governmental authorities and officials;

●    adverse changes in relationships with vendors and other product and service providers;

●    risks related to currency and exchange rates and other capital market, economic and geo-political conditions;

●    risks associated with severe weather and changes in weather patterns;

●    risks associated with an outbreak of an epidemic or pandemic disease;

●    the potential impact of national and international security concerns on the retail environment, including any possible military action, terrorist attacks or other hostilities;

●    risks associated with the possible inability of the Company’s manufacturers to deliver products in a timely manner or meet quality standards;

●    risks associated with the Company’s reliance on foreign sources of production, including risks related to the disruption of imports by labor disputes;

●    risks related to duties, taxes, and other charges and quotas on imports; and

●    system failures and/or security breaches, including any security breach that results in the theft, transfer or unauthorized disclosure of customer, employee or company information, or the failure to comply with various laws applicable to the Company in the event of such a breach.

In addition to any risks and uncertainties specifically identified in the text surrounding such forward-looking statements, the statements in the immediately preceding sentence and the statements under captions such as “Risk Factors” and “Special Considerations” in reports, statements and information filed by the Company with the SEC from time to time constitute cautionary statements identifying important factors that could cause actual amounts, results, events and circumstances to differ materially from those reflected in such forward-looking statements.

MACY'S, INC.

Item 6. Exhibits

*              Constitutes a compensatory plan or arrangement.

MACY'S, INC.

SIGNATURES

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 thereunto duly authorized.