FEDERATED DEPARTMENT STORES INC /DE/
10-Q, 1998-06-16
DEPARTMENT STORES
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               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                                
                            FORM 10-Q




Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal quarter ended May
2, 1998.





                FEDERATED DEPARTMENT STORES, INC.
                      151 West 34th Street
                    New York, New York 10001
                         (212) 494-1602
                               and
                       7 West Seventh St.
                     Cincinnati, Ohio 45202
                         (513) 579-7000




  Delaware                  1-13536                     13-3324058
  (State of          (Commission File No.)            (I.R.S. Employer
Incorporation)                                     Identification Number)



The  Registrant  has filed all reports required to  be  filed  by
Section  12,  13  or 15 (d) of the Act during  the  preceding  12
months  and has been subject to such filing requirements for  the
past 90 days.

210,864,697  shares of the Registrant's Common  Stock,  $.01  par
value, were outstanding as of May 30, 1998.
                                

                 PART I -- FINANCIAL INFORMATION
                                
                FEDERATED DEPARTMENT STORES, INC.
                                
                Consolidated Statements of Income
                           (Unaudited)
                                
              (millions, except per share figures)


                                    13 Weeks Ended          13 Weeks Ended
                                     May 2, 1998              May 3, 1997

Net Sales                              $ 3,456                  $ 3,409

Cost of sales                            2,106                    2,087

Selling, general and
  administrative expenses                1,169                    1,174

Operating Income                           181                      148

Interest expense                           (83)                    (115)

Interest income                              6                       11

Income Before Income Taxes                 104                       44

Federal, state and local
  income tax expense                       (44)                     (20)

Net Income                             $    60                  $    24

Basic earnings per share               $   .29                  $   .12

Diluted earnings per share             $   .27                  $   .11


The accompanying notes are an integral part of these unaudited
Consolidated Financial Statements.


                FEDERATED DEPARTMENT STORES, INC.
                                
                   Consolidated Balance Sheets
                           (Unaudited)
                                
                           (millions)
                                

                                        May 2,        January 31,      May 3,
                                        1998             1998          1997
ASSETS:
 Current Assets:
  Cash                                 $   179         $   142        $   153
  Accounts receivable                    2,446           2,640          2,661
  Merchandise inventories                3,336           3,239          3,385
  Supplies and prepaid expenses            105             115             98
  Deferred income tax assets                62              58             88
   Total Current Assets                  6,128           6,194          6,385

 Property and Equipment - net            6,422           6,520          6,420
 Intangible Assets - net                   684             690            711
 Other Assets                              319             334            584

   Total Assets                        $13,553         $13,738        $14,100

LIABILITIES AND SHAREHOLDERS' EQUITY:
 Current Liabilities:
  Short-term debt                      $   357         $   556        $ 1,060
  Accounts payable and accrued
    liabilities                          2,375           2,416          2,414
  Income taxes                              24              88             16
   Total Current Liabilities             2,756           3,060          3,490

 Long-Term Debt                          3,920           3,919          4,514
 Deferred Income Taxes                     975             939            831
 Other Liabilities                         557             564            562
 Shareholders' Equity                    5,345           5,256          4,703

   Total Liabilities and
     Shareholders' Equity              $13,553         $13,738        $14,100


The accompanying notes are an integral part of these unaudited
Consolidated Financial Statements.





                FEDERATED DEPARTMENT STORES, INC.
                                
              Consolidated Statements of Cash Flows
                           (Unaudited)
                                
                           (millions)

                                           13 Weeks Ended       13 Weeks Ended
                                             May 2, 1998          May 3, 1997
Cash flows from operating activities:
 Net income                                       $  60                 $ 24
 Adjustments to reconcile net income to
  net cash provided by operating activities:
   Depreciation and amortization of property
     and equipment                                  149                  139
   Amortization of intangible assets                  6                    7
   Amortization of financing costs                    2                    7
   Changes in assets and liabilities:
      Decrease in accounts receivable               194                  173
      Increase in merchandise inventories           (97)                (139)
      Decrease in supplies and prepaid expenses      10                   11
      (Increase) decrease in other assets not
       separately identified                          4                   (8)
      Decrease in accounts payable and accrued
       liabilities not separately identified
                                                   (116)                (120)
      Increase (decrease) in current
       income taxes                                 (64)                   7
      Increase in deferred income taxes              32                    -
      Decrease in other liabilities not 
       separately identified                         (6)                   -
        Net cash provided by operating
         activities                                 174                  101

Cash flows from investing activities:
 Purchase of property and equipment                 (51)                 (50)
 Disposition of property and equipment               16                   28
        Net cash used by investing activities       (35)                 (22)

Cash flows from financing activities:
 Debt issued                                        300                    -
 Financing costs                                     (7)                   -
 Debt repaid                                       (499)                (127)
 Increase in outstanding checks                      75                   43
 Acquisition of treasury stock                        -                   (2)
 Issuance of common stock                            29                   11
        Net cash used by financing activities      (102)                 (75)







(Continued)
                FEDERATED DEPARTMENT STORES, INC.
                                
              Consolidated Statements of Cash Flows
                           (Unaudited)

                           (millions)

                                           13 Weeks Ended       13 Weeks Ended
                                             May 2, 1998          May 3, 1997
 Net increase in cash                                37                    4
 Cash at beginning of period                        142                  149

 Cash at end of period                            $ 179                $ 153


 Supplemental cash flow information:
  Interest paid                                   $  80                $ 113
  Interest received                                   6                   11
  Income taxes paid (net of refunds received)        68                    9





The accompanying notes are an integral part of these unaudited
Consolidated Financial Statements.





                               
                FEDERATED DEPARTMENT STORES, INC.
                                
           Notes to Consolidated Financial Statements
                           (Unaudited)

1.   Summary of Significant Accounting Policies

  A  description of the Company's significant accounting policies
  is  included in the Company's  Annual Report on Form  10-K  for
  the  fiscal year ended January 31, 1998 (the "1997 10-K").  The
  accompanying Consolidated Financial Statements should  be  read
  in  conjunction with the Consolidated Financial Statements  and
  notes thereto in the 1997 10-K.

  Because  of  the seasonal nature of  the general  merchandising
  business,  the  results of operations for the  13  weeks  ended
  May  2,  1998  and  May  3,  1997 (which  do  not  include  the
  Christmas  season) are not indicative of such results  for  the
  fiscal year.
  
  The  Consolidated Financial Statements for the 13  weeks  ended
  May  2,  1998  and May 3, 1997,  in the opinion of  management,
  include  all  adjustments (consisting only of normal  recurring
  adjustments)  considered necessary to present  fairly,  in  all
  material  respects,  the  consolidated financial  position  and
  results of operations of the Company and its subsidiaries.
  
  During   the  first  quarter  of  1998,  the  Company   adopted
  Statement   of   Financial  Accounting   Standards   No.   130,
  "Reporting  Comprehensive Income," which establishes  standards
  for  the reporting and display of comprehensive income and  its
  components.   For  all periods presented, comprehensive  income
  is equivalent to net income.
  
  

                FEDERATED DEPARTMENT STORES, INC.
                                
           Notes to Consolidated Financial Statements
                           (Unaudited)
                                
                                
2.   Earnings Per Share

  The following table sets forth the computation of basic and
  diluted earnings per share:
<TABLE>
<CAPTION>
                                                         13 Weeks Ended
                                            May 2, 1998                    May 3, 1997
(millions, except per share data)    Shares           Income          Shares        Income
<S>                                   <C>    <C>        <C>            <C>    <C>     <C>
Net income and average number of
     shares outstanding               210.4             $ 60           208.2          $ 24

Shares to be issued under 
     deferred compensation plan          .3                -              .3             -
                                      210.7             $ 60           208.5          $ 24

        Basic earnings per share              $ .29                           $ .12

   Effect of dilutive securities:
     Warrants                           8.1                              3.5
     Stock options                      2.6                              1.6
     Convertible notes                 10.2                3               -             -

                                      231.6             $ 63           213.6          $ 24

        Diluted earnings per share            $ .27                           $ .11
</TABLE>
                                

  In  addition to the warrants and stock options reflected in the
  foregoing  table, warrants and stock options  to  purchase  4.5
  million  and  .6  million  shares of  common  stock  at  prices
  ranging  from  $34.63 to $79.44 per share were  outstanding  at
  May  2,  1998  and  May  3, 1997, respectively,  but  were  not
  included  in  the  computation of diluted  earnings  per  share
  because the exercise price thereof exceeded the average  market
  price  and would have been antidilutive.  Additionally, at  May
  31,  1997,  the  assumed  conversion of the  convertible  notes
  would  have  an  antidilutive effect on  diluted  earnings  per
  share and was therefore excluded from the computation.
  
  

                                
                                
                                
                FEDERATED DEPARTMENT STORES, INC.
                                
              Management's Discussion and Analysis
        of Financial Condition and Results of Operations
                                

  For  purposes  of the following discussion, all  references  to
  "first quarter of 1998" and "first quarter of 1997" are to  the
  Company's 13-week fiscal periods ended May 2, 1998 and  May  3,
  1997, respectively.

  Results of Operations

  Comparison of the 13 Weeks Ended May 2, 1998 and May 3, 1997
  
  Net  sales  for  the  first  quarter  of  1998  totaled  $3,456
  million, compared to net sales of $3,409 million for the  first
  quarter  of  1997,  an increase of  1.4%.   Since  January  31,
  1997, the Company has opened six new department stores and  two
  new   furniture   galleries,  closed   nineteen   stores,   and
  eliminated certain consumer electronics lines of business.   On
  a  comparable store basis, sales for the first quarter of  1998
  increased 2.4% over the first quarter of 1997.
  
  Cost  of sales was 61.0% of net sales for the first quarter  of
  1998,  compared to 61.2% for the first quarter  of  1997.   The
  improvement in cost of sales as a percent of net sales  is  due
  to  the  elimination, in fiscal 1997, of  certain  lower-margin
  consumer electronics lines of business.

  Selling,  general  and  administrative ("SG&A")  expenses  were
  33.8%  of  net sales for the first quarter of 1998 compared  to
  34.5%  for  the  first  quarter  of  1997.   The  major  factor
  contributing  to the improvement in the SG&A expense  rate  for
  the  first  quarter  of  1998  was  lower  distribution-related
  expenses   resulting  from  restructuring   and   technological
  enhancements within the merchandise distribution process.
  
  Net  interest expense was $77 million for the first quarter  of
  1998,  compared to $104 million for the first quarter of  1997.
  The  lower  interest expense for the first quarter of  1998  is
  due  to  lower  levels of borrowings and lower  interest  rates
  resulting from refinancings completed in July 1997.

  The  Company's effective income tax rate of 42.2% for the first
  quarter  of 1998 differs from the federal income tax  statutory
  rate  of  35.0% principally because of the effect of state  and
  local  income taxes and permanent differences arising from  the
  amortization of intangible assets.
                                
  Liquidity and Capital Resources

  The  Company's  principal sources of liquidity  are  cash  from
  operations,   cash   on  hand  and  certain  available   credit
  facilities.
  
  Net  cash provided by operating activities in the first quarter
  of  1998 was $174 million, an increase of $73 million from  the
  net  cash provided by operating activities in the first quarter
  of  1997.   The major factors contributing to this  improvement
  were  improved  operating  results and  greater  reductions  in
  customer accounts receivable.




                FEDERATED DEPARTMENT STORES, INC.
                                
              Management's Discussion and Analysis
  of Financial Condition and Results of Operations  (Continued)


  
  Net  cash used by investing activities was $35 million for  the
  first   quarter  of  1998,  with  purchases  of  property   and
  equipment  totaling  $51 million and dispositions  of  property
  and  equipment  totaling $16 million.  On  May  13,  1998,  the
  Company  announced that it had signed a letter  of  intent  for
  the  sale  of  its specialty store division to  the  division's
  management  group.  The sale, if consummated, will not  have  a
  material impact on the Company's financial position or  results
  of operations.
  
  Net  cash used by the Company for all financing activities  was
  $102  million for the first quarter of 1998.  During the  first
  quarter  of  1998,  the  Company issued $300  million  of  7.0%
  Senior  Debentures  due  2028.   The  proceeds  were  used   to
  refinance short-term borrowings.
  
  On  May  4, 1998, the final $200 million installment of a  note
  receivable  was  received  and the remaining  $176  million  of
  borrowings  under  a  note monetization facility  were  repaid.
  Such  amounts were included in accounts receivable  and  short-
  term debt, respectively, as of May 2, 1998.
  
  Management   believes  the  department  store   business   will
  continue  to  consolidate.  Accordingly,  the  Company  intends
  from  time  to  time  to  consider additional  acquisitions  of
  department store assets and companies.
  
  On  May  19,  1998,  the  Company announced  its  intention  to
  repurchase  as much as $500 million of its common  stock.   The
  company  may  repurchase shares from time to time in  the  open
  market  or through privately negotiated transactions, depending
  on  prevailing market conditions, alternative uses  of  capital
  and  other factors.  Any such purchases may be discontinued  or
  resumed at any time.
  
  Management  of the Company believes that, with respect  to  its
  current  operations,  cash on hand and funds  from  operations,
  together  with  its credit facilities, will  be  sufficient  to
  cover  its  reasonably  foreseeable  working  capital,  capital
  expenditure   and   debt   service  requirements.   Acquisition
  transactions,  if  any, are expected to be financed  through  a
  combination  of  cash  on  hand and  from  operations  and  the
  possible issuance from time to time of long-term debt or  other
  securities.   Depending upon conditions in the capital  markets
  and  other factors, the Company will from time to time consider
  the  issuance  of debt or other securities, or  other  possible
  capital  markets transactions, the proceeds of which  could  be
  used  to  refinance current indebtedness or for other corporate
  purposes.
  
  
  
                  PART II -- OTHER INFORMATION
                                
                FEDERATED DEPARTMENT STORES, INC.


Item 4. Submission of Matters to a Vote of Security Holders

        The  Annual  Meeting of the Company's stockholders  was
        held on May 15, 1998.  The Company's stockholders voted
        on the following items at such meeting:
               
        i.  The stockholders approved the election of four Directors for
            a three-year term expiring at the 2001 Annual Meeting of the
            Company's stockholders.  The votes for such elections were as
            follows:  Sara Levinson - 170,724,942 votes in favor and
            39,880,219 votes withheld; Joseph Neubauer - 170,724,509 votes in
            favor and 39,880,652 votes withheld; Joseph A. Pichler -
            170,723,466 votes in favor and 39,881,695 votes withheld; and
            Karl M. von der Heyden - 170,726,641 votes in favor and
            39,878,520 votes withheld.  There were no broker non-votes on
            this item.
          
        ii. The stockholders ratified the employment of KPMG Peat
            Marwick LLP as the Company's independent accountants for the
            fiscal year ending January 30, 1999.  The votes for the
            ratification were 172,303,425, the votes against the ratification
            were 250,276, the votes abstained were 128,028, and there were no
            broker non-votes.
          
        iii.The stockholders approved a shareholder proposal
            recommending that the Board of Directors of the Company take the
            necessary steps to instate the election of directors annually,
            instead of the stagger system.  The votes for such proposal were
            124,042,892, the votes against the proposal were 22,544,497, the
            votes abstained were 13,780,956, and there were 12,313,384 broker
            non-votes.

Item 5. Other Information

          This   report   and  other  reports,   statements   and
          information  previously or subsequently  filed  by  the
          Company  with  the  Securities and Exchange  Commission
          (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,"   "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
          (i)  risks  and uncertainties relating to the  possible
          invalidity  of the underlying beliefs and  assumptions,
          (ii)   possible  changes  or  developments  in  social,
          economic,  business,  industry,   market,   legal   and
          regulatory circumstances and  conditions,   and   (iii)
          actions
          
          
          
          
                  PART II -- OTHER INFORMATION
                                
         FEDERATED DEPARTMENT STORES, INC.  (continued)
     
     
     
          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.    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 and Reports on Form 8-K

     (a)  Exhibits

          27.1      Financial Data Schedule
          
          27.2     Restated Financial Data Schedules
          
          27.3     Restated Financial Data Schedules
          
     (b)  Reports on Form 8-K
          
          No reports were filed on Form 8-K during the quarter
ended May 2, 1998.



                FEDERATED DEPARTMENT STORES, 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 thereunder duly authorized.





                                        FEDERATED DEPARTMENT STORES, INC.



Date  June 16, 1998
                                        /s/ Dennis J. Broderick
                                            Dennis J. Broderick
                                        Senior Vice President, General Counsel
                                               and Secretary


                                        /s/ Joel A. Belsky
                                            Joel A. Belsky
                                        Vice President and Controller
                                        (Principal Accounting Officer)




<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-30-1999
<PERIOD-START>                             FEB-01-1998
<PERIOD-END>                               MAY-02-1998
<CASH>                                             179
<SECURITIES>                                         0
<RECEIVABLES>                                    2,446
<ALLOWANCES>                                         0
<INVENTORY>                                      3,336
<CURRENT-ASSETS>                                 6,128<F1>
<PP&E>                                           6,422
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  13,553<F2>
<CURRENT-LIABILITIES>                            2,756
<BONDS>                                          3,920
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                    13,553<F3>
<SALES>                                          3,456
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                    2,106
<OTHER-EXPENSES>                                 1,169
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  83
<INCOME-PRETAX>                                    104<F4>
<INCOME-TAX>                                        44
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        60
<EPS-PRIMARY>                                     0.29
<EPS-DILUTED>                                     0.27
<FN>
<F1>Includes the following:
     Supplies and prepaid expenses                 105
     Deferred income tax assets                     62
<F2>Includes the following:
     Intangible assets - net                       684
     Other assets                                  319
<F3>Includes the following:
     Deferred income taxes                         975
     Other liabilities                             557
     Shareholders' Equity                        5,345
<F4>Includes the following:
     Interest Income                                 6
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<RESTATED> 
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>                     <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS                   3-MOS                   YEAR
<FISCAL-YEAR-END>                          JAN-31-1998             JAN-31-1998             JAN-31-1998             FEB-01-1997
<PERIOD-START>                             FEB-02-1997             MAY-04-1997             AUG-03-1997             FEB-04-1996
<PERIOD-END>                               MAY-03-1997             AUG-02-1997             NOV-01-1997             FEB-01-1997
<CASH>                                         152,582                 317,352                 431,156                 148,794
<SECURITIES>                                         0                       0                       0                       0
<RECEIVABLES>                                2,661,052               2,498,148               2,513,143               2,834,321
<ALLOWANCES>                                         0                       0                       0                       0
<INVENTORY>                                  3,384,883               3,371,584               4,287,328               3,245,996
<CURRENT-ASSETS>                             6,385,377<F1>           6,422,054<F6>           7,467,419<F10>          6,427,302<F14>
<PP&E>                                       6,419,547               6,371,055               6,423,168               6,524,757
<DEPRECIATION>                                       0                       0                       0                       0
<TOTAL-ASSETS>                              14,100,050<F2>          13,874,132<F7>          14,931,541<F11>         14,264,143<F15>
<CURRENT-LIABILITIES>                        3,489,364               3,991,260               4,975,422               3,595,699
<BONDS>                                      4,514,247               3,732,269               3,682,499               4,605,916
                                0                       0                       0                       0
                                          0                       0                       0                       0
<COMMON>                                             0                       0                       0                       0
<OTHER-SE>                                           0                       0                       0                       0
<TOTAL-LIABILITY-AND-EQUITY>                14,100,050<F3>          13,874,132<F8>          14,931,541<F12>         14,264,143<F16>
<SALES>                                      3,409,091               3,452,829               3,746,276              15,228,999
<TOTAL-REVENUES>                                     0                       0                       0                       0
<CGS>                                                0                       0                       0                       0
<TOTAL-COSTS>                                2,086,865               2,098,671               2,286,919               9,354,367
<OTHER-EXPENSES>                             1,174,166               1,142,298               1,191,396               4,981,433
<LOSS-PROVISION>                                     0                       0                       0                       0
<INTEREST-EXPENSE>                             114,725                 106,358                 100,957                 498,616
<INCOME-PRETAX>                                 43,683<F4>             112,597<F9>             176,083<F13>            441,435<F17>
<INCOME-TAX>                                    19,624                  46,227                  70,969                 175,571
<INCOME-CONTINUING>                                  0                       0                       0                       0
<DISCONTINUED>                                       0                       0                       0                       0
<EXTRAORDINARY>                                      0                  38,673                       0                       0
<CHANGES>                                            0                       0                       0                       0
<NET-INCOME>                                    24,059                  27,697                 105,114                 265,864
<EPS-PRIMARY>                                     0.12<F5>                0.13<F5>                0.50<F5>                1.28<F5>
<EPS-DILUTED>                                     0.11<F5>                0.13<F5>                0.47<F5>                1.24<F5>
<FN>
<F1>Includes the following:
     Supplies and prepaid expenses              98,193
     Deferred income tax assets                 88,667
<F2>Includes the following:
     Intangible assets - net                   710,583
     Notes receivable                          204,248
     Other assets                              380,295
<F3>Includes the following:
     Deferred income taxes                     831,207
     Other liabilities                         561,907
     Shareholders' Equity                    4,703,325
<F4>Includes the following:
     Interest income                            10,348
<F5>Restated to reflect the Company's adoption of Statement of Financial
Accounting Standards No. 128, "Earnings Per Share."
<F6>Includes the following:
     Supplies and prepaid expenses             128,981
     Deferred income tax assets                105,989
<F7>Includes the following:
     Intangible assets - net                   703,761
     Notes receivable                            3,976
     Other assets                              373,286
<F8>Includes the following:
     Deferred income taxes                     835,725
     Other liabilities                         559,001
     Shareholders' Equity                    4,755,877
<F9>Includes the following:
     Interest income                             7,095
<F10>Includes the following:
     Supplies and prepaid expenses             119,685
     Deferred income tax assets                116,107
<F11>Includes the following:
     Intangible assets - net                   696,940
     Notes receivable                            6,923
     Other assets                              337,091
<F12>Includes the following:
     Deferred income taxes                     842,048
     Other liabilities                         560,247
     Shareholders' Equity                    4,871,325
<F13>Includes the following:
     Interest income                             9,079
<F14>Includes the following:
     Supplies and prepaid expenses             109,678
     Deferred income tax assets                 88,513
<F15>Includes the following: 
     Intangible assets - net                   717,404
     Notes receivable                          204,400
     Other assets                              390,280
<F16>Includes the following:
     Deferred income taxes                     830,943
     Other liabilities                         562,431
     Shareholders' Equity                    4,669,154
<F17>Includes the following:
     Interest income                            46,852
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<RESTATED> 
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>                     <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS                   3-MOS                   YEAR
<FISCAL-YEAR-END>                          FEB-01-1997             FEB-01-1997             FEB-01-1997             FEB-03-1996
<PERIOD-START>                             FEB-04-1996             MAY-05-1996             AUG-04-1996             JAN-29-1995
<PERIOD-END>                               MAY-04-1996             AUG-03-1996             NOV-02-1996             FEB-03-1996
<CASH>                                         195,473                 134,133                 152,596                 172,518
<SECURITIES>                                         0                       0                       0                       0
<RECEIVABLES>                                2,944,595               2,768,417               2,821,833               2,842,077
<ALLOWANCES>                                         0                       0                       0                       0
<INVENTORY>                                  3,204,023               3,234,271               4,170,860               3,094,848
<CURRENT-ASSETS>                             6,592,448<F1>           6,429,091<F6>           7,405,704<F10>          6,360,365<F14>
<PP&E>                                       6,231,782               6,270,870               6,384,812               6,305,167
<DEPRECIATION>                                       0                       0                       0                       0
<TOTAL-ASSETS>                              14,150,735<F2>          14,032,369<F7>          15,096,694<F11>         14,295,050<F15>
<CURRENT-LIABILITIES>                        2,742,415               2,765,143               3,803,994               3,098,069
<BONDS>                                      5,768,933               5,644,524               5,624,065               5,632,232
                                0                       0                       0                       0
                                          0                       0                       0                       0
<COMMON>                                             0                       0                       0                       0
<OTHER-SE>                                           0                       0                       0                       0
<TOTAL-LIABILITY-AND-EQUITY>                14,150,735<F3>          14,032,369<F8>          15,096,694<F12>         14,295,050<F16>
<SALES>                                      3,300,665               3,284,228               3,609,148              15,048,513
<TOTAL-REVENUES>                                     0                       0                       0                       0
<CGS>                                                0                       0                       0                       0
<TOTAL-COSTS>                                2,014,648               1,995,573               2,189,903               9,317,784
<OTHER-EXPENSES>                             1,230,753               1,212,901               1,231,933               5,067,842
<LOSS-PROVISION>                                     0                       0                       0                       0
<INTEREST-EXPENSE>                             123,345                 126,996                 124,510                 508,132
<INCOME-PRETAX>                               (57,017)<F4>             (39,860)<F9>             73,951<F13>            201,859<F17>
<INCOME-TAX>                                  (19,071)                (12,667)                  32,150                 127,306
<INCOME-CONTINUING>                                  0                       0                       0                       0
<DISCONTINUED>                                       0                       0                       0                       0
<EXTRAORDINARY>                                      0                       0                       0                       0
<CHANGES>                                            0                       0                       0                       0
<NET-INCOME>                                  (37,946)                (27,193)                  41,801                  74,553
<EPS-PRIMARY>                                   (0.18)<F5>              (0.13)<F5>                0.20<F5>                0.39<F5>
<EPS-DILUTED>                                   (0.18)<F5>              (0.13)<F5>                0.20<F5>                0.39<F5>
<FN>
<F1>Inclues the following:
     Supplies and prepaid expenses            150,566
     Deferred income tax assets                97,791
<F2>Includes the following:
     Intangible assets - net                  737,868
     Notes receivable                         210,758
     Other assets                             377,879
<F3>Includes the following:
     Deferred income taxes                    731,200
     Other liabilities                        556,671
     Shareholders' Equity                   4,351,516
<F4>Includes the following:
     Interest income                          11,064
<F5>Restated to reflect the Company's adoption of Statement of Financial
Accounting Standards No. 128, "Earnings Per Share."
<F6>Includes the following:
     Supplies and prepaid expenses            176,729
     Deferred income tax assets               115,541
<F7>Includes the following:
     Intangible assets - net                  731,047
     Notes receivable                         204,035
     Other assets                             397,326
<F8>Includes the following:
     Deferred income taxes                    730,725
     Other liabilities                        561,847
     Shareholders' Equity                   4,330,130
<F9>Includes the following:
     Interest income                           11,382
<F10>Includes the following:
     Supplies and prepaid expenses            169,532
     Deferred income tax assets                90,883
<F11>Includes the following:
     Intangible assets - net                  724,225
     Notes receivable                         204,997
     Other assets                             376,956
<F12>Includes the following:
     Deferred income taxes                    727,772
     Other liabilities                        564,606
     Shareholders' Equity                   4,376,257
<F13>Includes the following:
     Interest income                           11,150
<F14>Includes the following:
     Supplies and prepaid expenses            176,411
     Deferred income tax assets                74,511
<F15>Includes the following:
     Intangible assets - net                  744,869
     Notes receivable                         415,066
     Other assets                             469,763
<F16>Includes the following:
     Deferred income taxes                    732,936
     Other liabilities                        558,127
     Shareholders' Equity                   4,273,686
<F17>Includes the following:
     Interest income                          47,104
</FN>
        

</TABLE>


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