SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from January 1, 1998 to
December 31, 1998
Commission file number: 1-13536
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Executive Deferred Compensation Plan of
Federated Department Stores, Inc.
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Federated Department Stores, Inc.
151 West 34th Street
New York, New York 10001
and
7 West Seventh Street
Cincinnati, Ohio 45202
EXECUTIVE DEFERRED COMPENSATION PLAN OF
FEDERATED DEPARTMENT STORES, INC.
Financial Statements
As of December 31, 1998 and 1997 and for
the Years Ended December 31, 1998, 1997 and 1996
With Independent Auditors' Report Thereon
EXECUTIVE DEFERRED COMPENSATION PLAN OF
FEDERATED DEPARTMENT STORES, INC.
Index
Independent Auditors' Report
Statements of Assets Available for Plan Benefits -
December 31, 1998 and 1997
Statements of Changes in Assets Available for Plan Benefits -
Years Ended December 31, 1998, 1997 and 1996
Notes to Financial Statements
Independent Auditors' Report
Pension and Profit Sharing Committee
Federated Department Stores, Inc.
Executive Deferred Compensation Plan of
Federated Department Stores, Inc.:
We have audited the accompanying statements of assets available
for Plan benefits of the Executive Deferred Compensation Plan of
Federated Department Stores, Inc. (the "Plan") as of December 31,
1998 and 1997, and the related statements of changes in assets
available for Plan benefits for the years ended December 31,
1998, 1997 and 1996. These financial statements are the
responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the assets available
for Plan benefits of the Plan as of December 31, 1998 and 1997,
and the changes in assets available for Plan benefits for the
years ended December 31, 1998, 1997 and 1996 in conformity with
generally accepted accounting principles.
Cincinnati, Ohio KPMG LLP
March 29, 1999
EXECUTIVE DEFERRED COMPENSATION PLAN OF
FEDERATED DEPARTMENT STORES, INC.
Statements of Assets Available for Plan Benefits
December 31, 1998 and 1997
1998 1997
Receivable from Federated Department Stores, Inc. -
Cash Credits $ 8,994,166 $ 6,863,883
Federated Department Stores, Inc. common stock -
Stock Credits 16,454,445 14,145,388
Assets available for plan benefits $ 25,448,611 $21,009,271
The accompanying notes are an integral part of these financial statements.
EXECUTIVE DEFERRED COMPENSATION PLAN OF
FEDERATED DEPARTMENT STORES, INC.
Statement of Changes in Assets Available for Plan Benefits
Year Ended December 31, 1998
Cash Stock
Credits Credits Total
Interest income $ 390,705 $ - $ 390,705
Unrealized appreciation on Federated
Department Stores, Inc. common stock - 178,156 178,156
Participant contributions 2,132,791 3,157,954 5,290,745
Total additions 2,523,496 3,336,110 5,859,606
Distributions 393,213 1,027,053 1,420,266
Net additions to assets available for
plan participants 2,130,283 2,309,057 4,439,340
Assets available for plan benefits:
Beginning of year 6,863,883 14,145,388 21,009,271
End of year $ 8,994,166 $ 16,454,445 $ 25,448,611
The accompanying notes are an integral part of these financial statements.
EXECUTIVE DEFERRED COMPENSATION PLAN OF
FEDERATED DEPARTMENT STORES, INC.
Statement of Changes in Assets Available for Plan Benefits
Year Ended December 31, 1997
Cash Stock
Credits Credits Total
Interest income $ 330,412 $ - $ 330,412
Unrealized appreciation on Federated
Department Stores, Inc. common stock - 2,380,128 2,380,128
Participant contributions 2,031,956 3,449,954 5,481,910
Total additions 2,362,368 5,830,082 8,192,450
Distributions 291,866 863,126 1,154,992
Net additions to assets available for plan
participants 2,070,502 4,966,956 7,037,458
Assets available for plan benefits:
Beginning of year 4,793,381 9,178,432 13,971,813
End of year $ 6,863,883 $14,145,388 $21,009,271
The accompanying notes are an integral part of these financial statements.
EXECUTIVE DEFERRED COMPENSATION PLAN OF
FEDERATED DEPARTMENT STORES, INC.
Statement of Changes in Assets Available for Plan Benefits
Year Ended December 31, 1996
Cash Stock
Credits Credits Total
Interest income $ 226,050 $ - $ 226,050
Unrealized appreciation on Federated
Department Stores, Inc. common stock - 1,806,492 1,806,492
Participant contributions 2,094,640 2,446,417 4,541,057
Total additions 2,320,690 4,252,909 6,573,599
Distributions 170,855 560,094 730,949
Net additions to assets available for plan
participants 2,149,835 3,692,815 5,842,650
Assets available for plan benefits:
Beginning of year 2,643,546 5,485,617 8,129,163
End of year $ 4,793,381 $ 9,178,432 $13,971,813
The accompanying notes are an integral part of these financial statements.
EXECUTIVE DEFERRED COMPENSATION PLAN OF
FEDERATED DEPARTMENT STORES, INC.
Notes to Financial Statements
December 31, 1998, 1997 and 1996
1. Description of the Plan
The following brief description of the Executive Deferred
Compensation Plan of Federated Department Stores, Inc. (the
"Plan") is provided for general information purposes only.
Participants should refer to the Plan document for more
complete information.
General
The Plan is sponsored by Federated Department Stores, Inc.
(the "Company"). The Plan was established to enable key
employees of the Company to defer compensation for personal
income tax purposes. The nonqualified Plan was adopted in
1993 and is not subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). The Plan is
not subject to income taxation.
Eligibility and Vesting
The Plan covers key employees, as designated by the Company.
Participation is voluntary and participants can elect to make
contributions to the Plan. Participants are 100% vested in
the Plan at all times.
Participant Accounts
An account is maintained for each participant in the Plan
which shows the participant's separate interest in the Cash
Credit and Stock Credit portions of the Plan. If a Cash
Credit is elected, the participant's account shall be
credited, as of the end of each calendar quarter, with the
dollar amount of deferred compensation. At the end of each
calendar quarter, the Cash Credit account shall be credited
with interest at a rate equal to one-quarter of the percent
per annum on United States Five-Year Treasury Bills as of the
last day of such calendar quarter. If a Stock Credit is
elected, the participant's account shall be credited, as of
the end of each calendar quarter, with a stock equivalent
which shall be the number of full shares of common stock of
the Company that is transferred to or purchased by the Grantor
Trust (defined later) with the amount of deferred compensation
and with the dollar amount of any part of such credit that is
not convertible into a full share. At the end of each
calendar quarter, the Stock Credit account shall be credited
with a dividend equivalent as declared by the Company, if any,
upon each share of common stock during such calendar quarter.
Participants are eligible for distribution of their benefits
upon retirement, death, termination of service, in the event
of a designated change of control of the Company and in the
event of immediate unexpected financial needs of the
participant, as the Plan is not subject to the hardship rules
of Section 401 of the Internal Revenue Code. Participants,
prior to termination, may request to receive the balance of
their cash and stock credit accounts in one to fifteen
approximately equal installments. Such requests are subject
to committee approval.
Grantor Trust
The Company established a Grantor (Rabbi) Trust, a wholly
owned subsidiary of the Company, intended to meet the safe
harbor provisions of RevProc 92-64, for the benefit of
participants' Stock Credits under the Plan. The Trust shall
be governed by and subject to the terms of a trust agreement
entered into between the Company, as grantor, and the trustee.
2. Summary of Significant Accounting Policies
a) Basis of Presentation
The accompanying financial statements of the Plan have been
prepared on the accrual basis of accounting.
b) Investments
The Plan's investments consist of receivables from the
Company and common stock of the Company. The Company
maintains separate book accounts for the benefit of each
Plan participant and periodically credits such accounts for
deferred compensation, interest and dividend income and
withdrawals. Stock holdings are recorded at their cost at
the time of purchase and are presented at their fair market
values. The stock credits had a cost basis of $11,906,563
and $9,396,610 at December 31, 1998 and December 31, 1997,
respectively.
3. Plan Termination
Although the Company has not expressed any intent to terminate
the Plan, it may do so at any time. In the event the Plan is
terminated, all sums credited to individual accounts would be
distributed to participants.
4. Administrative Expenses
All administrative costs of the Plan are borne by the Plan
sponsor.
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the members of the Pension and Profit Sharing Committee
(which is the administrative committee for the Executive Deferred
Compensation Plan of Federated Department Stores, Inc.) have duly
caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Executive Deferred Compensation Plan of
FEDERATED DEPARTMENT STORES, INC.
Dated March 31, 1999 By: /s/ Karen M. Hoguet
Karen M. Hoguet, Member
Pension and Profit Sharing Committee
Federated Department Stores, Inc.
