FEDERATED DEPARTMENT STORES INC /DE/
8-K, 1999-12-06
DEPARTMENT STORES
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               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549



                            FORM 8-K

                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the

                 Securities Exchange Act of 1934


                Date of Report: December 6, 1999

                FEDERATED DEPARTMENT STORES, INC.

           151 West 34th St., New York, New York 10001
                         (212) 494-1602

                              -and-

          7 West Seventh Street, Cincinnati, Ohio 45202
                         (513) 579-7000



  Delaware                  1-13536             13-3324058
 (State of           (Commission File No.)     (IRS Id. No.)
Incorporation


                          Exhibit Index on Page 4




Item 5.        Other Events

          This Current Report on Form 8-K is being filed with the
Securities and Exchange Commission by Federated Department
Stores, Inc. ("Federated") for the purpose of filing, as exhibits
hereto, the Unaudited Consolidated Balance Sheets of Federated as
of October 30, 1999,  January 30, 1999 and October 31, 1998 and
the Unaudited Consolidated Statements of Cash Flows for the 39
weeks ended October 30, 1999 and October 31, 1998, which are
concurrently being posted on Federated's website at www.federated-
fds.com. The Unaudited Consolidated Balance Sheets and Unaudited
Consolidated Statements of Cash Flows filed herewith should be
read in conjunction with the consolidated financial statements,
the notes thereto and the other information contained in
Federated's Annual Report on Form 10-K for the fiscal year ended
January 30, 1999.  Because of the seasonal nature of the general
merchandising business, the cash flows for the 39 weeks ended
October 30, 1999 and October 31, 1998 (which do not include the
Christmas season) are not indicative of the cash flows for the
entire fiscal year.

Item 7.        Financial Statements, Pro Forma Financial
               Information and Exhibits.



The following exhibits are filed herewith:


99.1        Unaudited Consolidated Balance Sheets of Federated
            as of October 30, 1999, January 30, 1999 and
            October 31, 1998.

99.2        Unaudited Consolidated Statements of Cash Flows of
            Federated for the 39 weeks ended October 30, 1999
            and October 31, 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 hereunto duly authorized.



                                  FEDERATED DEPARTMENT STORES, INC.


Date  December 6, 1999            /s/ Dennis J. Broderick
                                      Dennis J. Broderick
                                     Senior Vice President,
                                  General Counsel and Secretary

                        EXHIBIT INDEX

Exhibit
Number

 99.1         Unaudited Consolidated Balance Sheets of
              Federated as of October 30, 1999,
              January 30, 1999 and October 31, 1998

 99.2         Unaudited Consolidated Statements of Cash
              Flows of Federated for the 39 weeks ended
              October 30, 1999 and October 31, 1998


                                                                Exhibit 99.1

                FEDERATED DEPARTMENT STORES, INC.

                   Consolidated Balance Sheets
                           (Unaudited)

                           (millions)

                                   October 30,     January 30,    October 31,
                                      1999            1999           1998
ASSETS:
 Current Assets:
  Cash                             $     595       $     307      $     164
  Accounts receivable                  3,731           2,209          2,107
  Merchandise inventories              4,741           3,259          4,322
  Supplies and prepaid expenses          269             117            120
  Deferred income tax assets             162              80            105
   Total Current Assets                9,498           5,972          6,818

 Property and Equipment - net          6,739           6,572          6,406
 Intangible Assets - net               1,771             631            670
 Other Assets                            551             289            323

   Total Assets                    $  18,559       $  13,464      $  14,217

LIABILITIES AND SHAREHOLDERS' EQUITY:
 Current Liabilities:
  Short-term debt                  $   2,078       $     524      $     699
  Accounts payable and
   accrued liabilities                 3,688           2,446          2,998
  Income taxes                            84              98             22
   Total Current Liabilities           5,850           3,068          3,719

 Long-Term Debt                        4,658           3,057          3,549
 Deferred Income Taxes                 1,345           1,060          1,024
 Other Liabilities                       582             570            557
 Shareholders' Equity                  6,124           5,709          5,368

   Total Liabilities and
    Shareholders' Equity           $  18,559       $  13,464      $  14,217


                                                        Exhibit 99.2

                FEDERATED DEPARTMENT STORES, INC.

              Consolidated Statements of Cash Flows
                           (Unaudited)

                           (millions)
                                             39 Weeks Ended     39 Weeks Ended
                                            October 30, 1999   October 31, 1998
 Cash flows from operating activities:
 Net income                                      $    347           $    254
 Adjustments to reconcile net income to
  net cash provided by operating activities:
   Depreciation and amortization                      493                448
   Amortization of intangible assets                   57                 20
   Amortization of financing costs                      5                  6
   Amortization of unearned restricted stock            1                  1
   Loss on early extinguishment of debt                 -                 23
   Changes in assets and liabilities:
      Decrease in accounts receivable                 109                335
      Increase in merchandise inventories          (1,317)            (1,083)
      Increase in supplies and prepaid expenses       (67)                (5)
      Increase in other assets not separately
       identified                                     (18)               (13)
Increase in accounts payable and accrued
       liabilities not separately identified          741                443
      Decrease in current income taxes                (64)               (51)
      Increase in deferred income taxes                17                 38
      Increase (decrease) in other liabilities
       not separately identified                        3                 (7)
       Net cash provided by operating activities      307                409

Cash flows from investing activities:
 Acquisition of Fingerhut Companies, Inc.,
  net of cash acquired                             (1,539)                 -
 Purchase of property and equipment                  (470)              (377)
 Capitalized software                                 (34)                 -
 Investments in affiliated companies                  (90)                 -
 Disposition of property and equipment                 32                 28
 Decrease in notes receivable                           -                200
       Net cash used by investing activities       (2,101)              (149)

Cash flows from financing activities:
 Debt issued                                        2,055                650
 Financing costs                                      (10)                 -
 Debt repaid                                         (158)              (563)
 Increase in outstanding checks                       140                162
 Acquisition of treasury stock                          -               (531)
 Issuance of common stock                              55                 44
       Net cash provided (used) by
        financing activities                        2,082               (238)


                FEDERATED DEPARTMENT STORES, INC.

              Consolidated Statements of Cash Flows
                           (Unaudited)

                           (millions)
                                             39 Weeks Ended     39 Weeks Ended
                                            October 30, 1999   October 31, 1998

 Net increase in cash                            $    288           $     22
 Cash at beginning of period                          307                142

 Cash at end of period                           $    595           $    164

Supplemental cash flow information:
  Interest paid                                  $    259           $    235
  Interest received                                     8                 13
  Income taxes paid (net of refunds received)         278                206
  Schedule of noncash investing and
   financing activities:
   Debt assumed in acquisition                        125                  -
   Equity issued in acquisition                        12                  -
   Consolidation of net assets and debt of
     previously unconsolidated subsidiary           1,132                  -
   Conversion of long-term debt to common stock         -                344




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