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