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: March 22, 2001
FEDERATED DEPARTMENT STORES, INC.
7 West Seventh Street, Cincinnati, Ohio 45202
(513) 579-7000
-and-
151 West 34th St., New York, New York 10001
(212) 494-1602
Delaware 1-13536 13-3324058
(State of Incorporation) (Commission File No.) (IRS Id. No.)
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 Statements of Operations and
the Unaudited Operating Segment Data of Federated for the 14
weeks and 53 weeks ended February 3, 2001 and for the 13 weeks
and 52 weeks ended January 29, 2000, the Unaudited Consolidated
Balance Sheets of Federated as of February 3, 2001 and January
29, 2000 and the Unaudited Consolidated Statements of Cash Flows
for Federated for the 53 weeks ended February 3, 2001 and for the
52 weeks ended January 29, 2000. The exhibits 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 29, 2000.
On December 7, 2000, Prime Receivables Corporation,
a subsidiary of Federated, issued and sold $400,000,000 aggregate stated
principal amount of 6.70% Class A Asset Backed Certificates, Series 2000-1.
These certficiates represent undivided interests in the Prime Credit Card
Master Trust and are expected to mature on November 15, 2005.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibits are filed herewith:
99.1 Unaudited Consolidated Statements of Operations of Federated
for the 14 weeks and 53 weeks ended February 3, 2001 and for
the 13 weeks and 52 weeks ended January 29, 2000.
99.2 Unaudited Operating Segment Data of Federated for the 14
weeks and 53 weeks ended February 3, 2001 and for the 13
weeks and 52 weeks ended January 29, 2000.
99.3 Unaudited Consolidated Balance Sheets of Federated as of
February 3, 2001 and January 29, 2000.
99.4 Unaudited Consolidated Statements of Cash Flows of Federated
for the 53 weeks ended February 3, 2001 and for the 52 weeks
ended January 29, 2000.
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: March 22, 2001 /s/ Dennis J. Broderick
Dennis J. Broderick
Senior Vice President, General Counsel
and Secretary
EXHIBIT INDEX
Exhibit
Number
99.1 Unaudited Consolidated Statements of Operations of
Federated for the 14 weeks and 53 weeks ended February
3, 2001 and for the 13 weeks and 52 weeks ended January
29, 2000.
99.2 Unaudited Operating Segment Data of Federated for the
14 weeks and 53 weeks ended February 3, 2001 and for
the 13 weeks and 52 weeks ended January 29, 2000.
99.3 Unaudited Consolidated Balance Sheets of Federated as
of February 3, 2001 and January 29, 2000.
99.4 Unaudited Consolidated Statements of Cash Flows of
Federated for the 53 weeks ended February 3, 2001 and
for the 52 weeks ended January 29, 2000.
Exhibit 99.1
FEDERATED DEPARTMENT STORES, INC.
Consolidated Statements of Operations (Unaudited)
(All amounts in millions except percentages and per share figures)
14 Weeks 13 Weeks 53 Weeks 52 Weeks
Ended Ended Ended Ended
February 3, January 29, February 3, January 29,
2001 2000 2001 2000
Net Sales $ 6,115 $ 5,973 $ 18,407 $ 17,716
Cost of Sales:
Recurring (Note 1) 3,583 3,496 10,872 10,443
Inventory valuation
adjustments related
to Fingerhut
restructuring - - 35 -
Total cost of sales 3,583 3,496 10,907 10,443
Percent to sales 58.6% 58.5% 59.3% 58.9%
Selling, general and
administrative expenses 1,697 1,621 6,023 5,572
Percent to sales 27.8% 27.1% 32.7% 31.5%
Asset impairment and
restructuring charges
(Note 2) 167 - 927 -
Percent to sales 2.7% -% 5.0% -%
Operating Income 668 856 550 1,701
Percent to sales 10.9% 14.4% 3.0% 9.6%
Interest expense - net (119) (104) (437) (355)
Income Before Income Taxes 549 752 113 1,346
Federal, state and local
income tax expense (217) (304) (297) (551)
Net Income (Loss) $ 332 $ 448 $ (184) $ 795
Basic Earnings (Loss) per
share (Note 3) $ 1.67 $ 2.11 $ (.90) $ 3.78
Diluted Earnings (Loss)
per share (Note 3) $ 1.65 $ 2.04 $ (.90) $ 3.62
Analytical Diluted Earnings
per share (Notes 3 and 4) $ 2.15 $ 2.04 $ 3.08 $ 3.62
Notes:
(1) Substantially all department store merchandise inventories are
valued by the retail method and stated on the LIFO (last-in, first-
out) basis, which is generally lower than market. Application of
this method did not impact cost of sales for the 14 and 53 weeks
ended February 3, 2001 or the 13 and 52 weeks ended January 29, 2000.
Direct-to-customer merchandise inventories are stated at the lower of
FIFO (first-in, first-out) cost or market.
(2) Asset impairment and restructuring charges for the 14 weeks
ended February 3, 2001 represent the write-down of certain Fingerhut
Internet-related and other venture capital investments totaling $71
million, severance costs, facility closing costs and asset write-
downs related to the downsizing of Fingerhut operations totaling $42
million and asset write-downs related to the closure of the Stern's
department store division and the planned disposition of certain of
its properties totaling $54 million. Asset impairment and
restructuring charges for the 53 weeks ended February 3, 2001
represent the write-down of intangible assets related to the
Fingerhut acquisition totaling $673 million, the write-down of
certain Fingerhut Internet-related and other venture capital
investments totaling $131 million, the write-down of Fingerhut fixed
assets totaling $18 million, severance costs, facility closing costs
and asset write-downs related to the downsizing of Fingerhut
operations totaling $51 million and asset write-downs related to the
closure of the Stern's department store division and the planned
disposition of certain of its properties totaling $54 million.
(3) Common shares outstanding used in computing basic earnings
(loss) per share were 198.7 million and 212.3 million for the 14
weeks ended February 3, 2001 and the 13 weeks ended January 29, 2000,
respectively, and 204.8 million and 210.4 million for the 53 weeks
ended February 3, 2001 and the 52 weeks ended January 29, 2000,
respectively. Potential common shares used in computing diluted
earnings (loss) per share were 201.6 million and 219.9 million for
the 14 weeks ended February 3, 2001 and the 13 weeks ended January
29, 2000, respectively, and 204.8 million (207.0 million on an
analytical basis) and 219.6 million for the 53 weeks ended
February 3, 2001 and the 52 weeks ended January 29, 2000,
respectively.
(4) Excludes the impact of inventory valuation adjustments related
to the Fingerhut restructuring and the asset impairment and
restructuring charges (see Note 2).
Exhibit 99.2
FEDERATED DEPARTMENT STORES, INC.
Operating Segment Data (Unaudited)
(millions)
14 Weeks 13 Weeks 53 Weeks 52 Weeks
Ended Ended Ended Ended
February 3, January 29, February 3, January 29,
2001 2000 2001 2000
Net Sales
Department Stores $ 5,540 $ 5,198 $ 16,467 $ 15,850
Direct-to-Customer 575 775 1,940 1,866
Total $ 6,115 $ 5,973 $ 18,407 $ 17,716
Operating income
Department Stores:
Recurring $ 939 $ 872 $ 2,004 $ 1,871
Asset impairment and
restructuring
charges (Note 1) (54) - (54) -
Total Department Stores 885 872 1,950 1,871
Direct-to-Customer:
Recurring (6) 55 (288) 51
Asset impairment and
restructuring
charges (Note 2) (42) - (104) -
Total Direct-to-Customer (48) 55 (392) 51
Corporate and other:
Recurring (Note 3) (98) (71) (204) (221)
Asset impairment and
restructuring
charges (Note 4) (71) - (804) -
Total corporate and other (169) (71) (1,008) (221)
Total $ 668 $ 856 $ 550 $ 1,701
Depreciation and amortization expense
Department Stores $ 155 $ 158 $ 606 $ 619
Direct-to-Customer 11 5 44 33
Corporate and other (Note 2) 14 24 83 86
Total $ 180 $ 187 $ 733 $ 738
Notes:
(1) Asset impairment and restructuring charges in the Department
Store segment represent asset write-downs related to the closure of
the Stern's department store division and the planned disposition of
certain of its properties totaling $54 million.
(2) Asset impairment and restructuring charges for the 14 weeks
ended February 3, 2001 in the Direct-to-customer segment represent
severance costs, facility closing costs and asset write-downs related
to the downsizing of Fingerhut operations totaling $42 million. Asset
impairment and restructuring charges for the 53 weeks ended February
3, 2001 in the Direct-to-customer segment represent the write-down of
fixed assets totaling $18 million and other restructuring charges
totaling $86 million, consisting of severance costs, facility closing
costs and asset write-downs related to the downsizing of Fingerhut
operations totaling $51 million and $35 million of inventory
valuation adjustments related to the Fingerhut restructuring.
(3) Corporate and other consists of the income or expense associated
with the corporate office and certain items managed on a company-wide
basis (e.g. intangibles, financial instruments, investments,
retirement benefits and properties held for sale or disposition).
(4) Asset impairment and restructuring charges for the 14 weeks
ended February 3, 2001 in the Corporate and other segment represent
the write-down of certain Fingerhut Internet-related and other
venture capital investments totaling $71 million. Asset impairment
and restructuring charges for the 53 weeks ended February 3, 2001 in
the Corporate and other segment represent the write-down of
intangible assets related to the Fingerhut acquisition totaling $673
million and the write down of certain Fingerhut Internet-related and
other venture capital investments totaling $131 million.
Exhibit 99.3
FEDERATED DEPARTMENT STORES, INC.
Consolidated Balance Sheets (Unaudited)
(millions)
February 3, 2001 January 29, 2000
ASSETS:
Current Assets:
Cash $ 322 $ 218
Accounts receivable (Note 1) 4,072 4,313
Merchandise inventories 3,812 3,589
Supplies and prepaid expenses 200 230
Deferred income tax assets 294 172
Total Current Assets 8,700 8,522
Property and Equipment - net 6,830 6,828
Intangible Assets - net 896 1,735
Other Assets 586 607
Total Assets $17,012 $17,692
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Short-term debt $ 1,722 $ 1,284
Accounts payable and accrued
liabilities 2,903 3,043
Income taxes 244 225
Total Current Liabilities 4,869 4,552
Long-Term Debt 4,374 4,589
Deferred Income Taxes 1,393 1,444
Other Liabilities 554 555
Shareholders' Equity 5,822 6,552
Total Liabilities and Shareholders'
Equity $ 17,012 $ 17,692
Note:
1. Consists of $1,637 million of Fingerhut accounts receivable, net
of $584 million of allowance for doubtful accounts and $2,435 million
of other Federated accounts receivable, net of $71 million of
allowance for doubtful accounts as of February 3, 2001; and $1,978
million of Fingerhut accounts receivable, net of $295 million of
allowance for doubtful accounts and $2,335 million of other Federated
accounts receivable, net of $63 million of allowance for doubtful
accounts as of January 29, 2000.
Exhibit 99.4
FEDERATED DEPARTMENT STORES, INC.
Consolidated Statements of Cash Flows (Unaudited)
(millions)
53 Weeks Ended 52 Weeks Ended
February 3, 2001 January 29, 2000
Cash flows from operating activities:
Net income (loss) $ (184) $ 795
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation and amortization 653 657
Amortization of intangible assets 74 78
Amortization of financing costs 7 7
Amortization of unearned restricted stock 6 3
Asset impairment and restructuring charges 962 -
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 225 (473)
Increase in merchandise inventories (256) (164)
(Increase) decrease in supplies and prepaid
expenses 30 (27)
Increase in other assets not separately
identified (17) (8)
Increase (decrease) in accounts payable and
accrued liabilities not separately identified (154) 194
Increase in current income taxes 22 128
Increase (decrease) in deferred income taxes (77) 64
Increase (decrease) in other liabilities not
separately identified (6) 9
Net cash provided by operating activities 1,285 1,263
Cash flows from investing activities:
Purchase of property and equipment (742) (770)
Capitalized software (100) (52)
Investments in companies (34) (117)
Acquisition of Fingerhut Companies, Inc., net
of cash acquired - (1,539)
Disposition of property and equipment 72 46
Net cash used by investing activities (804) (2,432)
Cash flows from financing activities:
Debt issued 750 1,684
Financing costs (6) (10)
Debt repaid (528) (650)
Increase (decrease) in outstanding checks (43) 33
Acquisition of treasury stock (603) (267)
Issuance of common stock 53 290
Net cash provided (used) by financing
activities (377) 1,080
Net increase (decrease) in cash 104 (89)
Cash beginning of period 218 307
Cash end of period $ 322 $ 218