8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON., DC 20549 ____________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 29, 2000 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 Incorporation) (Commission File No.) (IRS Id. No.) 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 July 29, 2000, January 29, 2000 and July 31, 1999 and the Unaudited Consolidated Statements of Cash Flows for the 26 weeks ended July 29, 2000 and July 31, 1999, 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 29, 2000. Because of the seasonal nature of the retail business, the cash flows for the 26 weeks ended July 29, 2000 and July 31, 1999 (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 July 29, 2000, January 29, 2000 and July 31, 1999. 99.2 Unaudited Consolidated Statements of Cash Flows of Federated for the 26 weeks ended July 29, 2000 and July 31, 1999. 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 August 29, 2000 /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 July 29, 2000, January 29, 2000 and July 31, 1999 99.2 Unaudited Consolidated Statements of Cash Flows of Federated for the 26 weeks ended July 29, 2000 and July 31, 1999 Exhibit 99.1 FEDERATED DEPARTMENT STORES, INC. Consolidated Balance Sheets (Unaudited) (millions) July 29, January 29, July 31, 2000 2000 1999 ASSETS: Current Assets: Cash $ 296 $ 218 $ 357 Accounts receivable 3,818 4,313 3,512 Merchandise inventories 3,932 3,589 3,635 Supplies and prepaid expenses 231 230 221 Deferred income tax assets 183 172 142 Total Current Assets 8,460 8,522 7,867 Property and Equipment - net 6,757 6,828 6,689 Intangible Assets - net 1,703 1,735 1,807 Other Assets 655 607 516 Total Assets $17,575 $17,692 $16,879 LIABILITIES AND SHAREHOLDERS' EQUITY: Current Liabilities: Short-term debt $ 1,714 $ 1,284 $ 1,402 Accounts payable and accrued 2,992 3,043 2,905 liabilities Income taxes 97 225 46 Total Current Liabilities 4,803 4,552 4,353 Long-Term Debt 4,452 4,589 4,704 Deferred Income Taxes 1,458 1,444 1,240 Other Liabilities 548 555 586 Shareholders' Equity 6,314 6,552 5,996 Total Liabilities and Shareholders' Equity $17,575 $17,692 $16,879 Exhibit 99.2 FEDERATED DEPARTMENT STORES, INC. Consolidated Statements of Cash Flows (Unaudited) (millions) 26 Weeks 26 Weeks Ended Ended July 29, July 31, 2000 1999 Cash flows from operating activities: Net income $ 152 $ 224 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 322 324 Amortization of intangible assets 42 36 Amortization of financing costs 4 3 Amortization of unearned restricted stock 3 - Changes in assets and liabilities: Decrease in accounts receivable 499 178 Increase in merchandise inventories (340) (211) Increase in supplies and prepaid expenses (1) (19) Decrease in other assets not separately identified (32) (20) Increase (decrease) in accounts payable and accrued liabilities not separately identified (74) 30 Decrease in current income taxes (126) (52) Increase in deferred income taxes 1 1 Decrease in other liabilities not separately identified (6) (7) Net cash provided by operating activities 444 487 Cash flows from investing activities: Purchase of property and equipment (251) (241) Capitalized software (37) (21) Investments in companies (31) (49) Acquisition of Fingerhut Companies, Inc., net of cash acquired - (1,539) Disposition of property and equipment 53 23 Net cash used by investing activities (266) (1,827) Cash flows from financing activities: Debt issued 350 1,299 Financing costs (3) (10) Debt repaid (57) (31) Increase in outstanding checks 2 81 Acquisition of treasury stock (431) - Issuance of common stock 39 51 Net cash provided (used) by (100) 1,390 financing activities Net increase in cash 78 50 Cash at beginning of period 218 307 Cash at end of period $ 296 $ 357 Supplemental cash flow information: Interest paid $ 196 $ 144 Interest received 3 4 Income taxes paid (net of refunds received) 242 194 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