-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GWHROajX1y0S0k0GJzleq6UnNcvItW9h/GqNlGDjtDqgzDhmcQhBBvb8htTc0kkh dxNZ47cjrhuR2ahUmzgjDw== 0000794367-98-000013.txt : 19980701 0000794367-98-000013.hdr.sgml : 19980701 ACCESSION NUMBER: 0000794367-98-000013 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERATED DEPARTMENT STORES INC /DE/ CENTRAL INDEX KEY: 0000794367 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 133324058 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-13536 FILM NUMBER: 98657597 BUSINESS ADDRESS: STREET 1: 7 W SEVENTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 2126954400 MAIL ADDRESS: STREET 1: 7 W SEVENTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: R H MACY & CO INC DATE OF NAME CHANGE: 19950307 11-K 1 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, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ 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: Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan 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 FEDERATED DEPARTMENT STORES, INC. PROFIT SHARING 401 (k) INVESTMENT PLAN Financial Statements December 31, 1997 and 1996 With Independent Auditors' Report Thereon FEDERATED DEPARTMENT STORES, INC. PROFIT SHARING 401 (k) INVESTMENT PLAN Index Independent Auditors' Report Statements of Net Assets Available for Benefits, with Fund Information - December 31, 1997 and 1996 Statements of Changes in Net Assets Available for Benefits, with Fund Information - Years Ended December 31, 1997 and 1996 Notes to Financial Statements Independent Auditors' Report Pension and Profit Sharing Committee Federated Department Stores, Inc. Profit Sharing 401(k) Investment Plan: We have audited the accompanying statements of net assets available for benefits of the Federated Department Stores, Inc. Profit Sharing 401(k) Investment Plan (the "Plan") as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits for the years then ended. 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 net assets available for benefits of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The Fund Information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. June 19, 1998 FEDERATED DEPARTMENT STORES, INC. PROFIT SHARING 401 (k) INVESTMENT PLAN Statement of Net Assets Available for Benefits, with Fund Information December 31, 1997
Fund A Fund B Fund C Fund D Fund E Fund F Fund L Total Assets: Investments, at fair value (Note 3): Master Trust investments $434,543,368 $285,786,385 $262,957,586 $56,284,607 $9,147,975 $40,674,761 $ - $1,089,394,682 Participant loans - - - - - - 9,252,876 9,252,876 Total investments 434,543,368 285,786,385 262,957,586 56,284,607 9,147,975 40,674,761 9,252,876 1,098,647,558 Receivables: Employer contributions - - - - - 20,548,918 - 20,548,918 Interest receivable - 119,274 - - - - - 119,274 Total receivables - 119,274 - - - 20,548,918 - 20,668,192 Total assets 434,543,368 285,905,659 262,957,586 56,284,607 9,147,975 61,223,679 9,252,876 1,119,315,750 Liabilities: Trustee and management fees payable 303,089 406,838 133,754 69,759 4,750 27,586 - 945,776 Total liabilities 303,089 406,838 133,754 69,759 4,750 27,586 - 945,776 Net assets available for benefits $434,240,279 $285,498,821 $262,823,832 $56,214,848 $9,143,225 $61,196,093 $9,252,876 $1,118,369,974 The accompanying notes are an integral part of these financial statements.
FEDERATED DEPARTMENT STORES, INC. PROFIT SHARING 401 (k) INVESTMENT PLAN (formerly named Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan) Statement of Net Assets Available for Benefits, with Fund Information December 31, 1996
Fund A Fund B Fund C Fund F Total Assets: Investments, at fair value (Note 3): Master Trust investments $311,069,047 $205,204,044 $140,550,903 $28,639,172 $685,463,166 Receivables: Employee contributions 2,075,082 1,828,675 1,565,220 198,098 5,667,075 Interest receivable 17,399 11,696 7,886 1,577 38,558 Due from (to) other funds (1,452,119) 731,904 630,725 89,490 - Total receivables 640,362 2,572,275 2,203,831 289,165 5,705,633 Total assets 311,709,409 207,776,319 142,754,734 28,928,337 691,168,799 Liabilities: Trustee and management fees payable 265,021 317,852 55,979 11,636 650,488 Excess employer contribution (5,466) - - 178,731 173,265 Total liabilities 259,555 317,852 55,979 190,367 823,753 Net assets available for benefits $311,449,854 $207,458,467 $142,698,755 $28,737,970 $690,345,046 The accompanying notes are an integral part of these financial statements.
FEDERATED DEPARTMENT STORES, INC. PROFIT SHARING 401 (k) INVESTMENT PLAN (formerly named Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan) Statement of Changes in Net Assets Available for Benefits, with Fund Information Year Ended December 31, 1996
Stability Diversified Income Fund Fund Fund A Fund B Fund C Fund F Total Additions: Net investment income (Note 3): Net appreciation in fair value of investments $ 5,830,267 $ (158,163) $ (1,501,047) $ 17,746,541 $ 19,653,096 $ 3,862,635 $ 45,433,329 Interest and dividends 4,594,002 557,235 16,884,265 6,631,643 2,765,904 44,852 31,477,901 Total investment income 10,424,269 399,072 15,383,218 24,378,184 22,419,000 3,907,487 76,911,230 Less administrative expenses (330,137) (21,766) (1,013,202) (1,161,639) (232,756) (40,734) (2,800,234) Net investment income 10,094,132 377,306 14,370,016 23,216,545 22,186,244 3,866,753 74,110,996 Contributions: Employer 154,891 - 5,704 151 543 4,863,971 5,025,260 Employee - - 13,638,546 11,480,075 9,242,959 910,092 35,271,672 Total contributions 154,891 - 13,644,250 11,480,226 9,243,502 5,774,063 40,296,932 Total additions 10,249,023 377,306 28,014,266 34,696,771 31,429,746 9,640,816 114,407,928 Deductions: Distributions 8,612,913 1,928,596 37,509,690 14,771,088 7,940,164 1,661,026 72,423,477 Interfund transfers (145,459,057) (11,279,179) 88,994,487 34,683,024 27,664,027 5,396,698 - Net increase (decrease) (143,822,947) (12,830,469) 79,499,063 54,608,707 51,153,609 13,376,488 41,984,451 Net assets available for benefits: Beginning of year 143,822,947 12,830,469 231,950,791 152,849,760 91,545,146 15,361,482 648,360,595 End of year $ - $ - $311,449,854 $207,458,467 $142,698,755 $28,737,970 $690,345,046 The accompanying notes are an integral part of these financial statements.
(Continued) FEDERATED DEPARTMENT STORES, INC. PROFIT SHARING 401 (k) INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits, with Fund Information Year Ended December 31, 1997
Fund A Fund B Fund C Fund D Fund E Fund F Fund L Total Total Additions: Net investment income (Note 3): Net appreciation in fair value of investments $ (1,630,626) $ 44,366,981 $ 57,816,689 $10,093,029 $ (467,306) $ 8,500,046 $ - $ 118,678,813 Interest and dividends 28,564,598 11,173,405 4,659,771 314 176,049 43,772 190,058 44,807,967 Total investment income 26,933,972 55,540,386 62,476,460 10,093,343 (291,257) 8,543,818 190,058 163,486,780 Less administrative expenses (2,158,679) (1,558,662) (549,231) (246,731) (69,124) (90,056) - (4,672,483) Net investment income 24,775,293 53,981,724 61,927,229 9,846,612 (360,381) 8,453,762 190,058 158,814,297 Contributions: Employer 2,959 8,738 6,813 702 375 21,524,022 - 21,543,609 Employee 23,358,243 18,739,392 18,886,779 5,481,542 1,192,349 2,089,458 - 69,747,763 Total contributions 23,361,202 18,748,130 18,893,592 5,482,244 1,192,724 23,613,480 - 91,291,372 Total additions 48,136,495 72,729,854 80,820,821 15,328,856 832,343 32,067,242 190,058 250,105,669 Deductions: Distributions 71,349,898 26,789,518 21,086,687 2,175,995 176,477 3,620,623 57,127 125,256,325 Interfund transfers (35,877,985) (18,561,884) 12,881,118 24,117,144 8,487,359 (123,793) 9,078,041 - Transfer of assets from previously existing tax-qualified profit sharing and savings plans maintained by the Company (Note 1) 181,881,813 50,661,902 47,509,825 18,944,843 - 4,135,297 41,904 303,175,584 Net increase 122,790,425 78,040,354 120,125,077 56,214,848 9,143,225 32,458,123 9,252,876 428,024,928 Net assets available for benefits: Beginning of year 311,449,854 207,458,467 142,698,755 - - 28,737,970 - 690,345,046 End of year $434,240,279 $285,498,821 $262,823,832 $56,214,848 $9,143,225 $61,196,093 $9,252,876 $1,118,369,974 The accompanying notes are an integral part of these financial statements.
(Continued) FEDERATED DEPARTMENT STORES, INC. PROFIT SHARING 401 (k) INVESTMENT PLAN Notes to Financial Statements December 31, 1997 and 1996 1. Description of the Plan The following brief description of the Federated Department Stores, Inc. Profit Sharing 401 (k) Investment Plan (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, which was amended and renamed on April 1, 1997, is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") and U.S. tax law. Effective April 1, 1997, the Plan amended and replaced all of the prior tax- qualified profit sharing and savings plans which were maintained by the Company. Such prior plans include the Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan, the R.H. Macy & Co., Inc. Savings Plan, the R.H. Macy & Co., Inc. Profit Sharing Plan, the Broadway Stores, Inc. 401 (k) Savings and Investment Plan, and the Federated Savings Plan for Employees of Lazarus PA, Inc. The assets of all such prior plans have been merged to form the Plan. Prior to April 1, 1997, the Plan was the Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan, exclusively. The Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan consisted of two parts: a retirement income plan and a thrift incentive plan. Eligibility Employees are generally eligible for participation in the Plan after one year of service of at least 1,000 hours and after reaching a minimum age of 21. Contributions Beginning April 1, 1997, participants may elect to contribute an amount equal to 1% to 15% (subject to certain limitations) of the participant's eligible compensation. Alternatively, a participant may elect to make these contributions (subject to certain limitations) on a pre-tax basis pursuant to Section 401(k) of the Internal Revenue Code. Pre-tax contributions up to 5% of eligible compensation are considered basic savings which are eligible for matching Company contributions. Company contributions are made as soon as administratively feasible after year end only to persons who are active participants on the last day of the year and who did not make a withdrawal of basic savings during the year. The Company's contribution formula is based on the Company's annual earnings and the minimum Company contribution is the amount necessary to produce a company match of 33 1/3% of an employee's basic savings. The Plan also provides that the matching percentage for eligible participants with 15 or more years of vesting service at the start of the applicable Plan year is up to 1-1/2 times the matching percentage of eligible participants with less than 15 years of service at the start of the applicable Plan year. For the Plan year ended December 31, 1997, the Company's matching percentage was 48% of the participants' basic savings for participants with less than 15 years of vesting service at January 1, 1997 and 72% of the participants' basic savings for participants with 15 or more years of vesting service at January 1, 1997. For the Plan year ended December 31, 1996, the Company's matching percentage was 20% of the participants' basic savings. (Continued) FEDERATED DEPARTMENT STORES, INC. PROFIT SHARING 401 (k) INVESTMENT PLAN Notes to Financial Statements - Continued December 31, 1997 and 1996 Forfeited nonvested accounts of participants who terminate employment are applied to participants' accounts in accordance with Plan provisions. During the 1996 and 1997 Plan years, there were no forfeited accounts. Participant Accounts Each participant's account is credited with the participant's contributions and an allocation of each fund's earnings or losses. Allocations are based on participant account balances. As soon as administratively feasible after the end of each year, the Company's applicable matching contributions are credited to the eligible individual accounts. Vesting Participants as of March 31, 1997 are immediately 100% vested in their own and the Company's contributions. New participants on or after April 1, 1997 are immediately 100% vested in their own contributions and become 20% vested in the Company's contributions after 3 years, with additional vesting of 20% each year thereafter until fully vested. 100% vesting is also achieved through normal retirement, death or disability. Participant Withdrawals Effective July 1997, participants may borrow from their accounts up to a maximum amount equal to the lesser of $50,000 or 50% of their 401(k) vested account balance. All loans must be repaid within five years and are also subject to certain other conditions as to security, a reasonable rate of interest and repayment schedules. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loan Fund (Fund L). Participants are permitted to make withdrawals of their after- tax contributions and earnings thereon at any time. Withdrawals of pre-tax contributions are subject to the hardship rules of Section 401 of the Internal Revenue Code. At termination, participants may elect to receive the balance of their vested account either in the form of a lump sum payment or in a variety of annuity forms. 2. Summary of Significant Accounting Policies a) Master Trust Effective January 1, 1996, the Plan entered into the Federated Department Stores, Inc. Defined Contribution Plan Master Trust (the "Master Trust") Agreement with Chase Manhattan Bank (the "Trustee"). Under the terms of the Master Trust, the Trustee serves as Trustee custodian for the Master Trust which was originally established for the investment of assets of the Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan and of the Federated Savings Plan for Employees of Lazarus PA, Inc., (the "Lazarus PA Plan") also sponsored by the Company. As of April 1, 1997, the Master Trust holds the assets of the Plan, exclusively (see Note 1). (Continued) FEDERATED DEPARTMENT STORES, INC. PROFIT SHARING 401 (k) INVESTMENT PLAN Notes to Financial Statements - Continued December 31, 1997 and 1996 The Federated Department Stores, Inc. Pension and Profit Sharing Committee selects a diversified group of investment managers who determine purchases and sales of investments for the respective portions of the assets in the Master Trust managed by them. b) Basis of Presentation The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting. c) Investments The fair value of the Plan's participation in the Master Trust is based on the beginning of year value of the Plan's participation in the Master Trust plus allocated investment income and actual contributions, less actual distributions and allocated administrative expenses. Other investments are reported at fair value as determined by quoted market prices on an active market. Corporate bonds are valued based on yields currently available on comparable securities of issuers with similar credit ratings. Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses on the sale of securities are reported on the average cost method. Participant loans are valued at cost which approximates fair value. Cash equivalents include highly liquid fixed-income securities with a maturity of one year or less. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis. d) Insurance Contracts Insurance contracts are valued at contract value, which represents contributions made under the contract, plus interest earned, less benefits paid and expenses charged. e) Use of Estimates The Plan administrator has made a number of estimates and assumptions relating to the preparation of these financial statements. Actual results could differ from these estimates and assumptions. f) Reclassifications Certain 1996 amounts have been reclassified to conform with the 1997 presentation. (Continued) FEDERATED DEPARTMENT STORES, INC. PROFIT SHARING 401 (k) INVESTMENT PLAN Notes to Financial Statements - Continued December 31, 1997 and 1996 3. Investments All of the Plan's investments are included in the Master Trust which was originally established for the investment of assets of the Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan and of the Lazarus PA Plan (see Note 1). The assets of the Master Trust are held by the Trustee. Each participating plan has an undivided interest in the Master Trust. At December 31, 1997, the Plan had exclusive interest in the net assets of the Master Trust (see Note 1). At December 31, 1996, the Plan's interest in the net assets of the Master Trust was approximately 99.2%. Prior to April 1, 1997, investment income and administrative expenses relating to the Master Trust were allocated to the individual plans based upon monthly balances invested by each plan. The Trustee under the Master Trust, in accordance with the trust agreement, invests all contributions to the Plan among several investment funds. The funds are: Diversified Fund - This fund is composed of employer contributions to the Retirement Income portion of the Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan and certain amounts transferred when certain plans were merged, together with the net earnings thereon. All amounts in this fund are invested in corporate equity and fixed-income securities, government fixed-income securities and common/collective trusts. This fund was discontinued during 1996 and participants could elect to redirect their balances to any available funds. In the event the participants declined this election, their balances were directed to Fund A. Stability Income Fund - This fund consists of balances in the Retirement Income portion of the Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan of participants who were at least 60 years of age prior to December 31, 1986, or who have attained age 55 and who have completed at least ten years of service and have elected to transfer all or part of their balance out of the Diversified Fund. All amounts in this fund are invested in short-term, fixed-income corporate and government bonds. This fund was discontinued during 1996 and the participants could elect to redirect their balances to any available funds. In the event the participants declined this election, their balances were directed to Fund A. Fund A - Fixed Income Fund - consisting primarily of high quality fixed-income and stable value products. Fund B - Balanced Fund - consisting of common/collective trusts which invest in a varying mixture of equity securities and fixed income instruments. Fund C - S&P 500 Stock Index Fund - consisting principally of shares of companies included in the S&P 500 Composite Stock Price Index. Fund D - Small Cap Stock Fund - consisting principally of small capitalization domestic equity securities. (Continued) FEDERATED DEPARTMENT STORES, INC. PROFIT SHARING 401 (k) INVESTMENT PLAN Notes to Financial Statements - Continued December 31, 1997 and 1996 Fund E - International Stock Fund - consisting of stocks of companies not based in the United States. Fund F - Federated Stock Fund - consisting exclusively of the Company's registered common stock. Company contributions are directed to Fund F. Participants may elect to redirect the value of Company contributions to other investment options permitted pursuant to Plan provisions. Funds D and E are new fund options for the 1997 Plan year. The following table presents the fair values or contract values of investments and total net assets for the Master Trust at December 31, 1997 and 1996: 1997 1996 Assets: Investments at fair value: Cash and cash equivalents $ 7,481,407 $ 39,839,098 U. S. government securities 4,829,500 68,486,345 Corporate debt instruments - 60,779,347 Common stock 38,357,370 28,689,775 Foreign government securities - 2,050,615 Common/collective trusts 539,407,513 339,497,225 Registered investment companies 68,707,604 - Total investments at fair value 658,783,394 539,342,405 Non interest bearing cash 1,160,337 5,264 Participant loans 9,252,876 - Insurance contracts at contract value 429,450,951 163,004,655 Total investments 1,098,647,558 702,352,324 Receivables: Employer contributions 20,548,918 - Accrued interest, dividend and other income 119,274 4,811,746 Other receivables - 37,376 Total receivables 20,668,192 4,849,122 Total assets 1,119,315,750 707,201,446 Accrued liabilities: Due to broker for securities purchased - 15,917,026 Accrued administrative expenses 945,776 - Total accrued liabilities 945,776 15,917,026 Total net assets $1,118,369,974 $691,284,420 (Continued) FEDERATED DEPARTMENT STORES, INC. PROFIT SHARING 401 (k) INVESTMENT PLAN Notes to Financial Statements - Continued December 31, 1997 and 1996 Net investment income for the Master Trust for the years ended December 31, 1997 and 1996 is as follows: 1997 1996 Net appreciation in fair value of investments: Cash and cash equivalents $ (33,508) $ (523) U.S. government securities (29,867) (2,319,416) Corporate debt instruments (278,870) (864,389) Preferred stock - (3,450) Common stock 8,482,993 10,072,511 Foreign government securities - 9,635 Miscellaneous securities (689,445) (472,962) Common/collective trusts 101,605,295 39,908,759 Registered investment companies 9,628,370 - Net appreciation in fair value of investments 118,684,968 46,330,165 Interest and dividends 44,864,596 31,401,563 Total investment income 163,549,564 77,731,728 Administrative expenses (4,675,757) (2,841,013) Net investment income $ 158,873,807 $ 74,890,715 4. 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, the Company would have no further obligation to make contributions, and all sums credited to individual accounts (after expenses) would be distributed to participants. 5. Federal Income Taxes The Plan obtained its latest determination letter on June 18, 1996, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. While the Plan has been amended since receiving such determination letter, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. The Plan's testings, subject to the provisions of the Internal Revenue Code, have not been completed for the current year. However, the Plan's sponsor believes that the Plan is currently in compliance. 6. Administrative Expenses The Plan pays reasonable and necessary expenses incurred for the ongoing administration of the Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Pension and Profit Sharing Committee (which is the administrative committee for the Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. FEDERATED DEPARTMENT STORES, INC. RETIREMENT INCOME AND THRIFT INCENTIVE PLAN Dated: June 30, 1998 By: /s/ Karen M. Hoguet Karen M. Hoguet Chairman of the Pension and Profit Sharing Committee -----END PRIVACY-ENHANCED MESSAGE-----