Federated Department Stores, Inc.
Reconciliation of GAAP to non-GAAP Financial Measures
($ in millions)

The following information relates to, and should be read in conjunction with, a conference call hosted by the management of Federated Department Stores, Inc. on August 11, 2004 to discuss the Company's financial condition and results of operations as of and for the 13 and 26 weeks ended July 31, 2004. An audio archive of the conference call and the text of the related press release can be accessed at www.macysinc.com/Investors.

The Company reports its financial results in accordance with generally accepted accounting principles (GAAP). However, management believes that certain non-GAAP performance and condition measures and ratios, used in managing the Company's business, provide users of the Company's financial information with additional useful information. See the tables below for supplemental financial data and corresponding reconciliations to GAAP financial measures. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP. Certain of the items that may be excluded or included in these non-GAAP financial measures may constitute significant items that could impact the Company's financial position, results of operations and cash flows and should therefore be considered in assessing the Company's actual financial condition and performance. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies.

Management believes that total net debt to total capitalization is a useful measure to assist the reader in evaluating the capital structure of the Company. As computed above, the ratio of total net debt to total capitalization includes as components of total net debt the Company's long-term debt and short-term debt, as offset by cash recorded on the balance sheet. Management believes that this measure is useful in evaluating the amount of leverage employed by the Company.

Management believes that cash flow before financing activities is a useful measure in evaluating the Company's ability to generate cash from operating and investing activities. Management believes that excluding cash flows from financing activities from the calculation of this measure is particularly useful where such financing activities are discretionary, as in the case of voluntary debt prepayments and share repurchases. Cash provided by operating activities for the 26 weeks ended August 2, 2003 benefited from lower income tax payments resulting from the use of Fingerhut net operating losses.

Management believes that providing a measure of earnings guidance including the effect of the one-time costs associated with the debt repurchase will allow investors to more readily compare the earnings guidance referred to in the press release to the earnings guidance reported by Federated in past and future periods.