SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal quarter ended
November 2, 1996.
FEDERATED DEPARTMENT STORES, INC.
151 West 34th Street
New York, New York 10001
(212) 695-4400
and
7 West Seventh St.
Cincinnati, Ohio 45202
(513) 579-7000
Delaware 1-13536 13-3324058
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification Number)
The Registrant has filed all reports required to be filed by
Section 12, 13 or 15 (d) of the Act during the preceding 12
months and has been subject to such filing requirements for the
past 90 days.
207,948,611 shares of the Registrant's Common Stock, $.01 par
value, were outstanding as of November 30, 1996.
PART I -- FINANCIAL INFORMATION
FEDERATED DEPARTMENT STORES, INC.
Consolidated Statements of Operations
(Unaudited)
(thousands, except per share figures)
13 Weeks Ended 39 Weeks Ended
November 2, October 28, November 2, October 28,
1996 1995 1996 1995
Net Sales, including leased
department sales $3,609,148 $3,748,369 $10,194,041 $9,783,624
Cost of sales 2,189,903 2,328,577 6,200,124 6,015,413
Selling, general and
administrative 1,187,629 1,275,680 3,454,678 3,413,526
expenses
Business integration and
consolidation 44,304 39,134 220,909 211,479
expenses
Charitable contribution to
Federated Department Stores
Foundation - - - 25,581
Operating Income 187,312 104,978 318,330 117,625
Interest expense (124,510) (142,217) (374,851) (365,775)
Interest income 11,149 11,928 33,595 34,718
Income (Loss) Before Income
Taxes 73,951 (25,311) (22,926) (213,432)
Federal, state and local income
tax benefit
(expense) (32,150) (21,084) (412) 43,112
Net Income (Loss) $ 41,801 $ (46,395) $ (23,338) $(170,320)
Earnings (Loss) per
Share $ .20 $ (.24) $ (.11) $ (.91)
Average Number of Shares
Outstanding 207,820 197,017 207,398 187,508
The accompanying notes are an integral part of these unaudited
Consolidated Financial Statements.
FEDERATED DEPARTMENT STORES, INC.
Consolidated Balance Sheets
(Unaudited)
(thousands)
November 2, February 3, October 28,
1996 1996 1995
ASSETS:
Current Assets:
Cash $ 152,596 $ 172,518 $ 158,027
Accounts receivable 2,821,833 2,842,077 2,780,861
Merchandise inventories 4,170,860 3,094,848 3,905,535
Supplies and prepaid expenses 169,532 176,411 120,191
Deferred income tax assets 90,883 74,511 177,596
Total Current Assets 7,405,704 6,360,365 7,142,210
Property and Equipment - net 6,384,812 6,305,167 6,220,895
Intangible Assets - net 724,225 744,689 1,160,661
Notes Receivable 204,997 415,066 407,209
Other Assets 376,956 469,763 423,227
Total Assets $ 15,096,694 $ 14,295,050 $ 15,354,202
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Short-term debt $ 741,117 $ 733,115 $ 941,375
Accounts payable and
accrued liabilities 3,059,327 2,358,543 2,909,517
Income taxes 3,550 6,411 31,449
Total Current Liabilities 3,803,994 3,098,069 3,882,341
Long-Term Debt 5,624,065 5,632,232 5,943,473
Deferred Income Taxes 727,772 732,936 911,525
Other Liabilities 564,606 558,127 593,023
Shareholders' Equity 4,376,257 4,273,686 4,023,840
Total Liabilities and
Shareholders' Equity $15,096,694 $14,295,050 $15,354,202
The accompanying notes are an integral part of these unaudited
Consolidated Financial Statements.
FEDERATED DEPARTMENT STORES, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(thousands)
39 Weeks Ended 39 Weeks Ended
November 2, 1996 October 28, 1995
Cash flows from operating activities:
Net loss $ (23,338) $ (170,320)
Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
Depreciation and amortization
of property and equipment 379,816 326,341
Amortization of intangible assets 20,464 34,811
Amortization of financing costs 20,448 15,428
Amortization of original issue discount 342 1,090
Amortization of unearned restricted stock 1,629 3,726
Changes in assets and liabilities:
Decrease in accounts receivable 220,041 44,729
Increase in merchandise inventories (1,076,012) (1,169,834)
Decrease (increase) in supplies
and prepaid expenses 6,879 (11,014)
Decrease in other assets not separately
identified 20,342 24,125
Increase in accounts payable and accrued
liabilities not separately identified 652,942 444,013
Decrease in current income taxes (2,861) (34,694)
Decrease in deferred income taxes (21,536) (50,352)
Increase in other liabilities not
separately identified 6,179 21,381
Net cash provided (used) by operating
activities 205,335 (520,570)
Cash flows from investing activities:
Purchase of property and equipment (523,540) (356,816)
Disposition of property and equipment 137,464 23,842
Acquisition of company, net of cash acquired - 15,901
Net cash used by investing activities (386,076) (317,073)
Cash flows from financing activities:
Debt issued 688,665 1,347,106
Financing costs (11,096) (26,375)
Debt repaid (689,172) (546,675)
Decrease in outstanding checks 47,842 4,544
Acquisition of treasury stock (646) (388)
Issuance of common stock 125,226 10,968
Net cash provided by financing
activities 160,819 789,180
Net decrease in cash $ (19,922) $ (48,463)
Cash at beginning of period 172,518 206,490
Cash at end of period $ 152,596 $ 158,027
Supplemental cash flow information:
Interest paid $ 337,553 $ 291,928
Interest received 33,875 35,034
Income taxes paid (net of refunds received) 18,604 36,903
Schedule of noncash investing and financing
activities:
Capital lease obligations for new
store fixtures - 2,818
Debt assumed in acquisition - 1,267,074
Equity issued in acquisition - 352,902
Debt and equity issued for purchase of debt - 429,665
The accompanying notes are an integral part of these unaudited
Consolidated Financial Statements.
FEDERATED DEPARTMENT STORES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
1. Summary of Significant Accounting Policies
A description of the Company's significant accounting policies
is included in the Company's Annual Report on Form 10-K for
the fiscal year ended February 3, 1996 (the "1995 10-K"). The
accompanying Consolidated Financial Statements should be read
in conjunction with the Consolidated Financial Statements and
notes thereto in the 1995 10-K.
Because of the seasonal nature of the general merchandising
business, the results of operations for the 13 and 39 weeks
ended November 2, 1996 and October 28, 1995 (which do not
include the Christmas season) are not indicative of such
results for the fiscal year.
The Consolidated Financial Statements for the 13 and 39 weeks
ended November 2, 1996 and October 28, 1995, in the opinion of
management, include all adjustments (consisting only of normal
recurring adjustments) considered necessary to present fairly,
in all material respects, the consolidated financial position
and results of operations of the Company and its subsidiaries.
2. Acquisition of Companies
The Company acquired Broadway Stores, Inc. ("Broadway")
pursuant to an Agreement and Plan of Merger dated August 14,
1995. The total purchase price of the Broadway acquisition
was approximately $1,620.0 million, consisting of (i) 12.6
million shares of common stock and options to purchase an
additional 1.5 million shares of common stock valued at $352.9
million and (ii) $1,267.1 million of Broadway debt. In
addition, a wholly owned subsidiary of the Company purchased
$422.3 million of mortgage indebtedness of Broadway for 6.8
million shares of common stock of the Company and a $242.3
million promissory note.
The Broadway acquisition was accounted for under the purchase
method and, accordingly, the results of operations of Broadway
have been included in the Company's results of operations
since July 29, 1995 and the purchase price has been allocated
to Broadway's assets and liabilities based on their estimated
fair values as of that date.
The following unaudited pro forma condensed statement of
operations gives effect to the Broadway acquisition and
related financing transactions as if such transactions had
occurred at the beginning of the period presented.
39 Weeks Ended
October 28, 1995
(millions, except per share figure)
Net sales $10,668.2
Net loss (220.4)
Loss per share (1.09)
FEDERATED DEPARTMENT STORES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
The foregoing unaudited pro forma condensed statement of
operations gives effect to, among other pro forma adjustments,
the following:
(i) Interest expense on debt incurred in connection with the
acquisition and the reversal of certain of Broadway's historical
interest expense;
(ii) Amortization, over 20 years, of the excess of cost over net
assets acquired;
(iii) Depreciation and amortization adjustments related to
fair market value of assets acquired;
(iv) Adjustments to income tax expense related to the above; and
(v) Adjustments for shares issued.
The foregoing unaudited pro forma information is provided for
illustrative purposes only and does not purport to be
indicative of results that actually would have been achieved
had the Broadway acquisition been consummated on the first day
of the period presented or of future results.
3. Business Integration and Consolidation Expenses
During the 39 weeks ended November 2, 1996, the Company
recorded $220.9 million of business integration and
consolidation expenses associated with the integration of
Broadway into the Company ($182.6 million) and the ongoing
consolidation of Macy's and other support operation
restructurings ($38.3 million). Included in the Broadway
integration expenses were $65.7 million of inventory valuation
adjustments to merchandise in lines of business which the
Company, subsequent to acquisition, eliminated or replaced.
The remainder of the Broadway integration expenses relate
primarily to the costs associated with converting the Broadway
stores to other nameplates (including advertising, credit card
issuance and promotion, and other name change expenses) and
the costs of operating Broadway central office functions for a
transitional period.
During the 39 weeks ended October 28, 1995, the Company
recorded $211.5 million of business integration and
consolidation expenses associated with the integration of
Macy's and Broadway into the Company ($171.4 million and $7.3
million, respectively) and the consolidation of the Company's
Rich's/Goldsmith's and Lazarus divisions ($32.8 million). The
primary components of the Macy's integration expenses were
$68.1 million of inventory valuation adjustments to
merchandise in lines of business which the Company, subsequent
to the acquisition, eliminated or replaced, $25.4 million of
costs to close and sell certain stores and to convert a number
of stores to other nameplates, $25.8 million of severance
costs and $52.1 million of other costs and expenses associated
with integrating Macy's into the Company. Of the $32.8
million of expenses associated with the divisional
consolidation referred to above, $22.5 million relates to
inventory valuation adjustments to merchandise of the affected
divisions in lines of business which were eliminated or
replaced as a result of the consolidation.
FEDERATED DEPARTMENT STORES, INC.
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Results of Operations
Comparison of the 13 Weeks Ended November 2, 1996 and October 28, 1995
For purposes of the following discussion, all references to
"third quarter of 1996" and "third quarter of 1995" are to the
Company's 13-week fiscal periods ended November 2, 1996 and
October 28, 1995, respectively.
Net sales for the third quarter of 1996 totaled $3,609.1
million, compared to net sales of $3,748.4 million for the
third quarter of 1995, a decrease of 3.7%. Net sales for the
third quarter of 1995 reflect revenue from all of the 82
Broadway stores acquired by the Company, while net sales for
the third quarter of 1996 reflect only the revenues from those
Broadway stores that were converted to other Company
nameplates and remain open (52 stores as of November 2, 1996).
On a comparable store basis, net sales for the third quarter
of 1996 increased 2.5% over the third quarter of 1995.
Although sales increases were strong in certain apparel
categories, the Company's efforts to gradually reduce the
degree to which it utilizes promotional selling practices with
respect to home-related merchandise continued to negatively
impact net sales in the third quarter of 1996. Net sales for
the third quarter of 1995 include $414.8 million of Broadway
sales.
Cost of sales was 60.7% as a percent of net sales for the
third quarter of 1996 compared to 62.1% for the third quarter
of 1995. In 1995, cost of sales was negatively impacted by
greater markdowns at stores added through the Broadway
acquisition. Excluding these stores, cost of sales would have
been 61.2% as a percent of net sales for the third quarter of
1995. The lower level of promotional activity for home-
related merchandise and increased sales of higher margin
private label merchandise also contributed to the lower cost
of sales as a percent of net sales for the third quarter of
1996. Cost of sales was not impacted by the valuation of
merchandise inventory on the last-in, first-out basis in the
third quarter of 1996 or the third quarter of 1995.
Selling, general and administrative expenses were 32.9% as a
percent of net sales for the third quarter of 1996 compared to
34.0% for the third quarter of 1995. Excluding the effects of
the Broadway acquisition, selling, general and administrative
expenses would have been 33.2% as a percent of net sales for
the third quarter of 1995. In addition to the expense savings
from the integration of Broadway into the Company, tighter
expense control and operating efficiencies from support
operation restructurings (primarily merchandise distribution)
contributed to the improved expense rate for the third quarter
of 1996.
Business integration and consolidation expenses for the third
quarter of 1996 consist of $33.9 million associated with the
integration of Broadway and $10.4 million related to the
ongoing consolidation of Macy's and other support operation
restructurings. During the remainder of fiscal 1996, the
Company expects to incur approximately $75.0 million of
additional business integration and consolidation expenses in
connection with the consolidation of Broadway, the ongoing
consolidation of Macy's and the support operation
restructurings.
FEDERATED DEPARTMENT STORES, INC.
Management's Discussion and Analysis
of Financial Condition and Results of Operations (Continued)
Business integration and consolidation expenses for the third
quarter of 1995 consist of $26.2 million associated with the
integration of Macy's into the Company, $5.6 million related
to the consolidation of the Company's Rich's/Goldsmith's and
Lazarus divisions and $7.3 million related to the integration
of Broadway into the Company.
Net interest expense was $113.4 million for the third quarter
of 1996, compared to $130.3 million for the third quarter of
1995. The lower interest expense for the third quarter of
1996 is principally due to the lower levels of borrowings from
the repayment of certain Broadway debt subsequent to the
acquisition.
The Company's effective income tax rate of 43.5% for the third
quarter of 1996 differs from the federal income tax statutory
rate of 35.0% principally because of permanent differences
arising from the amortization of intangible assets and the
effect of state and local income taxes.
The Company's effective income tax rate for the third quarter
of 1995 differs from the federal income tax statutory rate of
35.0% principally because of permanent differences arising
from the non-deductibility of approximately $65.0 million of
losses of Broadway and the amortization of intangible assets,
and the effect of state and local income taxes.
Comparison of the 39 Weeks Ended November 2, 1996 and October 28, 1995
For purposes of the following discussion, all references to
"1996" and "1995" are to the Company's 39 week fiscal periods
ended November 2, 1996 and October 28, 1995, respectively.
Net sales for 1996 were $10,194.0 million compared to $9,783.6
million for 1995, an increase of 4.2%. On a comparable store
basis, net sales increased 2.7%. Net sales for 1996 were
somewhat negatively impacted by the Company's efforts to
gradually reduce the degree to which it utilizes promotional
selling practices with respect to home-related merchandise.
Net sales for 1995 include $414.8 million of Broadway sales.
Cost of sales was 60.8% as a percent of net sales for 1996
compared to 61.5% for 1995. Excluding Broadway stores, cost
of sales would have been 61.1% as a percent of net sales for
1995. The improvement reflects the lower level of promotional
activity for home-related merchandise and increased sales of
higher margin private label merchandise. Cost of sales
includes no charge in 1996 compared to a charge of $1.8
million in 1995 resulting from the valuation of merchandise
inventory on the last-in, first-out basis.
Selling, general and administrative expenses were 33.9% as a
percent of net sales for 1996 compared to 34.9% for 1995.
Excluding the effects of the Broadway acquisition, selling,
general and administrative expenses would have been 34.7% as a
percent of net sales for 1995. The improvement for 1996
primarily reflects the operating efficiencies resulting from
the integration of Macy's into the Company in fiscal 1995 and
other support operation restructurings (primarily merchandise
distribution).
FEDERATED DEPARTMENT STORES, INC.
Management's Discussion and Analysis
of Financial Condition and Results of Operations (Continued)
Business integration and consolidation expenses for 1996
consist of $182.6 million associated with the integration of
Broadway and $38.3 million related to the ongoing
consolidation of Macy's and other support operation
restructurings.
Business integration and consolidation expenses for 1995
consist of $171.4 million associated with the integration of
Macy's into the Company, $32.8 million related to the
consolidation of the Company's Rich's/Goldsmith's and Lazarus
divisions and $7.3 million related to the integration of
Broadway into the Company.
Net interest expense was $341.3 million for 1996 compared to
$331.1 million for 1995. The higher interest expense for
1996 is principally due to higher levels of borrowing incurred
in connection with the acquisition of Broadway.
The Company's effective income tax rate for 1996 differs from
the federal income tax statutory rate of 35.0% principally
because of permanent differences arising from the
amortization of intangible assets, and the effect of state
and local income taxes.
The Company's effective income tax rate for 1995 differs from
the federal income tax statutory rate of 35.0% principally
because of permanent differences arising from the non-
deductibility of approximately $65.0 million of losses of
Broadway and the amortization of intangible assets, and the
effect of state and local income taxes.
Liquidity and Capital Resources
For purposes of the following discussion, all references to
"1996" and "1995" are to the Company's 39 week fiscal periods
ended November 2, 1996 and October 28, 1995, respectively.
The Company's principal sources of liquidity are cash from
operations, cash on hand and available credit facilities.
Net cash provided by operating activities in 1996 was $205.3
million, an increase of $725.9 million compared to net cash
used by operating activities of $520.6 million in 1995. In
addition to improved operating results, the most significant
factors contributing to this improvement were greater
reductions in customer accounts receivable and lower increases
in merchandise inventories due to Broadway store closings.
Additionally, cash provided from operations in 1995 was
negatively impacted by higher payments of non-merchandise
payables and accrued liabilities (including liabilities
related to the Macy's merger).
Net cash used in investing activities was $386.1 million in
1996 with purchases of property and equipment totaling $523.5
million and dispositions of property and equipment,
principally Broadway stores, totaling $137.5 million. During
1996, the Company opened two new department stores and two new
furniture galleries, converted an existing Stern's store to a
Macy's store and closed the existing Macy's store in that
trading area and closed six other stores.
FEDERATED DEPARTMENT STORES, INC.
Management's Discussion and Analysis
of Financial Condition and Results of Operations (Continued)
Net cash provided by the Company for all financing activities
was $160.8 million in 1996. During 1996, the Company repaid
$689.2 million of debt, including $386.5 million of commercial
paper borrowings under a receivables based credit facility of
a subsidiary of Broadway which was terminated on May 14, 1996,
$64.0 million of asset-backed notes issued by a subsidiary of
Broadway and $222.9 million of term borrowings under its bank
credit facility.
During 1996, the Company issued $450.0 million of 8-1/2%
Senior Notes due 2003 and a wholly owned subsidiary of the
Company issued $238.8 million of asset-backed certificates in
two separate classes. The two classes are: (i) $218.0
million in aggregate principal amount of 6.70% Class A Asset-
Backed Certificates, Series 1996-1 due May 15, 2001 and (ii)
$20.8 million in aggregate principal amount of 6.85% Class B
Asset-Backed Certificates, Series 1996-1 due June 15, 2001.
The Company also issued 4.1 million shares of common stock and
received $99.0 million in proceeds upon the exercise of its
Series A Warrants.
On May 3, 1997, a $200.0 million installment of a note
receivable matures and $176.0 million of borrowings under a
note monetization facility become due and payable.
Accordingly, as of November 2, 1996, such amounts have been
included in accounts receivable and short-term debt,
respectively.
Management believes the department store industry will
continue to consolidate. Accordingly, the Company intends
from time to time to consider additional acquisitions of
department store assets and companies.
Management of the Company believes that, with respect to its
current operations, cash on hand and funds from operations,
together with its credit facilities, will be sufficient to
cover its reasonably foreseeable working capital, capital
expenditure and debt service requirements. Acquisition
transactions, if any, are expected to be financed through a
combination of cash on hand and from operations and the
possible issuance from time to time of long-term debt or other
securities. Depending upon conditions in the capital markets
and other factors, the Company will from time to time consider
other possible capital markets transactions, including the
refinancing of indebtedness.
PART II -- OTHER INFORMATION
FEDERATED DEPARTMENT STORES, INC.
Item 1. Legal Proceedings
The information regarding legal proceedings in the
Company's Quarterly Report on Form 10-Q for the period
ended May 4, 1996 covers events known to the Company
and occurring prior to June 4, 1996. Subsequent to
that date, the Company and its subsidiaries have been
involved in various legal proceedings incidental to the
normal course of their business. Management does not
expect that any of such proceedings will have a
material adverse effect on the Company's consolidated
financial position or results of operations.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 Statement re: computation of per share earnings
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports were filed on Form 8-K during the quarter ended
November 2, 1996.
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 thereunder duly authorized.
FEDERATED DEPARTMENT STORES, INC.
Date December 17, 1996 /s/ Dennis J. Broderick
Dennis J. Broderick
Senior Vice President, General Counsel
and Secretary
/s/ Joel A. Belsky
Joel A. Belsky
Vice President and Controller
(Principal Accounting Officer)
<TABLE>
EXHIBIT 11
FEDERATED DEPARTMENT STORES, INC.
Exhibit of Primary and Fully Diluted Earnings (Loss) Per Share
(thousands, except per share figures)
<CAPTION>
13 Weeks Ended 39 Weeks Ended
November 2, 1996 October 28, 1995 November 2, 1996 October 28, 1995
Shares Income Shares Loss Shares Loss Shares Loss
Net income (loss) and average
<S> <C> <C> <C> <C> <C> <C> <C> <C>
number of shares outstanding 207,820 $41,801 197,017 $(46,395) 207,398 $(23,338) 187,508 $(170,320)
Earnings (loss) per share $ .20 $(.24) $(.11) $(.91)
PRIMARY COMPUTATION:
Average number of common
share equivalents:
Shares to be issued to the U.S.
Treasury 40 81 40 81
Deferred compensation plan 237 164 224 155
Warrants 1,875 798 1,701 295
Stock options 1,580 - 1,294 - 1,577 - 840 -
Adjusted number of common
and common equivalent
shares outstanding and
adjusted net income
(loss) 211,552 41,801 199,354 (46,395) 210,940 (23,338) 188,879 (170,320)
Primary earnings (loss)
per share $ .20 $(.23) $(.11) $(.90)
FULLY DILUTED COMPUTATION:
Additional adjustments to a fully
diluted basis:
Warrants 75 221
Stock options - - - - 64 - 150 -
Adjusted number of shares
outstanding and net income
(loss) on a fully diluted
basis 211,552 $41,801 199,354 $(46,395) 211,079 $(23,338) 189,250 $(170,320)
Fully diluted earnings
(loss) per share $ .20 $(.23) $(.11) $(.90)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-START> AUG-04-1996
<PERIOD-END> NOV-02-1996
<CASH> 152,596
<SECURITIES> 0
<RECEIVABLES> 2,821,833
<ALLOWANCES> 0
<INVENTORY> 4,170,860
<CURRENT-ASSETS> 7,405,704<F1>
<PP&E> 6,384,812
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,096,694<F2>
<CURRENT-LIABILITIES> 3,803,994
<BONDS> 5,624,065
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 15,096,694<F3>
<SALES> 3,609,148
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2,189,903
<OTHER-EXPENSES> 1,231,933
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 124,510
<INCOME-PRETAX> 73,951<F4>
<INCOME-TAX> 32,150
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41,801
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
<FN>
<F1>Includes the following:
Supplies and prepaid expenses 169,532
Deferred income tax assets 90,883
<F2>Includes the following:
Intangible assets - net 724,225
Notes receivable 204,997
Other assets 376,956
<F3>Includes the following:
Deferred income taxes 727,772
Other liabilities 564,606
Shareholders' Equity 4,376,257
<F4>Includes the following:
Interest Income 11,150
</FN>
</TABLE>
