-----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, AQq8PIV2+P/F9dmppmc0wLIxF5Y3AcFA4RVhv81AfFG8PN5LxRUyvcWCFNdffJAH NcD2ZQMUZ0xPKECifUzQxQ== 0000794367-96-000017.txt : 19961218 0000794367-96-000017.hdr.sgml : 19961218 ACCESSION NUMBER: 0000794367-96-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961102 FILED AS OF DATE: 19961217 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13536 FILM NUMBER: 96681932 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 10-Q 1 THIRD QUARTER 10-Q 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) EX-11 2 EXHIBIT 11 FEDERATED DEPARTMENT STORES, INC. Exhibit of Primary and Fully Diluted Earnings (Loss) Per Share (thousands, except per share figures)
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 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)
EX-27 3
5 1,000 9-MOS FEB-01-1997 AUG-04-1996 NOV-02-1996 152,596 0 2,821,833 0 4,170,860 7,405,704 6,384,812 0 15,096,694 3,803,994 5,624,065 0 0 0 0 15,096,694 3,609,148 0 0 2,189,903 1,231,933 0 124,510 73,951 32,150 0 0 0 0 41,801 .20 .20 Includes the following: Supplies and prepaid expenses 169,532 Deferred income tax assets 90,883 Includes the following: Intangible assets - net 724,225 Notes receivable 204,997 Other assets 376,956 Includes the following: Deferred income taxes 727,772 Other liabilities 564,606 Shareholders' Equity 4,376,257 Includes the following: Interest Income 11,150
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