SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended April 30, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File Number 1-79 THE MAY DEPARTMENT STORES COMPANY (Exact name of registrant as specified in its charter) New York 43-0398035 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 611 Olive Street, St. Louis, Missouri 63101 (Address of principal executive offices) (Zip Code) (314) 342-6300 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 248,580,892 shares of common stock, $.50 par value, as of April 30, 1994. 1 PART 1 - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (Millions) April 30, May 1, Jan. 29, ASSETS 1994 1993 1994 Current Assets: Cash and cash equivalents $ 109 $ 320 $ 46 Accounts receivable, net 2,142 2,086 2,394 Merchandise inventories 2,215 1,981 2,020 Other current assets 224 308 219 Total Current Assets 4,690 4,695 4,679 Property and Equipment, at cost 5,185 4,798 5,047 Accumulated Depreciation (1,701) (1,628) (1,636) Net Property and Equipment 3,484 3,170 3,411 Goodwill 614 632 619 Other Assets 87 93 91 Total Assets $ 8,875 $ 8,590 $ 8,800 LIABILITIES AND SHAREOWNERS' EQUITY Current Liabilities: Current maturities of long-term debt $ 47 $ 261 $ 113 Accounts payable 1,008 866 870 Accrued expenses 753 853 740 Income taxes 11 41 48 Total Current Liabilities 1,819 2,021 1,771 Long-term Debt 2,809 2,826 2,822 Deferred Income Taxes 366 340 373 Other Liabilities 169 165 182 ESOP Preference Shares 379 387 380 Unearned Compensation (359) (371) (367) Shareowners' Equity 3,692 3,222 3,639 Total Liabilities and Shareowners' Equity $ 8,875 $ 8,590 $ 8,800 The accompanying notes to condensed consolidated financial statements are an integral part of this balance sheet. 2 THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (Unaudited) (Millions, except per share) 13 Weeks Ended April 30, May 1, 1994 1993 Net Retail Sales: Department stores $ 2,013 $ 1,815 Payless ShoeSource 517 457 Total Net Retail Sales $ 2,530 $ 2,272 Revenues $ 2,622 $ 2,422 Cost of sales 1,817 1,683 Selling, general and administrative expenses 558 517 Interest expense, net 59 63 Earnings before income taxes 188 159 Provision for income taxes 76 63 Net Earnings $ 112 $ 96 Primary Earnings per Share $ .43 $ .37 Fully Diluted Earnings per Share $ .41 $ .35 Dividends Paid per Common Share $ .23 $ .20-3/4 Primary Average Shares Outstanding and Equivalents 250.0 249.8 Fully Diluted Average Shares Outstanding and Equivalents 265.3 265.5 The accompanying notes to condensed consolidated financial statements are an integral part of this statement. 3 THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (Millions) 13 Weeks Ended April 30, May 1, 1994 1993 Operating Activities: Net earnings and depreciation/ amortization $ 197 $ 176 Decrease in working capital (excluding cash, cash equivalents and short-term debt) 166 145 Other assets and liabilities, net (19) 13 344 334 Investing Activities: Net additions to property and equipment (154) (87) Other 4 (1) (150) (88) Financing Activities: Net repayments of long-term debt (72) (40) Net issuances (purchases) of treasury stock 3 (2) Dividend payments, net of tax benefit (62) (56) (131) (98) Increase in Cash and Cash Equivalents $ 63 $ 148 Cash paid during the period: Interest $ 57 $ 58 Income Taxes 116 44 The accompanying notes to condensed consolidated financial statements are an integral part of this statement. 4 THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Interim Results. These unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of The Securities and Exchange Commission and should be read in conjunction with the Summary of Significant Accounting Policies (page 18) and the Notes to Consolidated Financial Statements (pages 23-29) in the 1993 Annual Report. In the opinion of management, this information is fairly presented and all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the results for the interim periods have been included; however, certain items are included in these statements based on estimates for the entire year. Also, operating results of periods which exclude the Christmas season may not be indicative of the operating results that may be expected for the full fiscal year. Inventories. Department store merchandise inventories are stated on the LIFO (last-in, first-out) cost basis. The LIFO provision for the first quarter was $8 million in 1994 and 1993. 5 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition A summary of key financial information for the periods indicated is as follows: April 30, May 1, Jan. 29, 1994 1993 1994 Current Ratio 2.6 2.3 2.6 Debt-Capitalization Ratio 44% 48% 45% Fixed Charge Coverage* 3.2x 2.4x 3.1x Fixed Charge Coverage before Special and Nonrecurring Items* 3.2x 2.8x 3.1x * Fixed charge coverage, which is presented for the trailing 52 weeks in each period ended above, is defined as earnings before gross interest expense (excluding one-half of the interest expense related to the MCAC sale/leaseback debt (MCAC loans) prior to MCA partnership dissolution), the expense portion of interest on the ESOP debt, rent expense and income taxes divided by gross interest expense (excluding one-half of the interest expense related to the MCAC loans prior to MCA partnership dissolution), interest expense on the ESOP debt, total rent expense and the pretax equivalent of dividends on redeemable stock. Registrant's first quarter 1994 current ratio increased as compared with first quarter 1993 due to net reductions in total current liabilities, whereas total current assets was relatively unchanged. The increase in merchandise inventories was substantially offset by the decrease in cash equivalents. The increase in accounts payable, primarily related to the increase in inventories, was more than offset by decreases in the current maturities of long-term debt, and accrued expenses principally related to consolidations and store closings. The decrease in registrant's first quarter 1994 debt-capitalization ratio as compared with first quarter 1993 is primarily due to net reductions in debt during 1993 funded primarily from 1993 cash flows, and growth in retained earnings. The increase in registrant's first quarter 1994 fixed charge coverage ratio as compared with first quarter 1993 is primarily due to increased level of earnings, as lower gross interest expense due to net reductions in debt was substantially offset by higher rent expense. Results of Operations Net retail sales represent the sales of stores operating at the end of the latest period. They exclude finance charge revenue and the sales of stores which have been closed and not replaced. Sales percent increases by business segment are as follows: Store-for- Total Store Department stores 10.9% 8.2% Payless ShoeSource 13.1 6.0 Total Net Retail Sales 11.4% 7.7% 6 Store-for-store sales represent sales of those stores open during both periods. The following table presents the components of costs and expenses, as a percent of revenues, for the first quarter of 1994 and 1993. 1994 1993 Cost of Sales 69.3% 69.5% Selling, general and administrative expenses 21.3 21.3 Interest expense, net 2.2 2.6 Earnings before income taxes 7.2% 6.6% Effective income tax rate 40.5% 39.4% Net Earnings 4.3% 4.0% Cost of sales was $1,817 million in the 1994 first quarter, up 8.0% from $1,683 million in the 1993 first quarter. The overall increase is primarily related to higher sales volume. As a percent of revenues, cost of sales decreased 0.2% from the first quarter of 1993 primarily due to lower buying and occupancy expenses, partially offset by a small decline in merchandise gross margin. LIFO was a charge of $8 million in the first quarter of 1994 and 1993. There were no significant changes in the other components of cost of sales. Selling, general and administrative expenses were $558 million in the 1994 first quarter, compared with $517 million in the 1993 first quarter, a 7.9% increase. The overall increase is primarily related to higher sales volume. Selling, general and administrative expenses, as a percent of revenues, remained constant for the first quarter of 1994 as compared with 1993. Net interest expense for the first quarter 1994 and 1993 was as follows (millions): 1994 1993 Interest expense $ 62 $ 67 Interest income (1) (3) Capitalized interest (2) (1) Net Interest Expense $ 59 $ 63 The decrease in 1994 net interest expense for the first quarter is the result of net reductions of debt in 1993. As a percent of revenues, interest expense for the first quarter of 1994 decreased 0.4% from the first quarter of 1993. The effective income tax rate for the first quarter of 1994 increased as compared with 1993 primarily due to an increase in the tax rate resulting from the 1993 tax law change and slightly higher state income tax rates. 7 Operating results for the trailing years were as follows (millions, except per share): 52 Weeks Ended April 30, May 1, 1994 1993 Net retail sales $ 11,213 $ 10,289 Revenues $ 11,729 $ 11,184 Net earnings $ 727 $ 618 Fully diluted earnings per share $ 2.71 $ 2.31 8 THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES PART II - OTHER INFORMATION Item 1 - Legal Proceedings There have been no material developments in the legal proceeding identified in response to Item 3 to registrant's Annual Report on Form 10-K for the fiscal year ended January 29, 1994. Item 2 - Changes in Securities - None. Item 3 - Defaults Upon Senior Securities - None. Item 4 - Submission of Matters to a Vote of Security Holders - None. Item 5 - Other Information - None. Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits (11) - Computation of Net Earnings Per Share (12) - Computation of Ratio of Earnings to Fixed Charges (b) Reports on Form 8-K A report dated April 20, 1994, which contained information concerning debt ratings and incorporated by reference registrant's Annual Report on Form 10-K for the fiscal year ended January 29, 1994. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE MAY DEPARTMENT STORES COMPANY (Registrant) Date: June 7, 1994 /s/ Jerome T. Loeb Jerome T. Loeb President and Chief Financial Officer 9