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 29, 1995 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. 248,681,629 shares of common stock, $.50 par value, as of April 29, 1995. 1 PART 1 - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (Millions) April 29, April 30, Jan. 28, ASSETS 1995 1994 1995 Current Assets: Cash and cash equivalents $ 116 $ 109 $ 55 Accounts receivable, net 2,138 2,142 2,436 Merchandise inventories 2,455 2,215 2,207 Other current assets 204 224 212 Total Current Assets 4,913 4,690 4,910 Property and Equipment, at cost 5,906 5,185 5,794 Accumulated Depreciation (2,015) (1,701) (1,928) Net Property and Equipment 3,891 3,484 3,866 Goodwill 598 614 602 Other Assets 94 87 94 Total Assets $ 9,496 $ 8,875 $ 9,472 LIABILITIES AND SHAREOWNERS' EQUITY Current Liabilities: Current maturities of long-term debt $ 172 $ 47 $ 169 Accounts payable 961 1,008 837 Accrued expenses 698 753 761 Income taxes 50 11 128 Total Current Liabilities 1,881 1,819 1,895 Long-term Debt 2,858 2,809 2,875 Deferred Income Taxes 362 366 359 Other Liabilities 182 169 191 ESOP Preference Shares 372 379 374 Unearned Compensation (346) (359) (357) Shareowners' Equity 4,187 3,692 4,135 Total Liabilities and Shareowners' Equity $ 9,496 $ 8,875 $ 9,472 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 29, April 30, 1995 1994 Net Retail Sales: Department stores $ 2,128 $ 2,009 Payless ShoeSource 569 517 Total Net Retail Sales $ 2,697 $ 2,526 Revenues $ 2,787 $ 2,622 Cost of sales 1,946 1,820 Selling, general and administrative expenses 592 555 Interest expense, net 58 59 Earnings before income taxes 191 188 Provision for income taxes 77 76 Net Earnings $ 114 $ 112 Primary Earnings per Share $ .44 $ .43 Fully Diluted Earnings per Share $ .42 $ .41 Dividends Paid per Common Share $ .26 $ .23 Primary Average Shares Outstanding and Equivalents 249.4 250.0 Fully Diluted Average Shares Outstanding and Equivalents 264.5 265.3 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 29, April 30, 1995 1994 Operating Activities: Net earnings and depreciation/ amortization $ 211 $ 197 Decrease in working capital (excluding cash, cash equivalents and short-term debt) 41 166 Other assets and liabilities, net (9) (19) 243 344 Investing Activities: Net additions to property and equipment (118) (154) Other 2 4 (116) (150) Financing Activities: Net repayments of long-term debt (3) (72) Net issuances of treasury stock 11 3 Dividend payments, net of tax benefit (74) (62) (66) (131) Increase in Cash and Cash Equivalents $ 61 $ 63 Cash paid during the period: Interest $ 55 $ 57 Income Taxes 133 116 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 1994 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 1995 and 1994. Reclassifications. Certain prior period amounts have been reclassified to conform with current year presentation. 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 29, April 30, Jan. 28, 1995 1994 1995 Current Ratio 2.6 2.6 2.6 Debt-Capitalization Ratio 44% 44% 44% Fixed Charge Coverage* 3.4x 3.3x 3.4x * Fixed charge coverage, which is presented for the trailing 52 weeks in each period ended above, is defined as earnings before gross interest expense, the expense portion of interest on the ESOP debt, rent expense and income taxes divided by gross interest expense, interest expense on the ESOP debt, total rent expense and the pretax equivalent of dividends on redeemable stock. Registrant's fixed charge coverage ratio for the 52 weeks ended April 29, 1995 increased as compared with the 52 week period ended April 30, 1994, due to an increased level of earnings, partially offset by an increase in fixed charges, primarily 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 (decreases) by business segment are as follows: Store-for- Total Store Department stores 5.9% 2.4% Payless ShoeSource 10.2 (4.6) Total Net Retail Sales 6.8% 1.0% 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 1995 and 1994. 1995 1994 Cost of sales 69.8% 69.4% Selling, general and administrative expenses 21.3 21.2 Interest expense, net 2.1 2.2 Earnings before income taxes 6.8% 7.2% Effective income tax rate 40.5% 40.5% Net Earnings 4.1% 4.3% 6 Cost of sales was $1,946 million in the 1995 first quarter, up 6.9% from $1,820 million in the 1994 first quarter. The overall increase is primarily related to higher sales volume. As a percent of revenues, cost of sales increased 0.4% from the first quarter of 1994 due to higher occupancy expenses. LIFO was a charge of $8 million in the first quarter of 1995 and 1994. There were no significant changes in the other components of cost of sales. Selling, general and administrative expenses were $592 million in the 1995 first quarter, compared with $555 million in the 1994 first quarter, a 6.7% increase. The increase is primarily related to higher sales volume. Selling, general and administrative expenses, as a percent of revenues, increased 0.1% for the first quarter of 1995 as compared with 1994. Net interest expense for the first quarter 1995 and 1994 was as follows (millions): 1995 1994 Interest expense $ 65 $ 62 Interest income (3) (1) Capitalized interest (4) (2) Net Interest Expense $ 58 $ 59 Interest expense net of capitalized interest increased in the 1995 first quarter due to increased debt balances. The increase in first quarter 1995 interest income primarily resulted from higher short term interest rates. As a percent of revenues, net interest expense for the first quarter of 1995 decreased 0.1% from the first quarter of 1994. Operating results for the trailing years were as follows (millions, except per share): 52 Weeks Ended April 29, April 30, 1995 1994 Net retail sales $ 12,046 $ 11,245 Revenues $ 12,388 $ 11,729 Net earnings $ 784 $ 727 Fully diluted earnings per share $ 2.93 $ 2.71 7 THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES PART II - OTHER INFORMATION Item 1 - Legal Proceedings There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which registrant or any of its subsidiaries is a party or of which any of their property is the subject. 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 On June 9, 1995, Registrant signed an underwriting agreement with Morgan Stanley & Co. Incorporated and Merrill Lynch & Co. to sell $100,000,000 principal amount of 7.50% Debentures due 2015 and $100,000,000 principal amount of 7.60% Debentures due 2025 ("the Debentures"). The Registrant expects the sale of the Debentures to be completed June 14, 1995. The Registrant intends to use the net proceeds from the sale of the Debentures for capital expenditures, working capital needs and other general corporate purposes, including investments and acquisitions. 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 (27) - Financial Data Schedule (b) Reports on Form 8-K A report dated April 19, 1995, which contained information concerning debt ratings and incorporated by reference registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 1995. 8 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 9, 1995 /s/ Jerome T. Loeb Jerome T. Loeb President and Chief Financial Officer 9