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 May 2, 1998 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) Delaware 43-1104396 (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. 230,992,083 shares of common stock, $.50 par value, as of May 2, 1998. 1 PART 1 - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (Millions) May 2, May 3, Jan. 31, ASSETS 1998 1997 1998 Current Assets: Cash and cash equivalents $ 282 $ 109 $ 199 Accounts receivable, net 1,877 2,060 2,164 Merchandise inventories 2,752 2,636 2,433 Other current assets 78 126 82 Total Current Assets 4,989 4,931 4,878 Property and Equipment, at cost 6,896 6,489 6,787 Accumulated Depreciation (2,657) (2,304) (2,563) Net Property and Equipment 4,239 4,185 4,224 Goodwill 746 771 752 Other Assets 74 88 76 Total Assets $ 10,048 $ 9,975 $ 9,930 LIABILITIES AND SHAREOWNERS' EQUITY Current Liabilities: Current maturities of long-term debt $ 248 $ 361 $ 233 Accounts payable 1,113 1,072 842 Accrued expenses 573 601 640 Income taxes 58 58 151 Total Current Liabilities 1,992 2,092 1,866 Long-term Debt 3,470 3,722 3,512 Deferred Income Taxes 458 413 449 Other Liabilities 273 257 277 ESOP Preference Shares 335 346 337 Unearned Compensation (297) (314) (320) Shareowners' Equity 3,817 3,459 3,809 Total Liabilities and Shareowners' Equity $ 10,048 $ 9,975 $ 9,930 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 May 2, May 3, 1998 1997 Net Retail Sales $ 2,732 $ 2,573 Revenues $ 2,817 $ 2,675 Cost of sales 1,983 1,881 Selling, general and administrative expenses 584 555 Interest expense, net 67 76 Earnings before income taxes 183 163 Provision for income taxes 73 65 Net earnings before extraordinary loss 110 98 Extraordinary loss related to early extinguishment of debt - (4) Net Earnings $ 110 $ 94 Basic earnings per share: Net earnings before extraordinary loss $ .45 $ .39 Extraordinary loss - (.01) Net Earnings $ .45 $ .38 Diluted earnings per share: Net earnings before extraordinary loss $ .44 $ .38 Extraordinary loss - (.01) Net Earnings $ .44 $ .37 Dividends paid per common share $ .31-3/4 $ .30 Weighted average shares outstanding: Basic 231.1 235.5 Diluted 247.9 252.3 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 May 2, May 3, 1998 1997 Operating Activities: Net earnings and depreciation/amortization $ 211 $ 194 Decrease in working capital (excluding cash, cash equivalents and short-term debt) 83 219 Other assets and liabilities, net 3 (1) 297 412 Investing Activities: Net additions to property and equipment (110) (116) (110) (116) Financing Activities: Net repayments of long-term debt (1) (1) Net purchases of common stock (25) (212) Dividend payments, net of tax benefit (78) (76) (104) (289) Increase in Cash and Cash Equivalents $ 83 $ 7 Cash paid during the period: Interest $ 76 $ 83 Income Taxes 146 127 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 Notes to Consolidated Financial Statements (pages 21-27) in the 1997 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. Merchandise inventories are stated on the LIFO (last- in, first-out) cost basis. The LIFO provision for the first quarter was $8 million in 1998 and 1997. Common Stock Repurchase Program. On February 11, 1998, registrant's board of directors authorized a common stock repurchase program of up to $650 million. Through the end of the 1998 first quarter, registrant repurchased approximately $50 million of common stock under this program. Such purchases are being made in the open market as market conditions and regulatory rules allow. Extraordinary Item. During the first quarter of 1997, registrant recorded an extraordinary aftertax loss of $4 million ($5 million pretax) or $.01 per share, as it retired $100 million of 9.875% debentures due to mature June 1, 2017. The debentures were called effective June 6, 1997, and, accordingly, were classified as current maturities of long-term debt on the May 3, 1997 balance sheet. Summarized Financial Information - The May Department Stores Company, New York. Summarized financial information for The May Department Stores Company, New York, is set forth below for 1998 and 1997. May 2, Jan. 31, 1998 1998 Financial Position Current assets $ 4,989 $ 4,878 Noncurrent assets 5,113 5,048 Current liabilities 2,003 1,894 Noncurrent liabilities 7,400 7,437 13 Weeks Ended May 2, May 3, 1998 1997 Operating Results Revenues $ 2,817 $ 2,675 Cost of sales 1,983 1,881 Net earnings 63 45 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 Key financial ratios for the periods indicated are as follows: May 2, May 3, Jan. 31, 1998 1997 1998 Current Ratio 2.5 2.4 2.6 Debt-Capitalization Ratio 44% 49% 44% Fixed Charge Coverage* 4.2x 4.0x 4.1x * Fixed charge coverage, which is presented for the 52 weeks ended May 2, 1998, May 3, 1997 and January 31, 1998, 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 and total rent expense. Registrant's first quarter 1998 current ratio increased compared with first quarter 1997 primarily due to a decrease in current maturities of long-term debt. The current ratio impact of the merchandise inventory increase was offset by a corresponding accounts payable increase. Registrant's first quarter 1998 current ratio decreased compared with year-end 1997 due to the seasonal nature of registrant's business. The first quarter 1998 debt-capitalization ratio decreased from the first quarter 1997 due primarily to a $365 million reduction in long-term debt outstanding. This reduction was funded by cash flow from operations which was favorably impacted by lower accounts receivable levels. Registrant's fixed charge coverage ratio for the 52 weeks ended May 2, 1998 increased slightly as compared with the 52 week periods ended May 3, 1997 and January 31, 1998 due primarily to increased earnings and decreased interest expense. Interest expense decreased due to lower average debt balances. 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 are as follows: Store-for- Total Store 13 Weeks Ended May 2, 1998 6.2% 4.5% Store-for-store sales represent sales of those stores open during both periods. 6 The following table presents the components of operating costs and expenses, as a percent of revenues, for the first quarter of 1998 and 1997. Revenues include all sales from all stores operating during the period and finance charge revenues of $82 million and $89 million in 1998 and 1997, respectively. Finance charge revenues have decreased 8.3% from 1997 due to increased use of third-party credit cards. 1998 1997 Revenues 100.0% 100.0% Cost of sales 70.4 70.3 Selling, general and administrative expenses 20.7 20.8 Interest expense, net 2.4 2.8 Earnings before income taxes 6.5 6.1 Provision for income taxes 40.0* 40.0* Net Earnings 3.9% 3.7% *-Percent represents effective income tax rate. Cost of sales was $1,983 million in the 1998 first quarter, up 5.4% from $1,881 million in the 1997 first quarter. The overall increase is primarily related to higher sales volume. As a percent of revenues (which includes finance charge revenue), cost of sales increased 0.1% from the first quarter of 1997. This rate increase was comprised of a 0.3% increase resulting from a decrease in finance charge revenues with no corresponding decrease in cost of sales and a small deterioration in gross margin which were partially offset by a decrease in buying costs. Selling, general and administrative expenses were $584 million in the 1998 first quarter, compared with $555 million in the 1997 first quarter, a 5.3% increase. The increase is primarily related to higher sales volume. Selling, general and administrative expenses, as a percent of revenues, decreased 0.1% for the first quarter of 1998 as compared with 1997 mainly due to a decrease in bad debt expense related to lower delinquency and charge-off rates combined with decreased use of registrant's proprietary credit cards. Net interest expense for the first quarter 1998 and 1997 was as follows (millions): 1998 1997 Interest expense $ 76 $ 83 Interest income (6) (4) Capitalized interest (3) (3) Net Interest Expense $ 67 $ 76 Net interest expense decreased in the 1998 first quarter due to lower average long-term debt outstanding and higher average cash equivalents. The higher average cash equivalents resulted primarily from lower accounts receivable levels due to decreased use of registrant's proprietary credit cards. As a percent of revenues, net interest expense for the first quarter of 1998 decreased 0.4% from the first quarter of 1997. 7 Operating results for the trailing years were as follows (millions, except per share): 52 Weeks Ended May 2, May 3, 1998 1997 Net retail sales $ 12,490 $ 11,708 Revenues $ 12,827 $ 12,164 Net earnings $ 791 $ 749 Diluted earnings per share $ 3.17 $ 2.84 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 - None. Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits (3) - By-Laws of Registrant, as amended (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 February 12, 1998 which contained a press release announcing registrant's annual results which included Condensed Consolidated Results of Operations (for the fiscal year and fourth quarter) a Condensed Consolidated Balance Sheet and Notes to Condensed Consolidated Financial Information as of and for the fiscal quarter and years ending January 31, 1998 and February 1, 1997. A report dated March 20, 1998 which contained a press release announcing registrant's declaration of a new quarterly dividend and the date of the annual meeting of shareowners. A report dated April 22, 1998, which contained information concerning debt ratings and incorporated by reference registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 1998. 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, 1998 /s/ John L. Dunham John L. Dunham Executive Vice President and Chief Financial Officer 9