Item 3. 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. In the Notes to Consolidated Financial Statements (registrant's 1993 Annual Report to Shareowners at page 26) the registrant reported that it is a defendant in a lawsuit filed in Montgomery, Alabama, by certain former bondholders who allege, among other things, that the registrant reacquired certain indebtedness with lower-interest cost debt in violation of the bond indentures. The lawsuit seeks either reinstatement of the indebtedness plus reimbursement of the
Item 3. Legal Proceedings (continued)
plaintiffs' attorneys fees or contractual damages in excess of $25 million. The lawsuit also seeks punitive damages in excess of $100 million. The registrant believes its actions were legal and proper and will vigorously defend its position. While the final outcome of this lawsuit cannot be determined with certainty, the registrant believes that the final outcome will not have a material adverse effect on the registrant's results of operations or its financial position.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the 13 weeks ended January 29, 1994.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Shareowner Matters
Common Stock Split, Dividends and Market Prices (page 17) of registrant's 1993 Annual Report to Shareowners are incorporated herein by reference.
Item 6.
Item 6. Selected Financial Data
The Eleven Year Financial Summary (pages 30 and 31) of registrant's 1993 Annual Report to Shareowners is incorporated herein by reference.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis (pages 12-17), Summary of Significant Accounting Policies (page 18) and Notes to Consolidated Financial Statements (pages 23-29) of registrant's 1993 Annual Report to Shareowners are incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data
Summary of Significant Accounting Policies (page 18), Consolidated Financial Statements (pages 19-22), Notes to Consolidated Financial Statements (pages 23-29) and Report of Independent Public Accountants (page 32) of registrant's 1993 Annual Report to Shareowners are incorporated herein by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Items 10, 11, 12, 13. Directors and Executive Officers of Registrant, Executive Compensation, Security Ownership of Certain Beneficial Owners and Management, Certain Relationships and Related Transactions
Pursuant to paragraph G (Information to be Incorporated by Reference) of the General Instructions to Form 10-K, the information required by Items 10, 11, 12 and 13 (other than information about executive officers of registrant) is incorporated by reference from the definitive proxy statement dated April 18, 1994, and filed pursuant to Regulation 14A. Information about executive officers of registrant is set forth in Part I of this Form 10-K, under the heading "Items 1 and 2. Business and Description of Property."
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this report: (1) Financial Statements. Incorporated by reference to registrant's 1993 Annual Report to Shareowners (Exhibit 13): Location in Annual Report Summary of Significant Accounting Policies 18 Financial Statements- Consolidated Statement of Earnings for the three fiscal years ended January 29, 1994 19 Consolidated Balance Sheet - January 29, 1994, and January 30, 1993 20 Consolidated Statement of Cash Flows for the three fiscal years ended January 29, 1994 21 Consolidated Statement of Shareowners' Equity for the three fiscal years ended January 29, 1994 22 Notes to Consolidated Financial Statements 23-29 Report of Independent Public Accountants 32
Location in this Report (2) Supplemental Financial Statement Schedules (for the three fiscal years ended January 29, 1994):
Report of Independent Public Accountants on financial statement schedules 10 II Amounts receivable from employees 11-12 V Property and equipment 13 VI Accumulated depreciation and amortization of property and equipment 14 VIII Valuation and qualifying accounts 15
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (continued)
(3) Exhibits: Location
3(a) Restated Certificate of Filed Incorporation of herewith. Registrant, dated March 22, 1994
3(b) By-Laws of Registrant, as amended Filed herewith.
11 Computation of Net Earnings Filed Per Share herewith.
12 Computation of Ratio of Filed Earnings to Fixed Charges herewith.
13 The May Department Stores Filed Company 1993 Annual Report to herewith. Shareowners (only those portions specifically incorporated by reference shall be deemed filed with the Commission)
21 Subsidiaries of Registrant Filed herewith.
23 Consent of Independent Public Page 10 of Accountants this Report.
99 Form 11-K Annual Report of the Filed Profit Sharing and Savings Plan herewith. of The May Department Stores Company for the fiscal year ended December 31, 1993
(4) Reports on Form 8-K
The registrant has not filed any reports on Form 8-K during the last quarter covered by this report.
All other schedules and exhibits of registrant for which provision is made in the applicable regulations of the Securities and Exchange Commission have been omitted as they are not required or are inapplicable or the information required thereby has been given otherwise.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Date: April 20, 1994 By: /s/ Jerome T. Loeb Jerome T. Loeb Director, President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of registrant and in the capacities and on the dates indicated.
Date Signature Title
Principal Executive Officer:
April 20, 1994 /s/ David C. Farrell Director, Chairman David C. Farrell and Chief Executive Officer
Principal Financial and Accounting Officer:
April 20, 1994 /s/ Jerome T. Loeb Director, Jerome T. Loeb President and Chief Financial Officer
Directors:
April 20, 1994 /s/ Thomas A. Hays Director and Thomas A. Hays Deputy Chairman
April 20, 1994 /s/ Richard L. Battram Director and Vice Richard L. Battram Chairman
Date Signature Title
April 20, 1994 /s/ Helene L. Kaplan Director Helene L. Kaplan
April 20, 1994 /s/ Edward H. Meyer Director Edward H. Meyer
April 20, 1994 /s/ Russell E. Palmer Director Russell E. Palmer
April 20, 1994 /s/ Andrall E. Pearson Director Andrall E. Pearson
April 20, 1994 /s/ Michael R. Quinlan Director Michael R. Quinlan
April 20, 1994 /s/ William P. Stiritz Director William P. Stiritz
April 20, 1994 /s/ Robert D. Storey Director Robert D. Storey
April 20, 1994 /s/ Murray L. Weidenbaum Director Murray L. Weidenbaum
April 20, 1994 /s/ Edward E. Whitacre, Jr. Director Edward E. Whitacre, Jr.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The May Department Stores Company:
We have audited, in accordance with generally accepted auditing standards, the consolidated financial statements included in The May Department Stores Company's Annual Report to Shareowners incorporated by reference in this Form 10-K, and have issued our report thereon dated February 21, 1994. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. Schedules II, V, VI and VIII included in this Form 10-K are the responsibility of the company's management and are presented for the purpose of complying with the Securities and Exchange Commission's rules and are not part of the consolidated financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the consolidated financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the consolidated financial statements taken as a whole.
ARTHUR ANDERSEN & CO. 1010 Market Street St. Louis, Missouri 63101-2089 February 21, 1994
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our reports included or incorporated by reference in this Annual Report on Form 10-K for the year ended January 29, 1994, into the Company's previously filed Registration Statements on Form S-3 (No. 33-37966, 33-38585 and 33-46021) and Form S-8 (No. 33-26016, 33-38104 and 33-51849).
ARTHUR ANDERSEN & CO. 1010 Market Street St. Louis, Missouri 63101-2089 April 20, 1994
SCHEDULE V
THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
PROPERTY AND EQUIPMENT FOR THE THREE FISCAL YEARS
ENDED JANUARY 29, 1994
(Millions) Balance Balance beginning Additions, (Retire- end of Classification of period at cost ments) period
FISCAL YEAR ENDED JANUARY 29, 1994: Land $ 247 $ 17 $ (16) $ 248 Buildings and improvements 2,496 313 (136) 2,673 Furniture, fixtures and equipment 1,887 370 (214) 2,043 Property under capital leases 101 - (18) 83 Total $ 4,731 $ 700 $ (384) $ 5,047
FISCAL YEAR ENDED JANUARY 30, 1993: Land $ 235 $ 22 $ (10) $ 247 Buildings and improvements 2,409 177 (90) 2,496 Furniture, fixtures and equipment 1,795 205 (113) 1,887 Property under capital leases 101 - - 101 Total $ 4,540 $ 404 $ (213) $ 4,731
FISCAL YEAR ENDED FEBRUARY 1, 1992: Land $ 236 $ 13 $ (14) $ 235 Buildings and improvements 2,192 267 (50) 2,409 Furniture, fixtures and equipment 1,646 232 (83) 1,795 Property under capital leases 106 - (5) 101 Total $ 4,180 $ 512 $ (152) $ 4,540
Notes to Schedules V and VI:
Property and equipment are depreciated on a straight-line basis over their estimated useful lives which are 25 to 50 years for buildings, 15 to 22 years for improvements and 3 to 15 years for furniture, fixtures and equipment.
During the period of 1989 through 1991, the registrant sold a total of 66 of its department stores properties to MCAC for $634 million and simultaneously leased back the properties. As the registrant was a 50% partner in MCA, the sale/leasebacks were accounted for as loans from MCAC and the historical property balances and activity remained in the financial statements. Upon dissolution of the MCA partnership in 1992, May received a majority ownership interest in MCAC and, therefore, the MCAC loans were eliminated on a consolidated basis and the financial statements continue to reflect the historical property balances for these locations.
Leasehold improvements are amortized on a straight-line basis over their estimated useful lives or the lease term whichever is shorter. Property under capital leases is amortized over the related lease terms.
SCHEDULE VI
THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY AND EQUIPMENT
FOR THE THREE FISCAL YEARS ENDED JANUARY 29, 1994
(Millions) Balance Depre- Balance beginning ciation (Retire- end of Classification of period expense ments) period
FISCAL YEAR ENDED JANUARY 29, 1994: Buildings and improvements $ 730 $ 131 $ (69) $ 792 Furniture, fixtures and equipment 806 196 (188) 814 Property under capital leases 37 3 (10) 30 Total $ 1,573 $ 330 $ (267) $ 1,636
FISCAL YEAR ENDED JANUARY 30, 1993: Buildings and improvements $ 646 $ 126 $ (42) $ 730 Furniture, fixtures and equipment 709 192 (95) 806 Property under capital leases 34 3 - 37 Total $ 1,389 $ 321 $ (137) $ 1,573
FISCAL YEAR ENDED FEBRUARY 1, 1992: Buildings and improvements $ 562 $ 112 $ (28) $ 646 Furniture, fixtures and equipment 599 184 (74) 709 Property under capital leases 34 3 (3) 34 Total $ 1,195 $ 299 $ (105) $ 1,389
See Notes on Schedule V.
SCHEDULE VIII
THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE FISCAL YEARS ENDED JANUARY 29, 1994
(Millions)
Charges Balance to costs Balance beginning and (Deductions) end of of period expenses (a) period
FISCAL YEAR ENDED JANUARY 29, 1994 Allowance for doubtful accounts $ 82 $ 70 $ (76) $ 76
FISCAL YEAR ENDED JANUARY 30, 1993 Allowance for doubtful accounts $ 88 $ 78 $ (84) $ 82
FISCAL YEAR ENDED FEBRUARY 1, 1992: Allowance for doubtful accounts $ 84 $ 105 $ (101) $ 88
(a) Write-off of accounts determined to be uncollectible, net of recoveries of $22 million in each of 1993, 1992 and 1991.
Exhibit 21
THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
SUBSIDIARIES OF REGISTRANT
The corporations listed below are subsidiaries of registrant, and all are included in the consolidated financial statements of registrant as subsidiaries (unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary):
Jurisdiction in which Name organized
May Capital, Inc. Delaware
May Centers Associates Corporation Missouri
May Funding, Inc. Nevada
May Holdings, Inc. Delaware
The May Department Stores Credit Company Delaware
Payless ShoeSource, Inc. Missouri