<PAGE>
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 August 3, 1996
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.
251,869,356 shares of common stock, $0.50 par value, as of August
3, 1996.
1
<PAGE>
<TABLE>
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(Millions)
<CAPTION>
August 3, July 29, Feb. 3,
ASSETS 1996 1995 1996
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 268 $ 255 $ 159
Accounts receivable, net 2,142 2,024 2,403
Merchandise inventories 2,314 1,957 2,134
Other current assets 174 183 169
Net current assets of
discontinued operation - 282 232
Total Current Assets 4,898 4,701 5,097
Property and Equipment, at cost 6,119 5,224 5,617
Accumulated Depreciation (2,043) (1,808) (1,873)
Net Property and Equipment 4,076 3,416 3,744
Goodwill 761 590 671
Other Assets 83 90 89
Net Noncurrent Assets of
Discontinued Operation - 547 521
Total Assets $ 9,818 $ 9,344 $ 10,122
LIABILITIES AND SHAREOWNERS' EQUITY
Current Liabilities:
Current maturities of
long-term debt $ 225 $ 21 $ 132
Accounts payable 843 825 692
Accrued expenses 713 640 650
Income taxes - 3 128
Total Current Liabilities 1,781 1,489 1,602
Long-term Debt 3,430 3,046 3,333
Deferred Income Taxes 390 326 378
Other Liabilities 211 190 204
ESOP Preference Shares 354 370 366
Unearned Compensation (331) (346) (346)
Shareowners' Equity 3,983 4,269 4,585
Total Liabilities and
Shareowners' Equity $ 9,818 $ 9,344 $ 10,122
The accompanying notes to condensed consolidated financial
statements are an integral part of this balance sheet.
</TABLE>
2
<PAGE>
<TABLE>
THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited)
<CAPTION>
(Millions, except per share) 13 Weeks Ended 26 Weeks Ended
Aug. 3, July 29, Aug. 3, July 29,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Net Retail Sales $ 2,431 $ 2,241 $ 4,836 $ 4,366
Revenues $ 2,533 $ 2,325 $ 5,044 $ 4,543
Cost of sales 1,773 1,625 3,528 3,168
Selling, general and
administrative expenses 511 463 1,039 933
Interest expense, net 64 57 128 115
Earnings from continuing
operations before income
taxes 185 180 349 327
Provision for income taxes 75 73 141 133
Net Earnings from:
Continuing operations 110 107 208 194
Discontinued operation - 34 11 61
Net Earnings $ 110 $ 141 $ 219 $ 255
Primary earnings per share:
Continuing operations .42 .41 .79 .74
Discontinued operation - .13 .05 .24
Primary Earnings per Share $ .42 $ .54 $ .84 $ .98
Fully diluted earnings
per share:
Continuing operations .41 .40 .77 .72
Discontinued operation - .13 .04 .23
Fully diluted Earnings
per Share $ .41 $ .53 $ .81 $ .95
Dividends Paid per
Common Share $ .29 $ .28-1/2 $ .57-1/2 $ .54-1/2
Primary Average Shares
Outstanding and
Equivalents 251.4 250.2 251.2 249.7
Fully Diluted Average Shares
Outstanding and
Equivalents 265.7 265.7 265.7 265.4
The accompanying notes to condensed consolidated financial
statements are an integral part of this statement.
</TABLE>
3
<PAGE>
<TABLE>
THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
(Millions) 26 Weeks Ended
Aug. 3, July 29,
1996 1995
<S> <C> <C>
Operating Activities:
Net earnings from continuing operations
and depreciation/amortization $ 385 $ 347
Decrease in working capital (excluding
cash, cash equivalents and short-term
debt) 280 209
Other assets and liabilities, net 21 (12)
Net cash used in discontinued operation - 26
686 570
Investing Activities:
Net additions to property and equipment (287) (285)
Other - (1)
(287) (286)
Financing Activities:
Net issuances (repayments) of long-term debt (41) 47
Net issuances (acquisitions) of treasury stock (88) 28
Dividend payments, net of tax benefit (161) (152)
(290) (77)
Increase in Cash and Cash Equivalents $ 109 $ 207
Noncash financing activities for the 26 weeks ended August 3, 1996
include the distribution of $764 million of equity in the spin-off
of Payless ShoeSource, Inc. and the acquisition of the former
Strawbridge & Clothier stores for shares of May valued at $292
million and the assumption of $255 million of debt and certain
other liabilities.
Cash paid during the period:
Interest $ 137 $ 127
Income Taxes 249 292
The accompanying notes to condensed consolidated financial
statements are an integral part of this statement.
</TABLE>
4
<PAGE>
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 1995 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 second
quarter was $8 million in 1996 and 1995. The year-to-date LIFO
provision was $16 million in 1996 and 1995.
Discontinued Operation. In January 1996, the registrant announced
its intention to spin off Payless ShoeSource, Inc. ("Payless"), its
chain of self-service family shoe stores. The spin-off was
completed effective May 4, 1996, as a tax-free distribution to
shareowners. The registrant's financial statements presented
herein reflect Payless as a discontinued operation through the end
of the first quarter.
As discussed in the 1995 Annual Report to Shareowners, and in
accordance with generally accepted accounting principles, Payless
1996 pre-tax earnings were recorded in 1995 to the extent of spin-
off costs and the Payless operating loss from January 17, 1996
through fiscal 1995 year-end. As a result, $21 million of 1996
Payless pre-tax earnings is not reported in the year-to-date net
earnings from discontinued operation.
Acquisition. On July 18, 1996, the registrant purchased 13 former
Strawbridge & Clothier department stores in the greater
Philadelphia area. At the July closing, the registrant delivered,
subject to later adjustment, 4.2 million shares of May common stock
and assumed approximately $255 million of debt and certain other
liabilities in exchange for the Strawbridge & Clothier department
store assets. The registrant has also agreed to issue additional
May common stock in exchange for any cash proceeds from Strawbridge
& Clothier's divestiture of its other assets, including its Clover
discount division, remaining after satisfaction of all Strawbridge
& Clothier liabilities and obligations. The acquisition was
accounted for as a purchase.
Reclassifications. Certain prior period amounts have been
reclassified to conform with current year presentation.
5
<PAGE>
Summarized Financial Information - 2nd Quarter; The May Department
Stores Company, New York. At the shareowners' annual meeting on
May 24, 1996, the shareowners approved the change of the state of
incorporation of The May Department Stores Company from New York to
Delaware. This transaction did not result in any change in the
business or the consolidated assets, liabilities or net worth of
the reincorporated entity. Reincorporation in Delaware allows the
registrant to take advantage of certain provisions of the corporate
laws of Delaware and also allows the registrant to manage its state
franchise tax and other affairs in ways that will result in
significant savings each year beginning in 1996.
The reincorporation in Delaware was accomplished by means of a
statutory share exchange (Share Exchange) where each share of
common stock of The May Department Stores Company (and associated
preferred stock purchase right) outstanding prior to the filing of
a "Certificate of Exchange" by the Department of State of the State
of New York was exchanged for one share of common stock of the
reincorporated entity. As a result of the Share Exchange, The May
Department Stores Company, New York became a wholly owned
subsidiary of registrant.
Summarized financial information for The May Department Stores
Company, New York, is set forth below for 1996. Corresponding
information for fiscal year 1995 is not included below as amounts
reflected in the respective consolidated financial statements
reflect information for The May Department Stores Company, New
York.
August 3,
1996
Balance Sheet
Current assets $ 4,898
Noncurrent assets 4,920
Current liabilities 1,781
Noncurrent liabilities 3,700
ESOP preference shares 354
August 3, 1996
13 Weeks 26 Weeks
Ended Ended
Statement of Earnings
Revenues 2,533 5,044
Cost of sales 1,773 3,528
Earnings from continuing operations
before extraordinary item 110 208
Net earnings 110 219
6
<PAGE>
Subsequent Event. At a meeting of its board of directors on August
16, 1996, a resolution was passed authorizing registrant's
management to implement a common stock repurchase program of up to
$600 million. Such purchases will be made in the open market from
time to time as market conditions allow, subject to Securities and
Exchange Commission rules and regulations.
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition
A summary of key financial information reflecting the completion of
the spin-off of Payless in all periods indicated is as follows:
Aug. 3, July 29, Feb. 3,
1996 1995 1996
Current Ratio* 2.8 3.0 3.0
Debt-Capitalization Ratio** 43% 42% 42%
Fixed Charge Coverage*** 4.1x 4.3x 4.2x
* The current ratios including net current assets of the
discontinued operation were 3.2 at July 29, 1995 and Feb. 3,
1996, respectively.
** The debt-to-capitalization ratios including the discontinued
operation were 44% at July 29, 1995 and February 3, 1996.
*** Fixed charge coverage including the discontinued operation
was 3.4x at July 29, 1995 and 3.1x at February 3, 1996.
Fixed charge coverage, which is presented for the trailing 52
weeks ended August 3, 1996, February 3, 1996, and July 29,
1995, 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 second quarter 1996 current ratio decreased compared
with second quarter 1995 primarily due to an increase in the
current maturities of long-term debt which was partially offset by
an increase in merchandise inventory. Merchandise inventories
increased due to new store growth including the acquisition of
Wanamaker's stores in the 1995 third quarter and Strawbridge &
Clothier stores late in the 1996 second quarter and the full year
1995 LIFO credit. The second quarter 1996 current ratio decreased
as compared with year-end 1995 primarily due to the seasonal
decrease in accounts receivable, an increase in current maturities
of long-term debt and an increase in accounts payable partially
offset by an increase in inventory. The resultant decrease to the
current ratio for these items was partially offset by a decrease in
income taxes payable.
The increase in registrant's second quarter 1996 debt-
capitalization ratio compared with year-end 1995 is due to
7
<PAGE>
increased debt balances. In addition to the issuance of debt
described below, the company assumed $246 million of debt (of
which, $120 million was immediately retired) in the acquisition of
13 former Strawbridge & Clothier department stores.
During the 1996 second quarter, registrant issued $200 million,
8.30% debentures due in 2026. The proceeds from the issuance were
added to registrant's general funds to be used for capital
expenditures, working capital needs, stock repurchases and other
general corporate purposes, including investments and acquisitions.
The registrants' fixed charge coverage ratio for the 52 weeks ended
August 3, 1996 decreased slightly as compared with the 52 week
periods ended July 29, 1995 and February 3, 1996 due primarily to
an increase in interest expense, partially offset by an increased
level of earnings.
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:
Second Quarter First Six Months
Store-for- Store-for-
Total Store Total Store
8.5% 2.3% 10.8% 4.4%
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. Revenues include finance charge revenues
and all sales from all stores operating during the period.
Second Quarter First Six Months
1996 1995 1996 1995
Cost of sales 70.0% 69.9% 70.0% 69.7%
Selling, general and
administrative expenses 20.2 19.9 20.6 20.6
Interest expense, net 2.5 2.4 2.5 2.5
Earnings before income taxes 7.3% 7.8% 6.9% 7.2%
Effective income tax rate 40.6% 40.7% 40.6% 40.7%
Net Earnings 4.3% 4.6% 4.1% 4.3%
Cost of sales was $1,773 million in the 1996 second quarter, up
9.1% from $1,625 million in the 1995 second quarter. For the first
six months of 1996, cost of sales was $3,528 million, an 11.4%
increase from $3,168 million in the 1995 period. The overall
increase is primarily related to higher sales volume. As a percent
8
<PAGE>
of revenues, cost of sales increased 0.1% from the second quarter
of 1995 due principally to an increase in occupancy expenses. For
the first six months, cost of sales increased 0.3% due to a slight
decrease in finance charge revenue. For the second quarter and
first six months of each year, the LIFO charge was $8 million and
$16 million, respectively. There were no significant changes in
the other components of cost of sales.
Selling, general and administrative expenses were $511 million in
the 1996 second quarter, compared with $463 million in the 1995
second quarter, a 10.3% increase. For the first six months of
1996, selling, general and administrative expenses were $1,039
million compared with $933 million in the 1995 period, an 11.3%
increase. The increase is primarily related to higher sales
volume. Selling, general and administrative expenses, as a percent
of revenues, increased 0.3% for the second quarter of 1996 as
compared with 1995 due primarily to an increase in payroll costs.
Net interest expense for the second quarter and first six months of
1996 and 1995 was as follows (millions):
Second Quarter First Six Months
1996 1995 1996 1995
Interest expense $ 71 $ 66 $ 141 $ 131
Interest income (3) (4) (7) (7)
Capitalized interest (4) (5) (6) (9)
Net Interest Expense $ 64 $ 57 $ 128 $ 115
Interest expense increased in the 1996 second quarter and first six
months due to the 1995 borrowings for the acquisition of certain
assets of John Wanamaker and Woodward & Lothrop. As second quarter
1996 borrowings were made near the end of the quarter, they had a
minimal impact on interest expense for the second quarter and first
six months. As a percent of revenues, net interest expense
increased 0.1% for the second quarter while it remained constant
for the first six months.
Operating results for the trailing years were as follows (millions,
except per share):
52 Weeks Ended
Aug. 3, July 29,
1996 1995
Net retail sales $ 10,928 $ 10,035
Revenues $ 11,344 $ 10,383
Net earnings $ 714 $ 674
Fully diluted earnings per share $ 2.66 $ 2.52
9
<PAGE>
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
(a) The annual meeting of shareowners of registrant was held on
May 24, 1996.
(b) At the annual meeting of shareowners of registrant held on
May 24, 1996, action was taken with respect to:
(i) the election of seven directors of registrant;
Authority
For Withheld
Richard L. Battram 229,747,198 1,603,907
David C. Farrell 229,726,199 1,624,906
Eugene S. Kahn 229,807,782 1,543,323
Andrall E. Pearson 229,594,939 1,756,166
Robert D. Storey 229,830,993 1,520,112
Anthony J. Torcasio 229,741,339 1,609,766
Edward E. Whitacre, Jr. 229,818,402 1,532,703
(ii) a ratification of the appointment of Arthur Andersen
LLP as independent auditors (229,874,883 votes in
favor, 707,553 votes against and 768,669 votes
abstained);
(iii) a proposal to change the registrant's state of
incorporation from New York to Delaware (207,836,069
votes in favor, 6,106,850 votes against, 1,352,426
votes abstained and 16,055,760 not voted);
(iv) a proposal relating to a classified Board of
Directors (95,387,369 votes in favor, 116,784,906
votes against, 3,123,070 votes abstained and
16,055,760 not voted);
All such proposals were set forth and described in detail
in the Notice of Annual Meeting and Proxy Statement of
registrant dated April 22, 1996, filed with the Commission
pursuant to Rule 12b-23 (b).
Item 5 - Other Information - None.
10
<PAGE>
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 May 24, 1996, which contained two May, 1996
press releases concerning the registrant's five year capital
expansion plan and the registrant's quarterly earnings
release.
A report dated July 17, 1996 which contained a copy of the
Underwriting Agreement, dated July 12, 1996, among
registrant, Morgan Stanley & Co. Incorporated and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated; and a specimen of 8.30% debentures due July
15, 2026.
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: September 10, 1996
\s\ John L. Dunham
John L. Dunham
Executive Vice President and
Chief Financial Officer
11
<PAGE>
<TABLE>
<CAPTION>
Exhibit 11
THE MAY DEPARTMENT STORES COMPANY
COMPUTATION OF NET EARNINGS PER SHARE
13 Weeks Ended 26 Weeks Ended
Aug. 3, July 29, Aug. 3, July 29,
1996 1995 1996 1995
(millions, except per share)
<S> <C> <C> <C> <C>
Net earnings from continuing operations $ 110.0 $ 106.9 $ 207.6 $ 193.9
ESOP Preferred Dividends, net of tax
benefit on unallocated shares (4.6) (4.7)) (9.1) (9.5)
Preferred Dividend requirements - - - -
Net earnings available for
common shareowners:
Continuing operations 105.4 102.2 198.5 184.4
Discontinued operation - 34.2 11.4 60.7
Total net earnings available for
common shareowners $ 105.4 $ 136.4 $ 209.9 $ 245.1
Average common shares outstanding 249.7 249.2 249.6 248.8
Net earnings per share:
Continuing operations $ 0.42 $ 0.41 $ 0.79 $ 0.74
Discontinued operation - 0.14 0.05 0.25
Total net earnings per share $ 0.42 $ 0.55 $ 0.84 $ 0.99
Primary Computation
Net earnings available from
continuing operations $ 105.4 $ 102.2 $ 198.5 $ 184.4
Deferred comp. dividend adjustment .4 0.3 .7 0.7
Adjusted net earnings available:
Continuing operations $ 105.8 $ 102.5 $ 199.2 $ 185.1
Discontinued operation - 34.2 11.4 60.7
Total adjusted net earnings available $ 105.8 $ 136.7 $ 210.6 $ 245.8
Average common shares outstanding 249.7 249.2 249.6 248.8
Common share equivalents (CSE's) 1.7 1.0 1.6 0.9
Average common stock and CSE's 251.4 250.2 251.2 249.7
Primary earnings per share:
Continuing operations $ 0.42 $ 0.41 $ 0.79 $ 0.74
Discontinued operation - 0.13 0.05 0.24
Total Primary Earnings per share $ 0.42 $ 0.54 $ 0.84 $ 0.98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit 11
THE MAY DEPARTMENT STORES COMPANY
COMPUTATION OF NET EARNINGS PER SHARE
13 Weeks Ended 26 Weeks Ended
Aug. 3, July 29, Aug. 3, July 29,
1996 1995 1996 1995
(millions, except per share)
<S> <C> <C> <C> <C>
Fully Diluted Computation:
Adjusted net earnings available from
continuing operations-PRIMARY $ 105.8 $ 102.5 $ 199.2 $ 185.1
Earnings impact of assumed conversion
of ESOP Preference Shares, net of tax
benefit on unallocated common shares 2.9 2.9 5.8 5.6
Adjusted net earnings available-
FULLY DILUTED:
Continuing operations 108.7 105.4 205.0 190.7
Discontinued operation - 34.2 11.4 60.7
Total adjusted net earnings available-
FULLY DILUTED: $ 108.7 $ 139.6 $ 216.4 $ 251.4
Average common shares and CSE's 251.4 250.2 251.2 249.7
Additional CSE's attributable to
treasury stock method - 0.5 - 0.7
ESOP Preference Shares 14.3 15.0 14.5 15.0
Average Common Shares Outstanding on
fully diluted basis 265.7 265.7 265.7 265.4
Fully Diluted earnings per share:
Continuing operations $ 0.41 $ 0.40 $ 0.77 $ 0.72
Discontinued operation - 0.13 0.04 0.23
Total Fully Diluted Earnings per share $ 0.41 $ 0.53 $ 0.81 $ 0.95
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit 12
THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
FOR THE FIVE FISCAL YEARS ENDED FEBRUARY 3, 1996, AND FOR THE
TWENTY-SIX WEEKS ENDED AUGUST 3, 1996, AND JULY 29, 1995
26 Weeks Ended Fiscal Year Ended
Aug. 3, July 29, Feb. 3, Jan. 28, Jan. 29, Jan. 30, Feb. 1,
1996 1995 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings Available for Fixed Charges:
Pretax earnings from continuing
operations $ 349 $ 327 $ 1,160 $ 1,079 $ 957 $ 579 $ 617
Fixed charges (excluding interest
capitalized and pretax preferred
stock dividend requirements) 161 148 317 293 305 361 409
Dividends on ESOP Preference Shares (13) (14) (28) (28) (28) (29) (29)
Capitalized interest amortization 3 3 5 4 4 3 3
500 464 1,454 1,348 1,238 914 1,000
Fixed Charges:
Gross interest expense (a) $ 157 $ 147 $ 316 $ 289 $ 295 $ 338 $ 384
Interest factor attributable to
rent expense 11 10 20 19 20 24 29
Other (b) - - - - - 5 8
168 157 336 308 315 367 421
Ratio of Earnings to Fixed Charges 3.0 2.9 4.3 4.4 3.9 2.5 2.4
(a) Represents interest expense on long-term and short-term debt, ESOP debt and amortization of
debt discount and debt issue expense.
(b) Represents the company's proportionate share of interest of unconsolidated 50% owned persons and
pretax preferred stock dividend requirements.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MAY
DEPARTMENT STORES COMPANY FORM 10-Q FOR THE QUARTER ENDED AUGUST 3, 1996 AND IS
QUALIFIED IN ITS ENTIRETY TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-END> AUG-03-1996
<CASH> 11
<SECURITIES> 257
<RECEIVABLES> 2,244
<ALLOWANCES> 102
<INVENTORY> 2,314
<CURRENT-ASSETS> 4,898
<PP&E> 6,119
<DEPRECIATION> 2,043
<TOTAL-ASSETS> 9,818
<CURRENT-LIABILITIES> 1,781
<BONDS> 3,430
0
0
<COMMON> 0
<OTHER-SE> 3,983
<TOTAL-LIABILITY-AND-EQUITY> 9,818
<SALES> 4,836
<TOTAL-REVENUES> 5,044
<CGS> 3,528
<TOTAL-COSTS> 3,528
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 128
<INCOME-PRETAX> 349
<INCOME-TAX> 141
<INCOME-CONTINUING> 208
<DISCONTINUED> 11
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 219
<EPS-PRIMARY> 0.84
<EPS-DILUTED> 0.81
</TABLE>
