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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 November 2, 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.
244,904,400 shares of common stock, $0.50 par value, as of November
2, 1996.
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<TABLE>
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(Millions)
<CAPTION>
Nov. 2, Oct. 28, Feb. 3,
ASSETS 1996 1995 1996
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 143 $ 23 $ 159
Accounts receivable, net 2,199 2,146 2,403
Merchandise inventories 2,951 2,555 2,134
Other current assets 173 237 169
Net current assets of
discontinued operation - 280 232
Total Current Assets 5,466 5,241 5,097
Property and Equipment, at cost 6,275 5,575 5,617
Accumulated Depreciation (2,127) (1,891) (1,873)
Net Property and Equipment 4,148 3,684 3,744
Goodwill 780 669 671
Other Assets 95 93 89
Net Noncurrent Assets of
Discontinued Operation - 536 521
Total Assets $ 10,489 $ 10,223 $ 10,122
LIABILITIES AND SHAREOWNERS' EQUITY
Current Liabilities:
Notes payable and current
maturities of long-term debt $ 269 $ 52 $ 132
Accounts payable 1,260 1,144 692
Accrued expenses 783 715 650
Income taxes 4 7 128
Total Current Liabilities 2,316 1,918 1,602
Long-term Debt 3,878 3,446 3,333
Deferred Income Taxes 375 335 378
Other Liabilities 216 196 204
ESOP Preference Shares 349 368 366
Unearned Compensation (331) (346) (346)
Shareowners' Equity 3,686 4,306 4,585
Total Liabilities and
Shareowners' Equity $ 10,489 $ 10,223 $ 10,122
The accompanying notes to condensed consolidated financial
statements are an integral part of this balance sheet.
</TABLE>
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<TABLE>
THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited)
<CAPTION>
(Millions, except per share) 13 Weeks Ended 39 Weeks Ended
Nov.2, Oct. 28, Nov. 2, Oct. 28,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Net Retail Sales $ 2,772 $ 2,483 $ 7,635 $ 6,850
Revenues $ 2,855 $ 2,569 $ 7,899 $ 7,112
Cost of sales 2,004 1,798 5,532 4,966
Selling, general and
administrative expenses 581 526 1,620 1,459
Interest expense, net 73 61 201 176
Earnings from continuing
operations before income
taxes 197 184 546 511
Provision for income taxes 79 74 220 207
Net Earnings from:
Continuing operations 118 110 326 304
Discontinued operation - 25 11 86
Net Earnings $ 118 $ 135 $ 337 $ 390
Primary earnings per share:
Continuing operations .45 .42 1.25 1.16
Discontinued operation - .10 .05 .35
Primary Earnings per Share $ .45 $ .52 $ 1.30 $ 1.51
Fully diluted earnings
per share:
Continuing operations .44 .41 1.21 1.13
Discontinued operation - .09 .04 .32
Fully diluted Earnings
per Share $ .44 $ .50 $ 1.25 $ 1.45
Dividends Paid per
Common Share $ .29 $ .28-1/2 $ .86-1/2 $ .83
Primary Average Shares
Outstanding and
Equivalents 250.1 250.4 250.8 249.9
Fully Diluted Average Shares
Outstanding and
Equivalents 264.5 265.3 265.3 264.9
The accompanying notes to condensed consolidated financial
statements are an integral part of this statement.
</TABLE>
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<TABLE>
THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
(Millions) 39 Weeks Ended
Nov. 2, Oct. 28,
1996 1995
<S> <C> <C>
Operating Activities:
Net earnings from continuing operations
and depreciation/amortization $ 585 $ 545
Decrease (increase) in working capital
(excluding cash, cash equivalents and
short-term debt) 88 (167)
Other assets and liabilities, net (9) (2)
Net cash provided by discontinued
operation - 64
664 440
Investing Activities:
Net additions to property and equipment (461) (718)
Financing Activities:
Net issuances of long-term debt 260 477
Net issuances (acquisitions) of treasury
stock (237) 10
Dividend payments, net of tax benefit (242) (234)
(219) 253
Decrease in Cash and Cash Equivalents $ (16) $ (25)
Noncash financing activities for the 39 weeks ended November 2,
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
$192 million and the assumption of $255 million of debt and certain
other liabilities.
Cash paid during the period:
Interest $ 206 $ 182
Income Taxes 316 372
The accompanying notes to condensed consolidated financial
statements are an integral part of this statement.
</TABLE>
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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. There was no LIFO provision for the
third quarter in 1996 and 1995. The year-to-date LIFO provision
was $16 million in 1996 and 1995.
Discontinued Operation. In January 1996, 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, registrant purchased 13 former
Strawbridge & Clothier department stores in the greater
Philadelphia area. The registrant delivered 4.5 million shares of
May common stock and assumed $255 million of debt and certain other
liabilities in exchange for the Strawbridge & Clothier department
store assets. Registrant has also agreed to issue additional May
common stock, at the then current market price, 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.
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Summarized Financial Information - 3rd 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 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.
November 2,
1996
Balance Sheet
Current assets $ 5,467
Noncurrent assets 5,023
Current liabilities 2,354
Noncurrent liabilities 7,338
ESOP preference shares 349
November 2, 1996
13 Weeks 39 Weeks
Ended Ended
Statement of Earnings
Revenues 2,855 7,899
Cost of sales 2,004 5,532
Net earnings 78 285
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Common Stock Repurchase Program. 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 have been and will
continue to be made in the open market from time to time as market
conditions allow, subject to Securities and Exchange Commission
rules and regulations. Through the end of the 1996 third quarter,
registrant repurchased approximately $265 million of common stock.
Subsequent Event. During the 1996 fourth quarter, registrant gave
notice that it had called $150 million, 9.125% debentures due to
mature December 1, 2016. The debentures will be retired early,
effective December 20, 1996, resulting in a 1996 fourth quarter
extraordinary aftertax loss of $5 million.
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:
Nov. 2, Oct 28, Feb. 3,
1996 1995 1996
Current Ratio* 2.4 2.6 3.0
Debt-Capitalization Ratio** 48% 45% 42%
Fixed Charge Coverage*** 4.0x 4.2x 4.2x
* The current ratios including net current assets of the
discontinued operation were 2.7 at Oct. 28, 1995 and 3.2 at
Feb. 3, 1996, respectively.
** The debt-to-capitalization ratios including the discontinued
operation were 47% at Oct. 28, 1995 and 44% at February 3,
1996.
*** Fixed charge coverage including the discontinued operation
was 3.3x at Oct. 28, 1995 and 3.1x at February 3, 1996.
Fixed charge coverage, which is presented for the trailing 52
weeks ended November 2, 1996, February 3, 1996, and October
28, 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 third quarter 1996 current ratio decreased compared
with third quarter 1995 primarily due to an increase in the current
maturities of long-term debt. The impact of the increase in
merchandise inventory, principally related to new store growth
including the acquisition of the Strawbridge & Clothier department
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stores, was substantially offset by the related increase in
accounts payable. The third quarter 1996 current ratio decreased
as compared with year-end 1995 primarily due to an increase in
accounts payable partially offset by an increase in inventory, an
increase in current maturities of long-term debt, an increase in
accrued expenses and the seasonal decrease in accounts receivable.
The increase in registrant's third quarter 1996 debt-capitalization
ratio compared with third quarter 1995 and year-end 1995 is due to
the $600 million common stock repurchase program discussed
previously, including the additional borrowing for this program.
The registrants' fixed charge coverage ratio for the 52 weeks ended
November 2, 1996 decreased slightly as compared with the 52 week
periods ended October 28, 1995 and February 3, 1996 due primarily
to an increase in interest expense resulting from increased
borrowing levels as discussed on page 9 and an increase in rent
expense resulting from new store growth, 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:
Third Quarter First Nine Months
Store-for- Store-for-
Total Store Total Store
11.6% 3.9% 11.5% 4.2%
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.
Third Quarter First Nine Months
1996 1995 1996 1995
Cost of sales 70.2% 70.0% 70.0% 69.8%
Selling, general and
administrative expenses 20.4 20.5 20.5 20.5
Interest expense, net 2.5 2.4 2.6 2.5
Earnings before income taxes 6.9% 7.1% 6.9% 7.2%
Effective income tax rate 40.0% 40.1% 40.4% 40.5%
Net Earnings 4.1% 4.3% 4.1% 4.3%
Cost of sales was $2,004 million in the 1996 third quarter, up
11.4% from $1,798 million in the 1995 third quarter. For the first
nine months of 1996, cost of sales was $5,532 million, an 11.4%
increase from $4,966 million in the 1995 period. The overall
increase is primarily related to higher sales volume. As a percent
of revenues, cost of sales increased 0.2% from the third quarter of
1995 and for the first nine months due principally to a small
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deterioration in gross margin and an increase in occupancy expenses
both of which were partially offset by a decrease in buying
expense. For the third quarter and first nine months of each year,
the LIFO charge was $0 and $16 million, respectively. There were
no significant changes in the other components of cost of sales.
Selling, general and administrative expenses were $581 million in
the 1996 third quarter, compared with $526 million in the 1995
third quarter, a 10.5% increase. For the first nine months of
1996, selling, general and administrative expenses were $1,620
million compared with $1,459 million in the 1995 period, an 11.0%
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 third quarter of 1996 as
compared with 1995 as most selling, general and administrative
expense components decreased except for bad debt expense.
Net interest expense for the third quarter and first nine months of
1996 and 1995 was as follows (millions):
Third Quarter First Nine Months
1996 1995 1996 1995
Interest expense $ 82 $ 72 $ 223 $ 203
Interest income (5) (4) (12) (11)
Capitalized interest (4) (7) (10) (16)
Net Interest Expense $ 73 $ 61 $ 201 $ 176
Interest expense increased in the 1996 third quarter and first nine
months due to the 1995 borrowings for the acquisition of certain
assets of John Wanamaker and Woodward & Lothrop and due to 1996
borrowings related to the Strawbridge & Clothier acquisition and
the common stock repurchase program. As a percent of revenues, net
interest expense increased 0.1% for the third quarter and first
nine months.
During the 1996 third quarter, registrant issued a total of $475
million in debt securities which was comprised of $200 million,
7.875% debentures due in 2036; $150 million, 7.45% debentures due
in 2011; and $125 million, 7.45% debentures due in 2016. In
addition, during the second quarter of 1996 registrant issued $200
million, 8.30% debentures due in 2026. The proceeds from the
issuances 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.
Operating results for the trailing years were as follows (millions,
except per share):
52 Weeks Ended
Nov. 2, Oct. 28,
1996 1995
Net retail sales $ 11,269 $ 10,196
Revenues $ 11,629 $ 10,548
Net earnings from continuing operations $ 722 $ 679
Fully diluted earnings per share from
continuing operations $ 2.69 $ 2.55
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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 - None.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
( 3)(ii) - By-laws
(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 August 20, 1996, which contained three
August, 1996 press releases concerning the registrant's
July, 1996 and year-to-date sales release; second quarter
and first six months of fiscal 1996 earnings release; and
the announcement of the common stock repurchase program and
new trading symbol.
A report dated August 22, 1996 which contained a copy of the
Underwriting Agreement, dated August 19, 1996, among
registrant, The May Department Stores Company, New York,
Morgan Stanley & Co. Incorporated and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated; and a
specimen of 7.875% debentures due August 15, 2036.
A report dated September 18, 1996 which contained a copy of
the Underwriting Agreement, dated September 13, 1996, among
registrant, The May Department Stores Company, New York,
Morgan Stanley & Co. Incorporated, Citicorp Securities, Inc.
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated; and a specimen of 7.45% debentures due
September 15, 2011.
A report dated October 24, 1996 which contained a copy of
the Underwriting Agreement dated October 21, 1996, among
registrant, The May Department Stores Company, New York,
Morgan Stanley & Co. Incorporated, Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Citicorp Securities, Inc; and a specimen of 7.45% debentures
due October 15, 2016.
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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: December 10, 1996
\s\ John L. Dunham
John L. Dunham
Executive Vice President and
Chief Financial Officer
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Exhibit 3(ii)
BY-LAWS
OF
THE MAY DEPARTMENT STORES COMPANY
(a Delaware Corporation)
(as amended through November 15, 1996)
------------------
ARTICLE I.
MEETINGS OF SHAREOWNERS
Section 1. The annual meeting of shareowners shall be
held on such date (not more than thirteen months after the most
recent annual meeting) and at such place and time as may be fixed
by the board and stated in the notice thereof, for the purpose of
the election of directors and for the transaction of only such
other business as is properly brought before the meeting in
accordance with these By-laws. The annual meeting may be
adjourned from day to day until its business is completed.
Section 2. Written notice of the date, time and place of
each annual meeting of the shareowners shall be mailed not less
than ten nor more than sixty days previous to the date of such
meeting, postage prepaid, to each shareowner of record in the
Company entitled to vote thereat, at such address as shall appear
on the books of the Company.
Section 3. The business transacted at any special
meeting of shareowners shall be confined to the object or objects
specified in the notice therefor, and matters germane thereto.
Section 4. Written notice of every special meeting of
shareowners stating the date, time, place and object thereof,
shall be mailed, postage prepaid, not less than ten nor more than
sixty days before the date specified for such meeting to each
shareowner of record in the Company entitled to vote thereat, at
such address as shall appear on the books of the Company.
Section 5. Except as otherwise provided in the
Certificate of Incorporation, and subject to the provisions and
limitations therein contained, at all meetings of shareowners
each shareowner of record shall be entitled to cast one vote for
each share appearing on the stock book of the Company as standing
in his name, which vote may be cast either in person or by proxy,
or power of attorney, but no proxy shall be voted on after three
years from its date.
Section 6. Whenever a shareowner shall vote by proxy,
the authority or proxy shall be in writing, subscribed by the
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shareowner in whose name the said stock shall stand on the books
of the Company, and shall, if requested by any shareowner, or
proxy, be exhibited at the time of such meeting to the presiding
officer and filed by him with the secretary of the Company.
Section 7. No shareowner who is in default in the
payment of any part of his subscription for any stock of the
Company or who is disqualified by law, shall be entitled to vote
at any meeting of shareowners.
Section 8. Every pledgor of stock standing in his name
on the books of the Company shall be deemed the owner thereof.
Section 9. Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, the owners of not
less than a majority of the shares issued and outstanding,
entitled to vote thereat, present in person or by proxy or power
of attorney, are requisite for and shall constitute a quorum at
all meetings of shareowners for the transaction of business,
including the election of directors. The owners of a majority of
the shares present in person or by proxy or power of attorney at
any meeting, whether or not constituting a quorum, shall have
power to adjourn the meeting from time to time (provided that
each adjournment shall be for a period not exceeding twenty
days), without notice other than announcement at the meeting, and
at any adjourned meeting, any business may be transacted which
might have been transacted at the meeting as originally notified.
Section 10. The board of directors, in advance of the
meeting of shareowners, shall appoint not less than two persons
who are not directors to serve as inspectors of election. It
shall be their duty to receive and canvass the votes for election
of directors and on any proposal voted on by ballot and to
certify the results to the chairman. In all cases where the
right to vote upon any share of the Company shall be questioned,
it shall be the duty of the inspectors to examine the stock
ledger of the Company as evidence of the shares held, and all
shares that appear standing thereon in the name of any person or
persons may be voted upon by such person or persons. Each
inspector of election before entering upon the duties of such
office shall take and subscribe the following oath before an
officer authorized by law to administer oaths: "I do solemnly
swear that I will execute the duties of an inspector of the
election now to be held with strict impartiality and according to
the best of my ability."
Section 11. To be properly brought before the annual or
any special shareowners' meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the board, (b) otherwise properly
brought before the meeting by or at the direction of the board or
(c) otherwise properly brought before the meeting by a
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shareowner. In addition to any other applicable requirements,
for business to be properly brought before the annual or any
special shareowners' meeting by a shareowner, the shareowner must
have given timely notice thereof in writing to the secretary of
the Company. To be timely, a shareowner's notice must be
delivered to or mailed and received at the principal executive
offices of the Company not less than 75 days nor more than 90
days prior to the meeting; provided, however, that in the event
that less than 90 days' notice or prior public disclosure of the
date of the meeting is given or made to shareowners, notice by
the shareowner to be timely must be so received not later than
the close of business on the 15th day following the day on which
such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such shareowner's
notice to the secretary shall set forth as to each matter the
shareowner proposes to bring before the meeting (i) a brief
description of the business desired to be brought before the
meeting and the reasons for conducting such business at the
meeting, (ii) the name and record address of the shareowner
proposing such business, (iii) the class and number of shares of
common stock of the Company which are beneficially owned by the
shareowner and (iv) any material interest of the shareowner in
such business.
Notwithstanding anything in the By-laws to the contrary, no
business shall be conducted at the annual or any special meeting
except in accordance with the procedures set forth in this
Section 11, provided, however, that nothing in this Section 11
shall be deemed to preclude discussion by any shareowner of any
business properly brought before the meeting.
The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the
provisions of this Section 11, and if he should so determine and
declare, any such business not properly brought before the
meeting shall not be transacted.
Section 12. Except as provided in Section 1 of Article
II, only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors.
Nominations of persons for election to the board of directors of
the Company at the annual meeting may be made at that meeting by
or at the direction of the board of directors, by any nominating
committee or person appointed by the board of directors or by any
shareowner of the Company entitled to vote for the election of
directors at the meeting who complies with the notice procedures
set forth in this Section 12. Such nominations, other than those
made by or at the direction of the board of directors, shall be
made pursuant to timely notice in writing to the secretary of the
Company. To be timely, a shareowner's notice must be delivered
to or mailed and received at the principal executive offices of
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the Company not less than 75 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than
90 days' notice or prior public disclosure of the date of the
meeting is given or made to shareowners, notice by the shareowner
to be timely must be so received not later than the close of
business on the 15th day following the day on which such notice
of the date of the meeting was mailed or such public disclosure
was made, whichever first occurs. Such shareowner's notice to
the secretary shall set forth (a) as to each person whom the
shareowner proposes to nominate for election or re-election as a
director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or
employment of the person, (iii) the class and number of shares of
common stock of the Company which are beneficially owned by the
person, and (iv) any other information relating to the person
that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended; and (b) as to the shareowner
giving the notice (i) the name and record address of the
shareowner and (ii) the class and number of shares of common
stock of the Company which are beneficially owned by the
shareowner. Such notice shall be accompanied by the executed
consent of each nominee to serve as a director if so elected. The
Company may require any proposed nominee to furnish such other
information as may reasonably be required by the Company to
determine the eligibility of such proposed nominee to serve as a
director of the Company.
The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not
made in accordance with the foregoing procedure, and if he should
so determine and declare, the defective nomination shall be
disregarded.
ARTICLE II.
THE BOARD OF DIRECTORS
Section 1. The business and affairs of the Company shall
be managed and conducted by or under the direction of a board of
fourteen directors.
Newly created directorships resulting from an increase in
the number of directors and vacancies occurring in the board of
directors for any reason may be filled by vote of a majority of
the directors then in office, although less than a quorum or by
the sole remaining director. A director elected to fill a newly
created directorship, and a director elected to fill a vacancy,
shall hold office for the remainder of the term of the Class to
which such director was elected and until his successor shall be
chosen and qualified in his stead.
4
<PAGE>
Section 2. The directors shall prescribe rules and
regulations for voting at all elections and shall cause the
result of each such election to be filed with the minutes of the
proceedings of the board of directors, or of any committee of the
board of directors appointed in accordance with Section 12 of
this Article II.
Section 3. The board of directors at its first meeting
after each annual meeting of shareowners, or at any subsequent
meeting at which such action may be appropriate, shall elect a
chairman of the executive committee, a chairman of the board, a
president, a vice chairman of the board, one or more vice
presidents, a secretary, a controller, and a treasurer, and such
other officers as it may determine. The board of directors shall
by resolution provide for the authority and duties of any and all
such officers in the management of the Company to the extent not
so provided in these By-laws.
The dates of the commencement and expiration of the term of
office of any such officer may be fixed by the board of directors
at the time of his election; but unless so fixed, such officer
shall hold office from the date of his election until the first
meeting of the board of directors following the next ensuing
annual meeting of shareowners, or until his successor is elected.
The chairman of the executive committee, the chairman of the
board, the president and the vice chairman of the board shall be
members of the board of directors. No other officers need be
members of the board of directors.
Any two offices, except the offices of president and
secretary, may be held by the same person.
Section 4. If for any reason the election of officers
shall not be held on or as of the date fixed therefor, the board
of directors shall designate another day for such election.
Section 5. The board of directors may also appoint such
additional officers and agents, including additional vice
presidents, one or more assistant treasurers, one or more
assistant secretaries and one or more assistant controllers, as
it may from time to time deem advisable, and may remove any of
the persons so appointed at its pleasure, and may, in its
discretion, contract for a definite period of employment for any
officer or agent upon such terms as it may deem advisable. The
board of directors may by resolution provide for the powers and
duties of any and all such additional officers and agents so
appointed.
Section 6. Except as may be otherwise specifically
provided by law, the Certificate of Incorporation or these
By-laws, at all meetings of the board of directors, a majority of
5
<PAGE>
the entire board of directors shall constitute a quorum for the
transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall
be the act of the board of directors. If a quorum shall not be
present at any meeting of the board of directors, the directors
present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present.
All matters coming before the board of directors shall,
except as otherwise provided by the General Corporation Law of
the State of Delaware ("GCL") or by these By-laws, be determined
by a majority vote of the members present, provided that a quorum
shall be present.
Any one or more members of the board of directors or of any
committee thereof may participate in any meeting of such board or
of such committee thereof by means of a conference telephone or
similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person
at any such meeting.
Section 7. The directors may hold their meetings and
cause the books of the Company (except the Stock and Transfer
Books) to be kept within or without the State of Delaware, at
such place or places as they may from time to time determine.
Section 8. Subject to Section 15 of this Article II,
there shall be an annual meeting of the board of directors on the
day of the annual meeting of shareowners in each year or as soon
thereafter as convenient, such annual meeting to be at such place
and time (and, if applicable, on such date) as the chairman of
the board shall designate by written notice to the directors, and
regular meetings shall be held on such dates and at such times
and places either as the directors shall by resolution provide or
as the chairman of the board shall designate by written notice to
the directors. Except as above provided, no notice of said annual
meeting or such regular meetings of the board of directors need
be given.
Section 9. Special meetings of the board of directors
may be called by the chairman of the executive committee, the
chairman of the board, the president, the vice chairman of the
board, or the secretary or the treasurer. Notice thereof stating
the place, date and hour of the meeting shall be given to each
director either by mail not less than forty-eight (48) hours
before the date of the meeting, by telephone or facsimile
transmission not later than the day preceding the date of such
meeting, or on such shorter notice as the person or persons
calling such meeting may deem necessary or appropriate in the
circumstance. Special meetings shall be called by one of the
6
<PAGE>
foregoing officers in like manner on the written request of five
directors, specifying the object or objects of such special
meeting. In the event that one of the foregoing officers shall
fail to call a meeting within two days after receipt of such
request, such meeting may be called in like manner by the
directors making such request.
Section 10. If any vacancy shall occur in the board of
directors by reason of death, removal, resignation or otherwise,
such vacancy may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum,
or by a sole remaining director.
Section 11. Any director may resign his office at any
time, such resignation to be made in writing and delivered to the
chairman of the executive committee, the chairman of the board,
the president, the vice chairman of the board, or the secretary.
Section 12. The board of directors shall appoint an
executive committee, which shall consist of one or more directors
and may from time to time designate the number of such executive
committee members that shall constitute a quorum and may provide
for the holding of regular meetings thereof. In the absence of
any such designation, a majority of the members of the executive
committee shall constitute a quorum. To the extent permitted by
law (including, without limitation, Section 141(c)(2) of the GCL)
and by the Certificate of Incorporation, the executive committee
shall have and may exercise all the powers vested in the board of
directors during the intervals between the meetings of the board
of directors. The affirmative vote of a majority of those
present at a meeting of the executive committee, at which a
quorum is present, shall be necessary for the adoption of any
resolution. The executive committee shall, whenever called upon,
report to the board of directors and be subject to its direction,
and the board of directors may remove members and appoint new
members thereof to fill vacancies therein, and may increase or
decrease the membership thereof. Meetings of the executive
committee shall be called by the chairman of the executive
committee or, upon the request of not less than two members, by
the secretary by notice deposited in the mail, sent by telegram
or delivered by hand not less than two days prior to the date of
such meeting. Waiver of notice by any member of the executive
committee, whether before or after the meeting to which such
waiver relates, shall be equivalent to notice.
The board of directors may appoint such other committees,
each consisting of one or more directors, as the board of
directors may at any time and from time to time deem appropriate;
subject to the limitations contained in Section 141(c)(2) of the
GCL, the board of directors from time to time may by resolution
prescribe for each such committee such duties, powers and
authority as the board of directors shall deem appropriate.
7
<PAGE>
Section 13. In addition to the powers by these By-laws
expressly conferred upon them, the board of directors may
exercise such powers and do such lawful acts and things as are
not prohibited by law or required by the Certificate of
Incorporation or by these By-laws to be exercised and done by the
shareowners.
Section 14. Directors as such may be paid such
compensation as the board of directors may from time to time
determine. Nothing herein contained shall be construed to
preclude any director from serving the Company in any other
capacity and receiving compensation therefor.
Section 15. Anything in this Article II to the contrary
notwithstanding, any action required or permitted to be taken by
the board of directors at any regular, annual or special meeting
thereof, or by any committee thereof, may be taken without a
meeting if all members of the board of directors or such
committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents
thereto by the members of the board of directors or such
committee shall be filed with the minutes of the proceedings of
the board of directors or such committee.
Section 16. No contract or transaction between the
Company and one or more of its directors or officers, or between
the Company and any other corporation, partnership, association,
or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in
the meeting of the board of directors or committee thereof which
authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose if (i) the material
facts as to his or their relationship or interest and as to the
contract or transaction are disclosed or are known to the board
of directors or the committee, and the board of directors or
committee in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his or their
relationship or interest and as to the contract or transaction
are disclosed or are known to the shareowners entitled to vote
thereon, and the contract or transaction is specifically approved
in good faith by vote of the shareowners; or (iii) the contract
or transaction is fair as to the Company as of the time it is
authorized, approved or ratified, by the board of directors, a
committee thereof or the shareowners. Common or interested
directors may be counted in determining the presence of a quorum
at a meeting of the board of directors or of a committee which
authorizes the contract or transaction.
8
<PAGE>
ARTICLE III.
ELECTED OFFICERS
The elected officers of the Company shall be the chairman of
the executive committee, the chairman of the board, the
president, the vice chairman of the board, the secretary, the
treasurer, the controller, and such other officers of the Company
as shall be elected by the board of directors.
ARTICLE IV.
AUTHORITY AND DUTIES OF OFFICERS
Each officer of the Company shall be subject to the control
of the board of directors and shall have such duties in the
management of the Company as may be provided by appropriate
resolution of the board of directors and/or provided in these
By-laws.
ARTICLE V.
DUTIES OF OFFICERS MAY BE DELEGATED
In the case of the absence of any officer of the Company, or
for any other reason that the board of directors may deem
sufficient, the board of directors may delegate the powers or
duties of such officer to any other officer or to any other
director, or to any other person for the time being.
ARTICLE VI.
INDEMNIFICATION
Section 1. The Company shall indemnify to the fullest
extent authorized or permitted by law (as now or hereafter in
effect) any person made, or threatened to be made a party to or
otherwise involved in any action or proceeding (whether civil or
criminal or otherwise) by reason of the fact that he, his
testator or intestate, is or was a director or officer of the
Company or by reason of the fact that such director or officer,
at the request of the Company, is or was serving any other
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, in any capacity. Nothing contained
herein shall affect any rights to indemnification to which
employees other than directors and officers may be entitled by
law. No amendment or repeal of this Section 1 shall apply to or
have any effect on any right to indemnification provided
hereunder with respect to any acts or omissions occurring prior
to such amendment or repeal.
9
<PAGE>
Section 2. The Company may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company or was serving at the
request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Company
would have the power to indemnify him against such liability
under the provisions of the law. The Company may create a trust
fund, grant a security interest and/or use other means
(including, without limitation, letters of credit, surety bonds
and/or other similar arrangements), as well as enter into
contracts providing for indemnification to the fullest extent
authorized or permitted by law and including as part thereof any
or all of the foregoing, to ensure the payment of such sums as
may become necessary to effect full indemnification.
Section 3. The rights to indemnification conferred in
this Article VI shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the
Certificate of Incorporation of the Company, these By-laws or any
agreement, vote of stockholders or directors or otherwise.
ARTICLE VII.
POWER OF OFFICERS TO CONTRACT, ETC.
Section 1. All contracts and agreements, purporting to
be the act of this Company shall be signed by such officer(s) of
the Company or other person(s) as may be designated by resolution
of the board of directors, in order that the same shall be
binding upon the Company.
Section 2. The board of directors may, from time to
time, authorize any officer or officers of the Company, or any
other person or persons, to sign, countersign and endorse bills
of exchange, checks, notes, leases, deeds and other instruments,
agreements and documents in behalf of the Company.
ARTICLE VIII.
ORDER OF BUSINESS
Section 1. The order of business at all meetings of the
shareowners shall be as follows:
1. The election of directors.
2. Other matters to be acted upon.
3. The reports of officers.
10
<PAGE>
4. Election of inspectors of election.
The order of business at any meeting may be changed by a
vote of the owners of a majority of the shares represented at
such meeting.
Section 2. The order of business at meetings of the
board of directors shall be as the directors may determine.
ARTICLE IX.
SHARES OF STOCK
Section 1. The interest of each shareowner shall be
evidenced by a certificate or certificates for shares of stock of
the Company in such form as the board of directors may from time
to time prescribe. The certificates of stock shall be signed by
the chairman of the executive committee, the chairman of the
board, the president, the vice chairman of the board, or a vice
president and the treasurer or an assistant treasurer or the
secretary or an assistant secretary and sealed with the seal of
the Company, and shall be countersigned and registered in such
manner, if any, as the board of directors may by resolution
prescribe; provided that, in case such certificates are required
by such resolution to be signed by a transfer agent or transfer
clerk and by a registrar, the signatures of the above designated
officers and the seal of the Company upon such certificates may
be facsimiles, engraved or printed. In case any such officer who
has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such before such certificate
is issued, it may be issued with the same effect as if such
officer had not ceased to be such at the date of its issue.
Section 2. Shares of stock of the Company shall be
transferred only on the books of the Company, by the holder
thereof in person or by his attorney, upon surrender for
cancellation of certificates for the same number of shares, with
an assignment and power of transfer endorsed thereon or attached
thereto, duly executed, with such proof of the authenticity of
the signature as the Company or its agents may reasonably
require.
Section 3. The board of directors may direct a new
certificate or certificates of stock to be issued in the place of
any certificate or certificates theretofore issued and alleged to
have been lost, stolen or destroyed; but the board of directors,
when authorizing the issue of such new certificate or
certificates, may in its discretion require the owner of the
stock represented by the certificate so lost, stolen or
destroyed, or his legal representatives, to execute and deliver
to the Company a bond with one or more sureties, in such sum as
11
<PAGE>
it may direct, indemnifying the Company and its agents against
any claim that may be made against it by reason of the issue of
such new certificate. The board of directors, however, may
refuse to authorize any such new certificate except upon the
order of a court having jurisdiction in such matter.
Section 4. The board of directors may from time to time
appoint such transfer agents and registrars of shares as it may
deem advisable and may define their powers and duties.
ARTICLE X.
DIVIDENDS
Subject to the limitations and provisions set forth in the
Certificate of Incorporation of the Company, dividends on the
stock of the Company shall be paid at such times and in such
amounts as the board of directors shall, from time to time,
determine.
ARTICLE XI.
CORPORATE SEAL
The corporate seal shall consist of the words "THE MAY
DEPARTMENT STORES COMPANY" arranged in a circular around the
words and figures "Corporate Seal -- Delaware" and shall be kept
by the secretary in the office of the Company. The impression of
the seal may be made and attested upon contracts, certificates of
stock and other papers requiring the seal of the Company, when
authorized by resolution of the board of directors, by the
secretary, or by an assistant secretary or by any other officer
of the Company, and the board of directors may authorize the use
of a duplicate corporate seal by any assistant secretary or other
officer of the Company.
ARTICLE XII.
FISCAL YEAR
The fiscal year of the Company shall end on the Saturday
closest to the 31st day of January in each year.
ARTICLE XIII.
AMENDMENTS
In furtherance and not in limitation of the powers conferred
by statute, the board of directors, by vote of two-thirds of the
entire board of directors of the Company, is expressly authorized
to adopt, repeal, alter, amend or rescind the foregoing By-laws
at any meeting of the board of directors, provided that the
12
<PAGE>
substance of the proposed amendment or addition or the subject
matter thereof shall have been submitted in writing at a
preceding meeting of the board of directors or notice thereof
shall have been given to the directors; waiver of notice by any
director being deemed equivalent to such notice to him.
The By-laws may also be amended at any general or special
meeting ofshareowners, provided notice of the proposed amendment
shall have been given in the call for such meeting.
ARTICLE XIV.
WAIVER OF NOTICE
Any notice required to be given by law or by the Certificate
of Incorporation or by these By-laws may be waived in writing,
and such waiver may be made either before or after the act or
event to which the same relates.
13
<PAGE>
<TABLE>
<CAPTION>
Exhibit 11
THE MAY DEPARTMENT STORES COMPANY
COMPUTATION OF NET EARNINGS PER SHARE
13 Weeks Ended 39 Weeks Ended
Nov. 2, Oct. 28, Nov. 2, Oct. 28,
1996 1995 1996 1995
(millions, except per share)
<S> <C> <C> <C> <C>
Net earnings from continuing operations $ 117.9 $ 109.8 $ 325.5 $ 303.7
ESOP Preferred Dividends, net of tax
benefit on unallocated shares (4.5) (4.7)) (13.6) (14.2)
Preferred Dividend requirements - - - -
Net earnings available for
common shareowners:
Continuing operations 113.4 105.1 311.9 289.5
Discontinued operation - 25.7 11.4 86.4
Total net earnings available for
common shareowners $ 113.4 $ 130.8 $ 323.3 $ 375.9
Average common shares outstanding 248.6 249.2 249.2 248.9
Net earnings per share:
Continuing operations $ 0.46 $ 0.42 $ 1.25 $ 1.16
Discontinued operation - 0.10 0.05 0.35
Total net earnings per share $ 0.46 $ 0.52 $ 1.30 $ 1.51
Primary Computation
Net earnings available from
continuing operations $ 113.4 $ 105.1 $ 311.9 $ 289.5
Deferred comp. dividend adjustment 0.3 0.3 1.0 1.0
Adjusted net earnings available:
Continuing operations $ 113.7 $ 105.4 $ 312.9 $ 290.5
Discontinued operation - 25.7 11.4 86.4
Total adjusted net earnings available $ 113.7 $ 131.1 $ 324.3 $ 376.9
Average common shares outstanding 248.6 249.2 249.2 248.9
Common share equivalents (CSE's) 1.5 1.2 1.6 1.0
Average common stock and CSE's 250.1 250.4 250.8 249.9
Primary earnings per share:
Continuing operations $ 0.45 $ 0.42 $ 1.25 $ 1.16
Discontinued operation - 0.10 0.05 0.35
Total Primary Earnings per share $ 0.45 $ 0.52 $ 1.30 $ 1.51
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit 11
THE MAY DEPARTMENT STORES COMPANY
COMPUTATION OF NET EARNINGS PER SHARE
13 Weeks Ended 39 Weeks Ended
Nov. 2, Oct. 28, Nov. 2, Oct. 28,
1996 1995 1996 1995
(millions, except per share)
<S> <C> <C> <C> <C>
Fully Diluted Computation:
Adjusted net earnings available from
continuing operations-PRIMARY $ 113.7 $ 105.4 $ 312.9 $ 290.5
Earnings impact of assumed conversion
of ESOP Preference Shares, net of tax
benefit on unallocated common shares 2.8 2.9 8.6 8.5
Adjusted net earnings available:
Continuing operations 116.5 108.3 321.5 299.0
Discontinued operation - 25.7 11.4 86.4
Total adjusted net earnings available $ 116.5 $ 134.0 $ 332.9 $ 385.4
Average common shares and CSE's 250.1 250.4 250.8 249.9
Additional CSE's attributable to
treasury stock method 0.2 - 0.1 -
ESOP Preference Shares 14.2 14.9 14.4 15.0
Average Common Shares Outstanding on
fully diluted basis 264.5 265.3 265.3 264.9
Fully Diluted earnings per share:
Continuing operations $ 0.44 $ 0.41 $ 1.21 $ 1.13
Discontinued operation - 0.09 0.04 0.32
Total Fully Diluted Earnings per share $ 0.44 $ 0.50 $ 1.25 $ 1.45
</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
THIRTY-NINE WEEKS ENDED NOVEMBER 2, 1996, AND OCTOBER 28, 1995
39 Weeks Ended Fiscal Year Ended
Nov. 2, Oct. 28, 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 $ 546 $ 511 $ 1,160 $ 1,079 $ 957 $ 579 $ 617
Fixed charges (excluding interest
capitalized and pretax preferred
stock dividend requirements) 252 226 317 293 305 361 409
Dividends on ESOP Preference Shares (20) (21) (28) (28) (28) (29) (29)
Capitalized interest amortization 5 4 5 4 4 3 3
783 720 1,454 1,348 1,238 914 1,000
Fixed Charges:
Gross interest expense (a) $ 246 $ 227 $ 316 $ 289 $ 295 $ 338 $ 384
Interest factor attributable to
rent expense 17 15 20 19 20 24 29
Other (b) - - - - - 5 8
263 242 336 308 315 367 421
Ratio of Earnings to Fixed Charges 3.0 3.0 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 NOVEMBER 2, 1996
AND IS QUALIFIED IN ITS ENTIRETY TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-END> NOV-02-1996
<CASH> 12
<SECURITIES> 131
<RECEIVABLES> 2312
<ALLOWANCES> 113
<INVENTORY> 2951
<CURRENT-ASSETS> 5466
<PP&E> 6275
<DEPRECIATION> 2127
<TOTAL-ASSETS> 10489
<CURRENT-LIABILITIES> 2316
<BONDS> 3878
0
0
<COMMON> 0
<OTHER-SE> 3686
<TOTAL-LIABILITY-AND-EQUITY> 10489
<SALES> 7635
<TOTAL-REVENUES> 7899
<CGS> 5532
<TOTAL-COSTS> 5532
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 201
<INCOME-PRETAX> 546
<INCOME-TAX> 220
<INCOME-CONTINUING> 326
<DISCONTINUED> 11
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 337
<EPS-PRIMARY> 1.30
<EPS-DILUTED> 1.25
</TABLE>
