10-K405 1 tenk.txt FORM 10-K FOR THE FISCAL YEAR ENDED FEB. 3, 2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 3, 2001 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) Registrant's telephone number, including area code: (314) 342-6300 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock, par value $.50 per share New York Stock Exchange Preferred stock purchase rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Aggregate market value of the registrant's common stock held by non-affiliates as of April 7, 2001: $10,494,151,852 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 298,924,692 shares of common stock, $.50 par value, as of April 7, 2001. Documents incorporated by reference: 1. Portions of the registrant's 2000 Annual Report to Shareowners are incorporated into Parts I and II. 2. Portions of the registrant's 2001 Proxy Statement, dated April 20, 2001, are incorporated into Part III. PART I Items 1 and 2. Business and Description of Property The May Department Stores Company ("May"), a corporation organized under the laws of the State of Delaware in 1976, became the successor to The May Department Stores Company, a New York corporation ("May NY") in a reincorporation from New York to Delaware pursuant to a statutory share exchange accomplished in 1996. As a result of the share exchange, May NY became a wholly- owned subsidiary of May. May NY was organized under the laws of the State of New York in 1910, as the successor to a business founded by David May, who opened his first store in Leadville, Colorado, in 1877. May operates eight quality regional department store companies nationwide under 11 trade names. May also operates David's Bridal, Inc., which is the nation's largest retailer of bridal gowns and bridal-related merchandise. At fiscal year-end 2000, May operated 427 department stores and 123 David's Bridal stores in 43 states, the District of Columbia and Puerto Rico. The department store companies and the markets served are shown in the table below. Store Company Markets Served Lord & Taylor 33 markets, including New York/New Jersey Metro, Chicago, Boston, Dallas/Fort Worth, Philadelphia Metro, Washington D.C. Metro, Detroit, Houston, Atlanta, and Miami Hecht's and 19 markets, including Washington D.C. Metro, Strawbridge's Philadelphia Metro (Strawbridge's), Baltimore, Norfolk, and Richmond Foley's 17 markets, including Houston, Dallas/Fort Worth, Denver, San Antonio, Austin, and Oklahoma City Robinsons-May 9 markets, including Los Angeles/Orange County, Riverside/San Bernardino, Phoenix, San Diego, and Las Vegas Filene's 16 markets, including Boston Metro, Southern Connecticut, Hartford, Providence Metro, and Albany Kaufmann's 22 markets, including Pittsburgh, Cleveland, Buffalo, and Rochester Famous-Barr, L.S. 24 markets, including St. Louis Metro, Kansas Ayres and The City Metro(The Jones Store), and Indianapolis Jones Store (L.S. Ayres) Meier & Frank 10 markets, including Portland/Vancouver Metro and Salt Lake City Metro David's Bridal 123 stores in 36 states and Puerto Rico 2 We plan to open 22 department stores in 2001 in the following cities: Lord & Taylor: Foley's: Columbus, OH Baton Rouge, LA (2) Washington, D.C. Houston, TX Palm Beach, FL Lafayette, LA Plano, TX Memorial City, TX Tampa, FL N. Richland Hills, TX Plano, TX Hecht's: Robinsons-May: Landover, MD Chandler, AZ Nashville, TN (5) South Durham, NC Kaufmann's: Columbus, OH Famous-Barr: St. Louis, MO May employs approximately 63,000 full-time and 74,000 part-time associates in 43 states, the District of Columbia, Puerto Rico and 10 offices overseas. Management's Discussion and Analysis (pages 18-21) of May's 2000 Annual Report to Shareowners is incorporated herein by reference. A. Property Ownership The following summarizes the property ownership of department stores and David's Bridal stores at February 3, 2001:
% of Gross Number of Building Stores* Sq. Footage Department David's Department David's Stores Bridal Stores Bridal Entirely or mostly owned 241 2 60% 2% Entirely or mostly leased 112 121 26 98 Owned on leased land 74 - 14 - 427 123 100% 100%
* Includes a total of 18 department stores and 2 David's Bridal stores subject to financing. B. Credit Sales Sales at May's stores are made for cash or credit, including May's 30-day charge accounts and open-end credit plans, which include revolving charge accounts and revolving installment accounts. During the fiscal year ended February 3, 2001, 40.3% of department store net retail sales were made through May's credit plans. In 1991, May formed May National Bank of Arizona (MBA) and May National Bank of Ohio (MBO), which are indirectly wholly-owned and consolidated subsidiaries of May. During fiscal 2000, MBA and MBO extended credit to customers of May's Lord & Taylor, Foley's, Hecht's, Strawbridge's, Robinsons- May, Filene's, Kaufmann's, Famous-Barr, L.S. Ayres, The Jones Store and Meier & Frank department stores companies. Throughout 2000, MBA and MBO sold the resulting accounts receivables at face value 3 to May NY. In addition, MBA and MBO process remittances for their parent, Grande Levee, Inc., and its other subsidiaries. MBA and MBO receive processing fee revenue for this service. C. Competition in Retail Merchandising May conducts its retail merchandising business under highly competitive conditions. Although May is one of the nation's largest department store retailers, it has numerous competitors at the national and local level which compete with May's individual department stores and David's Bridal. Competition is characterized by many factors including location, reputation, assortment, advertising, price, quality, service, and credit availability. May believes that it is in a strong competitive position with regard to each of these factors. D. May Merchandising Company/May Department Stores International, Inc. May Merchandising Company ("MMC"), an indirectly wholly-owned and consolidated subsidiary of May, identifies emerging fashion trends in both domestic brands and our exclusive private-label merchandise. MMC works closely with our eight department store companies and our merchandise vendors to communicate emerging fashion trends, to develop meaningful merchandise assortments and negotiate the best overall terms for delivery of merchandise in a timely manner to our stores. May Department Stores International, Inc. ("MDSI"), a wholly-owned and consolidated subsidiary of May, is primarily a design and sourcing company. MDSI owns all trade names and marks associated with private-label merchandise and develops, designs, sources, imports, and distributes them for May. MDSI has approximately 70 to 80 private labels in use at the department store companies and employs approximately 800 persons worldwide. In addition, to its corporate office in St. Louis, MDSI operates offices in New York City and ten countries. E. Executive Officers of May The names and ages (as of April 25, 2001) of all executive officers of May, and the positions and offices held with May by each such person are as follows: Name Age Positions and Offices Eugene S. Kahn 51 President and Chief Executive Officer Jerome T. Loeb 60 Chairman of the Board John L. Dunham 54 Vice Chairman and Chief Financial Officer Richard W. Bennet III 48 Vice Chairman William P. McNamara 50 Vice Chairman Judith K. Hofer 61 President and Chief Executive Officer, May Merchandising Company Thomas D. Fingleton 53 Executive Vice President R. Dean Wolfe 57 Executive Vice President Alan E. Charlson 52 Senior Vice President and General Counsel Martin M. Doerr 46 Senior Vice President William D. Edkins 48 Senior Vice President Lonny J. Jay 59 Senior Vice President Jan R. Kniffen 52 Senior Vice President Richard A. Brickson 53 Secretary and Senior Counsel Michael G. Culhane 38 Vice President 4 Each of the above named executive officers shall remain in office until the annual meeting of directors following the next annual meeting of shareowners of May and until the officer's successor shall have been elected and shall qualify. Messrs. Kahn, Loeb, Dunham, and Wolfe are also directors of May. Mr. Loeb will retire as an officer and director on April 30, 2001. At that time Mr. Kahn will become chairman of the board and chief executive officer, Mr. Dunham will become president, and Mr. Fingleton will become executive vice president and chief financial officer. Each of the executive officers has been an officer of May for at least the last five years, with the following exceptions: - Mr. Kahn served as president and chief executive officer of Filene's from 1992 to March 1996 when he became vice chairman. He was appointed executive vice chairman in June 1997 and assumed his current position in May 1998. - Mr. Dunham served as chairman of May Merchandising Company from 1993 to May 1996 when he became executive vice president and chief financial officer and an executive officer of May. He assumed his current position in November of 1999. - Mr. Bennet served as president and chief executive officer of Famous-Barr from 1995 to 1997 and as president and chief executive officer of Kaufmann's from 1997 to February 2000 when he became vice chairman and an executive officer of May. - Mr. McNamara served as senior vice president and general merchandise manager for May Merchandising Company from 1995 to 1997, president and chief executive officer of Famous-Barr from 1997 to 1998, and president of May Merchandising Company from 1998 to February 2000 when he became vice chairman and an executive officer of May. - Ms. Hofer served as president and chief executive officer of Meier & Frank from 1988 to 1996, president and chief executive officer of Filene's from 1996 to 1999, chief executive officer of Filene's from 1999 to February 2000 when she assumed her current position and became an executive officer of May. - Mr. Fingleton served as chairman of Hecht's from 1991 to May 2000 when he became executive vice president and an executive officer of May. - Mr. Charlson served as senior counsel for May from 1988 to 1998 when he became senior vice president and chief counsel and an executive officer of May. He assumed his current position in January of 2001. - Mr. Culhane was associated with the public accounting firm of Arthur Andersen LLP from 1984 to 1997. He served in a financial position for May from 1997 to 1998 when he became vice president and an executive officer of May. Item 3. Legal Proceedings There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which May or any of its subsidiaries is a party or of which any of their property is the subject. 5 Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders during the 14 weeks ended February 3, 2001. PART II Item 5. Market for May's Common Equity and Related Shareowner Matters Common Stock Dividends and Market Prices (page 21) of May's 2000 Annual Report to Shareowners are incorporated herein by reference. Item 6. Selected Financial Data The Eleven Year Financial Summary (pages 32 and 33) of May's 2000 Annual Report to Shareowners is incorporated herein by reference. In addition, basic earnings per share from continuing operations and the weighted average shares used to calculate basic earnings per share for the last five years are as follows: Earnings Shares Per Share (millions) 2000 $ 2.74 306.4 1999 2.73 332.2 1998 2.43 342.6 1997 2.18 348.5 1996 1.97 370.8 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's Discussion and Analysis (pages 18-21) and Notes to Consolidated Financial Statements (pages 26-31) of May's 2000 Annual Report to Shareowners are incorporated herein by reference. Item 8. Financial Statements and Supplementary Data Consolidated Financial Statements (pages 22-25), Notes to Consolidated Financial Statements (pages 26-31), Report of Independent Public Accountants (page 36), and Quarterly Results (page 26) of May's 2000 Annual Report to Shareowners are incorporated herein by reference. 6 CONDENSED CONSOLIDATING FINANCIAL INFORMATION - The May Department Stores Company, Delaware ("Parent") has fully and unconditionally guaranteed certain long-term debt obligations of its wholly- owned subsidiary The May Department Stores Company, New York ("Subsidiary Issuer"). Other subsidiaries of the Parent include May Department Stores International, Inc. (MDSI), Leadville Insurance Company, Snowdin Insurance Company, and David's Bridal, Inc. and subsidiaries. Subsidiary Issuer financial statements have been restated for all periods presented to reflect a February 3, 2001, reorganization of MDSI as a direct wholly-owned subsidiary of Parent rather than of the Subsidiary Issuer. Condensed consolidating balance sheets as of February 3, 2001, and January 29, 2000, and the related condensed consolidating statements of earnings and cash flows for each of the three fiscal years in the period ended February 3, 2001, are provided as required by recent Securities and Exchange Commission rule changes.
Condensed Consolidating Balance Sheet As of February 3, 2001 (Millions) Subsidiary Other Parent Issuer Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ - $ 137 $ 19 $ - $ 156 Accounts receivable, Net - 2,076 43 (38) 2,081 Merchandise inventories - 2,877 61 - 2,938 Other current assets - 86 10 (1) 95 Total current assets - 5,176 133 (39) 5,270 Property and equipment, at cost - 8,093 74 - 8,167 Accumulated depreciation - (3,254) (14) - (3,268) Property and equipment, net - 4,839 60 - 4,899 Goodwill and other assets - 1,062 343 - 1,405 Intercompany receivable/ (payable) (648) 449 199 - - Investment in subsidiaries 4,808 - - (4,808) - Total assets $4,160 $11,526 $ 735 $ (4,847) $11,574 LIABILITIES AND SHAREOWNERS' EQUITY Current liabilities: Current maturities of long-term debt $ - $ 85 $ - $ - $ 85 Accounts payable - 922 43 - 965 Accrued expenses 6 857 47 (39) 871 Income taxes payable (receivable) - 299 (6) - 293 Total current liabilities 6 2,163 84 (39) 2,214 Long-term debt - 4,531 3 - 4,534 Intercompany note payable (receivable) - 3,200 (3,200) - - Deferred income taxes - 583 3 - 586 Other liabilities - 777 - (442) 335 ESOP preference shares 299 - - - 299 Unearned compensation - (249) - - (249) Shareowners' equity 3,855 521 3,845 (4,366) 3,855 Total liabilities and shareowner's equity $4,160 $11,526 $ 735 $ (4,847) $11,574
7
Condensed Consolidating Statement of Earnings For the Fiscal Year Ended February 3, 2001 (Millions) Subsidiary Other Parent Issuer Subsidiaries Eliminations Consolidated Revenues $ - $14,406 $ 1,283 $ (1,178) $14,511 Cost of sales - 9,907 1,115 (1,093) 9,929 Selling, general, and administrative expenses - 2,870 63 (98) 2,835 Interest expense (income) net: External - 346 (1) - 345 Intercompany - 287 (287) - - Equity in earnings of subsidiaries (858) - - 858 - Earnings before income taxes 858 996 393 (845) 1,402 Provision for income taxes - 404 140 - 544 Net earnings $ 858 $ 592 $ 253 $ (845) $ 858
Condensed Consolidating Statement of Cash Flows For the Fiscal Year Ended February 3, 2001 (Millions) Subsidiary Other Parent Issuer Subsidiaries Eliminations Consolidated Operating activities: Net earnings $ 858 $ 592 $ 253 $ (845) $ 858 Equity in earnings of subsidiaries (858) - - 858 - Depreciation and amortization - 501 10 - 511 (Increase)in working capital (8) (41) (22) - (71) Other, net 647 (545) (41) (13) 48 Total operating activities 639 507 200 - 1,346 Investing activities: Net additions to property and equipment - (539) (11) - (550) Business combination (427) - 7 - (420) Total investing activities (427) (539) (4) - (970) Financing activities: Issuances of long-term debt - 1,076 - - 1,076 Repayments of long-term debt - (241) - - (241) Net (purchases) issuances of common stock (815) 23 - - (792) Dividend payments (309) 5 - - (304) Intercompany activity, net 912 (725) (187) - - Total financing activities (212) 138 (187) - (261) Increase in cash and cash equivalents - 106 9 - 115 Cash and cash equivalents, beginning of year - 31 10 - 41 Cash and cash equivalents, end of year $ - $ 137 $ 19 $ - $ 156
8
Condensed Consolidating Balance Sheet As of January 29, 2000 (Millions) Subsidiary Other Parent Issuer Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ - $ 31 $ 10 $ - $ 41 Accounts receivable, net - 2,171 38 (36) 2,173 Merchandise inventories - 2,811 6 - 2,817 Other current assets - 83 1 - 84 Total current assets - 5,096 55 (36) 5,115 Property and equipment, at cost - 7,780 17 - 7,797 Accumulated depreciation - (3,019) (9) - (3,028) Property and equipment, net - 4,761 8 - 4,769 Goodwill and other assets - 1,050 1 - 1,051 Intercompany receivable/ (payable) - (157) 157 - - Investment in subsidiaries 4,407 - - (4,407) - Total assets $ 4,407 $ 10,750 $ 221 $(4,443) $10,935 LIABILITIES AND SHAREOWNERS' EQUITY Current liabilities: Current maturities of long-term debt $ - $ 259 $ - $ - $ 259 Accounts payable - 982 48 - 1,030 Accrued expenses 15 891 22 (36) 892 Income taxes payable - 234 - - 234 Total current liabilities 15 2,366 70 (36) 2,415 Long-term debt - 3,560 - - 3,560 Intercompany note payable (receivable) - 3,200 (3,200) - - Deferred income taxes - 540 - - 540 Other liabilities - 743 - (429) 314 ESOP preference shares 315 - - - 315 Unearned compensation - (286) - - (286) Shareowners' equity 4,077 627 3,351 (3,978) 4,077 Total liabilities and shareowners' equity $ 4,407 $ 10,750 $ 221 $(4,443) $10,935
9 Condensed Consolidating Statement of Earnings For the Fiscal Year Ended January 29, 2000 (Millions) Subsidiary Other Parent Issuer Subsidiaries Eliminations Consolidated Revenues $ - $13,866 $ 1,052 $ (1,052) $ 13,866 Cost of sales - 9,413 937 (980) 9,370 Selling, general, and administrative expenses - 2,744 14 (72) 2,686 Interest expense (income), net: External - 287 - - 287 Intercompany - 285 (285) - - Equity in earnings of subsidiaries (927) - - 927 - Earnings before income taxes 927 1,137 386 (927) 1,523 Provision for income taxes - 461 135 - 596 Net earnings $ 927 $ 676 $ 251 $ (927) $ 927
Condensed Consolidating Statement of Cash Flows For the Fiscal Year Ended January 29, 2000 (Millions) Subsidiary Other Parent Issuer Subsidiaries Eliminations Consolidated Operating activities: Net earnings $ 927 $ 676 $ 251 $ (927) $ 927 Equity in earnings of subsidiaries (927) - - 927 - Depreciation and amortization - 468 1 - 469 (Increase) Decrease in working capital 6 (4) 12 - 14 Other, net (14) 139 (5) - 120 Total operating activities (8) 1,279 259 - 1,530 Investing activities: Net additions to property and equipment - (677) (1) - (678) Business combination - (40) - - (40) Total investing activities - (717) (1) - (718) Financing activities: Repayments of long-term debt - (135) - - (135) Net (purchases) issuances of common stock (452) 18 - - (434) Dividend payments (319) 5 - - (314) Intercompany activity, net 779 (528) (251) - - Total financing activities 8 (640) (251) - (883) Increase (decrease) in cash and cash equivalents - (78) 7 - (71) Cash and cash equivalents, beginning of year - 109 3 - 112 Cash and cash equivalents, end of year $ - $ 31 $ 10 $ - $ 41
10
Condensed Consolidating Statement of Earnings For the Fiscal Year Ended January 30, 1999 (Millions) Subsidiary Other Parent Issuer Subsidiaries Eliminations Consolidated Revenues $ - $ 13,090 $ 1,014 $ (1,014) $ 13,090 Cost of sales - 8,945 905 (949) 8,901 Selling, general, and administrative expenses - 2,577 4 (65) 2,516 Interest expense (income), net: External - 278 - - 278 Intercompany - 285 (285) - - Equity in earnings of subsidiaries (849) - - 849 - Earnings before income taxes 849 1,005 390 (849) 1,395 Provision for income taxes - 409 137 - 546 Net earnings $ 849 $ 596 $ 253 $ (849) $ 849
Condensed Consolidating Statement of Cash Flows For the Fiscal Year Ended January 30, 1999
(Millions) Subsidiary Other Parent Issuer Subsidiaries Eliminations Consolidated Operating activities: Net earnings $ 849 $ 596 $ 253 $ (849) $ 849 Equity in earnings of subsidiaries (849) - - 849 - Depreciation and amortization - 437 2 - 439 Decrease in working capital 1 151 6 - 158 Other, net 16 50 (7) - 59 Total operating activities 17 1,234 254 - 1,505 Investing activities: Net additions to property and equipment - (585) (1) - (586) Business combination - (302) - - (302) Total investing activities - (887) (1) - (888) Financing activities: Issuances of long-term debt - 350 - - 350 Repayments of long-term debt - (221) - - (221) Net (purchases) issuances of common stock (559) 34 - - (525) Dividend payments (315) 7 - - (308) Intercompany activity, net 857 (608) (249) - - Total financing activities (17) (438) (249) - (704) Increase (decrease) in cash and cash equivalents - (91) 4 - (87) Cash and cash equivalents, beginning of year - 200 (1) - 199 Cash and cash equivalents, end of year $ - $ 109 $ 3 $ - $ 112
11 Prior to fiscal year-end 2000, Parent was required to provide only summarized financial information for Subsidiary Issuer, which owned 100% of MDSI's common stock before the reorganization discussed above. Below is a restatement of Subsidiary Issuer's summarized financial position as of January 29, 2000, and summarized operating results for each of the two fiscal years in the period ending January 29, 2000, as if the reorganization had occurred on February 1, 1998. The "As Reported" information was previously reported in Parent's Form 10-K filed April 20, 2000. January 29, 2000 As Reported Adjustments As Restated Financial Position Current assets $5,104 $ (8) $5,096 Noncurrent assets 5,818 (164) 5,654 Current liabilities 2,425 (59) 2,366 Noncurrent liabilities 8,043 - 8,043 Fiscal year ended January 29, 2000 As Reported Adjustments As Restated Operating Results Revenues $13,866 $ - $13,866 Cost of sales 9,370 43 9,413 Net earnings 739 (63) 676 Fiscal year ended January 30, 1999 As Reported Adjustments As Restated Operating Results Revenues $13,090 $ - $13,090 Cost of sales 8,901 44 8,945 Net earnings 662 (66) 596 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 May, 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 May) is incorporated by reference from the definitive proxy statement dated April 20, 2001, and filed pursuant to Regulation 14A. Information about executive officers of May is set forth in Part I of this Form 10-K, under the heading "Items 1. and 2. Business and Description of Property." 12 PART IV 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 May's 2000 Annual Report to Shareowners (Exhibit 13): Page in Annual Report Financial Statements- Consolidated Statement of Earnings for the three fiscal years ended February 3, 2001 22 Consolidated Balance Sheet - February 3, 2001, and January 29, 2000 23 Consolidated Statement of Cash Flows for the three fiscal years ended February 3, 2001 24 Consolidated Statement of Shareowners' Equity for the three fiscal years ended February 3, 2001 25 Notes to Consolidated Financial Statements 26-31 Report of Independent Public Accountants 36 Page in this Report (2) Supplemental Financial Statement Schedule (for the three fiscal years ended February 3, 2001): Report of Independent Public Accountants on Schedule II 17 Schedule II Valuation and Qualifying Accounts 18 (3) Exhibits: Location 3.1 Amended and Restated Certificate Incorporated of Incorporation of May, by Reference dated May 22, 1996 to Exhibit 4(a) of Post Effective Amendment No. 1 to Form S-8, filed May 29, 1996. 3.2 Certificate of Amendment of the Incorporated Amended and Restated Certificate of by Reference Incorporation, dated May 21, 1999 to Exhibit 3(b) of Form 10-Q filed June 8, 1999. 3.3 By-Laws of May, as amended Filed herewith. 10.1 1994 Stock Incentive Plan Incorporated by Reference to Exhibit 10.1 of Form 10-K, filed April 19, 2000. 13 Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (continued) (3) Exhibits (continued): Location 10.2 Deferred Compensation Plan Incorporated by Reference to Exhibit 10.2 of Form 10-K, filed April 19, 2000. 10.3 Executive Incentive Compensation Incorporated by Plan for Corporate Executives Reference to Exhibit 10.3 of Form 10-K, filed April 19, 2000. 10.4 Form of Employment Agreement Incorporated by Reference to Exhibit 10.4 of Form 10-K filed April 19, 2000. 12 Computation of Ratio of Filed Earnings to Fixed Charges herewith. 13 The May Department Stores Filed Company 2000 Annual Report to herewith. Shareowners (only those portions specifically incorporated by reference shall be deemed filed with the Commission) 21 Subsidiaries of May Filed herewith. 23 Consent of Independent Public Page 17 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, 2000 (4) Reports on Form 8-K None. All other schedules and exhibits of May 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. 14 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, May has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE MAY DEPARTMENT STORES COMPANY Date: April 25, 2001 By: /s/ John L. Dunham John L. Dunham Director, Vice Chairman 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 May and in the capacities and on the dates indicated. Date Signature Title Principal Executive Officer: April 25, 2001 /s/ Eugene S. Kahn Director, Eugene S. Kahn President and Chief Executive Officer Principal Financial and Accounting Officer: April 25, 2001 /s/ John L. Dunham Director, John L. Dunham Vice Chairman and Chief Financial Officer Directors: April 25, 2001 /s/ Jerome T. Loeb Director and Jerome T. Loeb Chairman of the Board April 25, 2001 /s/ R. Dean Wolfe Director and R. Dean Wolfe Executive Vice President 15 Date Signature Title April 25, 2001 /s/ Marsha J. Evans Director Marsha J. Evans April 25, 2001 /s/ James M. Kilts Director James M. Kilts April 25, 2001 /s/ Russell E. Palmer Director Russell E. Palmer April 25, 2001 /s/ Michael R. Quinlan Director Michael R. Quinlan 16 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To The May Department Stores Company: We have audited, in accordance with auditing standards generally accepted in the United States, 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 14, 2001. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. Schedule II included in this Form 10-K is the responsibility of the company's management and is presented for the purpose of complying with the Securities and Exchange Commission's rules and is not part of the consolidated financial statements. The Schedule has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the consolidated financial statements taken as a whole. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP 1010 Market Street St. Louis, Missouri 63101-2089 February 14, 2001 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 February 3, 2001 into the Company's previously filed Registration Statements on Form S-3 (No. 333-42940, 333-42940-01, 333-71413 and 333-71413-01) and Form S-8 (No. 33-21415, 33-58985, and 333-76227). /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP 1010 Market Street St. Louis, Missouri 63101-2089 April 25, 2001 17
SCHEDULE II THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS FOR THE THREE FISCAL YEARS ENDED FEBRUARY 3, 2001 (Millions) Charges to costs and Balance expenses Balance beginning and other Deductions end of of period adjustments (a) period FISCAL YEAR ENDED February 3, 2001 Allowance for uncollectible accounts $ 76 $ 91 $ (91) $ 76 FISCAL YEAR ENDED January 29, 2000 Allowance for uncollectible accounts $ 82 $ 81 $ (87) $ 76 FISCAL YEAR ENDED January 30, 1999 Allowance for uncollectible accounts $ 96 $ 79 $ (93) $ 82 (a) Write-off of accounts determined to be uncollectible, net of recoveries of $23 million in 2000, $23 million in 1999 and $25 million in 1998.
18
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, 2001 (Dollars in Millions) Fiscal Year Ended Feb. 3, Jan. 29, Jan. 30, Jan. 31, Feb. 1, 2001 2000 1999 1998 1997 Earnings Available for Fixed Charges: Pretax earnings $ 1,402 $ 1,523 $ 1,395 $ 1,279 $ 1,232 Fixed charges (excluding interest capitalized and pretax preferred stock dividend requirements) 406 346 344 363 346 Dividends on ESOP Preference Shares (23) (24) (25) (26) (26) Capitalized interest amortization 8 7 7 6 6 1,793 1,852 1,721 1,622 1,558 Fixed Charges: Gross interest expense (a) $ 395 $ 340 $ 339 $ 353 $ 341 Interest factor attributable to rent expense 28 22 21 23 22 423 362 360 376 363 Ratio of Earnings to Fixed Charges 4.2 5.1 4.8 4.3 4.3 (a) Represents interest expense on long-term and short-term debt, ESOP debt and amortization of debt discount and debt issue expense.
Exhibit 21 THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES SUBSIDIARIES OF MAY The corporations listed below are subsidiaries of May, and all are included in the consolidated financial statements of May as subsidiaries (unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary): Jurisdiction in which Name organized The May Department Stores Company New York May Merchandising Company Delaware May Department Stores International, Inc. Delaware May Capital, Inc. Delaware Grande Levee, Inc. Nevada Leadville Insurance Company Vermont Snowdin Insurance Company Vermont David's Bridal, Inc. Florida