Item 3. Legal Proceedings
There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which registrant or any of its subsidiaries is a party or of which any of their property is the subject.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the 13 weeks ended February 3, 1996.
PART II
Item 5.

Item 5. Market for Registrant's Common Equity and Related Shareowner Matters
Common Stock Dividends and Market Prices (page 16) of registrant's 1995 Annual Report to Shareowners are incorporated herein by reference.
Item 6.

Item 6. Selected Financial Data
The Eleven Year Financial Summary (pages 28 and 29) of registrant's 1995 Annual Report to Shareowners is incorporated herein by reference.
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis (pages 12-16) and Notes to Consolidated Financial Statements (pages 21-27) of registrant's 1995 Annual Report to Shareowners are incorporated herein by reference.
Item 8.

Item 8. Financial Statements and Supplementary Data
Consolidated Financial Statements (pages 17-20), Notes to Consolidated Financial Statements (pages 21-27) and Report of Independent Public Accountants (page 30) of registrant's 1995 Annual Report to Shareowners are incorporated herein by reference.
QUARTERLY RESULTS (Unaudited)
Quarterly results are determined in accordance with the annual accounting policies and include certain items based upon estimates for the entire year. Summarized quarterly results for the last two years were as follows:
(millions, except per share) 1995 Quarter First Second Third Fourth Year
Revenues $ 2,218 $ 2,325 $ 2,569 $ 3,840 $ 10,952
Cost of sales $ 1,543 $ 1,625 $ 1,798 $ 2,495 $ 7,461
Net Earnings: Continuing operations $ 87 $ 107 $ 110 $ 396 $ 700 Discontinued operatio 27 34 25 (31) 55 Impact of spin-off of discontinued operation - - - - - Before extraordinary loss 114 141 135 365 755 Extraordinary loss related to early extinguishment of debt - - - (3) (3)
Net Earnings 114 141 135 362 752
Primary earnings per share: Continuing operations $ 0.33 $ 0.41 $ 0.42 $ 1.57 $ 2.73 Discontinued operation 0.11 0.14 0.10 (0.13) 0.22 Impact of spin-off of discontinued operation - - - - - Before extraordinary loss 0.44 0.55 0.52 1.44 2.95 Extraordinary loss related to early extinguishment of debt - - - (0.01) (0.01)
Primary earnings per share 0.44 0.55 0.52 1.43 2.94
Fully diluted earnings per share: Continuing operations $ 0.32 $ 0.40 $ 0.41 $ 1.48 $ 2.61 Discontinued operation 0.10 0.13 0.09 (0.11) 0.21 Impact of spin-off of discontinued operation - - - - - Before extraordinary loss 0.42 0.53 0.50 1.37 2.82 Extraordinary loss related to early extinguishment of debt - - - (0.01) (0.01)
Fully Diluted Earnings Per Share $ 0.42 $ 0.53 $ 0.50 $ 1.36 $ 2.81
(millions, except per share) 1994 Quarter First Second Third Fourth Year
Revenues $ 2,105 $ 2,162 $ 2,404 $ 3,436 $ 10,107
Cost of sales $ 1,463 $ 1,510 $ 1,679 $ 2,227 $ 6,879
Net Earnings: Continuing operations $ 77 $ 93 $ 105 $ 375 $ 650 Discontinued operation 35 37 34 26 132 Impact of spin-off of discontinued operation - - - - - Before extraordinary loss 112 130 139 401 782 Extraordinary loss related to early extinguishment of debt - - - - -
Net Earnings 112 130 139 401 782
Primary earnings per share: Continuing operations $ 0.29 $ 0.35 $ 0.40 $ 1.49 $ 2.53 Discontinued operation 0.14 0.15 0.14 0.10 0.53 Impact of spin-off of discontinued operation - - - - - Before extraordinary loss 0.43 0.50 0.54 1.59 3.06 Extraordinary loss related to early extinguishment of debt - - - - -
Primary earnings per share 0.43 0.50 0.54 1.59 3.06
Fully diluted earnings per share: Continuing operations $ 0.28 $ 0.35 $ 0.38 $ 1.42 $ 2.43 Discontinued operation 0.13 0.14 0.13 0.09 0.49 Impact of spin-off of discontinued operation - - - - - Before extraordinary loss 0.41 0.49 0.51 1.51 2.92 Extraordinary loss related to early extinguishment of debt - - - - -
Fully Diluted Earnings Per Share $ 0.41 $ 0.49 $ 0.51 $ 1.51 $ 2.92
Item 9.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None. PART III
Items 10, 11, 12, 13. Directors and Executive Officers of Registrant, Executive Compensation, Security Ownership of Certain Beneficial Owners and Management, Certain Relationships and Related Transactions
Pursuant to paragraph G (Information to be Incorporated by Reference) of the General Instructions to Form 10-K, the information required by Items 10, 11, 12 and 13 (other than information about executive officers of registrant) is incorporated by reference from the definitive proxy statement dated April 22, 1996, and filed pursuant to Regulation 14A. Information about executive officers of registrant is set forth in Part I of this Form 10-K, under the heading "Items 1. and 2. Business and Description of Property."
PART IV
Item 14.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this report: (1) Financial Statements. Incorporated by reference to registrant's 1995 Annual Report to Shareowners (Exhibit 13): Page in Annual Report Financial Statements- Consolidated Statement of Earnings for the three fiscal years ended February 3, 1996 17 Consolidated Balance Sheet - February 3, 1996, and January 28, 1995 18 Consolidated Statement of Cash Flows for the three fiscal years ended February 3, 1996 19 Consolidated Statement of Shareowners' Equity for the three fiscal years ended February 3, 1996 20 Notes to Consolidated Financial Statements 21-27 Report of Independent Public Accountants 30
Page in this Report (2) Supplemental Financial Statement Schedule (for the three fiscal years ended February 3, 1996):
Report of Independent Public Accountants on Schedule II 12 II Valuation and Qualifying Accounts 13
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (continued)
(3) Exhibits: Location 3(a) Restated Certificate of Incorporated Incorporation of by Reference Registrant, dated March 22, 1994 to Exhibit 3(a) of Annual Report on Form 10-K, filed April 20, 1994.
3(b) By-Laws of Registrant, as amended Incorporated by Reference to Exhibit 4(b) of Form S-8, filed April 1, 1996.
11 Computation of Net Earnings Filed Per Share herewith.
12 Computation of Ratio of Filed Earnings to Fixed Charges herewith.
13 The May Department Stores Filed Company 1995 Annual Report to herewith. Shareowners (only those portions specifically incorporated by reference shall be deemed filed with the Commission)
21 Subsidiaries of Registrant Filed herewith.
23 Consent of Independent Public Page 12 of Accountants this Report.
27 Financial Data Schedule Filed herewith.
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, 1995
(4) Reports on Form 8-K
A report dated January 17, 1996 which contained a release announcing the registrant's intent to spin-off Payless ShoeSource, Inc., its chain of self-service family shoe stores, to the registrant's shareowners in a tax-free distribution expected to be completed in late Spring 1996.
All other schedules and exhibits of registrant for which provision is made in the applicable regulations of the Securities and Exchange Commission have been omitted, as they are not required or are inapplicable or the information required thereby has been given otherwise.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE MAY DEPARTMENT STORES COMPANY
Date: April 24, 1996 By: /s/ Jerome T. Loeb Jerome T. Loeb Director, President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of registrant and in the capacities and on the dates indicated.
Date Signature Title
Principal Executive Officer:
April 24, 1996 /s/ David C. Farrell Director, Chairman David C. Farrell and Chief Executive Officer
Principal Financial and Accounting Officer:
April 24, 1996 /s/ Jerome T. Loeb Director, Jerome T. Loeb President and Chief Financial Officer
Directors:
April 24, 1996 /s/ Thomas A. Hays Director and Thomas A. Hays Deputy Chairman
April 24, 1996 /s/ Richard L. Battram Director and Richard L. Battram Executive Vice Chairman
Date Signature Title
April 24, 1996 /s/ Eugene S. Kahn Director and Vice Eugene S. Kahn Chairman
April 24, 1996 /s/ Anthony J. Torcasio Director, Anthony J. Torcasio President and Chief Executive Officer, May Merchandising Company
April 24, 1996 /s/ Helene L. Kaplan Director Helene L. Kaplan
April 24, 1996 /s/ Edward H. Meyer Director Edward H. Meyer
April 24, 1996 /s/ Russell E. Palmer Director Russell E. Palmer
April 24, 1996 /s/ Andrall E. Pearson Director Andrall E. Pearson
April 24, 1996 /s/ Michael R. Quinlan Director Michael R. Quinlan
April 24, 1996 /s/ William P. Stiritz Director William P. Stiritz
April 24, 1996 /s/ Robert D. Storey Director Robert D. Storey
April 24, 1996 /s/ Murray L. Weidenbaum Director Murray L. Weidenbaum
April 24, 1996 /s/ Edward E. Whitacre, Jr. Director Edward E. Whitacre, Jr.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The May Department Stores Company:
We have audited, in accordance with generally accepted auditing standards, the consolidated financial statements included in The May Department Stores Company's Annual Report to Shareowners incorporated by reference in this Form 10-K, and have issued our report thereon dated February 26, 1996. 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.
ARTHUR ANDERSEN LLP 1010 Market Street St. Louis, Missouri 63101-2089 February 26, 1996
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, 1996 into the Company's previously filed Registration Statements on Form S-3 (No. 33-38585, 33-46021, 33-55255 and 33-62075) and Form S-8 (No. 33-26016, 33-38104, 33-51849, 33-58985 and 333-00957).
ARTHUR ANDERSEN LLP 1010 Market Street St. Louis, Missouri 63101-2089 April 24, 1996
Exhibit 21
THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
SUBSIDIARIES OF REGISTRANT
The corporations listed below are subsidiaries of registrant, and all are included in the consolidated financial statements of registrant as subsidiaries (unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary):
Jurisdiction in which Name organized
May Capital, Inc. Delaware
May Funding, Inc. Nevada
Payless Holdings, Inc. Delaware
Payless ShoeSource, Inc. Missouri