Consolidated Statements of Shareholders' Investment

(Millions of Dollars, Except Share Data) Convertible Preferred
Stock Common
Stock Additional Paid-in Capital Retained
Earnings Loan to
ESOP Total

February 3, 1996 $257 $72 $110 $3,044 $(80) $3,403

Consolidated net earnings – – – 463 – 463

Dividends declared – – – (159) – (159)

Tax benefit on unallocated preferred stock dividends and options – – 7 – – 7

Conversion of preferred stock and other 14 – 16 – – 30

Net reduction in loan to ESOP – – – – 33 33

Stock option activity – – 13 – – 13

February 1, 1997 271 72 146 3,348 (47) 3,790

Consolidated net earnings – – – 751 – 751

Dividends declared – – – (169) – (169)

Tax benefit on unallocated preferred stock dividends and options – – 17 – – 17

Conversion of preferred stock and other 9 – 18 – – 27

Net reduction in loan to ESOP – – – – 28 28

Stock option activity – 1 15 – – 16

January 31, 1998 280 73 196 3,930 19 4,460

Consolidated net earnings – – – 935 – 935

Dividends declared – – – (182) – (182)

Tax benefit on unallocated preferred stock dividends and options – – 25 – – 25

Conversion of preferred stock and other (12) – 37 – – 25

Net reduction in loan to ESOP – – – – 19 19

Stock option activity – 1 28 – – 29

January 30, 1999 $268 $74 $286 $4,683 $ – $5,311

Common Stock Authorized 3,000,000,000 shares, $.1667 par value; 441,809,806 shares issued and outstanding at January 30, 1999; 437,833,456 shares issued and outstanding at January 31, 1998.

In January 1999, our Board of Directors authorized the repurchase of $1 billion of our common stock. We expect to complete our repurchase program over the next two years. Repurchases will be made primarily in open market transactions, subject to market conditions. There was no repurchase activity in 1998.

Preferred Stock Authorized 5,000,000 shares; Series B ESOP Convertible Preferred Stock $.01 par value, 338,492 shares issued and outstanding at January 30, 1999; 362,004 shares issued and outstanding at January 31, 1998. Each share converts into 60 shares of our common stock, has voting rights equal to the equivalent number of common shares and is entitled to cumulative annual dividends of $56.20. Beginning in January 2000, under certain circumstances, the shares may be converted to common stock at our election, or the election of the ESOP.

Junior Preferred Stock Rights In September 1996, we declared a distribution of shares of preferred share purchase rights. Terms of the plan provide for a distribution of one preferred share purchase right for each outstanding share of our common stock. Each right will entitle shareholders to buy one six-hundredth of a share of a new series of junior participating preferred stock at an exercise price of $50.00, subject to adjustment. The rights will be exercisable only if a person or group acquires ownership of 20 percent or more of our common stock or announces a tender offer to acquire 30 percent or more of our common stock.

See Notes to Consolidated Financial Statements.

Go To Notes To Consolidated Financial Statements


(Millions of Dollars, Except Share Data)	Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Loan to ESOP	Total

February 3, 1996	$257	$72	$110	$3,044	$(80)	$3,403
Consolidated net earnings	–	–	–	463	–	463
Dividends declared	–	–	–	(159)	–	(159)
Tax benefit on unallocated preferred stock dividends and options	–	–	7	–	–	7
Conversion of preferred stock and other	14	–	16	–	–	30
Net reduction in loan to ESOP	–	–	–	–	33	33
Stock option activity	–	–	13	–	–	13

February 1, 1997	271	72	146	3,348	(47)	3,790
Consolidated net earnings	–	–	–	751	–	751
Dividends declared	–	–	–	(169)	–	(169)
Tax benefit on unallocated preferred stock dividends and options	–	–	17	–	–	17
Conversion of preferred stock and other	9	–	18	–	–	27
Net reduction in loan to ESOP	–	–	–	–	28	28
Stock option activity	–	1	15	–	–	16

January 31, 1998	280	73	196	3,930	19	4,460
Consolidated net earnings	–	–	–	935	–	935
Dividends declared	–	–	–	(182)	–	(182)
Tax benefit on unallocated preferred stock dividends and options	–	–	25	–	–	25
Conversion of preferred stock and other	(12)	–	37	–	–	25
Net reduction in loan to ESOP	–	–	–	–	19	19
Stock option activity	–	1	28	–	–	29

January 30, 1999	$268	$74	$286	$4,683	$ –	$5,311

Common Stock Authorized 3,000,000,000 shares, $.1667 par value; 441,809,806 shares issued and outstanding at January 30, 1999; 437,833,456 shares issued and outstanding at January 31, 1998.
In January 1999, our Board of Directors authorized the repurchase of $1 billion of our common stock. We expect to complete our repurchase program over the next two years. Repurchases will be made primarily in open market transactions, subject to market conditions. There was no repurchase activity in 1998.
Preferred Stock Authorized 5,000,000 shares; Series B ESOP Convertible Preferred Stock $.01 par value, 338,492 shares issued and outstanding at January 30, 1999; 362,004 shares issued and outstanding at January 31, 1998. Each share converts into 60 shares of our common stock, has voting rights equal to the equivalent number of common shares and is entitled to cumulative annual dividends of $56.20. Beginning in January 2000, under certain circumstances, the shares may be converted to common stock at our election, or the election of the ESOP.
Junior Preferred Stock Rights In September 1996, we declared a distribution of shares of preferred share purchase rights. Terms of the plan provide for a distribution of one preferred share purchase right for each outstanding share of our common stock. Each right will entitle shareholders to buy one six-hundredth of a share of a new series of junior participating preferred stock at an exercise price of $50.00, subject to adjustment. The rights will be exercisable only if a person or group acquires ownership of 20 percent or more of our common stock or announces a tender offer to acquire 30 percent or more of our common stock.
See Notes to Consolidated Financial Statements.