ITEM 1. BUSINESS. -------- Financial Policies and Debt Ratio, Pages 17-18; Capital Expenditures, Page 18; Business Segments, excluding years 1988-1990, Page 21; Quarterly Results, Page 31; Page 34 and the list of store locations on Page 35 of Registrant's 1993 Annual Report to Shareholders are incorporated herein by reference. Registrant was incorporated in Minnesota in 1902.
ITEM 2.
ITEM 2. PROPERTIES. ---------- Leases, Page 25; Long-Term Debt, Page 27 and the list of store locations on Page 35 of Registrant's 1993 Annual Report to Shareholders are incorporated herein by reference.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS. ----------------- Paragraph 2 of Commitments and Contingencies, Page 25 of Registrant's 1993 Annual Report to Shareholders is incorporated herein by reference.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS. --------------------------------------------------- Not Applicable.
ITEM X. EXECUTIVE OFFICERS OF THE REGISTRANT. ------------------------------------ The executive officers of the Registrant as of April 1, 1994 and their positions and ages, are as follows:
- -------------------- *Mr. Macke was Chief Executive Officer of Registrant until April 13, 1994. Mr. Ulrich was elected Chief Executive Officer of Registrant on April 13, 1994.
Each officer is elected by and serves at the pleasure of the Board of Directors. There is no family relationship between any of the officers named nor is there any arrangement or understanding pursuant to which any person was selected as an officer. The period of service of each officer in the positions listed and other business experience as of April 1, 1994 is set forth below.
Kenneth A. Macke Chairman of the Executive Committee of Registrant since 1985, Chairman of the Board of Registrant since 1984 and Chief Executive Officer of Registrant since 1983.
Stephen E. Watson President of Registrant since 1990. Chairman and Chief Executive Officer of the Department Store Division from 1985 to 1989 and since 1991. Executive Vice President of Registrant in 1989.
Henry T. DeNero Vice Chairman of Registrant since 1992. Director of McKinsey & Company, Inc. (a management consulting firm) from 1985-1992.
James T. Hale Senior Vice President, Secretary and General Counsel of Registrant since 1981.
Douglas A. Scovanner Senior Vice President and Treasurer of Registrant since 1994. Senior Vice President, Finance of Fleming Companies, Inc. (a food wholesaler) from 1992 to 1994. Vice President and Treasurer of Coca-Cola Enterprises, Inc. (a soft drink bottler) from 1986 to 1992.
Robert J. Ulrich Chairman and Chief Executive Officer of Target since 1987.
Joseph C. Vesce Chairman of Mervyn's since 1993. Chief Executive Officer of Mervyn's since 1992. President of Mervyn's from 1988 to 1993.
Edwin H. Wingate Senior Vice President of Registrant since 1980.
JoAnn Bogdan Controller and Chief Accounting Officer of Registrant since 1993. Assistant Controller of Registrant from 1988 to 1993.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER ----------------------------------------------------------------- MATTERS. ------- Shareholder Return, Page 18 and Dividends Declared Per Share and Common Stock Price, Page 31 of Registrant's 1993 Annual Report to Shareholders are incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA. ----------------------- The data on years 1989-1993 in the Summary Financial and Operating Data (excluding Other Data), Page 33; Notes and Analysis, Pages 21, 23, 25, 27 and 29-31 (excluding years 1988-1990 on page 21) and the Report of Independent Auditors, Page 32 of Registrant's 1993 Annual Report to Shareholders are incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND --------------------------------------------------------------- RESULTS OF OPERATIONS. --------------------- Financial Policies and Debt Ratio, Pages 17-18; Capital Expenditures, Page 18; Analysis of Operations, Pages 19-20, paragraph 2 of Income Taxes, Page 23; Commitments and Contingencies, Page 25; Analysis of Cash Flow and Lines of Credit, Page 27; the fourth texual paragraph of Pension Plans, Page 29; the second and third texual paragraphs of Postretirement Health Care Benefits, Page 30 and LIFO Provision, Page 31 of Registrant's 1993 Annual Report to Shareholders are incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. ------------------------------------------- Pages 21-31 and 33 (excluding years 1988-1990 on Page 21 and years 1983-1988 and Other Data in the Summary Financial and Operating Data on Page 33) and the Report of Independent Auditors, Page 32 of Registrant's 1993 Annual Report to Shareholders are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND --------------------------------------------------------------- FINANCIAL DISCLOSURE. -------------------- Not Applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. -------------------------------------------------- Election of Directors, Pages 1-6 and Compliance with Section 16(a) of the Securities Exchange Act of 1934, Page 28 of Registrant's Proxy Statement dated April 20, 1994, is incorporated herein by reference. See also Item X of Part I hereof.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION. ---------------------- Executive Compensation, Pages 7-13 and Director Compensation, Pages 17-18 of Registrant's Proxy Statement dated April 20, 1994, are incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. -------------------------------------------------------------- Outstanding Shares and Voting Rights, Pages 26-28 of Registrant's Proxy Statement dated April 20, 1994, is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. ---------------------------------------------- Not Applicable.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. ----------------------------------------------------------------
a) FINANCIAL STATEMENTS:
Consolidated Results of Operations for the Years Ended January 29, 1994, January 30, 1993 and February 1, 1992.
Consolidated Statements of Financial Position at January 29, 1994 and January 30, 1993.
Consolidated Statements of Cash Flows for the Years Ended January 29, 1994, January 30, 1993 and February 1, 1992.
Consolidated Statements of Common Shareholders' Investment for the Years Ended January 29, 1994, January 30, 1993 and February 1, 1992.
Information which is an integral part of the financial statements: Notes and Analysis on Pages 21, 23, 25, 27 and 29-31, excluding years 1988-1990 on Page 21, and the Report of Independent Auditors on Page 32 in Registrant's 1993 Annual Report to Shareholders.
FINANCIAL STATEMENT SCHEDULES:
For the Years Ended January 29, 1994, January 30, 1993 and February 1, 1992
V - Property and Equipment
VI - Accumulated Depreciation of Property and Equipment
VIII - Valuation and Qualifying Accounts
IX - Short-Term Borrowings
X - Supplementary Income Statement Information
b) REPORTS ON FORM 8-K
Not Applicable.
c) EXHIBITS
Copies of Exhibits (10)A.-(10)L., (21), (99)(I) and (99)(III) will be furnished upon written request and payment of Registrant's reasonable expenses in furnishing the exhibits.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DAYTON HUDSON CORPORATION
By /s/ Henry T. DeNero -------------------------- Henry T. DeNero Vice Chairman and Chief Financial Officer Dated: April 19, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Bob Ulrich ------------------------- Robert J. Ulrich Dated: April 19, 1994 Chief Executive Officer
/s/ Henry T. DeNero ------------------------- Henry T. DeNero Vice Chairman and Dated: April 19, 1994 Chief Financial Officer
/s/ J.A. Bogdan ------------------------- JoAnn Bogdan Controller and Dated: April 19, 1994 Chief Accounting Officer
RAND V. ARASKOG MICHELE J. HOOPER ROBERT A. BURNETT KENNETH A. MACKE LIVIO D. DESIMONE MARY PATTERSON MCPHERSON ROGER A. ENRICO ROBERT J. ULRICH WILLIAM W. GEORGE JOHN R. WALTER ROGER L. HALE STEPHEN E. WATSON Directors BETTY RUTH HOLLANDER
Henry T. DeNero, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the Directors named, filed with the Securities and Exchange Commission on behalf of such Directors, all in the capacities and on the date stated, such persons being a majority of the Directors of the Registrant.
By /s/ Henry T. DeNero ---------------------------- Henry T. DeNero Dated: April 19, 1994 Attorney-in-Fact
DAYTON HUDSON CORPORATION AND SUBSIDIARIES SCHEDULE V - PROPERTY AND EQUIPMENT FISCAL YEARS 1993, 1992 AND 1991 (MILLIONS OF DOLLARS)
- ------------------------- (1) Represents acquisitions of fixed assets and additions to and transfers from construction-in-progress.
DAYTON HUDSON CORPORATION AND SUBSIDIARIES SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY AND EQUIPMENT FISCAL YEARS 1993, 1992 AND 1991 (MILLIONS OF DOLLARS)
- ------------------------ Depreciation is computed using the straight-line method and the following lives:
DAYTON HUDSON CORPORATION AND SUBSIDIARIES SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS FISCAL YEARS 1993, 1992 AND 1991 (MILLIONS OF DOLLARS)
- -------------------------- (1) Accounts determined to be uncollectible are charged against reserve, net of collections on accounts previously charged against reserve.
DAYTON HUDSON CORPORATION AND SUBSIDIARIES SCHEDULE IX - SHORT-TERM BORROWINGS FISCAL YEARS 1993, 1992 AND 1991 (MILLIONS OF DOLLARS)
- ------------------------------- (1) $200 million of the commercial paper outstanding at the end of 1992 and 1991 was classified as long-term debt in the Consolidated Statements of Financial Position, as explained in the Commercial Paper note in Registrant's 1993 Annual Report to Shareholders.
DAYTON HUDSON CORPORATION AND SUBSIDIARIES SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION FISCAL YEARS 1993, 1992 AND 1991 (MILLIONS OF DOLLARS)
- ---------------------- (1) Taxes paid as Lessee in accordance with certain lease agreements have been included in cost of retail sales, buying and occupancy and are not included herein.
Amounts for maintenance and repairs, depreciation and amortization of intangible assets, pre-operating costs and similar deferrals, and royalties are not presented as such amounts are less than 1% of total revenues.