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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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(MARK ONE)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED JANUARY 28, 1995
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER 1-6049
DAYTON HUDSON CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-0215170
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 Nicollet Mall, Minneapolis, Minnesota 55402-2055
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612/370-6948
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, par value $1 per share New York Stock Exchange
Pacific Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
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. [_]
Aggregate market value of the voting stock held by non-affiliates of the
Registrant on March 31, 1995 was $5,491,986,566, based on the closing price
of $71.50 per share of Common Stock as reported on the New York Stock
Exchange -- Composite Index and $916.25 per share of Series B ESOP
Convertible Preferred Stock as determined by Duff & Phelps. (Excluded from
this figure is the voting stock held by Registrant's Directors and Executive
Officers.)
Indicate the number of shares outstanding of each of Registrant's classes of
common stock, as of the latest practicable date. April 1, 1995: 71,719,871
shares of common stock, par value $1.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Registrant's 1994 Annual Report to Shareholders are
incorporated into Parts I and II.
2. Portions of Registrant's Proxy Statement dated April 19, 1995 are
incorporated into Part III.
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PART I
ITEM 1. BUSINESS.
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The first paragraph of Fourth Quarter Results, Page 17; Analysis of Financial
Condition, Page 18; Performance Objectives, Page 19; Internal Credit, Page
20; Business Segments, excluding years 1989-1991, Page 21; Quarterly Results,
Page 31; Page 34 and the list of store locations on Page 35 of Registrant's
1994 Annual Report to Shareholders are incorporated herein by reference.
Registrant was incorporated in Minnesota in 1902.
ITEM 2. PROPERTIES.
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Leases, Page 25 and the list of store locations on Page 35 of Registrant's
1994 Annual Report to Shareholders are incorporated herein by reference.
ITEM 3. LEGAL PROCEEDINGS.
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Paragraph 2 of Commitments and Contingencies, Page 25 of Registrant's 1994
Annual Report to Shareholders is incorporated herein by reference.
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, 1995 and their
positions and ages, are as follows:
NAME TITLE AGE
- ---- ----- ---
Robert J. Ulrich Chairman, Chief Executive Officer, Chairman of 51
the Executive Committee and Director of
Registrant; Chairman and Chief Executive Officer
of Target (a division of Registrant)
Stephen E. Watson President and Director of Registrant; Chairman 50
and Chief Executive Officer of the Department
Store Division (a division of Registrant)
Kenneth B. Woodrow President of Target 50
Larry V. Gilpin Senior Vice President, Team, Guest and Community 51
Relations of Target
Robert G. McMahon Senior Vice President, Property Development of 46
Target
John E. Pellegrene Senior Vice President, Marketing of Target 58
Gregg W. Steinhafel Executive Vice President, Merchandising of Target 40
Paul W. Sauser President and Chief Operating Officer of Mervyn's 47
(a subsidiary of Registrant)
Raj Joneja Executive Vice President, Merchandising and 47
Marketing of Mervyn's
James T. Hale Senior Vice President, General Counsel and 54
Secretary of Registrant
Douglas A. Senior Vice President and Chief Financial Officer 39
Scovanner of Registrant
Gerald L. Storch Senior Vice President, Strategic Planning 38
of Registrant
Edwin H. Wingate Senior Vice President, Personnel of Registrant 62
JoAnn Bogdan Controller and Chief Accounting Officer 42
of Registrant
1
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, 1995 is set
forth below.
Robert J. Ulrich Chief Executive Officer of Registrant since April 1994,
Chairman of the Board and Chairman of the Executive Committee of Registrant
since July 1994 and Chairman and Chief Executive Officer of Target since
1987.
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.
Kenneth B. Woodrow President of Target since 1994, Vice Chairman of Target
from 1993 to 1994 and Executive Vice President of Target from 1989 to 1993.
Larry V. Gilpin Senior Vice President of Target since 1981.
Robert G. McMahon Senior Vice President of Target since 1991 and Vice
President of Target from 1990 to 1991. Prior to joining Target in 1990, Mr.
McMahon was Chief Executive Officer of Bartley Lindsay Co., a privately held
company that was subject to an involuntary petition filed in June 1990 under
Chapter 11 of the Federal Bankruptcy Code.
John E. Pellegrene Senior Vice President of Target since 1988.
Gregg W. Steinhafel Executive Vice President of Target since 1994 and Senior
Vice President and General Merchandise Manager of Target from 1987 to 1994.
Paul W. Sauser President and Chief Operating Officer of Mervyn's since 1993
and Senior Vice President and General Merchandise Manager of Target from 1989
to 1993.
Raj Joneja Executive Vice President of Mervyn's since 1994. Vice President of
Amcena Corporation (a retail company) from 1989 to 1994.
James T. Hale Senior Vice President, Secretary and General Counsel of
Registrant since 1981.
Douglas A. Scovanner Senior Vice President and Chief Financial Officer of
Registrant since 1994. Treasurer of Registrant in 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.
Gerald L. Storch Senior Vice President of Registrant since 1993. Principal
with McKinsey & Company (a consulting firm) from 1982 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. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
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MATTERS.
-------
Dividends Declared Per Share and Common Stock Price, Page 31 of Registrant's
1994 Annual Report to Shareholders are incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
------------------------
The data on years 1990-1994 in the Summary Financial and Operating Data
(excluding Other Data), Page 33; Notes to Consolidated Financial Statements,
Pages 21, 23, 25, 27 and 29-31 (excluding years 1989-1991 on page 21) and the
Report of Independent Auditors, Page 32 of Registrant's 1994 Annual Report to
Shareholders are incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS.
----------------------
Management's Discussion and Analysis, Pages 14-20; the fourth texual
paragraph of Pension Plans, Page 29, and the second and third texual
paragraphs of Postretirement Health Care Benefits, Page 30 of Registrant's
1994 Annual Report to Shareholders are incorporated herein by reference.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
--------------------------------------------
Pages 21-31 and 33 (excluding years 1989-1991 on Page 21 and years 1984-1989
and Other Data in the Summary Financial and Operating Data on Page 33) and
the Report of Independent Auditors, Page 32 of Registrant's 1994 Annual
Report to Shareholders are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE.
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Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
---------------------------------------------------
Election of Directors, Pages 1-7 and Compliance with Section 16(a) of the
Securities Exchange Act of 1934, Page 29 of Registrant's Proxy Statement
dated April 19, 1995, are incorporated herein by reference. See also Item X
of Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION.
-----------------------
Executive Compensation, Pages 7-13 and Director Compensation, Pages 19-20 of
Registrant's Proxy Statement dated April 19, 1995, are incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
---------------------------------------------------------------
Outstanding Shares and Voting Rights, Pages 27-29 of Registrant's Proxy
Statement dated April 19, 1995, is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-----------------------------------------------
Not Applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
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a) FINANCIAL STATEMENTS:
Consolidated Results of Operations for the Years Ended January 28, 1995,
January 29, 1994 and January 30, 1993.
Consolidated Balance Sheets at January 28, 1995 and January 29, 1994.
Consolidated Statements of Cash Flows for the Years Ended January 28, 1995,
January 29, 1994 and January 30, 1993.
Consolidated Statements of Common Shareholders' Investment for the Years
Ended January 28, 1995, January 29, 1994 and January 30, 1993.
Information which is an integral part of the financial statements: Notes to
Consolidated Financial Statements on Pages 21, 23, 25, 27 and 29-31,
excluding years 1989-1991 on Page 21, and the Report of Independent Auditors
on Page 32 in Registrant's 1994 Annual Report to Shareholders.
FINANCIAL STATEMENT SCHEDULES:
For the Years Ended January 28, 1995, January 29, 1994 and January 30, 1993
II -- Valuation and Qualifying Accounts
b) REPORTS ON FORM 8-K
Not Applicable.
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c) EXHIBITS
(2) Not Applicable
(3)A. Articles of Incorporation
Incorporated by reference to Exhibit (3)A. to Registrant's
Form 10-K Report for the year ended January 30, 1993 ("1992
10-K").
B. By-Laws, as amended through October 12, 1994.
Incorporated by reference to Exhibit 3 to Registrant's Form
10-Q Report for the quarter ended October 29, 1994 ("Third
Quarter 1994 10-Q").
(4) Instruments defining the rights of security holders,
including indentures. Registrant agrees to furnish the
Commission on request copies of instruments with respect to
long-term debt.
(9) Not Applicable
(10)A. Executive Incentive Plan (PTOC&EVA(R)) (a)
B. Director Stock Option Plan of 1995 (b)
C. Executive Incentive Plan (Personal Score) (c)
D. Excess Benefit Plan (d)
E. Supplemental Pension Plan I
F. Executive Long-Term Incentive Plan of 1981, as amended
and restated. (e)
G. Supplemental Pension Plan II
H. Supplemental Pension Plan III
I. Deferred Compensation Plan (f)
J. Deferred Compensation Plan for Directors (g)
K. Income Continuance Policy (h)
L. SMG Income Continuance Policy (i)
M. SMG Executive Deferred Compension Plan
N. Director Deferred Compensation Plan
(11) Statements re Computation of Per Share Earnings
(12) Computations of Ratios
(13) 1994 Annual Report to Shareholders (only those portions
specifically incorporated by reference herein shall be
deemed filed with the Commission)
(16) Not Applicable
(18) Not Applicable
(19) Not Applicable
(21) List of Subsidiaries
(22) Not Applicable
(23) Consent of Independent Auditors
(24) Powers of Attorney
(27) Financial Data Schedule
(28) Not Applicable
(99)(I) Registrant's 11-K Report (filed under Form SE)
(II) Registrant's Proxy Statement dated April 19, 1995 (only
those portions specifically incorporated by reference shall
be deemed filed with the Commission) (j)
Copies of Exhibits (10)A.-(10)N., (21) and (99)(I) will be furnished
upon written request and payment of Registrant's reasonable expenses
in furnishing the exhibits.
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(a) Incorporated by reference to Exhibit A to Registrant's Proxy Statement
dated April 19, 1995.
(b) Incorporated by reference to Exhibit B to Registrant's Proxy Statement
dated April 19, 1995.
(c) Incorporated by reference to Exhibit C to Registrant's Form 10-K
Report for the year ended January 29, 1994.
(d) Incorporated by reference to Exhibit (10)D. to Registrant's 1992 10-K.
(e) Incorporated by reference to Exhibit (10)B. to Registrant's Third
Quarter 1994 10-Q.
(f) Incorporated by reference to Exhibit (10)I. to Registrant's 1992 10-K.
(g) Incorporated by reference to Exhibit (10)J. to Registrant's 1992 10-K.
(h) Incorporated by reference to Exhibit (10)A. to Registrant's 1992 10-K.
(i) Incorporated by reference to Exhibit (10)B. to Registrant's 1992 10-K.
(j) Incorporated by reference to Registrant's Proxy Statement dated April
19, 1995 (only those portions specifically incorporated by reference
shall be deemed filed with the Commission).
(R) EVA is a registered trademark.
-----------------------------------
5
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/ DOUGLAS A. SCOVANNER
----------------------------------
Douglas A. Scovanner
Senior Vice President and
Chief Financial Officer
Dated: April 18, 1995
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
Chairman of the Board and
Dated: April 18, 1995 Chief Executive Officer
/S/ DOUGLAS A. SCOVANNER
---------------------------------
Douglas A. Scovanner
Senior Vice President and
Dated: April 18, 1995 Chief Financial Officer
/S/ J.A. BOGDAN
---------------------------------
JoAnn Bogdan
Controller and
Dated: April 18, 1995 Chief Accounting Officer
RAND V. ARASKOG MICHELE J. HOOPER
ROBERT A. BURNETT MARY PATTERSON MCPHERSON
LIVIO D. DESIMONE SOLOMON J. TRUJILLO
ROGER A. ENRICO ROBERT J. ULRICH
WILLIAM W. GEORGE JOHN R. WALTER
ROGER L. HALE STEPHEN E. WATSON Directors
BETTY RUTH HOLLANDER
Douglas A. Scovanner, 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/ DOUGLAS A. SCOVANNER
----------------------------------
Douglas A. Scovanner
Dated: April 18, 1995 Attorney-in-Fact
6
DAYTON HUDSON CORPORATION AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FISCAL YEARS 1994, 1993 AND 1992
(MILLIONS OF DOLLARS)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND (1) END OF
DESCRIPTIONS OF PERIOD EXPENSES DEDUCTIONS PERIOD
- ------------ --------- ---------- ---------- ----------
Allowance for Doubtful Accounts
1994.............................. $35 $66 $55 $46
1993.............................. 37 53 55 35
1992.............................. 46 56 65 37
- ----------------------
(1) Accounts determined to be uncollectible are charged against reserve, net
of collections on accounts previously charged against reserve.
7