UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended May 2, 1998 ------------ Commission file number 1-6049 ------ Dayton Hudson Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Minnesota 41-0215170 - -------------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer 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 - -------------------------------------------------------------------------------- None - -------- (Former name, former address and former fiscal year, if changed since last report.) 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 and (2) has been subject to such filing requirements for the past 90 days. The number of shares outstanding of common stock as of May 2, 1998 was 439,069,095.
DAYTON HUDSON CORPORATION AND SUBSIDIARIES TABLE OF CONTENTS <TABLE> <CAPTION> PAGE NO. <S> <C> PART I FINANCIAL INFORMATION: ITEM 1 - FINANCIAL STATEMENTS Condensed Consolidated Results of Operations for the Three Months and Twelve Months ended May 2, 1998 and May 3, 1997 1 Condensed Consolidated Statements of Financial Position at May 2, 1998, January 31, 1998 and May 3, 1997 2 Condensed Consolidated Statements of Cash Flows for the Three Months ended May 2, 1998 and May 3, 1997 3 Notes to Condensed Consolidated Financial Statements 4-6 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION 7-11 PART II OTHER INFORMATION: ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 13 Signatures 14 Exhibit Index 15 </TABLE>
PART I. FINANCIAL INFORMATION CONDENSED CONSOLIDATED Dayton Hudson Corporation RESULTS OF OPERATIONS and Subsidiaries <TABLE> <CAPTION> (Millions of Dollars, Except Per Share Data) Three Months Ended Twelve Months Ended - ------------------------------------------------------------------------------------------------------------------------ MAY 2, May 3, MAY 2, May 3, (Unaudited) 1998 1997 1998 1997 - ------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> REVENUES $6,468 $5,889 $28,336 $25,879 COSTS AND EXPENSES: Cost of retail sales, buying and occupancy 4,727 4,253 20,794 18,932 Selling, publicity and administrative 1,074 1,034 4,571 4,340 Depreciation and amortization 184 170 705 663 Interest expense, net 96 107 408 440 Taxes other than income taxes 122 117 475 450 Real estate repositioning charge - - - 134 - ------------------------------------------------------------------------------------------------------------------------ Total Costs and Expenses 6,203 5,681 26,953 24,959 - ------------------------------------------------------------------------------------------------------------------------ EARNINGS BEFORE INCOME TAXES AND EXTRAORDINARY CHARGES 265 208 1,383 920 Provision for Income Taxes 105 82 546 363 - ------------------------------------------------------------------------------------------------------------------------ NET EARNINGS BEFORE EXTRAORDINARY CHARGES 160 126 837 557 Extraordinary Charges from Purchase and Redemption of Debt, Net of Tax 2 21 32 31 - ------------------------------------------------------------------------------------------------------------------------ NET EARNINGS $ 158 $ 105 $ 805 $ 526 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ BASIC EARNINGS PER SHARE: Earnings Before Extraordinary Charges $ .36 $ .28 $ 1.87 $ 1.24 Extraordinary Charges .01 .05 .08 .07 - ------------------------------------------------------------------------------------------------------------------------ BASIC EARNINGS PER SHARE $ .35 $ .23 $ 1.79 $ 1.17 - ------------------------------------------------------------------------------------------------------------------------ DILUTED EARNINGS PER SHARE: Earnings Before Extraordinary Charges $ .34 $ .27 $ 1.77 $ 1.18 Extraordinary Charges .01 .05 .07 .07 - ------------------------------------------------------------------------------------------------------------------------ DILUTED EARNINGS PER SHARE $ .33 $ .22 $ 1.70 $ 1.11 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ DIVIDENDS DECLARED PER COMMON SHARE $ .09 $ .08 $ .34 $ .32 AVERAGE COMMON SHARES OUTSTANDING (Millions): Basic 438.6 434.8 437.1 433.9 Diluted 466.6 462.4 464.7 461.6 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ </TABLE> See accompanying Notes to Condensed Consolidated Financial Statements. 1
CONDENSED CONSOLIDATED STATEMENTS Dayton Hudson Corporation OF FINANCIAL POSITION and Subsidiaries <TABLE> <CAPTION> MAY 2, January 31, May 3, (Millions of Dollars) 1998 1998* 1997 - ----------------------------------------------------------------------------------------------- ASSETS (UNAUDITED) (Unaudited) <S> <C> <C> <C> CURRENT ASSETS Cash and cash equivalents $ 249 $ 211 $ 257 Retained securitized receivables 1,351 1,555 1,547 Merchandise inventories 3,569 3,251 3,330 Other 623 544 391 - ----------------------------------------------------------------------------------------------- Total Current Assets 5,792 5,561 5,525 PROPERTY AND EQUIPMENT 11,847 11,513 10,593 Accumulated depreciation (3,527) (3,388) (3,042) ------ ------ ------ Property and Equipment, net 8,320 8,125 7,551 OTHER 608 505 491 - ----------------------------------------------------------------------------------------------- TOTAL ASSETS $14,720 $14,191 $13,567 - ----------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' INVESTMENT CURRENT LIABILITIES Accounts payable $ 2,723 $ 2,727 $ 2,356 Current portion of long-term debt and notes payable 538 273 338 Other 1,347 1,556 1,329 - ----------------------------------------------------------------------------------------------- Total Current Liabilities 4,608 4,556 4,023 LONG-TERM DEBT 4,760 4,425 5,000 DEFERRED INCOME TAXES AND OTHER 731 720 623 CONVERTIBLE PREFERRED STOCK, NET 24 30 44 SHAREHOLDERS' INVESTMENT 4,597 4,460 3,877 - ----------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $14,720 $14,191 $13,567 - ----------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- COMMON SHARES OUTSTANDING (Millions) 439.1 437.8 435.3 - ----------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- </TABLE> * The January 31, 1998 Consolidated Statement of Financial Position is condensed from the audited financial statement. See accompanying Notes to Condensed Consolidated Financial Statements. 2
CONDENSED CONSOLIDATED Dayton Hudson Corporation STATEMENTS OF CASH FLOWS and Subsidiaries <TABLE> <CAPTION> (Millions of Dollars) Three Months Ended - ------------------------------------------------------------------------------ MAY 2, May 3, (Unaudited) 1998 1997 - ------------------------------------------------------------------------------ <S> <C> <C> OPERATING ACTIVITIES Net earnings before extraordinary charges $160 $126 Reconciliation to cash flow: Depreciation and amortization 184 169 Deferred tax provision 44 (28) Other non-cash items affecting earnings 11 (3) Changes in operating accounts providing/(requiring) cash: Retained securitized receivables 250 173 Merchandise inventories (291) (300) Accounts payable (91) (188) Accrued liabilities (120) 1 Income taxes payable (102) (9) Other (118) 31 - ------------------------------------------------------------------------------ Cash Flow Required by Operations (73) (28) - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ INVESTING ACTIVITIES Expenditures for property and equipment (378) (254) Proceeds from disposals of property and equipment 22 102 Acquisition of subsidiaries, net (100) - - ------------------------------------------------------------------------------ Cash Flow Required for Investing Activities (456) (152) - ------------------------------------------------------------------------------ Net Financing Requirements (529) (180) - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ FINANCING ACTIVITIES Increase in notes payable, net 682 319 Reductions of long-term debt (85) (209) Sale of subsidiary preferred stock - 160 Dividends paid (45) (40) Other 15 6 - ------------------------------------------------------------------------------ Cash Flow Provided by Financing Activities 567 236 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ Net Increase in Cash and Cash Equivalents 38 56 Cash and Cash Equivalents at Beginning of Period 211 201 - ------------------------------------------------------------------------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $249 $257 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ </TABLE> Amounts in this statement are presented on a cash basis and therefore may differ from those shown elsewhere in this 10-Q report. Cash paid for income taxes was $163 million and $133 million during the first three months of 1998 and 1997, respectively. Cash paid for interest (including interest capitalized) in the first three months of 1998 and 1997 was $76 million and $89 million, respectively. See accompanying Notes to Condensed Consolidated Financial Statements. 3
NOTES TO CONDENSED CONSOLIDATED Dayton Hudson Corporation FINANCIAL STATEMENTS and Subsidiaries ACCOUNTING POLICIES The accompanying condensed consolidated financial statements should be read in conjunction with the financial statement disclosures contained in our 1997 Annual Shareholders' Report throughout pages 25-36. As explained on page 35 of the Annual Report, the same accounting policies are followed in preparing quarterly financial data as are followed in preparing annual data. In the opinion of management, all adjustments necessary for a fair presentation of quarterly operating results are reflected herein and are of a normal, recurring nature. Due to the seasonal nature of the retail industry, quarterly earnings are not necessarily indicative of the results that may be expected for the full fiscal year. INTERNAL USE SOFTWARE We adopted Statement of Position (SOP) 98-1 "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" in first quarter 1998. The adoption resulted in expense savings which increased first quarter pre-tax earnings by approximately $15 million ($.02 per share), which partially offset our other systems expenses. PER SHARE DATA References to earnings per share relate to diluted earnings per share. <TABLE> <CAPTION> Basic EPS Diluted EPS - ---------------------------------------------------------------------------------------------------------------------------------- Three Months Twelve Months Three Months Twelve Months Ended Ended Ended Ended - ---------------------------------------------------------------------------------------------------------------------------------- MAY 2, May 3, MAY 2, May 3, MAY 2, May 3 MAY 2 May 3, 1998 1997 1998 1997 1998 1997, 1998, 1997 - ---------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Net earnings* $ 160 $ 126 $ 837 $ 557 $ 160 $ 126 $ 837 $ 557 Less: ESOP net earnings adjustment (5) (5) (20) (20) (3) (3) (13) (13) - ---------------------------------------------------------------------------------------------------------------------------------- Adjusted net earnings* $ 155 $ 121 $ 817 $ 537 $ 157 $ 123 $ 824 $ 544 - ---------------------------------------------------------------------------------------------------------------------------------- Weighted average common shares outstanding 438.6 434.8 437.1 433.9 438.6 434.8 437.1 433.9 Performance shares - - - - 1.0 1.5 1.2 1.6 Stock options - - - - 5.5 3.3 4.4 2.8 Assumed conversion of ESOP preferred shares - - - - 21.5 22.8 22.0 23.3 - ---------------------------------------------------------------------------------------------------------------------------------- Total common equivalent shares outstanding 438.6 434.8 437.1 433.9 466.6 462.4 464.7 461.6 - ---------------------------------------------------------------------------------------------------------------------------------- Earnings Per Share* $ .36 $ .28 $ 1.87 $ 1.24 $ .34 $ .27 $ 1.77 $ 1.18 - ---------------------------------------------------------------------------------------------------------------------------------- </TABLE> *Before extraordinary charges 4
LONG-TERM DEBT During the first quarter, we repurchased approximately $12 million of high-coupon debt for $15 million, resulting in an after-tax extraordinary charge of $2 million ($.01 per share). The replacement of this debt with lower interest rate financing is expected to result in future interest expense savings. The debt repurchased had an average interest rate of 10 percent and an average remaining life of approximately 12 years. ACQUISITIONS Effective February 1, 1998, we acquired The Associated Merchandising Corporation, an international sourcing company for our three operating divisions and other retailers. Effective April 15, 1998, we acquired a direct marketing firm, Rivertown Trading Company. Both subsidiaries are included in the consolidated financial statements. Their revenues and operating results are included in "Corporate and other" and were immaterial in the quarter. SEGMENT DISCLOSURES (millions of dollars) Revenues by segment were as follows: <TABLE> <CAPTION> Three Months Ended Twelve Months Ended ---------------------- ---------------------- MAY 2, May 3, MAY 2, May 3, 1998 1997 1998 1997 ------- ------- ------- ------- <S> <C> <C> <C> <C> Target $4,807 $4,254 $20,921 $18,384 Mervyn's 890 946 4,171 4,348 DSD 726 689 3,199 3,147 Corporate and other 45 - 45 - ------- ------- ------- ------- Total revenues $6,468 $5,889 $28,336 $25,879 ------- ------- ------- ------- ------- ------- ------- ------- </TABLE> Pre-tax segment profit and reconciliation to pre-tax earnings were as follows: <TABLE> <CAPTION> Three Months Ended Twelve Months Ended ---------------------- ---------------------- MAY 2, May 3, MAY 2, May 3, 1998 1997 1998 1997 ------- ------- ------- ------- <S> <C> <C> <C> <C> Target $ 302 $ 252 $1,337 $1,166 Mervyn's 43 50 273 280 DSD 41 35 246 156 ------- ------- ------- ------- Total Pre-tax Segment Profit 386 337 1,856 1,602 LIFO provision - - (6) (9) Securitization adjustments: Interest equivalent (12) (6) (39) (25) SFAS 125 gain - 6 39 6 Interest expense (96) (107) (408) (440) Real estate repositioning charge - - - (134) Corporate and other (13) (22) (59) (80) ------- ------- ------- ------- Earnings before income taxes and extraordinary charge $ 265 $ 208 $1,383 $ 920 ------- ------- ------- ------- ------- ------- ------- ------- </TABLE> 5
SUBSEQUENT EVENT On May 28, 1998 we issued $200 million of long term debt maturing in 2010, and puttable in June 2000. In addition, we sold to a third party the right, in June 2000, to call and remarket these securities to their final maturity. 6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION FIRST QUARTER 1998 ANALYSIS OF OPERATIONS First quarter 1998 net earnings were $158 million, or $.33 per share, compared with $105 million, or $.22 per share, for the same period last year. First quarter 1998 net earnings included an extraordinary charge, net of tax, related to the early extinguishment of debt of $2 million ($.01 per share). First quarter 1997 net earnings included an extraordinary charge, net of tax, related to the early extinguishment of debt of $21 million ($.05 per share) and a pre-tax securitization gain of $6 million ($.01 per share). Excluding all unusual items, first quarter earnings per share were $.34 in 1998 and $.26 in 1997. The improvement in first quarter net earnings was due to strong sales and profit performance at Target and DSD. REVENUES AND COMPARABLE-STORE SALES Total revenues increased 9.8 percent to $6,468 million compared with $5,889 million for the same period a year ago. Total comparable-store sales (sales from stores open longer than one year) increased 5.2 percent. Year-over-year change in revenues and comparable-store sales by business segment was as follows : <TABLE> <CAPTION> Three Months Percentage Change ------------------------------------- Comparable-Store Revenues Sales ------------ ------------------ <S> <C> <C> Target 13.0% 5.9% Mervyn's (5.9) 0.4 DSD 5.4 6.9 ------------ ------------------ Total 9.8% 5.2% ------------ ------------------ ------------ ------------------ </TABLE> Target's revenue results reflect strong new and comparable-store sales growth, while Mervyn's total revenue decrease reflects stores closed in 1997. DSD's revenue and comparable-store sales results reflect continued improvement in merchandise content and store productivity. 7
PRE-TAX SEGMENT PROFIT Pre-tax segment profit is first-in, first-out (FIFO) earnings from operations before securitization effects, interest, corporate and other, and unusual items. Our first quarter pre-tax segment profit increased 15 percent to $386 million compared with $337 million for the same period a year ago. Year-over-year pre-tax segment profit growth was as follows: <TABLE> <CAPTION> Three Months Twelve Months Percentage Change Percentage Change ----------------- ----------------- <S> <C> <C> Target 20% 15% Mervyn's (13) (4) DSD 14 56 ----- ----- Total Pre-tax Segment Profit 15% 15% ----- ----- ----- ----- </TABLE> TARGET'S first quarter pre-tax profit increased 20 percent to $302 million compared with $252 million for the same period a year ago, reflecting comparable-store sales growth of 5.9 percent, and operating expense rate improvement. The operating expense rate favorability reflects strong sales leveraging and benefits from Target's multi-year expense reduction effort. In 1998, Target's gross margin rate is expected to be essentially even with 1997. Expense reduction will remain a priority; however, ongoing wage rate pressures within our competitive markets may challenge our ability to fully realize our planned savings of $60 to $70 million. MERVYN'S first quarter pre-tax profit decreased 13 percent to $43 million compared with $50 million for the same period a year ago, with comparable store-sales growth of 0.4 percent. The gross margin rate declined primarily due to higher markdowns while the operating expense rate improved modestly. Despite lost revenue and profits from the stores closed in 1997, Mervyn's is expected to achieve modest improvement in its 1998 profit margin rate through low single-digit comparable-store sales increases. The operating expense rate is expected to be essentially even with 1997. DSD'S first quarter pre-tax profit increased 14 percent to $41 million compared with $35 million for the same period a year ago, reflecting comparable-store sales growth of 6.9 percent and operating expense rate improvement, primarily due to increased store productivity. The gross margin rate was essentially even with the prior year. In 1998, we expect continued growth in DSD's pre-tax profit for the year, reflecting low-to-mid single digit comparable-store sales, and a modest increase in the gross margin rate. We also expect DSD's operating expense rate to be essentially unchanged from 1997. 8
OTHER PERFORMANCE FACTORS Our proprietary guest credit programs strategically support our core retail operations and are an integral component of each business segment. As such, credit contribution is reflected in each business segment's pre-tax profit. Net of all expenses, including bad debt expense, pre-tax contribution from guest credit increased over the prior year principally due to continued growth of the Target guest card. We expect to grow guest credit's contribution in 1998 by acquiring new accounts, refining guest loyalty programs and controlling bad debt expense. The last-in first-out (LIFO) provision, included in cost of retail sales, was zero for both first quarter 1998 and 1997. The cumulative LIFO provision was $92 million at May 2, 1998 and January 31, 1998, and $86 million at May 3, 1997. Our Consolidated Results of Operations include reductions of finance charge revenues and bad debt expense, the net effect of which reduced earnings by $12 and $6 million during the first quarter of 1998 and 1997, respectively. These amounts represent payments to holders of our sold securitized receivables and are included in our pre-tax earnings reconciliation on page 5 as "interest equivalent". Our current $800 million of sold securitized receivables will result in approximately $12 million of interest equivalent in each quarter they remain outstanding. For analytical purposes, management includes the interest equivalent discussed above in interest expense. In first quarter 1998, combined interest expense and interest equivalent was $5 million lower than 1997 due to a lower average portfolio rate. In first quarter 1997, combined interest expense and interest equivalent was $2 million lower than 1996 due to lower average funded balances. For the balance of the year, combined interest expense and interest equivalent is expected to be similar to, or slightly above, 1997 as continued portfolio rate favorability is expected to substantially offset the effect of somewhat higher average funded balances. The effective income tax rate was 39.5 percent in both 1998 and 1997. 9
ANALYSIS OF FINANCIAL CONDITION Our financial condition remains strong. We continue to fund the growth in our business through a combination of retained earnings, debt, and sold securitized receivables. The ratio of debt to total capitalization attributable to our retail operations was 49 percent at the end of first quarter 1998, compared with 52 percent a year ago and 45 percent at year end. Due to the seasonality of our business, quarterly comparisons will fluctuate, but we expect our debt ratio to continue to be below last year for the balance of 1998. At May 2, 1998, working capital was $1,184 million, down 21 percent compared with a year ago. Retained securitized receivables declined 13 percent from year end, reflecting a typical reduction from seasonally high levels. Retained securitized receivables also decreased 13 percent from first quarter last year, reflecting $400 million of securitized receivables sold in third quarter 1997. Compared with last year, merchandise inventories increased approximately $239 million, or 7 percent, as a result of new store growth at Target, partially offset by good inventory control at all divisions. The inventory growth was more than fully funded by a $367 million, or 16 percent, increase in accounts payable. Capital expenditures for the first three months of 1998 were $378 million, compared with $254 million for the same period a year ago. Approximately 86 percent of the current year expenditures were made by Target, 8 percent by Mervyn's and 6 percent by DSD. STORE DATA During the quarter, we opened 11 net new Target stores. At May 2, 1998, Target operated 807 stores in 39 states, Mervyn's operated 269 stores in 14 states and DSD operated 65 stores in nine states. Retail square footage was as follows: <TABLE> <CAPTION> (In thousands, reflects total square feet, MAY 2, January 31, May 3, less office, warehouse and vacant space) 1998 1998 1997 - ---------------------------------------------------------------------------------- <S> <C> <C> <C> Target 88,795 87,158 81,353 Mervyn's 21,810 21,810 22,424 DSD 14,090 14,090 13,995 - ---------------------------------------------------------------------------------- Total Retail Square Footage 124,695 123,058 117,772 - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- </TABLE> 10
FORWARD-LOOKING STATEMENTS The preceding Management's Discussion and Analysis contains forward-looking statements regarding the Company's performance, liquidity and the adequacy of its capital resources. Those statements are based on management's current assumptions and expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. As a result, the Company cautions that the forward-looking statements are qualified by the risks of increased competition, shifting consumer demand, changing consumer credit markets and general economic conditions, hiring and retaining effective team members, sourcing merchandise from domestic and international vendors, preparing for the impact of year 2000, and other risks and uncertainties. As a result, while management believes that there is a reasonable basis for the forward-looking statements, undue reliance should not be placed on those statements. Readers are encouraged to review Exhibit (99)C. attached to the Company's Form 10-K Report for the year ended January 31, 1998 which contains additional important factors that may cause actual results to differ materially from those predicted in the forward-looking statements. 11
PART II. OTHER INFORMATION ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS a) The Company held its Annual Shareholders' Meeting on May 20, 1998. c) (1). The shareholders voted for four director nominees for three-year terms. The vote was as follows: <TABLE> <CAPTION> Name of Candidate For Withheld ----------------- ----------- --------- <S> <C> <C> Michele J. Hooper 199,950,008 2,166,767 Susan A. McLaughlin 199,972,652 2,144,123 Anne M. Mulcahy 199,953,234 2,163,541 Stephen W. Sanger 199,971,730 2,145,045 </TABLE> There were no abstentions and no broker non-votes. (2). The shareholders voted to approve the appointment of Ernst & Young LLP as independent auditors of the Corporation for fiscal year 1998. The vote was 201,491,513 for, 236,586 against and 388,676 abstentions. There were no broker non-votes. 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits (2). Not applicable (3)A. Restated Articles of Incorporation (as amended April 30, 1998). (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. (11). Not applicable (12). Statements re Computations of Ratios (15). Not applicable (18). Not applicable (19). Not applicable (22). Not applicable (23). Not applicable (24). Not applicable (27). Financial Data Schedule b) Reports on Form 8-K. Registrant did not file any reports on Form 8-K during the quarter ended May 2, 1998. 13
SIGNATURES Pursuant to the requirements 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 Registrant Date: June 11, 1998 By /s/ Douglas A. Scovanner -------------------------- Douglas A. Scovanner Senior Vice President and Chief Financial Officer Date: June 11, 1998 By /s/ J.A. Bogdan -------------------------- JoAnn Bogdan Controller and Chief Accounting Officer 14
EXHIBIT INDEX <TABLE> <CAPTION> <S> <C> (3)A. Restated Articles of Incorporation (as amended April 30, 1998) (12). Statements re Computations of Ratios (27). Financial Data Schedule </TABLE> 15