<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 October 28, 1995
-----------------
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 October 28, 1995 was
71,901,403.
<PAGE>
DAYTON HUDSON CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
PART I FINANCIAL INFORMATION: NO.
ITEM 1 - FINANCIAL STATEMENTS
Condensed Consolidated Results of Operations for the Three 1
Months, Nine Months and Twelve Months ended October 28, 1995
and October 29, 1994
Condensed Consolidated Statements of Financial Position at 2
October 28, 1995, January 28, 1995 and October 29, 1994
Condensed Consolidated Statements of Cash Flows for the Nine 3
Months ended October 28, 1995 and October 29, 1994
Notes to Condensed Consolidated Financial Statements 4
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS 5-9
AND FINANCIAL CONDITION
PART II OTHER INFORMATION:
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 10
Signatures 11
Exhibit Index 12
<PAGE>
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 Nine Months Ended Twelve Months Ended
- -----------------------------------------------------------------------------------------------------------------------------------
OCTOBER 28, October 29, OCTOBER 28, October 29, OCTOBER 28, October 29,
(Unaudited) 1995 1994 1995 1994 1995 1994
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
REVENUES $5,573 $5,046 $15,566 $14,313 $22,564 $20,594
COSTS AND EXPENSES
Cost of retail sales, buying and occupancy 4,113 3,695 11,513 10,467 16,682 15,061
Selling, publicity and administrative 1,027 910 2,861 2,604 3,888 3,524
Depreciation 148 136 431 396 566 517
Interest expense, net 111 108 326 319 433 428
Taxes other than income taxes 103 88 299 273 399 364
- -----------------------------------------------------------------------------------------------------------------------------------
Total Costs and Expenses 5,502 4,937 15,430 14,059 21,968 19,894
- -----------------------------------------------------------------------------------------------------------------------------------
Earnings Before Income Taxes 71 109 136 254 596 700
Provision for Income Taxes 27 42 53 99 234 267
- -----------------------------------------------------------------------------------------------------------------------------------
NET EARNINGS $ 44 $ 67 $ 83 $ 155 $ 362 $ 433
===================================================================================================================================
PRIMARY EARNINGS PER SHARE $ 0.54 $ 0.86 $ 0.95 $ 1.96 $ 4.75 $ 5.76
FULLY DILUTED EARNINGS PER SHARE $ 0.53 $ 0.83 $ 0.95 $ 1.90 $ 4.57 $ 5.51
===================================================================================================================================
DIVIDENDS DECLARED PER COMMON SHARE $ 0.44 $ 0.42 $ 1.32 $ 1.26 $ 1.74 $ 1.68
AVERAGE COMMON SHARES OUTSTANDING (MILLIONS):
Primary 72.4 72.0 72.3 72.0 72.1 72.0
Fully Diluted 76.4 76.3 76.4 76.3 76.3 76.2
===================================================================================================================================
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
1
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS Dayton Hudson Corporation
OF FINANCIAL POSITION and Subsidiaries
<TABLE>
<CAPTION>
OCTOBER 28, January 28, October 29,
(Millions of Dollars) 1995 1995* 1994
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS (Unaudited) (Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 177 $ 147 $ 173
Accounts receivable 1,338 1,810 1,551
Merchandise inventories 4,007 2,777 3,681
Other 198 225 145
- -------------------------------------------------------------------------------------------------------------------------------
Total Current Assets 5,720 4,959 5,550
PROPERTY AND EQUIPMENT 9,968 9,009 8,938
Accumulated depreciation (2,904) (2,624) (2,614)
------- ------- -------
Net Property and Equipment 7,064 6,385 6,324
OTHER 356 353 334
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $13,140 $11,697 $12,208
===============================================================================================================================
LIABILITIES AND COMMON SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES
Notes payable and current portion of long-term debt $ 625 $ 209 $ 554
Accounts payable 2,613 1,961 2,346
Other 1,091 1,220 1,071
- -------------------------------------------------------------------------------------------------------------------------------
Total Current Liabilities 4,329 3,390 3,971
LONG-TERM DEBT 4,968 4,488 4,712
DEFERRED INCOME TAXES AND OTHER 588 582 550
CONVERTIBLE PREFERRED STOCK 351 360 363
LOAN TO ESOP (122) (166) (179)
COMMON SHAREHOLDERS' INVESTMENT 3,026 3,043 2,791
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND COMMON SHAREHOLDERS' INVESTMENT $13,140 $11,697 $12,208
===============================================================================================================================
COMMON SHARES OUTSTANDING (MILLIONS) 71.9 71.7 71.6
===============================================================================================================================
* The January 28, 1995 Consolidated Statement of Financial Position is condensed from the audited financial statements.
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
2
<PAGE>
CONDENSED CONSOLIDATED Dayton Hudson Corporation
STATEMENTS OF CASH FLOWS and Subsidiaries
<TABLE>
<CAPTION>
(Millions of Dollars) Nine Months Ended
- -------------------------------------------------------------------------------------------
(Unaudited) OCTOBER 28, October 29,
1995 1994
- -------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 83 $ 155
Reconciliation to cash flow:
Depreciation 431 396
Deferred tax provision (24) (46)
Other noncash items affecting earnings 65 72
Changes in operating accounts providing/(requiring) cash:
Accounts receivable 72 (15)
Sale of accounts receivable 400 -
Merchandise inventories (1,230) (1,184)
Accounts payable 652 692
Other (91) 80
- -------------------------------------------------------------------------------------------
Cash Flow Provided by Operations 358 150
- -------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Expenditures for property, net (1,121) (796)
Other 3 9
- -------------------------------------------------------------------------------------------
Cash Flow Required for Investing Activities (1,118) (787)
- -------------------------------------------------------------------------------------------
Net Financing Requirements (760) (637)
- -------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Increase in notes payable 495 195
Additions to long-term debt 543 600
Reduction of long-term debt (146) (179)
Dividends paid (111) (108)
Other 9 (19)
- -------------------------------------------------------------------------------------------
Cash Flow Provided by Financing Activities 790 489
- -------------------------------------------------------------------------------------------
Net Increase/(Decrease) in Cash and Cash Equivalents 30 (148)
Cash and Cash Equivalents at Beginning of Period 147 321
- -------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 177 $ 173
===========================================================================================
</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 interest
(including interest capitalized) in the first nine months of 1995 and 1994 was
$290 million and $275 million, respectively. Cash paid for income tax payments
was $197 million and $244 million during the first nine months of 1995 and
1994, respectively.
See accompanying Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
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 the
Corporation's 1994 Annual Shareholders' Report throughout pages 21-32. As
explained on page 31 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, earnings for periods which
exclude the Christmas season are not indicative of the operating results that
may be expected for the full fiscal year.
MERCHANDISE INVENTORIES
The last-in, first-out (LIFO) provision, included in cost of retail sales, was
zero compared to a credit of $10 million ($.08 per share) for the third quarter
and nine-month period ended October 28, 1995 and October 29, 1994,
respectively.
The cumulative LIFO provision was $61 million at October 28, 1995 and January
28, 1995 and $70 million at October 29, 1994.
PER SHARE DATA
Primary earnings per share equal net earnings, less dividend requirements on
ESOP preferred stock, divided by the average number of common shares and common
share equivalents outstanding during the period. Fully diluted earnings per
share assumes conversion of the ESOP preferred stock into common stock. Net
earnings are adjusted for the additional expense required to fund the ESOP debt
service which results from the assumed replacement of the ESOP preferred
dividends with common stock dividends.
Earnings per share are calculated independently for each of the periods
presented and therefore the sum of the quarters may not equal the year-to-date
or twelve-month amounts.
References to earnings per share relate to fully diluted earnings per share.
SECURITIZATION TRANSACTION
During the third quarter, the Corporation transferred substantially all of its
customer receivables to a trust in return for certificates representing
undivided interests in the trust's assets. Concurrently, Dayton Hudson
Receivables Corporation, a subsidiary, sold to the public $400 million of
fixed-rate certificates, backed by the credit card receivables. This issue of
Class A asset-backed certificates has a three-year maturity and a certificate
rate of 6.10 percent. A $123 million issue of subordinated Class B asset-
backed certificates was retained by the Corporation and continues to be
classified in accounts receivable. The Corporation owns the remaining
undivided interest in the trust's assets and continues to service all
receivables for the trust. No gain or loss was recorded on the transaction.
Proceeds from the sale of the certificates were used to repay outstanding debt,
to fund internal credit expansion and for general corporate purposes.
4
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF OPERATIONS AND FINANCIAL CONDITION
THIRD QUARTER 1995
ANALYSIS OF OPERATIONS
For the third quarter ended October 28, 1995, net earnings were $44 million,
compared with $67 million for the same quarter last year. Net earnings were $83
million for the nine-month period, representing a decrease of 46% from $155
million for the same period in the prior year. Earnings per share for the third
quarter and the nine-month period were $.53 and $.95, respectively, compared
with $.83 and $1.90 per share for the same periods last year.
The following table illustrates the impact of the major factors contributing
to the changes in earnings per share:
<TABLE>
<CAPTION>
Three Nine
Months Months
--------------------------------------------------------
<S> <C> <C>
1994 Earnings Per Share $ .83 $ 1.90
Changes in earnings per share:
Revenues .39 .94
Gross margin rate (.31) (1.15)
Operating expense rate (.35) (.73)
Start-up expense .01 .05
Interest expense, net (.02) (.05)
Corporate expense and other (.02) (.01)
--------------------------------------------------------
1995 Earnings Per Share $ .53 $ .95
========================================================
</TABLE>
Target reported solid financial results in third quarter. Mervyn's results for
third quarter were lower than last year, but substantially better than the first
six-months of 1995, while the Department Store Division (DSD) reported weak
results. Strong growth at Target, our lowest margin and expense rate division,
continues to impact our business mix. As a result, for third quarter and for the
nine-months, the Corporation's overall revenue growth and operating expense
rates were favorably affected, while the gross margin rates were unfavorably
affected.
The strong total revenue increase for the quarter and the nine-month period
reflects strong sales volume growth at Target as well as increased finance-
charge and late-fee revenues. The gross margin rate for the quarter was
unfavorable to the prior year as a result of the change in business mix as well
as decreased margin at Mervyn's and DSD where increased promotional markdowns
were only partially offset by markup improvement. The year-to-date gross margin
rate was unfavorable to last year, primarily reflecting increased promotional
markdowns at both Mervyn's and DSD. In addition, a $10 million ($.08 per share)
LIFO credit recorded in the prior year third quarter unfavorably impacts the
gross margin rate comparisons. The overall third quarter and year-to-date
operating expense rate increases over the prior year were the result of
increased store payroll costs at Target, a combination of higher marketing
expenses and lower sales leveraging at both Mervyn's and DSD, and higher buying
and occupancy costs. These items were only partially offset by the positive
effect of the business mix.
5
<PAGE>
Revenues
--------
For the third quarter and nine-months, total revenues increased 10% and 9%,
respectively. Comparable-store revenues (revenues from stores open longer
than a year) increased 4% and 3%, respectively.
Revenues by business segment were as follows:
<TABLE>
<CAPTION>
(Millions of dollars) Three Months Ended Percentage Change
----------------------- -----------------
OCTOBER 28, October 29, All Comparable
1995 1994 Stores Stores
---------- ----------- ------ -----------
<S> <C> <C> <C> <C>
Target $ 3,666 $ 3,143 17% 8%
Mervyn's 1,110 1,103 1 (3)
Department Store Division 797 800 - (2)
------- ------- -- --
TOTAL $ 5,573 $ 5,046 10% 4%
======= ======= == ==
Nine Months Ended Percentage Change
----------------------- -----------------
OCTOBER 28, October 29, All Comparable
1995 1994 Stores Stores
---------- ---------- ------ ----------
<S> <C> <C> <C> <C>
Target $10,337 $ 9,046 14% 6%
Mervyn's 3,054 3,114 (2) (4)
Department Store Division 2,175 2,153 1 1
------- ------- -- --
TOTAL $15,566 $14,313 9% 3%
======= ======= == ==
</TABLE>
Target's strong third quarter and nine-month total revenue growth reflected
new store expansion combined with a solid improvement in base business
revenues. Although Mervyn's reported a comparable-store revenue decline in
both the third quarter and the nine-month period, total and comparable-store
revenues have gradually improved during the year, primarily reflecting the
results of its new promotional strategy, which was implemented during the
third quarter. DSD reported weak total and comparable-store revenue results
for both the third quarter and nine-month period, primarily due to reduced
customer response to promotional events.
Operating Profit
----------------
Overall operating profit decreased 13% for the quarter, primarily reflecting
reduced profitability for DSD and lower operating results at Mervyn's,
partially offset by continuing solid performance at Target. Operating profit
declined 18% for the nine-month period. (Operating profit is LIFO earnings
from operations before corporate expense, interest and income taxes.)
6
<PAGE>
As a result of the securitization of accounts receivable, total operating
profit reflects a reduction of finance charge revenue, in addition to a
reduction of bad debt expense. The net impact to third quarter operating
profit, approximately $3 million, is reflected proportionately (based on
respective receivable balances) as a reduction to each division's operating
profit results. The overall net decrease is offset by a comparable savings in
interest expense as a result of the replacement of debt with the
securitization proceeds.
TARGET reported a moderate improvement in operating profit for the third
quarter and nine-month period, primarily the result of strong revenue
performance, in comparison to very strong performance for the same periods in
the prior year. Target's gross margin rate for the quarter and nine-months
was essentially unchanged from prior year as a slight decrease in markup was
offset by a reduction in promotional markdowns. The operating expense rate
increased for both the third quarter and nine-month period, principally due to
higher store expenses associated with starting-wage rate increases and
enhancing guest services.
MERVYN'S operating profit results reflected a decline in the third quarter and
a significant decline for the nine-month period, relative to the prior year.
Third quarter operating profit showed considerable improvement compared with
the first six months, which was essentially zero. Mervyn's third quarter
gross margin rate declined slightly relative to prior year but improved
significantly in comparison to the first six months. The improvement was
primarily the result of Mervyn's third quarter markup and markdown rates
aligning with the profit formula established as part of its more aggressive
promotional strategy. The gross margin rate declined significantly for the
nine-month period, primarily the result of significantly higher promotional
markdowns only partially offset by markup improvement. The operating expense
rates deteriorated in both periods relative to prior year, reflecting lower
sales leveraging, increased marketing expenses, and higher buying and
occupancy costs.
Mervyn's will continue to focus on improved sales performance through
refocused marketing efforts and improved profitability through continued gross
margin improvement, reduced expenses and operating expense rate leveraging.
As a result, management anticipates that Mervyn's fourth quarter operating
profit will likely be equal to or greater than prior year's fourth quarter,
excluding the year-over-year impact of the LIFO provision, and will further
improve over time.
DSD recorded a significant decline in its third quarter and nine-month period
operating profit compared to the same periods last year, primarily as a result
of weak comparable-sales growth. The gross margin rate declined in both
periods due to a significant increase in promotional markdowns, partially
offset by increased markup. The operating expense rates rose principally due
to increases in marketing expenses, depreciation on newly remodeled stores and
buying and occupancy costs.
DSD has announced a strategy intended to restore the operating division to its
department store heritage. The key components to this strategy, which should
be implemented by Spring 1996, include an increased focus on a better
merchandise mix, more uniqueness in assortments, a reduction in the number of
store-wide promotions and a greater emphasis on customer service. DSD's
objective is to return to a framework which includes more moderate-to-better
merchandise, an upscale shopping environment and good customer service.
7
<PAGE>
Under the new strategy, a decrease in promotional sales is expected to be
offset by an increase in the regular price business and an increase in the
impact from the major promotional events. In addition, DSD's clearance
markdowns are expected to increase as a result of an accelerated, steeper and
standardized markdown program intended to improve inventory turnover and
merchandise flow. The higher clearance markdowns are expected to be offset by
lower promotional markdowns as the level of promotions is restored to historic
levels. The increase in store costs, associated with enhanced customer
service, is expected to be offset by reductions in marketing expenses related
to fewer promotional events. Management anticipates that the financial
implications of these strategic changes will have no short-term operating
profit impact, yet long-term positive results.
Looking forward to the fourth quarter, due to a combination of weakness in
sales at Mervyn's and DSD and the growth in lower margin merchandise sales at
Target, management is concerned about the level of profitability for the
quarter, and remains cautious about the holiday retail season overall.
Other Performance Factors
-------------------------
The last-in first-out (LIFO) provision was zero for the third quarter and
nine-month period ended October 28, 1995, compared with a credit of $10
million ($.08 per share) for the same periods last year. Management does not
currently expect a material LIFO charge or credit for the total year.
Net interest expense increased $3 million ( $.02 per share) in the third
quarter and $7 million ($.05 per share) for the first nine-months of 1995
compared with the same periods last year, as higher average debt balances were
partially offset by lower average portfolio interest rates. This trend is
expected to continue through the remainder of 1995. As a result of the
accounts receivable securitization transaction, the Corporation should
continue to realize interest expense savings due to the replacement of debt
with the securitization proceeds.
At the end of third quarter, the estimated annual effective income tax rate
for 1995 is 39.2%. This compares with an estimated rate of 39.0% in third
quarter 1994.
ANALYSIS OF FINANCIAL CONDITION
The company's financial condition remains strong. The ratio of debt to total
capitalization was 63%, compared with 61% a year ago and 57% at year end.
This debt ratio calculation includes the off-balance sheet operating leases
and the $400 million of securitized accounts receivable. The debt ratio
calculated on a balance-sheet-only-basis was 59% at the end of third quarter
1995, compared to 59% and 54%, for 1994 third quarter and year end,
respectively. The higher ratio at the end of 1995 third quarter in comparison
to year end reflects a seasonal build-up of inventories and the additional
capital invested in new stores and remodels.
At October 28, 1995, working capital was $1,391 million, or 12% lower than a
year ago. Accounts receivable decreased 14% compared to a year ago,
reflecting the sale of $400 million of receivables. Accounts receivable
decreased 26% from year-end due to the sale of receivables as well as the
typical reduction from a seasonal high balance.
8
<PAGE>
Merchandise inventories and accounts payable increased 9% and 11%,
respectively, compared to third quarter 1994, primarily as a result of new
store growth. Merchandise inventories and accounts payable increased 44% and
33%, respectively, compared to year-end, due to new store growth and the
seasonal build-up of inventories.
Capital expenditures for the nine-month period were $1.1 billion, compared
with $796 million for the same period a year ago, reflecting the additional
capital invested in new stores and store remodels. Approximately 67% of these
expenditures were made by Target, 21% by Mervyn's, 11% by DSD and 1% by
Corporate.
Capital investment in 1996 is expected to be approximately $1.4 billion for
the construction of new stores, remodeling of existing stores and other
capital support. In the upcoming year, Target plans to open 65 to 75 net new
stores in existing and new markets and add two new distribution centers.
Mervyn's plans to open four to six new stores in existing markets and DSD
plans to open a Twin Cities Dayton's store, a Detroit Hudson's store and two
Marshall Field's Home stores in Chicago.
STORE DATA
At October 28, 1995, Target operated 673 stores in 33 states, Mervyn's
operated 295 stores in 16 states and DSD operated 64 stores in nine states,
for a total of 1,032 stores in 34 states. During the quarter, the Corporation
opened 28 Target stores, two Mervyn's stores and one DSD store.
Retail square footage was as follows:
<TABLE>
<CAPTION>
OCTOBER 28, January 28, October 29,
(In thousands) 1995 1995 1994
---------------------------------------------------------
<S> <C> <C> <C>
Target 71,200 64,446 64,175
Mervyn's 24,160 23,130 23,068
DSD 14,099 13,824 13,824
---------------------------------------------------------
Total 109,459 101,400 101,067
=========================================================
</TABLE>
9
<PAGE>
PART II. OTHER INFORMATION
---------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
(2). Not applicable
(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.
(10). Not applicable
(11). Statements re Computations of Per Share Earnings
(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
(99). Not applicable
b) Reports on Form 8-K. Registrant did not file any reports on Form 8-K
during the quarter ended October 28, 1995.
10
<PAGE>
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: December 8, 1995 By /s/ Douglas A. Scovanner
------------------------------
Douglas A. Scovanner
Senior Vice President and
Chief Financial Officer
Date: December 8, 1995 By /s/ J.A. Bogdan
------------------------------
JoAnn Bogdan
Controller and
Chief Accounting Officer
11
<PAGE>
Exhibit Index
-------------
(11). Statements re Computations of Per Share Earnings
(12). Statements re Computations of Ratios
(27). Financial Data Schedule
12
<PAGE>
EXHIBIT (11)
DAYTON HUDSON CORPORATION AND SUBSIDIARIES
COMPUTATIONS OF PER SHARE EARNINGS
(MILLIONS OF DOLLARS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------------------- ----------------------------------
Oct. 28, 1995 Oct. 29, 1994 Oct. 28, 1995 Oct. 29, 1994
---------------- ---------------- ---------------- ----------------
Earnings Shares Earnings Shares Earnings Shares Earnings Shares
-------- ------ -------- ------ -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Primary Computations
- --------------------
Net earnings $ 44 $ 67 $ 83 $ 155
Less: Dividend
requirements on ESOP
preferred shares, net of
tax benefit
on unallocated shares (5) (5) (15) (14)
----- ------ ----- -----
Adjusted net earnings $ 39 $ 62 $ 68 $ 141
===== ====== ===== =====
Average common shares
outstanding 71.9 71.6 71.8 71.6
Average number of common
share equivalents:
Stock options 0.2 0.2 0.2 0.2
Performance shares 0.3 0.2 0.3 0.2
---- ---- ---- ----
Adjusted common equivalent
shares outstanding-primary 72.4 72.0 72.3 72.0
==== ==== ==== ====
PRIMARY EARNINGS PER SHARE $0.54 $0.86 $0.95 $1.96
===== ===== ===== =====
Fully Diluted Computations
- --------------------------
Net earnings $ 44 $ 67 $ 83 $ 155
Less: Earnings impact of
assumed ESOP preferred
share conversion, net
of tax benefit on
unallocated shares (4) (3) (10) (10)
----- ------ ----- -----
Adjusted net earnings $ 40 $ 64 $ 73 $ 145
===== ====== ===== =====
Average common and common
equivalent
shares-primary 72.4 72.0 72.3 72.0
Additional common stock
equivalents
attributable to
application of the
treasury stock method - 0.1 - 0.1
Assumed conversion of ESOP
preferred shares 4.0 4.2 4.1 4.2
Adjusted common equivalent ---- ---- ---- ----
shares outstanding-fully
diluted 76.4 76.3 76.4 76.3
==== ==== ==== ====
FULLY DILUTED EARNINGS PER
SHARE $0.53 $ 0.83 $0.95 $1.90
===== ====== ===== =====
AVERAGE ALLOCATED ESOP
PREFERRED SHARES
OUTSTANDING (IN
MILLIONS) 2.6 2.1 2.5 2.0
==== ==== ==== ====
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Twelve Months Ended
----------------------------------
Oct. 28, 1995 Oct. 29, 1994
---------------- ----------------
Earnings Shares Earnings Shares
-------- ------ -------- ------
<S> <C> <C> <C> <C>
Primary Computations
- --------------------
Net earnings $ 362 $ 433
Less: Dividend
requirements on ESOP
preferred shares, net of
tax benefit
on unallocated shares (19) (18)
----- -----
Adjusted net earnings $ 343 $ 415
===== =====
Average common shares
outstanding 71.7 71.6
Average number of common
share equivalents:
Stock options 0.1 0.2
Performance shares 0.3 0.2
---- ----
Adjusted common equivalent
shares outstanding-primary 72.1 72.0
==== ====
PRIMARY EARNINGS PER SHARE $4.75 $5.76
===== =====
Fully Diluted Computations
- --------------------------
Net earnings $ 362 $ 433
Less: Earnings impact of
assumed ESOP preferred
share conversion, net
of tax benefit on
unallocated shares (13) (13)
----- -----
Adjusted net earnings $ 349 $ 420
===== =====
Average common and common
equivalent
shares-primary 72.1 72.0
Additional common stock
equivalents
attributable to
application of the
treasury stock method - -
Assumed conversion of ESOP
preferred shares 4.2 4.2
---- ----
Adjusted common equivalent
shares outstanding-fully
diluted 76.3 76.2
==== ====
FULLY DILUTED EARNINGS PER
SHARE $4.57 $5.51
===== =====
AVERAGE ALLOCATED ESOP
PREFERRED SHARES
OUTSTANDING (IN
MILLIONS) 2.1 1.6
=== ===
</TABLE>
<PAGE>
EXHIBIT (12)
DAYTON HUDSON CORPORATION AND SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
FOR THE NINE MONTHS ENDED OCTOBER 28, 1995 AND OCTOBER 29, 1994
AND FOR THE FIVE YEARS ENDED JANUARY 28, 1995
(MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
Nine Months Ended Fiscal Year Ended
----------------- --------------------------------------------------
Oct. 28, Oct. 29, Jan. 28, Jan. 29, Jan. 30, Feb. 1, Feb. 2,
1995 1994 1995 1994 1993 1992 1991
------- ------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Consolidated net earnings.................... $ 83 $155 $ 434 $ 375 $ 383 $301 $ 412
Income taxes................................. 53 99 280 232 228 171 249
---- ---- ----- ----- ----- ---- -----
Total earnings........................... 136 254 714 607 611 472 661
---- ---- ----- ----- ----- ---- -----
Fixed charges:
Interest expense............................. 341 328 439 459 454 421 333
Dividends on preferred stock
(pre-tax basis)........................... 28 29 39 39 39 39 39
Interest portion of rental expense........... 48 38 56 45 43 39 46
---- ---- ----- ----- ----- ---- -----
Total fixed charges...................... 417 395 534 543 536 499 418
Less:
Dividends on preferred stock
(pre-tax basis)........................... (28) (29) (39) (39) (39) (39) (39)
Capitalized interest.......................... (11) (5) (7) (5) (6) (11) (8)
---- ---- ----- ----- ----- ---- -----
Fixed charges in earnings................. 378 361 488 499 491 449 371
---- ---- ----- ----- ----- ---- -----
Earnings available for fixed charges............ $514 $615 $1,202 $1,106 $1,102 $921 $1,032
==== ==== ====== ====== ====== ==== ======
Ratio of earnings to fixed charges.............. 1.23 1.56 2.25 2.04 2.06 1.85 2.47
==== ==== ====== ====== ====== ==== ======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
Dayton Hudson Corporation's Form 10Q for the third quarter ended October 28,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-03-1996
<PERIOD-START> JAN-29-1995
<PERIOD-END> OCT-28-1995
<CASH> 177
<SECURITIES> 0
<RECEIVABLES> 1400
<ALLOWANCES> 62
<INVENTORY> 4007
<CURRENT-ASSETS> 5720
<PP&E> 9968
<DEPRECIATION> 2904
<TOTAL-ASSETS> 13140
<CURRENT-LIABILITIES> 4329
<BONDS> 4968
<COMMON> 72
351
0
<OTHER-SE> 2954
<TOTAL-LIABILITY-AND-EQUITY> 13140
<SALES> 15277
<TOTAL-REVENUES> 15566
<CGS> 11513
<TOTAL-COSTS> 11513
<OTHER-EXPENSES> 3516
<LOSS-PROVISION> 75
<INTEREST-EXPENSE> 326
<INCOME-PRETAX> 136
<INCOME-TAX> 53
<INCOME-CONTINUING> 83
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 83
<EPS-PRIMARY> 0.95
<EPS-DILUTED> 0.95
</TABLE>
