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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
- -- OF 1934
For the fiscal year ended January 28, 1998
or
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from____________to____________.
Commission File No. 1-327
KMART CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-0729500
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 West Big Beaver Road - Troy, Michigan 48084
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (248) 643-1000
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT
OF 1934:
Name of each Exchange
Title of each class on which registered
------------------- --------------------
Common Stock, $1.00 par value New York, Pacific and Chicago Exchanges
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE SECURITIES EXCHANGE ACT
OF 1934: 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. [ ]
The aggregate market value of voting stock including common stock, held by
non-affiliates of the registrant on March 25, 1998 was $8,087,934,327. The
market value of the common stock is based on the closing price on the New York
Stock Exchange on such date.
As of March 25, 1998, 490,177,839 shares of Common Stock of the Registrant, held
by approximately 86,682 shareholders, were outstanding.
Portions of the Registrant's 1997 Annual Report to Shareholders are
incorporated by reference into Parts I, II and IV of this report. Portions of
the Registrant's Proxy Statement dated April 10, 1998 in
connection with the 1998 Annual Meeting of Stockholders are incorporated by
reference into Part III of this report.
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PART I
Item 1. Business
History
Kmart Corporation ("Kmart", or the "Registrant"), one of the world's
largest mass merchandise retailers, was incorporated under the laws of the State
of Michigan on March 9, 1916, as the successor to the business developed by its
founder, S. S. Kresge, who opened his first store in 1899. After operating
Kresge department stores for over 45 years, the Kmart store program commenced
with the opening of the first Kmart store in March 1962.
U.S. General Merchandise Operations
The Registrant operates in the general merchandise retailing industry
through 2,136 Kmart discount stores with locations in each of the 50 United
States, Puerto Rico, the U.S. Virgin Islands and Guam, including 99 Super Kmart
Centers, all located in the United States. Kmart's general merchandise retail
operations are located in 311 of the 316 Metropolitan Statistical Areas (MSAs)
in the United States. In addition, Kmart stores occupy each of the three MSAs in
Puerto Rico. Kmart stores are generally one-floor, free-standing units.
Traditional Kmart general merchandise stores range from 40,000 to 120,000 square
feet with the majority of modernized stores ranging from 85,000 to 120,000
square feet. The Big Kmart format was rolled out to an additional 458 stores in
1997, bringing the total for the chain to 670. This format emphasizes
consumables and convenience. It is the Registrant's plan, should performance
continue meeting expectations, to convert as many as 500 stores per year over
the next two years to this format. Super Kmart Centers range from 135,000 to
194,000 square feet and feature a full line of general merchandise and groceries
as well as a variety of ancillary services including video rentals, dry
cleaning, hair care, optical and floral shops. Full-size stores operate in the
most densely populated urban areas and are geographically located to increase
customer awareness and maximize customer convenience and accessibility.
Information regarding the Registrant's analysis of consolidated
operations appearing in the "Management's Discussion and Analysis of Results of
Operations and Financial Condition" on pages 18 through 20 of the Registrant's
1997 Annual Report to Shareholders, is incorporated herein by reference.
Information regarding the Registrant's discontinued operations and
dispositions appearing in Note 3 of the "Notes to Consolidated Financial
Statements" on page 27 of the Registrant's 1997 Annual Report to Shareholders,
is incorporated herein by reference.
Competition
Kmart has several major competitors on a national level, including
Dayton-Hudson's Target stores, J.C. Penney, Sears and Wal-Mart, and many
competitors on a local level which compete with Kmart's individual stores.
Success in this competitive market is based on factors such as price, quality,
service, product mix and convenience.
Seasonality
The Registrant's business is highly seasonal and depends to a
significant extent on the results of operations for the last quarter of the
fiscal year.
Credit Sales
In March 1996, the Registrant launched a new private label Kmart Credit
Card, available in all Kmart Stores, through Beneficial National Bank USA ("BNB
USA"), a unit of Beneficial Corporation. BNB USA owns the receivables and
retains the credit risk associated with this program. All of the Registrant's
stores accept major bank credit cards as payment for merchandise.
Employees
The Registrant employed approximately 261,000 persons as of January 28,
1998.
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Effect of Compliance with Environmental Protection Provisions
Compliance with federal, state and local provisions which have been
enacted or adopted regulating the discharge of materials into the environment,
or otherwise relating to the protection of the environment, has not had, and is
not expected to have, a material effect on capital expenditures, earnings or the
competitive position of the Registrant and its subsidiaries.
Item 2. Properties
At January 28, 1998, Kmart operated a total of 2,136 general merchandise
stores which are located in the United States, Puerto Rico, the U.S. Virgin
Islands and Guam. With the exception of 105 store facilities which are wholly
owned, the Registrant leases its store facilities.
The Registrant owns its headquarters and one administrative building in
Troy, Michigan and leases administrative buildings in Royal Oak, Michigan and
North Bergen, New Jersey. The Registrant leases 18 United States distribution
and port centers for initial terms of 10 to 30 years with options to renew for
additional terms. In addition, the Registrant owns or leases 725 parcels not
currently used for store operations, the majority of which are rented to others.
A description of the Registrant's leasing arrangements, appearing in
Note 9 of the "Notes to Consolidated Financial Statements" on page 29 of the
Registrant's 1997 Annual Report to Shareholders, is incorporated herein by
reference.
Item 3. Legal Proceedings
The Registrant is a party to a substantial number of legal proceedings,
most of which are routine and all of which are incidental to its business. Some
matters involve claims for large amounts of damages as well as other relief.
Although the consequences of these proceedings are not presently determinable,
in the opinion of management, they will not materially affect the Registrant's
liquidity, financial position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
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Executive Officers of the Registrant
The name, position, age and a description of the business experience
for each of the executive officers of the Registrant is listed below as of
March 25, 1998. There is no family relationship among the executive officers.
Executive officers of the Registrant are elected each year at the Annual
Meeting of the Board of Directors to serve for the ensuing year and until their
successors are elected and qualified. The business experience for each of the
executive officers described below includes their principal positions held by
them since 1992. None of the corporations or organizations listed below is a
parent, subsidiary or other affiliate of the Registrant.
Floyd Hall - Chairman of the Board, President and Chief Executive Officer,
59. Mr. Hall joined the Registrant under his current title in June 1995. Prior
thereto he served concurrently as Chairman and Chief Executive Officer of The
Museum Company, Alva Reproductions, Inc. and Glass Masters, Inc. from 1989 to
1995.
Andrew A. Giancamilli - President and General Merchandise Manager, U.S.
Kmart, 47. Mr. Giancamilli has been in his current title since January 1998.
Prior thereto he held the following positions at the Registrant: Senior Vice
President, General Merchandise Manager-Consumables and Commodities from 1996 to
1998; Vice President, Pharmacy Merchandising and Operations from 1995 to 1996.
Prior to joining the Registrant in 1995 he was President, Chief Operating
Officer, Perry Drug Stores, Inc. from 1993 to 1995; and Executive Vice
President, Chief Operating Officer, Perry Drug Stores, Inc. from 1992 to 1993.
Warren Cooper - Executive Vice President, Human Resources & Administration,
53. Mr. Cooper joined the Registrant under his current title in March 1996.
Prior thereto he was Senior Vice President, Human Resources, General Cable from
1995 to 1996; Vice President, Human Resources, the Sears Merchandise Group,
Sears, Roebuck & Co. from 1993 to 1995; and Vice President, Corporate Human
Resources, Sears, Roebuck & Co. from 1987 to 1993.
Laurence L. Anderson - Executive Vice President and President, Super Kmart,
56. Mr. Anderson joined the Registrant under his current title in July 1997.
Prior thereto he was President and Chief Operating Officer, Retail Food,
SuperValu Inc. from 1995 to 1997; and Executive Vice President, SuperValu Inc.
from 1992 to 1995.
Donald W. Keeble - Executive Vice President, Store Operations, 49. Mr.
Keeble has served as an executive officer of the Registrant since 1989 and has
served in his current position since February 1995. Prior thereto he held the
following positions at the Registrant: Executive Vice President, Merchandising
and Operations from 1994 to 1995; and Senior Vice President, General Merchandise
Manager, Fashions from 1991 to 1994.
Anthony N. Palizzi - Executive Vice President, General Counsel, 55. Mr.
Palizzi has served as an executive officer of the Registrant since 1985 and has
served in his current position since 1992.
Marvin P. Rich - Executive Vice President, Strategic Planning, Finance and
Administration, 52. Mr. Rich joined the Registrant under his current title in
1994. Prior thereto he was Executive Vice President, Specialty Companies,
Wellpoint Health Networks/Blue Cross of California from 1992 to 1994. Mr. Rich
resigned his position effective April 3, 1998.
William N. Anderson - Senior Vice President and General Merchandise Manager
- - Hardlines, 50. Mr. Anderson joined the Registrant under his current title in
September 1996. Prior thereto he was President and Chief Operating Officer,
Oshman's Sporting Goods, Inc. from 1994 to 1996; and Senior Vice President and
General Manager, Ames Department Stores, Inc. from 1992 to 1994.
Ernest L. Heether - Senior Vice President, Merchandise Planning and
Replenishment, 52. Mr. Heether joined the Registrant under his current title in
April 1996. Prior thereto he served as Senior Vice President, Merchandise
Operations, Bradlees, Inc. from 1993 to 1996; and Vice President, Merchandise
Planning and Control, Caldor from 1990 to 1993.
Paul J. Hueber - Senior Vice President, Sales and Operations, 49.
Mr. Hueber has served as an executive officer of the Registrant since 1991 and
has served in his current position since 1994. Prior thereto he was Vice
President, West/Central Region from 1991 to 1994.
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Cecil B. Kearse - Senior Vice President and General Merchandise Manager
- - Home, 45. Mr. Kearse has served in his current position since November 1997.
Prior thereto he held the following positions with the Registrant: Vice
President, Merchandise Presentation and Communication from 1996 to 1997; Vice
President and General Merchandise Manager, Men's and Children's from 1995 to
1996; Divisional Vice President, Merchandising Fashions from 1994 to 1995; and
Senior Buyer, Bed, Bath & Kitchen from 1990 to 1994.
Jerry J. Kuske - Senior Vice President and General Merchandise Manager
Health and Beauty Care/ Pharmacy/Consumables, 46. Mr. Kuske has served in his
current position since November 1997. Prior thereto he held the following
positions with the Registrant: Vice President, General Merchandise Manager,
Health and Beauty Care/Pharmacy from 1996 to 1997; Divisional Vice President,
Consumables and Commodities from 1995 to 1996. Prior to joining the Registrant
he served as Senior Vice President, Merchandising and Marketing, Perry Drug
Stores from 1994 to 1995; and Senior Vice President, Operations, Payless Drug
Stores, Inc. from 1992 to 1994.
James Mixon - Senior Vice President, Logistics, 53. Mr. Mixon joined the
Registrant in his current position in July 1997. Prior thereto he served as
Senior Vice President, Logistics/Service, Best Buy Stores from 1994 to 1997; and
Senior Vice President, Distribution/Transportation, Marshall Stores from 1987 to
1994.
Donald E. Norman - Senior Vice President, Chief Information Officer, 61.
Mr. Norman joined the Registrant in 1995 as Divisional Vice President, Business
Process Reengineering, Merchandise Inventory Controls and has served in his
current position since December 1995. Prior thereto he was President, DNA, Inc.
from 1994 to 1995; and Senior Vice President, Logistics, Ames Department Stores
from 1990 to 1994.
E.Jackson Smailes - Senior Vice President and General Merchandise
Manager - Apparel, 55. Mr. Smailes joined the Registrant in his current position
in July 1997. Prior thereto he served as President, Chief Executive Officer,
Hills Department Stores from 1995 to 1997; and Executive Vice President,
Merchandising and Marketing, Hills Department Stores from 1992 to 1995.
William D. Underwood - Senior Vice President, Global Sourcing, 57.
Mr. Underwood has served as an executive officer of the Registrant since 1986
and has served in his current position since 1994. Prior thereto he was Senior
Vice President, General Merchandise Manager - Hardlines from 1991 to 1994.
Martin E. Welch III - Senior Vice President and Chief Financial Officer,
49. Mr. Welch joined the Registrant under his current title in December 1995.
Prior thereto he was Senior Vice President, Chief Financial Officer,
Federal-Mogul Corporation from 1991 to 1995.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Information as to the market for the Registrant's common stock and
related stockholder matters, as set forth in Note 17 of the "Notes to
Consolidated Financial Statements" on page 32 of the Registrant's 1997 Annual
Report to Shareholders, is incorporated herein by reference.
Item 6. Selected Financial Data
The "Selected Financial Data" summary, insofar as it relates to the five
fiscal years ended January 28, 1998, appearing on page 17 of the Registrant's
1997 Annual Report to Shareholders is incorporated herein by reference.
Sales and comparable store statistics for the three fiscal years ended
January 28, 1998, appearing in the "Management's Discussion and Analysis of
Results of Operations and Financial Condition" on page 18 of the Registrant's
1997 Annual Report to Shareholders, are incorporated herein by reference.
U.S. Kmart selling square footage for the five fiscal years ended
January 28, 1998, appearing in the "Selected Financial Data" on page 17 of the
Registrant's 1997 Annual Report to Shareholders, is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition
The information under the caption "Management's Discussion and Analysis
of Results of Operations and Financial Condition", appearing on pages 18 through
20 of the Registrant's 1997 Annual Report to Shareholders, is incorporated
herein by reference.
Item 7a. Quantitative and Qualitative Disclosures about Market Risk
Not applicable
Item 8. Financial Statements and Supplementary Data
The financial statements of the Registrant consisting of the
consolidated balance sheets at January 28, 1998 and January 29, 1997 and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the three fiscal years in the period ended January 28, 1998,
and the notes to consolidated financial statements, together with the report of
Price Waterhouse LLP, appearing on pages 21 through 32 of the Registrant's 1997
Annual Report to Shareholders, are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
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PART III
Item 10. Directors of the Registrant
The information set forth under the caption "Proposal 1 - Election
of Directors" on page 5 of the Registrant's Proxy Statement dated April
10, 1998 filed with the Securities and Exchange Commission pursuant to
Regulation 14A is incorporated herein by reference.
Item 11. Executive Compensation
The information set forth on pages 7 and 9 through 14 of the
Registrant's Proxy Statement dated April 10, 1998 filed with the Securities
and Exchange Commission pursuant to Regulation 14A is incorporated herein
by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information set forth under the caption "Stock Ownership of
Executive Officers and Directors" on pages 3 through 5 of the Registrant's
Proxy Statement dated April 10, 1998 filed with the Securities and Exchange
Commission pursuant to Regulation 14A is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The information set forth under the caption "Executive Compensation" on
pages 9 through 14 of the Registrant's Proxy Statement dated April
10, 1998 filed with the Securities and Exchange Commission pursuant to
Regulation 14A is incorporated herein by reference.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
a) The following documents are filed as part of this report:
1. Financial Statements
The following consolidated financial statements of the Registrant
are incorporated herein by reference from the Registrant's 1997
Annual Report to Shareholders:
Page(s) in
Registrant's
Annual Report
-------------
Report of Independent Accountants 21
Consolidated Statements of Operations for each of the
three fiscal years in the period ended January 28, 1998 22
Consolidated Balance Sheets at January 28, 1998
and January 29, 1997 23
Consolidated Statements of Cash Flows for each
of the three fiscal years in the period ended January 28, 1998 24
Consolidated Statements of Shareholders' Equity for
each of the three fiscal years in the period ended January 28, 1998 25
Notes to Consolidated Financial Statements 26 through 32
2. Financial Statement Schedules
The separate financial statements and summarized financial
information of majority-owned subsidiaries not consolidated and
of 50% or less owned persons of the Registrant have been omitted
because they are not required pursuant to conditions set forth in
Rules 3-09(a), 4-08(g) and 1-02(v) of Regulation S-X.
All other schedules have been omitted because they are not
applicable or the required information is shown in the
Registrant's 1997 Annual Report to Shareholders, which is
incorporated herein by reference.
3. Exhibits
See Exhibit Index included in this report.
b) Reports On Form 8-K
The Registrant did not file a report on Form 8-K during the last quarter
of the fiscal year ended January 28, 1998.
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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 on April 14, 1998.
Each signatory hereby acknowledges and adopts the typed form of his or
her name in the electronic filing of this document with the Securities and
Exchange Commission.
Kmart Corporation
By: Floyd Hall
---------------------------------------------
(Floyd Hall)
Chairman of the Board, President and
Chief Executive Officer
By: Martin E. Welch III
---------------------------------------------
(Martin E. Welch III)
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: William C.
Najdecki
---------------------------------------------
(William C. Najdecki)
Vice President, Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons, on behalf of the
Registrant and in the capacities indicated, on April 14, 1998.
Each signatory hereby acknowledges and adopts the typed form of his or
her name in the electronic filing of this document with the Securities and
Exchange Commission.
James B. Adamson Floyd Hall
--------------------------------------------- ---------------------------------------------
James B. Adamson, Director Floyd Hall,
Chairman of the Board,
Lilyan H. Affinito President and Chief Executive Officer
---------------------------------------------
Lilyan H. Affinito, Director (Principal Executive Officer
and Director)
Stephen F. Bollenbach
---------------------------------------------
Stephen F. Bollenbach, Director Robert D. Kennedy
---------------------------------------------
Robert D. Kennedy, Director
---------------------------------------------
Joseph A. Califano, Jr., Director J. Richard Munro
---------------------------------------------
J. Richard Munro, Director
Richard G. Cline
---------------------------------------------
Richard G. Cline, Director Robin B. Smith
---------------------------------------------
Robin B. Smith, Director
Willie D. Davis
---------------------------------------------
Willie D. Davis, Director William P. Weber
---------------------------------------------
William P. Weber, Director
Enrique C. Falla
---------------------------------------------
Enrique C. Falla, Director James O. Welch, Jr.
---------------------------------------------
James O. Welch, Jr., Director
Joseph P. Flannery
---------------------------------------------
Joseph P. Flannery, Director
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EXHIBIT INDEX
Exhibit
Number Description
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**** (3a) Restated Articles of Incorporation of Kmart Corporation
**** (3b) Bylaws of Kmart Corporation, as amended
* (10a) Kmart Corporation 1973 Stock Option Plan, as amended [10a] [A]
* (10b) Kmart Corporation 1981 Stock Option Plan, as amended [10b] [A]
**** (10c) Kmart Corporation Directors Retirement Plan, as amended [10d] [A]
** (10d) Kmart Corporation Performance Restricted Stock Plan, as amended [10e] [A]
*** (10e) Kmart Corporation Deferred Compensation Plan for Non-Employee Directors, as amended [10f] [A]
*** (10f) Kmart Corporation 1992 Stock Option Plan, as amended [10g] [A]
**** (10g) Kmart Corporation Directors Stock Plan, as amended [10h] [A]
** (10h) Form of Employment Agreement with Executive Officers [10j] [A]
*** (10i) Kmart Corporation Executive Deferred Compensation Plan [10j] [A]
*** (10j) Amended and Restated Kmart Corporation Annual Incentive Bonus Plan [10k] [A]
*** (10k) Amended and Restated Kmart Corporation Management Stock Purchase Plan [10l] [A]
*** (10l) Supplemental Pension Benefit Plan [10m] [A]
**** (10m) Agreement between Kmart Corporation and Executive [10n] [A]
***** (10n) Kmart Corporation 1997 Long-term Equity Compensation Plan
(10o) Kmart Corporation 1998 Management Deferred Compensation and Restoration Plan
(11) Statement Regarding Computation of Per Share Earnings
(12) Statement Regarding Computation of Ratios
(13) Annual Report to Shareholders of Kmart Corporation for the Fiscal Year
Ended January 28, 1998
(23) Consent of Independent Accountants
(27) Financial Data Schedules
Notes:
* Filed as Exhibits to the Form 10-K Report of the Registrant for the fiscal year ended January 27, 1993 (file
number 1-327) and are incorporated herein by reference.
** Filed as Exhibits to the Form 10-K Report of the Registrant for the fiscal year ended January 26, 1994 (file
number 1-327) and are incorporated herein by reference.
*** Filed as Exhibits to the Form 10-K Report of the Registrant for the fiscal year ended January 25, 1995 (file
number 1-327) and are incorporated herein by reference.
**** Filed as Exhibits to the Form 10-K Report of the Registrant for the fiscal year ended January 31, 1996 (file
number 1-327) and are incorporated herein by reference.
***** Filed as part of the 1996 Proxy Statement, and is incorporated herein by reference
[#] Exhibit numbers in the Form 10-K Reports for the fiscal
years ended: January 27, 1993, January 26, 1994, January
25, 1995, and January 31, 1996, respectively.
[A] This document is a management contract or compensatory plan.
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The Registrant agrees to furnish a copy to the Commission upon request of the
following instruments defining the rights of holders of long-term debt:
Indenture dated as of February 1, 1985, between Kmart Corporation and The Bank
of New York, Trustee, as supplemented by the First Supplemental Indenture dated
as of March 1, 1991
12-1/2% Debentures Due 2005
8-1/8% Notes Due 2006
7-3/4% Debentures Due 2012
8-1/4% Notes Due 2022
8-3/8% Debentures Due 2022
7.95% Debentures Due 2023
Fixed-Rate Medium-Term Notes (Series A, B, C, D)
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