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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 26, 1994
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
- --------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (810) 643-1000
--------------
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 Stock Exchanges
Series A Conversion Preferred Stock, no par value New York, Pacific and
Chicago Stock Exchanges
12-1/8% Notes Due 1995 New York Stock Exchange
8-3/8% Debentures Due 2017 New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE SECURITIES EXCHANGE ACT
OF 1934:
None
----
(Continued)
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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. [X]
The aggregate market value of voting stock including common stock, Series A
conversion preferred stock and Series B convertible preferred stock, held by
non-affiliates of the registrant on March 23, 1994 was $8,796,523,458. The
market value of the common and Series A conversion preferred stock is based on
the closing price on the New York Stock Exchange. The market value of the
Series B convertible preferred stock is based on the current conversion formula
for the stock.
As of March 23, 1994, 409,171,850 shares of Common Stock of the Registrant,
held by 87,410 shareholders, were outstanding.
Documents Incorporated by Reference
-----------------------------------
The following documents are incorporated by reference into this Form 10-K:
Part of Form 10-K into which
Documents the Document is Incorporated
--------- ----------------------------
Portions of the Registrant's definitive Proxy Part I (Items 1 and 2);
Statement dated April 28, 1994, filed with the Part II (Items 5 through 8);
Securities and Exchange Commission Part III (Items 10 through 12); and
pursuant to Regulation 14A Part IV (Item 14)
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PART I
Item 1. Business
- ------- --------
Information regarding the business description of Kmart Corporation
("Kmart" or the "Registrant") appearing in the "Business Description" of the
Kmart Group in Annex VI pages VI-21 through VI-24 of the Registrant's
definitive Proxy Statement dated April 28, 1994 filed with the Securities and
Exchange Commission (SEC) pursuant to Regulation 14A is incorporated herein by
reference.
Information regarding the Registrant's discontinued operations,
acquisitions and dispositions appearing in the "Notes to Consolidated Financial
Statements" in Annex V pages V-28 through V-29 of the Registrant's definitive
Proxy Statement dated April 28, 1994 filed with the SEC pursuant to Regulation
14A is incorporated herein by reference.
Information regarding the consolidated operations and the analysis of
U.S. General Merchandise, International General Merchandise and Specialty
Retail operations appearing on Annex V pages V-3 through V-19 of the
Registrant's definitive Proxy Statement dated April 28, 1994 filed with the SEC
pursuant to Regulation 14A is incorporated herein by reference.
Information regarding the Registrant's business group information,
appearing in the "Notes to Consolidated Financial Statements" on Annex V pages
V-38 through V-39 in the Registrant's definitive Proxy Statement dated April
28, 1994 filed with the SEC pursuant to Regulation 14A is incorporated herein
by reference.
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 the capital expenditures, earnings
or competitive position of the Registrant and its subsidiaries.
Item 2. Properties
- ------- ----------
Information regarding store locations, property and leases for the U.S.
and International General Merchandise appearing on Annex VI page VI-21 through
VI-22 in the Registrant's definitive Proxy Statement, dated April 28, 1994
filed with the SEC pursuant to Regulation 14A is incorporated herein by
reference.
The Registrant owns 13 department stores and various other properties in
the Czech Republic and Slovakia.
Builders Square, Inc., based in San Antonio, Texas, owns one
administrative facility and leases 174 of its 177 store locations (three
locations are owned pending sale and lease-back).
Walden Book Company, Inc. owns its headquarters in Stamford,
Connecticut and leases four regional offices. Walden leases all of its stores,
owns one distribution center and leases three other distribution facilities.
The Sports Authority, Inc. leases its administrative facility in Fort
Lauderdale, Florida and all 80 of its stores.
OfficeMax, Inc. leases its headquarters in Shaker Heights, Ohio, one
distribution center and all of its 328 stores.
Borders, Inc. owns its headquarters in Ann Arbor, Michigan and two of
its 44 stores and leases one distribution center.
The Registrant intends to sell and lease-back or mortgage the majority
of its owned but unfinanced retail properties. During fiscal 1993, the
Registrant mortgaged two Kmart stores and sold and leased-back 23 Kmart stores,
one distribution center and four Builders Square stores.
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Item 3. Legal Proceedings
- ------- -----------------
The Registrant and its subsidiaries are parties to a substantial number
of legal proceedings, most of which are routine and all of which are incidental
to their business. Some matters involve claims for large amounts of damages as
well as other relief. Although the consequences 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 following table sets forth information concerning the executive
officers of the Registrant as of February 7, 1994.
Served In
Position
Name Position Age Since
--------------------------- --------------------------------------- --- -----------
Joseph E. Antonini Chairman of the Board, President and
Chief Executive Officer 52 10/87
Donald W. Keeble Executive Vice President, Merchandising
and Operations 45 1/94
Richard S. Miller Executive Vice President,
Super Kmart Centers 54 10/93
George R. Mrkonic Executive Vice President, Specialty Retailing 41 11/90
Thomas F. Murasky Executive Vice President and
Chief Financial Officer 48 12/91
Anthony N. Palizzi Executive Vice President, General Counsel 51 12/92
Joseph R. Thomas Executive Vice President,
U.S. Kmart Stores 58 10/93
David M. Carlson Senior Vice President, Corporate
Information Systems 53 1/89
Frederic M. Comins, Jr. Senior Vice President, Executive and
Organization Resources 45 11/92
Paul J. Hueber Senior Vice President, Sales and Operations 45 1/94
Anthony R. Mauro Senior Vice President, Distribution
and Transportation 59 2/91
Michael L. Skiles Senior Vice President, Corporate Facilities 48 2/91
William D. Underwood Senior Vice President, General Merchandise
Manager-Hardlines 53 10/88
Thomas W. Watkins Senior Vice President,
International Operations 48 1/93
F. Kevin Browett Vice President, Hardlines Merchandising 39 1/94
Ronald L. Buch Vice President, Fashions Merchandising 59 1/94
James P. Churilla Vice President and Treasurer 52 7/87
James E. Ford Vice President, Eastern Region 51 2/91
G. William Gryson, Jr. Vice President, Midwestern Region 52 1/94
Gerald K. Habeck Vice President, Advertising 51 6/91
Nancie W. LaDuke Vice President and Secretary 53 2/91
Michael T. Macik Vice President, Human Resources -
U.S. Kmart Stores 47 8/92
David R. Marsico Vice President, Super Kmart Centers 45 2/93
Douglas M. Meissner Vice President, Western Region 45 1/94
James L. Moser Vice President, Quality Assurance, Import Sourcing
and Fashion Services 55 6/92
Thomas M. Nielsen Vice President, Executive Resources 50 11/92
Peter J. Palmer Vice President, Labor Relations and
Assistant General Counsel 53 2/88
William H. Parker Vice President, Merchandising - Books and Sundries 46 8/91
Jay D. Scussel Vice President, Systems Development 50 1/89
A. Robert Stevenson Vice President, Public Affairs 56 1/88
Frederick C. Tinsey, III Vice President, Finance and Accounting 41 *
John S. Valenti Vice President, Southern Region 53 2/91
Michael G. Wellman Vice President, Marketing 53 10/87
* Effective May 1, 1994
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There is no family relationship between any of the foregoing persons.
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.
With the exception of Frederick C. Tinsey, III, F. Kevin Browett,
Frederic M. Comins, Jr., George R. Mrkonic, and William H. Parker, all of the
executive officers of the Registrant named above have held various executive or
managerial positions with the Registrant for more than five years. Effective
May 1, 1994, Frederick C. Tinsey, III will be promoted to Vice President,
Accounting and Finance. He joined the Registrant as Director of Strategic
Planning and Development in March of 1993 and was subsequently promoted to
Divisional Vice President, Chief Financial and Administrative Officer for
Super Kmart Centers in October, 1993. Prior to joining the Registrant, Mr.
Tinsey was Managing Partner, National Retail Services Group, for Price
Waterhouse. In January 1994, F. Kevin Browett was promoted to Vice President,
Hardlines Merchandising. He joined the Registrant as Senior Director, Pharmacy
Operations in January 1991. Prior to joining the Registrant, he was Corporate
Vice President, Pharmacy Operations, of Peoples Drug Stores, Inc. In November
1992, Frederic M. Comins, Jr. was promoted to Senior Vice President, Executive
and Organization Resources. He joined the Registrant as Director, Executive
Resources in July 1990. Prior to joining the Registrant, Mr. Comins was Vice
President, Human Resources for Britches of Georgetown. Before that, he held
executive positions in human resources at Federated Department Stores and L.
Bamberger and Company. In November 1990, George R. Mrkonic joined the
Registrant as Executive Vice President, Specialty Retailing. Most recently,
Mr. Mrkonic had been President of Eyelab, Inc. Prior to that he was President
and Chief Executive Officer of Herman's Sporting Goods, Inc. In August 1991,
William H. Parker was promoted to Vice President, Merchandising - Books and
Sundries. In November 1989 he was appointed to the newly created position of
Vice President, Sales and Marketing, and in July prior to that he was appointed
to the newly created position of Vice President, Sales. Prior to joining the
Registrant, Mr. Parker served as Senior Vice President and General Merchandise
Manager for Carson Pirie Scott in Chicago, Illinois. Before that, he worked
for Dayton Hudson Corporation as Divisional Merchandise Manager for Hudson's,
General Manager of Hudson's Oakland and Northland Mall stores and Divisional
Merchandise Manager for Target.
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 the "Quarterly Stock
Market Information and Dividend Highlights" appearing on Annex V page V-45 of
the Registrant's definitive Proxy Statement dated April 28, 1994 filed with the
SEC pursuant to Regulation 14A, is incorporated herein by reference.
Item 6. Selected Financial Data
- ------- -----------------------
The "Selected Financial Data Summary" appearing on Annex V page V-2 of
the Registrant's definitive Proxy Statement dated April 28, 1994 filed with the
SEC pursuant to Regulation 14A, insofar as it relates to the five years ended
January 26, 1994, is incorporated herein by reference.
Sales and store statistics for the three fiscal years ending January 26,
1994 appearing on Annex V pages V-3 through V-19 of the Registrant's
definitive Proxy Statement dated April 28, 1994 filed with the SEC pursuant to
Regulation 14A, are incorporated herein by reference.
Total square footage of retail selling area appearing on Annex VI page
VI-14 through VI-15 of the Registrant's definitive proxy statement dated April
28, 1994 filed with the SEC pursuant to Regulation 14A, is incorporated herein
by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------- ---------------------------------------------------------------
Results of Operations
- ---------------------
The information under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" appearing on Annex V pages V-3
through V-19 of the Registrant's definitive Proxy Statement dated April 28,
1994 filed with the SEC pursuant to Regulation 14A, is incorporated herein by
reference.
Item 8. Financial Statements and Supplementary Data
- --------------------------------------------------
The financial statements of the Registrant consisting of the
consolidated balance sheets at January 26, 1994 and January 27, 1993 and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the three fiscal years ended January 26, 1994, and the notes to
consolidated financial statements, together with the report of
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Price Waterhouse, appearing on Annex V pages V-20 through V-45 of the
Registrant's definitive Proxy Statement dated April 28, 1994 filed with the SEC
pursuant to Regulation 14A, are incorporated herein by reference. The
information under the caption "Quarterly Stock Market Information and Dividend
Highlights" appearing on Annex page V-45 of the Registrant's definitive Proxy
Statement dated April 28, 1994 filed with the SEC pursuant to Regulation 14A,
is incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------- ---------------------------------------------------------------
Financial Disclosure
--------------------
Not applicable.
PART III
Item 10. Directors of the Registrant
The information set forth under the caption "Election of Directors" on
pages 29 through 33 of the Registrant's definitive Proxy Statement dated April
28, 1994 filed with the SEC pursuant to Regulation 14A is incorporated herein
by reference.
Item 11. Executive Compensation
- -------- ----------------------
The information set forth on pages 34 through 41 of the Registrant's
definitive Proxy Statement dated April 28, 1994 filed with the SEC pursuant to
Regulation 14A is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -------- --------------------------------------------------------------
The information set forth on page 28 of the Registrant's definitive
Proxy Statement dated April 28, 1994 filed with the SEC pursuant to Regulation
14A is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
- -------- -----------------------------------------------
Not applicable.
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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 definitive Proxy Statement dated April 28,
1994 filed with the SEC pursuant to Regulation 14A.
Page(s) in
Registrant's
Proxy Statement
---------------
Report of Independent Accountants V-21
Consolidated Statements of Income for each of the
three fiscal years ended January 26, 1994 V-22
Consolidated Balance Sheets at January 26, 1994
and January 27, 1993 V-23
Consolidated Statements of Cash Flows for each
of the three fiscal years ended January 26, 1994 V-24
Consolidated Statements of Shareholders' Equity for
each of the three fiscal years ended January 26, 1994 V-25
Notes to Consolidated Financial Statements V-26 through V-45
2. FINANCIAL STATEMENT SCHEDULES
Report of Independent Accountants on Financial
Statement Schedules
For each of the three fiscal years ended January 26, 1994:
V - Property, Plant and Equipment
VI - Accumulated Depreciation and Amortization
of Property, Plant and Equipment
IX - Short-Term Borrowings
X - Supplementary Income Statement Information
3. EXHIBITS
See Exhibit Index included in this report.
b) REPORTS ON FORM 8-K
Not Applicable
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c) All other schedules are omitted because they are not applicable or the
required information is shown in the Registrant's definitive Proxy
Statement dated April 28, 1994 filed with the SEC pursuant to Regulation
14A, which is incorporated herein by reference.
d) The individual financial statements of the Registrant and of 50% or less
owned persons have been omitted because they are not required. The
condensed individual financial statements of 50% or less owned persons
are included in the Notes to Consolidated Financial Statements appearing
on Annex V pages V-31 through V-32 of the Registrant's definitive Proxy
Statement dated April 28, 1994 filed with the SEC pursuant to Regulation
14A, which is incorporated herein by reference.
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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 25, 1994.
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 Joseph E. Antonini
------------------
(Joseph E. Antonini)
Chairman of the Board,
President and Chief Executive Officer
By Thomas F. Murasky
------------------
(Thomas F. Murasky)
Executive Vice President and
Chief Financial Officer
(Principal Financial and 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 25, 1994.
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.
Lilyan H. Affinito David B. Harper
----------------------------------- -----------------------------------
Lilyan H. Affinito, Director David B. Harper, Director
Joseph E. Antonini F. James McDonald
----------------------------------- -----------------------------------
Joseph E. Antonini F. James McDonald, Director
Chairman of the Board
President and Chief Executive Officer Richard S. Miller
(Principal Executive Officer) -----------------------------------
and Director Richard S. Miller, Director
Joseph A. Califano, Jr. J. Richard Munro
----------------------------------- -----------------------------------
Joseph A. Califano, Jr., Director J. Richard Munro, Director
Willie D. Davis Donald S. Perkins
----------------------------------- -----------------------------------
Willie D. Davis, Director Donald S. Perkins, Director
Enrique C. Falla Gloria M. Shatto
----------------------------------- -----------------------------------
Enrique C. Falla, Director Gloria M. Shatto, Director
Joseph P. Flannery Joseph R. Thomas
----------------------------------- -----------------------------------
Joseph P. Flannery, Director Joseph R. Thomas, Director
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REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
TO THE BOARD OF DIRECTORS
OF KMART CORPORATION
Our audits of the consolidated financial statements referred to in our
report dated March 15, 1994 appearing on Annex V page V-21 of the Registrant's
definitive Proxy Statement dated April 28, 1994 filed with the Securities and
Exchange Commission pursuant to Regulation 14A is incorporated herein by
reference, also included an audit of the Financial Statement Schedules listed
in Item 14(a)(2) of this Form 10-K. In our opinion, these Financial Statement
Schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.
Price Waterhouse
Detroit, Michigan
March 15, 1994
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KMART CORPORATION AND SUBSIDIARY COMPANIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT (1)
(Millions)
Balance at
Beginning Retirements Discontinued Balance at
Description of Year Additions and other(2) Operations(3) end of year
- ---------------------------- --------------- --------------- --------------- -------------- --------------
Year ended January 26, 1994:
- ----------------------------
Land $ 204 $ 4 $ (28) $ 92 $ 144
Buildings 657 6 14 198 451
Leasehold improvements 1,706 108 (96) 205 1,705
Furniture and fixtures 5,516 416 (43) 487 5,488
Construction in progress 85 489 448 1 125
--------------- --------------- --------------- -------------- --------------
$ 8,168 $ 1,023 $ 295 $ 983 $ 7,913
--------------- --------------- --------------- -------------- --------------
--------------- --------------- --------------- -------------- --------------
Property under capital leases $ 2,861 $ 185 $ 69 $ 28 $ 2,949
--------------- --------------- --------------- -------------- --------------
--------------- --------------- --------------- -------------- --------------
Year ended January 27, 1993:
- ----------------------------
Land $ 171 $ 2 $ (31) $ $ 204
Buildings 485 33 (139) 657
Leasehold improvements 1,349 122 (235) 1,706
Furniture and fixtures 4,726 502 (288) 5,516
Construction in progress 116 776 807 85
--------------- --------------- --------------- -------------- --------------
$ 6,847 $ 1,435 $ 114 $ $ 8,168
--------------- --------------- --------------- -------------- --------------
--------------- --------------- --------------- -------------- --------------
Property under capital leases $ 2,712 $ 185 $ 36 $ $ 2,861
--------------- --------------- --------------- -------------- --------------
--------------- --------------- --------------- -------------- --------------
Year ended January 29, 1992:
- ----------------------------
Land $ 142 $ 39 $ 10 $ $ 171
Buildings 404 45 (36) 485
Leasehold improvements 1,020 79 (250) 1,349
Furniture and fixtures 4,098 388 (240) 4,726
Construction in progress 92 778 754 116
--------------- --------------- --------------- -------------- --------------
$ 5,756 $ 1,329 $ 238 $ $ 6,847
--------------- --------------- --------------- -------------- --------------
--------------- --------------- --------------- -------------- --------------
Property under capital leases $ 2,583 $ 157 $ 28 $ $ 2,712
--------------- --------------- --------------- -------------- --------------
--------------- --------------- --------------- -------------- --------------
(1) See Notes to Consolidated Financial Statements on Annex V page V-30
through V-31 of the Registrant's definitive Proxy Statement filed
with the SEC pursuant to Regulation 14A on April 28, 1994.
(2) Retirements and other includes acquired fixed assets of BizMart in 1993;
Borders, Pay'n Save, OW Office Warehouse and 13 department stores in
Slovakia and Czech Republic in 1992; and OfficeMax in 1991.
(3) See Notes to Consolidated Financial Statements on Annex V page V-28
through V-29 of the Registrant's definitive Proxy Statement filed with
the SEC pursuant to Regulation 14A on April 28, 1994.
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KMART CORPORATION AND SUBSIDIARY COMPANIES
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT (1)
(Millions)
Additions
Balance at charged to
Beginning profit and Retirements Discontinued Balance at
Description of Year loss and other(2) Operations(3) end of year
- -------------------------- ---------- ----------- ------------ ------------- -----------
Year ended January 26, 1994
- ---------------------------
Buildings $ 103 $ 14 $ -- $ 26 $ 91
Furniture and fixtures 2,611 481 51 139 2,902
--------- ------- ------- ------- -------
2,714 495 51 165 2,993
Leasehold improvements 492 72 -- 49 515
--------- ------- ------- ------- -------
$ 3,206 $ 567 $ 51 $ 214 $ 3,508
--------- ------- ------- ------- -------
--------- ------- ------- ------- -------
Property under
capital leases $ 1,418 $ 117 $ 64 $ 3 $ 1,468
--------- ------- ------- ------- -------
--------- ------- ------- ------- -------
Year ended January 27, 1993:
- ----------------------------
Buildings $ 80 $ 15 $ (8) $ $ 103
Furniture and fixtures 2,444 449 282 2,611
--------- ------- ------- ------- -------
2,524 464 274 2,714
Leasehold improvements 425 73 6 492
--------- ------- ------- ------- -------
$ 2,949 $ 537 $ 280 $ $ 3,206
--------- ------- ------- ------- -------
--------- ------- ------- ------- -------
Property under
capital leases $ 1,345 $ 114 $ 41 $ $ 1,418
--------- ------- ------- ------- -------
--------- ------- ------- ------- -------
Year ended January 29, 1992:
- ----------------------------
Buildings $ 69 $ 12 $ 1 $ $ 80
Furniture and fixtures 2,288 355 199 2,444
--------- ------- ------- ------- -------
2,357 367 200 2,524
Leasehold improvements 363 75 13 425
--------- ------- ------- ------- -------
$ 2,720 $ 442 $ 213 $ $ 2,949
--------- ------- ------- ------- -------
--------- ------- ------- ------- -------
Property under
capital leases $ 1,258 $ 110 $ 23 $ $ 1,345
--------- ------- ------- ------- -------
--------- ------- ------- ------- -------
(1) See Notes to Consolidated Financial Statements on Annex V page V-30
through V-31 of the Registrant's definitive Proxy Statement filed
with the SEC pursuant to Regulation 14A on April 28, 1994.
(2) The balance in accumulated depreciation at January 26, 1994, January 27,
1993 and January 29, 1992, include $282, $99 and $145, respectively,
related to estimated fixed asset write-offs resulting from the store
restructuring and other charges.
(3) See Notes to Consolidated Financial Statements on Annex V page V-28
through V-29 of the Registrant's definitive Proxy Statement filed
with the SEC pursuant to Regulation 14A on April 28, 1994.
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KMART CORPORATION AND SUBSIDIARY COMPANIES
SCHEDULE IX - SHORT-TERM BORROWINGS (a)
(Millions) Maximum Average Weighted
Amount Amount Average
Balance Weighted Outstanding Outstanding Interest Rate
Category of Aggregate at End Average During the During the During the
Short-term Borrowings of Period Interest Rate Period (b) Period (c) Period (d)
--------------------- --------- ------------- ---------- ---------- ------------
YEAR 1993
Commercial paper.......... $918 3.4% $3,220 $2,079 3.2%
YEAR 1992
Commercial paper.......... $590 3.2% $2,371 $1,136 3.6%
YEAR 1991
Commercial paper.......... -- -- $1,509 $1,093 6.1%
(a) Commercial paper is issued on a discount basis at prevailing market rates.
(b) Represents maximum amount outstanding for each category of aggregate
short-term borrowings at various month-ends.
(c) Average short-term borrowings are the sum of dollar-days of borrowings
divided by actual days in the year.
(d) Average interest rates are determined by dividing actual interest accrued
by average short-term borrowings.
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KMART CORPORATION AND SUBSIDIARY COMPANIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
(MILLIONS)
FISCAL YEAR ENDED
---------------------------------------
JANUARY 26, JANUARY 27 JANUARY 29,
CHARGED TO COSTS AND EXPENSES 1994 1993 1992
- ----------------------------- ----------- ---------- -----------
ADVERTISING $482 $472 $537
---- ---- ----
---- ---- ----
Advertising expense for the prior periods have been restated for discontinued
operations.
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EXHIBIT INDEX
Exhibit Description
The Exhibit marked with one asterisk below was filed as an Exhibit to
the Form 10-K Report of the Registrant for the fiscal year ended January 25,
1989 (file number 1-327) and is incorporated herein by reference. The Exhibits
marked with two asterisks below were filed as Exhibits to the Form 10-K Report
of the Registrant for the year ended January 31, 1990 (file number 1-327) and
are incorporated herein by reference. The Exhibits marked with three asterisks
below were filed as Exhibits to the Form 10-K Report of the Registrant for the
year ended January 27, 1992 (file number 1-327) and are incorporated herein by
reference. The Exhibits marked with four asterisks below were filed as
Exhibits to Form 10-K Report of the Registrant for the year ended January 27,
1993 (file number 1-327) and are incorporated herein by reference. The numbers
in brackets are the Exhibit numbers in the Form 10-K Reports for the fiscal
years ended; January 25, 1989; January 31, 1990; January 29, 1992 and January
27, 1993, respectively.
**** (3a) Restated Articles of Incorporation of Kmart Corporation as
amended [3a]
(3b) Bylaws of Kmart Corporation as amended [3b]
**** (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 Supplemental Executive Retirement Plan [10c]
[A]
** (10d) Kmart Corporation Directors Retirement Plan as amended [10d]
[A]
(10e) Kmart Corporation Performance Restricted Stock Plan [10e] [A]
* (10f) Form of Severance Agreement with Executive Officers [10f] [A]
*** (10g) Deferred Compensation Plan for Non-Employee Directors as
amended [10g] [A]
**** (10h) Kmart Corporation 1992 Stock Option Plan [10h] [A]
*** (10i) Kmart Corporation Directors Stock Plan [10i] [A]
(10j) Form of Employment Agreement with Executive Officers [10j] [A]
(11) Statement Regarding Computation of Per Share Earnings
(12) Statement Regarding Computation of Ratios
** (18) Letter Regarding Change in Accounting Principle
(22) List of Significant Subsidiaries of Kmart Corporation
(24) Consent of Independent Accountants
[A] This document is a management contract or compensatory plan.
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:
Kmart Corporation and The Bank of New York, Trustee Indenture
dated as of February 1, 1985
12-1/8% Notes Due 1995
12-1/2% Debentures Due 2005
8-1/8% Notes Due 2006
8-3/8% Debentures Due 2017
8-1/4% Notes Due 2022
8-3/8% Debentures Due 2022
7-3/4% Debentures Due 2012
Fixed-Rate Medium-Term Notes
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