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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, 2000
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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
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KMART CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-0729500
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(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
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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 the 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 22, 2000 was $4,844,341,860. 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 22, 2000, 481,425,278 shares of Common Stock of the Registrant, held
by approximately 76,644 shareholders, were outstanding.
Portions of the Registrant's 1999 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 13, 2000 in connection with the 2000
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 ("the Registrant" or "Kmart") is the nation's second
largest discount retailer and the third largest general merchandise retailer.
Kmart 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. The principal executive offices of Kmart are located
at 3100 West Big Beaver Road, Troy, Michigan 48084, and its telephone number is
(248) 643-1000.
Operations
The Registrant operates in the general merchandise retailing industry
through 2,171 Kmart discount stores with locations in each of the 50 United
States, Puerto Rico, the U.S. Virgin Islands and Guam. Kmart's general
merchandise retail operations are located in 299 of the 316 Metropolitan
Statistical Areas in the United States. Kmart stores are generally one-floor,
free-standing units ranging in size from 40,000 to 180,000 square feet.
In 1995, Kmart converted 29 of its traditional stores to feature a new,
high-frequency format. In April 1997, this design was renamed Big Kmart. Big
Kmart offers customers an increased mix of frequently-purchased, everyday basics
and consumables in a "Kmart Pantry" area located near the front of each store. A
total of 1,860 traditional Kmart stores had been converted to the Big Kmart
format at year-end 1999, with another 156 stores scheduled for conversion during
fiscal 2000. At year-end 2000, including new stores built in the Big Kmart
format, it is expected that approximately 2,030 stores will be in the Big Kmart
format.
Super Kmart Centers represent the Registrant's supercenter concept.
Super Kmart Centers combine a full grocery assortment, including fresh and
frozen food, bakery, meats and other items, with a broad selection of general
merchandise found at Big Kmart and traditional Kmart stores. The Registrant's
105 Super Kmart Centers are open 24 hours a day, seven days a week.
Information regarding the Registrant's analysis of consolidated
operations appearing in "Management's Discussion and Analysis of Results of
Operations and Financial Condition" on pages 18 through 20 of the Registrant's
1999 Annual Report to Shareholders, is incorporated herein by reference.
Information regarding the Registrant's discontinued operations and
dispositions appearing in Note 2 of the "Notes to Consolidated Financial
Statements" on page 27 of the Registrant's 1999 Annual Report to Shareholders,
is incorporated herein by reference.
Competition
Kmart has several major competitors on a national level, which include
J.C. Penney, Sears, Target and Wal-Mart, and many competitors on a local and
regional 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
The Registrant offers a private label Kmart Credit Card, available in
all Kmart stores, through Household Bank (SB), N.A. ("Household"), a unit of
Household International, Inc. Household owns the receivables and retains the
credit risk associated with this program. In addition to the Kmart Credit Card
program, all of the Registrant's stores accept major bank credit cards as
payment for merchandise.
Employees
The Registrant employed approximately 271,000 persons as of January 26,
2000.
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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 26, 2000, Kmart operated a total of 2,171 general merchandise
stores which are located in the United States, Puerto Rico, the U.S. Virgin
Islands and Guam. Kmart leases its store facilities, with the exception of 120
stores that it owns. Kmart store leases are generally for terms of 25 years with
multiple five-year renewal options which allow Kmart the option to extend the
life of the lease up to 50 years beyond the initial noncancelable term.
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 owns two United States distribution
centers, and leases 16 United States distribution centers for initial terms of
10 to 30 years with options to renew for additional terms. In addition, the
Registrant owns or leases 497 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 7 of the "Notes to Consolidated Financial Statements" on page 29 of the
Registrant's 1999 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 have a material adverse affect on
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 22,
2000. 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 principal positions held 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, 61.
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.
Michael Bozic - Vice Chairman, 59.
Mr. Bozic joined the Registrant under his current title in December 1998. Prior
thereto he was Chairman and Chief Executive Officer, Levitz Furniture
Corporation from 1995 to 1998 and President and Chief Executive Officer, Hills
Department Stores, Inc. from 1991 to 1995. Mr. Bozic was also with Sears Roebuck
& Company for 28 years, serving as Chairman and Chief Executive Officer, Sears
Merchandise Group, from 1987 to 1991.
Andrew A. Giancamilli - President and General Merchandise Manager, U.S.
Kmart, 49.
Mr. Giancamilli has been in his current position 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.
Donald W. Keeble - President, Store Operations, U.S. Kmart, 51.
Mr. Keeble has served as an executive officer of the Registrant since 1989 and
has served in his current position since July 1999. Prior thereto he held the
following positions at the Registrant: Executive Vice President, Store
Operations from 1995 to 1999, Executive Vice President, Merchandising and
Operations from 1994 to 1995; and Senior Vice President, General Merchandise
Manager - Fashions from 1991 to 1994.
Warren Cooper - Executive Vice President, Human Resources and
Administration, 55.
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.
Ernest L. Heether - Senior Vice President, Merchandise Planning and
Replenishment, 54.
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, Store Operations, 51.
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.
Cecil B. Kearse - Senior Vice President and General Merchandise Manager
- Home, 47.
Mr. Kearse has served in his current position since November 1997. Prior thereto
he held the following positions at 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
- Hardlines, 48.
Mr. Kuske has served in his current position since April 1999. Prior thereto he
held the following positions at the Registrant: Senior Vice President and
General Merchandise Manager - Health and Beauty Care, Pharmacy and Consumables
from 1997 to 1999; 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, Inc. from
1994 to 1995; and Senior Vice President, Operations, Payless Drug Stores, Inc.
from 1992 to 1994.
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James Mixon - Senior Vice President, Logistics, 55.
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.
Joseph A. Osbourn - Senior Vice President and Chief Information
Officer, 52.
Mr. Osbourn joined the Registrant in his current position in October 1999. Prior
thereto he served as Vice President, Information Services, Walt Disney World
from 1989 to 1999.
E. Jackson Smailes - Senior Vice President and General Merchandise
Manager - Apparel, 57.
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.
Martin E. Welch III - Senior Vice President and Chief Financial
Officer, 51.
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
The Registrant's common stock is listed on the New York, Pacific
and Chicago Stock Exchanges. There were approximately 76,644 shareholders of the
Registrant's common stock as of March 22, 2000.
The quarterly high and low sales prices for Kmart's common stock for
the two most recent fiscal years, as set forth in Note 14 of the "Notes to
Consolidated Financial Statements" on page 32 of the Registrant's 1999 Annual
Report to Shareholders, is incorporated herein by reference.
Item 6. Selected Financial Data
The "Consolidated Selected Financial Data" summary, insofar as it
relates to the five fiscal years ended January 26, 2000, appearing on page 17 of
the Registrant's 1999 Annual Report to Shareholders, is incorporated herein by
reference.
Sales and comparable store statistics for the three fiscal years ended
January 26, 2000, appearing in "Management's Discussion and Analysis of Results
of Operations and Financial Condition" on page 18 of the Registrant's 1999
Annual Report to Shareholders, are incorporated herein by reference.
U.S. Kmart selling square footage for the five fiscal years ended
January 26, 2000, appearing in the "Consolidated Selected Financial Data" on
page 17 of the Registrant's 1999 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 appearing in "Management's Discussion and Analysis of
Results of Operations and Financial Condition" on pages 18 through 20 of the
Registrant's 1999 Annual Report to Shareholders, is incorporated herein by
reference.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Statements, other than those based on historical facts, including the
Year 2000 statements, which address activities, events or developments that the
Registrant expects or anticipates may occur in the future are forward-looking
statements which are based upon a number of assumptions concerning future
conditions that may ultimately prove to be inaccurate. Actual events and results
may differ materially from anticipated results described in such statements. The
Registrant's ability to achieve such results is subject to certain risks and
uncertainties, including, but not limited to, economic and weather conditions
which affect buying patterns of the Registrant's customers, changes in consumer
spending and the Registrant's ability to anticipate buying patterns and
implement appropriate inventory strategies, continued availability of capital
and financing, competitive factors and other factors affecting business beyond
the Registrant's control. Consequently, all of the forward-looking statements
are qualified by these cautionary statements and there can be no assurance that
the results or developments anticipated by the Registrant will be realized or
that they will have the expected effects on the Registrant or its business or
operations.
STATEMENT REGARDING YEAR 2000 DISCLOSURE
For purposes of any action brought under the securities laws, as that
term is defined in section 3(a)(47) of the Securities Exchange Act of 1934 (15
U.S.C. 78c(a)(47)), the Year 2000 Information and Readiness Disclosure Act does
not apply to any statements contained in any documents or materials filed with
the Securities and Exchange Commission, or with federal banking regulators,
pursuant to section 12(i) of the Securities Exchange Act of 1934 (15 U.S.C.
78l(i)), or disclosures or writing that when made accompanied the solicitation
of an offer or sale of securities.
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 as of January 26, 2000 and January 27, 1999 and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the three fiscal years ended January 26, 2000 and the notes to
consolidated financial statements, together with the report of
PricewaterhouseCoopers LLP, appearing on pages 21 through 32 of the Registrant's
1999 Annual Report to Shareholders, are incorporated herein by reference.
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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 pages 6 to 8 of the Registrant's Proxy Statement dated April 13,
2000 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 8, 9 and 10 to 16 of the Registrant's
Proxy Statement dated April 13, 2000 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" on pages 4
to 6 of the Registrant's Proxy Statement dated April 13, 2000 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 "Legal
Proceedings/Transactions with Management" on page 6 of the Registrant's Proxy
Statement dated April 13, 2000 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 1999
Annual Report to Shareholders:
Page(s) in
Registrant's
Annual Report
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Report of Independent Accountants 21
Consolidated Statements of Income for each of the
three fiscal years ended January 26, 2000 22
Consolidated Balance Sheets as of January 26, 2000
and January 27, 1999 23
Consolidated Statements of Cash Flows for each
of the three fiscal years ended January 26, 2000 24
Consolidated Statements of Shareholders' Equity for
each of the three fiscal years ended January 26, 2000 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 1999 Annual Report to Shareholders, which is
incorporated herein by reference.
3. Exhibits
See Exhibit Index included in this report.
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(cont.)
b) The Registrant filed the following Current Reports on Form 8-K during the
fiscal quarter ended January 26, 2000:
Filing Date Date of Report Item Reported
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December 3, 1999 November 10, 1999 Item 5.1. Press release announcing
earnings for the third quarter 1999.
Item 5.2. Filing of Statement of
Eligibility and Qualification on Form
T-1 of the Bank of New York to act as
trustee under the senior debt
securities indenture in connection
with the Registrant's Registration
Statement on Form S-3 (Registration
No. 333-74665).
December 15, 1999 December 6, 1999 Item 5. Announcement of Registrant
entering into a $1.1 Billion
Three-Year Revolving Credit Agreement
and a $600 Million 364-Day Revolving
Credit Agreement on December 6, 1999;
and the filing of the related
agreements.
December 17, 1999 December 8, 1999 Item 5. Filing of certain exhibits
under Item 7 relating to the
Registrant's offering of $300,000,000
principal amount of its 8 3/8% Notes
due 2004, which have been registered
under the Securities Act of 1933 on
Form S-3 (Registration No.
333-74665).
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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 18, 2000.
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
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(Floyd Hall)
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By: Martin E. Welch III
-----------------------------------------------
(Martin E. Welch III)
Senior 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 18, 2000.
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
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James B. Adamson, Director Floyd Hall, Director
Lilyan H. Affinito Robert D. Kennedy
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Lilyan H. Affinito, Director Robert D. Kennedy, Director
Stephen F. Bollenbach J. Richard Munro
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Stephen F. Bollenbach, Director J. Richard Munro, Director
Joseph A. Califano, Jr. Robin B. Smith
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Joseph A. Califano, Jr., Director Robin B. Smith, Director
Richard G. Cline Thomas T. Stallkamp
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Richard G. Cline, Director Thomas T. Stallkamp, Director
Willie D. Davis James O. Welch, Jr.
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Willie D. Davis, Director 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 [A]
*** (10f) Kmart Corporation 1992 Stock Option Plan, as amended [10g] [A]
***** (10g) Kmart Corporation Amended and Restated Directors Stock Plan [A]
** (10h) Form of Employment Agreement with Executive Officers [10j] [A]
* (10i) Kmart Corporation Supplemental Executive Retirement Plan [10c] [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) Employment Agreement with Floyd Hall [10n] [A]
******** (10n) Amendment to Employment Agreement [99] [A]
****** (10o) Kmart Corporation 1997 Long-Term Equity Compensation Plan [10n] [A]
***** (10p) Amended and Restated Kmart Corporation 1998 Management Deferred Compensation and Restoration Plan [A]
(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 26, 2000
(23) Consent of Independent Accountants
(27) Financial Data Schedule
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 Exhibits to the Form 10-K Report of the Registrant for the fiscal year ended January 27, 1999 (file
number 1-327) and are incorporated herein by reference.
****** Filed as part of the 1997 Proxy Statement and is incorporated herein by reference.
******* Filed as Form 8-K dated June 4, 1995 and is incorporated herein by reference.
******** Filed as Exhibit to the Form 10-Q Report of the Registrant for the fiscal quarter ended October 28, 1998
(file number 1-327) and is incorporated herein by reference.
[ #] Exhibit numbers in the Form 10-K or 10-Q Reports for the periods indicated.
[A] This document is a management contract or compensatory plan.
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In reliance upon Item 601(b)(4)(iii)(A) of Regulation S-K,
various instruments defining the rights of holders of
long-term debt of the Registrant are not being filed
herewith because the total amount of securities authorized
under each such instrument does not exceed 10% of the total
assets of the Registrant.
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
8-3/8% Notes Due 2004
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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