<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[ X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended February 3, 1996
---------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to _______________
Commission file number 1-11084
-------------------------------------------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
KOHL'S CORPORATION EMPLOYEE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
KOHL'S CORPORATION
N56 W17000 RIDGEWOOD DRIVE
MENOMONEE FALLS, WI 53051
1
<PAGE>
REQUIRED INFORMATION
--------------------
1. Not Applicable.
2. Not Applicable
3. Not Applicable
4. The Kohl's Corporation Employee Savings Plan (the Plan) is subject to the
requirements of the Employee Retirement Income Security Act of 1974
("ERISA"). Attached hereto is a copy of the most recent financial statements
and schedules of the Plan prepared in accordance with the financial
reporting requirements of ERISA.
Exhibits
- --------
24. Consent of Independent Auditors
2
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
Kohl's Corporation Employee Savings Plan
Date: July 29, 1996 By: /s/Arlene Meier
------------- --------------------------
Arlene Meier
Administrative Committee Member
3
<PAGE>
Kohl's Corporation
Employee Savings Plan
Financial Statements
and Supplemental Schedules
Years ended February 3, 1996
and January 28, 1995
CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors................................... 1
Financial Statements
Statements of Net Assets Available for Plan Benefits............. 2
Statements of Changes in Net Assets Available for Plan Benefits.. 4
Notes to Financial Statements.................................... 7
Supplemental Schedules
Assets Held For Investment....................................... 10
Transactions or Series of Transactions in Excess of 5 Percent
of the Current Value of Plan Assets............................ 11
</TABLE>
<PAGE>
Report of Independent Auditors
Plan Administrator
Kohl's Corporation Employee Savings Plan
We have audited the accompanying statements of net assets available for plan
benefits of Kohl's Corporation Employee Savings Plan (the Plan) as of February
3, 1996 and January 28, 1995, and the related statements of changes in net
assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
February 3, 1996 and January 28, 1995, and the changes in its net assets
available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment as of February 3, 1996, and transactions or series
of transactions in excess of 5 percent of the current value of plan assets for
the year then ended, are presented for purposes of complying with the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the basic
financial statements. The fund information in the statements of net assets
available for plan benefits and the statements of changes in net assets
available for plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and changes in
net assets available for plan benefits of each fund. The supplemental schedules
and fund information have been subjected to the auditing procedures applied in
our audits of the basic financial statements and, in our opinion, are fairly
stated in material respects in relation to the basic financial statements taken
as a whole.
June 21, 1996 ERNST & YOUNG LLP
1
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Kohl's Corporation
Employee Savings Plan
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
FEBRUARY 3, 1996
-------------------------------------------------------------------
Stock Balance Stable Income Company
Fund Fund Fund Stock Fund Total
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments, at fair value:
William Blair Growth Fund $10,216,580 $ - $ - $ - $10,216,580
Stagecoach Asset
Allocation Fund - 7,801,703 - - 7,801,703
Employee Benefit GIC
Fund - - 9,002,824 - 9,002,824
Kohl's Corporation
Common Stock - - - 3,262,285 3,262,285
Employee Benefit Short-
Term Investment Fund - - - - -
Bank of America Short-
Term Investment Fund 2,509 4,459 1,544 4,168 12,680
-------------------------------------------------------------------
Total investments 10,219,089 7,806,162 9,004,368 3,266,453 30,296,072
Receivables:
Interest - 19,018 - - 19,018
Company contribution 39,891 30,104 27,547 46,044 143,586
Participants' contribution 167,172 122,831 106,745 64,509 461,257
-------------------------------------------------------------------
Total receivables 207,063 171,953 134,292 110,553 623,861
-------------------------------------------------------------------
Net assets available for
plan benefits $10,426,152 $7,978,115 $9,138,660 $3,377,006 $30,919,933
===================================================================
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
JANUARY 28, 1995
-------------------------------------------------------------------------
Stock Balance Stable Company
Fund Fund Income Fund Stock Fund Total
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments, at fair value:
William Blair Growth Fund $4,051,752 $ - $ - $ - $ 4,051,752
Stagecoach Asset
Allocation Fund - 4,687,950 - - 4,687,950
Employee Benefit GIC
Fund - - 9,708,972 - 9,708,972
Kohl's Corporation
Common Stock - - - 1,714,503 1,714,503
Employee Benefit Short-
Term Investment Fund - - - 10,554 10,554
Bank of America Short-
Term Investment Fund - - - - -
-------------------------------------------------------------------------
Total investments 4,051,752 4,687,950 9,708,972 1,725,057 $20,173,731
Receivables:
Interest 67 18,620 44 256 18,987
Company contribution 31,127 23,624 27,140 12,665 94,556
Participants' contribution 147,679 113,110 122,342 61,588 444,719
--------------------------------------------------------------------------
Total receivables 178,873 155,354 149,526 74,509 558,262
--------------------------------------------------------------------------
Net assets available for
plan benefits $4,230,625 $4,843,304 $9,858,498 $1,799,566 $20,731,993
==========================================================================
See accompanying notes. 3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Kohl's Corporation
Employee Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
Year ended February 3, 1996
Stable
Stock Balance Income Company
Fund Fund Fund Stock Fund Total
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions:
Net realized and unrealized
appreciation in fair value of
investments $ 1,615,254 $1,273,579 $ 554,021 $ 716,591 $ 4,159,445
Interest and dividend income 383,635 236,331 793 1,806 622,565
--------------------------------------------------------------------
Net investment income 1,998,889 1,509,910 554,814 718,397 4,782,010
Contributions:
Company 360,027 276,638 281,215 145,006 1,062,886
Participants 2,051,854 1,513,473 1,516,083 822,061 5,903,471
--------------------------------------------------------------------
Total contributions 2,411,881 1,790,111 1,797,298 967,067 6,966,357
--------------------------------------------------------------------
Total additions 4,410,770 3,300,021 2,352,112 1,685,464 11,748,367
Deductions:
Benefit and withdrawal
payments 304,904 242,551 920,376 86,727 1,554,558
Other expenses 2,571 1,109 1,933 256 5,869
--------------------------------------------------------------------
Total deductions 307,475 243,660 922,309 86,983 1,560,427
Transfers between funds 2,092,232 78,450 (2,149,641) (21,041) -
--------------------------------------------------------------------
Increase in net assets
available for plan benefits 6,195,527 3,134,811 (719,838) 1,577,440 10,187,940
Net assets available for plan
benefits at beginning of year 4,230,625 4,843,304 9,858,498 1,799,566 20,731,993
--------------------------------------------------------------------
Net assets available for plan
benefits at end of year $10,426,152 $7,978,115 $ 9,138,660 $3,377,006 $30,919,933
====================================================================
See accompanying notes 4
</TABLE>
<PAGE>
Kohl's Corporation
Employee Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
(continued)
Year ended January 28, 1995
<TABLE>
<CAPTION>
Stable
Stock Balance Income Company
Fund Fund Fund Stock Fund
-----------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Net realized and unrealized
appreciation (depreciation)
in fair value of investments $ (144,146) $ 98,410 $ 164,740 $ (2,088)
Interest and dividend income 264,459 126,771 357 3,545
-----------------------------------------------------
Net investment income 120,313 225,181 165,097 1,457
Contributions:
Company 143,108 108,572 145,292 58,914
Participants 681,262 522,003 631,404 274,179
-----------------------------------------------------
Total contributions 824,370 630,575 776,696 333,093
-----------------------------------------------------
Total additions 944,683 855,756 941,793 334,550
Deductions-
Benefit and withdrawal payments 9,207 2,509 349,156 442
-----------------------------------------------------
935,476 853,247 592,637 334,108
Transfer from Marshall & Ilsley
Trust Company - - - -
Transfer to Bank of America
Trust Company 5,224,760 3,963,646 7,386,794 1,441,325
Transfers between funds (1,929,611) 26,411 1,879,067 24,133
-----------------------------------------------------
Increase in net assets available
for plan benefits 4,230,625 4,843,304 9,858,498 1,799,566
Net assets available for plan
benefits at beginning of year - - - -
-----------------------------------------------------
Net assets available for plan
benefits at end of year $ 4,230,625 $4,843,304 $9,858,498 $1,799,566
=====================================================
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Stable Money
Income Equity Market
Fund Fund Fund Total
--------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Net realized and unrealized
appreciation (depreciation) in
fair value of investments $ (497,599) $ (464,821) $ - $ (845,504)
Interest and dividend income 343,644 77,191 93,624 909,591
--------------------------------------------------------
Net investment income (153,955) (387,630) 93,624 64,087
Contributions:
Company 147,869 184,191 105,219 893,165
Participants 603,171 808,064 458,452 3,978,535
--------------------------------------------------------
Total contributions 751,040 992,255 563,671 4,871,700
--------------------------------------------------------
Total additions 597,085 604,625 657,295 4,935,787
Deductions -
Benefit and withdrawal payments 257,169 290,627 167,597 1,076,707
--------------------------------------------------------
339,916 313,998 489,698 3,859,080
Transfer from Marshall & Ilsley
Trust Company (7,228,753) (6,936,504) (3,851,268) (18,016,525)
Transfer to Bank of America Trust
Company - - - 18,016,525
Transfers between funds (98,097) 2,370 95,727 -
--------------------------------------------------------
Increase in net assets available
for plan benefits (6,986,934) (6,620,136) (3,265,843) 3,859,080
Net assets available for plan benefits
at beginning of year 6,986,934 6,620,136 3,265,843 16,872,913
--------------------------------------------------------
Net assets available for plan benefits
at end of year $ - $ - $ - $ 20,731,993
========================================================
</TABLE>
See accompanying notes. 6
<PAGE>
KOHL'S CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 3, 1996
1. DESCRIPTION OF PLAN
The Kohl's Corporation Employee Savings Plan (the Plan) is a defined
contribution plan covering all employees of Kohl's Corporation (the Company)
with greater than 750 hours of service in any calendar year. It is subject to
the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Participants should refer to the "Savings Plan Handbook" for a description of
the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CHANGE IN TRUSTEES
Effective October 1, 1994, the Company changed trustees of the Plan from
Marshall and Ilsley Trust Company to Bank of America Trust Company. All assets
of the Plan were correspondingly transferred to Bank of America Trust Company.
VALUATION OF INVESTMENTS
Investments in Kohl's Corporation common stock, the William Blair Growth Fund
and the Stagecoach Asset Allocation Fund are valued at fair value as established
by quoted market prices. The Employee Benefit GIC Fund, the Employee Benefit
Short-Term Investment Fund and the Bank of America Short-Term Investment Fund
are valued at fair value based on the redemption prices established by Bank of
America Trust Company.
INVESTMENT OPTIONS
The Plan is intended to satisfy the requirements under Section 404(c) of the
Employee Retirement Income Security Act of 1974 and, therefore, provides that
participants may choose to direct their contributions and/or all or part of
their account balances among any of the Plan's four investment alternatives
quarterly.
CONTRIBUTIONS
Contributions from the Company are accrued for in accordance with the terms of
the Plan. Participant contributions are recorded in the period the Company makes
corresponding payroll deductions.
7
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KOHL'S CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EXPENSES
Expenses related to the administration of the Plan are paid by the Company.
PLAN YEAR
The Plan's fiscal year ends on the Saturday closest to January 31.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1995 financial statements in
order to conform to the 1996 presentation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts in the financial statements. Actual results could
differ from those estimates.
3. CONTRIBUTIONS AND BENEFIT AND WITHDRAWAL PAYMENTS
Eligible participants may make voluntary tax-deferred contributions up to a
total of 15% of their base compensation (as defined), subject to certain
regulatory limits. Participant contributions made with tax-deferred dollars
under Section 401(k) of the Internal Revenue Code are excluded from the
participant's current wages for federal income tax purposes. No federal income
tax is paid on the tax-deferred contributions and growth thereon until the
participant withdraws them from the Plan. The participant's contribution rate
may be adjusted at the discretion of the plan administrator if a reduced rate is
necessary to maintain Section 401(k) benefits. The Company contribution is equal
to 331/3% of each participant's contribution, up to a maximum of 2% of the
participant's base compensation.
All voluntary contributions made by a participant are fully vested. The
Company's matching contribution is 100% vested after five years of credited
service.
Upon termination, the nonvested portion of any participant account is forfeited.
Forfeitures are applied to reduce Company contributions.
8
<PAGE>
KOHL'S CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. CONTRIBUTIONS AND BENEFIT AND WITHDRAWAL PAYMENTS (CONTINUED)
Retired participants' and total and permanently disabled participants' vested
benefits are distributed, at the discretion of the participant, in a lump-sum
payment or in periodic equal installments over a period not exceeding the lesser
of ten years or the life expectancy of the participant. Terminated participants'
and deceased participants' vested benefits are distributed in a lump-sum
payment.
Participants may withdraw, at any time, upon substantial financial hardship (as
defined), any portion of the balance in their account which is attributable to
their voluntary tax-deferred contributions and earnings. Participants are
prohibited from making contributions to the Plan for twelve months following
receipt of a hardship withdrawal.
4. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
FEBRUARY 3, 1996 JANUARY 28, 1995
-------------------------------------
<S> <C> <C>
Net assets available for plan benefits
per the financial statements $30,919,933 $20,731,993
Amounts allocated to withdrawn (588,259) (135,885)
participants
-------------------------------------
Net assets available for plan benefits $30,331,674 $20,596,108
per the Form 5500
=====================================
</TABLE>
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
6. INCOME TAX STATUS
The Internal Revenue Service has ruled (September 30, 1991) that the Plan
qualifies under Section 401(a) of the Internal Revenue Code (IRC) and is,
therefore, not subject to tax under present income tax law. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Administrative Committee is not aware of any course of action
or series of events that have occurred that might adversely affect the Plan's
qualified status.
9
<PAGE>
Kohl's Corporation
Employee Savings Plan
Assets Held for Investment
February 3, 1996
<TABLE>
<CAPTION>
Number of Current
Description Shares/Units Cost Value
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
William Blair Growth Fund 845,044 $ 8,755,282 $10,216,580
Stagecoach Asset Allocation Fund 653,957 6,457,103 7,801,703
Employee Benefit GIC Fund 536,138 8,374,834 9,002,824
Kohl's Corporation Common Stock 56,859 2,583,294 3,262,285
Bank of America Short-Term
Investment Fund 12,680 12,680 12,680
----------- -----------
$26,183,194 $30,296,072
=========== ===========
</TABLE>
<PAGE>
Kohl's Corporation
Employee Savings Plan
Transactions or Series of Transactions in Excess
of 5 Percent of the Current Value of Plan Assets
Year ended February 3, 1996
<TABLE>
<CAPTION>
Current Value
of Asset on
Selling Purchase Cost of Transaction Net
Description of Assets Price Price Asset Date Gain
- --------------------------------------------------------------------------------------------------
Category (iii) -- Series of transactions in excess of 5 percent of plan assets
<S> <C> <C> <C> <C> <C>
Bank of America Short-
Term Fund:
6 sales $ 664,221 $ - $ 664,221 $ 664,221 $ -
24 purchases - 676,901 676,901 676,901 -
William Blair Growth Fund:
21 Sales 287,914 - 250,460 287,914 37,454
29 purchases - 4,837,488 4,837,488 4,837,488 -
Stagecoach Asset
Allocation Fund:
17 Sales 223,588 - 196,199 223,588 27,389
37 purchases - 2,063,762 2,063,762 2,063,762 -
Employee Benefit GIC
Fund:
29 sales 3,075,732 - 2,987,047 3,075,732 88,685
31 purchases - 1,815,562 1,815,562 1,815,562 -
Kohl's Corporation
Common Stock:
6 sales 543,058 - 507,546 543,058 35,512
17 purchases - 1,414,270 1,414,270 1,414,270 -
Employee Benefit Short-
Term Investment Fund:
189 sales 6,276,631 - 6,276,631 6,276,631 -
233 purchases - 6,266,077 6,266,077 6,266,077 -
</TABLE>
The above transactions were made on the market.
Category (i) transactions are included in the aggregate category (iii) amounts
above.
There were no Category (ii) or (iv) transactions during the year.
11
<PAGE>
Exhibit 24
----------
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
----------------------------------------------
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-84558) pertaining to the Kohl's Corporation Employee Savings Plan
(the Plan) of our report dated June 21, 1996, with respect to the financial
statements and schedules of the Plan included in this Annual report (Form 11-K)
for the year ended February 3, 1996.
Milwaukee, Wisconsin ERNST & YOUNG LLP
July 29, 1996
