<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 2, 1996
-----------------------------------
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 number 1-11084
--------
KOHL'S CORPORATION
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1630919
- - --------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051
- - -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 703-7000
---------------------------
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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: December 11, 1996 Common
-------------------------
Stock, Par Value $.01 per Share, 73,914,752 Shares Outstanding.
- - --------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
KOHL'S CORPORATION
INDEX
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements:
Condensed Consolidated Balance Sheets at
November 2, 1996, February 3, 1996 and
October 28, 1995 3
Condensed Consolidated Statements of Income
for the Three Months and Nine Months Ended
November 2, 1996 and October 28, 1995 4
Consolidated Statement of Changes in
Shareholders' Equity for the Nine Months
Ended November 2, 1996 5
Condensed Consolidated Statements of
Cash Flows for the Nine Months Ended
November 2, 1996 and October 28, 1995 6
Notes to Condensed Consolidated Financial
Statements 7-8
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
PART II. OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
-2-
<PAGE>
KOHL'S CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
November 2, February 3, October 28,
1996 1996 1995
-------------------------------------------
(Unaudited) (Audited) (Unaudited)
Assets
------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $1,950 $2,819 $3,265
Merchandise inventories 587,090 320,325 469,007
Other 8,264 7,020 9,983
------------ ------------ -----------
Total current assets 597,304 330,164 482,255
Property and equipment, at cost 670,622 502,406 474,304
Less accumulated depreciation 119,314 93,238 85,542
------------ ------------ -----------
551,308 409,168 388,762
Other assets 6,523 4,564 5,262
Favorable lease rights 18,543 20,491 20,796
Goodwill 36,638 40,538 41,838
------------ ------------ -----------
Total assets $1,210,316 $804,925 $938,913
============ ============ ===========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Accounts payable $208,495 $68,810 $189,312
Accrued liabilities 68,908 57,259 58,045
Income taxes payable 7,468 21,628 6,523
Deferred income taxes 6,783 5,674 8,200
Current portion of long-term debt 1,425 1,425 1,345
------------ ------------ -----------
Total current liabilities 293,079 154,796 263,425
Long-term debt 395,686 187,699 260,250
Deferred income taxes 35,139 30,731 25,738
Other long-term liabilities 22,357 21,061 23,846
Shareholders' equity
Common stock-$.01 par value, 400,000,000 shares
authorized, 73,907,226, 73,736,670 and 73,589,578
issued at November 2, 1996, February 3, 1996 and
October 28, 1995 respectively. 739 737 736
Paid-in capital 191,907 188,998 186,102
Retained earnings 271,409 220,903 178,816
------------ ------------ -----------
Total shareholders' equity 464,055 410,638 365,654
------------ ------------ -----------
Total liabilities and shareholders' equity $1,210,316 $804,925 $938,913
============ ============ ===========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
3
<PAGE>
KOHL'S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
3 Months 3 Months 9 Months 9 Months
(13 Weeks) (13 Weeks) (39 Weeks) (39 Weeks)
Ended Ended Ended Ended
November 2, October 28, November 2, October 28,
1996 1995 1996 1995
-----------------------------------------------------------------------------
(In thousands except per share data)
<S> <C> <C> <C> <C>
Sales $598,052 $486,750 $1,541,288 $1,218,651
Cost of merchandise sold 399,572 326,145 1,029,448 812,411
----------- ----------- ----------- -----------
Gross margin 198,480 160,605 511,840 406,240
Operating expenses:
Selling, general, and administrative 138,324 113,534 371,653 297,474
Depreciation and amortization 10,334 7,459 28,063 20,622
Goodwill amortization 1,300 1,300 3,900 3,900
Credit operations non-recurring - 14,052 - 14,052
Preopening expenses 6,552 7,452 10,302 8,944
----------- ----------- ----------- -----------
Operating income 41,970 16,808 97,922 61,248
Interest expense, net 5,347 3,924 13,089 9,614
----------- ----------- ----------- -----------
Income before income taxes 36,623 12,884 84,833 51,634
Provision for income taxes 14,706 5,258 34,327 21,069
----------- ----------- ----------- -----------
Net income $21,917 $7,626 $50,506 $30,565
=========== =========== =========== ===========
Earnings per share:
Net income $0.30 $0.10 $0.68 $0.42
=========== =========== =========== ===========
Weighted average number of common shares 73,897 73,580 73,831 73,544
=========== =========== =========== ===========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
4
<PAGE>
KOHL'S CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock
------------------------- Paid-In Retained
Shares Amount Capital Earnings Total
-----------------------------------------------------------
(In thousands, except share data)
<S> <C> <C> <C> <C> <C>
Balance at February 3, 1996 73,736,670 $737 $188,998 $220,903 $410,638
Net income - - - 50,506 50,506
Exercise of stock options 170,556 2 2,909 - 2,911
-----------------------------------------------------------
Balance at November 2, 1996 73,907,226 $739 $191,907 $271,409 $464,055
===========================================================
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements
5
<PAGE>
KOHL'S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
9 Months 9 Months
(39 Weeks) (39 Weeks)
Ended Ended
November 2, 1996 October 28, 1995
------------------------------------
(In thousands)
<S> <C> <C>
Operating activities
Net income $50,506 $30,565
Adjustments to reconcile net income to net
cash used in operating activities
Depreciation and amortization 32,102 24,522
Deferred income taxes 5,517 8,183
Other noncash charges 1,213 912
Changes in operating assets and liabilities (130,917) (131,989)
-------------- --------------
Net cash used in operating activities (41,579) (67,807)
Investing activities
Acquisition of property and equipment, net (168,236) (104,248)
Other 10 (1,094)
-------------- --------------
Net cash used in investing activities (168,226) (105,342)
Financing activities
Net borrowings under working capital loan 9,000 146,000
Proceeds from public debt offering 200,000 -
Repayments of long-term debt (1,013) (832)
Payment of financing fees on debt (1,962) -
Net proceeds from issuance of common shares
(including stock options) 2,911 840
-------------- --------------
Net cash provided by financing activities 208,936 146,008
-------------- --------------
Net decrease in cash and cash equivalents (869) (27,141)
Cash and cash equivalents at beginning of period 2,819 30,406
-------------- --------------
Cash and cash equivalents at end of period $1,950 $3,265
============== ==============
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
6
<PAGE>
KOHL'S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for fiscal year end financial state-
ments. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. For further information, refer to the financial statements and foot-
notes thereto included in the Company's Form 10-K (Commission File No.
1-11084) filed with the Securities and Exchange Commission.
Shareholders' equity, share and per share amounts for all periods
presented have been adjusted for the 2 for 1 stock split declared by the
Company's Board of Directors on March 11, 1996 effected in the form of a stock
dividend. The dilutive effect of stock options on earnings per share is
immaterial.
2. Inventories
The Company uses the last-in, first out (LIFO) method of accounting
for merchandise inventory because it results in a better matching of cost and
revenues. The following information is provided to show the effects of the LIFO
provision on the quarter, as well as to provide users with the information to
compare to other companies not on LIFO.
<TABLE>
<CAPTION>
LIFO Expense 9 Months Ended
------------ --------------
Quarter November 2, 1996 October 28, 1995
------- ---------------- ----------------
(In Thousands)
<S> <C> <C>
First $1,171 $1,104
Second 1,184 1,090
Third 1,495 1,464
------ ------
Total $3,850 $3,658
</TABLE>
Inventories would have been $3,511,000 higher at November 2, 1996, $339,000
lower at February 3, 1996 and $4,717,000 higher at October 28, 1995 if they had
been valued using the first-in, first-out (FIFO) method.
-7-
<PAGE>
3. Contingencies
The Company is involved in various legal matters arising in the normal
course of business. In the opinion of management, the outcome of such
proceedings and litigation will not have a material adverse impact on the
Company's financial position or results of operations.
The Internal Revenue Service (the "IRS") is currently auditing the
Company's federal income tax returns for fiscal years ended August 1986, 1987
and 1988. In January 1994, the IRS proposed approximately $20 million of tax
consisting primarily of an adjustment to the LIFO inventory method used by the
Company. The impact of the proposed adjustments before interest had previously
been reflected in the Company's deferred income tax accounts. The Company is
contesting the proposed adjustments vigorously within the administrative appeals
process of the IRS and has reached a tentative resolution of the matter which,
if finalized, would not have a material adverse impact on the Company's results
of operations or liquidity.
-8-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
----------------------------------------------
THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 1996
---------------------------------------------------
Results of Operations
- - ---------------------
At November 2, 1996, the Company operated 150 stores compared with 128
stores at the same time last year. The Company successfully opened twelve new
stores during the three months ended November 2, 1996. Seven new stores opened
in September: three stores in the Charlotte, North Carolina market; the seventh
store in Cleveland, Ohio and stores in Lancaster, Pennsylvania; Moline, Illinois
and Omaha, Nebraska. In October, the Company opened five new stores: the 25th
store in the Chicago market, the 11th store in the Twin Cities; Lincoln,
Nebraska; Mishawaka, Indiana and Huntington, West Virginia. In addition, the
Company relocated one of its Indianapolis stores to a larger location.
Net sales increased $111.3 million or 22.9% to $598.1 million for the
three months ended November 2, 1996 from $486.8 million for the three months
ended October 28, 1995. Of the increase, $71.2 million is attributable to the
inclusion of 22 new stores opened in 1995 and 22 new stores opened in 1996. The
remaining $40.1 million is attributable to comparable store sales growth of
10.8% (excluding the discontinued electronics business).
Net sales increased $322.6 million or 26.5% to $1,541.3 million for
the nine months ended November 2, 1996 from $1,218.7 million for the nine months
ended October 28, 1995. Of the increase, $213.9 million is attributable to the
inclusion of 22 new stores opened in 1995 (net of the sales of two
underperforming stores closed in 1995) and 22 new stores opened in 1996. The
remaining $108.7 million is attributable to comparable store sales growth of
11.1% (excluding the discontinued electronics business).
Due to a shift in the fiscal accounting calendar, the fiscal quarter
ending dates are one week later this year than a year ago. On a calendar basis,
matching the thirteen weeks ended November 2, 1996 with the thirteen weeks ended
November 4, 1995, total sales increased 18.4%. Comparable store sales increased
7.6% (excluding the discontinued electronics business). Matching the 39 weeks
ended November 2, 1996 with the 39 weeks ended November 4, 1995, total sales
increased 22.9% and comparable sales increased 8.6% (excluding the discontinued
electronics business) on this basis.
Gross margin for the three months ended November 2, 1996 was 33.2%
compared to 33.0% in the three months ended October 28, 1995. Gross margin for
the nine months ended November 2, 1996 was 33.2% compared to 33.3% in the nine
months ended October 28, 1995. A low-cost operating environment and continued
focus on expense control allows the Company to profitably offer value to its
customers.
-9-
<PAGE>
Operating income for the three months ended November 2, 1996 increased
$25.2 million over the three months ended October 28, 1995. Operating income
for the nine months ended November 2, 1996, increased $36.7 million over the
nine months ended October 28, 1995. Last year, the Company incurred a non-
recurring charge related to bringing the credit card operation in-house.
Excluding the non-recurring credit charge, operating income increased $11.1
million or 36.0% over the three months ended October 28, 1995. Excluding the
non-recurring credit charge, operating income increased $22.6 million or 30.0%
over the nine months ended October 28, 1995. These increases resulted primarily
from the increased sales and the Company's ability to leverage its selling,
general and administrative expenses as net sales increased. Selling, general
and administrative expenses declined to 23.1% of net sales for the three months
ended November 2, 1996 from 23.3% of net sales for the three months ended
October 28, 1995. Selling, general and administrative expenses declined to
24.1% of net sales for the nine months ended November 2, 1996 from 24.4% of net
sales for the nine months ended October 28, 1995.
Costs associated with the opening of new stores are accumulated for
the 6-8 weeks prior to opening and expensed over the two week grand opening
period. The Company expensed $6.6 million of preopening expenses in the three
months ended November 2, 1996. The expenses relate to the balance of the
preopening expense for two stores which opened in the last week of the three
month period ended August 3, 1996 and the expenses of 12 new stores and one
relocated store opened during the three months ended November 2, 1996. The
Company expensed $7.5 million in the three months ended October 28, 1995 in
opening 19 new stores and relocating one store. In the nine months ended
November 2, 1996, the Company expensed $10.3 million of preopening expenses
associated with the opening of 22 new stores and the relocation of one store.
The Company expensed $8.9 million of preopening expenses for 22 new stores and
the relocation of one store in the nine months ended October 28, 1995. The
expenses relate to the costs associated with new store openings, including
hiring and training costs for new employees, Kohl's charge account solicitation
and processing and transporting initial merchandise.
Net interest expense for the three months ended November 2, 1996
increased $1.4 million from the three months ended October 28, 1995. Net
interest expense for the nine months ended November 2, 1996 increased $3.5
million from the nine months ended October 28, 1995. The increase was due to
higher interest rates associated with the $100 million non-callable 6.7%
unsecured senior notes issued in February 1996 and increased spending on capital
and working capital requirements of new stores. The Company expects interest
expense to continue to increase during the remainder of fiscal 1996 based on
increased borrowings for new store's capital and working capital requirements
and higher interest rates on its fixed rate debt.
-10-
<PAGE>
For the three months ended November 2, 1996, net income increased to
$21.9 million or $.30 per share from $7.6 million or $.10 per share in the three
months ended October 28, 1995. Excluding the non-recurring charge related to
bringing the credit card operation in-house last year, net income was $15.9
million or $.22 per share for the three months ended October 28, 1995. For the
nine months ended November 2, 1996, net income increased to $50.5 million or
$.68 per share from $30.6 million or $.42 per share. Excluding the non-
recurring credit charge, net income was $38.9 million or $.53 per share for the
nine months ended October 28, 1995.
Seasonality & Inflation
- - -----------------------
The Company's business is seasonal, reflecting increased consumer buying
in the "back-to-school" and Christmas seasons. The Company's financial position
and operations are also affected by the timing of new store openings. Inflation
did not materially affect the Company's net income during the periods presented.
Financial Condition and Liquidity
- - ---------------------------------
The Company's primary ongoing cash requirements are for inventory
purchases, capital expenditures in connection with the Company's expansion and
remodeling programs and preopening expenses. The Company's primary sources of
funds for its business activities are cash flow from operations, borrowings
under its revolving credit facility, the availability of the debt securities
under the Company's shelf registration statement and short-term trade credit.
Short-term trade credit, in the form of extended payment terms for inventory
purchases or third party factor financing, represents a significant source of
financing for merchandise inventories. The Company's working capital and
inventory levels typically build throughout the fall, peaking during the
Christmas selling season.
At November 2, 1996, the Company's merchandise inventories had increased
$266.8 million over the February 3, 1996 balance and $118.1 million over the
October 28, 1995 balance. These increases reflect the purchase of fall inventory
as well as inventory for new stores. The Company's working capital increased to
$304.2 million at November 2, 1996 from $175.4 million at February 3, 1996 and
$218.8 million at October 28, 1995. The increase is due primarily to higher
inventory levels offset in part by increased accounts payable. The Company
expects working capital levels to continue to grow as new stores are opened.
-11-
<PAGE>
Cash used in operating activities was $41.6 million for the nine
months ended November 2, 1996 compared to cash used of $67.8 million for the
nine months ended October 28, 1995. Excluding changes in operating assets and
liabilities, cash provided by operating activities was $89.3 million for the
nine months ended November 2, 1996 compared to $64.2 million for the nine months
ended October 28, 1995.
Capital expenditures for the nine months ended November 2, 1996 were
$168.2 million (no additional assets under capital lease) compared to $110.6
million (including $6.4 million of assets under capital leases) for the same
period a year ago. The increase in expenditures in 1996 is primarily
attributable to the 1997 new stores program, and the relocation of the Company's
corporate headquarters within Menomonee Falls, Wisconsin in July 1996 to an
owned facility.
Total capital expenditures for fiscal 1996 are currently expected to
be approximately $220.0 million (excluding assets under capital leases). The
actual amount of the Company's future annual capital expenditures will depend
primarily on the number of new stores opened, whether such stores are owned or
leased by the Company and the number of existing stores remodeled or
refurbished.
The Company's long-term debt increased from $187.7 million at February
3, 1996 to $395.7 million at November 2, 1996. On February 6, 1996 the Company
issued $100 million non-callable 6.70% unsecured senior notes under the
Company's $250 million shelf registration statement. The notes mature on
February 1, 2006. On October 15, 1996, the Company issued $100 million non-
callable 7.375% unsecured senior notes under the Company's $250 million shelf
registration statement. The notes mature on October 15, 2011. The proceeds
were used to paydown borrowings under its $200 million unsecured revolving
credit facility and will support future Company growth.
The Company anticipates that it will be able to satisfy its current
operating needs, planned capital expenditures and debt service requirements with
current working capital, cash flows from operations, seasonal borrowings under
its revolving credit facility, offerings of debt securities, short-term trade
credit and other lending facilities.
Information in this document contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, such
as statements relating to debt service requirements and planned capital
expenditures. Forward-looking statements can be identified by the use of
forward-looking terminology such as "believes", "expects", "may", "will",
"should" or "anticipates" or the negative thereof or other variations thereon.
No assurance can be given that the future results covered by the forward-looking
statements will be achieved.
-12-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
10.10 Amendment No. 4 dated September 16, 1996 and Waiver and
Amendment No. 5 dated November 3, 1996 to the
Receivables Purchase Agreement dated as of September 1,
1995 by and among Kohl's Department Stores, Inc.,
Preferred Receivables Funding Corporation and the First
National Bank of Chicago as agent, incorporated herein
by reference.
12.1 Statement regarding calculation of ratio of earnings
to fixed charges.
27 Financial Data Schedule - Article 5 of Regulation S-X
b) Reports on Form 8-K
There were no reports on Form 8-K filed for three months ended
November 2, 1996
-13-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Kohl's Corporation
(Registrant)
Date: December 13, 1996 /s/ William Kellogg
---------------------------------
William Kellogg
Chairman, Chief Executive Officer
Date: December 13, 1996 /s/ Arlene Meier
---------------------------------
Arlene Meier
Senior Vice President - Finance
Chief Financial Officer
-14-
<PAGE>
AMENDMENT NO. 4 TO EXHIBIT 10.10
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 4 (this "Amendment"), is entered into as of
September 16, 1996, by and among KOHL'S DEPARTMENT STORES, INC., a Delaware
corporation (the "Seller"), the INVESTORS, PREFERRED RECEIVABLES FUNDING
CORPORATION ("PREFCO"), and THE FIRST NATIONAL BANK OF CHICAGO, as Agent (in
such capacity, the "Agent"), with respect to the RECEIVABLES PURCHASE AGREEMENT,
dated as of September 1, 1995, by and among the Seller, the Investors, PREFCO
and the Agent (the "Receivables Purchase Agreement"). Unless defined elsewhere
herein, capitalized terms used in this Amendment shall have the meaning assigned
to such terms in the Receivables Purchase Agreement.
PRELIMINARY STATEMENT
The parties desire to amend the Receivables Purchase Agreement to
increase the Purchase Limit thereunder to $200,000,000.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree to as follows:
SECTION 1. AMENDMENTS. Subject to the terms and conditions hereinafter set
----------
forth, and in reliance on the representations and warranties set forth in
Section 2 hereof, each of the parties hereby agrees to amend the Receivables
Purchase Agreement as follows:
1.1. The cover page of the Receivables Purchase Agreement is hereby
amended by deleting "$175,000,000" where it appears therein and by inserting
"$200,000,000" in lieu thereof.
1.2. Each of (a) the Commitment of First Chicago and (b) the
Purchase Limit is hereby increased to $200,000,000.
SECTION 2. REPRESENTATION AND WARRANTIES.
-----------------------------
2.1. Seller Representations. As of the date hereof, the Seller
----------------------
represents and warrants to the Agent and the Investors that:
<PAGE>
(a) Corporate Existence and Power. The Seller is a corporation duly
-----------------------------
organized, validly existing and in good standing under the laws of its
state of incorporation, and has all corporate power and all governmental
licenses, authorizations, consents and approvals required to carry on its
business in each jurisdiction in which its business is conducted, except
for such failures which will not, individually or in the aggregate, have a
Material Adverse Effect.
(b) No Conflict. The execution, delivery and performance by the
-----------
Seller of this Amendment, and the Seller's use of the proceeds of purchases
made under the Receivables Purchase Agreement, as amended hereby, are
within its corporate powers, have been duly authorized by all necessary
corporate action, do not contravene or violate (i) its certificate of
incorporation or by-laws, (ii) any law, rule or regulation applicable to
it, (iii) any restrictions under any agreement, contract or instrument to
which it is a party or by which it or any of its property is bound, or (iv)
any order, writ, judgment, award, injunction or decree binding on or
affecting it or its property, and do not result in the creation or
imposition of any Adverse Claim on assets of the Seller (except created
under the Receivables Purchase Agreement); and no transaction contemplated
by the Receivables Purchase Agreement, as amended hereby, requires
compliance with any bulk sales act or similar law. This Amendment, and
each of the Transaction Documents to which the Seller is a party, have been
duly executed and delivered by the Seller.
(c) Governmental Authorization. Other than the filing of the
--------------------------
financing statements required under the Receivables Purchase Agreement, all
of which filings have previously been made, no authorization or approval or
other action by, and no notice to or filing with, any governmental
authority or regulatory body is required for the due execution, delivery
and performance by the Seller of the Receivables Purchase Agreement, as
amended hereby.
(d) Binding Effect. The Receivables Purchase Agreement, as amended
--------------
hereby, constitute the legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or limiting creditors;
rights generally or general equitable principles.
(e) Absence of Certain Events. No Servicer Default, Potential
-------------------------
Servicer Default, Termination Event or Potential Termination Event exists
and is continuing as of the date hereof.
2.2. Investors Representation. As of the date hereof, each of the
------------------------
Investors represents and warrants to the other parties hereto that:
2
<PAGE>
(a) Due Execution. This Amendment has been duly executed and
-------------
delivered by such Investor.
(b) Binding Effect. The Receivables Purchase Agreement, as amended
--------------
hereby, constitutes the legal, valid and binding obligation of such
Investor, enforceable against it in accordance with its terms, except as
such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or limiting creditors'
rights generally or general equitable principles.
SECTION 3. CONDITIONS PRECEDENT. This Amendment shall become effective as of
--------------------
the date first above written when the Agent receives counterparts of this
Amendment duly executed by each of the parties hereto.
SECTION 4. MISCELLANEOUS.
-------------
4.1. Choice of Law. This Amendment shall be construed in accordance
-------------
with the internal laws (and not the law of conflicts) of the State of Illinois.
4.2. Counterparts; Severability. This Amendment may be executed in
--------------------------
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
Agreement. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provisions in any
other jurisdiction.
4.3. Ratification. Except as expressly amended hereby, each of the
------------
Transaction Documents shall remain unaltered and in full force and effect and is
hereby ratified and confirmed.
[signature pages to follow]
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date hereof.
KOHL'S DEPARTMENT STORES, INC.
By: /s/ Arlene Meier
-------------------------------------------
Name: Arlene Meier
-----------------------------------------
Title: Vice President/Chief Financial Officer
---------------------------------------
PREFERRED RECEIVABLES FUNDING
CORPORATION
By: /s/ Mark R. Matthews
-------------------------------------------
Authorized Signatory
INVESTORS:
Commitment
----------
$200,000,000 THE FIRST NATIONAL BANK OF CHICAGO
as an Investor and as Agent
By: /s/ Mark R. Matthews
-------------------------------------------
Title: Authorized Signatory
--------------------------------------
4
<PAGE>
WAIVER AND AMENDMENT NO. 5 TO EXHIBIT 10.10
RECEIVABLES PURCHASE AGREEMENT
THIS WAIVER AND AMENDMENT NO. 5 (this "Amendment"), is entered into as
of November 3, 1996, by and among KOHL'S DEPARTMENT STORES, INC., a Delaware
corporation (the "Seller"), the INVESTORS, PREFERRED RECEIVABLES FUNDING
CORPORATION ("PREFCO"), and THE FIRST NATIONAL BANK OF CHICAGO, as Agent (in
such capacity, the "Agent"), with respect to the RECEIVABLES PURCHASE AGREEMENT,
dated as of September 1, 1995, by and among the Seller, the Investors, PREFCO
and the Agent (as heretofore amended from time to time, the "Receivables
Purchase Agreement"). Unless defined elsewhere herein, capitalized terms used in
this Amendment shall have the meanings assigned to such terms in the Receivables
Purchase Agreement.
PRELIMINARY STATEMENT
The parties desire to amend the Receivables Purchase Agreement to
reflect the formation by the Seller of one or more wholly-owned
subsidiaries for whose customers the Seller will provide credit card
services, and to permit the sale of Receivable Interests in the receivables
arising thereunder.
In addition, the Seller has requested that the Agent and the
Purchasers waive a breach of Section 1.10 of the Receivables Purchase
Agreement for the periods ended July 6, 1996 and October 5, 1996.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree to as follows:
SECTION 1. AMENDMENTS. Subject to the terms and conditions hereinafter
----------
set forth, and in reliance on the representations and warranties set forth in
Section 3 hereof, each of the parties hereby agrees to amend the Receivables
Purchase Agreement as follows:
1.1. Exhibit I to the Agreement is hereby amended to add the
following new definition in its appropriate alphabetical order:
"Wholly-Owned Subsidiary" means each existing and future Subsidiary of
the Seller in which the Seller owns, directly or indirectly, 100% of the
outstanding capital stock.
<PAGE>
1.2. Clause (g) of the definition of "Eligible Receivable" set forth
in Exhibit I to the Agreement is hereby amended and restated in its entirety to
read as follows:
(g) which was generated in the ordinary course of the Seller's
business and relates to the retail sale of goods or services by one of the
Seller's or a Wholly-Owned Subsidiary's stores,
1.3. The definition of "Receivable" set forth in Exhibit I to the
Agreement is hereby amended and restated in its entirety to read as follows:
"Receivable" means the indebtedness and other obligations owed to the
Seller (without giving effect to any transfer or conveyance hereunder)
whether constituting an account, chattel paper, instrument or general
intangible, arising in connection with the sale of goods or the rendering
of services by the Seller or by a Wholly-Owned Subsidiary, and includes,
without limitation, the obligation to pay any Finance Charges with respect
thereto. Indebtedness and other rights and obligations arising from any
one transaction, including, without limitation, indebtedness and other
rights and obligations represented by an individual invoice, shall
constitute a Receivable separate from a Receivable consisting of the
indebtedness and other rights and obligations arising from any other
transaction.
1.4. Clauses (a) and (i) of Article III of the Agreement are hereby
amended and restated in their entirety to read, respectively, as follows:
(a) Corporate Existence and Power. Each of the Seller and its
------------------------------
Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of its state of incorporation, and has all
corporate power and all governmental licenses, authorizations, consents and
approvals required to carry on its business in each jurisdiction in which
its business is conducted, except for such failures which will not,
individually or in the aggregate, have a Material Adverse Effect.
(i) Collection Banks; etc. Except as otherwise notified to the
----------------------
Agent in accordance with Section 5.2(b), (i) the Seller has instructed all
--------------
Obligors to pay all Collections directly to a lock-box listed on Exhibit
III or at one of the Seller's or a Wholly-Owned Subsidiary's stores, (ii)
all proceeds from such lock-boxes are deposited directly by a Collection
Bank into one of the depository accounts listed on Exhibit III, (iii) the
names and addresses of all Collection Banks, together with the account
numbers of the Collection Accounts of the Seller at each Collection Bank,
are listed on Exhibit III. The Seller has not granted any Person, other
than the Agent as contemplated by this Agreement, dominion and control of
any Collection Account, or the right to take
2
<PAGE>
dominion and control of any Collection Account at a future time or upon the
occurrence of a future event.
SECTION 2. WAIVER. Subject to the terms and conditions hereinafter set
------
forth, and in reliance on the representations and warranties set forth in
Section 3 hereof, each of the parties hereby agrees that any Servicer Default or
Termination Event that may have arisen under the Receivables Purchase Agreement
by virtue of the aggregate Receivable Interests of the Purchasers exceeding 100%
for the periods ended July 6, 1996 and October 5, 1996, is hereby waived.
SECTION 3. REPRESENTATIONS AND WARRANTIES.
------------------------------
3.1. Seller Representations. As of the date hereof, the Seller
-----------------------
represents and warrants to the Agent and the Purchasers that:
(a) Corporate Existence and Power. Each of the Seller and its
-----------------------------
Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of its state of incorporation, and has all
corporate power and all governmental licenses, authorizations, consents and
approvals required to carry on its business in each jurisdiction in which
its business is conducted, except for such failures which will not,
individually or in the aggregate, have a Material Adverse Effect.
(b) No Conflict. The execution, delivery and performance by the
-----------
Seller of this Amendment, and the Seller's use of the proceeds of purchases
made under the Receivables Purchase Agreement, as amended hereby, are
within its corporate powers, have been duly authorized by all necessary
corporate action, do not contravene or violate (i) its certificate of
incorporation or by-laws, (ii) any law, rule or regulation applicable to
it, (iii) any restrictions under any agreement, contract or instrument to
which it is a party or by which it or any of its property is bound, or (iv)
any order, writ, judgment, award, injunction or decree binding on or
affecting it or its property, and do not result in the creation or
imposition of any Adverse Claim on assets of the Seller (except created
under the Receivables Purchase Agreement); and no transaction contemplated
by the Receivables Purchase Agreement, as amended hereby, requires
compliance with any bulk sales act or similar law. This Amendment, and each
of the Transaction Documents to which the Seller is a party, have been duly
executed and delivered by the Seller.
(c) Governmental Authorization. Other than the filing of the
--------------------------
financing statements required under the Receivables Purchase
3
<PAGE>
Agreement and the financing statement amendments contemplated by Section 4
of this Amendment, all of which filings have previously been made, no
authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body is required for the due
execution, delivery and performance by the Seller of the Receivables
Purchase Agreement, as amended hereby.
(d) Binding Effect. The Receivables Purchase Agreement, as amended
--------------
hereby, constitutes the legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or limiting creditors'
rights generally or general equitable principles.
(e) Absence of Certain Events. After giving effect to the waiver and
-------------------------
amendments contained herein, no Servicer Default, Potential Servicer
Default, Termination Event or Potential Termination Event exists and is
continuing as of the date hereof.
3.2. Investor Representations. As of the date hereof, each of the
-------------------------
Investors represents and warrants to the other parties hereto that:
(a) Due Execution. This Amendment has been duly executed and
------------
delivered by such Investor.
(b) Binding Effect. The Receivables Purchase Agreement, as amended
--------------
hereby, constitutes the legal, valid and binding obligation of such
Investor, enforceable against it in accordance with its terms, except as
such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or limiting creditors'
rights generally or general equitable principles.
SECTION 4. CONDITIONS PRECEDENT. This Amendment shall become effective as
--------------------
of the date first above written only when each of the following conditions
precedent has been satisfied:
(a) the Agent receives counterparts of this Amendment duly executed by
each of the parties hereto; and
(b) the Agent receives an amendment, duly executed by the Seller and
in form suitable for filing, to Uniform Commercial Code financing statement
no. 1531086 filed by the Agent against the Seller on August 30, 1995 with
the Secretary of State of the State of Wisconsin, reflecting an amendment
to the definition of "Receivables" set forth on Exhibit A thereto
consistent with the amended to such defined term set forth in Section 1.3
above.
4
<PAGE>
SECTION 5. MISCELLANEOUS.
-------------
5.1. Choice of Law. This Amendment shall be construed in
--------------
accordance with the internal laws (and not the law of conflicts) of the State of
Illinois.
5.2. Counterparts; Severability. This Amendment may be executed in
---------------------------
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
Agreement. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
5.3. Ratification. Except as expressly amended hereby, each of the
------------
Transaction Documents shall remain unaltered and in full force and effect and is
hereby ratified and confirmed.
[signature page follows]
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their duly authorized officers as of the date
hereof.
KOHL'S DEPARTMENT STORES, INC.
By: /s/ Arlene Meier
----------------------------------------
Name: Arlene Meier
--------------------------------------
Title: Chief Financial Officer
-------------------------------------
PREFERRED RECEIVABLES FUNDING CORPORATION
By: /s/ Mark R. Matthews
----------------------------------------
Authorized Signatory
THE FIRST NATIONAL BANK OF CHICAGO,
as an Investor and as Agent
By: /s/ Mark R. Matthews
----------------------------------------
Authorized Signatory
6
<PAGE>
Exhibit 12.1
Kohl's Corporation
Ratio of Earnings to Fixed Charges
($000s)
<TABLE>
<CAPTION>
39 Weeks Ended
--------------
November 2, September 30, Fiscal Year (1)
-----------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings
- - --------
Income before income taxes and
extraordinary items $84,833 $51,634 $122,729 $117,451 $96,691 $50,134 $33,413
Fixed charges 31,104 22,398 30,770 19,758 16,144 21,503 30,922
Less interest capitalized
during period (1,882) (968) (1,287) (603) (376) 0 0
--------- -------- --------- -------- -------- ------- -------
$114,055 $73,064 $152,212 $136,606 $112,459 $71,637 $64,335
========= ======== ========= ======== ======== ======= =======
Fixed Charges
- - -------------
Interest (expensed or capitalized) $15,076 $10,867 $14,895 $7,911 $6,253 $13,648 $24,797
Portion of rent expense
representative of interest 15,889 11,474 15,798 11,777 9,113 6,794 4,531
Amortization of deferred
financing fees 139 57 77 70 778 1,061 1,594
--------- -------- --------- -------- -------- ------- -------
$31,104 $22,398 $30,770 $19,758 $16,144 $21,503 $30,922
========= ========= ========= ======== ======== ======= =======
Ratio of earnings to fixed charges 3.67 3.26 4.95 (2) 6.91 6.97 3.33 2.08
========= ======== ========= ======== ======== ======= =======
</TABLE>
(1) Fiscal 1994, 1993 and 1992 are 52 week years and fiscal 1995 and 1991 are 53
week years.
(2) Excluding the credit operations non-recurring expense of $14,052, the
ratio of earnings to fixed charges would be 5.40.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-START> FEB-04-1996
<PERIOD-END> NOV-02-1996
<CASH> 1,950
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 587,090
<CURRENT-ASSETS> 597,304
<PP&E> 670,622
<DEPRECIATION> 119,314
<TOTAL-ASSETS> 1,210,316
<CURRENT-LIABILITIES> 293,079
<BONDS> 395,686
0
0
<COMMON> 739
<OTHER-SE> 463,316
<TOTAL-LIABILITY-AND-EQUITY> 1,210,316
<SALES> 1,541,288
<TOTAL-REVENUES> 1,541,288
<CGS> 1,029,448
<TOTAL-COSTS> 1,443,366
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,089
<INCOME-PRETAX> 84,833
<INCOME-TAX> 34,327
<INCOME-CONTINUING> 50,506
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50,506
<EPS-PRIMARY> 0.68
<EPS-DILUTED> 0.67
</TABLE>
