<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 1, 1997
---------------------------------------
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
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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
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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 25, 1997 By: /s/ Arlene Meier
------------- --------------------------
Arlene Meier
Administrative Committee Member
3
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Kohl's Corporation
Employee Savings Plan
Financial Statements
and Supplemental Schedules
Years ended February 1, 1997
and February 3, 1996
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.................................... 6
Supplemental Schedules
Line 27(a)--Schedule of Assets Held For Investment Purposes...... 10
Line 27(d)--Schedule of Reportable Transactions.................. 11
</TABLE>
<PAGE>
[LETTERHEAD APPEARS HERE]
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
1, 1997 and February 3, 1996, 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 1, 1997 and February 3, 1996, 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 purposes as of February 1, 1997, and reportable
transactions 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.
/s/ ERNST & YOUNG LLP
Milwaukee, Wisconsin
June 13, 1997
1
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
<PAGE>
Kohl's Corporation
Employee Savings Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
FEBRUARY 1, 1997
-----------------------------------------------------------------------------------
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 $23,327,466 $ -- $ -- $ -- $23,327,466
Masterworks Asset
Allocation Fund -- 12,343,681 -- -- 12,343,681
Employee Benefit GIC Fund -- -- 9,099,101 -- 9,099,101
Kohl's Corporation Common
Stock -- -- -- 8,767,440 8,767,440
Bank of America Short-Term
Investment Fund 8,295 2,526 -- 7,040 17,861
---------- ---------- ---------- --------- ----------
Total investments 23,335,761 12,346,207 9,099,101 8,774,480 53,555,549
Receivables:
Interest and dividends 216 110 229 555
Company contribution 85,471 43,078 2,481,386 35,694 2,645,629
Participants' contribution 353,560 172,357 119,343 146,830 792,090
----------- ----------- ----------- ---------- -----------
Total receivables 439,247 215,545 2,600,729 182,753 3,438,274
----------- ----------- ----------- ---------- -----------
Net assets available for
plan benefits $23,775,008 $12,561,752 $11,699,830 $8,957,233 $56,993,823
=========== =========== =========== ========== ===========
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
FEBRUARY 3, 1996
- ---------------------------------------------------------------------------------
Stock Balance Stable Income Company
Fund Fund Fund Stock Fund Total
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$10,216,580 $ -- $ -- $ -- $10,216,580
-- 7,801,703 -- -- 7,801,703
-- -- 9,002,824 -- 9,002,824
-- -- -- 3,262,285 3,262,285
2,509 4,459 1,544 4,168 12,680
- ----------- ---------- ---------- ---------- -----------
10,219,089 7,806,162 9,004,368 3,266,453 30,296,072
-- 19,018 -- -- 19,018
39,891 30,104 27,547 46,044 143,586
167,172 122,831 106,745 64,509 461,257
- ----------- ---------- ---------- ---------- -----------
207,063 171,953 134,292 110,553 623,861
- ----------- ---------- ---------- ---------- -----------
$10,426,152 $7,978,115 $9,138,660 $3,377,006 $30,919,933
=========== ========== ========== ========== ===========
</TABLE>
See accompanying notes.
3
<PAGE>
KOHL'S CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year ended February 1, 1997
<TABLE>
<CAPTION>
Stable
Stock Balance Income Company
Fund Fund Fund Stock Fund Total
------------------------------------------------------------------------------------
Additions:
<S> <C> <C> <C> <C> <C>
Net realized and unrealized
appreciation in fair value of
investments $ 1,680,371 $ 196,218 $ 545,981 $1,159,915 $ 3,582,485
Interest and dividend income 872,595 1,053,833 854 4,987 1,932,269
----------- ----------- ----------- ---------- -----------
Net investment income 2,552,966 1,250,051 546,835 1,164,902 5,514,754
Contributions:
Company 644,329 409,732 2,775,035 244,888 4,073,984
Participants 2,876,866 1,756,582 1,360,033 1,198,167 7,191,648
Rollovers 5,217,418 2,440,848 2,073,569 1,913,564 11,645,399
----------- ----------- ----------- ---------- -----------
Total contributions 8,738,613 4,607,162 6,208,637 3,356,619 22,911,031
----------- ----------- ----------- ---------- -----------
Total additions 11,291,579 5,857,213 6,755,472 4,521,521 28,425,785
Deductions:
Benefit and withdrawal payments 740,306 524,150 838,968 206,303 2,309,727
Other expenses -- -- 7,988 34,180 42,168
----------- ----------- ----------- ---------- -----------
Total deductions 740,306 524,150 846,956 240,483 2,351,895
Transfers between funds 2,797,583 (749,426) (3,347,346) 1,299,189 --
----------- ----------- ----------- ---------- -----------
Increase in net assets
available for plan benefits 13,348,856 4,583,637 2,561,170 5,580,227 26,073,890
Net assets available for plan
benefits at beginning of year 10,426,152 7,978,115 9,138,660 3,377,006 30,919,933
----------- ----------- ----------- ---------- -----------
Net assets available for plan
benefits at end of year $23,775,008 $12,561,752 $11,699,830 $8,957,233 $56,993,823
=========== =========== =========== ========== ===========
</TABLE>
See accompanying notes.
4
<PAGE>
KOHL'S CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONTINUED)
Year ended February 3, 1996
<TABLE>
<CAPTION>
Stable
Stock Balance Income Company
Fund Fund Fund Stock Fund Total
------------------------------------------------------------------------------------
Additions:
<S> <C> <C> <C> <C> <C>
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 (decrease) 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
=========== ========== =========== ========== ===========
</TABLE>
See accompanying notes.
5
<PAGE>
KOHL'S CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
February 1, 1997
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
VALUATION OF INVESTMENTS
Investments in Kohl's Corporation common stock, the William Blair Growth Fund
and the Masterworks Asset Allocation Fund are valued at fair value as
established by quoted market prices. The Employee Benefit GIC 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.
EXPENSES
Expenses related to the administration of the Plan are paid by the Company.
6
<PAGE>
KOHL'S CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PLAN YEAR
The Plan's fiscal year ends on the Saturday closest to January 31.
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
statutory 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 matching contribution
is equal to 33 1/3% of each participant's contribution, up to a maximum of 2%
of the participant's base compensation. Beginning in fiscal 1996, the Plan
provided for additional Company contributions based on the discretion of the
Company's Board of Directors.
All voluntary contributions made by a participant are fully vested. The
Company's matching contribution is 100% vested after five years of credited
service.
Eligible participants had the option to transfer amounts into the Plan from the
Kohl's Corporation Employee Pension Plan which was terminated on April 12, 1996.
During fiscal 1996, rollovers consisted of $10,781,662 from the Employee Pension
Plan, and $863,737 from other sources.
Upon termination, the nonvested portion of any participant account is forfeited.
Forfeitures are applied to reduce Company contributions.
7
<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. INVESTMENTS
Investments that represent 5 percent or more of the Plan's net assets are as
follows:
<TABLE>
<CAPTION>
FEBRUARY 1, FEBRUARY 3,
1997 1996
----------------------------
<S> <C> <C>
William Blair Growth Fund $23,327,466 $10,216,580
Masterworks Asset Allocation Fund 12,343,681 7,801,703
Employee Benefit GIC Fund 9,099,101 9,002,824
Kohl's Corporation Common Stock 8,767,440 3,262,285
</TABLE>
5. 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 1, February 3,
1997 1996
-----------------------------
<S> <C> <C>
Net assets available for plan benefits per the
financial statements $56,993,823 $30,919,933
Amounts allocated to withdrawn participants (1,079,590) (588,259)
----------- -----------
Net assets available for plan benefits per the $55,914,233 $30,331,674
Form 5500 =========== ===========
</TABLE>
8
<PAGE>
KOHL'S CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
6. 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.
7. INCOME TAX STATUS
The Internal Revenue Service 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
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SUPPLEMENTAL SCHEDULES
<PAGE>
KOHL'S CORPORATION
EMPLOYEE SAVINGS PLAN
EMPLOYER IDENTIFICATION NUMBER 13-3357362
PLAN NUMBER 002
LINE 27(a)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
February 1, 1997
<TABLE>
<CAPTION>
Number of Current
Description Shares/Units Cost Value
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
William Blair Growth Fund 1,678,235 $20,273,583 $23,327,466
Masterworks Asset Allocation Fund 1,017,616 11,047,614 12,343,681
Employee Benefit GIC Fund 509,770 8,454,727 9,099,101
Kohl's Corporation Common Stock* 225,529 6,957,363 8,767,440
Bank of America Short-Term Investment Fund* 17,861 17,861 17,861
----------- -----------
$46,751,148 $53,555,549
=========== ===========
</TABLE>
- -----------
*represents a party-in-interest to the Plan.
<PAGE>
KOHL'S CORPORATION
EMPLOYEE SAVINGS PLAN
EMPLOYER IDENTIFICATION NUMBER 13-3357362
PLAN NUMBER 002
LINE 27(d)--SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended February 1, 1997
<TABLE>
<CAPTION>
Current Value
of Asset on
SELLING PURCHASE COST OF Transaction NET
DESCRIPTION OF ASSETS PRICE PRICE ASSET Date GAIN
--------------------- ------- -------- ------- -------------- ----
<S> <C> <C> <C> <C> <C>
Category (iii)--Series of security transactions in excess of 5 percent of plan assets
Bank of America Short-Term
Investment Fund*:
43 sales $ 6,774,211 $ -- $ 6,774,211 $ 6,774,211 $ --
67 purchases -- 6,792,072 6,792,072 6,792,072
William Blair Growth Fund:
10 sales 439,280 -- 351,493 439,280 87,787
33 purchases -- 11,869,794 11,869,794 11,869,794 --
Masterworks Asset
Allocation Fund:
13 sales 1,568,860 -- 1,324,109 1,568,860 244,751
42 purchases -- 5,914,620 5,914,620 5,914,620 --
Employee Benefit GIC Fund:
33 sales 10,175,334 -- 9,645,738 10,175,334 529,596
30 purchases -- 9,725,631 9,725,631 9,725,631 --
Kohl's Corporation Common
Stock:*
5 sales 99,108 -- 70,278 99,108 28,830
22 purchases -- 4,528,089 4,528,089 4,528,089 --
Bank of America Short-Term
Investment Fund *
Sweep:
161 sales 9,998,999 -- 9,998,999 9,998,999 --
177 purchases -- 9,986,319 9,986,319 9,986,319 --
</TABLE>
- -------------
The above transactions were made at the current value on the transaction date.
There were no category (i), (ii) or (iv) transactions during the year.
*represents a party-in-interest to the Plan.
11
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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 13, 1997, with respect to the financial
statements and schedules of the Plan included in this Annual report (Form 11-K)
for the year ended February 1, 1997.
Milwaukee, Wisconsin ERNST & YOUNG LLP
July 24, 1997
