<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 January 31, 1998
----------------------------------------------------
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
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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 27, 1998 By: /s/Arlene Meier
------------- ------------------------------------------
Arlene Meier
Administrative Committee Member
3
<PAGE>
Kohl's Corporation
Employee Savings Plan
Financial Statements
and Supplemental Schedules
Years ended January 31, 1998
and February 1, 1997
Contents
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
<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 January
31, 1998 and February 1, 1997, 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
January 31, 1998 and February 1, 1997, 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 January 31, 1998, 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.
Milwaukee Wisconsin /s/ Ernst & Young LLP
June 5, 1998
Ernst & Young LLP is a member of Ernst & Young International LTD.
1
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Kohl's Corporation
Employee Savings Plan
Statement of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
January 31, 1998
--------------------------------------------------------------------------------------------------
Stock Balance Stable Income Company Stock Templeton
Fund Fund Fund Fund Foreign Fund Total
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
William Blair Growth Fund $31,226,772 $ -- $ -- $ -- $ -- $31,226,772
Masterworks Asset
Allocation Fund -- 17,597,785 -- -- -- 17,597,785
Employee Benefit GIC Fund -- -- 10,896,653 -- -- 10,896,653
Kohl's Corporation Common
Stock -- -- -- 17,865,381 -- 17,865,381
Templeton Foreign Fund -- -- -- -- 1,032,358 1,032,358
Bank of America Short-Term
Investment Fund -- -- -- 856 -- 856
-------------------------------------------------------------------------------------------------
Total investments 31,226,772 17,597,785 10,896,653 17,866,237 1,032,358 78,619,805
Receivables:
Interest and dividends 198 28,842 42 262 17 29,361
Company contribution 915,378 435,002 1,332,037 412,144 24,026 3,118,587
Participants' contribution 359,404 190,488 118,366 168,703 26,936 863,897
-------------------------------------------------------------------------------------------------
Total receivables 1,274,980 654,332 1,450,445 581,109 50,979 4,011,845
-------------------------------------------------------------------------------------------------
Net assets available for
plan benefits $32,501,752 $18,252,117 $12,347,098 $18,447,346 $1,083,337 $82,631,650
=====================================================================================================
</TABLE>
See accompanying notes.
2
<PAGE>
<TABLE>
<CAPTION>
February 1, 1997
- -------------------------------------------------------------------
Stock Balance Stable Company
Fund Fund Income Fund Stock Fund Total
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
$23,327,466 $ - $ - $ - $23,327,466
- 12,343,681 - - 12,343,681
- - 9,099,101 - 9,099,101
- - - 8,767,440 8,767,440
- - - - -
8,295 2,526 - 7,040 17,861
- -------------------------------------------------------------------
23,335,761 12,346,207 9,099,101 8,774,480 53,555,549
216 110 - 229 555
85,471 43,078 2,481,386 35,694 2,645,629
353,560 172,357 119,343 146,830 792,090
- -------------------------------------------------------------------
439,247 215,545 2,600,729 182,753 3,438,274
- -------------------------------------------------------------------
$23,775,008 $12,561,752 $11,699,830 $8,957,233 $56,993,823
===================================================================
</TABLE>
See accompanying notes.
3
<PAGE>
Kohl's Corporation
Employee Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
Year ended January 31, 1998
<TABLE>
<CAPTION>
Stable Templeton
Stock Balance Income Company Foreign
Fund Fund Fund Stock Fund Fund Total
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Net realized and unrealized
appreciation (depreciation)
in fair value of investments $ 2,808,834 $ 875,238 $ 636,930 $ 7,204,790 $ (154,326) $11,371,466
Interest and dividend income 1,529,474 2,127,043 64 4,011 103,226 3,763,818
------------------------------------------------------------------------------
Net investment income (loss) 4,338,308 3,002,281 636,994 7,208,801 (51,100) 15,135,284
Contributions:
Company 1,662,785 834,775 1,577,055 730,766 64,316 4,869,697
Participants 3,892,839 1,969,527 1,280,473 1,737,463 200,920 9,081,222
Rollovers 704,123 389,334 158,957 311,626 123,346 1,687,386
------------------------------------------------------------------------------
Total contributions 6,259,747 3,193,636 3,016,485 2,779,855 388,582 15,638,305
------------------------------------------------------------------------------
Total additions 10,598,055 6,195,917 3,653,479 9,988,656 337,482 30,773,589
Deductions--
Benefit and withdrawal payments 2,015,977 1,031,803 1,165,269 912,725 9,988 5,135,762
Transfers between funds 144,666 526,251 (1,840,942) 414,182 755,843 --
------------------------------------------------------------------------------
Increase in net assets
available for plan benefits 8,726,744 5,690,365 647,268 9,490,113 1,083,337 25,637,827
Net assets available for plan
benefits at beginning of year 23,775,008 12,561,752 11,699,830 8,957,233 -- 56,993,823
------------------------------------------------------------------------------
Net assets available for plan
benefits at end of year $32,501,752 $18,252,117 $12,347,098 $18,447,346 $1,083,337 $82,631,650
==============================================================================
</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 1, 1997
<TABLE>
<CAPTION>
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 $ 1,680,371 $ 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.
5
<PAGE>
Kohl's Corporation
Employee Savings Plan
Notes to Financial Statements
January 31, 1998
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,
the Masterworks Asset Allocation Fund and the Templeton Foreign 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 five 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 1997, 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>
January 31, February 1,
1998 1997
-------------------------
<S> <C> <C>
William Blair Growth Fund $31,226,772 $23,327,466
Masterworks Asset Allocation Fund 17,597,785 12,343,681
Employee Benefit GIC Fund 10,896,653 9,099,101
Kohl's Corporation Common Stock 17,865,381 8,767,440
</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>
January 31, February 1,
1998 1997
--------------------------
<S> <C> <C>
Net assets available for plan benefits per the
financial statements $82,631,650 $56,993,823
Amounts allocated to withdrawn participants (4,908,030) (1,079,590)
--------------------------
Net assets available for plan benefits per the
Form 5500 $77,723,620 $55,914,233
==========================
</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
<PAGE>
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
January 31, 1998
<TABLE>
<CAPTION>
Number of Current
Description Shares/Units Cost Value
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
William Blair Growth Fund 2,039,632 $25,857,411 $31,226,772
Masterworks Asset Allocation Fund 1,363,113 15,576,953 17,597,785
Employee Benefit GIC Fund 573,844 9,844,772 10,896,653
Kohl's Corporation Common Stock* 257,519 9,339,132 17,865,381
Templeton Foreign Fund 103,339 1,179,398 1,032,358
Bank of America Short-Term Investment Fund* 856 856 856
------------------------------
$61,798,522 $78,619,805
==============================
</TABLE>
*represents a party-in-interest to the Plan.
10
<PAGE>
Kohl's Corporation
Employee Savings Plan
Employer Identification Number 13-3357362
Plan Number 002
Line 27(d) -- Schedule of Reportable Transactions
Year ended January 31, 1998
<TABLE>
<CAPTION>
Current Value
of Asset on Net
Identity of Description of Selling Purchase Cost of Transaction Gain
Party Involved Assets Price Price Asset Date (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <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* Mutual fund $14,504,335 $ -- $14,504,335 $14,504,335 $ --
Bank of America
Short-Term Investment Mutual fund -- 14,487,331 14,487,331 14,487,331 --
Fund*
William Blair Growth Fund Mutual fund 2,841,736 -- 2,348,380 2,841,736 493,356
William Blair Growth Fund Mutual fund -- 7,932,208 7,932,208 7,932,208 --
Masterworks Asset
Allocation Fund Mutual fund 1,033,137 -- 882,664 1,033,137 150,473
Masterworks Asset
Allocation Fund Mutual fund -- 5,412,003 5,412,003 5,412,003 --
Employee Benefit GIC Commingled
Fund bank fund 3,263,687 -- 3,034,084 3,263,687 229,603
Employee Benefit GIC Commingled
Fund bank fund -- 4,424,129 4,424,129 4,424,129 --
Kohl's Corporation* Common stock 1,094,535 -- 605,916 1,094,535 488,619
Kohl's Corporation* Common stock -- 3,216,275 3,216,275 3,216,275 --
</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
<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 5, 1998, with respect to the financial
statements and schedules of the Plan included in this Annual report (Form 11-K)
for the year ended January 31, 1998.
Milwaukee, Wisconsin ERNST & YOUNG LLP
July 27, 1998
