<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 30, 1999
---------------------------------------
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 Department Stores, Inc. 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 Department Stores, Inc. 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 Department Stores, Inc. Savings Plan
Date: July 26, 1999 By: /s/ Arlene Meier
------------- ----------------------------------
Arlene Meier
Administrative Committee Member
3
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Kohl's Department Stores, Inc.
Savings Plan
Financial Statements
and Supplemental Schedules
Years ended January 30, 1999 and January 31, 1998
Contents
Report of Independent Auditors............................................... 1
Financial Statements
Statements of Net Assets Available for Benefits, with Fund Information....... 2
Statements of Changes in Net Assets Available for Benefits,
with Fund Information................................................... 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 Department Stores, Inc. Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Kohl's Department Stores, Inc. Savings Plan as of January 30, 1999 and
January 31, 1998, and the related statements of changes in net assets available
for 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 benefits of the Plan at
January 30, 1999 and January 31, 1998, and the changes in its net assets
available for 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 30, 1999, and reportable
transactions for the year then ended, are presented for purposes of additional
analysis and are not a required part of the financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The Fund Information in the statements of net assets
available for benefits and the statements of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for benefits and changes in net assets available for
benefits of each fund. These supplemental schedules are the responsibility of
the Plan's management. 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 11, 1999 ERNST & YOUNG LLP
1
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Kohl's Department Stores, Inc.
Savings Plan
Statements of Net Assets Available for Benefits, with Fund Information
<TABLE>
<CAPTION>
January 30, 1999
----------------------------------------------------------------------------------------------
Stock Balance Stable Company Templeton
Fund Fund Income Fund Stock Fund Foreign Fund Total
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
William Blair Growth Fund $46,673,952 $ - $ - $ - $ - $ 46,673,952
Masterworks Asset
Allocation Fund - 26,495,622 - - - 26,495,622
Stable Value Fund - - 13,398,240 - - 13,398,240
Kohl's Corporation Common
Stock - - - 37,170,631 - 37,170,631
Templeton Foreign Fund - - - - 1,161,760 1,161,760
Bank of America Short-Term
Investment Fund 6,182 1,994 - 28,649 9,786 46,611
----------------------------------------------------------------------------------------------
Total investments 46,680,134 26,497,616 13,398,240 37,199,280 1,171,546 124,946,816
Receivables:
Interest and dividends 381 24,402 5 362 93 25,243
Company contribution 861,094 421,748 2,003,561 379,412 19,673 3,685,488
Participants' contribution 370,017 198,907 106,014 176,194 31,284 882,416
----------------------------------------------------------------------------------------------
Total receivables 1,231,492 645,057 2,109,580 555,968 51,050 4,593,147
----------------------------------------------------------------------------------------------
Total assets 47,911,626 27,142,673 15,507,820 37,755,248 1,222,596 129,539,963
Liabilities -
Accrued purchases - 24,185 - 19,976 - 44,161
----------------------------------------------------------------------------------------------
Net assets available for
benefits $47,911,626 $27,118,488 $15,507,820 $37,735,272 $1,222,596 $129,495,802
==============================================================================================
</TABLE>
2
<PAGE>
<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>
$31,226,772 $ - $ - $ - $ - $31,226,772
- 17,597,785 - - - 17,597,785
- - 10,896,653 - - 10,896,653
- - - 17,865,381 - 17,865,381
- - - - 1,032,358 1,032,358
- - - 856 - 856
- ------------------------------------------------------------------------------------------------
31,226,772 17,597,785 10,896,653 17,866,237 1,032,358 78,619,805
198 28,842 42 262 17 29,361
915,378 435,002 1,332,037 412,144 24,026 3,118,587
359,404 190,488 118,366 168,703 26,936 863,897
- ------------------------------------------------------------------------------------------------
1,274,980 654,332 1,450,445 581,109 50,979 4,011,845
- ------------------------------------------------------------------------------------------------
- - - - - -
- ------------------------------------------------------------------------------------------------
$32,501,752 $18,252,117 $12,347,098 $18,447,346 $1,083,337 $82,631,650
================================================================================================
</TABLE>
See accompanying notes.
3
<PAGE>
Kohl's Department Stores, Inc.
Savings Plan
Statements of Changes in Net Assets Available for Benefits,
with Fund Information
Year ended January 30, 1999
<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 $ 7,319,725 $ 2,637,969 $ 743,586 $17,385,525 $ (195,856) $ 27,890,949
Interest and dividend
income 3,431,313 2,819,158 15 4,824 127,074 6,382,384
-------------------------------------------------------------------------------------------
Net investment income (loss) 10,751,038 5,457,127 743,601 17,390,349 (68,782) 34,273,333
Contributions:
Company 2,093,997 1,098,845 2,320,878 946,846 127,824 6,588,390
Participants 3,947,660 2,076,771 1,184,873 1,868,299 322,984 9,400,587
Rollovers 824,594 784,588 279,733 486,792 130,153 2,505,860
-------------------------------------------------------------------------------------------
Total contributions 6,866,251 3,960,204 3,785,484 3,301,937 580,961 18,494,837
-------------------------------------------------------------------------------------------
Total additions 17,617,289 9,417,331 4,529,085 20,692,286 512,179 52,768,170
Deductions
Benefit and withdrawal
payments 2,388,840 1,182,038 1,009,152 1,257,485 66,503 5,904,018
Transfers between funds 181,425 631,078 (359,211) (146,875) (306,417) -
-------------------------------------------------------------------------------------------
Increase in net assets
available for benefits 15,409,874 8,866,371 3,160,722 19,287,926 139,259 46,864,152
Net assets available for
benefits at beginning of year 32,501,752 18,252,117 12,347,098 18,447,346 1,083,337 82,631,650
-------------------------------------------------------------------------------------------
Net assets available for
benefits at end of year $47,911,626 $27,118,488 $15,507,820 $37,735,272 $1,222,596 $129,495,802
===========================================================================================
</TABLE>
See accompanying notes.
4
<PAGE>
Kohl's Department Stores, Inc.
Savings Plan
Statements of Changes in Net Assets Available for Benefits,
with Fund Information (continued)
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 benefits 8,726,744 5,690,365 647,268 9,490,113 1,083,337 25,637,827
Net assets available for
benefits at beginning of year 23,775,008 12,561,752 11,699,830 8,957,233 - 56,993,823
-------------------------------------------------------------------------------------------
Net assets available for
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.
5
<PAGE>
Kohl's Department Stores, Inc.
Savings Plan
Notes to Financial Statements
January 30, 1999
1. Description of Plan
The Kohl's Department Stores, Inc. Savings Plan (the Plan) is a defined
contribution plan covering all employees of Kohl's Department Stores, Inc. (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 Stable Value 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 ERISA
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
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Kohl's Department Stores, Inc.
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 (IRC) 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. The Plan also provides 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.
Upon termination, the nonvested portion of any participant account is forfeited.
Forfeitures are applied to reduce Company contributions.
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.
7
<PAGE>
Kohl's Department Stores, Inc.
Savings Plan
Notes to Financial Statements (continued)
3. Contributions and Benefit and Withdrawal Payments (continued)
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 30, January 31,
1999 1998
---------------------------
<S> <C> <C>
William Blair Growth Fund $46,673,952 $31,226,772
Masterworks Asset Allocation Fund 26,495,622 17,597,785
Stable Value Fund 13,398,240 10,896,653
Kohl's Corporation Common Stock 37,170,631 17,865,381
</TABLE>
5. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
January 30, January 31,
1999 1998
----------------------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $129,495,802 $82,631,650
Amounts allocated to withdrawn participants (2,040,381) (4,908,030)
----------------------------
Net assets available for benefits per the Form
5500 $127,455,421 $77,723,620
============================
</TABLE>
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.
8
<PAGE>
Kohl's Department Stores, Inc.
Savings Plan
Notes to Financial Statements (continued)
7. Income Tax Status
The Internal Revenue Service ruled (March 12, 1998) that the Plan qualifies
under Section 401(a) of the 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.
8. Year 2000 (Unaudited)
The Company has developed a plan to modify its internal information technology
to be ready for the Year 2000 and has begun converting critical data processing
systems. The project also includes determining whether third-party service
providers have reasonable plans in place to become Year 2000 compliant. The
Company currently expects the project to be substantially complete by October
1999. The Company does not expect this project to have a significant effect on
Plan operations.
9
<PAGE>
Kohl's Department Stores, Inc.
Savings Plan
Employer Identification Number 13-3357362
Plan Number 002
Line 27(a) - Schedule of Assets Held for Investment Purposes
January 30, 1999
<TABLE>
<CAPTION>
Number of Current
Description Shares/Units Cost Value
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
William Blair Growth Fund 2,513,406 $34,526,386 $ 46,673,952
Masterworks Asset Allocation Fund 1,813,527 21,989,840 26,495,622
Stable Value Fund 664,833 11,760,817 13,398,240
Kohl's Corporation Common Stock* 548,644 11,823,152 37,170,631
Templeton Foreign Fund 140,819 1,448,833 1,161,760
Bank of America Short-Term Investment Fund* 46,611 46,611 46,611
----------------------------
$81,595,639 $124,946,816
============================
</TABLE>
*represents a party-in-interest to the Plan.
10
<PAGE>
Kohl's Department Stores, Inc.
Savings Plan
Employer Identification Number 13-3357362
Plan Number 002
Line 27(d) - Schedule of Reportable Transactions
Year ended January 30, 1999
<TABLE>
<CAPTION>
Current
Value of Net
Identity of Description of Selling Purchase Cost of Asset on Gain
Party Involved Assets Price Price Asset Transaction (Loss)
Date
- -----------------------------------------------------------------------------------------------------------------------------------
Category (iii)--Series of security transactions in excess of 5 percent of plan assets
<S> <C> <C> <C> <C> <C> <C>
Bank of America
Short-Term
Investment Fund Mutual fund $16,578,292 $ - $16,578,292 $16,578,292 $ -
Bank of America
Short-Term
Investment Fund Mutual fund - 16,624,047 16,624,047 16,624,047 -
William Blair Growth Fund Mutual fund 2,371,491 - 1,829,971 2,371,491 541,520
William Blair Growth Fund Mutual fund - 10,498,946 10,498,946 10,498,946 -
Masterworks Asset
Allocation Fund Mutual fund 938,903 - 785,884 938,903 153,019
Masterworks Asset
Allocation Fund Mutual fund - 7,198,771 7,198,771 7,198,771 -
Kohl's Corporation Common stock 984,301 - 418,621 984,301 565,680
Kohl's Corporation Common stock - 3,194,368 3,194,368 3,194,368 -
</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.
11
<PAGE>
Exhibit 24
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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 Department Stores, Inc. Savings Plan
(the Plan) of our report dated June 11, 1999, with respect to the financial
statements and schedules of the Plan included in this Annual report (Form 11-K)
for the year ended January 30, 1999.
Milwaukee, Wisconsin ERNST & YOUNG LLP
July 26, 1999
