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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 29, 2000
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
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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 Department Stores, Inc. 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
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REQUIRED INFORMATION
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1. Not Applicable.
2. Not Applicable
3. Not Applicable
4. The Kohl's Department Stores, Inc. 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
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24. Consent of Independent Auditors
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SIGNATURES
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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.
Employee Savings Plan
Date: July 26, 2000 By: /s/Arlene Meier
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Arlene Meier
Administrative Committee Member
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Financial Statements and Supplemental Schedule
Kohl's Department Stores, Inc. Savings Plan
January 29, 2000 and January 30, 1999
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Kohl's Department Stores, Inc.
Savings Plan
Financial Statements
and Supplemental Schedule
January 29, 2000 and January 30, 1999
Contents
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors........................................ 1
Financial Statements
Statements of Net Assets Available for Benefits....................... 2
Statement of Changes in Net Assets Available for Benefits............. 3
Notes to Financial Statements......................................... 4
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
at End of Year....................................................... 9
</TABLE>
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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 29, 2000 and
January 30, 1999, and the related statements of changes in net assets available
for benefits for the year ended January 29, 2000. 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 auditing standards generally accepted
in the United States. 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 29, 2000 and January 30, 1999, and the changes in its net assets
available for benefits for the year ended January 29, 2000, in conformity with
accounting principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule of
assets held for investment purposes at end of year as of January 29, 2000, is
presented for purposes of additional analysis and is not a required part of the
financial statements but is 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 statement 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. The supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, is fairly stated in material respects
in relation to the basic financial statements taken as a whole.
June 23, 2000
ERNST & YOUNG LLP
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Kohl's Department Stores, Inc.
Savings Plan
Statement of Net Assets Available for Benefits
January 29 January 30
2000 1999
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Cash $ 5,247 $ -
Investments, at fair value 157,186,702 124,946,816
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Total investments 157,191,949 124,946,816
Receivables:
Interest and dividends - 25,243
Company contribution 4,285,865 3,685,488
Participants' contribution 572,141 882,416
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Total receivables 4,858,006 4,593,147
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Total assets 162,049,955 129,539,963
Liabilities -
Accrued purchases - 44,161
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Net assets available for benefits $162,049,955 $129,495,802
==================================
See accompanying notes
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Kohl's Department Stores, Inc.
Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended January 29, 2000
Additions:
Net realized and unrealized appreciation in fair value of
investments $ 7,602,765
Interest and dividend income 12,390,782
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Net investment income 19,993,547
Contributions:
Company 6,300,618
Participants 12,969,940
Rollovers 2,784,808
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Total contributions 22,055,366
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Total additions 42,048,913
Deductions -
Benefit and withdrawal payments 9,494,760
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Increase in net assets available for benefits 32,554,153
Net assets available for benefits at beginning of year 129,495,802
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Net assets available for benefits at end of year $162,049,955
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See accompanying notes
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Kohl's Department Stores, Inc.
Savings Plan
Notes to Financial Statements
January 29, 2000
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 Putnam Voyager Fund, the
Masterworks Balanced Portfolio Fund and the Putnam International Growth Fund are
valued at fair value as established by quoted market prices. The Stable Value
Fund and the Putnam Money Market Fund are valued at fair value based on the
redemption prices established by Putnam Investments.
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 eight 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.
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Kohl's Department Stores, Inc.
Savings Plan
Notes to Financial Statements
January 29, 2000
2. Summary of Significant Accounting Policies (continued)
Reclassification
Certain amounts in the 1999 financial statement were reclassified to conform to
the 2000 presentation.
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's 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.
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Kohl's Department Stores, Inc.
Savings Plan
Notes to Financial Statements
January 29, 2000
All voluntary contributions made by a participant are fully vested. The
Company's matching and discretionary 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.
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Kohl's Department Stores, Inc.
Savings Plan
Notes to Financial Statements
January 29, 2000
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 12 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:
January 29 January 30
2000 1999
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William Blair Growth Fund $ -- $46,673,952
Masterworks Balanced Portfolio 27,657,380 26,495,622
Stable Value Fund -- 13,398,240
Kohl's Corporation Common Stock 38,125,841 37,170,631
Putnam Money Market Fund* 16,568,125 --
Putnam Voyager Fund* 67,980,344 --
*Indicates party in interest to the Plan.
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Kohl's Department Store, Inc.
Savings Plan
Notes to Financial Statements
January 29, 2000
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:
January 29 January 30
2000 1999
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Net assets available for benefits per the
financial statements $162,049,955 $129,495,802
Amounts allocated to withdrawn participants - (2,040,381)
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Net assets available for benefits per the Form
5500 $162,049,955 $127,455,421
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The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
January 29,
2000
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Benefits paid to participants per the financial statements $ 9,494,760
Add: Amounts allocated on Form 5500 to withdrawn participants
at January 29, 2000 -
Less: Amounts allocated on Form 5500 to withdrawn
participants at January 30, 1999 (2,040,381)
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Benefits paid to participants per the Form 5500 $ 7,454,379
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Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to year-
end but not yet paid.
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
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Kohl's Department Stores Inc.
Savings Plan
Notes to Financial Statements
January 29, 2000
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 (March 12, 1998) that the Plan qualifies
under Section 401(a) of the IRC and therefore, the related trust is 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.
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Kohl's Department Stores Inc.
Savings Plan
Employer Identification Number 13-3357362
Plan Number 002
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at
End of Year
January 29, 2000
Identity of Issue, Borrower, Number of Current
Lessor or Similar Party Shares/Units Value
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Mutual Funds:
Masterworks Balanced Portfolio 2,252,229 $ 27,657,380
PIMCO Total Return Fund 51,487 504,569
Putnam Investors Fund* 99,135 1,781,463
Putnam Voyager Fund* 2,263,748 67,980,344
S&P 500 45,489 1,509,331
Putnam International Growth Fund* 108,230 3,059,649
Putnam Money Market Fund* 16,568,125 16,568,125
Kohl's Corporation Common Stock* 1,087,368 38,125,841
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$157,186,702
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*Indicates party in interest to the Plan.
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Supplemental Schedule
