-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VB8rnacVP7e6ZtGo/prkgLLY9dZgxuUVOjgaOlgVcfE+xPfLV/4fHHUZdf1Ab7qR mvcVWa/mPCK2cbgHWeOJdw== 0000950131-99-004480.txt : 19990728 0000950131-99-004480.hdr.sgml : 19990728 ACCESSION NUMBER: 0000950131-99-004480 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990130 FILED AS OF DATE: 19990727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOHLS CORPORATION CENTRAL INDEX KEY: 0000885639 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 391630919 STATE OF INCORPORATION: WI FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-11084 FILM NUMBER: 99670899 BUSINESS ADDRESS: STREET 1: N56 W17000 RIDGEWOOD DR CITY: MENOMONEE FALLS STATE: WI ZIP: 53051 BUSINESS PHONE: 4147835800 MAIL ADDRESS: STREET 1: N54 W13600 WOODALE DR CITY: MENOMONEE FALLS STATE: WI ZIP: 53051 11-K 1 FORM 11-K 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 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 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 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 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 Kohl's Department Stores, Inc. Savings Plan Statements of Net Assets Available for Benefits, with Fund Information
January 30, 1999 ---------------------------------------------------------------------------------------------- Stock Balance Stable Company Templeton Fund Fund Income Fund Stock Fund Foreign Fund Total ---------------------------------------------------------------------------------------------- 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 ==============================================================================================
2
January 31, 1998 - ------------------------------------------------------------------------------------------------ Stock Balance Stable Income Company Stock Templeton Fund Fund Fund Fund Foreign Fund Total - ------------------------------------------------------------------------------------------------ $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 ================================================================================================
See accompanying notes. 3 Kohl's Department Stores, Inc. Savings Plan Statements of Changes in Net Assets Available for Benefits, with Fund Information Year ended January 30, 1999
Stable Templeton Stock Balance Income Company Foreign Fund Fund Fund Stock Fund Fund Total ------------------------------------------------------------------------------------------- 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 ===========================================================================================
See accompanying notes. 4 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
Stable Templeton Stock Balance Income Company Foreign Fund Fund Fund Stock Fund Fund Total ------------------------------------------------------------------------------------------- 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 ===========================================================================================
See accompanying notes. 5 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 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 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:
January 30, January 31, 1999 1998 --------------------------- 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
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 30, January 31, 1999 1998 ---------------------------- 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 ============================
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 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 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
Number of Current Description Shares/Units Cost Value - ------------------------------------------------------------------------------------------------- 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 ============================
*represents a party-in-interest to the Plan. 10 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
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 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 -
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 EX-24 2 CONSENT OF ERNST & YOUNG 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 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 -----END PRIVACY-ENHANCED MESSAGE-----