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 2, 2002
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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. 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
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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
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24. Consent of Independent Auditors
2
Financial Statements and Supplemental Schedule
Kohl's Department Stores, Inc. Savings Plan
February 2, 2002 and February 3, 2001
with Report of Independent Auditors
Kohl's Department Stores, Inc.
Savings Plan
Financial Statements
and Supplemental Schedule
February 2, 2002 and February 3, 2001
Contents
Report of Independent Auditors ........................................... 1
Financial Statements
Statements of Assets Available for Benefits .............................. 2
Statement of Changes in Assets Available for Benefits .................... 3
Notes to Financial Statements ............................................ 4
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) ........... 8
Report of Independent Auditors
Plan Administrator
Kohl's Department Stores, Inc. Savings Plan
We have audited the accompanying statements of assets available for benefits of
Kohl's Department Stores, Inc. Savings Plan as of February 2, 2002 and February
3, 2001, and the related statement of changes in assets available for benefits
for the year ended February 2, 2002. 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 assets available for benefits of the Plan at February
2, 2002 and February 3, 2001, and the changes in its assets available for
benefits for the year ended February 2, 2002, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule of
assets (held at end of year) as of February 2, 2002, 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. This 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 26, 2002
Kohl's Department Stores, Inc.
Savings Plan
Statements of Assets Available for Benefits
February 2, February 3,
2002 2001
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Cash $ 56,972 $ 123,526
Investments, at fair value 195,169,793 205,598,899
Receivables:
Company contribution 6,295,421 5,263,972
Participants' contribution 383,622 349,855
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Total receivables 6,679,043 5,613,827
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Assets available for benefits $ 201,905,808 $ 211,336,252
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See accompanying notes.
2
Kohl's Department Stores, Inc.
Savings Plan
Statement of Changes in Assets Available for Benefits
Year ended February 2, 2002
Additions:
Net realized and unrealized depreciation in fair value of
investments $ (31,886,429)
Interest and dividend income 5,268,549
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Net investment loss (26,617,880)
Contributions:
Company 10,356,905
Participants 18,673,957
Rollovers 2,771,044
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Total contributions 31,801,906
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Total additions 5,184,026
Deductions -
Benefit and withdrawal payments 14,614,470
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Decrease in assets available for benefits (9,430,444)
Assets available for benefits at beginning of year 211,336,252
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Assets available for benefits at end of year $ 201,905,808
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See accompanying notes.
3
Kohl's Department Stores, Inc.
Savings Plan
Notes to Financial Statements
February 2, 2002
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
The Putnam Money Market Fund and the Putnam S&P 500 Index Fund are valued at
fair value, based on the redemption prices established by Putnam Investments.
Investments in Kohl's Corporation common stock and mutual funds are valued at
fair value as established by quoted market prices.
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. Participant contributions in Kohl's
Corporation common stock are limited to 25% of a participant's total
contribution amount.
Contributions
Contributions from the Company are accrued for in accordance with the terms of
the Plan and are made in cash. 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.
4
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 accounting principles
generally accepted in the United States 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.
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 future Company contributions.
5
Kohl's Department Stores, Inc.
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 12 months following receipt
of a hardship withdrawal.
4. Investments
During the year ended February 2, 2002, the Plan's investments (including
investments purchased, sold, as well as held during the year) depreciated in
fair value as determined by quoted redemption or market prices as follows:
Net Realized and
Unrealized Depreciation in
Fair Value of Investments
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Kohl's Corporation Common Stock $ (6,047,572)
Common Trust Fund (637,159)
Mutual Funds (25,201,698)
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$ (31,886,429)
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Investments that represent 5 percent or more of the Plan's net assets are as
follows:
February 2, February 3,
2002 2001
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Kohl's Corporation Common Stock* $ 70,932,657 $ 78,935,114
Putnam Voyager Fund* 49,015,941 63,329,613
BGI Masterworks Balanced Portfolio 28,365,095 31,007,569
Putnam Money Market Fund* 24,829,525 19,424,771
*Indicates party in interest to the Plan.
6
Kohl's Department Stores, Inc.
Savings Plan
Notes to Financial Statements (continued)
5. Participant Notes Receivable
Beginning February 4, 2001, participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum of $50,000, not to exceed 50% of their vested
account balance. Loan terms range from one to five years. The loans are secured
by the vested balance in the participant's account and bear interest at a rate
commensurate with the Prime Rate as listed in the Wall Street Journal on the
first business day of the month in which the loan is taken. Principal and
interest are repaid in substantially equal installments through deductions from
each paycheck beginning the first payroll following loan issuance.
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 Plan has received a determination letter from the Internal Revenue Service
dated March 12, 1998, stating that the Plan is qualified under Section 401(a) of
the IRC and, therefore, the related trust is exempt from taxation. Subsequent to
this issuance of the determination letter, the Plan was amended. Once qualified,
the Plan is required to operate in conformity with the IRC to maintain its
qualification. The Plan Administrator believes the Plan is being operated in
compliance with the applicable requirements of the IRC and, therefore, believes
that the Plan, as amended, is qualified and the related trust is tax exempt.
7
Supplemental Schedule
Kohl's Department Stores, Inc.
Savings Plan
Employer Identification Number 13-3357362
Plan Number 002
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
February 2, 2002
Identity of Issue, Borrower, Current
Lessor or Similar Party Number of Shares/Units Value
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Mutual funds:
BGI Masterworks Balance Portfolio 3,017,563.322 $ 28,365,095
PIMCO Total Return Fund 471,166.983 4,980,235
Putnam Investors Fund* 408,620.679 4,539,776
Putnam Voyager Fund* 2,900,351.515 49,015,941
Putnam International Growth Fund* 269,650.628 5,101,790
Putnam Money Market Fund* 24,829,524.820 24,829,525
Common Trust Fund -
Putnam S&P 500 Index Fund* 178,663.951 4,866,806
Kohl's Corporation Common Stock* 1,082,941.335 70,932,657
Participant notes receivable, interest rates
range from 4.75% to 9.00%* 2,537,968
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$ 195,169,793
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*Indicates party in interest to the Plan.
8
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.
Savings Plan
Date: July 25, 2002 By: /s/ Patricia Johnson
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Patricia Johnson
Administrative Committee Member