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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

  x    Annual   Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  For the   fiscal year ended February 1, 2003

 

or

 

  ¨    Transition   Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  For the   Transition period from                       to                         

 

  Commission   File No. 1-11084

 

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

 

WISCONSIN

 

39-1630919

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

N56 W17000 Ridgewood Drive,

 

53051

Menomonee Falls, Wisconsin
(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (262) 703-7000

 

Securities registered pursuant to section 12(b) of the Act:

 

Title of each class

    

Name of each exchange on which registered

Common Stock, $.01 Par Value

    

New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:

    

NONE

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     X         No           

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

 

Indicate by check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes     X         No           

 

At August 2, 2002, the aggregate market value of the voting stock of the Registrant held by stockholders who were not affiliates of the Registrant was approximately $21,752,000,000 (based upon the closing price of Registrant’s Common Stock on the New York Stock Exchange on such date). At March 5, 2003, the Registrant had issued and outstanding an aggregate of 337,355,777 shares of its Common Stock.

 

Documents Incorporated by Reference:

 

Portions of the Proxy Statement for the Registrant’s Annual Meeting of Shareholders to be held on May 1, 2003 are incorporated into Part III.

 


PART I

 

Item 1.     Business

 

Overview

 

The Company operates family-oriented, specialty department stores that feature quality, national brand merchandise priced to provide value to customers. The Company’s stores sell moderately priced apparel, shoes, accessories and home products targeted to middle-income customers shopping for their families and homes. Kohl’s offers a convenient shopping experience through easily accessible locations, well laid out stores, central checkout and good in-stock position which allows the customer to get in and out quickly. Kohl’s stores have fewer departments than traditional, full-line department stores but offer customers dominant assortments of merchandise displayed in complete selections of styles, colors and sizes. Central to the Company’s pricing strategy and overall profitability is a culture focused on maintaining a low cost structure. Critical elements of this low cost structure are the Company’s unique store format, lean staffing levels, sophisticated management information systems and operating efficiencies resulting from centralized buying, advertising and distribution. As of February 1, 2003, the Company operated 457 stores. In March 2003, the Company opened 28 additional stores and operated 485 stores in 34 states as of April 1, 2003.

 

As used herein, the terms “Company” and “Kohl’s” refer to Kohl’s Corporation, its consolidated subsidiaries and predecessors. The Company’s fiscal year ends on the Saturday closest to January 31. Fiscal 2002 ended on February 1, 2003, and was a 52 week year. The Company was organized in 1988 and is a Wisconsin corporation.

 

You may obtain, free of charge, copies of this Annual Report on Form 10-K as well as the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (and amendments to those reports) filed with or furnished to the SEC as soon as reasonably practicable after such reports have been filed or furnished by accessing the Company’s website at www.kohls.com, clicking on “Investor Relations,” then “Financial Links,” then “SEC Filings.” Information contained on the Company’s website is not part of this Annual Report on Form 10-K.

 

Expansion

 

The Company’s expansion strategy is designed to achieve consistent growth. Since 1992, the Company has increased square footage an average of 21.9% per year, expanding from 79 stores located in the Midwest to a current total of 485 stores with a presence in six regions of the country: the Midwest, Mid-Atlantic, Northeast, Southcentral, Southeast and Southwest.

 

         

Number of Stores


         

At Fiscal Year End


    

As of April 1,

2003


Region


  

States


  

1992


  

1997


  

2002


    

Midwest

  

IA, IL, IN, MI, MN, ND, NE, OH, SD, WI

  

79

  

136

  

196

    

196

Mid-Atlantic

  

DE, MD, PA, VA, WV

  

  

28

  

57

    

57

Northeast

  

CT, MA, NH, NJ, NY, RI

  

  

4

  

77

    

77

Southcentral

  

AR, KS, MO, OK, TX

  

  

8

  

67

    

67

Southeast

  

AL, GA, KY, NC, SC, TN

  

  

6

  

49

    

49

Southwest

  

CO, CA

  

  

  

11

    

39

         
  
  
    

Total

       

79

  

182

  

457

    

485

         
  
  
    

 

In support of its geographic expansion, the Company has focused on providing the solid infrastructure needed to ensure consistent execution. Kohl’s proactively invests in distribution capacity and regional management to facilitate the growth in new and existing markets. The Company’s central merchandising organization and market solution teams tailor merchandise assortments to reflect regional climates and preferences. Management information systems support the Company’s low cost culture by enhancing productivity and providing the information needed to make key merchandising decisions.

 

2


 

The Kohl’s concept has proven to be transferable to markets across the country. The Company’s approach is to enter new markets with critical mass to establish a presence and to leverage marketing, regional management and distribution costs. New market entries are supported by extensive advertising and promotions designed to introduce new customers to the Kohl’s concept of brands, value and convenience. Additionally, the Company has been successful in acquiring, refurbishing and operating locations previously operated by other retailers. Of the 457 stores the Company operated as of February 1, 2003, 138 are take-over locations, which facilitated the entry into several markets including Chicago, Detroit, Minneapolis, Columbus, Boston, Philadelphia, St. Louis, and the New York region. Once a new market is established, the Company adds additional fill-in stores to further strengthen market share and enhance profitability. As of February 1, 2003, the Company operated stores in the following large and intermediate sized markets:

 

      

Number of stores February 1, 2003


Greater New York metropolitan area

    

42

Chicago

    

37

Greater Philadelphia metropolitan area

    

23

Dallas/Fort Worth

    

21

Milwaukee

    

20

Atlanta

    

18

Washington DC

    

17

Minneapolis/St. Paul

    

16

Boston

    

15

Detroit

    

15

Cleveland/Akron

    

12

Houston

    

12

      

Number of stores February 1, 2003


Indianapolis

    

12

Denver/Colorado Springs

    

11

Columbus

    

9

Hartford/New Haven

    

8

St. Louis

    

8

Cincinnati

    

7

Kansas City

    

7

Pittsburgh

    

7

Appleton/Green Bay

    

6

Charlotte

    

6

Grand Rapids/Kalamazoo

    

6

Baltimore

    

5

Harrisburg/Lancaster/York

    

5

Winston Salem/ Greensboro

    

5

 

In fiscal 2002, Kohl’s opened 75 new stores including the initial entry in the Houston, TX market with 12 stores, the Boston, MA market with 15 stores, the Nashville, TN market with four stores and the Providence, RI market with four stores. In addition, 19 stores were added in the Midwest region, 11 stores in the Northeast region and 10 stores in other existing regions.

 

The Company opened four of these stores as a small-market test. These stores average 62,000 square feet compared to approximately 89,000 square feet for a prototype store. The smaller stores are designed to take the Kohl’s concept into a smaller footprint to serve trade areas of 100,000 or less in population. The small-market test stores have a layout that is similar to the larger prototype stores and includes all departments, but with an edited merchandise assortment.

 

A new distribution center in San Bernardino, CA was opened in December 2002 to support the Company’s planned expansion into the Southwest.

 

Management believes there is substantial opportunity for further growth and intends to open approximately 80 new stores in fiscal 2003. The Company entered the greater Los Angeles area with 28 stores in March. In April, the Company plans to open three stores in the San Antonio, TX market and add four stores in other existing regions. In fall of 2003, Kohl’s plans to open approximately 45 new stores including entries into the Phoenix, AZ market with ten stores, Tucson, AZ with two stores, Flagstaff, AZ with one store and the Las Vegas, NV market with three stores.

 

During 2004, the Company plans to open approximately 95-100 new stores. The stores will open in a combination of new and existing markets. The Company will continue to expand its presence in the Southwest region, with additional stores in the greater Los Angeles area and new market entries into Sacramento, San Diego, and Fresno, CA.

 

3


 

Management believes the transferability of the Kohl’s retailing strategy, the Company’s experience in acquiring and converting pre-existing stores and in building new stores, combined with the Company’s substantial investment in management information systems, centralized distribution and headquarters functions provide a solid foundation for further expansion.

 

Merchandising

 

Kohl’s stores feature moderately priced, national brand merchandise, which provide value to customers. Kohl’s merchandise is targeted to appeal to middle-income customers shopping for their families and homes. The Company’s stores generally carry a consistent merchandise assortment with some differences attributable to regional preferences. The Company’s stores emphasize apparel and shoes for women, men, and children, soft home products, such as towels, sheets and pillows, and housewares.

 

Convenience

 

Convenience is another important cornerstone of Kohl’s business model. At Kohl’s, convenience begins before the customer enters the store, with a neighborhood location close to home. Other aspects of convenience include easily accessible entry, knowledgeable and friendly associates, wide aisles, a functional store layout, shopping carts/strollers and fast, centralized checkouts. The physical store layout coupled with the Company’s focus on strong in-stock position on color and size are aimed at providing a convenient shopping experience for an increasingly time starved customer. In addition, Kohl’s offers on-line shopping on the Company’s web-site. Designed as an added service for customers who prefer to shop from their homes, the web-site offers key items, best selling family apparel and home merchandise. The site is designed to provide an easy-to-navigate, on-line shopping environment that compliments the Company’s in-store focus on convenience.

 

Distribution

 

The Company receives substantially all of its merchandise at seven distribution centers, with the balance delivered directly to the stores by vendors or their distributors. The distribution centers ship merchandise to each store by contract carrier several times a week.

 

The following table summarizes key information about each distribution center.

 

Location


  

Fiscal Year Opened


 

Square Footage


 

States Serviced


    

Approximate Store Capacity


Menomonee Falls, Wisconsin

  

1981

 

530,000

 

Illinois, Wisconsin, Northern Indiana

    

90

Findlay, Ohio

  

1994

 

780,000

 

Ohio, Michigan, Indiana, Kentucky, Tennessee, West Virginia, Alabama

    

120

Winchester, Virginia

  

1997

 

420,000

 

Pennsylvania, Georgia, North Carolina, Virginia, Maryland, South Carolina, Delaware

    

100

Blue Springs, Missouri

  

1999

 

540,000

 

Minnesota, Colorado, Missouri, Kansas, Oklahoma, Iowa, Nebraska, North Dakota, South Dakota

    

100

Corsicana, Texas

  

2001

 

350,000

 

Texas

    

45

Mamakating, New York

  

2002

 

605,000

 

New York, Connecticut, Massachusetts, New Jersey, New Hampshire, Rhode Island

    

100

San Bernardino, California

  

2002

 

575,000

 

California

    

110

 

The Company operates a 500,000 square foot fulfillment center in Monroe, Ohio that services the Company’s e-commerce business.

 

4


 

Employees

 

As of February 1, 2003, the Company had approximately 75,000 employees, including approximately 19,000 full-time and 56,000 part-time associates. The number of associates varies during the year, peaking during the back-to-school and holiday seasons. None of the Company’s associates are represented by a collective bargaining unit. The Company believes its relations with its associates are very good.

 

Competition

 

The retail industry is highly competitive. Management considers quality, value, merchandise mix, service and convenience to be the most significant competitive factors in the industry. The Company’s primary competitors are traditional department stores, upscale mass merchandisers and specialty stores. The Company’s specific competitors vary from market to market.

 

Seasonality

 

The Company’s business, like that of most retailers, is subject to seasonal influences, with the major portion of sales and income typically realized during the last half of each fiscal year, which includes the back-to-school and holiday seasons. Approximately 15% and 30% of sales occur during the back-to-school and holiday seasons, respectively. Because of the seasonality of the Company’s business, results for any quarter are not necessarily indicative of the results that may be achieved for the fiscal year. In addition, quarterly results of operations depend significantly upon the timing and amount of revenues and costs associated with the opening of new stores.

 

Trademarks and Service Marks

 

The name “Kohl’s,” written in its distinctive block style, is a registered service mark of a wholly-owned subsidiary of the Company, and the Company considers this mark and the accompanying name recognition to be valuable to its business. This subsidiary has approximately 60 additional trademarks, trade names and service marks, most of which are used in its private label program.

 

Item 2. Properties

 

As of February 1, 2003, the Company operated 457 stores in 33 states. The Company owned 119 stores and leased 338 stores, which includes both operating and ground leases. The Company’s typical lease has an initial term of 20-25 years plus five to eight renewal options for consecutive five year extension terms.

 

Substantially all of the Company’s leases provide for a minimum annual rent that is fixed or adjusts to set levels during the lease term, including renewals. Approximately 42% of the leases provide for additional rent based on a percentage of sales to be paid when designated sales levels are achieved.

 

 

5


 

The Company’s stores are located in strip shopping centers (321), community and regional malls (47), and as free standing units (89). Of the Company’s stores, 421 are one-story facilities and 36 are two-story facilities.

 

      

Number of Stores at February 1, 2003


      

Illinois

    

43

Texas

    

39

Ohio

    

38

Wisconsin

    

33

Michigan

    

27

Pennsylvania

    

26

New Jersey

    

24

Indiana

    

22

New York

    

21

Minnesota

    

19

Georgia

    

18

Virginia

    

14

North Carolina

    

14

Connecticut

    

13

Massachusetts

    

13

Maryland

    

12

Colorado

    

11

Missouri

    

11

Iowa

    

8

Tennessee

    

8

Kansas

    

7

Oklahoma

    

7

Kentucky

    

5

New Hampshire

    

4

Nebraska

    

4

Arkansas

    

3

Delaware

    

3

South Carolina

    

3

West Virginia

    

2

Rhode Island

    

2

Alabama

    

1

North Dakota

    

1

South Dakota

    

1

      

Total

    

457

      

 

The Company owns its distribution centers in Menomonee Falls, Wisconsin; Findlay, Ohio; Winchester, Virginia; Blue Springs, Missouri; Mamakating, New York and San Bernardino, California. The Company also owns its corporate headquarters in Menomonee Falls, Wisconsin. The Company leases the distribution center in Corsicana, Texas and the e-commerce fulfillment center in Monroe, Ohio.

 

Item 3.  Legal Proceedings

 

The Company is involved in various legal matters arising in the normal course of business. In the opinion of management, the outcome of such proceedings and litigation will not have a material adverse impact on the Company’s financial position or results of operations.

 

Item 4.  Submission of Matters to a Vote of Security Holders

 

No matters were submitted to a vote of the Company’s security holders during the last quarter of fiscal 2002.

 

6


 

PART II

 

Item 5.  Market for Registrant’s Common Stock and Related Stockholder Matters

 

(a) Market information

 

The Common Stock has been traded on the New York Stock Exchange since May 19, 1992, under the symbol “KSS.” The prices in the table set forth below indicate the high and low prices of the Common Stock for each quarter in fiscal 2002 and 2001.

 

    

Price Range


    

High


  

Low


Fiscal 2002

             

First Quarter

  

$

76.10

  

$

64.00

Second Quarter

  

 

78.74

  

 

56.25

Third Quarter

  

 

73.75

  

 

44.00

Fourth Quarter

  

 

71.70

  

 

51.10

Fiscal 2001

             

First Quarter

  

$

72.24

  

$

48.70

Second Quarter

  

 

67.95

  

 

55.00

Third Quarter

  

 

60.12

  

 

42.00

Fourth Quarter

  

 

71.85

  

 

58.10

 

(b) Holders

 

At March 5, 2003, there were 6,424 holders of the Common Stock.

 

(c) Dividends

 

The Company has never paid a cash dividend, has no current plans to pay dividends on its Common Stock and intends to retain all earnings for investment in and growth of the Company’s business. The payment of future dividends, if any, will be determined by the Board of Directors in light of existing business conditions, including the Company’s earnings, financial condition and requirements, restrictions in financing agreements and other factors deemed relevant by the Board of Directors.

 

 

7


 

Item 6.  Selected Consolidated Financial Data

 

The selected consolidated financial data presented below should be read in conjunction with the consolidated financial statements of the Company and related notes included elsewhere in this document. The selected consolidated financial data, except for the operating data, has been derived from the audited consolidated financial statements of the Company, which have been audited by Ernst & Young LLP, independent auditors.

 

    

Fiscal Year Ended (a)


 
    

February 1, 2003


    

February 2, 2002


    

February 3, 2001


    

January 29, 2000


    

January 30, 1999


 
    

(Dollars in Thousands, Except Per Share and Per Square Foot Data)

 

Statement of Operations Data:

                                            

Net sales

  

$

9,120,287

 

  

$

7,488,654

 

  

$

6,151,996

 

  

$

4,557,112

 

  

$

3,681,763

 

Cost of merchandise sold

  

 

5,981,219

 

  

 

4,923,527

 

  

 

4,056,139

 

  

 

3,014,073

 

  

 

2,447,301

 

    


  


  


  


  


Gross margin

  

 

3,139,068

 

  

 

2,565,127

 

  

 

2,095,857

 

  

 

1,543,039

 

  

 

1,234,462

 

Selling, general and administrative expenses

  

 

1,817,968

 

  

 

1,527,478

 

  

 

1,282,367

 

  

 

975,269

 

  

 

810,162

 

Depreciation and amortization

  

 

191,439

 

  

 

157,165

 

  

 

126,986

 

  

 

88,523

 

  

 

70,049

 

Preopening expenses

  

 

39,278

 

  

 

30,509

 

  

 

35,189

 

  

 

30,972

 

  

 

16,388

 

    


  


  


  


  


Operating income

  

 

1,090,383

 

  

 

849,975

 

  

 

651,315

 

  

 

448,275

 

  

 

337,863

 

Interest expense, net

  

 

56,009

 

  

 

50,111

 

  

 

46,201

 

  

 

27,163

 

  

 

21,114

 

    


  


  


  


  


Income before income taxes

  

 

1,034,374

 

  

 

799,864

 

  

 

605,114

 

  

 

421,112

 

  

 

316,749

 

Provision for income taxes

  

 

390,993

 

  

 

304,188

 

  

 

232,966

 

  

 

162,970

 

  

 

124,483

 

    


  


  


  


  


Net income

  

$

643,381

 

  

$

495,676

 

  

$

372,148

 

  

$

258,142

 

  

$

192,266

 

    


  


  


  


  


Net income per share (b):

                                            

Basic

  

$

1.91

 

  

$

1.48

 

  

$

1.13

 

  

$

0.80

 

  

$

0.61

 

Diluted

  

$

1.87

 

  

$

1.45

 

  

$

1.10

 

  

$

0.77

 

  

$

0.59

 

Operating Data:

                                            

Comparable store sales growth (c)

  

 

5.3

%

  

 

6.8

%

  

 

9.0

%

  

 

7.9

%

  

 

7.9

%

Net sales per selling square foot (d)

  

$

284

 

  

$

283

 

  

$

281

 

  

$

270

 

  

$

265

 

Total square feet of selling space (in thousands; end of period)

  

 

34,507

 

  

 

28,576

 

  

 

23,610

 

  

 

18,757

 

  

 

15,111

 

Number of stores open (end of period)

  

 

457

 

  

 

382

 

  

 

320

 

  

 

259

 

  

 

213

 

Balance Sheet Data (end of period):

                                            

Working capital

  

$

1,776,102

 

  

$

1,584,073

 

  

$

1,198,600

 

  

$

732,111

 

  

$

559,207

 

Property and equipment, net

  

 

2,739,290

 

  

 

2,199,494

 

  

 

1,726,450

 

  

 

1,352,956

 

  

 

933,011

 

Total assets

  

 

6,315,503

 

  

 

4,929,586

 

  

 

3,855,154

 

  

 

2,931,047

 

  

 

1,936,095

 

Total long-term debt

  

 

1,058,784

 

  

 

1,095,420

 

  

 

803,081

 

  

 

494,993

 

  

 

310,912

 

Shareholders’ equity

  

 

3,511,917

 

  

 

2,791,406

 

  

 

2,202,639

 

  

 

1,685,503

 

  

 

1,162,779

 


(a)   All years presented contain 52 weeks except fiscal 2000, which contained 53 weeks.
(b)   All per share data has been adjusted to reflect the 2 for 1 stock split effected in April 2000.
(c)   Comparable store sales growth for each period is based on sales of stores (including relocated or expanded stores) open throughout the full period and throughout the full prior period. Fiscal 2001 comparable store sales growth compares the 52 weeks of fiscal 2001 to the 52 weeks ended January 27, 2001. Fiscal 2000 comparable store sales growth was calculated based on the 52 weeks ended January 27, 2001 versus the 52 weeks of fiscal 1999.
(d)   Net sales per selling square foot is calculated using net sales of stores that have been open for the full year divided by their square footage of selling space.

 

 

8


 

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Results of Operations

 

The Company’s net income increased $147.7 million or 29.8% from $495.7 million in fiscal 2001 to $643.4 million in fiscal 2002. Net income increased $123.6 million or 33.2% in fiscal 2001 and $114.0 million or 44.2% in fiscal 2000.

 

Net Sales.    Net sales, number of stores, sales growth and net sales per selling square foot by year for the last three fiscal years were as follows:

 

    

Fiscal Year


 
    

2002


    

2001


    

2000


 

Net sales (in thousands)

  

$

9,120,287

 

  

$

7,488,654

 

  

$

6,151,996

 

Number of stores open (end of period)

  

 

457

 

  

 

382

 

  

 

320

 

Sales growth—all stores

  

 

21.8

%

  

 

21.7

%

  

 

35.0

%

Sales growth—comparable stores (a)

  

 

5.3

%

  

 

6.8

%

  

 

9.0

%

Net sales per selling square foot (b)

  

$

284

 

  

$

283

 

  

$

281

 


(a)   Comparable store sales growth for each period is based on sales of stores (including relocated or expanded stores) open throughout the full period and throughout the full prior fiscal year. Fiscal 2001 comparable sales growth compares the 52 weeks of fiscal 2001 to the 52 weeks ended January 27, 2001. Fiscal 2000 comparable sales growth was calculated based on the 52 weeks ended January 27, 2001 versus the 52 weeks of fiscal 1999.
(b)   Net sales per selling square foot is calculated using net sales of stores that have been open for the full year divided by their square footage of selling space.

 

Increases in net sales primarily reflect new store openings and comparable store sales growth. On a fiscal year basis, net sales increased $1,631.6 million, or 21.8%, from $7,488.7 million in fiscal 2001 to $9,120.3 million in fiscal 2002. Net sales increased $1,275.9 million due to the opening of 75 new stores in fiscal 2002 and to the inclusion of a full year of operating results for the 62 stores opened in fiscal 2001. Comparable store sales increased $355.7 million, or 5.3%, in fiscal 2002. In fiscal 2002, the comparable store base included 320 stores.

 

On a fiscal year basis, comparing the 52 weeks ended February 2, 2002, with the 53 weeks ended February 3, 2001, net sales increased $1,336.7 million, or 21.7%, from $6,152.0 million in fiscal 2000 to $7,488.7 million in fiscal 2001. Net sales increased $1,039.4 million due to the opening of 62 new stores in fiscal 2001 and to the inclusion of a full year of sales for the 61 stores opened in fiscal 2000. Comparing the 52 weeks ended February 2, 2002 with the 53 weeks ended February 3, 2001, the Company’s comparable store sales increased $297.3 million or 5.6%. On a comparable 52-week basis, comparable store sales increased 6.8% in fiscal 2001. In fiscal 2001, the comparable store base included 259 stores.

 

9


 

Components of Earnings. The following table sets forth statement of operations data as a percentage of net sales for each of the last three years:

 

    

Fiscal Year


 
    

2002


    

2001


    

2000


 

Net sales

  

100.0

%

  

100.0

%

  

100.0

%

Cost of merchandise sold

  

65.6

 

  

65.7

 

  

65.9

 

    

  

  

Gross margin

  

34.4

 

  

34.3

 

  

34.1

 

Selling, general and administrative expenses

  

19.9

 

  

20.4

 

  

20.8

 

Depreciation and amortization

  

2.1

 

  

2.1

 

  

2.1

 

Preopening expenses

  

0.4

 

  

0.4

 

  

0.6

 

    

  

  

Operating income

  

12.0

 

  

11.4

 

  

10.6

 

Interest expense, net

  

0.6

 

  

0.7

 

  

0.8

 

    

  

  

Income before income taxes

  

11.4

 

  

10.7

 

  

9.8

 

Provision for income taxes

  

4.3

 

  

4.1

 

  

3.8

 

    

  

  

Net income

  

7.1

%

  

6.6

%

  

6.0

%

    

  

  

 

Gross Margin.    Gross margin increased $574.0 million from $2,565.1 million in fiscal 2001 to $3,139.1 million in fiscal 2002. Gross margin increased $419.2 million due to the opening of 75 new stores in fiscal 2002 and to the inclusion of a full year of operating results for the 62 stores opened in fiscal 2001. Comparable store gross margin increased $154.8 million. The Company’s gross margin as a percent of net sales was 34.4% for fiscal 2002 compared to 34.3% for fiscal 2001. The increase in gross margin rate is attributable to improved gross margin rates in most merchandise categories and a favorable change in the sales mix.

 

Gross margin increased $469.2 million from $2,095.9 million in fiscal 2000 to $2,565.1 million in fiscal 2001. Gross margin increased $355.3 million due to the opening of 62 new stores in fiscal 2001 and to the inclusion of a full year of operating results for the 61 stores opened in fiscal 2000. Comparable store gross margin increased $113.9 million. The Company’s gross margin as a percent of net sales was 34.3% for fiscal 2001 compared to 34.1% for fiscal 2000. In fiscal 2001, the gross margin rate increase was primarily attributable to a change in the sales mix. Women’s apparel and accessories, which increased in share of the business, achieve a higher than average gross margin rate.

 

The Company’s merchandise mix is reflected in the table below:

 

    

Fiscal Year


    

2002


  

2001


  

2000


Womens

  

32.6%

  

31.3%

  

30.1%

Mens

  

19.3%

  

20.1%

  

20.8%

Home

  

18.0%

  

18.5%

  

18.8%

Childrens

  

13.2%

  

12.8%

  

12.7%

Footwear

  

8.3%

  

8.8%

  

9.4%

Accessories

  

8.6%

  

8.5%

  

8.2%

 

Selling, General and Administrative Expenses.    Selling, general and administrative (S,G&A) expenses include all direct store expenses such as payroll, occupancy and store supplies and all costs associated with the Company’s distribution centers, advertising and corporate functions, but exclude depreciation and amortization. The S,G&A expense as a percent of net sales decreased from 20.40% in fiscal 2001 to 19.93% in fiscal 2002. Of the 47 basis points of rate improvement, 12 basis points are due to improvement in advertising costs, 12 basis points are related to improvement in corporate expenses, 9 basis points are due to improvement in credit operations, 9 basis points are due to improvement in distribution expenses and 5 basis points are due to improvement in store operating expenses.

 

10


 

S,G&A expense as a percent of net sales decreased from 20.84% in fiscal 2000 to 20.40% in fiscal 2001. Of the 44 basis points of rate improvement, 35 basis points are due to improvement in store operating expenses, 13 basis points are related to improvement in corporate expenses, 7 basis points are due to improvement in advertising costs and 7 basis points are related to improvement in distribution expenses. This was offset by a decline in credit operations leverage of 18 basis points.

 

Depreciation and Amortization.    The total amount of depreciation and amortization increased from fiscal 2001 to fiscal 2002 due to the addition of new stores, the remodeling of existing stores and the mix of owned versus leased stores. Depreciation and amortization remained constant as a percentage of net sales at 2.1% for fiscal 2001 and fiscal 2002.

 

Preopening Expenses.    Preopening expenses are expensed as incurred and relate to the costs incurred prior to new store openings which includes advertising, hiring, and training costs for new employees and processing and transporting initial merchandise. The following table sets forth the Company’s preopening costs for each of the last three years:

 

 

Year of Store

    Opening    


  

Preopening Expenses

Fiscal Year


  

Total Spending


  

2002


  

2001


  

2000


  
    

(In Thousands)

2003

  

$

8,583

  

$

—  

  

$

—  

  

$

8,583

2002

  

 

30,695

  

 

4,724

  

 

—  

  

 

35,419

2001

  

 

—  

  

 

25,785

  

 

5,137

  

 

30,922

2000

  

 

—  

  

 

—  

  

 

30,052

  

 

30,052

    

  

  

  

Total

  

$

39,278

  

$

30,509

  

$

35,189

  

$

104,976

    

  

  

  

 

The average cost incurred to open the 75 stores in fiscal 2002 was $472,000 per store and the average cost incurred to open the 62 stores in fiscal 2001 was $499,000. The average cost per store fluctuates based on the mix of stores opened in new markets versus fill-in markets.

 

Operating Income.    Operating income increased $240.4 million or 28.3% in fiscal 2002, $198.7 million or 30.5% in fiscal 2001 and $203.0 million or 45.3% in fiscal 2000 due to the factors described above.

 

Interest Expense.    Net interest expense increased $5.9 million over fiscal 2001 to $56.0 million in fiscal 2002. The increase was primarily attributable to the $300 million aggregate principal amount of non-callable 6% unsecured senior debentures issued in November 2002 (see “Liquidity” discussion below). Net interest expense in fiscal 2001 increased $3.9 million over fiscal 2000 to $50.1 million. The increase was primarily attributable to the $300 million of non-callable unsecured senior notes issued in March 2001 and the Liquid Yield Option Subordinated Notes issued in June 2000 outstanding for a full year, offset in part by an increase in interest income on short-term investments.

 

Income Taxes.    The Company’s effective tax rate was 37.8% in fiscal 2002, 38.0% in fiscal 2001 and 38.5% in fiscal 2000. The overall decline in the effective tax rates in fiscal 2002 was primarily due to the decrease in state income taxes, net of federal tax benefits, and elimination of non-deductible amortization of goodwill. The decline in the effective tax rate in fiscal 2001 was primarily due to the decrease in state income taxes, net of federal tax benefits and non-deductible goodwill amortization as a percentage of income before taxes.

 

Inflation

 

The Company does not believe that inflation has had a material effect on the results of operations during the periods presented. However, there can be no assurance that the Company’s business will not be affected in the future.

 

11


 

Liquidity and Capital Resources

 

The Company’s primary ongoing cash requirements are for seasonal and new store inventory purchases, the growth in credit card accounts receivable and capital expenditures in connection with expansion and remodeling programs. The Company’s primary sources of funds for its business activities are cash flow from operations and short-term trade credit. Short-term trade credit, in the form of extended payment terms for inventory purchases or third-party factor financing, represents a significant source of financing for merchandise inventories. Seasonal cash needs are met by financing secured by its proprietary accounts receivable and lines of credit available under its revolving credit facilities. The Company’s working capital and inventory levels typically build throughout the fall, peaking during the holiday selling season. In addition, the Company periodically accesses the capital markets, as needed, to finance its growth.

 

The Company’s working capital increased to $1,776.1 million at February 1, 2003, from $1,584.1 million at February 2, 2002. The increase was primarily attributable to an increase of short-term investments, accounts receivable and inventory, offset in part by increased accounts payable and current portion of long-term debt.

 

The Company’s short-term investments at February 1, 2003 increased $246.6 million over the February 2, 2002 balance of $229.4 million. The increase is primarily due to proceeds realized from the sale of unsecured senior debentures on November 21, 2002.

 

The Company’s accounts receivable at February 1, 2003 increased $154.9 million over the February 2, 2002 balance. The increase is primarily due to a 31.5% increase in proprietary credit card sales offset by increased payment rates. Proprietary credit card sales as a percent of total net sales increased from 31.8% for the fiscal year ended February 2, 2002, to 34.3% for the fiscal year ended February 1, 2003. The following table summarizes information related to Kohl’s proprietary credit card receivables:

 

    

February 1,

2003


    

February 2,

2002


 
    

($ In Thousands)

 

Gross accounts receivable

  

$

1,011,690

 

  

$

853,726

 

Allowance for doubtful accounts

  

$

20,880

 

  

$

17,780

 

Allowance as a % of gross accounts receivable

  

 

2.1

%

  

 

2.1

%

Accounts receivable turnover (rolling 4 quarters) *

  

 

3.5

x

  

 

3.2

x


*   Credit card sales divided by average quarterly gross accounts receivable

 

The Company’s merchandise inventories increased $428.7 million over the February 2, 2002 balance of $1,198.3 million. The increase was primarily due to higher merchandise levels required to support existing stores and incremental new store locations. Accounts payable increased $215.9 million to $694.7 million at February 1, 2003, from the February 2, 2002 balance. Fluctuations in the level of accounts payable are primarily attributable to the timing and number of new store openings and invoice dating arrangements with vendors.

 

The increase in the current portion of long-term debt from $16.4 million at the end of fiscal 2001 to $355.5 million at the end of fiscal 2002 is primarily due to the classification as short-term of $343.3 million of Liquid Yield Option Subordinated Notes (LYONs) as of February 1, 2003 (see note 4 to the consolidated financial statements).

 

The Company has a $225 million Receivable Purchase Agreement (RPA) with Preferred Receivables Funding Corporation, certain investors and Bank One as agent, which is renewable annually, for approximately one year intervals, at the Company’s request and investors’ option. Pursuant to the RPA, the Company periodically sells, generally with recourse, an undivided interest in the Company’s private label credit card receivables. At February 1, 2003, and February 2, 2002, no receivables were sold. For financial reporting purposes, receivables sold are treated as secured borrowings.

 

12


 

Cash provided by operating activities was $669.6 million for fiscal 2002 as compared to $541.8 million for fiscal 2001, and $372.1 million for fiscal 2000.

 

Capital expenditures include costs for new store openings, store remodels, distribution center openings and other base capital needs. The Company’s capital expenditures, including favorable lease rights, were $716.0 million during fiscal 2002, $662.0 million during fiscal 2001 and $481.0 million during fiscal 2000. The increases in annual expenditures are related to the number of new stores, the timing of new store capital spending, and the mix of owned, leased or acquired stores.

 

Total capital expenditures for fiscal 2003 are currently expected to be approximately $825 million. This estimate includes new store and remodel spending as well as base capital needs. The Company plans to open approximately 80 new stores in fiscal 2003. The total cash outlay required for a newly constructed leased store is approximately $5.5 million, which includes capital expenditures, preopening expenses and net working capital. The additional cash outlay required for a newly constructed owned store will vary depending upon land and sitework costs, but is expected to be approximately $8.0 million. The Company does not anticipate that its planned expansion will be limited by any restrictive covenants in its financing agreements.

 

In November 2002, the Company issued $300 million aggregate principal amount of non-callable 6% unsecured senior debentures due January 15, 2033. Net proceeds, excluding expenses, were $297.8 million and will be used for general corporate purposes, including continued store growth.

 

In July 2002, the Company executed two new unsecured revolving bank credit facilities. The first agreement consists of a $532 million facility maturing July 10, 2007. The second agreement consists of a $133 million facility maturing July 8, 2003 and renewable at the Company’s request and at the banks’ option. Depending on the type of advance under the new facilities, amounts borrowed bear interest at competitive bid rates; the LIBOR plus a margin, based on the Company’s long-term unsecured debt rating; or the agent bank’s base rate.

 

In March 2001, the Company issued $300 million aggregate principle amount of 6.30% unsecured notes due March 1, 2011. The proceeds have been used for general corporate purposes, including continued store growth.

 

In June 2000, the Company issued $551.5 million aggregate principal amount of Liquid Yield Option Subordinated Notes (LYONs) due 2020. Net proceeds, excluding expenses, were $319.4 million. The debt is callable by the Company beginning June 12, 2003, for cash. The holders of the securities can “put” the LYONs back to the Company after three and ten years from the date of issuance. As the holders can put the LYONs back to the Company in 2003, such securities have been reflected as current maturities of long-term debt.

 

The Company anticipates that it will be able to satisfy its working capital requirements, planned capital expenditures, and debt service requirements with available cash and short-term investments, proceeds from cash flows from operations, short-term trade credit, $225 million of available financing secured by its proprietary credit card accounts receivable, seasonal borrowings under its $665 million revolving credit facilities and other sources of financing. The Company expects to generate adequate cash flows from operating activities to sustain current levels of operations. The Company maintains favorable banking relations and anticipates that the necessary credit agreements will be extended or new agreements will be entered into in order to provide future borrowing requirements as needed.

 

13


 

Contractual Obligations

 

The Company has aggregate contractual obligations of $5,711.2 million related to debt repayments, capital leases and operating leases as follows:

 

    

Fiscal Year


    

2003


  

2004


  

2005


  

2006


  

2007


  

Thereafter


  

Total


    

(In Thousands)

    

Long-term debt

  

$

353,402

  

$

10,135

  

$

138

  

$

100,416

  

$

373

  

$

895,291

  

$

1,359,755

Capital leases (a)

  

 

2,062

  

 

2,014

  

 

2,181

  

 

2,422

  

 

2,729

  

 

43,085

  

 

54,493

Operating leases

  

 

232,419

  

 

255,511

  

 

251,258

  

 

242,751

  

 

242,626

  

 

3,072,389

  

 

4,296,954

    

  

  

  

  

  

  

Total

  

$

587,883

  

$

267,660

  

$

253,577

  

$

345,589

  

$

245,728

  

$

4,010,765

  

$

5,711,202

    

  

  

  

  

  

  


(a)   Annual commitments on capital leases are net of interest

 

The Company also has outstanding letters of credit and stand-by letters of credit that total approximately $20.4 million and $2.0 million, respectively, at February 1, 2003. If certain conditions were met under these arrangements, the Company would be required to satisfy the obligations in cash. Due to the nature of these arrangements and based on historical experience, the Company does not expect to make any significant payments. Therefore, they have been excluded from the preceding table.

 

Critical Accounting Policies and Estimates

 

Allowance for Doubtful Accounts

 

The Company evaluates the collectibility of accounts receivable based on a combination of factors, namely aging and historical trends. Delinquent accounts are written off automatically after the passage of 180 days without receiving a full scheduled monthly payment. Accounts are written off sooner in the event of customer bankruptcy or other circumstances that make further collection unlikely. For all other accounts, the Company recognizes reserves for bad debts based on the length of time the accounts are past due and the anticipated future write offs based on historical experience.

 

The allowance for doubtful accounts was $20.9 million or 2.1% of gross receivables at February 1, 2003, $17.8 million or 2.1% of gross receivables at February 2, 2002 and $9.3 million or 1.3% of gross receivables at February 3, 2001. The components of the allowance for doubtful accounts are as follows:

 

    

Fiscal Year Ended


 
    

February 1, 2003


    

February 2, 2002


    

February 3, 2001


 
    

(In Thousands)

 

Accounts Receivable—Allowances:

                          

Balance at Beginning of Year

  

$

17,780

 

  

$

9,282

 

  

$

7,171

 

Charged to Costs and Expenses

  

 

43,739

 

  

 

41,284

 

  

 

22,677

 

Deductions—Bad Debts Written off,

                          

Net of Recoveries and Other Allowances

  

 

(40,639

)

  

 

(32,786

)

  

 

(20,566

)

    


  


  


Balance at End of Year

  

$

20,880

 

  

$

17,780

 

  

$

9,282

 

    


  


  


 

Retail Inventory Method and Inventory Valuation

 

The Company values its inventory at the lower of cost or market with cost determined on the last-in, first-out (LIFO) basis using the retail inventory method (RIM). Under RIM, the valuation of inventories at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the retail value inventories. RIM is an averaging method that has been widely used in the retail industry due to its practicality. The use of the retail inventory method will result in inventories being valued at the lower of cost or market as markdowns are currently taken as a reduction of the retail value of inventories.

 

14


 

Based on a review of historical clearance markdowns, current business trends and discontinued merchandise categories, an adjustment to inventory is recorded to reflect additional markdowns which are estimated to be necessary to liquidate existing clearance inventories and reduce inventories to the lower of cost or market. Management believes that the Company’s inventory valuation approximates the net realizable value of clearance inventory and results in carrying inventory at the lower of cost or market.

 

Vendor Allowances

 

The Company records vendor allowances and discounts in the income statement when the purpose for which those monies were designated is fulfilled. Allowances provided by vendors generally relate to profitability of inventory recently sold and, accordingly, are reflected as reductions to cost of merchandise sold as negotiated. Vendor allowances received for advertising or fixture programs reduce the Company’s expense or expenditure for the related advertising or fixture program.

 

Reserve Estimates

 

The Company uses a combination of insurance and self-insurance for a number of risks including workers’ compensation, general liability and employee-related health care benefits, a portion of which is paid by its associates. The Company determines the estimates for the liabilities associated with these risks by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions. The estimated accruals for these liabilities could be significantly affected if future occurrences and claims differ from the current assumptions and historical trends. Under its workers’ compensation and general liability insurance policies, the Company retains the initial risk of $500,000 and $250,000, respectively, per occurrence.

 

Capital versus Operating Leases

 

The Company evaluates all lease agreements in accordance with Statement of Financial Accounting Standards No. 13, “Accounting for Leases,” to determine whether a lease is operating or capital. The Company reviews the fair market value as well as the useful life of the related assets. Both of these assumptions are subject to estimation.

 

The senior management of the Company has discussed the development and selection of the above critical accounting estimates with the audit committee of the Company’s board of directors.

 

New Accounting Pronouncements

 

The FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections,” in April 2002. This statement addresses the determination as to whether a transaction should be reported as an extraordinary item or reported in normal earnings. The adoption of this statement did not have an impact on the Company’s results of operations or financial position presented in this report.

 

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” effective for disposal activities initiated after December 31, 2002. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized, at fair value, when the liability is incurred rather than at the time an entity commits to a plan. The Company did not incur any new liability related to a disposal cost or exit activity between adoption of this statement on January 1, 2003, and the end of the fiscal year on February 1, 2003. The Company does not expect the adoption of SFAS No. 146 to have a significant impact on its results of operations or financial position.

 

15


 

The Emerging Issues Task Force released Issue No. 02-16, “Accounting by a Customer (including a Reseller) for Certain Consideration Received from a Vendor” in November 2002, applicable to fiscal years beginning after December 15, 2002. The Company records vendor allowances and discounts in the income statement when the purpose for which those monies were designated is fulfilled. As such, the Company does not expect the release to have a significant effect on its results of operations or financial position.

 

Forward-Looking Information/Risk Factors

 

Items 1, 3, 5 and 7 of this Form 10-K contain “forward-looking statements,” subject to protections under federal law. The Company intends words such as “believes,” “anticipates,” “plans,” “may,” “will,” “should,” “expects” and similar expressions to identify forward-looking statements. In addition, statements covering the Company’s future sales or financial performance and the Company’s plans, objectives, expectations or intentions are forward-looking statements, such as statements regarding the Company’s liquidity, debt service requirements, planned capital expenditures, future store openings and adequacy of capital resources and reserves. There are a number of important factors that could cause the Company’s results to differ materially from those indicated by the forward-looking statements, including among others, those risk factors described in Exhibit 99.1 attached to this 10-K and incorporated herein by this reference. Forward-looking statements relate to the date made, and the Company undertakes no obligation to update them.

 

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

 

The Company’s primary exposure to market risk consists of changes in interest rates or borrowings. At February 1, 2003, the Company’s long-term debt, excluding capital leases, was $1,359.8 million, all of which is fixed rate debt.

 

Long-term fixed rate debt is utilized as a primary source of capital. When these debt instruments mature, the Company may refinance such debt at then existing market interest rates, which may be more or less than interest rates on the maturing debt. If interest rates on the existing fixed rate debt outstanding at February 1, 2003, changed by 100 basis points, the Company’s annual interest expense would change by $13.6 million.

 

During fiscal 2002, average borrowings under the Company’s variable rate revolving credit facilities and its short-term financing of its proprietary accounts receivable were $47.4 million. If interest rates on the average fiscal 2002 variable rate debt changed by 100 basis points, the Company’s annual interest expense would change by $474,000, assuming comparable borrowing levels.

 

Item 8.    Financial Statements and Supplementary Data

 

The financial statements are included in this report beginning on page F-3.

 

Item 9.    Changes In and Disagreements with Accountants on Accounting and Financial Disclosures

 

None

 

16


PART III

 

Item 10.     Directors and Executive Officers of Registrant

 

The information set forth under “Election of Directors” on pages 1-3, under “Director Committees and Compensation” on pages 3-4, under “Compliance with Section 16(a) of the Exchange Act” on page 9 and under “Code of Ethical Standards” on page 10 of the Proxy Statement for the Registrant’s Annual Meeting of Shareholders to be held on May 1, 2003 is incorporated herein by reference.

 

The executive officers of the Company are as follows:

 

Name


  

Age


  

Position


R. Lawrence Montgomery

  

54

  

Chairman, Chief Executive Officer and Director

Kevin Mansell

  

50

  

President and Director

Arlene Meier

  

50

  

Chief Operating Officer, Treasurer and Director

Donald A. Brennan

  

42

  

Executive Vice President—Merchandise Planning and Allocation

Beryl J. Buley

  

41

  

Executive Vice President—Stores

Patricia Johnson

  

45

  

Executive Vice President—Chief Financial Officer

John Lesko

  

50

  

Executive Vice President—Administration

Richard Leto

  

51

  

Executive Vice President—General Merchandise Manager
and Product Development

Jack Moore

  

48

  

Executive Vice President—General Merchandise Manager

Richard D. Schepp

  

42

  

Executive Vice President—General Counsel and Secretary

Don Sharpin

  

54

  

Executive Vice President—Human Resources

Gary Vasques

  

55

  

Executive Vice President—Marketing

 

Mr. Montgomery was elected Chairman of the Board in February 2003. He was promoted to Chief Executive Officer in February 1999. He was appointed to the Board of Directors in 1994 and served as Vice Chairman from March 1996 to November 2000. Mr. Montgomery has served as Executive Vice President of Stores from February 1993 to February 1996 after joining the Company as Senior Vice President—Director of Stores in 1988. Mr. Montgomery has 32 years of experience in the retail industry.

 

Mr. Mansell has served as President and Director since February 1999. Mr. Mansell served as Executive Vice President—General Merchandise Manager from 1987 to 1998. Mr. Mansell joined the Company as a Divisional Merchandise Manager in 1982, and has 28 years of experience in the retail industry.

 

Ms. Meier has served as Chief Operating Officer since November 2000. Ms. Meier served as Executive Vice President—Chief Financial Officer from October 1994 to November 2000 and was appointed to the Board of Directors in March 2000. Ms. Meier joined the Company as Vice President—Controller in 1989. Ms. Meier has 27 years of experience in the retail industry.

 

Mr. Brennan joined the Company in April 2001 as Executive Vice President—Merchandise Planning and Allocation. Prior to joining the Company, Mr. Brennan served in a variety of management positions with Burdines Department Stores, a division of Federated Department Stores, Inc., since 1982. Mr. Brennan has 21 years of experience in the retail industry.

 

Mr. Buley has served as Executive Vice President of Stores since April 2001 and in other management positions since joining the Company in 1988. Mr. Buley has 20 years of experience in the retail industry.

 

17


 

Ms. Johnson has served as Executive Vice President—Chief Financial Officer since August 2001. Ms. Johnson joined the Company in 1998 as a Senior Vice President—Finance. Prior to joining the Company, Ms. Johnson held managerial positions at The Disney Store, Inc. from 1995 to 1998. Ms. Johnson has seven years of experience in the retail industry.

 

Mr. Lesko has served as Executive Vice President—Administration since November 2000 and in other management positions since joining the Company in November 1997. Mr. Lesko has 28 years of experience in the retail industry.

 

Mr. Leto has served as Executive Vice President—General Merchandise Manager since July 1996 and added Product Development to his existing responsibilities in February 1999. Mr. Leto has 30 years of experience in the retail industry.

 

Mr. Moore has served as Executive Vice President—General Merchandise Manager since February 1999. Mr. Moore served as Senior Vice President of Merchandise Planning and Allocation in 1998. He joined the Company in 1997 as Vice President—Divisional Merchandise Manager. Mr. Moore has 26 years of experience in the retail industry.

 

Mr. Schepp has served as Executive Vice President—General Counsel since August 2001. Mr. Schepp joined the Company in 2000 as a Senior Vice President, General Counsel. Prior to joining the Company, Mr. Schepp held various managerial positions at ShopKo Stores, Inc. from 1992 to 2000, most recently as Senior Vice President, General Counsel. Mr. Schepp has 11 years of experience in the retail industry.

 

Mr. Sharpin has served as Executive Vice President—Human Resources since August 1998 and in other management positions since joining the Company in 1988. Mr. Sharpin has 24 years of experience in the retail industry.

 

Mr. Vasques has served as Executive Vice President—Marketing since 1997. He joined the Company in December 1995 as Senior Vice President, Marketing. Mr. Vasques has 33 years of experience in the retail industry.

 

Item 11.     Executive Compensation

 

The information set forth under “Executive Compensation” on pages 7-10 and “Compensation Committee Interlocks and Insider Participation” on page 4 of the Proxy Statement for the Registrant’s Annual Meeting of Shareholders to be held on May 1, 2003, is incorporated herein by reference. Compensation of directors as set forth under “Director Committees and Compensation” on pages 3-4 of the Proxy Statement for the Registrant’s Annual Meeting of Shareholders to be held on May 1, 2003 is incorporated herein by reference.

 

Item 12.     Beneficial Ownership of Stock and Related Stockholder Matters

 

The information set forth under “Beneficial Ownership of Shares” on pages 5-6 and under “Equity Compensation Plan Information” on page 8 of the Proxy Statement for the Registrant’s Annual Meeting of Shareholders to be held on May 1, 2003, is incorporated herein by reference.

 

Item 13.     Certain Relationships and Related Transactions

 

The information set forth under “Other Transactions” on pages 9-10 of the Proxy Statement for the Registrant’s Annual Meeting of Shareholders to be held on May 1, 2003, is incorporated herein by reference.

 

18


 

Item 14.    Controls and Procedures

 

(a) The Company, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (the “Evaluation”) as of the last day of the period covered by this Report. Based upon the Evaluation, the Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective, alerting them to material information required to be disclosed in our periodic reports filed with the SEC. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

 

(b) There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the Evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Item   15.     Principal Accountant Fees and Services

 

The information set forth under “Fees Paid to Ernst & Young LLP” on page 15 of the the Proxy Statement for the Registrant’s Annual Meeting of Shareholders to be held on May 1, 2003, is incorporated herein by reference.

 

19


 

PART IV

 

Item 16.     Exhibits, Financial Statement Schedules and Reports on Form 8-K

 

(a) Documents filed as part of this report:

 

1. Consolidated Financial Statements:

 

See “Index to Consolidated Financial Statements and Schedule of Kohl’s Corporation” on page F-1, the Report of Independent Auditors on page F-2 and the Consolidated Financial Statements and Schedule on pages F-3 to F-19, all of which are incorporated herein by reference.

 

2. Financial Statement Schedule:

 

See “Index to Consolidated Financial Statements and Schedule of Kohl’s Corporation” on page F-1 and the “Financial Statement Schedule” on page F-20, all of which are incorporated herein by reference.

 

3. Exhibits:

 

See “Exhibit Index” of this Form 10-K, which is incorporated herein by reference.

 

(b) Reports on Form 8-K

 

The Company filed two reports on Form 8-K in the fourth fiscal quarter. On November 18, 2002, Kohl’s filed a report dated November 14, 2002, under Items 5 and 7 with its third quarter earnings release attached. On November 20, 2002, the Company filed a report dated November 18, 2002, under Item 7, disclosing the terms of the Underwriting Agreement dated November 18, 2002, by and between Kohl’s and Morgan Stanley & Co. Incorporated, acting severally on behalf of themselves and other underwriters named in that agreement. The second Form 8-K was filed in compliance with the Company’s undertaking in its registration statement on Form S-3, Reg. No. 333-83788.

 

The Exhibit Index has been omitted from this Form 10-K. Shareholders may obtain the Exhibit Index without charge by calling Kohl’s investor relations at 262-703-1440.

 

20


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

AND SCHEDULE OF KOHL’S CORPORATION

 

    

Page


Consolidated Financial Statements

    

Report of Independent Auditors

  

F-2

Consolidated Balance Sheets

  

F-3

Consolidated Statements of Income

  

F-4

Consolidated Statement of Changes in Shareholders’ Equity

  

F-5

Consolidated Statements of Cash Flows

  

F-6

Notes to Consolidated Financial Statements

  

F-7

Financial Statement Schedule

    

Schedule II—Valuation and Qualifying Accounts

  

F-20

 

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

 

F-1


REPORT OF INDEPENDENT AUDITORS

 

To the Board of Directors and Shareholders of

Kohl’s Corporation

 

We have audited the accompanying consolidated balance sheets of Kohl’s Corporation and subsidiaries (the Company) as of February 1, 2003 and February 2, 2002, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the three years in the period ended February 1, 2003. Our audits also included the financial statement schedule listed in the Index. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule 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 consolidated financial position of the Company at February 1, 2003 and February 2, 2002, and the consolidated results of their operations and their cash flows for each of the three years in the period ended February 1, 2003, in conformity with accounting practices generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 

As discussed in Note 1 to the consolidated financial statements, the Company adopted Statement of Accounting Standards No. 142 “Goodwill and Other Intangible Assets” on February 3, 2002.

 

ERNST & YOUNG LLP

 

Milwaukee, Wisconsin

February 26, 2003

 

 

F-2


KOHL’S CORPORATION

 

CONSOLIDATED BALANCE SHEETS

($ in Thousands, Except Share and Per Share Amounts)

 

    

February 1, 2003


  

February 2, 2002


ASSETS

             

Current assets:

             

Cash and cash equivalents

  

$

90,085

  

$

106,722

Short-term investments

  

 

475,991

  

 

229,377

Accounts receivable trade, net of allowance for doubtful accounts of $20,880 and $17,780, respectively

  

 

990,810

  

 

835,946

Merchandise inventories

  

 

1,626,996

  

 

1,198,307

Deferred income taxes

  

 

56,693

  

 

52,292

Other

  

 

43,519

  

 

41,400

    

  

Total current assets

  

 

3,284,094

  

 

2,464,044

Property and equipment, net

  

 

2,739,290

  

 

2,199,494

Favorable lease rights, net

  

 

180,420

  

 

174,860

Goodwill

  

 

9,338

  

 

9,338

Other assets

  

 

102,361

  

 

81,850

    

  

Total assets

  

$

6,315,503

  

$

4,929,586

    

  

LIABILITIES AND SHAREHOLDERS’ EQUITY

             

Current liabilities:

             

Accounts payable

  

$

694,748

  

$

478,870

Accrued liabilities

  

 

315,630

  

 

259,598

Income taxes payable

  

 

142,150

  

 

125,085

Current portion of long-term debt

  

 

355,464

  

 

16,418

    

  

Total current liabilities

  

 

1,507,992

  

 

879,971

Long-term debt

  

 

1,058,784

  

 

1,095,420

Deferred income taxes

  

 

171,951

  

 

114,228

Other long-term liabilities

  

 

64,859

  

 

48,561

Shareholders’ equity:

             

Common stock-$.01 par value, 800,000,000 shares authorized, 337,322,102 and 335,138,497 shares issued, respectively

  

 

3,373

  

 

3,351

Paid-in capital

  

 

1,082,277

  

 

1,005,169

Retained earnings

  

 

2,426,267

  

 

1,782,886

    

  

Total shareholders’ equity

  

 

3,511,917

  

 

2,791,406

    

  

Total liabilities and shareholders’ equity

  

$

6,315,503

  

$

4,929,586

    

  

 

 

See accompanying notes

 

F-3


KOHL’S CORPORATION

 

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Data)

 

    

Fiscal Year Ended


 
    

February 1, 2003


    

February 2, 2002


    

February 3, 2001


 

Net sales

  

$

9,120,287

 

  

$

7,488,654

 

  

$

6,151,996

 

Cost of merchandise sold

  

 

5,981,219

 

  

 

4,923,527

 

  

 

4,056,139

 

    


  


  


Gross margin

  

 

3,139,068

 

  

 

2,565,127

 

  

 

2,095,857

 

Operating expenses:

                          

Selling, general and administrative

  

 

1,817,968

 

  

 

1,527,478

 

  

 

1,282,367

 

Depreciation and amortization

  

 

191,439

 

  

 

151,965

 

  

 

121,786

 

Goodwill amortization

  

 

—  

 

  

 

5,200

 

  

 

5,200

 

Preopening expenses

  

 

39,278

 

  

 

30,509

 

  

 

35,189

 

    


  


  


Total operating expenses

  

 

2,048,685

 

  

 

1,715,152

 

  

 

1,444,542

 

    


  


  


Operating income

  

 

1,090,383

 

  

 

849,975

 

  

 

651,315

 

Other expense (income):

                          

Interest expense

  

 

59,449

 

  

 

57,351

 

  

 

49,332

 

Interest income

  

 

(3,440

)

  

 

(7,240

)

  

 

(3,131

)

    


  


  


Income before income taxes

  

 

1,034,374

 

  

 

799,864

 

  

 

605,114

 

Provision for income taxes

  

 

390,993

 

  

 

304,188

 

  

 

232,966

 

    


  


  


Net income

  

$

643,381

 

  

$

495,676

 

  

$

372,148

 

    


  


  


Net income per share:

                          

Basic

  

$

1.91

 

  

$

1.48

 

  

$

1.13

 

Diluted

  

$

1.87

 

  

$

1.45

 

  

$

1.10

 

 

 

See accompanying notes

 

F-4


KOHL’S CORPORATION

 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(In Thousands)

 

    

Common Stock


  

Paid-In Capital


  

Retained Earnings


  

Total Shareholders’ Equity


    

Shares


  

Amount


        

Balance at January 29, 2000

  

326,197

  

$

3,262

  

$

767,179

  

$

915,062

  

$

1,685,503

Exercise of stock options

  

5,970

  

 

60

  

 

45,819

  

 

—  

  

 

45,879

Income tax benefit from exercise of stock options

  

—  

  

 

—  

  

 

99,109

  

 

—  

  

 

99,109

Net income

  

—  

  

 

—  

  

 

—  

  

 

372,148

  

 

372,148

    
  

  

  

  

Balance at February 3, 2001

  

332,167

  

 

3,322

  

 

912,107

  

 

1,287,210

  

 

2,202,639

Exercise of stock options

  

2,971

  

 

29

  

 

36,099

  

 

—  

  

 

36,128

Income tax benefit from exercise of stock options

  

—  

  

 

—  

  

 

56,963

  

 

—  

  

 

56,963

Net income

  

—  

  

 

—  

  

 

—  

  

 

495,676

  

 

495,676

    
  

  

  

  

Balance at February 2, 2002

  

335,138

  

 

3,351

  

 

1,005,169

  

 

1,782,886

  

 

2,791,406

Exercise of stock options

  

2,184

  

 

22

  

 

31,277

  

 

—  

  

 

31,299

Income tax benefit from exercise of stock options

  

—  

  

 

—  

  

 

45,831

  

 

—  

  

 

45,831

Net income

  

—  

  

 

—  

  

 

—  

  

 

643,381

  

 

643,381

    
  

  

  

  

Balance at February 1, 2003

  

337,322

  

$

3,373

  

$

1,082,277

  

$

2,426,267

  

$

3,511,917

    
  

  

  

  

 

 

 

 

See accompanying notes

 

F-5


KOHL’S CORPORATION

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

 

    

Fiscal Year Ended


 
    

February 1, 2003


    

February 2, 2002


    

February 3, 2001


 

Operating activities

                          

Net income

  

$

643,381

 

  

$

495,676

 

  

$

372,148

 

Adjustments to reconcile net income to net cash provided by operating activities:

                          

Depreciation and amortization

  

 

192,410

 

  

 

157,939

 

  

 

127,491

 

Deferred income taxes

  

 

53,322

 

  

 

17,211

 

  

 

427

 

Amortization of debt discount

  

 

9,381

 

  

 

9,110

 

  

 

5,782

 

Changes in operating assets and liabilities:

                          

Accounts receivable trade, net

  

 

(154,864

)

  

 

(154,690

)

  

 

(176,246

)

Merchandise inventories

  

 

(428,689

)

  

 

(195,017

)

  

 

(208,851

)

Other current assets

  

 

(2,119

)

  

 

(15,801

)

  

 

(4,432

)

Accounts payable

  

 

215,878

 

  

 

78,931

 

  

 

63,507

 

Accrued and other long-term liabilities

  

 

77,988

 

  

 

79,337

 

  

 

44,168

 

Income taxes

  

 

62,896

 

  

 

69,121

 

  

 

148,081

 

    


  


  


Net cash provided by operating activities

  

 

669,584

 

  

 

541,817

 

  

 

372,075

 

Investing activities

                          

Acquisition of property and equipment and favorable lease rights, net

  

 

(715,968

)

  

 

(662,011

)

  

 

(480,981

)

Net purchase of short-term investments

  

 

(246,614

)

  

 

(180,777

)

  

 

(21,100

)

Other

  

 

(32,473

)

  

 

(28,520

)

  

 

(25,036

)

    


  


  


Net cash used in investing activities

  

 

(995,055

)

  

 

(871,308

)

  

 

(527,117

)

Financing activities

                          

Net repayments of short-term debt

  

 

—  

 

  

 

(5,000

)

  

 

(80,000

)

Proceeds from public debt offering, net

  

 

297,759

 

  

 

299,503

 

  

 

319,379

 

Repayments of other long-term debt, net

  

 

(16,772

)

  

 

(16,424

)

  

 

(12,094

)

Payments of financing fees on debt

  

 

(3,452

)

  

 

(1,615

)

  

 

(7,109

)

Net proceeds from issuance of common shares

  

 

31,299

 

  

 

36,128

 

  

 

45,879

 

    


  


  


Net cash provided by financing activities

  

 

308,834

 

  

 

312,592

 

  

 

266,055

 

    


  


  


Net (decrease) increase in cash and cash equivalents

  

 

(16,637

)

  

 

(16,899

)

  

 

111,013

 

Cash and cash equivalents at beginning of year

  

 

106,722

 

  

 

123,621

 

  

 

12,608

 

    


  


  


Cash and cash equivalents at end of year

  

$

90,085

 

  

$

106,722

 

  

$

123,621

 

    


  


  


 

 

See accompanying notes

 

F-6


KOHL’S CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.    Business and Summary of Accounting Policies

 

Business

 

As of February 1, 2003, Kohl’s Corporation (the Company) operated 457 family oriented, specialty department stores located in 33 states that feature national brand apparel, shoes, accessories, soft home products and housewares targeted to middle-income customers.

 

Consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated.

 

Accounting Period

 

The Company’s fiscal year end is the Saturday closest to January 31. The financial statements reflect the results of operations and cash flows for the fiscal years ended February 1, 2003 (fiscal 2002), February 2, 2002 (fiscal 2001) and February 3, 2001 (fiscal 2000). Fiscal 2002 and 2001 include 52 weeks, and fiscal 2000 includes 53 weeks.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

 

Reclassifications

 

Certain reclassifications have been made to prior year’s financial statements to conform to the fiscal 2002 presentation.

 

Cash Equivalents

 

Cash equivalents represent debt securities with a maturity of three months or less when purchased which are held to maturity. Debt securities owned are stated at cost which approximates market value.

 

Short-term Investments

 

Short-term investments are classified as available-for-sale securities and are highly liquid. These securities generally have a put option feature that allows the Company to liquidate the investments at its discretion. These investments are stated at cost, which approximates market value.

 

Accounts Receivable Trade

 

The Company evaluates the collectibility of accounts receivable based on a combination of factors, namely aging and historical trends. Delinquent accounts are written off automatically after the passage of 180 days without receiving a full scheduled monthly payment. Accounts are written off sooner in the event of customer bankruptcy or other circumstances that make further collection unlikely. For all other accounts, the Company recognizes reserves for bad debts based on the length of time the accounts are past due and the anticipated future write offs based on historical experience.

 

F-7


KOHL’S CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

 

1.    Business and Summary of Accounting Policies (continued)

 

Merchandise Inventories

 

Merchandise inventories are valued at the lower of cost or market, with cost determined by the last-in, first-out (LIFO) method. Inventories would have been $4,980,000 higher at February 1, 2003, and $7,110,000 higher at February 2, 2002, if they would have been valued using the first-in, first-out (FIFO) method.

 

Property and Equipment

 

Property and equipment is carried at cost and generally depreciated on a straight-line basis over the estimated useful lives of the assets. Property rights under capital leases and improvements to leased property are amortized on a straight-line basis over the term of the lease or useful life of the asset, whichever is less. The annual provisions for depreciation and amortization have been principally computed using the following ranges of useful lives:

 

Buildings and improvements

  

8-40 years

Store fixtures and equipment

  

3-15 years

Property under capital leases

  

5-40 years

 

Construction in progress includes land and improvements for locations not yet opened and for the expansion and remodel of existing locations in process at the end of each fiscal year.

 

Capitalized Interest

 

The Company capitalizes interest on the acquisition and construction of new locations and expansion of existing locations and depreciates that amount over the lives of the related assets. The total interest capitalized was $9,820,000, $6,929,000 and $3,478,000 in 2002, 2001 and 2000, respectively.

 

Favorable Lease Rights

 

Favorable lease rights are generally amortized on a straight-line basis over the remaining base lease term plus certain options. Accumulated amortization was $39,712,000 at February 1, 2003, and $32,181,000 at February 2, 2002. The favorable lease rights balance at February 1, 2003 includes $13,175,000 related to stores acquired in 2002 that are expected to open in 2003 and 2004. Amortization will begin when the respective stores are opened.

 

Long-Lived Assets

 

The Company annually considers whether indicators of impairment of long-lived assets held for use (including favorable lease rights) are present and if such indicators are present determines whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying amounts. The Company evaluated the ongoing value of its property and equipment and other long-lived assets as of February 1, 2003, and February 2, 2002, and determined that there was no significant impact on the Company’s results of operations.

 

F-8


KOHL’S CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

1.    Business and Summary of Accounting Policies (continued)

 

Goodwill

 

During June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets.” The Company adopted this statement on February 3, 2002. Under SFAS No. 142, goodwill is no longer amortized and instead is subject to fair value based impairment tests that need to be performed at least annually. The Company completed the impairment test as of the adoption date and for our 2002 annual audit and determined there was no impairment of existing goodwill. In accordance with SFAS No. 142, the Company ceased amortization of its remaining goodwill and the remaining balance of goodwill is $9.3 million. Under SFAS No. 142, the Company would have had $5.2 million of additional pretax income and net income for fiscal years 2001 and 2002, and the impact on basic and diluted earnings per share is summarized below:

 

    

Fiscal Year


    

2002


  

2001


  

2000


    

(In Thousands,

Except Per Share Data)

Reported net income

  

$

643,381

  

$

495,676

  

$

372,148

Goodwill amortization

  

 

—  

  

 

5,200

  

 

5,200

    

  

  

Adjusted net income

  

$

643,381

  

$

500,876

  

$

377,348

    

  

  

Basic earnings-per-share

                    

Reported net income per share

  

$

1.91

  

$

1.48

  

$

1.13

Goodwill amortization

  

 

—  

  

 

0.02

  

 

0.01

    

  

  

Adjusted net income per share

  

$

1.91

  

$

1.50

  

$

1.14

    

  

  

Diluted earnings-per-share

                    

Reported net income per share

  

$

1.87

  

$

1.45

  

$

1.10

Goodwill amortization

  

 

—  

  

 

0.02

  

 

0.02

    

  

  

Adjusted net income per share

  

$

1.87

  

$

1.47

  

$

1.12

    

  

  

 

Comprehensive Income

 

Net income for all years presented is the same as comprehensive income.

 

Revenue Recognition

 

Revenue from sales of the Company’s merchandise at its stores is recognized at the time of sale, net of any returns. E-Commerce sales are recorded upon the shipment of merchandise.

 

Vendor Allowances

 

The Company records vendor allowances and discounts in the income statement when the purpose for which those monies were designated is fulfilled. Allowances provided by vendors generally relate to profitability of inventory recently sold and, accordingly, are reflected as reductions to cost of merchandise sold as negotiated. Vendor allowances received for advertising or fixture programs reduce the Company’s expense or expenditure for the related advertising or fixture program.

 

Advertising

 

Advertising costs, included in selling, general and administrative expenses, are expensed as incurred and totaled $314,901,000, $267,274,000 and $223,717,000 in fiscal 2002, 2001 and 2000, respectively.

 

F-9


KOHL’S CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

1.    Business and Summary of Accounting Policies (continued)

 

Preopening Costs

 

Preopening expenses, which are expensed as incurred, relate to the costs associated with new store openings, including advertising, hiring and training costs for new employees, and processing and transporting initial merchandise.

 

Income Taxes

 

Deferred income taxes reflect the impact of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes.

 

Net Income Per Share

 

The information required to compute basic and diluted net income per share is as follows:

 

    

Fiscal Year


 
    

2002


  

2001


  

2000


 
    

(In Thousands)

 

Numerator for basic earnings per share—net earnings

  

$

643,381

  

$

495,676

  

$

372,148

 

Interest expense related to convertible notes, net of tax

  

 

5,739

  

 

5,562

  

 

(b)

    

  

  


Numerator for diluted earnings per share

  

$

649,120

  

$

501,238

  

$

372,148

 

    

  

  


Denominator for basic earnings per share—weighted average shares

  

 

336,676

  

 

334,141

  

 

330,204

 

Impact of dilutive employee stock options (a)

  

 

6,106

  

 

6,857

  

 

7,871

 

Shares issued upon assumed conversion of convertible notes

  

 

3,946

  

 

3,946

  

 

(b)

    

  

  


Denominator for diluted earnings per share

  

 

346,728

  

 

344,944

  

 

338,075

 

    

  

  



(a)   In 2002 and 2001, 4,201,020 and 4,583,237 options, respectively, were not included in the earnings per share calculation as the impact of such options was antidilutive.
(b)   The convertible debt securities are not included in the computation of fiscal 2000 diluted earnings per share as their impact is antidilutive.

 

Stock Options

 

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation— Transition and Disclosure.” SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 requires expanded and more prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method on reported results.

 

As of February 1, 2003, the Company had two long-term compensation plans which are described in Note 8. The Company has not adopted a method under SFAS No. 148 to expense stock options but rather continues to apply the recognition and measurement provisions of Accounting Principals Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for those plans. No stock-based employee compensation expense is reflected in fiscal 2002, 2001, and 2000 net income as all options granted under those plans had an exercise price equal to the market value of the underlying common stock at the date of grant. The following table illustrates the pro forma effect on net income and earnings per share assuming the fair value recognition provisions of SFAS No. 123 would have been adopted for options granted since fiscal 1995.

 

F-10


KOHL’S CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

1.    Business and Summary of Accounting Policies (continued)

 

    

Fiscal Year


    

2002


  

2001


  

2000


    

(In Thousands,

Except Per Share Data)

Net income as reported

  

$

643,381

  

$

495,676

  

$

372,148

Less total stock-based employee compensation expense determined under fair value method for all awards, net of tax

  

 

34,945

  

 

30,050

  

 

23,530

    

  

  

Pro forma net income

  

 

608,436

  

 

465,626

  

 

348,618

Impact of interest on convertible debt, net of tax

  

 

5,739

  

 

5,562

  

 

—  

    

  

  

Pro forma diluted net income

  

$

614,175

  

$

471,188

  

$

348,618

    

  

  

Net income per share:

                    

Basic—as reported

  

$

1.91

  

$

1.48

  

$

1.13

Basic—pro forma

  

$

1.81

  

$

1.39

  

$

1.06

Diluted—as reported

  

$

1.87

  

$

1.45

  

$

1.10

Diluted—pro forma

  

$

1.78

  

$

1.38

  

$

1.04

 

The weighted-average fair values of options granted during fiscal 2002, 2001 and 2000 were estimated using a Black-Scholes option-pricing model to be $26.24, $29.11 and $30.00, respectively. The model uses the following assumptions for all years: risk free interest rate between 4.0%-6.0%; dividend yield of 0%; volatility factors of the Company’s common stock of 30-40%; and a 6-8 year expected life of the option.

 

The SFAS No. 123 expense reflected above only includes options granted since fiscal 1995 and, therefore, may not be representative of future expense.

 

New Accounting Pronouncements

 

The FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections,” in April 2002. This statement addresses the determination as to whether a transaction should be reported as an extraordinary item or reported in normal earnings. The adoption of this statement did not have an impact on the Company’s results of operations or financial position presented in this report.

 

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” effective for disposal activities initiated after December 31, 2002. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized, at fair value, when the liability is incurred rather than at the time an entity commits to a plan. The Company did not incur any new liability related to a disposal cost or exit activity between adoption of this statement on January 1, 2003, and the end of the fiscal year on February 1, 2003. The Company does not expect the adoption of SFAS No. 146 to have a significant impact on its results of operations or financial position.

 

The Emerging Issues Task Force released Issue No. 02-16, “Accounting by a Customer (including a Reseller) for Certain Consideration Received from a Vendor” in November 2002, applicable to fiscal years beginning after December 15, 2002. The Company records vendor allowances and discounts in the income statement when the purpose for which those monies were designated is fulfilled. As such, the Company does not expect the release to have a significant effect on its results of operations or financial position.

 

F-11


KOHL’S CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

 

2.    Selected Balance Sheet Information

 

Property and equipment consist of the following:

 

    

February 1, 2003


  

February 2, 2002


    

(In Thousands)

Land

  

$

283,302

  

$

217,058

Buildings and improvements

  

 

1,812,470

  

 

1,372,836

Store fixtures and equipment

  

 

904,561

  

 

738,759

Property under capital leases

  

 

58,982

  

 

54,862

Construction in progress

  

 

296,969

  

 

306,467

    

  

Total property and equipment

  

 

3,356,284

  

 

2,689,982

Less accumulated depreciation

  

 

616,994

  

 

490,488

    

  

    

$

2,739,290

  

$

2,199,494

    

  

 

Depreciation expense for property and equipment totaled $165,173,000, $131,899,000 and $107,083,000 for fiscal 2002, 2001 and 2000, respectively.

 

Accrued liabilities consist of the following:

 

    

February 1, 2003


  

February 2, 2002


    

(In Thousands)

Payroll and related fringe benefits

  

$

64,711

  

$

56,332

Sales and property taxes

  

 

69,840

  

 

53,923

Other accruals

  

 

181,079

  

 

149,343

    

  

    

$

315,630

  

$

259,598

    

  

 

3.    Accounts Receivable Financing

 

The Company has an agreement with Preferred Receivables Funding Corporation, certain investors and Bank One as agent under which the Company periodically sells, generally with recourse, an undivided interest in the revolving pool of its private label credit card receivables up to a maximum of $225 million. The agreement runs through December 18, 2003, and is renewable for one year intervals at the Company’s request and the investors’ option. No receivables were sold as of February 1, 2003, or February 2, 2002. For financial reporting purposes, receivables sold are treated as secured borrowings.

 

The cost of the current financing program is based on the bank’s conduit commercial paper rate, approximately 1.3% and 1.8% at February 1, 2003 and February 2, 2002, respectively, plus certain fees. The agreement is secured by interests in the receivables and contains covenants which require the Company to maintain a minimum portfolio quality and meet certain financial tests.

 

F-12


KOHL’S CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

3.    Accounts Receivable Financing (continued)

 

Revenues from the Company’s credit program, net of operating expenses, are summarized in the following table:

 

    

Fiscal Year


    

2002


  

2001


  

2000


    

(In Thousands)

Finance charges and other income

  

$

155,580

  

$

126,492

  

$

103,018

Operating expenses:

                    

Provision for doubtful accounts

  

 

43,739

  

 

41,284

  

 

22,677

Other credit and collection expenses

  

 

44,429

  

 

36,615

  

 

29,561

    

  

  

Total operating expenses

  

 

88,168

  

 

77,899

  

 

52,238

    

  

  

Net revenue of credit program included in selling,
general and administrative expenses

  

$

67,412

  

$

48,593

  

$

50,780

    

  

  

 

4.    Debt

 

Long-term debt consists of the following:

 

    

February 1, 2003


    

February 2, 2002


 

Maturing


  

Weighted Average Effective Rate


    

Amount


    

Weighted Average Effective Rate


    

Amount


 
    

($ In Thousands)

 

Notes and debentures:

                               

Senior debt

                               

Through 2004

  

6.57

%

  

$

20,000

 

  

6.57

%

  

$

35,000

 

2006 (a)

  

6.70

%

  

 

100,000

 

  

6.70

%

  

 

100,000

 

2011 (a)

  

6.59

%

  

 

399,595

 

  

6.59

%

  

 

399,545

 

2029 (a)

  

7.36

%

  

 

197,595

 

  

7.36

%

  

 

197,503

 

2033 (a)

  

6.05

%

  

 

297,772

 

  

—  

 

  

 

—  

 

Subordinated debt 2020 (b)

  

2.75

%

  

 

343,271

 

  

2.75

%

  

 

334,045

 

           


         


Total notes and debentures

  

5.62

%

  

 

1,358,233

 

  

5.53

%

  

 

1,066,093

 

Capital lease obligations

         

 

54,493

 

         

 

44,699

 

Other

         

 

1,522

 

         

 

1,046

 

Less current portion

         

 

(355,464

)

         

 

(16,418

)

           


         


Long-term debt

         

$

1,058,784

 

         

$

1,095,420

 

           


         



(a)   Non-callable and unsecured notes and debentures.
(b)   In June 2000, the Company issued $551.5 million aggregate principal amount of unsecured Liquid Yield Option Subordinated Notes (LYONs). The zero coupon LYONs were issued at a discount to yield an effective interest rate of 2.75% per year and are subordinated to all existing and future senior indebtedness of the Company. Each $1,000 principal amount of LYON is convertible at the holder’s option, at any time, into 7.156 shares of the Company’s common stock. The debt is callable by the Company beginning June 12, 2003, for cash at the issue price, plus all accreted original issue discount. The holders of the securities can “put” the LYONs back to the Company after three years and ten years from the date of issuance at specified amounts reflective of the issue price, plus all accreted original issue discount. The Company has the option to redeem these putted securities for either cash or the Company’s common stock, or any combination thereof. The issue price, plus all accreted original issue discount at February 1, 2003, and February 2, 2002, is reflected in the above table. As the holders can put the LYONs back to the Company in 2003, such securities have been reflected as current maturities of long-term debt.

 

F-13


KOHL’S CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

 

4.    Debt (continued)

 

Using discounted cash flow analyses based upon the Company’s current incremental borrowing rates for similar types of borrowing arrangements, the Company estimates the fair value of long-term debt, including current portion and excluding capital leases, to be approximately $1,462.7 million at February 1, 2003, and $1,124.0 million at February 2, 2002.

 

The Company executed two new unsecured revolving bank credit facilities in July 2002. The first agreement consists of a $532 million facility maturing July 10, 2007. The second agreement consists of a $133 million facility maturing July 8, 2003. Depending on the type of advance, amounts borrowed bear interest at competitive bid rates; the LIBOR plus a margin, based on the Company’s long-term unsecured debt rating; or the agent bank’s base rate. No amounts were outstanding on these facilities as of February 1, 2003. The Company also has outstanding letters of credit and stand-by letters of credit that total approximately $20.4 million and $2.0 million, respectively at February 1, 2003 and February 2, 2002.

 

The various debt agreements contain certain covenants that limit, among other things, additional indebtedness, as well as requiring the Company to meet certain financial tests.

 

Interest payments, net of amounts capitalized, were $42,539,000, $41,639,000 and $46,450,000 in fiscal 2002, 2001 and 2000, respectively.

 

Annual maturities of long-term debt, excluding capital lease obligations, for the next five years are: $353,402,000 in 2003; $10,135,000 in 2004; $138,000 in 2005; $100,416,000 in 2006 and $373,000 in 2007.

 

5.    Commitments

 

The Company leases certain property and equipment. Rent expense charged to operations was $208,073,000, $177,153,000 and $145,617,000 in fiscal 2002, 2001 and 2000, respectively. Rent expense includes contingent rents, based on sales, of $4,025,000, $3,901,000 and $3,521,000 in fiscal 2002, 2001 and 2000, respectively. In addition, many of the store leases obligate the Company to pay real estate taxes, insurance and maintenance costs, and contain multiple renewal options, exercisable at the Company’s option, that generally range from two additional five-year periods to eight ten-year periods. These items are not included in the rent expenses listed above.

 

Property under capital leases consists of the following:

 

    

February 1, 2003


  

February 2, 2002


    

(In Thousands)

Buildings and improvements

  

$

57,685

  

$

54,862

Equipment

  

 

1,297

  

 

—  

Less accumulated amortization

  

 

14,282

  

 

20,009

    

  

    

$

44,700

  

$

34,853

    

  

 

In 2002, the Company entered into capital leases totaling $12.0 million.

 

Amortization expense related to capital leases totaled $1,864,000, $1,800,000 and $1,867,000 for fiscal 2002, 2001 and 2000, respectively.

 

F-14


KOHL’S CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

 

5.    Commitments (continued)

 

Future minimum lease payments at February 1, 2003, are as follows:

 

    

Capital Leases


  

Operating Leases


    

(In Thousands)

Fiscal Year:

             

2003

  

$

7,312

  

$

232,419

2004

  

 

7,135

  

 

255,511

2005

  

 

7,067

  

 

251,258

2006

  

 

7,067

  

 

242,751

2007

  

 

7,120

  

 

242,626

Thereafter

  

 

66,041

  

 

3,072,389

    

  

    

$

101,742

  

$

4,296,954

           

Less amount representing interest

  

 

47,249

      
    

      

Present value of minimum lease payments

  

$

54,493

      
    

      

 

Included in the operating lease schedule above is $1,166.3 million of minimum lease payments for stores that will open in 2003 and 2004.

 

6.    Benefit Plans

 

The Company has an Employee Stock Ownership Plan (ESOP) for the benefit of its associates other than executive officers. Contributions are made at the discretion of the Board of Directors. The Company recorded expenses of $10,933,000, $8,535,000 and $6,315,000 in fiscal 2002, 2001 and 2000, respectively. Shares of Company common stock held by the ESOP are included as shares outstanding for purposes of the net income per share computations.

 

The Company also has a defined contribution savings plan covering all full-time and certain part-time associates which provides for monthly employer contributions based on a percentage of qualifying contributions made by participating associates. The participants direct their contributions and/or their account balances among any of the Plan’s eight investment alternatives. Total expense was $4,987,000, $4,147,000 and $3,670,000 in fiscal 2002, 2001 and 2000, respectively.

 

The Company also made defined annual contributions to the savings plan on the behalf of all qualifying full-time and part-time associates based on a percentage of qualifying payroll earnings. The participants direct these contributions and/or their account balances among any of the Plan’s eight investment alternatives. The total contribution expense was $7,316,000, $6,210,000 and $5,198,000 in fiscal 2002, 2001 and 2000, respectively.

 

F-15


KOHL’S CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

 

7.    Income Taxes

 

Deferred income taxes consist of the following:

 

    

February 1, 2003


  

February 2, 2002


    

(In Thousands)

Deferred tax liabilities:

             

Property and equipment

  

$

193,273

  

$

133,844

Deferred tax assets:

             

Merchandise inventories

  

 

39,369

  

 

38,156

Accrued and other liabilities

  

 

27,796

  

 

23,398

Accrued step rent liability

  

 

10,850

  

 

10,354

    

  

    

 

78,015

  

 

71,908

    

  

Net deferred tax liability

  

$

115,258

  

$

61,936

    

  

 

The components of the provision for income taxes are as follows:

 

    

Fiscal Year


    

2002


  

2001


  

2000


    

(In Thousands)

Current federal

  

$

300,128

  

$

258,195

  

$

204,989

Current state

  

 

37,543

  

 

28,782

  

 

27,550

Deferred

  

 

53,322

  

 

17,211

  

 

427

    

  

  

    

$

390,993

  

$

304,188

  

$

232,966

    

  

  

 

The provision for income taxes differs from the amount that would be provided by applying the statutory U.S. corporate tax rate due to the following items:

 

    

Fiscal Year


 
    

2002


    

2001


    

2000


 

Provision at statutory rate

  

 

35.0

%

  

 

35.0

%

  

 

35.0

%

State income taxes, net of federal tax benefit

  

 

2.9

 

  

 

3.1

 

  

 

3.4

 

Goodwill amortization

  

 

—  

 

  

 

0.2

 

  

 

0.3

 

Other

  

 

(0.1

)

  

 

(0.3

)

  

 

(0.2

)

    


  


  


Provision for income taxes

  

 

37.8

%

  

 

38.0

%

  

 

38.5

%

    


  


  


Amounts paid for income taxes (in thousands)

  

$

274,724

 

  

$

218,831

 

  

$

85,063

 

    


  


  


 

8.    Preferred and Common Stock

 

The Company’s authorized capital stock consists of 800,000,000 shares of $.01 par value common stock and 10,000,000 shares of $.01 par value preferred stock. As of March 5, 2003, 337,355,777 shares of common stock and no shares of preferred stock were issued and outstanding.

 

The 1992 and 1994 Long-Term Compensation Plans provide for the granting of options to purchase shares of the Company’s common stock to officers and key employees. The 1997 Stock Option Plan for Outside Directors provides for granting of similar stock options to outside directors. The following table presents the number of options initially authorized and options available to grant under each of the plans:

 

F-16


KOHL’S CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

 

8.    Preferred and Common Stock (continued)

 

    

1992 Plan


  

1994 Plan


  

1997 Plan


  

Total


Options initially authorized

  

22,800,000

  

24,000,000

  

400,000

  

47,200,000

Options available for grant

                   

February 2, 2002

  

295,901

  

7,324,662

  

297,000

  

7,917,563

February 1, 2003

  

—  

  

7,486,710

  

288,000

  

7,774,710

 

The majority of options granted vest in four equal annual installments. Remaining options granted vest in five to ten year increments. Options that are surrendered or terminated without issuance of shares are available for future grants.

 

The following table summarizes the Company’s stock options at February 1, 2003, February 2, 2002, and February 3, 2001, and the changes for the years then ended:

 

    

Number of Options


      

Weighted Average Exercise Price


Balance at January 29, 2000

  

26,148,422

 

    

$

15.53

Granted

  

2,592,975

 

    

 

63.49

Surrendered

  

(908,217

)

    

 

23.78

Exercised

  

(5,969,861

)

    

 

7.68

    

    

Balance at February 3, 2001

  

21,863,319

 

    

 

23.01

Granted

  

2,887,325

 

    

 

65.11

Surrendered

  

(525,480

)

    

 

37.85

Exercised

  

(2,971,368

)

    

 

12.15

    

    

Balance at February 2, 2002

  

21,253,796

 

    

 

29.87

Granted

  

333,788

 

    

 

67.30

Surrendered

  

(494,711

)

    

 

53.75

Exercised

  

(2,183,605

)

    

 

14.36

    

    

Balance at February 1, 2003

  

18,909,268

 

    

$

31.70

    

    

 

In prior years, annual stock option awards were granted by the Company in the month of January. In fiscal 2002, the Company determined that annual awards to eligible associates will now be considered in the first quarter of each year. Therefore, annual awards for fiscal 2002 were granted to the eligible associates subsequent to the end of fiscal 2002. All awards to outside directors during fiscal 2002 were granted under the 1997 plan.

 

Options exercisable at:

 

    

Shares


  

Weighted Average

Exercise Price


February 1, 2003

  

12,851,841

  

$

24.33

February 2, 2002

  

11,907,265

  

$

18.32

February 3, 2001

  

11,508,871

  

$

13.20

 

F-17


KOHL’S CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

8.    Preferred and Common Stock (continued)

 

Additional information related to options outstanding at February 1, 2003, segregated by exercise price range, is summarized below:

 

    

Exercise Price Range


    

$4.05 to $10.49


  

$10.50 to

$35.49


  

$35.50 to $77.62


Options outstanding

  

 

5,984,412

  

 

5,200,789

  

 

7,724,067

Weighted average exercise price of options outstanding

  

$

6.68

  

$

25.08

  

$

55.55

Weighted average remaining contractual life of options outstanding (years)

  

 

2.5

  

 

10.4

  

 

13.0

Options exercisable

  

 

4,820,062

  

 

4,652,714

  

 

3,379,065

Weighted average exercise price of options exercisable

  

$

6.60

  

$

24.30

  

$

49.67

 

9.    Contingencies

 

The Company is involved in various legal matters arising in the normal course of business. In the opinion of management, the outcome of such proceedings and litigation will not have a material adverse impact on the Company’s financial position or results of operations.

 

10.    Quarterly Financial Information (Unaudited)

 

Financial Information

 

   

Fiscal Year 2002


 
   

First


 

Second


 

Third


    

Fourth


    

Total


 
   

(In Thousands Except Per Share Data)

 

Net sales

 

$

1,870,588

 

$

1,921,830

 

$

2,143,390

 

  

$

3,184,479

 

  

$

9,120,287

 

Gross margin

 

 

656,767

 

 

687,057

 

 

744,293

 

  

 

1,050,951

 

  

 

3,139,068

 

Net income

 

 

106,621

 

 

124,388

 

 

133,421

 

  

 

278,951

 

  

 

643,381

 

Basic shares

 

 

335,858

 

 

336,662

 

 

336,923

 

  

 

337,175

 

  

 

336,676

 

Basic net income per share

 

$

0.32

 

$

0.37

 

$

0.40

 

  

$

0.83

 

  

$

1.91

 

Diluted shares

 

 

342,615

 

 

343,439

 

 

346,766

(a)

  

 

346,943

(a)

  

 

346,728

(a)

Diluted net income per share

 

$

0.31

 

$

0.36

 

$

0.39

(b)

  

$

0.81

(b)

  

$

1.87

(b)

   

Fiscal Year 2001


 
   

First


 

Second


 

Third


    

Fourth


    

Total


 
   

(In Thousands Except Per Share Data)

 

Net sales

 

$

1,488,333

 

$

1,515,750

 

$

1,760,346

 

  

$

2,724,225

 

  

$

7,488,654

 

Gross margin

 

 

520,798

 

 

536,835

 

 

608,308

 

  

 

899,186

 

  

 

2,565,127

 

Net income

 

 

75,111

 

 

86,513

 

 

100,230

 

  

 

233,822

 

  

 

495,676

 

Weighted average basic shares

 

 

332,784

 

 

334,159

 

 

334,616

 

  

 

334,999

 

  

 

334,141

 

Basic net income per share

 

$

0.23

 

$

0.26

 

$

0.30

 

  

$

0.70

 

  

$

1.48

 

Diluted shares

 

 

341,142

 

 

342,118

 

 

342,292

 

  

 

346,121

(a)

  

 

344,944

(a)

Diluted net income per share

 

$

0.22

 

$

0.25

 

$

0.29

 

  

$

0.68

(b)

  

$

1.45

(b)


(a)   Diluted shares include 3,946,000 shares related to the assumed conversion of convertible debt securities.
(b)   For the periods noted, the earnings per share is calculated using the “if converted” method. The net income in the calculation of 2002 diluted earnings per share is $134,856,000 for the third quarter, $280,402,000 for the fourth quarter, and $649,120,000 for the fiscal year, which includes interest on convertible debt securities, net of tax, of $1,435,000, $1,451,000, and $5,739,000, respectively. The net income calculation of fiscal 2001 diluted earnings per share is $235,233,000 for the fourth quarter and $501,238,000 for the fiscal year, which includes interest on convertible debt securities, net of tax, of $1,411,000 and $5,562,000, respectively.

 

F-18


KOHL’S CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

 

10.    Quarterly Financial Information (Unaudited) (continued)

 

Due to changes in stock prices during the year and timing of issuance of shares, the cumulative total of quarterly net income per share amounts may not equal the net income per share for the year.

 

LIFO

 

The Company uses the LIFO method of accounting for merchandise inventories because it results in a better matching of costs and revenues. The following information is provided to show the effects of the LIFO provision on each quarter, as well as to provide users with the information to compare to other companies not on LIFO.

 

    

Fiscal Year


 

LIFO (Credit) Expense


  

2002


    

2001


 
    

(In Thousands)

 

First

  

$

2,243

 

  

$

1,786

 

Second

  

 

2,305

 

  

 

1,819

 

Third

  

 

2,571

 

  

 

2,112

 

Fourth

  

 

(9,249

)

  

 

(3,458

)

    


  


Total year

  

$

(2,130

)

  

$

2,259

 

    


  


 

The Company estimates its LIFO provision throughout the year based on expected inflation. The provision is adjusted to actual inflation indices in the fourth quarter.

 

11.    Related Parties

 

A director of the Company is also a shareholder of a law firm which performs legal services for the Company.

 

Included in total rent expense above is rent incurred on store leases with various entities owned or controlled by Herbert Simon or his affiliates. Mr. Simon was a director of the Company until February, 2003. The amounts of such expense were $5,752,000, $4,407,000 and $4,253,000 in fiscal 2002, 2001 and 2000, respectively.

 

F-19


KOHL’S CORPORATION

 

SCHEDULE II

 

Valuation and Qualifying Accounts

 

    

Fiscal Year Ended


 
    

February 1, 2003


    

February 2, 2002


    

February 3, 2001


 
    

(In Thousands)

 

Accounts Receivable—Allowances:

                          

Balance at Beginning of Year

  

$

17,780

 

  

$

9,282

 

  

$

7,171

 

Charged to Costs and Expenses

  

 

43,739

 

  

 

41,284

 

  

 

22,677

 

Deductions—Bad Debts Written off,

                          

Net of Recoveries and Other Allowances

  

 

(40,639

)

  

 

(32,786

)

  

 

(20,566

)

    


  


  


Balance at End of Year

  

$

20,880

 

  

$

17,780

 

  

$

9,282

 

    


  


  


 

 

F-20


SIGNATURES

 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Kohl’s Corporation

 

/S/    R. LAWRENCE MONTGOMERY

By:                                                                                                  

R. Lawrence Montgomery

Chairman and Director

 

Dated:  March 21, 2003

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

 

/S/    R. LAWRENCE MONTGOMERY


R. Lawrence Montgomery

Chairman, Chief Executive Officer and Director (Principal Executive Officer)

  

/s/    WILLIAM S. KELLOGG


William S. Kellogg

Director

/S/    KEVIN MANSELL


Kevin Mansell

President and Director

  

/s/    ARLENE MEIER


Arlene Meier

Chief Operating Officer, Treasurer and Director

/s/    JAY H. BAKER


Jay H. Baker

Director

  

Steven A. Burd

Director

/s/    WAYNE EMBRY


Wayne Embry

Director

  

/s/    JAMES D. ERICSON


James D. Ericson

Director

/s/    JOHN F. HERMA


John F. Herma

Director

  

Frank Sica

Director

/s/    JUDY SPRIESER


Judy Sprieser

Director

  

/s/    PETER M. SOMMERHAUSER


Peter M. Sommerhauser

Director

/s/    R. ELTON WHITE


R. Elton White

Director

  

/s/    PATRICIA JOHNSON


Patricia Johnson

Executive Vice President,

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

Dated:  March 21, 2003

 


CERTIFICATIONS

 

I, R. Lawrence Montgomery, certify that:

 

1.   I have reviewed this annual report on Form 10-K of Kohl’s Corporation;

 

2.   Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a.   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

  b.   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

 

  c.   presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a.   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b.   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.   The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: March 19, 2003

 

/S/    R. LAWRENCE MONTGOMERY

R. Lawrence Montgomery

Chief Executive Officer

(Principal Executive Officer)


I, Patricia Johnson, certify that:

 

1.   I have reviewed this annual report on Form 10-K of Kohl’s Corporation;

 

2.   Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a.   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

  b.   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

 

  c.   presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a.   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b.   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.   The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: March 19, 2003

 

/s/     PATRICIA JOHNSON

Patricia Johnson

Chief Financial Officer

(Principal Financial Officer)



                                  EXHIBIT INDEX

Exhibit
Number      Description
- --------------------------------------------------------------------------------
3.1      Articles of Incorporation of the Company, as amended, incorporated
         herein by reference to Exhibit 3.1 of the Company's Quarterly Report on
         Form 10-Q for the fiscal quarter ended July 31, 1999.

3.2      Bylaws of the Company, incorporated herein by reference to Exhibit 3.2
         of the Company's Annual Report on Form 10-K for the fiscal year ended
         January 29, 2000.

4.1      364-Day Credit Agreement dated as of July 10, 2002 among the Company,
         the lenders party thereto, Bank One, NA, as Syndication Agent, U.S.
         Bank, National Association, Wachovia Bank, National Association and
         Fleet National Bank, as Co-Documentation Agents and The Bank of New
         York, as Administrative Agent, incorporated herein by reference to
         Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the
         fiscal quarter ended August 3, 2002.

4.2      Five-Year Credit Agreement dated as of July 10, 2002 among the Company,
         the lenders party thereto, Bank One, NA, as Syndication Agent, U.S.
         Bank, National Association, Wachovia Bank, National Association and
         Fleet National Bank, as Co-Documentation Agents, and The Bank of New
         York as Issuing Bank, Swing Line Lender and Administrative Agent,
         incorporated herein by reference to Exhibit 10.2 of the Company's
         Quarterly Report on Form 10-Q for the fiscal quarter ended August 3,
         2002.

4.3      Indenture dated as of December 1, 1995 between the Company and The Bank
         of New York as trustee, incorporated herein by reference to Exhibit 4.3
         of the Company's Annual Report on Form 10-K for the fiscal year ended
         February 3, 1996.

4.4      First Supplemental Indenture dated as of June 1, 1999 between the
         Company and The Bank of New York, incorporated herein by reference to
         Exhibit 4.2 of the Company's Registration Statement on Form S-4 (Reg.
         No. 333-83031).

4.5      Second Supplemental Indenture dated as of March 8, 2001 between the
         Company and The Bank of New York, as trustee, incorporated herein by
         reference to Exhibit 4.5 of the Company's Annual Report on Form 10-K
         for the fiscal year ended February 3, 2001.

4.6      Third Supplemental Indenture dated January 15, 2002 between the Company
         and The Bank of New York, as trustee, incorporated herein by reference
         to Exhibit 4.6 of the Company's registration statement on Form S-3
         (Reg. No. 333-83788), filed on March 6, 2002.

4.7      Indenture dated as of June 12, 2000, between the Company and The Bank
         of New York, as trustee, incorporated herein by reference to Exhibit
         4.1 of the Company's registration statement on Form S-3 (Reg. No.
         333-43988).

4.8      Registration Rights Agreement dated June 12, 2000 between the Company
         and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
         Incorporated, incorporated herein by reference to Exhibit 4.2 of the
         Company's registration statement on Form S-3 (Reg. No. 333-43988).

4.9      Certain other long-term debt is described in Note 4 of the Notes to
         Consolidated Financial Statements. The Company agrees to furnish to The
         Commission, upon request, copies of any instruments defining the rights
         of holders of any such long-term debt described in Note 4 and not filed
         herewith.

10.1     Amended and Restated Executive Deferred Compensation Plan.*

10.2     Employment Agreement between the Company and R. Lawrence Montgomery,
         incorporated herein by

                                       1



         reference to Exhibit 10.4 of the Company's Annual Report on Form 10-K
         for the fiscal year ended January 31, 1998.*

10.3     Employment Agreement between the Company and Kevin Mansell,
         incorporated herein by reference to Exhibit 10.1 of the Company's
         Quarterly Report on Form 10-Q for the fiscal quarter ended May 1,
         1999.*

10.4     Executive Medical Plan, incorporated herein by reference to Exhibit
         10.9 of the Company's registration statement on Form S-1 (File No. 33-
         46883).*

10.5     Executive Life Insurance Plan, incorporated herein by reference to
         Exhibit 10.10 of the Company's registration statement on Form S-1 (File
         No. 33-46883).*

10.6     Executive Accidental Death and Dismemberment Plan, incorporated herein
         by reference to Exhibit 10.11 of the Company's registration statement
         on Form S-1 (File No. 33-46883).*

10.7     Executive Bonus Plan, incorporated herein by reference to Exhibit 10.12
         of the Company's registration statement on Form S-1 (File No.
         33-46883).*

10.8     1992 Long Term Compensation Plan, incorporated herein by reference to
         Exhibit 10.13 of the Company's registration statement on Form S-1 (File
         No. 33-46883).*

10.9     1994 Long-Term Compensation Plan, incorporated herein by reference to
         Exhibit 10.15 of the Company's Quarterly Report on Form 10-Q for the
         fiscal quarter ended May 4, 1996.*

10.10    2003 Long-Term Compensation Plan.*

10.11    1997 Stock Option Plan for Outside Directors, incorporated herein by
         reference to Exhibit 4.4 of the Company's registration statement on
         Form S-8 (File No. 333-26409), filed on May 2, 1997.*

10.12    Amended and Restated Agreements dated December 10, 1998 between the
         Company and Mr. Mansell, incorporated herein by reference to Exhibit
         10.13 of the Company's Annual Report on Form 10-K for the fiscal year
         ended January 30, 1999.*

10.13    Amended and Restated Agreements dated December 10, 1998 between the
         Company and Mr. Montgomery, incorporated herein by reference to Exhibit
         10.14 of the Company's Annual Report on Form 10-K for the Fiscal year
         ended January 30, 1999.*

10.14    First Amendment to Employment Agreement between the Company and Mr.
         Montgomery, dated November 15, 2000, incorporated herein by reference
         to Exhibit 10.13 of the Company's Annual Report on Form 10-K for the
         fiscal year ended February 3, 2001. *

10.15    Employment Agreement between the Company and Arlene Meier dated
         November 15, 2000, incorporated herein by reference to Exhibit 10.14 of
         the Company's Annual Report on Form 10-K for the fiscal year ended
         February 3, 2001. *

12.1     Statement regarding calculation of ratio of earnings to fixed charges.

21.1     Subsidiaries of the Registrant.

23.1     Consent of Ernst & Young LLP.

99.1     Cautionary Statements Regarding Forward Looking Information and Risk
         Factors.

99.2     Certification of Periodic Report by Chief Financial Officer pursuant to
         U.S.C. Section 1350.

99.3     Certification of Periodic Report by Chief Executive Officer pursuant to
         U.S.C. Section 1350.


                                        2



* A management contract or compensatory plan or arrangement.

                                        3