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ý
|
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the fiscal year ended February 1, 2014
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the Transition period from ____________ to ___________
|
Wisconsin
|
|
39-1630919
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin
|
|
53051
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
Item 15.
|
||
|
||
|
||
|
F-1
|
Fiscal Year
|
Ended
|
|
Number of
Weeks
|
2013
|
February 1, 2014
|
|
52
|
2012
|
February 2, 2013
|
|
53
|
2011
|
January 28, 2012
|
|
52
|
|
2013
|
|
2012
|
|
2011
|
|||
Line of Business
|
|
|
|
|
|
|||
Women’s
|
31
|
%
|
|
31
|
%
|
|
31
|
%
|
Men’s
|
19
|
%
|
|
19
|
%
|
|
19
|
%
|
Home
|
18
|
%
|
|
18
|
%
|
|
19
|
%
|
Children’s
|
13
|
%
|
|
13
|
%
|
|
13
|
%
|
Accessories
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
Footwear
|
9
|
%
|
|
9
|
%
|
|
8
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|||
Brand
|
|
|
|
|
|
|||
Private and Exclusive
|
52
|
%
|
|
52
|
%
|
|
50
|
%
|
National
|
48
|
%
|
|
48
|
%
|
|
50
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
Committee charters of our Board of Directors’ Audit Committee, Compensation Committee and Governance & Nominating Committee
|
•
|
Report to Shareholders on Social Responsibility
|
•
|
Corporate Governance Guidelines
|
•
|
Code of Ethics
|
|
Number of Stores
|
|
Selling Square
Footage
2013
|
|
||||||||
|
2012
|
|
Net
Change
|
|
2013
|
|
|
|||||
|
|
|
|
|
|
(In Thousands)
|
||||||
Mid-Atlantic Region:
|
|
|
|
|
|
|
|
|
||||
Delaware
|
5
|
|
|
—
|
|
|
5
|
|
|
399
|
|
|
Maryland
|
23
|
|
|
—
|
|
|
23
|
|
|
1,634
|
|
|
Pennsylvania
|
48
|
|
|
2
|
|
|
50
|
|
|
3,556
|
|
|
Virginia
|
30
|
|
|
—
|
|
|
30
|
|
|
2,175
|
|
|
West Virginia
|
7
|
|
|
—
|
|
|
7
|
|
|
500
|
|
|
Total Mid-Atlantic
|
113
|
|
|
2
|
|
|
115
|
|
|
8,264
|
|
|
Midwest Region:
|
|
|
|
|
|
|
|
|
||||
Illinois
|
65
|
|
|
1
|
|
|
66
|
|
|
4,930
|
|
|
Indiana
|
38
|
|
|
1
|
|
|
39
|
|
|
2,794
|
|
|
Iowa
|
16
|
|
|
2
|
|
|
18
|
|
|
1,131
|
|
|
Michigan
|
45
|
|
|
—
|
|
|
45
|
|
|
3,336
|
|
|
Minnesota
|
26
|
|
|
—
|
|
|
26
|
|
|
1,976
|
|
|
Nebraska
|
7
|
|
|
—
|
|
|
7
|
|
|
479
|
|
|
North Dakota
|
3
|
|
|
1
|
|
|
4
|
|
|
263
|
|
|
Ohio
|
58
|
|
|
—
|
|
|
58
|
|
|
4,250
|
|
|
South Dakota
|
3
|
|
|
—
|
|
|
3
|
|
|
244
|
|
|
Wisconsin
|
40
|
|
|
—
|
|
|
40
|
|
|
2,894
|
|
|
Total Midwest
|
301
|
|
|
5
|
|
|
306
|
|
|
22,297
|
|
|
Northeast Region:
|
|
|
|
|
|
|
|
|
||||
Connecticut
|
21
|
|
|
—
|
|
|
21
|
|
|
1,474
|
|
|
Maine
|
5
|
|
|
—
|
|
|
5
|
|
|
388
|
|
|
Massachusetts
|
24
|
|
|
1
|
|
|
25
|
|
|
1,907
|
|
|
New Hampshire
|
10
|
|
|
1
|
|
|
11
|
|
|
761
|
|
|
New Jersey
|
38
|
|
|
—
|
|
|
38
|
|
|
2,901
|
|
|
New York
|
51
|
|
|
—
|
|
|
51
|
|
|
3,844
|
|
|
Rhode Island
|
3
|
|
|
—
|
|
|
3
|
|
|
227
|
|
|
Vermont
|
1
|
|
|
—
|
|
|
1
|
|
|
77
|
|
|
Total Northeast
|
153
|
|
|
2
|
|
|
155
|
|
|
11,579
|
|
|
South Central Region:
|
|
|
|
|
|
|
|
|
||||
Arkansas
|
8
|
|
|
—
|
|
|
8
|
|
|
572
|
|
|
Kansas
|
12
|
|
|
—
|
|
|
12
|
|
|
810
|
|
|
Louisiana
|
6
|
|
|
—
|
|
|
6
|
|
|
421
|
|
|
Missouri
|
26
|
|
|
—
|
|
|
26
|
|
|
1,859
|
|
|
Oklahoma
|
10
|
|
|
—
|
|
|
10
|
|
|
720
|
|
|
Texas
|
84
|
|
|
1
|
|
|
85
|
|
|
6,140
|
|
|
Total South Central
|
146
|
|
|
1
|
|
|
147
|
|
|
10,522
|
|
|
|
Number of Stores
|
|
Selling Square
Footage
2013
|
|
||||||||
|
2012
|
|
Net
Change
|
|
2013
|
|
|
|||||
|
|
|
|
|
|
(In Thousands)
|
||||||
Southeast Region:
|
|
|
|
|
|
|
|
|
||||
Alabama
|
13
|
|
|
1
|
|
|
14
|
|
|
904
|
|
|
Florida
|
53
|
|
|
—
|
|
|
53
|
|
|
3,874
|
|
|
Georgia
|
35
|
|
|
—
|
|
|
35
|
|
|
2,554
|
|
|
Kentucky
|
16
|
|
|
—
|
|
|
16
|
|
|
1,127
|
|
|
Mississippi
|
5
|
|
|
—
|
|
|
5
|
|
|
378
|
|
|
North Carolina
|
31
|
|
|
—
|
|
|
31
|
|
|
2,195
|
|
|
South Carolina
|
15
|
|
|
—
|
|
|
15
|
|
|
1,033
|
|
|
Tennessee
|
20
|
|
|
—
|
|
|
20
|
|
|
1,398
|
|
|
Total Southeast
|
188
|
|
|
1
|
|
|
189
|
|
|
13,463
|
|
|
West Region:
|
|
|
|
|
|
|
|
|
||||
Alaska
|
1
|
|
|
—
|
|
|
1
|
|
|
73
|
|
|
Arizona
|
26
|
|
|
—
|
|
|
26
|
|
|
1,953
|
|
|
California
|
128
|
|
|
—
|
|
|
128
|
|
|
9,206
|
|
|
Colorado
|
24
|
|
|
—
|
|
|
24
|
|
|
1,835
|
|
|
Idaho
|
5
|
|
|
—
|
|
|
5
|
|
|
328
|
|
|
Montana
|
2
|
|
|
—
|
|
|
2
|
|
|
117
|
|
|
Nevada
|
12
|
|
|
—
|
|
|
12
|
|
|
851
|
|
|
New Mexico
|
5
|
|
|
—
|
|
|
5
|
|
|
326
|
|
|
Oregon
|
10
|
|
|
1
|
|
|
11
|
|
|
695
|
|
|
Utah
|
12
|
|
|
—
|
|
|
12
|
|
|
874
|
|
|
Washington
|
18
|
|
|
—
|
|
|
18
|
|
|
1,190
|
|
|
Wyoming
|
2
|
|
|
—
|
|
|
2
|
|
|
98
|
|
|
Total West
|
245
|
|
|
1
|
|
|
246
|
|
|
17,546
|
|
|
Total Kohl’s
|
1,146
|
|
|
12
|
|
|
1,158
|
|
|
83,671
|
|
|
|
Number of Stores
by Store Type
|
|
|
Number of Stores
by Ownership
|
||||||||||||||
|
2012
|
|
Net
Additions
|
|
2013
|
|
|
2012
|
|
Net
Additions
|
|
2013
|
||||||
Prototype
|
992
|
|
|
1
|
|
|
993
|
|
|
Owned
|
407
|
|
|
4
|
|
|
411
|
|
Small
|
154
|
|
|
11
|
|
|
165
|
|
|
Leased*
|
|
|
|
|
|
|||
|
1,146
|
|
|
12
|
|
|
1,158
|
|
|
Operating lease
|
312
|
|
|
4
|
|
|
316
|
|
|
|
|
|
|
|
|
On-balance sheet
|
427
|
|
|
4
|
|
|
431
|
|
|||
|
Number of Stores
by Location
|
|
Total leased
|
739
|
|
|
8
|
|
|
747
|
|
|||||||
|
|
|
1,146
|
|
|
12
|
|
|
1,158
|
|
||||||||
|
2012
|
|
Net
Additions
|
|
2013
|
|
* Includes locations where we lease the land and/or building
|
|||||||||||
Strip centers
|
771
|
|
|
6
|
|
|
777
|
|
|
|
|
|
|
|
|
|||
Community & regional malls
|
85
|
|
|
—
|
|
|
85
|
|
|
|
|
|
|
|
|
|||
Freestanding
|
290
|
|
|
6
|
|
|
296
|
|
|
|
|
|
|
|
|
|||
|
1,146
|
|
|
12
|
|
|
1,158
|
|
|
|
|
|
|
|
|
Location
|
Year
Opened
|
|
Square
Footage
|
|
States Serviced
|
|
Approximate
Store
Capacity
|
|
Retail:
|
|
|
|
|
|
|
|
|
Findlay, Ohio
|
1994
|
|
780,000
|
|
|
Indiana, Kentucky, Michigan, New York, Ohio, Pennsylvania, West Virginia
|
|
185
|
Winchester, Virginia
|
1997
|
|
420,000
|
|
|
Delaware, Maryland, New Jersey, North Carolina, Pennsylvania, Tennessee, Virginia, West Virginia
|
|
135
|
Blue Springs, Missouri
|
1999
|
|
540,000
|
|
|
Arkansas, Colorado, Illinois, Iowa, Kansas, Kentucky, Minnesota, Missouri, Montana, Nebraska, North Dakota, Oklahoma, South Dakota, Wyoming
|
|
110
|
Corsicana, Texas
|
2001
|
|
540,000
|
|
|
Arkansas, Louisiana, Mississippi, New Mexico, Oklahoma, Tennessee, Texas
|
|
115
|
Mamakating, New York
|
2002
|
|
605,000
|
|
|
Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont
|
|
145
|
San Bernardino, California
|
2002
|
|
575,000
|
|
|
Arizona, California, Colorado, Nevada, Utah
|
|
110
|
Macon, Georgia
|
2005
|
|
560,000
|
|
|
Alabama, Florida, Georgia, Kentucky, Mississippi, North Carolina, South Carolina, Tennessee
|
|
150
|
Patterson, California
|
2006
|
|
360,000
|
|
|
Alaska, California, Idaho, Montana, Nevada, Oregon, Utah, Washington
|
|
110
|
Ottawa, Illinois
|
2008
|
|
328,000
|
|
|
Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Wisconsin
|
|
155
|
E-Commerce:
|
|
|
|
|
|
|
|
|
Monroe, Ohio
|
2001
|
|
1,200,000
|
|
|
|
|
|
San Bernardino, California
|
2010
|
|
970,000
|
|
|
|
|
|
Edgewood, Maryland
|
2011
|
|
1,450,000
|
|
|
|
|
|
DeSoto, Texas
|
2012
|
|
1,200,000
|
|
|
|
|
|
|
2013
|
|
2012
|
||||||||||||||
|
High
|
|
Low
|
|
Dividend
|
|
High
|
|
Low
|
|
Dividend
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fourth Quarter
|
$58.47
|
|
$49.97
|
|
$0.35
|
|
$55.11
|
|
$41.81
|
|
$0.32
|
||||||
Third Quarter
|
57.04
|
|
|
49.84
|
|
|
0.35
|
|
|
53.77
|
|
|
49.72
|
|
|
0.32
|
|
Second Quarter
|
54.16
|
|
|
47.00
|
|
|
0.35
|
|
|
51.25
|
|
|
43.13
|
|
|
0.32
|
|
First Quarter
|
49.32
|
|
|
45.21
|
|
|
0.35
|
|
|
52.19
|
|
|
45.56
|
|
|
0.32
|
|
Company / Index
|
Jan 31,
2009 |
|
Jan 30,
2010 |
|
Jan 29,
2011 |
|
Jan 28,
2012 |
|
Feb 2,
2013 |
|
Feb 1,
2014 |
||||||
Kohl’s Corporation
|
$100.00
|
|
$137.21
|
|
$139.47
|
|
$129.78
|
|
$131.42
|
|
$148.60
|
||||||
S&P 500 Index
|
100.00
|
|
|
133.14
|
|
|
161.44
|
|
|
170.04
|
|
|
199.98
|
|
|
240.58
|
|
Peer Group Index
|
100.00
|
|
|
183.36
|
|
|
217.01
|
|
|
257.88
|
|
|
311.11
|
|
|
343.50
|
|
Period
|
Total
Number
of Shares
Purchased
During
Period
|
|
Average
Price
Paid Per
Share
|
|
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
|
|
|
|
|
|
|
(Dollars In Millions)
|
||||||
November 3 – November 30, 2013
|
550,943
|
|
|
$
|
54.94
|
|
|
549,082
|
|
|
$
|
2,542
|
|
December 1, 2013 – January 4, 2014
|
1,909,447
|
|
|
55.12
|
|
|
1,908,334
|
|
|
2,437
|
|
||
January 5 – February 1, 2014
|
2,184,134
|
|
|
52.40
|
|
|
2,179,209
|
|
|
2,322
|
|
||
Total
|
4,644,524
|
|
|
$
|
53.82
|
|
|
4,636,625
|
|
|
$
|
2,322
|
|
|
2013
|
|
2012(a)
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(Dollars in Millions, Except Per Share and Per Square Foot Data)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
19,031
|
|
|
$
|
19,279
|
|
|
$
|
18,804
|
|
|
$
|
18,391
|
|
|
$
|
17,178
|
|
Cost of merchandise sold
|
12,087
|
|
|
12,289
|
|
|
11,625
|
|
|
11,359
|
|
|
10,680
|
|
|||||
Gross margin
|
6,944
|
|
|
6,990
|
|
|
7,179
|
|
|
7,032
|
|
|
6,498
|
|
|||||
Selling, general and administrative expenses
|
4,313
|
|
|
4,267
|
|
|
4,243
|
|
|
4,190
|
|
|
3,951
|
|
|||||
Depreciation and amortization
|
889
|
|
|
833
|
|
|
778
|
|
|
750
|
|
|
688
|
|
|||||
Operating income
|
1,742
|
|
|
1,890
|
|
|
2,158
|
|
|
2,092
|
|
|
1,859
|
|
|||||
Interest expense, net
|
338
|
|
|
329
|
|
|
299
|
|
|
304
|
|
|
301
|
|
|||||
Income before income taxes
|
1,404
|
|
|
1,561
|
|
|
1,859
|
|
|
1,788
|
|
|
1,558
|
|
|||||
Provision for income taxes
|
515
|
|
|
575
|
|
|
692
|
|
|
668
|
|
|
585
|
|
|||||
Net income
|
$
|
889
|
|
|
$
|
986
|
|
|
$
|
1,167
|
|
|
$
|
1,120
|
|
|
$
|
973
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
4.08
|
|
|
$
|
4.19
|
|
|
$
|
4.33
|
|
|
$
|
3.69
|
|
|
$
|
3.19
|
|
Diluted
|
$
|
4.05
|
|
|
$
|
4.17
|
|
|
$
|
4.30
|
|
|
$
|
3.66
|
|
|
$
|
3.17
|
|
Dividends per share
|
$
|
1.40
|
|
|
$
|
1.28
|
|
|
$
|
1.00
|
|
|
—
|
|
|
—
|
|
||
Operating Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales growth
|
(1.3
|
)%
|
|
2.5
|
%
|
|
2.2
|
%
|
|
7.1
|
%
|
|
4.8
|
%
|
|||||
Comparable sales growth (b)
|
(1.2
|
)%
|
|
0.3
|
%
|
|
0.5
|
%
|
|
4.4
|
%
|
|
0.4
|
%
|
|||||
Net sales per selling square foot (c)
|
$
|
207
|
|
|
$
|
213
|
|
|
$
|
220
|
|
|
$
|
222
|
|
|
$
|
217
|
|
As a percent of sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross margin
|
36.5
|
%
|
|
36.3
|
%
|
|
38.2
|
%
|
|
38.2
|
%
|
|
37.8
|
%
|
|||||
Operating income
|
9.2
|
%
|
|
9.8
|
%
|
|
11.5
|
%
|
|
11.4
|
%
|
|
10.8
|
%
|
|||||
Net income
|
4.7
|
%
|
|
5.1
|
%
|
|
6.2
|
%
|
|
6.1
|
%
|
|
5.7
|
%
|
|||||
Total square feet of selling space (in thousands)
|
83,671
|
|
|
83,098
|
|
|
82,226
|
|
|
80,139
|
|
|
78,396
|
|
|||||
Number of stores open (end of period)
|
1,158
|
|
|
1,146
|
|
|
1,127
|
|
|
1,089
|
|
|
1,058
|
|
|||||
Return on average shareholders’ equity (d)
|
14.8
|
%
|
|
15.8
|
%
|
|
16.4
|
%
|
|
14.1
|
%
|
|
13.8
|
%
|
|||||
Balance Sheet Data (end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
2,556
|
|
|
$
|
2,184
|
|
|
$
|
2,222
|
|
|
$
|
2,888
|
|
|
$
|
3,054
|
|
Property and equipment, net
|
8,745
|
|
|
8,872
|
|
|
8,905
|
|
|
8,692
|
|
|
8,506
|
|
|||||
Total assets
|
14,378
|
|
|
13,905
|
|
|
14,148
|
|
|
14,891
|
|
|
14,502
|
|
|||||
Long-term debt
|
2,792
|
|
|
2,492
|
|
|
2,141
|
|
|
1,894
|
|
|
1,894
|
|
|||||
Capital lease and financing obligations
|
2,069
|
|
|
2,061
|
|
|
2,103
|
|
|
2,104
|
|
|
2,046
|
|
|||||
Shareholders’ equity
|
5,978
|
|
|
6,048
|
|
|
6,508
|
|
|
7,850
|
|
|
7,595
|
|
(a)
|
Fiscal 2012 was a 53-week year. During the 53rd week, total sales were $169 million; selling, general and administrative expenses were approximately $30 million; interest was approximately $2 million; net income was approximately $15 million and diluted earnings per share was approximately $0.06.
|
(b)
|
Comparable sales growth is based on sales for stores (including relocated or remodeled stores) which were open throughout both the full current and prior year periods and E-Commerce. Fiscal 2013 comparable sales growth compares the 52 weeks ended February 1, 2014 to the 52 weeks ended January 26, 2013. Fiscal 2012 comparable sales growth compares the 52 weeks ended January 26, 2013 to the 52 weeks ended January 28, 2012.
|
(c)
|
Net sales per selling square foot is based on stores open for the full current period, excluding E-Commerce. 2012 excludes the impact of the 53rd week.
|
(d)
|
Average shareholders’ equity is based on a 5-quarter average for 2013, 2012, 2011, and 2010, and the two most recent year-end balances for 2009.
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Dollars and Shares in Millions)
|
||||||||||
Net sales
|
$
|
19,031
|
|
|
$
|
19,279
|
|
|
$
|
18,804
|
|
Change in:
|
|
|
|
|
|
||||||
Net sales
|
(1.3
|
)%
|
|
2.5
|
%
|
|
2.2
|
%
|
|||
Comparable sales
|
(1.2
|
)%
|
|
0.3
|
%
|
|
0.5
|
%
|
|||
Gross margin as a percent of net sales
|
36.5
|
%
|
|
36.3
|
%
|
|
38.2
|
%
|
|||
Selling, general and administrative expenses
|
$
|
4,313
|
|
|
$
|
4,267
|
|
|
$
|
4,243
|
|
Net income
|
$
|
889
|
|
|
$
|
986
|
|
|
$
|
1,167
|
|
Net income per diluted share
|
$
|
4.05
|
|
|
$
|
4.17
|
|
|
$
|
4.30
|
|
Shares repurchased
|
15
|
|
|
26
|
|
|
46
|
|
|||
Treasury stock purchases
|
$
|
799
|
|
|
$
|
1,259
|
|
|
$
|
2,331
|
|
Cash flow from operations
|
$
|
1,884
|
|
|
$
|
1,265
|
|
|
$
|
2,139
|
|
•
|
We continue to improve the quality of our merchandise and to offer items at great values. We are pleased with the progress we have made in these areas, but believe that we have additional opportunities to improve.
|
•
|
We are designing a rewards system to increase customer loyalty, especially for customers who do not have a Kohl's-branded credit card. The program allows enrolled customers to earn various rewards or discounts based upon the volume of their purchases. The loyalty program is currently available in approximately 30% of our stores. Initial results have been very positive and we expect this loyalty program to be available in all stores by the end of fiscal 2014.
|
|
|
Total sales
|
Increase 0.5 - 2.5%
|
Comparable sales
|
Increase 0 - 2%
|
Gross margin as a percent of sales
|
Increase 10 - 30 bps
|
SG&A
|
Increase 1.5 - 2.5%
|
Earnings per diluted share
|
$4.05 - $4.45
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales (In Millions)
|
$
|
19,031
|
|
|
$
|
19,279
|
|
|
$
|
18,804
|
|
Sales growth:
|
|
|
|
|
|
||||||
Total
|
(1.3
|
)%
|
|
2.5
|
%
|
|
2.2
|
%
|
|||
Comparable stores (a)
|
(1.2
|
)%
|
|
0.3
|
%
|
|
0.5
|
%
|
|||
Net sales per selling square foot (b)
|
$
|
207
|
|
|
$
|
213
|
|
|
$
|
220
|
|
|
2013
|
|
2012
|
||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
||||||
Comparable sales:
|
(Dollars in Millions)
|
||||||||||||
Stores
|
$
|
(517
|
)
|
|
(3.0
|
)%
|
|
(354
|
)
|
|
(2.0
|
)%
|
|
E-Commerce
|
284
|
|
|
20.4
|
%
|
|
411
|
|
|
41.8
|
%
|
||
Total (a)
|
(233
|
)
|
|
(1.2
|
)%
|
|
57
|
|
|
0.3
|
%
|
||
New stores and other revenues
|
154
|
|
|
—
|
|
|
249
|
|
|
—
|
|
||
Net change before 53rd week
|
(79
|
)
|
|
(0.4
|
)%
|
|
306
|
|
|
1.6
|
%
|
||
Net sales in 53rd week
|
(169
|
)
|
|
—
|
|
|
169
|
|
|
—
|
|
||
Increase (decrease) in net sales
|
$
|
(248
|
)
|
|
(1.3
|
)%
|
|
$
|
475
|
|
|
2.5
|
%
|
|
2013
|
|
2012
|
||
Selling price per unit
|
(0.4
|
)%
|
|
1.8
|
%
|
Units per transaction
|
1.5
|
|
|
—
|
|
Average transaction value
|
1.1
|
|
|
1.8
|
|
Number of transactions
|
(2.3
|
)
|
|
(1.5
|
)
|
Comparable sales
|
(1.2
|
)%
|
|
0.3
|
%
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Dollars in Millions)
|
||||||||||
Gross margin
|
$
|
6,944
|
|
|
$
|
6,990
|
|
|
$
|
7,179
|
|
As a percent of net sales
|
36.5
|
%
|
|
36.3
|
%
|
|
38.2
|
%
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Dollars in Millions)
|
||||||||||
Selling, general, and administrative expenses
|
$
|
4,313
|
|
|
$
|
4,267
|
|
|
$
|
4,243
|
|
As a percent of net sales
|
22.7
|
%
|
|
22.1
|
%
|
|
22.6
|
%
|
|
2013
|
|
2012
|
||||
|
(Dollars In Millions)
|
||||||
Distribution costs
|
$
|
27
|
|
|
$
|
42
|
|
Corporate expenses
|
32
|
|
|
(10
|
)
|
||
Store expenses
|
27
|
|
|
(11
|
)
|
||
Marketing costs, excluding credit card operations
|
9
|
|
|
14
|
|
||
Net revenues from credit card operations
|
(19
|
)
|
|
(41
|
)
|
||
SG&A in 53rd week
|
(30
|
)
|
|
30
|
|
||
Total increase
|
$
|
46
|
|
|
$
|
24
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Dollars In Millions)
|
||||||||||
Depreciation and amortization
|
$
|
889
|
|
|
$
|
833
|
|
|
$
|
778
|
|
Interest expense, net
|
338
|
|
|
329
|
|
|
299
|
|
|||
Provision for income taxes
|
515
|
|
|
575
|
|
|
692
|
|
|||
Effective tax rate
|
36.7
|
%
|
|
36.8
|
%
|
|
37.2
|
%
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In Millions)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,884
|
|
|
$
|
1,265
|
|
|
$
|
2,139
|
|
Investing activities
|
(623
|
)
|
|
(660
|
)
|
|
(802
|
)
|
|||
Financing activities
|
(827
|
)
|
|
(1,273
|
)
|
|
(2,409
|
)
|
|
2014
Estimate
|
|
2013
|
|
2012
|
|
2011
|
||||
Computer hardware and software
|
39
|
%
|
|
45
|
%
|
|
33
|
%
|
|
18
|
%
|
Fixtures and store improvements
|
30
|
|
|
25
|
|
|
18
|
|
|
7
|
|
Remodels/relocations
|
13
|
|
|
10
|
|
|
14
|
|
|
26
|
|
New stores
|
6
|
|
|
9
|
|
|
18
|
|
|
27
|
|
Other
|
12
|
|
|
9
|
|
|
3
|
|
|
7
|
|
Distribution centers
|
—
|
|
|
2
|
|
|
14
|
|
|
15
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Moody’s
|
|
Standard & Poor’s
|
|
Fitch
|
Long-term debt
|
Baa1
|
|
BBB+
|
|
BBB+
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
Declaration date
|
February 27
|
|
May 15
|
|
August 13
|
|
November 13
|
Record date
|
March 13
|
|
June 12
|
|
September 11
|
|
December 11
|
Payment date
|
March 27
|
|
June 26
|
|
September 25
|
|
December 24
|
Amount per common share
|
$0.35
|
|
$0.35
|
|
$0.35
|
|
$0.35
|
|
2013
|
|
2012
|
|
2011
|
||||||
Liquidity Ratios:
|
(Dollars in Millions)
|
||||||||||
Working capital
|
$
|
2,556
|
|
|
$
|
2,184
|
|
|
$
|
2,222
|
|
Current ratio
|
1.93
|
|
|
1.86
|
|
|
1.85
|
|
|||
Free Cash Flow
(a)
|
$
|
1,127
|
|
|
$
|
381
|
|
|
$
|
1,135
|
|
Return on Investment Ratios:
|
|
|
|
|
|
||||||
Ratio of earnings to fixed charges
|
3.7
|
|
|
4.1
|
|
|
4.8
|
|
|||
Return on Assets
|
6.2
|
%
|
|
6.9
|
%
|
|
8.1
|
%
|
|||
Return on Gross Investment
(a)
|
15.5
|
%
|
|
16.8
|
%
|
|
18.8
|
%
|
|||
Capital Structure Ratios:
|
|
|
|
|
|
||||||
Debt/capitalization
|
44.8
|
%
|
|
42.9
|
%
|
|
39.5
|
%
|
|||
Adjusted Debt to EBITDAR
(a)
|
2.42
|
|
|
2.23
|
|
|
1.99
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Dollars in Millions)
|
||||||||||
Net cash provided by operating activities
|
$
|
1,884
|
|
|
$
|
1,265
|
|
|
$
|
2,139
|
|
Acquisition of property & equipment
|
(643
|
)
|
|
(785
|
)
|
|
(927
|
)
|
|||
Capital lease & financing obligation payments
|
(115
|
)
|
|
(111
|
)
|
|
(91
|
)
|
|||
Proceeds from financing obligations
|
1
|
|
|
12
|
|
|
14
|
|
|||
Free cash flow
|
$
|
1,127
|
|
|
$
|
381
|
|
|
$
|
1,135
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Dollars in Millions)
|
||||||||||
Net income
|
$
|
889
|
|
|
$
|
986
|
|
|
$
|
1,167
|
|
Net interest
|
338
|
|
|
329
|
|
|
299
|
|
|||
Provision for income taxes
|
515
|
|
|
575
|
|
|
692
|
|
|||
Depreciation and amortization
|
889
|
|
|
833
|
|
|
778
|
|
|||
Rent expense
|
270
|
|
|
265
|
|
|
265
|
|
|||
EBITDAR
|
$
|
2,901
|
|
|
$
|
2,988
|
|
|
$
|
3,201
|
|
Average:
(a)
|
|
|
|
|
|
||||||
Total assets
|
$
|
14,335
|
|
|
$
|
14,266
|
|
|
$
|
14,434
|
|
Cash equivalents and long-term investments
(b)
|
(321
|
)
|
|
(677
|
)
|
|
(1,421
|
)
|
|||
Deferred tax and other assets
|
(149
|
)
|
|
(126
|
)
|
|
(124
|
)
|
|||
Accumulated depreciation and amortization
|
5,457
|
|
|
4,943
|
|
|
4,473
|
|
|||
Accounts payable
|
(1,556
|
)
|
|
(1,622
|
)
|
|
(1,439
|
)
|
|||
Accrued liabilities
|
(1,082
|
)
|
|
(1,079
|
)
|
|
(1,068
|
)
|
|||
Other long-term liabilities
|
(538
|
)
|
|
(478
|
)
|
|
(458
|
)
|
|||
Capitalized rent
(c)
|
2,625
|
|
|
2,573
|
|
|
2,598
|
|
|||
Gross Investment (“AGI”)
|
$
|
18,771
|
|
|
$
|
17,800
|
|
|
$
|
16,995
|
|
Return on Assets (“ROA”)
(d)
|
6.2
|
%
|
|
6.9
|
%
|
|
8.1
|
%
|
|||
Return on Gross Investment (“ROI”)
(e)
|
15.5
|
%
|
|
16.8
|
%
|
|
18.8
|
%
|
|
|
||
|
(Dollars in Millions)
|
||
Included Indebtedness
|
|
||
Total debt
|
$
|
4,869
|
|
Permitted exclusions
|
(8
|
)
|
|
|
|
||
Subtotal
|
4,861
|
|
|
Rent x 8
|
2,160
|
|
|
|
|
||
Included Indebtedness
|
$
|
7,021
|
|
|
|
||
Adjusted Debt Compliance EBITDAR
|
|
||
Net income
|
$
|
889
|
|
Rent expense
|
270
|
|
|
Depreciation and amortization
|
889
|
|
|
Net interest
|
338
|
|
|
Provision for income taxes
|
515
|
|
|
EBITDAR
|
2,901
|
|
|
Stock based compensation
|
55
|
|
|
Other non-cash revenues and expenses
|
24
|
|
|
Adjusted Debt Compliance EBITDAR
|
$
|
2,980
|
|
|
|
||
Debt Ratio
(a)
|
2.36
|
|
|
Maximum permitted Debt Ratio
|
3.75
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Dollars in Millions)
|
||||||||||
Total Debt
|
$
|
4,861
|
|
|
$
|
4,553
|
|
|
$
|
4,244
|
|
Adjusted Rent
(a)
|
2,160
|
|
|
2,120
|
|
|
2,117
|
|
|||
Adjusted Debt
|
$
|
7,021
|
|
|
$
|
6,673
|
|
|
$
|
6,361
|
|
Total Equity
|
$
|
5,978
|
|
|
$
|
6,048
|
|
|
$
|
6,508
|
|
EBITDAR
(b)
|
$
|
2,901
|
|
|
$
|
2,988
|
|
|
$
|
3,201
|
|
Debt/capitalization
(c)
|
44.8
|
%
|
|
42.9
|
%
|
|
39.5
|
%
|
|||
Adjusted Debt to EBITDAR
(d)
|
2.42
|
|
|
2.23
|
|
|
1.99
|
|
|
Maturing in:
|
||||||||||||||||||
|
Total
|
|
2014
|
|
2015
and
2016
|
|
2017
and
2018
|
|
2019
and
after
|
||||||||||
|
(Dollars In Millions)
|
||||||||||||||||||
Recorded contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
2,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
650
|
|
|
$
|
2,150
|
|
Capital lease and financing obligations
|
1,611
|
|
|
127
|
|
|
200
|
|
|
194
|
|
|
1,090
|
|
|||||
|
4,411
|
|
|
127
|
|
|
200
|
|
|
844
|
|
|
3,240
|
|
|||||
Unrecorded contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest payments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
1,765
|
|
|
149
|
|
|
297
|
|
|
263
|
|
|
1,056
|
|
|||||
Capital lease and financing obligations
|
2,844
|
|
|
187
|
|
|
350
|
|
|
317
|
|
|
1,990
|
|
|||||
Operating leases (a)
|
5,973
|
|
|
245
|
|
|
482
|
|
|
474
|
|
|
4,772
|
|
|||||
Royalties
|
330
|
|
|
90
|
|
|
142
|
|
|
83
|
|
|
15
|
|
|||||
Purchase obligations (b)
|
4,032
|
|
|
4,032
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other (c)
|
432
|
|
|
150
|
|
|
114
|
|
|
74
|
|
|
94
|
|
|||||
|
15,376
|
|
|
4,853
|
|
|
1,385
|
|
|
1,211
|
|
|
7,927
|
|
|||||
Total
|
$
|
19,787
|
|
|
$
|
4,980
|
|
|
$
|
1,585
|
|
|
$
|
2,055
|
|
|
$
|
11,167
|
|
(a)
|
Our leases typically require that we pay real estate taxes, insurance and maintenance costs in addition to the minimum rental payments included in the table above. Such costs vary from period to period and totaled $175 million for
2013
, $165 million for 2012 and $161 million for 2011. The lease term includes cancelable option periods where failure to exercise such options would result in economic penalty.
|
(b)
|
Our purchase obligations consist mainly of purchase orders for merchandise. Amounts committed under open purchase orders for merchandise are cancelable without penalty prior to a date that precedes the vendors’ scheduled shipment date.
|
(c)
|
Our other commitments include legally binding minimum lease and interest payments for stores opening in
2014
or later, as well as payments associated with technology and marketing agreements.
|
•
|
Expected lease term
—Our expected lease term includes both contractual lease periods and cancelable option periods where failure to exercise such options would result in an economic penalty. The expected lease term is used in determining whether the lease is accounted for as an operating lease or a capital lease. A lease is considered a capital lease if the lease term exceeds 75% of the leased asset’s useful life. The expected lease term is also used in determining the depreciable life of the asset or the straight-line rent recognition period. Increasing the expected lease term will increase the probability that a lease will be considered a capital lease and will generally result in higher rent expense for an operating lease and higher interest and depreciation expenses for a leased property recorded on our balance sheet.
|
•
|
Incremental borrowing rate
—We estimate our incremental borrowing rate using treasury rates for debt with maturities comparable to the expected lease term and our credit spread. The incremental borrowing rate is primarily used in determining whether the lease is accounted for as an operating lease or a capital lease. A lease is considered a capital lease if the net present value of the lease payments is greater than 90% of the fair market value of the property. Increasing the incremental borrowing rate decreases the net present value of the lease payments and reduces the probability that a lease will be considered a capital lease. For leases which are recorded on our balance sheet with a related capital lease or financing obligation, the incremental borrowing rate is also used in allocating our rental payments between interest expense and a reduction of the outstanding obligation.
|
•
|
Fair market value of leased asset
—The fair market value of leased retail property is generally estimated based on comparable market data as provided by third-party appraisers or consideration received from the landlord. Fair market value is used in determining whether the lease is accounted for as an operating lease or a capital lease. A lease is considered a capital lease if the net present value of the lease payments is greater than 90% of the fair market value of the property. Increasing the fair market value reduces the probability that a lease will be considered a capital lease. Fair market value is also used in determining the amount of property and related financing obligation to be recognized on our balance sheet for certain leased properties which are considered owned for accounting purposes.
|
Name
|
Age
|
|
Position
|
Kevin Mansell
|
61
|
|
Chairman, Chief Executive Officer and President
|
Don Brennan
|
53
|
|
Chief Merchandising Officer
|
Michelle Gass
|
45
|
|
Chief Customer Officer
|
Kenneth Bonning
|
56
|
|
Senior Executive Vice President
|
Peggy Eskenasi
|
58
|
|
Senior Executive Vice President
|
Wesley S. McDonald
|
51
|
|
Senior Executive Vice President, Chief Financial Officer
|
Richard D. Schepp
|
53
|
|
Senior Executive Vice President
|
|
|
|
Kevin Mansell
Chairman, President and Chief Executive
Officer,
Kohl’s Corporation
|
|
Frank V. Sica
(b)* (c)
Managing Partner,
Tailwind Capital
|
|
|
|
Peter Boneparth
(b) (c)
Senior Advisor,
Irving Place Capital Partners
|
|
Peter M. Sommerhauser
Shareholder,
Godfrey & Kahn, S.C. Law Firm
|
|
|
|
Steven A. Burd
(b) (c)
Former Chairman, Chief Executive Officer and President,
Safeway Inc.
|
|
Stephanie A. Streeter
(a) (c)*
Chief Executive Officer and Director
Libbey, Inc.
|
|
|
|
Dale E. Jones
(b) (c)
President,
Diversified Search
|
|
Nina G. Vaca
(a)(c)
Chairman, Chief Executive Officer,
Pinnacle Technical Resources, Inc.
|
|
|
|
John E. Schlifske
(a) (c)
Chairman, President and Chief Executive Officer,
Northwestern Mutual Life Insurance Company
|
|
Stephen E. Watson
(a)* (c)
Former President, Chief Executive Officer of Gander Mountain, L.L.C.
Former Chairman and Chief Executive Officer, Department Store Division of Dayton-Hudson Corporation
|
|
|
|
|
|
Kohl’s Corporation
|
|
|
|
|
By:
|
/
S
/ K
EVIN
M
ANSELL
|
|
|
Kevin Mansell
|
|
|
Chairman, President, Chief Executive Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/
S
/ W
ESLEY
S. M
C
D
ONALD
|
|
|
Wesley S. McDonald
|
|
|
Senior Executive Vice President, Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
/
S
/ K
EVIN
M
ANSELL
Kevin Mansell
Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
|
|
|
|
/
S
/ P
ETER
B
ONEPARTH
Peter Boneparth
Director
|
|
/
S
/ P
ETER
M. S
OMMERHAUSER
Peter M. Sommerhauser
Director
|
|
|
|
/
S
/ S
TEVEN
A. B
URD
Steven A. Burd
Director
|
|
/
S
/ S
TEPHANIE
A. S
TREETER
Stephanie A. Streeter
Director
|
|
|
|
/
S
/ D
ALE
E. J
ONES
Dale E. Jones
Director
|
|
/
S
/ N
INA
G
.
V
ACA
Nina G. Vaca
Director
|
|
|
|
/
S
/ J
OHN
E. S
CHLIFSKE
John E. Schlifske
Director
|
|
/
S
/ S
TEPHEN
E. W
ATSON
Stephen E. Watson
Director
|
|
|
|
/
S
/ F
RANK
V. S
ICA
Frank V. Sica
Director
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Amended and Restated Articles of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 16, 2011.
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Company, incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on October 5, 2011.
|
|
|
|
4.1
|
|
Credit Agreement Amendment dated as of June 21, 2013 by and among the Company, the Lenders party thereto, Bank of America, N.A., as the Administrative Agent and as a Continuing Lender and as an Issuing Bank and a Swing Line Lender, U.S Bank National Association, as a Continuing Lender, an Issuing Bank, and a Swing Line Lender, and Wells Fargo Bank, National Association, as a Continuing Lender, an Issuing Bank, and a Swing Line Lender, incorporated herein by reference to Item 4.1 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended August 3, 2013.
|
|
|
|
4.2
|
|
Certain other long-term debt is described in Note 2 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 2 and not filed herewith.
|
|
|
|
10.1
|
|
Private Label Credit Card Program Agreement dated as of August 11, 2010 by and between Kohl’s Department Stores, Inc and Capital One, National Association, incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2010.
|
|
|
|
10.2
|
|
Amended and Restated Executive Deferred Compensation Plan, incorporated herein by reference to Exhibit 10.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2003.*
|
|
|
|
10.3
|
|
Kohl’s Corporation 2005 Deferred Compensation Plan, as amended and restated effective January 1, 2005, incorporated herein by reference to Exhibit 10.4 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2006.*
|
|
|
|
10.4
|
|
Summary of Executive Medical Plan, incorporated herein by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005.*
|
|
|
|
10.5
|
|
Summary of Executive Life and Accidental Death and Dismemberment Plans, incorporated herein by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005.*
|
|
|
|
10.6
|
|
Kohl’s Corporation Annual Incentive Plan, incorporated herein by reference to Annex B to the Proxy Statement on Schedule 14A filed on March 21, 2011 in connection with the Company’s 2011 Annual Meeting of Shareholders.*
|
|
|
|
10.7
|
|
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.*
|
|
|
|
10.8
|
|
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.*
|
|
|
|
10.9
|
|
Amended and Restated 2003 Long-Term Compensation Plan, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2008.*
|
|
|
|
10.10
|
|
Kohl’s Corporation 2010 Long Term Compensation Plan, incorporated herein by reference to Annex A to the Proxy Statement on Schedule 14A filed on March 26, 2010 in connection with the Company’s 2010 Annual Meeting.*
|
|
|
|
Exhibit
Number
|
|
Description
|
10.11
|
|
Form of Executive Performance Share Agreement pursuant to the Kohl’s Corporation 2010 Long Term Compensation Plan, incorporated herein by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K dated as of January 13, 2014.*
|
|
|
|
10.12
|
|
Form of Executive Stock Option Agreement pursuant to the Kohl's Corporation 2010 Long Term Compensation Plan, incorporated herin by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 2010.*
|
|
|
|
10.13
|
|
Form of Executive Restricted Stock Agreement pursuant to the Kohl’s Corporation 2010 Long Term Compensation Plan, incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 10, 2010.*
|
|
|
|
10.14
|
|
Form of Outside Director Stock Option Agreement pursuant to the Kohl’s Corporation 2010 Long Term Compensation Plan, incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 2010.*
|
|
|
|
10.15
|
|
Form of Outside Director Restricted Stock Agreement pursuant to the Kohl’s Corporation 2010 Long Term Compensation Plan, incorporated herein by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 2010.*
|
|
|
|
10.16
|
|
Summary of Outside Director Compensation. *
|
|
|
|
10.17
|
|
Amended and Restated Employment Agreement between Kohl’s Corporation and Kohl’s Department Stores, Inc. and Kevin Mansell dated as of April 1, 2012, incorporated herein by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013.*
|
|
|
|
10.18
|
|
Amended and Restated Employment Agreement between Kohl’s Corporation and Kohl’s Department Stores, Inc. and Donald Brennan dated as of April 1, 2012, incorporated herein by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013.*
|
|
|
|
10.19
|
|
Employment Agreement dated as of May 20, 2014 by and between Kohl's Corporation and Kohl's Department Stores, Inc. and Michelle Gass.*
|
|
|
|
10.20
|
|
Amended and Restated Employment Agreement between Kohl’s Corporation and Kohl’s Department Stores, Inc. and John Worthington dated as of April 1, 2012, incorporated herein by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013.*
|
|
|
|
10.21
|
|
Agreement dated as of May 20, 2013 by and between John Worthington and Kohl's Departments Stores, Inc., incorporated herein by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended May 4, 2013.*
|
|
|
|
10.22
|
|
Amended and Restated Employment Agreement between Kohl’s Corporation and Kohl’s Department Stores, Inc. and Peggy Eskenasi dated as of April 1, 2012, incorporated herein by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013.*
|
|
|
|
10.23
|
|
Amended and Restated Employment Agreement between Kohl’s Corporation and Kohl’s Department Stores, Inc.and Wesley S. McDonald dated as of April 1, 2012, incorporated herein by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013.*
|
|
|
|
10.24
|
|
Amended and Restated Employment Agreement dated as of April 1, 2012 by and between Kohl's Corporation and Kohl's Department Stores, Inc. and Richard D. Schepp.*
|
|
|
|
Exhibit
Number
|
|
Description
|
10.25
|
|
Form of Employment Agreement between Kohl’s Corporation and Kohl’s Department Stores, Inc. and its Senior Executive Vice Presidents, incorporated herein by reference to Exhibit 10.22 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013.*
|
|
|
|
12.1
|
|
Ratio of Earnings to Fixed Charges.
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant, incorporated herein by reference to Exhibit 21.1 of the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2013.
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP.
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
*
|
A management contract or compensatory plan or arrangement.
|
|
|
|
Page
|
Consolidated Financial Statements
|
|
|
|
F-2
|
|
|
|
F-3
|
|
|
|
F-4
|
|
|
|
F-4
|
|
|
|
F-5
|
|
|
|
F-6
|
|
|
|
F-7
|
|
February 1,
2014 |
|
February 2,
2013 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
971
|
|
|
$
|
537
|
|
Merchandise inventories
|
3,874
|
|
|
3,748
|
|
||
Deferred income taxes
|
142
|
|
|
122
|
|
||
Other
|
305
|
|
|
312
|
|
||
Total current assets
|
5,292
|
|
|
4,719
|
|
||
Property and equipment, net
|
8,745
|
|
|
8,872
|
|
||
Long-term investments
|
64
|
|
|
53
|
|
||
Other assets
|
277
|
|
|
261
|
|
||
Total assets
|
$
|
14,378
|
|
|
$
|
13,905
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,365
|
|
|
$
|
1,307
|
|
Accrued liabilities
|
1,138
|
|
|
986
|
|
||
Income taxes payable
|
94
|
|
|
137
|
|
||
Current portion of capital lease and financing obligations
|
139
|
|
|
105
|
|
||
Total current liabilities
|
2,736
|
|
|
2,535
|
|
||
Long-term debt
|
2,792
|
|
|
2,492
|
|
||
Capital lease and financing obligations
|
1,930
|
|
|
1,956
|
|
||
Deferred income taxes
|
382
|
|
|
362
|
|
||
Other long-term liabilities
|
560
|
|
|
512
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Common stock - 364 and 360 million shares issued
|
4
|
|
|
4
|
|
||
Paid-in capital
|
2,598
|
|
|
2,454
|
|
||
Treasury stock, at cost, 153 and 138 million shares
|
(8,052
|
)
|
|
(7,243
|
)
|
||
Accumulated other comprehensive loss
|
(34
|
)
|
|
(45
|
)
|
||
Retained earnings
|
11,462
|
|
|
10,878
|
|
||
Total shareholders’ equity
|
5,978
|
|
|
6,048
|
|
||
Total liabilities and shareholders’ equity
|
$
|
14,378
|
|
|
$
|
13,905
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
$
|
19,031
|
|
|
$
|
19,279
|
|
|
$
|
18,804
|
|
Cost of merchandise sold
|
12,087
|
|
|
12,289
|
|
|
11,625
|
|
|||
Gross margin
|
6,944
|
|
|
6,990
|
|
|
7,179
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
4,313
|
|
|
4,267
|
|
|
4,243
|
|
|||
Depreciation and amortization
|
889
|
|
|
833
|
|
|
778
|
|
|||
Operating income
|
1,742
|
|
|
1,890
|
|
|
2,158
|
|
|||
Interest expense, net
|
338
|
|
|
329
|
|
|
299
|
|
|||
Income before income taxes
|
1,404
|
|
|
1,561
|
|
|
1,859
|
|
|||
Provision for income taxes
|
515
|
|
|
575
|
|
|
692
|
|
|||
Net income
|
$
|
889
|
|
|
$
|
986
|
|
|
$
|
1,167
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.08
|
|
|
$
|
4.19
|
|
|
$
|
4.33
|
|
Diluted
|
$
|
4.05
|
|
|
$
|
4.17
|
|
|
$
|
4.30
|
|
|
|
|
|
|
|
||||||
Dividends declared and paid per share
|
$
|
1.40
|
|
|
$
|
1.28
|
|
|
$
|
1.00
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
889
|
|
|
$
|
986
|
|
|
$
|
1,167
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized gains on investments
|
8
|
|
|
5
|
|
|
13
|
|
|||
Interest rate derivatives:
|
|
|
|
|
|
||||||
Unrealized loss arising during period
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||
Reclassification adjustment for interest expense included in net income
|
3
|
|
|
3
|
|
|
1
|
|
|||
Other comprehensive income (loss)
|
11
|
|
|
8
|
|
|
(16
|
)
|
|||
Comprehensive income
|
$
|
900
|
|
|
$
|
994
|
|
|
$
|
1,151
|
|
|
Common Stock
|
|
Paid-In
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
|
|
Retained
|
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
Shares
|
|
Amount
|
|
Loss
|
|
Earnings
|
|
Total
|
|||||||||||||||||
Balance at January 29, 2011
|
355
|
|
|
$
|
4
|
|
|
$
|
2,225
|
|
|
(64
|
)
|
|
$
|
(3,643
|
)
|
|
|
$
|
(37
|
)
|
|
|
$
|
9,301
|
|
|
$
|
7,850
|
|
Comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(16
|
)
|
|
|
1,167
|
|
|
1,151
|
|
||||||
Stock options and awards, net of tax
|
3
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
(5
|
)
|
|
|
—
|
|
|
|
—
|
|
|
109
|
|
||||||
Dividends paid ($1.00 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
—
|
|
|
|
(273
|
)
|
|
(271
|
)
|
||||||
Treasury stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(2,331
|
)
|
|
|
—
|
|
|
|
—
|
|
|
(2,331
|
)
|
||||||
Balance at January 28, 2012
|
358
|
|
|
4
|
|
|
2,339
|
|
|
(111
|
)
|
|
(5,977
|
)
|
|
|
(53
|
)
|
|
|
10,195
|
|
|
6,508
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
8
|
|
|
|
986
|
|
|
994
|
|
||||||
Stock options and awards, net of tax
|
2
|
|
|
—
|
|
|
115
|
|
|
—
|
|
|
(9
|
)
|
|
|
—
|
|
|
|
—
|
|
|
106
|
|
||||||
Dividends paid ($1.28 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
—
|
|
|
|
(303
|
)
|
|
(300
|
)
|
||||||
Treasury stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(1,260
|
)
|
|
|
—
|
|
|
|
—
|
|
|
(1,260
|
)
|
||||||
Balance at February 2, 2013
|
360
|
|
|
4
|
|
|
2,454
|
|
|
(138
|
)
|
|
(7,243
|
)
|
|
|
(45
|
)
|
|
|
10,878
|
|
|
6,048
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
11
|
|
|
|
889
|
|
|
900
|
|
||||||
Stock options and awards, net of tax
|
4
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
(13
|
)
|
|
|
—
|
|
|
|
—
|
|
|
131
|
|
||||||
Dividends paid ($1.40 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
—
|
|
|
|
(305
|
)
|
|
(302
|
)
|
||||||
Treasury stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(799
|
)
|
|
|
—
|
|
|
|
—
|
|
|
(799
|
)
|
||||||
Balance at February 1, 2014
|
364
|
|
|
$
|
4
|
|
|
$
|
2,598
|
|
|
(153
|
)
|
|
$
|
(8,052
|
)
|
|
|
$
|
(34
|
)
|
|
|
$
|
11,462
|
|
|
$
|
5,978
|
|
|
|
|
|
|
|
||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
889
|
|
|
$
|
986
|
|
|
$
|
1,167
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
889
|
|
|
833
|
|
|
778
|
|
|||
Share-based compensation
|
55
|
|
|
50
|
|
|
57
|
|
|||
Excess tax benefits from share-based compensation
|
(3
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|||
Deferred income taxes
|
(7
|
)
|
|
(79
|
)
|
|
144
|
|
|||
Other non-cash expenses, net
|
43
|
|
|
29
|
|
|
39
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Merchandise inventories
|
(116
|
)
|
|
(523
|
)
|
|
(160
|
)
|
|||
Other current and long-term assets
|
(11
|
)
|
|
(37
|
)
|
|
(42
|
)
|
|||
Accounts payable
|
58
|
|
|
74
|
|
|
96
|
|
|||
Accrued and other long-term liabilities
|
149
|
|
|
(60
|
)
|
|
63
|
|
|||
Income taxes
|
(62
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|||
Net cash provided by operating activities
|
1,884
|
|
|
1,265
|
|
|
2,139
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Acquisition of property and equipment
|
(643
|
)
|
|
(785
|
)
|
|
(927
|
)
|
|||
Sales of investments in auction rate securities
|
1
|
|
|
109
|
|
|
145
|
|
|||
Other
|
19
|
|
|
16
|
|
|
(20
|
)
|
|||
Net cash used in investing activities
|
(623
|
)
|
|
(660
|
)
|
|
(802
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Treasury stock purchases
|
(799
|
)
|
|
(1,284
|
)
|
|
(2,306
|
)
|
|||
Shares withheld for taxes on vested restricted shares
|
(13
|
)
|
|
(9
|
)
|
|
(5
|
)
|
|||
Dividends paid
|
(302
|
)
|
|
(300
|
)
|
|
(271
|
)
|
|||
Proceeds from issuance of debt
|
300
|
|
|
350
|
|
|
646
|
|
|||
Deferred financing costs
|
(4
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|||
Interest rate hedge payment
|
—
|
|
|
—
|
|
|
(48
|
)
|
|||
Long-term debt payments
|
—
|
|
|
—
|
|
|
(400
|
)
|
|||
Proceeds from financing obligations
|
1
|
|
|
12
|
|
|
14
|
|
|||
Capital lease and financing obligation payments
|
(115
|
)
|
|
(111
|
)
|
|
(91
|
)
|
|||
Proceeds from stock option exercises
|
102
|
|
|
68
|
|
|
58
|
|
|||
Excess tax benefits from share-based compensation
|
3
|
|
|
4
|
|
|
2
|
|
|||
Net cash used in financing activities
|
(827
|
)
|
|
(1,273
|
)
|
|
(2,409
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
434
|
|
|
(668
|
)
|
|
(1,072
|
)
|
|||
Cash and cash equivalents at beginning of period
|
537
|
|
|
1,205
|
|
|
2,277
|
|
|||
Cash and cash equivalents at end of period
|
$
|
971
|
|
|
$
|
537
|
|
|
$
|
1,205
|
|
Supplemental information:
|
|
|
|
|
|
||||||
Interest paid, net of capitalized interest
|
$
|
326
|
|
|
$
|
318
|
|
|
$
|
297
|
|
Income taxes paid
|
561
|
|
|
654
|
|
|
550
|
|
|||
Non-Cash Investing and Financing Activities
|
|
|
|
|
|
||||||
Property and equipment acquired through capital lease and financing obligations
|
$
|
121
|
|
|
$
|
63
|
|
|
$
|
79
|
|
Fiscal year
|
Ended
|
|
Number of
Weeks
|
2013
|
February 1, 2014
|
|
52
|
2012
|
February 2, 2013
|
|
53
|
2011
|
January 28, 2012
|
|
52
|
|
Feb 1,
2014 |
|
Feb 2,
2013 |
||||
|
(Dollars In Millions)
|
||||||
Land
|
$
|
1,095
|
|
|
$
|
1,089
|
|
Buildings and improvements:
|
|
|
|
||||
Owned
|
7,713
|
|
|
7,575
|
|
||
Leased
|
1,845
|
|
|
1,820
|
|
||
Store fixtures and equipment
|
2,147
|
|
|
2,517
|
|
||
Computer hardware and software
|
1,033
|
|
|
779
|
|
||
Construction in progress
|
291
|
|
|
200
|
|
||
Total property and equipment, at cost
|
14,124
|
|
|
13,980
|
|
||
Less accumulated depreciation
|
(5,379
|
)
|
|
(5,108
|
)
|
||
Property and equipment, net
|
$
|
8,745
|
|
|
$
|
8,872
|
|
|
|
Buildings and improvements
|
5-40 years
|
Store fixtures and equipment
|
3-15 years
|
Computer hardware and software
|
3-8 years
|
|
Feb 1,
2014 |
|
Feb 2,
2013 |
||||
|
(Dollars In Millions)
|
||||||
Various liabilities to customers
|
$
|
296
|
|
|
$
|
275
|
|
Payroll and related fringe benefits
|
112
|
|
|
101
|
|
||
Sales, property and use taxes
|
166
|
|
|
153
|
|
||
Credit card liabilities
|
109
|
|
|
120
|
|
||
Other
|
455
|
|
|
337
|
|
||
Accrued liabilities
|
$
|
1,138
|
|
|
$
|
986
|
|
|
Unrealized
Gains
(Losses) on
Investments
|
|
Loss on
Interest
Rate
Derivatives
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||
|
(Dollars In Millions)
|
||||||||||
Balance at January 28, 2012
|
$
|
(24
|
)
|
|
$
|
(29
|
)
|
|
$
|
(53
|
)
|
Other comprehensive income
|
5
|
|
|
3
|
|
|
8
|
|
|||
Balance at February 2, 2013
|
(19
|
)
|
|
(26
|
)
|
|
(45
|
)
|
|||
Other comprehensive income
|
8
|
|
|
3
|
|
|
11
|
|
|||
Balance at February 1, 2014
|
$
|
(11
|
)
|
|
$
|
(23
|
)
|
|
$
|
(34
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Dollars In Millions)
|
||||||||||
Unrealized gains on investments:
|
|
|
|
|
|
||||||
Before-tax amounts
|
$
|
12
|
|
|
$
|
9
|
|
|
$
|
21
|
|
Tax expense
|
(4
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|||
After-tax amounts
|
8
|
|
|
5
|
|
|
13
|
|
|||
Interest rate derivatives:
|
|
|
|
|
|
||||||
Before-tax amounts
|
5
|
|
|
5
|
|
|
(47
|
)
|
|||
Tax (expense) benefit
|
(2
|
)
|
|
(2
|
)
|
|
18
|
|
|||
After-tax amounts
|
3
|
|
|
3
|
|
|
(29
|
)
|
|||
Other comprehensive income (loss)
|
$
|
11
|
|
|
$
|
8
|
|
|
$
|
(16
|
)
|
Cost of Merchandise Sold
|
|
Selling, General and
Administrative Expenses
|
• Total cost of products sold including product development costs, net of vendor payments other than reimbursement of specific, incremental and identifiable costs
• Inventory shrink
• Markdowns
• Freight expenses associated with moving merchandise from our vendors to our distribution centers
• Shipping and handling expenses of E-Commerce sales
• Terms cash discount
|
|
• Compensation and benefit costs including:
• Stores
• Corporate headquarters, including buying and merchandising
• Distribution centers
• Occupancy and operating costs of our retail, distribution and corporate facilities
• Net revenues from the Kohl’s credit card program
• Freight expenses associated with moving merchandise from our distribution centers to our retail stores, and among distribution and retail facilities
• Advertising expenses, offset by vendor payments for reimbursement of specific, incremental and identifiable costs
• Other administrative revenues and expenses
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Dollars In Millions)
|
||||||||||
Gross advertising costs
|
$
|
1,185
|
|
|
$
|
1,163
|
|
|
$
|
1,123
|
|
Vendor allowances
|
(172
|
)
|
|
(170
|
)
|
|
(161
|
)
|
|||
Net advertising costs
|
$
|
1,013
|
|
|
$
|
993
|
|
|
$
|
962
|
|
Net advertising costs as a percent of net sales
|
5.3
|
%
|
|
5.2
|
%
|
|
5.1
|
%
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In Millions, Except per Share Data)
|
||||||||||
Numerator—net income
|
$
|
889
|
|
|
$
|
986
|
|
|
$
|
1,167
|
|
Denominator—weighted average shares
|
|
|
|
|
|
||||||
Basic
|
218
|
|
|
235
|
|
|
270
|
|
|||
Impact of dilutive employee stock options (a)
|
2
|
|
|
2
|
|
|
1
|
|
|||
Diluted
|
220
|
|
|
237
|
|
|
271
|
|
|||
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.08
|
|
|
$
|
4.19
|
|
|
$
|
4.33
|
|
Diluted
|
$
|
4.05
|
|
|
$
|
4.17
|
|
|
$
|
4.30
|
|
(a)
|
Excludes
10 million
share-based awards for
2013
,
14 million
share-based awards for
2012
and
11 million
share-based awards for
2011
as the impact of such awards was antidilutive.
|
|
|
|
Outstanding
|
||||||||||
Maturing
|
Effective
Rate
|
|
Coupon Rate
|
|
February 1, 2014
|
|
February 2, 2013
|
||||||
|
|
|
|
|
(Dollars in Millions)
|
||||||||
2017
|
6.31
|
%
|
|
6.25
|
%
|
|
$
|
650
|
|
|
$
|
650
|
|
2021
|
4.81
|
%
|
|
4.00
|
%
|
|
650
|
|
|
650
|
|
||
2023
|
3.25
|
%
|
|
3.25
|
%
|
|
350
|
|
|
350
|
|
||
2023
|
4.78
|
%
|
|
4.75
|
%
|
|
300
|
|
|
—
|
|
||
2029
|
7.36
|
%
|
|
7.25
|
%
|
|
200
|
|
|
200
|
|
||
2033
|
6.05
|
%
|
|
6.00
|
%
|
|
300
|
|
|
300
|
|
||
2037
|
6.89
|
%
|
|
6.88
|
%
|
|
350
|
|
|
350
|
|
||
Total senior debt
|
5.54
|
%
|
|
|
|
|
2,800
|
|
|
2,500
|
|
||
Unamortized debt discount
|
|
|
|
|
(8
|
)
|
|
(8
|
)
|
||||
Long-term debt
|
|
|
|
|
$
|
2,792
|
|
|
$
|
2,492
|
|
Level 1:
|
|
Financial instruments with unadjusted, quoted prices listed on active market exchanges.
|
|
|
|
Level 2:
|
|
Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. The prices for the financial instruments are determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
|
|
|
|
Level 3:
|
|
Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.
|
|
|
|
February 1, 2014
|
|
February 2, 2013
|
||||||||||||
|
Pricing Category
|
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
||||||||
|
|
|
(In Millions)
|
||||||||||||||
Cash and cash equivalents
|
Level 1
|
|
$
|
971
|
|
|
$
|
971
|
|
|
$
|
537
|
|
|
$
|
537
|
|
Long-term investments
|
Level 3
|
|
82
|
|
|
64
|
|
|
84
|
|
|
53
|
|
||||
Debt
|
Level 1
|
|
2,792
|
|
|
2,988
|
|
|
$
|
2,492
|
|
|
2,702
|
|
|
2013
|
|
2012
|
||||
|
(Dollars In Millions)
|
||||||
Balance at beginning of year
|
$
|
53
|
|
|
$
|
153
|
|
Sales
|
(1
|
)
|
|
(109
|
)
|
||
Unrealized gains
|
12
|
|
|
9
|
|
||
Balance at end of year
|
$
|
64
|
|
|
$
|
53
|
|
|
Capital
Lease
and
Financing Obligations
|
|
Operating
Leases
|
||||
|
(Dollars In Millions)
|
||||||
Fiscal year:
|
|
||||||
2014
|
$
|
314
|
|
|
$
|
245
|
|
2015
|
277
|
|
|
243
|
|
||
2016
|
273
|
|
|
239
|
|
||
2017
|
262
|
|
|
237
|
|
||
2018
|
249
|
|
|
237
|
|
||
Thereafter
|
3,080
|
|
|
4,772
|
|
||
|
4,455
|
|
|
$
|
5,973
|
|
|
Non-cash gain on future sale of property
|
458
|
|
|
|
|||
Amount representing interest
|
(2,844
|
)
|
|
|
|||
Present value of lease payments
|
$
|
2,069
|
|
|
|
|
Feb 1,
2014 |
|
Feb 2,
2013 |
||||
|
(Dollars In Millions)
|
||||||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
1,416
|
|
|
$
|
1,405
|
|
Deferred tax assets:
|
|
|
|
||||
Merchandise inventories
|
24
|
|
|
23
|
|
||
Accrued and other liabilities, including stock options
|
223
|
|
|
217
|
|
||
Capital lease and financing obligations
|
813
|
|
|
810
|
|
||
Accrued step rent liability
|
94
|
|
|
86
|
|
||
Unrealized loss on investments
|
7
|
|
|
12
|
|
||
Unrealized loss on interest rate swap
|
15
|
|
|
17
|
|
||
|
1,176
|
|
|
1,165
|
|
||
Net deferred tax liability
|
$
|
240
|
|
|
$
|
240
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Dollars In Millions)
|
||||||||||
Current federal
|
$
|
469
|
|
|
$
|
590
|
|
|
$
|
497
|
|
Current state
|
45
|
|
|
60
|
|
|
60
|
|
|||
Deferred federal
|
10
|
|
|
(66
|
)
|
|
124
|
|
|||
Deferred state
|
(9
|
)
|
|
(9
|
)
|
|
11
|
|
|||
|
$
|
515
|
|
|
$
|
575
|
|
|
$
|
692
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Provision at statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
2.2
|
|
|
2.2
|
|
|
2.7
|
|
Tax-exempt interest income
|
(0.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
Federal HIRE Act tax credit
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
Other Federal tax credits
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
Provision for income taxes
|
36.7
|
%
|
|
36.8
|
%
|
|
37.2
|
%
|
|
2013
|
|
2012
|
||||
|
(Dollars In Millions)
|
||||||
Balance at beginning of year
|
$
|
108
|
|
|
$
|
101
|
|
Increases due to:
|
|
|
|
||||
Tax positions taken in prior years
|
6
|
|
|
1
|
|
||
Tax positions taken in current year
|
21
|
|
|
22
|
|
||
Decreases due to:
|
|
|
|
||||
Tax positions taken in prior years
|
(4
|
)
|
|
(9
|
)
|
||
Settlements with taxing authorities
|
(3
|
)
|
|
(1
|
)
|
||
Lapse of applicable statute of limitations
|
(3
|
)
|
|
(6
|
)
|
||
Balance at end of year
|
$
|
125
|
|
|
$
|
108
|
|
|
2013
|
|
2012
|
|
2011
|
Dividend yield
|
2.9%
|
|
2.6%
|
|
1.8%
|
Volatility
|
32.7%
|
|
33.7%
|
|
33.1%
|
Risk-free interest rate
|
0.9%
|
|
1.0%
|
|
2.0%
|
Expected life in years
|
5.5
|
|
5.5
|
|
5.5
|
Weighted average fair value at grant date
|
$10.68
|
|
$11.79
|
|
$14.54
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|||||||||
|
(Shares in Thousands)
|
|||||||||||||||||||
Balance at beginning of year
|
15,212
|
|
|
$
|
53.96
|
|
|
16,564
|
|
|
$
|
53.41
|
|
|
17,869
|
|
|
$
|
53.17
|
|
Granted
|
575
|
|
|
47.86
|
|
|
1,458
|
|
|
49.00
|
|
|
1,056
|
|
|
52.60
|
|
|||
Exercised
|
(2,494
|
)
|
|
41.02
|
|
|
(1,718
|
)
|
|
40.01
|
|
|
(1,349
|
)
|
|
43.12
|
|
|||
Forfeited/expired
|
(1,918
|
)
|
|
56.59
|
|
|
(1,092
|
)
|
|
60.93
|
|
|
(1,012
|
)
|
|
62.07
|
|
|||
Balance at end of year
|
11,375
|
|
|
$
|
56.05
|
|
|
15,212
|
|
|
$
|
53.96
|
|
|
16,564
|
|
|
$
|
53.41
|
|
|
Stock Options Outstanding
|
|
Stock Options Exercisable
|
||||||||||||||||
Range of Exercise Prices
|
Shares
|
|
Weighted
Average
Remaining
Contractual
Life (in
years)
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Remaining
Contractual
Life (in
years)
|
|
Weighted
Average
Exercise
Price
|
||||||||
|
(Shares in Thousands)
|
||||||||||||||||||
$ 17.00 – $ 35.50
|
313
|
|
|
1.1
|
|
$
|
34.70
|
|
|
313
|
|
|
1.1
|
|
$
|
34.70
|
|
||
$ 35.51 – $ 38.30
|
37
|
|
|
1.7
|
|
37.65
|
|
|
37
|
|
|
1.7
|
|
37.65
|
|
||||
$ 38.31 – $ 41.63
|
948
|
|
|
2.3
|
|
41.58
|
|
|
634
|
|
|
2.4
|
|
41.55
|
|
||||
$ 41.64 – $ 45.57
|
776
|
|
|
2.7
|
|
43.57
|
|
|
571
|
|
|
1.5
|
|
43.14
|
|
||||
$ 45.58 – $ 50.37
|
2,529
|
|
|
4.9
|
|
48.25
|
|
|
1,401
|
|
|
4.6
|
|
48.44
|
|
||||
$ 50.38 – $ 51.81
|
851
|
|
|
4.7
|
|
50.87
|
|
|
586
|
|
|
4.3
|
|
50.69
|
|
||||
$ 51.82 – $ 66.25
|
2,979
|
|
|
3.2
|
|
57.24
|
|
|
2,162
|
|
|
2.8
|
|
58.51
|
|
||||
$ 66.26 – $ 75.90
|
989
|
|
|
2.2
|
|
68.68
|
|
|
989
|
|
|
2.2
|
|
68.68
|
|
||||
$ 75.91 – $ 77.62
|
1,953
|
|
|
0.2
|
|
75.99
|
|
|
1,953
|
|
|
0.2
|
|
75.99
|
|
||||
|
11,375
|
|
|
2.9
|
|
$
|
56.05
|
|
|
8,646
|
|
|
2.3
|
|
$
|
58.25
|
|
||
Intrinsic value (in thousands)
|
$
|
25,656
|
|
|
|
|
|
|
$
|
18,660
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Shares
|
|
Weighted
Average
Grant
Date Fair
Value
|
|
Shares
|
|
Weighted
Average
Grant
Date Fair
Value
|
|
Shares
|
|
Weighted
Average
Grant
Date Fair
Value
|
|||||||||
|
(Shares in Thousands)
|
|||||||||||||||||||
Balance at beginning of year
|
2,323
|
|
|
$
|
50.47
|
|
|
1,946
|
|
|
$
|
51.11
|
|
|
1,116
|
|
|
$
|
49.30
|
|
Granted
|
1,189
|
|
|
49.22
|
|
|
1,038
|
|
|
48.86
|
|
|
1,198
|
|
|
52.34
|
|
|||
Vested
|
(706
|
)
|
|
48.00
|
|
|
(492
|
)
|
|
49.77
|
|
|
(308
|
)
|
|
49.28
|
|
|||
Forfeited
|
(153
|
)
|
|
50.48
|
|
|
(169
|
)
|
|
50.04
|
|
|
(60
|
)
|
|
51.31
|
|
|||
Balance at end of year
|
2,653
|
|
|
$
|
50.56
|
|
|
2,323
|
|
|
$
|
50.47
|
|
|
1,946
|
|
|
$
|
51.11
|
|
|
2013
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(In Millions, Except per Share Data)
|
||||||||||||||
Net sales
|
$
|
4,199
|
|
|
$
|
4,289
|
|
|
$
|
4,444
|
|
|
$
|
6,099
|
|
Gross margin
|
$
|
1,528
|
|
|
$
|
1,676
|
|
|
$
|
1,666
|
|
|
$
|
2,075
|
|
Net income
|
$
|
147
|
|
|
$
|
231
|
|
|
$
|
177
|
|
|
$
|
334
|
|
Basic shares
|
222
|
|
|
220
|
|
|
216
|
|
|
213
|
|
||||
Basic net income per share
|
$
|
0.66
|
|
|
$
|
1.05
|
|
|
$
|
0.82
|
|
|
$
|
1.57
|
|
Diluted shares
|
223
|
|
|
222
|
|
|
218
|
|
|
215
|
|
||||
Diluted net income per share
|
$
|
0.66
|
|
|
$
|
1.04
|
|
|
$
|
0.81
|
|
|
$
|
1.56
|
|
|
2012
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(In Millions, Except per Share Data)
|
||||||||||||||
Net sales
|
$
|
4,243
|
|
|
$
|
4,205
|
|
|
$
|
4,490
|
|
|
$
|
6,342
|
|
Gross margin
|
$
|
1,524
|
|
|
$
|
1,642
|
|
|
$
|
1,712
|
|
|
$
|
2,112
|
|
Net income
|
$
|
154
|
|
|
$
|
240
|
|
|
$
|
215
|
|
|
$
|
378
|
|
Basic shares
|
243
|
|
|
238
|
|
|
233
|
|
|
227
|
|
||||
Basic net income per share
|
$
|
0.63
|
|
|
$
|
1.01
|
|
|
$
|
0.92
|
|
|
$
|
1.66
|
|
Diluted shares
|
245
|
|
|
239
|
|
|
235
|
|
|
228
|
|
||||
Diluted net income per share
|
$
|
0.63
|
|
|
$
|
1.00
|
|
|
$
|
0.91
|
|
|
$
|
1.66
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
1. To elect the individuals nominated by our Board of Directors to serve as Directors for a one-year term and until their successors are duly elected and qualified. 01. Wendy Arlin 06. H. Charles Floyd 02. Michael J. Bender 07. Robbin Mitchell 03. Ashley Buchanan 08. Jonas Prising 04. Yael Cosset 09. John E. Schlifske 05. Christine Day 10. Adolfo Villagomez KOHL’S CORPORATION YOUR VOTE IS IMPORTANT Please take a moment now to vote your shares of Kohl’s Corporation for the upcoming Annual Meeting of Shareholders. YOU CAN VOTE TODAY USING ANY OF THE FOLLOWING METHODS: Submit your proxy by Internet Please access https://www.fcrvote.com/KSS (please note you must type an “s” after “http”). Then, simply follow the easy instructions on the voting site. You will be required to provide the unique Control Number printed below. OR Submit your proxy by Telephone Please call toll-free in the U.S. or Canada at 866-402-3905 on a touch-tone telephone. Then, simply follow the easy voice prompts. You will be required to provide the unique Control Number printed below. CONTROL NUMBER: OR Submit your proxy by Mail If you do not have access to a touch-tone telephone or to the internet, please complete, sign, date and return the proxy card in the postage paid envelope provided to: Kohl’s Corporation, c/o First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095. X 6TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED6 Please mark vote as in this sample 2. To approve, by an advisory vote, the compensation of our Named Executive Officers. 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026. 4. Shareholder Proposal — Shareholder Vote on Executive Severance Payments Date: , 2025 Signature Signature (if jointly held) Title(s) Please sign EXACTLY as name appears at the left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full related title. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. You may submit your proxy by telephone or internet 24 hours a day, 7 days a week. Your telephone or internet vote authorizes the Proxyholder(s) to vote your shares in the same manner as if you had marked, signed, and returned a proxy card. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR ALL OF THE NOMINEES IN PROPOSAL 1, FOR PROPOSALS 2 AND 3, AND AGAINST PROPOSAL 4. PROPOSALS 1, 2, AND 3 ARE BEING PROPOSED BY KOHL’S CORPORATION. PROPOSAL 4 IS BEING PROPOSED BY A SHAREHOLDER. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN | |||
1. To elect the individuals nominated by our Board of Directors to serve as Directors for a one-year term and until their successors are duly elected and qualified. 01. Wendy Arlin 06. H. Charles Floyd 02. Michael J. Bender 07. Robbin Mitchell 03. Ashley Buchanan 08. Jonas Prising 04. Yael Cosset 09. John E. Schlifske 05. Christine Day 10. Adolfo Villagomez KOHL’S CORPORATION YOUR VOTE IS IMPORTANT Please take a moment now to vote your shares of Kohl’s Corporation for the upcoming Annual Meeting of Shareholders. YOU CAN VOTE TODAY USING ANY OF THE FOLLOWING METHODS: Submit your proxy by Internet Please access https://www.fcrvote.com/KSS (please note you must type an “s” after “http”). Then, simply follow the easy instructions on the voting site. You will be required to provide the unique Control Number printed below. OR Submit your proxy by Telephone Please call toll-free in the U.S. or Canada at 866-402-3905 on a touch-tone telephone. Then, simply follow the easy voice prompts. You will be required to provide the unique Control Number printed below. CONTROL NUMBER: OR Submit your proxy by Mail If you do not have access to a touch-tone telephone or to the internet, please complete, sign, date and return the proxy card in the postage paid envelope provided to: Kohl’s Corporation, c/o First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095. X 6TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED6 Please mark vote as in this sample 2. To approve, by an advisory vote, the compensation of our Named Executive Officers. 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026. 4. Shareholder Proposal — Shareholder Vote on Executive Severance Payments Date: , 2025 Signature Signature (if jointly held) Title(s) Please sign EXACTLY as name appears at the left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full related title. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. You may submit your proxy by telephone or internet 24 hours a day, 7 days a week. Your telephone or internet vote authorizes the Proxyholder(s) to vote your shares in the same manner as if you had marked, signed, and returned a proxy card. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR ALL OF THE NOMINEES IN PROPOSAL 1, FOR PROPOSALS 2 AND 3, AND AGAINST PROPOSAL 4. PROPOSALS 1, 2, AND 3 ARE BEING PROPOSED BY KOHL’S CORPORATION. PROPOSAL 4 IS BEING PROPOSED BY A SHAREHOLDER. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN | |||
1. To elect the individuals nominated by our Board of Directors to serve as Directors for a one-year term and until their successors are duly elected and qualified. 01. Wendy Arlin 06. H. Charles Floyd 02. Michael J. Bender 07. Robbin Mitchell 03. Ashley Buchanan 08. Jonas Prising 04. Yael Cosset 09. John E. Schlifske 05. Christine Day 10. Adolfo Villagomez KOHL’S CORPORATION YOUR VOTE IS IMPORTANT Please take a moment now to vote your shares of Kohl’s Corporation for the upcoming Annual Meeting of Shareholders. YOU CAN VOTE TODAY USING ANY OF THE FOLLOWING METHODS: Submit your proxy by Internet Please access https://www.fcrvote.com/KSS (please note you must type an “s” after “http”). Then, simply follow the easy instructions on the voting site. You will be required to provide the unique Control Number printed below. OR Submit your proxy by Telephone Please call toll-free in the U.S. or Canada at 866-402-3905 on a touch-tone telephone. Then, simply follow the easy voice prompts. You will be required to provide the unique Control Number printed below. CONTROL NUMBER: OR Submit your proxy by Mail If you do not have access to a touch-tone telephone or to the internet, please complete, sign, date and return the proxy card in the postage paid envelope provided to: Kohl’s Corporation, c/o First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095. X 6TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED6 Please mark vote as in this sample 2. To approve, by an advisory vote, the compensation of our Named Executive Officers. 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026. 4. Shareholder Proposal — Shareholder Vote on Executive Severance Payments Date: , 2025 Signature Signature (if jointly held) Title(s) Please sign EXACTLY as name appears at the left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full related title. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. You may submit your proxy by telephone or internet 24 hours a day, 7 days a week. Your telephone or internet vote authorizes the Proxyholder(s) to vote your shares in the same manner as if you had marked, signed, and returned a proxy card. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR ALL OF THE NOMINEES IN PROPOSAL 1, FOR PROPOSALS 2 AND 3, AND AGAINST PROPOSAL 4. PROPOSALS 1, 2, AND 3 ARE BEING PROPOSED BY KOHL’S CORPORATION. PROPOSAL 4 IS BEING PROPOSED BY A SHAREHOLDER. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN | |||
Mr. Boneparth served as Director until May 15, 2024, and he did not stand for reelection at the 2024 Annual Meeting of Shareholders. | |||
Michael J. Bender Former President and Chief Executive Officer, Eyemart Express, LLC | |||
Ms. Jenkins served as a Director until May 15, 2024, and she did not stand for reelection at the 2024 Annual Meeting of Shareholders. | |||
1. To elect the individuals nominated by our Board of Directors to serve as Directors for a one-year term and until their successors are duly elected and qualified. 01. Wendy Arlin 06. H. Charles Floyd 02. Michael J. Bender 07. Robbin Mitchell 03. Ashley Buchanan 08. Jonas Prising 04. Yael Cosset 09. John E. Schlifske 05. Christine Day 10. Adolfo Villagomez KOHL’S CORPORATION YOUR VOTE IS IMPORTANT Please take a moment now to vote your shares of Kohl’s Corporation for the upcoming Annual Meeting of Shareholders. YOU CAN VOTE TODAY USING ANY OF THE FOLLOWING METHODS: Submit your proxy by Internet Please access https://www.fcrvote.com/KSS (please note you must type an “s” after “http”). Then, simply follow the easy instructions on the voting site. You will be required to provide the unique Control Number printed below. OR Submit your proxy by Telephone Please call toll-free in the U.S. or Canada at 866-402-3905 on a touch-tone telephone. Then, simply follow the easy voice prompts. You will be required to provide the unique Control Number printed below. CONTROL NUMBER: OR Submit your proxy by Mail If you do not have access to a touch-tone telephone or to the internet, please complete, sign, date and return the proxy card in the postage paid envelope provided to: Kohl’s Corporation, c/o First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095. X 6TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED6 Please mark vote as in this sample 2. To approve, by an advisory vote, the compensation of our Named Executive Officers. 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026. 4. Shareholder Proposal — Shareholder Vote on Executive Severance Payments Date: , 2025 Signature Signature (if jointly held) Title(s) Please sign EXACTLY as name appears at the left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full related title. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. You may submit your proxy by telephone or internet 24 hours a day, 7 days a week. Your telephone or internet vote authorizes the Proxyholder(s) to vote your shares in the same manner as if you had marked, signed, and returned a proxy card. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR ALL OF THE NOMINEES IN PROPOSAL 1, FOR PROPOSALS 2 AND 3, AND AGAINST PROPOSAL 4. PROPOSALS 1, 2, AND 3 ARE BEING PROPOSED BY KOHL’S CORPORATION. PROPOSAL 4 IS BEING PROPOSED BY A SHAREHOLDER. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN | |||
John E. Schlifske Former Chair and Chief Executive Officer, The Northwestern Mutual Life Insurance Company | |||
Messrs. Buchanan, Hand, and Jones and Mses. Timm and Mc Feeney are party to substantially identical Executive Compensation Agreements that provide the following payments and other benefits upon a termination of employment or a change of control of Kohl’s. Except as otherwise provided below, the following sections describe the arrangements and benefits in place with the CEO and these Named Executive Officers as of the last day of Fiscal 2024, which entitle them to payments upon certain terminations of employment or a change of control of Kohl’s. Consistent with our Executive Officer Cash Severance Policy, the total amount of potential cash payments payable to any of these Named Executive Officers under their Executive Compensation Agreements does not exceed 2.99 times the sum of the NEO’s base salary plus target annual bonus opportunity. | |||
1. To elect the individuals nominated by our Board of Directors to serve as Directors for a one-year term and until their successors are duly elected and qualified. 01. Wendy Arlin 06. H. Charles Floyd 02. Michael J. Bender 07. Robbin Mitchell 03. Ashley Buchanan 08. Jonas Prising 04. Yael Cosset 09. John E. Schlifske 05. Christine Day 10. Adolfo Villagomez KOHL’S CORPORATION YOUR VOTE IS IMPORTANT Please take a moment now to vote your shares of Kohl’s Corporation for the upcoming Annual Meeting of Shareholders. YOU CAN VOTE TODAY USING ANY OF THE FOLLOWING METHODS: Submit your proxy by Internet Please access https://www.fcrvote.com/KSS (please note you must type an “s” after “http”). Then, simply follow the easy instructions on the voting site. You will be required to provide the unique Control Number printed below. OR Submit your proxy by Telephone Please call toll-free in the U.S. or Canada at 866-402-3905 on a touch-tone telephone. Then, simply follow the easy voice prompts. You will be required to provide the unique Control Number printed below. CONTROL NUMBER: OR Submit your proxy by Mail If you do not have access to a touch-tone telephone or to the internet, please complete, sign, date and return the proxy card in the postage paid envelope provided to: Kohl’s Corporation, c/o First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095. X 6TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED6 Please mark vote as in this sample 2. To approve, by an advisory vote, the compensation of our Named Executive Officers. 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026. 4. Shareholder Proposal — Shareholder Vote on Executive Severance Payments Date: , 2025 Signature Signature (if jointly held) Title(s) Please sign EXACTLY as name appears at the left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full related title. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. You may submit your proxy by telephone or internet 24 hours a day, 7 days a week. Your telephone or internet vote authorizes the Proxyholder(s) to vote your shares in the same manner as if you had marked, signed, and returned a proxy card. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR ALL OF THE NOMINEES IN PROPOSAL 1, FOR PROPOSALS 2 AND 3, AND AGAINST PROPOSAL 4. PROPOSALS 1, 2, AND 3 ARE BEING PROPOSED BY KOHL’S CORPORATION. PROPOSAL 4 IS BEING PROPOSED BY A SHAREHOLDER. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN | |||
1. To elect the individuals nominated by our Board of Directors to serve as Directors for a one-year term and until their successors are duly elected and qualified. 01. Wendy Arlin 06. H. Charles Floyd 02. Michael J. Bender 07. Robbin Mitchell 03. Ashley Buchanan 08. Jonas Prising 04. Yael Cosset 09. John E. Schlifske 05. Christine Day 10. Adolfo Villagomez KOHL’S CORPORATION YOUR VOTE IS IMPORTANT Please take a moment now to vote your shares of Kohl’s Corporation for the upcoming Annual Meeting of Shareholders. YOU CAN VOTE TODAY USING ANY OF THE FOLLOWING METHODS: Submit your proxy by Internet Please access https://www.fcrvote.com/KSS (please note you must type an “s” after “http”). Then, simply follow the easy instructions on the voting site. You will be required to provide the unique Control Number printed below. OR Submit your proxy by Telephone Please call toll-free in the U.S. or Canada at 866-402-3905 on a touch-tone telephone. Then, simply follow the easy voice prompts. You will be required to provide the unique Control Number printed below. CONTROL NUMBER: OR Submit your proxy by Mail If you do not have access to a touch-tone telephone or to the internet, please complete, sign, date and return the proxy card in the postage paid envelope provided to: Kohl’s Corporation, c/o First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095. X 6TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED6 Please mark vote as in this sample 2. To approve, by an advisory vote, the compensation of our Named Executive Officers. 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026. 4. Shareholder Proposal — Shareholder Vote on Executive Severance Payments Date: , 2025 Signature Signature (if jointly held) Title(s) Please sign EXACTLY as name appears at the left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full related title. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. You may submit your proxy by telephone or internet 24 hours a day, 7 days a week. Your telephone or internet vote authorizes the Proxyholder(s) to vote your shares in the same manner as if you had marked, signed, and returned a proxy card. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR ALL OF THE NOMINEES IN PROPOSAL 1, FOR PROPOSALS 2 AND 3, AND AGAINST PROPOSAL 4. PROPOSALS 1, 2, AND 3 ARE BEING PROPOSED BY KOHL’S CORPORATION. PROPOSAL 4 IS BEING PROPOSED BY A SHAREHOLDER. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Incentive Plan |
|
Compensation |
|
All Other |
|
|
Name and Principal |
|
Year |
|
Salary |
|
Bonus |
|
Awards |
|
Compensation |
|
Earnings |
|
Compensation |
|
Total |
Position |
|
|
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
Ashley Buchanan |
|
2024 |
|
67,045 |
|
3,750,000 |
|
17,000,000 |
|
— |
|
— |
|
90,691 |
|
20,907,736 |
Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jill Timm |
|
2024 |
|
950,000 |
|
450,000 |
|
2,300,000 |
|
— |
|
— |
|
104,703 |
|
3,804,703 |
|
|
2023 |
|
938,750 |
|
450,000 |
|
3,600,023 |
|
1,057,160 |
|
— |
|
113,205 |
|
6,159,138 |
Chief Financial Officer |
|
2022 |
|
878,333 |
|
— |
|
1,550,040 |
|
— |
|
— |
|
91,255 |
|
2,519,628 |
Fred Hand |
|
2024 |
|
895,833 |
|
— |
|
1,999,999 |
|
— |
|
— |
|
125,012 |
|
3,020,844 |
Senior Executive Vice |
|
2023 |
|
309,896 |
|
525,000 |
|
2,924,994 |
|
293,140 |
|
— |
|
36,389 |
|
4,089,419 |
President, Director of Stores |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nick Jones |
|
2024 |
|
900,000 |
|
— |
|
2,300,000 |
|
— |
|
— |
|
235,074 |
|
3,435,074 |
Chief Merchandising |
|
2023 |
|
781,251 |
|
1,380,000 |
|
1,999,987 |
|
448,560 |
|
— |
|
456,263 |
|
5,066,061 |
Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siobhán Mc Feeney |
|
2024 |
|
745,833 |
|
— |
|
1,499,987 |
|
— |
|
— |
|
85,000 |
|
2,330,820 |
Chief Technology |
|
2023 |
|
712,500 |
|
— |
|
2,099,996 |
|
682,660 |
|
— |
|
85,113 |
|
3,580,269 |
and Digital Officer |
|
2022 |
|
581,250 |
|
— |
|
3,099,970 |
|
— |
|
— |
|
79,660 |
|
3,760,880 |
Thomas A. Kingsbury |
|
2024 |
|
1,475,000 |
|
— |
|
9,099,987 |
|
— |
|
— |
|
461,813 |
|
11,036,800 |
Former Chief |
|
2023 |
|
1,475,000 |
|
— |
|
4,699,989 |
|
2,209,550 |
|
— |
|
578,350 |
|
8,962,889 |
Executive Officer |
|
2022 |
|
240,246 |
|
— |
|
3,775,000 |
|
— |
|
— |
|
412,619 |
|
4,427,865 |
No Customers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Buchanan Ashley | - | 1,766,150 | 0 |
Bender Michael J | - | 476,318 | 0 |
Timm Jill | - | 260,647 | 0 |
Timm Jill | - | 252,089 | 0 |
Kingsbury Thomas | - | 227,997 | 0 |
Raymond Christie | - | 187,603 | 0 |
Raymond Christie | - | 187,050 | 0 |
Kingsbury Thomas | - | 177,762 | 0 |
Hand Fred | - | 159,653 | 0 |
Mc Feeney Siobhan | - | 146,465 | 0 |
Kent Jennifer J. | - | 133,212 | 0 |
Kent Jennifer J. | - | 132,701 | 0 |
Mc Feeney Siobhan | - | 128,048 | 0 |
Alves David | - | 105,318 | 0 |
Jones Nicholas D. G. | - | 59,435 | 0 |
Arlin Wendy C. | - | 37,002 | 0 |
COSSET YAEL | - | 27,590 | 0 |