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1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended February 2, 2013
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 number 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, Menomonee Falls, Wisconsin 53051
(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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes X No .
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No X .
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 whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files). 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. .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer X Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller
reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No X .
At July 27, 2012, the aggregate market value of the voting stock of the Registrant held by stockholders who were not affiliates of the
Registrant was approximately $11.4 billion (based upon the closing price of Registrant’s Common Stock on the New York Stock Exchange on
such date). At March 13, 2013, the Registrant had outstanding an aggregate of 222,010,520 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 16, 2013 are incorporated into
Parts II and III.

Table of contents

  • Page 1
    ... 27, 2012, the aggregate market value of the voting stock of the Registrant held by stockholders who were not affiliates of the Registrant was approximately $11.4 billion (based upon the closing price of Registrant's Common Stock on the New York Stock Exchange on such date). At March 13, 2013, the...

  • Page 2
    ... and Financial Disclosures ...Controls and Procedures ...Other Information ... PART III...Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 3
    ... exclusive brands include Food Network, Jennifer Lopez, Marc Anthony, Rock & Republic and Simply Vera Vera Wang. We frequently launch new brands in order to maintain freshness in our inventory assortment and drive customer traffic to our stores and website. In 2012, we launched Rock & Republic and...

  • Page 4
    ..., ship merchandise to each store by contract carrier several times a week. We also operate four fulfillment centers that service our E-Commerce business. See Item 2, "Properties," for additional information about our distribution centers. Employees As of February 2, 2013, we employed approximately...

  • Page 5
    ... used in our private label program. Available Information Our corporate website is www.KohlsCorporation.com. Through the "Investor Relations" portion of this website, we make available, free of charge, our proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports...

  • Page 6
    ... relate to the date made, and we undertake no obligations to update them. Our sales and gross margin could be negatively impacted by a number of factors including, but not limited to those described below. Many of these risk factors are outside of our control. If we are not successful in managing...

  • Page 7
    ... number of customers that shop our stores and website and increase our sales. If our marketing programs are not successful, our sales and profitability could be adversely affected. • Damage to the reputation of the Kohl's brand or our private and exclusive brands. We believe the Kohl's brand name...

  • Page 8
    ...that our ECommerce business will become as profitable as our stores. Our inability to raise additional capital and maintain bank credit on favorable terms could adversely affect our business and financial condition. We have historically relied on the public debt markets to raise capital to partially...

  • Page 9
    ...100,000 to 150,000 people. Our "urban" stores, currently located in the New York and Chicago markets, serve very densely populated areas of up to 500,000 people and average approximately 125,000 gross square feet of retail space. Our typical lease has an initial term of 20-25 years and four to eight...

  • Page 10
    ... following tables summarize key information about our stores. Number of Stores 2011 Net Change 2012 Selling Square Footage 2012 (In Thousands) Mid...Ohio ...South Dakota ...Wisconsin ...Total Midwest...Northeast Region: Connecticut...Maine...Massachusetts ...New Hampshire ...New Jersey...New York......

  • Page 11
    ... 326 649 874 1,190 98 17,500 83,098 Number of Stores by Store Type 2011 Net Additions 2012 2011 Number of Stores by Location Net Additions 2012 Prototype...Small...Urban ... 987 135 5 1,127 - 19 - 19 987 154 5 1,146 Strip centers...Community & regional malls.. Freestanding ... 764 83 280 1,127...

  • Page 12
    ... is leased. Corporate Facilities We own our corporate headquarters in Menomonee Falls, Wisconsin. We also own or lease additional buildings and office space which are used by various corporate departments, including our credit operations. Item 3. Legal Proceedings We are not currently a party to...

  • Page 13
    ... Annual Report on Form 10-K, the Sarbanes-Oxley Act Section 302 certifications. In 2012, Kevin Mansell, our Chief Executive Officer, submitted a certification with the New York Stock Exchange ("NYSE") in accordance with Section 303A.12 of the NYSE Listed Company Manual stating that, as of the date...

  • Page 14
    ... Jan 28, 2012 Feb 2, 2013 Kohl's Corporation...S&P 500 Index ...S&P 500 Department Stores Index .. $100.00 100.00 100.00 $79.93 60.63 47.24 $109.67 80.72 78.97 $111.47 97.88 90.57 $103.73 103.10 102.42 $105.04 121.25 105.59 (e) Recent Sales of Unregistered Securities; Use of Proceeds from...

  • Page 15
    ... of the employees' restricted stock during the three fiscal months ended February 2, 2013: 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 (In Millions) Period Total Number of...

  • Page 16
    ...sales: Gross margin...Operating income...Net income ...Total square feet of selling space (in thousands) ...Number of stores open (end of period) ...Return on average shareholders' equity (d) ...Balance Sheet Data (end of period): Working capital...Property and equipment, net ...Total assets ...Long...

  • Page 17
    ... operated 1,146 stores as of year-end. In 2012, we opened 21 new stores, including one relocated store, closed one store and remodeled 50 stores. 2013 Outlook Our current expectations for fiscal 2013 compared to 2012 are as follows: Total sales ...Comparable store sales ...Gross margin as a percent...

  • Page 18
    ...open for the full current period, excluding E-Commerce. 2012 excludes the impact of the 53rd week. The changes in net sales were due to the following: 2012 2011 $ Comparable store sales: Stores ...$ E-Commerce (a) ...Total (b) ...New stores and other revenues ...Net change before 53rd week ...Sales...

  • Page 19
    ... 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; and terms cash discount. Our gross margin may not be comparable with that of other retailers because...

  • Page 20
    ... costs; net revenues from our Kohl's credit card operations; and other administrative revenues and expenses. SG&A also includes the costs incurred prior to new store openings, such as advertising, hiring and training costs for new employees, processing and transporting initial merchandise...

  • Page 21
    ... launches in our history. The 53rd week in 2012 also had a positive impact on marketing costs as a percent of sales. SG&A for 2011 increased $53 million, or 1%, over 2010, but decreased as a percentage of net sales. SG&A increased primarily due to store growth, increased advertising, and investments...

  • Page 22
    ...timing of new stores, distribution centers and E-Commerce fulfillment centers opened and remodeled; the mix of owned, leased or acquired stores; and IT spending. We do not anticipate that our expansion plans will be limited by any restrictive covenants in our financing agreements. Sales of long-term...

  • Page 23
    ...activities used cash of $2.4 billion in 2011 and $983 million in 2010. The increase is primarily due to treasury stock purchases in the fourth quarter of 2011. Key financial ratios. The following ratios provide certain measures of our liquidity, capital structure and return on investments. 2012 2011...

  • Page 24
    ... in stores, distribution centers and technology increased more than profitability. We believe that ROI is a useful financial measure in evaluating our operating performance. When analyzed in conjunction with our net earnings and total assets and compared with return on assets, it provides investors...

  • Page 25
    ... ...(478) Other long-term liabilities...2,573 Capitalized rent (c)...Gross Investment ("AGI") ...$ 17,800 Return on Assets ("ROA") (d) ...Return on Gross Investment ("ROI") (e) ...(a) (b) (c) (d) (e) Represents average of 5 most recent quarter end balances Represents excess cash not required for...

  • Page 26
    The following table includes our leverage ratio calculation, as defined by our debt agreements as of February 2, 2013: (Dollars in Millions) Total Debt...$ Permitted Exclusions...Subtotal ...Rent x 8 ...Included Indebtedness...$ Net Worth...$ Investments (accounted for under equity method)......

  • Page 27
    ... date. (c) Our other commitments include legally binding minimum lease and interest payments for stores opening in 2013 or later, as well as payments associated with technology agreements. We have not included $126 million of long-term liabilities for unrecognized tax benefits and the related...

  • Page 28
    ... an annual physical inventory count at the majority of our stores, distribution centers and E-Commerce fulfillment centers. The shrink reserve is based on sales and actual shrink results from previous inventories. We did not make any material changes in the methodologies used to value our inventory...

  • Page 29
    ... cash flows associated with an individual store, management estimates future store performance including sales growth rates, gross margin and controllable expenses, such as store payroll and occupancy expense. Projected cash flows must be estimated for future periods throughout the remaining life...

  • Page 30
    ... the average 2012 variable rate cash equivalents and long-term investments increased by 100 basis points, our annual interest income would also increase by approximately $9 million assuming comparable investment levels. We share in the net risk-adjusted revenue of the Kohl's credit card portfolio as...

  • Page 31
    ... we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. It should be noted that the design of any system of controls is based in part upon...

  • Page 32
    ... of the Company as of February 2, 2013 and January 28, 2012, and the related consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows for each of the three years in the period ended February 2, 2013 of Kohl's Corporation and our report dated March 22...

  • Page 33
    ...-Product Development since October 2004. Ms. Eskenasi began her retail career in 1977. Mr. McDonald was promoted to Senior Executive Vice President, Chief Financial Officer in November 2010 and is responsible for financial planning and analysis, investor relations, financial reporting, accounting...

  • Page 34
    Members of our Board of Directors as of March 13, 2013 were as follows: John E. Schlifske(a) (c) Chairman and Chief Executive Officer Northwestern Mutual Life Insurance Company Frank V. Sica (b)* (c) Managing Partner, Tailwind Capital Peter M. Sommerhauser Shareholder, Godfrey & Kahn, S.C. Law Firm ...

  • Page 35
    ... Certain Beneficial Owners and Management and Related Stockholder Matters See the information provided in the "Security Ownership of Certain Beneficial Owners, Directors and Management" and "Equity Compensation Plan Information" sections of our 2013 Proxy, which information is incorporated herein by...

  • Page 36
    ... (Principal Executive Officer) /S/ WESLEY S. MCDONALD Wesley S. McDonald Senior Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) Dated: March 22, 2013 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below...

  • Page 37
    ... long-term debt described in Note 2 and not filed herewith. 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...

  • Page 38
    ... filed on March 26, 2010 in connection with the Company's 2010 Annual Meeting.* Form of Executive Stock Option Agreement pursuant to the Kohl's Corporation 2010 Long Term Compensation Plan, incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the fiscal...

  • Page 39
    Exhibit Number Description 31.1 31.2 32.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of the Chief Executive Officer ...

  • Page 40
    ... Financial Statements Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Income...Consolidated Statements of Comprehensive Income...Consolidated Statements of Changes in Shareholders' Equity ...Consolidated Statements of Cash...

  • Page 41
    ...sheets of Kohl's Corporation (the Company) as of February 2, 2013 and January 28, 2012, and the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended February 2, 2013. These financial statements...

  • Page 42
    KOHL'S CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars In Millions) February 2, 2013 January 28, 2012 Assets Current assets: 537 Cash and cash equivalents ...$ 3,748 Merchandise inventories...122 Deferred income taxes ...312 Other ...4,719 Total current assets ...8,872 Property and equipment, net ...

  • Page 43
    KOHL'S CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In Millions, Except per Share Data) 2012 2011 2010 Net sales ...$ 19,279 Cost of merchandise sold (exclusive of depreciation shown separately below) ...12,289 6,990 Gross margin ...Operating expenses: 4,267 Selling, general, and administrative ...

  • Page 44
    KOHL'S CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (In Millions, Except per Share Data) Accumulated Other Comprehensive Income (Loss) Common Stock Paid-In Capital Treasury Stock Shares Amount Retained Earnings Total Balance at January 30, 2010 ...Comprehensive income ...

  • Page 45
    ... financing costs ...- Interest rate hedge payment ...- Long-term debt payments ...12 Proceeds from financing obligations ...(111) Capital lease and financing obligation payments...68 Proceeds from stock option exercises ...4 Excess tax benefits from share-based compensation ...Net cash used in...

  • Page 46
    ... Business As of February 2, 2013, Kohl's Corporation operated 1,146 family-oriented department stores and a website (www.Kohls.com) that feature exclusive and national brand apparel, footwear, accessories, soft home products and housewares targeted to middle-income customers. Our stores are located...

  • Page 47
    ... Payroll and related fringe benefits ...Sales, property and use taxes ...Accrued construction costs ...Credit card liabilities ...Other...$ 275 101 153 65 120 272 986 $ 302 202 166 105 79 293 $ 1,147 The various liabilities to customers include gift cards and merchandise return cards that have...

  • Page 48
    ... merchandise inventory as of January 28, 2012. Self-Insurance We use 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 our associates. Liabilities associated...

  • Page 49
    ...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...

  • Page 50
    ... when the advertisement is first seen. Advertising costs, net of related vendor allowances, were as follows: 2012 2011 (In Millions) 2010 Gross advertising costs...$1,163 Vendor allowances ...(170) Net advertising costs ...$ 993 Net advertising costs as a percent of net sales ...5.2% $ 1,123 (161...

  • Page 51
    ..., including stock options and nonvested stock awards, is generally recognized on a straight-line basis over the vesting period based on the fair value of awards which are expected to vest. The fair value of all share-based awards is estimated on the date of grant. 2. Debt Long-term debt consists...

  • Page 52
    ...-party pricing models which utilized a discounted cash flow model for each of the securities as there was no recent activity in the secondary markets in these types of securities. This model used a combination of observable inputs which were developed using publicly available market data obtained...

  • Page 53
    ... of our long-term investments: 2012 2011 (In Millions) Balance at beginning of year...$ Sales ...Unrealized gains...Balance at end of year ...$ 153 $ (109) 9 53 $ 277 (145) 21 153 Our senior debt is classified as a Level 1 pricing category and had an estimated fair market value of $2.7 billion...

  • Page 54
    ... earlier periods are presently being audited. The earliest open period is 2003. Certain states have proposed adjustments which we are currently appealing. If we do not prevail on our appeals, we do not anticipate that the adjustments would result in a material change in our financial position. F-15

  • Page 55
    ... pursuant to the Kohl's Corporation 2010 Long-Term Compensation Plan, which provides for the granting of various forms of equity-based awards, including nonvested stock and options to purchase shares of our common stock, to officers, key employees and directors. As of February 2, 2013, there were 18...

  • Page 56
    KOHL'S CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 7. Stock-Based Compensation (continued) All stock options have an exercise price equal to the fair market value of the common stock on the date of grant. The fair value of each option award is estimated using a Black-Scholes ...

  • Page 57
    KOHL'S CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 7. Stock-Based Compensation (continued) The intrinsic value of outstanding and exercisable stock options represents the excess of our closing stock price on February 2, 2013 ($46.01) over the exercise price multiplied by the ...

  • Page 58
    ... control. 9. Quarterly Financial Information (Unaudited) Each quarterly period below was a 13-week accounting period, with the exception of the fourth quarter of 2012, which was a 14-week period. 2012 First Second Third Fourth (In Millions, Except per Share Data) Net sales ...Gross margin ...Net...

  • Page 59
    ... position of Chairman of the Board, President and Chief Executive Officer and such other duties and responsibilities as may be assigned from time to time by the Board. Executive shall devote Executive's entire business time, attention and energies exclusively to the business interests of the Company...

  • Page 60
    ... the Board. 2.2 Benefit Plans and Fringe Benefits. During the Initial Term and the Renewal Term, Executive will be eligible to participate in the plans, programs and policies Company may from time to time make available to its executive employees, including, without limitation (i) family health and...

  • Page 61
    ... terms of any such plans or programs, and Executive's eligibility to participate in them, shall be established by the Board at its sole discretion. Executive acknowledges and agrees that the Company may amend, modify or terminate any of such plans or programs at any time at its discretion. ARTICLE...

  • Page 62
    ... of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. 3.2 Rights Upon Termination. (a) Termination By Company for Cause, By Executive Other Than For Good Reason or By Executive's Non-Renewal. If Executive's employment is terminated by...

  • Page 63
    ...reduced by any compensation (including any payments from the Company or any benefit plans, policies or programs sponsored by the Company) earned or received by Executive during the six (6) month period following the date of termination and the six (6) month period during which Executive receives the...

  • Page 64
    ... outplacement service company ("Outplacement Services"); and (E) Health Insurance Continuation (defined below). For purposes of this Section 3.2(d), "Severance Payment" means an amount equal to the sum of: (x) Executive's Base Salary for the period of time equal to the remainder of the Initial Term...

  • Page 65
    ... dependant under the terms of the applicable insurance and medical plans had Executive been living. Company's responsibility to provide Health Insurance Continuation shall at all times be contingent upon: (1) (2) the Health Insurance Benefits being reasonably available to the Company with respect to...

  • Page 66
    ... nonTrade Secret or proprietary information of the Company which has value to the Company and which is not known to the public or the Company's competitors, generally, including, but not limited to, strategic growth plans, pricing policies and strategies, employment records and policies, operational...

  • Page 67
    ... scope of Executive's employment without use of Confidential Information or Trade Secrets. ARTICLE V RESTRICTED SERVICES OBLIGATION 5.1 Acknowledgments. Executive acknowledges and agrees that the Company is one of the leading retail companies in the United States, with department stores throughout...

  • Page 68
    ... of this Article VI, the term "Company" means Kohl's Department Stores, Inc. and its parent companies, subsidiaries and other affiliates. 6.2 Business Ideas. The term "Business Ideas" as used in this Agreement means all ideas, inventions, data, software, developments and copyrightable works, whether...

  • Page 69
    ... to this Section 8.1): (a) If to the Company: Kohl's Department Stores, Inc. N56 W17000 Ridgewood Drive Menomonee Falls, WI 53051 Attn: Richard D. Schepp, General Counsel (b) If to Executive: Any notice to be given to the Executive may be addressed to him at the address as it appears on the payroll...

  • Page 70
    .... The Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) reasonably incurred by the Executive as they become due as a result of a position taken in good faith by the Executive with respect to (i) the Executive's termination of employment...

  • Page 71
    ...with the Company and Executive's continued employment by the Company, and the benefits provided to Executive under this Agreement, constitute the consideration for Executive's undertakings hereunder. 8.10 Amendment. This Agreement may be altered, amended or modified only in a writing, signed by both...

  • Page 72
    IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. KOHL'S DEPARTMENT STORES, INC. KOHL'S CORPORATION By: /s/Richard D. Schepp Richard D. Schepp Senior Executive Vice President, General Counsel/Secretary EXECUTIVE: /s/Kevin Mansell Kevin Mansell 14

  • Page 73
    EXHIBIT A BASE COMPENSATION Executive's annual base compensation as of April 1, 2012 is One Million Three Hundred Twenty Nine Thousand Three Hundred and no/100 Dollars ($1,329,300). 15

  • Page 74
    EXHIBIT B PRIOR OBLIGATIONS None. 16

  • Page 75
    ... to the position of Chief Merchandising Officer and such other duties and responsibilities as may be assigned from time to time by Executive's supervisor and/or the Company's Board. Executive shall devote Executive's entire business time, attention and energies exclusively to the business interests...

  • Page 76
    ... governing body of any for-profit entity other than the Company, unless first approved in writing by the Company's Board. ARTICLE II COMPENSATION AND OTHER BENEFITS 2.1 Base Salary. During the Initial Term and the Renewal Term, the Company shall pay Executive an annual base salary as described in...

  • Page 77
    ... for a period of not less than three (3) months under an accident and health plan covering employees of the Company. A determination of Disability shall be made by the Company, which may, at its sole discretion, consult with a physician or physicians satisfactory to the Company, and Executive shall...

  • Page 78
    ... of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. 3.2 Rights Upon Termination. (a) Termination By Company for Cause, By Executive Other Than For Good Reason or By Executive's Non-Renewal. If Executive's employment is terminated by...

  • Page 79
    ... unvested stock options shall lapse and be forfeited as of such date. (d) Reason. i. No Change of Control. If Executive's employment is terminated by the Company pursuant to Section 3.1(a), above, or by Executive pursuant to Section 3.1(c), above, and such termination does not occur three (3) months...

  • Page 80
    ... executives of the Company; (D) Health Insurance Continuation (defined below) for the period of time equal to the remainder of the then-current Renewal Term, but not to exceed two and nine-tenths (2.9) years following the effective date of Executive's termination; and (E) Outplacement Services...

  • Page 81
    ... dependant under the terms of the applicable insurance and medical plans had Executive been living. Company's responsibility to provide Health Insurance Continuation shall at all times be contingent upon: (1) (2) the Health Insurance Benefits being reasonably available to the Company with respect to...

  • Page 82
    ... compensation earned or received by Executive from other sources. Return of Records. Upon termination of employment, for whatever reason, or upon 3.3 request by the Company at any time, Executive shall immediately return to the Company all documents, records, and materials belonging and/or relating...

  • Page 83
    ... or the Company's competitors, generally, including, but not limited to, strategic growth plans, pricing policies and strategies, employment records and policies, operational methods, marketing plans and strategies, advertising plans and strategies, product development techniques and plans, business...

  • Page 84
    ... scope of Executive's employment without use of Confidential Information or Trade Secrets. ARTICLE V RESTRICTED SERVICES OBLIGATION 5.1 Acknowledgments. Executive acknowledges and agrees that the Company is one of the leading retail companies in the United States, with department stores throughout...

  • Page 85
    ... of this Article VI, the term "Company" means Kohl's Department Stores, Inc. and its parent companies, subsidiaries and other affiliates. 6.2 Business Ideas. The term "Business Ideas" as used in this Agreement means all ideas, inventions, data, software, developments and copyrightable works, whether...

  • Page 86
    ... to this Section 8.1): (a) If to the Company: Kohl's Department Stores, Inc. N56 W17000 Ridgewood Drive Menomonee Falls, WI 53051 Attn: Richard D. Schepp, General Counsel (b) If to Executive: Any notice to be given to the Executive may be addressed to him at the address as it appears on the payroll...

  • Page 87
    ...the Company to make himself/herself available to and to cooperate with the Company, at its request, in connection with any legal proceedings or other matters in which it is or may become involved. Following Executive's employment with the Company, the Company agrees to pay reasonable compensation to...

  • Page 88
    ... Section 409A, the Company and Executive agree to amend this Agreement in a manner that brings this Agreement into compliance with Code Section 409A and preserves to the maximum extent possible the economic value of the relevant payment or benefit under this Agreement to Executive. [Signatures on...

  • Page 89
    IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. KOHL'S DEPARTMENT STORES, INC.: By: /s/Kevin Mansell Kevin Mansell, Chairman, President and Chief Executive Officer EXECUTIVE: /s/Donald A. Brennan Donald A. Brennan EXHIBIT A 15

  • Page 90
    BASE COMPENSATION Executive's annual base compensation as of the date of this Agreement is Nine Hundred Twenty Thousand Two Hundred Fifty and no/100 Dollars ($920,250). 16

  • Page 91
    EXHIBIT B PRIOR OBLIGATIONS None. 17

  • Page 92
    ... to the position of Chief Administrative Officer and such other duties and responsibilities as may be assigned from time to time by Executive's supervisor and/or the Company's Board. Executive shall devote Executive's entire business time, attention and energies exclusively to the business interests...

  • Page 93
    ... governing body of any for-profit entity other than the Company, unless first approved in writing by the Company's Board. ARTICLE II COMPENSATION AND OTHER BENEFITS 2.1 Base Salary. During the Initial Term and the Renewal Term, the Company shall pay Executive an annual base salary as described in...

  • Page 94
    ... for a period of not less than three (3) months under an accident and health plan covering employees of the Company. A determination of Disability shall be made by the Company, which may, at its sole discretion, consult with a physician or physicians satisfactory to the Company, and Executive shall...

  • Page 95
    ... of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. 3.2 Rights Upon Termination. (a) Termination By Company for Cause, By Executive Other Than For Good Reason or By Executive's Non-Renewal. If Executive's employment is terminated by...

  • Page 96
    ... unvested stock options shall lapse and be forfeited as of such date. (d) Reason. i. No Change of Control. If Executive's employment is terminated by the Company pursuant to Section 3.1(a), above, or by Executive pursuant to Section 3.1(c), above, and such termination does not occur three (3) months...

  • Page 97
    ... executives of the Company; (D) Health Insurance Continuation (defined below) for the period of time equal to the remainder of the then-current Renewal Term, but not to exceed two and nine-tenths (2.9) years following the effective date of Executive's termination; and (E) Outplacement Services...

  • Page 98
    ... terms of the applicable insurance and medical plans had Executive been living. Company's responsibility to provide Health Insurance Continuation shall at all times be contingent upon: (1) the Health Insurance Benefits being reasonably available to the Company with respect to Executive and Executive...

  • Page 99
    ...'s employment with the Company, Executive or Executive's Eligible Dependants, as the case may be, shall reimburse the Company for all premiums paid for Executive's Health Insurance Benefits, as determined by the Company in good faith from time to time. The Company shall provide Executive a quarterly...

  • Page 100
    ... nonTrade Secret or proprietary information of the Company which has value to the Company and which is not known to the public or the Company's competitors, generally, including, but not limited to, strategic growth plans, pricing policies and strategies, employment records and policies, operational...

  • Page 101
    ... scope of Executive's employment without use of Confidential Information or Trade Secrets. ARTICLE V RESTRICTED SERVICES OBLIGATION 5.1 Acknowledgments. Executive acknowledges and agrees that the Company is one of the leading retail companies in the United States, with department stores throughout...

  • Page 102
    ... of this Article VI, the term "Company" means Kohl's Department Stores, Inc. and its parent companies, subsidiaries and other affiliates. 6.2 Business Ideas. The term "Business Ideas" as used in this Agreement means all ideas, inventions, data, software, developments and copyrightable works, whether...

  • Page 103
    ... to this Section 8.1): (a) If to the Company: Kohl's Department Stores, Inc. N56 W17000 Ridgewood Drive Menomonee Falls, WI 53051 Attn: Richard D. Schepp, General Counsel (b) If to Executive: Any notice to be given to the Executive may be addressed to him at the address as it appears on the payroll...

  • Page 104
    ...the Company to make himself/herself available to and to cooperate with the Company, at its request, in connection with any legal proceedings or other matters in which it is or may become involved. Following Executive's employment with the Company, the Company agrees to pay reasonable compensation to...

  • Page 105
    ... Section 409A, the Company and Executive agree to amend this Agreement in a manner that brings this Agreement into compliance with Code Section 409A and preserves to the maximum extent possible the economic value of the relevant payment or benefit under this Agreement to Executive. [Signatures on...

  • Page 106
    IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. KOHL'S DEPARTMENT STORES, INC.: By: /s/Kevin Mansell Kevin Mansell, Chairman, President and Chief Executive Officer EXECUTIVE: /s/John M. Worthington John M. Worthington 15

  • Page 107
    EXHIBIT A BASE COMPENSATION Executive's annual base compensation as of the date of this Agreement is Nine Hundred Twenty Thousand Two Hundred Fifty and no/100 Dollars ($920,250). 16

  • Page 108
    EXHIBIT B PRIOR OBLIGATIONS None. 17

  • Page 109
    ... as of this 1st day of April, 2012, by and between Kohl's Department Stores, Inc. and Kohl's Corporation (collectively referred to in this Agreement as "Company") and Peggy B. Eskenasi ("Executive"). The Company and Executive entered into an Employment Agreement dated as of December 1, 2010 (the...

  • Page 110
    ..., fringe benefits, paid vacation, expense reimbursement and incentive pay plans, which the Company makes available to senior executives of the Company in accordance with the eligibility requirements, terms and conditions of such plans, programs and policies in effect from time to time. Executive...

  • Page 111
    ... for a period of not less than three (3) months under an accident and health plan covering employees of the Company. A determination of Disability shall be made by the Company, which may, at its sole discretion, consult with a physician or physicians satisfactory to the Company, and Executive shall...

  • Page 112
    ... of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. 3.2 Rights Upon Termination. (a) Termination By Company for Cause, By Executive Other Than For Good Reason or By Executive's Non-Renewal. If Executive's employment is terminated by...

  • Page 113
    ... unvested stock options shall lapse and be forfeited as of such date. (d) Reason. i. No Change of Control. If Executive's employment is terminated by the Company pursuant to Section 3.1(a), above, or by Executive pursuant to Section 3.1(c), above, and such termination does not occur three (3) months...

  • Page 114
    ...vesting of any Company stock options granted to Executive prior to the date of termination shall continue as scheduled until the term of this Agreement expires, after which such vesting ceases and any unvested stock options lapse and are forfeited. ii. Change of Control. If Executive's employment is...

  • Page 115
    ... Reconciliation Act of 1985, as amended ("COBRA"), the Company will pay the normal monthly employer's cost of coverage under the Company's group health insurance plans for full-time employees toward such COBRA coverage for the specified period of time, if any, set forth in Sections 3.2(d)(i) and...

  • Page 116
    ... until a date which is six (6) months after Executive's termination of employment, at which point any such delayed payments will be paid to Executive in a lump sum. 3.3 Return of Records. Upon termination of employment, for whatever reason, or upon request by the Company at any time, Executive shall...

  • Page 117
    ... programs and results, source code, short-term and long-range planning, projections, information systems, sales objectives and performance, profits and profit margins, and seasonal plans, goals and objectives. (c) Exclusions. Notwithstanding the foregoing, the terms "Trade Secret" and "Confidential...

  • Page 118
    ... scope of Executive's employment without use of Confidential Information or Trade Secrets. ARTICLE V RESTRICTED SERVICES OBLIGATION 5.1 Acknowledgments. Executive acknowledges and agrees that the Company is one of the leading retail companies in the United States, with department stores throughout...

  • Page 119
    ... to this Section 8.1): (a) If to the Company: Kohl's Department Stores, Inc. N56 W17000 Ridgewood Drive Menomonee Falls, WI 53051 Attn: Kevin Mansell, Chairman, President, and CEO (b) If to Executive: Any notice to be given to the Executive may be addressed to him at the address as it appears on the...

  • Page 120
    ... as an employee for the Company. (b) Confidential Information of Others. Executive certifies that Executive has not, and will not, disclose or use during Executive's time as an employee of the Company, any confidential information which Executive acquired as a result of any previous employment or...

  • Page 121
    ... shall not control or affect the meaning or construction of any of its provisions. 8.9 Consideration. Execution of this Agreement is a condition of Executive's continued employment with the Company and Executive's continued employment by the Company, and the benefits provided to Executive under this...

  • Page 122
    ... Section 409A Compliance. The Company and Executive intend that any amounts or benefits payable or provided under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the treasury regulations relating thereto so as not to subject Executive to the payment of the...

  • Page 123
    IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. KOHL'S DEPARTMENT STORES, INC.: By: /s/Kevin Mansell Kevin Mansell, Chairman, President and Chief Executive Officer EXECUTIVE: By: /s/Peggy B. Eskenasi Peggy B. Eskenasi 15

  • Page 124
    EXHIBIT A BASE COMPENSATION Executive's annual base compensation as of the date of this Agreement is Eight Hundred Eighteen Thousand and no/100 Dollars ($818,000). 16

  • Page 125
    EXHIBIT B PRIOR OBLIGATIONS None. 17

  • Page 126
    ... the position of Senior Executive Vice President, Chief Financial Officer and such other duties and responsibilities as may be assigned from time to time by Executive's supervisor and/or the Company's Board. Executive shall devote Executive's entire business time, attention and energies exclusively...

  • Page 127
    ..., fringe benefits, paid vacation, expense reimbursement and incentive pay plans, which the Company makes available to senior executives of the Company in accordance with the eligibility requirements, terms and conditions of such plans, programs and policies in effect from time to time. Executive...

  • Page 128
    ... for a period of not less than three (3) months under an accident and health plan covering employees of the Company. A determination of Disability shall be made by the Company, which may, at its sole discretion, consult with a physician or physicians satisfactory to the Company, and Executive shall...

  • Page 129
    ... of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. 3.2 Rights Upon Termination. (a) Termination By Company for Cause, By Executive Other Than For Good Reason or By Executive's Non-Renewal. If Executive's employment is terminated by...

  • Page 130
    ... unvested stock options shall lapse and be forfeited as of such date. (d) Reason. i. No Change of Control. If Executive's employment is terminated by the Company pursuant to Section 3.1(a), above, or by Executive pursuant to Section 3.1(c), above, and such termination does not occur three (3) months...

  • Page 131
    ...vesting of any Company stock options granted to Executive prior to the date of termination shall continue as scheduled until the term of this Agreement expires, after which such vesting ceases and any unvested stock options lapse and are forfeited. ii. Change of Control. If Executive's employment is...

  • Page 132
    ... Reconciliation Act of 1985, as amended ("COBRA"), the Company will pay the normal monthly employer's cost of coverage under the Company's group health insurance plans for full-time employees toward such COBRA coverage for the specified period of time, if any, set forth in Sections 3.2(d)(i) and...

  • Page 133
    ... until a date which is six (6) months after Executive's termination of employment, at which point any such delayed payments will be paid to Executive in a lump sum. 3.3 Return of Records. Upon termination of employment, for whatever reason, or upon request by the Company at any time, Executive shall...

  • Page 134
    ... programs and results, source code, short-term and long-range planning, projections, information systems, sales objectives and performance, profits and profit margins, and seasonal plans, goals and objectives. (c) Exclusions. Notwithstanding the foregoing, the terms "Trade Secret" and "Confidential...

  • Page 135
    ... scope of Executive's employment without use of Confidential Information or Trade Secrets. ARTICLE V RESTRICTED SERVICES OBLIGATION 5.1 Acknowledgments. Executive acknowledges and agrees that the Company is one of the leading retail companies in the United States, with department stores throughout...

  • Page 136
    ... to this Section 8.1): (a) If to the Company: Kohl's Department Stores, Inc. N56 W17000 Ridgewood Drive Menomonee Falls, WI 53051 Attn: Kevin Mansell, Chairman, President, and CEO (b) If to Executive: Any notice to be given to the Executive may be addressed to him at the address as it appears on the...

  • Page 137
    ... as an employee for the Company. (b) Confidential Information of Others. Executive certifies that Executive has not, and will not, disclose or use during Executive's time as an employee of the Company, any confidential information which Executive acquired as a result of any previous employment or...

  • Page 138
    ... shall not control or affect the meaning or construction of any of its provisions. 8.9 Consideration. Execution of this Agreement is a condition of Executive's continued employment with the Company and Executive's continued employment by the Company, and the benefits provided to Executive under this...

  • Page 139
    ... Section 409A Compliance. The Company and Executive intend that any amounts or benefits payable or provided under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the treasury regulations relating thereto so as not to subject Executive to the payment of the...

  • Page 140
    IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. KOHL'S DEPARTMENT STORES, INC.: By: /s/ Kevin Mansell Kevin Mansell, Chairman, President and Chief Executive Officer EXECUTIVE: By: /s/Wesley S. McDonald Wesley S. McDonald 15

  • Page 141
    EXHIBIT A BASE COMPENSATION Executive's annual base compensation as of the date of this Agreement is Eight Hundred Eighteen Thousand and no/100 Dollars ($818,000). 16

  • Page 142
    EXHIBIT B PRIOR OBLIGATIONS None. 17

  • Page 143
    ... as of this 1st day of April, 2012, by and between Kohl's Department Stores, Inc. and Kohl's Corporation (collectively referred to in this Agreement as "Company") and (_____) ("Executive"). The Company and Executive entered into an Employment Agreement dated as of the "Original Agreement"), whereby...

  • Page 144
    ..., fringe benefits, paid vacation, expense reimbursement and incentive pay plans, which the Company makes available to senior executives of the Company in accordance with the eligibility requirements, terms and conditions of such plans, programs and policies in effect from time to time. Executive...

  • Page 145
    ... for a period of not less than three (3) months under an accident and health plan covering employees of the Company. A determination of Disability shall be made by the Company, which may, at its sole discretion, consult with a physician or physicians satisfactory to the Company, and Executive shall...

  • Page 146
    ... of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. 3.2 Rights Upon Termination. (a) Termination By Company for Cause, By Executive Other Than For Good Reason or By Executive's Non-Renewal. If Executive's employment is terminated by...

  • Page 147
    ... unvested stock options shall lapse and be forfeited as of such date. (d) Reason. i. No Change of Control. If Executive's employment is terminated by the Company pursuant to Section 3.1(a), above, or by Executive pursuant to Section 3.1(c), above, and such termination does not occur three (3) months...

  • Page 148
    ...vesting of any Company stock options granted to Executive prior to the date of termination shall continue as scheduled until the term of this Agreement expires, after which such vesting ceases and any unvested stock options lapse and are forfeited. ii. Change of Control. If Executive's employment is...

  • Page 149
    ... Reconciliation Act of 1985, as amended ("COBRA"), the Company will pay the normal monthly employer's cost of coverage under the Company's group health insurance plans for full-time employees toward such COBRA coverage for the specified period of time, if any, set forth in Sections 3.2(d)(i) and...

  • Page 150
    ... until a date which is six (6) months after Executive's termination of employment, at which point any such delayed payments will be paid to Executive in a lump sum. 3.3 Return of Records. Upon termination of employment, for whatever reason, or upon request by the Company at any time, Executive shall...

  • Page 151
    ... programs and results, source code, short-term and long-range planning, projections, information systems, sales objectives and performance, profits and profit margins, and seasonal plans, goals and objectives. (c) Exclusions. Notwithstanding the foregoing, the terms "Trade Secret" and "Confidential...

  • Page 152
    ... scope of Executive's employment without use of Confidential Information or Trade Secrets. ARTICLE V RESTRICTED SERVICES OBLIGATION 5.1 Acknowledgments. Executive acknowledges and agrees that the Company is one of the leading retail companies in the United States, with department stores throughout...

  • Page 153
    ... to this Section 8.1): (a) If to the Company: Kohl's Department Stores, Inc. N56 W17000 Ridgewood Drive Menomonee Falls, WI 53051 Attn: Kevin Mansell, Chairman, President, and CEO (b) If to Executive: Any notice to be given to the Executive may be addressed to him at the address as it appears on the...

  • Page 154
    ... as an employee for the Company. (b) Confidential Information of Others. Executive certifies that Executive has not, and will not, disclose or use during Executive's time as an employee of the Company, any confidential information which Executive acquired as a result of any previous employment or...

  • Page 155
    ... shall not control or affect the meaning or construction of any of its provisions. 8.9 Consideration. Execution of this Agreement is a condition of Executive's continued employment with the Company and Executive's continued employment by the Company, and the benefits provided to Executive under this...

  • Page 156
    amend this Agreement in a manner that brings this Agreement into compliance with Code Section 409A and preserves to the maximum extent possible the economic value of the relevant payment or benefit under this Agreement to Executive. [Signatures on Following Page] 14

  • Page 157
    IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. KOHL'S DEPARTMENT STORES, INC.: By: _____ Kevin Mansell, Chairman, President and Chief Executive Officer EXECUTIVE: By 15

  • Page 158
    Exhibit 12.1 Kohl's Corporation Ratio of Earnings to Fixed Charges (Dollars in Millions) 2012 Earnings Income before income taxes...$ Fixed Charges...Less: interest capitalized during period...$ Fixed charges Interest (expensed or capitalized)...$ Portion of rent expense representative of interest ...

  • Page 159
    Exhibit 21.1 Subsidiaries Name Kohl's Department Stores, Inc. Kohl's Illinois, Inc.* Kohl's Indiana, Inc.* Kohl's Indiana, L.P. Kohl's Michigan, L.P. Kohl's Value Services, Inc.* Kohl's Cares, LLC* KWAL, LLC KCA, LLC* KCA Holdings ULC State of Incorporation or Formation Delaware Nevada Delaware ...

  • Page 160
    ...) of Kohl's Corporation and in the related prospectuses, of our reports dated March 22, 2013, with respect to the consolidated financial statements of Kohl's Corporation and the effectiveness of internal control over financial reporting of Kohl's Corporation, included in this Annual Report (Form...

  • Page 161
    ..., whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Kevin Mansell Kevin Mansell Chairman, President and Chief Executive Officer (Principal Executive Officer) b. Dated: March 22, 2013

  • Page 162
    ... management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Wesley S. McDonald Wesley S. McDonald Senior Executive Vice President and Chief Financial Officer (Principal Financial and Chief Accounting Officer) b. Dated: March...

  • Page 163
    ...the Securities Exchange Act of 1934; and That the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. March 22, 2013 /s/ Kevin Mansell Kevin Mansell Chairman, President and Chief Executive Officer (Principal...

  • Page 164
    ... Exchange Act of 1934; and That the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. March 22, 2013 /s/ Wesley S. McDonald Wesley S. McDonald Senior Executive Vice President and Chief Financial Officer...