Form 10-Q
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 3, 2007

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

 


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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨     No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: December 4, 2007 Common Stock, Par Value $0.01 per Share, 313,670,691 shares outstanding.

 



Table of Contents

KOHL’S CORPORATION

INDEX

 

PART I    FINANCIAL INFORMATION   
Item 1    Financial Statements:   
   Condensed Consolidated Balance Sheets at November 3, 2007, February 3, 2007 and October 28, 2006    3
   Condensed Consolidated Statements of Income for the Three and Nine Months Ended November 3, 2007 and October 28, 2006    4
   Condensed Consolidated Statement of Changes in Shareholders’ Equity for the Nine Months Ended November 3, 2007    5
   Condensed Consolidated Statements of Cash Flows for the Nine Months Ended November 3, 2007 and October 28, 2006    6
   Notes to Condensed Consolidated Financial Statements    7
Item 2    Management’s Discussion and Analysis of Financial Condition and Results of Operations    12
Item 3    Quantitative and Qualitative Disclosures about Market Risk    20
Item 4    Controls and Procedures    20
PART II    OTHER INFORMATION   
Item 1A    Risk Factors    21
Item 2    Unregistered Sales of Equity Securities and Use of Proceeds    21
Item 6    Exhibits    22
   Signatures    23

 

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PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

KOHL'S CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

 

     November 3,
2007
    February 3,
2007
    October 28,
2006
 
     (Unaudited)     (Audited)     (Unaudited)  

Assets

      

Current assets:

      

Cash and cash equivalents

   $ 294,986     $ 189,170     $ 198,686  

Short-term investments

     25,679       431,230       318,992  

Merchandise inventories

     3,908,529       2,578,081       3,234,793  

Deferred income taxes

     62,291       40,190       20,909  

Other

     139,125       152,351       149,363  
                        

Total current assets

     4,430,610       3,391,022       3,922,743  

Property and equipment, net

     6,383,580       5,352,974       5,266,048  

Favorable lease rights, net

     213,298       219,286       222,724  

Goodwill

     9,338       9,338       9,338  

Other assets

     72,539       58,539       57,224  
                        

Total assets

   $ 11,109,365     $ 9,031,159     $ 9,478,077  
                        

Liabilities and Shareholders' Equity

      

Current liabilities:

      

Accounts payable

   $ 1,708,891     $ 934,376     $ 1,648,788  

Accrued liabilities

     774,550       722,160       721,534  

Income taxes payable

     62,930       233,263       56,497  

Short-term debt

     170,000       —         —    

Current portion of long-term debt and capital leases

     11,345       18,841       8,809  
                        

Total current liabilities

     2,727,716       1,908,640       2,435,628  

Long-term debt and capital leases

     2,045,535       1,040,057       1,040,450  

Deferred income taxes

     258,336       243,530       244,481  

Other long-term liabilities

     268,873       235,537       228,236  

Shareholders' equity:

      

Common stock

     3,507       3,485       3,477  

Paid-in capital

     1,894,573       1,748,792       1,698,770  

Treasury stock at cost

     (2,240,891 )     (1,628,416 )     (1,167,916 )

Retained earnings

     6,151,716       5,479,534       4,994,951  
                        

Total shareholders' equity

     5,808,905       5,603,395       5,529,282  
                        

Total liabilities and shareholders' equity

   $ 11,109,365     $ 9,031,159     $ 9,478,077  
                        

See accompanying Notes to Condensed Consolidated Financial Statements

 

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Table of Contents

KOHL'S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In Thousands, Except per Share Data)

 

    

Three Months

(13 Weeks) Ended

  

Nine Months

(39 Weeks) Ended

     November 3,
2007
   October 28,
2006
   November 3,
2007
   October 28,
2006

Net sales

   $ 3,825,162    $ 3,650,494    $ 10,986,412    $ 10,148,338

Cost of merchandise sold (exclusive of depreciation shown separately below)

     2,407,131      2,299,586      6,854,137      6,402,716
                           

Gross margin

     1,418,031      1,350,908      4,132,275      3,745,622

Operating expenses:

           

Selling, general, and administrative

     933,706      858,685      2,629,969      2,387,330

Depreciation and amortization

     115,207      94,318      326,041      283,695

Preopening expenses

     38,255      28,521      55,592      47,580
                           

Operating income

     330,863      369,384      1,120,673      1,027,017

Interest expense, net

     18,708      10,189      39,396      30,395
                           

Income before income taxes

     312,155      359,195      1,081,277      996,622

Provision for income taxes

     118,150      134,699      409,095      372,524
                           

Net income

   $ 194,005    $ 224,496    $ 672,182    $ 624,098
                           

Net income per share:

           

Basic:

           

Basic

   $ 0.61    $ 0.69    $ 2.10    $ 1.86

Average number of shares

     316,948      326,904      319,737      335,148

Diluted:

           

Diluted

   $ 0.61    $ 0.68    $ 2.09    $ 1.85

Average number of shares

     318,593      329,814      322,380      338,255

See accompanying Notes to Condensed Consolidated Financial Statements

 

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Table of Contents

KOHL'S CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

(In Thousands)

 

     Common Stock   

Paid-In
Capital

  

Treasury
Stock

   

Retained
Earnings

  

Total

 
     Shares    Amount           

Balance at February 3, 2007

   348,502    $ 3,485    $ 1,748,792    $ (1,628,416 )   $ 5,479,534    $ 5,603,395  

Exercise of stock options

   2,234      22      96,576      —         —        96,598  

Excess income tax benefit from exercise of stock options

   —        —        6,623      —         —        6,623  

Share-based compensation expense

   —        —        42,582      —         —        42,582  

Treasury stock purchases

   —        —        —        (612,475 )     —        (612,475 )

Net income

   —        —        —        —         672,182      672,182  
                                          

Balance at November 3, 2007

   350,736    $ 3,507    $ 1,894,573    $ (2,240,891 )   $ 6,151,716    $ 5,808,905  
                                          

See accompanying Notes to Condensed Consolidated Financial Statements

 

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KOHL'S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In Thousands)

 

    

Nine Months

(39 Weeks) Ended

 
     November 3,
2007
    October 28,
2006
 

Operating activities

    

Net income

   $ 672,182     $ 624,098  

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

    

Depreciation and amortization

     326,549       284,185  

Amortization of debt discount

     192       162  

Share-based compensation

     38,950       31,042  

Excess tax benefits from share-based compensation

     (6,623 )     (20,480 )

Deferred income taxes

     (7,295 )     29,448  

Changes in operating assets and liabilities:

    

Accounts receivable, net

     —         1,652,065  

Merchandise inventories

     (1,328,959 )     (1,005,613 )

Other current and long-term assets

     (17,289 )     (64,362 )

Accounts payable

     774,515       818,817  

Accrued and other long-term liabilities

     85,764       131,192  

Income taxes

     (163,710 )     (89,931 )
                

Net cash provided by operating activities

     374,276       2,390,623  
                

Investing activities

    

Acquisition of property and equipment and favorable lease rights

     (1,332,154 )     (964,511 )

Purchases of short-term investments

     (4,712,228 )     (9,744,469 )

Sales of short-term investments

     5,117,779       9,585,554  

Proceeds from sale of property, plant and equipment

     30,197       —    

Other

     (4,809 )     (3,856 )
                

Net cash used in investing activities

     (901,215 )     (1,127,282 )
                

Financing activities

    

Proceeds from issuance of debt

     996,031       —    

Net borrowings under credit facilities

     170,000       —    

Payments of long-term debt

     (16,644 )     (107,248 )

Deferred financing fees

     (7,378 )     —    

Treasury stock purchases

     (612,475 )     (1,167,916 )

Excess tax benefits from share-based compensation

     6,623       20,480  

Proceeds from stock option exercises

     96,598       63,190  
                

Net cash provided by (used in) financing activities

     632,755       (1,191,494 )
                

Net increase in cash and cash equivalents

     105,816       71,847  

Cash and cash equivalents at beginning of period

     189,170       126,839  
                

Cash and cash equivalents at end of period

   $ 294,986     $ 198,686  
                

Supplemental information:

    

Interest paid, net of capitalized interest

   $ 41,229     $ 49,793  

Income taxes paid

     580,440       435,776  

See accompanying Notes to Condensed Consolidated Financial Statements

 

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KOHL’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for fiscal year end financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes thereto included in the Company’s Form 10-K (Commission File No. 1-11084) filed with the Securities and Exchange Commission.

Due to the seasonality of the Company’s business, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year. In addition, quarterly results of operations depend significantly upon the timing and amount of sales and costs associated with the opening of new stores.

The Company operates as a single business unit.

Certain reclassifications have been made to prior period financial information to conform to the current year presentation.

The following table illustrates the primary costs classified in Cost of Merchandise Sold (exclusive of depreciation) and Selling, General and Administrative Expenses:

 

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

  

•        Compensation and benefit costs including:

 

•   Stores

 

•   Headquarters, including buying and merchandising

 

•   Distribution centers

•        Inventory shrink

  

•        Occupancy and operating costs of retail, distribution and headquarter facilities

•        Markdowns

  

•        Freight expenses associated with moving merchandise from the Company’s distribution centers to its retail stores, and among distribution and retail facilities

•        Freight expenses associated with moving merchandise from the Company’s vendors to its distribution centers

  

•        Advertising expenses, offset by vendor payments for reimbursement of specific, incremental and identifiable costs

•        Shipping and handling expenses of E-Commerce sales

  

•        Other administrative costs

•        Terms cash discount

  

The classification of these expenses varies across the retail industry.

 

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2. Net Sales

Revenue from the sale of the Company’s merchandise at its stores is recognized at the time of sale, net of any returns. E-commerce sales are recorded upon the shipment of merchandise. Net sales do not include sales tax as the Company considers itself a pass-through conduit for collecting and remitting sales taxes. Revenue from gift card sales is recognized when the gift card is redeemed.

Gift card breakage revenue is based on historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by a customer is remote.

 

3. Debt

Long-term debt, which excludes draws on revolving credit facilities, consists of the following:

 

Maturing

  

Weighted

Average

Effective

Rate

   

November 3,

2007

   

Weighted

Average

Effective

Rate

   

February 3,

2007

 
     ($ in Thousands)  

Senior debt: (a)

        

2011

   6.59 %   $ 400,000     6.59 %   $ 400,000  

2017

   6.28 %     650,000     —         —    

2029

   7.36 %     200,000     7.36 %     200,000  

2033

   6.05 %     300,000     6.05 %     300,000  

2037

   6.89 %     350,000     —         —    
                            

Total senior debt

   6.54 %     1,900,000     6.58 %     900,000  

Capital lease obligations

       164,829         163,052  

Unamortized debt discount

       (7,949 )       (4,172 )

Other

       —           18  

Less current portion

       (11,345 )       (18,841 )
                    

Long-term debt and capital leases

     $ 2,045,535       $ 1,040,057  
                    

(a) Non-callable and unsecured notes and debentures

On September 28, 2007, the Company issued $1 billion of long-term debt which included $650 million aggregate principal amount of 6.25% Notes due 2017 and $350 million aggregate principal amount of 6.875% Notes due 2037. Interest-only payments are due semi-annually beginning on June 15, 2008. The debt is subject to various customary covenants including the maintenance of various financial ratios. The proceeds from this issuance will be used to repurchase stock and for other general corporate needs.

 

4. Income Taxes

On February 4, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting and disclosure for uncertainty in tax

 

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positions, as defined. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes.

The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The only periods subject to examination for the Company's federal return are the 2003 through 2006 tax years. The audits of the 2001 and 2002 tax years have been completed without material adjustment. The periods subject to examination for the Company's state returns are generally years 2002 through 2006. Certain states have proposed adjustments which the Company is currently appealing. If it does not prevail on its appeals, the Company does not anticipate that the adjustments would result in a material change in its financial position.

As a result of the implementation of FIN 48, the Company recognized no change in the liability for unrecognized tax benefits. At the time of adoption of FIN 48, the Company had $52.6 million of unrecognized tax benefits recorded on its financial statements, net of any federal tax impact related to state taxes, all of which, if recognized, would impact the effective tax rate.

The Company recognizes interest and penalty expense related to unrecognized tax benefits in its provision for income tax expense. Interest and penalty expense was not material in both the quarter and nine months ended November 3, 2007. As of February 4, 2007, the Company had $8.2 million of accrued interest and penalties included in the $52.6 million of unrecognized tax benefits.

 

5. Share-Based Compensation

As of November 3, 2007, the Company has three long-term compensation plans pursuant to which share-based compensation may be granted. The Company’s 1994 and 2003 long-term compensation plans provide for the granting of various forms of equity-based awards, including nonvested stock and options to purchase shares of the Company’s common stock, to officers and key employees. The 1997 Stock Option Plan for Outside Directors provides for granting of equity-based awards to outside directors.

The majority of stock options granted to employees vest in four equal annual installments. Remaining stock option grants vest in five to ten equal annual installments. Outside directors’ stock options are typically granted upon a director’s election or re-election to the Company’s Board of Directors. The vesting periods for outside directors’ options are one to three years, depending on the length of the term to which the director was elected. Options that are surrendered or terminated without issuance of shares are available for future grants. All stock options have an exercise price equal to the fair market value of the common stock on the date of grant.

Share-based compensation transactions are accounted for in accordance with the provisions of Statement of Financial Accounting Standards No. 123(R), “Share-based Payment,” requiring the Company to recognize expense related to the fair value of its stock option awards. The fair value of all share-based awards is estimated on the date of grant, which is defined as the date the award is approved by the Board of Directors (or management with the appropriate authority).

 

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Stock compensation cost is recognized for new, modified and unvested stock option awards, measured at fair value and recognized as compensation cost over the vesting period. The Black-Scholes option valuation model was used to estimate the fair value of each option award based on the following assumptions:

 

     2007     2006  

Dividend yield

     0 %     0 %

Volatility

     0.304       0.311  

Risk-free interest rate

     4.7 %     4.7 %

Expected life in years

     5.2       5.2  

Weighted average fair value at grant date

   $ 26.66     $ 19.40  

Total compensation cost recognized related to options was $13.1 million for the three months ended November 3, 2007 and $9.1 million for the three months ended October 28, 2006. Total compensation cost recognized for options was $34.6 million for the nine months ended November 3, 2007 and $28.0 million for the nine months ended October 28, 2006.

The Company has also awarded nonvested restricted shares of common stock to eligible key employees. All awards have restriction periods tied primarily to employment and/or service. The awards vest over three to four years. The awards are expensed on a straight-line basis over the vesting period. Total compensation cost recognized related to nonvested restricted stock was $1.5 million for the three months ended November 3, 2007 and $1.1 million for the three months ended October 28, 2006. Total compensation cost recognized for nonvested restricted stock was $4.3 million for the nine months ended November 3, 2007 and $3.0 million for the nine months ended October 28, 2006.

Total unrecognized share-based compensation expense for all share-based payment plans was $157 million at November 3, 2007, of which approximately $16 million is expected to be recognized in the fourth quarter of 2007, $53 million in 2008, $45 million in 2009 and $43 million thereafter. Future compensation expense may be impacted by future grants, changes in forfeiture estimates and/or actual forfeitures which differ from estimated forfeitures.

 

6. Short-term Investments

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

 

7. Contingencies

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

 

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8. Net Income Per Share

The calculations of the numerator and denominator for basic and diluted net income per share are summarized as follows:

 

     Three Months Ended    Nine Months Ended
     November 3,
2007
   October 28,
2006
   November 3,
2007
   October 28,
2006
     (In Thousands)

Numerator for basic and diluted earnings per share—net income

   $ 194,005    $ 224,496    $ 672,182    $ 624,098
                           

Denominator for basic earnings per share—weighted average shares

     316,948      326,904      319,737      335,148

Dilutive employee stock options and non-vested stock (a)

     1,645      2,910      2,643      3,107
                           

Denominator for diluted earnings per share

     318,593      329,814      322,380      338,255
                           

(a) Excludes 14.2 million options for the three months ended November 3, 2007, 2.8 million options for the three months ended October 28, 2006, 6.1 million options for the nine months ended November 3, 2007 and 3.5 million options for the nine months ended October 28, 2006 as the impact of such options was antidilutive.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

Despite the challenging environment, the Company continued to operate its business in a conservative manner, managing its inventory investment as it continued its improvement in gross margin while reducing expenses where possible without hurting the customer’s in-store experience.

For the quarter, net sales increased 4.8% and comparable store sales decreased 2.6% over the third quarter of last year. Sales in weather-sensitive businesses such as outerwear, fleece, and sweaters experienced significant double digit declines on a comparable store basis, contributing to the overall sales shortfall. Accessories led the Company for the quarter with strong performance in beauty, watches and fine jewelry. Stronger performing businesses in Home included home décor, bedding and food prep. Men’s and Footwear outperformed the Company on solid performance in Men’s casual sportswear and Women’s shoes. In Women’s apparel, the updated/contemporary business, which includes Simply Vera Vera Wang which was launched during the current quarter, and juniors-related separates reported strong comparable sales. Consistent with prior quarters, classic sportswear continues to trend downward in brands other than Chaps. The Children’s business was most affected by the weather with weak comparable sales in all age groups.

Year-to-date, net sales increased 8.3% and comparable store sales increased 0.7% over the comparable prior year period. Men’s and Accessories reported the strongest sales while Women’s and Children’s both reported slightly negative comparable store sales for the nine months ended November 3, 2007.

Gross margin as a percent of net sales was 37.1% for the quarter, comparable to 37.0% in the prior year. Gross margin in 2006 included $15 million of revenue related to the Company’s initial recognition of gift card breakage. Excluding this item, gross margin increased 32 basis points over the comparable prior year quarter. The year-to-date gross margin rate was 37.6%, a 77 basis point improvement (excluding the gift card breakage) over 2006. The increase in the gross margin rate was driven by the continued impact of the Company’s merchandise and inventory management initiatives, improved markup, the adoption of markdown optimization, better inventory shortage results and increased penetration of private and exclusive brands. Sales of private and exclusive brands reached 38.9% of net sales for the quarter and 37.5% for the year-to-date period, an increase of approximately 350 basis points over both comparable prior year periods.

In early November, the Company announced a multi-year licensing agreement naming Kohl’s as the exclusive U.S. retailer of the FILA SPORT® collection. The collection will feature women’s, men’s and children’s apparel, footwear and accessories. It will be available in the Company’s stores nationwide and on Kohls.com in Fall 2008.

 

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Operating income decreased 10.4% to $330.9 million for the quarter and increased 9.1% to $1.1 billion for the year-to-date period. As a percent of net sales, operating income decreased approximately 150 basis points to 8.6% for the quarter and increased 10 basis points to 10.2% for the nine months ended November 3, 2007.

Net income for the quarter was $194.0 million, or $0.61 per diluted share, compared to net income of $224.5 million and diluted earnings per share of $0.68 in the third quarter of last year. Year-to-date net income increased 7.7% to $672.2 million and diluted earnings per share increased 13.0% to $2.09.

The Company opened 97 stores in the nine months ended November 3, 2007, including seven in March, 10 in April and 80 in October. As of November 3, 2007, the Company operated 914 stores in 47 states compared with 814 stores in 45 states at October 28, 2006. Total square feet of selling space increased 10.8% from 62.1 million at October 28, 2006 to 68.8 million at November 3, 2007. The Company opened 15 stores in November 2007 and now operates a total of 929 stores.

Results of Operations

Net Sales

 

    

November 3,

2007

  

October 28,

2006

   Increase  
           $    %  
     (Dollars in Thousands)  

Net sales:

           

Quarter

   $ 3,825,162    $ 3,650,494    $ 174,668    4.8 %

Year-to-date

     10,986,412      10,148,338      838,074    8.3  

For the quarter, all of the increase in net sales was attributable to new stores. Comparable store sales, which are sales from stores (including E-Commerce sales and relocated or expanded stores) open throughout the full current and prior fiscal year periods, declined $90.3 million compared to the third quarter of last year. The 2.6% decrease in comparable store sales was the result of a 1.8% decrease in average transaction value and a 0.8% decrease in the number of transactions per store.

Year-to-date, new stores contributed $768.3 million to the $838.1 million increase in net sales over the prior year. The remaining $69.8 million, which represents a 0.7% increase in comparable store sales, is the result of a 1.4% increase in average transaction value which was partially offset by a 0.7% decrease in the number of transactions per store.

The Southwest region led the Company’s comparable sales for both the quarter and year-to-date. From a line of business perspective, Accessories led the Company for the quarter and Men’s for the year-to-date period. E-Commerce sales were $42.5 million for the quarter, compared to $40.0 million for the third quarter of last year. Year-to-date, E-Commerce sales increased 43.4% to $143.8 million as the Company continues to expand the selections offered on-line.

 

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Table of Contents

Gross Margin

 

    

November 3,

2007

   

October 28,

2006

    Increase  
         $    %  
     (Dollars in Thousands)  

Gross margin:

         

Quarter

   $ 1,418,031     $ 1,350,908     $ 67,123    5.0 %

Year-to-date

     4,132,275       3,745,622       386,653    10.3  

Gross margin as a percent of net sales:

         

Quarter

     37.1 %     37.0 %     —      —    

Year-to-date

     37.6       36.9       —      —    

Gross margin includes the 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 the Company’s vendors to its distribution centers; shipping and handling expenses of E-Commerce sales and terms cash discount. The classification of these expenses varies across the retail industry.

Newly-opened stores contributed $103.2 million in gross margin for the quarter and $271.0 million year-to-date. Comparable store gross margin decreased $36.1 million for the quarter and increased $115.7 million year-to-date.

Gross margin as a percent of net sales was 37.1% for the three months ended November 3, 2007 compared to 37.0% for the three months ended October 28, 2006. For the year-to-date period, gross margin as a percent of net sales was 37.6% in 2007 and 36.9% in 2006. Excluding $15 million related to the Company’s initial adoption of gift card breakage revenue in 2006, gross margin as a percent of sales was 36.8 percent for both the prior year quarter and year-to-date periods.

The improvement in gross margin as a percent of net sales was driven by the continued impact of the Company’s merchandise and inventory management initiatives, improved markup, the adoption of markdown optimization, better inventory shortage results and increased penetration of private and exclusive brands. Sales of private and exclusive brands reached 38.9% of net sales for the quarter and 37.5% for the year-to-date period, an increase of approximately 350 basis points over both comparable prior year periods.

Operating Expenses

 

    

November 3,

2007

   

October 28,

2006

    Increase  
         $    %  
     (Dollars in Thousands)  

S,G&A:

         

Quarter

   $ 933,706     $ 858,685     $ 75,021    8.7 %

Year-to-date

     2,629,969       2,387,330       242,639    10.2  

S,G&A as a percent of net sales:

         

Quarter

     24.4 %     23.5 %     —      —    

Year-to-date

     23.9       23.5       —      —    

 

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Table of Contents

Selling, general and administrative expenses (“S,G&A”) include compensation and benefit costs (including stores, headquarters, buying and merchandising and distribution centers); occupancy and operating costs of retail, distribution and headquarter facilities; freight expenses associated with moving merchandise from the Company’s distribution centers to its retail stores, and among distribution and retail facilities; advertising expenses, offset by vendor payments for reimbursement of specific, incremental and identifiable costs; and other administrative costs. Depreciation and amortization and preopening expenses are not included in S,G&A. The classification of these expenses varies across the retail industry.

The Company achieved leverage in credit for both the quarter and year-to-date periods. Stores, advertising and distribution centers did not leverage for either period primarily due to lower sales, the Company’s desire to maintain a positive customer in-store experience and incremental marketing expenses associated with the launch of new brand initiatives and new store openings. These increases were partially offset by lower incentive compensation expenses.

 

    

November 3,

2007

  

October 28,

2006

   Increase  
           $    %  
     (Dollars in Thousands)  

Depreciation and amortization:

           

Quarter

   $ 115,207    $ 94,318    $ 20,889    22.1 %

Year-to-date

     326,041      283,695      42,346    14.9  

The increases in depreciation and amortization for both the quarter and year-to-date periods are primarily attributable to the addition of new stores and the mix of owned compared to leased stores. Depreciation on remodels and the Company’s new point of sale system also contributed to the increases.

 

    

November 3,

2007

  

October 28,

2006

   Increase  
           $    %  
     (Dollars in Thousands)  

Preopening expenses:

           

Quarter

   $ 38,255    $ 28,521    $ 9,734    34.1 %

Year-to-date

     55,592      47,580      8,012    16.8  

Preopening expenses are expensed as incurred and represent the costs associated with new store openings including advertising, hiring and training costs for new employees, processing and transporting initial merchandise and rent expenses. The average cost per store fluctuates based on the mix of stores opened in new markets compared to existing markets, with new markets being more expensive. The Company opened 112 stores in 2007, including 17 in the first quarter, 80 in the third quarter and 15 in November. In 2006, the Company opened 85 stores, including 17 in the first quarter, 65 in the third quarter and three in November. The increase in preopening expenses is due to the increase in the number of stores opened. This increase was partially offset by a lower average cost per store due to shifting more advertising to the post-grand opening period and to an increase in the percentage of stores which were opened in existing markets rather than new markets.

 

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Table of Contents

Operating Income

 

    

November 3,

2007

   

October 28,

2006

    Increase (Decrease)  
         $     %  
     (Dollars in Thousands)  

Operating income:

        

Quarter

   $ 330,863     $ 369,384     $ (38,521 )   (10.4 )%

Year-to-date

     1,120,673       1,027,017       93,656     9.1  

Operating income as a percent of net sales:

        

Quarter

     8.6 %     10.1 %     —       —    

Year-to-date

     10.2       10.1       —       —    

As a result of the above factors, operating income as a percent of net sales was 8.6% for the three months ended November 3, 2007 compared to 10.1% for the three months ended October 28, 2006. For the nine month periods, operating income as a percent of net sales was 10.2% for 2007 compared to 10.1% for 2006.

Interest Expense, Net

 

    

November 3,

2007

  

October 28,

2006

   Increase  
           $    %  
     (Dollars in Thousands)  

Interest expense, net:

           

Quarter

   $ 18,708    $ 10,189    $ 8,519    83.6 %

Year-to-date

     39,396      30,395      9,001    29.6  

The increase in net interest expense in both periods was primarily due to higher outstanding debt balances including both advances on the Company’s short-term credit facilities and $1 billion in new debt that was issued in September 2007. Lower interest income on investments also contributed to the increase as the Company used proceeds from the 2007 debt issuance and the 2006 sale of the Company’s credit card portfolio to fund stock repurchases. These increases were partially offset by higher capitalized interest due to increased capital expenditures.

Provision for Income Taxes

 

    

November 3,

2007

  

October 28,

2006

   Increase (Decrease)  
           $     %  
     (Dollars in Thousands)  

Provision for income taxes:

          

Quarter

   $ 118,150    $ 134,699    $ (16,549 )   (12.3 )%

Year-to-date

     409,095      372,524      36,571     9.8  

The Company’s effective tax rate was 37.8% for the three months ended November 3, 2007 compared to 37.5% for the three months ended October 28, 2006. For the nine month periods, the effective tax rate was 37.8% for 2007 and 37.4% for 2006. The increases in the effective tax rates are primarily due to a decrease in the amount of tax exempt interest earned in 2007 compared to 2006 and a shift in the mix of new stores in certain jurisdictions.

 

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Table of Contents

Seasonality & Inflation

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

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

Financial Condition and Liquidity

The Company’s primary ongoing cash requirements are for capital expenditures in connection with the Company’s expansion and remodeling programs and seasonal and new store inventory purchases. The Company’s primary sources of funds for its business activities are cash flow from operations, short-term trade credit and its lines of credit.

 

     Nine Months Ended  
    

November 3,

2007

   

October 28,

2006

    Increase (Decrease)  
         $     %  
     (Dollars in Thousands)  

Net cash provided by (used in):

        

Operating activities

   $ 374,276     $ 2,390,623     $ (2,016,347 )   (84.3 )%

Investing activities

     (901,215 )     (1,127,282 )     226,067     20.1  

Financing activities

     632,755       (1,191,494 )     1,824,249     153.1  

Operating Activities. The decrease in cash flow provided by operations was primarily due to the cash proceeds of $1.6 billion received by the Company in April 2006 in conjunction with the sale of its billion proprietary credit card portfolio. The primary use of operating cash flow for the nine months ended November 3, 2007 was an increase in merchandise inventories of $1.3 billion. The primary sources of operating cash flow in 2007 were an $860.3 million increase in accounts payable and accrued and other long-term liabilities. Short-term trade credit, in the form of extended payment terms for inventory purchases, represents a significant source of financing for merchandise inventories.

Merchandise inventories increased $673.7 million, or 20.8%, from the October 28, 2006 balance primarily due to the increase in the number of stores. On an average per store basis, merchandise inventories at November 3, 2007 increased 7.6% from October 28, 2006. After adjusting the October 2006 balance for the calendar shift resulting from the 53rd week in 2006, average inventory per store increased approximately 2% partially due to increased penetration of private and exclusive brands. Compared to February 3, 2007, merchandise inventories at November 3, 2007 increased $1.3 billion, or 51.6%, due to normal business seasonality, the opening of 112 new stores (including 15 opened in November 2007) and increased shipments of import merchandise.

 

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Table of Contents

Accounts payable at November 3, 2007 increased $60.1 million from October 28, 2006 and $774.5 million from February 3, 2007. Accounts payable as a percent of inventory was 43.7% at November 3, 2007, compared to 51.0% at October 28, 2006, reflecting reduced receipts as a result of lower than expected sales.

Key financial ratios that provide certain measures of the Company’s liquidity are as follows:

 

     November 3,
2007
    February 3,
2007
    October 28,
2006
 

Working capital (In Thousands)

   $ 1,702,894     $ 1,482,382     $ 1,487,115  

Current ratio

     1.62:1       1.78:1       1.61:1  

Debt/capitalization

     27.7 %     15.9 %     15.9 %

The increase in working capital and the current ratio as of November 3, 2007 compared to October 28, 2006 was primarily due to higher inventories, partially offset by lower investments and higher short-term debt. The increase in the debt/capitalization ratio represents higher debt levels, partially offset by higher capitalization. The higher debt levels reflect the $1 billion of long-term notes that were issued in September 2007, as well as draws on short-term credit facilities. The higher capitalization is the result of earnings and stock option exercises, partially offset by share repurchases.

Investing Activities. The decrease in net cash used in investing activities reflects the net impact of short-term investing activities, partially offset by higher capital expenditures. Net short-term investment activity generated $405.6 million in proceeds in 2007 which were primarily used to repurchase common stock. In 2006, net short-term investment activity resulted in a use of funds of $158.9 million as investment of proceeds from the private label credit card transaction on April 21, 2006 exceeded cash used to repurchase common stock.

Capital expenditures include costs for new store openings, store remodels, distribution center openings and other base capital needs. Capital expenditures totaled $1.3 billion for the nine months ended November 3, 2007, a $367.6 million increase over the comparable prior year period primarily due to an increase in the number of stores opened in 2007 compared to 2006. An increase in the number of remodels and investments in technology, including point-of-sale system, also contributed to the increase. Total capital expenditures for fiscal 2007 are expected to be approximately $1.6 billion. The actual amount of the Company’s future annual capital expenditures will depend primarily on the number of new stores opened, the mix of owned, leased or acquired stores, the number of stores remodeled and the timing of distribution center openings.

Financing Activities. The Company expects to fund growth with available cash and short-term investments, proceeds from cash flows from operations, short-term trade credit, seasonal borrowings under its revolving credit facilities and other sources of financing. The Company believes it has sufficient lines of credit, cash and short-term investments and expects to generate adequate cash flows from operating activities to sustain current levels of operations.

 

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Table of Contents

On September 28, 2007, the Company issued $1 billion of long-term debt which included $650 million aggregate principal amount of 6.25% Notes due 2017 and $350 million aggregate principal amount of 6.875% Notes due 2037. Interest-only payments are due semi-annually beginning on June 15, 2008. The debt is subject to various customary covenants including the maintenance of various financial ratios. The proceeds from this issuance will be used to repurchase stock and for other general corporate needs.

The Company has various facilities upon which it may draw funds including a $900 million senior unsecured revolving facility, two demand notes with availability of $50 million and a $90 million swing line. As of November 3, 2007, outstanding balances on these short-term credit facilities totaled $170.0 million. Weighted-average borrowings under these facilities were $167.9 million for the quarter and $70.9 million year-to-date.

The Company completed its 2006 $2.0 billion share repurchase program in the second quarter of 2007, purchasing 5.3 million shares for $373 million at an average price of approximately $70 per share in the quarter ended August 4, 2007. Since announcing the plan in April 2006, the Company purchased 32.8 million shares at an average price of approximately $61 per share.

In September 2007, the Company’s board of directors authorized a $2.5 billion share repurchase program which is intended to return excess capital to the Company’s shareholders. The Company expects to execute this share repurchase program primarily in open market transactions, subject to market conditions, and expects to complete the program over the next three years. Funding for the new program will be from operating cash flow as well as the $1 billion in long-term debt financing issued in September 2007 and, therefore, is not expected to have a significant impact on the Company’s short or long-term liquidity. The Company repurchased 4.2 million shares for approximately $240 million at an average price of $56.50 per share in the current quarter.

The Company also acquires shares from employees in lieu of amounts required to satisfy minimum tax withholding requirements upon the vesting of the employee’s restricted stock. Such shares are then designated as treasury shares.

Contractual Obligations

The Company issued $1 billion of long-term debt during the current quarter. Contractual maturities of the Company’s long-term debt and the related interest costs as of November 3, 2007 are as follows:

 

    

Less than 1

Year

(Q4 2007)

  

1 - 3 Years

(2008 - 2010)

  

3-5 Years

(2011 - 2013)

  

More than

5 Years

     (In Thousands)

Long-term debt, including related interest costs of $2.2 billion

   $ 17,546    $ 384,223    $ 719,913    $ 2,957,950

 

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Table of Contents

There have been no other significant changes in the contractual obligations disclosed in the Company’s Annual Report on Form 10-K for the year ended February 3, 2007.

The Company adopted the provisions of FIN 48 on February 4, 2007 and the related liability for unrecognized tax benefits was $52.6 million. Although payment of such amounts in future periods could affect liquidity and cash flows, the Company is currently unable to reasonably estimate the period of cash settlement.

The Company’s various debt agreements contain certain covenants that limit, among other things, additional indebtedness, as well as require the Company to meet certain financial tests. As of November 3, 2007, the Company was in compliance with all financial covenants of the debt agreements and expects to remain in compliance for the upcoming year.

Off-Balance Sheet Arrangements

The Company has not provided any financial guarantees as of November 3, 2007.

The Company has not created, and is not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating the Company’s business. The Company does not have any arrangements or relationships with entities that are not consolidated into the financial statements that are reasonably likely to materially affect the Company’s liquidity or the availability of capital resources.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect reported amounts. Management has discussed the development, selection and disclosure of its estimates and assumptions with the Audit Committee of the Board of Directors. There have been no significant changes in the critical accounting policies and estimates discussed in the Company’s Annual Report on Form 10-K for the year ended February 3, 2007.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in the market risks described in the Company’s Annual Report on Form 10-K for the year ended February 3, 2007.

 

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of these disclosure controls and procedures

 

20


Table of Contents

pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed in the Company’s reports is recorded, processed, summarized and reported within the specified time periods and are also effective in ensuring that information required to be disclosed in reports filed or submitted under the Exchange Act are accumulated and communicated to management, including the Company’s principal executive and principal financial officers, to allow timely decisions regarding required disclosures.

There were no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

 

Item 1A. Risk Factors

There have been no significant changes in the Company’s risk factors from those described in its Annual Report on Form 10-K for the year ended February 3, 2007.

Forward-looking Statements

This report contains statements that may constitute forward-looking statements within the meaning of the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Those statements relate to developments, results, conditions or other events the Company expects or anticipates will occur in the future. The Company intends words such as “believes,” “anticipates,” “plans,” “expects” and similar expressions to identify forward-looking statements. Without limiting the foregoing, these statements may relate to future outlook, revenues, earnings, store openings, planned capital expenditures, market conditions, new strategies and the competitive environment. Forward-looking statements are based on management’s then current views and assumptions and, as a result, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Any such forward-looking statements are qualified by the important risk factors, described in Item 1A of the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2007, that could cause actual results to differ materially from those predicted by the forward-looking statements. Forward-looking statements relate to the date initially made, and the Company undertakes no obligation to update them. An investment in the Company’s common stock or other securities carries certain risks. Investors should carefully consider the risks as stated in the Company’s Form 10-K and other risks which may be disclosed from time to time in the Company’s filings with the SEC before investing in the Company’s securities.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended November 3, 2007, the Company did not sell any securities which were not registered under the Securities Act.

 

21


Table of Contents

In September 2007, the Company’s board of directors authorized a $2.5 billion share repurchase program. The Company expects to execute this share repurchase program primarily in open market transactions, subject to market conditions, and expects to complete the program over the next three years. Funding for the new program will be from operating cash flow as well as the $1 billion in long-term debt issued in September 2007.

The following table contains information for both shares repurchased pursuant to the Company’s repurchase program and shares acquired from employees in lieu of amounts required to satisfy minimum tax withholding requirements upon the vesting of the employees’ restricted stock during the three fiscal months ended November 3, 2007:

 

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

  

Maximum

Approximate

Dollar Value of

Shares that May

Yet Be

Purchased

Under the Plans

or Programs

                    (In thousands)

Aug. 5 – Sept. 1, 2007

   1,467    $ 57.99    —        —  

Sept. 2 – Oct. 6, 2007

   643      59.03    —      $ 2,500,000

Oct. 7 – Nov. 3, 2007

   4,212,120      56.50    4,212,120      2,262,000
                       

Total

   4,214,230    $ 56.50    4,212,120    $ 2,262,000
                       

 

Item 6. Exhibits

 

  3.1

   Amended and Restated Bylaws of Kohl’s Corporation incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated November 14, 2007

  4.1

   Fourth Supplemental Indenture between the Company and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as Trustee, incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated September 25, 2007

31.1

   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

   Certification of Periodic Report by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

   Certification of Periodic Report by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

22


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    

Kohl’s Corporation

(Registrant)

Date: December 7, 2007     

/s/ R. Lawrence Montgomery

     R. Lawrence Montgomery
     Chief Executive Officer and Director
Date: December 7, 2007     

/s/ Wesley S. McDonald

     Wesley S. McDonald
     Chief Financial Officer

 

23

Section 302 CEO Certification

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, R. Lawrence Montgomery, certify that:

 

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

 

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

 

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

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

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

 

  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


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

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: December 7, 2007     

/s/ R. Lawrence Montgomery

     R. Lawrence Montgomery
    

Chief Executive Officer and Director

(Principal Executive Officer)

Section 302 CFO Certification

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Wesley S. McDonald, certify that:

 

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

 

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

 

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

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

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

 

  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


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

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: December 7, 2007     

/s/ Wesley S. McDonald

     Wesley S. McDonald
     Chief Financial Officer
Section 906 CEO Certification

Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT

BY CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, R. Lawrence Montgomery, Chief Executive Officer of Kohl’s Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the undersigned’s knowledge, on the date of this Certification:

 

1. the Quarterly Report on Form 10-Q of the Company for the quarterly period ended November 3, 2007 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: December 7, 2007     

/s/ R. Lawrence Montgomery

     R. Lawrence Montgomery
     Chief Executive Officer and Director
Section 906 CFO Certification

Exhibit 32.2

CERTIFICATION OF PERIODIC REPORT

BY CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Wesley S. McDonald, Chief Financial Officer of Kohl’s Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the undersigned’s knowledge, on the date of this Certification:

 

1. the Quarterly Report on Form 10-Q of the Company for the quarterly period ended November 3, 2007 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: December 7, 2007     

/s/ Wesley S. McDonald

     Wesley S. McDonald
     Chief Financial Officer