8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 24, 2023

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	001-11084	39-1630919
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	KSS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

On May 24, 2023, Kohl’s Corporation (the “Company”) issued a press release reporting its earnings for the quarter ended April 29, 2023 and provided earnings guidance for fiscal 2023. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein. A copy of the presentation materials for the May 24, 2023 quarterly earnings conference call is attached as Exhibit 99.2 and incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

See Item 2.02.

The information in Items 2.02 and 7.01, including the exhibits attached hereto, is furnished solely pursuant to Items 2.02 and 7.01 of Form 8-K. Consequently, such information is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information in Items 2.02 and 7.01, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.

Item 8.01. Other Events.

As previously announced, on May 10, 2023, the Board of Directors of the Company declared a quarterly cash dividend of $0.50 per share. The dividend will be paid on June 21, 2023, to all shareholders of record at the close of business on June 7, 2023.

Cautionary Statement Regarding Forward-Looking Information and Non-GAAP Measures

This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “intends,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause the Company’s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks described more fully in Item 1A in the Company’s Annual Report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC. Forward-looking statements relate to the date initially made, and the Company undertakes no obligation to update them.

In the attached presentation materials, the Company provides information regarding free cash flow, which is not a recognized term under U.S. generally accepted accounting principles (“GAAP”) and does not purport to be an alternative to net income as a measure of operating performance. A reconciliation of free cash flow is provided in the presentation materials attached hereto as Exhibit 99.2. The Company believes that the use of this non-GAAP financial measure provides investors with enhanced visibility into its results with respect to the impact of certain costs. Because not all companies use identical calculations, this presentation may not be comparable to other similarly titled measures of other companies.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 24, 2023
99.2	Presentation Materials for May 24, 2023 Quarterly Earnings Conference Call
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	KOHL’S CORPORATION
Date: May 24, 2023	By:	/s/ Jennifer Kent
		Jennifer Kent
		Senior Executive Vice President, Chief Legal Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

Kohl’s Reports First Quarter Fiscal 2023 Financial Results

MENOMONEE FALLS, Wis.—(BUSINESS WIRE)—May 24, 2023— Kohl’s Corporation (NYSE:KSS) today reported results for the first quarter ended April 29, 2023.

• Net sales decreased 3.3% and comparable sales decreased 4.3%

• Gross margin increased 67 basis points

• Diluted earnings per share of $0.13

• Inventory declined 6%

• Affirms full year 2023 financial outlook

• Remains committed to strengthening balance sheet and to maintaining current dividend

Tom Kingsbury, Kohl’s chief executive officer, said “Our first quarter results were in line with our expectations and represented a first step as we work to drive sales and earnings performance over the long-term. We delivered margin expansion, as well as a 6% reduction in inventory. In addition, our stores business achieved productivity gains and Sephora at Kohl’s continued its sales momentum.”

“We are making progress against each of our key 2023 priorities, enhancing our customer experience, simplifying our value strategies, managing inventory and expenses with discipline, and strengthening our balance sheet. I would like to thank the entire Kohl’s team for driving against these priorities with a clear focus and strong determination. While there is still work to be done and the macroeconomic environment remains challenging, we are affirming our 2023 guidance and continue to have conviction in Kohl’s longer term opportunity,” Kingsbury continued.

First Quarter 2023 Results

Comparisons refer to the 13-week period ended April 29, 2023 versus the 13-week period ended April 30, 2022

• Net sales decreased 3.3% year-over-year, to $3.4 billion, with comparable sales down 4.3%.

• Gross margin as a percentage of net sales was 39.0%, an increase of 67 basis points.

• Selling, general & administrative (SG&A) expenses decreased 4.2% year-over-year, to $1.2 billion. As a percentage of total revenue, SG&A expenses were 34.7%, a decrease of 13 basis points year-over-year.

• Operating income was $98 million compared to $82 million in the prior year. As a percentage of total revenue, operating income was 2.8%, an increase of 55 basis points year-over-year.

• Net income was $14 million, or $0.13 per share. This compares to net income of $14 million, or $0.11 per share in the prior year.

• Inventory was $3.5 billion, a decrease of 6% year-over-year.

• Operating cash flow was a use of ($202) million.

2023 Financial and Capital Allocation Outlook

For the full year 2023, the Company affirms its financial outlook and currently expects the following:

• Net sales: A decrease of (2%) to (4%), includes the impact of the 53rd week which is worth approximately 1% year-over-year.

• Operating margin: Approximately 4.0%.

• Diluted earnings per share: In the range of $2.10 to $2.70, excluding any non-recurring charges.

• Capital Expenditures: $600 million to $650 million, including expansion of its Sephora partnership and store refresh activity.

• Dividend: On May 10, 2023, Kohl’s Board of Directors declared a quarterly cash dividend on the Company’s common stock of $0.50 per share. The dividend is payable June 21, 2023 to shareholders of record at the close of business on June 7, 2023.

• Debt Reduction: The Company retired $164 million of bonds that matured in February 2023, and expects to retire $111 million of bonds maturing in December 2023.

First Quarter 2023 Earnings Conference Call

Kohl’s will host its quarterly earnings conference call at 9:00 am ET on May 24, 2023. A webcast of the conference call and the related presentation materials will be available via the Company’s web site at investors.kohls.com, both live and after the call.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause the Company’s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks described more fully in Item 1A in the Company’s Annual Report on Form 10-K, which are expressly incorporated herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC. Forward-looking statements relate to the date initially made, and Kohl’s undertakes no obligation to update them.

About Kohl’s

Kohl’s (NYSE: KSS) is a leading omnichannel retailer. With more than 1,100 stores in 49 states and the online convenience of Kohls.com and the Kohl’s App, Kohl’s offers amazing national and exclusive brands at incredible savings for families nationwide. Kohl’s is committed to progress in its diversity and inclusion pledges, and the company’s environmental, social, and corporate governance (ESG) stewardship. For a list of store locations or to shop online, visit Kohls.com. For more information about Kohl’s impact in the community or how to join our winning team, visit Corporate.Kohls.com.

Contacts

Investor Relations:

Mark Rupe, (262) 703-1266, mark.rupe@kohls.com

Media:

Jen Johnson, (262) 703-5241, jen.johnson@kohls.com

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
(Dollars in Millions, Except per Share Data)	April 29, 2023			April 30, 2022
Net sales	$	3,355		$	3,471
Other revenue		216			244
Total revenue		3,571			3,715
Cost of merchandise sold		2,047			2,140
Gross margin rate		39.0	%		38.3	%
Operating expenses:
Selling, general, and administrative		1,238			1,293
As a percent of total revenue		34.7	%		34.8	%
Depreciation and amortization		188			200
Operating income		98			82
Interest expense, net		84			68
Income before income taxes		14			14
Provision (benefit) for income taxes		—			—
Net income	$	14		$	14
Average number of shares:
Basic		110			127
Diluted		111			129
Earnings per share:
Basic	$	0.13		$	0.11
Diluted	$	0.13		$	0.11

KOHL’S CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in Millions)	April 29, 2023		April 30, 2022
Assets
Current assets:
Cash and cash equivalents	$	286	$	646
Merchandise inventories		3,526		3,736
Other		347		381
Total current assets		4,159		4,763
Property and equipment, net		7,803		7,790
Operating leases		2,368		2,224
Other assets		380		476
Total assets	$	14,710	$	15,253
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	1,310	$	1,679
Accrued liabilities		1,164		1,316
Borrowings under revolving credit facility		765		—
Current portion of:
Long-term debt		111		164
Finance leases and financing obligations		93		108
Operating leases		111		127
Total current liabilities		3,554		3,394
Long-term debt		1,637		1,746
Finance leases and financing obligations		2,710		2,584
Operating leases		2,634		2,474
Deferred income taxes		129		209
Other long-term liabilities		326		390
Shareholders’ equity		3,720		4,456
Total liabilities and shareholders’ equity	$	14,710	$	15,253

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
(Dollars in Millions)	April 29, 2023			April 30, 2022
Operating activities
Net income	$	14		$	14
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		188			200
Share-based compensation		9			18
Deferred income taxes		1			2
Non-cash lease expense		25			31
Other non-cash items		(4	)		3
Changes in operating assets and liabilities:
Merchandise inventories		(336	)		(668	)
Other current and long-term assets		49			(42	)
Accounts payable		(20	)		(4	)
Accrued and other long-term liabilities		(101	)		17
Operating lease liabilities		(27	)		(31	)
Net cash used in operating activities		(202	)		(460	)
Investing activities
Acquisition of property and equipment		(94	)		(221	)
Proceeds from sale of real estate		1			4
Other		(1	)		—
Net cash used in investing activities		(94	)		(217	)
Financing activities
Net borrowings under revolving credit facility		680			—
Treasury stock purchases		—			(158	)
Shares withheld for taxes on vested restricted shares		(12	)		(18	)
Dividends paid		(55	)		(63	)
Repayment of long-term borrowings		(164	)		—
Finance lease and financing obligation payments		(25	)		(29	)
Proceeds from financing obligations		5			4
Net cash provided by (used in) financing activities		429			(264	)
Net increase (decrease) in cash and cash equivalents		133			(941	)
Cash and cash equivalents at beginning of period		153			1,587
Cash and cash equivalents at end of period	$	286		$	646

EX-99.2

Exhibit 99.2

Tom Kingsbury Kohl’s Chief Executive Officer

1.6B 20M 8%

Review w ESG report Update footnote & logos I.e. diversity inc from 2020

to Drive Efficiencies and Expense Discipline

long-term This slide moved up So page numbers messed up from here forward

January 29, 2022 January 29, 2022 January 28, 2023 Twelve Months Ended

XML

Document and Entity Information	May 24, 2023
Cover [Abstract]
Entity Registrant Name	KOHLS Corp
Amendment Flag	false
Entity Central Index Key	0000885639
Document Type	8-K
Document Period End Date	May 24, 2023
Entity Incorporation State Country Code	WI
Entity File Number	001-11084
Entity Tax Identification Number	39-1630919
Entity Address, Address Line One	N56 W17000 Ridgewood Drive
Entity Address, City or Town	Menomonee Falls
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53051
City Area Code	(262)
Local Phone Number	703-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $.01 par value
Trading Symbol	KSS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false