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): November 21, 2023

KOHL’S CORP

(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 November 21, 2023, Kohl’s Corporation (the “Company”) issued a press release reporting its earnings for the quarter ended October 28, 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 November 21, 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 November 7, 2023, the Board of Directors of the Company declared a quarterly cash dividend of $0.50 per share. The dividend will be paid on December 20, 2023, to all shareholders of record at the close of business on December 6, 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. Forward-looking statements include the information under “2023 Financial and Capital Allocation Outlook.” 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 November 21, 2023
99.2	Presentation Materials for November 21, 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: November 21, 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 Third Quarter Fiscal 2023 Financial Results

MENOMONEE FALLS, Wis.—(BUSINESS WIRE)—November 21, 2023— Kohl’s Corporation (NYSE:KSS) today reported results for the third quarter ended October 28, 2023.

• Net sales decreased 5.2% and comparable sales decreased 5.5%

• Diluted earnings per share of $0.53

• Inventory declined 13%

• Updates full year 2023 diluted earnings per share guidance to $2.30 to $2.70

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

Tom Kingsbury, Kohl’s chief executive officer, said “Kohl’s third quarter earnings reflect strong gross margin and expense management as well as additional progress against our strategic priorities. I am pleased with our store performance driven by strong growth in Sephora and the newness in our home and gifting initiatives. This reinforces our actions are working and resonating with our customers. In addition, we drove a 13% reduction in inventory as we benefited from our new disciplines.”

“Our strategies to reposition Kohl’s for improved sales and earnings performance remain in the early stages. The work we have done in 2023 will continue to build momentum and set us up to be successful in 2024. I continue to be impressed with the entire Kohl’s team for their hard work and agility in executing against our strategic priorities in 2023,” Kingsbury continued.

Third Quarter 2023 Results

Comparisons refer to the 13-week period ended October 28, 2023 versus the 13-week period ended October 29, 2022

• Net sales decreased 5.2% year-over-year, to $3.8 billion, with comparable sales down 5.5%.

• Gross margin as a percentage of net sales was 38.9%, an increase of 158 basis points.

• Selling, general & administrative (SG&A) expenses increased 1.9% year-over-year, to $1.4 billion. As a percentage of total revenue, SG&A expenses were 33.5%, an increase of 235 basis points year-over-year.

• Operating income was $157 million compared to $200 million in the prior year. As a percentage of total revenue, operating income was 3.9%, a decrease of 82 basis points year-over-year.

• Net income was $59 million, or $0.53 per diluted share. This compares to net income of $97 million, or $0.82 per diluted share in the prior year.

• Inventory was $4.2 billion, a decrease of 13% year-over-year.

• Operating cash flow was $151 million.

Nine Months Fiscal Year 2023 Results

Comparisons refer to the 39-week period ended October 28, 2023 versus the 39-week period ended October 29, 2022

• Net sales decreased 4.5% year-over-year, to $10.9 billion, with comparable sales down 5.0%.

• Gross margin as a percentage of net sales was 39.0%, an increase of 56 basis points.

• Selling, general & administrative (SG&A) expenses decreased 0.2% year-over-year, to $3.9 billion. As a percentage of total revenue, SG&A expenses were 33.9%, an increase of 150 basis points year-over-year.

• Operating income was $418 million compared to $548 million in the prior year. As a percentage of total revenue, operating income was 3.6%, a decrease of 91 basis points year-over-year.

• Net income was $131 million, or $1.18 per diluted share. This compares to net income of $254 million, or $2.02 per diluted share in the prior year.

• Operating cash flow was $379 million.

2023 Financial and Capital Allocation Outlook

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

• Net sales: A decrease of (2.8%) to (4%), includes the impact of the 53rd week which is worth approximately 1% year-over-year. This compares to the Company’s prior guidance of a decrease of (2%) to (4%).

• Operating margin: Approximately 4.0%, which is consistent with the Company’s prior guidance.

• Diluted earnings per share: In the range of $2.30 to $2.70, excluding any non-recurring charges. This compares to the Company’s prior guidance range of $2.10 to $2.70.

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

• Dividend: On November 7, 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 December 20, 2023 to shareholders of record at the close of business on December 6, 2023.

Third Quarter 2023 Earnings Conference Call

Kohl’s will host its quarterly earnings conference call at 9:00 am ET on November 21, 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. Forward-looking statements include the information under “2023 Financial and Capital Allocation Outlook.” 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 the Company undertakes no obligation to update them.    

About Kohl’s

Kohl’s (NYSE: KSS) is a leading omnichannel retailer built on a foundation that combines great brands, incredible value and convenience for our customers. Kohl’s serves millions of families in our more than 1,100 stores in 49 states, online at Kohls.com, and through our Kohl’s App. 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						Nine Months Ended
(Dollars in Millions, Except per Share Data)	October 28, 2023			October 29, 2022			October 28, 2023			October 29, 2022
Net sales	$	3,843		$	4,052		$	10,876		$	11,386
Other revenue		211			225			644			693
Total revenue		4,054			4,277			11,520			12,079
Cost of merchandise sold		2,349			2,541			6,638			7,013
Gross margin rate		38.9	%		37.3	%		39.0	%		38.4	%
Operating expenses:
Selling, general, and administrative		1,360			1,334			3,902			3,910
As a percent of total revenue		33.5	%		31.2	%		33.9	%		32.4	%
Depreciation and amortization		188			202			562			608
Operating income		157			200			418			548
Interest expense, net		89			81			262			226
Income before income taxes		68			119			156			322
Provision for income taxes		9			22			25			68
Net income	$	59		$	97		$	131		$	254
Average number of shares:
Basic		110			118			110			124
Diluted		111			119			111			126
Earnings per share:
Basic	$	0.54		$	0.82		$	1.19		$	2.05
Diluted	$	0.53		$	0.82		$	1.18		$	2.02

KOHL’S CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in Millions)	October 28, 2023		October 29, 2022
Assets
Current assets:
Cash and cash equivalents	$	190	$	194
Merchandise inventories		4,239		4,874
Other		291		366
Total current assets		4,720		5,434
Property and equipment, net		7,861		8,117
Operating leases		2,492		2,318
Other assets		394		365
Total assets	$	15,467	$	16,234
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	1,918	$	2,014
Accrued liabilities		1,324		1,436
Borrowings under revolving credit facility		625		668
Current portion of:
Long-term debt		111		164
Finance leases and financing obligations		84		95
Operating leases		94		109
Total current liabilities		4,156		4,486
Long-term debt		1,638		1,747
Finance leases and financing obligations		2,714		2,791
Operating leases		2,780		2,595
Deferred income taxes		107		165
Other long-term liabilities		321		354
Shareholders’ equity:		3,751		4,096
Total liabilities and shareholders’ equity	$	15,467	$	16,234

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
(Dollars in Millions)	October 28, 2023			October 29, 2022
Operating activities
Net income	$	131		$	254
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		562			608
Share-based compensation		31			37
Deferred income taxes		(25	)		(41	)
Non-cash lease expense		70			81
Other non-cash items		13			12
Changes in operating assets and liabilities:
Merchandise inventories		(1,046	)		(1,802	)
Other current and long-term assets		66			102
Accounts payable		588			331
Accrued and other long-term liabilities		58			76
Operating lease liabilities		(69	)		(83	)
Net cash provided by (used in) operating activities		379			(425	)
Investing activities
Acquisition of property and equipment		(495	)		(733	)
Proceeds from sale of real estate		15			31
Other		(11	)		—
Net cash used in investing activities		(491	)		(702	)
Financing activities
Net borrowings under revolving credit facility		540			668
Treasury stock purchases		—			(658	)
Shares withheld for taxes on vested restricted shares		(13	)		(21	)
Dividends paid		(165	)		(184	)
Repayment of long-term borrowings		(164	)		—
Finance lease and financing obligation payments		(68	)		(81	)
Proceeds from financing obligations		19			9
Proceeds from stock option exercises		—			1
Net cash provided by (used in) financing activities		149			(266	)
Net increase (decrease) in cash and cash equivalents		37			(1,393	)
Cash and cash equivalents at beginning of period		153			1,587
Cash and cash equivalents at end of period	$	190		$	194

EX-99.2

Exhibit 99.2 Kids uniform Men’s Nike image footwear image

11 16

tightly. strong growth and the newness in our home decor and gifting initiatives and set us up to be successful in 2024

New image

Focus on stores driving improved performance ● Re-established stores as a key focal point of our strategy ● New leadership focused on driving increased store productivity ● Investments in improved merchandising and enhanced customer experience ● Favorable customer response to date from our efforts Q3 2023 YTD 2023 Store comparable Store comparable sales ~(1%) vs. last sales slightly positive year vs. last year

900 Sephora shops by year end 2023

(2.8%) (3%) to (4%) vs. 2022, includes a 1% benefit from the 53rd week A few of these 4 Approx. 4.0% images are summer apparel - probably makes sense to update for seasonal $2.30 $2.70 $2.20 to $2.60 Replace with fall apparel image Diluted

Pleased with store performance driven by strong growth in Sephora and the newness in our home decor and gifting initiatives

$0.82 January 28, 2023 Twelve Months Ended

Update images - Holiday theme

XML

Document and Entity Information	Nov. 21, 2023
Cover [Abstract]
Entity Registrant Name	KOHLS Corp
Amendment Flag	false
Entity Central Index Key	0000885639
Document Type	8-K
Document Period End Date	Nov. 21, 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