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KOHLS Corp - Quarter Report: 2019 August (Form 10-Q)

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended August 3, 2019

OR

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

For the Transition period from ________ to _________

 

Commission file number 1-11084

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

 

Wisconsin

 

39-1630919

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

N56 W17000 Ridgewood Drive,

Menomonee Falls, Wisconsin

 

53051

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code (262) 703-7000

 

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

Title of each class

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 (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      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

☐  

 

Smaller reporting company

 

 

 

 

 

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 pursuant to Section 13(a) of the Exchange Act.  

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: August 30, 2019 Common Stock, Par Value $0.01 per Share, 159,126,736 shares outstanding.

 


KOHL’S CORPORATION

INDEX

 

PART I

FINANCIAL INFORMATION

 

Item 1.

Financial Statements:

 

 

Consolidated Balance Sheets

3

 

Consolidated Statements of Income

4

 

Consolidated Statements of Changes in Shareholders' Equity

5

 

Consolidated Statements of Cash Flows

6

 

Notes to Consolidated Financial Statements

7

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

15

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

21

Item 4.

Controls and Procedures

21

 

 

 

PART II

OTHER INFORMATION

 

Item 1A.

Risk Factors

22

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

22

Item 6.

Exhibits

23

Signatures

24

 


Table of Contents

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

KOHL’S CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

(Dollars in Millions)

August 3,

2019

February 2,

2019

August 4,

2018

Assets

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

625

 

$

934

 

$

1,066

 

Merchandise inventories

 

3,656

 

 

3,475

 

 

3,572

 

Other

 

397

 

 

426

 

 

404

 

Total current assets

 

4,678

 

 

4,835

 

 

5,042

 

Property and equipment, net

 

7,276

 

 

7,428

 

 

7,635

 

Operating leases

 

2,428

 

 

-

 

 

-

 

Other assets

 

160

 

 

206

 

 

238

 

Total assets

$

14,542

 

$

12,469

 

$

12,915

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

$

1,330

 

$

1,187

 

$

1,404

 

Accrued liabilities

 

1,199

 

 

1,364

 

 

1,174

 

Income taxes payable

 

34

 

 

64

 

 

70

 

Current portion of:

 

 

 

 

 

 

 

 

 

Finance leases and financing obligations

 

119

 

 

115

 

 

122

 

Operating leases

 

158

 

 

-

 

 

-

 

Total current liabilities

 

2,840

 

 

2,730

 

 

2,770

 

Long-term debt

 

1,855

 

 

1,861

 

 

2,273

 

Finance leases and financing obligations

 

1,270

 

 

1,523

 

 

1,537

 

Operating leases

 

2,647

 

 

-

 

 

-

 

Deferred income taxes

 

254

 

 

184

 

 

188

 

Other long-term liabilities

 

221

 

 

644

 

 

660

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

Common stock

 

4

 

 

4

 

 

4

 

Paid-in capital

 

3,236

 

 

3,204

 

 

3,163

 

Treasury stock, at cost

 

(11,353

)

 

(11,076

)

 

(10,835

)

Accumulated other comprehensive loss

 

-

 

 

-

 

 

(8

)

Retained earnings

 

13,568

 

 

13,395

 

 

13,163

 

Total shareholders’ equity

 

5,455

 

 

5,527

 

 

5,487

 

Total liabilities and shareholders’ equity

$

14,542

 

$

12,469

 

$

12,915

 

 

See accompanying Notes to Consolidated Financial Statements

 

3


Table of Contents

 

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions, Except per Share Data)

August 3,

2019

August 4,

2018

August 3,

2019

August 4,

2018

Net sales

$

4,169

 

$

4,310

 

$

7,990

 

$

8,263

 

Other revenue

 

261

 

 

260

 

 

527

 

 

515

 

Total revenue

 

4,430

 

 

4,570

 

 

8,517

 

 

8,778

 

Cost of merchandise sold

 

2,550

 

 

2,605

 

 

4,965

 

 

5,101

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

1,269

 

 

1,272

 

 

2,544

 

 

2,532

 

Depreciation and amortization

 

228

 

 

241

 

 

458

 

 

483

 

Impairments, store closing and other costs

 

7

 

 

 

 

56

 

 

 

Operating income

 

376

 

 

452

 

 

494

 

 

662

 

Interest expense, net

 

53

 

 

65

 

 

105

 

 

135

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

42

 

Income before income taxes

 

323

 

 

387

 

 

389

 

 

485

 

Provision for income taxes

 

82

 

 

95

 

 

86

 

 

117

 

Net income

$

241

 

$

292

 

$

303

 

$

368

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

1.52

 

$

1.77

 

$

1.90

 

$

2.23

 

Diluted

$

1.51

 

$

1.76

 

$

1.89

 

$

2.21

 

 

See accompanying Notes to Consolidated Financial Statements

 

4


Table of Contents

 

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions, Except per Share Data)

August 3,

2019

August 4,

2018

August 3,

2019

August 4,

2018

Common stock

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

4

 

$

4

 

$

4

 

$

4

 

Stock options and awards

 

-

 

 

-

 

 

-

 

 

-

 

Balance, end of period

$

4

 

$

4

 

$

4

 

$

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paid-in capital

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

3,223

 

$

3,125

 

$

3,204

 

$

3,078

 

Stock options and awards

 

13

 

 

38

 

 

32

 

 

85

 

Balance, end of period

$

3,236

 

$

3,163

 

$

3,236

 

$

3,163

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

(11,221

)

$

(10,737

)

$

(11,076

)

$

(10,651

)

Treasury stock purchases

 

(133

)

 

(95

)

 

(254

)

 

(165

)

Stock options and awards

 

(2

)

 

(4

)

 

(27

)

 

(21

)

Dividends paid

 

3

 

 

1

 

 

4

 

 

2

 

Balance, end of period

$

(11,353

)

$

(10,835

)

$

(11,353

)

$

(10,835

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

-

 

$

(8

)

$

-

 

$

(11

)

Other comprehensive income

 

-

 

 

-

 

 

-

 

 

3

 

Balance, end of period

$

-

 

$

(8

)

$

-

 

$

(8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

13,436

 

$

12,972

 

$

13,395

 

$

13,006

 

Change in accounting standard (a)

 

-

 

 

-

 

 

88

 

 

(7

)

Net earnings

 

241

 

 

293

 

 

303

 

 

368

 

Dividends paid

 

(109

)

 

(102

)

 

(218

)

 

(204

)

Balance, end of period

$

13,568

 

$

13,163

 

$

13,568

 

$

13,163

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total shareholders' equity, end of period

$

5,455

 

$

5,487

 

$

5,455

 

$

5,487

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

 

Shares, beginning of period

 

375

 

 

374

 

 

374

 

 

373

 

Stock options and awards

 

-

 

 

-

 

 

1

 

 

1

 

Shares, end of period

 

375

 

 

374

 

 

375

 

 

374

 

Treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

Shares, beginning of period

 

(213

)

 

(206

)

 

(211

)

 

(205

)

Treasury stock purchases

 

(2

)

 

(1

)

 

(4

)

 

(2

)

Shares, end of period

 

(215

)

 

(207

)

 

(215

)

 

(207

)

Total shares outstanding, end of period

 

160

 

 

167

 

 

160

 

 

167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid per common share

$

0.67

 

$

0.61

 

$

1.34

 

$

1.22

 

 

(a)

Refer to Note 4 for details on the adoption of the new lease accounting standard. 

 

See accompanying Notes to Consolidated Financial Statements  

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Table of Contents

 

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Six Months Ended

(Dollars in Millions)

August 3,

2019

August 4,

2018

Operating activities

 

 

 

 

 

 

Net income

$

303

 

$

368

 

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

 

 

 

 

 

 

Depreciation and amortization

 

458

 

 

483

 

Share-based compensation

 

27

 

 

50

 

Deferred income taxes

 

41

 

 

(25

)

Impairments, store closing and other costs

 

45

 

 

-

 

Loss on extinguishment of debt

 

-

 

 

42

 

Non-cash lease expense

 

75

 

 

-

 

Other non-cash expenses

 

3

 

 

13

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Merchandise inventories

 

(175

)

 

(24

)

Accrued and other long-term liabilities

 

(177

)

 

(88

)

Accounts payable

 

143

 

 

133

 

Other current and long-term assets

 

29

 

 

89

 

Income taxes

 

(8

)

 

6

 

Operating lease liabilities

 

(88

)

 

-

 

Net cash provided by operating activities

 

676

 

 

1,047

 

Investing activities

 

 

 

 

 

 

Acquisition of property and equipment

 

(439

)

 

(312

)

Other

 

-

 

 

6

 

Net cash used in investing activities

 

(439

)

 

(306

)

Financing activities

 

 

 

 

 

 

Treasury stock purchases

 

(254

)

 

(165

)

Shares withheld for taxes on vested restricted shares

 

(27

)

 

(21

)

Dividends paid

 

(214

)

 

(202

)

Reduction of long-term borrowings

 

(6

)

 

(528

)

Premium paid on redemption of debt

 

-

 

 

(35

)

Finance lease and financing obligation payments

 

(60

)

 

(64

)

Proceeds from financing obligations

 

13

 

 

-

 

Proceeds from stock option exercises

 

2

 

 

32

 

Net cash used in financing activities

 

(546

)

 

(983

)

Net decrease in cash and cash equivalents

 

(309

)

 

(242

)

Cash at beginning of period

 

934

 

 

1,308

 

Cash at end of period

$

625

 

$

1,066

 

Supplemental information

 

 

 

 

 

 

Interest paid, net of capitalized interest

$

105

 

$

141

 

Income taxes paid

 

77

 

 

164

 

Property and equipment acquired through:

 

 

 

 

 

 

Finance lease liabilities

 

73

 

 

-

 

Operating lease liabilities

 

67

 

 

-

 

Financing obligations

 

-

 

 

7

 

 

 

See accompanying Notes to Consolidated Financial Statements

 

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Table of Contents

 

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for fiscal year end consolidated 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 consolidated financial statements and related footnotes included in our Annual Report on Form 10-K for the fiscal year ended February 2, 2019 (Commission File No. 1-11084) as filed with the Securities and Exchange Commission.

Due to the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

We operate as a single business unit.

The following table provides a brief description of issued, but not yet effective, accounting standards:

 

Standard

Description

Effect on our Financial Statements

Cloud Computing

(ASU 2018-15)

 

Issued August 2018

 

Effective Q1 2020

Under the new standard, implementation costs related to a cloud computing arrangement will be deferred or expensed as incurred, in accordance with the existing internal-use software guidance for similar costs.

 

The new standard also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense.

We are evaluating the impact of the new standard, but believe it is generally consistent with our current accounting for cloud computing arrangements and will not have a material impact on our financials.

 

 

 

 

 


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Table of Contents

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

2. Revenue Recognition

 

The following table summarizes net sales by line of business:

 

 

Three Months Ended

 

Six Months Ended

 

(Dollars in Millions)

August 3, 2019

 

August 4, 2018 (1)

 

August 3, 2019

 

August 4, 2018 (1)

 

Women's

$

1,373

 

$

1,439

 

$

2,592

 

$

2,694

 

Men's

 

933

 

 

955

 

 

1,717

 

 

1,745

 

Home

 

651

 

 

678

 

 

1,280

 

 

1,369

 

Children's

 

458

 

 

464

 

 

914

 

 

919

 

Footwear

 

447

 

 

465

 

 

867

 

 

902

 

Accessories

 

307

 

 

309

 

 

620

 

 

634

 

Net Sales

$

4,169

 

$

4,310

 

$

7,990

 

$

8,263

 

 

(1)

Certain businesses do not agree to previously reported amounts due to changes in category classification.

 

Liabilities for performance obligations resulting from our rewards programs, return reserves, and unredeemed gift cards and merchandise return cards totaled $354 million as of August 3, 2019, $413 million as of February 2, 2019 and $358 million as of August 4, 2018.

 

3. Debt

 

Long-term debt consists of the following unsecured senior debt:

 

 

 

 

 

 

 

 

Outstanding

Maturity by fiscal year

(Dollars in Millions)

Effective

Rate

Coupon

Rate

August 3,

2019

February 2,

2019

August 4,

2018

2021

 

4.81

%

 

4.00

%

$

-

 

$

-

 

$

413

 

2023

 

3.25

%

 

3.25

%

 

350

 

 

350

 

 

350

 

2023

 

4.78

%

 

4.75

%

 

184

 

 

184

 

 

184

 

2025

 

4.25

%

 

4.25

%

 

650

 

 

650

 

 

650

 

2029

 

7.36

%

 

7.25

%

 

42

 

 

42

 

 

42

 

2033

 

6.05

%

 

6.00

%

 

113

 

 

113

 

 

112

 

2037

 

6.89

%

 

6.88

%

 

101

 

 

101

 

 

101

 

2045

 

5.57

%

 

5.55

%

 

427

 

 

433

 

 

435

 

Outstanding long-term debt

 

 

 

 

 

 

 

1,867

 

 

1,873

 

 

2,287

 

Unamortized debt discounts and deferred financing costs

 

 

 

 

 

 

 

(12

)

 

(12

)

 

(14

)

Long-term debt

 

 

 

 

 

 

$

1,855

 

$

1,861

 

$

2,273

 

Effective interest rate

 

 

 

 

 

 

 

4.74

%

 

4.74

%

 

4.76

%

 

Our long-term debt is classified as Level 1, financial instruments with unadjusted, quoted prices listed on active market exchanges. The estimated fair value of our long-term debt was $1.9 billion at August 3, 2019, $1.8 billion at February 2, 2019, and $2.3 billion at August 4, 2018.

 

On July 25, 2019, we amended and extended our existing credit facility with various lenders which provides for a $1.0 billion senior unsecured five-year revolving credit facility that will mature in July 2024.  Among other things, the agreement includes a maximum leverage ratio financial covenant (which is generally consistent with the ratio under our prior agreement) and restrictions on liens and subsidiary indebtedness.  No amounts were outstanding on the credit facility at August 3, 2019, February 2, 2019, or August 4, 2018.

8


Table of Contents

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Year to date 2019, we have reduced our outstanding debt by $6 million through open market repurchases.          

 

4. Leases

Effective February 3, 2019 (the “adoption date”), we adopted ASC 842 Leases (the “new standard”).  The new standard requires lessees to recognize a liability for lease obligations and a corresponding right of use asset on the balance sheet. The guidance also requires disclosure of key information about leasing arrangements that is intended to give financial statement users the ability to assess the amount, timing, and potential uncertainty of cash flows related to leases.  We adopted the new standard using a modified retrospective transition method and applied the transition provisions at the beginning of the period of adoption through a cumulative-effect adjustment to retained earnings.  We did not restate prior period financial statements.

The new standard includes several transition practical expedients that were available to reduce the burden of implementing the standard.  

 

 

We elected the package of practical expedients, which among other things, allowed us to carry forward our historical lease classifications.

 

We did not elect the hindsight practical expedient which would have allowed us to revisit key assumptions, such as lease term, that were made when we originally entered into the lease.

The following table summarizes changes in our Consolidated Balance Sheet upon adoption of the new standard:

 

(Dollars in Millions)

 

Assets

 

 

 

 

Property and equipment, net

$

(174

)

(a)

Operating leases

 

2,446

 

(b)

Other assets

 

(32

)

(c)

Total assets

$

2,240

 

 

 

 

 

 

 

Liabilities and Shareholders' Equity

 

 

 

 

Finance leases and financing obligations

$

(237

)

(a)

Operating leases

 

2,771

 

(b)

Accrued and other liabilities

 

(413

)

(c)

Deferred taxes

 

31

 

(d)

Shareholders' equity

 

88

 

(d)

Total liabilities and shareholders' equity

$

2,240

 

 

 

 

(a)

The reductions are primarily due to historical failed sale leaseback and build to suit arrangements where we were deemed owner for accounting purposes. In accordance with ASC 842 transition provisions, they became operating or finance leases.  

 

 

(b)

The increases include land and other operating leases which were not previously recorded on our balance sheet or were previously recorded as financing obligations.

 

 

(c)

The reductions are primarily due to the reclassification of lease-related assets and liabilities such as straight-line rent and reserves for closed stores to operating lease assets and liabilities.

 

 

(d)

The cumulative effect of lease adjustments, net of the deferred tax impact, was recorded as an adjustment to retained earnings.  In addition, retained earnings include a $26 million lease impairment charge.

9


Table of Contents

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

 

These adjustments represent non-cash activities for Statement of Cash Flow purposes.

 

Adoption of the new standard is not expected to have a material impact on our net income prospectively.  We expect immaterial increases in Selling, general and administrative expenses to be more than offset by decreases in Depreciation and amortization and Interest expense. Substantially all of the expected income statement changes are due to the reversal of accounting for build to suit arrangements where construction is complete which were accounted for as operating or finance leases in accordance with the transition provisions of ASC 842.

 

Finance and Operating Leases

 

We lease certain property and equipment used in our operations.  Some of our store leases include additional rental payments based on a percentage of sales over contractual levels or which are adjusted periodically for inflation.  Our typical store lease has an initial term of 20 to 25 years and four to eight five-year renewal options.  

 

Lease assets represent our right to use an underlying asset for the lease term. Lease assets are recognized at commencement date based on the value of the lease liability and are adjusted for any lease payments made to the lessor at or before commencement date, minus any lease incentives received and any initial direct costs incurred by the lessee.

 

Lease liabilities represent our contractual obligation to make lease payments.  At the commencement date, the lease liabilities equal the present value of minimum lease payments over the lease term.  As the implicit interest rate is not readily identifiable in our leases, we estimate our collateralized borrowing rate to calculate the present value of lease payments. For leases that commenced prior to the adoption date, we used the February 3, 2019 rate for a term consistent with the original lease term for operating leases and the rate on the lease commencement date for finance leases.

 

For leases with terms of 12 months or less, we elected the practical expedient to exclude them from the balance sheet and recognize expense on a straight-line basis over the lease term.  For leases beginning, modified, or reassessed in 2019 and later, we elected the practical expedient to combine lease and non-lease components.

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KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following tables summarize our operating and finance leases and where they are presented in our Consolidated Financial Statements:

 

Consolidated Balance Sheet

August 3,

2019

(Dollars in Millions)

Classification

Assets

 

 

 

 

Operating leases

Operating leases

$

2,428

 

Finance leases

Property and equipment, net

 

544

 

Total operating and finance leases

 

 

2,972

 

Liabilities

 

 

 

 

Current

 

 

 

 

Operating leases

Current portion of operating leases

 

158

 

Finance leases

Current portion of finance leases and financing obligations

 

72

 

Noncurrent

 

 

 

 

Operating leases

Operating leases

 

2,647

 

Finance leases

Finance leases and financing obligations

 

764

 

Total operating and finance leases

 

$

3,641

 

 

 

Consolidated Statement of Income

Three Months Ended

 

Six Months

Ended

 

(Dollars in Millions)

Classification

August 3, 2019

 

August 3, 2019

 

Operating leases

Selling, general, and administrative

$

79

 

$

157

 

Finance leases

 

 

 

 

 

 

 

Amortization of leased assets

Depreciation and amortization

 

18

 

 

35

 

Interest on lease liabilities

Interest expense, net

 

24

 

 

48

 

Total operating and finance leases

 

$

121

 

$

240

 

 

 

Consolidated Statement of Cash Flows

Six Months

Ended

 

(Dollars in Millions)

Classification

August 3, 2019

 

Cash paid for amounts included in the measurement of lease liabilities

 

 

 

Operating cash flows from operating leases

$

169

 

Operating cash flows from finance leases

 

48

 

Financing cash flows from finance leases

 

37

 

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Table of Contents

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following table summarizes future lease payments by fiscal year:

 

 

August 3, 2019

 

(Dollars in Millions)

Operating Leases

 

Finance Leases

 

Total

 

2019

$

145

 

$

82

 

$

227

 

2020

 

309

 

 

168

 

 

477

 

2021

 

301

 

 

148

 

 

449

 

2022

 

287

 

 

131

 

 

418

 

2023

 

272

 

 

111

 

 

383

 

After 2023

 

3,603

 

 

1,686

 

 

5,289

 

Total lease payments

 

4,917

 

 

2,326

 

 

7,243

 

Amount representing interest

 

(2,112

)

 

(1,490

)

 

(3,602

)

Lease liabilities

$

2,805

 

$

836

 

$

3,641

 

 

Total lease payments include $2.9 billion related to options to extend operating lease terms that are reasonably certain of being exercised and $1.4 billion related to options to extend finance lease terms that are reasonably certain of being exercised. 

 

The following table summarizes weighted-average remaining lease term and discount rates:

 

 

August 3, 2019

 

Weighted-average remaining term (years)

 

 

 

Operating leases

 

20

 

Finance leases

 

17

 

Weighted-average discount rate

 

 

 

Operating leases

 

6

%

Finance leases

 

12

%

 

Financing Obligations

 

Historical failed sale leasebacks that did not qualify for sale leaseback accounting upon adoption of ASC 842 continue to be accounted for as financing obligations.

 

The following tables summarize our financing obligations and where they are presented in our Consolidated Financial Statements:

 

Consolidated Balance Sheet

 

 

 

(Dollars in Millions)

Classification

August 3, 2019

 

Assets

 

 

 

 

Financing obligations

Property and equipment, net

$

81

 

Liabilities

 

 

 

 

Current

Current portion of finance leases and financing obligations

 

47

 

Noncurrent

Finance leases and financing obligations

 

506

 

Total financing obligations

 

$

553

 

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Table of Contents

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

 

 

Consolidated Statement of Income

Three Month Ended

 

Six Months Ended

 

(Dollars in Millions)

Classification

August 3, 2019

 

August 3, 2019

 

Amortization of financing obligation assets

Depreciation and amortization

$

3

 

$

6

 

Interest on financing obligations

Interest expense, net

 

9

 

 

19

 

Total financing obligations

 

$

12

 

$

25

 

 

 

Consolidated Statement of Cash Flows

Six Months

Ended

August 3, 2019

(Dollars in Millions)

Classification

Cash paid for amounts included in the measurement of financing obligations

 

 

 

Operating cash flows from financing obligations

$

19

 

Financing cash flows from financing obligations

 

23

 

Proceeds from financing obligations

 

13

 

 

The following table summarizes future financing obligation payments by fiscal year:

 

(Dollars in Millions)

August 3, 2019

2019

$

29

 

2020

 

72

 

2021

 

72

 

2022

 

68

 

2023

 

66

 

After 2023

 

249

 

Total financing obligations payments

 

556

 

Non-cash gain on future sale of property

 

238

 

Amount representing interest

 

(241

)

Financing obligation liability

$

553

 

 

 

The following table summarizes the weighted-average remaining term and discount rate for financing obligations:

 

 

August 3, 2019

Weighted-average remaining term (years)

 

9

 

Weighted-average discount rate

 

7

%

 

 

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Table of Contents

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

5. Stock-Based Awards

The following table summarizes our stock-based awards activity for the six months ended August 3, 2019:

 

 

Nonvested Stock Awards

Performance Share Units

Stock Options

 

Stock Warrants

(Shares and Units in Thousands)

Shares

 

Weighted

Average

Grant Date

Fair Value

 

Units

Weighted

Average

Grant Date

Fair Value

 

Shares

 

Weighted

Average

Exercise

Price

 

Shares

 

Weighted

Average

Exercise

Price

 

Balance - February 2, 2019

 

2,601

 

$

51.90

 

 

1,046

 

$

52.08

 

 

136

 

$

51.48

 

 

-

 

$

-

 

Granted

 

717

 

 

66.87

 

 

224

 

 

73.77

 

 

-

 

 

-

 

 

1,747

 

 

69.68

 

Exercised/vested

 

(753

)

 

52.59

 

 

(336

)

 

46.87

 

 

(39

)

 

51.10

 

 

-

 

 

-

 

Forfeited/expired

 

(113

)

 

57.49

 

 

(57

)

 

55.35

 

 

-

 

 

-

 

 

-

 

 

-

 

Balance - August 3, 2019

 

2,452

 

$

55.79

 

 

877

 

$

59.40

 

 

97

 

$

51.64

 

 

1,747

 

$

69.68

 

 

Effective April 18, 2019, in connection with our entry into a commercial agreement with Amazon.com Services, Inc. (“Amazon”), we issued warrants to an affiliate of Amazon, to purchase up to 1,747,441 shares of our common stock at an exercise price of $69.68, subject to customary anti-dilution provisions.  The fair value was estimated to be $17.52 per warrant using a binomial lattice method.  The warrants vest in five equal annual installments beginning on January 15, 2020 and expire on April 18, 2026. Unvested warrants will not vest if the commercial agreement is terminated, not renewed, or if no substitute written returns arrangement is entered into between the parties.

 

6. Contingencies

We are subject to certain legal proceedings and claims arising out of the conduct of our business.  In the opinion of management, the outcome of these proceedings and litigation will not have a material adverse impact on our consolidated financial statements.

 

7. Net Income Per Share

 

Basic net income per share is net income divided by the average number of common shares outstanding during the period. Diluted net income per share includes incremental shares assumed for share-based awards and stock warrants.

 

The information required to compute basic and diluted net income per share is as follows:

 

 

Three Months Ended

Six Months Ended

(Dollar and Shares in Millions, Except per Share Data)

August 3,

2019

August 4,

2018

August 3,

2019

August 4,

2018

Numerator—Net income

$

241

 

$

292

 

$

303

 

$

368

 

Denominator—Weighted-average shares:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

159

 

 

165

 

 

160

 

 

165

 

Dilutive impact

 

 

 

1

 

 

1

 

 

1

 

Diluted

 

159

 

 

166

 

 

161

 

 

166

 

Antidilutive shares

 

3

 

 

 

 

1

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

1.52

 

$

1.77

 

$

1.90

 

$

2.23

 

Diluted

$

1.51

 

$

1.76

 

$

1.89

 

$

2.21

 

 

 

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Table of Contents

 

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

For purposes of the following discussion, unless noted, all references to "the second quarter" are for the three fiscal months (13 weeks) ended August 3, 2019 or August 4, 2018.  References to “year to date” and “first half” are for the six fiscal months (26 weeks) ended August 3, 2019 or August 4, 2018. References to “the first quarter” are for the following three fiscal months (13 weeks) ended May 4, 2019 or May 5, 2018.

This Form 10-Q contains "forward-looking statements" made within the meaning of the Private Securities Litigation Reform Act of 1995.  Words such as "believes," “anticipates,” “plans,” "may," "intends," "will," "should," “expects” and similar expressions are intended to identify forward-looking statements.  Forward-looking statements may include comments about our future sales or financial performance and our plans, performance, and other objectives, expectations or intentions, such as statements regarding our liquidity, debt service requirements, planned capital expenditures, future store initiatives, and adequacy of capital resources and reserves. Forward-looking statements are based on our 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 Part I, Item 1A of our 2018 Form 10-K or disclosed from time to time in our filings with the SEC, 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 we undertake no obligation to update them.

 

Executive Summary

As of August 3, 2019, we operated 1,155 Kohl's department stores, a website (www.Kohls.com), and 12 FILA outlets. Our Kohl's stores and website sell moderately-priced proprietary and national brand apparel, footwear, accessories, beauty and home products. Our Kohl's stores generally carry a consistent merchandise assortment with some differences attributable to local preferences. Our website includes merchandise which is available in our stores, as well as merchandise that is available only online.

Key financial results for the second quarter of 2019 include:

 

2.9% decrease in comparable sales

 

72 basis point decrease in gross margin as a percent of net sales

 

0.2% decrease in SG&A

 

14% decrease in diluted earnings per share

 

12% decrease in diluted earnings per share excluding non-recurring charges

We adopted the new lease accounting standard in the first quarter of 2019 and prior periods were not restated.  

See "Results of Operations" and "Liquidity and Capital Resources" for additional details about our financial results.

 

Results of Operations

Total Revenue

 

 

Three Months Ended

 

Six Months Ended

 

(Dollars in Millions)

August 3, 2019

 

August 4, 2018

 

Change

August 3, 2019

 

August 4, 2018

 

Change

Net sales

$

4,169

 

$

4,310

 

$

(141

)

$

7,990

 

$

8,263

 

$

(273

)

Other revenue

 

261

 

 

260

 

 

1

 

 

527

 

 

515

 

 

12

 

Total revenue

$

4,430

 

$

4,570

 

$

(140

)

$

8,517

 

$

8,778

 

$

(261

)

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Comparable sales decreased 2.9% for the second quarter and 3.2% year to date

 

The decreases in comparable sales in the second quarter and year to date 2019 reflect decreases in transactions and average transaction value.

 

From a line of business perspective, Accessories, Children’s, and Men’s outperformed the Company average for the second quarter and year to date 2019, and Footwear, Home, and Women’s performed below the Company average in both the second quarter and year to date 2019.

 

Geographically, the strongest regions were the Midwest and Northeast for the second quarter and Midwest and Mid-Atlantic year to date 2019.

 

Digital sales increased in the mid-teens for the second quarter and low double digits year to date 2019.

Comparable sales is a measure that highlights the performance of our stores and digital channel by measuring the change in sales for a period over the comparable, prior-year period of equivalent length. Comparable sales include all store and digital sales, except sales from stores open less than 12 months, stores that have been closed, and stores where square footage has changed by more than 10%. We measure the change in digital sales by including all sales initiated online or through mobile applications, including omnichannel transactions which are fulfilled through our stores.  Comparable sales measures vary across the retail industry. As a result, our comparable sales calculation may not be consistent with similarly titled measures reported by other companies.  

Other revenue increased $1 million to $261 million for the second quarter of 2019 and $12 million to $527 million for the 6 months ended August 3, 2019 compared with the same periods in 2018.  The increases were driven by higher credit revenue.

Cost of Merchandise Sold and Gross Margin

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

August 3,

2019

August 4,

2018

Change

August 3, 2019

August 4,

2018

Change

Net sales

$

4,169

 

$

4,310

 

$

(141

)

 

$

7,990

 

$

8,263

 

$

(273

)

 

Cost of merchandise sold

 

2,550

 

 

2,605

 

 

(55

)

 

 

4,965

 

 

5,101

 

 

(136

)

 

Gross margin

$

1,619

 

$

1,705

 

$

(86

)

 

$

3,025

 

$

3,162

 

$

(137

)

 

Gross margin as a percent of net sales

 

38.8

%

 

39.5

%

 

(72

)

bp

 

37.9

%

 

38.3

%

 

(41

)

bp

Cost of merchandise sold 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 our vendors to our distribution centers; shipping expenses for digital sales; and terms cash discount. Our Cost of merchandise sold may not be comparable with that of other retailers because we include distribution center and buying costs in Selling, general and administrative expenses while other retailers may include these expenses in Cost of merchandise sold.  

The decreases in gross margin as a percent of net sales were driven by higher shipping costs due to increases in digital sales penetration in the second quarter and year to date 2019 and due to pricing and promotions implemented in the second quarter of 2019.   The year-to-date period also reflects an unfavorable mix shift between regular and clearance sales.

 

 

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Table of Contents

 

Selling, General and Administrative Expenses ("SG&A")

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

August 3,

2019

August 4,

2018

Change

August 3,

2019

August 4,

2018

Change

SG&A

$

1,269

 

$

1,272

 

$

(3

)

 

$

2,544

 

$

2,532

 

$

12

 

 

As a percent of total revenue

 

28.6

%

 

27.8

%

 

(81

)

bp

 

29.9

%

 

28.8

%

 

(102

)

bp

SG&A expenses include compensation and benefit costs (including stores, headquarters, buying, and distribution centers); occupancy and operating costs of our retail, distribution and corporate facilities; freight expenses associated with moving merchandise from our distribution centers to our retail stores and among distribution and retail facilities; marketing expenses, offset by vendor payments for reimbursement of specific, incremental and identifiable costs; expenses related to our credit card operations; and other administrative revenues and expenses.  We do not include depreciation and amortization in SG&A. The classification of these expenses varies across the retail industry.  

Many of our expenses, including store payroll and distribution costs, are variable in nature. These costs generally increase as sales increase and decrease as sales decrease. We measure both the change in these variable expenses and the expense as a percent of sales. If the expense as a percent of sales decreased from the prior year, the expense "leveraged". If the expense as a percent of sales increased over the prior year, the expense "deleveraged".

The following table summarizes the increases and (decreases) in SG&A by expense type:

 

 

Three Months Ended

Six Months Ended

(Dollars In Millions)

August 3, 2019

 

August 3, 2019

 

Store expenses

$

12

 

$

17

 

Marketing

 

5

 

 

20

 

Credit expenses

 

(1

)

 

(5

)

Technology

 

(3

)

 

1

 

Corporate and other

 

(16

)

 

(21

)

Total (decrease) increase

$

(3

)

$

12

 

SG&A expenses decreased 0.2% in the second quarter of 2019, however, deleveraged 81 basis points compared to the second quarter of 2018.  Year to date, SG&A increased 0.5% and deleveraged 102 basis points.  The changes were driven by an increase in store expenses which reflect higher rent expense in the second quarter and year to date 2019, primarily due to the new lease accounting standard.  In addition, marketing expense increases were driven by continued investments to target market share gains over the long-term.  Corporate and other expenses decreased due to lower general corporate costs in 2019 and expenses associated with leadership changes in 2018.  

Other Expenses

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

August 3, 2019

August 4, 2018

Change

August 3, 2019

August 4, 2018

Change

Depreciation and amortization

$

228

 

$

241

 

$

(13

)

$

458

 

$

483

 

$

(25

)

Interest expense, net

 

53

 

 

65

 

 

(12

)

 

105

 

 

135

 

 

(30

)

Impairments, store closing and other costs

 

7

 

 

 

 

7

 

 

56

 

 

 

 

56

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

42

 

 

(42

)

 

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Table of Contents

 

Depreciation and amortization decreases were driven by the maturity of our store portfolio, as well as the adoption of the new lease accounting standard.

Interest expense, net decreased in the second quarter and year to date 2019 due primarily to the benefits of debt reductions in 2018 and adoption of the new lease accounting standard.

In the second quarter of 2019, we incurred $7 million in costs related to the closure of our four Off-Aisle clearance centers and a voluntary role reduction program conducted during the period. In the first quarter of 2019, we incurred $49 million in lease asset impairment charges related to the closure of four Kohl’s stores.

In the first quarter of 2018, we recognized a $42 million loss on extinguishment of debt related to our $500 million cash tender offer.  

Income Taxes

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

August 3,

2019

August 4,

2018

Change

August 3, 2019

August 4, 2018

Change

Provision for income taxes

$

82

 

$

95

 

$

(13

)

$

86

 

$

117

 

$

(31

)

Effective tax rate

 

25.3

%

 

24.5

%

 

 

 

 

22.1

%

 

24.2

%

 

 

 

The decreases in the provision for income taxes were driven by lower taxable income in the second quarter and year to date 2019.  Year to date 2019, the provision also reflects a lower tax rate due to a favorable state audit settlement in the first quarter of 2019.

Income before Income Taxes, Net Income and Earnings Per Diluted Share

 

 

2019

 

2018

 

(Dollars in Millions, Except per Share Data)

Income

before

Income Taxes

 

Net

Income

 

Earnings

Per Diluted

Share

 

Income

before

Income Taxes

 

Net

Income

 

Earnings

Per Diluted

Share

 

Three Months Ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP

$

323

 

$

241

 

$

1.51

 

$

387

 

$

292

 

$

1.76

 

Impairments, store closings and other costs

 

7

 

 

6

 

 

0.04

 

 

 

 

 

 

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted (Non-GAAP)

$

330

 

$

247

 

$

1.55

 

$

387

 

$

292

 

$

1.76

 

Six Months Ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP

$

389

 

$

303

 

$

1.89

 

$

485

 

$

368

 

$

2.21

 

Impairments, store closings and other costs

 

56

 

 

42

 

 

0.26

 

 

 

 

 

 

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

42

 

 

31

 

 

0.19

 

Adjusted (Non-GAAP)

$

445

 

$

345

 

$

2.15

 

$

527

 

$

399

 

$

2.40

 

 

We believe the adjusted results in the table above are useful because they provide enhanced visibility into our results, excluding non-recurring expenses.  However, these non-GAAP financial measures are not intended to replace the comparable GAAP measures.

Seasonality and Inflation

Our business, like that of most retailers, is subject to seasonal influences, with the majority of sales and income typically realized during the second half of each fiscal year, which includes the back-to-school and holiday seasons. Approximately 15% of annual sales typically occur during the back-to-school season and 30% during the

18


Table of Contents

 

holiday season. Because of the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

We expect that our operations will continue to be influenced by general economic conditions, including food, fuel and energy prices, higher wages and by costs to source our merchandise, including tariffs. There can be no assurances that such factors will not impact our business in the future.  

 

Liquidity and Capital Resources

The following table presents our primary uses and sources of cash.

Cash Uses

 

Cash Sources

Operational needs, including salaries, rent, taxes and other costs of running our business

Capital expenditures

Inventory

Share repurchases

Dividend payments

Debt reduction

 

Cash flow from operations

Short-term trade credit, in the form of extended payment terms

Line of credit under our revolving credit facility

 

Our working capital and inventory levels typically build throughout the fall, peaking during the November and December holiday selling season.

 

Six Months Ended

 

(Dollars in Millions)

August 3, 2019

 

August 4, 2018

 

Change

 

Net cash provided by (used in):

 

 

 

 

 

 

 

 

 

Operating activities

$

676

 

$

1,047

 

$

(371

)

Investing activities

 

(439

)

 

(306

)

 

(133

)

Financing activities

 

(546

)

 

(983

)

 

437

 

 

Operating Activities

Operating activities generated $676 million of cash in the first half of 2019 compared to $1,047 million in the first half of 2018.  The decrease was primarily due to increased inventory purchases and changes in operating liabilities.

Investing Activities

Investing activities used cash of $439 million in the first half of 2019 and $306 million in the first half of 2018.  The increase was primarily due to investments in our E-commerce fulfillment centers.

Financing Activities

Financing activities used cash of $546 million in the first half of 2019 and $983 million in the first half of 2018.

We paid cash for treasury stock purchases of $254 million in the first half of 2019 and $165 million in the first half of 2018.  Share repurchases are discretionary in nature. The timing and amount of repurchases are based upon available cash balances, our stock price and other factors.

 

We paid cash dividends of $214 million ($1.34 per share) in the first half of 2019 and $202 million ($1.22 per share) in the first half of 2018. On August 13, 2019, our Board of Directors declared a quarterly cash dividend on

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our common stock of $0.67 per share. The dividend is payable September 25, 2019 to shareholders of record at the close of business on September 11, 2019.

 

We used cash to repurchase $6 million of debt on the open market in the first half of 2019 and to repurchase $528 million of debt pursuant to a tender offer and on the open market in the first half of 2018. We may again seek to retire or purchase our outstanding debt through open market cash purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

 

On July 25, 2019, we amended and extended our existing credit facility with various lenders which provides for a $1.0 billion senior unsecured five-year revolving credit facility that will mature in July 2024.  Among other things, the agreement includes a maximum leverage ratio financial covenant (which is generally consistent with the ratio under our prior agreement) and restrictions on liens and subsidiary indebtedness.  No amounts were outstanding on the credit facility at August 3, 2019, February 2, 2019, or August 4, 2018. 

 

As of August 3, 2019, our credit ratings were as follows:

 

 

Moody’s

Standard &

Poor’s

Fitch

Long-term debt

Baa2

BBB

BBB

 

Key Financial Ratios

Key financial ratios that provide certain measures of our liquidity are as follows:

 

(Dollars in Millions)

August 3, 2019

 

August 4, 2018

 

Working capital

$

1,838

 

$

2,272

 

Current ratio

 

1.65

 

 

1.82

 

 

The decreases in our working capital and current ratio are primarily due to lower cash balances as a result of debt reductions, share repurchases and dividends, as well as the addition of operating leases to current liabilities due to adoption of the new lease accounting standard.  

Debt Covenant Compliance

As of August 3, 2019, we were in compliance with all debt covenants and expect to remain in compliance during the remainder of fiscal 2019.  

Contractual Obligations

Other than operating leases which are now Recorded, rather than Unrecorded contractual obligations, there have been no significant changes in the contractual obligations disclosed in our 2018 Form 10-K.

Off-Balance Sheet Arrangements

We have not provided any financial guarantees as of August 3, 2019.

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We have not created, and are not a party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. We do not have any arrangements or relationships with entities that are not consolidated into our financial statements that are reasonably likely to materially affect our financial condition, liquidity, results of operations or capital resources.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us 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 our Board of Directors. There have been no significant changes in the critical accounting policies and estimates discussed in our 2018 Form 10-K.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in the market risks described in our 2018 Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (the “Evaluation”) at a reasonable assurance level as of the last day of the period covered by this report.

Based upon the Evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at the reasonable assurance level. Disclosure controls and procedures are defined by Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act") as controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the second quarter of 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On August 4, 2019, we implemented a new enterprise resource planning (“ERP”) system which affects many of our financial processes.  This project is expected to improve the efficiency and effectiveness of certain financial and business transaction processes, as well as the underlying systems environment.  The new ERP system will be a significant component of our internal control over financial reporting.  

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PART II. OTHER INFORMATION

Item 1A. Risk Factors

There have been no significant changes in the risk factors described in our 2018 Form 10-K.

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

The following table contains information for shares of common stock repurchased and shares acquired from employees in lieu of amounts required to satisfy minimum tax withholding requirements upon the vesting of the employees’ stock-based compensation during the three fiscal months ended August 3, 2019:

 

(Dollars in Millions)

Total Number

of Shares

Purchased

Average

Price

Paid Per

Share

Total Number

of Shares

Purchased as

Part of

Publicly

Announced

Plans or

Programs

Approximate

Dollar Value

of Shares

that May Yet

Be Purchased

Under the Plans

or Programs

May 5 - June 1, 2019

 

652,849

 

$

58.82

 

 

625,302

 

$

1,046

 

June 2 - July  6, 2019

 

1,144,386

 

 

47.84

 

 

1,132,119

 

 

992

 

July 7 - August 3, 2019

 

844,211

 

 

49.89

 

 

841,986

 

 

950

 

Total

 

2,641,446

 

$

51.08

 

 

2,599,407

 

$

950

 

 

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Item 6. Exhibits

 

Exhibit

Description

4.1

Third Amended and Restated Credit Agreement dated as of  July 25, 2019 by and among the Company, the various lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, a Swing Line Lender and an Issuing Bank, Bank of America, N.A., JPMorgan Chase Bank, N.A., MUFG Bank, Ltd. and U.S. Bank National Association, as Syndication Agents, Swing Line Lenders, and Issuing Banks, and Capital One, N.A., Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc., as Documentation Agents, and Wells Fargo Securities, LLC, BofA Securities, Inc., JP Morgan Chase Bank, N.A., MUFG Bank, Ltd., and U.S. Bank National Association, as Joint Lead Arrangers and Bookrunners, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated July 25, 2019.

31.1

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

31.2

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

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101)

 

 

 

 

 

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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: September 6, 2019

/s/ Bruce Besanko

 

Bruce Besanko

On behalf of the Registrant and as Chief Financial Officer

(Principal Financial Officer)

 

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