Annual Statements Open main menu

KOHLS Corp - Quarter Report: 2023 July (Form 10-Q)

10-Q

 

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 July 29, 2023

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

img73352079_0.jpg 

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 25, 2023 Common Stock, Par Value $0.01 per Share, 110,688,791 shares outstanding.

 

 


 

KOHL’S CORPORATION

INDEX

 

PART I

FINANCIAL INFORMATION

3

Item 1.

Financial Statements:

3

 

Consolidated Balance Sheets

3

 

Consolidated Statements of Operations

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

14

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

21

Item 4.

Controls and Procedures

21

 

 

 

PART II

OTHER INFORMATION

22

Item 1.

Legal Proceedings

22

Item 1A.

Risk Factors

22

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

22

Item 5.

Other Information

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)

July 29, 2023

January 28, 2023

July 30, 2022

Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$204

$153

$222

Merchandise inventories

3,474

3,189

4,034

Other

296

394

374

Total current assets

3,974

3,736

4,630

Property and equipment, net

7,945

7,926

8,228

Operating leases

2,493

2,304

2,296

Other assets

382

379

469

Total assets

$14,794

$14,345

$15,623

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

Current liabilities:

 

 

 

Accounts payable

$1,376

$1,330

$1,497

Accrued liabilities

1,246

1,220

1,426

Borrowings under revolving credit facility

560

85

79

Current portion of:

 

 

 

Long-term debt

111

275

164

Finance leases and financing obligations

84

94

96

Operating leases

93

111

108

Total current liabilities

3,470

3,115

3,370

Long-term debt

1,637

1,637

1,747

Finance leases and financing obligations

2,730

2,786

2,830

Operating leases

2,777

2,578

2,568

Deferred income taxes

121

129

194

Other long-term liabilities

324

337

370

Shareholders’ equity:

 

 

 

Common stock

2

4

4

Paid-in capital

3,502

3,479

3,406

Treasury stock, at cost

(2,569)

(13,715)

(13,151)

Retained earnings

2,800

13,995

14,285

Total shareholders’ equity

$3,735

$3,763

$4,544

Total liabilities and shareholders’ equity

$14,794

$14,345

$15,623

 

See accompanying Notes to Consolidated Financial Statements

 

3


Table of Contents

 

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

Three Months Ended

Six Months Ended

(Dollars in Millions, Except per Share Data)

July 29, 2023

July 30, 2022

July 29, 2023

July 30, 2022

Net sales

$3,678

$3,863

$7,033

$7,334

Other revenue

217

224

433

468

Total revenue

3,895

4,087

7,466

7,802

Cost of merchandise sold

2,242

2,332

4,289

4,472

Operating expenses:

 

 

 

 

Selling, general, and administrative

1,304

1,283

2,542

2,576

Depreciation and amortization

186

206

374

406

Operating income

163

266

261

348

Interest expense, net

89

77

173

145

Income before income taxes

74

189

88

203

Provision for income taxes

16

46

16

46

Net income

$58

$143

$72

$157

Net income per share:

 

 

 

 

Basic

$0.52

$1.13

$0.65

$1.24

Diluted

$0.52

$1.11

$0.65

$1.22

 

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)

July 29, 2023

July 30, 2022

July 29, 2023

July 30, 2022

Common stock

 

 

 

 

Balance, beginning of period

$2

$4

$4

$4

Stock-based awards

Retirement of treasury stock

(2)

Balance, end of period

$2

$4

$2

$4

 

 

 

 

 

Paid-in capital

 

 

 

 

Balance, beginning of period

$3,489

$3,395

$3,479

$3,375

Stock-based awards

13

11

23

31

Balance, end of period

$3,502

$3,406

$3,502

$3,406

 

 

 

 

 

Treasury stock

 

 

 

 

Balance, beginning of period

$(2,569)

$(13,150)

$(13,715)

$(12,975)

Treasury stock purchases

(158)

Stock-based awards

(1)

(2)

(13)

(20)

Dividends paid

1

1

2

2

Retirement of treasury stock

11,157

Balance, end of period

$(2,569)

$(13,151)

$(2,569)

$(13,151)

 

 

 

 

 

Retained earnings

 

 

 

 

Balance, beginning of period

$2,798

$14,207

$13,995

$14,257

Net income

58

143

72

157

Dividends paid

(56)

(65)

(112)

(129)

Retirement of treasury stock

(11,155)

Balance, end of period

$2,800

$14,285

$2,800

$14,285

 

 

 

 

 

Total shareholders' equity, end of period

$3,735

$4,544

$3,735

$4,544

 

 

 

 

 

Common stock

 

 

 

 

Shares, beginning of period

161

377

378

377

Stock-based awards

Retirement of treasury stock

(217)

Shares, end of period

161

377

161

377

Treasury stock

 

 

 

 

Shares, beginning of period

(50)

(249)

(267)

(246)

Treasury stock purchases

(3)

Retirement of treasury stock

217

Shares, end of period

(50)

(249)

(50)

(249)

Total shares outstanding, end of period

111

128

111

128

 

 

 

 

 

Dividends paid per common share

$0.50

$0.50

$1.00

$1.00

 

See accompanying Notes to Consolidated Financial Statements

 

5


Table of Contents

 

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

Six Months Ended

(Dollars in Millions)

July 29, 2023

July 30, 2022

Operating activities

 

 

Net income

$72

$157

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

Depreciation and amortization

374

406

Share-based compensation

20

26

Deferred income taxes

(7)

(12)

Non-cash lease expense

48

56

Other non-cash items

(2)

5

Changes in operating assets and liabilities:

 

 

Merchandise inventories

(283)

(964)

Other current and long-term assets

61

(29)

Accounts payable

46

(185)

Accrued and other long-term liabilities

(52)

51

Operating lease liabilities

(49)

(57)

Net cash provided by (used in) operating activities

228

(546)

Investing activities

 

 

Acquisition of property and equipment

(338)

(548)

Proceeds from sale of real estate

4

4

Other

(1)

Net cash used in investing activities

(335)

(544)

Financing activities

 

 

Net borrowings under revolving credit facility

475

79

Treasury stock purchases

(158)

Shares withheld for taxes on vested restricted shares

(13)

(20)

Dividends paid

(110)

(127)

Repayment of long-term borrowings

(164)

Finance lease and financing obligation payments

(47)

(55)

Proceeds from financing obligations

17

5

Proceeds from stock option exercises

1

Net cash provided by (used in) financing activities

158

(275)

Net increase (decrease) in cash and cash equivalents

51

(1,365)

Cash and cash equivalents at beginning of period

153

1,587

Cash and cash equivalents at end of period

$204

$222

Supplemental information

 

 

Interest paid, net of capitalized interest

$169

$137

Income taxes paid

6

49

 

See accompanying Notes to Consolidated Financial Statements

 

6


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 January 28, 2023 (Commission File No. 1-11084) as filed with the Securities and Exchange Commission.

Due to the seasonality of the business of Kohl’s Corporation (the “Company,” “Kohl’s,” “we,” “our,” or “us”), 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.

Treasury Stock

We retired 217 million shares of treasury stock during the first quarter of 2023. The shares were returned to the status of authorized but unissued shares. The retirement of treasury stock is recognized as a deduction from common stock for the shares' par value and any excess of cost over par as a deduction from retained earnings.

Recent Accounting Pronouncements

We do not expect that any recently issued accounting pronouncements will have a material impact on our Consolidated Financial Statements.

2. Revenue Recognition

The following table summarizes net sales by line of business:

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

July 29, 2023

July 30, 2022

July 29, 2023

July 30, 2022

Women's

$1,099

$1,239

$2,087

$2,316

Men's

809

865

1,504

1,575

Accessories (including Sephora)

571

458

1,083

848

Home

462

502

895

1,027

Children's

387

414

790

825

Footwear

350

385

674

743

Net Sales

$3,678

$3,863

$7,033

$7,334

 

Unredeemed gift cards and merchandise return card liabilities totaled $292 million as of July 29, 2023, $356 million as of January 28, 2023, and $294 million as of July 30, 2022. In the second quarter of 2023 and 2022, net sales of $36 million and $39 million, respectively, were recognized from gift cards redeemed during the current period and issued in prior years. Year to date 2023 and 2022, net sales of $104 million and $113 million, respectively, were recognized during the current period from gift cards redeemed during the current year and issued in prior years.

 

 

 

7


Table of Contents

 

3. Debt

Outstanding borrowings under the revolving credit facility, recorded as short-term debt, were $560 million as of July 29, 2023. An amount of $85 million under the revolving credit facility was outstanding as of January 28, 2023. Additionally, an amount of $79 million was outstanding at July 30, 2022 under our previous credit agreement.

Long-term debt, which excludes borrowings on the revolving credit facility, consists of the following unsecured debt:

 

 

 

 

Outstanding

Maturity (Dollars in Millions)

Effective Rate at Issuance

Coupon Rate

July 29,
2023

January 28,
2023

July 30,
2022

2023

3.25%

3.25%

$—

$164

$164

2023

4.78%

4.75%

111

111

111

2025

9.50%

10.75%

113

113

113

2025

4.25%

4.25%

353

353

353

2029

7.36%

7.25%

42

42

42

2031

3.40%

4.63%

500

500

500

2033

6.05%

6.00%

112

112

112

2037

6.89%

6.88%

101

101

101

2045

5.57%

5.55%

427

427

427

Outstanding unsecured senior debt

 

 

1,759

1,923

1,923

Unamortized debt discounts and deferred financing costs

 

 

(11)

(11)

(12)

Current portion of unsecured senior debt

 

 

(111)

(275)

(164)

Long-term unsecured senior debt

 

 

$1,637

$1,637

$1,747

Effective interest rate at issuance

 

 

5.04%

4.89%

4.89%

 

Our estimated fair value of unsecured senior long-term debt is determined using Level 1 inputs, using financial instruments with unadjusted, quoted prices listed on active market exchanges. The estimated fair value of our unsecured senior debt was $1.4 billion at July 29, 2023, $1.6 billion at January 28, 2023, and $1.7 billion at July 30, 2022.

In February 2023, $164 million in aggregate principal amount of our 3.25% notes matured and was repaid.

During the first quarter of 2023, S&P downgraded our senior unsecured credit rating from BB+ to BB and Moody's downgraded our rating from Ba2 to Ba3. As a result of the downgrades, the interest rate on our 3.375% notes due May 2031 and 9.50% notes due May 2025 increased 50 bps in May 2023 due to the coupon adjustment provisions within these notes. In 2022, our credit rating was also downgraded which resulted in the interest rates increasing 75 bps, of which 25 bps was effective in 2022 and the remaining 50 bps became effective in May 2023. In total, the interest rate of both these notes have increased 125 bps since their issuance.

Our various debt agreements contain covenants including limitations on additional indebtedness and certain financial tests. As of July 29, 2023, we were in compliance with all covenants of the various debt agreements.

4. 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 payments that 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.

 

 

 

8


Table of Contents

 

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.

Leases with a term of 12 months or less are excluded from the balance; we recognize lease expense for these leases on a straight-line basis over the lease term. We combine lease and non-lease components for new and modified leases.

We opened 194 full size Sephora at Kohl's shop-in-shops ("Sephora shops") in the second quarter of 2023 and now have 801 Sephora shops open as of the end of the second quarter of 2023. Due to the investments we are making in the Sephora shops, we reassessed our lease term when construction began as these assets will have significant economic value to us when the lease term becomes exercisable. The impact of these assessments resulted in additional lease term, additional lease assets and liabilities, and, in some cases, changes to the classification.

The following tables summarize our operating and finance leases, which are predominately store related, and where they are presented in our Consolidated Financial Statements:

 

Consolidated Balance Sheets

 

 

 

(Dollars in Millions)

Classification

July 29,
2023

January 28,
2023

July 30,
2022

Assets

 

 

 

 

Operating leases

Operating leases

$2,493

$2,304

$2,296

Finance leases

Property and equipment, net

1,950

2,033

2,114

Total operating and finance leases

$4,443

$4,337

$4,410

Liabilities

 

 

 

 

Current

 

 

 

 

Operating leases

Current portion of operating leases

93

111

108

Finance leases

Current portion of finance leases and financing obligations

75

76

78

Noncurrent

 

 

 

 

Operating leases

Operating leases

2,777

2,578

2,568

Finance leases

Finance leases and financing obligations

2,284

2,344

2,381

Total operating and finance leases

$5,229

$5,109

$5,135

 

Consolidated Statement of Operations

Three Months Ended

Six Months Ended

(Dollars in Millions)

Classification

July 29, 2023

July 30, 2022

July 29, 2023

July 30, 2022

Operating leases

Selling, general, and administrative

$67

$64

$134

$133

Finance leases

 

 

 

 

 

Amortization of leased assets

Depreciation and amortization

30

32

62

61

Interest on leased assets

Interest expense, net

36

36

72

68

Total operating and finance leases

 

$133

$132

$268

$262

 

Consolidated Statement of Cash Flows

Six Months Ended

(Dollars in Millions)

July 29, 2023

July 30, 2022

Cash paid for amounts included in the measurement of leased liabilities

 

 

Operating cash flows from operating leases

$136

$135

Operating cash flows from finance leases

70

65

Financing cash flows from finance leases

40

44

 

 

 

 

9


Table of Contents

 

 

The following table summarizes future lease payments by fiscal year:

 

 

July 29, 2023

(Dollars in Millions)

Operating Leases

Finance Leases

Total

2023

$124

$106

$230

2024

263

212

475

2025

257

206

463

2026

251

204

455

2027

252

205

457

After 2027

4,055

3,517

7,572

Total lease payments

$5,202

$4,450

$9,652

Amount representing interest

(2,332)

(2,091)

(4,423)

Lease liabilities

$2,870

$2,359

$5,229

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

 

 

July 29, 2023

January 28, 2023

Weighted-average remaining term (years)

 

 

   Operating leases

20

20

   Finance leases

20

20

Weighted-average discount rate

 

 

   Operating leases

6%

6%

   Finance leases

6%

6%

 

Other lease information is as follows:

 

 

Six Months Ended

(Dollars in Millions)

July 29, 2023

July 30, 2022

Property and equipment acquired (disposed) through exchange of:

 

 

Finance lease liabilities

$(26)

$730

Operating lease liabilities

222

114

 

Financing Obligations

The following tables summarize our financing obligations, which are all store related, and where they are presented in our Consolidated Financial Statements:

 

Consolidated Balance Sheets

 

 

 

(Dollars in Millions)

Classification

July 29,
2023

January 28,
2023

July 30,
2022

Assets

 

 

 

 

   Financing obligations

Property and equipment, net

$46

$49

$52

Liabilities

 

 

 

 

   Current

Current portion of finance leases and financing obligations

9

18

18

   Noncurrent

Finance leases and financing obligations

446

442

449

Total financing obligations

$455

$460

$467

 

Consolidated Statement of Operations

Three Months Ended

Six Months Ended

(Dollars in Millions)

Classification

July 29, 2023

July 30, 2022

July 29, 2023

July 30, 2022

Amortization of financing obligation assets

Depreciation and amortization

1

2

3

4

Interest on financing obligations

Interest expense, net

17

15

33

27

Total financing obligations

 

$18

$17

$36

$31

 

 

 

 

10


Table of Contents

 

Consolidated Statement of Cash Flows

Six Months Ended

(Dollars in Millions)

July 29, 2023

July 30, 2022

Cash paid for and proceeds from amounts included in the measurement of financing obligations

 

 

Operating cash flows from financing obligations

$32

$26

Financing cash flows from financing obligations

7

11

Proceeds from financing obligations

17

5

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

 

 

July 29, 2023

(Dollars in Millions)

Financing Obligations

2023

$39

2024

79

2025

79

2026

79

2027

79

After 2027

1,253

Total lease payments

$1,608

Non-cash gain on future sale of property

115

Amount representing interest

(1,268)

Financing obligation liability

$455

 

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

 

 

July 29, 2023

January 28, 2023

Weighted-average remaining term (years)

17

13

Weighted-average discount rate

16%

14%

 

5. Stock-Based Awards

The following table summarizes our stock-based awards activity for the six months ended July 29, 2023:

 

 

Nonvested Restricted Stock Awards and Units

Performance Share Units

(Shares and Units in Thousands)

Shares

Weighted
Average
Grant Date
Fair Value

Units

Weighted
Average
Grant Date
Fair Value

Balance - January 28, 2023

2,439

$39.40

813

$45.87

Granted

1,878

22.76

701

20.68

Exercised/vested

(821)

39.81

(582)

23.78

Forfeited/expired

(292)

33.68

(112)

63.30

Balance - July 29, 2023

3,204

$30.06

820

$37.63

 

In 2019, we issued 1,747,441 stock warrants. The total vested and unvested warrants as of July 29, 2023 were 1,397,953 and 349,488, respectively.

 

 

 

11


Table of Contents

 

6. Contingencies

On September 2, 2022, Sean Shanaphy, an alleged shareholder of the Company, filed a putative class action lawsuit in the U.S. District Court for the Eastern District of Wisconsin against the Company, its directors, and its Chief Financial Officer alleging violations of Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934. Shanaphy v. Kohl’s Corporation, No. 2:22-cv- 01016-LA (E.D. Wis.). The plaintiff asserts claims on behalf of persons and entities that purchased or otherwise acquired the Company’s securities between October 20, 2020 and May 19, 2022, and seeks compensatory damages, interest, fees, and costs. The complaint alleges that members of the putative class suffered losses as a result of (1) false or misleading statements and withholding of information regarding the conception, execution, and outcomes of the Company’s strategic plan announced on October 20, 2020 and the Company’s financial results for the first quarter of fiscal 2022 and (2) the Company’s internal controls over financial reporting, disclosure controls, and corporate governance mechanisms. The case is in its early stages. Lead plaintiff applications were submitted on November 1, 2022, and on May 23, 2023, the court appointed Thomas Frame as lead plaintiff. Subsequently, on June 9, 2023, lead plaintiff candidate The Nova Scotia Health Employees' Pension Plan ("NSHEPP") filed a motion for reconsideration of the court's May 23, 2023 order. The court has not yet reached a decision on the motion for reconsideration. Once the court resolves the motion for reconsideration, the Company intends to file a motion to dismiss the complaint and to vigorously defend against these claims. Due to the early stages of this matter, the Company is unable to estimate a reasonably possible range of loss, if any, that may result from this matter.

In addition to what is noted above, we are subject to certain legal proceedings and claims arising out of the ordinary conduct of our business. In the opinion of management, the outcome of these proceedings and claims will not have a material adverse effect on our Consolidated Financial Statements.

7. Income Taxes

The effective income tax rate for the second quarter of 2023 was 21.7% compared to 24.6% for the second quarter of 2022. Year to date, the rate is 18.8% and 22.8% for 2023 and 2022, respectively. The year to date rates include the recognition of favorable discrete items in the first half of the year in both periods.

8. 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 units and awards and stock warrants. Potentially dilutive shares include unvested restricted stock units and awards, performance share units, and warrants outstanding during the period, using the treasury stock method. Potentially dilutive shares are excluded from the computations of diluted earnings per share (“EPS”) if their effect would be anti-dilutive.

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

 

 

Three Months Ended

Six Months Ended

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

July 29, 2023

July 30, 2022

July 29, 2023

July 30, 2022

Numerator—Net income

$58

$143

$72

$157

Denominator—Weighted-average shares:

 

 

 

 

Basic

110

127

110

127

Dilutive impact

1

1

1

2

Diluted

111

128

111

129

Net income per share:

 

 

 

 

Basic

$0.52

$1.13

$0.65

$1.24

Diluted

$0.52

$1.11

$0.65

$1.22

 

 

 

 

12


Table of Contents

 

The following potential shares of common stock were excluded from the diluted net income per share calculation because their effect would have been anti-dilutive:

 

 

Three Months Ended

Six Months Ended

(Shares in Millions)

July 29, 2023

July 30, 2022

July 29, 2023

July 30, 2022

Anti-dilutive shares

3

3

3

3

 

9. Subsequent Events

On August 8, 2023, the Board of Directors of Kohl's Corporation declared a quarterly cash dividend of $0.50 per share. The dividend will be paid on September 20, 2023, to all shareholders of record at the close of business on September 6, 2023.

 

 

 

13


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 quarter” and “the second quarter” are for the three fiscal months (13 weeks) ended July 29, 2023 or July 30, 2022. References to "year to date" and "first half" are for the six fiscal months (26 weeks) ended July 29, 2023 or July 30, 2022. References to "the first quarter" are for the three fiscal months (13 weeks) ended April 29, 2023 or April 30, 2022.

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 include the information under “2023 Financial and Capital Allocation Outlook,” as well as statements 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 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 2022 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

Kohl's is a leading omnichannel retailer operating 1,171 stores and a website (www.Kohls.com) as of July 29, 2023. Our Kohl's stores and website sell moderately-priced private 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 and store size, as well as Sephora shops. Our website includes merchandise which is available in our stores, as well as merchandise that is available only online.

Key financial results for the quarter included:

Net sales decreased 4.8%, to $3.7 billion, with comparable sales down 5.0%.
Gross margin as a percentage of net sales was 39.0%, a decrease of 61 basis points to last year.
Selling, general & administration expenses increased 1.6%, to $1.3 billion. As a percentage of total revenue, SG&A expenses were 33.5%, an increase of 208 basis points to last year.
Operating income was $163 million compared to $266 million in the prior year. As a percentage of total revenue, operating income was 4.2%, a decrease of 233 basis points to last year.
Net income was $58 million, or $0.52 per diluted share. This compares to net income of $143 million, or $1.11 per diluted share in the prior year.
Inventory was $3.5 billion, a decrease of 14% to last year.
Operating cash flow was $430 million.

Our Strategy

Kohl's is focused on delivering long-term shareholder value through driving improved sales and profitability through four key strategies: driving top line growth, delivering a long-term operating margin of 7% to 8%, maintaining disciplined capital management, and sustaining an agile, accountable, and inclusive culture. In 2023, the Company outlined the following priorities to drive this strategy: enhancing the customer experience, accelerating and simplifying our value strategies, managing inventory and expenses with discipline, and strengthening the balance sheet.

 

 

 

14


Table of Contents

 

2023 Financial and Capital Allocation Outlook

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

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

Results of Operations

Total Revenue

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

July 29, 2023

July 30, 2022

Change

July 29, 2023

July 30, 2022

Change

Net sales

$3,678

$3,863

$(185)

$7,033

$7,334

$(301)

Other revenue

217

224

(7)

433

468

(35)

Total revenue

$3,895

$4,087

$(192)

$7,466

$7,802

$(336)

 

Net sales decreased 4.8% in the second quarter of 2023 and 4.1% year to date 2023.

Comparable sales decreased 5.0% in the second quarter of 2023 and 4.7% year to date 2023 driven by lower digital sales. Digital sales decreased 17% in the second quarter of 2023 and 18% year to date 2023 as customers shifted back towards stores and sales were impacted by the elimination of online-only promotions as we worked to simplify our value strategies. Digital penetration represented 25% of net sales in the second quarter and year to date 2023. Store sales in the second quarter of 2023 were in line with 2022 sales and store sales year to date 2023 were positive.
From a line of business perspective, Accessories, which includes Sephora, outperformed the Company average for the second quarter and year to date 2023.

Net sales includes revenue from the sale of merchandise, net of expected returns and deferrals due to future performance obligations, and shipping revenue.

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 includes all store and digital sales, except sales from stores open less than 12 months, stores that have been closed, and stores that have been relocated 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.

We measure digital penetration as digital sales over net sales. These amounts do not take into consideration fulfillment node, digital returns processed in stores, and coupon behaviors.

Comparable sales and digital penetration measures vary across the retail industry. As a result, our comparable sales calculation and digital penetration may not be consistent with the similarly-titled measures reported by other companies.

Other revenue, which is primarily our credit business, decreased $7 million in the second quarter and $35 million year to date 2023. The decrease is driven by normalizing credit loss rates.

 

 

 

15


Table of Contents

 

Cost of Merchandise Sold and Gross Margin

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

July 29, 2023

July 30, 2022

Change

July 29, 2023

July 30, 2022

Change

Net sales

$3,678

$3,863

$(185)

 

$7,033

$7,334

$(301)

 

Cost of merchandise sold

2,242

2,332

(90)

 

4,289

4,472

(183)

 

Gross margin

$1,436

$1,531

$(95)

 

$2,744

$2,862

$(118)

 

Gross margin as a percent of net sales

39.0%

39.6%

(61)

bps

39.0%

39.0%

(1)

bps

 

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 (SG&A) expenses while other retailers may include these expenses in cost of merchandise sold.

Gross margin is calculated as net sales less cost of merchandise sold. For the second quarter of 2023, gross margin was 39.0% of net sales, a decrease of 61 bps to last year. The decrease was driven by higher product costs and shrink offset by lower digital-related cost of shipping and reduced freight expense. Year to date 2023, gross margin was 39.0% of net sales, in line with year to date 2022.

Selling, General, and Administrative Expense (“SG&A”)

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

July 29, 2023

July 30, 2022

Change

July 29, 2023

July 30, 2022

Change

SG&A

$1,304

$1,283

$21

 

$2,542

$2,576

$(34)

 

As a percent of total revenue

33.5%

31.4%

208

bps

34.1%

33.0%

103

bps

 

SG&A includes compensation and benefit costs (including stores, corporate, 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 other than expenses to fulfill digital sales; 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 revenue. If the expense as a percent of revenue decreased from the prior year, the expense "leveraged". If the expense as a percent of revenue increased over the prior year, the expense "deleveraged".

The following table summarizes the changes in SG&A by expense type:

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

July 29, 2023

July 29, 2023

Marketing

$(16)

$(31)

Distribution

(14)

(19)

Corporate and other

13

(5)

Store expenses

38

21

Total Increase (Decrease)

$21

$(34)

 

 

 

 

16


Table of Contents

 

SG&A expenses increased $21 million, or 1.6%, to $1.3 billion in the second quarter of 2023. As a percentage of revenue, SG&A deleveraged by 208 basis points. Year to date 2023, SG&A expenses decreased $34 million, or 1.3%, to $2.5 billion. As a percentage of revenue, SG&A deleveraged by 103 basis points. The increase in SG&A during the quarter was primarily due to higher store expenses driven by Sephora operations, wage pressure and store experience investments. The increase was partially offset by lower marketing and distribution costs. Year to date, the decrease in SG&A is driven by a decrease in both marketing expenses and distribution costs partially offset by an increase in store expenses driven by wage inflation. The decrease in marketing expenses was driven by lower investments across all channels. The decrease in distribution costs was driven by lower receipts, sales declines, as well as increased productivity. Lastly, corporate costs increased in the second quarter primarily driven by higher general corporate costs and decreased year to date 2023 due to $26 million of expenses related to the proxy contest and sale process incurred in the prior year.

Other Expenses

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

July 29, 2023

July 30, 2022

Change

July 29, 2023

July 30, 2022

Change

Depreciation and amortization

$186

$206

$(20)

$374

$406

$(32)

Interest expense, net

89

77

12

173

145

28

 

The decrease in depreciation and amortization in the first half of 2023 was primarily driven by reduced capital spending in technology.

Net interest expense increased in the first half of 2023 due to borrowing under the revolving credit facility and Sephora related lease amendments.

Income Taxes

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

July 29, 2023

July 30, 2022

Change

July 29, 2023

July 30, 2022

Change

Provision for income taxes

$16

$46

$(30)

$16

$46

$(30)

Effective tax rate

21.7%

24.6%

 

18.8%

22.8%

 

The year to date rates include the recognition of favorable discrete items in the first half of both years. Due to lower pre-tax income, the favorable discrete items will have greater impact in 2023.

Seasonality and Inflation

Our business, like that of other retailers, is subject to seasonal influences. Sales and income are typically higher during the back-to-school and holiday seasons. 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, employment rates, wage inflation, and 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

Capital Allocation

Our capital allocation strategy is to invest to maximize our overall long-term return and maintain a strong balance sheet, with a long-term objective of achieving an investment grade rating. We follow a disciplined approach to capital allocation based on the following priorities: first we invest in our business to drive long-term profitable growth; second

 

 

 

17


Table of Contents

 

we pay a quarterly dividend; and third we return excess cash to shareholders through our share repurchase program. In addition, when appropriate, we will complete debt reduction transactions.

We will continue to invest in the business, as we plan to invest $600 to $650 million in 2023, including the expansion of the Sephora shops and store refresh activity. We remain committed to the dividend, and on August 8, 2023, our Board of Directors declared a quarterly cash dividend of $0.50 per share. The dividend will be paid on September 20, 2023 to all shareholders of record at the close of business on September 6, 2023. Last, we retired $164 million of notes due in February 2023, and plan on retiring $111 million of notes due December 2023 when they mature. We are not planning any share repurchases until our balance sheet is strengthened on a path towards the long term target leverage ratio of 2.5 times adjusted earnings before interest, taxes, depreciation, amortization, and rent ("EBITDAR") (utilizing an eight times cash rent calculation for lease obligations).

Our period-end cash and cash equivalents balance decreased to $204 million from $222 million in the second quarter of 2022. Our cash and cash equivalents balance includes short-term investments of $8 million and $11 million as of July 29, 2023, and July 30, 2022, respectively. Our investment policy is designed to preserve principal and liquidity of our short-term investments. This policy allows investments in large money market funds or in highly rated direct short-term instruments. We also place dollar limits on our investments in individual funds or instruments.

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

 

 Cash Uses

 

Cash Sources

Operational needs, including salaries, rent, taxes, and other operating costs
Inventory
Capital expenditures
Dividend payments
Debt reduction
Share repurchases

 

Cash flow from operations
Line of credit under our revolving credit facility
Issuance of debt

 

 

 

Six Months Ended

(Dollars in Millions)

July 29, 2023

July 30, 2022

Change

Net cash provided by (used in):

 

 

 

Operating activities

$228

$(546)

$774

Investing activities

(335)

(544)

209

Financing activities

158

(275)

433

 

Operating Activities

Our operating cash outflows generally consist of payments to our employees for wages, salaries and other employee benefits, payments to our merchandise vendors for inventory (net of vendor allowances), payments to our shipping carriers, and payments to our landlords for rent. Operating cash outflows also include payments for income taxes and interest payments on our debt borrowings.

Operating activities generated $228 million of cash in the first half of 2023 compared to $546 million of cash used in the first half of 2022. Operating cash flow increased year over year due to strong inventory management in 2023.

 

 

 

18


Table of Contents

 

Investing Activities

Our investing cash outflows include payments for capital expenditures, including investments in new and existing stores, improvements to supply chain, and technology costs. Our investing cash inflows are generally from proceeds from sales of property and equipment.

Investing activities used $335 million of cash in the first half of 2023 and $544 million of cash in the first half of 2022. The decrease was primarily driven by fewer rollouts of Sephora shop build-outs and store refreshes undertaken in the first half of 2023 consistent with our capital expenditure plans for fiscal 2023.

During the second quarter of 2023, we opened 194 full size Sephora shops and now have a total of 801 full size 2,500 square foot shops and 5 small format 750 square foot Sephora shops open. We are planning on opening additional full size and small format shops in 2023 so that by the end of 2023 we will have a Sephora presence in over 900 of our stores, including 860 full size and 50 small format Sephora shops.

Financing Activities

Our financing strategy is to ensure adequate liquidity and access to capital markets. We also strive to maintain a balanced portfolio of debt maturities, while minimizing our borrowing costs. Our ability to access the public debt market has provided us with adequate sources of liquidity. Our continued access to these markets depends on multiple factors, including the condition of debt capital markets, our operating performance, and maintaining strong credit ratings.

During the first quarter of 2023, S&P downgraded our senior unsecured credit rating from BB+ to BB and Moody's downgraded our rating from Ba2 to Ba3 while both also revised their outlook to negative. While Fitch reaffirmed our credit rating, they also revised their outlook to negative.

As of July 29, 2023, our senior unsecured credit ratings and outlook were as follows:

 

 

Moody’s

S&P

Fitch

Long-term debt

Ba3

BB

BBB-

Outlook

Negative

Negative

Negative

 

As a result of the downgrades, the interest rate on our 3.375% notes due May 2031 and 9.50% notes due May 2025 increased another 50 bps in May 2023 due to the coupon adjustment provisions within these notes. In 2022, our credit rating was also downgraded which resulted in the interest rates increasing 75 bps, of which 25 bps was effective in 2022 and the remaining 50 bps became effective in May 2023. In total, the interest rate of both these notes increased 125 bps since their issuance. If our credit ratings are lowered further, our ability to access the public debt markets, our cost of funds, and other terms for new debt issuances could be adversely impacted. Each of the credit rating agencies reviews its rating periodically and there is no guarantee our current credit ratings will remain the same.

The majority of our financing activities generally include proceeds and/or repayments of long-term debt, dividend payments, and repurchases of common stock. Financing cash outflows also include payments to our landlords for leases classified as financing leases and financing obligations.

Financing activities generated $158 million of cash in the first half of 2023 and used $275 million of cash in the first half of 2022.

During the first half of 2023, we drew $475 million on our credit facility. As of July 29, 2023, outstanding borrowings under the revolving credit facility were $560 million and were recorded as short-term debt. As of July 30, 2022, outstanding borrowings under our previous credit agreement were $79 million.

 

 

 

19


Table of Contents

 

In February 2023, $164 million in aggregate principal amount of our 3.25% notes matured and was repaid.

There was no cash used for treasury stock purchases in the first half of 2023 compared to $158 million used in the first half of 2022. Share repurchases are discretionary in nature. The timing and amount of repurchases are based upon available cash balances, our stock price, and other factors. As previously noted, we are not planning any share repurchases until our balance sheet is strengthened on a path towards the long term target leverage ratio of 2.5 times adjusted EBITDAR (utilizing an eight times cash rent calculation for lease obligations).

Cash dividend payments were $110 million ($1.00 per share) in the first half of 2023 compared to $127 million ($1.00 per share) in the first half of 2022.

Key Financial Ratios

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

 

(Dollars in Millions)

July 29, 2023

July 30, 2022

Working capital

$504

$1,260

Current ratio

1.15

1.37

 

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

The decrease in our working capital and current ratio is primarily due to a decrease in inventory and an increase in borrowings under the revolver.

Debt Covenant Compliance

Our senior secured, asset based revolving credit facility contains customary events of default and financial, affirmative and negative covenants, including but not limited to, a springing financial covenant relating to our fixed charge coverage ratio and restrictions on indebtedness, liens, investments, asset dispositions, and restricted payments. As of July 29, 2023, we were in compliance with all covenants and expect to remain in compliance during the remainder of 2023.

Contractual Obligations

There have been no significant changes in the contractual obligations disclosed in our 2022 Form 10-K other than borrowings under our revolving credit facility, which have been disclosed in Note 3 of the Consolidated Financial Statements and discussed under "Liquidity and Capital Resources - Financing Activities."

Off-Balance Sheet Arrangements

We have not provided any financial guarantees arising from arrangements with unconsolidated entities or persons as of July 29, 2023.

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 U.S. GAAP requires us to make estimates and assumptions that affect reported amounts. Management has discussed the development, selection, and disclosure of its estimates

 

 

 

20


Table of Contents

 

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 2022 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 2022 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 quarter ended July 29, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

21


Table of Contents

 

PART II. OTHER INFORMATION

For a description of our legal proceedings, see Note 6, Contingencies, of the notes to our Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q, which is incorporated by reference in response to this item.

Item 1A. Risk Factors

There have been no significant changes in the Risk Factors described in our 2022 Form 10-K.

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

In February 2022, our Board of Directors increased the remaining share repurchase authorization under our existing share repurchase program to $3.0 billion. Purchases under the repurchase program may be made in the open market, through block trades, and other negotiated transactions. We expect to execute the share repurchase program primarily in open market transactions, subject to market conditions. There is no fixed termination date for the repurchase program, and the program may be suspended, discontinued, or accelerated at any time.

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 July 29, 2023:

 

(Dollars in Millions, Except per Share Data)

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

April 30 - May 27, 2023

9,604

$19.89

$2,476

May 28 - July 1, 2023

13,669

$20.07

$2,476

July 2 - July 29, 2023

5,827

$24.74

$2,476

Total

29,100

$20.95

 

 

Item 5. Other Information

During the three months ended July 29, 2023, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

 

 

22


Table of Contents

 

Item 6. Exhibits

 

Exhibit

 

Description

10.1

 

Restricted Stock Unit Agreement by and between Christie Raymond and Kohl's Corporation dated as of June 15, 2023, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2023

10.2

 

Restricted Stock Unit Agreement by and between Siobhán Mc Feeney and Kohl's Corporation dated as of June 15, 2023, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 20, 2023

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)

 

 

 

 

23


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: August 31, 2023

/s/ Jill Timm

 

Jill Timm

On behalf of the Registrant and as Chief Financial Officer

(Principal Financial Officer)

 

 

 

 

24