STOCK TITAN

[10-Q] Kohls Corporation Quarterly Earnings Report

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

Kohl's reported second-quarter results showing lower sales but improved profitability and cash flow. Net sales fell 5.1% to $3.3 billion with comparable sales down 4.2%. Gross margin rose to 39.9% (up 28 basis points) while SG&A fell 4.1% to $1.2 billion but increased to 33.8% of revenue (up 32 basis points). The company recorded a $129 million gain on a legal settlement and operating income rose to $279 million from $166 million a year earlier, a 7.9% operating margin (up 343 basis points). Reported net income was $153 million, or $1.35 per diluted share, versus $66 million, or $0.59 per diluted share, last year; adjusted net income was $64 million, or $0.56 per adjusted diluted share.

Inventory totaled $3.0 billion (down 5%), operating cash flow improved to $598 million from $254 million, revolver borrowings were $75 million (down $335 million), current portion of long-term debt was reduced by $353 million through repayment of 4.25% notes due July 2025, and long-term debt rose $347 million after issuing $360 million of 10.00% senior secured notes due 2030. The Board declared a $0.125 quarterly dividend payable September 24, 2025. Management noted capital expenditures of approximately $400 million and provided adjusted diluted EPS guidance of $0.50 to $0.80.

Kohl's ha comunicato i risultati del secondo trimestre mostrando una flessione delle vendite ma un miglioramento della redditività e dei flussi di cassa. Le vendite nette sono calate del 5,1% a 3,3 miliardi di dollari, con le vendite comparabili in diminuzione del 4,2%. Il margine lordo è salito al 39,9% (in aumento di 28 punti base), mentre le spese SG&A sono diminuite del 4,1% a 1,2 miliardi di dollari, ma sono salite al 33,8% dei ricavi (più 32 punti base). La società ha registrato un guadagno di 129 milioni di dollari da una controversia legale e l'utile operativo è salito a 279 milioni rispetto ai 166 milioni di un anno prima, con un margine operativo del 7,9% (in aumento di 343 punti base). L'utile netto riportato è stato di 153 milioni di dollari, pari a 1,35 dollari per azione diluita, rispetto ai 66 milioni, o 0,59 dollari per azione diluita, dell'anno precedente; l'utile netto rettificato è stato di 64 milioni, ovvero 0,56 dollari per azione diluita rettificata.

Le scorte ammontavano a 3,0 miliardi di dollari (in calo del 5%), il flusso di cassa operativo è migliorato a 598 milioni rispetto a 254 milioni, gli utilizzi del revolving erano pari a 75 milioni (in diminuzione di 335 milioni), la quota corrente del debito a lungo termine è stata ridotta di 353 milioni tramite il rimborso di obbligazioni al 4,25% in scadenza a luglio 2025, e il debito a lungo termine è aumentato di 347 milioni dopo l'emissione di 360 milioni di note senior garantite al 10,00% con scadenza 2030. Il Consiglio ha dichiarato un dividendo trimestrale di 0,125 dollari pagabile il 24 settembre 2025. La direzione ha indicato spese in conto capitale di circa 400 milioni e ha fornito una guidance sull'EPS diluito rettificato tra 0,50 e 0,80 dollari.

Kohl's presentó resultados del segundo trimestre con ventas más bajas pero una rentabilidad y flujo de caja mejorados. Las ventas netas cayeron un 5,1% hasta 3.300 millones de dólares y las ventas comparables bajaron un 4,2%. El margen bruto subió al 39,9% (incremento de 28 puntos básicos), mientras que los gastos SG&A se redujeron un 4,1% a 1.200 millones de dólares, aunque aumentaron hasta el 33,8% de los ingresos (más 32 puntos básicos). La compañía registró una ganancia de 129 millones por un acuerdo legal y el resultado operativo subió a 279 millones desde 166 millones del año anterior, con un margen operativo del 7,9% (subida de 343 puntos básicos). El beneficio neto informado fue de 153 millones de dólares, o 1,35 dólares por acción diluida, frente a 66 millones, o 0,59 dólares por acción diluida, del año pasado; el beneficio neto ajustado fue de 64 millones, o 0,56 dólares por acción diluida ajustada.

El inventario totalizó 3.000 millones de dólares (menos 5%), el flujo de caja operativo mejoró hasta 598 millones desde 254 millones, las disposiciones del crédito revolvente fueron 75 millones (menos 335 millones), la porción corriente de la deuda a largo plazo se redujo en 353 millones mediante el reembolso de notas al 4,25% con vencimiento en julio de 2025, y la deuda a largo plazo aumentó 347 millones tras emitir 360 millones en bonos senior garantizados al 10,00% con vencimiento en 2030. La Junta declaró un dividendo trimestral de 0,125 dólares pagadero el 24 de septiembre de 2025. La dirección señaló gastos de capital de aproximadamente 400 millones y ofreció una guía de BPA diluido ajustado de 0,50 a 0,80 dólares.

코울스는 2분기 실적에서 매출은 감소했지만 수익성과 현금흐름은 개선되었다고 발표했습니다. 순매출은 5.1% 감소한 33억 달러로, 동일매장 매출은 4.2% 하락했습니다. 매출총이익률은 39.9%로 28bp 상승했고, 판매비와관리비(SG&A)는 4.1% 줄어 12억 달러였으나 매출 대비 비중은 33.8%로 32bp 증가했습니다. 회사는 법적 합의로 1.29억 달러의 이익을 기록했으며 영업이익은 전년의 1.66억 달러에서 2.79억 달러로 늘어 영업이익률은 7.9%로 343bp 개선됐습니다. 보고된 순이익은 1.53억 달러, 희석주당순이익은 1.35달러였고, 전년의 0.66억 달러(희석주당 0.59달러)에서 증가했습니다; 조정된 순이익은 0.64억 달러, 조정 희석주당순이익은 0.56달러였습니다.

재고는 30억 달러(5% 감소), 영업현금흐름은 2.54억 달러에서 5.98억 달러로 개선됐고, 리볼빙 차입금은 0.75억 달러로 3.35억 달러 줄었습니다. 2025년 7월 만기 4.25% 채권 상환을 통해 유동성 장기부채는 3.53억 달러 감소했고, 2030년 만기 10.00% 선순위 담보부 채권 3.6억 달러 발행으로 장기부채는 3.47억 달러 증가했습니다. 이사회는 2025년 9월 24일 지급 예정인 분기 배당금 0.125달러를 선언했습니다. 경영진은 약 4억 달러의 자본적지출을 언급했으며, 조정된 희석주당순이익 가이던스를 0.50~0.80달러로 제시했습니다.

Kohl's a annoncé des résultats du deuxième trimestre montrant des ventes en baisse mais une rentabilité et des flux de trésorerie en amélioration. Les ventes nettes ont diminué de 5,1% à 3,3 milliards de dollars, les ventes comparables reculant de 4,2%. La marge brute est passée à 39,9% (en hausse de 28 points de base) tandis que les SG&A ont diminué de 4,1% à 1,2 milliard de dollars mais ont augmenté à 33,8% des revenus (plus 32 points de base). La société a enregistré un gain de 129 millions de dollars lié à un règlement juridique et le résultat d'exploitation est passé à 279 millions contre 166 millions un an plus tôt, soit une marge d'exploitation de 7,9% (gain de 343 points de base). Le bénéfice net déclaré s'est élevé à 153 millions de dollars, soit 1,35 dollar par action diluée, contre 66 millions, ou 0,59 dollar par action diluée, l'an dernier ; le bénéfice net ajusté était de 64 millions, soit 0,56 dollar par action diluée ajustée.

Les stocks s'élevaient à 3,0 milliards de dollars (en baisse de 5%), le flux de trésorerie d'exploitation s'est amélioré à 598 millions contre 254 millions, les utilisations du revolver étaient de 75 millions (en baisse de 335 millions), la partie courante de la dette à long terme a été réduite de 353 millions par le remboursement de billets à 4,25% arrivant à échéance en juillet 2025, et la dette à long terme a augmenté de 347 millions après l'émission de 360 millions de billets seniors garantis à 10,00% échéant en 2030. Le conseil d'administration a déclaré un dividende trimestriel de 0,125 dollar payable le 24 septembre 2025. La direction a indiqué des dépenses d'investissement d'environ 400 millions et a fourni une guidance sur le BPA dilué ajusté de 0,50 à 0,80 dollar.

Kohl's meldete Ergebnisse für das zweite Quartal mit rückläufigen Umsätzen, aber verbesserter Profitabilität und Cashflow. Der Nettoumsatz sank um 5,1% auf 3,3 Milliarden US-Dollar, die vergleichbaren Umsätze gingen um 4,2% zurück. Die Bruttomarge stieg auf 39,9% (plus 28 Basispunkte), während SG&A um 4,1% auf 1,2 Milliarden US-Dollar sanken, jedoch auf 33,8% des Umsatzes anstiegen (plus 32 Basispunkte). Das Unternehmen verbuchte einen Gewinn von 129 Millionen US-Dollar aus einer Rechtsvereinbarung und das operative Ergebnis stieg auf 279 Millionen gegenüber 166 Millionen im Vorjahr, womit die operative Marge 7,9% betrug (plus 343 Basispunkte). Der ausgewiesene Nettogewinn belief sich auf 153 Millionen US-Dollar bzw. 1,35 US-Dollar je verwässerter Aktie, nach 66 Millionen bzw. 0,59 US-Dollar im Vorjahr; der bereinigte Nettogewinn lag bei 64 Millionen bzw. 0,56 US-Dollar je bereinigter verwässerter Aktie.

Die Bestände beliefen sich auf 3,0 Milliarden US-Dollar (minus 5%), der operative Cashflow verbesserte sich von 254 auf 598 Millionen, die Revolveraufnahmen lagen bei 75 Millionen (minus 335 Millionen), der kurzfristige Anteil der langfristigen Schulden wurde durch die Rückzahlung von 4,25%-Notes mit Fälligkeit Juli 2025 um 353 Millionen reduziert, und die langfristigen Schulden stiegen um 347 Millionen nach der Ausgabe von 360 Millionen 10,00%-Senior Secured Notes mit Fälligkeit 2030. Der Vorstand erklärte eine quartalsweise Dividende von 0,125 US-Dollar zahlbar am 24. September 2025. Das Management nannte Investitionsausgaben von etwa 400 Millionen und gab eine Prognose für das bereinigte verwässerte Ergebnis je Aktie von 0,50 bis 0,80 US-Dollar.

Positive
  • Gain on legal settlement of $129 million that substantially increased GAAP operating and net income
  • Operating income
  • Net income
  • Operating cash flow
  • Reduced short-term debt pressure via $353 million repayment of 4.25% notes due July 2025
  • Dividend declared of $0.125 per share payable September 24, 2025
Negative
  • Net sales declined 5.1% to $3.3 billion with comparable sales down 4.2%
  • Transaction metrics
  • Long-term debt increased
  • Coupon adjustment
  • Adjusted operating income

Insights

TL;DR: Sales declined but profitability and cash flow strengthened, aided by a legal settlement and working-capital progress.

The jump in operating income and net income is materially influenced by a $129 million legal settlement, which boosted GAAP profits and margins. Operational improvements—lower SG&A in absolute dollars and a 5% inventory decline—supported cash generation, shown by operating cash flow rising to $598 million from $254 million year-over-year. Debt activity is mixed: repayment of near-term 4.25% notes reduced current maturities by $353 million, improving near-term liquidity, while the issuance of $360 million of 10.00% secured notes increased long-term leverage and adds significant interest cost pressure. Guidance provides adjusted EPS range $0.50–$0.80 and capex ~$400 million, indicating continued cash deployment into the business and shareholder return via a $0.125 quarterly dividend.

TL;DR: Strong cash-flow recovery and a one-time settlement improved results, but higher-cost debt and declining sales remain notable.

Operating cash flow more than doubled year-over-year, easing near-term funding needs and supporting the dividend decision. The repayment of July 2025 notes reduces rollover risk, yet issuance of 10.00% senior secured notes materially increases interest expense and refinancing cost for the company. The coupon adjustment raising the 3.375% May 2031 notes by 50 basis points in May 2025 is an explicit contractual change that incrementally raises future interest costs. Management's use of cash includes capex, dividends, potential share repurchases, and debt management, per the filing.

Kohl's ha comunicato i risultati del secondo trimestre mostrando una flessione delle vendite ma un miglioramento della redditività e dei flussi di cassa. Le vendite nette sono calate del 5,1% a 3,3 miliardi di dollari, con le vendite comparabili in diminuzione del 4,2%. Il margine lordo è salito al 39,9% (in aumento di 28 punti base), mentre le spese SG&A sono diminuite del 4,1% a 1,2 miliardi di dollari, ma sono salite al 33,8% dei ricavi (più 32 punti base). La società ha registrato un guadagno di 129 milioni di dollari da una controversia legale e l'utile operativo è salito a 279 milioni rispetto ai 166 milioni di un anno prima, con un margine operativo del 7,9% (in aumento di 343 punti base). L'utile netto riportato è stato di 153 milioni di dollari, pari a 1,35 dollari per azione diluita, rispetto ai 66 milioni, o 0,59 dollari per azione diluita, dell'anno precedente; l'utile netto rettificato è stato di 64 milioni, ovvero 0,56 dollari per azione diluita rettificata.

Le scorte ammontavano a 3,0 miliardi di dollari (in calo del 5%), il flusso di cassa operativo è migliorato a 598 milioni rispetto a 254 milioni, gli utilizzi del revolving erano pari a 75 milioni (in diminuzione di 335 milioni), la quota corrente del debito a lungo termine è stata ridotta di 353 milioni tramite il rimborso di obbligazioni al 4,25% in scadenza a luglio 2025, e il debito a lungo termine è aumentato di 347 milioni dopo l'emissione di 360 milioni di note senior garantite al 10,00% con scadenza 2030. Il Consiglio ha dichiarato un dividendo trimestrale di 0,125 dollari pagabile il 24 settembre 2025. La direzione ha indicato spese in conto capitale di circa 400 milioni e ha fornito una guidance sull'EPS diluito rettificato tra 0,50 e 0,80 dollari.

Kohl's presentó resultados del segundo trimestre con ventas más bajas pero una rentabilidad y flujo de caja mejorados. Las ventas netas cayeron un 5,1% hasta 3.300 millones de dólares y las ventas comparables bajaron un 4,2%. El margen bruto subió al 39,9% (incremento de 28 puntos básicos), mientras que los gastos SG&A se redujeron un 4,1% a 1.200 millones de dólares, aunque aumentaron hasta el 33,8% de los ingresos (más 32 puntos básicos). La compañía registró una ganancia de 129 millones por un acuerdo legal y el resultado operativo subió a 279 millones desde 166 millones del año anterior, con un margen operativo del 7,9% (subida de 343 puntos básicos). El beneficio neto informado fue de 153 millones de dólares, o 1,35 dólares por acción diluida, frente a 66 millones, o 0,59 dólares por acción diluida, del año pasado; el beneficio neto ajustado fue de 64 millones, o 0,56 dólares por acción diluida ajustada.

El inventario totalizó 3.000 millones de dólares (menos 5%), el flujo de caja operativo mejoró hasta 598 millones desde 254 millones, las disposiciones del crédito revolvente fueron 75 millones (menos 335 millones), la porción corriente de la deuda a largo plazo se redujo en 353 millones mediante el reembolso de notas al 4,25% con vencimiento en julio de 2025, y la deuda a largo plazo aumentó 347 millones tras emitir 360 millones en bonos senior garantizados al 10,00% con vencimiento en 2030. La Junta declaró un dividendo trimestral de 0,125 dólares pagadero el 24 de septiembre de 2025. La dirección señaló gastos de capital de aproximadamente 400 millones y ofreció una guía de BPA diluido ajustado de 0,50 a 0,80 dólares.

코울스는 2분기 실적에서 매출은 감소했지만 수익성과 현금흐름은 개선되었다고 발표했습니다. 순매출은 5.1% 감소한 33억 달러로, 동일매장 매출은 4.2% 하락했습니다. 매출총이익률은 39.9%로 28bp 상승했고, 판매비와관리비(SG&A)는 4.1% 줄어 12억 달러였으나 매출 대비 비중은 33.8%로 32bp 증가했습니다. 회사는 법적 합의로 1.29억 달러의 이익을 기록했으며 영업이익은 전년의 1.66억 달러에서 2.79억 달러로 늘어 영업이익률은 7.9%로 343bp 개선됐습니다. 보고된 순이익은 1.53억 달러, 희석주당순이익은 1.35달러였고, 전년의 0.66억 달러(희석주당 0.59달러)에서 증가했습니다; 조정된 순이익은 0.64억 달러, 조정 희석주당순이익은 0.56달러였습니다.

재고는 30억 달러(5% 감소), 영업현금흐름은 2.54억 달러에서 5.98억 달러로 개선됐고, 리볼빙 차입금은 0.75억 달러로 3.35억 달러 줄었습니다. 2025년 7월 만기 4.25% 채권 상환을 통해 유동성 장기부채는 3.53억 달러 감소했고, 2030년 만기 10.00% 선순위 담보부 채권 3.6억 달러 발행으로 장기부채는 3.47억 달러 증가했습니다. 이사회는 2025년 9월 24일 지급 예정인 분기 배당금 0.125달러를 선언했습니다. 경영진은 약 4억 달러의 자본적지출을 언급했으며, 조정된 희석주당순이익 가이던스를 0.50~0.80달러로 제시했습니다.

Kohl's a annoncé des résultats du deuxième trimestre montrant des ventes en baisse mais une rentabilité et des flux de trésorerie en amélioration. Les ventes nettes ont diminué de 5,1% à 3,3 milliards de dollars, les ventes comparables reculant de 4,2%. La marge brute est passée à 39,9% (en hausse de 28 points de base) tandis que les SG&A ont diminué de 4,1% à 1,2 milliard de dollars mais ont augmenté à 33,8% des revenus (plus 32 points de base). La société a enregistré un gain de 129 millions de dollars lié à un règlement juridique et le résultat d'exploitation est passé à 279 millions contre 166 millions un an plus tôt, soit une marge d'exploitation de 7,9% (gain de 343 points de base). Le bénéfice net déclaré s'est élevé à 153 millions de dollars, soit 1,35 dollar par action diluée, contre 66 millions, ou 0,59 dollar par action diluée, l'an dernier ; le bénéfice net ajusté était de 64 millions, soit 0,56 dollar par action diluée ajustée.

Les stocks s'élevaient à 3,0 milliards de dollars (en baisse de 5%), le flux de trésorerie d'exploitation s'est amélioré à 598 millions contre 254 millions, les utilisations du revolver étaient de 75 millions (en baisse de 335 millions), la partie courante de la dette à long terme a été réduite de 353 millions par le remboursement de billets à 4,25% arrivant à échéance en juillet 2025, et la dette à long terme a augmenté de 347 millions après l'émission de 360 millions de billets seniors garantis à 10,00% échéant en 2030. Le conseil d'administration a déclaré un dividende trimestriel de 0,125 dollar payable le 24 septembre 2025. La direction a indiqué des dépenses d'investissement d'environ 400 millions et a fourni une guidance sur le BPA dilué ajusté de 0,50 à 0,80 dollar.

Kohl's meldete Ergebnisse für das zweite Quartal mit rückläufigen Umsätzen, aber verbesserter Profitabilität und Cashflow. Der Nettoumsatz sank um 5,1% auf 3,3 Milliarden US-Dollar, die vergleichbaren Umsätze gingen um 4,2% zurück. Die Bruttomarge stieg auf 39,9% (plus 28 Basispunkte), während SG&A um 4,1% auf 1,2 Milliarden US-Dollar sanken, jedoch auf 33,8% des Umsatzes anstiegen (plus 32 Basispunkte). Das Unternehmen verbuchte einen Gewinn von 129 Millionen US-Dollar aus einer Rechtsvereinbarung und das operative Ergebnis stieg auf 279 Millionen gegenüber 166 Millionen im Vorjahr, womit die operative Marge 7,9% betrug (plus 343 Basispunkte). Der ausgewiesene Nettogewinn belief sich auf 153 Millionen US-Dollar bzw. 1,35 US-Dollar je verwässerter Aktie, nach 66 Millionen bzw. 0,59 US-Dollar im Vorjahr; der bereinigte Nettogewinn lag bei 64 Millionen bzw. 0,56 US-Dollar je bereinigter verwässerter Aktie.

Die Bestände beliefen sich auf 3,0 Milliarden US-Dollar (minus 5%), der operative Cashflow verbesserte sich von 254 auf 598 Millionen, die Revolveraufnahmen lagen bei 75 Millionen (minus 335 Millionen), der kurzfristige Anteil der langfristigen Schulden wurde durch die Rückzahlung von 4,25%-Notes mit Fälligkeit Juli 2025 um 353 Millionen reduziert, und die langfristigen Schulden stiegen um 347 Millionen nach der Ausgabe von 360 Millionen 10,00%-Senior Secured Notes mit Fälligkeit 2030. Der Vorstand erklärte eine quartalsweise Dividende von 0,125 US-Dollar zahlbar am 24. September 2025. Das Management nannte Investitionsausgaben von etwa 400 Millionen und gab eine Prognose für das bereinigte verwässerte Ergebnis je Aktie von 0,50 bis 0,80 US-Dollar.

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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 2, 2025

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

img75200013_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 29, 2025 Common Stock, Par Value $0.01 per Share, 112,074,683 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

16

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

25

Item 4.

Controls and Procedures

25

 

 

 

PART II

OTHER INFORMATION

26

Item 1.

Legal Proceedings

26

Item 1A.

Risk Factors

26

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

26

Item 5.

Other Information

26

Item 6.

Exhibits

27

 

Signatures

28

 

 


Table of Contents

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

KOHL’S CORPORATION

CONSOLIDATED BALANCE SHEETS

 

(Dollars in Millions)

August 2, 2025

February 1, 2025

August 3, 2024

Assets

(Unaudited)

(Audited)

(Unaudited)

Current assets:

 

 

 

Cash and cash equivalents

$174

$134

$231

Merchandise inventories

2,994

2,945

3,151

Other

306

309

331

Total current assets

3,474

3,388

3,713

Property and equipment, net

7,113

7,297

7,502

Operating leases

2,363

2,394

2,507

Other assets

441

480

458

Total assets

$13,391

$13,559

$14,180

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

Current liabilities:

 

 

 

Accounts payable

$1,134

$1,042

$1,317

Accrued liabilities

1,159

1,263

1,185

Borrowings under revolving credit facility

75

290

410

Current portion of:

 

 

 

Long-term debt

353

353

Finance leases and financing obligations

84

81

81

Operating leases

96

102

92

Total current liabilities

2,548

3,131

3,438

Long-term debt

1,520

1,174

1,173

Finance leases and financing obligations

2,409

2,456

2,574

Operating leases

2,672

2,703

2,795

Deferred income taxes

54

28

95

Other long-term liabilities

261

265

275

Shareholders’ equity:

 

 

 

Common stock

1

1

2

Paid-in capital

3,578

3,560

3,546

Treasury stock, at cost

(771)

(767)

(2,579)

Retained earnings

1,119

1,008

2,861

Total shareholders’ equity

$3,927

$3,802

$3,830

Total liabilities and shareholders’ equity

$13,391

$13,559

$14,180

 

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)

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

Net sales

$3,347

$3,525

$6,396

$6,703

Other revenue

199

207

383

411

Total revenue

3,546

3,732

6,779

7,114

Cost of merchandise sold

2,011

2,128

3,845

4,051

Operating expenses:

 

 

 

 

Selling, general, and administrative

1,199

1,250

2,363

2,478

Depreciation and amortization

175

188

350

376

Impairments, store closing, and other costs

11

11

(Gain) on legal settlement

(129)

(129)

Operating income

279

166

339

209

Interest expense, net

78

86

154

169

Income before income taxes

201

80

185

40

Provision for income taxes

48

14

46

1

Net income

$153

$66

$139

$39

Net income per share:

 

 

 

 

Basic

$1.37

$0.59

$1.24

$0.35

Diluted

$1.35

$0.59

$1.23

$0.35

 

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 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

Common stock

 

 

 

 

Balance, beginning of period

$1

$2

$1

$2

Stock-based awards

Balance, end of period

$1

$2

$1

$2

 

 

 

 

 

Paid-in capital

 

 

 

 

Balance, beginning of period

$3,570

$3,539

$3,560

$3,528

Stock-based awards

8

7

18

18

Balance, end of period

$3,578

$3,546

$3,578

$3,546

 

 

 

 

 

Treasury stock

 

 

 

 

Balance, beginning of period

$(771)

$(2,579)

$(767)

$(2,571)

Stock-based awards

(4)

(9)

Dividends paid

1

Balance, end of period

$(771)

$(2,579)

$(771)

$(2,579)

 

 

 

 

 

Retained earnings

 

 

 

 

Balance, beginning of period

$979

$2,851

$1,008

$2,934

Net income

153

66

139

39

Dividends paid

(14)

(56)

(28)

(112)

Balance, end of period

$1,119

$2,861

$1,119

$2,861

 

 

 

 

 

Total shareholders' equity, end of period

$3,927

$3,830

$3,927

$3,830

 

 

 

 

 

Common stock

 

 

 

 

Shares, beginning of period

127

161

126

161

Stock-based awards

1

Shares, end of period

127

161

127

161

Treasury stock

 

 

 

 

Shares, beginning of period

(15)

(50)

(15)

(50)

Stock-based awards

Shares, end of period

(15)

(50)

(15)

(50)

Total shares outstanding, end of period

112

111

112

111

 

 

 

 

 

Dividends paid per common share

$0.125

$0.50

$0.25

$1.00

 

See accompanying Notes to Consolidated Financial Statements

 

Totals may not foot due to rounding

 

5


Table of Contents

 

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

Six Months Ended

(Dollars in Millions)

August 2, 2025

August 3, 2024

Operating activities

 

 

Net income

$139

$39

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

 

 

Depreciation and amortization

350

376

Share-based compensation

17

16

Deferred income taxes

28

(15)

Impairments, store closing, and other costs

11

Non-cash lease expense

43

44

Other non-cash items

3

11

Changes in operating assets and liabilities:

 

 

Merchandise inventories

(48)

(269)

Other current and long-term assets

31

(59)

Accounts payable

93

183

Accrued and other long-term liabilities

(105)

(25)

Operating lease liabilities

(56)

(54)

Net cash provided by operating activities

506

247

Investing activities

 

 

Acquisition of property and equipment

(200)

(239)

Proceeds from sale of real estate

21

Other

2

Net cash used in investing activities

(179)

(237)

Financing activities

 

 

Proceeds from issuance of debt, net of discount

357

Deferred financing costs

(8)

Net (repayments) borrowings under revolving credit facility

(215)

318

Shares withheld for taxes on vested restricted shares

(4)

(9)

Dividends paid

(28)

(111)

Repayment of long-term borrowings

(353)

(113)

Premium paid on redemption of debt

(5)

Finance lease and financing obligation payments

(46)

(42)

Proceeds from financing obligations

10

Net cash (used in) provided by financing activities

(287)

38

Net increase in cash and cash equivalents

40

48

Cash and cash equivalents at beginning of period

134

183

Cash and cash equivalents at end of period

$174

$231

Supplemental information

 

 

Interest paid, net of capitalized interest

$147

$163

 

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 February 1, 2025 (Commission File No. 1-11084) as filed with the Securities and Exchange Commission ("SEC"). Certain amounts in the Consolidated Financial Statements and related footnotes may not foot or crossfoot due to rounding.

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.

Reportable Segments

We are an omnichannel retailer that operates as a single reportable segment. Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. The net income presented in the Consolidated Statements of Operations is the financial information reviewed by the CODM. The CODM assesses the performance of the Company and decides how to allocate resources using net income that is reported on the Consolidated Statement of Operations. Net income is used to monitor budget versus actual results. The CODM regularly reviews information consistent with the Consolidated Statements of Operations.

Supplier Finance Programs

The Company has an agreement with a third-party financing provider to facilitate a supplier financing program. The program provides participating suppliers the option to receive outstanding payment obligations of the Company early at a discount. The Company’s obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by suppliers’ decisions to finance amounts under the program. All amounts payable to the financial institution relating to suppliers participating in the program are recorded in Accounts Payable in the Consolidated Balance Sheets and were $226 million as of August 2, 2025 and $97 million as of February 1, 2025.

Restructuring Reserve

We recognized $11 million of Impairments, store closing, and other costs in the second quarter. Included in this amount was $11 million of non-cash charges related to asset impairments, $7 million of severance, and $4 million of other costs primarily related to the closure of our Monroe, Ohio E-commerce Fulfillment Center. We also reversed $11 million of other exit costs initially recognized in the fourth quarter of 2024, related to the closure of our San Bernardino, California E-commerce Fulfillment Center and 27 underperforming stores due to favorable landlord negotiations.

The following table summarizes the changes in the restructuring reserve related to the closure of our Monroe, Ohio E-commerce Fulfillment Center, for the six months ended August 2, 2025:

 

(Dollars in Millions)

Severance

Other Exit Costs

Total Costs

Balance - February 1, 2025

$—

$—

$—

Additions

7

4

11

Payments and reversals

(4)

(4)

Balance - August 2, 2025

$7

$—

$7

 

 

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The following table summarizes the changes in the restructuring reserve established in the fourth quarter of 2024, related to the closure of our San Bernardino E-commerce Fulfillment Center and 27 underperforming stores, for the six months ended August 2, 2025:

 

(Dollars in Millions)

Severance

Other Exit Costs

Total Costs

Balance - February 1, 2025

$14

$30

$44

Additions

Payments and reversals

(14)

(27)

(41)

Balance - August 2, 2025

$—

$3

$3

 

Charges related to corporate restructuring efforts are recorded in Impairments, store closing, and other costs in the Consolidated Statements of Operations.

Interchange Fee Settlement

During the second quarter of 2025, we entered into a settlement agreement to resolve a credit card interchange fee lawsuit in which we were a plaintiff. As a result of this lump-sum settlement, we recognized a gain of $129 million, net of legal fees, in (Gain) on legal settlement in the Consolidated Statements of Operations.

 

Recent Accounting Pronouncements

Accounting Standards Issued but not yet Effective

In 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvement to Income Tax Disclosures (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. ASU 2023-09 requires entities to consistently categorize and provide greater disaggregation of information within the income tax reconciliation to enable users of financial statements to understand the nature and magnitude of factors contributing to the difference between the effective and statutory tax rates. For public entities, the provisions within ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, and for interim periods of fiscal years beginning after December 15, 2025. We are currently finalizing our assessment of the impact ASU 2023-09 will have on our consolidated financial statement disclosures and will include within our upcoming 2025 Form 10-K.

In 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. For public entities, the provisions within ASU 2024-03 are effective for the first annual reporting period beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. The provisions within ASU 2024-03 are required to be applied prospectively; however, they may be applied retrospectively for all comparative periods following the effective date. We are currently assessing the impact the adoption of ASU 2024-03 will have on our consolidated financial statement disclosures.

 

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2. Revenue Recognition

The following table summarizes net sales by line of business:

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

Women's

$943

$1,004

$1,794

$1,927

Accessories (including Sephora)

673

666

1,319

1,284

Men's

689

740

1,273

1,340

Home

406

436

776

828

Children's

335

359

647

703

Footwear

301

320

587

621

Net sales

$3,347

$3,525

$6,396

$6,703

 

Unredeemed gift cards and merchandise return card liabilities totaled $242 million as of August 2, 2025, $308 million as of February 1, 2025, and $270 million as of August 3, 2024. In the second quarter of 2025 and 2024, net sales of $28 million and $31 million, respectively, were recognized from gift cards redeemed in the current period and issued in prior years. Year to date 2025 and 2024, net sales of $82 million and $88 million, respectively, were recognized from gift cards redeemed during the current year and issued in prior years.

3. Debt

Outstanding borrowings under the $1.5 billion revolving credit facility, recorded as short-term debt, were $75 million as of August 2, 2025, $290 million as of February 1, 2025, and $410 million as of August 3, 2024.

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

 

 

 

 

Outstanding

Maturity (Dollars in Millions)

Effective Rate at Issuance

Coupon Rate

August 2, 2025

February 1, 2025

August 3, 2024

2025

4.25%

4.25%

$

$353

$353

2029

7.36%

7.25%

42

42

42

2030

10.25%

10.00%

360

2031

3.40%

5.13%

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 secured and unsecured senior debt

 

 

1,542

1,535

1,535

Unamortized debt discounts and deferred financing costs

 

 

(22)

(8)

(9)

Current portion of secured and unsecured senior debt

 

 

(353)

(353)

Long-term secured and unsecured senior debt

 

 

$1,520

$1,174

$1,173

Effective interest rate at issuance

 

 

6.13%

4.73%

4.73%

Our estimated fair value of secured and 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 secured and unsecured senior debt was $1.1 billion at August 2, 2025, $1.2 billion at February 1, 2025, and $1.2 billion at August 3, 2024.

In December 2024, S&P downgraded our senior unsecured credit rating from BB to BB- and Moody’s downgraded our rating from Ba3 to B1. As a result of the downgrades, the interest rate on our 3.375% notes due May 2031 increased an additional 50 basis points in May 2025 due to the coupon adjustment provision within the notes. During the second

 

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quarter 2025, Moody's downgraded our senior unsecured credit rating from B1 to B3, however, further downgrades by Moody's do not trigger incremental interest rate increases. In total, the interest rate on the notes due May 2031 have increased 175 basis points since their issuance.

In May 2025, we issued $360 million aggregate principal amount of 10.000% senior secured notes due 2030 and received proceeds of $357 million, net of the debt discount. The notes are guaranteed by certain of our subsidiaries. Certain of these guarantees are secured by eleven distribution centers and E-commerce Fulfillment Centers, which are held by our subsidiaries, as well as the equity interests in one of our subsidiaries. The terms of the notes contain covenants that limit Kohl’s ability to grant or incur liens on the collateral; incur, assume or guarantee additional indebtedness; sell or otherwise dispose of assets that are collateral; and make certain restricted payments. Additionally, upon the occurrence of certain change of control repurchase events, we would be required to offer to repurchase the notes for at least 101% of the aggregate principal amount of the notes being repurchased, plus all accrued but unpaid interest as of the date of repurchase. Further, the terms of the notes set forth certain events of default after which the notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default.

In July 2025, $353 million in aggregate principal amount of our 4.25% notes matured and were repaid.

In the second quarter of 2024, we completed a voluntary redemption of the remaining $113 million outstanding 9.50% notes due May 15, 2025.

Our various debt agreements contain covenants including limitations on additional indebtedness and certain financial tests. As of August 2, 2025, 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.

Lease liabilities represent our contractual obligation to make lease payments and include renewal options that are reasonably assured of being exercised. At the commencement date, the lease liabilities equal the present value of minimum lease payments over the accounting lease term. As the implicit interest rate is not readily identifiable in our leases, we estimate our collateralized incremental 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.

 

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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

August 2, 2025

February 1, 2025

August 3, 2024

Assets

 

 

 

 

Operating leases

Operating leases

$2,363

$2,394

$2,507

Finance leases

Property and equipment, net

1,612

1,666

1,763

Total operating and finance leases

$3,975

$4,060

$4,270

Liabilities

 

 

 

 

Current

 

 

 

 

Operating leases

Current portion of operating leases

96

102

92

Finance leases

Current portion of finance leases and financing obligations

75

72

73

Noncurrent

 

 

 

 

Operating leases

Operating leases

2,672

2,703

2,795

Finance leases

Finance leases and financing obligations

1,959

2,008

2,138

Total operating and finance leases

$4,802

$4,885

$5,098

 

Consolidated Statement of Operations

Three Months Ended

Six Months Ended

(Dollars in Millions)

Classification

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

Operating leases

Selling, general, and administrative

$68

$69

$135

$138

Finance leases

 

 

 

 

 

Amortization of leased assets

Depreciation and amortization

27

29

54

58

Interest on leased assets

Interest expense, net

30

35

60

71

Total operating and finance leases

 

$125

$133

$249

$267

 

Consolidated Statement of Cash Flows

Six Months Ended

(Dollars in Millions)

August 2, 2025

August 3, 2024

Cash paid for amounts included in the measurement of leased liabilities

 

 

Operating cash flows from operating leases

$146

$134

Operating cash flows from finance leases

59

69

Financing cash flows from finance leases

42

38

 

The following table summarizes future lease payments by fiscal year:

 

 

August 2, 2025

(Dollars in Millions)

Operating Leases

Finance Leases

Total

2025

$129

$90

$219

2026

264

189

453

2027

262

188

450

2028

258

183

441

2029

257

180

437

After 2029

3,729

2,735

6,464

Total lease payments

$4,899

$3,565

$8,464

Amount representing interest

(2,131)

(1,531)

(3,662)

Lease liabilities

$2,768

$2,034

$4,802

 

 

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Total lease payments include $3.7 billion related to options to extend operating lease terms that are reasonably certain of being exercised and $2.7 billion related to options to extend finance lease terms that are reasonably certain of being exercised. Additionally, total lease payments exclude $9 million of legally binding lease payments for leases signed but not yet commenced.

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

 

 

August 2, 2025

February 1, 2025

Weighted-average remaining term (years)

 

 

   Operating leases

19

19

   Finance leases

18

19

Weighted-average remaining contractually obligated term (years)

 

 

   Operating leases

4

4

   Finance leases

5

5

Weighted-average discount rate

 

 

   Operating leases

6%

6%

   Finance leases

6%

6%

 

The remaining contractually obligated term represents only the remaining noncancelable portion of the leases.

Other lease information is as follows:

 

 

Six Months Ended

(Dollars in Millions)

August 2, 2025

August 3, 2024

Property and equipment acquired (disposed) through exchange of:

 

 

Finance lease liabilities

$(5)

$(70)

Operating lease liabilities

20

60

 

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, which are all store related, and where they are presented in our Consolidated Financial Statements:

 

Consolidated Balance Sheets

 

 

 

(Dollars in Millions)

Classification

August 2, 2025

February 1, 2025

August 3, 2024

Assets

 

 

 

 

   Financing obligations

Property and equipment, net

$37

$39

$42

Liabilities

 

 

 

 

   Current

Current portion of finance leases and financing obligations

9

9

8

   Noncurrent

Finance leases and financing obligations

450

448

436

Total financing obligations

$459

$457

$444

 

Consolidated Statement of Operations

Three Months Ended

Six Months Ended

(Dollars in Millions)

Classification

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

Amortization of financing obligation assets

Depreciation and amortization

$1

$1

$2

$2

Interest on financing obligations

Interest expense, net

19

19

37

37

Total financing obligations

 

$20

$20

$39

$39

 

 

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Consolidated Statement of Cash Flows

Six Months Ended

(Dollars in Millions)

August 2, 2025

August 3, 2024

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

 

 

Operating cash flows from financing obligations

$36

$36

Financing cash flows from financing obligations

4

4

Proceeds from financing obligations

10

 

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

 

 

August 2, 2025

(Dollars in Millions)

Financing Obligations

2025

$40

2026

82

2027

81

2028

78

2029

77

After 2029

1,108

Total financing obligation payments

$1,466

Non-cash gain on future sale of property

116

Amount representing interest

(1,123)

Financing obligation liability

$459

 

Total financing obligation payments include $1.1 billion related to options to extend terms that are reasonably certain of being exercised.

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

 

 

August 2, 2025

February 1, 2025

Weighted-average remaining term (years)

15

16

Weighted-average remaining contractually obligated term (years)

5

5

Weighted-average discount rate

16%

16%

 

The remaining contractually obligated term represents only the remaining noncancelable portion of the financing obligations.

5. Share-Based Awards

The following table summarizes our share-based awards activity for the six months ended August 2, 2025:

 

 

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 - February 1, 2025

4,863

$23.51

1,376

$26.35

Granted

2,079

9.08

1,943

9.02

Vested and released

(1,292)

28.53

Forfeited

(1,935)

12.97

(738)

11.41

Balance - August 2, 2025

3,715

$19.17

2,581

$17.58

 

 

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In 2019, we issued 1,747,441 stock warrants. All 1,747,441 warrants were vested and unexercised as of August 2, 2025, February 1, 2025, and August 3, 2024. The warrants will expire on April 18, 2026.

6. Contingencies

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 tax rate for the second quarter of 2025 was 23.8% compared to 17.8% for the second quarter of 2024. Year to date, the tax rate was 25.0% and 3.4% for 2025 and 2024, respectively. The 2024 tax rates reflect the recognition of net favorable tax items, which decreased the tax rate from the statutory rate.

On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was enacted and signed into law. The Act restores and makes permanent a number of corporate tax provisions, such as full expensing for US-based research and development expenditures and capital investments, as well as the calculation of the business interest expense limitation. The Company has evaluated the provisions of the Act and determined that while the legislation impacts the timing of certain tax deductions, it does not result in a material change to Kohl's effective tax rate.

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 awards and stock warrants. The potentially dilutive shares outstanding during the period include unvested restricted stock units, unvested restricted stock awards, and warrants, which utilize the treasury stock method, as well as unvested performance share units that utilize the contingently issuable share method. Potentially dilutive shares are excluded from the computations of diluted earnings per share 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)

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

Numerator—Net income

$153

$66

$139

$39

Denominator—Weighted-average shares:

 

 

 

 

Basic

112

111

112

111

Dilutive impact

2

1

1

1

Diluted

114

112

113

112

Net income per share:

 

 

 

 

Basic

$1.37

$0.59

$1.24

$0.35

Diluted

$1.35

$0.59

$1.23

$0.35

 

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)

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

Anti-dilutive shares

5

4

6

4

 

 

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9. Subsequent Events

On August 12, 2025, the Board of Directors of Kohl's Corporation declared a quarterly cash dividend of $0.125 per share. The dividend will be paid on September 24, 2025, to all shareholders of record at the close of business on September 10, 2025.

 

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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 August 2, 2025 or August 3, 2024. References to "year to date" and "first half" are for the six fiscal months (26 weeks) ended August 2, 2025 or August 3, 2024. References to "first quarter" are for the three fiscal months (13 weeks) ended May 3, 2025 or May 4, 2024.

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 certain statements under Management's Discussion and Analysis and the statements under 2025 Financial and Capital Allocation Outlook and 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, adequacy of capital resources and reserves, and the impact of macroeconomic events, including inflation, consumer behavior, and changes in global trade policies, such as tariffs, and our response to such events. 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 2024 Form 10-K, in Part II Item 1A of our Quarterly Report on Form 10-Q for the first quarter of 2025, or disclosed from time to time in our filings with the SEC, which 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. Certain amounts set forth below may not foot or crossfoot due to rounding.

Executive Summary

Kohl's is a leading omnichannel retailer operating 1,153 stores and a website (www.Kohls.com) as of August 2, 2025. 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, store size, and Sephora at Kohl's shop-in-shops ("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 second quarter include:

Net sales decreased 5.1%, to $3.3 billion, with comparable sales down 4.2%.
Gross margin as a percentage of net sales was 39.9%, an increase of 28 basis points.
Selling, general, and administrative ("SG&A") expenses decreased 4.1%, to $1.2 billion. As a percentage of total revenue, SG&A expenses were 33.8%, an increase of 32 basis points year-over-year.
Gain on legal settlement was $129 million from a credit card interchange fee lawsuit.
Operating income was $279 million compared to $166 million in the prior year. As a percentage of total revenue, operating income was 7.9%, an increase of 343 basis points year-over-year.
On an adjusted non-GAAP basis, our adjusted operating income was $161 million.(a)
Net income was $153 million, or $1.35 per diluted share. This compares to net income of $66 million, or $0.59 per diluted share, in the prior year.
On an adjusted non-GAAP basis, our adjusted net income was $64 million, or $0.56 per adjusted diluted share.(a)

 

(a)
Non-GAAP financial measures. Please see the “GAAP to Non-GAAP Reconciliation” for a reconciliation of operating income to adjusted operating income, net income to adjusted net income, and diluted earnings per share to adjusted diluted earnings per share.

 

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Inventory was $3.0 billion, a decrease of 5% year-over-year.
Operating cash flow was $598 million compared to $254 million in the prior year.
Borrowings under revolving credit facility were $75 million, a decrease of $335 million year-over-year.
Current portion of long term debt was reduced by $353 million through repayment of the 4.25% notes due July 2025 at maturity.
Long term debt increased $347 million through issuance of $360 million of 10.000% senior secured notes due 2030.

Our Strategy

Kohl's remains committed to driving long-term shareholder value by providing our customers with great product, great value, and a great experience. To achieve this, we will offer a curated balanced assortment, reestablish Kohl’s to be a leader in value and quality, and deliver a frictionless experience to customers across our omnichannel platforms.

2025 Financial and Capital Allocation Outlook

For the full year 2025, the Company expects the following:

Net sales: A decrease of (5%) to a decrease of (6%)
Comparable sales: A decrease of (4%) to a decrease of (5%)
Adjusted operating margin: In the range of 2.5% to 2.7% (a)
Adjusted diluted earnings per share: In the range of $0.50 to $0.80 (a)
Capital expenditures: Approximately $400 million
Dividend: On August 12, 2025, Kohl’s Board of Directors declared a quarterly cash dividend on the Company’s common stock of $0.125 per share. The dividend is payable September 24, 2025 to shareholders of record at the close of business on September 10, 2025.

 

(a)
Non-GAAP financial measures. The Company provides adjusted operating margin and adjusted diluted earnings per share on a non-GAAP basis and does not provide a reconciliation of the Company’s forward looking guidance to the most directly comparable GAAP financial measures because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.

Results of Operations

Total Revenue

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

August 2, 2025

August 3, 2024

Change

August 2, 2025

August 3, 2024

Change

Net sales

$3,347

$3,525

$(178)

$6,396

$6,703

$(307)

Other revenue

199

207

(8)

383

411

(28)

Total revenue

$3,546

$3,732

$(186)

$6,779

$7,114

$(335)

 

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

Net sales decreased 5.1% in the second quarter of 2025 and 4.6% year to date 2025.

The decreases in the second quarter and year to date were driven by decreases in average transaction value of approximately 1% for both periods, and decreases in transaction volume of approximately 4% for both periods.
In both the second quarter and year to date, sales decreased across all lines of business, except for Accessories, which increased approximately 1% in the second quarter and 3% year to date.

 

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Three Months Ended

Six Months Ended

(Dollars in Millions)

August 2, 2025

August 3, 2024

Change

August 2, 2025

August 3, 2024

Change

Women's

$943

$1,004

(6.1%)

$1,794

$1,927

(6.9%)

Accessories (including Sephora)

673

666

1.1%

1,319

1,284

2.7%

Men's

689

740

(6.9%)

1,273

1,340

(5.0%)

Home

406

436

(6.9%)

776

828

(6.3%)

Children's

335

359

(6.7%)

647

703

(8.0%)

Footwear

301

320

(5.9%)

587

621

(5.5%)

Net sales

$3,347

$3,525

(5.1%)

$6,396

$6,703

(4.6%)

 

Comparable sales decreased 4.2% in the second quarter of 2025 and 4.0% year to date 2025. 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 twelve months, stores that have been closed, and stores that have been relocated where square footage has changed by more than 10%.

Digital sales decreased 2.9% in the second quarter of 2025 and 5.2% year to date 2025. Digital penetration represented 26% of net sales in the second quarter of 2025 and 25% year to date 2025, compared to 25% in the second quarter and first half of 2024. 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 includes revenue from credit card operations, third-party advertising on our website, unused gift cards and merchandise return cards (breakage), and other non-merchandise revenue.

Other revenue decreased $8 million in the second quarter of 2025 and $28 million year to date 2025. The decreases in both periods is driven by certain credit card expenses shifting against other revenue as we moved part of our account servicing to the third party that owns the accounts.

Cost of Merchandise Sold and Gross Margin

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

August 2, 2025

August 3, 2024

Change

August 2, 2025

August 3, 2024

Change

Net sales

$3,347

$3,525

$(178)

 

$6,396

$6,703

$(307)

 

Cost of merchandise sold

2,011

2,128

(117)

 

3,845

4,051

(206)

 

Gross margin

$1,336

$1,397

$(61)

 

$2,551

$2,652

$(101)

 

Gross margin as a percent of net sales

39.9%

39.6%

28

bps

39.9%

39.6%

33

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 expenses while other retailers may include these expenses in cost of merchandise sold.

 

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Gross margin is calculated as net sales less cost of merchandise sold. Gross Margin was 39.9% of net sales for both the first quarter and first half of 2025, an increase of 28 and 33 basis points to last year, respectively. The increase in both periods was driven by merchandise mix, inventory management of receipts down 16% in the quarter and 12% year to date, and moderating shrink levels.

Selling, General, and Administrative Expense

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

August 2, 2025

August 3, 2024

Change

August 2, 2025

August 3, 2024

Change

SG&A

$1,199

$1,250

$(51)

 

$2,363

$2,478

$(115)

 

As a percent of total revenue

33.8%

33.5%

32

bps

34.9%

34.8%

2

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 our expenses as a percentage of revenue and changes in this percentage compared to the prior year. 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)

August 2, 2025

August 2, 2025

Store expenses

$(21)

$(43)

Marketing

(13)

(35)

Distribution

(12)

(20)

Corporate and other

(5)

(17)

Total decrease

$(51)

$(115)

During the second quarter, SG&A expenses decreased $51 million, or 4.1%, to $1.2 billion. As a percentage of revenue, SG&A deleveraged by 32 basis points. Year to date 2025, SG&A expenses decreased $115 million, or 4.7%, to $2.4 billion. As a percentage of revenue, SG&A deleveraged by 2 basis points. The decreases for both periods are driven by lower store payroll, marketing, and distribution costs, as well as a shift of certain corporate credit card expenses to other revenue due to moving part of our account servicing to the third party that owns the accounts. Without the shift of certain corporate credit expenses, SG&A expenses would have decreased to last year 2.4% for the second quarter and 3.1% for the first half of 2025.

Other Expenses

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

August 2, 2025

August 3, 2024

Change

August 2, 2025

August 3, 2024

Change

Depreciation and amortization

$175

$188

$(13)

$350

$376

$(26)

Impairments, store closing, and other costs

11

11

11

11

(Gain) on legal settlement

(129)

(129)

(129)

(129)

Interest expense, net

78

86

(8)

154

169

(15)

 

 

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The decrease in depreciation and amortization in the second quarter and first half of 2025 was primarily driven by lower capital spend and closed locations.

We recognized $11 million of Impairments, store closing, and other costs in the second quarter. Included in this amount was $11 million of non-cash charges related to asset impairments, $7 million of severance, and $4 million of other costs primarily related to the closure of our Monroe, Ohio E-commerce Fulfillment Center. We also reversed $11 million of other exit costs initially recognized in the fourth quarter of 2024, related to the closure of our San Bernardino, California E-commerce Fulfillment Center and 27 underperforming stores due to favorable landlord negotiations.

In the second quarter, Kohl’s entered into a settlement agreement to resolve a credit card interchange fee lawsuit in which we were a plaintiff. We recorded a gain, net of legal fees, and received cash of $129 million.

Net interest expense decreased in the first half of 2025 due to reductions in lease payments for stores closed earlier this year and a loss on extinguishment of debt in 2024 that was not repeated in 2025, partially offset by interest on our newly issued 2030 notes.

Income Taxes

 

 

Three Months Ended

Six Months Ended

(Dollars in Millions)

August 2, 2025

August 3, 2024

Change

August 2, 2025

August 3, 2024

Change

Provision for income taxes

$48

$14

$34

$46

$1

$45

Effective tax rate

23.8%

17.8%

 

25.0%

3.4%

 

 

The 2024 tax rates reflect the recognition of net favorable tax items, which decreases the tax rate from the statutory rate.

GAAP to Non-GAAP Reconciliation

In addition to reporting our financial results in accordance with generally accepted accounting principles (GAAP) for the first half of 2025, this Quarterly Report on Form 10-Q contains certain non-GAAP financial results, including adjusted operating income, adjusted net income, and adjusted diluted earnings per share. These adjusted results exclude the gains, impairments, and other costs associated with the closing of 27 underperforming stores, our San Bernardino, California and Monroe, Ohio E-commerce Fulfillment Centers and settlement of a credit card interchange fee lawsuit, as we believe such items are not representative of our normal business activity. We believe these non-GAAP measures are useful, as they are more representative of our core business, enhance comparability across reporting periods and to industry peers, and align with the measures used by management to evaluate the Company’s performance. The adjusted, non-GAAP results are provided and should be evaluated in addition to, and not as an alternative for, our results reported in accordance with GAAP. Shown in the following table is a reconciliation of each non-GAAP measure referenced throughout this report to the most comparable GAAP measure. No adjustments were made to our results for the first half of fiscal 2024 and therefore these results are not included in the following table. Operating income was $166 million and $209 million in the second quarter and first half of 2024. Net income was $66 million, or $0.59 per diluted share, and $39 million, or $0.35 per diluted share, in the second quarter and first half of 2024.

 

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Table of Contents

 

(Dollars in Millions, Except per Share Data)

Operating Income

Net Income

Diluted Earnings per Share

Three months ended August 2, 2025

 

 

 

GAAP

$279

$153

$1.35

Impairments, store closing, and other costs

11

11

0.10

(Gain) on legal settlement

(129)

(129)

(1.14)

Income tax impact of items noted above

29

0.25

Adjusted (non-GAAP)

$161

$64

$0.56

 

 

 

 

Six months ended August 2, 2025

 

 

 

GAAP

$339

$139

$1.23

Impairments, store closing, and other costs

11

11

0.10

(Gain) on legal settlement

(129)

(129)

(1.14)

Income tax impact of items noted above

29

0.25

Adjusted (non-GAAP)

$221

$50

$0.44

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. 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 expect that our operations will continue to be influenced by general economic conditions, including food, fuel and energy prices, higher unemployment, wage inflation, and costs to source our merchandise, including tariffs. During the first half of 2025, the U.S. government announced additional tariffs on a broad range of imports, including certain consumer goods. While these actions did not have a material impact on our year to date results, the global trade environment remains fluid and further actions may increase merchandise costs, affect merchandise availability, and impact our operational results. We have taken proactive measures to reduce our exposure to tariffs by leveraging our diverse factory network to move production, adjusting orders based on pricing elasticity analysis, and working closely with our supplier and vendor base to proactively manage any impacts, with the goal of continuing to drive value to our customers. 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. 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 we pay a quarterly dividend; third we will capitalize on opportunities to further reduce our debt and overall leverage, when appropriate; and fourth, we return excess cash to shareholders through our share repurchase program.

We will continue to invest in the business, as we plan to invest approximately $400 million in 2025, which includes the investments to complete the roll out of Sephora shops, expansion of impulse queuing lines to nearly all stores, and expansion of our E-commerce Fulfillment Center in Etna, Ohio. On August 12, 2025, our Board of Directors declared a quarterly cash dividend of $0.125 per share. The dividend will be paid on September 24, 2025 to all shareholders of record at the close of business on September 10, 2025. In May, we issued $360 million in aggregate principal amount of 10.000% senior secured notes due 2030; in July, $353 million in aggregate principal amount of our 4.25% notes matured and were repaid. We are not planning any share repurchases during the current year.

Our period-end Cash and cash equivalents balance decreased to $174 million from $231 million in the second quarter of 2024. Our Cash and cash equivalents balance includes short-term investments of $17 million and $10 million as of August 2, 2025, and August 3, 2024, respectively. Our investment policy is designed to preserve principal and liquidity

 

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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)

August 2, 2025

August 3, 2024

Change

Net cash provided by (used in):

 

 

 

Operating activities

$506

$247

$259

Investing activities

(179)

(237)

58

Financing activities

(287)

38

(325)

 

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 $506 million of cash in the first half of 2025 compared to $247 million in the first half of 2024. Operating cash flow increased primarily due to inventory management, resulting in managing year to date receipts down 12% versus the prior year. Additionally, the increase was driven by a higher net income, due in part to a $129 million gain recognized during the quarter with respect to settlement of a credit card interchange fee lawsuit.

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 real estate.

Investing activities used $179 million of cash in the first half of 2025 compared to $237 million in the first half of 2024. The decrease in cash used in investing activities was primarily driven by our reduced capital expenditure plans for fiscal 2025 which includes lower capital spend on the expansion of our E-commerce Fulfillment Center in Etna, Ohio, which will be completed in the third quarter. Additionally, we received $21 million in proceeds from sale of real estate primarily due to the sale of a corporate property.

At the end of the quarter, we had a Sephora presence in over 1,100 of our stores, including 855 full size 2,500 square foot shops and 294 small format 750 square foot shops. In 2025, we anticipate capital expenditures of approximately $400 million, which includes the investments to complete the roll out of Sephora shops, expansion of impulse queuing lines to nearly all stores, and expansion of our E-commerce Fulfillment Center in Etna, Ohio.

 

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Table of Contents

 

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 our credit ratings.

 

During the second quarter, Moody's downgraded our corporate credit rating from Ba3 to B2, and revised their outlook to stable.

As of August 2, 2025, our corporate credit ratings and outlook were as follows:

 

 

Moody’s

S&P

Fitch

Corporate credit

B2

BB-

BB-

Outlook

Stable

Negative

Negative

 

In December 2024, S&P downgraded our senior unsecured credit rating from BB to BB- and Moody’s downgraded our rating from Ba3 to B1. As a result of the downgrades, the interest rate on our 3.375% notes due May 2031 increased an additional 50 basis points in May 2025 due to the coupon adjustment provision within the notes. During the second quarter 2025, Moody's downgraded our senior unsecured credit rating from B1 to B3, however, further downgrades by Moody's do not trigger incremental interest rate increases. In total, the interest rate on the notes due May 2031 have increased 175 basis points since their issuance.

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

Financing activities used $287 million of cash in the first half of 2025 and generated $38 million of cash in the first half of 2024.

Cash dividend payments were $28 million ($0.25 per share) in the first half of 2025 compared to $111 million ($1.00 per share) in the first half of 2024.

During the first half of 2025, we had net repayments of $215 million on our $1.5 billion credit facility, compared to net borrowings of $318 million in the first half of 2024. Borrowings outstanding under the revolving credit facility, recorded as short-term debt, were $75 million as of August 2, 2025, and $410 million as of August 3, 2024.

In May 2025, we issued $360 million aggregate principal amount of 10.000% senior secured notes due 2030. We received net proceeds of $357 million after the debt discount. In July 2025, we repaid $353 million of our 4.25% notes at maturity.

In the second quarter of 2024, we completed a voluntary redemption of the remaining $113 million outstanding 9.50% notes due May 15, 2025.

There was no cash used for treasury stock purchases in the first half of 2025 or 2024. 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, while we are not currently planning for share repurchases, we expect to resume share repurchases over the long-term following improvement in overall leverage.

 

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Table of Contents

 

Key Financial Ratios

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

 

(Dollars in Millions)

August 2, 2025

August 3, 2024

Working capital

$926

$275

Current ratio

1.36

1.08

 

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

The increases in our working capital and current ratio are driven by the repayment of $353 million of our 4.25% notes that matured during the quarter and decreased borrowings under the revolving credit facility.

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.

Our $360 million aggregate principal amount of 10.000% senior secured notes due 2030 contain covenants that limit our ability to grant or incur liens on the collateral; incur, assume or guarantee additional indebtedness; sell or otherwise dispose of assets that are collateral; and make certain restricted payments. Additionally, upon the occurrence of certain change of control repurchase events, we would be required to offer to repurchase the notes for at least 101% of the aggregate principal amount of the notes being repurchased, plus all accrued but unpaid interest as of the date of repurchase. Further, the terms of the notes set forth certain events of default after which the notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default.

As of August 2, 2025, we were in compliance with all covenants.

Contractual Obligations

Aside from the issuance of $360 million aggregate principal amount of 10.000% senior secured notes due 2030, the repayment of $353 million of our 4.25% notes due 2025 at maturity, and the change in borrowings under our revolving credit facility, which have all been disclosed in Note 3 of the Consolidated Financial Statements, there have been no significant changes in the contractual obligations disclosed in our 2024 Form 10-K.

Off-Balance Sheet Arrangements

We have not provided any financial guarantees arising from arrangements with unconsolidated entities or persons as of August 2, 2025.

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 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 2024 Form 10-K.

 

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Table of Contents

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no significant changes in the market risks described in our 2024 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 August 2, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Table of Contents

 

PART II. OTHER INFORMATION

We are not currently party to any material legal proceedings; however, 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.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, careful consideration should be taken of the risk factors discussed in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 and in Part II, Item 1A, “Risk Factors” of our Quarterly Report on Form 10-Q for the first quarter of 2025 ended May 3, 2025. These risk factors could materially and adversely affect our business, financial condition, results of operations, and liquidity. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also have a material adverse effect on our business operations.

There have been no significant changes in the Risk Factors described in our 2024 Form 10-K, other than as set out in our Quarterly Report on Form 10-Q for the quarter ended May 3, 2025, in Item 1A of Part II.

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 August 2, 2025:

 

(Dollars in Millions, Except Share and 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

May 4 - May 31, 2025

14,284

$7.57

$2,476

June 1 - July 5, 2025

10,121

$8.12

$2,476

July 6 - August 2, 2025

3,664

$9.69

$2,476

Total

28,069

$8.05

 

 

Item 5. Other Information

Securities Trading Arrangements of Directors and Officers

During the three months ended August 2, 2025, 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.

 

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Table of Contents

 

Item 6. Exhibits

Exhibit

 

Description

4.1

 

Indenture, dated as of May 30, 2025, by and among Kohl’s Corporation, the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee., incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K filed on May 30, 2025.

4.2

 

Form of 10.000% Senior Secured Notes due 2030 (included as Exhibit A to the Indenture filed herewith as Exhibit 99.1)., incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K filed on May 30, 2025.

10.1

 

Letter Agreement between Michael J. Bender and Kohl’s, Inc. dated May 16, 2025, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 20, 2025.

10.2

 

Restricted Stock Unit Agreement between Michael J. Bender and Kohl’s Corporation dated May 16, 2025, incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on May 20, 2025.

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 With Embedded Linkbase Documents

104

 

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

 

 

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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: September 4, 2025

/s/ Jill Timm

 

Jill Timm

On behalf of the Registrant and as Chief Financial Officer

(Principal Financial Officer)

 

 

28


FAQ

What were Kohl's (KSS) net sales and comparable sales in the quarter?

Net sales were $3.3 billion, a decrease of 5.1%, and comparable sales were down 4.2%.

How much did Kohl's report for net income and earnings per share?

Reported net income was $153 million, or $1.35 per diluted share; prior year net income was $66 million, or $0.59 per diluted share.

What drove the improvement in operating income for Kohl's?

A $129 million gain on a legal settlement materially increased operating income, which rose to $279 million from $166 million.

What happened to Kohl's cash flow and inventory levels?

Operating cash flow improved to $598 million from $254 million year-over-year, and inventory declined to $3.0 billion (down 5%).

Did Kohl's change its debt profile during the quarter?

Yes. The company repaid $353 million of near-term debt (4.25% notes due July 2025) and issued $360 million of 10.00% senior secured notes due 2030, increasing long-term debt by $347 million.

What shareholder actions did Kohl's take?

Kohl's Board declared a quarterly cash dividend of $0.125 per share, payable September 24, 2025 to shareholders of record on September 10, 2025.
Kohls Corp

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