KSS 10-Q
KOHLS Corp (KSS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition period from ________ to _________
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(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code (
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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.
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).
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.
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Accelerated Filer |
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Non-Accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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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: November 28, 2025 Common Stock, Par Value $0.01 per Share,
KOHL’S CORPORATION
INDEX
PART I |
3 |
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Item 1. |
3 |
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3 |
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4 |
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5 |
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6 |
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7 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
16 |
Item 3. |
25 |
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Item 4. |
25 |
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PART II |
26 |
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Item 1. |
26 |
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Item 1A. |
26 |
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Item 2. |
26 |
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Item 5. |
26 |
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Item 6. |
28 |
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29 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
KOHL’S CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions) |
November 1, 2025 |
February 1, 2025 |
November 2, 2024 |
Assets |
(Unaudited) |
(Audited) |
(Unaudited) |
Current assets: |
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Cash and cash equivalents |
$ |
$ |
$ |
Merchandise inventories |
|||
Other |
|||
Total current assets |
|||
Property and equipment, net |
|||
Operating leases |
|||
Other assets |
|||
Total assets |
$ |
$ |
$ |
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Liabilities and Shareholders’ Equity |
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Current liabilities: |
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Accounts payable |
$ |
$ |
$ |
Accrued liabilities |
|||
Borrowings under revolving credit facility |
|||
Current portion of: |
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Long-term debt |
— |
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Finance leases and financing obligations |
|||
Operating leases |
|||
Total current liabilities |
|||
Long-term debt |
|||
Finance leases and financing obligations |
|||
Operating leases |
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Deferred income taxes |
|||
Other long-term liabilities |
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Shareholders’ equity: |
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Common stock |
|||
Paid-in capital |
|||
Treasury stock, at cost |
( |
( |
( |
Retained earnings |
|||
Total shareholders’ equity |
$ |
$ |
$ |
Total liabilities and shareholders’ equity |
$ |
$ |
$ |
See accompanying Notes to Consolidated Financial Statements
3
KOHL’S CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
Three Months Ended |
Nine Months Ended |
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(Dollars in Millions, Except per Share Data) |
November 1, 2025 |
November 2, 2024 |
November 1, 2025 |
November 2, 2024 |
Net sales |
$ |
$ |
$ |
$ |
Other revenue |
||||
Total revenue |
||||
Cost of merchandise sold |
||||
Operating expenses: |
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Selling, general, and administrative |
||||
Depreciation and amortization |
||||
Impairments, store closing, and other costs |
— |
— |
||
(Gain) on legal settlement |
— |
( |
— |
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Operating income |
||||
Interest expense, net |
||||
(Loss) income before income taxes |
( |
|||
(Benefit) provision for income taxes |
( |
— |
||
Net income |
$ |
$ |
$ |
$ |
Net income per share: |
|
|
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Basic |
$ |
$ |
$ |
$ |
Diluted |
$ |
$ |
$ |
$ |
See accompanying Notes to Consolidated Financial Statements
4
KOHL’S CORPORATION
(Unaudited)
|
Three Months Ended |
Nine Months Ended |
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(Dollars in Millions, Except per Share Data) |
November 1, 2025 |
November 2, 2024 |
November 1, 2025 |
November 2, 2024 |
Common stock |
|
|
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Balance, beginning of period |
$ |
$ |
$ |
$ |
Stock-based awards |
— |
— |
— |
— |
Balance, end of period |
$ |
$ |
$ |
$ |
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Paid-in capital |
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Balance, beginning of period |
$ |
$ |
$ |
$ |
Stock-based awards |
||||
Balance, end of period |
$ |
$ |
$ |
$ |
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Treasury stock |
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Balance, beginning of period |
$( |
$( |
$( |
$( |
Stock-based awards |
( |
( |
( |
( |
Dividends paid |
— |
— |
— |
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Balance, end of period |
$( |
$( |
$( |
$( |
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Retained earnings |
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Balance, beginning of period |
$ |
$ |
$ |
$ |
Net income |
||||
Dividends paid |
( |
( |
( |
( |
Balance, end of period |
$ |
$ |
$ |
$ |
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Total shareholders' equity, end of period |
$ |
$ |
$ |
$ |
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Common stock |
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Shares, beginning of period |
||||
Stock-based awards |
— |
— |
— |
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Shares, end of period |
||||
Treasury stock |
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Shares, beginning of period |
( |
( |
( |
( |
Stock-based awards |
— |
— |
— |
— |
Shares, end of period |
( |
( |
( |
( |
Total shares outstanding, end of period |
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Dividends paid per common share |
$ |
$ |
$ |
$ |
See accompanying Notes to Consolidated Financial Statements
5
KOHL’S CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Nine Months Ended |
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(Dollars in Millions) |
November 1, 2025 |
November 2, 2024 |
Operating activities |
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Net income |
$ |
$ |
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Share-based compensation |
||
Deferred income taxes |
( |
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Impairments, store closing, and other costs |
||
Non-cash lease expense |
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Other non-cash items |
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Changes in operating assets and liabilities: |
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Merchandise inventories |
( |
( |
Other current and long-term assets |
( |
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Accounts payable |
||
Accrued and other long-term liabilities |
( |
( |
Operating lease liabilities |
( |
( |
Net cash provided by operating activities |
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Investing activities |
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Acquisition of property and equipment |
( |
( |
Proceeds from sale of real estate |
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Other |
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Net cash used in investing activities |
( |
( |
Financing activities |
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Proceeds from issuance of debt, net of discount |
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Deferred financing costs |
( |
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Net (repayments) borrowings under revolving credit facility |
( |
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Shares withheld for taxes on vested restricted shares |
( |
( |
Dividends paid |
( |
( |
Repayment of long-term borrowings |
( |
( |
Premium paid on redemption of debt |
( |
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Finance lease and financing obligation payments |
( |
( |
Proceeds from financing obligations |
||
Net cash (used in) provided by financing activities |
( |
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Net increase (decrease) in cash and cash equivalents |
( |
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Cash and cash equivalents at beginning of period |
||
Cash and cash equivalents at end of period |
$ |
$ |
Supplemental information |
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Interest paid, net of capitalized interest |
$ |
$ |
See accompanying Notes to Consolidated Financial Statements
6
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 reportable segment. Our Chief Operating Decision Maker (“CODM”) is our . The net income presented in the Consolidated Statements of Operations is the financial information reviewed by the CODM.
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 in the Consolidated Balance Sheets and were $
Restructuring Reserve
We recognized $
Included in the year to date amount was $
The following table summarizes the changes in the restructuring reserve established in the second quarter of 2025, related to the closure of our Monroe, Ohio E-commerce Fulfillment Center, for the nine months ended November 1, 2025:
7
(Dollars in Millions) |
Severance |
Other Exit Costs |
Total Costs |
Balance - February 1, 2025 |
$— |
$— |
$— |
Additions |
|||
Payments and reversals |
( |
( |
( |
Balance - November 1, 2025 |
$— |
$— |
$— |
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
(Dollars in Millions) |
Severance |
Other Exit Costs |
Total Costs |
Balance - February 1, 2025 |
$ |
$ |
$ |
Additions |
— |
— |
— |
Payments and reversals |
( |
( |
( |
Balance - November 1, 2025 |
$— |
$ |
$ |
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 $
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 to be included 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 periods of fiscal years 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.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which requires software capitalization to begin when both of the following occur: (1) management has authorized and committed to funding the software project; and (2) it is probable that the project will be completed and the software will be used to
8
perform the function intended. For public entities, the provisions within ASU 2025-06 are effective for the first annual and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The provisions within ASU 2025-06 allow for a prospective, modified, or retrospective transition approach. We are currently assessing the impact the adoption of ASU 2025-06 will have on our consolidated financial statements and related disclosures.
2. Revenue Recognition
The following table summarizes net sales by line of business:
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Three Months Ended |
Nine Months Ended |
||
(Dollars in Millions) |
November 1, 2025 |
November 2, 2024 |
November 1, 2025 |
November 2, 2024 |
Women's |
$ |
$ |
$ |
$ |
Accessories (including Sephora) |
||||
Men's |
||||
Home |
||||
Children's |
||||
Footwear |
||||
Net sales |
$ |
$ |
$ |
$ |
Unredeemed gift cards and merchandise return card liabilities totaled $
3. Debt
Outstanding borrowings under the $
Long-term debt, which excludes borrowings on the revolving credit facility, consists of the following secured and unsecured debt:
|
|
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Outstanding |
||
Maturity (Dollars in Millions) |
Effective Rate at Issuance |
Coupon Rate |
November 1, 2025 |
February 1, 2025 |
November 2, 2024 |
2025 |
$ |
$ |
$ |
||
2029 |
|||||
2030 |
|||||
2031 |
|||||
2033 |
|||||
2037 |
|||||
2045 |
|||||
Outstanding secured and unsecured senior debt |
|
|
|||
Unamortized debt discounts and deferred financing costs |
|
|
( |
( |
( |
Current portion of secured and unsecured senior debt |
|
|
( |
( |
|
Long-term secured and unsecured senior debt |
|
|
$ |
$ |
$ |
Effective interest rate at issuance |
|
|
|||
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
9
secured and unsecured senior debt was $
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
In May 2025, we issued $
In July 2025, $
In the second quarter of 2024, we completed a voluntary redemption of the remaining $
Our various debt agreements contain covenants including limitations on additional indebtedness and certain financial tests. As of November 1, 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
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.
10
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 |
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(Dollars in Millions) |
Classification |
November 1, 2025 |
February 1, 2025 |
November 2, 2024 |
Assets |
|
|
|
|
Operating leases |
Operating leases |
$ |
$ |
$ |
Finance leases |
$ |
$ |
$ |
|
Total operating and finance leases |
$ |
$ |
$ |
|
Liabilities |
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Current |
|
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Operating leases |
Current portion of operating leases |
$ |
$ |
$ |
Finance leases |
$ |
$ |
$ |
|
Noncurrent |
|
|
|
|
Operating leases |
Operating leases |
$ |
$ |
$ |
Finance leases |
$ |
$ |
$ |
|
Total operating and finance leases |
$ |
$ |
$ |
|
Consolidated Statement of Operations |
Three Months Ended |
Nine Months Ended |
|||
(Dollars in Millions) |
Classification |
November 1, 2025 |
November 2, 2024 |
November 1, 2025 |
November 2, 2024 |
Operating leases |
Selling, general, and administrative |
$ |
$ |
$ |
$ |
Finance leases |
|
|
|
|
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Amortization of leased assets |
Depreciation and amortization |
||||
Interest on leased assets |
Interest expense, net |
||||
Total operating and finance leases |
|
$ |
$ |
$ |
$ |
Consolidated Statement of Cash Flows |
Nine Months Ended |
|
(Dollars in Millions) |
November 1, 2025 |
November 2, 2024 |
Cash paid for amounts included in the measurement of leased liabilities |
|
|
Operating cash flows from operating leases |
$ |
$ |
Operating cash flows from finance leases |
||
Financing cash flows from finance leases |
||
The following table summarizes future lease payments by fiscal year:
|
November 1, 2025 |
||
(Dollars in Millions) |
Operating Leases |
Finance Leases |
Total |
2025 |
$ |
$ |
$ |
2026 |
|||
2027 |
|||
2028 |
|||
2029 |
|||
After 2029 |
|||
Total lease payments |
$ |
$ |
$ |
Amount representing interest |
( |
( |
( |
Lease liabilities |
$ |
$ |
$ |
11
Total lease payments include $
The following table summarizes weighted-average remaining lease term, weighted-average remaining contractually obligated lease term, and weighted-average discount rate:
|
November 1, 2025 |
February 1, 2025 |
Weighted-average remaining term (years) |
|
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Operating leases |
||
Finance leases |
||
Weighted-average remaining contractually obligated term (years) |
|
|
Operating leases |
||
Finance leases |
||
Weighted-average discount rate |
|
|
Operating leases |
||
Finance leases |
The remaining contractually obligated term represents only the remaining noncancelable portion of the leases.
Other lease information is as follows:
|
Nine Months Ended |
|
(Dollars in Millions) |
November 1, 2025 |
November 2, 2024 |
Property and equipment acquired (disposed) through exchange of: |
|
|
Finance lease liabilities |
) |
) |
Operating lease liabilities |
||
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 |
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|
|
|
(Dollars in Millions) |
Classification |
November 1, 2025 |
February 1, 2025 |
November 2, 2024 |
Assets |
|
|
|
|
Financing obligations |
Property and equipment, net |
$ |
$ |
$ |
Liabilities |
|
|
|
|
Current |
Current portion of finance leases and financing obligations |
|||
Noncurrent |
Finance leases and financing obligations |
|||
Total financing obligations |
$ |
$ |
$ |
|
Consolidated Statement of Operations |
Three Months Ended |
Nine Months Ended |
|||
(Dollars in Millions) |
Classification |
November 1, 2025 |
November 2, 2024 |
November 1, 2025 |
November 2, 2024 |
Amortization of financing obligation assets |
Depreciation and amortization |
$ |
$ |
$ |
$ |
Interest on financing obligations |
Interest expense, net |
||||
Total financing obligations |
|
$ |
$ |
$ |
$ |
12
Consolidated Statement of Cash Flows |
Nine Months Ended |
|
(Dollars in Millions) |
November 1, 2025 |
November 2, 2024 |
Cash paid for and proceeds from amounts included in the measurement of financing obligations |
|
|
Operating cash flows from financing obligations |
$ |
$ |
Financing cash flows from financing obligations |
||
Proceeds from financing obligations |
||
The following table summarizes future financing obligation payments by fiscal year:
|
November 1, 2025 |
(Dollars in Millions) |
Financing Obligations |
2025 |
$ |
2026 |
|
2027 |
|
2028 |
|
2029 |
|
After 2029 |
|
Total financing obligation payments |
$ |
Non-cash gain on future sale of property |
|
Amount representing interest |
( |
Financing obligation liability |
$ |
Total financing obligation payments include $
The following table summarizes the weighted-average remaining term, weighted-average remaining contractually obligated term, and weighted-average discount rate for financing obligations:
|
November 1, 2025 |
February 1, 2025 |
Weighted-average remaining term (years) |
||
Weighted-average remaining contractually obligated term (years) |
||
Weighted-average discount rate |
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 nine months ended November 1, 2025:
|
Restricted Stock Awards and Units |
Performance Share Units |
||
(Shares and Units in Thousands) |
Shares |
Weighted |
Units |
Weighted |
Balance - February 1, 2025 |
$ |
$ |
||
Granted |
||||
Vested and released |
( |
|||
Forfeited |
( |
( |
||
Balance - November 1, 2025 |
$ |
$ |
||
13
In 2019, we issued
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 third quarter of 2025 was
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 |
Nine Months Ended |
||
(Dollars and Shares in Millions, Except per Share Data) |
November 1, 2025 |
November 2, 2024 |
November 1, 2025 |
November 2, 2024 |
Numerator—Net income |
$ |
$ |
$ |
$ |
Denominator—Weighted-average shares: |
|
|
|
|
Basic |
||||
Dilutive impact |
||||
Diluted |
||||
Net income per share: |
|
|
|
|
Basic |
$ |
$ |
$ |
$ |
Diluted |
$ |
$ |
$ |
$ |
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 |
Nine Months Ended |
||
(Shares in Millions) |
November 1, 2025 |
November 2, 2024 |
November 1, 2025 |
November 2, 2024 |
Anti-dilutive shares |
||||
14
9. Subsequent Events
On
On November 23, 2025, the Board of Directors of Kohl’s Corporation appointed Michael J. Bender as the Company’s Chief Executive Officer, effective the same day. Mr. Bender has served as Interim Chief Executive Officer of the Company since May 1, 2025.
15
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 third quarter” are for the three fiscal months (13 weeks) ended November 1, 2025 or November 2, 2024. References to "the second quarter" are for the three fiscal months (13 weeks) ended August 2, 2025 or August 3, 2024. References to "the first quarter" are for the three fiscal months (13 weeks) ended May 3, 2025 or May 4, 2024. References to "year to date" are for the nine fiscal months (39 weeks) ended November 1, 2025 or November 2, 2024.
This Form 10-Q contains “forward-looking statements” 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 November 1, 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 third quarter include:
16
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:
Results of Operations
Total Revenue
|
Three Months Ended |
Nine Months Ended |
||||
(Dollars in Millions) |
November 1, 2025 |
November 2, 2024 |
Change |
November 1, 2025 |
November 2, 2024 |
Change |
Net sales |
$3,407 |
$3,507 |
$(100) |
$9,803 |
$10,210 |
$(407) |
Other revenue |
168 |
203 |
(35) |
551 |
614 |
(63) |
Total revenue |
$3,575 |
$3,710 |
$(135) |
$10,354 |
$10,824 |
$(470) |
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 2.8% in the third quarter of 2025 and 4.0% year to date 2025.
17
|
Three Months Ended |
Nine Months Ended |
||||
(Dollars in Millions) |
November 1, 2025 |
November 2, 2024 |
Change |
November 1, 2025 |
November 2, 2024 |
Change |
Women's |
$844 |
$869 |
(2.9%) |
$2,638 |
$2,796 |
(5.7%) |
Accessories (including Sephora) |
669 |
650 |
2.9% |
1,988 |
1,934 |
2.8% |
Men's |
677 |
701 |
(3.4%) |
1,950 |
2,041 |
(4.5%) |
Home |
464 |
473 |
(1.9%) |
1,240 |
1,301 |
(4.7%) |
Children's |
453 |
486 |
(6.8%) |
1,100 |
1,189 |
(7.5%) |
Footwear |
300 |
328 |
(8.5%) |
887 |
949 |
(6.5%) |
Net sales |
$3,407 |
$3,507 |
(2.8%) |
$9,803 |
$10,210 |
(4.0%) |
Comparable sales decreased 1.7% in the third quarter of 2025 and 3.2% 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 increased 2.4% in the third quarter of 2025 and decreased 2.5% year to date 2025. Digital penetration represented 28% of net sales in the third quarter of 2025 and 26% year to date 2025, compared to 26% in the third quarter and year to date 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 $35 million in the third quarter of 2025 and $63 million year to date 2025. The decreases in both periods were driven by lower sales to our Kohl's credit card customer and 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 |
Nine Months Ended |
||||||
(Dollars in Millions) |
November 1, 2025 |
November 2, 2024 |
Change |
November 1, 2025 |
November 2, 2024 |
Change |
||
Net sales |
$3,407 |
$3,507 |
$(100) |
|
$9,803 |
$10,210 |
$(407) |
|
Cost of merchandise sold |
2,059 |
2,137 |
(78) |
|
5,904 |
6,188 |
(284) |
|
Gross margin |
$1,348 |
$1,370 |
$(22) |
|
$3,899 |
$4,022 |
$(123) |
|
Gross margin as a percent of net sales |
39.6% |
39.1% |
51 |
bps |
39.8% |
39.4% |
39 |
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.
18
Gross margin is calculated as net sales less cost of merchandise sold. Gross Margin was 39.6% of net sales for the third quarter and 39.8% of net sales year to date 2025, an increase of 51 and 39 basis points to last year, respectively. In both the third quarter and year to date 2025, the increase was driven by strong inventory management, merchandise mix, and moderating shrink levels. Strong inventory management was driven by fewer clearance markdowns, as our inventory decreased 5% to last year at the end of the third quarter, and receipts year to date were down 6%.
Selling, General, and Administrative Expense
|
Three Months Ended |
Nine Months Ended |
||||||
(Dollars in Millions) |
November 1, 2025 |
November 2, 2024 |
Change |
November 1, 2025 |
November 2, 2024 |
Change |
||
SG&A |
$1,263 |
$1,291 |
$(28) |
|
$3,626 |
$3,769 |
$(143) |
|
As a percent of total revenue |
35.3% |
34.8% |
55 |
bps |
35.0% |
34.8% |
20 |
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 |
Nine Months Ended |
(Dollars in Millions) |
November 1, 2025 |
November 1, 2025 |
Store expenses |
$(26) |
$(69) |
Marketing |
(15) |
(50) |
Distribution |
(9) |
(29) |
Corporate and other |
22 |
5 |
Total decrease |
$(28) |
$(143) |
During the third quarter, SG&A expenses decreased $28 million, or 2.1%, to $1.3 billion. As a percentage of revenue, SG&A deleveraged by 55 basis points. Year to date 2025, SG&A expenses decreased $143 million, or 3.8%, to $3.6 billion. As a percentage of revenue, SG&A deleveraged by 20 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, partially offset by an increase in other corporate expenses. Without the shift of certain corporate credit expenses, SG&A expenses would have decreased to last year 0.9% for the third quarter and 2.3% for year to date 2025.
19
Other Expenses
|
Three Months Ended |
Nine Months Ended |
||||
(Dollars in Millions) |
November 1, 2025 |
November 2, 2024 |
Change |
November 1, 2025 |
November 2, 2024 |
Change |
Depreciation and amortization |
$176 |
$184 |
$(8) |
$526 |
$560 |
$(34) |
Impairments, store closing, and other costs |
4 |
— |
4 |
15 |
— |
15 |
(Gain) on legal settlement |
— |
— |
— |
(129) |
— |
(129) |
Interest expense, net |
75 |
76 |
(1) |
229 |
245 |
(16) |
The decrease in depreciation and amortization in the third quarter and year to date 2025 was primarily driven by lower capital spend and closed locations.
We recognized $4 million of Impairments, store closing, and other costs in the third quarter and $15 million year to date 2025. Included in this third quarter amount was $3 million of severance and $2 million of other costs, offset by a $1 million reversal of other exit costs initially recognized in the fourth quarter of 2024 related to the closure of underperforming stores. Included in the year to date amount was $11 million of non-cash charges related to asset impairments, $10 million of severance, and $6 million of other costs primarily related to the closure of our Monroe, Ohio E-commerce Fulfillment Center. Year to date, we also reversed $12 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 year to date 2025 due to reductions in lease payments for stores closed earlier this year, a lower average outstanding balance on the revolving credit facility, and a loss on extinguishment of debt in 2024 that was not repeated in 2025. The reductions were partially offset by interest on our newly issued 2030 notes.
Income Taxes
|
Three Months Ended |
Nine Months Ended |
||||
(Dollars in Millions) |
November 1, 2025 |
November 2, 2024 |
Change |
November 1, 2025 |
November 2, 2024 |
Change |
(Benefit) provision for income taxes |
$(10) |
$— |
$(10) |
$36 |
$1 |
$35 |
Effective tax rate |
604.4% |
(2.8%) |
|
19.7% |
1.3% |
|
The impact of the 2025 net favorable tax items results in increasing the tax rate from the statutory rate when compared to the third quarter pre-tax loss, and decreasing the tax rate from the statutory rate when compared to the year to date pre-tax income. The impact of the 2024 net favorable tax items, when compared to a pre-tax income, results in decreasing 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), 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
20
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 year to date 2024 and therefore these results are not included in the following table. For fiscal 2024, operating income was $98 million and $307 million in the third quarter and year to date, respectively. Net income was $22 million, or $0.20 per diluted share, and $61 million, or $0.55 per diluted share, in the third quarter and year to date 2024.
(Dollars in Millions, Except per Share Data) |
Operating Income |
Net Income |
Diluted Earnings per Share |
Three months ended November 1, 2025 |
|
|
|
GAAP |
$73 |
$8 |
$0.07 |
Impairments, store closing, and other costs |
4 |
4 |
0.04 |
(Gain) on legal settlement |
— |
— |
- |
Income tax impact of items noted above |
— |
(1) |
(0.01) |
Adjusted (non-GAAP) |
$77 |
$11 |
$0.10 |
|
|
|
|
Nine months ended November 1, 2025 |
|
|
|
GAAP |
$412 |
$147 |
$1.30 |
Impairments, store closing, and other costs |
15 |
15 |
0.14 |
(Gain) on legal settlement |
(129) |
(129) |
(1.14) |
Income tax impact of items noted above |
— |
28 |
0.24 |
Adjusted (non-GAAP) |
$298 |
$61 |
$0.54 |
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 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 analyses, 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.
21
We will continue to invest in the business, as we plan to invest approximately $400 million in capital expenditures 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 November 12, 2025, our Board of Directors declared a quarterly cash dividend of $0.125 per share. The dividend will be paid on December 24, 2025 to all shareholders of record at the close of business on December 10, 2025. In May 2025, 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 fiscal year.
Our period-end Cash and cash equivalents balance decreased to $144 million from $174 million in the third quarter of 2024. Our Cash and cash equivalents balance includes short-term investments of $8 million and $7 million as of November 1, 2025, and November 2, 2024, 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
|
|
Nine Months Ended |
||
(Dollars in Millions) |
November 1, 2025 |
November 2, 2024 |
Change |
Net cash provided by (used in): |
|
|
|
Operating activities |
$630 |
$52 |
$578 |
Investing activities |
(269) |
(363) |
94 |
Financing activities |
(351) |
302 |
(653) |
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 $630 million of cash year to date 2025 compared to $52 million year to date 2024. Operating cash flow increased primarily due to inventory management, resulting in managing year to date receipts down 6% 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 year 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.
22
Investing activities used $269 million year to date 2025 compared to $363 million year to date 2024. The decrease in cash used in investing activities was primarily driven by our reduced capital expenditure plans for fiscal 2025, including lower capital spend on the expansion of our E-commerce Fulfillment Center in Etna, Ohio, which was completed in the third quarter. Additionally, we received $37 million in proceeds from sale of real estate primarily due to the sale of corporate and other properties.
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.
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 third quarter, S&P downgraded our corporate credit rating from BB- to B+, and maintained their outlook as negative.
As of November 1, 2025, our corporate credit ratings and outlook were as follows:
|
Moody’s |
S&P |
Fitch |
Corporate credit |
B2 |
B+ |
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 from 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 $351 million of cash year to date 2025 and generated $302 million of cash year to date 2024.
Cash dividend payments were $42 million ($0.375 per share) year to date 2025 compared to $166 million ($1.50 per share) year to date 2024.
Year to date 2025, we had net repayments of $245 million on our $1.5 billion credit facility, compared to net borrowings of $657 million year to date 2024. Borrowings outstanding under the revolving credit facility, recorded as short-term debt, were $45 million as of November 1, 2025, and $749 million as of November 2, 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.
23
There was no cash used for treasury stock purchases year to date 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.
Key Financial Ratios
Key financial ratios that provide certain measures of our liquidity are as follows:
(Dollars in Millions) |
November 1, 2025 |
November 2, 2024 |
Working capital |
$1,001 |
$224 |
Current ratio |
1.30 |
1.05 |
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 year 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. As of November 1, 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 July 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 November 1, 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.
24
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 November 1, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
25
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
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 November 1, 2025:
(Dollars in Millions, Except Share and per Share Data) |
Total Number |
Average |
Total Number |
Approximate |
August 3 - August 30, 2025 |
6,085 |
$14.40 |
— |
$2,476 |
August 31 - October 4, 2025 |
11,012 |
$15.32 |
— |
$2,476 |
October 5 - November 1, 2025 |
33,161 |
$14.69 |
— |
$2,476 |
Total |
50,258 |
$14.79 |
— |
|
Item 5. Other Information
Securities Trading Arrangements of Directors and Officers
Except as noted below, during the three months ended November 1, 2025, no director or Section 16 officer of the Company
On
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expiration of her previous trading plan and in connection with diversification and tax-planning objectives. Sales under the Plan may commence on December 4, 2025. The Plan will expire on the earlier of
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Item 6. Exhibits
Exhibit |
|
Description |
10.1 |
|
Executive Compensation Agreement between Steven Dee and Kohl's Inc. dated as of August 25, 2025 |
31.1 |
|
|
31.2 |
|
|
32.1 |
|
|
32.2 |
|
|
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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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: December 3, 2025 |
/s/ Jill Timm |
|
Jill Timm On behalf of the Registrant and as Chief Financial Officer (Principal Financial Officer) |
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