KOHLS Corp 10-Q for FY2027 Q2
KOHLS Corp (KSS)
About this 10-Q
KOHLS Corp filed this 10-Q on September 3, 2026, covering the quarter ended August 1, 2026 (FY2027 Q2).
Headline figures
Quarter ended August 1, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.52B
- down 0.9% from $3.55B a year earlier
- Net income
- $151M
- down 1.3% from net income of $153M a year earlier
- Diluted EPS
- $1.28
- down 5.2% from $1.35 a year earlier
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 _________
Commission file number
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
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Registrant’s telephone number, including area code (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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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: August 28, 2026 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 |
15 |
Item 3. |
24 |
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Item 4. |
24 |
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PART II |
25 |
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Item 1. |
25 |
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Item 1A. |
25 |
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Item 2. |
26 |
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Item 5. |
26 |
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Item 6. |
27 |
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28 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
KOHL’S CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions) |
August 1, 2026 |
January 31, 2026 |
August 2, 2025 |
Assets |
(Unaudited) |
(Audited) |
(Unaudited) |
Current assets: |
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Cash and cash equivalents |
$ |
$ |
$ |
Merchandise inventories |
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Other |
|||
Total current assets |
|||
Property and equipment, net |
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Operating leases |
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Other assets |
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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 |
— |
— |
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Current portion of: |
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Finance leases and financing obligations |
|||
Operating leases |
|||
Total current liabilities |
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Long-term debt |
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Finance leases and financing obligations |
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Operating leases |
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Deferred income taxes |
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Other long-term liabilities |
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Shareholders’ equity: |
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Common stock |
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Paid-in capital |
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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)
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Three Months Ended |
Six Months Ended |
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(Dollars in Millions, Except per Share Data) |
August 1, 2026 |
August 2, 2025 |
August 1, 2026 |
August 2, 2025 |
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 |
— |
— |
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(Gain) on legal settlement |
— |
( |
— |
( |
Operating income |
||||
Interest expense, net |
||||
Income before income taxes |
||||
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)
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Three Months Ended |
Six Months Ended |
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(Dollars in Millions, Except per Share Data) |
August 1, 2026 |
August 2, 2025 |
August 1, 2026 |
August 2, 2025 |
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 |
— |
— |
— |
— |
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 |
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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
Totals may not foot due to rounding
5
KOHL’S CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Six Months Ended |
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(Dollars in Millions) |
August 1, 2026 |
August 2, 2025 |
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 |
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Deferred income taxes |
( |
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Impairments, store closing, and other costs |
— |
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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 |
||
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 property and equipment |
— |
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Other |
( |
— |
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 |
— |
( |
Net repayments under revolving credit facility |
— |
( |
Shares withheld for taxes on vested restricted shares |
( |
( |
Dividends paid |
( |
( |
Repayment of long-term borrowings |
( |
( |
Discount on redemption of debt |
— |
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Finance lease and financing obligation payments |
( |
( |
Proceeds from financing obligations |
— |
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Net cash used in financing activities |
( |
( |
Net increase in cash and cash equivalents |
||
Cash and cash equivalents at beginning of period |
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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 January 31, 2026 (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 $
International Emergency Economic Powers Act ("IEEPA") Tariff Recovery
On February 20, 2026, the U.S. Supreme Court issued a ruling in Learning Resources, Inc. v. Trump invalidating certain tariffs previously imposed under the IEEPA. As a result of this ruling, the Company is eligible for refunds of duties paid during fiscal 2025 and the first month of fiscal 2026. The Company paid approximately $
In accordance with ASC 450-30, “Gain Contingencies,” the Company has elected to use a gain contingency model to account for recoveries of previously paid IEEPA tariffs. Under this model, a gain contingency is not recognized in the financial statements until the gain is realized or realizable. Tariff recoveries are reflected as a reduction of Merchandise inventories to the extent the inventory remains on hand, or as a reduction of Cost of merchandise sold for inventory that has already been sold.
7
As of August 1, 2026, the Company received approximately $
The Company’s remaining IEEPA refund claims continue to be accounted for as gain contingencies and will be recorded once realized or realizable. Uncertainty remains regarding the timing, amount and ultimate receipt of any further refunds, and as such, no additional amounts have been recognized in the consolidated financial statements for these remaining claims.
Recent Accounting Pronouncements
Accounting Standards Issued but not yet Effective
In 2024, the Financial Accounting Standards Board ("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 No. 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 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 |
Six Months Ended |
||
(Dollars in Millions) |
August 1, 2026 |
August 2, 2025 |
August 1, 2026 |
August 2, 2025 |
Women's |
$ |
$ |
$ |
$ |
Accessories (including Sephora) |
||||
Men's |
||||
Home |
||||
Children's |
||||
Footwear |
||||
Net sales |
$ |
$ |
$ |
$ |
Unredeemed gift cards and merchandise return card liabilities totaled $
8
3. Debt
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 |
August 1, 2026 |
January 31, 2026 |
August 2, 2025 |
2029 |
$ |
$ |
$ |
||
2030 |
|||||
2031 |
|||||
2033 |
|||||
2037 |
|||||
2045 |
|||||
Outstanding secured and unsecured senior debt |
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Unamortized debt discounts and deferred financing costs |
|
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( |
( |
( |
Long-term secured and unsecured senior debt |
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$ |
$ |
$ |
Effective interest rate at issuance |
|
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|||
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 $
The interest rate on our
In the second quarter of 2026, we reduced our outstanding debt by $
In the fourth quarter of 2025, we reduced our outstanding debt by $
In the second quarter of 2025, we issued $
Also in the second quarter of 2025, $
Borrowings under the $
During the second quarter of 2026, we executed an amendment of our revolving credit agreement that extends the maturity of the revolving credit facility by
9
Our various debt agreements contain covenants including limitations on additional indebtedness and certain financial tests. As of August 1, 2026, we were in compliance with all covenants of the various debt agreements.
4. Leases
We lease certain property and equipment used in our operations. 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 certain 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.
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 |
August 1, 2026 |
January 31, 2026 |
August 2, 2025 |
Assets |
|
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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 |
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Operating leases |
Operating leases |
|||
Finance leases |
||||
Total operating and finance leases |
$ |
$ |
$ |
|
Consolidated Statements of Operations |
Three Months Ended |
Six Months Ended |
|||
(Dollars in Millions) |
Classification |
August 1, 2026 |
August 2, 2025 |
August 1, 2026 |
August 2, 2025 |
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 |
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$ |
$ |
$ |
$ |
10
Consolidated Statements of Cash Flows |
Six Months Ended |
|
(Dollars in Millions) |
August 1, 2026 |
August 2, 2025 |
Cash paid for amounts included in the measurement of leased liabilities |
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Operating cash flows from operating leases |
$ |
$ |
Operating cash flows from finance leases |
||
Financing cash flows from finance leases |
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The following table summarizes future lease payments by fiscal year:
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August 1, 2026 |
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(Dollars in Millions) |
Operating Leases |
Finance Leases |
Total |
2026 |
$ |
$ |
$ |
2027 |
|||
2028 |
|||
2029 |
|||
2030 |
|||
After 2030 |
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Total lease payments |
$ |
$ |
$ |
Amount representing interest |
( |
( |
( |
Lease liabilities |
$ |
$ |
$ |
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:
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August 1, 2026 |
January 31, 2026 |
August 2, 2025 |
Weighted-average remaining term (years) |
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Operating leases |
|||
Finance leases |
|||
Weighted-average remaining contractually obligated term (years) |
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Operating leases |
|||
Finance leases |
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Weighted-average discount rate |
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Operating leases |
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Finance leases |
The remaining contractually obligated term represents only the remaining noncancelable portion of the leases.
Other lease information is as follows:
|
Six Months Ended |
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(Dollars in Millions) |
August 1, 2026 |
August 2, 2025 |
Property and equipment (disposed) acquired through exchange of: |
|
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Finance lease liabilities |
($ |
($ |
Operating lease liabilities |
||
11
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 |
August 1, 2026 |
January 31, 2026 |
August 2, 2025 |
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 Statements of Operations |
Three Months Ended |
Six Months Ended |
|||
(Dollars in Millions) |
Classification |
August 1, 2026 |
August 2, 2025 |
August 1, 2026 |
August 2, 2025 |
Amortization of financing obligation assets |
Depreciation and amortization |
$ |
$ |
$ |
$ |
Interest on financing obligations |
Interest expense, net |
||||
Total financing obligations |
|
$ |
$ |
$ |
$ |
Consolidated Statements of Cash Flows |
Six Months Ended |
|
(Dollars in Millions) |
August 1, 2026 |
August 2, 2025 |
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:
|
August 1, 2026 |
(Dollars in Millions) |
Financing Obligations |
2026 |
$ |
2027 |
|
2028 |
|
2029 |
|
2030 |
|
After 2030 |
|
Total financing obligation payments |
$ |
Non-cash gain on future sale of property |
|
Amount representing interest |
( |
Financing obligation liability |
$ |
Total financing obligation payments include $
12
The following table summarizes the weighted-average remaining term, weighted-average remaining contractually obligated term, and weighted-average discount rate for financing obligations:
|
August 1, 2026 |
January 31, 2026 |
August 2, 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
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 second quarter of 2026 was
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 1, 2026 |
August 2, 2025 |
August 1, 2026 |
August 2, 2025 |
Numerator—Net income |
$ |
$ |
$ |
$ |
Denominator—Weighted-average shares: |
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Basic |
||||
Dilutive impact |
||||
Diluted |
||||
Net Income per share: |
|
|
|
|
Basic |
$ |
$ |
$ |
$ |
Diluted |
$ |
$ |
$ |
$ |
13
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 1, 2026 |
August 2, 2025 |
August 1, 2026 |
August 2, 2025 |
Anti-dilutive shares |
||||
9. Subsequent Events
On
14
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 1, 2026 or August 2, 2025. References to "year to date" and "first half" are for the six fiscal months (26 weeks) ended August 1, 2026 or August 2, 2025. References to "first quarter" are for the three fiscal months (13 weeks) ended May 2, 2026 or May 3, 2025.
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 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 2025 Form 10-K, in Part II Item 1A of our Quarterly Reports on Form 10-Q for the first and second quarters of 2026, or disclosed from time to time in our filings with the SEC, that could cause actual results to differ materially from those predicted by the forward-looking statements. Forward-looking statements relate to the date initially made, and we undertake no obligation to update them. Certain amounts set forth below may not foot or crossfoot due to rounding.
Executive Summary
Kohl's is a leading omnichannel retailer operating 1,151 stores and a website (www.Kohls.com) as of August 1, 2026. Our Kohl's stores and website sell moderately-priced proprietary and national brand apparel, footwear, accessories, beauty, and home products. Our Kohl's stores generally carry a consistent merchandise assortment with some differences attributable to local preferences and store size. 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:
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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. We have three key initiatives to achieve this: we offer a curated and more balanced assortment that fulfills needs of all customers, we are reestablishing Kohl’s as a leader in value and quality, and we are delivering a frictionless shopping experience across our omnichannel platforms.
Results of Operations
Total Revenue
|
Three Months Ended |
Six Months Ended |
||||
(Dollars in Millions) |
August 1, 2026 |
August 2, 2025 |
Change |
August 1, 2026 |
August 2, 2025 |
Change |
Net sales |
$3,318 |
$3,347 |
$(29) |
$6,316 |
$6,396 |
$(80) |
Other revenue |
197 |
199 |
(2) |
366 |
383 |
(17) |
Total revenue |
$3,515 |
$3,546 |
$(31) |
$6,682 |
$6,779 |
$(97) |
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 0.9% in the second quarter of 2026 and 1.2% year to date 2026.
|
Three Months Ended |
Six Months Ended |
||||
(Dollars in Millions) |
August 1, 2026 |
August 2, 2025 |
Change |
August 1, 2026 |
August 2, 2025 |
Change |
Women's |
$928 |
$943 |
(1.6%) |
$1,777 |
$1,794 |
(0.9%) |
Accessories (including Sephora) |
673 |
673 |
— |
1,315 |
1,319 |
(0.3%) |
Men's |
682 |
689 |
(1.0%) |
1,249 |
1,273 |
(1.9%) |
Home |
411 |
406 |
1.2% |
780 |
776 |
0.5% |
Children's |
334 |
335 |
(0.3%) |
643 |
647 |
(0.6%) |
Footwear |
290 |
301 |
(3.7%) |
552 |
587 |
(6.0%) |
Net sales |
$3,318 |
$3,347 |
(0.9%) |
$6,316 |
$6,396 |
(1.2%) |
Comparable sales decreased 0.9% in the second quarter of 2026 and 1.0% year to date 2026. 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 2.8% in the second quarter of 2026 and 3.4% year to date 2026. Digital penetration represented 27% of net sales in the second quarter of 2026 and 26% year to date 2026, compared to 26% in the second quarter of 2025 and 25% year to date 2025. 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.
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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), commissions from our third-party digital marketplace, and other non-merchandise revenue.
Other revenue decreased $2 million in the second quarter of 2026 and $17 million year to date 2026, due to lower revenue from our credit card operations. This was driven by lower late fees and finance charges partially offset by lower write-off activity.
Cost of Merchandise Sold and Gross Margin
|
Three Months Ended |
Six Months Ended |
||||||
(Dollars in Millions) |
August 1, 2026 |
August 2, 2025 |
Change |
|
August 1, 2026 |
August 2, 2025 |
Change |
|
Net sales |
$3,318 |
$3,347 |
$(29) |
|
$6,316 |
$6,396 |
$(80) |
|
Cost of merchandise sold |
1,893 |
2,011 |
(118) |
|
3,695 |
3,845 |
(150) |
|
Gross margin |
$1,425 |
$1,336 |
$89 |
|
$2,621 |
$2,551 |
$70 |
|
Gross margin as a percent of net sales |
43.0% |
39.9% |
305 |
bps |
41.5% |
39.9% |
162 |
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; terms cash discount; and amounts due to Sephora for their share of operating profits under the Sephora arrangement. 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.
Gross margin is calculated as net sales less cost of merchandise sold. For the second quarter of 2026, gross margin was 43.0% of net sales and 41.5% of net sales year to date 2026, an increase of 305 and 162 basis points to last year, respectively. The increase was driven by tariff refunds, partially offset by repayments to vendors and investments to drive value for our customers.
Selling, General, and Administrative Expense
|
Three Months Ended |
Six Months Ended |
||||||
(Dollars in Millions) |
August 1, 2026 |
August 2, 2025 |
Change |
August 1, 2026 |
August 2, 2025 |
Change |
||
SG&A |
$1,188 |
$1,199 |
$(11) |
|
$2,333 |
$2,363 |
$(30) |
|
As a percent of total revenue |
33.8% |
33.8% |
0 |
bps |
34.9% |
34.9% |
6 |
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.
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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 1, 2026 |
August 1, 2026 |
Corporate and other |
$(5) |
$(22) |
Store expenses |
(9) |
(10) |
Distribution |
2 |
1 |
Marketing |
1 |
1 |
Total decrease |
$(11) |
$(30) |
During the second quarter, SG&A expenses decreased $11 million, or 0.9%, to $1.2 billion. As a percentage of revenue, SG&A was flat to last year. Year to date 2026, SG&A expenses decreased $30 million, or 1.3%, to $2.3 billion. As a percentage of revenue, SG&A deleveraged by 6 basis points. The decreases for both periods were driven by expense savings across stores, corporate, and credit, which are included in corporate and other costs.
Other Expenses
|
Three Months Ended |
Six Months Ended |
||||
(Dollars in Millions) |
August 1, 2026 |
August 2, 2025 |
Change |
August 1, 2026 |
August 2, 2025 |
Change |
Depreciation and amortization |
$173 |
$175 |
$(2) |
$347 |
$350 |
$(3) |
Impairments, store closing, and other costs |
— |
11 |
(11) |
— |
11 |
(11) |
(Gain) on legal settlement |
— |
(129) |
129 |
— |
(129) |
129 |
Interest expense, net |
63 |
78 |
(15) |
126 |
154 |
(28) |
The decreases in depreciation and amortization in the second quarter and year to date 2026 were driven by lower capital spend.
In the second quarter of 2025, we recognized $11 million of Impairments, store closing, and other costs. 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.
Also in the second quarter of 2025, 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 2026 due to gains on extinguishment of debt recognized in net interest expense and no outstanding balance on the revolving credit facility. The gains on extinguishment of debt resulted from open market purchases of long term debt, totaling $6 million for the second quarter and $15 million year to date.
Income Taxes
|
Three Months Ended |
Six Months Ended |
||||
(Dollars in Millions) |
August 1, 2026 |
August 2, 2025 |
Change |
August 1, 2026 |
August 2, 2025 |
Change |
Provision for income taxes |
$47 |
$48 |
$(1) |
$44 |
$46 |
$(2) |
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The effective tax rate for the second quarter of 2026 was 23.3% compared to 23.8% for the second quarter of 2025. Year to date, the tax rate was 24.1% and 25.0% for 2026 and 2025, respectively.
GAAP to Non-GAAP Reconciliation
In addition to reporting our financial results in accordance with U.S. 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 for the prior year. These adjusted results exclude the gains, impairments, other costs, and reversals 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 2026 and therefore these results are not included in the following table. Operating income was $261 million and $307 million in the second quarter and first half of 2026. Net income was $151 million, or $1.28 per diluted share, and $137 million, or $1.18 per diluted share, in the second quarter and first half of 2026.
|
|
|
Diluted Earnings per |
(Dollars in Millions, Except per Share Data) |
Operating Income |
Net Income |
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 |
Inflation, Global Economic Conditions, and Trade Policies
We expect that our operations will continue to be influenced by general economic conditions, including food, fuel and energy prices, unemployment levels, wage inflation, and costs to source our merchandise, including tariffs. During 2025, the U.S. government utilized the IEEPA to impose additional tariffs on a broad range of imports, including certain consumer goods. On February 20, 2026, the U.S. Supreme Court issued a ruling in Learning Resources, Inc. v. Trump striking down certain tariffs previously imposed under IEEPA. Following this decision, the U.S. administration invoked Section 122 of the Trade Act of 1974 to impose new tariffs on imports, effective February 24, 2026. Although the U.S. Court of International Trade issued a ruling finding the Section 122 tariffs unlawful in May 2026, duty collections continued under a judicial stay until the 150-day statutory window expired on July 24, 2026. The administration subsequently transitioned to replacement trade actions, implementing new tariffs under authorities such as Section 301. We continue to pay applicable duties under these authorities, while monitoring the legal developments. The global trade environment remains fluid and further tariff-related actions may increase merchandise costs, affect merchandise availability, and impact our operational results.
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The Company paid approximately $190 million in IEEPA tariffs during fiscal 2025 and February 2026. We submitted claims seeking approximately $185 million in refunds of previously paid IEEPA tariffs as part of the Phase 1 and Phase 2 CAPE tariff refunds. As of August 1, 2026, the Company has received approximately $150 million in refund payments. The Company’s remaining IEEPA refund claims continue to be accounted for as gain contingencies. Uncertainty remains regarding the timing, amount and ultimate receipt of any further refunds.
To mitigate the impact of these tariffs, the Company took 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.
We will continue to invest in the business, as we plan to invest approximately $350 to $400 million in capital expenditures in 2026 towards our strategic priorities. On August 18, 2026, our Board of Directors declared a quarterly cash dividend of $0.125 per share. The dividend will be paid on September 23, 2026, to all shareholders of record at the close of business on September 9, 2026. During the second quarter of 2026, we reduced our outstanding debt by $63 million aggregate principal through repurchases of various notes on the open market. Year to date, we have reduced our outstanding debt by $113 million through repurchases. Under our existing $3 billion board authorization, we are resuming our share repurchase program with plans to buy back approximately $100 million in stock in 2026.
Our period-end cash and cash equivalents balance increased to $821 million from $174 million in the second quarter of 2025. Our Cash and cash equivalents balance includes short-term investments of $682 million and $17 million as of August 1, 2026, and August 2, 2025, 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.
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The following table presents our primary uses and sources of cash:
Cash Uses |
|
Cash Sources |
• Operational needs, including compensation and benefit costs, rent, taxes, and other operating costs • Inventory • Capital expenditures • Dividend payments • Debt repayments and repurchases • Share repurchases |
|
• Cash flow from operations • Line of credit under our revolving credit facility • Issuance of debt
|
|
Six Months Ended |
||
(Dollars in Millions) |
August 1, 2026 |
August 2, 2025 |
Change |
Net cash provided by (used in): |
|
|
|
Operating activities |
$478 |
$506 |
$(28) |
Investing activities |
(153) |
(179) |
26 |
Financing activities |
(178) |
(287) |
109 |
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 provided $478 million of cash in the first half of 2026 compared to $506 million in the first half of 2025. The decrease in cash provided by operating activities is primarily driven by timing of payments.
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 $153 million in the first half of 2026 compared to $179 million in the first half of 2025. The decrease in cash used in investing activities was primarily driven by our reduced capital expenditure plans for fiscal 2026.
In 2026, we anticipate capital expenditures of approximately $350 to $400 million as we continue to invest in our business, including enhancing omnichannel capabilities.
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.
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During the second quarter of 2026, S&P upgraded their outlook to stable.
As of August 1, 2026, our corporate credit ratings and outlook were as follows:
|
Moody’s |
S&P |
Fitch |
Corporate credit |
B2 |
B+ |
BB- |
Outlook |
Positive |
Stable |
Negative |
The interest rate on our 3.375% notes due May 2031 is subject to a coupon adjustment provision within the notes that can cause the interest rate to step up if our long-term debt is downgraded to below a BBB- credit rating by S&P Global Ratings or Baa3 by Moody’s Investor Service, Inc., which has occurred in recent years. In total, the interest rate on the notes due May 2031 has increased 175 basis points since their issuance due to the coupon adjustment provision within the notes.
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 $178 million of cash in the first half of 2026 compared to $287 million of cash in the first half of 2025.
Cash dividend payments were $28 million ($0.25 per share) in both the first half of 2026 and the first half of 2025.
In the first half of 2026, we had no net activity on our $1.5 billion credit facility, compared to net repayments of $215 million in the first half of 2025. Borrowings outstanding under the revolving credit facility, recorded as short-term debt, were $0 as of August 1, 2026, and $75 million as of August 2, 2025.
Also in the first half of 2026, we reduced our outstanding debt by $113 million aggregate principal through repurchases of various notes on the open market.
In the second quarter of 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. Also in the second quarter of 2025, $353 million in aggregate principal amount of our 4.25% notes matured and were repaid.
There was no cash used for treasury stock purchases in the first half of 2026 or 2025. Share repurchases are discretionary in nature. The timing and amount of repurchases are based upon available cash balances, our stock price, and other factors. Under our existing $3 billion board authorization, we are resuming our share repurchase program with plans to buy back approximately $100 million in stock in 2026.
Key Financial Ratios
Key financial ratios that provide certain measures of our liquidity are as follows:
(Dollars in Millions) |
August 1, 2026 |
August 2, 2025 |
Working capital |
$1,323 |
$926 |
Current ratio |
1.49 |
1.36 |
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 an increase in cash and cash equivalents.
22
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 August 1, 2026, we were in compliance with all covenants.
Contractual Obligations
There have been no significant changes in the contractual obligations disclosed in our 2025 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 1, 2026.
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 2025 Form 10-K.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no significant changes in the market risks described in our 2025 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 1, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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 January 31, 2026, and in Part II, Item 1A, “Risk Factors” of our Quarterly Report on Form 10-Q for the first quarter of 2026 ended May 2, 2026. 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 2025 Form 10-K, other than as set out in our Quarterly Report on Form 10-Q for the quarter ended May 2, 2026, in Item 1A of Part II and as follows:
Changes in global trade policies, tariff imposition, and tariff recoveries could increase our costs, distort gross margin comparability, and disrupt our supply chain.
The majority of goods we source are manufactured outside of the United States, primarily in Asia. Consequently, our business is subject to risks associated with foreign trade, including changes in trade policy. Recent or potential impositions of new or increased tariffs on imported products, or the removal of de minimis thresholds for direct-to-consumer imports, could increase our merchandise costs and have a material adverse effect on our business, results of operations, and liquidity. Following the United States Supreme Court decision invalidating tariffs previously imposed under the IEEPA, we initiated refund claims and have received tariff refunds. Remaining or future refund claims continue to be subject to uncertainty, including with respect to administrative processing, legal entitlement, timing, and ultimate receipt. Following the Supreme Court decision, the U.S. presidential administration took actions to impose tariffs on imports from various countries under alternative authorities, including Section 122 of the Trade Act of 1974, alongside potential actions under other trade authorities. These and other trade and tariff-related actions may be subject to legal challenge, judicial reviews, stays, or appeals, which could result in further volatility in our merchandise costs and supply chain, erode or offset benefits from prior tariff recoveries, cause supply chain delays, or necessitate sourcing realignments. If we are unable to diversify our sourcing, divert production or sourcing away from specific countries to avoid tariffs, or otherwise successfully mitigate the impact of these trade policies, our gross margins, the comparability of our operating results, costs of merchandise sold, results of operations, and competitive position could be adversely affected. Furthermore, retaliatory trade measures by other countries could increase the costs of our operations or limit our access to critical raw materials or merchandise.
Evolving regulations related to ESG, climate change, and sustainability could increase our costs and impose operational restrictions.
Increased governmental focus on climate change and other ESG matters has led to complex and conflicting regulatory requirements, such as increasing state-level regulations related to the use of per- and polyfluoroalkyl substances in merchandise, extended producer responsibility legislation related to packaging and waste, and climate risk and greenhouse gas reporting mandates across federal and state jurisdictions (which remain subject to evolving administrative actions, legal challenges, judicial stays, and potential rescissions or modifications) that require investment in data collection and compliance infrastructure. Failure to meet these standards, or the differing expectations of our stakeholders, may directly or indirectly have a significant impact on the costs of our operations,
25
including energy, resources used to produce our products, and compliance costs; result in sales restrictions in certain jurisdictions or regulatory fines; lead to reputational damage; and result in increased scrutiny that could heighten all of the ESG-related risks to which we are subject. Additionally, many of our suppliers may be subject to similar regulations and expectations, which may exacerbate existing risks or create new ones, including risks that may not be known to us. Any of these developments may have a material adverse effect on our business and results of operations.
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 1, 2026:
(Dollars in Millions, Except Share and per Share Data) |
Total Number |
Average |
Total Number |
Approximate |
May 3 - May 30, 2026 |
212,987 |
$11.77 |
— |
$2,476 |
May 31 - July 4, 2026 |
11,262 |
$18.06 |
— |
$2,476 |
July 5 - August 1, 2026 |
3,524 |
$16.44 |
— |
$2,476 |
Total |
227,773 |
$12.15 |
— |
|
Item 5. Other Information
Securities Trading Arrangements of Directors and Officers
During the three months ended August 1, 2026,
26
Item 6. Exhibits
Exhibit |
|
Description |
10.1 |
|
|
10.2 |
|
|
10.3 |
|
|
10.4 |
|
|
10.5 |
|
|
10.6 |
|
|
10.7 |
|
|
10.8 |
|
|
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) |
27
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 3, 2026 |
/s/ Jill Timm |
|
Jill Timm On behalf of the Registrant and as Chief Financial Officer (Principal Financial Officer) |
28
EXHIBIT 10.3
RESTRICTED STOCK UNIT AGREEMENT
Executive |
Grant Date |
Number of Restricted Stock Units |
|
|
|
RECITALS:
The Company and Executive have previously entered into an Executive Compensation Agreement (the “Executive Compensation Agreement”) setting forth some of the terms of Executive’s employment and post-employment relationships with Company.
The Compensation Committee of the Board of Directors (the “Committee”) has determined to award to the Executive Restricted Stock Units, subject to the restrictions contained herein, pursuant to the Company’s 2024 Long-Term Compensation Plan, as amended and restated effective May 20, 2026 (the “Plan”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Plan.
NOW, THEREFORE, for good and valuable consideration, including the mutual promises set forth in this Restricted Stock Unit Agreement (this “Agreement”) and the benefits that the Company expects to derive in connection with the services to be hereafter rendered to it or its subsidiaries by the Executive, the Company and the Executive hereby agree as follows:
Defined Terms
Restricted Stock Units
Vesting Date |
Units Vesting |
2
Miscellaneous
3
4
5
EXHIBIT 10.4
RESTRICTED STOCK AGREEMENT
(Non-Employee Directors)
Director
|
Grant Date
|
Number of Restricted Shares
|
RECITALS:
The Board of Directors of Kohl's Corporation (the "Board") has granted to the director named above (the "Director") shares of the common stock of the Company (“Common Stock”), subject to the restrictions contained herein, pursuant to the Company’s 2024 Long-Term Compensation Plan, as amended and restated effective May 20, 2026 (the “Plan”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Plan.
NOW, THEREFORE, for good and valuable consideration, including the mutual promises set forth in this Restricted Stock Agreement (this “Agreement”) and the benefits that the Company expects to derive in connection with the services to be hereafter rendered to it or its subsidiaries by the Director, the Company and the Director hereby agree as follows:
Restricted Shares
Vesting Date |
Restricted Shares Vesting |
Earlier of the 1st anniversary of the Grant Date or the date of the Annual Meeting for the following year |
100% of Restricted Shares Granted |
Miscellaneous
2
EXHIBIT 10.5
DEFERRED RESTRICTED STOCK UNIT AGREEMENT
(Non-Employee Directors)
Director
|
Grant Date
|
Number of Deferred Restricted Stock Units
|
RECITALS:
Pursuant to the Kohl’s Corporation Non-Employee Director Compensation Policy, the director named above (the “Director”) has timely elected to receive Deferred Restricted Stock Units as his or her annual equity grant for the period following the Grant Date specified above. Accordingly, the Board of Directors of Kohl's Corporation (the "Board") has granted to the Director Deferred Restricted Stock Units, subject to the restrictions contained herein, pursuant to the Company’s 2024 Long-Term Compensation Plan, as amended and restated effective May 20, 2026 (the “Plan”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Plan.
NOW, THEREFORE, for good and valuable consideration, including the mutual promises set forth in this Deferred Restricted Stock Unit Agreement (this “Agreement”) and the benefits that the Company expects to derive in connection with the services to be hereafter rendered to it or its subsidiaries by the Director, the Company and the Director hereby agree as follows:
Defined Terms
Deferred Restricted Stock Units
Vesting Date |
Units Vesting |
Earlier of the 1st anniversary of the Grant Date or the date of the Annual Meeting for the following year |
100% of Units Granted |
Miscellaneous
2
3
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Bender, certify that:
Dated: September 3, 2026 |
|
/s/ Michael Bender |
|
|
Michael Bender |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jill Timm, certify that:
Dated: September 3, 2026 |
|
/s/ Jill Timm |
|
|
Jill Timm |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF PERIODIC REPORT
BY CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Bender, Chief Executive Officer of Kohl's Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the undersigned's knowledge, on the date of this Certification:
Dated: September 3, 2026 |
|
/s/ Michael Bender |
|
|
Michael Bender |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF PERIODIC REPORT
BY CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Jill Timm, Chief Financial Officer of Kohl's Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the undersigned's knowledge, on the date of this Certification:
Dated: September 3, 2026 |
|
/s/ Jill Timm |
|
|
Jill Timm |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |