Item 2.02. Results of Operations and Financial Condition.
On November 17, 2022, Kohl’s Corporation (the “Company”) issued a press release
reporting its earnings for the quarter ended October 29, 2022. Given the recent
volatility in business trends, the significant macroeconomic headwinds, along
with the unexpected CEO transition, the Company also announced that it will not
be providing guidance for the fourth quarter, and therefore is withdrawing its
prior full year 2022 guidance. A copy of the press release is attached as
Exhibit 99.1 and incorporated by reference herein. A copy of the presentation
materials for the November 17, 2022 quarterly earnings conference call is
attached as Exhibit 99.2 and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
See Item 2.02.
The information in Items 2.02 and 7.01, including the exhibits attached hereto,
is furnished solely pursuant to Items 2.02 and 7.01 of Form 8-K. Consequently,
such information is not deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section. Further, the information in Items 2.02 and 7.01, including the
exhibits, shall not be deemed to be incorporated by reference into the filings
of the registrant under the Securities Act of 1933.
Item 8.01. Other Events.
Accelerated Share Repurchase Agreement
On November 2, 2022, the Company’s $500 million accelerated share repurchase
agreement (ASR) was completed, with final settlement occurring on November 7,
2022. In total, the Company received 17.9 million shares, including 11.8 million
shares in the third quarter and the remaining 6.1 million shares in the fourth
As previously announced, on November 9, 2022, the Board of Directors of the
Company declared a quarterly cash dividend of $0.50 per share. The dividend will
be paid on December 21, 2022 to all shareholders of record at the close of
business on December 7, 2022.
Cautionary Statement Regarding Forward-Looking Information and Non-GAAP Measures
This current report on Form 8-K contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. The Company
intends forward-looking terminology such as “believes,” “expects,” “may,”
“will,” “should,” “intends,” “anticipates,” “plans,” or similar expressions to
identify forward-looking statements. Such statements, including statements
regarding future performance, business conditions or results of operations, and
other information are subject to certain risks and uncertainties, which could
cause the Company’s actual results to differ materially from those anticipated
by the forward-looking statements. These risks and uncertainties include, but
are not limited to, risks described more fully in Item 1A in the Company’s
Annual Report on Form 10-K and Item 1A of Part II of the Company’s Quarterly
Report on Form 10-Q for the first quarter of fiscal 2022, which are expressly
incorporated herein by reference, and other factors as may periodically be
described in the Company’s filings with the SEC. Forward-looking statements
relate to the date initially made, and the Company undertakes no obligation to
In the attached press release and presentation materials, the Company provides
information regarding adjusted net income, adjusted diluted earnings per share,
and free cash flow, which are not recognized terms under U.S. generally accepted
accounting principles (“GAAP”) and do not purport to be alternatives to net
income as a measure of operating performance. Reconciliations of adjusted net
income, adjusted diluted earnings per share, and free cash flow are provided in
the press release and presentation materials attached hereto as Exhibits 99.1
and 99.2, respectively. The Company believes that the use of
these non-GAAP financial measures provides investors with enhanced visibility
into its results with respect to the impact of certain costs. Because not all
companies use identical calculations, these presentations may not be comparable
to other similarly titled measures of other companies.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 99.1 Press Release dated November 17, 2022 99.2 Presentation Materials for November 17, 2022 Quarterly Earnings Conference Call 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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