kss-8k_20200109.htm
false KOHLS CORP 0000885639 0000885639 2020-01-09 2020-01-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2020

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

 

      Wisconsin      

  001-11084  

       39-1630919       

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

    N56 W17000 Ridgewood Drive    

     Menomonee Falls, Wisconsin     

53051

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:  (262) 703-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Common Stock, $.01 par value

KSS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 


Item 7.01.   Regulation FD Disclosure.

On January 9, 2020, Kohl's Corporation issued a press release providing November/December combined comparable sales results and affirmed fiscal 2019 earnings guidance.  A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

Kohl’s Corporation will host an investor day in New York City from 12:30 pm to 5:30 pm ET on March 16, 2020.  More information will be available on the Company’s website at:

http://corporate.kohls.com/investors/events-and-presentations

The information in this Item 7.01, including the exhibit attached hereto, is furnished solely pursuant to Item 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 this Item 7.01, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.

Cautionary Statement Regarding Forward-Looking Information

This current report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including 2019 earnings guidance. The Company intends forward-looking terminology such as "believes," "expects," "may," "will," "should," "anticipates," "plans," or similar expressions to identify forward-looking statements. Such statements 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, which is 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 Kohl’s undertakes no obligation to update them.

Item 9.01.   Financial Statements and Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated January 9, 2020

 

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 


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 hereunto duly authorized.

 

Dated:  January 9, 2020

KOHL'S CORPORATION

 

 

 

 

 

 

 

By:

 

/s/ Jason J. Kelroy

 

 

 

 

Jason J. Kelroy

 

 

 

 

Executive Vice President,

 

 

 

 

General Counsel and Secretary

 

 

 

 

 

 

 

kss-ex991_6.htm

Exhibit 99.1

Kohl's Corporation Reports November/December Sales

and Affirms 2019 Diluted Earnings Per Share Guidance

 

MENOMONEE FALLS, Wis.--(BUSINESS WIRE)—January 9, 2020-- Kohl’s Corporation (NYSE:KSS) today reported that its comparable sales for fiscal November and December 2019 combined (the “holiday period”) decreased 0.2% over the same period last year.  

 

“Throughout the holiday period, we remained focused on serving our loyal customers and engaging with an increasing number of new customers.  We are managing the business with discipline and we expect to deliver on our earnings guidance for the full year,” said Michelle Gass, Kohl’s chief executive officer. “We continue to see momentum in key areas including our digital business, active, beauty and children’s, and solid performance in footwear and men’s.  This was offset by softness in women’s, which we are working with speed to address. I want to thank our associates for their exceptional work in delivering a great customer experience during the important holiday period.”

 

“As we look ahead, we are committed to driving innovation and bringing new experiences to both our existing and new customers.  We look forward to sharing additional details on our key growth initiatives at our upcoming investor day,” Gass added.

 

Earnings Guidance

Based on the Holiday period sales performance, the Company now expects its fiscal 2019 diluted earnings per share to be at the low end of its previously announced guidance range of $4.75 to $4.95.  This guidance excludes $0.22 per diluted share related to the extinguishment of debt and impairments, store closing and other costs recognized in the first nine months of 2019.

Fourth Quarter 2019 Earnings Release and Conference Call

On March 3, 2020, the Company will release its fourth quarter and fiscal 2019 results at 7:00 am ET and host its quarterly earnings conference call at 9:00 am ET.  

2020 Investor Day

On March 16, 2020, the Company will host an investor day in New York City from 12:30 pm to 5:30 pm ET. Further details, including webcast information, will be announced closer to the event.  Due to limited capacity, in-person attendance will be by invitation only.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including 2019 earnings guidance. Kohl's intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause Kohl's actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A in Kohl's Annual Report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in Kohl's filings with the SEC. Forward-looking statements relate to the date initially made, and Kohl’s undertakes no obligation to update them.

 

About Kohl's

Kohl’s (NYSE: KSS) is a leading omnichannel retailer with more than 1,100 stores in 49 states. With a commitment to inspiring and empowering families to lead fulfilled lives, Kohl’s offers amazing​​ national and exclusive brands, incredible savings and an easy shopping experience in our stores, online at Kohls.com and on Kohl's mobile app. Since its founding, Kohl's has given more than $700 million to support communities nationwide, with a focus on family health and wellness. For a list of store locations or to shop online, visit Kohls.com. For more information about Kohl’s impact in the community or how to join our winning team, visit Corporate.Kohls.com or follow @KohlsNews on Twitter.

 

Contacts

Investor Relations:

Mark Rupe, (262) 703-1266, mark.rupe@kohls.com

 

Media:

Jen Johnson, (262) 703-5241, jen.johnson@kohls.com