false 0000885639 0000885639 2020-05-22 2020-05-22





Washington, D.C. 20549



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

Date of Report (Date of earliest event reported): May 22, 2020


(Exact name of registrant as specified in its charter)





(State or other jurisdiction

of incorporation)


File Number)

(IRS Employer

Identification No.)

    N56 W17000 Ridgewood Drive    

     Menomonee Falls, Wisconsin     


(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



Name of each exchange on

which registered

Common Stock, $.01 par value


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 2.02. Results of Operations and Financial Condition.

On May 19, 2020, Kohl's Corporation (the “Company”) issued a press release and presentation materials to announce its financial results for the first quarter ended May 2, 2020. Subsequently and in preparation of the Company’s Quarterly Report on Form 10-Q, the Company identified that it had reported basic and diluted shares, when accounting treatment for net losses requires only basic shares to be presented. As a result, the Company's basic and diluted EPS was ($3.52) and adjusted basic and diluted EPS was ($3.22) rather than the diluted EPS and adjusted diluted EPS of ($3.50) and ($3.20) as originally presented in the press release and presentation materials. This adjustment will be appropriately reflected in the financial statements included in the Quarterly Report on Form 10-Q, which the Company currently expects to file with the Securities and Exchange Commission on June 5, 2020. This adjustment does not change first quarter 2020 net income, adjusted net income or any other information disclosed in the May 19, 2020 press release or presentation materials.

Item 7.01.  Regulation FD Disclosure.

See Item 2.02.

The information in Items 2.02 and 7.01 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 shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.


Exhibit No.








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







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:  May 22, 2020











/s/ Jason J. Kelroy





Jason J. Kelroy





Executive Vice President,





General Counsel and Secretary