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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 3, 2024

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 1-11084

KOHL’S CORP ORATION

(Exact name of registrant as specified in its charter)

Wisconsin |  | 39-1630919
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. 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

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 (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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

Large Accelerated Filer |  | ☒ |  | Accelerated Filer |  | ☐
Non-Accelerated Filer |  | ☐ |  | Smaller Reporting Company |  | ☐
|  |  |  | 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 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 30, 2024 Common Stock, Par Value $0.01 per Share, 111,238,455 sha res outstanding.

KOHL’S C ORPORATION

INDEX

PART I | FINANCIAL INFORMATION | 3
Item 1. | Financial Statements: | 3
| Consolidated Balance Sheets | 3
| Consolidated Statements of Operations | 4
| Consolidated Statements of Changes in Shareholders' Equity | 5
| Consolidated Statements of Cash Flows | 6
| Notes to Consolidated Financial Statements | 7
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 11
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 18
Item 4. | Controls and Procedures | 18
PART II | OTHER INFORMATION | 20
Item 1. | Legal Proceedings | 20
Item 1A. | Risk Factors | 20
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 20
Item 5. | Other Information | 20
Item 6. | Exhibits | 21
| Signatures | 22

Table of Contents

PART I. FINANCI AL INFORMATION

Item 1. Financi al Statements

KOHL’S CORPORATION

CONSOLIDATED B ALANCE SHEETS

(Dollars in Millions) | August 3, 2024 | February 3, 2024 | July 29, 2023
Assets | (Unaudited) | (Audited) | (Unaudited)
Current assets: |  |  |
Cash and cash equivalents | $231 | $183 | $204
Merchandise inventories | 3,151 | 2,880 | 3,474
Other | 331 | 347 | 296
Total current assets | 3,713 | 3,410 | 3,974
Property and equipment, net | 7,502 | 7,720 | 7,945
Operating leases | 2,507 | 2,499 | 2,493
Other assets | 458 | 380 | 382
Total assets | $14,180 | $14,009 | $14,794
Liabilities and Shareholders’ Equity |  |  |
Current liabilities: |  |  |
Accounts payable | $1,317 | $1,134 | $1,376
Accrued liabilities | 1,185 | 1,201 | 1,246
Borrowings under revolving credit facility | 410 | 92 | 560
Current portion of: |  |  |
Long-term debt | 353 | — | 111
Finance leases and financing obligations | 81 | 83 | 84
Operating leases | 92 | 102 | 93
Total current liabilities | 3,438 | 2,612 | 3,470
Long-term debt | 1,173 | 1,638 | 1,637
Finance leases and financing obligations | 2,574 | 2,680 | 2,730
Operating leases | 2,795 | 2,781 | 2,777
Deferred income taxes | 95 | 107 | 121
Other long-term liabilities | 275 | 298 | 324
Shareholders’ equity: |  |  |
Common stock | 2 | 2 | 2
Paid-in capital | 3,546 | 3,528 | 3,502
Treasury stock, at cost | (2,579) | (2,571) | (2,569)
Retained earnings | 2,861 | 2,934 | 2,800
Total shareholders’ equity | $3,830 | $3,893 | $3,735
Total liabilities and shareholders’ equity | $14,180 | $14,009 | $14,794

See accompanying Notes to Consolidated Financial Statements

3

Table of Contents

KOHL’S CORPORATION

CONSOLIDATED STAT EMENTS OF OPERATIONS

(Unaudited)

| Three Months Ended | Six Months Ended
(Dollars in Millions, Except per Share Data) | August 3, 2024 | July 29, 2023 | August 3, 2024 | July 29, 2023
Net sales | $3,525 | $3,678 | $6,703 | $7,033
Other revenue | 207 | 217 | 411 | 433
Total revenue | 3,732 | 3,895 | 7,114 | 7,466
Cost of merchandise sold | 2,128 | 2,242 | 4,051 | 4,289
Operating expenses: |  |  |  |
Selling, general, and administrative | 1,250 | 1,304 | 2,478 | 2,542
Depreciation and amortization | 188 | 186 | 376 | 374
Operating income | 166 | 163 | 209 | 261
Interest expense, net | 86 | 89 | 169 | 173
Income before income taxes | 80 | 74 | 40 | 88
Provision for income taxes | 14 | 16 | 1 | 16
Net income | $66 | $58 | $39 | $72
Net income per share: |  |  |  |
Basic | $0.59 | $0.52 | $0.35 | $0.65
Diluted | $0.59 | $0.52 | $0.35 | $0.65

See accompanying Notes to Consolidated Financial Statements

4

Table of Contents

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CHA NGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

| Three Months Ended | Six Months Ended
(Dollars in Millions, Except per Share Data) | August 3, 2024 | July 29, 2023 | August 3, 2024 | July 29, 2023
Common stock |  |  |  |
Balance, beginning of period | $2 | $2 | $2 | $4
Stock-based awards | — | — | — | —
Retirement of treasury stock | — | — | — | (2)
Balance, end of period | $2 | $2 | $2 | $2
Paid-in capital |  |  |  |
Balance, beginning of period | $3,539 | $3,489 | $3,528 | $3,479
Stock-based awards | 7 | 13 | 18 | 23
Balance, end of period | $3,546 | $3,502 | $3,546 | $3,502
Treasury stock |  |  |  |
Balance, beginning of period | $(2,579) | $(2,569) | $(2,571) | $(13,715)
Stock-based awards | — | (1) | (9) | (13)
Dividends paid | — | 1 | 1 | 2
Retirement of treasury stock | — | — | — | 11,157
Balance, end of period | $(2,579) | $(2,569) | $(2,579) | $(2,569)
Retained earnings |  |  |  |
Balance, beginning of period | $2,851 | $2,798 | $2,934 | $13,995
Net income | 66 | 58 | 39 | 72
Dividends paid | (56) | (56) | (112) | (112)
Retirement of treasury stock | — | — | — | (11,155)
Balance, end of period | $2,861 | $2,800 | $2,861 | $2,800
Total shareholders' equity, end of period | $3,830 | $3,735 | $3,830 | $3,735
Common stock |  |  |  |
Shares, beginning of period | 161 | 161 | 161 | 378
Stock-based awards | — | — | — | —
Retirement of treasury stock | — | — | — | (217)
Shares, end of period | 161 | 161 | 161 | 161
Treasury stock |  |  |  |
Shares, beginning of period | (50) | (50) | (50) | (267)
Stock-based awards | — | — | — | —
Retirement of treasury stock | — | — | — | 217
Shares, end of period | (50) | (50) | (50) | (50)
Total shares outstanding, end of period | 111 | 111 | 111 | 111
Dividends paid per common share | $0.50 | $0.50 | $1.00 | $1.00

See accompanying Notes to Consolidated Financial Statements

5

Table of Contents

KOHL’S CORPORATION

CONSOLIDATED STATEM ENTS OF CASH FLOWS

(Unaudited)

| Six Months Ended
(Dollars in Millions) | August 3, 2024 | July 29, 2023
Operating activities |  |
Net income | $39 | $72
Adjustments to reconcile net income to net cash provided by operating activities: |  |
Depreciation and amortization | 376 | 374
Share-based compensation | 16 | 20
Deferred income taxes | (15) | (7)
Non-cash lease expense | 44 | 48
Other non-cash items | 11 | (2)
Changes in operating assets and liabilities: |  |
Merchandise inventories | (269) | (283)
Other current and long-term assets | (59) | 61
Accounts payable | 183 | 46
Accrued and other long-term liabilities | (25) | (52)
Operating lease liabilities | (54) | (49)
Net cash provided by operating activities | 247 | 228
Investing activities |  |
Acquisition of property and equipment | (239) | (338)
Proceeds from sale of real estate | — | 4
Other | 2 | (1)
Net cash used in investing activities | (237) | (335)
Financing activities |  |
Net borrowings under revolving credit facility | 318 | 475
Shares withheld for taxes on vested restricted shares | (9) | (13)
Dividends paid | (111) | (110)
Repayment of long-term borrowings | (113) | (164)
Premium paid on redemption of debt | (5) | —
Finance lease and financing obligation payments | (42) | (47)
Proceeds from financing obligations | — | 17
Net cash provided by financing activities | 38 | 158
Net increase in cash and cash equivalents | 48 | 51
Cash and cash equivalents at beginning of period | 183 | 153
Cash and cash equivalents at end of period | $231 | $204
Supplemental information |  |
Interest paid, net of capitalized interest | $163 | $169
Income taxes paid | 44 | 6
Property and equipment acquired (disposed) through exchange of: |  |
Finance lease liabilities | (70) | (26)
Operating lease liabilities | 60 | 222

See accompanying Notes to Consolidated Financial Statements

6

Table of Contents

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 3, 2024 (Commission File No. 1-11084) as filed with the Securities and Exchange Commission ("SEC").

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.

We operate as a single business unit.

Recent Accounting Pronouncements

Accounting Standards Issued and Adopted

There are no recently adopted accounting pronouncements that had a material impact on our financial statements.

Accounting Standards Issued but not yet Effective

Standard | Description | Effect on our Financial Statements
Segment Reporting (ASU 2023-07) Issued November 2023 Effective for Fiscal Years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 | The amendments in this ASU improve reportable segment disclosure requirements, primarily through enhanced disclosures around significant segment expenses. | We are evaluating the impact of the new required disclosures on our financial statements but do not expect the effect of the adoption to be material.
Income Taxes (ASU 2023-09) Issued December 2023 Effective for Fiscal Years beginning after December 15, 2024 | The ASU requires entities to provide additional information in the rate reconciliation table and additional disclosures around income taxes paid. | We are evaluating the impact of the new required disclosures on our financial statements but do not expect the effect of the adoption to be material.

7

Table of Contents

2. Revenue Recognition

The following table summarizes Net sales by line of business:

| Three Months Ended | Six Months Ended
(Dollars in Millions) | August 3, 2024 | July 29, 2023 | August 3, 2024 | July 29, 2023
Women's | $1,004 | $1,099 | $1,927 | $2,087
Men's | 740 | 809 | 1,340 | 1,504
Accessories (including Sephora) | 666 | 571 | 1,284 | 1,083
Home | 436 | 462 | 828 | 895
Children's | 359 | 387 | 703 | 790
Footwear | 320 | 350 | 621 | 674
Net Sales | $3,525 | $3,678 | $6,703 | $7,033

Unredeemed gift cards and merchandise return card liabilities totaled $270 million as of August 3, 2024, $327 million as of February 3, 2024, and $292 million as of July 29, 2023. In the second quarter of 2024 and 2023, net sales of $31 million and $36 million, respectively, were recognized from gift cards redeemed in the current period and issued in prior years. Year to date 2024 and 2023, net sales of $88 million and $104 million, respectively, were recognized during the current period from gift cards redeemed during the current year and issued in prior years.

3. Debt

Outstanding borrowings under the revolving credit facility, recorded as short-term debt, were $410 million as of August 3, 2024, $92 million as of February 3, 2024, and $560 million as of July 29, 2023.

Long-term debt, which excludes borrowings on the revolving credit facility, consists of the following unsecured debt:

|  |  | Outstanding
Maturity (Dollars in Millions) | Effective Rate at Issuance | Coupon Rate | August 3, 2024 | February 3, 2024 | July 29, 2023
2023 | 4.78% | 4.75% | $— | $— | $111
2025 | 9.50% | 10.75% | — | 113 | 113
2025 | 4.25% | 4.25% | 353 | 353 | 353
2029 | 7.36% | 7.25% | 42 | 42 | 42
2031 | 3.40% | 4.63% | 500 | 500 | 500
2033 | 6.05% | 6.00% | 112 | 112 | 112
2037 | 6.89% | 6.88% | 101 | 101 | 101
2045 | 5.57% | 5.55% | 427 | 427 | 427
Outstanding unsecured senior debt |  |  | 1,535 | 1,648 | 1,759
Unamortized debt discounts and deferred financing costs |  |  | (9) | (10) | (11)
Current portion of unsecured senior debt |  |  | (353) | — | (111)
Long-term unsecured senior debt |  |  | $1,173 | $1,638 | $1,637
Effective interest rate at issuance |  |  | 4.73% | 5.06% | 5.04%

Our estimated fair value of 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 unsecured senior debt was $1.2 billion at August 3, 2024, $1.3 billion at February 3, 2024, and $1.4 billion at July 29, 2023.

In June 2024, we completed a voluntary redemption of the remaining $113 million of outstanding 9.50% notes due May 15, 2025. We recognized a $5 million loss on extinguishment of debt in net interest expense during the second quarter of 2024, which is primarily a bond tender premium paid to holders as a result of the redemption.

8

Table of Contents

Our various debt agreements contain covenants including limitations on additional indebtedness and certain financial tests. As of August 3, 2024, we were in compliance with all covenants of the various debt agreements.

4. Stock-Based Awards

The following table summarizes our stock-based awards activity for the six months ended August 3, 2024:

| Nonvested Restricted Stock Awards and Units | Performance Share Units
(Shares and Units in Thousands) | Shares | Weighted Average Grant Date Fair Value | Units | Weighted Average Grant Date Fair Value
Balance - February 3, 2024 | 3,099 | $29.66 | 777 | $31.26
Granted | 1,510 | 26.26 | 652 | 29.33
Vested | (1,024) | 30.40 | (38) | 74.68
Forfeited | (91) | 30.58 | — | —
Balance - August 3, 2024 | 3,494 | $27.95 | 1,391 | $29.17

In 2019, we issued 1,747,441 stock warrants. All 1,747,441 shares were vested and unexercised as of August 3, 2024.

5. Contingencies

Note 7, Contingencies, of the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, contains a description of an ongoing legal proceeding, as to which there have been no material developments as of August 3, 2024.

On May 16, 2024, David Kelley, an alleged shareholder of the Company, filed a shareholder derivative lawsuit in the U.S. District Court for the Eastern District of Wisconsin purportedly on behalf of the Company and against current and former members of the Board of Directors of the Company as Defendants, and the Company as Nominal Defendant. Kelley v. Boneparth, No. 2:24-cv-00604-LA (E.D. Wis.). The plaintiff asserts claims for breach of fiduciary duty and unjust enrichment and seeks declaratory and injunctive relief, compensatory damages, restitution, fees, and costs. The complaint makes similar allegations to the shareholder class action described in Note 7, Contingencies, of the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024. In particular, the complaint alleges that the Defendants breached their fiduciary duties to the Company and were unjustly enriched by causing or allowing the Company to disseminate allegedly false or misleading statements regarding (1) the conception, execution, and outcomes of the Company’s strategic plan announced on October 20, 2020, (2) the Company’s internal controls over financial reporting, disclosure controls, and corporate governance mechanisms, and (3) the Company’s consideration of acquisition offers. Defendants deny the allegations in the complaint and intend to vigorously defend against them. Pursuant to the parties’ stipulation, the Court has stayed the case pending, among other things, the resolution of the motion to dismiss filed by the Company in the abovementioned similar shareholder class action. Due to the early stages of this matter, the Company is unable to estimate a reasonably possible range of loss, if any, that may result from this matter.

In addition to what is noted above, 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.

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6. Income Taxes

The effective income tax rate for the second quarter of 2024 was 17.8% compared to 21.7% for the second quarter of 2023. Year to date, the rate is 3.4% and 18.8% for 2024 and 2023, respectively. The year to date rates include the recognition of favorable discrete items in the first half of the year in both periods.

7. 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 3, 2024 | July 29, 2023 | August 3, 2024 | July 29, 2023
Numerator—Net income | $66 | $58 | $39 | $72
Denominator—Weighted-average shares: |  |  |  |
Basic | 111 | 110 | 111 | 110
Dilutive impact | 1 | 1 | 1 | 1
Diluted | 112 | 111 | 112 | 111
Net income per share: |  |  |  |
Basic | $0.59 | $0.52 | $0.35 | $0.65
Diluted | $0.59 | $0.52 | $0.35 | $0.65

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 3, 2024 | July 29, 2023 | August 3, 2024 | July 29, 2023
Anti-dilutive shares | 4 | 3 | 4 | 3

8. Subsequent Events

On August 13, 2024, the Board of Directors of Kohl's Corporation declared a quarterly cash dividend of $0.50 per share. The dividend will be paid on September 25, 2024, to all shareholders of record at the close of business on September 11, 2024.

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Item 2. Management’s Discussion and Analysis o f 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 3, 2024 or July 29, 2023. References to "year to date" and "first half" are for the six fiscal months (26 weeks) ended August 3, 2024 or July 29, 2023.

This Form 10-Q contains “forward-looking statements” made 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 the statements under management's discussion and analysis, 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, and adequacy of capital resources and reserves. 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 2023 Form 10-K, 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.

Executive Summary

Kohl's is a leading omnichannel retailer operating 1,176 stores and a website (www.Kohls.com) as of August 3, 2024. 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 second quarter include:

•
Net sales decreased 4.2%, to $3.5 billion, with comparable sales down 5.1%.
•
Gross margin as a percentage of net sales was 39.6%, an increase of 59 basis points.
•
Selling, general, and administrative ("SG&A") expenses decreased 4.2%, to $1.2 billion. As a percentage of total revenue, SG&A expenses were 33.5%, a decrease of one basis point year-over-year.
•
Operating income was $166 million compared to $163 million in the prior year. As a percentage of total revenue, operating income was 4.4%, an increase of 26 basis points year-over-year.
•
Net income was $66 million, or $0.59 per diluted share. This compares to net income of $58 million, or $0.52 per diluted share in the prior year.
•
Inventory was $3.2 billion, a decrease of 9% to last year.
•
Operating cash flow was $254 million as compared to $430 million in the prior year.
•
Long-term debt was reduced by $113 million through the redemption of the remaining 9.50% notes due May 15, 2025.

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Our Strategy

Kohl's strategy is focused on delivering long-term shareholder value. To achieve this, the Company has established four overarching priorities to drive improved sales and profitability. These priorities include enhancing the customer experience, accelerating and simplifying its value strategies, managing inventory and expenses with discipline, and strengthening the balance sheet.

Updated 2024 Financial and Capital Allocation Outlook

For the full year 2024, which has 52 weeks compared to 53 weeks in full year 2023, the Company's guidance excludes the potential impact from credit card late fee regulatory changes in the second half of 2024. The Company currently expects the following:

•
Net sales: A decrease of (4%) to a decrease of (6%)
•
Comparable sales: A decrease of (3%) to a decrease of (5%)
•
Operating margin: In the range of 3.4% to 3.8%
•
Diluted earnings per share: In the range of $1.75 to $2.25
•
Capital expenditures: Approximately $500 million, including expansion of Sephora partnership and other store-related investments
•
Dividend: On August 13, 2024, Kohl’s Board of Directors declared a quarterly cash dividend on the Company’s common stock of $0.50 per share. The dividend is payable September 25, 2024 to shareholders of record at the close of business on September 11, 2024.

Results of Operations

Total Revenue

| Three Months Ended | Six Months Ended
(Dollars in Millions) | August 3, 2024 | July 29, 2023 | Change | August 3, 2024 | July 29, 2023 | Change
Net sales | $3,525 | $3,678 | $(153) | $6,703 | $7,033 | $(330)
Other revenue | 207 | 217 | (10) | 411 | 433 | (22)
Total revenue | $3,732 | $3,895 | $(163) | $7,114 | $7,466 | $(352)

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 4.2% in the second quarter of 2024 and 4.7% year to date 2024.

•
The decrease in the second quarter was driven by a decrease in average transaction value of approximately 6% partially offset by an increase in transaction volume of approximately 2%. Year to date the decrease was driven by a decrease in average transaction value of approximately 4% with transaction volume approximately flat to last year.
•
In both the second quarter and year to date 2024, the sales decrease was seen across all lines of business, except for Accessories, as they underperformed the Company average. Accessories increased 17% in the second quarter and 19% year to date driven by Sephora sales increasing approximately 45% and 50% respectively.

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| Three Months Ended | Six Months Ended
(Dollars in Millions) | August 3, 2024 | July 29, 2023 | Change | August 3, 2024 | July 29, 2023 | Change
Women's | $1,004 | $1,099 | (8.6%) | $1,927 | $2,087 | (7.7%)
Men's | 740 | 809 | (8.5%) | 1,340 | 1,504 | (10.9%)
Accessories (including Sephora) | 666 | 571 | 16.6% | 1,284 | 1,083 | 18.6%
Home | 436 | 462 | (5.6%) | 828 | 895 | (7.5%)
Children's | 359 | 387 | (7.2%) | 703 | 790 | (11.0%)
Footwear | 320 | 350 | (8.6%) | 621 | 674 | (7.9%)
Net Sales | $3,525 | $3,678 | (4.2%) | $6,703 | $7,033 | (4.7%)

Comparable sales decreased 5.1% in the second quarter of 2024 and 4.8% year to date 2024. 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 decreased 4% in the second quarter of 2024 and 5% year to date 2024. Digital penetration represented 25% of net sales in the second quarter and year to date in both 2024 and 2023. 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 $10 million in the second quarter of 2024 and $22 million year to date 2024. The decrease in both periods is driven by increasing credit loss rates within our credit business.

As it relates to our credit business and recent regulatory developments, on March 5, 2024, the Consumer Financial Protection Bureau finalized a rule lowering the safe harbor dollar amount credit card companies can charge for late fees for a missed payment. Unless ultimately blocked by court order prior to becoming effective, the rule reduces the typical amount of late fees that can be charged, which could have a negative impact on Kohl’s credit card revenues, particularly if Kohl’s steps to mitigate the impact of such rule are not successful. We are actively pursuing various initiatives to mitigate the effects of this potential ruling including scaling our recently launched co-brand card and other various initiatives with Capital One, our credit partner. We are closely monitoring developments on the issue.

Cost of Merchandise Sold and Gross Margin

| Three Months Ended | Six Months Ended
(Dollars in Millions) | August 3, 2024 | July 29, 2023 | Change | August 3, 2024 | July 29, 2023 | Change
Net sales | $3,525 | $3,678 | $(153) |  | $6,703 | $7,033 | $(330) |
Cost of merchandise sold | 2,128 | 2,242 | (114) |  | 4,051 | 4,289 | (238) |
Gross margin | $1,397 | $1,436 | $(39) |  | $2,652 | $2,744 | $(92) |
Gross margin as a percent of net sales | 39.6% | 39.0% | 59 | bps | 39.6% | 39.0% | 54 | 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

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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.

Gross margin is calculated as net sales less cost of merchandise sold. For the second quarter of 2024, gross margin was 39.6% of net sales, an increase of 59 basis points to last year. Year to date 2024, gross margin was 39.6% of net sales, an increase of 54 basis points to last year. In both the second quarter and year to date 2024, the increase was driven by strong inventory management as our inventory was down 9% to last year, as we continue to benefit from operating with greater flexibility, as well as lower freight costs. Year to date, the increase was partially offset by elevated shrink levels.

Selling, General, and Administrative Expense

| Three Months Ended | Six Months Ended
(Dollars in Millions) | August 3, 2024 | July 29, 2023 | Change | August 3, 2024 | July 29, 2023 | Change
SG&A | $1,250 | $1,304 | $(54) |  | $2,478 | $2,542 | $(64) |
As a percent of total revenue | 33.5% | 33.5% | (1) | bps | 34.8% | 34.1% | 78 | 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 | Six Months Ended
(Dollars in Millions) | August 3, 2024 | August 3, 2024
Store expenses | $(59) | $(63)
Distribution | (2) | (13)
Corporate and other | 4 | 5
Marketing | 3 | 7
Total decrease | $(54) | $(64)

SG&A expenses decreased $54 million, or 4.2%, to $1.2 billion in the second quarter of 2024. As a percentage of revenue, SG&A leveraged by one basis point. Year to date 2024, SG&A expenses decreased $64 million, or 2.5%, to $2.5 billion. As a percentage of revenue, SG&A deleveraged by 78 basis points. The decreases in SG&A expenses for both the second quarter and year to date were primarily due to a reduction in store expenses including lower costs due to fewer Sephora shop openings and fewer store refreshes. Partially offsetting this decrease were investments in marketing and technology to support new growth initiatives.

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Other Expenses

| Three Months Ended | Six Months Ended
(Dollars in Millions) | August 3, 2024 | July 29, 2023 | Change | August 3, 2024 | July 29, 2023 | Change
Depreciation and amortization | $188 | $186 | $2 | $376 | $374 | $2
Interest expense, net | 86 | 89 | (3) | 169 | 173 | (4)

The increase in Depreciation and amortization in the first half of 2024 was driven by increased store investments, including the Sephora shops, offset by reduced capital spending in technology.

Net interest expense decreased in the first half of 2024 due to the reduced outstanding balance on the revolving credit facility and reduced outstanding unsecured senior debt, partially offset by a $5 million loss on extinguishment of debt recognized in connection with a voluntary redemption of the remaining $113 million of outstanding 9.50% notes due May 15, 2025 completed in June 2024.

Income Taxes

| Three Months Ended | Six Months Ended
(Dollars in Millions) | August 3, 2024 | July 29, 2023 | Change | August 3, 2024 | July 29, 2023 | Change
Provision for income taxes | $14 | $16 | $(2) | $1 | $16 | $(15)
Effective tax rate | 17.8% | 21.7% |  | 3.4% | 18.8% |

The year to date rates include the recognition of favorable discrete items in the first half of both years. Due to lower pre-tax income, the favorable discrete items had greater impact in 2024.

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. Because of 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, employment rates, wage inflation, and costs to source our merchandise, including tariffs. 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, with a long-term objective of achieving an investment grade rating. 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 complete debt reduction transactions, 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 $500 million in 2024, which includes the investment in 350 impulse queuing lines, 140 small format Sephora shop openings, the launch of 200 Babies “R” Us shops, and six new store openings, including one relocation. We remain committed to the dividend, and on August 13, 2024, our Board of Directors declared a quarterly cash dividend of $0.50 per share. The dividend will be paid on September 25, 2024 to all shareholders of record at the close of business on September 11, 2024. In June 2024, we completed a voluntary redemption of the remaining $113 million of outstanding 9.50% notes due May 15, 2025. We are not planning any share repurchases during the current year.

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Our period-end Cash and cash equivalents balance increased to $231 million from $204 million in the second quarter of 2023. Our Cash and cash equivalents balance includes short-term investments of $10 million and $8 million as of August 3, 2024, and July 29, 2023, 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

| Six Months Ended
(Dollars in Millions) | August 3, 2024 | July 29, 2023 | Change
Net cash provided by (used in): |  |  |
Operating activities | $247 | $228 | $19
Investing activities | (237) | (335) | 98
Financing activities | 38 | 158 | (120)

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 $247 million of cash in the first half of 2024 compared to $228 in the first half of 2023. Operating cash flow increased primarily due to inventory management resulting in managing receipts down 7% versus the prior year as well as an increase in accounts payable. We placed a lower percentage of our overall receipts in the early part of the buying cycle to allow for additional flexibility to chase receipts based on trending sales, establish a better flow of goods to our stores and maintain better in-stock positions, with the goal of minimizing the impact of future markdowns and out-of-stock positions.

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, equipment, and real estate.

Investing activities used $237 million of cash in the first half of 2024 and $335 million in the first half of 2023. The decrease in cash used in investing activities was primarily driven by fewer Sephora shop openings and other investments, consistent with our reduced capital expenditure plans for fiscal 2024.

At the end of the quarter, we had a Sephora presence in over 1,000 of our stores, including 861 full size 2,500 square foot shops and 189 small format Sephora shops. In 2024, we anticipate capital expenditures of approximately $500

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million, which includes the investment in 350 impulse queuing lines, 140 small format Sephora shop openings, the launch of 200 Babies “R” Us shops, and six new store openings, including one relocation.

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 maintaining strong credit ratings.

During the first half of 2024, Fitch downgraded our senior unsecured credit rating from BBB- to BB and revised their outlook to stable. While Moody's reaffirmed our credit rating, they also revised their outlook to stable.

As of August 3, 2024, our senior unsecured credit ratings and outlook were as follows:

| Moody’s | S&P | Fitch
Long-term debt | Ba3 | BB | BB
Outlook | Stable | Negative | Stable

The majority of our financing activities generally include proceeds 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 financing leases and financing obligations.

Financing activities generated $38 million of cash in the first half of 2024 and $158 million of cash in the first half of 2023.

During the first half of 2024, we drew $318 million on our credit facility compared to $475 million drawn in the first half of 2023. Borrowings under the revolving credit facility, recorded as short-term debt, had $410 million outstanding as of August 3, 2024, and had $560 million outstanding as of July 29, 2023.

In the second quarter of 2024, we completed a voluntary redemption of the remaining $113 million of outstanding 9.50% notes due May 15, 2025. In February 2023, $164 million in aggregate principal amount of our 3.25% notes matured and was repaid.

There was no cash used for treasury stock purchases in the first half of 2024 or 2023. 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, we are not planning any share repurchases during the current year.

Cash dividend payments were $111 million ($1.00 per share) in the first half of 2024 compared to $110 million ($1.00 per share) in the first half of 2023.

Key Financial Ratios

Key financial ratios that provide certain measures of our liquidity are as follows:

(Dollars in Millions) | August 3, 2024 | July 29, 2023
Working capital | $275 | $504
Current ratio | 1.08 | 1.15

Our working capital and inventory levels typically build throughout the fall, peaking during the November and December holiday selling season.

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The decrease in our working capital and current ratio are primarily due to a decrease in inventory due to inventory management as our receipts were down 7% versus the prior year.

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 3, 2024, we were in compliance with all covenants.

Contractual Obligations

Aside from the voluntary redemption of the remaining $113 million of outstanding 9.50% notes due May 15, 2025 and the change in borrowings under our revolving credit facility, which have been disclosed in Note 3 of the Consolidated Financial Statements, there have been no significant changes in the contractual obligations disclosed in our 2023 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 3, 2024.

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 2023 Form 10-K.

Item 3. Quantitative and Qualitat ive Disclosures about Market Risk

We redeemed the remaining $113 million of outstanding 9.50% notes due May 15, 2025 in June 2024, which has been disclosed in Note 3 of the Consolidated Financial Statements. There have been no other significant changes in the Quantitative and Qualitative Disclosures about Market Risk described in our 2023 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

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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 3, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTH ER INFORMATION

Item 1. L egal Proceedings

For a description of our legal proceedings, see Note 5, Contingencies, of the notes to our Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q, which is incorporated by reference in response to this item.

Item 1A. Ri sk Factors

There have been no significant changes in the Risk Factors described in our 2023 Form 10-K.

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 3, 2024:

(Dollars in Millions, Except per Share Data) | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
May 5 - June 1, 2024 | 3,001 | $26.39 | — | $2,476
June 2 - July 6, 2024 | 15,479 | $21.63 | — | $2,476
July 7 - Aug 3, 2024 | 2,997 | $22.76 | — | $2,476
Total | 21,477 | $22.45 | — |

Item 5. Other Information

Except as noted below, during the three months ended August 3, 2024, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

On May 31, 2024, Siobhán Mc Feeney, Senior Executive Vice President, Chief Technology and Digital Officer, adopted a Rule 10b5-1 Trading Plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “Plan”) relating to the sale of up to 44,267 shares of the Company’s common stock. Sales under the Plan may commence on October 3, 2024. The Plan will expire on December 1, 2025.

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Item 6. Exhibits

Exhibit |  | Description
10.1 |  | Kohl’s Corporation 2024 Long-Term Compensation Plan, incorporated by reference to Annex A to the Proxy Statement on Schedule 14A filed on April 5, 2024.
10.2 |  | Form of Executive Performance Share Unit Agreement pursuant to the Kohl's Corporation 2024 Long Term Compensation Plan.
10.3 |  | Form of Executive Restricted Stock Unit Agreement pursuant to the Kohl's Corporation 2024 Long Term Compensation Plan.
10.4 |  | Form of Non-Employee Directors Restricted Stock Agreement pursuant to the Kohl's Corporation 2024 Long Term Compensation Plan.
10.5 |  | Form of Non-Employee Directors Deferred Restricted Stock Unit Agreement pursuant to the Kohl's Corporation 2024 Long Term Compensation Plan.
31.1 |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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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SIGNA TURES

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 5, 2024 | /s/ Jill Timm
| Jill Timm On behalf of the Registrant and as Chief Financial Officer (Principal Financial Officer)

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