SECURITIES AND EXCHANGE COMMISSION
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): March 2, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (262) 703-7000
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)
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||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 ☐
Results of Operations and Financial Condition.
On March 2, 2021, Kohl’s Corporation issued a press release reporting its earnings for the quarter and year ended January 30, 2021 and providing earnings guidance for fiscal 2021. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
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.
On February 24, 2021, Kohl’s Board of Directors declared a quarterly cash dividend of $0.25 per share. The dividend will be paid on March 31, 2021 to all shareholders of record at the close of business on March 17, 2021.
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,” “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, and in Item 1A of Part II in the Company’s Quarterly Report on Form 10-Q for the quarter ended May 2, 2020, 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 Kohl’s undertakes no obligation to update them.
In the attached press release and presentation materials, the Company provides information regarding adjusted net income (loss), adjusted diluted earnings (loss) per share, adjusted EBITDA, 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 (loss), adjusted diluted earnings (loss) per share, adjusted EBITDA, and free cash flow are provided in this press release and presentation materials. 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.
Financial Statements and Exhibits.
|99.1||Press Release dated March 2, 2021|
|99.2||Presentation Materials for March 2, 2021 Quarterly Earnings Conference Call|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Dated: March 2, 2021
/s/ Jason J. Kelroy
|Jason J. Kelroy|
|Senior Executive Vice President,|
|General Counsel and Corporate Secretary|