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KSS Kohl`s

Filed: 18 Mar 21, 4:03pm

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

 

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

 

For the fiscal year ended January 30, 2021

 

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 CORPORATION

(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

 

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes      No  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes      No  

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 Regulations 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 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 provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      No  

At July 31, 2020, the aggregate market value of the voting stock of the Registrant held by stockholders who were not affiliates of the Registrant was approximately $3.0 billion (based upon the closing price of Registrant’s Common Stock on the New York Stock Exchange on such date).

At March 10, 2021, the Registrant had outstanding an aggregate of 157,716,240 shares of its Common Stock.

Documents Incorporated by Reference:

Portions of the Definitive Proxy Statement for the Registrant’s 2021 Annual Meeting of Shareholders are incorporated into Part III.

 

 


Table of Contents

 

 

KOHL’S CORPORATION

INDEX

 

PART I

 

Item 1.

Business

3

Item 1A.

Risk Factors

6

Item 1B.

Unresolved Staff Comments

14

Item 2.

Properties

14

Item 3.

Legal Proceedings

16

Item 4.

Mine Safety Disclosures

16

Item 4A.

Information about our Executive Officers

16

 

 

 

PART II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

18

Item 6.

Selected Consolidated Financial Data

21

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

38

Item 8.

Financial Statements and Supplementary Data

39

Item 9.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosures

62

Item 9A.

Controls and Procedures

63

Item 9B.

Other Information

65

 

 

PART III

 

Item 10.

Directors, Executive Officers, and Corporate Governance

65

Item 11.

Executive Compensation

65

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

65

Item 13.

Certain Relationships and Related Transactions, and Director Independence

66

Item 14.

Principal Accounting Fees and Services

66

 

 

PART IV

 

Item 15.

Exhibits and Financial Statement Schedules

67

Item 16.

Form 10-K Summary

69

 

 

 

SIGNATURES

70

 

 

 

 

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PART I

Item 1. Business

Kohl’s Corporation (the “Company," “Kohl’s,” "we," "our" or "us") was organized in 1988 and is a Wisconsin corporation. As of January 30, 2021, we operated 1,162 Kohl's stores, a website (www.Kohls.com), and 12 FILA outlets. 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. Our website includes merchandise which is available in our stores, as well as merchandise that is available only online.

Our merchandise mix includes both national brands and private brands that are available only at Kohl's. Our private portfolio includes well-known established brands such as Apt. 9, Croft & Barrow, Jumping Beans, SO, and Sonoma Goods for Life, and exclusive brands that are developed and marketed through agreements with nationally-recognized brands such as Food Network, LC Lauren Conrad, and Simply Vera Vera Wang. Compared to private brands, national brands generally have higher selling prices, but lower gross margins.

The following tables summarize our net sales penetration by line of business and brand type over the last three years:

 

  

 

Our fiscal year ends on the Saturday closest to January 31st each year. Unless otherwise stated, references to years in this report relate to fiscal years rather than to calendar years. The following fiscal periods are presented in this report:

 

Fiscal Year

Ended

Number of Weeks

2020

January 30, 2021

52

2019

February 1, 2020

52

2018

February 2, 2019

52

 

 

For discussion of our financial results, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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Distribution

We receive substantially all of our store merchandise at our nine retail distribution centers. A small amount of our merchandise is delivered directly to the stores by vendors or their distributors. The retail distribution centers, which are strategically located throughout the United States, ship merchandise to each store by contract carrier several times a week. Digital sales may be picked up in our stores or are shipped from a Kohl’s e-fulfillment center, retail distribution center or store, third-party fulfillment center, or directly by a third-party vendor.

See Item 2, “Properties,” for additional information about our distribution centers.

Human Capital

At Kohl’s, our purpose is to inspire and empower families to lead fulfilled lives. We are committed to creating a culture where everyone belongs, where diversity and inclusion drive innovation and business results, while enabling associates and customers to be their authentic selves every single day.

Employee Count

During 2020, we employed an average of approximately 110,000 associates, which included approximately 36,000 full-time and 74,000 part-time associates. The number of associates varies during the year, peaking during the back-to-school and holiday seasons. None of our associates are represented by a collective bargaining unit. We believe we maintain positive relations with our associates.

Health, Safety, and Wellness

We lead initiatives that ensure the way we communicate, work, and develop our product enables our customers and associates to shop, work, and engage in a safe environment. We have a dedicated team responsible to prepare our business for crisis events, including natural disasters and other unplanned disruptions like those brought on by the COVID-19 pandemic. To keep a healthy workforce, we launched an advocacy program that provides associates with 24/7 access to medical professionals following a work accident. We have enhanced the way our stores are built and operated in an effort to create a safer shopping experience for our associates and customers. We continue to pursue innovative ways to educate our teams on safety. Associates at our stores, distribution, and e-fulfillment centers receive specialized training to enhance our safety culture and reduce associate accidents.

Diversity and Inclusion

At Kohl’s, we are committed to creating an environment where everyone feels a sense of equity, where diversity is valued at all levels, and where inclusion is evident across our business. We strive to be purposeful in attracting, growing, and engaging more diverse talent while giving associates equitable opportunities for career growth. We administer our recruiting efforts with a focus on education, training, and sourcing strategies for increasing our diverse talent pipeline. Our diversity and inclusion strategy is embedded into our onboarding for all associates. We strive to drive economic empowerment through conversations, programs, and partnerships that improve quality of life in underserved communities. Along this journey, we are embracing opportunities to address racial disparities, including our recent pledge to double spending among diverse suppliers.

Diversity and inclusion efforts need to start at the top. In 2019, we joined the 1% club — the handful of Fortune 500 firms where both the Chief Executive Officer and Chief Financial Officer are women. We are focused on growing diverse leaders by engaging top and emerging talent in internal and external professional development offerings. Diversity is embedded within our organizational planning for the future, with diversity being an area of consideration during succession planning. We are working to develop inclusive leaders through a program aimed at building awareness and encouraging advocacy.

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We have eight Business Resource Groups (BRGs) with 7,500 members that serve as champions for enhancing our diversity and inclusion efforts across our business. The BRGs make an impact across the organization with a focus on our three diversity and inclusion pillars which are Our People, Our Customers, and Our Communities. We work to provide learning opportunities for our leaders and associates to build a more diverse and inclusive workforce and engage associates on how that creates a competitive advantage. In 2020, we provided unconscious bias training across our workforce to help our associates understand and manage their blind spots and to build stronger connections with colleagues, customers, partners, and our communities.

Compensation and Benefits

As the makeup and needs of the modern family evolve, our products, services, and programs must also transform. We provide competitive compensation and benefits programs for our employees. All eligible associates receive a 100% match (up to 5% of pay) in Kohl’s 401(k) Savings Plan after one year of employment. Full-time associates are offered medical, dental, vision, prescription drug, disability and life insurance coverage, paid time off, and a merchandise discount. Part-time associates are offered dental, vision, supplementary life insurance, and a merchandise discount. We empower our associates’ work-life balance by giving them access to a full range of professional resources.

Training and Development

Behind our success are great teams of talented individuals who embody our values. We actively attract, engage, and hire talent who will drive our purpose. Our talent management team brings together performance management, talent assessment, succession planning, and career planning. This team provides tools, resources, and best practices to ensure we have the right talent in the right roles at the right time. We invest in executive coaching, assessments, internal programs, external courses, peer networks, and more.

From initial onboarding to high potential leadership development, we believe in training and career growth for our associates. We make efforts to stay ahead of the competition by leaning into new technologies and encouraging our associates to keep their skills fresh through our learning management system, which includes more than 1,000 online and in-person courses. We are committed to the highest standards of integrity and maintain a Code of Ethics to guide ethical decision-making for associates. We require associates to take annual ethics training, which is refreshed each year to cover relevant topics.

Competition

The retail industry is highly competitive. Management considers style, quality, price, and convenience to be the most significant competitive factors in the industry. Merchandise mix, brands, service, loyalty programs, credit availability, and customer experience are also key competitive factors. Our primary competitors are traditional department stores, mass merchandisers, off-price retailers, specialty stores, internet businesses, and other forms of retail commerce. Our specific competitors vary from market to market.

Merchandise Vendors

We purchase merchandise from numerous domestic and foreign suppliers. All suppliers must meet certain requirements to do business with us. Our Terms of Engagement are part of our purchase order terms and conditions and include provisions regarding laws and regulations, employment practices, ethical standards, environmental requirements, communication, monitoring and compliance, record keeping, subcontracting, and corrective action. We expect that all suppliers will comply with our purchase terms and quickly remediate any deficiencies, if noted, to maintain our business relationship.

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A third-party purchasing agent sources approximately 20% of the merchandise we sell. No vendor individually accounted for more than 10% of our net purchases in 2020. We have no significant long-term purchase commitments with any of our suppliers and believe that we are not dependent on any one supplier or one geographical location. We believe we have good working relationships with our suppliers.

Seasonality

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. Due to the impact of COVID-19, typical sales patterns did not occur in fiscal 2020.

Trademarks and Service Marks

KOHL'S® is a registered trademark owned by one of our wholly-owned subsidiaries. We consider this mark and the accompanying goodwill to be valuable to our business. This subsidiary has over 200 additional registered trademarks, most of which are used in connection with our private brand products.

Available Information

Our corporate website is https://corporate.kohls.com. Through the “Investors” portion of this website, we make available, free of charge, our proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Securities and Exchange Commission (“SEC”) Forms 3, 4, and 5, and any amendments to those reports as soon as reasonably practicable after such material has been filed with, or furnished to, the SEC.

The following have also been posted on our website, under the caption “Investors” and sub-captions "Corporate Governance" or “ESG”:

 

Committee charters of our Board of Directors’ Audit Committee, Compensation Committee, and Governance & Nominating Committee

 

Corporate Governance Guidelines

 

Code of Ethics

 

Corporate Social Responsibility Report (under “ESG” sub-caption)

The information contained on our website is not part of this Annual Report on Form 10-K. Paper copies of any of the materials listed above will be provided without charge to any shareholder submitting a written request to our Investor Relations Department at N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051 or via e-mail to Investor.Relations@Kohls.com.

Item 1A. Risk Factors

This Form 10-K 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 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. As such, forward-looking statements are qualified by those risk factors described below. Forward-looking statements relate to the date made, and we undertake no obligation to update them.

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Our sales, revenues, gross margin, expenses, and operating results could be negatively impacted by a number of factors including, but not limited to those described below. Many of these risk factors are outside of our control. If we are not successful in managing these risks, they could have a negative impact on our sales, revenues, gross margin, expenses, and/or operating results.

Macroeconomic and Industry Risks

General economic conditions, consumer spending levels, and/or other conditions could decline.

Consumer spending habits, including spending for the merchandise that we sell, are affected by many factors including prevailing economic conditions, levels of employment, salaries and wage rates, prevailing interest rates, housing costs, energy and fuel costs, income tax rates and policies, consumer confidence, consumer perception of economic conditions, and the consumer’s disposable income, credit availability, and debt levels. The moderate-income consumer, which is our core customer, is especially sensitive to these factors. A slowdown in the U.S. economy or an uncertain economic outlook could adversely affect consumer spending habits. As all of our stores are located in the United States, we are especially susceptible to deteriorations in the U.S. economy.

Consumer confidence is also affected by the domestic and international political situation. The outbreak or escalation of war, or the occurrence of terrorist acts or other hostilities in or affecting the United States, could lead to a decrease in spending by consumers.

Our competitors could make changes to their pricing and other practices.

The retail industry is highly competitive. We compete for customers, associates, locations, merchandise, services, and other important aspects of our business with many other local, regional, and national retailers. Those competitors include traditional department stores, mass merchandisers, off-price retailers, specialty stores, internet businesses, and other forms of retail commerce.

We consider style, quality, price, and convenience to be the most significant competitive factors in our industry. The continuing migration and evolution of retailing to digital channels have increased our challenges in differentiating ourselves from other retailers especially as it relates to national brands. In particular, consumers can quickly and conveniently comparison shop with digital tools, which can lead to decisions based solely on price. Unanticipated changes in the pricing and other practices of our competitors may adversely affect our performance.

Tax and trade policies could adversely change.

Uncertainty with respect to tax and trade policies, tariffs, and government regulations affecting trade between the United States and other countries has recently increased. We source the majority of our merchandise from manufacturers located outside of the United States, primarily in Asia. Major developments in tax policy or trade relations, such as the imposition of tariffs on imported products, could have a material adverse effect on our business, results of operations, and liquidity.

The impact of COVID-19 could continue to have a material adverse impact on our business, financial condition, and results of operations.

The impact of and actions taken in response to COVID-19 have had a significant impact on the retail industry generally and our business specifically, starting in the first quarter of fiscal year 2020. At present, we cannot estimate the full impact of COVID-19, but we expect it to continue to have a material adverse impact on our business, financial condition, and results of operations.

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Risks Relating to Revenues

On March 20, 2020, we temporarily closed our stores nationwide. Our stores remained closed until May 4, 2020, as we began to reopen stores in a phased approach and were fully reopened as of July 2020. In connection with the store closures, we temporarily furloughed store and store distribution center associates, as well as some corporate office associates whose work was significantly reduced by the store closures. Due to the store closures, we experienced a temporary material decline in revenue and operating cash flow. We cannot predict if further outbreaks would necessitate store closures again or if the availability of a vaccine will enable us to resume normal store operations.

Our response to COVID-19 may also impact our customer loyalty. If our customer loyalty is negatively impacted or consumer discretionary spending habits change, including in connection with rising levels of unemployment, our market share and revenue may suffer as a result. To the extent the pandemic significantly impacts spending or payment patterns of our private label credit card holders, we may receive lower fees from our private label credit card program.

Risks Relating to Operations

Because we temporarily closed all of our stores, we took steps to reduce operating costs and improve efficiency, including furloughing a substantial number of our personnel. These steps may have an impact on our ability to attract and retain associates in the future. If we are unable to attract and retain associates in the future, such as those associates who found other employment during the furlough period, we may experience operational challenges. These risks related to our business, financial condition, and results of operations, are especially heightened given the uncertainty as to the extent and duration of COVID-19’s impact. We may also face demands or requests from our associates for additional compensation, healthcare benefits, or other terms as a result of COVID-19 that could increase costs, and we could experience labor disputes or disruptions as we continue to implement our COVID-19 mitigation plans. We cannot predict if further outbreaks would necessitate additional store closures again.

Our management team is focused on mitigating the impact of COVID-19, which required and will continue to require a large investment of time and focus. During fiscal 2020, we reduced certain of our resources, including decreasing planned capital expenditures and significantly reducing expenses across the business including expenses related to marketing, technology, and operations. This focus on mitigating the impact of COVID-19 could result in the delay of new initiatives, including brand launches. It also required us to take measures to make modifications to our stores and their operation to help protect the health and well-being of our customers, associates and others as they re-opened. To the extent these measures are ineffective or perceived as ineffective, it may harm our reputation and customer loyalty and make our customers less likely to shop in our stores.

Most of our corporate office associates continue to work remotely, as our offices are opening pursuant to a phased approach. As a result, we face certain operational risks, including heightened cybersecurity risks that may continue past the time when our associates return to work. We cannot predict if further outbreaks would necessitate corporate office closures again.

In addition, we cannot predict the impact that COVID-19 will have on our suppliers, vendors, and other business partners, and each of their financial conditions; however, any material effect on these parties could adversely impact us.

Risks Relating to Liquidity

In light of the impact of COVID-19 on our business, we took several actions to increase our cash position and preserve financial flexibility, including borrowing $1.5 billion under our senior secured, asset based revolving credit facility and issuing $600 million in aggregate principal amount of 9.50% notes due in 2025, and accordingly, our

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long-term debt had increased substantially since February 1, 2020. However, we fully paid back the $1.5 billion in 2020 and we currently do not have any borrowings under the credit facility. In addition, we completed a sale leaseback for our San Bernardino E-Commerce fulfillment and distribution center which generated net proceeds of $193 million after fees.

Our access to capital is currently similar to that prior to the pandemic. But we maintain a credit rating that is just above non-investment grade and which can be downgraded if we do not demonstrate increasing profits and a willingness to reduce our debt outstanding. If our credit ratings were to be further downgraded, or general market conditions were to ascribe higher risk to our credit rating levels, our industry, or our Company, our access to capital and the cost of debt financing will be negatively impacted. Accordingly, a downgrade may cause our cost of borrowing to further increase. Further, COVID-19 could lead to further disruption and volatility in the capital markets generally, which could increase the cost of accessing financing. Our access to additional financing and its cost continues to depend on a number of factors, including economic conditions, financing markets, and the outlook for our business and the retail industry as a whole.

In addition, the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict our business operations or cause future financing to be unavailable due to our covenant restrictions then in effect. Also, if we are unable to comply with the covenants under our senior secured, asset based revolving credit facility, the lenders under that agreement will have the right to terminate their commitments thereunder and declare the outstanding loans thereunder to be immediately due and payable. A default under our senior secured, asset based revolving credit facility could trigger a cross-default, acceleration, or other consequences under other indebtedness or financial instruments to which we are a party. There is no guarantee that debt financings will be available in the future to fund our obligations, or will be available on terms consistent with our expectations. Additionally, the impact of COVID-19 on the financial markets may adversely impact our ability to raise funds through additional financings.

COVID-19 could also cause or aggravate other risk factors that we identify in this section, which in turn could materially and adversely impact our business, financial condition, and results of operations. Further, COVID-19 may also affect our business, financial condition, and results of operations in a manner that is not presently known to us or that we currently do not consider to present significant risks to our business, financial condition, and results of operations.

Operational Risks

We may be unable to offer merchandise that resonates with existing customers and attracts new customers as well as successfully manage our inventory levels.

Our business is dependent on our ability to anticipate fluctuations in consumer demand for a wide variety of merchandise. Failure to accurately predict constantly changing consumer tastes, preferences, spending patterns, and other lifestyle decisions could create inventory imbalances and adversely affect our performance and long-term relationships with our customers. Additionally, failure to accurately predict changing consumer tastes may result in excess inventory, which could result in additional markdowns and adversely affect our operating results.

We may be unable to source merchandise in a timely and cost-effective manner.

A third-party purchasing agent sources approximately 20% of the merchandise we sell. The remaining merchandise is sourced from a wide variety of domestic and international vendors. Our ability to find qualified vendors and access products in a timely and efficient manner is a significant challenge which is typically even more difficult for goods sourced outside the United States, substantially all of which are shipped by ocean to ports in the United States. Political or financial instability, trade restrictions, tariffs, currency exchange rates, transport capacity and

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costs, pandemic outbreaks, work stoppages, port strikes, port congestion and delays, and other factors relating to foreign trade are beyond our control and could adversely impact our performance.

Increases in the price of merchandise, raw materials, fuel, and labor or their reduced availability could increase our cost of merchandise sold. The price and availability of raw materials may fluctuate substantially, depending on a variety of factors, including demand, weather, supply conditions, transportation costs, energy prices, work stoppages, government regulation and policy, economic climates, market speculation, and other unpredictable factors. An inability to mitigate these cost increases, unless sufficiently offset with our pricing actions, might cause a decrease in our operating results. Any related pricing actions might cause a decline in our sales volume. Additionally, a reduction in the availability of raw materials could impair the ability to meet production or purchasing requirements in a timely manner. Both the increased cost and lower availability of merchandise, raw materials, fuel, and labor may also have an adverse impact on our cash and working capital needs as well as those of our suppliers.

If any of our significant vendors were to become subject to bankruptcy, receivership, or similar proceedings, we may be unable to arrange for alternate or replacement contracts, transactions, or business relationships on terms as favorable as current terms, which could adversely affect our sales and operating results.

Our vendors may not adhere to our Terms of Engagement or to applicable laws.

A substantial portion of our merchandise is received from vendors and factories outside of the United States. We require all of our suppliers to comply with all applicable local and national laws and regulations and our Terms of Engagement for Kohl's Business Partners. These Terms of Engagement include provisions regarding laws and regulations, employment practices, ethical standards, environmental and legal requirements, communication, monitoring/compliance, record keeping, subcontracting, and corrective action. From time to time, suppliers may not be in compliance with these standards or applicable laws. Significant or continuing noncompliance with such standards and laws by one or more suppliers could have a negative impact on our reputation and our results of operations.

Our marketing may be ineffective.

We believe that differentiating Kohl's in the marketplace is critical to our success. We design our marketing and loyalty programs to increase awareness of our brands and to build personalized connections with new and existing customers. We believe these programs will strengthen customer loyalty, increase the number and frequency of customers that shop our stores and website, and increase our sales. If our marketing and loyalty programs are not successful or efficient, our sales and operating results could be adversely affected.

The reputation and brand image of Kohl’s and the brands and products we sell could be damaged.

We believe the Kohl's brand name and many of our proprietary brand names are powerful sales and marketing tools. We devote significant resources to develop, promote, and protect proprietary brands that generate national recognition. In some cases, the proprietary brands or the marketing of such brands are tied to or affiliated with well-known individuals. We also associate the Kohl’s brand with third-party national brands that we sell in our store and through our partnerships with companies in pursuit of strategic initiatives. Damage to the reputations (whether or not justified) of the Kohl’s brand, our proprietary brand names, or any affiliated individuals or companies with which we have partnered, could arise from product failures; concerns about human rights, working conditions, and other labor rights and conditions where merchandise is produced; perceptions of our pricing and return policies; litigation; vendor violations of our Terms of Engagement; perceptions of the national vendors and/or third party companies with which we partner; or various other forms of adverse publicity, especially in social media outlets. This type of reputational damage may result in a reduction in sales, operating results, and shareholder value.

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There may be concerns about the safety of products that we sell.

If our merchandise offerings do not meet applicable safety standards or our customers' expectations regarding safety, we could experience lost sales, experience increased costs, and/or be exposed to legal and reputational risk. Events that give rise to actual, potential, or perceived product safety concerns could expose us to government enforcement action and/or private litigation. Reputational damage caused by real or perceived product safety concerns could have a negative impact on our sales and operating results.

We may be unable to adequately maintain and/or update our information systems.

The efficient operation of our business is dependent on our information systems. In particular, we rely on our information systems to effectively manage sales, distribution, and merchandise planning and allocation functions. We also generate sales through the operations of our Kohls.com website. We frequently make investments that will help maintain and update our existing information systems. We also depend on third parties as it relates to our information systems. In particular, we are currently migrating certain systems and applications to cloud environments that are hosted by third-party service providers. The potential problems and interruptions associated with implementing technology initiatives, the failure of our information systems to perform as designed, or the failure to successfully partner with our third party service providers, such as our cloud platform providers, could disrupt our business and harm our sales and profitability.

Our information technology projects may not yield their intended results.

We regularly have internal information technology projects in process. Although the technology is intended to increase productivity and operating efficiencies, these projects may not yield their intended results or may deliver an adverse user or customer experience. We may incur significant costs in connection with the implementation, ongoing use, or discontinuation of technology projects, or fail to successfully implement these technology initiatives, or achieve the anticipated efficiencies from such projects, any of which could adversely affect our operations, liquidity, and financial condition. 

Weather conditions and natural disasters could adversely affect consumer shopping patterns and disrupt our operations.

A significant portion of our business is apparel and is subject to weather conditions. As a result, our operating results may be adversely affected by severe or unexpected weather conditions. Frequent or unusually heavy snow, ice, or rain storms; natural disasters such as earthquakes, tornadoes, floods, fires, and hurricanes; or extended periods of unseasonable temperatures could adversely affect our performance by affecting consumer shopping patterns and diminish demand for seasonal merchandise. In addition, these events could cause physical damage to our properties or impact our supply chain, making it difficult or impossible to timely deliver seasonally appropriate merchandise. Although we maintain crisis management and disaster response plans, our mitigation strategies may be inadequate to address such a major disruption event.

We may be unable to successfully execute an omnichannel strategy.

Customer expectations about the methods by which they purchase and receive products or services are evolving. Customers are increasingly using technology and mobile devices to rapidly compare products and prices, and to purchase products. Once products are purchased, customers are seeking alternate options for delivery of those products. We must continually anticipate and adapt to these changes in the purchasing process. Our ability to compete with other retailers and to meet our customer expectations may suffer if we are unable to provide relevant customer-facing technology and omnichannel experiences. Our ability to compete may also suffer if Kohl’s, our suppliers, or our third-party shipping and delivery vendors are unable to effectively and efficiently fulfill and deliver orders, especially during the holiday season when sales volumes are especially high. Consequently, our results of operations could be adversely affected.

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Our business is seasonal in nature, which could negatively affect our sales, revenues, operating results, and cash requirements.

Our business is subject to seasonal influences, with a major portion of sales and income historically realized during the second half of the fiscal year, which includes the back-to-school and holiday seasons.

If we do not adequately stock or restock popular products, particularly during the back-to-school and holiday seasons, we may fail to meet customer demand, which could affect our revenue and our future growth. If we overstock products, we may be required to take significant inventory markdowns or write-offs, which could reduce profitability.

 

We may experience an increase in costs associated with shipping digital orders due to complimentary upgrades, split shipments, freight surcharges due to peak capacity constraints, and additional long-zone shipments necessary to ensure timely delivery for the holiday season. If too many customers access our website within a short period of time, we may experience system interruptions that make our website unavailable or prevent us from efficiently fulfilling orders, which may reduce the volume of goods we sell and the attractiveness of our products and services. Also, third-party delivery and direct ship vendors may be unable to deliver merchandise on a timely basis.

This seasonality causes our operating results and cash needs to vary considerably from quarter to quarter. Additionally, any decrease in sales or profitability during the second half of the fiscal year could have a disproportionately adverse effect on our results of operations.

Changes in credit card operations could adversely affect our sales, revenues, and/or profitability.

Our credit card operations facilitate merchandise sales and generate additional revenue from fees related to extending credit. The proprietary Kohl's credit card accounts are owned by an unrelated third-party, but we share in the net risk-adjusted revenue of the portfolio, which is defined as the sum of finance charges, late fees, and other revenue less write-offs of uncollectible accounts. Changes in funding costs related to interest rate fluctuations are shared similar to the revenue when interest rates exceed defined amounts. Though management currently believes that increases in funding costs will be largely offset by increases in finance charge revenue, increases in funding costs could adversely impact the profitability of this program.

Changes in credit card use and applications, payment patterns, credit fraud, and default rates may also result from a variety of economic, legal, social, and other factors that we cannot control or predict with certainty. Changes that adversely impact our ability to extend credit and collect payments could negatively affect our results.

We may be unable to attract, develop, and retain quality associates while controlling costs, which could adversely affect our operating results.

Our performance is dependent on attracting and retaining a large number of quality associates, including our senior management team and other key associates. Many associates are in entry-level or part-time positions with historically high rates of turnover. Many of our strategic initiatives require that we hire and/or develop associates with appropriate experience. Our staffing needs are especially high during the holiday season. Competition for these associates is intense. We cannot be sure that we will be able to attract and retain a sufficient number of qualified personnel in future periods.

Our ability to meet our labor needs while controlling costs is subject to external factors such as unemployment levels, prevailing wage rates, minimum wage legislation, actions by our competitors in compensation levels, potential labor organizing efforts, and changing demographics. Competitive and regulatory pressures have already significantly increased our labor costs. Further changes that adversely impact our ability to attract and retain quality associates could adversely affect our performance and/or profitability. In addition, changes in federal and state laws relating to employee benefits, including, but not limited to, sick time, paid time off, leave of absence, minimum

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wage, wage-and-hour, overtime, meal-and-break time, and joint/co-employment could cause us to incur additional costs, which could negatively impact our profitability.

Our business could be impacted by a potential proxy contest for the election of directors at our 2021 Annual Meeting of Shareholders.

On February 22, 2021, Macellum Advisors GP, LLC (together with its affiliates, “Macellum”), Ancora Holdings, Inc. (together with its affiliates, “Ancora”), Legion Partners Asset Management, LLC (together with its affiliates, “Legion Partners”), and 4010 Capital, LLC (together with its affiliates, “4010 Capital” and, together with Macellum, Ancora and Legion Partners, the “Activist Investors”), announced the nomination of nine candidates for election to our Board of Directors at our 2021 Annual Meeting of Shareholders. The Activist Investors subsequently reduced the number of candidates to five. A proxy contest with the Activist Investors for the election of directors could result in the Company incurring substantial costs, including proxy solicitation, public relations, and legal fees. Further, such a proxy contest could divert the attention of our Board of Directors, management, and employees, and may disrupt the momentum in our business and operations, as well as our ability to execute our strategic plan. The actions of the Activist Investors may also create perceived uncertainties as to the future direction of our business or strategy, which may be exploited by our competitors and may make it more difficult to attract and retain qualified personnel, and may impact our relationship with investors, vendors, and other third parties. A proxy contest could also impact the market price and the volatility of our common stock.

Capital Risks

We may be unable to raise additional capital or maintain bank credit on favorable terms, which could adversely affect our business and financial condition.

We have historically relied on the public debt markets to raise capital to partially fund our operations and growth. We have also historically maintained lines of credit with financial institutions. Changes in the credit and capital markets, including market disruptions, limited liquidity, and interest rate fluctuations may increase the cost of financing or restrict our access to these potential sources of future liquidity. Our continued access to these liquidity sources on favorable terms depends on multiple factors, including our operating performance and maintaining strong debt ratings. If our credit ratings fall below desirable levels, our ability to access the debt markets and our cost of funds for new debt issuances could be adversely impacted. Additionally, if unfavorable capital market conditions exist if and when we were to seek additional financing, we may not be able to raise sufficient capital on favorable terms and on a timely basis (if at all). If our access to capital was to become significantly constrained or our cost of capital was to increase significantly our financial condition, results of operations, and cash flows could be adversely affected.

Our capital allocation could be inefficient or ineffective.

Our goal is to invest capital to maximize our overall long-term returns. This includes spending on inventory, capital projects and expenses, managing debt levels, and periodically returning value to our shareholders through share repurchases and dividends. To a large degree, capital efficiency reflects how well we manage our other key risks. The actions taken to address other specific risks may affect how well we manage the more general risk of capital efficiency. If we do not properly allocate our capital to maximize returns, we may fail to produce optimal financial results, and we may experience a reduction in shareholder value.

Legal and Regulatory Risks

Regulatory and legal matters could adversely affect our business operations and change financial performance.

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Various aspects of our operations are subject to federal, state, or local laws, rules, and regulations, any of which may change from time to time. The costs and other effects of new or changed legal requirements cannot be determined with certainty. For example, new legislation or regulations may result in increased costs directly for our compliance or indirectly to the extent such requirements increase prices of goods and services, reduce the availability of raw materials, or further restrict our ability to extend credit to our customers.

We continually monitor the state and federal legal and regulatory environments for developments that may impact us. Failure to detect changes and comply with such laws and regulations may result in an erosion of our reputation, disruption of business, and/or loss of associate morale. Additionally, we are regularly involved in various litigation matters that arise out of the conduct of our business. Litigation or regulatory developments could adversely affect our business operations and financial performance.

 

Our efforts to protect the privacy and security of sensitive or confidential customer, associate, or company information could be unsuccessful, which could severely damage our reputation, expose us to risks of litigation and liability, disrupt our operations, and harm our business.

As part of our normal course of business, we collect, retain, process, and transmit sensitive and confidential customer, associate, and company information. We also engage third-party vendors that provide technology, systems, and services to facilitate our collection, retention, processing, and transmission of this information. The protection of this data is extremely important to us, our associates, and our customers. However, no security is perfect, and it is possible that our facilities and systems and those of our third-party vendors are vulnerable to cybersecurity threats, security breaches, system failures, acts of vandalism, fraud, misappropriation, malware, ransomware, and other malicious or harmful code, misplaced or lost data, programming and/or human errors, insider threats, or other similar events. Despite our substantial investments in personnel, training, and implementation of programs, procedures, and plans to protect the security, confidentiality, integrity, and availability of our information and to prevent, detect, contain, and respond to cybersecurity threats, there is no assurance that these measures will  prevent all cybersecurity threats, particularly given the ever-evolving and increasingly sophisticated methods of cyber-attack that may be difficult or impossible to anticipate and/or detect. Kohl’s and its third party consultants audit and test our security program. Any such data security incident involving the breach, misappropriation, loss, or other unauthorized disclosure of sensitive and/or confidential information, whether by us or our vendors, could disrupt our operations, damage our reputation and customers' willingness to shop in our stores or on our website, violate applicable laws, regulations, orders and agreements, and subject us to additional costs and liabilities which could be material. In addition, data privacy and cybersecurity laws are in a period of change, including the recently enacted California Privacy Rights Act which amended and expanded the California Consumer Privacy Act, as well as Virginia’s new data privacy law, and there is potential for the enactment of other federal or state privacy laws relevant to our business. These legal changes may increase our compliance costs, impact our customers’ shopping experience, reduce our business efficiency, and subject us to additional regulatory scrutiny or data breach litigation.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

Stores

As of January 30, 2021, we operated 1,162 Kohl's stores with 82.2 million selling square feet in 49 states. We also operated 12 FILA outlets. Our typical store lease has an initial term of 20-25 years and four to eight five-year renewal options. Substantially all of our leases provide for a minimum annual rent that is fixed or adjusts to set

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levels during the lease term, including renewals. Some of our store leases provide for additional rent based on a percentage of sales over designated levels.

The following tables summarize key information about our Kohl's stores as of January 30, 2021:

 

Number of Stores by State

   Mid-Atlantic Region:

 

Northeast Region:

 

South Central Region:

   Delaware

5

 

Connecticut

21

 

Arkansas

8

   Maryland

23

 

Maine

5

 

Kansas

11

   Pennsylvania

51

 

Massachusetts

25

 

Louisiana

7

   Virginia

31

 

New Hampshire

11

 

Missouri

27

   West Virginia

7

 

New Jersey

38

 

Oklahoma

11

 

 

 

New York

50

 

Texas

84

 

 

 

Rhode Island

4

 

 

 

 

 

 

Vermont

2

 

 

 

   Total Mid-Atlantic

117

 

Total Northeast

156

 

Total South Central

148

 

 

 

 

 

 

 

 

   Midwest Region:

 

Southeast Region:

 

West Region:

   Illinois

66

 

Alabama

14

 

Alaska

1

   Indiana

41

 

Florida

51

 

Arizona

26

   Iowa

18

 

Georgia

32

 

California

117

   Michigan

46

 

Kentucky

18

 

Colorado

24

   Minnesota

28

 

Mississippi

5

 

Idaho

6

   Nebraska

8

 

North Carolina

31

 

Montana

3

   North Dakota

4

 

South Carolina

16

 

Nevada

13

   Ohio

59

 

Tennessee

20

 

New Mexico

5

   South Dakota

4

 

 

 

 

Oregon

11

   Wisconsin

41

 

 

 

 

Utah

12

 

 

 

 

 

 

Washington

19

 

 

 

 

 

 

Wyoming

2

   Total Midwest

315

 

Total Southeast

187

 

Total West

239

 

 

Location

 

Ownership

Strip centers

944

 

Owned

409

Freestanding

155

 

Leased

516

Community & regional malls

63

 

Ground leased

237

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Distribution Centers

The following table summarizes key information about each of our distribution centers:

 

 

 

Year

Opened

Square

Footage

 

Store distribution centers:

 

 

 

 

 

 

 

Findlay, Ohio

 

1994

 

 

780,000

 

 

Winchester, Virginia

 

1997

 

 

450,000

 

 

Blue Springs, Missouri

 

1999

 

 

540,000

 

 

Corsicana, Texas

 

2001

 

 

540,000

 

 

Mamakating, New York

 

2002

 

 

605,000

 

 

San Bernardino, California

 

2002

 

 

575,000

 

 

Macon, Georgia

 

2005

 

 

560,000

 

 

Patterson, California

 

2006

 

 

365,000

 

 

Ottawa, Illinois

 

2008

 

 

330,000

 

 

E-commerce fulfillment centers:

 

 

 

 

 

 

 

Monroe, Ohio

 

2001

 

 

1,225,000

 

 

San Bernardino, California

 

2010

 

 

970,000

 

 

Edgewood, Maryland

 

2011

 

 

1,450,000

 

 

DeSoto, Texas

 

2012

 

 

1,515,000

 

 

Plainfield, Indiana

 

2017

 

 

975,000

 

 

Etna, Ohio

 

Expected 2021

 

 

1,300,000

 

 

We own all of the distribution centers except the San Bernardino, California locations and Corsicana, Texas, which are leased.

Corporate Facilities

We own our corporate headquarters in Menomonee Falls, Wisconsin. We also own or lease additional buildings and office space, which are used by various corporate departments, including our credit operations.

We are not currently a party to any material legal proceedings but are subject to certain legal proceedings and claims from time to time that arise out of the conduct of our business.

Item 4. Mine Safety Disclosures

Not applicable.

Item 4A. Information about our Executive Officers

Our executive officers as of January 30, 2021 were as follows:

 

Name

Age

Position

Michelle Gass

52

Chief Executive Officer

Doug Howe

60

Chief Merchandising Officer

Jill Timm

47

Senior Executive Vice President, Chief Financial Officer

Marc Chini

62

Senior Executive Vice President, Chief People Officer

Paul Gaffney

54

Senior Executive Vice President, Chief Technology Officer

Greg Revelle

43

Senior Executive Vice President, Chief Marketing Officer

Jason Kelroy

46

Senior Executive Vice President, General Counsel & Corporate Secretary

 

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Michelle Gass

Ms. Gass has served as our Chief Executive Officer and as a director since May 2018. Ms. Gass was promoted to CEO-elect in October 2017. She joined the Company in 2013 as Chief Customer Officer and was named Chief Merchandising and Customer Officer in June 2015. Ms. Gass has more than 30 years of experience in the retail and consumer goods industries. Prior to joining the Company, she spent more than 16 years with Starbucks holding a variety of leadership roles across marketing, strategy, merchandising, and operations, including president, Starbucks Europe, Middle East, and Africa. She began her career with Procter & Gamble. Ms. Gass has received numerous professional honors, including being named to Fortune’s Most Powerful Women in Business and Businessperson of the Year lists, as well as being named The Visionary 2020 by the National Retail Federation. Ms. Gass currently serves on the Board of Directors for PepsiCo, Retail Industry Leaders Associates, National Retail Federation, and Children’s Wisconsin. She received her undergraduate degree from Worcester Polytechnic Institute and an MBA from the University of Washington.

Doug Howe

Mr. Howe has served as Chief Merchandising Officer since May 2018. Prior to joining the Company, Mr. Howe served as global chief merchandising officer at the Qurate Retail Group where he led QVC and HSN’s product leadership agenda. Mr. Howe has also held leadership positions in merchandising and product development with QVC, Gap Inc., Walmart, and May Department Stores. Mr. Howe has more than 25 years of retail experience.

Jill Timm

Ms. Timm has served as Senior Executive Vice President and Chief Financial Officer since November 2019. Ms. Timm joined the Company in 1999 and has held a number of progressive leadership roles across several areas of finance, most recently having served as executive vice president of finance. Prior to joining the Company, she served as senior auditor at Arthur Anderson LLP. Ms. Timm has more than 20 years of experience in the retail industry.

Marc Chini

Mr. Chini has served as Senior Executive Vice President, Chief People Officer since November 2018. Prior to joining the Company, Mr. Chini served as chief human resource officer of Synchrony Financial where he built the newly public company’s human resources strategy and function. Mr. Chini has also held a variety of chief human resources officer roles across multiple GE business units including NBC Universal, GE Aviation & Locomotive and GE Industrial Solutions. Mr. Chini has more than 25 years of human resources experience.

 

Paul Gaffney

Mr. Gaffney has served as Senior Executive Vice President, Chief Technology Officer since September 2019. Prior to joining the Company, Mr. Gaffney served in a number of technology leadership roles, including chief technology officer of Dick’s Sporting Goods where he led the company’s digital transformation, and senior vice president of information technology at The Home Depot, where he was responsible for the organization’s software engineering, user-centered design, and applications. Mr. Gaffney has also held leadership roles at Keeps Inc., AAA of Northern California, Nevada & Utah, and Desktone, Inc. Mr. Gaffney has more than 25 years of technology experience. 

Greg Revelle

Mr. Revelle has served as Senior Executive Vice President, Chief Marketing Officer since April 2018. He joined the Company in April 2017 as Executive Vice President, Chief Marketing Officer. Prior to joining the Company, he served in a number of executive leadership roles, including chief marketing officer at Best Buy, chief marketing officer and general manager of e-commerce at AutoNation, vice president of world online marketing at Expedia, and

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an investment banker at Credit Suisse. Mr. Revelle has more than 10 years of marketing and retail industry experience.

Jason Kelroy

Mr. Kelroy has served as Senior Executive Vice President, General Counsel and Corporate Secretary since August 2020. He joined the Company in 2004 as Legal Counsel and has held a number of progressive leadership roles, serving as General Counsel since 2015. Prior to joining the Company, Mr. Kelroy served as an associate at the law firm of Vorys, Sater, Seymour and Pease LLP. Mr. Kelroy has more than 20 years of experience practicing law, including over 15 years in the retail industry.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Market information

Our Common Stock has been traded on the New York Stock Exchange ("NYSE") since May 19, 1992, under the symbol “KSS.”

On February 24, 2021, our Board of Directors declared a quarterly cash dividend of $0.25 per common share. The dividend will be paid on March 31, 2021 to shareholders of record as of March 17, 2021. In 2020, we paid aggregate cash dividends of $108 million prior to the dividend program being temporarily suspended due to the COVID-19 pandemic.

Holders

As of March 10, 2021, there were approximately 3,500 record holders of our Common Stock.

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Performance Graph

The graph below compares our cumulative five-year shareholder return to that of the Standard & Poor’s (“S&P”) 500 Index and a Peer Group Index that is consistent with the retail peer groups used in the Compensation Discussion & Analysis section of our Proxy Statement for our 2021 Annual Meeting of Shareholders. The Peer Group Index was calculated by S&P Global, a Standard & Poor’s business and includes Bed Bath & Beyond, Inc.; The Gap, Inc.; J.C. Penney Company, Inc.; L Brands, Inc.; Macy’s, Inc.; Nordstrom, Inc.; Ross Stores, Inc.; and The TJX Companies, Inc. The Peer Group Index is weighted by the market capitalization of each component company at the beginning of each period. The graph assumes an investment of $100 on January 30, 2016 and reinvestment of dividends. The calculations exclude trading commissions and taxes.

 

 

 

Company / Index

Jan 30,

2016

Jan 28,

2017

Feb 3,

2018

Feb 2,

2019

Feb 1,

2020

Jan 30,

2021

 

Kohl’s Corporation

 

$

100.00

 

 

$

81.95

 

 

$

140.56

 

 

$

152.91

 

 

$

103.09

 

 

$

110.19

 

 

S&P 500 Index

 

 

100.00

 

 

 

120.87

 

 

 

148.47

 

 

 

148.38

 

 

 

180.37

 

 

 

211.48

 

 

Peer Group Index

 

 

100.00

 

 

 

93.91

 

 

 

99.76

 

 

 

107.43

 

 

 

119.52

 

 

 

132.13

 

 

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities from 2018 through 2020 that were not registered under the Securities Act except as otherwise disclosed in our current Report on Form 8-K dated April 23, 2019.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In 2016, our Board of Directors increased the remaining share repurchase authorization under our existing share repurchase program to $2.0 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.

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The following table contains information for shares repurchased and shares acquired from employees in lieu of amounts required to satisfy minimum tax withholding requirements upon the vesting of the employees’ restricted stock during the three fiscal months ended January 30, 2021:

 

 

Period

Total

Number

of Shares

Purchased

During

Period

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

(Dollars in

Millions)

 

November 1 - November 28, 2020

 

 

16,126

 

 

$

21.58

 

 

 

 

 

$

726

 

 

November 29, 2020 – January 2, 2021

 

 

9,446

 

 

 

38.07

 

 

 

 

 

 

726

 

 

January 3 – January 30, 2021

 

 

175

 

 

 

39.93

 

 

 

 

 

 

726

 

 

Total

 

 

25,747

 

 

$

27.75

 

 

 

 

 

$

726

 

 

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Table of Contents

 

 

Item 6. Selected Consolidated Financial Data

The selected consolidated financial data presented below should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this document.

 

 

(Dollars in Millions, Except per Share and per Square Foot Data)

2020

2019

2018

2017(e)

2016

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Dollars

 

$

15,031

 

 

$

18,885

 

 

$

19,167

 

 

$

19,036

 

 

$

18,636

 

   Net sales (decrease) increase

 

 

(20.4)

%

 

 

(1.5)

%

 

 

0.7

%

 

 

2.1

%

 

 

(2.7)

%

   Comparable sales (a)

 

 

n/a

 

 

 

(1.3)

%

 

 

1.7

%

 

 

1.5

%

 

 

(2.4)

%

    Per selling square foot (b)

 

$

183

 

 

$

229

 

 

$

231

 

 

$

229

 

 

$

224

 

  Total revenue

 

$

15,955

 

 

$

19,974

 

 

$

20,229

 

 

$

20,084

 

 

$

19,681

 

  Gross margin as a percent of net sales

 

 

31.1

%

 

 

35.7

%

 

 

36.4

%

 

 

36.0

%

 

 

35.9

%

  Selling, general, and administrative expenses ("SG&A")

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Dollars

 

$

5,021

 

 

$

5,705

 

 

$

5,601

 

 

$

5,501

 

 

$

5,430

 

    As a percent of total revenue

 

 

31.5

%

 

 

28.6

%

 

 

27.7

%

 

 

27.4

%

 

 

27.6

%

  Operating (loss) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Dollars

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Reported (GAAP)

 

$

(262)

 

 

$

1,099

 

 

$

1,361

 

 

$

1,416

 

 

$

1,183

 

      Adjusted (non-GAAP) (c)

 

$

(300)

 

 

$

1,212

 

 

$

1,465

 

 

$

1,416

 

 

$

1,369

 

    As a percent of total revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Reported (GAAP)

 

 

(1.6)

%

 

 

5.5

%

 

 

6.7

%

 

 

7.1

%

 

 

6.0

%

      Adjusted (non-GAAP) (c)

 

 

(1.9)

%

 

 

6.1

%

 

 

7.2

%

 

 

7.1

%

 

 

7.0

%

  Net (loss) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Reported (GAAP)

 

$

(163)

 

 

$

691

 

 

$

801

 

 

$

859

 

 

$

556

 

   Adjusted (non-GAAP) (c)

 

$

(186)

 

 

$

769

 

 

$

927

 

 

$

703

 

 

$

673

 

Diluted (loss) earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Reported (GAAP)

 

$

(1.06)

 

 

$

4.37

 

 

$

4.84

 

 

$

5.12

 

 

$

3.11

 

   Adjusted (non-GAAP) (c)

 

$

(1.21)

 

 

$

4.86

 

 

$

5.60

 

 

$

4.19

 

 

$

3.76

 

Dividends per share

 

$

0.704

 

 

$

2.68

 

 

$

2.44

 

 

$

2.20

 

 

$

2.00

 

Balance sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Total assets

 

$

15,337

 

 

$

14,555

 

 

$

12,469

 

 

$

13,389

 

 

$

13,623

 

   Working capital

 

$

2,813

 

 

$

1,880

 

 

$

2,105

 

 

$

2,671

 

 

$

2,264

 

   Long-term debt

 

$

2,451

 

 

$

1,856

 

 

$

1,861

 

 

$

2,797

 

 

$

2,795

 

   Finance lease and financing obligations

 

$

1,502

 

 

$

1,491

 

 

$

1,638

 

 

$

1,717

 

 

$

1,816

 

   Operating lease liabilities

 

$

2,786

 

 

$

2,777

 

 

$

 

 

$

 

 

$

 

   Shareholders’ equity

 

$

5,196

 

 

$

5,450

 

 

$

5,527

 

 

$

5,419

 

 

$

5,170

 

Cash flow

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Net cash provided by operating activities

 

$

1,338

 

 

$

1,657

 

 

$

2,107

 

 

$

1,691

 

 

$

2,153

 

   Capital expenditures

 

$

334

 

 

$

855

 

 

$

578

 

 

$

672

 

 

$

768

 

   Free cash flow (d)

 

$

908

 

 

$

700

 

 

$

1,403

 

 

$

881

 

 

$

1,269

 

Kohl's store information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Number of stores

 

 

1,162

 

 

 

1,159

 

 

 

1,159

 

 

 

1,158

 

 

 

1,154

 

   Total square feet of selling space (in thousands)

 

 

82,152

 

 

 

82,192

 

 

 

82,620

 

 

 

82,804

 

 

 

82,757

 

(a)

Kohl's store sales are included in comparable sales after the store has been open for 12 full months. Digital sales and sales at remodeled and relocated Kohl's stores are included in comparable sales, unless square footage has changed by more than 10%. No comparable sales metric is provided in 2020 as our stores were closed for part of the period. 2019 compares the 52 weeks ended February 1, 2020 and February 2, 2019.

(b)

Net sales per selling square foot includes in-store and digital merchandise sales.

(c)

Pre-tax adjustments include impairments, store closing, and other costs of $89 million in 2020, $113 million in 2019, $104 million in 2018, and $186 million in 2016; gain on sales of real estate of $127 million in 2020, gain on extinguishment of debt of $9 million in 2019 and debt extinguishment losses of $63 million in 2018; and tax settlement and reform benefits of $156 million in 2017. See GAAP to non-GAAP reconciliation in Results of Operations.

(d)

Free cash flow is a non-GAAP financial measure that we define as net cash provided by operating activities and proceeds from financing obligations less capital expenditures and capital lease and financing obligation payments. See GAAP to non-GAAP reconciliation in Liquidity and Capital Resources.

(e)

Fiscal 2017 was a 53-week year. The impact of the 53rd week is approximated as follows: net sales were $170 million; other revenues were $10 million; SG&A was $40 million; interest was $3 million; net income was $15 million; and diluted earnings per share were approximately $0.10.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

As of January 30, 2021, we operated 1,162 Kohl's stores, a website (www.Kohls.com), and 12 FILA outlets. 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. Our website includes merchandise which is available in our stores, as well as merchandise that is available only online.

Key financial results for 2020 included:

 

Net sales decreased 20.4% to $15.0 billion reflecting the continued impact of COVID-19.

 

Gross margin as a percentage of net sales decreased 464 basis points due to the mix of the business, inventory actions taken in the first quarter, and higher shipping costs resulting from increased digital sales penetration partially offset by strong inventory management and pricing and promotional optimization.

 

Selling, general, and administrative expenses ("SG&A") as a percentage of total revenue increased 291 basis points. SG&A expenses decreased $684 million, or 12%, primarily driven by a reduction in store related expenses and lower marketing expenses.

 

Net loss on a GAAP basis was $163 million, or ($1.06) loss per share.

 

On an adjusted non-GAAP basis, our net loss was $186 million, or ($1.21) loss per share.

Recent Developments

As discussed in our 2019 Form 10-K, the World Health Organization declared the outbreak of COVID-19 as a pandemic in March 2020. Subsequently, COVID-19 has continued to spread throughout the United States. As a result, the President of the United States declared a national emergency. Federal, state, and local governing bodies mandated various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories, and quarantining of people who may have been exposed to the virus. The response to the COVID-19 pandemic has negatively affected the global economy, disrupted global supply chains, and created significant disruption in the financial and retail markets, including a decrease in consumer demand for our merchandise.

The COVID-19 pandemic has had, and will likely continue to have, significant adverse effects on our business including, but not limited to the following:

 

On March 20, 2020, the Company furloughed 85,000 store and distribution center associates, as well as some corporate office associates, as a result of temporarily closing all of our stores which limited our business to the digital channel.

 

Starting on May 4, 2020, we began reopening stores in locations where permitted, and had reopened all of our stores as of July 10, 2020, and furloughed store and distribution center associates have returned to work.

 

The Company experienced a significant decline in sales demand, and expects to continue to experience volatility in demand for its merchandise. We also experienced pressure in gross margin, and continue to expect pressures on gross margin as we expect digital penetration to remain elevated. In addition, during the fourth quarter of 2020, the Company experienced an impact to gross margin from freight surcharges related to increased digital penetration across the retail industry resulting from the COVID-19 pandemic.

 

Additionally, social distancing measures or changes in consumer spending behaviors due to COVID-19 may continue to impact store traffic which could result in a loss of sales and profit. As our stores reopened, we implemented numerous social distancing and safety measures which remain in place. These include providing personal protective equipment to our associates, implementing a more rigorous cleaning process,

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including enhanced cleaning of high touch surfaces throughout the day, installing protective barriers at all registers, and requiring associates and customers to wear face coverings while inside our stores. To encourage social distancing, we installed social distancing signage and markers throughout the store, closed our fitting rooms, widened aisles by removing in-aisle fixtures, relocated Amazon returns to a separate area of the store, and are limiting occupancy in stores as appropriate. We also implemented a new process for handling merchandise returns, reduced store operating hours, and are providing dedicated shopping hours for at-risk individuals.

The chart below details costs that we believe are directly attributable to COVID-19:

 

(Dollars In Millions)

 

Twelve Months Ended

Description

Classification

January 30, 2021

Inventory write-downs

Cost of merchandise sold

$

187

 

Net compensation and benefits

Selling, general, and administrative

 

73

 

Other costs

Selling, general, and administrative

 

55

 

Asset write-offs and other

Impairments, store closing, and other costs

 

53

 

Total

 

$

368

 

 

In response to COVID-19, we took the following actions to preserve financial liquidity and flexibility during fiscal 2020:

 

Managed inventory receipts meaningfully lower,

 

Significantly reduced expenses across all areas of the business including marketing, technology, operations, and payroll,

 

Reduced capital expenditures 61%,

 

Suspended share repurchase program,

 

Suspended regular quarterly cash dividend beginning in the second quarter of 2020,

 

Replaced and upsized the unsecured $1.0 billion revolver with a $1.5 billion secured facility, of which all was fully available for utilization as of year-end,

 

Issued $600 million of 9.5% notes due 2025, and

 

Completed a sale leaseback for our San Bernardino E-commerce fulfillment and distribution center which generated net proceeds of $193 million after fees and resulted in a $127 million gain.

We cannot estimate with certainty the length or severity of this pandemic, or the extent to which the disruption may materially impact our Consolidated Financial Statements. For fiscal 2020, COVID-19 had a material adverse effect on our business, financial condition, and results of operations.

See "Results of Operations" and "Liquidity and Capital Resources" for additional details about our financial results.

Our Vision and Strategy

As part of our continued efforts to stay ahead in the rapidly changing retail environment, we introduced a new strategic framework in October 2020. The Company’s new vision is to be “the most trusted retailer of choice for the active and casual lifestyle.” This new strategy is designed to create long-term shareholder value and has four key focus areas: driving top line growth, expanding operating margin, maintaining disciplined capital management, and sustaining an agile, accountable, and inclusive culture.

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Driving Top Line Growth

Our initiatives include expanding Kohl’s active and outdoor business to at least 30% of net sales, reigniting growth in the women’s business, building a sizable beauty business, driving category productivity and inventory turn, and capturing market share from the retail industry disruption. We have already taken significant steps in these areas, including forming a new major long-term strategic partnership with Sephora, the largest prestige beauty retailer in the world, where Sephora will become Kohl’s exclusive beauty partner. We plan for this partnership to bring the “Sephora at Kohl’s” experience to 200 stores and online beginning in Fall 2021, and to at least 850 locations by 2023. We expect this strategic partnership to drive incremental customer traffic, significantly grow the Company’s beauty business, and positively impact sales across other categories. Our loyalty and value efforts include simplifying the value delivered to our customers and maintaining our industry-leading loyalty program, which includes Kohl’s Rewards and the Kohl’s Card. We will also continue to offer a compelling and differentiated omnichannel experience through modernized stores and an enhanced digital platform.

Expanding Operating Margin

We have established a goal of expanding the Company’s operating margin with a multi-year plan of achieving 7% to 8%. To achieve that goal, we are focused on driving both gross margin improvement and selling, general, and administrative expense leverage. Our gross margin initiatives include disciplined inventory management and increased inventory turn, optimized pricing and promotion strategies, efficient sourcing, and a transformed end-to-end supply chain. Our initiatives to drive selling, general, and administrative expense efficiency are focused on store expenses, marketing, technology, and corporate expenses.

Maintaining Disciplined Capital Management

We are committed to prudent balance sheet management with the long-term objective of sustaining Kohl’s Investment Grade credit rating. The Company has a long history of strong cash flow generation, investing in the business, and returning significant capital to shareholders—all of which will remain important in the future.

Sustaining an Agile, Accountable, and Inclusive Culture

Fostering a diverse, equitable, and inclusive environment for Kohl’s associates, customers, and suppliers is an important focus of ours. We established a diversity and inclusion framework in 2020 that includes a number of key initiatives across three pillars: Our People, Our Customers, and Our Communities. In addition, we continue to build on the Company’s commitment to Environmental, Social, and Corporate Governance (“ESG”). We have established 2025 goals related to climate change, waste and recycling, and sustainable sourcing, and Kohl’s has earned many ESG-related awards.

2021 Outlook

Our current expectations for 2021 are as follows:

 

 

 

Net sales

Increase mid-teens %

Operating margin

4.5% - 5.0%

Earnings per diluted share

$2.45 - $2.95

Capital expenditures

$550 - $600 million

Share repurchases

$200 - $300 million

 

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Results of Operations

Net Sales

Net sales includes revenue from the sale of merchandise, net of expected returns and shipping revenue.

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 12 months, stores that have been closed, and stores where square footage has changed by more than 10%. 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.

As our stores were closed for a period during fiscal 2020, we have not included a discussion of 2020 comparable sales as we do not believe it is a meaningful metric over this period of time.

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 is a meaningful metric in evaluating our performance of ongoing operations period over period. 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.

The following graph summarizes net sales dollars and comparable sales over the prior year:

 

 

2020 compared to 2019

Net sales decreased $3.9 billion, or 20.4%, to $15.0 billion for 2020.

 

The decrease reflects the continued impact of COVID-19 which includes the temporary nationwide closure of our stores on March 20, 2020 resulting in a decrease in transactions. All of our stores reopened during the second quarter of 2020.

 

Digital sales increased 29% for the year. Digital penetration represented 40% of net sales in 2020.

 

By line of business, Home and Children’s outperformed the Company average. Women’s, Men’s, Footwear, and Accessories underperformed the Company average.

 

Active continued to be a key strategic initiative for 2020 and outperformed the Company average.

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2019 compared to 2018

Net sales decreased $282 million, or 1.5% to $18.9 billion for 2019.

 

The decrease was primarily due to a 1.3% decrease in comparable sales driven by a decrease in average transaction value.

 

Digital sales had a low double digits percentage increase in 2019. Digital penetration represented 24% of net sales in 2019.

 

By line of business, Children’s, Men’s, Accessories, and Footwear outperformed the Company average. Home and Women’s underperformed the Company average.

 

Active continued to be a key strategic initiative that contributed to our sales growth in 2019.

 

Geographically, the Midwest, Mid-Atlantic, and Northeast outperformed the Company average.

Other Revenue

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.

The following graph summarizes other revenue:

 

 

Other revenue decreased $165 million in 2020 and increased $27 million in 2019. The decrease in 2020 was due to lower credit card revenue due to lower accounts receivable balances associated with lower sales and a higher payment rate resulting in less interest, late fees, and write-off activity. The increase in 2019 was due to higher credit card revenue.

Cost of Merchandise Sold and Gross Margin

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 for digital sales; terms cash discount; and depreciation of product development facilities and equipment. 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.

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The following graph summarizes cost of merchandise sold and gross margin as a percent of net sales:

 

 

Gross margin is calculated as net sales less cost of merchandise sold. Gross margin as a percent of net sales decreased 464 basis points in 2020 and 64 basis points in 2019. The decrease in 2020 was driven by approximately 195 bps due to the inventory actions taken in the first quarter of 2020, approximately 210 bps due to higher shipping costs resulting from increased digital sales penetration, and approximately 60 bps due to the mix of business partially offset by strong inventory management and pricing and promotion optimization. The decrease in 2019 was driven by higher shipping costs resulting from digital growth, an increase in promotional markdowns, and mix of business.

Selling, General, and Administrative Expenses

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 both the change in these variable expenses and the expense as a percent of revenue. 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".

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The following graph summarizes the decreases in SG&A by expense type between 2019 and 2020:

 

 

SG&A decreased $684 million, or 12%, to $5.0 billion for 2020. As a percentage of revenue, SG&A deleveraged by 291 basis points.

The decrease was primarily driven by a reduction in store expenses due to a reduction in sales and staffing model changes, lower marketing expense due to reductions in all working media channels, reduced capital spending in technology, and lower credit expenses due to lower payroll and operating costs. Corporate expenses decreased due to lower general corporate costs. Distribution costs, which exclude payroll related to online originated orders that were shipped from our stores, were $346 million for 2020 compared to $350 million for 2019. This decrease was driven by lower payroll and transportation costs as a result of lower volume due to COVID-19. Partially offsetting the decrease in SG&A expenses in 2020 were expenses related to the COVID-19 pandemic which primarily consisted of incremental employee compensation and benefits as well as cleaning and protective supplies. Included in these expenses was the retention credit benefit we were eligible for under The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). The CARES Act, enacted on March 27, 2020, provides eligible employers with an employee retention credit equal to 50% of qualified wages paid to employees who were not providing services to the Company due to the impact of COVID-19.

The following graph summarizes the increases and (decreases) in SG&A by expense type between 2018 and 2019:

 

 

SG&A increased $104 million, or 1.9%, to $5.7 billion for 2019. As a percentage of revenue, SG&A deleveraged by 88 basis points.

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The increase in store expenses reflects higher rent expense, primarily due to the new lease accounting standard, costs related to brand launches, the Amazon returns program, and wage pressure. Distribution costs, which exclude payroll related to online originated orders that were shipped from our stores, were $350 million for 2019. This increased $38 million due to higher transportation and payroll costs at our E-Commerce fulfillment centers driven by growth in digital sales. Marketing costs reflect higher digital and broadcast spend. Technology costs increased as we continue to invest in our business. Expenses from our credit card operations decreased due to savings in payroll and operating costs. Corporate and other expenses decreased due to lower general corporate costs and incentives.

Other Expenses

 

(Dollars in Millions)

2020

2019

2018

Depreciation and amortization

 

$

874

 

 

$

917

 

 

$

964

 

Impairments, store closing, and other costs

 

 

89

 

 

 

113

 

 

 

104

 

(Gain) on sale of real estate

 

 

(127)

 

 

 

 

 

 

 

Interest expense, net

 

 

284

 

 

 

207

 

 

 

256

 

(Gain) loss on extinguishment of debt

 

 

 

 

 

(9

)

 

 

63

 

 

Depreciation and amortization decreases were driven by maturity of our store portfolio and reduced capital spending in 2020.

Depreciation and amortization decreases in 2019 were driven by the maturing of our stores and the impact of the new lease accounting standard offset by higher amortization due to investments in technology.

Impairments, store closing, and other costs in 2020 included total asset impairments of $68 million, which consisted of $51 million related to capital reductions and strategy changes due to COVID-19 and $17 million related to impairments of corporate facilities and lease assets. It also included a $21 million corporate restructuring charge, $15 million in brand exit costs, and a $2 million contract termination fee due to COVID-19, offset by a $13 million gain on an investment previously impaired and $4 million gain on lease termination.

Impairments, store closing, and other costs in 2019 included $52 million of asset impairment charges related to the closure of four Kohl’s stores and four Off-Aisle clearance centers, $30 million in severance, which included our corporate restructuring effort along with the execution of a voluntary role reduction program, $10 million related to brand exits, and a $21 million impairment related to technology projects that no longer aligned with our strategic plans. Impairments, store closing, and other costs in 2018 included the following expenses related to closing four stores, consolidating call center locations which supported both Kohl’s charge and online customers, a voluntary retirement program, and the impairment of certain assets.

 

(Dollars in Millions)

2020

2019

2018

Severance, early retirement, and other

$

21

 

$

40

 

$

32

 

Impairments:

 

 

 

 

 

 

 

 

 

Buildings and other store assets

 

18

 

 

52

 

 

36

 

Intangible and other assets

 

50

 

 

21

 

 

36

 

Impairments, store closings, and other costs

$

89

 

$

113

 

$

104

 

 

During fiscal 2020, we recognized a gain of $127 million from the sale leaseback transaction of our San Bernardino E-commerce fulfillment and distribution centers.

Net interest expense increased in 2020 as a result of higher interest expense due to the outstanding balance on the revolving credit facility which was fully paid in October 2020, and the $600 million of notes issued in April 2020. Net interest expense decreased in 2019 due primarily to the benefits of debt reductions in 2018 and adoption of the new lease accounting standard in the first quarter of 2019.

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Gain on extinguishment of debt of $9 million in 2019 resulted from the purchase of leased equipment that was accounted for as a financing obligation.

Loss on the extinguishment of debt of $63 million in 2018 resulted from a $413 million make-whole call and a $500 million cash tender offer in 2018.

Income Taxes

 

(Dollars in Millions)

2020

2019

2018

(Benefit) provision for income taxes

 

$

(383

)

 

$

210

 

 

$

241

 

Effective tax rate

 

 

70.2

%

 

 

23.3

%

 

 

23.2

%

 

Our effective tax rate in 2020 includes the full year benefit for the net operating loss carryback provision from the CARES Act enacted on March 27, 2020. This provision allows losses generated in 2020 to be carried back to the five preceding years, which include years in which the statutory tax rate was 35%. The effective tax rates in 2019 and 2018 reflect the federal statutory rate of 21%.

GAAP to Non-GAAP Reconciliation

 

(Dollars in Millions, Except per Share Data)

Operating (Loss) Income

(Loss) Income before Income Taxes

Net (Loss) Income

(Loss) Earnings per Diluted Share

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP

$

(262

)

$

(546

)

$

(163

)

$

(1.06

)

Impairments, store closing, and other costs

 

 

89

 

 

 

89

 

 

 

89

 

 

 

0.58

 

(Gain) on sale of real estate

 

 

(127

)

 

 

(127

)

 

 

(127

)

 

 

(0.82

)

Income tax impact of items noted above

 

 

 

 

 

 

 

 

15

 

 

 

0.09

 

Adjusted (non-GAAP)

$

(300

)

$

(584

)

$

(186

)

$

(1.21

)

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP

$

1,099

 

 

$

901

 

$

691

 

$

4.37

 

Impairments, store closing, and other costs

 

 

113

 

 

 

113

 

 

 

113

 

 

 

0.71

 

(Gain) on extinguishment of debt

 

 

 

 

 

(9

)

 

 

(9

)

 

 

(0.06

)

Income tax impact of items noted above

 

 

 

 

 

 

 

 

(26

)

 

 

(0.16

)

Adjusted (non-GAAP)

$

1,212

 

$

1,005

 

$

769

 

$

4.86

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP

$

1,361

 

$

1,042

 

$

801

 

$

4.84

 

Impairments, store closing, and other costs

 

 

104

 

 

 

104

 

 

 

104

 

 

 

0.63

 

Loss on extinguishment of debt

 

 

 

 

 

63

 

 

 

63

 

 

 

0.38

 

Income tax impact of items noted above

 

 

 

 

 

 

 

 

(41

)

 

 

(0.25

)

Adjusted (non-GAAP)

$

1,465

 

$

1,209

 

$

927

 

$

5.60

 

 

We believe adjusted results are useful because they provide enhanced visibility into our ongoing results for the periods excluding the impact of certain items such as those included in the table above. However, these non-GAAP financial measures are not intended to replace GAAP measures.

Inflation

In addition to COVID-19, we expect that our operations will continue to be influenced by general economic conditions, including food, fuel, and energy prices, higher unemployment, and costs to source our merchandise, including tariffs. There can be no assurances that such factors will not impact our business in the future.

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Liquidity and Capital Resources

Financial liquidity and flexibility are a key focus of our response to COVID-19. As previously mentioned, we took various actions during 2020 to preserve our financial liquidity and flexibility.

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

 

•   Capital expenditures

 

•   Inventory

 

•   Share repurchases

 

•   Dividend payments

 

•   Debt reduction

•   Cash flow from operations

 

•   Short-term trade credit, in the form of extended payment terms

 

•   Line of credit under our revolving credit facility

 

•   Issuance of debt

 

 

Our working capital and inventory levels typically build throughout the fall, peaking during the November and December holiday selling season. Due to COVID-19, typical working capital and inventory patterns did not occur in 2020.

The following table includes cash balances and changes:

 

(Dollars in Millions)

2020

2019

2018

Cash and cash equivalents

 

$

2,271

 

 

$

723

 

 

$

934

 

Net cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

   Operating activities

 

$

1,338

 

 

$

1,657

 

 

$

2,107

 

   Investing activities

 

 

(137

)

 

 

(837

)

 

 

(572

)

   Financing activities

 

 

347

 

 

 

(1,031

)

 

 

(1,909

)

Free cash flow (a)

 

$

908

 

 

$

700

 

 

$

1,403

 

(a)

Non-GAAP financial measure

 

Operating Activities

Operating activities generated cash of $1.3 billion in 2020 compared to cash of $1.7 billion in 2019. The decrease was primarily attributable to the decline in net income resulting from decreased sales due to the temporary nationwide store closures due to COVID-19 and changes in other current and long-term assets offset by the decrease in merchandise inventories.

Operating activities generated cash of $1.7 billion in 2019 compared to cash of $2.1 billion in 2018. The decrease was primarily attributable to lower net income and changes in accrued and other operating liabilities.

Investing Activities

Net cash used in Investing activities decreased $700 million to $137 million in 2020. The decrease was due to reductions in capital spending as part of our response to COVID-19 as well as the proceeds from the sale of real estate.

Net cash used in Investing activities increased $265 million to $837 million in 2019. The increase was primarily due to the investments in our sixth E-commerce fulfillment center, store strategies that include new stores and capital improvements to existing stores, and technology investments.

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The following chart summarizes capital expenditures by major category:

 

 

Financing Activities

Financing activities generated cash of $347 million in 2020 compared to $1.0 billion used in 2019.

In March 2020, we fully drew down our $1.0 billion senior unsecured revolver. In April 2020, we replaced and upsized the unsecured credit facility with a $1.5 billion senior secured, asset based revolving credit facility maturing in July 2024. In October 2020, we paid $1.0 billion to fully repay our revolver and have $1.5 billion available for utilization. No borrowings were outstanding on the credit facility as of January 30, 2021, February 1, 2020, or February 2, 2019.

In April 2020, we issued $600 million of 9.50% notes with semi-annual interest payments beginning in November 2020. The notes mature in May 2025. We used part of the net proceeds from this offering to repay $500 million of the borrowings under our senior secured, asset based revolving credit facility with the remainder for general corporate purposes.

As a result of the suspension of our share repurchase program in response to COVID-19, treasury stock purchases in 2020 were $8 million compared to $470 million in 2019. Share repurchases are discretionary in nature. The timing and amount of repurchases are based upon available cash balances, our stock price, and other factors.

Cash dividend payments were $108 million ($0.704 per share) in 2020 and $423 million ($2.68 per share) in 2019. In response to COVID-19, the dividend program was suspended beginning in the second quarter of 2020. The Company remains committed to paying a dividend and reinstated the dividend in the first quarter of 2021.

As of January 30, 2021, our credit ratings and outlook were as follows:

 

 

Moody’s

Standard & Poor’s

Fitch

Long-term debt

Baa2

BBB-

 

BBB-

Outlook

Negative

Negative

Negative

 

Free Cash Flow

We generated $908 million of free cash flow for 2020 compared to $700 million in 2019. The increase is primarily due to reductions in capital spending as part of our response to COVID-19, partially offset by a reduction in cash provided by operating activities. Free cash flow is a non-GAAP financial measure which we define as net cash provided by operating activities and proceeds from financing obligations (which generally represent landlord reimbursements of construction costs) less capital expenditures and finance lease and financing obligation

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payments. Free cash flow should be evaluated in addition to, and not considered a substitute for, other financial measures such as net income and net cash provided by operating activities. We believe that free cash flow represents our ability to generate additional cash flow from our business operations.

The following table reconciles net cash provided by operating activities (a GAAP measure) to free cash flow (a non-GAAP measure):

 

(Dollars in Millions)

2020

2019

2018

Net cash provided by operating activities

 

$

1,338

 

 

$

1,657

 

 

$

2,107

 

Acquisition of property and equipment

 

 

(334

)

 

 

(855

)

 

 

(578

)

Finance lease and financing obligation payments

 

 

(105

)

 

 

(113

)

 

 

(126

)

Proceeds from financing obligations

 

 

9

 

 

 

11

 

 

 

 

Free cash flow

 

$

908

 

 

$

700

 

 

$

1,403

 

 

Key Financial Ratios

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

 

(Dollars in Millions)

2020

2019

Working capital

 

$

2,813

 

 

$

1,880

 

Current ratio

 

 

1.93

 

 

 

1.68

 

 

The increase in our working capital and current ratio are primarily due to higher cash balances as a result of debt issuances, lower capital expenditures, proceeds from the sale of real estate, cash provided by operating activities, lower dividend payment, and share repurchases, offset by a decrease in merchandise inventory.

 

Return on Investment Ratios

The following table provides additional non-GAAP financial measures of our return on investments:

 

 

2020

2019

2018

Return on gross investment ("ROI")

 

5.2

%

 

12.8

%

 

13.4

%

Adjusted ROI

 

4.9

%

 

13.4

%

 

14.0

%

 

Changes in earnings drove changes in our return on investment ratios. Additionally, the adoption of the new lease accounting standard impacted our return on investment ratios positively by approximately 60 bps in 2019 compared to 2018.

We believe that ROI is a useful financial measure in evaluating our operating performance. When analyzed in conjunction with our net earnings and total assets, it provides investors with a useful tool to evaluate our ongoing operations and our management of assets from period to period. ROI is a non-GAAP financial measure which we define as earnings before interest, taxes, depreciation, amortization, and rent (“EBITDAR”) divided by average gross investment. EBITDAR is a useful non-GAAP measure that excludes items that are non-operating in nature and focuses on items that are key to our operating performance. Our ROI calculation may not be comparable to similarly titled measures reported by other companies. ROI should be evaluated in addition to, and not considered a substitute for, other GAAP financial measures. Return on investment ratios that are adjusted for certain items are useful financial measures because they illustrate the impact of these items on each metric. See the key financial ratio calculations below for our ROI and Adjusted ROI calculations.

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Capital Structure Ratio

The following table provides additional non-GAAP financial measures of our capital structure:

 

 

2020

2019

Adjusted debt to adjusted EBITDAR

 

 

7.59

 

 

 

2.51

 

 

The increase in our Adjusted debt to adjusted EBITDAR ratio is primarily due to lower operating income.

Adjusted debt to adjusted EBITDAR is a non-GAAP financial measure which we define as our adjusted outstanding debt balance divided by adjusted EBITDAR. We believe that our debt levels are best analyzed using this measure. Our current goals are to maintain a ratio that demonstrates our commitment to an investment grade rating and allows us to operate with an efficient capital structure for our size, growth plans, and industry. Our adjusted debt to adjusted EBITDAR calculation may not be comparable to similarly-titled measures reported by other companies. Adjusted debt to adjusted EBITDAR should be evaluated in addition to, and not considered a substitute for, other GAAP financial measures. See the key financial ratio calculations section below for our adjusted debt to adjusted EBITDAR calculation.

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 January 30, 2021, we were in compliance with all covenants and expect to remain in compliance during 2021.

Key Financial Ratio Calculations

The following table includes our ROI calculation. All ratios are non-GAAP financial measures:

 

(Dollars in Millions)

2020

2019

2018

Operating (loss) income

$

(262

)

$

1,099

 

$

1,361

 

Depreciation and amortization

 

874

 

 

917

 

 

964

 

Rent expense

 

314

 

 

314

 

 

301

 

EBITDAR

 

926

 

 

2,330

 

 

2,626

 

Impairments, store closing, and other costs

 

89

 

 

113

 

 

104

 

(Gain) on sale of real estate

 

(127

)

 

 

 

 

Adjusted EBITDAR

$

888

 

$

2,443

 

$

2,730

 

Average: (a)

 

 

 

 

 

 

 

 

 

Total assets

$

15,288

 

$

14,802

 

$

13,161

 

Cash equivalents and long-term investments (b)

 

(1,704

)

 

(393

)

 

(753

)

Other assets

 

(30

)

 

(31

)

 

(33

)

Accumulated depreciation and amortization

 

7,414

 

 

6,854

 

 

7,812

 

Accounts payable

 

(1,559

)

 

(1,495

)

 

(1,580

)

Accrued liabilities

 

(1,193

)

 

(1,264

)

 

(1,235

)

Other long-term liabilities

 

(275

)

 

(231

)

 

(658

)

Capitalized rent (c)

 

 

 

 

 

2,831

 

Gross investment (“AGI”)

$

17,941

 

$

18,242

 

$

19,545

 

ROI (d)

 

5.2

%

 

12.8

%

 

13.4

%

Adjusted ROI (d)

 

4.9

%

 

13.4

%

 

14.0

%

(a)

Represents average of five most recent quarter-end balances. For 2019, fourth quarter 2018 balances were adjusted to reflect the impact of the new lease accounting standard.

(b)

Represents excess cash not required for operations.

(c)

Represents ten times store rent and five times equipment/other rent. This is not applicable in 2020 and 2019 as operating leases are now recorded on the balance sheet due to the adoption of the new lease accounting standard.

(d)

EBITDAR or adjusted EBITDAR, as applicable, divided by gross investment.

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The following table includes our adjusted debt to adjusted EBITDAR calculation:

 

(Dollars in Millions)

2020

2019

Finance lease and financing obligations

 

$

1,502

 

 

$

1,491

 

Long-term debt

 

 

2,451

 

 

 

1,856

 

Total debt

 

$

3,953

 

 

$

3,347

 

Operating leases

 

 

2,786

 

 

 

2,777

 

Adjusted debt

 

$

6,739

 

 

$

6,124

 

Operating (loss) income

 

$

(262

)

 

$

1,099

 

Depreciation and amortization

 

 

874

 

 

 

917

 

Rent expense

 

 

314

 

 

 

314

 

EBITDAR

 

 

926

 

 

 

2,330

 

Impairments, store closing, and other costs

 

 

89

 

 

 

113

 

(Gain) on sale of real estate

 

 

(127

)

 

 

 

Adjusted EBITDAR

 

$

888

 

 

$

2,443

 

Adjusted debt to adjusted EBITDAR

 

 

7.59

 

 

 

2.51

 

Contractual Obligations

Our contractual obligations as of January 30, 2021 were as follows:

 

 

Maturing in:

(Dollars in Millions)

Total

2021

2022

and

2023

2024

and

2025

2026

and

after

Recorded contractual obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding long-term debt

 

$

2,467

 

 

$

 

 

$

534

 

 

$

1,250

 

 

$

683

 

Finance lease and financing obligations (a)

 

 

1,283

 

 

 

109

 

 

 

185

 

 

 

128

 

 

 

861

 

Operating leases (a)

 

 

2,786

 

 

 

157

 

 

 

313

 

 

 

247

 

 

 

2,069

 

Other (b)

 

 

4

 

 

 

2

 

 

 

2

 

 

 

 

 

 

 

 

 

 

6,540

 

 

 

268

 

 

 

1,034

 

 

 

1,625

 

 

 

3,613

 

Unrecorded contractual obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest payments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

1,247

 

 

 

153

 

 

 

300

 

 

 

191

 

 

 

603

 

Finance lease and financing obligations (a)

 

 

1,735

 

 

 

131

 

 

 

240

 

 

 

214

 

 

 

1,150

 

     Operating leases (a)

 

 

2,077

 

 

 

156

 

 

 

286

 

 

 

256

 

 

 

1,379

 

Other (b)

 

 

540

 

 

 

245

 

 

 

232

 

 

 

56

 

 

 

7

 

 

 

 

5,599

 

 

 

685

 

 

 

1,058

 

 

 

717

 

 

 

3,139

 

Total

 

$

12,139

 

 

$

953

 

 

$

2,092

 

 

$

2,342

 

 

$

6,752

 

(a)

Our leases typically require that we pay taxes, insurance and maintenance costs in addition to the minimum rental payments included in the table above. Such costs vary from period to period and totaled $183 million for 2020, $189 million for 2019, and $183 million for 2018. Additionally, the lease term includes cancelable option periods where failure to exercise such options would result in an economic penalty.

(b)

Other includes royalties, legally binding minimum lease and interest payments for stores opening in 2021 or later, as well as payments associated with technology and marketing agreements.

 

Off-Balance Sheet Arrangements

We have not provided any financial guarantees as of year-end 2020.

We have not created, and are not 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 the financial statements that are reasonably likely to materially affect our financial condition, liquidity, results of operations, or capital resources.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect reported amounts. Management has discussed the development, selection, and disclosure of these estimates and assumptions with the Audit Committee of our Board of Directors.

Retail Inventory Method and Inventory Valuation

Merchandise inventories are valued at the lower of cost or market using the retail inventory method (“RIM”). Under RIM, the valuation of inventory at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the retail value of inventory. RIM is an averaging method that has been widely used in the retail industry due to its practicality. The use of RIM will result in inventory being valued at the lower of cost or market since permanent markdowns are taken as a reduction of the retail value of inventories. A reserve is recorded if the future estimated selling price is less than cost.

RIM inherently requires management judgment and estimates, such as the amount and timing of permanent markdowns to clear unproductive or slow-moving inventory, which may impact the ending inventory valuation as well as gross margin. Factors considered in the determination of permanent markdowns include current and anticipated demand, customer preferences, age of the merchandise, fashion trends, and weather conditions.

Inventory shrinkage is estimated as a percent of sales for the period between the last physical inventory count and the balance sheet date. Shrink is the difference between the recorded amount of inventory and the physical inventory. We perform an annual physical inventory count at the majority of our stores, E-Commerce fulfillment centers, and distribution centers. The shrinkage rate from the most recent physical inventory, in combination with current events and historical experience, is used as the standard for the shrinkage accrual rate for the next inventory cycle. Historically, our actual physical inventory count results have shown our estimates to be reliable.

Vendor Allowances

We frequently receive allowances from our vendors for markdowns that we have taken in order to sell the vendor’s merchandise and/or to support gross margins earned on those sales. This markdown support generally relates to sold inventory or permanent markdowns and, accordingly, is reflected as a reduction to cost of merchandise sold. Markdown support related to merchandise that has not yet been sold is recorded in inventory.

We also receive support from vendors for marketing and other costs that we have incurred to sell the vendors’ merchandise. To the extent the reimbursements are for specific, incremental, and identifiable costs incurred to sell the vendor's products and do not exceed the costs incurred, they are recognized as a reduction of selling, general, and administrative expenses. If these criteria are not met, the support is recorded in inventory and reflected as a reduction of costs of merchandise sold when the related merchandise is sold.

Insurance Reserve Estimates

We are primarily self-insured for costs related to workers’ compensation, general liability, and employee-related health care benefits. We use a third-party actuary to estimate the liabilities associated with these risks. The actuary considers historical claims experience, demographic and severity factors, health care trends, and actuarial assumptions to estimate the liabilities associated with these risks. Historically, our actuarial estimates have not been materially different from actual results.

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Impairment of Long-Lived Assets

We review our long-lived assets for impairment when events or changes in circumstances, such as decisions to close a store or significant cash flow losses, indicate the carrying value of the asset may not be recoverable. All long-lived assets are reviewed for impairment at least annually.

If our evaluations, which are performed on an undiscounted cash flow basis, indicate that the carrying amount of the asset may not be recoverable, the potential impairment is measured as the excess of carrying value over the fair value of the impaired asset.

Identifying impaired assets and quantifying the related impairment loss, if any, requires significant estimates by management. The most significant of these estimates is the cash flow expected to result from the use and eventual disposition of the asset. When determining the stream of projected future cash flows associated with an individual store, management estimates future store performance including sales, gross margin, and controllable expenses, such as store payroll and occupancy expense. Projected cash flows must be estimated for future periods throughout the remaining life of the property, which may be as many as 40 years in the future. The accuracy of these estimates will be impacted by a number of factors including general economic conditions, changes in competitive landscape and our ability to effectively manage the operations of the store.

Income Taxes

We regularly evaluate the likelihood of realizing the benefit for income tax positions we have taken in various federal and state filings by considering all relevant facts, circumstances, and information available to us. If we believe it is more likely than not that our position will be sustained, we recognize a benefit at the largest amount which we believe is cumulatively greater than 50% likely to be realized.

Unrecognized tax benefits require significant management judgment regarding applicable statutes and their related interpretation, the status of various income tax audits, and our particular facts and circumstances. Also, as audits are completed or statutes of limitations lapse, it may be necessary to record adjustments to our taxes payable, deferred tax assets, tax reserves, or income tax expense. Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. Income taxes are further described in Note 5 of the Consolidated Financial Statements.

Leases

Accounting for leased properties requires compliance with technical accounting rules and significant judgment by management. Application of these accounting rules and assumptions made by management will determine if we are considered the owner for accounting purposes or whether the lease is accounted for as a finance or operating lease.

The following are significant estimates used by management in accounting for real estate and other leases:

 

Accounting lease term—Our accounting lease term includes all noncancelable periods and renewal periods that are reasonably assured of being exercised. Typically, renewal options are considered reasonably assured of being exercised if we have made significant leasehold improvements that would exceed the initial or renewal lease term and the cash flow performance of the store remains strong. The expected lease term is used in determining whether the lease is accounted for as an operating lease or a finance lease.

 

Incremental borrowing rate—The incremental borrowing rate is the rate of interest that the lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The incremental borrowing rate is used in determining whether the lease is accounted for as an operating lease or a finance lease.

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Fair market value of leased asset—The fair market value of leased retail property is generally estimated based on comparable market data as provided by third-party appraisers or consideration received from the landlord. Fair market value is used in determining whether the lease is accounted for as an operating lease or a finance lease.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

All of our long-term debt at year-end 2020 is at fixed interest rates and, therefore, is not affected by changes in interest rates. When our long-term debt instruments mature, we may refinance them at the existing market interest rates, which may be more or less than interest rates on the maturing debt.

We share in the net risk-adjusted revenue of the Kohl’s credit card portfolio as defined by the sum of finance charges, late fees, and other revenue less write-offs of uncollectible accounts. We also share the costs of funding the outstanding receivables as interest rates exceed defined rates. As a result, our share of profits from the credit card portfolio may be negatively impacted by increases in interest rates. The reduced profitability, if any, will be impacted by various factors, including our ability to pass higher funding costs on to the credit card holders and the outstanding receivable balance, and cannot be reasonably estimated at this time.


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Item 8. Financial Statements and Supplementary Data

 

Schedules have been omitted as they are not applicable.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Kohl’s Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Kohl’s Corporation (the “Company“) as of January 30, 2021 and February 1, 2020, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows, for each of the three years in the period ended January 30, 2021, and the related notes (collectively referred to as the “consolidated financial statements“). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 30, 2021 and February 1, 2020, and the results of its operations and its cash flows for each of the three years in the period ended January 30, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 30, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 18, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company‘s management. Our responsibility is to express an opinion on the Company‘s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

 

 

Merchandise Inventories

At January 30, 2021, the Company’s merchandise inventories balance was $2.6 billion. As described in Note 1 to the consolidated financial statements, merchandise inventories are valued at the lower of cost or market using the retail inventory method (“RIM”). Under RIM, the valuation of inventory at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the retail value of inventory. RIM is an averaging method that has been widely used in the retail industry due to its practicality. The use of RIM results in inventory valued at lower of cost or market since permanent markdowns are taken as a reduction to the retail value of inventories.

The calculation of inventory under RIM includes a number of inputs including the retail value of inventory and adjustments to inventory costs such as markdown allowances, shrinkage, volume rebates, and permanent markdowns. As a result of the number of inputs, the relatively higher level of automation impacting the inventory process, and the involvement of multiple software applications used to capture the high volume of transactions processed by the Company, auditing inventory requires extensive audit effort. In addition, the inventory process is supported by a number of automated and IT dependent controls that elevate the importance of the IT general controls that support the underlying software applications including those developed by the Company.

Description of the Matter

 

 

How We Addressed the Matter in Our Audit

 

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s inventory process, including the RIM calculation and underlying IT general controls, and controls over the data transfers between applications.

Our substantive audit procedures included, among others, evaluating the key inputs into the RIM calculation, including purchases, sales, shrinkage, vendor allowances, and markdowns. Our testing included agreeing data back to source information including third party vendor invoices, third party inventory count information, and cash receipts. We also performed analytical procedures including margin analysis, analytics with respect to key inventory metrics such as shrinkage, turns, and store inventory in conjunction with analysis related to markdowns and purchase price adjustments.

 

 

Unrecognized Tax Benefits

 

Description of the Matter

 

As described in Note 5 to the consolidated financial statements, at January 30, 2021, the Company had gross unrecognized tax benefits of $298 million. The Company’s uncertain tax positions are subject to audit by federal and state taxing authorities, and the resolution of such audits may span multiple years.

Management’s analysis of the extent to which its tax positions in certain jurisdictions are more-likely-than-not to be sustained was significant to our audit because the amounts are material to the financial statements and the related assessment process is complex and involves significant judgments. Such judgments included the interpretation of laws, regulations, and tax rulings related to uncertain tax positions.

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How We Addressed the Matter in Our Audit

 

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to assess whether tax positions are more-likely-than-not to be sustained upon examination. For example, we tested controls over management’s identification of uncertain tax positions and its application of the recognition and measurement principles, including management’s review of the inputs and calculations of unrecognized tax benefits resulting from uncertain tax positions.

To test management’s recognition and measurement of liabilities associated with uncertain tax positions, our audit procedures included, among others, evaluation of the status of open income tax examinations and the potential implications of those examinations on the current year income tax provision based on the application of income tax laws. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations. We also tested the technical merits of existing positions, including an evaluation of whether the positions are more-likely-than-not to be sustained in an examination and the statute of limitations assumptions related to the Company’s calculation of liabilities for uncertain tax positions. We involved our tax professionals to assist in the evaluation of tax law relative to the Company’s open income tax examinations.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1986.

Milwaukee, Wisconsin

March 18, 2021

 

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KOHL’S CORPORATION

CONSOLIDATED BALANCE SHEETS

 

(Dollars in Millions)

January 30,

2021

February 1,

2020

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

$

2,271

 

$

723

 

Merchandise inventories

 

2,590

 

 

3,537

 

Other

 

974

 

 

389

 

Total current assets

 

5,835

 

 

4,649

 

Property and equipment, net

 

6,689

 

 

7,352

 

Operating leases

 

2,398

 

 

2,391

 

Other assets

 

415

 

 

163

 

Total assets

$

15,337

 

$

14,555

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

$

1,476

 

$

1,206

 

Accrued liabilities

 

1,270

 

 

1,281

 

Current portion of:

 

 

 

 

 

 

Finance lease and financing obligations

 

115

 

 

124

 

Operating leases

 

161

 

 

158

 

Total current liabilities

 

3,022

 

 

2,769

 

Long-term debt

 

2,451

 

 

1,856

 

Finance lease and financing obligations

 

1,387

 

 

1,367

 

Operating leases

 

2,625

 

 

2,619

 

Deferred income taxes

 

302

 

 

260

 

Other long-term liabilities

 

354

 

 

234

 

Shareholders’ equity:

 

 

 

 

 

 

Common stock - 377 and 375 million shares issued

 

4

 

 

4

 

Paid-in capital

 

3,319

 

 

3,272

 

Treasury stock, at cost, 219 and 219 million shares

 

(11,595

)

 

(11,571

)

Retained earnings

 

13,468

 

 

13,745

 

Total shareholders’ equity

$

5,196

 

$

5,450

 

Total liabilities and shareholders’ equity

$

15,337

 

$

14,555

 

 

See accompanying Notes to Consolidated Financial Statements

 

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KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(Dollars in Millions, Except per Share Data)

2020

2019

2018

Net sales

 

$

15,031

 

 

$

18,885

 

 

$

19,167

 

Other revenue

 

 

924

 

 

 

1,089

 

 

 

1,062

 

Total revenue

 

 

15,955

 

 

 

19,974

 

 

 

20,229

 

Cost of merchandise sold

 

 

10,360

 

 

 

12,140

 

 

 

12,199

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

 

5,021

 

 

 

5,705

 

 

 

5,601

 

Depreciation and amortization

 

 

874

 

 

 

917

 

 

 

964

 

Impairments, store closing, and other costs

 

 

89

 

 

 

113

 

 

 

104

 

(Gain) on sale of real estate

 

 

(127

)

 

 

 

 

 

 

Operating (loss) income

 

 

(262

)

 

 

1,099

 

 

 

1,361

 

Interest expense, net

 

 

284

 

 

 

207

 

 

 

256

 

(Gain) loss on extinguishment of debt

 

 

 

 

 

(9

)

 

 

63

 

(Loss) income before income taxes

 

 

(546

)

 

 

901

 

 

 

1,042

 

(Benefit) provision for income taxes

 

 

(383

)

 

 

210

 

 

 

241

 

Net (loss) income

 

$

(163

)

 

$

691

 

 

$

801

 

Net (loss) income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(1.06

)

 

$

4.39

 

 

$

4.88

 

Diluted

 

$

(1.06

)

 

$

4.37

 

 

$

4.84

 

 

See accompanying Notes to Consolidated Financial Statements

 

 

 

 

 

 

 

 

 

 

 

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Table of Contents

 

 

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

(Dollars in Millions, Except per Share Data)

2020

2019

2018

Common stock

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

4

 

$

4

 

$

4

 

Stock-based awards

 

 

 

 

 

 

Balance, end of period

$

4

 

$

4

 

$

4

 

 

 

 

 

 

 

 

 

 

 

Paid-in capital

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

3,272

 

$

3,204

 

$

3,078

 

Stock-based awards

 

47

 

 

68

 

 

126

 

Balance, end of period

$

3,319

 

$

3,272

 

$

3,204

 

 

 

 

 

 

 

 

 

 

 

Treasury stock

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

(11,571

)

$

(11,076

)

$

(10,651

)

Treasury stock purchases

 

(8

)

 

(470

)

 

(396

)

Stock-based awards

 

(22

)

 

(31

)

 

(34

)

Dividends paid

 

6

 

 

6

 

 

5

 

Balance, end of period

$

(11,595

)

$

(11,571

)

$

(11,076

)

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive (loss) income (a)

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

 

$

 

$

(11

)

Other comprehensive income

 

 

 

 

 

11

 

Balance, end of period

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

13,745

 

$

13,395

 

$

12,999

 

Change in accounting standard (b)

 

 

 

88

 

 

 

Net (loss) earnings

 

(163

)

 

691

 

 

801

 

Dividends paid

 

(114

)

 

(429

)

 

(405

)

Balance, end of period

$

13,468

 

$

13,745

 

$

13,395

 

 

 

 

 

 

 

 

 

 

 

Total shareholders' equity, end of period

$

5,196

 

$

5,450

 

$

5,527

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

 

 

 

 

Shares, beginning of period

 

375

 

 

374

 

 

373

 

Stock-based awards

 

2

 

 

1

 

 

1

 

Shares, end of period

 

377

 

 

375

 

 

374

 

Treasury stock

 

 

 

 

 

 

 

 

 

Shares, beginning of period

 

(219

)

 

(211

)

 

(205

)

Treasury stock purchases

 

 

 

(8

)

 

(6

)

Shares, end of period

 

(219

)

 

(219

)

 

(211

)

Total shares outstanding, end of period

 

158

 

 

156

 

 

163

 

 

 

 

 

 

 

 

 

 

 

Dividends paid per common share

$

0.704

 

$

2.68

 

$

2.44

 

(a)

Includes loss on interest rate derivative and reclassification adjustment for interest expense included in net income. Tax effects of interest rate derivatives were $1 million in 2018.

(b)

Adoption of new lease accounting standard in 2019.

 

See accompanying Notes to Consolidated Financial Statements

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Table of Contents

 

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

(Dollars in Millions)

2020

2019

2018

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(163

)

 

$

691

 

 

$

801

 

 

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

874

 

 

 

917

 

 

 

964

 

 

Share-based compensation

 

 

40

 

 

 

56

 

 

 

87

 

 

Deferred income taxes

 

 

18

 

 

 

51

 

 

 

(31

)

 

Impairments, store closing, and other costs

 

 

64

 

 

 

64

 

 

 

72

 

 

(Gain) on sale of real estate

 

 

(127

)

 

 

 

 

 

 

 

(Gain) loss on extinguishment of debt

 

 

 

 

 

(9

)

 

 

63

 

 

Non-cash inventory costs

 

 

187

 

 

 

—  

 

 

 

—  

 

 

Non-cash lease expense

 

 

149

 

 

 

150

 

 

 

 

 

Other non-cash expense

 

 

22

 

 

 

11

 

 

 

18

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Merchandise inventories

 

 

768

 

 

 

(51

)

 

 

79

 

 

Other current and long-term assets

 

 

(813

)

 

 

48

 

 

 

106

 

 

Accounts payable

 

 

270

 

 

 

19

 

 

 

(84

)

 

Accrued and other long-term liabilities

 

 

199

 

 

 

(134

)

 

 

32

 

 

Operating lease liabilities

 

 

(150

)

 

 

(156

)

 

 

 

 

Net cash provided by operating activities

 

 

1,338

 

 

 

1,657

 

 

 

2,107

 

 

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of property and equipment

 

 

(334

)

 

 

(855

)

 

 

(578

)

 

Proceeds from sale of real estate

 

 

197

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

18

 

 

 

6

 

 

Net cash used in investing activities

 

 

(137

)

 

 

(837

)

 

 

(572

)

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of debt

 

 

2,097

 

 

 

 

 

 

 

 

Deferred financing costs

 

 

(19

)

 

 

 

 

 

 

 

Treasury stock purchases

 

 

(8

)

 

 

(470

)

 

 

(396

)

 

Shares withheld for taxes on vested restricted shares

 

 

(22

)

 

 

(31

)

 

 

(34

)

 

Dividends paid

 

 

(108

)

 

 

(423

)

 

 

(400

)

 

Reduction of long-term borrowing

 

 

(1,497

)

 

 

(6

)

 

 

(943

)

 

Premium paid on redemption of debt

 

 

 

 

 

 

 

 

(46

)

 

Finance lease and financing obligation payments

 

 

(105

)

 

 

(113

)

 

 

(126

)

 

Proceeds from stock option exercises

 

 

 

 

 

1

 

 

 

36

 

 

Proceeds from financing obligations

 

 

9

 

 

 

11

 

 

 

 

 

Net cash provided by (used in) financing activities

 

 

347

 

 

 

(1,031

)

 

 

(1,909

)

 

Net increase (decrease) in cash and cash equivalents

 

 

1,548

 

 

 

(211

)

 

 

(374

)

 

Cash and cash equivalents at beginning of period

 

 

723

 

 

 

934

 

 

 

1,308

 

 

Cash and cash equivalents at end of period

 

$

2,271

 

 

$

723

 

 

$

934

 

 

Supplemental information

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid, net of capitalized interest

 

$

254

 

 

$

193

 

 

$

282

 

 

Income taxes paid

 

 

419

 

 

 

172

 

 

 

308

 

 

Property and equipment acquired through:

 

 

 

 

 

 

 

 

 

 

 

 

 

     Finance lease liabilities

 

128

 

 

 

236

 

 

37

 

 

     Operating lease liabilities

 

165

 

 

 

106

 

 

 

 

 

Financing obligations

 

 

 

 

 

 

 

 

4

 

 

See accompanying Notes to Consolidated Financial Statements

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1. Business and Summary of Accounting Policies

Business

As of January 30, 2021, we operated 1,162 stores, a website (www.Kohls.com), and 12 FILA outlets. 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. Our website includes merchandise which is available in our stores, as well as merchandise which is available only online.

Our authorized capital stock consists of 800 million shares of $0.01 par value common stock and 10 million shares of $0.01 par value preferred stock.

Consolidation

The Consolidated Financial Statements include the accounts of Kohl’s Corporation and its subsidiaries including Kohl’s, Inc., its primary operating company. All intercompany accounts and transactions have been eliminated.

Accounting Period

Our fiscal year ends on the Saturday closest to January 31st each year. Unless otherwise stated, references to years in these notes relate to fiscal years rather than to calendar years. The following fiscal periods are presented in these notes:

 

Fiscal Year

Ended

Number of Weeks

2020

January 30, 2021

52

2019

February 1, 2020

52

2018

February 2, 2019

52

 

Use of Estimates

The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. We believe that our accounting estimates are appropriate and reflect the increased uncertainties surrounding the severity and duration of the COVID-19 pandemic. Actual results could differ from those estimates.

Cash and Cash Equivalents

In addition to money market investments, cash equivalents include commercial paper and certificates of deposit with original maturities of three months or less. We carry these investments at cost which approximates fair value.

Also included in cash and cash equivalents are amounts due from credit card transactions with settlement terms of less than five days. Credit and debit card receivables included within cash were $77 million at January 30, 2021 and $87 million at February 1, 2020.

Merchandise Inventories

Merchandise inventories are valued at the lower of cost or market using the Retail Inventory Method (“RIM”). Under RIM, the valuation of inventory at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the retail value of inventory. RIM is an averaging method that has been widely used in the retail industry due to its practicality. The use of RIM will result in inventory being valued at the lower of cost or market since permanent markdowns are taken as a reduction of the retail value of inventories. A reserve is recorded if the future estimated selling price is less than cost.

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Table of Contents

 

Other Current Assets

Other current assets consist of the following:

 

 

(Dollars in Millions)

January 30, 2021

February 1, 2020

 

Income taxes receivable

 

$

610

 

 

$

15

 

 

Other Receivables

 

 

179

 

 

 

182

 

 

Prepaids

 

 

172

 

 

 

171

 

 

Other

 

 

13

 

 

 

21

 

 

Other current assets (a)

 

$

974

 

 

$

389

 

 

(a)

See Note 5 of Notes to Consolidated Financial Statements for further discussion on income taxes.

 

Property and Equipment

Property and equipment consist of the following:

 

 

(Dollars in Millions)

January  30, 2021

February 1, 2020

 

Land

 

$

1,091

 

 

$

1,107

 

 

Buildings and improvements:

 

 

 

 

 

 

 

 

 

Owned

 

 

7,783

 

 

 

7,869

 

 

Leased

 

 

963

 

 

 

867

 

 

Fixtures and equipment

 

 

1,267

 

 

 

1,426

 

 

Information technology

 

 

2,855

 

 

 

2,806

 

 

Construction in progress

 

 

313

 

 

 

279

 

 

Total property and equipment, at cost

 

 

14,272

 

 

 

14,354

 

 

Less accumulated depreciation and amortization

 

 

(7,583

)

 

 

(7,002

)

 

Property and equipment, net

 

$

6,689

 

 

$

7,352

 

 

Construction in progress includes property and equipment which is not ready for its intended use.

Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Owned buildings and improvements include owned buildings on owned and leased land as well as leasehold improvements on leased properties. Leased property and improvements to leased property are amortized on a straight-line basis over the term of the lease or useful life of the asset, whichever is less. Leases are further described in Note 3 of the Consolidated Financial Statements.

The annual provisions for depreciation and amortization generally use the following ranges of useful lives:

 

 

Buildings and improvements

5-40 years

 

Fixtures and equipment

3-15 years

 

Information technology

3-8 years

 

Long-Lived Assets

All property and equipment and other long-lived assets are reviewed for potential impairment at least annually or when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than the carrying value of the assets. A potential impairment has occurred if projected future undiscounted cash flows are less than the carrying value of the assets. We recorded impairments of $68 million in 2020 in Impairments, store closing, and other costs of which $51 million was due to the impact of the COVID-19 pandemic and $17 million was related to impairments of corporate facilities and leases. We recorded impairments of $73 million in 2019 in Impairments, store closing, and other costs.

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Table of Contents

 

Leases

In the first quarter of 2020, we negotiated rent deferrals for a significant number of our stores, with repayment at later dates, primarily in the third and fourth quarter of 2020 and first and second quarter of 2021. These concessions provide a deferral of rent payments with no substantive changes to the original contract. Consistent with updated guidance from the Financial Accounting Standards Board (“FASB”) in April 2020, we have elected to treat the COVID-19 pandemic-related rent deferrals as accrued liabilities. We continued to recognize expense during the deferral periods.

Other Noncurrent Assets

Other noncurrent assets consist of the following:

 

 

(Dollars in Millions)

January 30, 2021

February 1, 2020

 

Income taxes receivable

 

$

232

 

 

$                  —

 

 

Deferred tax assets

 

 

42

 

 

 

18

 

 

Other

 

 

141

 

 

 

145

 

 

Other noncurrent assets (a)

 

$

415

 

 

$

163

 

 

(a)

See Note 5 of Notes to Consolidated Financial Statements for further discussion on income taxes.

 

Accrued Liabilities

Accrued liabilities consist of the following:

 

 

(Dollars in Millions)

January 30, 2021

February 1, 2020

 

Gift cards and merchandise return cards

 

$

339

 

 

$

334

 

 

Sales, property, and use taxes

 

 

196

 

 

 

182

 

 

Payroll and related fringe benefits

 

 

229

 

 

 

101

 

 

Credit card liabilities

 

 

52

 

 

 

84

 

 

Accrued capital

 

 

10

 

 

 

104

 

 

Other

 

 

444

 

 

 

476

 

 

Accrued liabilities

 

$

1,270

 

 

$

1,281

 

 

 

Restructuring Reserve

The following table summarizes changes in the restructuring reserve during 2020:

 

(Dollars in Millions)

Severance

Balance - February 1, 2020

$

27

 

Payments and reversals

 

(37

)

Additions

 

23

 

Balance - January 30, 2021

$

13

 

 

Charges related to corporate restructuring efforts are recorded in Impairments, store closing, and other costs.

Self-Insurance

We use a combination of insurance and self-insurance for a number of risks.

We retain the initial risk of $500,000 per occurrence in workers’ compensation claims and $250,000 per occurrence in general liability claims. We record reserves for workers’ compensation and general liability claims which include the total amounts that we expect to pay for a fully developed loss and related expenses, such as fees paid to attorneys, experts, and investigators.

We are fully self-insured for employee-related health care benefits, a portion of which is paid by our associates.

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Table of Contents

 

We use a third-party actuary to estimate the liabilities associated with workers’ compensation, general liability, and employee-related health care risks. These liabilities include amounts for both reported claims and incurred, but not reported losses. The total liabilities, net of collateral held by third parties, for these risks were $52 million as of January 30, 2021 and $79 million as of February 1, 2020.

For property losses we are subject to a $5 million self-insured retention (“SIR”). Maintenance deductibles (retained amount) apply toward the SIR as follows: for catastrophic claims such as earthquakes, floods, and windstorms, the maintenance deductible varies from 2-5% of the insurance claim. Similarly, for other standard claims, such as fire and building damages, the maintenance deductible of $250,000 applies per occurrence for the property loss. All maintenance deductibles erode the $5 million SIR. Once the SIR is incurred the maintenance deductibles apply.

Treasury Stock

We account for repurchases of common stock and shares withheld in lieu of taxes when restricted stock vests using the cost method with common stock in treasury classified in the Consolidated Balance Sheets as a reduction of shareholders’ equity.

Revenue Recognition

Net Sales

Net sales includes revenue from the sale of merchandise and shipping revenues. Net sales are recognized when merchandise is received by the customer and we have fulfilled all performance obligations. We do not have any sales that are recorded as commissions.

The following table summarizes net sales by line of business:

 

(Dollars in Millions)

2020

2019

2018

Women's

$

3,796

 

$

5,302

 

$

5,452

 

Home

 

3,381

 

 

3,249

 

 

3,341

 

Men’s

 

2,753

 

 

3,827

 

 

3,828

 

Children's

 

2,082

 

 

2,460

 

 

2,464

 

Accessories

 

1,638

 

 

2,217

 

 

2,227

 

Footwear

 

1,381

 

 

1,830

 

 

1,855

 

Net Sales

$

15,031

 

$

18,885

 

$

19,167

 

 

 

We maintain various rewards programs whereby customers earn rewards based on their spending and other promotional activities. The rewards are typically in the form of dollar-off discounts which can be used on future purchases. These programs create performance obligations which require us to defer a portion of the original sale until the rewards are redeemed. Sales are recorded net of returns. At the end of each reporting period, we record a reserve based on historical return rates and patterns which reverses sales that we expect to be returned in the following period. Revenue from the sale of Kohl's gift cards is recognized when the gift card is redeemed. Unredeemed gift card and merchandise return card liabilities totaled $339 million as of January 30, 2021 and $334 million as of February 1, 2020. Revenue of $159 million was recognized during 2020 from gift cards issued in prior years and outstanding as of February 1, 2020.

Net sales do not include sales tax as we are considered a pass-through conduit for collecting and remitting sales taxes.

Other Revenue

Other revenue consists primarily of revenue from our credit card operations, unredeemed gift cards and merchandise return cards (breakage), and other non-merchandise revenues.

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Table of Contents

 

Revenue from credit card operations includes our share of the finance charges, late fees, and other revenue less write-offs of uncollectible accounts of the Kohl’s credit card pursuant to the Private Label Credit Card Program Agreement. Expenses related to our credit card operations are reported in SG&A.

Revenue from unredeemed gift cards and merchandise return cards (breakage) is recorded in proportion to and over the time period the cards are actually redeemed.

Cost of Merchandise Sold and Selling, General, and Administrative Expenses

The following table illustrates the primary costs classified in Cost of Merchandise Sold and Selling, General, and Administrative Expenses:

 

Cost of Merchandise Sold

Selling, General, and

Administrative Expenses

 •    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 for digital sales

 

 •    Terms cash discount

 

 •    Depreciation of product development facilities and equipment

 •    Compensation and benefit costs including:

•     Stores

•     Corporate, including buying

•     Distribution centers

 

 •    Occupancy and operating costs of our retail, distribution, and corporate facilities

 

 •    Expenses related to our credit card operations

 

 •    Freight expenses associated with moving merchandise from our distribution centers to our retail stores and between 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

 

 •    Other non-operating revenues and expenses

 

The classification of these expenses varies across the retail industry.

Vendor Allowances

We receive consideration for a variety of vendor-sponsored programs, such as markdown allowances, volume rebates, and promotion and marketing support. The vendor consideration is recorded as earned either as a reduction of Cost of Merchandise Sold or Selling, General, and Administrative Expenses. Promotional and marketing allowances are intended to offset our marketing costs to promote vendors’ merchandise. Markdown allowances and volume rebates are recorded as a reduction of inventory costs.

Fair Value

Fair value measurements are required to be classified and disclosed in one of the following pricing categories:

 

Level 1:

 

Financial instruments with unadjusted, quoted prices listed on active market exchanges.

 

 

Level 2:

 

Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. The prices for the financial instruments are determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

 

 

Level 3:

 

Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.

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Table of Contents

 

 

Current assets and liabilities are reported at cost, which approximates fair value. Cash and cash equivalents are classified as Level 1 as carrying value approximates fair value because maturities are less than three months.

Marketing

Marketing costs are expensed when the marketing is first seen. Marketing costs, net of related vendor allowances, are as follows:

 

(Dollars in Millions)

2020

2019

2018

Gross marketing costs

 

$

824

 

 

$

1,156

 

 

$

1,133

 

Vendor allowances

 

 

(36

)

 

 

(130

)

 

 

(143

)

Net marketing costs

 

$

788

 

 

$

1,026

 

 

$

990

 

Net marketing costs as a percent of total revenue

 

 

4.9

%

 

 

5.1

%

 

 

4.9

%

 

Income Taxes

Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recorded based on differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. Deferred tax assets and liabilities are calculated using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. We establish valuation allowances for deferred tax assets when we believe it is more likely than not that the asset will not be realizable for tax purposes. We recognize interest and penalty expense related to unrecognized tax benefits in our provision for income tax expense.

Net (Loss) Income Per Share

Basic net (loss) income per share is net (loss) income divided by the average number of common shares outstanding during the period. Diluted net (loss) income per share includes incremental shares assumed for share-based awards and stock warrants. Potentially dilutive shares include stock options, unvested restricted stock units and awards, and warrants outstanding during the period, using the treasury stock method. Potentially dilutive shares are excluded from the computations of diluted earnings per share (“EPS”) if their effect would be anti-dilutive.

The information required to compute basic and diluted net (loss) income per share is as follows:

 

 

(Dollars and Shares in Millions, Except per Share Data)

2020

2019

2018

 

Numerator—Net (loss) income

 

$

(163)

 

 

$

691

 

 

$

801

 

 

Denominator—Weighted average shares

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

154

 

 

 

157

 

 

 

164

 

 

Dilutive impact

 

 

 

 

 

1

 

 

 

1

 

 

Diluted

 

 

154

 

 

 

158

 

 

 

165

 

 

Net (loss) income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(1.06)

 

 

$

4.39

 

 

$

4.88

 

 

Diluted

 

$

(1.06)

 

 

$

4.37

 

 

$

4.84

 

 

The following potential shares of common stock were excluded from the diluted net (loss) income per share calculation because their effect would have been anti-dilutive:

 

 

(Shares in Millions)

2020

2019

2018

 

Anti-dilutive shares

 

 

6

 

 

 

3

 

 

 

 

 

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Share-Based Awards

Stock-based compensation expense is generally recognized on a straight-line basis over the vesting period based on the fair value of awards which are expected to vest. The fair value of all share-based awards is estimated on the date of grant.

Recent Accounting Pronouncements

We adopted the new accounting standard on accounting for expected credit losses (ASU 2016-13), effective at the beginning of fiscal 2020. We applied the new principle using a modified retrospective approach. There was not a material impact on our financial statements due to adoption of the new standard.

We adopted the new accounting standard on recognizing implementation costs related to a cloud computing arrangement (ASU 2018-15), effective at the beginning of fiscal 2020. We applied the new principle using a prospective approach. There was not a material impact on our financial statements due to adoption of the new standard.

The following table provides a brief description of issued, but not yet effective, accounting standards:

 

Standard

Description

Effect on our Financial Statements

Income Taxes

(ASU 2019-12)

 

Issued December 2019

 

Effective Q1 2021

The new standard is designed to simplify the accounting for income taxes by removing certain exceptions to the general principles as outlined in U.S. GAAP.

We have substantially completed the process of evaluating the effects that will result from adopting the amendments and no material impact on our financial statements has been identified.

 

2. Debt

Long-term debt consists of the following unsecured senior debt:

 

 

Maturity

(Dollars in Millions)

 

Effective

Rate

 

Coupon

Rate

Outstanding

 

January 30, 2021

February 1, 2020

 

2023

 

3.25

%

 

3.25

%

$

350

 

$

350

 

 

2023

 

4.78

%

 

4.75

%

 

184

 

 

184

 

 

2025

 

9.50

%

 

9.50

%

 

600

 

 

 

2025

 

4.25

%

 

4.25

%

 

650

 

 

650

 

 

2029

 

7.36

%

 

7.25

%

 

42

 

 

42

 

 

2033

 

6.05

%

 

6.00

%

 

113

 

 

113

 

 

2037

 

6.89

%

 

6.88

%

 

101

 

 

101

 

 

2045

 

5.57

%

 

5.55

%

 

427

 

 

427

 

 

Outstanding unsecured senior debt

 

 

 

 

 

 

 

2,467

 

 

1,867

 

 

Unamortized debt discounts and deferred financing costs

 

 

 

 

 

 

 

(16

)

 

(11

)

 

Unsecured senior debt

 

 

 

 

 

 

$

2,451

 

$

1,856

 

 

Effective interest rate

 

 

 

 

 

 

 

5.90

%

 

4.74

%

 

Our unsecured senior long-term debt is classified as Level 1, financial instruments with unadjusted, quoted prices listed on active market exchanges. The estimated fair value of our unsecured senior debt was $2.8 billion at January 30, 2021 and $2.0 billion at February 1, 2020.

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In March 2020, we fully drew down our $1.0 billion senior unsecured revolver. In April 2020, we replaced and upsized the unsecured credit facility with a $1.5 billion senior secured, asset based revolving credit facility maturing in July 2024. The revolver is secured by substantially all of our assets other than real estate, and contains customary events of default and financial, affirmative, and negative covenants, including but not limited to, a springing financial covenant related to our fixed charge coverage ratio and restrictions on indebtedness, liens, investments, asset dispositions, and restricted payments. Outstanding borrowings under the credit facility bear interest at a variable rate based on LIBOR plus the applicable margin. In October 2020, we fully repaid the $1.0 billion outstanding borrowings on our revolver. As of January 30, 2021 we had $31 million of standby and trade letters of credit under the credit facility, which reduces the available borrowing capacity. NaN borrowings were outstanding on the credit facility as of January 30, 2021 or February 1, 2020.

In April 2020, we issued $600 million of 9.50% notes with semi-annual interest payments beginning in November 2020. The notes include coupon rate step ups if our long-term debt is downgraded to below a BBB- credit rating by S&P Global Ratings or Baa3 by Moody’s Investors Service, Inc. The notes mature in May 2025. We used part of the net proceeds from this offering to repay $500 million of the borrowings under our senior secured, asset based revolving credit facility with the remaining net proceeds available for general corporate purposes.

Our various debt agreements contain covenants including limitations on additional indebtedness and certain financial tests. As of January 30, 2021, we were in compliance with all covenants of the various debt agreements.

We also have additional outstanding trade letters of credit outside of the credit facility totaling approximately $8 million at January 30, 2021.

3. Leases

We lease certain property and equipment used in our operations. Some of our store leases include additional rental payments based on a percentage of sales over contractual levels or which are adjusted periodically for inflation. Our typical store lease has an initial term of 20 to 25 years and four to eight five-year renewal options.

Lease assets represent our right to use an underlying asset for the lease term. Lease assets are recognized at commencement date based on the value of the lease liability and are adjusted for any lease payments made to the lessor at or before commencement date, minus any lease incentives received and any initial direct costs incurred by the lessee.

Lease liabilities represent our contractual obligation to make lease payments. At the commencement date, the lease liabilities equal the present value of minimum lease payments over the lease term. As the implicit interest rate is not readily identifiable in our leases, we estimate our collateralized borrowing rate to calculate the present value of lease payments.

Leases with a term of 12 months or less are excluded from the balance; we recognize lease expense for these leases on a straight-line basis over the lease term. We combine lease and non-lease components for new and modified leases.

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The following tables summarize our operating and finance leases and where they are presented in our Consolidated Financial Statements:

 

Consolidated Balance Sheets

January 30, 2021

February 1, 2020

(Dollars in Millions)

Classification

Assets

 

 

 

 

 

 

 

    Operating leases

Operating leases

$

2,398

 

$

2,391

 

    Finance leases

Property & equipment, net

 

708

 

 

672

 

    Total operating & finance leases

 

 

3,106

 

 

3,063

 

Liabilities

 

 

 

 

 

 

 

    Current

 

 

 

 

 

 

 

      Operating leases

Current portion of operating leases

 

161

 

 

158

 

      Finance leases

Current portion of finance leases & financing obligations

 

76

 

 

88

 

    Noncurrent

 

 

 

 

 

 

 

      Operating leases

Operating leases

 

2,625

 

 

2,619

 

      Finance leases

Finance leases & financing obligations

 

926

 

 

877

 

    Total operating & finance leases

 

$

3,788

 

$

3,742

 

 

Consolidated Statements of Operations

 

2020

 

2019

(Dollars in Millions)

Classification

Operating leases

Selling, general, and administrative

$

314

 

$

314

 

Finance Leases

 

 

 

 

 

 

 

Amortization of leased assets

Depreciation and amortization

 

79

 

 

72

 

Interest on leased assets

Interest expense, net

 

102

 

 

98

 

Total operating and finance leases

 

$

495

 

$

484

 

 

Rent expense charged to operations was $301 million for 2018.

 

Consolidated Statement of Cash Flows

2020

2019

(Dollars in Millions)

Cash paid for amounts included in the measurement of leased liabilities

 

 

 

 

 

 

Operating cash flows from operating leases

$

305

 

$

320

 

Operating cash flows from finance leases

 

102

 

 

98

 

Financing cash flows from finance leases

 

69

 

 

76

 

 

The following table summarizes future lease payments by fiscal year:

 

 

 

January 30, 2021

 

 

Operating

Leases

Finance

Leases

 

 

 

(Dollars in Millions)

Total

2021

 

$

313

 

$

170

 

$

483

 

2022

 

 

306

 

 

154

 

 

460

 

2023

 

 

293

 

 

134

 

 

427

 

2024

 

 

259

 

 

118

 

 

377

 

2025

 

 

244

 

 

113

 

 

357

 

After 2025

 

 

3,448

 

 

1,804

 

 

5,252

 

Total lease payments

 

$

4,863

 

$

2,493

 

$

7,356

 

Amount representing interest

 

 

(2,077

)

 

(1,491

)

 

(3,568

)

Lease liabilities

 

$

2,786

 

$

1,002

 

$

3,788

 

 

Total lease payments include $3.1 billion related to options to extend operating lease terms that are reasonably certain of being exercised and $1.6 billion related to options to extend finance lease terms that are reasonably certain of being exercised.

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The following table summarizes weighted-average remaining lease term and discount rate:

 

 

 

 

January 30, 2021

February 1, 2020

 

 

 

Weighted-average remaining term (years)

 

 

 

 

 

 

 

 

    Operating leases

 

 

 

19

 

 

20

 

    Finance leases

 

 

 

18

 

 

17

 

Weighted-average discount rate

 

 

 

 

 

 

 

 

    Operating leases

 

 

 

6

%

 

6

%

    Finance leases

 

 

 

10

%

 

11

%

 

A sale leaseback was completed during the second quarter of 2020 for our San Bernardino E-commerce fulfillment and distribution center. The properties were sold for $195 million and generated net proceeds of $193 million after fees. A gain of $127 million was recognized during the second quarter of 2020 and is recorded in Gain on sale of real estate. An initial operating lease liability and a corresponding right of use asset of $84 million were recorded for these leased locations.

Financing Obligations

Historical failed sale-leasebacks that did not qualify for sale-leaseback accounting upon adoption of ASC 842 continue to be accounted for as financing obligations.

The following tables summarize our financing obligations and where they are presented in our Consolidated Financial Statements:

 

Consolidated Balance Sheets

January 30, 2021

February 1, 2020

(Dollars in Millions)

Classification

Assets

 

 

 

 

 

 

 

    Financing obligations

Property & equipment, net

$

65

 

$

76

 

Liabilities

 

 

 

 

 

 

 

    Current

Current portion of finance leases & financing obligations

 

39

 

 

36

 

    Noncurrent

Finance leases & financing obligations

 

461

 

 

490

 

Total financing obligations

 

$

500

 

$

526

 

 

Consolidated Statement of Operations

2020

 

2019

(Dollars in Millions)

Classification

 

Amortization of financing obligation assets

Depreciation and amortization

$

11

 

$

11

Interest on financing obligations

Interest expense, net

 

36

 

 

37

Total financing obligations

 

$

47

 

$

48

 

Consolidated Statement of Cash Flows

2020

2019

(Dollars in Millions)

 

Cash paid for amounts included in the measurement of financing obligations

 

 

 

 

 

 

Operating cash flows from financing obligations

$

36

 

$

37

 

Financing cash flows from financing obligations

 

36

 

 

37

 

Proceeds from financing obligations

 

9

 

 

11

 

(Gain) on extinguishment of debt

 

 

(9

)

 

In 2019, we purchased leased equipment that was accounted for as a financing obligation resulting in recognition of a $9 million gain on extinguishment of debt.

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The following table summarizes future financing obligation payments by fiscal year:

 

(Dollars in Millions)

January 30, 2021

Financing

Obligations

2021

 

  $

70

 

2022

 

 

70

 

2023

 

 

67

 

2024

 

 

62

 

2025

 

 

49

 

After 2025

 

 

207

 

Total lease payments

 

$

525

 

Non-cash gain on future sale of property

 

 

219

 

Amount representing interest

 

 

(244

)

Financing obligation liability

 

$

500

 

 

Total payments exclude $7.3 million of legally binding payments for contracts signed, but not yet commenced.

The following table summarizes the weighted-average remaining term and discount rate for financing obligations:

 

 

January 30, 2021

February 1, 2020

Weighted-average remaining term (years)

 

8

 

 

9

 

Weighted-average discount rate

 

7

%

 

7

%

 

4. Benefit Plans

We have a defined contribution savings plan covering all full-time and certain part-time associates. Participants in this plan may invest up to 99% of their base compensation, subject to certain statutory limits. We match 100% of the first 5% of each participant’s contribution, subject to certain statutory limits.

We also offer a non-qualified deferred compensation plan to a group of executives which provides for pre-tax compensation deferrals up to 75% of salary and 100% of bonus. Deferrals and credited investment returns are 100% vested.

The total costs for these benefit plans were $50 million for 2020, $51 million for 2019, and $50 million for 2018. 

5. Income Taxes

Deferred income taxes consist of the following:

 

(Dollars in Millions)

January 30,

2021

February 1,

2020

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

 

Property and equipment

$

718

 

 

$

611

 

 

Lease assets

 

821

 

 

 

 

816

 

 

Merchandise inventories

 

46

 

 

 

76

 

 

Total deferred tax liabilities

 

 

1,585

 

 

 

 

1,503

 

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

 

Lease obligations

 

 

1,093

 

 

 

 

1,110

 

 

Accrued and other liabilities, including stock-based compensation

 

244

 

 

 

144

 

 

Federal benefit on state tax reserves

 

 

30

 

 

 

 

30

 

 

Valuation allowance

 

(42

)

 

 

(23

)

 

Total deferred tax assets

 

 

1,325

 

 

 

 

1,261

 

 

Net deferred tax liability

$

260

 

 

$

242

 

 

 

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Deferred tax assets included in other long-term assets totaled $42 million as of January 30, 2021 and $18 million as of February 1, 2020. As of January 30, 2021, the Company had state net operating loss carryforwards, net of valuation allowances, of $88 million, and state credit carryforwards, net of valuation allowances, of $6 million, which will expire between 2021 and 2041. As of February 1, 2020, state net operating loss carryforwards, net of valuation allowances, were $24 million, and state credit carryforwards, net of valuation allowances, were $7 million.

The components of the (benefit) provision for income taxes were as follows:

 

(Dollars in Millions)

2020

2019

2018

Current federal

 

$

(439)

 

 

$

128

 

 

$

229

 

Current state

 

 

38

 

 

 

31

 

 

 

43

 

Deferred federal

 

 

69

 

 

 

60

 

 

 

(36

)

Deferred state

 

 

(51)

 

 

 

(9

)

 

 

5

 

(Benefit) provision for income taxes

 

$

(383)

 

 

$