| Item 2.02. | Results of Operations and Financial Condition. |
On March 1, 2022, Kohl’s Corporation issued a press release reporting its earnings for the quarter and year ended January 29, 2022 and providing earnings guidance for fiscal 2022. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein. A copy of the presentation materials for the March 1, 2022 quarterly earnings conference call is attached as Exhibit 99.2 and incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
See Item 2.02. Kohl’s Corporation will host a virtual investor day beginning at 9:00 am ET on March 7, 2022. More information will be made available on the Company’s website at:
https://investors.kohls.com/events-and-presentations/default.aspx.
The information in Items 2.02 and 7.01, including the exhibits attached hereto, is furnished solely pursuant to Items 2.02 and 7.01 of Form 8-K. Consequently, such information is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information in Items 2.02 and 7.01, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.
On February 28, 2022, Kohl’s Board of Directors declared a quarterly cash dividend of $0.50 per share. The dividend will be paid on March 30, 2022 to all shareholders of record at the close of business on March 16, 2022.
On February 28, 2022, Kohl’s Board of Directors also increased the Company’s outstanding share purchase authorization under its existing share repurchase program to permit the continued repurchase of common stock in an amount up to an aggregate purchase price of $3 billion.
Cautionary Statement Regarding Forward-Looking Information and Non-GAAP Measures
This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause the Company’s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks described more fully in Item 1A in the Company’s Annual Report on Form 10-K, which are expressly incorporated herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC. Forward-looking statements relate to the date initially made, and Kohl’s undertakes no obligation to update them.
In the attached press release and presentation materials, the Company provides information regarding adjusted net income (loss), adjusted diluted earnings (loss) per share, and free cash flow, which are not recognized terms under U.S. generally accepted accounting principles (“GAAP”) and do not purport to be alternatives to net income as a measure of operating performance. Reconciliations of adjusted net income (loss), adjusted diluted earnings (loss) per share, and free cash flow are provided in this press release and presentation materials. The Company believes that the use of these non-GAAP financial measures provides investors with enhanced visibility into its results with respect to the impact of certain costs. Because not all companies use identical calculations, these presentations may not be comparable to other similarly titled measures of other companies.
| Item 9.01. | Financial Statements and Exhibits. |
