UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2010
KOHL’S CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin | 001-11084 | 39-1630919 |
(State or other jurisdiction | (Commission | (IRS Employer |
N56 W17000 Ridgewood Drive |
| 53051 |
(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (262) 703-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
The information in this report under Items 2.02, 7.02 and 9.01, including the exhibit attached hereto, is furnished solely pursuant to Item 2.02 of this Form 8-K. Consequently, it 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, such information, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.
Item 2.02.
Results of Operations and Financial Condition.
On November 10, 2010, Kohl’s Corporation issued a press release reporting its earnings for the third quarter ended October 30, 2010 and giving earnings guidance for the fourth quarter. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
Item 7.01
Regulation FD Disclosure.
See Item 2.02.
Item 8.01
Other Events.
Within the next several weeks, Kohl’s intends to enter into an agreement to repurchase $1.0 billion of its common stock on an accelerated basis. These shares would be purchased under the $2.5 billion share repurchase program announced in September 2007, pursuant to which $1.9 billion of authorization remains. Kohl’s entry into this repurchase agreement is contingent on, among other things, market conditions and on Kohl’s not possessing material non-public information on the commencement date.
Cautionary Statement Regarding Forward-Looking Information
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Kohl’s entry into a repurchase agreement and the terms of that repurchase agreement. Kohl's 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 Kohl's actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to those described on Exhibit 99.1 to Kohl’s annual report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in Kohl's filings with the SEC.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. | Description |
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99.1 | Press Release dated November 10, 2010 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 10, 2010
KOHL’S CORPORATION
By:
/s/ Richard D. Schepp
Richard D. Schepp
Executive Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. | Description |
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99.1 | Press Release dated November 10, 2010 |