Kohl's Q3 Net Income Plunges 64% Amid Revenue Dip

Ticker: KSS · Form: 10-Q · Filed: Dec 3, 2025 · CIK: 885639

Sentiment: bearish

Topics: Retail, Department Stores, Earnings Miss, Debt Restructuring, Credit Downgrade, Legal Settlement, Inventory Management

Related Tickers: KSS, M, TGT, JWN

TL;DR

**KSS is struggling with core sales, and a one-time legal settlement is papering over a weak Q3, making this a risky bet for the upcoming holiday season.**

AI Summary

Kohl's Corporation reported a significant decline in net income for the three months ended November 1, 2025, falling to $8 million from $22 million in the prior year, a 63.6% decrease. Total revenue also decreased by 3.6% to $3,575 million from $3,710 million in the same period. For the nine months ended November 1, 2025, net income increased to $147 million from $61 million, largely due to a $129 million gain from a credit card interchange fee legal settlement. Net sales for the nine-month period decreased by 4.0% to $9,803 million from $10,210 million. The company repaid $353 million of 4.25% notes in July 2025 and issued $360 million of 10.000% senior secured notes due 2030 in May 2025, increasing long-term debt to $1,522 million from $1,174 million at February 1, 2025. Merchandise inventories decreased to $3,895 million from $4,099 million year-over-year, while borrowings under the revolving credit facility significantly reduced to $45 million from $749 million. The company also recognized $15 million in impairments, store closing, and other costs year-to-date 2025, including $11 million in asset impairments and $10 million in severance related to fulfillment center closures.

Why It Matters

Kohl's Q3 performance signals ongoing challenges in a competitive retail landscape, with a substantial 63.6% drop in net income and a 3.6% revenue decline. While a nine-month net income increase to $147 million appears positive, it's heavily skewed by a one-time $129 million legal settlement, masking underlying operational pressures. Investors should be wary of the declining sales across key categories like Women's and Children's, indicating a struggle to attract and retain customers against rivals like Macy's and Target. The strategic shift to higher-cost debt, such as the 10.000% senior secured notes, reflects a tougher borrowing environment and could impact future profitability and shareholder returns.

Risk Assessment

Risk Level: high — The company's net income for the three months ended November 1, 2025, plummeted by 63.6% to $8 million from $22 million in the prior year, indicating significant operational headwinds. Furthermore, the interest rate on their 3.375% notes due May 2031 has increased by 175 basis points since issuance due to credit rating downgrades, increasing debt servicing costs and reflecting heightened credit risk.

Analyst Insight

Investors should exercise caution and consider reducing exposure to KSS given the substantial Q3 net income decline and reliance on a one-time legal settlement for year-to-date profitability. Monitor upcoming sales figures closely, especially for the critical holiday quarter, as sustained revenue declines and increasing debt costs could further erode shareholder value.

Financial Highlights

revenue
$3,575M
total Debt
$1,522M
net Income
$8M
revenue Growth
-3.6%

Revenue Breakdown

SegmentRevenueGrowth
Kohl's$3,575M-3.6%

Key Numbers

Key Players & Entities

FAQ

What were Kohl's net income and revenue for the third quarter of 2025?

Kohl's reported net income of $8 million for the three months ended November 1, 2025, a significant decrease from $22 million in the prior year. Total revenue for the quarter was $3,575 million, down from $3,710 million in the same period of 2024.

How did Kohl's year-to-date net income compare to the previous year?

For the nine months ended November 1, 2025, Kohl's net income increased to $147 million, up from $61 million in the prior year. This increase was primarily driven by a $129 million gain from a legal settlement recognized in the second quarter of 2025.

What was the impact of the credit card interchange fee lawsuit settlement on Kohl's financials?

During the second quarter of 2025, Kohl's recognized a gain of $129 million, net of legal fees, from a credit card interchange fee lawsuit settlement. This gain significantly contributed to the year-to-date net income of $147 million.

What changes occurred in Kohl's debt structure during the period?

Kohl's issued $360 million aggregate principal amount of 10.000% senior secured notes due 2030 in May 2025. Additionally, $353 million of 4.25% notes matured and were repaid in July 2025. Long-term debt increased to $1,522 million as of November 1, 2025, from $1,174 million at February 1, 2025.

How have credit rating downgrades affected Kohl's interest rates?

S&P downgraded Kohl's senior unsecured credit rating from BB to BB- in December 2024, and Moody's downgraded it from Ba3 to B1, then further to B3 in Q2 2025. These downgrades led to an additional 50 basis point increase in the interest rate on the 3.375% notes due May 2031, totaling a 175 basis point increase since their issuance.

What restructuring costs did Kohl's incur in 2025?

Kohl's recognized $15 million in impairments, store closing, and other costs year-to-date 2025. This included $11 million of non-cash asset impairments, $10 million of severance, and $6 million of other costs, primarily related to the closure of the Monroe, Ohio E-commerce Fulfillment Center.

What were Kohl's merchandise inventories as of November 1, 2025?

Merchandise inventories for Kohl's were $3,895 million as of November 1, 2025. This represents a decrease from $4,099 million reported as of November 2, 2024.

Is Kohl's in compliance with its debt covenants?

As of November 1, 2025, Kohl's Corporation stated that it was in compliance with all covenants of its various debt agreements, which include limitations on additional indebtedness and certain financial tests.

What are the key trends in Kohl's net sales by line of business?

For the nine months ended November 1, 2025, net sales declined across most categories compared to the prior year. Women's sales decreased to $2,638 million from $2,796 million, Men's to $1,950 million from $2,041 million, and Children's to $1,100 million from $1,189 million. Accessories (including Sephora) saw a slight increase to $1,988 million from $1,934 million.

What new accounting standards will impact Kohl's in the future?

Kohl's is assessing the impact of ASU 2023-09 (Income Tax Disclosures), effective for fiscal years beginning after December 15, 2024; ASU 2024-03 (Disaggregation of Income Statement Expenses), effective for annual periods beginning after December 15, 2026; and ASU 2025-06 (Accounting for Internal-Use Software), effective for annual periods beginning after December 15, 2027.

Risk Factors

Industry Context

Kohl's operates in the highly competitive retail sector, facing pressure from both traditional department stores and online retailers. The industry is characterized by shifting consumer preferences, promotional intensity, and the ongoing need for omnichannel capabilities. Recent trends indicate a challenging environment for mid-tier department stores, requiring significant investment in inventory management, customer experience, and cost control to maintain market share.

Regulatory Implications

As a publicly traded company, Kohl's is subject to SEC regulations and U.S. GAAP reporting standards. The company must ensure accurate financial disclosures, particularly regarding debt obligations, revenue recognition, and restructuring charges. Any misstatements or failures to comply could result in regulatory scrutiny and penalties.

What Investors Should Do

  1. Monitor debt levels and interest coverage ratios.
  2. Analyze the drivers of the Q3 net income decline.
  3. Evaluate inventory management effectiveness.
  4. Assess the impact of restructuring and impairment charges.

Key Dates

Glossary

CODM
Chief Operating Decision Maker, typically a high-level executive responsible for resource allocation and performance assessment. (In Kohl's case, the CEO is the CODM, and net income is the primary metric reviewed for performance and resource allocation.)
Supplier Finance Program
An arrangement where a third-party finances a company's payments to its suppliers, allowing suppliers to receive early payment at a discount. (Kohl's uses such a program, with related payables increasing significantly to $255 million as of November 1, 2025, indicating greater utilization.)
Restructuring Reserve
An amount set aside to cover costs associated with reorganizing a business, such as severance, store closures, or asset impairments. (Kohl's recognized $4 million in such costs in Q3 2025 and $15 million year-to-date, including impairments and severance for fulfillment center closures.)
Senior Secured Notes
Debt instruments that are backed by specific collateral, giving the bondholders a higher claim on assets in case of default compared to unsecured debt. (Kohl's issued $360 million of these notes in May 2025 with a high 10.000% interest rate, increasing its overall debt burden.)

Year-Over-Year Comparison

Compared to the prior year's filing period, Kohl's has experienced a notable decline in short-term profitability, with Q3 net income dropping by 63.6% to $8 million on a 3.6% revenue decrease. While the nine-month net income was boosted by a legal settlement, underlying operational trends show a 4.0% decrease in net sales. The company has also significantly altered its capital structure, increasing long-term debt substantially while reducing reliance on its revolving credit facility, indicating a shift in its financing strategy.

Filing Stats: 4,581 words · 18 min read · ~15 pages · Grade level 16.5 · Accepted 2025-12-03 16:10:42

Key Financial Figures

Filing Documents

Financial Statements

Financial Statements: 3 Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Changes in Shareholders' Equity 5 Consolidated Statements of Cash Flows 6

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements 7 Item 2.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 16 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 25 Item 4.

Controls and Procedures

Controls and Procedures 25 PART II OTHER INFORMATION 26 Item 1.

Legal Proceedings

Legal Proceedings 26 Item 1A.

Risk Factors

Risk Factors 26 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 26 Item 5. Other Information 26 Item 6. Exhibits 28

Signatures

Signatures 29 Table of Contents

FINANCI AL INFORMATION

PART I. FINANCI AL INFORMATION

Financi al Statements

Item 1. Financi al Statements KOHL'S CORPORATION CONSOLIDATED B ALANCE SHEETS (Dollars in Millions) November 1, 2025 February 1, 2025 November 2, 2024 Assets (Unaudited) (Audited) (Unaudited) Current assets: Cash and cash equivalents $ 144 $ 134 $ 174 Merchandise inventories 3,895 2,945 4,099 Other 269 309 344 Total current assets 4,308 3,388 4,617 Property and equipment, net 7,028 7,297 7,472 Operating leases 2,354 2,394 2,500 Other assets 454 480 465 Total assets $ 14,144 $ 13,559 $ 15,054 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 1,842 $ 1,042 $ 1,873 Accrued liabilities 1,240 1,263 1,245 Borrowings under revolving credit facility 45 290 749 Current portion of: Long-term debt — 353 353 Finance leases and financing obligations 85 81 80 Operating leases 95 102 93 Total current liabilities 3,307 3,131 4,393 Long-term debt 1,522 1,174 1,174 Finance leases and financing obligations 2,388 2,456 2,533 Operating leases 2,667 2,703 2,799 Deferred income taxes 76 28 78 Other long-term liabilities 254 265 273 Shareholders' equity: Common stock 1 1 2 Paid-in capital 3,588 3,560 3,554 Treasury stock, at cost ( 772 ) ( 767 ) ( 2,580 ) Retained earnings 1,113 1,008 2,828 Total shareholders' equity $ 3,930 $ 3,802 $ 3,804 Total liabilities and shareholders' equity $ 14,144 $ 13,559 $ 15,054 See accompanying Notes to Consolidated Financial Statements 3 Table of Contents KOHL'S CORPORATION CONSOLIDATED STAT EMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended (Dollars in Millions, Except per Share Data) November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024 Net sales $ 3,407 $ 3,507 $ 9,803 $ 10,210 Other revenue 168 203 551 614 Total r

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for fiscal year end Consolidated Financial Statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the Consolidated Financial Statements and related footnotes included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 (Commission File No. 1-11084) as filed with the Securities and Exchange Commission ("SEC"). Certain amounts in the Consolidated Financial Statements and related footnotes may not foot or crossfoot due to rounding. Due to the seasonality of the business of Kohl's Corporation (the "Company," "Kohl's," "we," "our," or "us"), results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year. Reportable Segments We are an omnichannel retailer that operates as a single reportable segment. Our Chief Operating Decision Maker ("CODM") is our Chief Executive Officer . The net income presented in the Consolidated Statements of Operations is the financial information reviewed by the CODM. The CODM assesses the performance of the Company and decides how to allocate resources using net income that is reported on the Consolidated Statement of Operations. Net income is used to monitor budget versus actual results. The CODM regularly reviews information consistent with the Consolidated Statements of Operations. Supplier Finance Programs The Company has an agreement with a third-party financing provider to facilitate a supplier financing program. The program provides participating supplier

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