KSS » Topics » Forward-looking Statements

This excerpt taken from the KSS 10-Q filed Dec 5, 2008.

Forward-looking Statements

This report contains statements that may constitute forward-looking statements within the meaning of the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Those statements relate to developments, results, conditions or other events we expect or anticipate will occur in the future. Words such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” “plans,” and similar expressions are intended to identify forward-looking statements. Without limiting the foregoing, these statements may relate to future outlook, revenues, earnings, store openings, planned capital expenditures, market conditions, new strategies and the competitive environment. Forward-looking statements are based on our 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. Any such forward-looking statements are qualified by the important risk factors, described in Item 1A of our Annual Report on Form 10-K filed with the SEC on March 21, 2008, that could cause actual results to differ materially from those predicted by the forward-looking statements. Forward-looking statements relate to the date initially made, and we undertake no obligation to update them. An investment in our common stock or other securities carries certain risks. Investors should carefully consider the risks as stated in our Form 10-K and other risks which may be disclosed from time to time in our filings with the SEC before investing in our securities.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We did not sell any securities during the quarter ended November 1, 2008, which were not registered under the Securities Act.

In September 2007, our board of directors authorized a $2.5 billion share repurchase program. We expect to execute this share repurchase program primarily in open market transactions, subject to market conditions, and expect to complete the program by the end of fiscal 2010. Funding for this program will be from operating cash flow as well as the $1 billion in long-term debt financing issued in September 2007 and, therefore, is not expected to have a significant impact on our short or long-term liquidity. There were no shares repurchased pursuant to our repurchase program during the three fiscal months ended November 1, 2008.

 

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The following table contains information for 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 November 1, 2008:

 

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
   Maximum
Approximate
Dollar Value of
Shares that
May

Yet Be
Purchased

Under the
Plans

or Programs
                  (In thousands)

August 3 – 30, 2008

   1,401    $ 47.02    —      $ 1,866,000

August 31 – October 4, 2008

   710      47.84    —        1,866,000

October 5 – November 1, 2008

   —        —      —        1,866,000
                       

Total

   2,111    $ 47.30    —      $ 1,866,000
                       

 

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Item 6. Exhibits

 

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1 Certification of Periodic Report by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2 Certification of Periodic Report by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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This excerpt taken from the KSS 10-Q filed Sep 5, 2008.

Forward-looking Statements

This report contains statements that may constitute forward-looking statements within the meaning of the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Those statements relate to developments, results, conditions or other events we expect or anticipate will occur in the future. Words such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” “plans,” and similar expressions are intended to identify forward-looking statements. Without limiting the foregoing, these statements may relate to future outlook, revenues, earnings, store openings, planned capital expenditures, market conditions, new strategies and the competitive environment. Forward-looking statements are based on our 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. Any such forward-looking statements are qualified by the important risk factors, described in Item 1A of our Annual Report on Form 10-K filed with the SEC on March 21, 2008, that could cause actual results to differ materially from those predicted by the forward-looking statements. Forward-looking statements relate to the date initially made, and we undertake no obligation to update them. An investment in our common stock or other securities carries certain risks. Investors should carefully consider the risks as stated in our Form 10-K and other risks which may be disclosed from time to time in our filings with the SEC before investing in our securities.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We did not sell any securities during the quarter ended August 2, 2008, which were not registered under the Securities Act.

In September 2007, our board of directors authorized a $2.5 billion share repurchase program. We expect to execute this share repurchase program primarily in open market transactions, subject to market conditions, and expect to complete the program by the end of fiscal 2010. Funding for the new program will be from operating cash flow as well as the $1 billion in long-term debt financing issued in September 2007 and, therefore, is not expected to have a significant impact on our short or long-term liquidity.

 

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The following table contains information for both shares repurchased pursuant to our repurchase program 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 August 2, 2008:

 

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
   Maximum
Approximate
Dollar Value of
Shares that May
Yet Be
Purchased

Under the Plans
or Programs
                    (In thousands)

May 4 – May 31, 2008

   401,680    $ 44.35    401,283    $ 1,959,000

June 1 – July 5, 2008

   1,442,288      43.27    1,441,890      1,897,000

July 6 – August 2, 2008

   789,526      38.99    787,191      1,866,000
                       

Total

   2,633,494    $ 42.15    2,630,364    $ 1,866,000
                       

 

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Item 6. Exhibits

 

10.1

  Kohl’s Corporation 2003 Long-Term Compensation Plan, Amended and Restated Effective as of August 12, 2008.

10.2

  Letter to Kevin Mansell dated August 11, 2008, incorporated herein by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K dated August 21, 2008.

10.3

  Third Amendment to Employment Agreement between the Company and R. Lawrence Montgomery, dated August 20, 2008.

10.4

  Second Amendment to Employment Agreement between the Company and Kevin Mansell, dated August 20, 2008.

31.1

  Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

  Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

  Certification of Periodic Report by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

  Certification of Periodic Report by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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This excerpt taken from the KSS 10-Q filed Dec 7, 2007.

Forward-looking Statements

This report contains statements that may constitute forward-looking statements within the meaning of the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Those statements relate to developments, results, conditions or other events the Company expects or anticipates will occur in the future. The Company intends words such as “believes,” “anticipates,” “plans,” “expects” and similar expressions to identify forward-looking statements. Without limiting the foregoing, these statements may relate to future outlook, revenues, earnings, store openings, planned capital expenditures, market conditions, new strategies and the competitive environment. 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. Any such forward-looking statements are qualified by the important risk factors, described in Item 1A of the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2007, that could cause actual results to differ materially from those predicted by the forward-looking statements. Forward-looking statements relate to the date initially made, and the Company undertakes no obligation to update them. An investment in the Company’s common stock or other securities carries certain risks. Investors should carefully consider the risks as stated in the Company’s Form 10-K and other risks which may be disclosed from time to time in the Company’s filings with the SEC before investing in the Company’s securities.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended November 3, 2007, the Company did not sell any securities which were not registered under the Securities Act.

 

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In September 2007, the Company’s board of directors authorized a $2.5 billion share repurchase program. The Company expects to execute this share repurchase program primarily in open market transactions, subject to market conditions, and expects to complete the program over the next three years. Funding for the new program will be from operating cash flow as well as the $1 billion in long-term debt issued in September 2007.

The following table contains information for both shares repurchased pursuant to the Company’s repurchase program 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 November 3, 2007:

 

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

  

Maximum

Approximate

Dollar Value of

Shares that May

Yet Be

Purchased

Under the Plans

or Programs

                    (In thousands)

Aug. 5 – Sept. 1, 2007

   1,467    $ 57.99    —        —  

Sept. 2 – Oct. 6, 2007

   643      59.03    —      $ 2,500,000

Oct. 7 – Nov. 3, 2007

   4,212,120      56.50    4,212,120      2,262,000
                       

Total

   4,214,230    $ 56.50    4,212,120    $ 2,262,000
                       

 

Item 6. Exhibits

 

  3.1

   Amended and Restated Bylaws of Kohl’s Corporation incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated November 14, 2007

  4.1

   Fourth Supplemental Indenture between the Company and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as Trustee, incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated September 25, 2007

31.1

   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

   Certification of Periodic Report by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

   Certification of Periodic Report by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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This excerpt taken from the KSS 10-Q filed Sep 7, 2007.

Forward-looking Statements

This report contains statements that may constitute forward-looking statements within the meaning of the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Those statements relate to developments, results, conditions or other events the Company expects or anticipates will occur in the future. The Company intends words such as “believes,” “anticipates,” “plans,” “expects” and similar expressions to identify forward-looking statements. Without limiting the foregoing, these statements may relate to future outlook, revenues, earnings, store openings, planned capital expenditures, market conditions, new strategies and the competitive environment. 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. Any such forward-looking statements are qualified by the important risk factors, described in Item 1A of the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2007, that could cause actual results to differ materially from those predicted by the forward-looking statements. Forward-looking statements relate to the date initially made, and the Company undertakes no obligation to update them. An investment in the Company’s common stock or other securities carries certain risks. Investors should carefully consider the risks as stated in the Company’s Form 10-K and other risks which may be disclosed from time to time in the Company’s filings with the SEC before investing in the Company’s securities.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended August 4, 2007, the Company did not sell any securities which were not registered under the Securities Act.

During the current quarter, the Company completed its $2.0 billion share repurchase program which was announced in March 2006. The share repurchase program was executed in open market transactions.

 

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Table of Contents

The following table contains information for both shares repurchased pursuant to the Company’s repurchase program 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 August 4, 2007:

 

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

  

Maximum

Approximate

Dollar Value of

Shares that May

Yet Be
Purchased

Under the Plans

or Programs

May 6 – June 2, 2007

   331,096    $ 73.25    330,300    $ 349,000,000

June 3 – July 7, 2007

   3,138,860      70.75    3,138,461      127,000,000

July 8 – August 4, 2007

   1,867,213      68.09    1,864,878      —  
                       

Total

   5,337,169    $ 69.97    5,333,639      —  
                       

 

Item 6. Exhibits

 

10.1    Kohl’s Corporation 2005 Deferred Compensation Plan, as amended and restated effective August 14, 2007
31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    Certification of Periodic Report by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2    Certification of Periodic Report by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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