Kohl's's biggest risks in the FY2025 10-K
- Retail inventory management and consumer demand shifts dominate risk factors.
The risks most specific to Kohl's
- Macroeconomic, Regulatory, Legal, and External Risks
Tax, trade, and climate and other ESG-related policies and regulations could change or be implemented and adversely affect our business and results of operations
The majority of goods we source are manufactured outside of the United States, primarily in Asia, exposing us to trade policy uncertainties.
- Strategic, Competitive, and Operational Risks
We may be unable to successfully execute an omnichannel strategy
We may fail to successfully execute an omnichannel strategy as customer shopping and delivery expectations continue to evolve.
- Strategic, Competitive, and 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
Failure to accurately predict consumer tastes and spending patterns could create inventory imbalances and hurt profitability.
- Strategic, Competitive, and Operational Risks
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
A major portion of sales occurs during the back-to-school and holiday seasons, risking inventory markdowns or stockouts.
- Strategic, Competitive, and Operational Risks
We are subject to payment-related risks, including in our credit card operations, that could adversely affect our sales, revenues, and/or profitability, increase our operating costs, expose us to fraud or theft, and subject us to potential liability
We accept payments through private label and co-branded Kohl's credit cards, exposing us to payment-related operational and fraud risks.
- Strategic, Competitive, and Operational Risks
We may be unable to source merchandise in a timely and cost-effective manner
A third-party purchasing agent sources approximately 10% of our merchandise, while the rest comes from diverse domestic and international vendors.
- Strategic, Competitive, and Operational 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 rely on public debt and in January 2023 we upsized our unsecured credit facility to a $1.5 billion senior secured revolving credit facility.
All 21 risk factors
Headings as the filing states them, in filing order.
Macroeconomic, Regulatory, Legal, and External Risks
- 01General economic conditions, consumer spending levels, and/or other conditions could decline
- 02Consumer confidence is also affected by the domestic and international political environment. 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
- 03Tax, trade, and climate and other ESG-related policies and regulations could change or be implemented and adversely affect our business and results of operations
- 04Regulatory and legal matters could adversely affect our business operations and change financial performance
- 05Weather conditions and natural disasters could adversely affect consumer shopping patterns and disrupt our operations
Strategic, Competitive, and Operational Risks
- 06We may be unable to successfully execute an omnichannel strategy
- 07We may be unable to offer merchandise that resonates with existing customers and attracts new customers as well as successfully manage our inventory levels
- 08Our competitors could make changes to their pricing and other practices
- 09Our marketing may be ineffective
- 10Our 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
- 11The reputation and brand image of Kohl’s and the brands and products we sell could be damaged
- 12We are subject to payment-related risks, including in our credit card operations, that could adversely affect our sales, revenues, and/or profitability, increase our operating costs, expose us to fraud or theft, and subject us to potential liability
- 13We may be unable to attract, develop, and retain quality associates while controlling costs, which could adversely affect our operating results
- 14We may be unable to adequately maintain and/or update our information systems
- 15Our 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
- 16Our information technology projects may not yield their intended results
- 17We may be unable to source merchandise in a timely and cost-effective manner
- 18Our vendors may not adhere to our Terms of Engagement or to applicable laws
- 19There may be concerns about the safety of products that we sell
- 20We may be unable to raise additional capital or maintain bank credit on favorable terms, which could adversely affect our business and financial condition
- 21Our capital allocation could be inefficient or ineffective
Other Kohl's 10-Ks
- FY2026 10-K risk factors26 risks10 new5 dropped9 reworded
Kohl's expanded disclosures on tariff volatility, tax exposure, and AI implementation risks.
Filed Mar 19, 2026
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.