8-K

Dated: August 18, 2022

KOHL’S CORPORATION

/s/ Jason J. Kelroy

Jason J. Kelroy

Senior Executive Vice President, General Counsel and Corporate Secretary

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): August 18, 2022

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin

001-11084

39-1630919

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

N56 W17000 Ridgewood Drive

Menomonee Falls, Wisconsin

53051

(Address of principal executive offices)

(Zip Code)

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)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	KSS	New York Stock Exchange
Preferred Stock Purchase Rights	—	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.

Results of Operations and Financial Condition.

On August 18, 2022, Kohl’s Corporation (the “Company”) issued a press release reporting its earnings for the quarter ended July 30, 2022 and updating its 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 August 18, 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.

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.

Item 8.01.

Other Events.

Accelerated Stock Repurchase Agreement

On August 18, 2022, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”), pursuant to its previously announced share repurchase program, with Goldman Sachs & Co. LLC (“Goldman”) to repurchase approximately $500 million of the Company’s common stock.

Under the ASR Agreement, the Company will make an aggregate payment of $500 million to Goldman and will receive an aggregate initial delivery of approximately 11.8 million shares of common stock on August 22, 2022, representing approximately 80% of the total shares that are expected to be repurchased under the ASR Agreement. The exact number of shares the Company ultimately will repurchase under the ASR Agreement will be based generally on the average of the daily volume-weighted average price per share of the common stock during the repurchase period, less a discount and is subject to adjustments pursuant to the terms and conditions of the ASR Agreement. At settlement, under certain circumstances, Goldman may be required to deliver additional shares of common stock to the Company, or under certain circumstances, the Company may be required either to deliver shares of common stock or to make a cash payment to Goldman. Final settlement of the transactions under the ASR Agreement is expected to occur in November 2022.

Subject to completion of the repurchase under the ASR Agreement, the Company expects approximately $2.5 billion of shares of its common stock will remain available for repurchase under its current share repurchase program. While the amount and timing of future share purchases are subject to a number of factors, including the Company’s business, share price and general market conditions, the Company intends to continue to return capital to shareholders through dividends and share repurchases. The remaining share repurchases may be made in the open market, through block trades, and other negotiated transactions. The Company expects to execute the share repurchase program primarily in open market transactions, subject to market conditions. There is no fixed termination date for the share repurchase program, and the program may be suspended, discontinued, or accelerated at any time.

Quarterly Dividend

As previously announced, on August 9, 2022, the Board of Directors of the Company declared a quarterly cash dividend of $0.50 per share. The dividend will be paid on September 21, 2022 to all shareholders of record at the close of business on September 7, 2022.

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,” “intends,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Such statements, including statements regarding future performance, business conditions or results of operations, the timing and amount of any share repurchases pursuant to the Company’s share repurchase program and other information 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 and Item 1A of Part II of the Company’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2022, 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 the Company undertakes no obligation to update them.

In the attached press release and presentation materials, the Company provides information regarding adjusted net income, adjusted diluted earnings 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, adjusted diluted earnings per share, and free cash flow are provided in the press release and presentation materials attached hereto as Exhibits 99.1 and 99.2, respectively. 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.


Exhibit No.		Description

99.1		Press Release dated August 18, 2022

99.2		Presentation Materials for August 18, 2022 Quarterly Earnings Conference Call

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

EX-99.1

Exhibit 99.1

Kohl’s Reports Second Quarter Fiscal 2022 Financial Results

•

Second quarter comparable sales decrease 7.7% and net sales decrease 8.5%

•

Second quarter diluted earnings per share of $1.11

•

Updates full year 2022 financial outlook

•

Company enters into $500 million accelerated share repurchase agreement

MENOMONEE FALLS, Wis.—(BUSINESS WIRE)—August 18, 2022— Kohl’s Corporation (NYSE:KSS) today reported results for the quarter ended July 30, 2022.


	Three Months									Six Months
($ in millions, except per share data)	July 30, 2022			July 31, 2021			Change			July 30, 2022			July 31, 2021			Change
Total revenue	$	4,087		$	4,447			(8.1	%)	$	7,802		$	8,334			(6.4	%)
Net sales⁽¹⁾		(8.5	%)		31.4	%					(7.0	%)		46.8	%
Gross margin		39.6	%		42.5	%		(290	) bps		39.0	%		40.9	%		(189	) bps
Selling, general, and administrative expenses	$	1,283		$	1,241			3.4	%	$	2,576		$	2,411			6.8	%
Reported
Net income	$	143		$	382			(63	%)	$	157		$	396			(60	%)
Diluted earnings per share	$	1.11		$	2.48			(55	%)	$	1.22		$	2.55			(52	%)
Non-GAAP⁽²⁾
Adjusted net income	$	143		$	382			(63	%)	$	157		$	547			(71	%)
Adjusted diluted earnings per share	$	1.11		$	2.48			(55	%)	$	1.22		$	3.52			(65	%)

(1)	Represents change in Net sales vs. prior year period.

(2)	Amounts shown for the three and six months ended July 30, 2022 and the three months ended July 31, 2021 are GAAP as there are no adjustments to Non-GAAP. These amounts are shown for comparability purposes.

“Second quarter results were impacted by a weakening macro environment, high inflation and dampened consumer spending, which especially pressured our middle-income customers. We have adjusted our plans, implementing actions to reduce inventory and lower expenses to account for a softer demand outlook. Kohl’s has navigated difficult periods in the past and I am confident in our ability to successfully manage through the current uncertainty. I want to thank our incredible associates around the country for their commitment to Kohl’s and for providing excellent service to our customers every day. We continue to execute on our transformation strategy and are pleased to deliver outsized performance in the nearly 600 stores which have been refreshed and elevated, featuring Sephora as a key cornerstone,” said Michelle Gass, Kohl’s chief executive officer.

“While 2022 has turned out to be more challenging than initially expected, Kohl’s remains a financially strong company with significant long-term growth potential. Our $500 million accelerated share repurchase underscores our steadfast confidence in Kohl’s future and focus on creating shareholder value. We also remain firmly committed to our current dividend,” said Gass.

Updated 2022 Financial Outlook

The Company is updating its full year 2022 financial outlook to include the following:

•

Net sales is now expected to decline in the range of (5%) to (6%) as compared to the prior year

•

Operating margin is now expected to be in the range of 4.2% to 4.5%

•

Earnings per share is now expected to be in the range of $2.80 to $3.20, excluding any non-recurring charges

Accelerated Share Repurchase Agreement

On August 18, 2022, the Company entered into an accelerated share repurchase agreement (ASR), pursuant to its previously announced share repurchase program, to repurchase approximately $500 million of the Company’s common stock.

Dividend

As previously announced, on August 9, 2022, Kohl’s Board of Directors declared a quarterly cash dividend on the Company’s common stock of $0.50 per share. The dividend is payable September 21, 2022 to shareholders of record at the close of business on September 7, 2022.

Second Quarter 2022 Earnings Conference Call

Kohl’s will host its quarterly earnings conference call at 9:00 am ET on August 18, 2022. A webcast of the conference call and the related presentation materials will be available via the Company’s web site at investors.kohls.com, both live and after the call.

Cautionary Statement Regarding Forward-Looking Information and Non-GAAP Measures

This press release 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 and Item 1A of Part II of the Company’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2022, 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 this press release, the Company provides information regarding adjusted net income and adjusted diluted earnings per share, 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. A reconciliation of adjusted net income and adjusted diluted earnings per share is provided in this release. 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.

About Kohl’s

Kohl’s (NYSE: KSS) is a leading omnichannel retailer. With more than 1,100 stores in 49 states and the online convenience of Kohls.com and the Kohl’s App, Kohl’s offers amazing national and exclusive brands at incredible savings for families nationwide. Kohl’s is uniquely positioned to deliver against its strategy and its vision to be the most trusted retailer of choice for the active and casual lifestyle. Kohl’s is committed to progress in its diversity and inclusion pledges, and the company’s environmental, social and corporate governance (ESG) stewardship. For a list of store locations or to shop online, visit Kohls.com. For more information about Kohl’s impact in the community or how to join our winning team, visit Corporate.Kohls.com or follow @KohlsNews on Twitter.

Contacts

Investor Relations:

Mark Rupe, (262) 703-1266, mark.rupe@kohls.com

Media:

Jen Johnson, (262) 703-5241, jen.johnson@kohls.com

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended						Six Months Ended
(Dollars in Millions, Except per Share Data)	July 30, 2022			July 31, 2021			July 30, 2022			July 31, 2021
Net sales	$	3,863		$	4,223		$	7,334		$	7,885
Other revenue		224			224			468			449
Total revenue		4,087			4,447			7,802			8,334
Cost of merchandise sold		2,332			2,426			4,472			4,659
Gross margin rate		39.6	%		42.5	%		39.0	%		40.9	%
Operating expenses:
Selling, general, and administrative		1,283			1,241			2,576			2,411
As a percent of total revenue		31.4	%		27.9	%		33.0	%		28.9	%
Depreciation and amortization		206			210			406			421
Operating income		266			570			348			843
Interest expense, net		77			62			145			129
Loss on extinguishment of debt		—			—			—			201
Income before income taxes		189			508			203			513
Provision for income taxes		46			126			46			117
Net income	$	143		$	382		$	157		$	396
Average number of shares:
Basic		127			152			127			153
Diluted		128			154			129			155
Earnings per share:
Basic	$	1.13		$	2.51		$	1.24		$	2.58
Diluted	$	1.11		$	2.48		$	1.22		$	2.55

ADJUSTED NET INCOME AND DILUTED EARNINGS PER SHARE, NON-GAAP FINANCIAL MEASURES

(Unaudited)


	Three Months Ended				Six Months Ended
(Dollars in Millions, Except per Share Data)	July 30, 2022		July 31, 2021		July 30, 2022		July 31, 2021
Net income
GAAP	$	143	$	382	$	157	$	396
Loss on extinguishment of debt		—		—		—		201
Income tax impact of items noted above		—		—		—		(50	)
Adjusted (non-GAAP)	$	143	$	382	$	157	$	547
Diluted earnings per share
GAAP	$	1.11	$	2.48	$	1.22	$	2.55
Loss on extinguishment of debt		—		—		—		1.29
Income tax impact of items noted above		—		—		—		(0.32	)
Adjusted (non-GAAP)⁽¹⁾	$	1.11	$	2.48	$	1.22	$	3.52

(1)	Amounts shown for the three and six months ended July 30, 2022 and the three months ended July 31, 2021 are GAAP as there are no adjustments to Non-GAAP. These amounts are shown for comparability purposes.

KOHL’S CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Dollars in Millions)	July 30, 2022		July 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	222	$	2,569
Merchandise inventories		4,034		2,733
Other		374		356
Total current assets		4,630		5,658
Property and equipment, net		8,228		7,107
Operating leases		2,296		2,301
Other assets		469		440
Total assets	$	15,623	$	15,506
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	1,497	$	1,495
Accrued liabilities		1,426		1,554
Borrowings under revolving credit facility		79		—
Current portion of:
Long-term debt		164		—
Finance leases and financing obligations		96		117
Operating leases		108		143
Total current liabilities		3,370		3,309
Long-term debt		1,747		1,909
Finance leases and financing obligations		2,830		1,906
Operating leases		2,568		2,532
Deferred income taxes		194		245
Other long-term liabilities		370		386
Shareholders’ equity		4,544		5,219
Total liabilities and shareholders’ equity	$	15,623	$	15,506

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended
(Dollars in Millions)	July 30, 2022			July 31, 2021
Operating activities
Net income	$	157		$	396
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		406			421
Share-based compensation		26			25
Deferred income taxes		(12	)		(57	)
Loss on extinguishment of debt		—			201
Non-cash lease expense		56			74
Other non-cash expenses		5			9
Changes in operating assets and liabilities:
Merchandise inventories		(964	)		(138	)
Other current and long-term assets		(29	)		590
Accounts payable		(185	)		19
Accrued and other long-term liabilities		51			228
Operating lease liabilities		(57	)		(76	)
Net cash (used in) provided by operating activities		(546	)		1,692
Investing activities
Acquisition of property and equipment		(548	)		(191	)
Proceeds from sale of real estate		4			4
Net cash used in investing activities		(544	)		(187	)
Financing activities
Proceeds from issuance of debt		—			500
Net borrowings under revolving credit facility		79			—
Deferred financing costs		—			(5	)
Treasury stock purchases		(158	)		(301	)
Shares withheld for taxes on vested restricted shares		(20	)		(25	)
Dividends paid		(127	)		(77	)
Reduction of long-term borrowings		—			(1,044	)
Premium paid on redemption of debt		—			(192	)
Finance lease and financing obligation payments		(55	)		(65	)
Proceeds from financing obligations		5			4
Proceeds from stock option exercises		1			1
Other		—			(3	)
Net cash used in financing activities		(275	)		(1,207	)
Net (decrease) increase in cash and cash equivalents		(1,365	)		298
Cash and cash equivalents at beginning of period		1,587			2,271
Cash and cash equivalents at end of period	$	222		$	2,569

EX-99.2

Exhibit 99.2 Q2 2022 Results Presentation August 18, 2022

Cautionary Statement Regarding Forward-Looking Information This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as believes, anticipates, plans, may, intends, will, should, expects, and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, comments about Kohl's future financial plans, capital generation, management and deployment strategies, adequacy of capital resources and the competitive environment. 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, risks described more fully in Item 1A in the Company's Annual Report on Form 10-K and Item 1A of Part II of the Company's Quarterly Report on Form 10-Q for the first quarter of fiscal 2022, which are expressly incorporated herein by reference, and other factors as may periodically be described in the Company's filings with the SEC. Any number of risks and uncertainties could cause actual results to differ materially from those Kohl’s expresses in its forward-looking statements, including macroeconomic conditions such as inflation and the long-term impact of COVID-19 on the economy and the pace of recovery thereafter. Forward-looking statements speak as of the date they are made, and Kohl’s undertakes no obligation to update them. Non-GAAP Financial Measures In addition, this presentation contains non-GAAP financial measures, including Free Cash Flow. Reconciliations of all non-GAAP measures to the most directly comparable GAAP measures are included in the Appendix of this presentation. 2

Q2 2022 Results Presentation Q2 2022 Results 4 Updated 2022 Outlook 10 Our Strategy 12 3

Q2 2022 Results 4

Q2 2022 Summary Key Takeaways • A weakening macro environment, high inflation and dampened consumer spending are having broad implications across much of retail, especially in discretionary categories like apparel. Given our penetration in these discretionary categories, this is disproportionately impacting Kohl’s. • Our Q2 results reflect a middle-income customer that has become more cost conscious and is feeling greater pressure on their budget -- we are seeing customers make fewer shopping trips, spend less per transaction, and shift towards our value-oriented private brands. • Continuing to make progress in our strategic transformation, and now have nearly 600 of our stores recently refreshed and reflecting our forward vision as the leading destination for the active and casual lifestyle, with Sephora as a key cornerstone • Sephora at Kohl’s continues to exceed expectations driving incremental sales and attracting new customers in stores with a Sephora shop-in-shop • Entered into $500M ASR agreement on August 18 and remain firmly committed to our current dividend • Focused on maintaining strong balance sheet with long-term objective of sustaining Investment Grade rating Q2 2022 • Comparable sales decreased (7.7%) versus Q2 2021; net sales decreased (8.5%) • Gross margin decreased (290 bps) compared to last year due to increased freight costs and product cost inflation, as well as elevated promotions • SG&A expense increased 3.4% in Q2, driven largely by investments in key strategic initiatives, including Sephora store openings and store refreshes, as well as higher wages and transportation costs • Operating margin of of 6.5% in Q2 2022 with diluted earnings per share of $1.11 • Inventory increased 48% versus last year due to lower sales and unique factors, including investment in beauty, higher in-transit and pack and hold inventory; excluding the unique factors, inventory increased 27% to last year and decreased (8%) to Q2 2019 5 5

Q2 Key Metrics Consolidated Statement of Operations Three Months Ended (Dollars in Millions) July 30, 2022 July 31, 2021 Net Sales $ 3,863 $ 4,223 Total Revenue 4,087 4,447 Gross Margin Rate 39.6% 42.5% SG&A 1,283 1,241 Depreciation 206 210 Operating Income 266 570 Interest Expense 77 62 Provision for Income Taxes 46 126 Net Income 143 382 Diluted EPS $1.11 $2.48 Key Balance Sheet Items July 30, 2022 July 31, 2021 (Dollars in Millions) Cash and Cash Equivalents $ 222 $ 2,569 Merchandise Inventories 4,034 2,733 Accounts Payable 1,497 1,495 Borrowings under revolving credit facility 79 – Current portion of Long-term debt 164 – Long-term Debt 1,747 1,909 Key Cash Flow items July 30, 2022 (Dollars in Millions) Three Months Ended Six Months Ended Operating Cash Flow $ (86) $ (546) Capital Expenditures (327) (548) Net, Finance lease and Financing obligations (25) (50) (1) $ (438) $ (1,144) Free Cash Flow 6 (1) - Free Cash Flow is a non-GAAP ﬁnancial measures. Please refer to the reconciliation included in the Appendix for more information.

Q2 2022 Gross Margin & SG&A Expense Performance Gross Margin SG&A Expense Decreased (290 bps) versus Q2 2021 Deleveraged (351 bps) vs Q2 2021 $1,283M 42.5% $1,241M 39.6% % Total 27.9% 31.4% Revenue Q2 2021 Q2 2022 Q2 2021 Q2 2022 Q2 2022 Gross Margin Takeaways Q2 2022 SG&A Takeaways • Elevated freight costs due to global supply chain challenges • Incremental growth investments in our stores, including Sephora and store refreshes totaling $36 million • Higher product costs driven by inflation • Higher wages and transportation costs • Increased promotional activity 7

Q2 Inventory impacted by unique factors $4,034M +$82M +$220M +$269M +$730M $2,733M +27% Accounted for additional +21% Q2 2021 Core In-Transit Sephora / Beauty Pack & Hold Q2 2022 Q2 2022 Inventory Increased 48% Y/Y; excluding unique factors, inventory increased 27% Y/Y and declined (8%) to Q2 2019 • In-transit inventory increased as we incorporated additional transportation time to ensure we meet consumer demand • Sephora / Beauty inventory increased to support the 400 Sephora shops opening in 2022 • Pack & hold strategies were leveraged for late holiday receipts including sleepwear and fleece 8

Sephora at Kohl’s continues to drive impressive results in Q2 • Kohl’s stores with Sephora continue to outperform the balance of chain, attracting new customers and driving traffic • The partnership is attracting new, younger, and more diverse customers. Customers that shop Sephora at Kohl's visit more frequently than our average customer. • 400 Sephora stores to open in 2022 (48 opened in Q1, 292 opened in Q2, and remaining 60 planned in Q3); will open another 250 shops in 2023, taking our total to 850 2,500 sq. ft. shops • Working with Sephora to design a smaller footprint concept for our remaining 300 stores, creating a Sephora presence across our entire store base • Targeting $2 billion in sales and highly accretive to operating margin 9

Updated 2022 Outlook 10

2022 Updated Outlook Metric Full Year Guidance (5%) to (6%) Net Sales versus 2021 Operating Margin 4.2% to 4.5% EPS $2.80 to $3.20 Capital Allocation Strategy • Capex: Approximately $825 million • Dividend: $0.50 quarterly dividend payable on September 21, 2022 • Share Repurchase Program: Repurchased $158M in shares in Q1 2022 and entered into $500M ASR agreement on August 18, 2022 11

Our Strategy 12

Our Strategy Introduced Oct. 2020 The most trusted retailer of choice for the Active and Casual lifestyle Expand Disciplined Strong Operating Capital Drive Top Line Growth Organizational Margin Management Core Agile, Destination for Differentiated Operating Leading with Maintain Strong Accountable Active & Casual Omnichannel Margin Goal Loyalty & Value Balance Sheet & Inclusive Lifestyle Experience of 7% to 8% Culture Creating Long-term Shareholder Value Return to growth Expand operating margin Solid cash flow generation Return capital to shareholders Maintain strong balance sheet 13

Committed to Creating Value Kohl’s Long-term Financial Framework 1 SALES GROWTH OPERATING MARGIN EPS GROWTH Low-Single Mid-to-High 7% to 8% + = Digits % Single Digits % Capital Allocation Principles Strong Significant Capital Invest in Growth Balance Sheet Returns (1) Mid-to-High single digits EPS growth off of FY22 base 14

Multiple initiatives to support future growth Destination for the Grow Sephora to a Leading with Differentiated Active & Casual Lifestyle $2 Billion Business Loyalty & Value Omnichannel Experience • Be a leading destination for casual • Kohl’s stores with Sephora continue • Kohl’s Cash: Iconic and differentiated • Planning to open 100+ new smaller and active apparel for the family to outperform the balance of chain, loyalty device that provides a fly-wheel format stores in the next several years, attracting new customers and effect on customer return visits expanding reach with $500M+ sales • Women’s: Focus on adjacent categories driving traffic opportunity including dress and elevated casual, • Kohl’s Rewards: 30M+ loyalty members and amplify inclusivity • ~600 Sephora shops open to date, with spend 2x more than non-loyalty • Expanding omni capabilities in stores another 250 planned for 2023, taking members • Men’s: Recent brand introductions of • Self-service BOPUS in all stores in our total to 850 2,500 sq. ft. shops Tommy Hilfiger, Eddie Bauer, Hurley, and • Kohl’s Card: Industry-leading private 2022 Calvin Klein • Working with Sephora to design a label credit card • Piloting self-returns in 10 stores smaller footprint concept for our • Denim: Buffalo Jeans and Levi’s Silver • Enhanced rewards to get 50% more • Testing self-service checkout remaining 300 stores, creating a Tab bring excitement and premium on every purchase (7.5%) Sephora presence across our entire • Enhancing digital experience to drive denim to Kohl’s • Launching co-branded card store base growth • Active: Fuel growth in Active to at least • Loyalty platform drives enhanced • Drive innovation across partnership • Expanded online assortment 30% of sales, driven by key national personalized marketing and efficiencies (cross-company BOPUS, impulse brands (Nike, Under Armour, Adidas) • Kohl’s Media Network merchandising, Sephora gift cards) • Expanding holiday gifting assortment and increasing marketing investment to drive traffic during holiday 2022 15

We remain confident in our ability to expand operating margin to 7% to 8% Gross Margin Drivers SG&A Expense Management Initiatives • Drive inventory turn of 4.0x+ Transform labor across • Scale self-service across chain • Dynamic inventory allocation stores and fulfillment Inventory Management • Drive productivity across fulfillment centers to mitigate • Strategic focus on more productive centers wage inflation categories • Continue to leverage our centralized • Goal to lower spend ratio to 4.0% of Build on initial success sourcing and direct factory negotiations sales or below Sourcing Cost Savings in improving marketing • Developing strategies to further reduce • Reduced marketing expenses by more + efficiency reliance on third party agents than $130M since 2019 • Simplified pricing while reducing • Reduced technology expenses by more promoted offers than $100M since 2019 Optimizing Price / Focused on maintaining Promotion Strategies technology efficiency • Greater deployment of targeted and • Rebalanced technology staff with more personalized offers internal labor Gross Margin 36% to 37% SG&A Expense Ratio 27% to 28% We are confident in our long-term ability to navigate ongoing margin pressure from cost inflation, higher freight expense, wage investments, and increasing digital penetration 16

…And are committed to returning capital to shareholders Maintain strong balance sheet with long-term objective of maintaining Investment Grade rating DIVIDEND SHARE REPURCHASES LIABILITY MANAGEMENT $500M ASR underscores our Remain firmly committed to Plan to retire the 2023 bond steadfast confidence in Kohl’s future our current dividend maturities totaling $275M during and focus on creating shareholder 2023 value We remain firmly committed to the health of our balance sheet and will plan our capital allocation decisions going forward to continue to reflect this priority. 17

Long-standing focus on ESG Stewardship • Environmental, Social, and Governance stewardship is a key component of our strategy and our vision, and guides how we interact with our customers, employees, and our communities Culture Community Climate 100,000 $815M+ Net Zero by 2050 Associates donations through Kohl’s Cares committed to reducing GHG emissions 8 5.5M+ 165 Business Resource Groups volunteer hours served by Kohl’s associates solar and wind locations D&I Framework Tripling Spend 146 introduced in 2020 among diverse suppliers by 2025 EV charging locations 4 18 Note: See Kohl’s 2021 ESG Report for a thorough overview of the company’s eﬀorts

Appendix 19

Reconciliations Free Cash Flow July 30, 2022 ($ in millions) Three Months Ended Six Months Ended Net cash provided by operating activities $ (86) $ (546) Acquisition of property and equipment (327) (548) Finance lease and financing obligation payments (26) (55) 1 5 Proceeds from financing obligations Free Cash Flow $ (438) $ (1,144) 20

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