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KOHLS Corp false 0000885639 0000885639 2022-11-17 2022-11-17 0000885639 us-gaap:CommonStockMember 2022-11-17 2022-11-17 0000885639 us-gaap:PreferredStockMember 2022-11-17 2022-11-17

 

 

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 17, 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 November 17, 2022, Kohl’s Corporation (the “Company”) issued a press release reporting its earnings for the quarter ended October 29, 2022. Given the recent volatility in business trends, the significant macroeconomic headwinds, along with the unexpected CEO transition, the Company also announced that it will not be providing guidance for the fourth quarter, and therefore is withdrawing its prior full year 2022 guidance. 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 November 17, 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 Share Repurchase Agreement

On November 2, 2022, the Company’s $500 million accelerated share repurchase agreement (ASR) was completed, with final settlement occurring on November 7, 2022. In total, the Company received 17.9 million shares, including 11.8 million shares in the third quarter and the remaining 6.1 million shares in the fourth quarter.

Quarterly Dividend

As previously announced, on November 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 December 21, 2022 to all shareholders of record at the close of business on December 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, 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 November 17, 2022
99.2    Presentation Materials for November 17, 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.

 

Dated: November 17, 2022   KOHL’S CORPORATION
    By:  

/s/ Jason J. Kelroy

      Jason J. Kelroy
      Senior Executive Vice President, General Counsel and Corporate Secretary
EX-99.1 2 d699793dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Kohl’s Reports Third Quarter Fiscal 2022 Financial Results

 

   

Third quarter comparable sales decrease 6.9% and net sales decrease 7.2%

 

   

Third quarter diluted earnings per share of $0.82

 

   

Kohl’s Board has formed search committee to oversee the search for a new CEO while Tom Kingsbury has agreed to serve as Interim CEO during the transition period

MENOMONEE FALLS, Wis.—(BUSINESS WIRE)—November 17, 2022— Kohl’s Corporation (NYSE:KSS) today reported results for the quarter ended October 29, 2022.

 

     Three Months     Nine Months  

($ in millions, except per share data)

   October 29,
2022
    October 30,
2021
    Change     October 29,
2022
    October 30,
2021
    Change  

Total revenue

   $ 4,277     $ 4,600       (7.0 %)    $ 12,079     $ 12,934       (6.6 %) 

Net sales(1)

     (7.2 %)      15.5       (7.1 %)      33.9  

Gross margin

     37.3     39.9     (263 ) bps      38.4     40.6     (215 ) bps 

Selling, general, and administrative expenses

   $ 1,334     $ 1,380       (3.3 %)    $ 3,910     $ 3,791       3.1

Reported

            

Net income

   $ 97     $ 243       (60 %)    $ 254     $ 639       (60 %) 

Diluted earnings per share

   $ 0.82     $ 1.65       (50 %)    $ 2.02     $ 4.19       (52 %) 

Non-GAAP(2)

            

Adjusted net income

   $ 97     $ 243       (60 %)    $ 254     $ 790       (68 %) 

Adjusted diluted earnings per share

   $ 0.82     $ 1.65       (50 %)    $ 2.02     $ 5.18       (61 %) 

 

(1)

Represents change in Net sales vs. prior year period.

(2)

Amounts shown for the three and nine months ended October 29, 2022 and the three months ended October 30, 2021 are GAAP as there are no adjustments to Non-GAAP. These amounts are shown for comparability purposes.

“The Kohl’s Board is focused on supporting the management team during this CEO transition period, as well as the Board’s search committee in its pursuit of finding the next CEO to lead Kohl’s. We look forward to partnering with Interim CEO Tom Kingsbury and the entire leadership team to execute at the highest level this holiday season, while also capitalizing on opportunities to strengthen the business. Kohl’s is a great company with extremely bright prospects and I am confident we will find the right candidate to successfully position Kohl’s to drive sales, grow earnings and create shareholder value. On behalf of the Board, I want to thank all of our associates for their dedication and hard work,” said Peter Boneparth, Kohl’s Independent Board Chair.

2022 Outlook Commentary

Given the recent volatility in business trends, the significant macroeconomic headwinds, along with the unexpected CEO transition, the Company will not be providing guidance for the fourth quarter, and therefore is withdrawing its prior full year 2022 guidance.

Accelerated Share Repurchase Agreement

On November 2, 2022, the Company’s $500 million accelerated share repurchase agreement (ASR) was completed, with final settlement occurring on November 7, 2022. In total, the Company received 17.9 million shares, including 11.8 million shares in the third quarter and the remaining 6.1 million shares in the fourth quarter.

Dividend

As previously announced, on November 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 December 21, 2022 to shareholders of record at the close of business on December 7, 2022.

Third Quarter 2022 Earnings Conference Call

Kohl’s will host its quarterly earnings conference call at 9:00 am ET on November 17, 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     Nine Months Ended  

(Dollars in Millions, Except per Share Data)

   October 29,
2022
    October 30,
2021
    October 29,
2022
    October 30,
2021
 

Net sales

   $ 4,052     $ 4,366     $ 11,386     $ 12,251  

Other revenue

     225       234       693       683  

Total revenue

     4,277       4,600       12,079       12,934  

Cost of merchandise sold

     2,541       2,623       7,013       7,282  

Gross margin rate

     37.3     39.9     38.4     40.6

Operating expenses:

        

Selling, general, and administrative

     1,334       1,380       3,910       3,791  

As a percent of total revenue

     31.2     30.0     32.4     29.3

Depreciation and amortization

     202       210       608       631  

Operating income

     200       387       548       1,230  

Interest expense, net

     81       66       226       195  

Loss on extinguishment of debt

     —         —         —         201  

Income before income taxes

     119       321       322       834  

Provision for income taxes

     22       78       68       195  

Net income

   $ 97     $ 243     $ 254     $ 639  

Average number of shares:

        

Basic

     118       145       124       151  

Diluted

     119       147       126       153  

Earnings per share:

        

Basic

   $ 0.82     $ 1.67     $ 2.05     $ 4.24  

Diluted

   $ 0.82     $ 1.65     $ 2.02     $ 4.19  

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

(Unaudited)

 

     Three Months Ended      Nine Months
Ended
 

(Dollars in Millions, Except per Share Data)

   October 29,
2022
     October 30,
2021
     October 29,
2022
     October 30,
2021
 

Net income

           

GAAP

   $ 97      $ 243      $ 254      $ 639  

Loss on extinguishment of debt

     —          —          —          201  

Income tax impact of items noted above

     —          —          —          (50

Adjusted (non-GAAP)

   $ 97      $ 243      $ 254      $ 790  

Diluted earnings per share

           

GAAP

   $ 0.82      $ 1.65      $ 2.02      $ 4.19  

Loss on extinguishment of debt

     —          —          —          1.32  

Income tax impact of items noted above

     —          —          —          (0.33

Adjusted (non-GAAP)(1)

   $ 0.82      $ 1.65      $ 2.02      $ 5.18  

 

(1)

Amounts shown for the three and nine months ended October 29, 2022 and the three months ended October 30, 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)

   October 29,
2022
     October 30,
2021
 

Assets

     

Current assets:

     

Cash and cash equivalents

   $ 194      $ 1,873  

Merchandise inventories

     4,874        3,642  

Other

     366        373  

Total current assets

     5,434        5,888  

Property and equipment, net

     8,117        7,329  

Operating leases

     2,318        2,293  

Other assets

     365        441  

Total assets

   $ 16,234      $ 15,951  

Liabilities and Shareholders’ Equity

     

Current liabilities:

     

Accounts payable

   $ 2,014      $ 2,135  

Accrued liabilities

     1,436        1,545  

Borrowings under revolving credit facility

     668        —    

Current portion of:

     

Long-term debt

     164        —    

Finance leases and financing obligations

     95        117  

Operating leases

     109        142  

Total current liabilities

     4,486        3,939  

Long-term debt

     1,747        1,909  

Finance leases and financing obligations

     2,791        2,072  

Operating leases

     2,595        2,537  

Deferred income taxes

     165        196  

Other long-term liabilities

     354        367  

Shareholders’ equity

     4,096        4,931  

Total liabilities and shareholders’ equity

   $ 16,234      $ 15,951  


KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     Nine Months Ended  

(Dollars in Millions)

   October 29,
2022
    October 30,
2021
 

Operating activities

    

Net income

   $ 254     $ 639  

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

    

Depreciation and amortization

     608       631  

Share-based compensation

     37       35  

Deferred income taxes

     (41     (103

Loss on extinguishment of debt

     —         201  

Non-cash lease expense

     81       107  

Other non-cash expenses

     12       10  

Changes in operating assets and liabilities:

    

Merchandise inventories

     (1,802 )     (1,044

Other current and long-term assets

     102       574  

Accounts payable

     331       659  

Accrued and other long-term liabilities

     76       172  

Operating lease liabilities

     (83     (107

Net cash (used in) provided by operating activities

     (425     1,774  

Investing activities

    

Acquisition of property and equipment

     (733     (426

Proceeds from sale of real estate

     31       35  

Net cash used in investing activities

     (702     (391

Financing activities

    

Proceeds from issuance of debt

     —         500  

Net borrowings under revolving credit facility

     668       —    

Deferred financing costs

     —         (8

Treasury stock purchases

     (658     (807

Shares withheld for taxes on vested restricted shares

     (21     (26

Dividends paid

     (184     (114

Reduction of long-term borrowings

     —         (1,044

Premium paid on redemption of debt

     —         (192

Finance lease and financing obligation payments

     (81     (96

Proceeds from financing obligations

     9       8  

Proceeds from stock option exercises

     1       1  

Other

     —         (3

Net cash used in financing activities

     (266     (1,781

Net decrease in cash and cash equivalents

     (1,393     (398

Cash and cash equivalents at beginning of period

     1,587       2,271  

Cash and cash equivalents at end of period

   $ 194     $ 1,873  
EX-99.2 3 d699793dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 Q3 2022 Results Presentation November 17, 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


Q3 2022 Results Presentation Q3 2022 Results 4 2022 Outlook Commentary 10 Our Strategy 12 3


Q3 2022 Results 4


Q3 2022 Summary Key Takeaways Q3 2022 • Comparable sales declined (6.9%) versus Q3 2021; net sales declined (7.2%) • Performance during the third quarter was relatively in line with our expectations, as the organization • Gross margin decreased (263 bps) compared to last year due to increased freight costs managed the business effectively in a challenging and product cost inflation, as well as elevated shrink macroeconomic environment • SG&A expense decreased (3.3%) benefiting primarily from the lack of holiday-based retention • High inflation continues to dampen consumer incentives this year and lapping last year’s Sephora roll out expenses, as well as disciplined spending and our business, especially expense management which offset wage headwinds in the discretionary categories we offer. • Operating margin of 4.7% in Q3 with diluted earnings per share of $0.82 Our middle-income customers continued to purchase fewer items per trip and trade • Inventory increased 34% to last year, with our Sephora at Kohl’s beauty investments contributing down to value-oriented private brands 5 percentage points of the increase; when compared to the third quarter of 2019, inventory was flat • Sephora, a key element of our strategy, delivered strong beauty sales growth. We continue to see mid-to-high single digit percent sales lifts in stores with Sephora relative to the balance of the chain • Subsequent to the end of the quarter, completed $500M accelerated share repurchase program. In total, received 17.9M shares, consisting of 11.8M shares in Q3 and the remaining 6.1M shares in Q4 • Focused on maintaining strong balance sheet with long-term objective of sustaining Investment Grade rating with leverage target of 2.5x 5 5


Sephora at Kohl’s continues to drive impressive results in Q3 • 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. • Approximately 400 Sephora shops opened in 2022 and 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 6


Q3 2022 Gross Margin & SG&A Expense Performance Gross Margin SG&A Expense Decreased (263 bps) versus Q3 2021 Deleveraged (120 bps) vs Q3 2021 $1,380M $1,334M 39.9% 37.3% % Total 30.0% 31.2% Revenue Q3 2021 Q3 2022 Q3 2021 Q3 2022 Q3 2022 Gross Margin Takeaways Q3 2022 SG&A Takeaways • Elevated freight costs pressured margin by 150 bps • Lack of holiday-based retention incentives this year • Higher product costs driven by inflation were a 50 bps headwind • Lapping last year’s Sephora roll out expenses • Elevated shrink • Disciplined expense management offset continued wage headwinds • Continued to benefit from price/promotion optimization 7


Committed to Balance Sheet Strength Through Balanced Capital Allocation Strategy • Long-term objective of maintaining Investment Grade rating with a leverage target of 2.5x • Will continue to prioritize investments in the business, followed by our commitment to the dividend with excess cash deployed for liability management and share repurchases • 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 2022 Actions Forward Commitments • Investment in the Business • Return to normalized cash & path to 2.5x leverage ratio • Investing approximately $825M, driven by -400 additional Sephora shops • Investment in our Business Remains First Priority of Cash Usage and store refreshes • Open 250 additional Sephora at Kohl’s shops, as well as make • Commitment to the Dividend progress on developing a smaller footprint concept for our remaining 300 stores • Increased quarterly dividend to $0.50 per share, equating to a $2.00 annual run rate • Expect capital expenditures to be lower in 2023 than in 2022 • Share Repurchases • Commitment to the Dividend • $658M in share repurchases, inclusive of $500M ASR completed on November 2, 2022 • Remain firmly committed to our current dividend • Asset Monetization • Liability Management • Will continue normal process of regularly evaluating real estate to optimize portfolio, but not engage in a transformative sale-leaseback transaction at this time • Plan to retire the 2023 bond maturities totaling $275M during 2023 • Revolver • Share Repurchases • Leveraged revolver to support seasonal inventory build ahead of holiday as well as to fund the ASR • We are not planning on repurchasing any additional shares until our balance sheet is strengthened on a path towards • Expect to fully repay revolver borrowings in early December as we move through our leverage target of 2.5 times the key parts of the holiday selling season. 8


Q3 Key Metrics Consolidated Statement of Operations Three Months Ended (Dollars in Millions) October 29, 2022 October 30, 2021 Net Sales $ 4,052 $ 4,366 Total Revenue 4,277 4,600 Gross Margin Rate 37.3% 39.9% SG&A 1,334 1,380 Depreciation 202 210 Operating Income 200 387 Interest Expense 81 66 Provision for Income Taxes 22 78 Net Income 97 243 Diluted EPS $0.82 $1.65 Key Balance Sheet Items October 29, 2022 October 30, 2021 (Dollars in Millions) Cash and Cash Equivalents $ 194 $ 1,873 Merchandise Inventories 4,874 3,642 Accounts Payable 2,014 2,135 Borrowings under revolving credit facility 668 0 Current portion of Long-term debt 164 0 Long-term Debt 1,747 1,909 Key Cash Flow items October 29, 2022 (Dollars in Millions) Three Months Ended Nine Months Ended Operating Cash Flow $ 121 $ (425) Capital Expenditures (185) (733) Net, Finance lease and Financing obligations (22) (72) (1) $ (86) $ (1,230) Free Cash Flow 9 (1) - Free Cash Flow is a non-GAAP financial measures. Please refer to the reconciliation included in the Appendix for more information.


2022 Outlook Commentary 10


Fourth Quarter 2022 Considerations Strengths Challenges • 600+ Sephora at Kohl’s shops open this Holiday vs. 200 last year • Challenging macroeconomic environment with persistently high inflation • Lapping sales headwinds in Q4 2021 due to lack of inventory driven by global supply chain issues • Recent demand trends have been unpredictable when comparing to last year • Amplify value-driven messaging and product newness • Expectation that holiday season will be competitive • Remain agile with disciplined inventory and expense management and highly promotional • Unexpected CEO transition 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 Long-Term 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 • Long-term opportunity to open 100 and active apparel for the family to outperform the balance of chain, differentiated loyalty device new smaller format stores, attracting new customers that provides a fly-wheel effect including several in 2022 and 2023 • Women’s: Focus on adjacent and driving traffic on customer return visits categories including dress • Expanding omni capabilities and elevated casual, • ~600 Sephora shops open to date, • Kohl’s Rewards: 30M+ loyalty in stores and amplify inclusivity with another 250 planned for 2023, members spend 2x more than • Self-service BOPUS in all stores taking our total to 850 non-loyalty members • Men’s: Recent brand introductions in 2022 2,500 sq. ft. shops of Tommy Hilfiger, Eddie Bauer, • Kohl’s Card: Industry-leading private • Piloting self-returns Hurley, and Calvin Klein • Working with Sephora to design label credit card • Testing self-service checkout a smaller footprint concept for • Denim: Leading destination • Enhanced rewards to get 50% our remaining 300 stores, creating • Enhancing digital experience for national branded denim more on every purchase (7.5%) a Sephora presence across our to drive growth (Levi’s, Lee) along with • Launching co-branded card entire store base value-oriented private label • Expanded online assortment • Loyalty platform drives enhanced offerings (Sonoma, Lauren Conrad) • Drive innovation across partnership through Kohl’s Marketplace personalized marketing (impulse merchandising, Sephora • Active: Fuel growth in Active to at • Kohl’s Media Network and efficiencies gift cards) least 30% of sales, driven by key national brands (Nike, Under • Expanding holiday gifting Armour, Adidas) 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 Build on initial success sourcing and direct factory negotiations • Goal to lower spend ratio to 4.0% of Sourcing Cost Savings in improving marketing sales or below • Developing strategies to further reduce + efficiency reliance on third party agents • Simplified pricing while reducing • Reduced technology expenses by promoted offers Optimizing Price / Focused on maintaining rebalancing technology staff with more Promotion Strategies technology efficiency • Greater deployment of targeted and internal labor personalized offers 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


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 17 Note: See Kohl’s 2021 ESG Report for a thorough overview of the company’s efforts


Appendix 18


Reconciliations Free Cash Flow October 29, 2022 ($ in millions) Three Months Ended Nine Months Ended Net cash provided by operating activities $ 121 $ (425) Acquisition of property and equipment (185) (733) Finance lease and financing obligation payments (26) (81) 4 9 Proceeds from financing obligations Free Cash Flow $ (86) $ (1,230) 19