Slide 1: The Right Team to Maximize Shareholder Value
The Right Team to Maximize Shareholder Value
Slide 2: Forward-looking statements
This communication 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 forw
Slide 3: Executive Summary
Executive Summary World-Class Board and Team to ‘imizing Value for |. Successfully executing a sustainable value Ul. Our strong, thoughtfully Sd Casi este shareholder value Investor Gro
Slide 4: We are successfully executing on a compelling strategy
We are successfully executing on a compelling strategy driving significant, sustainable value
Slide 5: Kohl's has built a powerful foundation for growth
Customers 65M+ 30M+ Active Customers Loyalty Members Accessible and Aspirational Brand rtfolio qe ww Hs in SONOMA sire KOHES+SEPHORA VANS Columbia SIMPLY VERA VERAWANG Stores 1,165 200 ~95% 80% ~40% Kohl's has built a powerful foundation for growth ... Stores in 49 states Stores with Sephora Of stor
Slide 6: While growing the right way
While growing the right way KOHES OCares for People and Planet 100,000 Associates Business Resource Groups D&l Framework introduced in 2020 ;ommunit + donations through Koh''s Cares 5.SM+ volunteer hours served by Kohl's associates Tripling Spend among diverse suppliers by 2025 &.. weak @nam GENERAT
Slide 7: We are completely transforming Kohl's
We are completely transforming Kohl’s — from a department store to a focused lifestyle concept 5-Year Total Shareholder Return': 76% 2017 t ‘SEPT. 2017 MAR. 2020 ‘oct. 2020 App 2021 MAR. 2022 Board proactively led ‘Adapted for Introduced New Strateg Continued FY 2021 Results thoughtful succession pl
Slide 8: The macro environment has brought significant changes to the retail industry
The macro environment has brought significant changes to the retail industry Global COVID-19 Pandemic Supply Chain Disruption Tight LabérMarket Inflationary Environment
Slide 9: Positioning the business for sustainable sales and earnings growth
Kohl's is positioning the business for sustainable sales and earnings growth supported by investments that reinforce our strategy Investments in Omnichannel te ae Enhancing Kohl’s Product Differentiation Driving Engagement Through Loyalty & Value Data Drives Better Decision Making ‘only or digitalon
Slide 10: Kohl's has outperformed its peers
Amidst the macroeconomic headwinds, Kohl’s has outperformed its peers 5 Year TSR 72% (15%) KSS (HUSP) KSS (Actual) Direct Peers Off-Price Other Retail
Slide 11: Kohl's EBITDA margin is well above peer average
Kohl’s EBITDA margin is well above the broader peer average 2017A-2022E Average EBITDA Margin’ 13.0% 11.9% Kohl’s Direct Peers Off-Price Other Retail
Slide 12: Kohl's EPS has improved meaningfully under current leadership
Kohl’s EPS has improved meaningfully under current leadership, exceeding peers 2017A-2022E EPS CAGR' 11.6% Direct Peers Off-Price Other Retail
Slide 13: Better positioned today than pre-COVID expectations
In fact, Kohl’s is better positioned today relative to where expectations were pre-COVID EBITDA EPS crease ee $2,518 $2,016 Pre-COVID 2021 2021 Actual Analyst Consensus 2021 Actual! Pre-COVID 2021 Analyst Consensus
Slide 14: Kohl's announced record 2021 EPS
Kohl’s announced record 2021 EPS Strong momentum driving top: le growth Analyst Commentary * Strength in our Active business, which grew more than 40% in 2021 ‘Sephora launched Continued focus on the active segment, rejuvenation, particularly in women’s apparel.” Fundamentally restructured business
Slide 15: Our Strategy
Our Strategy Intrediuced Oct. 2020 The-most;trusted;retailer,of-choices for the Active and Casual lifestyle Expand Strong Drive Top Line Growth Operating Capi Organizational Margin Management Core Destination for Active & Casual Leading with ile, Differentiated Operating Maintain Strong Accountable
Slide 16: Committed to Creating Value
Committed to Creating Value Kohl’s Financial Framework SALES GROWTH OPERATING MARGIN EPS GROWTH? Low-Single Digits % Roto Capital Allocation Principles . Significant Capital Balance Sheet Invest in Growth
Slide 17: Multiple initiatives to support sales growth
Multiple initiatives to support sales growth er, << or~N Destination for the .ctive & Casual Lifestyle * ofsales, driven by key national bands (ike, Under Armour, and Adidas) Grow Sephora toa Leading with $2 Billion Business ing wit! Loyalty & Value beauty destination as we expand to 850 a Different
Slide 18: Multiple initiatives to support sales growth in 2022 and beyond
Multiple initiatives to support sales growth in 2022 and beyond... $18,471 Net sales comers) 2021 Sephora! New Stores? Other Initiatives? Displacement* 20265
Slide 19: Grow Sephora to a $2 billion business
Grow Sephora to a $2 billion business Midsingle ciatts % store launched * Sephora becomes Kohl's exclusive beauty partner online anc at least 850 sto 10 Sephora shops opened in 2021 and opening an * Jasttonal 400 in 2022 and 250 in 2023 + Innovating and testing to drive engagement including cross- c
Slide 20: New store expansion opportunity
New store expansion opportunity allows Kohl’s to expand reach $500M+ sales opportunity New Store Economics + 100+ new small store openings planned in the next four eons allowing Koh''s to reach smaller market: + Testing new experiences, including more localized assortments and Sephora at KohI's in s
Slide 21: Fundamental business model improvements driving 7% to 8% operating margin
Fundamental business model improvements in place, driving a consistent 7% to 8% operating margin Gross Margin Drivers SG&A Expense Management Initiatives + Drive inventory turn of 4 0x+ Transform labor across + Scale self-service across chain + Strategic focus on more productive centers to mitigate
Slide 22: Well-positioned to deliver robust EPS growth
Kohl's is well-positioned to deliver continued robust EPS growth Mid-to-High Single Digits Growth % $7.33 $7.00 to $7.50 j = Zz 2019 Actual’ 2021 Actual’ 2022 Guidance? Future*
Slide 23: Cash flow generation allows investment in high ROI initiatives
Significant cash flow generation allows investment in high ROI growth initiatives... Strong Expected Cash Flow ... .. Which Goes Towards Impactful Organic Investments a [2] . Sephora Opportunit New Store Expansion Operating Cash Flow be be ay ie + $28 sales opportunity + $500M+ sales opportunity ~$5
Slide 24: Commitment to returning capital to shareholders
..And commitment to returning capital to shareholders $2.3B+ of Expected Share Repurchases 2021 and 2022 Doubled the Annual Dividend in 2022 Ginmm $1358 GS porshore) $2.00 $10B+ $1.00 nearly 60% + Announced 100% increase in dividend per share in 2022 with $500M expected to be repurchased in Q2 2022
Slide 25: Our strong, thoughtfully refreshed Board
Our strong, thoughtfully refreshed Board has positioned Kohl’s to drive shareholder value
Slide 26: The right Board to drive Kohl's strategy and shareholder value
The right Board to drive Kohl’s strategy and shareholder value Deep Retail Experience and Strong Qualifications Proactive and thoughtful Board refreshment tal or Consumer Focng matey 13/13 avectors Orit Experience 10/13 directors ‘AoA 2021 Mergers and 10/13 sirecr Enhanced Board and committee struct
Slide 27: Refreshed Board expertise aligned with growth strategy
Refreshed Board expertise and capability to align with Kohl’s growth strategy Our strategy is driving sustainable and profitable growth FALL 2021 Bra 9 returns for TOMMYINILEICER rience GD Lino = @ g Ec. 20 New key brand partnerships ut 2019 Sep! hora Partnership including Calvin Kiein, Eddie Bauer
Slide 28: Strong and diverse Board of Directors
Kohl’s has a strong and diverse Board of Directors Foner Benepe “ihe Blackstone Group * seraarercat "Beare! ue Christine Day (CEO, The House of LR&C ie Poakon Saat * Fiera Serr! Margaret Jenkins Fe “rmer Senior VP. Chief * Saled.cdewsment * Sapiens Scien torn Mut * CEbtendnemaation of Coase ‘St Ponc
Slide 29: Deep, relevant experience and complementary skill sets
Deep, relevant experience and complementary skill sets strengthen our Board 100% 77% 77% y, e-commerce Directors with experience leading consumer-facing industry experience Experience Highlights Experience Highlights Cm Highlights Walmart >|< — @ lululemon sp and cio a Urdger Burlington SAG syatt ®
Slide 30: Skill sets strengthen our Board (cont'd)
Deep, relevant experience and complementary skill sets strengthen our Board (cont’d) Skill or Expertise @ SeewES Senior Leadership Experience a pier Public Company Board Experience (other than Kohi's) 52% Board Diversity (Gender or (GN Raciavfetiove Diversity) Retail or Consumer-Facing Industries Er
Slide 31: Board committed to exploring all avenues to maximize shareholder value
Our board is committed to exploring all avenues to maximize shareholder value Deliberate Process for Interested Parties Exploration of Alternatives to Drive Shareholder Value Significant and Continued Capital g diligence (most recently in May 2020) , with plans to repurchase $18+ in 2022 , appr Retu
Slide 32: Robust process to explore all strategic alternatives
Our board is running a robust process to explore all strategic alternatives to maximize value
Slide 33: M&A process overseen by independent committee
Our M&A process is being overseen by an independent committee of highly experienced directors John Schlifske hair and CEO, Northwestern Mutual Peter Boneparth Former Senior Advisor, ‘the Blackstone Group Thomas Adrianne Kingsbury Shapira Former President and ‘Managing Director, £0, Burngton Stores ‘
Slide 34: Thorough, disciplined process to explore strategic alternatives
Our Board is conducting a thorough, disciplined process to explore strategic alternatives JANUARY / FEBRUARY JANUARY / FEBRUARY FEBRUARY / MARCH CURRENT 7 wit Authorized inui First unsolicited Continuing to bids received on Goldman Sachs to Commencement of > engage with select road outreach bidders’
Slide 35: Board has put in place a thorough process aimed at value maximization
Despite opportunistic initial bids, our Board has put in place a thorough process aimed at value maximization Process Developments On the heals of public speculation, Kets engeged a broad set of parties both through proactive cutreech and inbound given & public press release 25+ parties ualified int
Slide 36: Typical process for sale of a public company
Our Board, with assistance from Goldman Sachs, is conducting a typical process for sale of a public company transparency data room, which currently has over 55,000 documents + In aditi , “expert sessions” with legal, HR, operations, finance, and inadequate proposal or an unfinanced proposal ° execut
Slide 37: Thorough, disciplined process: key statistics
Our Board is conducting a thorough, disciplined process to explore strategic alternatives Goldman Sachs / Kohl’s eetings with prospective bidders ges of documents uploaded to data room parties working with bidders admitted to data room documents uploaded the data room
Slide 38: Implied earnings multiple at initial offers
38 Implied earnings multiple at initial offers was 25% lower than “normalized multiples”... And initial offers were priced at a meaningful discount to precedent Retail transaction values
Slide 39: Reversion to normalized multiples implies upside
Reversion to normalized trading multiples would imply meaningful upside to Kohl’s current share price 3-Year Pre-COVID Average Multiples’ Implied Kohl’s Share Price At Historical Multiples? Kohl's EVNT™ 5.4x => $75 Kohl's EV/LTM EBITDAS Direct Peers Median EV/NTM. 5.4x EBITDAS
Slide 40: Committing time and care to evaluate alternatives
We are committing necessary time and care to constructively evaluate alternatives in a complex environment * Koh''s J /—a low val for retail . ial indications of the business, but al acount to normalized trading multiples * Our Board ina fulsome, transparent hile al .dfully appr 9 - With this in min
Slide 41: Sources and notes
Source: Company Guidance, Wall Street Research Note: Today’s data as of 11-Apr-2022. 1 Assumes 8.5% weighted average cost of capital and 5.4x Exit EV / EBITDA multiple; assumes Street Consensus for 2022; assumes $2.5bn in capital expenditures from 2022 – 2024 ($800m annual capital expenditure therea
Slide 42: Macellum has presented an empty agenda and unqualified nominees
IV. Macellum has presented an empty agenda and a slate of unqualified nominees who lack experience
Slide 43: Macellum is not fit to oversee Kohl's Board and strategy
Macellum is not fit to oversee Kohl’s Board and strategy @ Macellum is a short-term investor fixated on profit-taking versus sustainable long-term value creation @ Macellum has rep: made i i and i ‘y claims regarding Kohl's @ Previous director nominees (including Jonathan Duskin) have significant tr
Slide 44: Macellum's focus on short-term value
Macellum’s focus on short-term value is further evidenced by the firm’s sale of Kohl's stock in the low $60s over the last several months and its “day trading” activity in Kohl’s call options Macellum 2022 Accumulative Call Option Activity ating wah nnn (Underlying Common Shares in Millions) L iceme
Slide 45: Macellum's criticisms of Kohl's are misleading and contradictory
Macellum’s criticisms of Kohl’s are misleading, uninformed and contradictory ... Contradictory Statements Macellum criticized Koh's Board for rejecting a $64 bid Macellum has advocated for Koh's to spinoff e-commerce... fon situation the leter to the Kohl's Board Macellum’s Inaccurate Narrative Real
Slide 46: Macellum's claims that 2021 was a lost year don't match reality
... While Macellum’s claims that 2021 was a “lost year” don’t match reality Overall. we stores remained integral in supporting demand. In fact, in 4021, over 40% Telsey Advisory Group March 2.2022 “"We look favorably upon the Sephora new customer acquisition in Sephora stores who are younge diverse.
Slide 47: Macellum's proposed initiatives already underway or not in shareholders' interest
Macellum’s proposed initiatives were already underway or are not in the best interests of shareholders over the long-term Initiatives Board Could Consider Prioritize top line growth and market share gains ‘Women's digital, loyalty, and new store expansion PI of Sign y larg $2 billion ireparedy inclu
Slide 48: Macellum's Empty Agenda
Macellum’s Empty Agenda: Superficial and Weak Operating Ideas Macellum's proposed ‘operating strategy’ is hollow Kohl’s 2022 and features basic initiatives which retailers, including Kohl's, routinely practice. In addition, es this is the same superficial approach it used with Bed, Bath & Beyond in
Slide 49: Sale leaseback remains an inefficient means of financing
Sale leaseback remains an inefficient means of financing Kohl's continues to return capital to shareholders Pym No immediate need for capital Remail 3 inefficient s source of financing 4.9% Illustrative Cost of Financing 2.5% 10.6% 11% Koht's Current Cost of Debt! “Advertised” Rent Talon & Debt Cap
Slide 50: Macellum has a track record of value destruction in retail
Macellum has a track record of value destruction in retail ‘outcomes for shareholders ‘subject to further activist attacks or fled for bankruptcy “ecco . os ™ Over Tenure sat BIG Pe te nay um lors. 46%)" (30%) _ : ov letter claiming “there is significant dlsconnect between the company’s nd the pr BE
Slide 51: Macellum's nominees are underqualified to oversee Kohl's
Macellum’s nominees are underqualified to oversee Kohl’s ” Girector candidate to both Koh's and SpartanNash Skill or Expertise ‘Current or Former Public Company CEO Public Company Board Experience other than Kohl's) Retail or Consumer-Facing Industries Finance, Accounting or Financial Reporting Expe
Slide 52: Appendix
Slide 53: World-class board brings valuable experience
World-class board bi Michelle Gass f Executive Officer of Kohl's | Age: S$ ngs valuable experience Peter Boneparth Former Senior Advisor at The Blackstone Group, LLP_| Age: 62 Select Key Skils and Qualifications TAIL EXPERTISE: Led Jones Apparel Grou trough expansion of apparel " Gferngs and growth
Slide 54: World-class board brings valuable experience
World-class board brings valuable experience Michale Bender resident & Chef Executive Officer of Eyemart Express | Age: 60 Senior managamen leat prominent rete cusng ‘Wolmor and Vtoras Secret caer CEO of year Express «pecans Ane scathon dos weet ngricl omm \\\ TECINOLOGY ECOMMERCE, AND DIGITAL Servo
Slide 55: World-class board brings valuable experience
World-class board brings valuable experience Christine Day | ages H. Charles Floyd oe Select Key Skils and Qualifications | Age: 62 Select Key Skils and Qualifications + RETAL OPS 7 ° + OPERATIONS MANAGEMENT: A iemeon. overs etal operation in Neth q Sperone INDEPENDENT INOEPENOENT ‘commrrees: coMmrT
Slide 56: World-class board brings valuable experience
World-class board brings valuable experience Margaret L. Jenkins | Age:70 Thomas A. Kingsbury Select Key Skils and Qualifications + consumer | Age: 69 Seloct Key Skils and Qualifications + FINANCE, ACCOUNTING, OR FINANCIAL REPORTING EXPERIENCE: Ast Gert epee trough seven he Aust corre C8 + TECINOLOG
Slide 57: World-class board brings valuable experience
World-class board brings valuable experience Robbin Mitchell lor Advigor at The Boston Consulting Group | Age: 57, nce experience cross real and e-commerce a eetoped at BC, sisi pate ety fms ona rumber of slice ahd EXPERIENCE: Hos led vvious aspects of operations "Sree soan comers ong tu yrs Cha peg
Slide 58: World-class board brings valuable experience
World-class board brings valuable experience John E. Schlifske Adrianne Shapira ‘commarrees: Stone on | Age: 62 Select Key Skils and Qualifications | Age:st Eton omni ore or nore Saris ‘aren nots Soran rceatinro ona ‘a eer “= HUMAN CAPITAL, CULTURE AND COMPENSATION: Lod werklorco of more ‘thn 22000
Slide 59: World-class board brings valuable experience
World-class board brings valuable experience Stephanie Streeter ler Chief Executive Officer of Libbey, Inc. | Age: 64 Select Key Skils and Qualifications + FORMER us + RETAIL EXPERTISE: As CEO of Libbey. oversaw marketing sles and stration Scrsare odes to gotta ncang War Tae Ata. 298 ACCOUNTING, AND
Slide 60: Committed to best-in-class governance practices
Committed to best-in-class governance practices informed by shareholder feedback Key Governance Practices the 2022 AGM Shareholder right to proxy access. 100% independent Board committees Annual elections for all directors QBAQQAAQAAAAQA No supermajority vote requirements QQQ
Slide 61: 2021 executive compensation program overview
2021 executive compensation program overview Pay Element cash Annual Incentive Performance ‘Share Units 60%) Long-Term Incentive Restricted Share Units (40%) «Drive Top Line Growth Basis / Metrics Annual chsrents based on oa and rhetoloe formance and competitive fata and strategic goals Combination
Slide 62: Reconciliations
Reconciliations Adjusted EPS (2021 and 2019) Diluted Earnings (Loss) per Share January 29, 2022 ‘Twelve Months Ended February 1, 2020 GAAP $ 6.32 $ 4.37 Impairments, store closing, and other 0.71 (Gain) on sale of real estate -| = Loss on extinguishment of debt 135 (0.06) Income tax impact of items
Slide 63: Press release issued April 21, 2022
THE FOLLOWING PRESS RELEASE WAS ISSUED ON APRIL 21, 2022 IN CONNECTION WITH THE PRESENTATION:
Slide 64: World-Class Board and Management Team Committed to Maximizing Value for Shareholders
World-Class Board and Management Team Committed to Maximizing Value for Shareholders Dear Fellow Shareholder, The value of your investment is at stake at Kohl’s Annual Meeting this year. We want you to know that your voice matters to our Board – regardless of the number of shares you hold – and we w
Slide 65: Kohl's has outperformed in a challenging environment
25% Increase 57% Increase Kohl’s recent performance relative to peers can be objectively assessed using the hypothetical undisturbed share price (HUSP), which adjusts for stock price increases associated with media coverage of expressions of interest to buy the Company. This methodology assumes that
Slide 66: Board skills and experience vs. activist nominees
Skill or Experience Full Kohl’s Board (13 Directors) 10 Activist Nominees Current or Former Public Company CEO 6 0 Public Company Board Experience (other than Kohl’s) 11 4 Retail or Consumer-Facing Industry Reporting Experience 13 6 Finance, Accounting, or Financial Reporting Experience 11 5 Mergers
Slide 67: Vote the BLUE card
VISIT WWW.KOHLSMOMENTUM.COM FOR MORE INFORMATION PROTECT THE VALUE OF YOUR INVESTMENT. VOTE THE BLUE CARD TODAY FOR ALL 13 OF KOHL’S HIGHLY QUALIFIED DIRECTORS. Cautionary Statement Regarding Forward-Looking Information This communication contains “forward-looking statements” within the meaning of t