Kohl's Corporation Annual Report 2021

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FY2021 Annual Report · Kohl's Corporation

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(Mark One)

☒

☐

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended January 29, 2022
or

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition period from ____________ to ___________

Commission file number 1-11084

KOHL’S CORPORATION
(Exact name of registrant as specified in its charter)

Wisconsin

39-1630919

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

N56 W17000 Ridgewood Drive,
Menomonee Falls, Wisconsin

(Address of principal executive offices)

53051

(Zip Code)

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

Registrant’s telephone number, including area code (262) 703-7000

Title of each class

Common Stock, $.01 par value
Preferred Stock Purchase Rights

Trading
Symbol(s)
KSS
—

Name of each exchange on
which registered
New York Stock Exchange
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulations S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Non-Accelerated Filer

☒

☐

Accelerated Filer

Smaller Reporting Company

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared
or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At July 30, 2021, the aggregate market value of the voting stock of the Registrant held by shareholders who were not affiliates of the Registrant was
approximately $7.7 billion (based upon the closing price of Registrant’s Common Stock on the New York Stock Exchange on such date).

At March 9, 2022, the Registrant had outstanding an aggregate of 128,590,957 shares of its Common Stock.

Documents Incorporated by Reference:

Portions of the Definitive Proxy Statement for the Registrant’s 2022 Annual Meeting of Shareholders are incorporated into Part III.

KOHL’S CORPORATION
INDEX

PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 4A.

PART II
Item 5.

Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.

PART III
Item 10.
Item 11.
Item 12.

Item 13.
Item 14.

PART IV
Item 15.
Item 16.

Business ........................................................................................................................................................
Risk Factors ..................................................................................................................................................
Unresolved Staff Comments ......................................................................................................................
Properties ......................................................................................................................................................
Legal Proceedings .......................................................................................................................................
Mine Safety Disclosures .............................................................................................................................
Information about our Executive Officers.................................................................................................

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of
Equity Securities ..........................................................................................................................................
Reserved .......................................................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations...........
Quantitative and Qualitative Disclosures About Market Risk ...............................................................
Financial Statements and Supplementary Data .....................................................................................
Changes In and Disagreements with Accountants on Accounting and Financial Disclosures .......
Controls and Procedures............................................................................................................................
Other Information .........................................................................................................................................
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ................................................

Directors, Executive Officers, and Corporate Governance ...................................................................
Executive Compensation............................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters...........................................................................................................................................................
Certain Relationships and Related Transactions, and Director Independence .................................
Principal Accounting Fees and Services..................................................................................................

Exhibits and Financial Statement Schedules ..........................................................................................
Form 10-K Summary ...................................................................................................................................

SIGNATURES ...................................................................................

3
7
14
14
16
16
16

17
19
20
35
36
58
59
61
61

61
61

61
62
62

63
65

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PART I

Item 1. Business

Kohl’s Corporation (the “Company," “Kohl’s,” "we," "our," or "us") was organized in 1988 and is a Wisconsin
corporation. As of January 29, 2022, we operated 1,165 Kohl's stores and a website (www.Kohls.com). Our Kohl's
stores and website sell moderately-priced private and national brand apparel, footwear, accessories, beauty, and
home products. Our Kohl's stores generally carry a consistent merchandise assortment with some differences
attributable to local preferences, store size, and Sephora. Our website includes merchandise which is available in our
stores, as well as merchandise that is available only online.

Our merchandise mix includes both national brands and private brands that are available only at Kohl's. Our private
portfolio includes well-known established brands such as Apt. 9, Croft & Barrow, Jumping Beans, SO, and Sonoma
Goods for Life, and exclusive brands that are developed and marketed through agreements with nationally-recognized
brands such as Food Network, LC Lauren Conrad, Nine West, and Simply Vera Vera Wang. Compared to private
brands, national brands generally have higher selling prices, but lower gross margins.

The following tables summarize our net sales penetration by line of business and brand type over the last three years:

Our fiscal year ends on the Saturday closest to January 31st each year. Unless otherwise stated, references to years
in this report relate to fiscal years rather than to calendar years. The following fiscal periods are presented in this
report:

Fiscal Year
2021
2020
2019

Ended
January 29, 2022
January 30, 2021
February 1, 2020

Number of Weeks
52
52
52

For discussion of our financial results, see Item 7, "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

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Distribution

We receive substantially all of our merchandise at our nine retail distribution centers and six e-fulfillment centers. A
small amount of our merchandise is delivered directly to the stores by vendors or their distributors. The retail
distribution centers, which are strategically located throughout the United States, ship merchandise to each store by
contract carrier several times a week. Digital sales may be picked up in our stores or are shipped from a Kohl’s e-
fulfillment center, retail distribution center or store, third-party fulfillment center, or directly by a third-party vendor.

See Item 2, “Properties,” for additional information about our distribution and e-fulfillment centers.

Human Capital

At Kohl’s, our purpose is to inspire and empower families to lead fulfilled lives. We are committed to creating a culture
where everyone belongs, where diversity and inclusion drive innovation and business results, while enabling
associates and customers to be their authentic selves every single day.

Employee Count

During 2021, we employed an average of approximately 99,000 associates, which included approximately 35,000
full-time and 64,000 part-time associates. The number of associates varies during the year, peaking during the back-
to-school and holiday seasons. None of our associates are represented by a collective bargaining unit. We believe
we maintain positive relations with our associates.

Health, Safety, and Wellness

We lead initiatives that ensure the way we communicate, work, and develop our product enables our customers and
associates to shop, work, and engage in a safe environment. We have a dedicated team responsible to prepare our
business for crisis events, including natural disasters and other unplanned disruptions like those brought on by the
COVID-19 pandemic. To keep a healthy workforce, we maintain an advocacy program that provides associates with
24/7 access to medical professionals following a work accident. We have enhanced the way our stores are built and
operated in an effort to create a safer shopping experience for our associates and customers. We continue to pursue
innovative ways to educate our teams on safety. Associates at our stores, distribution and e-fulfillment centers receive
specialized training to enhance our safety culture and reduce associate accidents.

Diversity and Inclusion

At Kohl’s, we are committed to our Diversity & Inclusion ("D&I") strategy focused on Our People, Our Customers and
Our Community, and our mission to empower more families through equity and D&I. This strategy accelerates how
we are embedding D&I throughout our business by being intentional about our programs and practices, and holding
ourselves accountable with measurable goals and results. The work is rooted in our Core Beliefs:



We believe embedding diversity, equity, and inclusion in everything we do requires an ongoing journey of
listening, learning and taking action.

We believe that human and civil rights, anti-racism, and our commitment to nondiscrimination in any form
are critical to upholding our core values, ethical practices, and Code of Ethics.

We believe we can create lasting change by addressing inequities to positively affect our people,
customers, and community.

We believe we are accountable for inspiring empathy, creating an environment of belonging, and
identifying and addressing bias.

We are committed to creating an environment where diversity is valued at all levels, everyone feels a sense of equity
and where inclusion is evident across our business. We strive to be purposeful in attracting, growing, and engaging

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more diverse talent while giving associates equitable opportunities for career growth. We administer our recruiting
efforts with a focus on education, training, and sourcing strategies for increasing our diverse talent pipeline. Our
diversity and inclusion strategy is embedded into our onboarding for all associates. We endeavor to drive economic
prosperity through conversations, programs, and partnerships that improve quality of life.

Diversity and Inclusion efforts need to start at the top. In 2019, we joined the 1% club — the handful of Fortune 500
firms where both the Chief Executive Officer and Chief Financial Officer are women. We are focused on growing
diverse leaders by engaging top and emerging talent in internal and external professional development offerings.
Diversity is embedded within our organizational planning for the future, with diversity being an area of consideration
during succession planning. We are working to develop inclusive leaders through programs aimed at building
awareness and encouraging advocacy.

In the space of continuous development and engagement, we have eight Business Resource Groups ("BRGs") with
nearly 19,000 members focused on driving the business by recognizing and championing D&I in its multiple forms.
BRG’s continue to be leveraged and seen as the “culture keepers” to support honest and reflective dialogue and
accelerate the company forward in inclusion and belonging. The BRG’s are also positioned to provide key
development and growth opportunities for associates to build their cache of skills and connections while bringing their
authentic selves to their work and the organization. The BRGs serve as champions for enhancing our diversity and
inclusion efforts across our business and make an impact across the organization with a focus on our three diversity
and inclusion pillars. We work to provide learning opportunities for our leaders and associates to build a more diverse
and inclusive workforce and engage associates on how that creates a competitive advantage. In 2021, we rolled out
Inclusive Leadership training to the full organization that included a range of experiential and online learner-led
education. As part of our commitment to overcoming racial injustice and fostering a diverse and inclusive workplace,
the learning experience was designed to help associates understand and manage blind spots and build stronger
connections with colleagues, customers, partners, and communities. Kohl’s defines inclusive leadership as fostering
a culture where everyone feels welcome, valued, and heard, and respecting and considering the unique needs,
experiences, and perspectives of our associates to grow our business together.

Compensation and Benefits

As the makeup and needs of the modern family evolve, our products, services, and programs must also transform.
We provide competitive compensation and benefits programs for our employees and are committed to providing fair
and equitable compensation to our employees. All eligible associates receive a 100% match (up to 5% of pay) in
Kohl’s 401(k) Savings Plan after one year of employment. Full-time associates are offered medical, dental, vision,
prescription drug, disability and life insurance coverage, paid time off, and a merchandise discount. Part-time
associates are offered dental, vision, supplementary life insurance, and a merchandise discount. We empower our
associates’ work-life balance by giving them access to a full range of professional resources.

Training and Development

Behind our success are great teams of talented individuals who embody our values. We actively attract, engage, and
hire talent who will drive our purpose. Our talent management team brings together performance management, talent
assessment, succession planning, and career planning. This team provides tools, resources, and best practices to
ensure we have the right talent in the right roles at the right time. We invest in executive coaching, assessments,
internal programs, external courses, peer networks, and more.

From initial onboarding to high potential leadership development, we believe in training and career growth for our
associates. We make efforts to stay ahead of the competition by leaning into new technologies and encouraging our
associates to keep their skills fresh through our learning management system, which includes more than 1,000 online
and in-person courses. We are committed to the highest standards of integrity and maintain a Code of Ethics to guide

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ethical decision-making for associates. We require associates to take annual ethics training, which is refreshed each
year to cover relevant topics.

Competition

The retail industry is highly competitive. Management considers style, quality, price, and convenience to be the most
significant competitive factors in the industry. Merchandise mix, brands, service, loyalty programs, credit availability,
and customer experience are also key competitive factors. Our primary competitors are traditional department stores,
mass merchandisers, off-price retailers, specialty stores, internet businesses, and other forms of retail commerce.
Our specific competitors vary from market to market.

Merchandise Vendors

We purchase merchandise from numerous domestic and foreign suppliers. All suppliers must meet certain
requirements to do business with us. Our Terms of Engagement are part of our purchase order terms and conditions
and include provisions regarding laws and regulations, employment practices, ethical standards, environmental
requirements, communication, monitoring and compliance, record keeping, subcontracting, and corrective action. We
expect that all suppliers will comply with our purchase terms and quickly remediate any deficiencies, if noted, to
maintain our business relationship.

A third-party purchasing agent sources approximately 20% of the merchandise we sell. No vendor individually
accounted for more than 10% of our net purchases in 2021. We have no significant long-term purchase commitments
with any of our suppliers and believe that we are not dependent on any one supplier or one geographical location.
We believe we have good working relationships with our suppliers.

Seasonality

Our business, like that of other retailers, is subject to seasonal influences. Sales and income are typically higher
during the back-to-school and holiday seasons. Because of the seasonality of our business, results for any quarter
are not necessarily indicative of the results that may be achieved for a full fiscal year.

Trademarks and Service Marks

KOHL'S® is a registered trademark owned by one of our wholly-owned subsidiaries. This subsidiary has over 200
additional registered trademarks, most of which are used in connection with our private brand products.

We consider the KOHL'S® mark, all other registered trademarks, and the accompanying goodwill to be valuable to
our business.

Available Information

Our corporate website is https://corporate.kohls.com. Through the “Investors” portion of this website, we make
available, free of charge, our proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, Securities and Exchange Commission (“SEC”) Forms 3, 4, and 5, and any amendments
to those reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as
amended, as soon as reasonably practicable after such material has been filed with, or furnished to, the SEC.

The following have also been posted on our website, under the caption “Investors” and sub-captions "Corporate
Governance" or “ESG”:



Committee charters of our Board of Directors’ Audit Committee, Compensation Committee, Finance
Committee, and Nominating and ESG Committee

Corporate Governance Guidelines

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

Code of Ethics

Environmental, Social, and Governance Report (under “ESG” sub-caption)

The information contained on our website is not part of this Annual Report on Form 10-K. Paper copies of any of the
materials listed above will be provided without charge to any shareholder submitting a written request to our Investor
Relations Department at N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051 or via e-mail to
Investor.Relations@Kohls.com.

Item 1A. Risk Factors

This Form 10-K contains “forward-looking statements” made 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 may include
comments about our future sales or financial performance and our plans, performance and other objectives,
expectations or intentions, such as statements regarding our liquidity, debt service requirements, planned capital
expenditures, future store initiatives, and adequacy of capital resources and reserves. Forward-looking statements
are based on management’s then current views and assumptions and, as a result, are subject to certain risks and
uncertainties that could cause actual results to differ materially from those projected. As such, forward-looking
statements are qualified by those risk factors described below. Forward-looking statements relate to the date made,
and we undertake no obligation to update them.

Our sales, revenues, gross margin, expenses, and operating results could be negatively impacted by a number of
factors including, but not limited to those described below. Many of these risk factors are outside of our control. If we
are not successful in managing these risks, they could have a negative impact on our sales, revenues, gross margin,
expenses, and/or operating results.

Macroeconomic and Industry Risks

General economic conditions, consumer spending levels, and/or other conditions could decline.

Consumer spending habits, including spending for the merchandise that we sell, are affected by many factors
including prevailing economic conditions, levels of employment, salaries and wage rates, prevailing interest rates,
housing costs, energy and fuel costs, income tax rates and policies, consumer confidence, consumer perception of
economic conditions, and the consumer’s disposable income, credit availability, and debt levels. The moderate-
income consumer, which is our core customer, is especially sensitive to these factors. A slowdown in the U.S.
economy or an uncertain economic outlook could adversely affect consumer spending habits. As all of our stores are
located in the United States, we are especially susceptible to deteriorations in the U.S. economy.

Consumer confidence is also affected by the domestic and international political situation. 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.

Our competitors could make changes to their pricing and other practices.

The retail industry is highly competitive. We compete for customers, associates, locations, merchandise, services,
and other important aspects of our business with many other local, regional, and national retailers. Those competitors
include traditional department stores, mass merchandisers, off-price retailers, specialty stores, internet businesses,
and other forms of retail commerce.

We consider style, quality, price, and convenience to be the most significant competitive factors in our industry. The
continuing migration and evolution of retailing to digital channels have increased our challenges in differentiating
ourselves from other retailers especially as it relates to national brands. In particular, consumers can quickly and

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conveniently comparison shop with digital tools, which can lead to decisions based solely on price. Unanticipated
changes in the pricing and other practices of our competitors may adversely affect our performance and lead to loss
of market share in one or more categories.

Tax and trade policies could adversely change.

Uncertainty with respect to tax and trade policies, tariffs, and government regulations affecting trade between the
United States and other countries has recently increased. We source the majority of our merchandise from
manufacturers located outside of the United States, primarily in Asia. Major developments in tax policy or trade
relations, such as the imposition of tariffs on imported products, could have a material adverse effect on our business,
results of operations, and liquidity.

The impact of COVID-19 could continue to have a material adverse impact on our business, financial
condition, and results of operations.

The impact of and actions taken in response to COVID-19 have had a significant impact on the retail industry generally
and our business specifically, starting in the first quarter of fiscal year 2020. At present, we cannot estimate the full
impact of COVID-19, but we expect it to continue to have a material adverse impact on our business, financial
condition, and results of operations.

Risks Relating to Revenues

On March 20, 2020, we temporarily closed our stores nationwide. Our stores remained closed until May 4, 2020, as
we began to reopen stores in a phased approach and were fully reopened as of July 2020. In connection with the
store closures, we temporarily furloughed store and store distribution center associates, as well as some corporate
office associates whose work was significantly reduced by the store closures. Due to the store closures, we
experienced a temporary material decline in revenue and operating cash flow. We cannot predict if further outbreaks
or new variants would necessitate store closures again.

Our response to COVID-19 may also impact our customer loyalty. If our customer loyalty is negatively impacted or
consumer discretionary spending habits change, including in connection with rising levels of unemployment, our
market share and revenue may suffer as a result. To the extent the pandemic significantly impacts spending or
payment patterns of our private label credit card holders, we may receive lower fees from our private label credit card
program.

Risks Relating to Operations

If we are unable to attract and retain associates in the future, we may experience operational challenges. These risks
related to our business, financial condition, and results of operations, are especially heightened given the uncertainty
as to the extent and duration of COVID-19’s impact. We may also face demands or requests from our associates for
additional compensation, healthcare benefits, or other terms as a result of COVID-19 that could increase costs, and
we could experience labor disputes or disruptions as we continue to implement our COVID-19 mitigation plans.

Our management team is focused on mitigating the impact of COVID-19, which required and will continue to require
a large investment of time and focus. This focus on mitigating the impact of COVID-19 required us to take measures
to make modifications to our stores and their operation to help protect the health and well-being of our customers,
associates and others as they re-opened. To the extent these measures are ineffective or perceived as ineffective, it
may harm our reputation and customer loyalty and make our customers less likely to shop in our stores.

Most of our corporate office associates continue to work remotely in a hybrid work environment. As a result, we face
certain operational risks, including heightened cybersecurity risks that may continue past the time when our

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associates return to work. We cannot predict if further outbreaks or new variants would necessitate corporate office
closures again.

In addition, we cannot predict the continuing impact that COVID-19 will have on our suppliers, vendors, and other
business partners, and each of their financial conditions; however, any material effect on these parties could adversely
impact us.

Risks Relating to Liquidity

In light of the impact of COVID-19 on our business, we took several actions in fiscal 2020 to increase our cash position
and preserve financial flexibility, including drawing down our $1.0 billion senior unsecured revolver and replacing and
upsizing the unsecured credit facility with a $1.5 billion senior secured, asset based revolving credit facility and issuing
$600 million in aggregate principal amount of 9.50% notes due in 2025. As a result of these actions our long-term
debt had increased substantially since February 1, 2020. However, we fully paid back the $1.5 billion in 2020 and we
replaced that credit facility with an unsecured credit facility agreement under which no amounts were drawn down as
of January 29, 2022. In addition, we completed a sale leaseback for our San Bernardino E-Commerce fulfillment and
distribution center which generated net proceeds of $193 million after fees.

While our access to capital is currently similar to that prior to the pandemic, future outbreaks or new variants could
necessitate actions similar to those we took in fiscal 2020. As of January 29, 2022, we had credit ratings of Baa2/BBB-
/BBB- all with stable outlooks based on our recovery in fiscal 2021 and our liability management exercises earlier in
the year. If our credit ratings were to be further downgraded, or general market conditions were to ascribe higher risk
to our credit rating levels, our industry, or our Company, our access to capital and the cost of debt financing will be
negatively impacted. Accordingly, a downgrade may cause our cost of borrowing to further increase. Further, COVID-
19 could lead to further disruption and volatility in the capital markets generally, which could increase the cost of
accessing financing. Our access to additional financing and its cost continues to depend on a number of factors,
including economic conditions, financing markets, and the outlook for our business and the retail industry as a whole.

In addition, the terms of future debt agreements could include more restrictive covenants, or require collateral, which
may further restrict our business operations or cause future financing to be unavailable due to our covenant
restrictions then in effect. Also, if we are unable to comply with the covenants under our revolving credit facility, the
lenders under that agreement will have the right to terminate their commitments thereunder and declare the
outstanding loans thereunder to be immediately due and payable. A default under our revolving credit facility could
trigger a cross-default, acceleration, or other consequences under other indebtedness or financial instruments to
which we are a party. There is no guarantee that debt financings will be available in the future to fund our obligations,
or will be available on terms consistent with our expectations. Additionally, the impact of COVID-19 on the financial
markets may adversely impact our ability to raise funds through additional financings.

COVID-19 could also cause or aggravate other risk factors that we identify in this section, which in turn could materially
and adversely impact our business, financial condition, and results of operations. Further, COVID-19 may also affect
our business, financial condition, and results of operations in a manner that is not presently known to us or that we
currently do not consider to present significant risks to our business, financial condition, and results of operations.

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.

Our business is dependent on our ability to anticipate fluctuations in consumer demand for a wide variety of
merchandise. Failure to accurately predict constantly changing consumer tastes, preferences, spending patterns, and
other lifestyle decisions could create inventory imbalances and adversely affect our performance and long-term

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relationships with our customers. Additionally, failure to accurately predict changing consumer tastes may result in
excess inventory, which could result in additional markdowns and adversely affect our operating results.

We may be unable to source merchandise in a timely and cost-effective manner.

A third-party purchasing agent sources approximately 20% of the merchandise we sell. The remaining merchandise
is sourced from a wide variety of domestic and international vendors. Our ability to find qualified vendors and access
to brands or products in a timely and efficient manner is a significant challenge which is typically even more difficult
for goods sourced outside the United States, substantially all of which are shipped by ocean to ports in the United
States. Political or financial instability, trade restrictions, tariffs, currency exchange rates, transport capacity and costs,
pandemic outbreaks, work stoppages, port strikes, port congestion and delays, and other factors relating to foreign
trade are beyond our control and have or could continue to adversely impact our performance and cause us to pay
more to obtain inventory or result in having wrong inventory at the wrong time.

Increases in the price of merchandise, raw materials, fuel, and labor, or their reduced availability, could increase our
cost of merchandise sold. The price and availability of raw materials may fluctuate substantially, depending on a
variety of factors, including demand, weather, supply conditions, transportation costs, energy prices, work stoppages,
government regulation and policy, economic climates, market speculation, and other unpredictable factors. An
inability to mitigate these cost increases, unless sufficiently offset with our pricing actions, might cause a decrease in
our operating results. Any related pricing actions might cause a decline in our sales volume. Additionally, a reduction
in the availability of raw materials could impair the ability to meet production or purchasing requirements in a timely
manner. Both the increased cost and lower availability of merchandise, raw materials, fuel, and labor may also have
an adverse impact on our cash and working capital needs as well as those of our suppliers.

If any of our significant vendors were to become subject to bankruptcy, receivership, or similar proceedings, we may
be unable to arrange for alternate or replacement contracts, transactions, or business relationships on terms as
favorable as current terms, which could adversely affect our sales and operating results.

Our vendors may not adhere to our Terms of Engagement or to applicable laws.

A substantial portion of our merchandise is received from vendors and factories outside of the United States. We
require all of our suppliers to comply with all applicable local and national laws and regulations and our Terms of
Engagement for Kohl's Business Partners. These Terms of Engagement include provisions regarding laws and
regulations, employment practices, ethical standards, environmental and legal requirements, communication,
monitoring/compliance, record keeping, subcontracting, and corrective action. From time to time, suppliers may not
be in compliance with these standards or applicable laws. Significant or continuing noncompliance with such
standards and laws by one or more suppliers could have a negative impact on our reputation and our results of
operations.

Our marketing may be ineffective.

We believe that differentiating Kohl's in the marketplace is critical to our success. We design our marketing and loyalty
programs to increase awareness of our brands and to build personalized connections with new and existing
customers. We believe these programs will strengthen customer loyalty, increase the number and frequency of
customers that shop our stores and website, and increase our sales. If our marketing and loyalty programs are not
successful or efficient, our sales and operating results could be adversely affected.

The reputation and brand image of Kohl’s and the brands and products we sell could be damaged.

We believe the Kohl's brand name and many of our proprietary brand names are powerful sales and marketing tools.
We devote significant resources to develop, promote, and protect proprietary brands that generate national
recognition. In some cases, the proprietary brands or the marketing of such brands are tied to or affiliated with well-

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known individuals. We also associate the Kohl’s brand with third-party national brands that we sell in our store and
through our partnerships with companies in pursuit of strategic initiatives. Damage to the reputations (whether or not
justified) of the Kohl’s brand, our proprietary brand names, or any affiliated individuals or companies with which we
have partnered, could arise from product failures; concerns about human rights, working conditions, and other labor
rights and conditions where merchandise is produced; perceptions of our pricing and return policies; litigation; vendor
violations of our Terms of Engagement; perceptions of the national vendors and/or third party companies with which
we partner; or various other forms of adverse publicity, especially in social media outlets. This type of reputational
damage may result in a reduction in sales, operating results, and shareholder value.

There may be concerns about the safety of products that we sell.

If our merchandise offerings do not meet applicable safety standards or our customers' expectations regarding safety,
we could experience lost sales, experience increased costs, and/or be exposed to legal and reputational risk. Events
that give rise to actual, potential, or perceived product safety concerns could expose us to government enforcement
action and/or private litigation. Reputational damage caused by real or perceived product safety concerns could have
a negative impact on our sales and operating results.

We may be unable to adequately maintain and/or update our information systems.

The efficient operation of our business is dependent on our information systems. In particular, we rely on our
information systems to effectively manage sales, distribution, and merchandise planning and allocation functions. We
also generate sales through the operations of our Kohls.com website. We frequently make investments that will help
maintain and update our existing information systems. We also depend on third parties as it relates to our information
systems. The potential problems and interruptions associated with implementing technology initiatives, the failure of
our information systems to perform as designed, or the failure to successfully partner with our third party service
providers, such as our cloud platform providers, could disrupt our business and harm our sales and profitability.

Our information technology projects may not yield their intended results.

We regularly have internal information technology projects in process. Although the technology is intended to increase
productivity and operating efficiencies, these projects may not yield their intended results or may deliver an adverse
user or customer experience. We may incur significant costs in connection with the implementation, ongoing use, or
discontinuation of technology projects, or fail to successfully implement these technology initiatives, or achieve the
anticipated efficiencies from such projects, any of which could adversely affect our operations, liquidity, and financial
condition.

Weather conditions and natural disasters could adversely affect consumer shopping patterns and disrupt
our operations.

A significant portion of our business is apparel and is subject to weather conditions. As a result, our operating results
may be adversely affected by severe or unexpected weather conditions. Frequent or unusually heavy snow, ice, or
rain storms; natural disasters such as earthquakes, tornadoes, floods, fires, and hurricanes; or extended periods of
unseasonable temperatures could adversely affect our performance by affecting consumer shopping patterns and
diminishing demand for seasonal merchandise. In addition, these events could cause physical damage to our
properties or impact our supply chain, making it difficult or impossible to timely deliver seasonally appropriate
merchandise. Although we maintain crisis management and disaster response plans, our mitigation strategies may
be inadequate to address such a major disruption event.

We may be unable to successfully execute an omnichannel strategy.

Customer expectations about the methods by which they purchase and receive products or services are evolving.
Customers are increasingly using technology and mobile devices to rapidly compare products and prices, and to

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purchase products. Once products are purchased, customers are seeking alternate options for delivery of those
products. We must continually anticipate and adapt to these changes in the purchasing process. Our ability to
compete with other retailers and to meet our customers' expectations may suffer if we are unable to provide relevant
customer-facing technology and omnichannel experiences. Our ability to compete may also suffer if Kohl’s, our
suppliers, or our third-party shipping and delivery vendors are unable to effectively and efficiently fulfill and deliver
orders, especially during the holiday season when sales volumes are especially high. Consequently, our results of
operations could be adversely affected.

Our business is seasonal in nature, which could negatively affect our sales, revenues, operating results, and
cash requirements.

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.

If we do not adequately stock or restock popular products, particularly during the back-to-school and holiday seasons,
we may fail to meet customer demand, which could affect our revenue and our future growth. If we overstock products,
we may be required to take significant inventory markdowns or write-offs, which could reduce profitability.
Underestimating customer demand, or failing to timely receive merchandise to meet demand, can lead to inventory
shortages and missed sales opportunities, as well as negative customer experiences.

We have and may continue to experience an increase in costs associated with shipping digital orders due to
complimentary upgrades, split shipments, freight surcharges due to peak capacity constraints, and additional long-
zone shipments necessary to ensure timely delivery for the holiday season. If too many customers access our website
within a short period of time, we may experience system interruptions that make our website unavailable or prevent
us from efficiently fulfilling orders, which may reduce the volume of goods we sell and the attractiveness of our
products and services. Also, third-party delivery and direct ship vendors may be unable to deliver merchandise on a
timely basis.

This seasonality causes our operating results and cash needs to vary considerably from quarter to quarter.
Additionally, any decrease in sales or profitability during the second half of the fiscal year could have a
disproportionately adverse effect on our results of operations.

Changes in credit card operations could adversely affect our sales, revenues, and/or profitability.

Our credit card operations facilitate merchandise sales and generate additional revenue from fees related to extending
credit. The proprietary Kohl's credit card accounts are owned by an unrelated third-party, but we share in the net risk-
adjusted revenue of the portfolio, which is defined as the sum of finance charges, late fees, and other revenue less
write-offs of uncollectible accounts. Changes in funding costs related to interest rate fluctuations are shared similar
to the revenue when interest rates exceed defined amounts. Though management currently believes that increases
in funding costs will be largely offset by increases in finance charge revenue, increases in funding costs could
adversely impact the profitability of this program.

Changes in credit card use and applications, payment patterns, credit fraud, and default rates may also result from a
variety of economic, legal, social, and other factors that we cannot control or predict with certainty. Changes that
adversely impact our ability to extend credit and collect payments could negatively affect our results.

We may be unable to attract, develop, and retain quality associates while controlling costs, which could
adversely affect our operating results.

Our performance is dependent on attracting and retaining a large number of quality associates, including our senior
management team and other key associates. Many associates are in entry-level or part-time positions with historically
high rates of turnover. Many of our strategic initiatives require that we hire and/or develop associates with appropriate

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experience. Our staffing needs are especially high during the holiday season. Competition for these associates is
intense. We cannot be sure that we will be able to attract and retain a sufficient number of qualified personnel in future
periods.

Our ability to meet our labor needs while controlling costs is subject to external factors such as government benefits,
unemployment levels and labor participation rates, prevailing wage rates, minimum wage legislation, actions by our
competitors in compensation levels, potential labor organizing efforts, and changing demographics. Competitive and
regulatory pressures have already significantly increased our labor costs. Further changes that adversely impact our
ability to attract and retain quality associates could adversely affect our performance and/or profitability. In addition,
changes in federal and state laws relating to employee benefits, including, but not limited to, sick time, paid time off,
leave of absence, minimum wage, wage-and-hour, overtime, meal-and-break time, and joint/co-employment could
cause us to incur additional costs, which could negatively impact our profitability.

Our business could be impacted by a proxy contest for the election of directors at our 2022 Annual Meeting
of Shareholders.

On February 10, 2022, Macellum Badger Fund LP (together with its affiliates, “Macellum”) announced the nomination
of ten candidates for election to our Board of Directors at our 2022 Annual Meeting of Shareholders. A proxy contest
with Macellum for the election of directors could result in the Company incurring substantial costs, including proxy
solicitation, public relations, and legal fees. Further, such a proxy contest could divert the attention of our Board of
Directors, management, and employees, and may disrupt the momentum in our business and operations, as well as
our ability to execute our strategic plan. The actions of Macellum may also create perceived uncertainties as to the
future direction of our business or strategy, which may be exploited by our competitors and may make it more difficult
to attract and retain qualified personnel, and may impact our relationship with investors, vendors, and other third
parties. A proxy contest could also impact the market price and the volatility of our common stock.

Capital 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 have historically relied on the public debt markets to raise capital to partially fund our operations and growth. We
have also historically maintained lines of credit with financial institutions. Changes in the credit and capital markets,
including market disruptions, limited liquidity, and interest rate fluctuations may increase the cost of financing or
restrict our access to these potential sources of future liquidity. Our continued access to these liquidity sources on
favorable terms depends on multiple factors, including our operating performance and maintaining strong debt ratings.
If our credit ratings fall below desirable levels, our ability to access the debt markets and our cost of funds for new
debt issuances could be adversely impacted. Additionally, if unfavorable capital market conditions exist if and when
we were to seek additional financing, we may not be able to raise sufficient capital on favorable terms and on a timely
basis (if at all). If our access to capital was to become significantly constrained or our cost of capital was to increase
significantly our financial condition, results of operations, and cash flows could be adversely affected.

Our capital allocation could be inefficient or ineffective.

Our goal is to invest capital to maximize our overall long-term returns. This includes spending on inventory, capital
projects and expenses, managing debt levels, and periodically returning value to our shareholders through share
repurchases and dividends. To a large degree, capital efficiency reflects how well we manage our other key risks.
The actions taken to address other specific risks may affect how well we manage the more general risk of capital
efficiency. If we do not properly allocate our capital to maximize returns, we may fail to produce optimal financial
results, and we may experience a reduction in shareholder value.

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Legal and Regulatory Risks

Regulatory and legal matters could adversely affect our business operations and change financial
performance.

Various aspects of our operations are subject to federal, state, or local laws, rules, and regulations, any of which may
change from time to time. The costs and other effects of new or changed legal requirements cannot be determined
with certainty. For example, new legislation or regulations may result in increased costs directly for our compliance
or indirectly to the extent such requirements increase prices of goods and services, reduce the availability of raw
materials, or further restrict our ability to extend credit to our customers.

We continually monitor the state and federal legal and regulatory environments for developments that may impact us.
Failure to detect changes and comply with such laws and regulations may result in an erosion of our reputation,
disruption of business, and/or loss of associate morale. Additionally, we are regularly involved in various litigation
matters that arise out of the conduct of our business. Litigation or regulatory developments could adversely affect our
business operations and financial performance.

Our 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.

As part of our normal course of business, we collect, retain, process, and transmit sensitive and confidential customer,
associate, and company information. We also engage third-party vendors that provide technology, systems, and
services to facilitate our collection, retention, processing, and transmission of this information. It is possible that our
facilities and systems and those of our third-party vendors are vulnerable to cybersecurity threats, security breaches,
system failures, acts of vandalism, fraud, misappropriation, malware, ransomware, and other malicious or harmful
code, misplaced or lost data, programming and/or human errors, insider threats, or other similar events. The ever-
evolving and increasingly sophisticated methods of cyber-attack may be difficult or impossible to anticipate and/or
detect. Any data security incident involving the breach, misappropriation, loss, or other unauthorized disclosure of
sensitive and/or confidential information, whether by us or our vendors, could disrupt our operations, damage our
reputation and customers' willingness to shop in our stores or on our website, violate applicable laws, regulations,
orders and agreements, and subject us to additional costs and liabilities which could be material. In addition, the
regulatory environment related to data privacy and cybersecurity is constantly changing, with new and increasingly
demanding requirements applicable to our business. Maintaining our compliance with those requirements, including
recently enacted state consumer privacy laws, may increase our compliance costs, require changes to our business
practices, limit our ability to use and collect data, impact our customers’ shopping experience, reduce our business
efficiency, and subject us to additional regulatory scrutiny or data breach litigation.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

Stores

As of January 29, 2022, we operated 1,165 Kohl's stores with 82.2 million selling square feet in 49 states. Our typical
store lease has an initial term of 20-25 years and four to eight five-year renewal options. Substantially all of our leases
provide for a minimum annual rent that is fixed or adjusts to set levels during the lease term, including renewals.
Some of our store leases provide for additional rent based on a percentage of sales over designated levels.

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The following tables summarize key information about our Kohl's stores as of January 29, 2022:

Mid-Atlantic Region:

Northeast Region:

South Central Region:

Number of Stores by State

Delaware
Maryland
Pennsylvania
Virginia
West Virginia

5
23
51
31
7

Total Mid-Atlantic

117

Connecticut
Maine
Massachusetts
New Hampshire
New Jersey
New York
Rhode Island
Vermont
Total Northeast

20
5
25
11
38
50
4
2
155

Arkansas
Kansas
Louisiana
Missouri
Oklahoma
Texas

8
11
7
27
11
86

Total South Central

150

Midwest Region:

Southeast Region:

West Region:

Illinois
Indiana
Iowa
Michigan
Minnesota
Nebraska
North Dakota
Ohio
South Dakota
Wisconsin

Alabama
Florida
Georgia
Kentucky
Mississippi
North Carolina
South Carolina
Tennessee

66
41
18
46
28
8
4
59
4
41

14
51
33
18
5
31
17
20

Total Midwest

315

Total Southeast

189

Location

Strip centers
Freestanding
Community & regional malls

Distribution Centers

946
156
63

Owned
Leased
Ground leased

Alaska
Arizona
California
Colorado
Idaho
Montana
Nevada
New Mexico
Oregon
Utah
Washington
Wyoming
Total West

Ownership

1
26
117
24
6
3
13
5
11
12
19
2
239

410
517
238

The following table summarizes key information about each of our distribution and e-fulfillment centers:

Store distribution centers:
Findlay, Ohio
Winchester, Virginia
Blue Springs, Missouri
Corsicana, Texas
Mamakating, New York
San Bernardino, California
Macon, Georgia
Patterson, California
Ottawa, Illinois
E-commerce fulfillment centers:
Monroe, Ohio
San Bernardino, California
Edgewood, Maryland
DeSoto, Texas
Plainfield, Indiana
Etna, Ohio

Year
Opened

Square
Footage

1994
1997
1999
2001
2002
2002
2005
2006
2008

2001
2010
2011
2012
2017
2021

780,000
450,000
540,000
540,000
605,000
575,000
560,000
365,000
330,000

1,225,000
970,000
1,450,000
1,515,000
975,000
1,300,000

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We own all of the distribution and e-fulfillment centers except the San Bernardino, California locations and Corsicana,
Texas, which are leased.

Corporate Facilities

We own our corporate headquarters in Menomonee Falls, Wisconsin. We also own or lease additional buildings and
office space, which are used by various corporate departments, including our credit operations.

Item 3. Legal Proceedings

We are not currently a party to any material legal proceedings but are subject to certain legal proceedings and claims
from time to time that arise out of the conduct of our business.

Item 4. Mine Safety Disclosures

Not applicable.

Item 4A. Information about our Executive Officers

Our executive officers as of January 29, 2022 were as follows:

Name
Michelle Gass
Doug Howe
Jill Timm
Marc Chini
Paul Gaffney
Jason Kelroy
Greg Revelle

Michelle Gass

Age
53
61
48
63
55
47
44

Position
Chief Executive Officer
Chief Merchandising Officer
Senior Executive Vice President, Chief Financial Officer
Senior Executive Vice President, Chief People Officer
Senior Executive Vice President, Chief Technology & Supply Chain Officer
Senior Executive Vice President, General Counsel & Corporate Secretary
Senior Executive Vice President, Chief Marketing Officer

Ms. Gass has served as our Chief Executive Officer and as a director since May 2018. Ms. Gass was promoted to
CEO-elect in October 2017. She was named Chief Merchandising and Customer Officer in June 2015, and joined the
Company in 2013 as Chief Customer Officer. Ms. Gass has more than 30 years of experience in the retail and
consumer goods industries. Prior to joining the Company, she spent more than 16 years with Starbucks holding a
variety of leadership roles across marketing, strategy, merchandising, and operations, including president, Starbucks
Europe, Middle East, and Africa. She began her career with Procter & Gamble. Ms. Gass has received numerous
professional honors, including being named to Fortune’s Most Powerful Women in Business and Businessperson of
the Year lists, as well as being named The Visionary 2020 by the National Retail Federation. Ms. Gass currently
serves on the Board of Directors for PepsiCo, Retail Industry Leaders Association, National Retail Federation, and
Children’s Wisconsin.

Doug Howe

Mr. Howe has served as Chief Merchandising Officer since May 2018. Prior to joining the Company, Mr. Howe served
as global chief merchandising officer at the Qurate Retail Group where he led QVC and HSN’s product leadership
agenda. Mr. Howe has also held leadership positions in merchandising and product development with QVC, Gap Inc.,
Walmart, and May Department Stores. Mr. Howe has more than 25 years of retail experience.

Jill Timm

Ms. Timm has served as Senior Executive Vice President and Chief Financial Officer since November 2019. Ms.
Timm joined the Company in 1999 and has held a number of progressive leadership roles across several areas of
finance, most recently having served as executive vice president of finance. Prior to joining the Company, she served
as senior auditor at Arthur Anderson LLP. Ms. Timm has more than 20 years of experience in the retail industry.

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Marc Chini

Mr. Chini has served as Senior Executive Vice President, Chief People Officer since November 2018. Prior to joining
the Company, Mr. Chini served as chief human resource officer of Synchrony Financial where he built the newly
public company’s human resources strategy and function. Mr. Chini has also held a variety of chief human resources
officer roles across multiple GE business units including NBC Universal, GE Aviation & Locomotive, and GE Industrial
Solutions. Mr. Chini has more than 25 years of human resources experience.

Paul Gaffney

Mr. Gaffney has served as Senior Executive Vice President, Chief Technology Officer since September 2019, and
his role was expanded to Chief Technology and Supply Chain Officer in April 2021. Prior to joining the Company, Mr.
Gaffney served in a number of technology leadership roles, including chief technology officer of Dick’s Sporting Goods
where he led the company’s digital transformation, and senior vice president of information technology at The Home
Depot, where he was responsible for the organization’s software engineering, user-centered design, and applications.
Mr. Gaffney has also held leadership roles at Keeps Inc., AAA of Northern California, Nevada & Utah, and Desktone,
Inc. Mr. Gaffney has more than 25 years of technology experience.

Jason Kelroy

Mr. Kelroy has served as Senior Executive Vice President, General Counsel and Corporate Secretary since August
2020. He joined the Company in 2004 as Legal Counsel and has held a number of progressive leadership roles,
serving as General Counsel since 2015. Prior to joining the Company, Mr. Kelroy served as an associate at the law
firm of Vorys, Sater, Seymour and Pease LLP. Mr. Kelroy has more than 20 years of experience practicing law,
including over 15 years in the retail industry.

Greg Revelle

Mr. Revelle has served as Senior Executive Vice President, Chief Marketing Officer since April 2018. He joined the
Company in April 2017 as Executive Vice President, Chief Marketing Officer. Prior to joining the Company, he served
in a number of executive leadership roles, including chief marketing officer at Best Buy, chief marketing officer and
general manager of e-commerce at AutoNation, Vice President of world online marketing at Expedia, and an
investment banker at Credit Suisse. Mr. Revelle currently serves on the Board of Directors for Cars.com. Mr. Revelle
has more than 10 years of marketing and retail industry experience.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities

Market information

Our Common Stock has been traded on the New York Stock Exchange ("NYSE") since May 19, 1992, under the
symbol “KSS.”

On February 28, 2022, our Board of Directors declared a quarterly cash dividend of $0.50 per common share. The
dividend will be paid on March 30, 2022 to shareholders of record as of March 16, 2022. In 2021, we paid aggregate
cash dividends of $147 million.

Holders

As of March 9, 2022, there were approximately 3,400 record holders of our Common Stock.

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Performance Graph

The graph below compares our cumulative five-year shareholder return to that of the Standard & Poor’s (“S&P”) 500
Index and a Peer Group Index that is consistent with the compensation peer group used in the Compensation
Discussion & Analysis section of our Proxy Statement for our 2022 Annual Meeting of Shareholders. The Peer Group
Index was calculated by S&P Global, a Standard & Poor’s business and includes Bed Bath & Beyond, Inc.; Best Buy
Co., Inc.; Burlington Stores, Inc.; DICK'S Sporting Goods, Inc.; Dollar Tree, Inc.; Foot Locker, Inc.; The Gap, Inc.;
Macy’s, Inc.; Nordstrom, Inc.; Ross Stores, Inc.; The TJX Companies, Inc.; and Ulta Beauty, Inc. The Peer Group
Index is weighted by the market capitalization of each component company at the beginning of each period. The
graph assumes an investment of $100 on January 28, 2017 and reinvestment of dividends. The calculations exclude
trading commissions and taxes.

Company / Index
Kohl’s Corporation
S&P 500 Index
Peer Group Index

Jan 28,
2017

Feb 3,
2018

Feb 2,
2019

Feb 1,
2020

Jan 30,
2021

Jan 29,
2022

$100.00
100.00
100.00

$171.53
122.83
113.44

$186.59
122.76
124.96

$125.80
149.23
138.66

$134.46
174.97
155.67

$186.92
211.72
165.75

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities in fiscal year 2021 that were not registered under the Securities Act.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In April 2021, our Board of Directors increased the remaining share repurchase authorization under our existing share
repurchase program to $2.0 billion. In February 2022, our Board of Directors increased the remaining share
repurchase authorization under our existing share repurchase program to $3.0 billion. Purchases under the
repurchase program may be made in the open market, through block trades, and other negotiated transactions. We
expect to execute the share repurchase program primarily in open market transactions, subject to market conditions.
There is no fixed termination date for the repurchase program, and the program may be suspended, discontinued, or
accelerated at any time.

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The following table contains information for shares repurchased and shares acquired from employees in lieu of
amounts required to satisfy minimum tax withholding requirements upon the vesting of the employees’ restricted stock
during the three fiscal months ended January 29, 2022:

Total
Number
of Shares
Purchased
During
Period
3,365,248
4,757,698
2,313,892
10,436,838

Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs

Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the
Plans or
Programs
(Dollars in Millions)

Average
Price
Paid Per
Share

$56.58
50.25
51.67
$52.61

3,364,274
4,742,940
2,313,737
10,420,951

$1,033
795
675

Period
October 31 - November 27, 2021
November 28, 2021 – January 1, 2022
January 2 - January 29, 2022
Total

Item 6. Reserved

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

Kohl's is a leading omnichannel retailer operating 1,165 stores and a website (www.Kohls.com) as of January 29,
2022. Our Kohl's stores and website sell moderately-priced private and national brand apparel, footwear, accessories,
beauty, and home products. Our Kohl's stores generally carry a consistent merchandise assortment with some
differences attributable to local preferences, store size, and Sephora. Our website includes merchandise which is
available in our stores, as well as merchandise that is available only online.

Key financial results for 2021 included:



Record earnings of $6.32 per diluted share on a GAAP basis and $7.33 per diluted share on an adjusted
non-GAAP basis*

Strong financial position, ending the year with $1.6 billion in cash

Repurchased $1.4 billion of shares

Net sales increased 22.9% to last year

Gross margin was 38.1% of net sales, a 700 basis point increase from last year

SG&A increased 9.1% and leveraged as a percent of total revenue by 328 basis points to last year

Achieved a 8.6% operating margin

*Please see the “GAAP to Non-GAAP Reconciliation” for a reconciliation of earnings per diluted share to adjusted
earnings per diluted share.

COVID-19

As discussed in our 2020 Form 10-K, the COVID-19 pandemic has had significant adverse effects on our business.
We are closely monitoring the effects of the ongoing COVID-19 pandemic and its continued impact on our business.
We cannot estimate with certainty the length or severity of this pandemic, or the extent to which the disruption may
materially impact our Consolidated Financial Statements. In 2021, we saw momentum in our business which allowed
us to resume our capital allocation strategy including reinstating dividends, resuming our share repurchase program,
and employing liability management strategies.

Comparison of Financial Results to 2019

Due to the significant impact of COVID-19 on 2020 operating results, we are providing the below comparisons to
2019 to provide additional context.



Net sales decreased 2.2% with digital sales increasing 30%.

Gross margin as a percent of net sales increased 237 basis points driven by strong inventory management
and our pricing and promotion optimization strategies, partially offset by higher freight costs.

SG&A decreased 4.0% and leveraged as a percent of total revenue by 37 basis points driven by marketing
and technology efficiencies.

Our Vision and Strategy

The Company’s vision is to be “the most trusted retailer of choice for the active and casual lifestyle” and its strategy
is focused on delivering long-term shareholder value. Key strategic focus areas for the Company include: driving top
line growth, delivering a 7% to 8% operating margin, maintaining disciplined capital management, and sustaining an
agile, accountable, and inclusive culture.

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Driving Top Line Growth

Our initiatives include building a sizable beauty business with Sephora, driving continued growth in our active and
outdoor business, reigniting growth in the women’s business, enhancing our brand portfolio, opening new stores,
leading with loyalty and value, and further growing digital. We have already taken significant steps in many of these
areas, such as successfully launching our strategic partnership with Sephora in 2021 by opening the first 200 shop-
in-shops and offering a comprehensive digital experience, driving strong sales growth of more than 40% in our active
and outdoor business, and introducing new brands including Tommy Hilfiger, Calvin Klein, and Eddie Bauer.

Delivering a 7% to 8% Operating Margin

The Company is committed to delivering an operating margin of 7% to 8%. Our gross margin initiatives include
disciplined inventory management and increased inventory turn, efficient sourcing, and optimized pricing and
promotion strategies. Our initiatives to drive selling, general, and administrative expense efficiency are focused on
labor productivity, across our stores and fulfillment centers, marketing, and technology expenses.

Maintaining Disciplined Capital Management

We are committed to prudent balance sheet management with the long-term objective of sustaining Kohl’s Investment
Grade credit rating. The Company has a long history of strong cash flow generation, investing in the business, and
returning significant capital to shareholders—all of which will remain important in the future.

Sustaining an Agile, Accountable, and Inclusive Culture

Fostering a diverse, equitable, and inclusive environment for Kohl’s associates, customers, and suppliers is an
important focus of ours. We have a diversity and inclusion framework that includes a number of key initiatives across
three pillars: Our People, Our Customers, and Our Communities. In addition, we continue to build on the Company’s
commitment to Environmental, Social, and Corporate Governance (“ESG”). We have established 2025 goals related
to climate change, waste and recycling, and sustainable sourcing, and Kohl’s has earned many ESG-related awards.

2022 Outlook

Our current expectations for 2022 are as follows:

Net sales
Operating margin
Earnings per diluted share
Capital expenditures
Share repurchases

Increase 2% - 3%
7.2% - 7.5%
$7.00 - $7.50
$850 million
At least $1 billion

Results of Operations

For our comparison and discussion of 2020 and 2019, see Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations in Part II of our 2020 Form 10-K.

Net Sales

Net sales includes revenue from the sale of merchandise, net of expected returns, and shipping revenue.

Comparable sales is a measure that highlights the performance of our stores and digital channel by measuring the
change in sales for a period over the comparable, prior-year period of equivalent length. Comparable sales includes
all store and digital sales, except sales from stores open less than 12 months, stores that have been closed, and
stores where square footage has changed by more than 10%. We measure the change in digital sales by including

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all sales initiated online or through mobile applications, including omnichannel transactions which are fulfilled through
our stores.

As our stores were closed for a period during 2020, we have not included a discussion of 2020 or 2021 comparable
sales as we do not believe it is a meaningful metric over this period of time.

We measure digital penetration as digital sales over net sales. These amounts do not take into consideration
fulfillment node, digital returns processed in stores, and coupon behaviors.

Comparable sales and digital penetration measures vary across the retail industry. As a result, our comparable sales
calculation and digital penetration are non-GAAP measures that may not be consistent with the similarly titled
measures reported by other companies.

The following graph summarizes net sales dollars and comparable sales over the prior year:

2021 compared to 2020

Net sales increased $3.4 billion, or 22.9%, to $18.5 billion for 2021.



The increase in net sales was driven by higher sales in our stores.

Digital sales were flat to 2020. Digital penetration represented 32% of net sales in 2021.

Men's, Footwear, Women's, and Accessories outperformed the Company average.

Active outperformed the Company average increasing more than 40% to 2020. Active represented 24%
of sales in 2021.

Other Revenue

Other revenue includes revenue from credit card operations, third-party advertising on our website, unused gift cards
and merchandise return cards (breakage), and other non-merchandise revenue.

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The following graph summarizes other revenue:

Other revenue increased $38 million in 2021. The increase in 2021 was driven by an increase in credit revenue due
to lower write-off activity partially offset by lower accounts receivable balances associated with decreased sales in
2020 and higher payment rates in 2021.

Cost of Merchandise Sold and Gross Margin

Cost of merchandise sold includes the total cost of products sold, including product development costs, net of vendor
payments other than reimbursement of specific, incremental, and identifiable costs; inventory shrink; markdowns;
freight expenses associated with moving merchandise from our vendors to our distribution centers; shipping expenses
for digital sales; terms cash discount; and depreciation of product development facilities and equipment. Our cost of
merchandise sold may not be comparable with that of other retailers because we include distribution center and
buying costs in selling, general, and administrative expenses while other retailers may include these expenses in cost
of merchandise sold.

The following graph summarizes cost of merchandise sold and gross margin as a percent of net sales:

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Gross margin is calculated as net sales less cost of merchandise sold. Gross margin as a percent of net sales
increased 700 basis points in 2021. In 2021, gross margin benefited from strong inventory management driven by
inventory turnover of 4.1 times for the year and further scaling our pricing and promotion optimization strategies,
partially offset by incremental transportation costs related to the constrained global supply chain. In executing against
our strategy, we have structurally improved our margin efficiency and are confident in our ability to sustain the recent
improvement, while we are also monitoring industry-wide supply chain uncertainties and cost inflation.

Selling, General, and Administrative Expenses

SG&A includes compensation and benefit costs (including stores, corporate, buying, and distribution centers);
occupancy and operating costs of our retail, distribution, and corporate facilities; freight expenses associated with
moving merchandise from our distribution centers to our retail stores and among distribution and retail facilities other
than expenses to fulfill digital sales; marketing expenses, offset by vendor payments for reimbursement of specific,
incremental, and identifiable costs; expenses related to our credit card operations; and other administrative revenues
and expenses. We do not include depreciation and amortization in SG&A. The classification of these expenses varies
across the retail industry.

Many of our expenses, including store payroll and distribution costs, are variable in nature. These costs generally
increase as sales increase, and decrease as sales decrease. We measure both the change in these variable
expenses and the expense as a percent of revenue. If the expense as a percent of revenue decreased from the prior
year, the expense "leveraged". If the expense as a percent of revenue increased over the prior year, the expense
"deleveraged".

The following graph summarizes the changes in SG&A by expense type between 2020 and 2021:

SG&A increased $457 million, or 9.1%, to $5.5 billion for 2021. As a percentage of revenue, SG&A leveraged by 328
basis points as we continue to deliver against our efforts to drive marketing and technology efficiency and improve
store productivity, which more than offset increased wage pressure across our stores and distribution centers.

The increase was primarily driven by increases in store, marketing, distribution, and credit expenses as sales
recovered and expenses normalized after our store closures last year due to COVID-19. Distribution costs, which
exclude payroll related to online originated orders that were shipped from our stores, were $449 million for 2021
compared to $346 million for 2020. Corporate expenses also increased due to the retention credit benefit we were
eligible for under The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) in 2020. Partially offsetting
the increase in SG&A expense was a decrease in technology expense driven by a more balanced staffing model.

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Wage inflation remained a headwind as the employment market remained very tight. We will continue to monitor our
positioning in the market to ensure that we remain competitive. We will look to mitigate the higher costs through
increased store productivity and efficiency across other areas of the business.

Other Expenses

(Dollars in Millions)
Depreciation and amortization
Impairments, store closing, and other costs
(Gain) on the sale of real estate
Interest expense, net
Loss (gain) on extinguishment of debt

2021

2020

2019

$838
—
—
260
201

$874
89
(127)
284
—

$917
113
—
207
(9)

Depreciation and amortization decreases in 2021 were driven by reduced capital spending in 2020 due to COVID-19.

Impairments, store closing, and other costs in 2020 included total asset impairments of $68 million, which consisted
of $51 million related to capital reductions and strategy changes due to COVID-19 and $17 million related to
impairments of corporate facilities and lease assets. It also included a $21 million corporate restructuring charge, $15
million in brand exit costs, and a $2 million contract termination fee due to COVID-19, offset by a $13 million gain on
an investment previously impaired and $4 million gain on lease termination.

(Dollars in Millions)
Severance, early retirement, and other
Impairments:

Buildings and other store assets
Intangible and other assets

Impairments, store closings, and other costs

2021

2020

2019

$—

—
—
$—

$21

18
50
$89

$40

52
21
$113

In 2020, we recognized a gain of $127 million from the sale leaseback transaction of our San Bernardino E-commerce
fulfillment and distribution centers.

Net interest expense decreased in 2021 compared to 2020 due to the benefit of debt reductions as a result of our
liability management strategies employed during 2021 and because no amounts were outstanding during 2021 on
the revolving credit facility. Offsetting this decrease was an increase in interest expense related to more financing
leases.

In 2021, we completed a cash tender offer and recognized a loss of $201 million from the extinguishment of debt.

Income Taxes

(Dollars in Millions)
Provision (benefit) for income taxes
Effective tax rate

2021

2020

2019

$281
23.1%

$(383)
70.2%

$210
23.3%

Our effective tax rate in 2021 is less than the effective tax rate in 2020 primarily due to the 2020 rate including the
benefit for the net operating loss carryback provision from the CARES Act enacted on March 27, 2020. This provision
allows losses generated in 2020 to be carried back to the five preceding years, which include years in which the
statutory tax rate was 35%.

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GAAP to Non-GAAP Reconciliation

(Dollars in Millions, Except per Share Data)
2021
GAAP
Loss (gain) on extinguishment of debt
Impairments, store closing, and other costs
(Gain) on sale of real estate
Income tax impact of items noted above
Adjusted (non-GAAP)
2020
GAAP
Loss (gain) on extinguishment of debt
Impairments, store closing, and other costs
(Gain) on sale of real estate
Income tax impact of items noted above
Adjusted (non-GAAP)
2019
GAAP
Loss (gain) on extinguishment of debt
Impairments, store closing, and other costs
(Gain) on sale of real estate
Income tax impact of items noted above
Adjusted (non-GAAP)

Operating Income
(Loss)

Income (Loss)
before Income
Taxes

Net Income
(Loss)

Earnings (Loss) per
Diluted Share

$1,680
—
—
—
—
$1,680

$1,219
201
—
—
—
$1,420

$938
201
—
—

$6.32
1.35
—
—
(50) (0.34)
$7.33

$1,089

$(262)
—
89
(127)
—
$(300)

$(546)
—
89
(127)
—
$(584)

$(163)
$(1.06)
—
—
0.58
89
(127) (0.82)
0.09
15
$(1.21)
$(186)

$1,099
—
113
—
—
$1,212

$901
(9)
113
—
—
$1,005

$691

$4.37
(9) (0.06)
0.71
113
—
—
(26) (0.16)
$4.86

$769

We believe the adjusted results in the table above are useful because they provide enhanced visibility into our results
for the periods excluding the impact of certain items such as those included in the table above. However, these non-
GAAP financial measures are not intended to replace the comparable GAAP measures.

Inflation

In addition to COVID-19, we expect that our operations will continue to be influenced by general economic conditions,
including food, fuel, and energy prices, higher unemployment, wage inflation, and costs to source our merchandise,
including tariffs. There can be no assurances that such factors will not impact our business in the future.

Liquidity and Capital Resources

Capital Allocation

Our capital allocation strategy is to invest to maximize our overall long-term return, maintain a strong balance sheet,
and maintain our investment grade rating. We follow a disciplined approach to capital allocation based on the following
priorities: first we invest in opportunities to drive long-term profitability in our business as well as maintain our current
operations; second we pay a quarterly dividend with a goal to increase it annually; and third we return excess cash
to shareholders through our share repurchase program. In addition, when appropriate, we will complete liability
management transactions, and look for profitable mergers and acquisitions opportunities.

Our period-end cash and cash equivalents balance decreased to $1.6 billion from $2.3 billion in 2020. Our cash and
cash equivalents balance includes short-term investments of $1.5 billion and $2.1 billion as of January 29, 2022, and
January 30, 2021, respectively. Our investment policy is designed to preserve principal and liquidity of our short-term
investments. This policy allows investments in large money market funds or in highly rated direct short-term
instruments. We also place dollar limits on our investments in individual funds or instruments.

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The following table presents our primary uses and sources of cash:

Cash Uses

• Operational needs, including salaries, rent, taxes, and
other operating costs

• Inventory

• Capital expenditures

• Dividend payments

• Share repurchases

• Debt reduction

Cash Sources

• Cash flow from operations

• Line of credit under our revolving credit facility

• Issuance of debt

The following table includes cash balances and changes:

(Dollars in Millions)
Cash and cash equivalents
Net cash provided by (used in):

Operating activities
Investing activities
Financing activities
Free cash flow (a)

2021

2020

2019

$1,587

$2,271

$723

$2,271
(570)
(2,385)
$1,556

$1,338
(137)
347
$908

$1,657
(837)
(1,031)
$700

(a) Non-GAAP financial measure. Please see the “GAAP to Non-GAAP Reconciliation” for a reconciliation of free cash flow to net cash provided by

operating activities.

Operating Activities

Our operating cash outflows generally consist of payments to our employees for wages, salaries and other employee
benefits, payments to our merchandise vendors for inventory (net of vendor allowances), payments to our shipping
carriers, and payments to our landlords for rent. Operating cash outflows also include payments for income taxes and
interest payments on our debt borrowings.

Operating activities generated cash of $2.3 billion in 2021 compared to $1.3 billion in 2020. The increase was primarily
due to an increase in net income resulting from increased sales due to the impact of COVID-19 last year and a tax
refund received in 2021 related to the net loss we incurred in 2020 and the carryback provision under the CARES
Act. Partially offsetting this was increased inventory purchases in 2021 due to reduced inventory receipts in 2020 in
response to COVID-19.

Investing Activities

Our investing cash outflows include payments for capital expenditures, including investments in new and existing
stores, improvements to supply chain, and technology costs. Our investing cash inflows are generally from proceeds
from sales of property and equipment.

Net cash used in Investing activities increased $433 million to $570 million in 2021. The increase was driven by in-
store investments related to Sephora buildouts, refreshes, and other customer experience and sales driving
enhancements; our new e-commerce fulfillment center that opened in 2021. In addition, 2020 included proceeds from
the sale of our San Bernardino E-commerce fulfillment and distribution centers.

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The following chart summarizes capital expenditures by major category:

We launched 200 Sephora shop-in-shops in 2021 with plans for 400 additional shop-in-shops in 2022, and reaching
at least 850 total shop-in-shops by 2023. In 2022, we anticipate capital expenditures of approximately $850 million to
support the expansion our Sephora shop-in-shops, new stores and improvements to existing stores, and technology
investment. We will continue to invest in a differentiated omni-channel experience to modernize the store experience,
continue digital growth, and further enhance our omni-channel capabilities.

Financing Activities

Our financing strategy is to ensure liquidity and access to capital markets. We also strive to maintain a balanced
portfolio of debt maturities, while minimizing our borrowing costs. Our ability to access the public debt market has
provided us with adequate sources of liquidity. Our continued access to these markets depends on multiple factors,
including the condition of debt capital markets, our operating performance, and maintaining strong credit ratings.

If our credit ratings were lowered, our ability to access the public debt markets, our cost of funds, and other terms for
new debt issuances could be adversely impacted. Each of the credit rating agencies reviews its rating periodically
and there is no guarantee our current credit ratings will remain the same.

The majority of our financing activities include repurchases of common stock, proceeds and/or repayments of long-
term debt, and dividend payments.

Financing activities used $2.4 billion in 2021 compared to generating cash of $347 million 2020.

In April 2021, we completed a cash tender offer for $1.0 billion of senior unsecured debt. We recognized a $201
million loss on extinguishment of debt in the first quarter of 2021, which includes the $192 million tender premium
paid to tendering note holders in accordance with the terms of the tender offer, a $6 million non-cash write-off of
deferred financing costs and original issue discounts associated with the extinguished debt, and $3 million in other
fees.

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and restrictions on liens and subsidiary indebtedness, all of which are generally consistent with the prior 2019 senior
unsecured five-year revolving credit facility. We may request an increase in revolving credit commitments under the
facility of up to $500 million in certain circumstances. Events of default under the Credit Agreement include, among
other things, a change of control of the Company and the Company’s default on other debt exceeding $75 million. No
borrowings were outstanding on the credit facility in place as of January 29, 2022 or January 30, 2021.

In March 2020, we fully drew down our $1.0 billion senior unsecured revolver. In April 2020, we replaced and upsized
the unsecured credit facility with a $1.5 billion senior secured, asset based revolving credit facility maturing in July
2024.

In April 2020, we issued $600 million in aggregate principal amount of 9.50% notes with semi-annual interest
payments beginning in November 2020. The notes include coupon rate step ups if our long-term debt is downgraded
to below a BBB- credit rating by S&P Global Ratings or Baa3 by Moody's Investors Service, Inc. The notes mature in
May 2025. We used part of the net proceeds from this offering to repay $500 million of the borrowings under our
senior secured, asset based revolving credit facility with the remainder for general corporate purposes.

In October 2020, we fully repaid $1.0 billion outstanding on the revolver and had $1.5 billion available for utilization.

We paid cash for treasury stock purchases of $1.4 billion in 2021 compared to $8 million in 2020. During the first
quarter of 2021, we reinstated our share repurchase program which had been suspended in the first quarter of 2020
in response to COVID-19. Share repurchases are discretionary in nature. The timing and amount of repurchases are
based upon available cash balances, our stock price, and other factors.

Cash dividend payments were $147 million ($1.00 per share) in 2021 and $108 million ($0.704 per share) in 2020.
During the first quarter of 2021, we reinstated our dividend program which had been suspended beginning in the
second quarter of 2020 in response to COVID-19. On February 28, 2022, our Board of Directors declared a quarterly
cash dividend on our common stock of $0.50 per share. The dividend is payable March 30, 2022 to shareholders of
record at the close of business on March 16, 2022.

As of January 29, 2022, our credit ratings and outlook were as follows:

Long-term debt
Outlook

Free Cash Flow

Moody’s
Baa2
Stable

Standard &
Poor’s
BBB-
Stable

Fitch
BBB-
Stable

We generated $1.6 billion of free cash flow for 2021 compared to $908 million in 2020. The increase is primarily due
to strong earnings resulting in an increase in net cash provided by operating activities, and an IRS refund related to
the 2020 loss carryback, partially offset by an increase in capital spending from 2020 levels that were impacted by
our response to COVID-19. Free cash flow is a non-GAAP financial measure which we define as net cash provided
by operating activities and proceeds from financing obligations (which generally represent landlord reimbursements
of construction costs) less capital expenditures and finance lease and financing obligation payments. Free cash flow
should be evaluated in addition to, and not considered a substitute for, other financial measures such as net income
and net cash provided by operating activities. We believe that free cash flow represents our ability to generate
additional cash flow from our business operations.

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The following table reconciles net cash provided by operating activities (a GAAP measure) to free cash flow (a non-
GAAP measure):

(Dollars in Millions)
Net cash provided by operating activities
Acquisition of property and equipment
Finance lease and financing obligation payments
Proceeds from financing obligations
Free cash flow

2021

2020

2019

$2,271
(605)
(125)
15
$1,556

$1,338
(334)
(105)
9
$908

$1,657
(855)
(113)
11
$700

Key Financial Ratios

Key financial ratios that provide certain measures of our liquidity are as follows:

(Dollars in Millions)
Working capital
Current ratio

2021

2020

$1,737
1.53

$2,813
1.93

Our working capital and inventory levels typically build throughout the fall, peaking during the November and
December holiday selling season. Due to COVID-19, typical working capital and inventory patterns did not occur in
2021.

The decrease in our working capital and current ratio are primarily due to lower cash balances as a result of higher
share repurchases, higher capital expenditures, the cash tender offer, and fewer proceeds from the sale of real estate,
partially offset by an increase in cash provided by operating activities.

Return on Investment Ratio

The following table shows our return on investment ratio (a non-GAAP financial measure):

Adjusted return on gross investment ("ROI")

14.9%

4.7%

12.7%

2021

2020

2019

Changes in earnings drove changes in our return on investment ratio. The prior year calculations have been revised
to be consistent with our current year presentation. We have revised our calculation of Adjusted Gross Investment in
the Adjusted ROI calculation to replace the lease assets presented under US GAAP with eight times cash rent for
operating leases, finance leases, and financial obligations. Management believes this normalizes for timing within the
lease term and the impact of lease amendments triggered by our investment in the Sephora shop-in-shops. The
impact to prior years were reductions of 20 bps and 70 bps in 2020 and 2019 respectively.

We believe that Adjusted ROI is a useful financial measure in evaluating our operating performance. When analyzed
in conjunction with our net earnings and total assets, it provides investors with a useful tool to evaluate our ongoing
operations and our management of assets from period to period. Adjusted ROI is a non-GAAP financial measure
which we define as earnings before interest, taxes, depreciation, amortization, and rent (“EBITDAR”) adjusted for
certain one-time items divided by adjusted average gross investment. Adjusted EBITDAR is a useful non-GAAP
measure that excludes items that are non-operating in nature and focuses on items that are key to our operating
performance. Our Adjusted ROI calculation may not be comparable to similarly titled measures reported by other
companies. Adjusted ROI should be evaluated in addition to, and not considered a substitute for, other GAAP financial
measures. See the key financial ratio calculations below for our Adjusted ROI calculation.

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Capital Structure Ratio

The following table shows our capital structure ratio (a non-GAAP financial measure):

Adjusted debt to adjusted EBITDAR

2021

2020

2.33

7.70

The decrease in our Adjusted debt to adjusted EBITDAR ratio is primarily due to higher operating income. The prior
year calculation has been revised to be consistent with our current year presentation. We have revised our calculation
of Adjusted Debt in our Adjusted debt to adjusted EBITDAR calculation to replace the lease obligations presented
under US GAAP with eight times cash rent for operating leases, finance leases, and financial obligations.
Management believes this normalizes for timing within the lease term and the impact of lease amendments triggered
by our investment in the Sephora shop-in-shops. This results in a 2020 adjusted debt to adjusted EBITDAR of 7.70
versus the previous reported 7.59.

Adjusted debt to adjusted EBITDAR is a non-GAAP financial measure which we define as our adjusted outstanding
debt balance divided by adjusted EBITDAR. We believe that our debt levels are best analyzed using this measure.
Our current goals are to maintain a ratio that demonstrates our commitment to an investment grade rating and allows
us to operate with an efficient capital structure for our size, growth plans, and industry. Our adjusted debt to adjusted
EBITDAR calculation may not be comparable to similarly-titled measures reported by other companies. Adjusted debt
to adjusted EBITDAR should be evaluated in addition to, and not considered a substitute for, other GAAP financial
measures. See the key financial ratio calculations section below for our adjusted debt to adjusted EBITDAR
calculation.

Our senior unsecured five-year revolving credit facility includes a maximum leverage ratio financial covenant and
restrictions on liens and subsidiary indebtedness, all of which are generally consistent with the prior 2019 senior
unsecured five-year revolving credit facility. As of January 29, 2022, we were in compliance with all covenants and
expect to remain in compliance during 2022. The calculation represented above is generally consistent with the
language in our credit facility.

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Key Financial Ratio Calculations

The following table includes our ROI calculation. All ratios are non-GAAP financial measures:

(Dollars in Millions)
Operating (loss) income
Depreciation and amortization
Rent expense
EBITDAR
Impairments, store closing, and other costs
(Gain) on sale of real estate
Adjusted EBITDAR
Average: (a)

2021

2020

2019

$1,680
838
298
2,816
—
—
$2,816

$(262)
874
314
926
89
(127)
$888

$1,099
917
314
2,330
113
—
$2,443

Total assets

Cash equivalents and long-term investments (b)

Other assets
Accumulated depreciation and amortization
Accounts payable
Accrued liabilities
Other long-term liabilities

$14,802
(393)
(31)
6,854
(1,495)
(1,264)
(231)
$18,242
$(3,559)
4,547
$19,230
12.7%
(a) Represents average of five most recent quarter-end balances. For 2019, fourth quarter 2018 balances were adjusted to reflect the impact of the new lease

Gross investment (“AGI”)
Less: Operating lease, finance lease, and financing obligation assets
Add: Cash-based lease equivalent debt (c)
Adjusted gross investment ("AGI")
Adjusted ROI (d)

$15,308
(1,779)
(52)
7,916
(1,633)
(1,308)
(375)
$18,077
$(3,861)
4,650
$18,866
14.9%

$15,288
(1,704)
(30)
7,414
(1,559)
(1,193)
(275)
$17,941
$(3,442)
4,383
$18,882
4.7%

accounting standard.

(b) Represents excess cash not required for operations.

(c) Represents eight times cash rent for operating leases, finance leases, and financial obligations. A calculation of cash rent can be found in Note 3 of the

Consolidated Financial Statements.

(d)

Adjusted EBITDAR divided by adjusted gross investment.

The following table includes our adjusted debt to adjusted EBITDAR calculation:

2021

2020

(Dollars in Millions)
Finance lease and financing obligations
Long-term debt
Total debt
Operating leases
Total debt (including operating leases)
Less: Operating lease, finance lease, and financing obligation liabilities
Add: Cash-based lease equivalent debt (a)
Adjusted debt
Operating income
Depreciation and amortization
Rent expense
EBITDAR
Impairments, store closing, and other costs
(Gain) on sale of real estate
Adjusted EBITDAR
Adjusted debt to adjusted EBITDAR

$1,502
2,451
$3,953
2,786
$6,739
(4,288)
4,383
$6,834
$(262)
874
314
$926
89
(127)
$888
7.70
(a) Represents eight times cash rent for operating leases, finance leases, and financial obligations. A calculation of cash rent can be found in Note 3 of the

$2,251
1,910
$4,161
2,624
$6,785
(4,875)
4,650
$6,560
$1,680
838
298
$2,816
—
—
$2,816
2.33

Consolidated Financial Statements

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Contractual Obligations

Material contractual obligations arising in the normal course of business primarily consist of long-term debt and related
interest payments, principal and interest payments for leases, and other purchase obligations. See Notes 2 and 3 to
the Consolidated Financial Statements for amounts outstanding on January 29, 2022 related to debt and leases.

Other purchase obligations primarily include royalties, legally binding minimum lease and interest payments for stores
opening in 2022 or later, as well as payments associated with technology, marketing, and donation agreements. The
obligations were $582 million as of January 29, 2022.

Off-Balance Sheet Arrangements

We have not provided any financial guarantees as of year-end 2021.

We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising
capital, incurring debt, or operating our business. We do not have any arrangements or relationships with entities that
are not consolidated into the financial statements that are reasonably likely to materially affect our financial condition,
liquidity, results of operations, or capital resources.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United
States requires us to make estimates and assumptions that affect reported amounts. Management has discussed the
development, selection, and disclosure of these estimates and assumptions with the Audit Committee of our Board
of Directors.

Retail Inventory Method and Inventory Valuation

Merchandise inventories are valued at the lower of cost or market using the retail inventory method (“RIM”). Under
RIM, the valuation of inventory at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio
to the retail value of inventory. RIM is an averaging method that has been widely used in the retail industry due to its
practicality. The use of RIM will result in inventory being valued at the lower of cost or market since permanent
markdowns are taken as a reduction of the retail value of inventories. A reserve is recorded if the future estimated
selling price is less than cost.

RIM inherently requires management judgment and estimates, such as the amount and timing of permanent
markdowns to clear unproductive or slow-moving inventory, which may impact the ending inventory valuation as well
as gross margin. Factors considered in the determination of permanent markdowns include current and anticipated
demand, customer preferences, age of the merchandise, fashion trends, and weather conditions.

Inventory shrinkage is estimated as a percent of sales for the period between the last physical inventory count and
the balance sheet date. Shrink is the difference between the recorded amount of inventory and the physical inventory.
We perform an annual physical inventory count at the majority of our stores, E-Commerce fulfillment centers, and
distribution centers. The shrinkage rate from the most recent physical inventory, in combination with current events
and historical experience, is used as the standard for the shrinkage accrual rate for the next inventory cycle.
Historically, our actual physical inventory count results have shown our estimates to be reliable.

Vendor Allowances

We frequently receive allowances from our vendors for markdowns that we have taken in order to sell the vendor’s
merchandise and/or to support gross margins earned on those sales. This markdown support generally relates to
sold inventory or permanent markdowns and, accordingly, is reflected as a reduction to cost of merchandise sold.
Markdown support related to merchandise that has not yet been sold is recorded in inventory.

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We also receive support from vendors for marketing and other costs that we have incurred to sell the vendors’
merchandise. To the extent the reimbursements are for specific, incremental, and identifiable costs incurred to sell
the vendor's products and do not exceed the costs incurred, they are recognized as a reduction of selling, general,
and administrative expenses. If these criteria are not met, the support is recorded in inventory and reflected as a
reduction of costs of merchandise sold when the related merchandise is sold.

Insurance Reserve Estimates

We are primarily self-insured for costs related to workers’ compensation, general liability, and employee-related health
care benefits. We use a third-party actuary to estimate the liabilities associated with these risks. The actuary considers
historical claims experience, demographic and severity factors, health care trends, and actuarial assumptions to
estimate the liabilities associated with these risks. Historically, our actuarial estimates have not been materially
different from actual results.

Impairment of Long-Lived Assets

We review our long-lived assets for impairment when events or changes in circumstances, such as decisions to close
a store or significant cash flow losses, indicate the carrying value of the asset may not be recoverable. All long-lived
assets are reviewed for impairment at least annually.

If our evaluations, which are performed on an undiscounted cash flow basis, indicate that the carrying amount of the
asset may not be recoverable, the potential impairment is measured as the excess of carrying value over the fair
value of the impaired asset.

Identifying impaired assets and quantifying the related impairment loss, if any, requires significant estimates by
management. The most significant of these estimates is the cash flow expected to result from the use and eventual
disposition of the asset. When determining the stream of projected future cash flows associated with an individual
store, management estimates future store performance including sales, gross margin, and controllable expenses,
such as store payroll and occupancy expense. Projected cash flows must be estimated for future periods throughout
the remaining life of the property, which may be as many as 40 years in the future. The accuracy of these estimates
will be impacted by a number of factors including general economic conditions, changes in competitive landscape,
and our ability to effectively manage the operations of the store.

Income Taxes

We regularly evaluate the likelihood of realizing the benefit for income tax positions we have taken in various federal
and state filings by considering all relevant facts, circumstances, and information available to us. If we believe it is
more likely than not that our position will be sustained, we recognize a benefit at the largest amount which we believe
is cumulatively greater than 50% likely to be realized.

Unrecognized tax benefits require significant management judgment regarding applicable statutes and their related
interpretation, the status of various income tax audits, and our particular facts and circumstances. Also, as audits are
completed or statutes of limitations lapse, it may be necessary to record adjustments to our taxes payable, deferred
tax assets, tax reserves, or income tax expense. Although we believe we have adequately reserved for our uncertain
tax positions, no assurance can be given that the final tax outcome of these matters will not be different. Income taxes
are further described in Note 5 of the Consolidated Financial Statements.

Leases

Accounting for leased properties requires compliance with technical accounting rules and significant judgment by
management. Application of these accounting rules and assumptions made by management will determine if the
lease is accounted for as a finance lease, an operating lease, or a financing obligation.

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The following are significant estimates used by management in accounting for real estate and other leases:



Accounting lease term—Our accounting lease term includes all noncancelable periods and renewal
periods that are reasonably assured of being exercised. Typically, renewal options are considered
reasonably assured of being exercised if we have made significant leasehold improvements that would
exceed the initial or renewal lease term and the cash flow performance of the store remains strong. The
expected lease term is used in determining whether the lease is accounted for as an operating lease or a
finance lease.

Incremental borrowing rate—The incremental borrowing rate is the rate of interest that the lessee would
have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments
in a similar economic environment. The incremental borrowing rate is used in determining whether the
lease is accounted for as an operating lease or a finance lease.

Fair market value of leased asset—The fair market value of leased retail property is generally estimated
based on comparable market data as provided by third-party appraisers or consideration received from
the landlord. Fair market value is used in determining whether the lease is accounted for as an operating
lease or a finance lease.

Leases are further described in Note 3 of the Consolidated Financial Statements.

Sephora Arrangement

In 2020, we entered into an arrangement with Sephora to be the exclusive beauty offering and bring a
transformational, elevated beauty experience to Kohl’s. We sell prestige beauty products through Sephora-branded
retail shop-in-shops in certain Kohl’s stores and through a Sephora-branded offering on Kohls.com. We opened 200
shop-in shops in 2021 and are planning to open another 400 stores in 2022 and 250 in 2023.

Both parties to the arrangement are active participants and are exposed to significant risks and rewards dependent
on the success of the activities of the arrangement. The arrangement involves various activities including the
merchandising, marketing, and operations of the shops and Kohls.com. Kohl’s is the principal on sales transactions
with our customers and we recognize sales, cost of merchandise sold, and operating expenses in the respective lines
on our consolidated statements of income. Kohl’s owns and manages the inventory and funds capital expenditures
for the arrangement. The parties share equally in the operating profit of the partnership which incorporates all
expenses to run the partnership including depreciation expense related to the assets. Amounts due to Sephora for
their share of the operating profits are recorded in Cost of merchandise sold.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our operating results are subject to interest rate risk as the $600 million of notes issued in April 2020, $113 million of
which remain outstanding, and the $500 million of notes issued in March 2021 include coupon rate step ups if our
long-term debt is downgraded to below a BBB- credit rating by S&P Global Ratings or Baa3 by Moody's Investors
Service, Inc. All other long-term debt is at fixed interest rates and, therefore, is not affected by changes in interest
rates. When our long-term debt instruments mature, we may refinance them at the existing market interest rates,
which may be more or less than interest rates on the maturing debt.

We share in the net risk-adjusted revenue of the Kohl’s credit card portfolio as defined by the sum of finance charges,
late fees, and other revenue less write-offs of uncollectible accounts. We also share the costs of funding the
outstanding receivables as interest rates exceed defined rates. As a result, our share of profits from the credit card
portfolio may be negatively impacted by increases in interest rates. The reduced profitability, if any, will be impacted
by various factors, including our ability to pass higher funding costs on to the credit card holders and the outstanding
receivable balance, and cannot be reasonably estimated at this time.

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Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

Page

Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42).....................................................
Consolidated Balance Sheets ....................................................................................................................................
Consolidated Statements of Operations...................................................................................................................
Consolidated Statements of Changes in Shareholders’ Equity ............................................................................
Consolidated Statements of Cash Flows .................................................................................................................
Notes to Consolidated Financial Statements...........................................................................................................
1. Business and Summary of Accounting Policies ...............................................................................................
2. Debt .........................................................................................................................................................................
3. Leases.....................................................................................................................................................................
4. Benefit Plans ..........................................................................................................................................................
5. Income Taxes.........................................................................................................................................................
6. Stock-Based Awards.............................................................................................................................................
7. Contingencies ........................................................................................................................................................

37
40
41
42
43
44
44
50
51
54
54
56
58

Schedules have been omitted as they are not applicable.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Kohl’s Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Kohl’s Corporation (the “Company“) as of January
29, 2022 and January 30, 2021, the related consolidated statements of operations, changes in shareholders’ equity
and cash flows, for each of the three years in the period ended January 29, 2022, and the related notes (collectively
referred to as the “consolidated financial statements“). In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of the Company at January 29, 2022 and January 30, 2021, and
the results of its operations and its cash flows for each of the three years in the period ended January 29, 2022, in
conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of January 29, 2022, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) and our report dated March 17, 2022 expressed an unqualified opinion
thereon.

Basis for Opinion

These financial statements are the responsibility of the Company‘s management. Our responsibility is to express an
opinion on the Company‘s financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters
below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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Description of
the Matter

Merchandise Inventories

At January 29, 2022, the Company’s merchandise inventories balance was $3.1 billion. As
described in Note 1 to the consolidated financial statements, merchandise inventories are valued
at the lower of cost or market using the retail inventory method (“RIM”). Under RIM, the valuation
of inventory at cost and the resulting gross margins are calculated by applying a cost-to-retail
ratio to the retail value of inventory. RIM is an averaging method that has been widely used in the
retail industry due to its practicality. The use of RIM results in inventory valued at lower of cost or
market since permanent markdowns are taken as a reduction to the retail value of inventories.

The calculation of inventory under RIM includes a number of inputs including the retail value of
inventory and adjustments to inventory costs such as markdown allowances, shrinkage, volume
rebates and permanent markdowns. As a result of the number of inputs, the relatively higher level
of automation impacting the inventory process, and the involvement of multiple software
applications used to capture the high volume of transactions processed by the Company, auditing
inventory requires extensive audit effort. In addition, the inventory process is supported by a
number of automated and IT dependent controls that elevate the importance of the IT general
controls that support the underlying software applications including those developed by the
Company.

How We
Addressed the
Matter in Our
Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of
controls over the Company’s inventory process, including the RIM calculation and underlying IT
general controls, and controls over the data transfers between applications.

Our substantive audit procedures included, among others, evaluating the key inputs into the RIM
calculation, including purchases, sales, shrinkage, vendor allowances and markdowns. Our
testing included agreeing data back to source information including third party vendor invoices,
third party inventory count information, and cash receipts. We also performed analytical
procedures including margin analysis, analytics with respect to key inventory metrics such as
shrinkage, turns and store inventory in conjunction with analysis related to markdowns and
purchase price adjustments.

Unrecognized Tax Benefits

Description of
the Matter

As described in Note 5 to the consolidated financial statements, at January 29, 2022, the
Company had gross unrecognized tax benefits of $276 million. The Company’s uncertain tax
positions are subject to audit by federal and state taxing authorities, and the resolution of such
audits may span multiple years.

Management’s analysis of extent to which its tax positions in certain jurisdictions are more-likely-
than-not to be sustained was significant to our audit because the amounts are material to the
financial statements and the related assessment process is complex and involves significant
judgments. Such judgments included the interpretation of laws, regulations, and tax rulings
related to uncertain tax positions.

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How We
Addressed the
Matter in Our
Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of
controls over the Company’s process to assess whether tax positions are more-likely-than-not
to be sustained upon examination. For example, we tested controls over management’s
identification of uncertain tax positions and its application of the recognition and measurement
principles, including management’s review of the inputs and calculations of unrecognized tax
benefits resulting from uncertain tax positions.

To test management’s recognition and measurement of liabilities associated with uncertain tax
positions, our audit procedures included, among others, evaluation of the status of open income
tax examinations and the potential implications of those examinations on the current year
income tax provision based on the application of income tax laws. We analyzed the Company’s
assumptions and data used to determine the amount of tax benefit to recognize and tested the
accuracy of the calculations. We also tested the technical merits of existing positions, including
an evaluation of whether the positions are more-likely-than-not to be sustained in an
examination and the statute of limitations assumptions related to the Company’s calculation of
liabilities for uncertain tax positions. We involved our tax professionals to assist in the
evaluation of tax law relative to the Company’s open income tax examinations.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1986.

Milwaukee, Wisconsin
March 17, 2022

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(Dollars in Millions)
Assets
Current assets:

Cash and cash equivalents
Merchandise inventories
Other

Total current assets

Property and equipment, net
Operating leases
Other assets

Total assets

Liabilities and Shareholders’ Equity
Current liabilities:

Accounts payable
Accrued liabilities
Current portion of:

Finance leases and financing obligations
Operating leases

Total current liabilities

Long-term debt
Finance leases and financing obligations
Operating leases
Deferred income taxes
Other long-term liabilities
Shareholders’ equity:

KOHL’S CORPORATION
CONSOLIDATED BALANCE SHEETS

January 29, 2022

January 30, 2021

$1,587
3,067
369
5,023
7,304
2,248
479
$15,054

$1,683
1,340

118
145
3,286
1,910
2,133
2,479
206
379

$2,271
2,590
974
5,835
6,689
2,398
415
$15,337

$1,476
1,270

115
161
3,022
2,451
1,387
2,625
302
354

Common stock - 377 and 377 million shares issued
Paid-in capital
Treasury stock, at cost, 246 and 219 million shares
Retained earnings

Total shareholders’ equity
Total liabilities and shareholders’ equity

4
3,375
(12,975)
14,257
$4,661
$15,054

4
3,319
(11,595)
13,468
$5,196
$15,337

See accompanying Notes to Consolidated Financial Statements

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KOHL’S CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Millions, Except per Share Data)
Net sales
Other revenue
Total revenue
Cost of merchandise sold
Operating expenses:

Selling, general, and administrative
Depreciation and amortization
Impairments, store closing, and other costs
(Gain) on sale of real estate

Operating income (loss)
Interest expense, net
Loss (gain) on extinguishment of debt
Income (loss) before income taxes
Provision (benefit) for income taxes
Net income (loss)
Net income (loss) per share:

Basic
Diluted

2021
$18,471
962
19,433
11,437

2020
$15,031
924
15,955
10,360

2019
$18,885
1,089
19,974
12,140

5,478
838
—
—
1,680
260
201
1,219
281
$938

$6.41
$6.32

5,021
874
89
(127)
(262)
284
—
(546)
(383)
$(163)

$(1.06)
$(1.06)

5,705
917
113
—
1,099
207
(9)
901
210
$691

$4.39
$4.37

See accompanying Notes to Consolidated Financial Statements

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KOHL’S CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Dollars in Millions, Except per Share Data)
Common stock

Balance, beginning of period
Stock-based awards
Balance, end of period

Paid-in capital

Balance, beginning of period
Stock-based awards
Balance, end of period

Treasury stock

Balance, beginning of period
Treasury stock purchases
Stock-based awards
Dividends paid
Balance, end of period

Retained earnings

Balance, beginning of period
Change in accounting standard (a)
Net (loss) earnings
Dividends paid
Balance, end of period

2021

2020

2019

$4
—
$4

$3,319
56
$3,375

$3,272
47
$3,319

$3,204
68
$3,272

$(11,595)
(1,355)
(27)
2
$(12,975)

$(11,571)
(8)
(22)
6
$(11,595)

$(11,076)
(470)
(31)
6
$(11,571)

$13,468
—
938
(149)
$14,257

$13,745
—
(163)
(114)
$13,468

$13,395
88
691
(429)
$13,745

Total shareholders' equity, end of period

$4,661

$5,196

$5,450

Common stock

Shares, beginning of period
Stock-based awards
Shares, end of period

Treasury stock

Shares, beginning of period
Treasury stock purchases
Shares, end of period

Total shares outstanding, end of period

Dividends paid per common share

(a)

Adoption of new lease accounting standard in 2019.

377
—
377

375
2
377

374
1
375

(219)
(27)
(246)
131

(219)
—
(219)
158

(211)
(8)
(219)
156

$1.00

$0.704

$2.68

See accompanying Notes to Consolidated Financial Statements

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KOHL’S CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Millions)
Operating activities
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:

2021

2020

2019

$938

$(163)

$691

Depreciation and amortization
Share-based compensation
Deferred income taxes
Impairments, store closing, and other costs
(Gain) on sale of real estate
Loss (gain) on extinguishment of debt
Non-cash inventory costs
Non-cash lease expense
Other non-cash expense
Changes in operating assets and liabilities:

Merchandise inventories
Other current and long-term assets
Accounts payable
Accrued and other long-term liabilities
Operating lease liabilities

Net cash provided by operating activities
Investing activities
Acquisition of property and equipment
Proceeds from sale of real estate
Other
Net cash used in investing activities
Financing activities
Proceeds from issuance of debt
Deferred financing costs
Treasury stock purchases
Shares withheld for taxes on vested restricted shares
Dividends paid
Reduction of long-term borrowing
Premium paid on redemption of debt
Finance lease and financing obligation payments
Proceeds from financing obligations
Proceeds from stock option exercises
Other
Net cash (used in) provided by financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental information

Interest paid, net of capitalized interest
Income taxes paid

838
48
(92)
—
—
201
—
139
12

(467)
569
206
21
(142)
2,271

(605)
35
—
(570)

500
(8)
(1,355)
(27)
(147)
(1,044)
(192)
(125)
15
1
(3)
(2,385)
(684)
2,271
$1,587

$246
370

874
40
18
64
(127)
—
187
149
22

768
(813)
270
199
(150)
1,338

(334)
197
—
(137)

2,097
(19)
(8)
(22)
(108)
(1,497)
—
(105)
9
—
—
347
1,548
723
$2,271

$254
419

917
56
51
64
—
(9)
—
150
11

(51)
48
19
(134)
(156)
1,657

(855)
—
18
(837)

—
—
(470)
(31)
(423)
(6)
—
(113)
11
1
—
(1,031)
(211)
934
$723

$193
172

See accompanying Notes to Consolidated Financial Statements

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1. Business and Summary of Accounting Policies

Business

As of January 29, 2022, we operated 1,165 stores and a website (www.Kohls.com). Our Kohl's stores and website
sell moderately-priced private and national brand apparel, footwear, accessories, beauty, and home products. Our
Kohl's stores generally carry a consistent merchandise assortment with some differences attributable to local
preferences, store size, and Sephora. Our website includes merchandise which is available in our stores, as well as
merchandise which is available only online.

Our authorized capital stock consists of 800 million shares of $0.01 par value common stock and 10 million shares of
$0.01 par value preferred stock.

Consolidation

The Consolidated Financial Statements include the accounts of Kohl’s Corporation and its subsidiaries including
Kohl’s, Inc., its primary operating company. All intercompany accounts and transactions have been eliminated.

Accounting Period

Our fiscal year ends on the Saturday closest to January 31st each year. Unless otherwise stated, references to years
in these notes relate to fiscal years rather than to calendar years. The following fiscal periods are presented in these
notes:

Fiscal Year
2021
2020
2019

Ended
January 29, 2022
January 30, 2021
February 1, 2020

Number of Weeks
52
52
52

Use of Estimates

The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and
accompanying notes. We believe that our accounting estimates are appropriate and reflect the increased
uncertainties surrounding the severity and duration of the COVID-19 pandemic. Actual results could differ from those
estimates.

Cash and Cash Equivalents

In addition to money market investments, cash equivalents include commercial paper and certificates of deposit with
original maturities of three months or less. We carry these investments at cost which approximates fair value.

Also included in cash and cash equivalents are amounts due from credit card transactions with settlement terms of
less than five days. Credit and debit card receivables included within cash were $64 million at January 29, 2022 and
$77 million at January 30, 2021.

Merchandise Inventories

Merchandise inventories are valued at the lower of cost or market using the Retail Inventory Method (“RIM”). Under
RIM, the valuation of inventory at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio
to the retail value of inventory. RIM is an averaging method that has been widely used in the retail industry due to its
practicality. The use of RIM will result in inventory being valued at the lower of cost or market since permanent
markdowns are taken as a reduction of the retail value of inventories. A reserve is recorded if the future estimated
selling price is less than cost.

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Other Current Assets

Other current assets consist of the following:

(Dollars in Millions)
Other Receivables
Prepaids
Income taxes receivable
Other
Other current assets (a)

January 29, 2022

January 30, 2021

$175
164
15
15
$369

$179
172
610
13
$974

(a) See Note 5 of the Consolidated Financial Statements for further discussion on income taxes.

Property and Equipment

Property and equipment consist of the following:

(Dollars in Millions)
Land
Buildings and improvements:

Owned
Leased

Fixtures and equipment
Information technology
Construction in progress

Total property and equipment, at cost

Less accumulated depreciation and amortization

Property and equipment, net

January 29, 2022

January 30, 2021

$1,109

$1,091

8,035
1,754
1,609
2,774
84
15,365
(8,061)
$7,304

7,783
963
1,267
2,855
313
14,272
(7,583)
$6,689

Construction in progress includes property and equipment which is not ready for its intended use.

Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the
straight-line method over the estimated useful lives of the assets. Owned buildings and improvements include owned
buildings on owned and leased land as well as leasehold improvements on leased properties. Leased property and
improvements to leased property are amortized on a straight-line basis over the term of the lease or useful life of the
asset, whichever is less. Leases are further described in Note 3 of the Consolidated Financial Statements.

The annual provisions for depreciation and amortization generally use the following ranges of useful lives:

Buildings and improvements
Fixtures and equipment
Information technology

5-40 years
3-15 years
3-8 years

Long-Lived Assets

All property and equipment and other long-lived assets are reviewed for potential impairment at least annually or
when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. If such
indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable
to such assets is less than the carrying value of the assets. A potential impairment has occurred if projected future
undiscounted cash flows are less than the carrying value of the assets. No impairments were recorded in 2021. We
recorded impairments of $68 million in 2020 in Impairments, store closing, and other costs of which $51 million was
due to the impact of the COVID-19 pandemic and $17 million was related to impairments of corporate facilities and
leases. We recorded impairments of $73 million in 2019 in Impairments, store closing, and other costs.

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Leases

In the first quarter of 2020, we negotiated rent deferrals for a significant number of our stores, with repayment at later
dates, primarily in the third and fourth quarter of 2020 and the first half of 2021. These concessions provide a deferral
of rent payments with no substantive changes to the original contract. Consistent with updated guidance from the
Financial Accounting Standards Board (“FASB”) in April 2020, we have elected to treat the COVID-19 pandemic-
related rent deferrals as accrued liabilities. We continued to recognize expense during the deferral periods.

Other Noncurrent Assets

Other noncurrent assets consist of the following:

(Dollars in Millions)
Income taxes receivable
Deferred tax assets
Other
Other noncurrent assets (a)

January 29, 2022
$300
39
140
$479

January 30, 2021

$232
42
141
$415

(a) See Note 5 of the Consolidated Financial Statements for further discussion on income taxes.

Accrued Liabilities

Accrued liabilities consist of the following:

(Dollars in Millions)
Gift cards and merchandise return cards
Sales, property and use taxes
Payroll and related fringe benefits
Income taxes payable
Accrued capital
Other
Accrued liabilities

January 29, 2022 January 30, 2021
$339
196
229
10
10
486
$1,270

$353
181
150
106
85
465
$1,340

Self-Insurance

We use a combination of insurance and self-insurance for a number of risks.

We retain the initial risk of $500,000 per occurrence in workers’ compensation claims and $250,000 per occurrence
in general liability claims. We record reserves for workers’ compensation and general liability claims which include
the total amounts that we expect to pay for a fully developed loss and related expenses, such as fees paid to attorneys,
experts, and investigators.

We are fully self-insured for employee-related health care benefits, a portion of which is paid by our associates.

We use a third-party actuary to estimate the liabilities associated with workers’ compensation, general liability, and
employee-related health care risks. These liabilities include amounts for both reported claims and incurred, but not
reported losses. The total liabilities, net of collateral held by third parties, for these risks were $47 million as of January
29, 2022 and $52 million as of January 30, 2021.

For property losses we are subject to a $5 million self-insured retention ("SIR"). Once the SIR is incurred, each loss
is subject to a $250,000 deductible, except flood in high hazard zones is subject to a $1 million deductible and
catastrophic events, such as earthquakes and windstorms, are subject to a 2-5% deductible.

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Treasury Stock

We account for repurchases of common stock and shares withheld in lieu of taxes when restricted stock vests using
the cost method with common stock in treasury classified in the Consolidated Balance Sheets as a reduction of
shareholders’ equity.

Revenue Recognition

Net Sales

Net sales includes revenue from the sale of merchandise and shipping revenues. Net sales are recognized when
merchandise is received by the customer and we have fulfilled all performance obligations. We do not have any sales
that are recorded as commissions.

The following table summarizes net sales by line of business:

(Dollars in Millions)
Women's
Men's
Home
Children's
Accessories
Footwear
Net Sales

2021

$4,927
3,867
3,344
2,435
2,100
1,798
$18,471

2020

$3,796
2,753
3,381
2,082
1,638
1,381
$15,031

2019

$5,302
3,827
3,249
2,460
2,217
1,830
$18,885

We maintain various rewards programs whereby customers earn rewards based on their spending and other
promotional activities. The rewards are typically in the form of dollar-off discounts which can be used on future
purchases. These programs create performance obligations which require us to defer a portion of the original sale
until the rewards are redeemed. Sales are recorded net of returns. At the end of each reporting period, we record a
reserve based on historical return rates and patterns which reverses sales that we expect to be returned in the
following period. Revenue from the sale of Kohl's gift cards is recognized when the gift card is redeemed. Unredeemed
gift card and merchandise return card liabilities totaled $353 million as of January 29, 2022 and $339 million as of
January 30, 2021. Net sales of $153 million were recognized during 2021 from gift cards redeemed in 2021 and
issued in prior years.

Net sales do not include sales tax as we are considered a pass-through conduit for collecting and remitting sales
taxes.

Other Revenue

Other revenue includes revenue from credit card operations, third-party advertising on our website, unused gift cards
and merchandise return cards (breakage), and other non-merchandise revenue.

Revenue from credit card operations includes our share of the finance charges, late fees, and other revenue less
write-offs of uncollectible accounts of the Kohl’s credit card pursuant to the Private Label Credit Card Program
Agreement. Expenses related to our credit card operations are reported in SG&A.

Revenue from unredeemed gift cards and merchandise return cards (breakage) is recorded in proportion to and over
the time period the cards are actually redeemed.

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Cost of Merchandise Sold and Selling, General, and Administrative Expenses

The following table illustrates the primary costs classified in Cost of Merchandise Sold and Selling, General, and
Administrative Expenses:

Cost of Merchandise Sold

• Total cost of products sold including product
development costs, net of vendor payments other than
reimbursement of specific, incremental, and identifiable
costs

• Inventory shrink

• Markdowns

Selling, General, and
Administrative Expenses

• Compensation and benefit costs including:

• Stores
• Corporate, including buying
• Distribution centers

• Occupancy and operating costs of our retail,

distribution, and corporate facilities

• Freight expenses associated with moving

• Expenses related to our credit card operations

merchandise from our vendors to our distribution
centers

• Shipping expenses for digital sales

• Terms cash discount

• Depreciation of product development facilities and

equipment

• Freight expenses associated with moving

merchandise from our distribution centers to our retail
stores and between distribution and retail facilities
other than expenses to fulfill digital sales

• Marketing expenses, offset by vendor payments for

reimbursement of specific, incremental, and
identifiable costs

• Other non-operating revenues and expenses

The classification of these expenses varies across the retail industry.

Vendor Allowances

We receive consideration for a variety of vendor-sponsored programs, such as markdown allowances, volume
rebates, and promotion and marketing support. The vendor consideration is recorded as earned either as a reduction
of Cost of Merchandise Sold or Selling, General, and Administrative Expenses. Promotional and marketing
allowances are intended to offset our marketing costs to promote vendors’ merchandise. Markdown allowances and
volume rebates are recorded as a reduction of inventory costs.

Fair Value

Fair value measurements are required to be classified and disclosed in one of the following pricing categories:

Level 1:

Financial instruments with unadjusted, quoted prices listed on active market exchanges.

Level 2:

Financial instruments lacking unadjusted, quoted prices from active market exchanges, including
over-the-counter traded financial instruments. The prices for the financial instruments are determined
using prices for recently traded financial instruments with similar underlying terms as well as directly
or indirectly observable inputs, such as interest rates and yield curves that are observable at
commonly quoted intervals.

Level 3:

Financial instruments that are not actively traded on a market exchange. This category includes
situations where there is little, if any, market activity for the financial instrument. The prices are
determined using significant unobservable inputs or valuation techniques.

Current assets and liabilities are reported at cost, which approximates fair value. Cash and cash equivalents are
classified as Level 1 as carrying value approximates fair value because maturities are less than three months.

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Marketing

Marketing costs are expensed when the marketing is first seen. Marketing costs, net of related vendor allowances,
are as follows:

(Dollars in Millions)
Gross marketing costs
Vendor allowances
Net marketing costs
Net marketing costs as a percent of total revenue

2021

2020

2019

$948
(55)
$893
4.6%

$824
(36)
$788
4.9%

$1,156
(130)
$1,026
5.1%

Income Taxes

Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and
liabilities are recorded based on differences between the amounts of assets and liabilities recognized for financial
reporting purposes and such amounts recognized for income tax purposes. Deferred tax assets and liabilities are
calculated using the enacted tax rates and laws that are expected to be in effect when the differences are expected
to reverse. We establish valuation allowances for deferred tax assets when we believe it is more likely than not that
the asset will not be realizable for tax purposes. We recognize interest and penalty expense related to unrecognized
tax benefits in our provision for income tax expense.

Net Income (Loss) Per Share

Basic net income (loss) per share is net income (loss) divided by the average number of common shares outstanding
during the period. Diluted net income (loss) per share includes incremental shares assumed for share-based awards
and stock warrants. Potentially dilutive shares include stock options, unvested restricted stock units and awards,
performance share units, and warrants outstanding during the period, using the treasury stock method. Potentially
dilutive shares are excluded from the computations of diluted earnings per share (“EPS”) if their effect would be anti-
dilutive.
The information required to compute basic and diluted net income (loss) per share is as follows:

(Dollars and Shares in Millions, Except per Share Data)
Numerator—net income (loss)
Denominator—weighted average shares

Basic
Impact of dilutive share-based awards
Diluted

Net income (loss) per share:

Basic
Diluted

2021

2020

2019

$938

$(163)

$691

146
2
148

$6.41
$6.32

154
—
154

$(1.06)
$(1.06)

157
1
158

$4.39
$4.37

The following potential shares of common stock were excluded from the diluted net income (loss) per share calculation
because their effect would have been anti-dilutive:

(Shares in Millions)

Anti-dilutive shares

2021

2020

2019

Share-Based Awards

Stock-based compensation expense is generally recognized on a straight-line basis over the vesting period based on
the fair value of awards which are expected to vest. The fair value of all share-based awards is estimated on the date
of grant.

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Recent Accounting Pronouncements

We adopted the new accounting standard on simplifying the accounting for income taxes (ASU 2019-12), effective at
the beginning of fiscal 2021. The transition method (retrospective, modified retrospective, or prospective basis) related
to the amendments depends on the applicable guidance, and all amendments for which there is no transition guidance
specified are to be applied on a prospective basis. There was no material impact on our financial statements due to
adoption of the new standard.

2. Debt

Long-term debt consists of the following unsecured senior debt:

Maturity (Dollars in Millions)
2023
2023
2025
2025
2029
2031
2033
2037
2045
Outstanding unsecured senior debt
Unamortized debt discounts and deferred financing costs
Unsecured senior debt
Effective interest rate

Effective
Rate
3.25%
4.78%
9.50%
4.25%
7.36%
3.40%
6.05%
6.89%
5.57%

Coupon
Rate
3.25%
4.75%
9.50%
4.25%
7.25%
3.38%
6.00%
6.88%
5.55%

Outstanding

January 29, 2022

January 30, 2021

$164
111
113
353
42
500
112
101
427
1,923
(13)
$1,910
4.89%

$350
184
600
650
42
—
113
101
427
2,467
(16)
$2,451
5.90%

Our unsecured senior long-term debt is classified as Level 1, financial instruments with unadjusted, quoted prices
listed on active market exchanges. The estimated fair value of our unsecured senior debt was $2.0 billion at January
29, 2022 and $2.8 billion at January 30, 2021.

In March 2021, we issued $500 million in aggregate principal amount of 3.375% notes with semi-annual interest
payments beginning in November 2021. The notes include coupon rate step ups if our long-term debt is downgraded
to below a BBB- credit rating by S&P Global Ratings or Baa3 by Moody’s Investors Service, Inc. The notes mature in
May 2031. Proceeds of the issuance and cash on hand were used to pay the principal, premium, and accrued interest
of the notes which were purchased as part of the cash tender offer in April 2021.

In October 2021, we entered into a Credit Agreement with various lenders which provides for a $1.0 billion senior
unsecured five-year revolving credit facility that will mature in October 2026 and replaced our existing senior secured
revolving credit facility. Among other things, the agreement includes a maximum leverage ratio financial covenant
and restrictions on liens and subsidiary indebtedness, all of which are generally consistent with the prior 2019 senior
unsecured five-year revolving credit facility. We may request an increase in revolving credit commitments under the
facility of up to $500 million in certain circumstances. Events of default under the Credit Agreement include, among
other things, a change of control of the Company and the Company’s default on other debt exceeding $75 million. No
borrowings were outstanding on the credit facility in place as of January 29, 2022 or January 30, 2021.

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Our various debt agreements contain covenants including limitations on additional indebtedness and certain financial
tests. As of January 29, 2022, we were in compliance with all covenants of the various debt agreements.

We also had outstanding trade letters of credit totaling approximately $45 million at January 29, 2022 issued under
uncommitted lines with two banks.

3. Leases

We lease certain property and equipment used in our operations. Some of our store leases include additional rental
payments based on a percentage of sales over contractual levels or payments that are adjusted periodically for
inflation. Our typical store lease has an initial term of 20 to 25 years and four to eight five-year renewal options.

Lease assets represent our right to use an underlying asset for the lease term. Lease assets are recognized at
commencement date based on the value of the lease liability and are adjusted for any lease payments made to the
lessor at or before commencement date, minus any lease incentives received and any initial direct costs incurred by
the lessee.

Lease liabilities represent our contractual obligation to make lease payments. At the commencement date, the lease
liabilities equal the present value of minimum lease payments over the lease term. As the implicit interest rate is not
readily identifiable in our leases, we estimate our collateralized borrowing rate to calculate the present value of lease
payments.

Leases with a term of 12 months or less are excluded from the balance; we recognize lease expense for these leases
on a straight-line basis over the lease term. We combine lease and non-lease components for new and modified
leases. The majority of our lease assets and liabilities are for stores that are leased locations.

We opened 200 Sephora shop-in-shops within our Kohl's stores in the fall of 2021. Due to the investments we made
in the shop-in-shops, we reassessed our lease term when construction began as these assets will have significant
economic value to us when the lease term becomes exercisable. The impact of these assessments resulted in an
increase in the accounting lease term, additional lease assets and liabilities, and, in some cases, changes to the
classification.

The following tables summarize our operating and finance leases and where they are presented in our Consolidated
Financial Statements:

Consolidated Balance Sheets

Classification

Operating leases
Property and equipment, net

(Dollars in Millions)
Assets
Operating leases
Finance leases
Total operating and finance leases
Liabilities
Current
Operating leases
Finance leases
Noncurrent
Operating leases
Finance leases
Total operating and finance leases

Current portion of operating leases
Current portion of finance leases and financing obligations

Operating leases
Finance leases and financing obligations

January 29,
2022

January 30,
2021

$2,248
1,442
3,690

$2,398
708
3,106

145
87

161
76

2,479
1,688
$4,399

2,625
926
$3,788

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Consolidated Statement of Operations

(Dollars in Millions)
Operating leases
Finance Leases
Amortization of leased assets
Interest on leased assets
Total operating and finance leases

Classification
Selling, general, and administrative

2021

2020

2019

$298

$314

Depreciation and amortization
Interest expense, net

98
111
$507

79
102
$495

72
98
$484

Consolidated Statement of Cash Flows

(Dollars in Millions)
Cash paid for amounts included in measurement of leased liabilities
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases

2021

2020

2019

$311
105
93

$305
102
69

$320
98
76

The following table summarizes future lease payments by fiscal year:

(Dollars in millions)
2022
2023
2024
2025
2026
After 2026
Total lease payments
Amount representing interest
Lease liabilities

Operating Leases

$283
277
246
233
224
3,275
$4,538
(1,914)
$2,624

January 29, 2022
Finance Leases

$198
181
166
160
159
2,636
$3,500
(1,725)
$1,775

Total

$481
458
412
393
383
5,911
$8,038
(3,639)
$4,399

Total lease payments include $2.9 billion related to options to extend operating lease terms that are reasonably certain
of being exercised, $2.5 billion related to options to extend finance lease terms that are reasonably certain of being
exercised, and excludes $50 million of legally binding lease payments for leases signed but not yet commenced.

The following table summarizes weighted-average remaining lease term and discount rate:

Weighted-average remaining term (years)
Operating leases
Finance leases
Weighted-average discount rate
Operating leases
Finance leases

Other lease information is as follows:

(Dollars in Millions)
Property and equipment acquired through:
Finance lease liabilities
Operating lease liabilities

Financing Obligations

January 29, 2022

January 30, 2021

20
20

19
18

6%
7%

6%
10%

2021

2020

2019

841
2

128
165

236
106

Historical failed sale-leasebacks that did not qualify for sale-leaseback accounting upon adoption of ASC 842 continue
to be accounted for as financing obligations.

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The following tables summarize our financing obligations and where they are presented in our Consolidated Financial
Statements:

(Dollars in millions)
Assets
Financing obligations
Liabilities
Current
Noncurrent
Total financing obligations

Consolidated Balance Sheets

Classification

Property and equipment, net

Current portion of finance leases and financing obligations
Finance leases and financing obligations

January 29,
2022

January 30,
2021

$55

$65

31
445
$476

39
461
$500

Consolidated Statement of Operations

(Dollars in millions)
Amortization of financing obligation assets
Interest on financing obligations
Total financing obligations

Classification
Depreciation and amortization
Interest expense, net

2021

2020

2019

$10
41
$51

$11
36
$47

$11
37
$48

Consolidated Statement of Cash Flows

(Dollars in millions)
Cash paid for amounts included in measurement of financing obligations
Operating cash flows from financing obligations
Financing cash flows from financing obligations
Proceeds from financing obligations
(Gain) on extinguishment of debt

2021

2020

2019

$40
32
15
—

$36
36
9

$37
37
11
— (9)

In 2019, we purchased leased equipment that was accounted for as a financing obligation resulting in recognition of
a $9 million gain on extinguishment of debt.

The following table summarizes future financing obligation payments by fiscal year:

(Dollars in millions)
2022
2023
2024
2025
2026
After 2026
Total lease payments
Non-cash gain on future sale of property
Amount representing interest
Financing obligation liability

January 29, 2022
Financing Obligations
$72
72
67
59
52
445
$767
206
(497)
$476

Total payments exclude $8 million of legally binding payments for contracts signed, but not yet commenced.

The following table summarizes the weighted-average remaining term and discount rate for financing obligations:

Weighted-average remaining term (years)
Weighted-average discount rate

January 29, 2022
10 8
7%

January 30, 2021

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The following table shows the cash rent out flows for the operating leases, finance leases, and financing obligations:

Consolidated Statement of Cash Flows

(Dollars in millions)
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Operating cash flows from financing obligations
Financing cash flows from financing obligations
Total cash rent

4. Benefit Plans

2021

2020

2019

$305

$311

$320
105 102 98
93 69 76
40 36 37
32 36 37
548 568

581

We have a defined contribution savings plan covering all full-time and certain part-time associates. Participants in this
plan may invest up to 99% of their base compensation, subject to certain statutory limits. We match 100% of the first
5% of each participant’s contribution, subject to certain statutory limits.

We also offer a non-qualified deferred compensation plan to a group of executives which provides for pre-tax
compensation deferrals up to 75% of salary and 100% of bonus. Deferrals and credited investment returns are 100%
vested.

The total costs for these benefit plans were $51 million for 2021, $50 million for 2020, and $51 million for 2019.

5. Income Taxes

Deferred income taxes consist of the following:

(Dollars in Millions)
Deferred tax liabilities:
Property and equipment
Lease assets
Merchandise inventories
Total deferred tax liabilities
Deferred tax assets:
Lease obligations
Accrued and other liabilities, including stock-based compensation
Federal benefit on state tax reserves
Valuation allowance
Total deferred tax assets
Net deferred tax liability

January 29, 2022

January 30, 2021

$646
974
24
1,644

$718
821
46
1,585

1,267
214
30
(34)
1,477
$167

1,093
244
30
(42)
1,325
$260

Deferred tax assets included in other long-term assets totaled $39 million as of January 29, 2022 and $42 million as
of January 30, 2021. As of January 29, 2022, the Company had state net operating loss carryforwards, net of valuation
allowances, of $46 million, and state credit carryforwards, net of valuation allowances, of $8 million, which will expire
between 2022 and 2042. As of January 30, 2021, state net operating loss carryforwards, net of valuation allowances,
were $88 million, and state credit carryforwards, net of valuation allowances, were $6 million.

The components of the Provision (benefit) for income taxes were as follows:

(Dollars in Millions)
Current federal
Current state
Deferred federal
Deferred state
Provision (benefit) for income taxes

2021

$311
63
(59)
(34)
$281

2020
$(439)
38
69
(51)
$(383)

2019

$128
31
60
(9)
$210

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On March 27, 2020, the CARES Act was enacted and signed into law. The CARES Act modified a number of corporate
tax provisions, such as the limitations on the deduction of business interest expense under Section 163(j) as well as
allowing net operating loss carryovers and carrybacks to fully offset taxable income for years beginning before 2021.
Additionally, the CARES Act allows net operating losses incurred in 2018, 2019, and 2020 to be carried back to the
five preceding tax years to generate a refund of previously paid income taxes.

The effective tax rate differs from the amount that would be provided by applying the statutory U.S. corporate tax rate
due to the following items:

Provision at statutory rate
State income taxes, net of federal tax benefit
Federal NOL carryback
Uncertain tax positions
Federal tax credits
Other
Effective tax rate

2019

2020

2021
21.0% 21.0% 21.0%
3.1
2.1
—
66.0
0.6
(19.4)
(1.2)
0.4
(0.2)
0.1
23.1% 70.2% 23.3%

2.6
(0.3)
0.6
(1.1)
0.3

The effective tax rate for the year ended January 29, 2022, was less than the effective tax rate for the year ended
January 30, 2021, primarily due to the federal net operating loss (“NOL”) generated in 2020 that could be carried back
up to five taxable years. The federal NOL incurred for the year ended January 30, 2021 was carried back to tax years
2015 – 2017. As a result, for the year ended January 30, 2021, the Company recorded an income tax benefit of $474
million due to the federal income tax rate of 21% in tax year 2020 versus 35% in tax years 2015 – 2017.

We have analyzed filing positions in all of the federal and state jurisdictions where we are required to file income tax
returns, as well as all open tax years in these jurisdictions. The federal returns subject to examination are the 2012
through 2021 tax years. With respect to state and local jurisdictions, with limited exceptions, the Company is no longer
subject to income tax audits for years before 2013. Certain states have proposed adjustments, which we are currently
appealing. If we do not prevail on our appeals, we do not anticipate that the adjustments would result in a material
change in our financial position.

We assess our income tax positions and record tax liabilities for all years subject to examination based upon
management’s evaluation of the facts and circumstances and information available at the reporting dates. For those
income tax positions where it is more-likely-than-not, based on technical merits, that a tax benefit will be sustained
upon the conclusion of an examination, we have recorded the largest amount of tax benefit having a cumulatively
greater than 50% likelihood of being realized upon ultimate settlement with the applicable taxing authority, assuming
that it has full knowledge of all relevant information. For those tax positions which do not meet the more-likely-than-
not threshold regarding the ultimate realization of the related tax benefit, no tax benefit has been recorded in the
financial statements. In addition, we provide for interest and penalties, as applicable, and record such amounts as a
component of the overall income tax provision. A reconciliation of the beginning and ending gross amount of
unrecognized tax benefits is as follows:

(Dollars in Millions)
Balance at beginning of year
Increases due to tax positions taken in prior years
Increases due to tax positions taken in current year
Decreases due to:

Tax positions taken in prior years
Settlements with taxing authorities
Lapse of applicable statute of limitations

Balance at end of year

2021

2020

$298
12
27

(53)
(3)
(5)
$276

$135
—
177

(9)
(4)
(1)
$298

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Not included in the unrecognized tax benefits reconciliation above are gross unrecognized accrued interest and
penalties of $43 million at January 29, 2022 and $42 million at January 30, 2021. Interest and penalty expenses were
$3 million in 2021, $18 million in 2020, and $4 million in 2019.

Our total unrecognized tax benefits that, if recognized, would affect our effective tax rate were $256 million as of
January 29, 2022 and $276 million as of January 30, 2021. It is reasonably possible that our unrecognized tax
positions may change within the next 12 months, primarily as a result of ongoing audits. While it is possible that one
or more of these examinations may be resolved in the next year, it is not anticipated that a significant impact to the
unrecognized tax benefit balance will occur.

We have both payables and receivables for income taxes recorded on our balance sheet. Receivables included in
other current assets totaled $15 million as of January 29, 2022 and $610 million as of January 30, 2021. Receivables
included in other long term assets totaled $300 million as of January 29, 2022 and $232 million as of January 30,
2021. Payables included in current liabilities totaled $106 million as of January 29, 2022 and $10 million as of January
30, 2021.

6. Stock-Based Awards

We currently grant share-based compensation pursuant to the Kohl’s Corporation 2017 Long-Term Compensation
Plan, which provides for the granting of various forms of equity-based awards, including nonvested stock,
performance share units, and options to purchase shares of our common stock, to officers, key employees, and
directors. As of January 29, 2022, there were 9.0 million shares authorized and 6.1 million shares available for grant
under the 2017 Long-Term Compensation Plan. Options and nonvested stock that are surrendered or terminated
without issuance of shares are available for future grants. We also have outstanding options and other awards which
were granted under previous compensation plans.

Annual grants are typically made in the first quarter of the fiscal year. Grants to newly-hired and promoted employees
and other discretionary grants are made periodically throughout the remainder of the year.

Stock Options

The majority of stock options previously granted to employees vest in five equal annual installments. Outstanding
options granted to employees prior to 2006 had a term of up to 15 years. Outstanding options granted to employees
after 2005 had a term of seven years. Outstanding options granted to directors have a term of 10 years.

All stock options have an exercise price equal to the fair market value of the common stock on the date of grant. The
fair value of each option award was estimated using a Black-Scholes option valuation model.

The following table summarizes our stock option activity:

(Shares in Thousands)
Balance at beginning of year
Exercised
Forfeited/expired
Balance at end of year

2021

2020

2019

Weighted
Average
Exercise
Price

$52.15
54.00
51.27
$48.66

Weighted
Average
Exercise
Price

$51.78
—
51.53
$52.15

87
—
(51)
36

36
(23)
(1)
12

Weighted
Average
Exercise
Price

$51.48
50.88
51.50
$51.78

136
(46)
(3)
87

The intrinsic value of options exercised represents the excess of our stock price at the time the option was exercised
over the exercise price and was less than $1 million in 2021, $0 in 2020, and $1 million in 2019. The stock options
outstanding as of January 29, 2022 are all exercisable. They have a weighted average remaining contractual life of
0.3 years and an intrinsic value of less than $1 million. The intrinsic value of outstanding and exercisable stock options

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represents the excess of our closing stock price on January 29, 2022 ($60.16) over the exercise price multiplied by
the applicable number of stock options.

Nonvested Stock Awards

We have also awarded shares of nonvested common stock to eligible key employees and to our Board of Directors.
Substantially all awards have restriction periods tied primarily to employment and/or service. Employee awards
generally vest over five years. Director awards vest over the term to which the director was elected, generally one
year. In lieu of cash dividends, holders of nonvested stock awards are granted restricted stock equivalents which vest
consistently with the underlying nonvested stock awards. Holders of restricted stock units are granted shares upon
vesting in lieu of cash dividends.

The fair value of nonvested stock awards is the closing price of our common stock on the date of grant. We may
acquire shares from employees in lieu of amounts required to satisfy minimum tax withholding requirements upon the
vesting of the employee’s unvested stock award. Such shares are then designated as treasury shares.

The following table summarizes nonvested stock activity, including restricted stock equivalents issued in lieu of cash
dividends:

(Shares in Thousands)
Balance at beginning of year
Granted
Vested
Forfeited
Balance at end of year

2021

2020

2019

Weighted
Average
Grant
Date Fair
Value

$32.09
55.31
35.80
34.68
$36.17

Weighted
Average
Grant
Date Fair
Value

$56.24
20.46
52.83
39.21
$32.09

2,312
2,640
(1,053)
(448)
3,451

Weighted
Average
Grant
Date Fair
Value

$51.90
63.57
50.06
57.71
$56.24

2,601
917
(1,004)
(202)
2,312

3,451
696
(1,165)
(213)
2,769

The aggregate fair value of awards at the time of vesting was $42 million in 2021, $56 million in 2020, and $50 million
in 2019.

Performance Share Units

We grant performance-based share units ("performance share units") to certain executives. The performance
measurement period for these performance share units is three fiscal years. The fair market value of the grants is
determined using a Monte-Carlo valuation on the date of grant.

The actual number of shares which will be earned at the end of the three-year vesting periods will vary based on our
cumulative financial performance over the vesting periods. The number of performance share units earned will be
modified up or down based on Kohl's Relative Total Shareholder Return against a defined peer group during the
vesting periods. The payouts, if earned, will be settled in Kohl's common stock after the end of each multi-year
performance periods.

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The following table summarizes performance share unit activity by year:

2021

2020

2019

Weighted
Average
Grant
Date Fair
Value

$49.95
58.07
72.21
66.88
$42.74

Weighted
Average
Grant
Date Fair
Value

$61.55
19.76
42.72
46.79
$49.95

1,274
699
(826)
(110)
1,037

Weighted
Average
Grant
Date Fair
Value

$52.08
69.30
46.87
63.41
$61.55

1,046
665
(336)
(101)
1,274

1,037
225
(211)
(195)
856

(Shares in Thousands)
Balance at beginning of year
Granted
Vested
Forfeited
Balance at end of year

Stock Warrants

Effective April 18, 2019, in connection with our entry into a commercial agreement with Amazon.com Services, Inc.
(“Amazon”), we issued warrants to an affiliate of Amazon, to purchase up to 1,747,441 shares of our common stock
at an exercise price of $69.68, subject to customary anti-dilution provisions. The fair value was estimated to be $17.52
per warrant using a binomial lattice method. The warrants vest in five equal annual installments. The first installment
vested on January 15, 2020, the second installment on January 15, 2021, and the third installment on January 15,
2022. Total vested and unvested shares as of January 29, 2022 were 1,048,465 and 698,976, respectively. The
warrants will expire on April 18, 2026. Unvested warrants will not vest if the commercial agreement is terminated, not
renewed, or if no substitute written returns arrangement is entered into between the parties.

Other Required Disclosures

Stock-based compensation expense, other than that included in Impairments, store closing, and other costs, is
included in Selling, general, and administrative expenses in our Consolidated Statements of Income. Stock-based
compensation expense totaled $48 million for 2021, $40 million for 2020, and $56 million for 2019. At January 29,
2022, we had approximately $85 million of unrecognized share-based compensation expense, which is expected to
be recognized over a weighted-average period of 1.4 years.

7. Contingencies

We are subject to legal proceedings and claims arising out of the conduct of our business, including claims both by
and against us. Such proceedings typically involve claims related to various forms of liability, contract disputes,
allegations of violations of laws or regulations, or other actions brought by us or others including our employees,
consumers, competitors, suppliers, or governmental agencies. We routinely assess the likelihood of any adverse
outcomes related to these matters on a case by case basis, as well as the potential ranges of losses and fees. We
establish accruals for our potential exposure, as appropriate, for significant claims against us when losses become
probable and reasonably estimable. Where we are able to reasonably estimate a range of potential losses relating to
significant matters, we record the amount within that range that constitutes our best estimate. We also disclose the
nature of and range of loss for claims against us when losses are reasonably possible and material. These accruals
and disclosures are determined based on the facts and circumstances related to the individual cases and require
estimates and judgments regarding the interpretation of facts and laws, as well as the effectiveness of strategies or
other factors beyond our control.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosures

None

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Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (the “Evaluation”) at a reasonable assurance level as of the last day of the period covered
by this report.

Based upon the Evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures are effective at the reasonable assurance level. Disclosure controls and procedures are
defined by Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act") as controls and other
procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the
SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange
Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosures.

It should be noted that the design of any system of controls is based in part upon certain assumptions about the
likelihood of future events and there can be no assurance that any design will succeed in achieving our stated goals
under all potential future conditions, regardless of how remote.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Our internal control system was designed to provide reasonable assurance to our management and Board of Directors
regarding the preparation and fair presentation of our published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and
presentation.

Our management assessed the effectiveness of our internal control over financial reporting as of January 29, 2022.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013 Framework). Based on this
assessment, our management has concluded that as of January 29, 2022, our internal control over financial reporting
was effective based on those criteria.

Ernst & Young LLP, an independent registered public accounting firm, has audited the Consolidated Financial
Statements included in this Annual Report on Form 10-K and, as part of its audit, has issued an attestation report,
included herein, on the effectiveness of our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during 2021 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Kohl’s Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Kohl’s Corporation’s internal control over financial reporting as of January 29, 2022, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Kohl’s Corporation (the Company)
maintained, in all material respects, effective internal control over financial reporting as of January 29, 2022, based
on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of January 29, 2022 and January 30, 2021,
and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for each of
the three years in the period ended January 29, 2022, and the related notes and our report dated March 17, 2022,
expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

/s/ Ernst & Young LLP

Milwaukee, Wisconsin
March 17, 2022

Item 9B. Other Information

None

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

For information with respect to our Directors, the Board of Directors’ committees and our written Code of Ethics, see
the applicable portions of the “Corporate Governance Matters” and “Proposal One: Election of Directors” sections of
the Definitive Proxy Statement for our 2022 Annual Meeting of Shareholders (“our 2022 Proxy”), which information is
incorporated herein by reference.

Any amendment to or waiver from the provisions of the Code of Ethics that is applicable to our Chief Executive Officer,
Chief Financial Officer, or other key finance associates will be disclosed on the “Corporate Governance” portion of
http://corporate.kohls.com. We intend to satisfy our disclosure requirements under item 5.05 of form 8-K regarding
any amendments or waivers by posting such information at this location or our website.

See also Item 4A, Information about our Executive Officers of Part 1.

Item 11. Executive Compensation

See the information provided in the applicable portions of the “Corporate Governance Matters”, “Proposal One:
Election of Directors”, "Compensation Committee Report", and "Compensation Discussion & Analysis" sections of
our 2022 Proxy, which information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

See the information provided in the “Security Ownership of Certain Beneficial Owners, Directors, and Management”
section of our 2022 Proxy, which information is incorporated herein by reference.

Table of Contents

The following table provides information with respect to shares of common stock that may be issued under our existing
equity compensation plans as of January 29, 2022:

Plan Category (Shares in Thousands)
Equity compensation plans approved by
security holders (1)
Equity compensation plans not approved by
security holders (2)
Total

(a)
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights

(b)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights

(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (excluding
securities reflected in
column (a))

1,449

1,747
3,196

$48.66

$69.68
$69.54

6,115

—
6,115

(1)

In addition to options, this amount includes 856,286 shares that may be issued upon the vesting of Performance Share Units ("PSUs") and 580,468 shares that
may be issued upon the vesting of Restricted Stock Units ("RSUs") granted under the 2017 Long-Term Compensation Plan. PSUs and RSUs do not have an
exercise price and therefore have been excluded from the weighted average exercise price calculation in column (b).

(2) Consists of warrants issued in April 2019.

Item 13. Certain Relationships and Related Transactions, and Director Independence

See the information provided in the “Director Independence” and “Related Person Transactions” sections of our 2022
Proxy, which information is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

See the information provided in the “Fees Paid to Ernst & Young” section of our 2022 Proxy, which information is
incorporated herein by reference.

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PART IV
Item 15. Exhibits and Financial Statement Schedules

Documents filed as part of this report

1. Consolidated Financial Statements:

See Index to Consolidated Financial Statements, the Report of Independent Registered Public Accounting
Firm, and the Consolidated Financial Statements, in Part II, Item 8 of this Form 10-K.

2. Financial Statement Schedule:

All schedules have been omitted as they are not applicable.

3. Exhibits:

Exhibit
3.1

3.2

3.3

4.1

Amended and Restated Articles of Incorporation of the
Company

Description

Articles of Amendment Relating to Series A Junior
Participating Preferred Stock of Kohl’s Corporation, filed with
the Wisconsin Department of Financial Institutions on
February 3, 2022
Amended and Restated Bylaws

Certain other long-term debt is described in Note 2 of the
Notes to Consolidated Financial Statements. The Company
agrees to furnish to the Commission, upon request, copies of
any instruments defining the rights of holders of any such
long-term debt described in Note 2 and not filed herewith.

4.2 Warrant to Purchase Common Stock

4.3

Description of registrant's securities

4.4

10.1

10.2

10.3

10.4

Rights Agreement, dated as of February 3, 2022, between
Kohl’s Corporation and Equiniti Trust Company, which
includes the Form of Articles of Amendment Relating to Series
A Junior Participating Preferred Stock as Exhibit A, the Form
of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Stock as Exhibit C
Private Label Credit Card Program Agreement dated as of
August 11, 2010 by and between Kohl’s Department Stores,
Inc. and Capital One, National Association
Amendment to Private Label Credit Card Program Agreement
dated as of May 13, 2014 by and between Kohl's Department
Stores, Inc. and Capital One, National Association
Amended and Restated Executive Deferred Compensation
Plan*

Kohl’s Corporation 2005 Deferred Compensation Plan, as
amended and restated effective January 1, 2005*

Document if Incorporated by Reference
Exhibit 3.1 of the Company’s Current
Report on Form 8-K filed on May 16,
2011
Exhibit 3.1 of the Company’s Current
Report on Form 8-K dated February 4,
2022

Exhibit 3.1 of the Company’s Current
Report on Form 8-K dated August 10,
2021

Exhibit 4.1 of the Company's Current
Report on Form 8-K filed on April 23,
2019
Exhibit 4.4 to the Company’s Annual
Report on Form 10-K for the year ended
February 1, 2020
Exhibit 4.1 to Company’s Current Report
on Form 8-K filed on February 4, 2022

Exhibit 10.1 of the Company’s Quarterly
Report on Form 10-Q for the fiscal
quarter ended July 31, 2010
Exhibit 10.2 of the Company's Quarterly
Report on Form 10-Q for the fiscal
quarter ended May 3, 2014
Exhibit 10.1 of the Company’s Annual
Report on Form 10-K for the fiscal year
ended February 1, 2003
Exhibit 10.4 of the Company’s Annual
Report on Form 10-K for the fiscal year
ended January 28, 2006

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Exhibit
10.5

Description
Summary of Executive Medical Plan*

10.6

Summary of Executive Life and Accidental Death and
Dismemberment Plans*

10.7

Kohl’s Corporation Annual Incentive Plan*

10.8

1997 Stock Option Plan for Outside Directors*

Document if Incorporated by Reference
Exhibit 10.6 of the Company’s Annual
Report on Form 10-K for the fiscal year
ended January 29, 2005
Exhibit 10.7 of the Company’s Annual
Report on Form 10-K for the fiscal year
ended January 29, 2005
Annex B to the Proxy Statement on
Schedule 14A filed on March 24, 2016 in
connection with the Company’s 2016
Annual Meeting of Shareholders
Exhibit 4.4 of the Company's registration
statements on Form S-8 (File No. 333-
26409), filed on May 2, 1997

10.9

Amended and Restated 2003 Long-Term Compensation Plan* Exhibit 10.1 of the Company's Quarterly

10.10 Kohl’s Corporation 2010 Long-Term Compensation Plan*

10.11 Form of Executive Restricted Stock Agreement pursuant to
the Kohl’s Corporation 2010 Long Term Compensation Plan
(4-year vesting)*

10.12 Form of Outside Director Restricted Stock Agreement

pursuant to the Kohl's Corporation 2017 Long Term
Compensation Plan*

10.13 Kohl's Corporation 2017 Long-Term Compensation Plan*

10.14 Form of Executive Restricted Stock Agreement pursuant to

the Kohl's Corporation 2017 Long-Term Compensation Plan*

10.15 Form of Executive Performance Share Unit Agreement

pursuant to the Kohl's Corporation 2017 Long-Term
Compensation Plan*

10.16 Non-Employee Director Compensation Program*
10.17 Amended and Restated Employment Agreement between
Kohl’s Department Stores, Inc. and Kohl’s Corporation and
Michelle Gass effective as of September 25, 2017*
10.18 Employment Agreement between Kohl's Department Stores,

Inc. and Kohl's Corporation and Doug Howe effective as of
May 14, 2018*

10.19 Employment Agreement between Kohl's Department Stores,
Inc. and Kohl's Corporation and Greg Revelle effective as of
April 9, 2018*

10.20 Executive Compensation Agreement between Kohl's

Department Stores, Inc. and Marc Chini dated as of August
30, 2019*

10.21 Executive Compensation Agreement between Kohl's

Department Stores, Inc. and Paul Gaffney dated as of
September 16 , 2019*

10.22 Amended and Restated Executive Compensation Agreement
between Kohl's Department Stores, Inc. and Jill Timm dated
November 1, 2019*

Report on Form 10-Q for the fiscal
quarter ended August 2, 2008
Annex A to the Proxy Statement on
Schedule 14A filed on March 24, 2016 in
connection with the Company’s 2016
Annual Meeting
Exhibit 99.2 of the Company’s Current
Report on Form 8-K filed on January 15,
2014
Exhibit 10.12 to the Company’s Annual
Report on Form 10-K for the year ended
January 30, 2021
Annex A to the Proxy Statement on
Schedule 14A filed on March 13, 2017 in
connection with the company's 2017
Annual Meeting
Exhibit 10.2 of the Company's Quarterly
Report on Form 10-Q for the fiscal
quarter ended July 29, 2017
Exhibit 10.1 of the Company's Quarterly
Report on Form 10-Q for the fiscal
quarter ended July 29, 2017

Exhibit 10.1 of the Company's Current
Report on Form 8-K filed on September
29, 2017
Exhibit 10.21 of the Company’s Annual
Report on Form 10-K for the fiscal year
ended February 1, 2020
Exhibit 10.22 of the Company’s Annual
Report on Form 10-K for the fiscal year
ended February 1, 2020
Exhibit 10.23 of the Company’s Annual
Report on Form 10-K for the fiscal year
ended February 1, 2020
Exhibit 10.24 of the Company’s Annual
Report on Form 10-K for the fiscal year
ended February 1, 2020
Exhibit 10.25 of the Company’s Annual
Report on Form 10-K for the fiscal year
ended February 1, 2020

Document if Incorporated by Reference
Exhibit 10.25 to the Company’s Annual
Report on Form 10-K for the year ended
January 30, 2021
Exhibit 10.1 on the Company’s Quarterly
Report on Form 10-Q for the fiscal
quarter ended June 3, 2021

Exhibit 10.1 of the Company’s Quarterly
Report on Form 10-Q for the fiscal
quarter ended October 30, 2021

Exhibit 10.2 of the Company’s Quarterly
Report on Form 10-Q for the fiscal
quarter ended May 1, 2021
Exhibit 10.3 of the Company’s Quarterly
Report on Form 10-Q for the fiscal
quarter ended May 1, 2021
Exhibit 10.4 of the Company’s Quarterly
Report on Form 10-Q for the fiscal
quarter ended May 1, 2021

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Exhibit
10.23 Amended and Restated Executive Compensation Agreement

Description

between Kohl's, Inc. and Jason Kelroy dated August 16,
2020*

10.24 Settlement Agreement, dated as of April 13, 2021, by and

among Kohl’s Corporation, Macellum Badger Fund, LP and
the other persons and entities listed on Schedule A thereto
Legion Partners Holdings, LLC and the other persons and
entities listed on Schedule B thereto, 4010 Partners, LP and
the other persons and entities listed on Schedule C thereto,
and Ancora Advisors, LLC and the other persons and entities
listed on Schedule D thereto

10.25 Credit Agreement dated as of October 22, 2021 by and

among the Company, the various lenders party thereto, Wells
Fargo Bank, National Association, as Administrative Agent, a
Swing Line Lender and an Issuing Bank, Bank of America,
N.A., JPMorgan Chase Bank

10.26 Form of Restricted Stock Unit Agreement for persons party to

an Employment Agreement

10.27 Form of Restricted Stock Unit Agreement for persons party to

an Executive Compensation Agreement

10.28 Form of Performance Stock Unit Agreement

Subsidiaries of the Registrant

21.1
23.1 Consent of Ernst & Young LLP
31.1 Certification of the Chief Executive Officer pursuant to Section

302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the Chief Financial Officer pursuant to Section

302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of the Chief Executive Officer pursuant to 18

U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.

32.2 Certification of the Chief Financial Officer pursuant to 18

U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB Inline XBRL Taxonomy Extension Label Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase

104

Cover Page Interactive Data File (formatted as inline XBRL
and contained in Exhibits 101)

*A management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

Not applicable.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Kohl’s Corporation

By: /s/ Michelle Gass
Michelle Gass
Chief Executive Officer and Director
(Principal Executive Officer)

/s/ Jill Timm
Jill Timm
Senior Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)

Dated: March 17, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the date indicated above:

/s/ Frank V. Sica
Frank V. Sica
Chairman

/s/ Michael Bender
Michael Bender
Director

/s/ Peter Boneparth
Peter Boneparth
Director

/s/ Yael Cosset
Yael Cosset
Director

/s/ Christine Day
Christine Day
Director

/s/ H. Charles Floyd
H. Charles Floyd
Director

/s/ Michelle Gass
Michelle Gass
Chief Executive Officer
Director (Principal Executive Officer)

/s/ Margaret Jenkins
Margaret Jenkins
Director

/s/ Thomas Kingsbury
Thomas Kingsbury
Director

/s/ Robbin Mitchell
Robbin Mitchell
Director

/s/ Jonas Prising
Jonas Prising
Director

/s/ John E. Schlifske
John E. Schlifske
Director

/s/ Adrianne Shapira
Adrianne Shapira
Director

/s/ Stephanie A. Streeter
Stephanie A. Streeter
Director