UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On November 25, 2025, Kohl’s Corporation (the “Company”) issued a press release reporting its earnings for the quarter ended November 1, 2025 and updating earnings guidance for fiscal 2025. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein. A copy of the presentation materials for the November 25, 2025 quarterly earnings conference call is attached as Exhibit 99.2 and incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
See Item 2.02.
The information in Items 2.02 and 7.01, including the exhibits attached hereto, is furnished solely pursuant to Items 2.02 and 7.01 of Form 8-K. Consequently, such information is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information in Items 2.02 and 7.01, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.
| Item 8.01 | Other Events. |
As previously announced, on November 12, 2025, the Board of Directors of the Company declared a quarterly cash dividend of $0.125 per share. The dividend will be paid on December 24, 2025, to all shareholders of record at the close of business on December 10, 2025.
Cautionary Statement Regarding Forward-Looking Information and Non-GAAP Measures
This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “could,” “intends,” “anticipates,” “estimates,” “plans,” or similar expressions to identify forward-looking statements. Forward-looking statements include, but are not limited to, the information under “2025 Financial and Capital Allocation Outlook,” “2025 Outlook,” comments about Kohl’s adequacy of capital resources, statements regarding our 2025 areas of focus and future initiatives, and statements regarding the impact of macroeconomic events and our response to such events, including tariffs. Such statements are based on current assumptions, expectations, and beliefs and are subject to certain risks and uncertainties, which could cause the Company’s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks described more fully in Item 1A in the Company’s Annual Report on Form 10-K and Item 1A of Part II of the Company’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2025, which are expressly incorporated herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC. Forward-looking statements relate to the date initially made, and the Company undertakes no obligation to update them.
The attached press release and presentation materials contain certain financial measures that are not prepared in accordance with generally accepted accounting principles (GAAP), including adjusted operating income, adjusted net income, adjusted diluted earnings per share, adjusted EBITDA, adjusted EBITDAR, our leverage ratio (expressed as net debt + leases / EBITDAR), free cash flow, and adjusted free cash flow. These non-GAAP financial measures are provided as additional insight into our operational performance and do not purport to be substitutes for, or superior to, operating income, net income, diluted earnings per share, total debt and lease liabilities as reported on the balance sheet, or operating cash flow as measures of operating performance or liquidity. We believe these adjusted measures are useful, as they are more representative of our core business, enhance comparability across reporting periods and to industry peers, and align with the measures used by management to evaluate the Company’s performance. We caution investors that non-GAAP measures should not be viewed in isolation and should be evaluated in addition to, and not as an alternative for, our results reported in accordance with GAAP. Because companies may use different calculation methods, these measures may not be comparable to other similarly titled measures reported by other companies. A reconciliation of each referenced non-GAAP measure to the most directly comparable GAAP measure is included in the press release and presentation materials attached hereto as Exhibit 99.1 and Exhibit 99.2 respectively.
The Company provides adjusted operating margin and adjusted diluted earnings per share on a non-GAAP basis and does not provide a reconciliation of the Company’s forward looking guidance to the most directly comparable GAAP financial measures because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release dated November 25, 2025 | |
| 99.2 | Presentation Materials for November 25, 2025 Quarterly Earnings Conference Call | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KOHL’S CORPORATION | ||||||
| Date: November 25, 2025 | By: | /s/ Jennifer Kent | ||||
| Jennifer Kent Senior Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||
Exhibit 99.1
Kohl’s Reports Third Quarter Fiscal 2025 Financial Results
MENOMONEE FALLS, Wis.—(BUSINESS WIRE)—November 25, 2025—Kohl’s Corporation [NYSE:KSS] (“Kohl’s” or the “Company”) today reported results for the third quarter ended November 1, 2025.
| • | Net sales decreased 2.8% and comparable sales decreased 1.7% |
| • | Gross margin increased 51 basis points |
| • | Diluted earnings per share (“EPS”) of $0.07 and adjusted diluted EPS of $0.10 (a) |
| • | Raises full year 2025 financial outlook |
| • | Kohl’s Board of Directors appoints Michael J. Bender as CEO |
Michael J. Bender, Kohl’s Chief Executive Officer, said, “We are pleased with Kohl’s third quarter results, marking a third consecutive quarter of delivering top-line and bottom-line performance ahead of our expectations. These results are a direct reflection of the progress we are making against our 2025 initiatives, reinforcing our confidence as we continue to move in the right direction. We are focused on building on this momentum, as we remain committed to delivering quality products, great value, and a frictionless experience to our customers in an uncertain macroeconomic environment.”
“I am very proud of the work our team has accomplished to date, as we continue to operate our company with strong discipline, deliver solid cash flow generation, and maintain a healthy balance sheet. This will serve as a strong foundation as we reposition Kohl’s for future growth,” Bender continued.
CEO Announcement
As announced on November 24, 2025, Kohl’s Board of Directors (the “Board”) appointed Michael Bender as CEO of Kohl’s effective immediately. Mr. Bender has been serving as interim CEO since May 1, 2025 and a board member since 2019.
Third Quarter 2025 Results
Comparisons refer to the 13-week period ended November 1, 2025 versus the 13-week period ended November 2, 2024
| • | Net sales decreased 2.8% year-over-year, to $3.4 billion, with comparable sales down 1.7%. |
| • | Gross margin as a percentage of net sales was 39.6%, an increase of 51 basis points. |
| • | Selling, general & administrative (SG&A) expenses decreased 2.1% year-over-year, to $1.3 billion. As a percentage of total revenue, SG&A expenses were 35.3%, an increase of 55 basis points year-over-year. |
| • | Operating income was $73 million compared to $98 million in the prior year. As a percentage of total revenue, operating income was 2.1%, a decrease of 61 basis points year-over-year. Adjusted operating income was $77 million compared to $98 million in the prior year. As a percentage of total revenue, adjusted operating income was 2.2%. (a) |
| • | Net income was $8 million, or $0.07 per diluted share, and adjusted net income was $11 million, or $0.10 per adjusted diluted share. This compares to net income of $22 million, or $0.20 per diluted share, in the prior year. (a) |
| • | Inventory was $3.9 billion, a decrease of 5% year-over-year. |
| • | Cash flow provided by operating activities was $124 million compared to a use of $195 million in the prior year. |
| • | Borrowings under revolving credit facility were $45 million, a decrease of $704 million year-over-year. |
Nine Months Fiscal Year 2025 Results
Comparisons refer to the 39-week period ended November 1, 2025 versus the 39-week period ended November 2, 2024
| • | Net sales decreased 4.0% year-over-year, to $9.8 billion, with comparable sales down 3.2%. |
| • | Gross margin as a percentage of net sales was 39.8%, an increase of 39 basis points. |
| • | Selling, general & administrative (SG&A) expenses decreased 3.8% year-over-year, to $3.6 billion. As a percentage of total revenue, SG&A expenses were 35.0%, an increase of 20 basis points year-over-year. |
| • | Gain on legal settlement was $129 million from a credit card interchange fee lawsuit settlement. |
| • | Operating income was $412 million compared to $307 million in the prior year. As a percentage of total revenue, operating income was 4.0%, an increase of 114 basis points year-over-year. Adjusted operating income was $298 million compared to $307 million in the prior year. As a percentage of total revenue, adjusted operating income was 2.9%. (a) |
| • | Net income was $147 million, or $1.30 per diluted share, and adjusted net income was $61 million, or $0.54 per adjusted diluted share. This compares to net income of $61 million, or $0.55 per diluted share, in the prior year. (a) |
| (a) | Non-GAAP financial measures: Please see the “RECONCILIATION OF NON-GAAP FINANCIAL MEASURES” for a reconciliation of adjusted operating income to operating income, adjusted net income to net income, and adjusted diluted earnings per share to diluted earnings per share. |
| • | Cash flow provided by operating activities was $630 million compared to $52 million in the prior year. |
| • | Current portion of long-term debt was reduced by $353 million through repayment of the 4.25% notes due July 2025 at maturity. |
| • | Long-term debt increased $348 million due to issuance of $360 million of 10.000% senior secured notes due 2030. |
2025 Financial and Capital Allocation Outlook
For the full year 2025, the Company currently expects the following:
| • | Net sales: A decrease of (3.5%) to (4%) |
| • | Comparable sales: A decrease of (2.5%) to (3%) |
| • | Adjusted operating margin: In the range of 3.1% to 3.2% (b) |
| • | Adjusted diluted EPS: In the range of $1.25 to $1.45 (b) |
| • | Capital Expenditures: Approximately $400 million |
| • | Dividend: On November 12, 2025, Kohl’s Board of Directors declared a quarterly cash dividend on the Company’s common stock of $0.125 per share. The dividend is payable December 24, 2025 to shareholders of record at the close of business on December 10, 2025. |
| (b) | Non-GAAP financial measures: The Company provides adjusted operating margin and adjusted diluted earnings per share on a non-GAAP basis and does not provide a reconciliation of the Company’s forward looking guidance to the most directly comparable GAAP financial measures because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. |
Third Quarter 2025 Earnings Conference Call
Kohl’s will host its quarterly earnings conference call at 9:00 am ET on November 25, 2025. A webcast of the conference call and the related presentation materials will be available via the Company’s web site at investors.kohls.com, both live and after the call.
Cautionary Statement Regarding Forward-Looking Information and Non-GAAP Measures
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Forward-looking statements include, but are not limited to, the information under “2025 Financial and Capital Allocation Outlook.” Such statements are subject to certain risks and uncertainties, which could cause the Company’s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks described more fully in Item 1A in the Company’s Annual Report on Form 10-K and Item 1A of Part II of the Company’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2025, which are expressly incorporated herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC. Forward-looking statements relate to the date initially made, and the Company undertakes no obligation to update them.
This press release contains certain financial measures that are not prepared in accordance with generally accepted accounting principles (GAAP), including adjusted operating income, adjusted net income and adjusted diluted earnings per share. These non-GAAP financial measures are provided as additional insight into our operational performance and do not purport to be substitutes for, or superior to, operating income, net income, or diluted earnings per share as a measure of operating performance. We believe these adjusted measures are useful, as they are more representative of our core business, enhance comparability across reporting periods and to industry peers, and align with the measures used by management to evaluate the Company’s performance. We caution investors that non-GAAP measures should not be viewed in isolation and should be evaluated in addition to, and not as an alternative for, our results reported in accordance with GAAP. Because companies may use different calculation methods, these measures may not be comparable to other similarly titled measures reported by other companies. A reconciliation of each non-GAAP measure to the most directly comparable GAAP measure is included in this release.
About Kohl’s
Kohl’s (NYSE: KSS) is a leading omnichannel retailer built on a foundation that combines great brands, incredible value and convenience for our customers. Kohl’s is uniquely positioned to deliver against its long-term strategy and its purpose to take care of families’ realest moments. Kohl’s serves millions of families in its more than 1,100 stores in 49 states, online at Kohls.com, and through the Kohl’s App. With a large national footprint, Kohl’s is committed to making a positive impact in the communities it serves. For a list of store locations or to shop online, visit Kohls.com. For more information about Kohl’s impact in the community or how to join our winning team, visit Corporate.Kohls.com.
Contacts
Investor Relations:
Trevor Novotny, (262) 703-1617, trevor.novotny@kohls.com
Media:
Jen Johnson, (262) 703-5241, jen.johnson@kohls.com
KOHL’S CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| (Dollars in Millions, Except per Share Data) |
November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | ||||||||||||
| Net sales |
$ | 3,407 | $ | 3,507 | $ | 9,803 | $ | 10,210 | ||||||||
| Other revenue |
168 | 203 | 551 | 614 | ||||||||||||
|
|
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|
|
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|
|||||||||
| Total revenue |
3,575 | 3,710 | 10,354 | 10,824 | ||||||||||||
| Cost of merchandise sold |
2,059 | 2,137 | 5,904 | 6,188 | ||||||||||||
| Gross margin rate |
39.6 | % | 39.1 | % | 39.8 | % | 39.4 | % | ||||||||
| Operating expenses: |
||||||||||||||||
| Selling, general, and administrative |
1,263 | 1,291 | 3,626 | 3,769 | ||||||||||||
| As a percent of total revenue |
35.3 | % | 34.8 | % | 35.0 | % | 34.8 | % | ||||||||
| Depreciation and amortization |
176 | 184 | 526 | 560 | ||||||||||||
| Impairments, store closing, and other costs |
4 | — | 15 | — | ||||||||||||
| (Gain) on legal settlement |
— | — | (129 | ) | — | |||||||||||
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| Operating income |
73 | 98 | 412 | 307 | ||||||||||||
| Interest expense, net |
75 | 76 | 229 | 245 | ||||||||||||
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| (Loss) income before income taxes |
(2 | ) | 22 | 183 | 62 | |||||||||||
| (Benefit) provision for income taxes |
(10 | ) | — | 36 | 1 | |||||||||||
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| Net income |
$ | 8 | $ | 22 | $ | 147 | $ | 61 | ||||||||
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| Average number of shares: |
||||||||||||||||
| Basic |
112 | 111 | 112 | 111 | ||||||||||||
| Diluted |
115 | 112 | 114 | 112 | ||||||||||||
| Earnings per share: |
||||||||||||||||
| Basic |
$ | 0.08 | $ | 0.20 | $ | 1.32 | $ | 0.55 | ||||||||
| Diluted |
$ | 0.07 | $ | 0.20 | $ | 1.30 | $ | 0.55 | ||||||||
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
| (Dollars in Millions, Except per Share Data) |
Operating Income | Net Income | Diluted Earnings per Share |
|||||||||
| Three Months Ended November 1, 2025 |
||||||||||||
| GAAP |
$ | 73 | $ | 8 | $ | 0.07 | ||||||
| Impairments, store closing, and other costs |
4 | 4 | 0.04 | |||||||||
| (Gain) on legal settlement |
— | — | — | |||||||||
| Income tax impact of items noted above |
— | (1 | ) | (0.01 | ) | |||||||
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| Adjusted (non-GAAP) |
$ | 77 | $ | 11 | $ | 0.10 | ||||||
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| Three Months Ended November 2, 2024 |
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| GAAP |
$ | 98 | $ | 22 | $ | 0.20 | ||||||
| Impairments, store closing, and other costs |
— | — | — | |||||||||
| (Gain) on legal settlement |
— | — | — | |||||||||
| Income tax impact of items noted above |
— | — | — | |||||||||
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| Adjusted (non-GAAP) |
$ | 98 | $ | 22 | $ | 0.20 | ||||||
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| Nine Months Ended November 1, 2025 |
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| GAAP |
$ | 412 | $ | 147 | $ | 1.30 | ||||||
| Impairments, store closing, and other costs |
15 | 15 | 0.14 | |||||||||
| (Gain) on legal settlement |
(129 | ) | (129 | ) | (1.14 | ) | ||||||
| Income tax impact of items noted above |
— | 28 | 0.24 | |||||||||
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| Adjusted (non-GAAP) |
$ | 298 | $ | 61 | $ | 0.54 | ||||||
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| Nine Months Ended November 2, 2024 |
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| GAAP |
$ | 307 | $ | 61 | $ | 0.55 | ||||||
| Impairments, store closing, and other costs |
— | — | — | |||||||||
| (Gain) on legal settlement |
— | — | — | |||||||||
| Income tax impact of items noted above |
— | — | — | |||||||||
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| Adjusted (non-GAAP) |
$ | 307 | $ | 61 | $ | 0.55 | ||||||
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KOHL’S CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (Dollars in Millions) |
November 1, 2025 | November 2, 2024 | ||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 144 | $ | 174 | ||||
| Merchandise inventories |
3,895 | 4,099 | ||||||
| Other |
269 | 344 | ||||||
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| Total current assets |
4,308 | 4,617 | ||||||
| Property and equipment, net |
7,028 | 7,472 | ||||||
| Operating leases |
2,354 | 2,500 | ||||||
| Other assets |
454 | 465 | ||||||
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| Total assets |
$ | 14,144 | $ | 15,054 | ||||
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| Liabilities and Shareholders’ Equity |
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| Current liabilities: |
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| Accounts payable |
$ | 1,842 | $ | 1,873 | ||||
| Accrued liabilities |
1,240 | 1,245 | ||||||
| Borrowings under revolving credit facility |
45 | 749 | ||||||
| Current portion of: |
||||||||
| Long-term debt |
— | 353 | ||||||
| Finance leases and financing obligations |
85 | 80 | ||||||
| Operating leases |
95 | 93 | ||||||
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| Total current liabilities |
3,307 | 4,393 | ||||||
| Long-term debt |
1,522 | 1,174 | ||||||
| Finance leases and financing obligations |
2,388 | 2,533 | ||||||
| Operating leases |
2,667 | 2,799 | ||||||
| Deferred income taxes |
76 | 78 | ||||||
| Other long-term liabilities |
254 | 273 | ||||||
| Shareholders’ equity: |
3,930 | 3,804 | ||||||
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| Total liabilities and shareholders’ equity |
$ | 14,144 | $ | 15,054 | ||||
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KOHL’S CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended | ||||||||
| (Dollars in Millions) |
November 1, 2025 | November 2, 2024 | ||||||
| Operating activities |
||||||||
| Net income |
$ | 147 | $ | 61 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
526 | 560 | ||||||
| Share-based compensation |
26 | 25 | ||||||
| Deferred income taxes |
50 | (33 | ) | |||||
| Impairments, store closing, and other costs |
11 | — | ||||||
| Non-cash lease expense |
65 | 67 | ||||||
| Other non-cash items |
3 | 2 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Merchandise inventories |
(948 | ) | (1,216 | ) | ||||
| Other current and long-term assets |
48 | (75 | ) | |||||
| Accounts payable |
800 | 739 | ||||||
| Accrued and other long-term liabilities |
(26 | ) | (2 | ) | ||||
| Operating lease liabilities |
(72 | ) | (76 | ) | ||||
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| Net cash provided by operating activities |
630 | 52 | ||||||
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| Investing activities |
||||||||
| Acquisition of property and equipment |
(308 | ) | (367 | ) | ||||
| Proceeds from sale of real estate |
37 | 2 | ||||||
| Other |
2 | 2 | ||||||
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|||||
| Net cash used in investing activities |
(269 | ) | (363 | ) | ||||
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| Financing activities |
||||||||
| Proceeds from issuance of debt, net of discount |
357 | — | ||||||
| Deferred financing costs |
(11 | ) | — | |||||
| Net (repayments) borrowings under revolving credit facility |
(245 | ) | 657 | |||||
| Shares withheld for taxes on vested restricted shares |
(5 | ) | (10 | ) | ||||
| Dividends paid |
(42 | ) | (166 | ) | ||||
| Repayment of long-term borrowings |
(353 | ) | (113 | ) | ||||
| Premium paid on redemption of debt |
— | (5 | ) | |||||
| Finance lease and financing obligation payments |
(62 | ) | (62 | ) | ||||
| Proceeds from financing obligations |
10 | 1 | ||||||
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| Net cash (used in) provided by financing activities |
(351 | ) | 302 | |||||
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|||||
| Net increase (decrease) in cash and cash equivalents |
10 | (9 | ) | |||||
| Cash and cash equivalents at beginning of period |
134 | 183 | ||||||
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| Cash and cash equivalents at end of period |
$ | 144 | $ | 174 | ||||
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Exhibit 99.2 Q3 Results Presentation November 25, 2025 1
Cautionary Statement Regarding Forward-Looking Information This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Forward-looking statements include, but are not limited to, the information under 2025 Outlook, comments about Kohl's adequacy of capital resources, statements regarding our 2025 areas of focus and future initiatives, and statements regarding the impact of macroeconomic events and our response to such events, including tariffs. Such statements are subject to certain risks and uncertainties, which could cause the Company's actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks described more fully in Item 1A in the Company’s Annual Report on Form 10-K and Item 1A of Part II of the Company’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2025, which are expressly incorporated herein by reference and other factors as may periodically be described in the Company’s filings with the SEC. Forward- looking statements relate to the date initially made, and Kohl’s undertakes no obligation to update them. Non-GAAP Financial Measures This presentation contains certain financial measures that are not prepared in accordance with generally accepted accounting principles (GAAP), including adjusted operating income, adjusted net income, adjusted diluted earnings per share, adjusted EBITDA, adjusted EBITDAR, our leverage ratio (expressed as net debt + leases / EBITDAR), free cash flow, and adjusted free cash flow. These non-GAAP financial measures are provided as additional insight into our operational performance and do not purport to be substitutes for, or superior to, operating income, net income, diluted earnings per share, total debt and lease liabilities as reported on the balance sheet, or operating cash flow as measures of operating performance or liquidity. We believe these adjusted measures are useful, as they are more representative of our core business, enhance comparability across reporting periods and to industry peers, and align with the measures used by management to evaluate the Company’s performance. We caution investors that non-GAAP measures should not be viewed in isolation and should be evaluated in addition to, and not as an alternative for, our results reported in accordance with GAAP. Because companies may use different calculation methods, these measures may not be comparable to other similarly titled measures reported by other companies. A reconciliation of each non-GAAP measure to the most directly comparable GAAP measure is included in this presentation. 2
Table of Contents 2025 Areas of Focus 6 Q3 2025 Results 10 2025 Outlook 15 3
“We are pleased with Kohl’s third quarter results, marking a third consecutive quarter of delivering top-line and bottom-line performance ahead of our expectations. These results are a direct reflection of the progress we are making against our 2025 initiatives, reinforcing our confidence as we continue to move in the right direction. We are focused on building on this momentum, as we remain committed to delivering quality products, great value, and a frictionless experience to our customers in an uncertain macroeconomic environment. I am very proud of the work our team has accomplished to date, as we continue to operate our company with strong discipline, deliver solid cash flow generation, and maintain a healthy balance sheet. This will serve as a strong foundation as we reposition Kohl’s for future growth.” CHIEF EXECUTIVE OFFICER 4
Kohl's is building on a solid foundation Convenient Nationwide Great Product from Top Brands Omni-Channel Reach 1,153 Stores Largest department store 80% (1) chain in America of Americans live within 15 miles of a Kohl’s store 20M+ Delivering Great Value Active App Users 1,100+ (1) Sephora @ Kohl’s 60M+ 30M+ Customers Loyalty 28% Members Digital Penetration (1) Based on number of locations as of Q3 2025 All figures as of 2024 unless otherwise noted. 5
2025 AREAS OF FOCUS 6
Offer a Curated, More Balanced Assortment That Fulfills Needs Across All Customers Rebalance our assortment to provide improved brand clarity and purpose • Delivered positive growth in our Juniors and Petites categories, both essential components of our Women’s business, through investments made in key proprietary brands like Lauren Conrad, Simply Vera Vera Wang, and So.. • Improved clarity, reduced choice counts, and leaned into proprietary brands like FLX, Tek Gear, and Apt. 9 in our Men’s business, which helped improve overall Men’s performance Build on Success of Key Growth Initiatives • Completed our impulse queueing line rollout to over 600 stores in September, delivering over 40% sales growth in Q3 and offering a presence in nearly all stores • Launching MAC in over 850 of our Sephora stores in Spring of 2026 as the business continues to offer discovery, innovation, and newness to customers 7
Reestablish Kohl’s as a Leader in Value and Quality Elevating our Proprietary Brands • Proprietary brands are essential to the value Kohl’s offers, delivering exceptional quality and relevance our customers expect • Proprietary brands grew +1% in Q3 • Building on the success of established brands like FLX, which we introduced to our Kid's business, both online and in 300 stores, this September, with plans to expand more next year Enhancing our Promotional Strategy • Simplified our coupon-led promotional strategy by introducing two waves of brand inclusions earlier this year • Continue to see a positive impact to our Digital Channel, as this channel experiences elevated pricing transparency • Testing ways to increase customer awareness of the value we offer in stores through signage and graphics 8
Enhance our Omni-Channel Platform to Deliver a Frictionless Experience Optimizing Our Store Layout • Juniors and Accessories continue to benefit from their proximity to Sephora shops. Both categories delivered positive sales growth in Q3, capitalizing on cross-shopping from the Sephora customers. • Seeking additional opportunities to capture incremental sales and drive increased engagement through product flows and adjacency analyses Restoring Trip Assurance • Exited underperforming styles in Women’s and Intimates and reinvested in inventory of key sizes, which helped drive improved sales performance in both categories • Focused on enhancing inventory allocation to drive improved clarity and consistency within all lines of business Increasing Our Inspiration in Stores and Online • Elevate customer inspiration by adding brand support, in-store marketing, and visual presentation 9
Q3 2025 RESULTS 10
Q3 2025 Summary Key Takeaways • Q3 Net Sales declined (2.8%) versus Q3 2024 and Comparable Sales decreased (1.7%) • Gross Margin increased 51 bps to last year driven by greater penetration of proprietary brands, category mix benefits, and strong inventory management • SG&A expense declined (2.1%) to last year from tightly managed expenses in stores, marketing, and fulfillment. Additional benefit from credit revenue expense shifting into Other Revenue. • Adjusted Operating Income of $77 million and Adjusted Net Income of $11 million or $0.10 of Adjusted Earnings Per Diluted 1 Share 11 (1) Adjusted Operating Income, Adjusted Net Income, and Adjusted Diluted EPS are non-GAAP financial measures. Reconciliations for these measures can be found in the Appendix. 11
(2.1%) Q3 2025 Gross Margin & SG&A Expense Performance Gross Margin SG&A Expense Deleveraged (55 bps) vs Q3 2024 Increased 51 bps vs Q3 2024 $1,291M 39.6% 39.1% $1,263M % Total 34.8% 35.3% Revenue Q3 2024 Q3 2025 Q3 2024 Q3 2025 Q3 2025 Gross Margin Takeaways Q3 2025 SG&A Takeaways • Category mix benefit • Lower spending in stores, marketing, and fulfillment • Increased proprietary brand penetration • Shift from Credit Expense to Other Revenue • Strong inventory management 12
Adjusted Leverage Kohl’s reset leases on the balance sheet following the investment to roll out Sephora to all of our Stores (1) Net Debt + Leases to EBITDAR Leverage Rolling 12 months as of Q3 2025 • Current Balance Sheet / Lease Accounting is inflating our (Dollars in Millions) Unadjusted Adjusted Leverage Ratio (1) Adjusted EBITDA $ 1,209 $ 1,209 Rent Expense 271 271 Adjusted EBITDAR 1,480 1,480 • The balance sheet lease liability of $5.2B currently reflects the lease Current portion of long-term Debt 0 0 periods probable to be exercised, Borrowings under revolving credit facility 45 45 which averages 18 years Long-term Debt 1,522 1,522 Debt 1,567 1,567 • The lease payments for periods Less: Cash & Cash Equivalents (144) (144) actually exercised, is $2.4B, which Net Debt 1,423 1,423 averages 4 years Net Debt / EBITDA Leverage 1.2x 1.2x Contractually obligated payments for Finance & Financing Obligation Leases Current and long-term Fin Leases & Fin Obs 2,473 1,214 • When adjusting for the actual lease Contractually obligated payments for Current and long-term Operating Leases 2,762 1,176 Operating Leases periods exercised Kohl's Leverage Net Debt + Leases $ 6,658 $ 3,813 Ratio is reduced to 2.6x, down from the Unadjusted Ratio of 4.5x Net Debt + Leases / EBITDAR Leverage 4.5x 2.6x 13 (1) Adjusted EBITDA, Adjusted EBITDAR, and our Leverage Ratio (expressed as Net Debt + Leases / EBITDAR) are non-GAAP financial measures of liquidity. Refer to the Appendix for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.
Three Months Ended Consolidated Statement of Operations (Dollars in Millions) November 1, 2025 November 2, 2024 Net Sales $ 3,407 $ 3,507 Total Revenue 3,575 3,710 Gross Margin Rate 39.6% 39.1% SG&A 1,263 1,291 Depreciation 176 184 1 Adjusted Operating Income (Non-GAAP) 77 98 Interest Expense, net 75 76 (Benefit) for Income Taxes (9) 0 1 Adjusted Net Income (Non-GAAP) 11 22 1 Adjusted Diluted EPS (Non-GAAP) $ 0.10 $ 0.20 Net Income 8 22 Diluted EPS $ 0.07 $ 0.20 Q3 2025 Key Balance Sheet Items (Dollars in Millions) November 1, 2025 November 2, 2024 Key Metrics $ 144 $ 174 Cash and Cash Equivalents Merchandise Inventories 3,895 4,099 Accounts Payable 1,842 1,873 Borrowings under revolving credit facility 45 749 Current portion of Long-term debt 0 353 Long-term Debt 1,522 1,174 November 1, 2025 November 2, 2024 Key Cash Flow items (Dollars in Millions) Nine Months Ended Nine Months Ended Operating Cash Flow $ 630 $ 52 Capital Expenditures (308) (367) Free Cash Flow 322 (315) Finance lease and Financing Obligations (62) (62) Proceeds from Financing Obligations 10 1 1 Adjusted Free Cash Flow (Non-GAAP) $ 270 $ (376) (1) Adjusted Operating Income, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, and Adjusted Free Cash Flow are non-GAAP financial measures. Reconciliation for Free Cash Flow and Adjusted Free Cash Flow is above. Reconciliations for the other measures 14 can be found in the Appendix
2025 OUTLOOK 15
2025 Holiday Preview • Well-positioned to deliver the great experience that customers expect in order to make Kohl’s a go-to destination for gifting and holiday shopping • Capitalize on gifting opportunities by leaning into Sephora and Jewelry gift sets, expanding our compelling holiday apparel assortment, and offering must-have toys • Curating a front of store display designed to inspire with thoughtful gifts for the family and seasonal decor • Delivering our seasonal inventory earlier to ensure we have the right products where they need to be for the shopping season • Amplifying our promotional strategy and rewards program to maximize customer engagement while providing exceptional value to our customers 16
Updated 2025 Financial Outlook METRIC FULL YEAR GUIDANCE Net Sales (3.5%) to (4%) vs. 2024 Comp Sales (2.5%) to (3%) Adjusted 3.1% to 3.2% 1 Operating Margin Adjusted $1.25 to $1.45 1 Diluted EPS Capital Allocation Outlook • Capex: Approximately $400 million • Dividend: $0.125 dividend payable on December 24, 2025 (1) The Company provides adjusted operating margin and adjusted diluted earnings per share on a non-GAAP basis and does not provide a reconciliation of the Company’s forward looking guidance to the most directly comparable GAAP financial measures because of the 17 inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.
Capital allocation priorities support our goals of optimizing balance sheet flexibility Invest in the Business Capex of approximately $400 million will include investments to complete the Sephora rollout, expand impulse queuing fixtures, and enhance omni- channel experience Optimizing Return of Cash We remain committed to returning capital to shareholders, with an annual cash dividend of $0.50 per share that supports continued balance sheet flexibility Reduce Debt Our focus is on rebuilding our cash balance, reducing our reliance on the revolver and capitalizing on opportunities to further reduce our debt and overall leverage Share Repurchases We intend to resume share repurchases over the long-term, using excess cash flow following an improvement in overall leverage 18
APPENDIX 19
Reconciliation 52 Weeks Ended Adjusted EBITDA November 1, 2025 (Dollars in Millions) Net Income (GAAP) $ 194 Provision for income taxes 41 Interest expense, net 303 Depreciation and amortization 709 (Gain) on legal settlement (129) Impairments, store closing and other costs 91 Adjusted EBITDA (Non-GAAP) $ 1,209 20
Reconciliation Operating Income Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024 (Dollars in Millions) Net Income (GAAP) $ 8 $ 22 $ 147 $ 61 Benefit (provision) for Income Taxes (10) 0 36 1 Interest expense, net 75 76 229 245 Operating Income (GAAP) 73 98 412 307 (Gain) on legal settlement 0 0 (129) 0 Impairment, store closing and other costs 4 0 15 0 Adjusted Operating Income (Non-GAAP) $ 77 $ 98 $ 298 $ 307 21
Reconciliation Net Income Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024 (Dollars in Millions) GAAP $ 8 $ 22 $ 147 $ 61 Impairments, store closing and other costs 4 0 15 0 (Gain) on legal settlement 0 0 (129) 0 Income tax impact of items noted above (1) 0 28 0 Adjusted (Non-GAAP) $ 11 $ 22 $ 61 $ 61 22
Reconciliation Diluted Earnings Per Share Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024 GAAP $ 0.07 $ 0.20 $ 1.30 $ 0.55 Impairments, store closing and other costs 0.04 0.00 0.14 0.00 (Gain) on legal settlement 0.00 0.00 (1.14) 0.00 Income tax impact of items noted above (0.01) 0.00 0.24 0.00 Adjusted (Non-GAAP) $ 0.10 $ 0.20 $ 0.54 $ 0.55 23
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