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 Regulation 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

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 pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~December 1, 2018~~May 31, 2019 Common Stock, Par Value $0.01 per Share, ~~165,129,371~~162,025,878 shares outstanding.

(Dollars in Millions)	November 3, 2018			February 3, 2018			October 28, 2017			May 4, 2019			February 2, 2019			May 5, 2018
Assets				As Adjusted (a)			As Adjusted (a)
Current assets:
Cash and cash equivalents	$	1,047		$	1,308		$	736		$	543		$	934		$	822
Merchandise inventories		4,844			3,542			4,632			3,680			3,475			3,726
Other		446			530			379			412			426			435
Total current assets		6,337			5,380			5,747			4,635			4,835			4,983
Property and equipment, net		7,538			7,773			7,974			7,211			7,428			7,694
Operating leases											2,453			-			-
Other assets		243			236			226			167			206			239
Total assets	$	14,118		$	13,389		$	13,947		$	14,466		$	12,469		$	12,916

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	2,583		$	1,271		$	2,113		$	1,295		$	1,187		$	1,454
Accrued liabilities		1,289			1,213			1,294			1,184			1,364			1,135
Income taxes payable		14			99			24			40			64			118
Current portion of capital lease and financing obligations		121			126			131
Current portion of:
Finance leases and financing obligations											115			115			123
Operating leases											158			-			-
Total current liabilities		4,007			2,709			3,562			2,792			2,730			2,830
Long-term debt		2,272			2,797			2,796			1,855			1,861			2,301
Capital lease and financing obligations		1,528			1,591			1,622
Finance leases and financing obligations											1,225			1,523			1,563
Operating leases											2,680			-			-
Deferred income taxes		201			211			272			233			184			198
Other long-term liabilities		657			662			673			239			644			668
Shareholders’ equity:
Common stock		4			4			4			4			4			4
Paid-in capital		3,185			3,078			3,039			3,223			3,204			3,125
Treasury stock, at cost		(10,952	)		(10,651	)		(10,633	)		(11,221	)		(11,076	)		(10,737	)
Accumulated other comprehensive loss		(8	)		(11	)		(12	)		-			-			(8	)
Retained earnings		13,224			12,999			12,624			13,436			13,395			12,972
Total shareholders’ equity		5,453			5,419			5,022			5,442			5,527			5,356
Total liabilities and shareholders’ equity	$	14,118		$	13,389		$	13,947		$	14,466		$	12,469		$	12,916

	Three Months Ended				Nine Months Ended				Quarter Ended
(Dollars in Millions, Except per Share Data)	November 3, 2018		October 28, 2017		November 3, 2018		October 28, 2017		May 4, 2019		May 5, 2018
			As Adjusted (a)				As Adjusted (a)
Net sales	$	4,369	$	4,312	$	12,632	$	12,274	$	3,821	$	3,953
Other revenue		259		255		774		753		266		255
Total revenue		4,628		4,567		13,406		13,027		4,087		4,208
Cost of merchandise sold		2,752		2,727		7,854		7,680		2,415		2,496
Operating expenses:
Selling, general, and administrative		1,375		1,340		3,907		3,774		1,275		1,259
Depreciation and amortization		243		243		725		724		230		243
Impairments, store closing and other costs										49		-
Operating income		258		257		920		849		118		210
Interest expense, net		63		74		197		225		52		71
Loss on extinguishment of debt		—		—		42		—		-		42
Income before income taxes		195		183		681		624		66		97
Provision for income taxes		34		66		152		233		4		22
Net income	$	161	$	117	$	529	$	391	$	62	$	75
Net income per share:
Basic	$	0.98	$	0.70	$	3.21	$	2.33	$	0.38	$	0.46
Diluted	$	0.98	$	0.70	$	3.19	$	2.32	$	0.38	$	0.45

	Three Months Ended November 3, 2018																					Quarter Ended May 4, 2019
	Common Stock						Treasury Stock						Accumulated Other Comprehensive Loss									Common Stock				Paid-In Capital		Treasury Stock						Accumulated Other Comprehensive Loss			Retained Earnings			Total
(Dollars in Millions, Except per Share Data)	Shares		Amount		Paid-In Capital		Shares			Amount			Accumulated Other Comprehensive Loss			Retained Earnings			Total			Shares		Amount		Paid-In Capital		Shares			Amount			Accumulated Other Comprehensive Loss			Retained Earnings			Total
Balance at August 4, 2018		374	$	4	$	3,163		(207	)	$	(10,835	)	$	(8	)	$	13,163		$	5,487
Balance at February 2, 2019																							374	$	4	$	3,204		(211	)	$	(11,076	)	$	-		$	13,395		$	5,527
Change in accounting standard (a)																							-		-		-		-			-			-			88			88
Comprehensive income																							-		-		-		-			-			-			62			62
Stock options and awards, net of tax																							1		-		19		-			(25	)		-			-			(6	)
Dividends paid ($0.67 per common share)																									-		-		-			1			-			(109	)		(108	)
Treasury stock purchases																							-		-		-		(2	)		(121	)		-			-			(121	)
Balance at May 4, 2019																							375	$	4	$	3,223		(213	)	$	(11,221	)	$	-		$	13,436		$	5,442


																						Quarter Ended May 5, 2018
																						Common Stock				Paid-In Capital		Treasury Stock						Accumulated Other Comprehensive Loss			Retained Earnings			Total
(Dollars in Millions, Except per Share Data)																						Shares		Amount		Paid-In Capital		Shares			Amount			Accumulated Other Comprehensive Loss			Retained Earnings			Total
Balance at February 3, 2018																						373		$	4	$	3,078		(205	)	$	(10,651	)	$	(11	)	$	12,999		$	5,419
Comprehensive income		—		—		—		—			—			—			161			161			-		-		-		-			-			3			75			78
Stock options and awards, net of tax		—		—		22		—			(8	)		—			—			14			1		-		47		-			(17	)		-			-			30
Dividends paid ($0.61 per common share)		—		—		—		—			1			—			(100	)		(99	)		-		-		-		-			1			-			(102	)		(101	)
Treasury stock purchases		—		—		—		(2	)		(110	)		—			—			(110	)		-		-		-		(1	)		(70	)		-			-			(70	)
Balance at November 3, 2018		374	$	4	$	3,185		(209	)	$	(10,952	)	$	(8	)	$	13,224		$	5,453
Balance at May 5, 2018																							374	$	4	$	3,125		(206	)	$	(10,737	)	$	(8	)	$	12,972		$	5,356

Three Months Ended October 28, 2017

Common Stock

Treasury Stock

Accumulated Other Comprehensive
Loss

(Dollars in Millions, Except per Share Data)
Shares

Amount

Paid-In
Capital

Shares

Amount

Retained
Earnings

Total

Balance at July 29, 2017
(previously reported)

372

$
4

$
3,026

(203
)
$
(10,596
)
$
(12
)
$
12,606

$
5,028

Change in accounting standard (a)

—

—

—

—

—

—

(7
)

(7
)
Balance at July 29, 2017
(as adjusted)

372

$
4

$
3,026

(203
)
$
(10,596
)
$
(12
)
$
12,599

$
5,021

Comprehensive income

—

—

—

—

—

—

117

117

Stock options and awards, net of tax

1

—

13

—

—

—

—

13

Dividends paid
($0.55 per common share)

—

—

—

—

1

—

(92
)

(91
)
Treasury stock purchases

—

—

—

(2
)

(38
)

—

—

(38
)
Balance at October 28, 2017

373

$
4

$
3,039

(205
)
$
(10,633
)
$
(12
)
$
12,624

$
5,022

Nine Months Ended November 3, 2018

Common Stock

Treasury Stock

Accumulated Other Comprehensive
Loss

(Dollars in Millions, Except per Share Data)
Shares

Amount

Paid-In
Capital

Shares

Amount

Retained
Earnings

Total

Balance at February 3, 2018
(previously reported)

373

$
4

$
3,078

(205
)
$
(10,651
)
$
(11
)
$
13,006

$
5,426

Change in accounting standard (a)

—

—

—

—

—

—

(7
)

(7
)
Balance at February 3, 2018
(as adjusted)

373

$
4

$
3,078

(205
)
$
(10,651
)
$
(11
)
$
12,999

$
5,419

Comprehensive income

—

—

—

—

—

3

529

532

Stock options and awards, net of tax

1

—

107

—

(29
)

—

—

78

Dividends paid
($1.83 per common share)

—

—

—

—

3

—

(304
)

(301
)
Treasury stock purchases

—

—

—

(4
)

(275
)

—

—

(275
)
Balance at November 3, 2018

374

$
4

$
3,185

(209
)
$
(10,952
)
$
(8
)
$
13,224

$
5,453

Nine Months Ended October 28, 2017

Common Stock

Treasury Stock

Accumulated Other Comprehensive
Loss

(Dollars in Millions, Except per Share Data)
Shares

Amount

Paid-In
Capital

Shares

Amount

Retained
Earnings

Total

Balance at January 28, 2017
(previously reported)
371

$
4

$
3,003

(197
)
$
(10,338
)
$
(14
)
$
12,522

$
5,177

Change in accounting standard (a)

—

—

—

—

—

—

(7
)

(7
)
Balance at January 28, 2017
(as adjusted)
371

$
4

$
3,003

(197
)
$
(10,338
)
$
(14
)
$
12,515

$
5,170

Comprehensive income

—

—

—

—

—

2

391

393

Stock options and awards, net of tax

2

—

36

—

(12
)

—

—

24

Dividends paid
($1.65 per common share)

—

—

—

—

5

—

(282
)

(277
)
Treasury stock purchases

—

—

—

(8
)

(288
)

—

—

(288
)
Balance at October 28, 2017

373

$
4

$
3,039

(205
)
$
(10,633
)
$
(12
)
$
12,624

$
5,022

Nine Months Ended
(Dollars in Millions)
November 3,
2018
October 28,
2017
Operating activities

As Adjusted (a)
Net income
$
529

$
391

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

725

724

Share-based compensation

71

34

Deferred income taxes

(13
)

2

Loss on extinguishment of debt

42

—

Other non-cash revenues and expenses

15

(4
)
Changes in operating assets and liabilities:

Merchandise inventories

(1,293
)

(829
)
Accrued and other long-term liabilities

38

(14
)
Accounts payable

1,312

606

Other current and long-term assets

70

50

Income taxes

(73
)

(91
)
Net cash provided by operating activities

1,423

869

Investing activities

Acquisition of property and equipment

(458
)

(547
)
Other

6

18

Net cash used in investing activities

(452
)

(529
)
Financing activities

Treasury stock purchases

(275
)

(288
)
Shares withheld for taxes on vested restricted shares

(29
)

(12
)
Dividends paid

(301
)

(277
)
Reduction of long-term borrowings

(530
)

—

Premium paid on redemption of debt

(35
)

—

Capital lease and financing obligation activity

(95
)

(101
)
Proceeds from stock option exercises

33

—

Net cash used in financing activities

(1,232
)

(678
)
Net decrease in cash and cash equivalents

(261
)

(338
)
Cash at beginning of period

1,308

1,074

Cash at end of period
$
1,047

$
736

Supplemental information

Interest paid, net of capitalized interest
$
192

$
192

Income taxes paid

266

322

Non-cash investing and financing activities

Property and equipment acquired through additional liabilities
$
20

$
42

~~(a)~~

~~Refer to Note 2 for details on the adoption of the new revenue recognition accounting standard and the impact on previously reported results.~~

	Quarter Ended
(Dollars in Millions)	May 4, 2019			May 5, 2018
Operating activities
Net income	$	62		$	75
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		230			243
Share-based compensation		15			30
Deferred income taxes		18			(12	)
Impairments, store closing and other costs		49
Loss on extinguishment of debt		-			42
Non-cash operating lease expense		37			-
Other non-cash expenses		2			2
Changes in operating assets and liabilities:
Merchandise inventories		(202	)		(181	)
Accrued and other long-term liabilities		(141	)		(107	)
Accounts payable		108			183
Other current and long-term assets		6			68
Income taxes		1			44
Operating lease liabilities		(49	)		-
Net cash provided by operating activities		136			387
Investing activities
Acquisition of property and equipment		(238	)		(133	)
Net cash used in investing activities		(238	)		(133	)
Financing activities
Treasury stock purchases		(121	)		(70	)
Shares withheld for taxes on vested restricted shares		(25	)		(17	)
Dividends paid		(108	)		(101	)
Reduction of long-term borrowings		(6	)		(500	)
Premium paid on redemption of debt		-			(35	)
Finance lease and financing obligation payments		(31	)		(33	)
Proceeds from stock option exercises		2			16
Net cash used in financing activities		(289	)		(740	)
Net decrease in cash and cash equivalents		(391	)		(486	)
Cash at beginning of period		934			1,308
Cash at end of period	$	543		$	822
Supplemental information
Interest paid, net of capitalized interest	$	32		$	58
Income taxes paid		7			15
Non-cash activities
Property and equipment acquired through additional finance lease liabilities		10			-
Operating lease assets acquired through additional operating lease liabilities		49			-

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for fiscal year end consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and related footnotes included in our Annual Report on Form 10-K for the fiscal year ended February ~~3, 2018~~2, 2019 (Commission File No. 1-11084) as filed with the Securities and Exchange Commission.

Due to 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.

The following table provides a brief description of issued, but not yet effective, accounting standards:

In 2017, we recorded provisional amounts for certain income tax effects of the Tax Cuts & Jobs Act (the “Act"), as addressed in Staff Accounting Bulletin No. 118 (“SAB 118”). During the nine months ended November 3, 2018, we made immaterial adjustments to the previously recorded provisional amounts related to the Act. Any additional adjustments related to the Act, while not expected to be material, will be recorded as income tax expense during the period in which the adjustment is finalized.

~~Effective February 4, 2018, we adopted~~ ~~Revenue from Contracts with Customers (ASC Topic 606)~~ as required. We adopted the new standard using the full retrospective method. The standard eliminated the transaction and industry specific revenue recognition guidance under prior U.S. GAAP and replaced it with a principles-based approach for revenue recognition and disclosures. Under the standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services.

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 for the periods ended November 3, 2018 and October 28, 2017:~~business:

	Three Months Ended				Nine Months Ended				Quarter Ended
(Dollars in Millions)	November 3, 2018		October 28, 2017		November 3, 2018		October 28, 2017		May 4, 2019		May 5, 2018 (1)
Women's	$	1,287	$	1,276	$	3,982	$	3,883	$	1,220	$	1,255
Men's		925		890		2,668		2,550		785		790
Home		719		713		2,090		2,035		629		691
Children's		650		640		1,569		1,534		456		454
Footwear		465		473		1,334		1,288		419		439
Accessories		323		320		989		984		312		324
Net Sales	$	4,369	$	4,312	$	12,632	$	12,274	$	3,821	$	3,953

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.

Liabilities for performance obligations resulting from our rewards programs, return reserves, and unredeemed gift cards and merchandise return cards totaled ~~$337~~$372 million as of ~~November 3, 2018, $422~~May 4, 2019, $413 million as of February ~~3, 2018~~2, 2019 and ~~$335~~$380 million as of ~~October 28, 2017.~~

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

~~Other revenue consists primarily of revenue from our credit card operations, unredeemed gift and merchandise return cards (breakage), and other non-merchandise revenues.~~

Revenue from credit card operations includes our share of the finance charges and interest fees, less charge-offs 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.

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

~~The following tables summarize the impact of adoption of the new standard by financial statement line item:~~

Three Months Ended October 28, 2017
(Dollars in Millions, Except per Share Data)
As Previously Reported
New Standard Adjustment
Adjusted
Net sales
$
4,332

$
(20
)
$
4,312

Other revenue

255

255

Total revenue

235

4,567

Cost of merchandise sold

2,737

(10
)

2,727

Gross margin

1,595

Operating expenses:

Selling, general and administrative

1,095

245

1,340

Depreciation and amortization

243

-

243

Operating income

257

-

257

Interest expense, net

74

-

74

Income before income taxes

183

-

183

Provision for income taxes

66

-

66

Net income
$
117

$
-

$
117

Net income per share:

Basic
$
0.70

$
-

$
0.70

Diluted
$
0.70

$
-

$
0.70

Nine Months Ended October 28, 2017
(Dollars in Millions, Except per Share Data)
As Previously Reported
New Standard Adjustment
Adjusted
Net sales
$
12,319

$
(45
)
$
12,274

Other revenue

753

753

Total revenue

708

13,027

Cost of merchandise sold

7,693

(13
)

7,680

Gross margin

4,626

Operating expenses:

Selling, general and administrative

3,053

721

3,774

Depreciation and amortization

724

-

724

Operating income

849

-

849

Interest expense, net

225

-

225

Income before income taxes

624

-

624

Provision for income taxes

233

-

233

Net income
$
391

$
-

$
391

Net income per share:

Basic
$
2.33

$
-

$
2.33

Diluted
$
2.32

$
-

$
2.32

October 28, 2017
(Dollars in Millions)
As Previously Reported
New Standard Adjustment
Adjusted
Assets

Current assets:

Cash and cash equivalents
$
736

$
-

$
736

Merchandise inventories

4,632

-

4,632

Other

332

47

379

Total current assets

5,700

47

5,747

Property and equipment, net

7,974

-

7,974

Other assets

226

-

226

Total assets
$
13,900

$
47

$
13,947

Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable
$
2,113

$
-

$
2,113

Accrued liabilities

1,237

57

1,294

Income taxes payable

24

-

24

Current portion of capital lease and financing obligations

131

-

131

Total current liabilities

3,505

57

3,562

Long-term debt

2,796

-

2,796

Capital lease and financing obligations

1,622

-

1,622

Deferred income taxes

275

(3
)

272

Other long-term liabilities

673

-

673

Total shareholders’ equity

5,029

(7
)

5,022

Total liabilities and shareholders’ equity
$
13,900

$
47

$
13,947

February 3, 2018
(Dollars in Millions)
As Previously Reported
New Standard Adjustment
Adjusted
Assets

Current assets:

Cash and cash equivalents
$
1,308

$
-

$
1,308

Merchandise inventories

3,542

-

3,542

Other

481

49

530

Total current assets

5,331

49

5,380

Property and equipment, net

7,773

-

7,773

Other assets

236

-

236

Total assets
$
13,340

$
49

$
13,389

Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable
$
1,271

$
-

$
1,271

Accrued liabilities

1,155

58

1,213

Income taxes payable

99

-

99

Current portion of capital lease and financing obligations

126

-

126

Total current liabilities

2,651

58

2,709

Long-term debt

2,797

-

2,797

Capital lease and financing obligations

1,591

-

1,591

Deferred income taxes

213

(2
)

211

Other long-term liabilities

662

-

662

Total shareholders’ equity

5,426

(7
)

5,419

Total liabilities and shareholders’ equity
$
13,340

$
49

$
13,389

~~The adoption of the new standard had no impact on our basic or diluted earnings per share or our net cash provided by (used in) operating, financing, or investing activities.~~

~~The following table summarizes changes in the store closure and restructure reserve during the nine months ended November 3, 2018:~~

							Outstanding				Effective Rate			Coupon Rate			Outstanding
Maturity (Dollars in Millions)	Effective Rate			Coupon Rate			November 3, 2018		February 3, 2018 & October 28, 2017		Effective Rate			Coupon Rate			May 4, 2019			February 2, 2019			May 5, 2018
2021		4.81	%		4.00	%	$	413	$	650		4.81	%		4.00	%	$	-		$	-		$	426
2023		3.25	%		3.25	%		350		350		3.25	%		3.25	%		350			350			350
2023		4.78	%		4.75	%		184		300		4.78	%		4.75	%		184			184			184
2025		4.25	%		4.25	%		650		650		4.25	%		4.25	%		650			650			650
2029		7.36	%		7.25	%		42		99		7.36	%		7.25	%		42			42			42
2033		6.05	%		6.00	%		112		166		6.05	%		6.00	%		113			113			113
2037		6.89	%		6.88	%		101		150		6.89	%		6.88	%		101			101			101
2045		5.57	%		5.55	%		433		450		5.57	%		5.55	%		427			433			449
		4.76	%				$	2,285	$	2,815
Outstanding long-term debt																		1,867			1,873			2,315
Unamortized debt discounts and deferred financing costs																		(12	)		(12	)		(14	)
Long-term debt																	$	1,855		$	1,861		$	2,301
Effective interest rate																		4.74	%		4.74	%		4.76	%

~~Long-term debt is net of unamortized debt discounts and deferred financing costs of $13 million at November 3, 2018, $18 million at February 3, 2018, and $19 million at October 28, 2017.~~

Our 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 long-term debt was $1.9 billion at May 4, 2019, $1.8 billion at February 2, 2019, and $2.3 billion at ~~November 3, 2018 and $2.9 billion at both February 3, 2018 and October 28, 2017.~~May 5, 2018.

Year to date, we have reduced our outstanding debt by ~~$530~~$6 million ~~including $500 million which was repurchased pursuant to a cash tender offer and $30 million which was repurchased on the~~through open market. In conjunction with the debt reduction, we recorded a one-time $42 million loss on extinguishment of debt which includes $35 million of premium paid to holders of the debt, $4 million related to an interest rate hedge, and $3 million of deferred financing fees and original issue discounts.market repurchases.

~~The following table summarizes our stock-based compensation activity for the nine months ended November 3, 2018:~~

Stock Options
Nonvested Stock Awards
Performance Share Units

(Shares and Units in Thousands)
Shares
Weighted
Average
Exercise
Price
Shares
Weighted
Average
Grant Date
Fair Value
Units
Weighted
Average
Grant Date
Fair Value
Balance - February 3, 2018

1,139

$
50.51

2,811

$
45.60

660

$
44.97

Granted

—

—

1,017

63.57

187

65.71

Exercised/vested

(992
)

50.46

(1,102
)

47.56

(38
)

78.35

Forfeited/expired

(2
)

53.38

(78
)

48.78

(5
)

46.91

Balance - November 3, 2018

145

$
51.87

2,648

$
51.62

804

$
48.21

Effective February 3, 2019 (the “adoption date”), we adopted ASC 842 Leases (the “new standard”). The new standard requires lessees to recognize a liability for lease obligations and a corresponding right of use asset on the balance sheet. The guidance also requires disclosure of key information about leasing arrangements that is intended to give financial statement users the ability to assess the amount, timing, and potential uncertainty of cash flows related to leases. We adopted the new standard using a modified retrospective transition method and applied the transition provisions at the beginning of the period of adoption through a cumulative effect adjustment to retained earnings. We did not restate prior period financial statements.

The new standard includes several transition practical expedients that were available to reduce the burden of implementing the standard.

The following table summarizes changes in our balance sheet upon adoption of the new standard:

These adjustments represent non-cash activities for Statement of Cash Flow purposes.

Adoption of the new standard is not expected to have a material impact on our net income prospectively. We expect immaterial increases in Selling, general and administrative expenses to be more than offset by decreases in Depreciation and amortization and Interest expense. Substantially all of the expected income statement changes are due to the reversal of accounting for build to suit arrangements where construction is complete which were accounted for as operating or finance leases in accordance with the transition provisions of ASC 842.

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 which 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. They are recognized at commencement date based on 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. For leases that commenced prior to the adoption date, we used the February 3, 2019 rate for a term consistent with the original lease term for operating leases and the rate on the lease commencement date for finance leases.

For leases with terms of 12 months or less, we elected the practical expedient to exclude them from the balance sheet and recognize expense on a straight-line basis over the lease term. For leases beginning, modified, or reassessed in 2019 and later, we elected the practical expedient to combine lease and non-lease components.

The following table summarizes our operating and finance leases and where they are presented in our Balance Sheet as of May 4, 2019 and our Statement of Income and Statement of Cash Flows for the quarter ended May 4, 2019:

(Dollars in Millions)	Classification
Balance Sheet
Assets
Operating leases	Operating leases	$	2,453
Finance leases	Property and equipment, net		490
Total operating and finance leases			2,943
Liabilities
Current
Operating leases	Current portion of operating leases		158
Finance leases	Current portion of finance leases and financing obligations		69
Noncurrent
Operating leases	Operating leases		2,680
Finance leases	Finance leases and financing obligations		722
Total operating and finance leases		$	3,629

Income Statement
Operating leases	Selling, general, and administrative	$	77
Finance leases
Amortization of leased assets	Depreciation and amortization		17
Interest on lease liabilities	Interest expense, net		24
Total operating and finance leases		$	118

Cash Flow Statement
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases		$	89
Operating cash flows from finance leases			24
Financing cash flows from finance leases			17

Total lease payments includes $2.9 billion related to options to extend operating lease terms that are reasonably certain of being exercised, includes $1.4 billion related to options to extend finance lease terms that are

reasonably certain of being exercised, and excludes $14 million of legally binding lease payments for leases signed but not yet commenced.

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

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.

The tables below summarize our financing obligations and where they are presented in our Balance Sheet as of May 4, 2019 and our Statement of Income and Statement of Cash Flows for the quarter ended May 4, 2019.

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

The following table summarizes our stock-based awards activity for the quarter ended May 4, 2019:

	Stock Warrants				Stock Options					Nonvested Stock Awards					Performance Share Units
(Shares and Units in Thousands)	Shares		Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Grant Date Fair Value		Units			Weighted Average Grant Date Fair Value
Balance - February 2, 2019		-	$	-		136		$	51.48		2,601		$	51.90		1,046		$	52.08
Granted		1,747		69.68		-			-		624			68.04		206			74.75
Exercised/vested		-		-		(37	)		51.13		(626	)		51.50		(336	)		46.87
Forfeited/expired		-		-		-			-		(21	)		53.47		(16	)		51.21
Balance - May 4, 2019		1,747	$	69.68		99		$	51.81		2,578		$	55.88		900		$	59.23

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 warrants vest in five equal annual installments beginning on January 15, 2020 and 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.

We are subject to certain legal proceedings and claims arising out of the conduct of our business. In the opinion of management, the outcome of these proceedings and litigation will not have a material adverse impact on our consolidated financial statements.

Basic net income per share is net income divided by the average number of common shares outstanding during the period. Diluted net income per share includes incremental shares assumed for share-based ~~awards.~~awards and stock warrants.

The information required to compute basic and diluted net income per share is as follows:

	Three Months Ended				Nine Months Ended				Quarter Ended
(Dollar and Shares in Millions, Except per Share Data)	November 3, 2018		October 28, 2017		November 3, 2018		October 28, 2017		May 4, 2019		May 5, 2018
Numerator—Net income	$	161	$	117	$	529	$	391	$	62	$	75
Denominator—Weighted average shares:
Denominator—Weighted-average shares:
Basic		164		166		165		168		161		165
Impact of dilutive stock-based awards		1		—		1		—
Dilutive impact										1		2
Diluted		165		166		166		168		162		167
Antidilutive shares		—		2		—		3
Net income per share:
Basic	$	0.98	$	0.70	$	3.21	$	2.33	$	0.38	$	0.46
Diluted	$	0.98	$	0.70	$	3.19	$	2.32	$	0.38	$	0.45

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

For purposes of the following discussion, unless noted, all references to "the quarter" and "the ~~third~~first quarter" are for the three fiscal months (13 weeks) ended ~~November 3, 2018~~May 4, 2019 and ~~October 28, 2017. References~~May 5, 2018.

~~The following discussion should be read in conjunction with~~ our ~~Consolidated Financial Statements and the related notes included elsewhere in this report, as well as the financial~~plans, performance, and other ~~information included in~~objectives, expectations or intentions, such as statements regarding our ~~2017 Annual Report~~liquidity, debt service requirements, planned capital expenditures, future store initiatives, and adequacy of capital resources and reserves. Forward-looking statements are based on ~~Form 10-K (our "2017 Form 10-K"). The following discussion may contain forward-looking statements that reflect~~ our ~~plans, estimates~~management’s then current views and ~~beliefs. Our actual results could materially differ from those discussed in these forward-looking statements. Factors~~assumptions and, as a result, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Any such forward-looking statements are qualified by the important risk factors described in Part I, Item 1A of our 2018 Form 10-K or ~~contribute~~disclosed from time to ~~those differences include, but are not limited to, those discussed elsewhere in this report and~~time in our ~~2017 Form 10-K (particularly in "Risk Factors").~~filings with the SEC, that could cause actual results to differ materially from those predicted by the forward-looking statements. Forward-looking statements relate to the date initially made, and we undertake no obligation to update them.

As of ~~November 3, 2018,~~May 4, 2019, we operated ~~1,159~~1,155 Kohl's department stores, a website (www.Kohls.com), 12 FILA outlets, and four Off-Aisle clearance centers. Our Kohl's stores and website sell moderately-priced proprietary 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. Our website includes merchandise which is available in our stores, as well as merchandise that is available only ~~on-line.~~online.

We adopted the new lease accounting standard in the first quarter of 2019 and prior periods were not restated.

See "Results of Operations" and "Liquidity and Capital Resources" for additional details about our financial results.

Net sales ~~increased $57~~decreased $132 million, or ~~1.3%~~3.3%, to ~~$4.4~~$3.8 billion for the ~~third~~first quarter of ~~2018. Year to date, net~~2019. Comparable sales ~~increased $358 million, or 2.9%~~decreased 3.4%. ~~Results reported on a “shifted basis” are adjusted for the 53~~^rd week in fiscal 2017 by comparing the periods ended November 3, 2018 and November 4, 2017. On a shifted basis comparable sales increased 2.5% for the quarter and 2.1% year to date. On a fiscal basis, which compares the fiscal periods ended November 3, 2018 and October 28, 2017, comparable sales increased 1.0% for the quarter and 2.9% year to date. Kohl’s store sales are included in comparable sales after the store has been open for 12 full months. Digital sales and sales at remodeled and relocated Kohl’s stores are included in comparable sales, unless square footage has changed by more than 10%.

Other revenue increased $4$11 million, or 2%4%, to ~~$259~~$266 million for the ~~third~~first quarter of ~~2018 and $21 million, or 3%, to $774 million year to date. Higher revenue earned from third-party advertisers on our website contributed to the increases in both periods. Year to date, the~~2019. The increase ~~also includes~~was driven by higher credit revenue due to increases in interest and ~~unredeemed gift card~~fees and ~~merchandise return card revenue (breakage).~~decreased fraud losses.

	Quarter								Year to Date								Quarter Ended
(Dollars in Millions)	2018			2017			Change		2018			2017			Change		May 4, 2019			May 5, 2018			Change
Net sales	$	4,369		$	4,312		$	57	$	12,632		$	12,274		$	358	$	3,821		$	3,953		$	(132	)
Cost of merchandise sold		2,752			2,727			25		7,854			7,680		174			2,415			2,496			(81	)
Gross margin	$	1,617		$	1,585		$	32	$	4,778		$	4,594		$	184	$	1,406		$	1,457		$	(51	)
Gross margin as a percent of net sales		37.0	%		36.8	%	25 bp			37.8	%		37.4	%	39 bp			36.8	%		36.9	%	(6)		bp

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 ~~on-line~~online sales; and terms cash discount. Our ~~cost~~Cost of merchandise sold may not be comparable with that of other retailers because we include distribution center and buying costs in ~~selling,~~Selling, general and administrative expenses while other retailers may include these expenses in ~~cost~~Cost of merchandise sold.

The ~~increase~~decrease in gross margin as a percent of net sales reflects an unfavorable product mix shift between spring and fall goods as well as a higher digital penetration than the ~~benefit~~first quarter of ~~less permanent and promotional markdowns due to our ongoing inventory management initiatives.~~2018.

	Quarter								Year to Date								Quarter Ended
(Dollars in Millions)	2018			2017			Change		2018			2017			Change		May 4, 2019			May 5, 2018			Change
SG&A	$	1,375		$	1,340		$	35	$	3,907		$	3,774		$	133	$	1,275		$	1,259		$	16
As a percent of total revenue		29.7	%		29.3	%	37 bp			29.1	%		29.0	%	17 bp			31.2	%		29.9	%	126		bp

SG&A expenses include compensation and benefit costs (including stores, headquarters, 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; 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.

~~The following table summarizes the increases and decreases in SG&A by expense type:~~

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 sales. If the expense as a percent of sales decreased from the prior year, the expense "leveraged". If the expense as a percent of sales increased over the prior year, the expense "deleveraged".

~~For both periods, stores~~The following table summarizes the increases and decreases in SG&A by expense type:

SG&A increased 1.2%, or $16 million, to $1.3 billion. Substantially all of the increase was due to marketing expenses ~~leveraged. As planned, technology expenses did not leverage~~ as we ~~made deliberate~~continue to make investments into target market share gains over the ~~cloud and other technology initiatives to drive future efficiencies and growth. Corporate expenses also~~long-term. As a percentage of total revenue, SG&A deleveraged ~~due to higher incentives for the quarter and leadership changes for the year-to-date period.~~ 126 basis points.

	Quarter							Year to Date							Quarter Ended
(Dollars in Millions)	2018		2017		Change			2018		2017		Change			May 4, 2019		May 5, 2018		Change
Depreciation and amortization	$	243	$	243	$	-		$	725	$	724	$	1		$	230	$	243	$	(13	)
Interest expense, net		63		74		(11	)		197		225		(28	)		52		71		(19	)
Impairments, store closing and other costs																49		-		49
Loss on extinguishment of debt		—		—		—			42		—		42			-		42		(42	)

Depreciation and amortization decreased $13 million for the quarter and was ~~consistent with last year~~driven by the adoption of the new lease accounting standard, as well as the maturity of our store portfolio.

~~Interest expense, net decreased~~the quarter due primarily to the benefits of debt reductions in 2018 and adoption of the ~~$500~~new lease accounting standard.

In the first quarter of 2019, we incurred $49 million ~~debt tender transaction executed~~ in ~~March~~lease asset impairment charges related to the previously announced closure of four stores.

In the first quarter of 2018, ~~as well as increased interest income due to higher yield and investment balances.~~

Wewe recognized a ~~one-time~~ $42 million loss on extinguishment of debt ~~in the first quarter of 2018~~ related to our $500 million cash tender offer.

	Quarter									Year to Date									Quarter Ended
(Dollars in Millions)	2018			2017			Change			2018			2017			Change			May 4, 2019			May 5, 2018			Change
Provision for income taxes	$	34		$	66		$	(32	)	$	152		$	233		$	(81	)	$	4		$	22		$	(18	)
Effective tax rate		17.6	%		36.1	%					22.3	%		37.3	%					6.3	%		22.8	%

The decreases in the provision for income taxes and the effective tax rate were primarily due to a favorable state tax settlement. The decrease in the ~~benefit~~provision for income taxes was also impacted by lower taxable income due to the timing of ~~tax reform as well as favorable audit results.~~deductions.

	Year to Date												Quarter Ended
	2018						2017						May 4, 2019						May 4, 2018
(Dollars in Millions, Except per Share Data)	Income before Income Taxes		Net Income		Earnings Per Diluted Share		Income before Income Taxes		Net Income		Earnings Per Diluted Share		Income before Income Taxes		Net Income		Earnings Per Diluted Share		Income before Income Taxes		Net Income		Earnings Per Diluted Share
GAAP	$	681	$	529	$	3.19	$	624	$	391	$	2.32
Reported (GAAP)													$	66	$	62	$	0.38	$	97	$	75	$	0.45
Impairments, store closing and other costs														49		36		0.23		-		-		-
Loss on extinguishment of debt		42		32		0.19		—		—		—		-		-		-		42		32		0.19
Adjusted (Non-GAAP)	$	723	$	561	$	3.38	$	624	$	391	$	2.32	$	115	$	98	$	0.61	$	139	$	107	$	0.64

We believe the adjusted results in the table above are useful because they provide enhanced visibility into our results, excluding ~~the loss on extinguishment of debt.~~non-recurring expenses. However, these non-GAAP financial measures are not intended to replace the comparable GAAP measures.

Our business, like that of most retailers, is subject to seasonal influences, with the major portion of sales and income typically realized during the second half of each fiscal year, which includes the back-to-school and holiday seasons. Approximately 15% of annual sales typically occur during the back-to-school season and 30% during the holiday season. 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.

We expect that our operations will continue to be influenced by general economic conditions, including food, fuel and energy prices, higher wages and by costs to source our merchandise. There can be no ~~assurance~~assurances that ~~our business~~such factors will not ~~be impacted by such factors~~impact our business in the future.

Our working capital and inventory levels typically build throughout the fall, peaking during the November and December holiday selling season.

							Increase/(Decrease) in Cash						Quarter Ended
(Dollars in Millions)	2018			2017			$			%			May 4, 2019			May 5, 2018			Change
Net cash provided by (used in):
Operating activities	$	1,423		$	869		$	554			64	%	$	136		$	387		$	(251	)
Investing activities		(452	)		(529	)		77			15	%		(238	)		(133	)		(105	)
Financing activities		(1,232	)		(678	)		(554	)		(82	)%		(289	)		(740	)		451

Operating activities generated ~~$1.4 billion~~$136 million of cash in the first ~~three quarters~~quarter of ~~2018, an increase of $554~~2019 compared to $387 million ~~over~~in the first ~~three quarters~~quarter of ~~2017.~~2018. The ~~increase~~decrease was primarily due to changes in ~~accounts payable~~operating assets and ~~merchandise inventory due to our inventory management initiatives and to timing shifts caused by the 53~~^rd ~~week in 2017.~~liabilities.

Investing activities used cash of ~~$452~~$238 million in the first ~~three quarters~~quarter of ~~2018~~2019 and ~~$529~~$133 million in the first ~~three quarters~~quarter of ~~2017.~~2018. The ~~decrease~~increase was primarily due to ~~lower spending on~~investments in our E-commerce fulfillment ~~centers and timing of technology spending.~~centers.

Financing activities used cash of ~~$1.2 billion~~$289 million in the first ~~three quarters~~quarter of ~~2018, an increase of $554~~2019 and $740 million ~~over~~in the first ~~three quarters~~quarter of ~~2017.~~2018.

InDuring the first ~~nine months~~quarter of 2019, we repurchased $6 million of outstanding debt on the open market. During the first quarter of 2018, we ~~reduced our outstanding debt by $530 million, including $500 million which was repurchased pursuant to~~completed a cash tender offer ~~in the first quarter and $30~~for $500 million ~~which was repurchased on the open market.~~of senior unsecured debt. We may again seek to retire or purchase our outstanding debt through open market cash purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

We paid cash for treasury stock purchases of ~~$275~~$121 million in the first ~~three quarters~~quarter of ~~2018~~2019 and ~~$288~~$70 million in the first ~~three quarters~~quarter of ~~2017.~~2018. Share repurchases are discretionary in nature. The timing and amount of repurchases is based upon available cash balances, our stock price and other factors.

We paid cash dividends of ~~$301~~$108 million ($~~1.83~~0.67 per share) in the first ~~three quarters~~quarter of ~~2018~~2019 and ~~$277~~$101 million ($~~1.65~~0.61 per share) in the first ~~three quarters~~quarter of ~~2017.~~2018. On ~~November 14, 2018,~~May 15, 2019, our Board of Directors declared a quarterly cash dividend on our common stock of ~~$0.61~~$0.67 per share. The dividend is payable ~~on December~~June 26, ~~2018~~2019 to shareholders of record at the close of business on ~~December~~June 12, ~~2018.~~

During the first quarter of 2019, Standard and Poor’s upgraded our long-term debt from BBB- to BBB. As of ~~November 3, 2018,~~May 4, 2019, our credit ratings were as follows:

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

(Dollars in Millions)	November 3, 2018			October 28, 2017			May 4, 2019		May 5, 2018
Working capital	$	2,330		$	2,185		$	1,843	$	2,153
Current ratio		1.58			1.61			1.66		1.76
Debt/capitalization		41.8	%		47.5	%

The ~~increases~~decreases in our working capital and current ratio ~~include~~are primarily due to lower cash balances as a ~~$311 million increase in cash despite $530 million in~~result of debt reductions, ~~during~~share repurchases and dividends, as well as the ~~first nine months~~addition of ~~2018. The debt/capitalization ratio reflects the benefit~~operating leases to current liabilities due to new lease accounting. These impacts were partially offset by decreases in accounts payable.

As of ~~November 3, 2018,~~May 4, 2019, we were in compliance with all debt covenants and expect to remain in compliance during the remainder of fiscal ~~2018.~~2019.

~~Aside from the $530 million reduction in outstanding debt and the resulting decline in our interest expense,~~Other than operating leases which are now Recorded, rather than Unrecorded contractual obligations, there have been no significant changes in the contractual obligations disclosed in our ~~2017~~2018 Form 10-K.

We have not provided any financial guarantees as of ~~November 3, 2018.~~May 4, 2019.

We have not created, and are a 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 our financial statements that are reasonably likely to materially affect our financial condition, liquidity, results of operations or capital resources.

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 its estimates and assumptions with the Audit Committee of our Board of Directors. There have been no significant changes in the critical accounting policies and estimates discussed in our ~~2017~~2018 Form 10-K.

There have been no significant changes in the market risks described in our ~~2017~~2018 Form 10-K.

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.

There were no changes in our internal control over financial reporting during the quarter ended ~~November 3, 2018~~May 4, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are implementing a new enterprise resource planning (“ERP”) system which will affect many of our financial processes. This project is expected to improve the efficiency and effectiveness of certain financial and business transaction processes, as well as the underlying systems environment. The new ERP system will be a significant component of our internal control over financial reporting.

There have been no significant changes in the risk factors described in our ~~2017~~2018 Form 10-K.

This Form 10-Q 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 our 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. Any such forward-looking statements are qualified by the important risk factors described in Part I, Item 1A of our 2017 Form 10-K or disclosed from time to time in our filings with the SEC, that could cause actual results to differ materially from those predicted by the forward-looking statements. Forward-looking statements relate to the date initially made, and we undertake no obligation to update them.

Effective April 18, 2019, in connection with our entry into the Commercial Agreement with Amazon, we issued a warrant (the “Warrant”) to an affiliate of Amazon, to purchase up to an aggregate of 1,747,441 shares (the “Warrant Shares”) of our common stock. The Warrant vests with respect to 349,489 Warrant Shares on January 15, 2020 and with respect to 349,488 Warrant Shares on each of the first, second, third, and fourth anniversaries of such date, provided that any unvested portion of the Warrant will not ~~sell any securities during~~vest subsequent to the ~~quarter ended November 3, 2018, which were~~termination or non-renewal of the Commercial Agreement in accordance with its terms if no substitute written returns arrangement is entered into between the parties. Upon vesting, the Warrant Shares may be acquired at an exercise price of $69.68 subject to certain customary anti-dilution provisions. The right to purchase Warrant Shares expires on April 18, 2026.

The issuance of the Warrant and the Warrant Shares has not been registered under the Securities Act of 1933 ~~as amended.~~(the “Securities Act”) or under any state securities law. We believe that the transaction is exempt from registration pursuant to Section 4(a)(2) of the Securities Act. Amazon acknowledged its intention to acquire the Warrant and Warrant Shares for investment only and not with a view toward its distribution, and appropriate legends will be affixed to the Warrant and the Warrant Shares.

The following table contains information for shares of common stock repurchased and shares acquired from employees in lieu of amounts required to satisfy minimum tax withholding requirements upon the vesting of the employees’ stock-based compensation during the three fiscal months ended ~~November 3, 2018:~~May 4, 2019:

(Dollars in Millions)
Total Number
of Shares
Purchased
Average
Price
Paid Per
Share
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
August 5 - September 1, 2018

409,837

$
77.04

382,828

$
1,408

September 2 - October 6, 2018

636,828

77.04

559,120

1,364

October 7 - November 3, 2018

523,364

73.15

518,400

1,327

Total

1,570,029

$
75.72

1,460,348

$
1,327

(Dollars in Millions)	Total Number of Shares Purchased		Average Price Paid Per Share		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
February 3 - March 2, 2019		612,411	$	66.28		603,237	$	1,163
March 3 - April 6, 2019		1,022,044		68.86		669,352		1,117
April 7 - May 4, 2019		486,042		71.05		485,334		1,082
Total		2,120,497	$	68.82		1,757,923	$	1,082

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, thereunto duly authorized.


Wisconsin		39-1630919
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin		53051
(Address of principal executive offices)		(Zip Code)

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	Consolidated Statements of Changes in Shareholders' Equity	5
	Consolidated Statements of Cash Flows	76
	Notes to Consolidated Financial Statements	87
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1920
Item 4.	Controls and Procedures	1920

PART II	OTHER INFORMATION
Item 1A.	Risk Factors	2021
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2021
Item 6.	Exhibits	22
Signatures		23

Standard	Description	Effect on our Financial Statements
~~Leases~~ ~~(ASC Topic 842)~~ ~~Issued February 2016~~ ~~Effective Q1 2019~~	Among other things, the new standard requires us to recognize a right-of-use asset and a lease liability on our balance sheet for each lease. It also changes the presentation and timing of lease-related expenses.	Approximately 5% of our store leases and all of our land leases are not currently recorded on our balance sheet. Recording right-of-use assets and lease liabilities for these and other non-store leases is expected to have a material impact on our balance sheet. We are also evaluating the impact that recording right-of-use assets and lease liabilities will have on our income statement and the financial statement impact that the standard will have on leases which are currently recorded on our balance sheet.
Cloud Computing (ASU 2018-15) Issued August 2018 Effective Q1 2020	Under the new standard, implementation costs related to a cloud computing arrangement will be deferred or expensed as incurred, in accordance with the existing internal-use software guidance for similar costs. The new standard also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense.	We are evaluating the impact of the new standard, but believe it is generally consistent with our current accounting for cloud computing arrangements and will not have a material impact on our financials.

(Dollars in Millions)
Assets
Property and equipment, net	$	(174	)	(a)
Operating leases		2,446		(b)
Other assets		(32	)	(c)
Total assets	$	2,240

Liabilities and Shareholders' Equity
Finance leases and financing obligations	$	(237	)	(a)
Operating leases		2,771		(b)
Accrued and other liabilities		(413	)	(c)
Deferred taxes		31		(d)
Shareholders' equity		88		(d)
Total liabilities and shareholders' equity	$	2,240

(Dollars in Millions)	Operating Leases			Finance Leases			Total
May 2019 - April 2020	$	301		$	157		$	458
May 2020 - April 2021		307			155			462
May 2021 - April 2022		298			133			431
May 2022 - April 2023		283			117			400
May 2023 - April 2024		264			104			368
May 2024 and after		3,525			1,608			5,133
Total lease payments		4,978			2,274			7,252
Amount representing interest		(2,140	)		(1,483	)		(3,623	)
Lease liabilities	$	2,838		$	791		$	3,629

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

	Three Months Ended October 28, 2017
	Common Stock						Treasury Stock						Accumulated Other Comprehensive Loss
(Dollars in Millions, Except per Share Data)	Shares		Amount		Paid-In Capital		Shares			Amount			Accumulated Other Comprehensive Loss			Retained Earnings			Total
Balance at July 29, 2017 (previously reported)		372	$	4	$	3,026		(203	)	$	(10,596	)	$	(12	)	$	12,606		$	5,028
Change in accounting standard (a)		—		—		—		—			—			—			(7	)		(7	)
Balance at July 29, 2017 (as adjusted)		372	$	4	$	3,026		(203	)	$	(10,596	)	$	(12	)	$	12,599		$	5,021
Comprehensive income		—		—		—		—			—			—			117			117
Stock options and awards, net of tax		1		—		13		—			—			—			—			13
Dividends paid ($0.55 per common share)		—		—		—		—			1			—			(92	)		(91	)
Treasury stock purchases		—		—		—		(2	)		(38	)		—			—			(38	)
Balance at October 28, 2017		373	$	4	$	3,039		(205	)	$	(10,633	)	$	(12	)	$	12,624		$	5,022

	Nine Months Ended November 3, 2018
	Common Stock						Treasury Stock						Accumulated Other Comprehensive Loss
(Dollars in Millions, Except per Share Data)	Shares		Amount		Paid-In Capital		Shares			Amount			Accumulated Other Comprehensive Loss			Retained Earnings			Total
Balance at February 3, 2018 (previously reported)		373	$	4	$	3,078		(205	)	$	(10,651	)	$	(11	)	$	13,006		$	5,426
Change in accounting standard (a)		—		—		—		—			—			—			(7	)		(7	)
Balance at February 3, 2018 (as adjusted)		373	$	4	$	3,078		(205	)	$	(10,651	)	$	(11	)	$	12,999		$	5,419
Comprehensive income		—		—		—		—			—			3			529			532
Stock options and awards, net of tax		1		—		107		—			(29	)		—			—			78
Dividends paid ($1.83 per common share)		—		—		—		—			3			—			(304	)		(301	)
Treasury stock purchases		—		—		—		(4	)		(275	)		—			—			(275	)
Balance at November 3, 2018		374	$	4	$	3,185		(209	)	$	(10,952	)	$	(8	)	$	13,224		$	5,453

	Nine Months Ended October 28, 2017
	Common Stock						Treasury Stock						Accumulated Other Comprehensive Loss
(Dollars in Millions, Except per Share Data)	Shares		Amount		Paid-In Capital		Shares			Amount			Accumulated Other Comprehensive Loss			Retained Earnings			Total
Balance at January 28, 2017 (previously reported)	371		$	4	$	3,003		(197	)	$	(10,338	)	$	(14	)	$	12,522		$	5,177
Change in accounting standard (a)		—		—		—		—			—			—			(7	)		(7	)
Balance at January 28, 2017 (as adjusted)	371		$	4	$	3,003		(197	)	$	(10,338	)	$	(14	)	$	12,515		$	5,170
Comprehensive income		—		—		—		—			—			2			391			393
Stock options and awards, net of tax		2		—		36		—			(12	)		—			—			24
Dividends paid ($1.65 per common share)		—		—		—		—			5			—			(282	)		(277	)
Treasury stock purchases		—		—		—		(8	)		(288	)		—			—			(288	)
Balance at October 28, 2017		373	$	4	$	3,039		(205	)	$	(10,633	)	$	(12	)	$	12,624		$	5,022

Three Months Ended October 28, 2017 (Dollars in Millions, Except per Share Data)	As Previously Reported		New Standard Adjustment			Adjusted
Net sales	$	4,332	$	(20	)	$	4,312
Other revenue				255			255
Total revenue				235			4,567
Cost of merchandise sold		2,737		(10	)		2,727
Gross margin		1,595
Operating expenses:
Selling, general and administrative		1,095		245			1,340
Depreciation and amortization		243		-			243
Operating income		257		-			257
Interest expense, net		74		-			74
Income before income taxes		183		-			183
Provision for income taxes		66		-			66
Net income	$	117	$	-		$	117
Net income per share:
Basic	$	0.70	$	-		$	0.70
Diluted	$	0.70	$	-		$	0.70

October 28, 2017 (Dollars in Millions)	As Previously Reported		New Standard Adjustment			Adjusted
Assets
Current assets:
Cash and cash equivalents	$	736	$	-		$	736
Merchandise inventories		4,632		-			4,632
Other		332		47			379
Total current assets		5,700		47			5,747
Property and equipment, net		7,974		-			7,974
Other assets		226		-			226
Total assets	$	13,900	$	47		$	13,947

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	2,113	$	-		$	2,113
Accrued liabilities		1,237		57			1,294
Income taxes payable		24		-			24
Current portion of capital lease and financing obligations		131		-			131
Total current liabilities		3,505		57			3,562
Long-term debt		2,796		-			2,796
Capital lease and financing obligations		1,622		-			1,622
Deferred income taxes		275		(3	)		272
Other long-term liabilities		673		-			673
Total shareholders’ equity		5,029		(7	)		5,022
Total liabilities and shareholders’ equity	$	13,900	$	47		$	13,947

February 3, 2018 (Dollars in Millions)	As Previously Reported		New Standard Adjustment			Adjusted
Assets
Current assets:
Cash and cash equivalents	$	1,308	$	-		$	1,308
Merchandise inventories		3,542		-			3,542
Other		481		49			530
Total current assets		5,331		49			5,380
Property and equipment, net		7,773		-			7,773
Other assets		236		-			236
Total assets	$	13,340	$	49		$	13,389

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	1,271	$	-		$	1,271
Accrued liabilities		1,155		58			1,213
Income taxes payable		99		-			99
Current portion of capital lease and financing obligations		126		-			126
Total current liabilities		2,651		58			2,709
Long-term debt		2,797		-			2,797
Capital lease and financing obligations		1,591		-			1,591
Deferred income taxes		213		(2	)		211
Other long-term liabilities		662		-			662
Total shareholders’ equity		5,426		(7	)		5,419
Total liabilities and shareholders’ equity	$	13,340	$	49		$	13,389

(Dollars in Millions)
Balance - February 3, 2018	$	87
Payments, reversals and additions		(13	)
Balance - November 3, 2018	$	74

	May 4, 2019
Weighted-average remaining term (years)
Operating leases		20
Finance leases		17
Weighted-average discount rate
Operating leases		6	%
Finance leases		12	%

	Quarter ended
(Dollars In Millions)	May, 4, 2019
Marketing	$	15
Store expenses		5
Technology		4
Credit expenses		(4	)
Corporate and other		(4	)
Total increase	$	16


Exhibit	Description
~~10.1~~4.1	~~Non-Employee Director Compensation Program.~~Warrant to Purchase Common Stock, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated April 18, 2019
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	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

	Kohl’s Corporation (Registrant)

Date: ~~December~~June 7, ~~2018~~2019	/s/ Bruce Besanko
	Bruce Besanko On behalf of the Registrant and as Chief Financial Officer (Principal Financial Officer)