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.

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).

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~August~~May 28, ~~2020~~2021 Common Stock, Par Value $0.01 per Share, ~~157,775,065~~156,233,049 shares outstanding.

(Dollars in Millions)	August 1, 2020			February 1, 2020			August 3, 2019			May 1, 2021			January 30, 2021			May 2, 2020
Assets
Current assets:
Cash and cash equivalents	$	2,428		$	723		$	625		$	1,609		$	2,271		$	2,039
Merchandise inventories		2,698			3,537			3,656			2,667			2,590			3,557
Income tax receivable		205			15			16
Other		357			374			381			919			974			574
Total current assets		5,688			4,649			4,678			5,195			5,835			6,170
Property and equipment, net		6,970			7,352			7,276			6,653			6,689			7,169
Operating leases		2,418			2,391			2,428			2,392			2,398			2,373
Other assets		159			163			160			449			415			157
Total assets	$	15,235		$	14,555		$	14,542		$	14,689		$	15,337		$	15,869

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	1,064		$	1,206		$	1,330		$	1,378		$	1,476		$	1,866
Accrued liabilities		1,130			1,233			1,199			1,289			1,270			1,138
Income taxes payable		86			48			34
Current portion of:
Finance lease and financing obligations		126			124			119			112			115			124
Operating leases		160			158			158			159			161			159
Total current liabilities		2,566			2,769			2,840			2,938			3,022			3,287
Long-term debt		3,450			1,856			1,855			1,909			2,451			3,449
Finance lease and financing obligations		1,356			1,367			1,270			1,473			1,387			1,351
Operating leases		2,637			2,619			2,647			2,620			2,625			2,605
Deferred income taxes		122			260			254			242			302			165
Other long-term liabilities		267			234			221			390			354			222
Shareholders’ equity:
Common stock		4			4			4			4			4			4
Paid-in capital		3,290			3,272			3,236			3,333			3,319			3,289
Treasury stock, at cost		(11,594	)		(11,571	)		(11,353	)		(11,663	)		(11,595	)		(11,593	)
Retained earnings		13,137			13,745			13,568			13,443			13,468			13,090
Total shareholders’ equity	$	4,837		$	5,450		$	5,455		$	5,117		$	5,196		$	4,790
Total liabilities and shareholders’ equity	$	15,235		$	14,555		$	14,542		$	14,689		$	15,337		$	15,869

	Three Months Ended					Six Months Ended					Quarter Ended
(Dollars in Millions, Except per Share Data)	August 1, 2020			August 3, 2019		August 1, 2020			August 3, 2019		May 1, 2021			May 2, 2020
Net sales	$	3,213		$	4,169	$	5,373		$	7,990	$	3,662		$	2,160
Other revenue		194			261		462			527		225			268
Total revenue		3,407			4,430		5,835			8,517		3,887			2,428
Cost of merchandise sold		2,149			2,550		3,936			4,965		2,233			1,787
Operating expenses:
Selling, general, and administrative		1,050			1,269		2,116			2,544		1,170			1,066
Depreciation and amortization		219			228		446			458		211			227
Impairments, store closing, and other costs		(2	)		7		64			56		—			66
(Gain) on sale of real estate		(127	)	—			(127	)	—
Operating income (loss)		118			376		(600	)		494		273			(718	)
Interest expense, net		78			53		136			105		67			58
Loss on extinguishment of debt												201			—
Income (loss) before income taxes		40			323		(736	)		389		5			(776	)
(Benefit) provision for income taxes		(7	)		82		(242	)		86
(Benefit) from income taxes												(9	)		(235	)
Net income (loss)	$	47		$	241	$	(494	)	$	303	$	14		$	(541	)
Net income (loss) per share:
Basic	$	0.31		$	1.52	$	(3.21	)	$	1.90	$	0.09		$	(3.52	)
Diluted	$	0.30		$	1.51	$	(3.21	)	$	1.89	$	0.09		$	(3.52	)

Three Months Ended
Six Months Ended
(Dollars in Millions, Except per Share Data)
August 1,
2020
August 3,
2019
August 1, 2020
August 3,
2019
Common stock

Balance, beginning of period
$
4

$
4

$
4

$
4

Stock-based awards

—

—

—

—

Balance, end of period
$
4

$
4

$
4

$
4

Paid-in capital

Balance, beginning of period
$
3,289

$
3,223

$
3,272

$
3,204

Stock-based awards

1

13

18

32

Balance, end of period
$
3,290

$
3,236

$
3,290

$
3,236

Treasury stock, at cost

Balance, beginning of period
$
(11,593
)
$
(11,221
)
$
(11,571
)
$
(11,076
)
Treasury stock purchases

—

(133
)

(8
)

(254
)
Stock-based awards

(1
)

(2
)

(21
)

(27
)
Dividends paid

—

3

6

4

Balance, end of period
$
(11,594
)
$
(11,353
)
$
(11,594
)
$
(11,353
)

Retained earnings

Balance, beginning of period
$
13,090

$
13,436

$
13,745

$
13,395

Change in accounting standard (a)

—

—

—

88

Net income (loss)

47

241

(494
)

303

Dividends paid

—

(109
)

(114
)

(218
)
Balance, end of period
$
13,137

$
13,568

$
13,137

$
13,568

Total shareholders' equity, end of period
$
4,837

$
5,455

$
4,837

$
5,455

Common stock

Shares, beginning of period

377

375

375

374

Stock-based awards

—

—

2

1

Shares, end of period

377

375

377

375

Treasury stock

Shares, beginning of period

(219
)

(213
)

(219
)

(211
)
Treasury stock purchases

—

(2
)

—

(4
)
Shares, end of period

(219
)

(215
)

(219
)

(215
)
Total shares outstanding, end of period

158

160

158

160

Dividends paid per common share
$
—

$
0.67

$
0.704

$
1.34

~~(a)~~

~~Adoption of new lease accounting standard in 2019.~~

	Quarter Ended
(Dollars in Millions, Except per Share Data)	May 1, 2021			May 2, 2020
Common stock
Balance, beginning of period	$	4		$	4
Stock-based awards		—			—
Balance, end of period	$	4		$	4

Paid-in capital
Balance, beginning of period	$	3,319		$	3,272
Stock-based awards		14			17
Balance, end of period	$	3,333		$	3,289

Treasury stock, at cost
Balance, beginning of period	$	(11,595	)		(11,571	)
Treasury stock purchases		(46	)		(8	)
Stock-based awards		(22	)		(20	)
Dividends paid		—			6
Balance, end of period	$	(11,663	)	$	(11,593	)

Retained earnings
Balance, beginning of period	$	13,468		$	13,745
Net income (loss)		14			(541	)
Dividends paid		(39	)		(114	)
Balance, end of period	$	13,443		$	13,090

Total shareholders' equity, end of period	$	5,117		$	4,790

Common stock
Shares, beginning of period		377			375
Stock-based awards		—			2
Shares, end of period		377			377
Treasury stock
Shares, beginning of period		(219	)		(219	)
Treasury stock purchases		(1	)		—
Shares, end of period		(220	)		(219	)
Total shares outstanding, end of period		157			158

Dividends paid per common share	$	0.25		$	0.704

	Six Months Ended						Quarter Ended
(Dollars in Millions)	August 1, 2020			August 3, 2019			May 1, 2021			May 2, 2020
Operating activities
Net (loss) income	$	(494	)	$	303
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net income (loss)							$	14		$	(541	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		446			458			211			227
Share-based compensation		14			27			12			15
Deferred income taxes		(132	)		41			(65	)		(91	)
Impairments, store closing, and other costs		48			45			—			51
(Gain) on sale of real estate		(127	)		—
Loss on extinguishment of debt								201			—
Non-cash inventory costs		187			—			—			187
Non-cash lease expense		74			75			38			37
Other non-cash expense		10			3			7			5
Changes in operating assets and liabilities:
Merchandise inventories		656			(175	)		(75	)		(205	)
Other current and long-term assets		20			29			31			(180	)
Accounts payable		(142	)		143			(99	)		660
Accrued and other long-term liabilities		(23	)		(177	)		42			(78	)
Income taxes		(151	)		(8	)
Operating lease liabilities		(82	)		(88	)		(39	)		(34	)
Net cash provided by operating activities		304			676			278			53
Investing activities
Acquisition of property and equipment		(196	)		(439	)		(59	)		(162	)
Proceeds from sale of real estate		193			—			2			—
Net cash used in investing activities		(3	)		(439	)		(57	)		(162	)
Financing activities
Proceeds from issuance of debt		2,097			—			500			2,097
Deferred financing costs		(19	)		—			(5	)		(19	)
Treasury stock purchases		(8	)		(254	)		(46	)		(8	)
Shares withheld for taxes on vested restricted shares		(20	)		(27	)		(22	)		(20	)
Dividends paid		(108	)		(214	)		(39	)		(108	)
Reduction of long-term borrowings		(497	)		(6	)		(1,044	)		(497	)
Premium paid on redemption of debt								(192	)		—
Finance lease and financing obligation payments		(44	)		(60	)		(33	)		(23	)
Proceeds from stock option exercises		—			2			1			—
Proceeds from financing obligations		3			13			—			3
Net cash provided by (used in) financing activities		1,404			(546	)
Net increase (decrease) in cash and cash equivalents		1,705			(309	)
Other								(3	)		—
Net cash (used in) provided by financing activities								(883	)		1,425
Net (decrease) increase in cash and cash equivalents								(662	)		1,316
Cash and cash equivalents at beginning of period		723			934			2,271			723
Cash and cash equivalents at end of period	$	2,428		$	625		$	1,609		$	2,039
Supplemental information
Interest paid, net of capitalized interest	$	108		$	105		$	59		$	39
Income taxes paid		137			77			5			1
Property and equipment acquired through:
Finance lease liabilities		56			73			106			8
Operating lease liabilities		103			67			30			20

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 1, 2020~~January 30, 2021 (Commission File No. 1-11084) as filed with the Securities and Exchange Commission.

Due to the seasonality of the business of Kohl’s Corporation (the “Company,” “Kohl’s,” “we,” “our,” or “us”) and the uncertainty surrounding the financial impact of the novel coronavirus (“COVID-19”) pandemic, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

The accounting policies the Company follows are set forth in its most recently filed Annual Report on Form 10-K. There have been no material changes to these accounting policies except as discussed below.

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

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

A sale leaseback was completed during the quarter ended August 1, 2020 for our San Bernardino E-commerce fulfillment and distribution center. The properties were sold for $195 million and generated net proceeds of $193 million after fees. A gain of $127 million was recognized during the second quarter of 2020 and is recorded in Gain on sale of real estate. An initial operating lease liability and a corresponding right of use asset of $84 million were recorded for these leased locations.

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

~~In the first quarter of 2020, as a result of the COVID-19 pandemic and store closures, we recorded a reserve of~~ ~~$163 million~~ ~~for excess seasonal inventory where the expected selling price was less than cost for the quarter ended May 2, 2020.~~ ~~NaN~~ ~~reserve was required for the quarter ended August 1, 2020 or August 3, 2019.~~

All property and equipment and other long-lived assets are reviewed for potential impairment at least annually or when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than the carrying value of the assets. A potential impairment has occurred if projected future undiscounted cash flows are less than the carrying value of the assets. Given the substantial reduction in our sales and the reduced cash flow projections as a result of the store closures due to the COVID-19 pandemic, we determined that a triggering event occurred in the first quarter of 2020 and an impairment assessment was warranted for certain stores and other long lived assets. Based on this assessment, we recorded impairment charges of $51 million in the first quarter of 2020 in Impairments, store closing, and other costs. In connection with the closure of 4 stores in the first quarter of 2019, we recorded impairment charges of $49 million in the first quarter of 2019 in Impairments, store closing, and other costs. We recorded impairment charges of $10 million in the second quarter of 2019 related to the closure of our 4 Off-Aisle clearance centers in Impairments, store closing, and other costs.

In the second quarter of 2020, we recorded an impairment charge of $2 million related to assets held for sale in Impairments, store closing and other costs. As of August 1, 2020, we had assets held for sale of $22 million.

The following table summarizes changes in the restructuring reserve during the ~~six months~~quarter ended ~~August~~May 1, ~~2020:~~2021:

Charges related to corporate restructuring efforts are recorded in Impairments, store closing, and other costs.

WeDuring the quarter ended May 1, 2021, we adopted the new accounting standard on simplifying the accounting for ~~expected credit losses~~income taxes (ASU ~~2016-13), effective~~ ~~at the beginning of fiscal~~ ~~2020. We applied the new principle using a~~2019-12). The transition method (retrospective, modified retrospective, ~~approach.~~or prospective basis) related to the amendments depends on the applicable guidance, and all amendments for which there is no transition guidance specified are to be applied on a prospective basis. There was no material impact on our financial statements due to adoption of the new standard.

~~We adopted the new accounting standard on recognizing implementation costs related to a cloud computing arrangement (ASU 2018-15), effective at the beginning of fiscal 2020. We applied the new principle using a prospective approach. There was no material impact on our financial statements due to adoption of the new standard.~~

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

	Three Months Ended				Six Months Ended				Quarter Ended
(Dollars in Millions)	August 1, 2020		August 3, 2019		August 1, 2020		August 3, 2019		May 1, 2021		May 2, 2020
Women's	$	951	$	1,377	$	1,544	$	2,601	$	1,117	$	593
Men’s										687		363
Home		657		575		1,140		1,147		634		483
Men’s		598		890		961		1,639
Children's		395		459		664		916		468		269
Footwear		337		452		570		873		388		233
Accessories		275		416		494		814		368		219
Net Sales	$	3,213	$	4,169	$	5,373	$	7,990	$	3,662	$	2,160

Unredeemed gift cards and merchandise return card liabilities totaled ~~$283~~$298 million as of ~~August~~May 1, ~~2020, $334~~2021, $339 million as of ~~February 1, 2020,~~January 30, 2021, and ~~$258~~$301 million as of ~~August 3, 2019.~~May 2, 2020. Revenue of ~~$100~~$74 million was recognized during the current year from the ~~February 1, 2020~~January 30, 2021 ending balance.

Long-term debt, which includes draws on the revolving credit facility, consists of the following unsecured and secured senior debt:

	Effective Rate		Coupon Rate		Outstanding															Outstanding
Maturity (Dollars in Millions)	Effective Rate		Coupon Rate		August 1, 2020			February 1, 2020			August 3, 2019			Effective Rate			Coupon Rate			May 1, 2021			January 30, 2021			May 2, 2020
2023	3.25	%	3.25	%	$	350		$	350		$	350			3.25	%		3.25	%	$	164		$	350		$	350
2023	4.78	%	4.75	%		184			184			184			4.78	%		4.75	%		111			184			184
2025	9.50	%	9.50	%		600			—			—			9.50	%		9.50	%		113			600			600
2025	4.25	%	4.25	%		650			650			650			4.25	%		4.25	%		353			650			650
2029	7.36	%	7.25	%		42			42			42			7.36	%		7.25	%		42			42			42
2031															3.40	%		3.38	%		500		—			—
2033	6.05	%	6.00	%		113			113			113			6.05	%		6.00	%		112			113			113
2037	6.89	%	6.88	%		101			101			101			6.89	%		6.88	%		101			101			101
2045	5.57	%	5.55	%		427			427			427			5.57	%		5.55	%		427			427			427
Outstanding unsecured senior debt						2,467			1,867			1,867									1,923			2,467			2,467
Unamortized debt discounts and deferred financing costs						(17	)		(11	)		(12	)								(14	)		(16	)		(18	)
Unsecured senior debt						2,450			1,856			1,855									1,909			2,451			2,449
Effective interest rate						5.90	%		4.74	%		4.74	%								4.89	%		5.90	%		5.90	%
Secured senior debt						1,000			—			—									—			—			1,000
Total long-term debt					$	3,450		$	1,856		$	1,855								$	1,909		$	2,451		$	3,449

Our unsecured senior long-term debt is classified as Level 1, financial instruments with unadjusted, quoted prices listed on active market exchanges. The estimated fair value of our unsecured senior debt was ~~$2.5~~$2.1 billion at ~~August~~May 1, ~~2020, $2.0~~2021, $2.8 billion at ~~February 1, 2020,~~January 30, 2021 and ~~$1.9~~$2.2 billion at ~~August 3, 2019.~~May 2, 2020.

In March 2020, we fully drew down our $1.0 billion senior unsecured revolver. In April 2020, we replaced and upsized the unsecured credit facility with a $1.5 billion senior secured, asset based revolving credit facility maturing in July 2024. ~~The revolver is secured by substantially all of our assets other than real estate,~~ and contains customary events of default and financial, affirmative, and negative covenants, including but not limited to, a springing financial covenant related to our fixed charge coverage ratio and restrictions on indebtedness, liens, investments, asset dispositions, and restricted payments, including a restriction on dividends in 2020 if our outstanding borrowings under the credit facility exceed $1.0 billion. At August 1, 2020, $1.0 billion was outstanding on the credit facility bearing an effective interest rate of 3.41%. Outstanding borrowings under the credit facility bear interest at a variable rate based on LIBOR plus the applicable margin. NaN borrowing amounts were outstanding on the credit facility in place as of ~~February~~May 1, 2021 or January 30, 2021. At May 2, 2020, ~~or August 3, 2019.~~$1.0 billion was outstanding on the credit facility.

In ~~April 2020,~~March 2021, we issued ~~$600~~$500 million in aggregate principal amount of ~~9.50%~~3.375% notes with semi-annual interest payments beginning in November ~~2020.~~2021. The notes include coupon rate step ups if our long-term debt is downgraded to below a BBB- credit rating by S&P Global Ratings or Baa3 by Moody’s Investors Service, ~~Inc~~. Inc. The notes mature in May ~~2025.~~2031. Proceeds of the issuance and cash on hand were used to pay the principal, premium, and accrued interest of the notes which were purchased as part of the cash tender offer in April 2021.

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

The following table summarizes our stock-based awards activity for the ~~six months~~quarter ended ~~August~~May 1, ~~2020:~~2021:

	Stock Options					Nonvested Stock Awards					Performance Share Units					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		Shares			Weighted Average Exercise Price		Shares			Weighted Average Grant Date Fair Value		Units			Weighted Average Grant Date Fair Value
Balance - February 1, 2020		87		$	51.78		2,312		$	56.24		1,274		$	61.55
Balance - January 30, 2021																	36		$	52.15		3,451		$	32.09		1,037		$	49.95
Granted		—			—		2,467			20.09		735			21.12		—			—		546			57.16		197			59.62
Exercised/vested		—			—		(868	)		54.29		(826	)		42.72		(11	)		55.20		(838	)		35.87		(211	)		72.21
Forfeited/expired		(33	)		51.07		(202	)		48.40		(25	)		73.55		(1	)		51.27		(78	)		30.95		(33	)		30.42
Balance - August 1, 2020		54		$	52.22		3,709		$	33.06		1,158		$	49.03
Balance - May 1, 2021																	24		$	50.86		3,081		$	35.54		990		$	47.78

In 2019, we granted 1,747,441 of stock ~~warrants~~.warrants. The total vested and unvested warrants as of ~~August~~May 1, ~~2020~~2021 were ~~349,489~~698,977 and ~~1,397,952,~~1,048,464, respectively.

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.

The first quarter of 2021 resulted in a net benefit for income taxes driven by the recognition of favorable tax items. The net benefit, when compared to a low GAAP income, results in a large negative tax rate. The effective income tax rate from the first quarter of 2020 was driven by the net loss in the first quarter of 2020 due to the temporary closure of our stores and the benefit of the net loss carryback to years with a federal statutory tax rate of 35%.

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

The information required to compute basic and diluted Net income (loss) per share is as follows:

	Three Months Ended				Six Months Ended					Quarter Ended
(Dollar and Shares in Millions, Except per Share Data)	August 1, 2020		August 3, 2019		August 1, 2020			August 3, 2019		May 1, 2021		May 2, 2020
Numerator—Net income (loss)	$	47	$	241	$	(494	)	$	303	$	14	$	(541	)
Denominator—Weighted-average shares:
Basic		154		159		154			160		154		154
Dilutive impact		1		—		—			1		2		—
Diluted		155		159		154			161		156		154
Net income (loss) per share:
Basic	$	0.31	$	1.52	$	(3.21	)	$	1.90	$	0.09	$	(3.52	)
Diluted	$	0.30	$	1.51	$	(3.21	)	$	1.89	$	0.09	$	(3.52	)

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

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 ~~second quarter” are for the three fiscal months (13 weeks) ended August 1, 2020 or August 3, 2019.~~ ~~References to “year to date” and “first half” are for the six fiscal months (26 weeks) ended August 1, 2020 or August 3, 2019. References to “the~~ first quarter” are forthe three fiscal months (13 weeks) ended May ~~2, 2020~~1, 2021 or May ~~4, 2019.~~2, 2020.

This Form 10-Q contains ~~"forward-looking statements"~~“forward-looking statements” made within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "believes," ~~“anticipates,” “plans,”~~"anticipates," "plans," "may," "intends," "will," "should," ~~“expects,”~~"expects," and similar expressions are intended to identify forward-looking statements. Forward-looking statements ~~may~~ include ~~comments~~the information under “2021 Outlook,” as well as statements 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 and the competitive environment, including statements relating to the ongoing implications of COVID-19.~~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 ~~2019~~2020 Form 10-K ~~Part II Item 1A of our first quarter 2020 Form 10-Q,~~ 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.

As of ~~August~~May 1, ~~2020,~~2021, we operated ~~1,163~~1,162 Kohl's stores, a website (www.Kohls.com), and 12 FILA outlets. Our Kohl's stores and website sell moderately-priced ~~proprietary~~private and national brand apparel, footwear, accessories, beauty, and home products. Our Kohl's stores generally carry a consistent merchandise assortment with some differences attributable to local preferences. Our website includes merchandise which is available in our stores, as well as merchandise that is available only online.

As discussed in our ~~2019~~2020 Form 10-K, the World Health Organization declared the outbreak of COVID-19 as a pandemic in March 2020. Subsequently, COVID-19 has continued to spread throughout the United States. As a result, the President of the United States declared a national emergency. Federal, state, and local governing bodies mandated various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories, and quarantining of people who may have been exposed to the virus. The response to the COVID-19 pandemic has negatively affected the global economy, disrupted global supply chains, and created significant disruption in the financial and retail markets, including a decrease in consumer demand for our merchandise.

~~The COVID-19 pandemic has~~ had ~~and will likely continue to have,~~ significant adverse effects on our ~~business including, but not limited to~~business. We are closely monitoring the ~~following:~~

~~The chart below details costs that we believe are directly attributable to COVID-19:~~

~~In response to~~effects of the ongoing COVID-19 ~~we have taken the following actions to preserve financial liquidity~~pandemic and ~~flexibility during the first half of 2020~~:

its continued impact on our business. We cannot estimate with certainty the length or severity of this pandemic, or the extent to which the disruption may materially impact our Consolidated Financial Statements. ~~However,~~During the first quarter of 2021, we ~~do expect the impact to continue to have a material adverse effect on~~did see momentum in our business ~~financial condition,~~returning to pre-pandemic levels which allowed us to resume our capital allocation strategy including reinstating dividends, resuming our share repurchase program, and ~~results~~employing liability management strategies.

In 2020, the Company announced a new strategic framework with a vision to be “the most trusted retailer of choice for the ~~full year 2020.~~active and casual lifestyle.” This strategy is designed to create long-term shareholder value and has four key focus areas: driving top line growth, expanding operating margin, maintaining disciplined capital management, and sustaining an agile, accountable, and inclusive culture.

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

	Three Months Ended							Six Months Ended							Quarter Ended
(Dollars in Millions)	August 1, 2020		August 3, 2019		Change			August 1, 2020		August 3, 2019		Change			May 1, 2021		May 2, 2020		Change
Net sales	$	3,213	$	4,169	$	(956	)	$	5,373	$	7,990	$	(2,617	)	$	3,662	$	2,160	$	1,502
Other revenue		194		261		(67	)		462		527		(65	)		225		268		(43	)
Total revenue	$	3,407	$	4,430	$	(1,023	)	$	5,835	$	8,517	$	(2,682	)	$	3,887	$	2,428	$	1,459

Net sales ~~declined 22.9%~~increased 69.5% for the ~~second~~first quarter of ~~2020 and 32.8% for year~~2021 compared to ~~date~~the first quarter of 2020.

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

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

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

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

The ~~decreases~~decrease in Other revenue of ~~$67~~$43 million for the ~~second~~first quarter of ~~2020 and $65 million for year to date 2020 were~~2021 was driven by ~~lower~~a decline in credit revenue due to lower accounts receivable balances associated with ~~lower sales.~~a decrease in sales in 2020 as well as a higher payment rate resulting in less interest, late fees, and write-off activity.

	Three Months Ended										Six Months Ended										Quarter Ended
(Dollars in Millions)	August 1, 2020			August 3, 2019			Change				August 1, 2020			August 3, 2019			Change				May 1, 2021			May 2, 2020			Change
Net sales	$	3,213		$	4,169		$	(956	)		$	5,373		$	7,990		$	(2,617	)		$	3,662		$	2,160		$	1,502
Cost of merchandise sold		2,149			2,550			(401	)			3,936			4,965			(1,029	)			2,233			1,787			446
Gross margin	$	1,064		$	1,619		$	(555	)		$	1,437		$	3,025		$	(1,588	)		$	1,429		$	373		$	1,056
Gross margin as a percent of net sales		33.1	%		38.8	%		(569	)	bps		26.8	%		37.9	%		(1,109	)	bps		39.0	%		17.3	%		2,173	bps

Cost of merchandise sold includes the total cost of products sold, including product development costs, net of vendor payments other than reimbursement of specific, incremental, and identifiable costs; inventory shrink; markdowns; freight expenses associated with moving merchandise from our vendors to our distribution centers; shipping expenses for digital sales; ~~and~~ terms cash ~~discount.~~discount; and depreciation of product development facilities and equipment. 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.

InGross margin as a percent of sales was 39%, increasing 2,173 bps from the ~~second quarter, the decrease in~~COVID-19 impacted gross margin as a percent of ~~net~~ sales ~~was driven by approximately 295 bps due to mix~~ of business and increased promotional activity as well as approximately 275 bps due to higher shipping costs due to increased digital sales penetration. Year to date, the decrease was driven by approximately 275 bps due to the mix of business and increased promotional activity, approximately 265 bps due to higher shipping costs, as well as approximately 550 bps due to the inventory actions taken17.3% in the first quarter of 2020. The increase was driven by pricing and promotion optimization, strong inventory management resulting in less permanent markdowns, and decreased shipping costs due to the decrease in digital sales penetration. Gross margin in the first quarter of 2020 was negatively impacted by $187 million of inventory related charges, including a $163 million reserve required to address excess seasonal inventory as our stores were closed.

Gross margin benefited from a favorable industry backdrop which provided for a greater percentage of full price selling. While we expect some of the industry tailwinds to ease as inventory rebuilds, we remain confident in our ability to further enhance our margin structure through our strategic initiatives. We are monitoring cost headwinds related to industry-wide supply chain disruptions. We have navigated the challenges to date, but acknowledge there still remains a lot of uncertainty as we look to the balance of the year.

	Three Months Ended										Six Months Ended										Quarter Ended
(Dollars in Millions)	August 1, 2020			August 3, 2019			Change				August 1, 2020			August 3, 2019			Change				May 1, 2021			May 2, 2020			Change
SG&A	$	1,050		$	1,269		$	(219	)		$	2,116		$	2,544		$	(428	)		$	1,170		$	1,066		$	104
As a percent of total revenue		30.8	%		28.6	%		217		bps		36.3	%		29.9	%		639		bps		30.1	%		43.9	%		(1,379	)	bps

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

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

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

	Three Months Ended			Six Months Ended			Quarter Ended
(Dollars In Millions)	August 1, 2020						May 1, 2021
Credit expenses	$	(17	)	$	(38	)
Corporate and other		(23	)		(83	)	$	51
Marketing		(72	)		(123	)
Store expenses		(107	)		(184	)		48
Total decrease	$	(219	)	$	(428	)
Distribution								20
Technology								(15	)
Total increase							$	104

SG&A expenses ~~decreased $219~~increased $104 million, or ~~17.3%~~9.8%, to ~~$1.0~~$1.2 billion in the ~~second~~first quarter of ~~2020.~~2021. As a percentage of revenue, SG&A ~~deleveraged~~leveraged by ~~217 bps. Year to date SG&A expenses decreased $428 million, or 16.8%. As a percentage of revenue, SG&A deleveraged by 639~~1,379 bps. The ~~decrease~~increase in SG&A was primarily driven by ~~a reduction~~increases in store expenses due to ~~temporary store closures nationwide, lower marketing expense~~an increase in sales as our stores were closed for part of the period last year due to ~~reductions~~COVID-19, an increase in ~~most working media channels, and lower credit~~Corporate expenses due to lower sales and payroll in the second quarter and year to date 2020. Partially offsetting the decrease in SG&A expenses in the second quarter and year to date 2020 were expenses related to the COVID-19 pandemic which primarily consisted of incremental employee compensation and benefits as well as cleaning and protective supplies. Included in these expenses was the retention credit benefit we were eligible for under The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”)~~. The CARES Act, enacted on March 27,~~ in 2020, ~~provides eligible employers with~~and an ~~employee retention credit equal~~increase in distribution expenses driven by higher transportation and payroll costs to ~~50% of qualified wages paid to employees who were not providing services to~~support the ~~Company due to~~increased sales volume. Partially offsetting the ~~impact of COVID-19.~~increase in SG&A expense was a decrease in technology expense driven by a more balanced staffing model.

	Three Months Ended								Six Months Ended								Quarter Ended
(Dollars in Millions)	August 1, 2020			August 3, 2019		Change			August 1, 2020			August 3, 2019		Change			May 1, 2021		May 2, 2020		Change
Depreciation and amortization	$	219		$	228	$	(9	)	$	446		$	458	$	(12	)	$	211	$	227	$	(16	)
Impairments, store closing, and other costs																		—		66		(66	)
Interest expense, net		78			53		25			136			105		31			67		58		9
Impairments, store closing, and other costs		(2	)		7		(9	)		64			56		8
(Gain) on Sale of Real Estate		(127	)		—		(127	)		(127	)		—		(127	)
Loss on extinguishment of debt																		201		—		201

Depreciation and amortization decreases were driven by ~~the maturity of our store portfolio, as well as~~reduced capital ~~reductions.~~spending in 2020due to COVID-19.

In the second quarter of 2020 we recognized a gain of $2 million in Impairments, store closing, and other costs which was the result of a gain due to a lease amendment partially offset by an asset impairment on assets held for sale. Additionally, we recognized a gain of $127 million from the sale leaseback transaction of our San Bernardino E-commerce fulfillment and distribution centers. In the first quarter of 2020, we incurred $66 million of Impairments, store closing, and other costs. We incurred $51 million in asset write-offs and $2 million in other costs related to capital reductions and strategy changes due to COVID-19 and $13 million in brand exit costs. In the second quarter of 2019, we incurred $7 million in costs related to the closure of our four Off-Aisle clearance centers, a voluntary role reduction program, and a gain on lease termination. In the first quarter of 2019, we incurred $49 million in lease impairment charges related to the closure of four stores.

Net interest expense increased in the ~~second~~first quarter ~~and year to date 2020~~of 2021 as a result of higher interest expense due to the ~~outstanding balance on the revolving credit facility and the~~ $600 million of notes issued in April ~~2020.~~2020 partially offset by liability management strategies employed during the first quarter of 2021.

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

	Three Months Ended									Six Months Ended									Quarter Ended
(Dollars in Millions)	August 1, 2020			August 3, 2019			Change			August 1, 2020			August 3, 2019			Change			May 1, 2021			May 2, 2020			Change
(Benefit) provision for income taxes	$	(7	)	$	82		$	(89	)	$	(242	)	$	86		$	(328	)
(Benefit) for income taxes																			$	(9	)	$	(235	)	$	226
Effective tax rate		(17.9	%)		25.3	%					32.9	%		22.1	%					(184.5	%)		30.3	%

The second quarter and year to date 2020 resulted in a benefit for income taxes driven by a year to date 2020 net loss due to lower sales that resulted from the temporary closure of our stores. The second quarter change in our effective tax rate was primarily due to the benefit from the net loss carryback which offset income from taxable years where the federal statutory tax rate was 35% versus the current federal statutory tax rate of 21%. In addition, the Company recognized favorable items in the first half of 2020 that are more beneficial to the rate than those recognized in the first half of 2019, resulting in a negative rate for the second quarter and an increase in the rate for year to date 2020.

~~Income (Loss) Before Income Taxes, Net Income (Loss),~~The first quarter of 2021 resulted in a net benefit for income taxes driven by the recognition of favorable tax items. The net benefit, when compared to a low GAAP income, results in a large negative tax rate. The effective income tax rate from the first quarter of 2020 was driven by the net loss in the first quarter of 2020 due to the temporary closure of our stores and ~~Earnings (Loss) Per Diluted Share~~the benefit of the net loss carryback to years with a federal statutory tax rate of 35%.

August 1, 2020
August 3, 2019
(Dollars in Millions, Except per Share Data)
Income (Loss)
before
Income Taxes
Net
Income
(Loss)
Earnings
(Loss)
Per Diluted
Share
Income
before
Income Taxes
Net
Income
Earnings
Per Diluted
Share
Three Months Ended:

GAAP⁽¹⁾
$
40

$
47

$
0.30

$
323

$
241

$
1.51

Impairments, store closing, and other costs

(2
)

(2
)

(0.01
)

7

7

0.05

(Gain) on Sale of Real Estate

(127
)

(127
)

(0.82
)

—

—

—

Income tax impact of items noted above

—

43

0.28

—

(1
)

(0.01
)
Adjusted (non-GAAP)⁽²⁾
$
(89
)
$
(39
)
$
(0.25
)
$
330

$
247

$
1.55

Six Months Ended:

GAAP
$
(736
)
$
(494
)
$
(3.21
)
$
389

$
303

$
1.89

Impairments, store closing, and other costs

64

64

0.41

56

56

0.35

(Gain) on Sale of Real Estate

(127
)

(127
)

(0.82
)

—

—

—

Income tax impact of items noted above

—

23

0.15

—

(14
)

(0.09
)
Adjusted (non-GAAP)
$
(799
)
$
(534
)
$
(3.47
)
$
445

$
345

$
2.15

~~(2)~~

Weighted average diluted shares outstanding for purposes of calculating diluted adjusted (loss) per share for the three months ended August 1, 2020 was 154 million as the effect of including dilutive shares would be antidilutive.

(Dollars in Millions, Except per Share Data)	Operating Income (Loss)			Income (Loss) before Income Taxes			Net Income (Loss)			Earnings (Loss) Per Diluted Share
Quarter Ended May 1, 2021
GAAP	$	273		$	5		$	14		$	0.09
Loss on extinguishment of debt		—			201			201			1.29
Impairments, store closing, and other costs		—			—			—			—
Income tax impact of items noted above		—			—			(50	)		(0.33	)
Adjusted (non-GAAP)	$	273		$	206		$	165		$	1.05
Quarter Ended May 2, 2020
GAAP	$	(718	)	$	(776	)	$	(541	)	$	(3.52	)
Loss on extinguishment of debt		—			—			—			—
Impairments, store closing, and other costs		66			66			66			0.43
Income tax impact of items noted above		—			—			(20	)		(0.13	)
Adjusted (non-GAAP)	$	(652	)	$	(710	)	$	(495	)	$	(3.22	)

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

Our business, like that of other retailers, is subject to seasonal influences. Sales and income are typically higher during the back-to-school and holiday seasons. Because of the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year. Due to the impact of COVID-19, typical sales patterns may not occur this year.

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

Financial liquidity and flexibility are a key focus of our response to COVID-19. As previously mentioned, we took various actions during the first half of 2020 to preserve our financial liquidity and flexibility.

Our working capital and inventory levels typically build throughout the fall, peaking during the November and December holiday selling season. ~~Due to COVID-19, typical working capital and inventory patterns may not recur this fiscal year.~~

	Six Months Ended									Quarter Ended
(Dollars in Millions)	August 1, 2020			August 3, 2019			Change			May 1, 2021			May 2, 2020			Change
Net cash provided by (used in):
Operating activities	$	304		$	676		$	(372	)	$	278		$	53		$	225
Investing activities		(3	)		(439	)		436			(57	)		(162	)		105
Financing activities		1,404			(546	)		1,950			(883	)		1,425			(2,308	)

Operating activities generated ~~$304 million of cash in the first half of 2020 compared to $676~~$278 million in the first ~~half~~quarter of ~~2019.~~2021 compared to $53 million in the first quarter of 2020. The ~~decrease~~increase was primarily due to ~~decreased sales~~an increase in net income resulting from ~~temporary nationwide store closures~~increased sales due to ~~COVID-19.~~the impact of COVID-19 last year and changes in other current and long-term assets partially offset by extending payment terms with our vendors last year.

Investing activities used ~~cash of $3~~$57 million in the first ~~half~~quarter of ~~2020~~2021 and ~~$439~~$162 million in the first ~~half~~quarter of ~~2019.~~2020. The decrease was due to reductions in capital expenditures ~~as a part~~in 2021 driven by the timing of the construction of our ~~response to COVID-19 as well as~~Sephora shops beginning in the ~~proceeds from the sale~~second quarter of ~~real estate.~~2021.

Financing activities used $883 million in the first quarter of 2021 and generated ~~cash of~~ $1.4 billion in the first ~~half~~quarter of ~~2020 compared to $546~~2020.

In March 2021, we issued $500 million in aggregate principal amount of 3.375% notes with semi-annual interest payments beginning in November 2021. The notes mature in May 2031.

In April 2021, we completed a cash ~~used~~tender offer for ~~financing activities~~$1.0 billion of senior unsecured debt. We recognized a $201 million loss on extinguishment of debt in the first ~~half~~quarter of ~~2019.~~2021 which includes the $192 million tender premium paid to tendering note holders in accordance with the terms of the tender offer, a $6 million non-cash write-off of deferred financing costs and original issue discounts associated with the extinguished debt, and $3 million in other fees.

In March 2020, we fully drew down our $1.0 billion senior unsecured revolver. In April 2020, we replaced and upsized the unsecured credit facility with a $1.5 billion senior secured, asset based revolving credit facility maturing in July 2024. At ~~August 1,~~May 2, 2020, $1.0 billion was outstanding on the credit facility bearing an effective interest rate of 3.41%.

In April 2020, we issued $600 million in aggregate principal amount of 9.50% notes with semi-annual interest payments beginning in November 2020. The notes mature in May 2025. We used part of the net proceeds from this offering to repay $500 million of the borrowings under our senior secured, asset based revolving credit facility with the remainder for general corporate purposes.

~~As a result~~We paid cash for treasury stock purchases of $46 million in the ~~suspension~~first quarter of 2021 and $8 million in the first quarter of 2020. During the first quarter of 2021, we reinstated our share repurchase program which had been suspended in the first quarter of 2020 in response to ~~COVID-19, treasury stock purchases in the first half of 2020 were $8 million compared to $254 million in the first half of 2019.~~COVID-19. Share repurchases are discretionary in nature. The timing and amount of repurchases are based upon available cash balances, our stock price, and other factors.

Cash dividend payments were $39 million ($0.25 per share) in the first quarter of 2021 and $108 million ($0.704 per share) in the first ~~half~~quarter of ~~2020 and $214 million ($1.34 per share) in~~2020. During the first ~~half~~quarter of ~~2019. In response to COVID-19, the~~2021, we reinstated our dividend program ~~was~~which had been suspended ~~in April 2020, effective the~~ beginning ofin the second quarter of ~~2020.~~2020 in response to COVID-19. On May 12, 2021, our Board of Directors declared a quarterly cash dividend on our common stock of $0.25 per share. The ~~Company remains committed~~dividend is payable June 23, 2021 to ~~paying a dividend once~~shareholders of record at the ~~uncertain and volatile conditions caused by COVID-19 have stabilized.~~close of business on June 9, 2021.

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

(Dollars in Millions)	August 1, 2020		August 3, 2019		May 1, 2021		May 2, 2020
Working capital	$	3,122	$	1,838	$	2,257	$	2,883
Current ratio		2.22		1.65		1.77		1.88

The ~~increase~~decrease in our working capital and current ratio are primarily due to ~~higher~~lower cash balances as a result of the debt ~~issuances.~~liability management actions we employed to reduce our long-term borrowings as well as lower inventory balances offset by a decrease in accounts payable as we extended payment terms with our vendors in 2020 due to COVID-19.

Our senior secured, asset based revolving credit facility contains customary events of default and financial, affirmative and negative covenants, including but not limited to, a springing financial covenant relating to our fixed charge coverage ratio and restrictions on indebtedness, liens, investments, asset dispositions, and restricted payments, including a restriction on dividends in 2020 if our outstanding borrowings under the credit facility exceed $1.0 billion. These covenants vary from those presented in our Annual Report on Form 10-K. As of ~~August~~May 1, ~~2020,~~2021, we were in compliance with all covenants in our debt instruments and expect to remain in compliance during the remainder of fiscal ~~2020.~~2021.

During the first ~~half~~quarter of ~~2020,~~2021, we issued ~~$600~~$500 million in aggregate principal amount of ~~9.50%~~3.375% notes due ~~2025.~~in 2031. We also ~~replaced~~completed a cash tender offer for $1.0 billion of our ~~outstanding~~senior unsecured ~~credit facility, of which $1 billion was outstanding at the end of the quarter.~~debt. See "Liquidity and Capital Resources" for additional details about these financing activities. See Note 3 of the Consolidated Financial Statements for additional details about outstanding debt. There have been no other significant changes in the contractual obligations disclosed in our ~~2019~~2020 Form 10-K.

We have not provided any financial guarantees as of ~~August~~May 1, ~~2020.~~2021.

We have not created and are not a 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 U.S. GAAP 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. ~~Other than the items discussed in Footnote 1, there~~There have been no significant changes in the critical accounting policies and estimates discussed in our ~~2019~~2020 Form 10-K.

Our operating results are subject to interest rate risk as ~~our secured revolving credit facility carries variable interest rates, and~~ the ~~$600~~$500 million of notes issued in ~~April 2020~~March 2021 include coupon rate step ups if our long-term debt is downgraded to below a BBB- credit rating by S&P Global Ratings or Baa3 by Moody’s Investors Service, Inc. There have been no other significant changes in the Quantitative and Qualitative Disclosures About Market Risk described in our ~~2019~~2020 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 ~~August~~May 1, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no significant changes in the Risk Factors described in our ~~2019~~2020 Form ~~10-K, other than as set out in our Quarterly Report on Form 10-Q for the quarter ended May 2, 2020, in Item 1A of Part II.~~10-K.

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

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 ~~August~~May 1, ~~2020:~~2021:

(Dollars in Millions, Except per Share Data)
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

May 3 - 30, 2020

20,670

$
16.73

—

$
726

May 31 - July 4, 2020

16,098

22.26

—

726

July 5 - August 1, 2020

2,202

20.39

—

726

Total

38,970

$
19.22

—

$
726

(Dollars in Millions, Except per Share Data)	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
January 31 - February 27, 2021		4,293	$	49.98		—	$	726
February 28 - April 3, 2021		779,680		58.33		407,842		702
April 4 - May 1, 2021		382,996		59.63		376,180		1,984
Total		1,166,969	$	58.72		784,022	$	1,984

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:	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Changes in Shareholders' Equity	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1211
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1918
Item 4.	Controls and Procedures	2018

PART II	OTHER INFORMATION
Item 1A.	Risk Factors	2119
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2119
Item 6.	Exhibits	2220
	Signatures	2321


Net sales	Increase mid-to-high teens %
Operating margin	5.7% - 6.1%
Earnings per diluted share (a)	$3.80 - $4.20
Capital expenditures	$550 - $600 million
Share repurchases	$200 - $300 million

Exhibit		Description
10.1		Settlement Agreement, dated as of April 13, 2021, by and among Kohl’s Corporation, Macellum Badger Fund, LP and the other persons and entities listed on Schedule A thereto, Legion Partners Holdings, LLC and the other persons and entities listed on Schedule B thereto, 4010 Partners, LP and the other persons and entities listed on Schedule C thereto, and Ancora Advisors, LLC and the other persons and entities listed on Schedule D thereto, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated April 13, 2021.
10.2		Form of Restricted Stock Unit Agreement for persons party to an Employment Agreement
10.3		Form of Restricted Stock Unit Agreement for persons party to an Executive Compensation Agreement
10.4		Form of Performance Stock Unit Agreement
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101)

	Kohl’s Corporation (Registrant)

Date: ~~September~~June 3, ~~2020~~2021	/s/ Jill Timm
	Jill Timm On behalf of the Registrant and as Chief Financial Officer (Principal Financial Officer)

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

(Dollars In Millions)	Severance
Balance - February 1, 2020	$	27
Payments and reversals		(17	)
Additions		2
Balance - August 1, 2020	$	12