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 27, ~~2021~~2022 Common Stock, Par Value $0.01 per Share, ~~150,534,221~~128,461,480 shares outstanding.


(Dollars in Millions)	July 31, 2021	January 30, 2021	August 1, 2020	April 30, 2022	January 29, 2022	May 1, 2021
Assets
Current assets:
Cash and cash equivalents	$2,569	$2,271	$2,428	$646	$1,587	$1,609
Merchandise inventories	2,733	2,590	2,698	3,736	3,067	2,667
Other	356	974	562	381	369	919
Total current assets	5,658	5,835	5,688	4,763	5,023	5,195
Property and equipment, net	7,107	6,689	6,970	7,790	7,304	6,653
Operating leases	2,301	2,398	2,418	2,224	2,248	2,392
Other assets	440	415	159	476	479	449
Total assets	$15,506	$15,337	$15,235	$15,253	$15,054	$14,689

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$1,495	$1,476	$1,064	$1,679	$1,683	$1,378
Accrued liabilities	1,554	1,270	1,216	1,316	1,340	1,289
Current portion of:
Long-term debt				164	—
Finance lease and financing obligations	117	115	126	108	118	112
Operating leases	143	161	160	127	145	159
Total current liabilities	3,309	3,022	2,566	3,394	3,286	2,938
Long-term debt	1,909	2,451	3,450	1,746	1,910	1,909
Finance lease and financing obligations	1,906	1,387	1,356	2,584	2,133	1,473
Operating leases	2,532	2,625	2,637	2,474	2,479	2,620
Deferred income taxes	245	302	122	209	206	242
Other long-term liabilities	386	354	267	390	379	390
Shareholders’ equity:
Common stock	4	4		4	4
Paid-in capital	3,349	3,319	3,290	3,395	3,375	3,333
Treasury stock, at cost	(11,920)	(11,595)	(11,594)	(13,150)	(12,975)	(11,663)
Retained earnings	13,786	13,468	13,137	14,207	14,257	13,443
Total shareholders’ equity	$5,219	$5,196	$4,837	$4,456	$4,661	$5,117
Total liabilities and shareholders’ equity	$15,506	$15,337	$15,235	$15,253	$15,054	$14,689


	Three Months Ended			Six Months Ended		Quarter Ended
(Dollars in Millions, Except per Share Data)	July 31, 2021	August 1, 2020	July 31, 2021		August 1, 2020	April 30, 2022	May 1, 2021
Net sales	$4,223	$3,213	$7,885		$5,373	$3,471	$3,662
Other revenue	224	194	449		462	244	225
Total revenue	4,447	3,407	8,334		5,835	3,715	3,887
Cost of merchandise sold	2,426	2,149	4,659		3,936	2,140	2,233
Operating expenses:
Selling, general, and administrative	1,241	1,050	2,411		2,116	1,293	1,170
Depreciation and amortization	210	219	421		446	200	211
Impairments, store closing, and other costs	0	(2)	0		64
(Gain) on sale of real estate	0	(127)	0		(127)
Operating income (loss)	570	118	843		(600)
Operating income						82	273
Interest expense, net	62	78	129		136	68	67
Loss on extinguishment of debt	0		201		0	—	201
Income (loss) before income taxes	508	40	513		(736)
Provision (benefit) for income taxes	126	(7)	117		(242)
Net income (loss)	$382	$47	$396		$(494)
Net income (loss) per share:
Income before income taxes						14	5
(Benefit) for income taxes						—	(9)
Net income						$14	$14
Net income per share:
Basic	$2.51	$0.31	$2.58		$(3.21)	$0.11	$0.09
Diluted	$2.48	$0.30	$2.55		$(3.21)	$0.11	$0.09


	Three Months Ended		Six Months Ended			Quarter Ended
(Dollars in Millions, Except per Share Data)	July 31, 2021	August 1, 2020		July 31, 2021	August 1, 2020	April 30, 2022	May 1, 2021
Common stock
Balance, beginning of period	$4	$4		$4	$4	$4	$4
Stock-based awards	—	—		—	—	—	—
Balance, end of period	$4	$4		$4	$4	$4	$4

Paid-in capital
Balance, beginning of period	$3,333	$3,289		$3,319	$3,272	$3,375	$3,319
Stock-based awards	16	1		30	18	20	14
Balance, end of period	$3,349	$3,290		$3,349	$3,290	$3,395	$3,333

Treasury stock, at cost
Treasury stock
Balance, beginning of period	$(11,663)	$(11,593)		$(11,595)	$(11,571)	$(12,975)	$(11,595)
Treasury stock purchases	(255)	—		(301)	(8)	(158)	(46)
Stock-based awards	(3)	(1)		(25)	(21)	(18)	(22)
Dividends paid	1	—		1	6	1	—
Balance, end of period	$(11,920)	$(11,594)		$(11,920)	$(11,594)	$(13,150)	$(11,663)

Retained earnings
Balance, beginning of period	$13,443	$13,090		$13,468	$13,745	$14,257	$13,468
Net income (loss)	382	47		396	(494)
Net income						14	14
Dividends paid	(39)	—		(78)	(114)	(64)	(39)
Balance, end of period	$13,786	$13,137		$13,786	$13,137	$14,207	$13,443

Total shareholders' equity, end of period	$5,219	$4,837		$5,219	$4,837	$4,456	$5,117

Common stock
Shares, beginning of period	377	377		377	375	377	377
Stock-based awards	—	—		—	2	—	—
Shares, end of period	377	377		377	377	377	377
Treasury stock
Shares, beginning of period	(220)	(219)		(219)	(219)	(246)	(219)
Treasury stock purchases	(5)	—		(6)	—	(3)	(1)
Shares, end of period	(225)	(219)		(225)	(219)	(249)	(220)
Total shares outstanding, end of period	152	158		152	158	128	157

Dividends paid per common share	$0.25	—		$0.50	$0.704	$0.50	$0.25


	Six Months Ended		Quarter Ended
(Dollars in Millions)	July 31, 2021	August 1, 2020	April 30, 2022	May 1, 2021
Operating activities
Net income (loss)	$396	$(494)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income			$14	$14
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	421	446	200	211
Share-based compensation	25	14	18	12
Deferred income taxes	(57)	(132)	2	(65)
Impairments, store closing, and other costs	—	48
(Gain) on sale of real estate	—	(127)
Loss on extinguishment of debt	201	—	—	201
Non-cash inventory costs	—	187
Non-cash lease expense	74	74	31	38
Other non-cash expense	9	10	3	7
Changes in operating assets and liabilities:
Merchandise inventories	(138)	656	(668)	(75)
Other current and long-term assets	590	(170)	(42)	31
Accounts payable	19	(142)	(4)	(99)
Accrued and other long-term liabilities	228	16	17	42
Operating lease liabilities	(76)	(82)	(31)	(39)
Net cash provided by operating activities	1,692	304
Net cash (used in) provided by operating activities			(460)	278
Investing activities
Acquisition of property and equipment	(191)	(196)	(221)	(59)
Proceeds from sale of real estate	4	193	4	2
Net cash used in investing activities	(187)	(3)	(217)	(57)
Financing activities
Proceeds from issuance of debt	500	2,097	—	500
Deferred financing costs	(5)	(19)	—	(5)
Treasury stock purchases	(301)	(8)	(158)	(46)
Shares withheld for taxes on vested restricted shares	(25)	(20)	(18)	(22)
Dividends paid	(77)	(108)	(63)	(39)
Reduction of long-term borrowings	(1,044)	(497)	—	(1,044)
Premium paid on redemption of debt	(192)	—	—	(192)
Finance lease and financing obligation payments	(65)	(44)	(29)	(33)
Proceeds from financing obligations			4	—
Proceeds from stock option exercises	1	—	—	1
Proceeds from financing obligations	4	3
Other	(3)	—	—	(3)
Net cash (used in) provided by financing activities	(1,207)	1,404
Net increase in cash and cash equivalents	298	1,705
Net cash used in financing activities			(264)	(883)
Net decrease in cash and cash equivalents			(941)	(662)
Cash and cash equivalents at beginning of period	2,271	723	1,587	2,271
Cash and cash equivalents at end of period	$2,569	$2,428	$646	$1,609
Supplemental information
Interest paid, net of capitalized interest	$128	$108	$45	$59
Income taxes paid	43	137	5	5

1. Basis of Presentation

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 January ~~30, 2021~~29, 2022 (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.

We operate as a single business unit.

Recent Accounting Pronouncements

We ~~adopted~~ ~~the new~~do not expect that any recently issued accounting ~~standard on simplifying the accounting for income taxes (ASU 2019-12~~), effective at the beginning of fiscal 2021. The transition method (retrospective, modified retrospective, or prospective basis) related to the amendments depends on the applicable guidance, and all amendments for which there is no transition guidance specified are to be applied onpronouncements will have a ~~prospective basis. There was~~ no material impact on our ~~financial statements due to adoption of the new standard.~~Consolidated Financial Statements.

2. Revenue Recognition

The following table summarizes net sales by line of business:


	Three Months Ended			Six Months Ended		Quarter Ended
(Dollars in Millions)	July 31, 2021	August 1, 2020	July 31, 2021		August 1, 2020	April 30, 2022	May 1, 2021
Women's	$1,344	$951	$2,461		$1,544	$1,077	$1,117
Men's	942	598	1,629		961	710	687
Home	609	657	1,243		1,140	525	634
Children's	463	395	931		664	411	468
Accessories						390	368
Footwear	462	337	850		570	358	388
Accessories	403	275	771		494
Net Sales	$4,223	$3,213	$7,885		$5,373	$3,471	$3,662

Unredeemed gift cards and merchandise return card liabilities totaled $~~281~~312 million as of ~~July 31, 2021,~~April 30, 2022, $~~339~~353 million as of January ~~30, 2021,~~29, 2022, and $~~283~~298 million as of ~~August~~May 1, ~~2020. Revenue~~2021. Net sales of $~~117~~74 million ~~was~~were recognized during the current year from ~~the January 30, 2021 ending balance.~~gift cards redeemed in 2022 and issued in prior years.

3. Debt

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


			Outstanding					Outstanding
Maturity (Dollars in Millions)	Effective Rate	Coupon Rate	July 31, 2021	January 30, 2021	August 1, 2020	Effective Rate	Coupon Rate	April 30, 2022	January 29, 2022	May 1, 2021
2023	3.25%		$164	$350		3.25%		$164	$164
2023	4.78%	4.75%	111	184		4.78%	4.75%	111	111
2025	9.50%		113	600		9.50%		113	113
2025	4.25%		353	650		4.25%		353	353
2029	7.36%	7.25%	42	42		7.36%	7.25%	42	42
2031	3.40%	3.38%	500	—		3.40%	3.38%	500	500
2033	6.05%	6.00%	112	113		6.05%	6.00%	112	112
2037	6.89%	6.88%	101	101		6.89%	6.88%	101	101
2045	5.57%	5.55%	427	427		5.57%	5.55%	427	427
Outstanding unsecured senior debt			1,923	2,467				1,923	1,923
Unamortized debt discounts and deferred financing costs			(14)	(16)	(17)			(13)	(13)	(14)
Unsecured senior debt			1,909	2,451	2,450
Current portion of unsecured senior debt								(164)	—
Long-term unsecured senior debt								$1,746	$1,910	$1,909
Effective interest rate			4.89%	5.90%				4.89%	4.89%
Secured senior debt			—		1,000
Total long-term debt			$1,909	$2,451	$3,450

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 $~~2.2~~1.9 billion at ~~July 31, 2021,~~April 30, 2022, $~~2.8~~2.0 billion at January ~~30, 2021,~~29, 2022, and $~~2.5~~2.1 billion at ~~August~~May 1, ~~2020.~~2021.

~~NaN~~ ~~borrowing amounts~~Our various debt agreements contain covenants including limitations on additional indebtedness and certain financial tests. As of April 30, 2022, we were ~~outstanding on the credit facility~~ in ~~place as of July 31, 2021 or January 30, 2021. At August 1, 2020, $1.0~~ ~~billion was outstanding on the credit facility.~~

~~In March 2021, we issued $500~~ ~~million in aggregate principal amount of~~ ~~3.375% notes~~compliance with ~~semi-annual~~ ~~interest payments beginning in~~ ~~November 2021. The notes include coupon rate step ups if our long-term debt is downgraded to below a BBB- credit rating by S&P Global Ratings or Baa3 by Moody’s Investors Service, Inc. The notes mature in~~ ~~May 2031. Proceeds~~all covenants 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~~various 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.~~agreements.

4. Leases

We lease certain property and equipment used in our operations. Some of our store leases include additional rental payments based on a percentage of sales over contractual levels or 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.

~~Table of Contents~~

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

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

We ~~plan to open~~opened an additional ~~200~~48 Sephora ~~shops~~shop-in-shops within our Kohl's stores during the first quarter of 2022, bringing the total number of Sephora shop-in-shops to 248. We plan to open an additional 352 shop-in-shops during the remainder of 2022, as well as 250 more in ~~fall of 2021.~~2023. Due to the investments we are making in the ~~Sephora shops,~~shop-in-shops, we ~~are required to reassess~~reassessed our lease term when construction ~~begins~~began as these assets will have significant economic value to us when

Table of Contents

the lease term becomes exercisable. The impact of these assessments resulted in additional lease term, additional lease assets and liabilities, and, in some cases, changes to the classification.

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


Consolidated Balance Sheets	Consolidated Balance Sheets			Consolidated Balance Sheets
(Dollars in Millions)	Classification	July 31, 2021	January 30, 2021	Classification	April 30, 2022	January 29, 2022	May 1, 2021
Assets
Operating leases	Operating leases	$2,301	$2,398	Operating leases	$2,224	$2,248	$2,392
Finance leases	Property & equipment, net	1,226	708	Property and equipment, net	1,883	1,442	792
Total operating & finance leases		3,527	3,106
Total operating and finance leases				Total operating and finance leases	4,107	3,690	3,184
Liabilities
Current
Operating leases	Current portion of operating leases	143	161	Current portion of operating leases	127	145	159
Finance leases	Current portion of finance leases & financing obligations	83	76	Current portion of finance leases and financing obligations	82	87	74
Noncurrent
Operating leases	Operating leases	2,532	2,625	Operating leases	2,474	2,479	2,620
Finance leases	Finance leases & financing obligations	1,457	926	Finance leases and financing obligations	2,140	1,688	1,019
Total operating & finance leases		$4,215	$3,788
Total operating and finance leases				Total operating and finance leases	$4,823	$4,399	$3,872


Consolidated Statement of Operations	Consolidated Statement of Operations	Three Months Ended	Six Months Ended	Consolidated Statement of Operations	Quarter Ended
(Dollars in Millions)	Classification	July 31, 2021		Classification	April 30, 2022	May 1, 2021
Operating leases	Selling, general, and administrative	$79	$156	Selling, general, and administrative	$69	$77
Finance Leases
Finance leases
Amortization of leased assets	Depreciation and amortization	23	43	Depreciation and amortization	29	20
Interest on leased assets	Interest expense, net	27	52	Interest expense, net	32	25
Total operating and finance leases		$129	$251		$130	$122


~~Consolidated Statement of Cash Flows~~	~~Six Months Ended~~
~~(Dollars in Millions)~~	~~July 31, 2021~~
~~Cash paid for amounts included in the measurement of leased liabilities~~
~~Operating cash flows from operating leases~~	$~~165~~
~~Operating cash flows from finance leases~~	52
~~Financing cash flows from finance leases~~	47


Consolidated Statement of Cash Flows	Quarter Ended
(Dollars in Millions)	April 30, 2022	May 1, 2021
Cash paid for amounts included in the measurement of leased liabilities
Operating cash flows from operating leases	$70	$84
Operating cash flows from finance leases	30	25
Financing cash flows from finance leases	22	24

The following table summarizes future lease payments by fiscal year:


	April 30, 2022
(Dollars in millions)	Operating Leases	Finance Leases	Total
2022	$195	$146	$341
2023	260	204	464
2024	235	195	430
2025	226	189	415
2026	219	188	407
After 2026	3,384	3,309	6,693
Total lease payments	$4,519	$4,231	$8,750
Amount representing interest	(1,918)	(2,009)	(3,927)
Lease liabilities	$2,601	$2,222	$4,823

Table of Contents

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


	July 31, 2021	January 30, 2021	April 30, 2022	January 29, 2022
Weighted-average remaining term (years)
Operating leases	20	19	20	20
Finance leases	19	18	20	20
Weighted-average discount rate
Operating leases	6%	6%	6%	6%
Finance leases	7%	10%	6%	7%

Other lease information is as follows:


	Six Months Ended		Quarter Ended
(Dollars in Millions)	July 31, 2021	August 1, 2020	April 30, 2022	May 1, 2021
Property and equipment acquired (disposed) through:
Property and equipment acquired through exchange of:
Finance lease liabilities	$569	$56	$472	$106
Operating lease liabilities	(29)	103	11	30

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


Consolidated Balance Sheets	Consolidated Balance Sheets			Consolidated Balance Sheets
(Dollars in millions)	Classification	July 31, 2021	January 30, 2021	Classification	April 30, 2022	January 29, 2022	May 1, 2021
Assets
Financing obligations	Property & equipment, net	$60	$65	Property and equipment, net	$53	$55	$62
Liabilities
Current	Current portion of finance leases & financing obligations	34	39	Current portion of finance leases and financing obligations	26	31	38
Noncurrent	Finance leases & financing obligations	449	461	Finance leases and financing obligations	444	445	454
Total financing obligations		$483	$500	Total financing obligations	$470	$476	$492


Consolidated Statement of Operations	Consolidated Statement of Operations	Three Months Ended	Six Months Ended	Consolidated Statement of Operations	Quarter Ended
(Dollars in Millions)	Classification	July 31, 2021		Classification	April 30, 2022	May 1, 2021
Amortization of financing obligation assets	Depreciation and amortization	3	5	Depreciation and amortization	2	2
Interest on financing obligations	Interest expense, net	10	19	Interest expense, net	12	9
Total financing obligations		$13	$24		$14	$11


Consolidated Statement of Cash Flows	Quarter Ended
(Dollars in Millions)	April 30, 2022	May 1, 2021
Cash paid for amounts included in the measurement of financing obligations
Operating cash flows from financing obligations	$12	$9
Financing cash flows from financing obligations	7	9
Proceeds from financing obligations	4	—

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


	July 31, 2021	April 30, 2022
(Dollars in millions)	Financing Obligations	Financing Obligations
2021	$34
2022	71	$55
2023	69	73
2024	64	69
2025	55	64
After 2025	369
2026		60
After 2026		648
Total lease payments	$662	$969
Non-cash gain on future sale of property	219	185
Amount representing interest	(398)	(684)
Financing obligation liability	$483	$470

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


	July 31, 2021	January 30, 2021	April 30, 2022	January 29, 2022
Weighted-average remaining term (years)	9	8	12	10
Weighted-average discount rate	9%	7%	11%	9%

5. Stock-Based Awards

The following table summarizes our stock-based awards activity for the ~~six months~~quarter ended ~~July 31, 2021:~~April 30, 2022:


	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 - January 30, 2021	36	$52.15	3,451	$32.09	1,037	$49.95
Balance - January 29, 2022							12	$48.66	2,769	$36.17	856	$42.74
Granted	—		614	56.56	211	58.99	—		573	60.00	215	69.58
Exercised/vested	(19)	55.41	(1,057)	35.22	(211)	72.21	—		(790)	37.50	—
Forfeited/expired	(1)	51.27	(130)	33.05	(33)	30.42	—		(32)	41.20	—
Balance - July 31, 2021	16	$48.25	2,878	$36.12	1,004	$47.82
Balance - April 30, 2022							12	$48.66	2,520	$41.11	1,071	$48.12

In 2019, we issued 1,747,441 stock warrants. The total vested and unvested warrants as of ~~July 31, 2021~~April 30, 2022 were ~~698,977~~1,048,465 and ~~1,048,464~~698,976, respectively.

6. Contingencies

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.

7. Income Taxes

The ~~second~~first quarter of both 2022 and ~~year to date~~ 2021 resulted in a net benefit for income ~~tax expense driven by book income. The effective income tax rate in the second quarter and year to date 2020 was~~taxes driven by the recognition of favorable tax items. The net ~~loss due~~benefit, when compared to ~~the temporary closure of our stores and the benefit of the net loss carryback to years with~~ a ~~federal statutory~~low pre-tax income, results in a negative tax ~~rate of~~ 35%.rate.

8. Net Income ~~(Loss)~~ Per Share

Basic Net income ~~(loss)~~ per share is Net income ~~(loss)~~ divided by the average number of common shares outstanding during the period. Diluted Net income ~~(loss)~~ per share includes incremental shares assumed for share-based awards and stock warrants. Potentially dilutive shares include stock options, unvested restricted stock units and awards, and warrants

Table of Contents

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)	July 31, 2021	August 1, 2020		July 31, 2021	August 1, 2020	April 30, 2022	May 1, 2021
Numerator—Net income (loss)	$382	$47		$396	$(494)
Numerator—Net income						$14	$14
Denominator—Weighted-average shares:
Basic	152	154		153	154	127	154
Dilutive impact	2	1		2	—	2	2
Diluted	154	155		155	154	129	156
Net income (loss) per share:
Net income per share:
Basic	$2.51	$0.31		$2.58	$(3.21)	$0.11	$0.09
Diluted	$2.48	$0.30		$2.55	$(3.21)	$0.11	$0.09

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:

Three Months Ended
Six Months Ended

July 31, 2021
August 1, 2020
July 31, 2021
August 1, 2020
Anti-dilutive shares
3
5
3
7


	Quarter Ended
(Shares in Millions)	April 30, 2022	May 1, 2021
Anti-dilutive shares	3	3

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~~first quarter” are for the three fiscal months (13 weeks) ended ~~July 31, 2021, August 1, 2020,~~April 30, 2022 or ~~August 3, 2019.~~ References to “year to date” and “first half” are for the six fiscal months (26 weeks) ended July 31, 2021 or August 1, 2020. References to “the first quarter” are for the three fiscal months (13 weeks) ended May 1, ~~2021 or May 2, 2020.~~2021.

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 include the information under ~~“2021~~“2022 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.~~reserves, and the outcome and timing of our strategic review process. Forward-looking statements are based on management’s then-current views and assumptions and, as a result, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Any such forward-looking statements are qualified by the important risk factors, described in Part I Item 1A of our ~~2020~~2021 Form 10-K and in Part II Item 1A of this 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 July 31, 2021, we operated 1,162~~ Kohl's is a leading omnichannel retailer operating 1,165 stores and a website (www.Kohls.com)~~. During the quarter, we closed our 12 FILA outlets.~~ as of April 30, 2022. Our Kohl's stores and website sell moderately-priced private and national brand apparel, footwear, accessories, beauty, and home products. Our Kohl's stores generally carry a consistent merchandise assortment with some differences attributable to local ~~preferences.~~preferences, store size, and presence of Sephora shop-in-shops. Our website includes merchandise which is available in our stores, as well as merchandise that is available only online.

As discussed in our ~~2020~~2021 Form 10-K, the COVID-19 pandemic has had significant adverse effects on our business. We are closely monitoring the effects of the ongoing COVID-19 pandemic and its continued impact on our business. We cannot estimate with certainty the length or severity of this pandemic, or the extent to which the disruption may materially impact our Consolidated Financial Statements. ~~During~~

The Company’s vision is to be “the most trusted retailer of choice for the ~~first half of 2021, we saw momentum in our business which allowed us~~active and casual lifestyle” and its strategy is focused on delivering long-term shareholder value. Key strategic focus areas for the Company include: driving top line growth, delivering a 7% to ~~resume our~~8% operating margin, maintaining disciplined capital ~~allocation strategy including reinstating dividends, resuming our share repurchase program,~~management, and ~~employing liability management strategies.~~sustaining an agile, accountable, and inclusive culture.

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

In 2020, the Company announced a new strategic framework with a vision to be “the most trusted retailer of choice for the 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.

We continue to be thoughtful and prudent in setting our financial outlook for the balance of the year considering the uncertainty around consumer spending given the COVID-19 delta variant situation, as well as industry-wide supply chain challenges and wage headwinds.

Net sales ~~increased 31.4%~~decreased 5.2% for the ~~second~~first quarter of ~~2021and 46.8% for year~~2022 compared to ~~date~~the first quarter of 2021.

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

Comparable sales is a measure that highlights the performance of our stores and digital channel by measuring the change in sales for a period over the comparable, prior-year period of equivalent length. Comparable sales includes all store and digital sales, except sales from stores open less than 12 months, stores that have been closed, and stores where square footage has changed by more than 10%. We measure the change in digital sales by including 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 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~~Comparable sales and digital penetration ~~calculations~~measures vary across the retail industry. As a result, our comparable sales calculation and digital penetration ~~calculation~~are non-GAAP measures that may not be consistent with the ~~similarly titled~~similarly-titled measures reported by other companies.

~~The increase in~~ Other revenue ~~of $30 million for the second quarter of 2021~~increased $19 million. The increase was driven by ~~an increase in~~higher credit revenue due to ~~lower write-off activity. Year to date, other revenue decreased $13 million driven by lower~~higher late fees.

On March 14, 2022, we amended and restated our private label credit ~~revenue due to lower accounts receivable balances associated~~card program agreement with ~~a decrease~~Capital One through March 31, 2030. The agreement will operate in ~~sales in 2020 partially offset by lower write-off activity.~~substantially the same manner as it currently operates.

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

Gross margin is calculated as net sales less cost of merchandise sold. For the ~~second~~first quarter of ~~2021,~~2022, gross margin was ~~42.5%~~38.3%, a decrease of ~~net sales, increasing 942~~69 basis ~~points. YTD 2021~~points compared to the first quarter of 2021.

The decrease in gross margin was ~~40.9% of net sales, increasing 1,415 basis points.~~

~~Gross margin benefited~~primarily driven by increased freight costs related to the constrained global supply chain, partially offset by continued benefit from ~~strong inventory management with a focus on turn, further scaling~~ our pricing and promotion optimization strategies, a favorable industry backdrop which provided for a greater percentage of full price selling, and from lower shipping costs resulting from decreased digital sales penetration. In executing against our strategy, we have structurally improved our margin efficiency and are confident in our ability to sustain the recent improvement, while we are also monitoring industry-wide supply chain uncertainties and cost inflation. We havestrategies.

~~navigated the challenges to date, but acknowledge there still remains a lot of uncertainty as we look to the balance of the year.~~

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

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

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

SG&A expenses increased $191 million, or 18.2%, to $1.2 billion in the second quarter of 2021. As a percentage of revenue, SG&A leveraged by 291 basis points. Year to date 2021, SG&A expenses increased $295 million, or 13.9%, to $2.4 billion. As a percentage of revenue, SG&A leveraged by 733 basis points as we continue to deliver against our efforts to drive marketing and technology efficiency and improve store productivity.

The increase in SG&A during the second quarter and year to date 2021 was primarily driven by increases in store, marketing, distribution, and corporate expenses as sales recovered and expenses normalized after our store closures last year due to COVID-19. Corporate expenses also increased year to date due to the retention credit benefit we were eligible for under The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) in 2020. Partially offsetting the increase in SG&A expense was a decrease in technology expense driven by a more balanced staffing model.

Wage inflation is expected to remain a headwind as the employment market remains very tight. To strengthen our position for the upcoming holiday season, we recently announced a retention incentive for associates in our stores and distribution centers. We will continue to monitor our positioning in the market to ensure that we remain competitive. We will look to mitigate the higher costs through increased store productivity and efficiency across other areas of the business.

SG&A expenses increased $123 million, or 10.5%, to $1.3 billion. As a percentage of revenue, SG&A deleveraged by 468 basis points. The increase in SG&A during the quarter was primarily driven by strategic investments made in our stores, including nearly $50 million in costs to support the Sephora openings, store refreshes, and reflows. In addition, Corporate and other costs increased primarily driven by $17 million of expenses related to the proxy contest and ongoing sale process. Last, distribution costs increased driven by additional units and transportation costs.

~~Depreciation~~The decrease in depreciation and amortization ~~decreases were~~was primarily driven by reduced capital spending in ~~2020 due 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. 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, $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 2020, we recognized a gain of $127 million from the sale leaseback transaction of our San Bernardino E-commerce fulfillment and distribution centers.~~technology.

Net interest expense ~~decreased~~increased due to more financing leases. This was partially offset by a decrease in interest expense due to the ~~second quarter and year to date 2021~~continued benefit of debt reductions as a result of ~~higher interest expense in 2020 due to the outstanding balance on the revolving credit facility as of the second quarter of 2020 and the $600 million notes issued in April 2020 partially offset by~~our liability management strategies employed induring 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.


(Dollars in Millions, Except per Share Data)	Operating Income (Loss)	Income (Loss) before Income Taxes	Net Income (Loss)	Earnings (Loss) Per Diluted Share	Operating Income	Income before Income Taxes	Net Income	Earnings Per Diluted Share
Three Months Ended July 31, 2021
Quarter Ended April 30, 2022
GAAP	$570	$508	$382	$2.48	$82	$14		$0.11
Loss on extinguishment of debt	—				—
Impairments, store closing, and other costs	—			—
(Gain) on sale of real estate	—
Income tax impact of items noted above					—
Adjusted (non-GAAP) (1)					$82	$14		$0.11
Quarter Ended May 1, 2021
GAAP					$273	$5	$14	$0.09
Loss on extinguishment of debt					—	201		1.29
Income tax impact of items noted above	—				—		(50)	(0.33)
Adjusted (non-GAAP)	$570	$508	$382	$2.48	$273	$206	$165	$1.05
Three Months Ended August 1, 2020
GAAP (1)	$118	$40	$47	$0.30
Loss on extinguishment of debt	—
Impairments, store closing, and other costs	(2)			(0.01)
(Gain) on sale of real estate	(127)			(0.82)
Income tax impact of items noted above	—		43	0.28
Adjusted (non-GAAP) (2)	$(11)	$(89)	$(39)	$(0.25)
Six Months Ended July 31, 2021
GAAP	$843	$513	$396	$2.55
Loss on extinguishment of debt	—	201		1.29
Impairments, store closing, and other costs	—			—
(Gain) on sale of real estate	—			—
Income tax impact of items noted above	—		(50)	(0.32)
Adjusted (non-GAAP)	$843	$714	$547	$3.52
Six Months Ended August 1, 2020
GAAP	$(600)	$(736)	$(494)	$(3.21)
Loss on extinguishment of debt	—			—
Impairments, store closing, and other costs	64			0.41
(Gain) on sale of real estate	(127)			(0.82)
Income tax impact of items noted above	—		23	0.15
Adjusted (non-GAAP)	$(663)	$(799)	$(534)	$(3.47)

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 continue to impact our business in the future.

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

Our period-end cash and cash equivalents balance decreased to $646 million from $1.6 billion in the first quarter of 2021. Our cash and cash equivalents balance includes short-term investments of $431 million and $1.4 billion as of April 30, 2022, and May 1, 2021, respectively. Our investment policy is designed to preserve principal and liquidity of our short-term investments. This policy allows investments in large money market funds or in highly rated direct short-term instruments. We also place dollar limits on our investments in individual funds or instruments.

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

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

Operating activities ~~generated $1.7 billion in the first half of 2021 compared to $304~~used $460 million in the first ~~half~~quarter of ~~2020.~~2022 compared to $278 million generated in the first quarter of 2021. The ~~increase~~decrease in operating cash flow was primarily ~~due to~~driven by an increase in ~~net income resulting from increased sales~~inventory. The inventory increase was due to increased beauty inventory to support the ~~impact of COVID-19 last year~~Sephora shop-in-shop rollouts, elevated in-transit levels due to continued supply chain challenges, and a ~~tax refund received~~rebuild of inventory in ~~2021 related to the net loss we incurred in 2020~~key areas such as active and ~~the carryback provision under the CARES Act.~~women's.

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

Investing activities used ~~$187~~$217 million in the first ~~half~~quarter of ~~2021~~2022 and $3$57 million in the first ~~half~~quarter of ~~2020.~~2021. The increase was ~~due~~driven by in-store investments related to ~~proceeds from~~Sephora shop-in-shop build-outs, store refreshes, and other customer experience and sales driving enhancements.

During the ~~sale of real estate in the second~~first quarter of ~~2020.~~2022 we opened 48 Sephora-branded retail shop-in-shops and now have a total of 248 Sephora shop-in-shops open. We are planning on opening another 352 shop-in-shops in 2022 and 250 shop-in-shops in 2023.

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

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

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

Financing activities used ~~$1.2 billion~~$264 million in the first ~~half~~quarter of ~~2021~~2022 and ~~generated $1.4 billion~~$883 million in the first ~~half~~quarter of ~~2020.~~2021.

In March 2021, we issued $500 million in aggregate principal amount of 3.375% notes with semi-annual interest payments beginning in November 2021. The notes include coupon rate step ups if our long-term debt is downgraded to below a BBB- credit rating by S&P Global Ratings or Baa3 by Moody’s Investors Service, Inc. The notes mature in May 2031.

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.

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, 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.

We paid cash for treasury stock purchases of ~~$301~~$158 million ~~in the first half of 2021 and $8 million in the first half of 2020. During the first quarter of 2021, we reinstated our share repurchase program which had been suspended~~ in the first quarter of ~~2020~~2022 and $46 million in ~~response~~the first quarter of 2021. The 2022 purchases were made pursuant to ~~COVID-19.~~a Rule 10b5-1 plan adopted in November 2021. 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 ~~$77~~$63 million ($0.50 per share) in the first ~~half~~quarter of ~~2021~~2022 and ~~$108~~$39 million ($~~0.704~~0.25 per share) in the first ~~half of 2020. During the first~~ quarter of ~~2021, we reinstated our dividend program which had been suspended beginning in the second quarter of 2020 in response to COVID-19.~~2021. On ~~August~~May 10, ~~2021,~~2022, our Board of Directors declared a quarterly cash dividend on our common stock of ~~$0.25~~$0.50 per share. The dividend is payable ~~September~~June 22, ~~2021~~2022 to shareholders of record at the close of business on ~~September~~June 8, ~~2021.~~2022.

As of ~~July 31, 2021,~~April 30, 2022, our credit ratings and outlook were as follows:

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

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

The decrease in our working capital and current ratio ~~are~~is primarily due to lower cash balances as a result of higher share repurchases, higher capital expenditures, and an increase in ~~accounts payable driven by higher inventory receipts as well as an increase in accrued liabilities.~~inventory.

As of ~~July 31, 2021,~~April 30, 2022, we were in compliance with all covenants in our debt instruments and expect to remain in compliance during the remainder of fiscal ~~2021.~~2022.

During the first half of 2021, we issued $500 million in aggregate principal amount of 3.375% notes due in 2031. We also completed a cash tender offer for $1.0 billion of our senior unsecured 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 ~~2020~~2021 Form ~~10-K.~~

We have not provided any financial guarantees arising from arrangements with unconsolidated entities or persons as of ~~July 31, 2021.~~April 30, 2022.

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. There have been no significant changes in the critical accounting policies and estimates discussed in our ~~2020~~2021 Form 10-K.

Our operating results are subject to interest rate risk as the $500 million of notes issued in March 2021 include coupon rate step ups if our long-term debt is downgraded to below a BBB- credit rating by S&P Global Ratings or Baa3 by Moody’s Investors Service, Inc. There have been no ~~other~~ significant changes in the ~~Quantitative and Qualitative Disclosures About Market Risk~~market risks described in our ~~2020~~2021 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 ~~July 31, 2021~~April 30, 2022 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 ~~2020~~2021 Form ~~10-K.~~10-K, other than what is noted below.

We are engaged in a strategic review process, and there can be no assurance as to its outcome.

Our board of directors previously announced that it is engaged in a process to review strategic alternatives, including a potential sale of the company. While we have engaged with multiple parties, and have received preliminary, non-binding proposals to acquire our company, there can be no assurance that we will receive fully financed bids to acquire our company or when those bids may be received, that those proposals will result in an agreement to sell the company or that any such agreement will be consummated. If our board decides to proceed with a strategic transaction, it may not be at a price that our investors view as attractive relative to the value of our standalone strategic plan. Additionally, the closing of any such transaction would be dependent upon a number of factors that may be beyond our control, including, among other factors, market conditions, regulatory factors, industry trends, the interest of third parties in our business and the availability of financing to potential buyers on reasonable terms. If our board decides not to proceed with a strategic transaction, this could have a negative effect on the market price and volatility of our common stock. In either case, we may incur substantial expenses associated with identifying and evaluating potential strategic transactions, the process may be time consuming and disruptive to our business, and we may be subject to costly and time-consuming litigation regarding our board of directors’ decision to proceed or not to proceed with a strategic transaction. Speculation and uncertainty regarding this process may also have a negative effect on the market price and volatility of our common stock.

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

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 ~~July 31, 2021:~~April 30, 2022:

On August 10, 2021, the Board of Directors of the Company approved and adopted the Amended and Restated Bylaws (the “Bylaws”), which became effective the same day, in order to, among other things, revise the period in which notices of nominations for elections of directors in connection with annual meetings may be given, to revise the information that must be provided in connection with such notices, to specify when that information must be updated, and to make certain conforming changes to the “proxy access” provisions of the Bylaw. The preceding summary of the amendments to the Bylaws is qualified in its entirety by reference to, and should be read in connection with, the complete copy of the Amended and Restated Bylaws filed herewith as Exhibits 3.1 (clean) and 3.2 (marked).

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)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	KSS	New York Stock Exchange
Preferred Stock Purchase Rights	—	New York Stock Exchange


PART I	FINANCIAL INFORMATION	3
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	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2120
Item 4.	Controls and Procedures	2120

PART II	OTHER INFORMATION	2221
Item 1A.	Risk Factors	2221
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
~~Item 5.~~	~~Other Information~~	2221
Item 6.	Exhibits	2322
	Signatures	2423


Net sales	~~Increase low-twenties %~~0% to 1% vs ~~2020~~2021
Operating margin	~~7.4%~~7.0% - ~~7.6%~~7.2%
~~Adjusted diluted~~Diluted earnings per share ~~(a)~~	~~$5.80~~$6.45 - ~~$6.10~~$6.85
Capital expenditures	~~$600 - $650~~$850 million
Share repurchases	~~$500 - $700 million~~At least $1 billion


	Moody’s	Standard & Poor’s	Fitch
Long-term debt	Baa2	BBB-	BBB-
Outlook	~~Negative~~Stable	Stable	Stable


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


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


(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 2 - May 29, 2021	521,225	$57.84	503,364	$1,955
May 30 - July 3, 2021	2,697,721	54.26	2,676,770	1,810
July 4 - Jul 31, 2021	1,583,374	51.04	1,573,580	1,730
Total	4,802,320	$53.59	4,753,714	$1,730


Exhibit		Description
~~3.1~~10.1		Amended and Restated ~~Bylaws (clean version), incorporated~~Credit Card Program Agreement dated as of March 14, 2022, by ~~reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated August 10, 2021.~~
~~3.2~~		~~Amended~~ and ~~Restated Bylaws (marked version), incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K dated August 10, 2021.~~between Kohl’s, Inc. and Capital One, National Association.
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 2, ~~2021~~2022	/s/ Jill Timm
	Jill Timm On behalf of the Registrant and as Chief Financial Officer (Principal Financial Officer)