10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended November 3, 2018

OR

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

For the Transition period from ________ to _________

Commission file number 1-11084

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	39-1630919
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin	53051
(Address of principal executive offices)	(Zip Code)

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

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.   ☐

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

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

KOHL’S CORPORATION

INDEX

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	Consolidated Statements of Changes in Shareholders' Equity	5
	Consolidated Statements of Cash Flows	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II	OTHER INFORMATION
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 6.	Exhibits	22
Signatures		23

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

KOHL’S CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in Millions)	November 3, 2018			February 3, 2018			October 28, 2017
Assets				As Adjusted (a)			As Adjusted (a)
Current assets:
Cash and cash equivalents	$	1,047		$	1,308		$	736
Merchandise inventories		4,844			3,542			4,632
Other		446			530			379
Total current assets		6,337			5,380			5,747
Property and equipment, net		7,538			7,773			7,974
Other assets		243			236			226
Total assets	$	14,118		$	13,389		$	13,947
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	2,583		$	1,271		$	2,113
Accrued liabilities		1,289			1,213			1,294
Income taxes payable		14			99			24
Current portion of capital lease and financing obligations		121			126			131
Total current liabilities		4,007			2,709			3,562
Long-term debt		2,272			2,797			2,796
Capital lease and financing obligations		1,528			1,591			1,622
Deferred income taxes		201			211			272
Other long-term liabilities		657			662			673
Shareholders’ equity:
Common stock		4			4			4
Paid-in capital		3,185			3,078			3,039
Treasury stock, at cost		(10,952	)		(10,651	)		(10,633	)
Accumulated other comprehensive loss		(8	)		(11	)		(12	)
Retained earnings		13,224			12,999			12,624
Total shareholders’ equity		5,453			5,419			5,022
Total liabilities and shareholders’ equity	$	14,118		$	13,389		$	13,947

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

See accompanying Notes to Consolidated Financial Statements

3

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended				Nine Months Ended
(Dollars in Millions, Except per Share Data)	November 3, 2018		October 28, 2017		November 3, 2018		October 28, 2017
			As Adjusted (a)				As Adjusted (a)
Net sales	$	4,369	$	4,312	$	12,632	$	12,274
Other revenue		259		255		774		753
Total revenue		4,628		4,567		13,406		13,027
Cost of merchandise sold		2,752		2,727		7,854		7,680
Operating expenses:
Selling, general, and administrative		1,375		1,340		3,907		3,774
Depreciation and amortization		243		243		725		724
Operating income		258		257		920		849
Interest expense, net		63		74		197		225
Loss on extinguishment of debt		—		—		42		—
Income before income taxes		195		183		681		624
Provision for income taxes		34		66		152		233
Net income	$	161	$	117	$	529	$	391
Net income per share:
Basic	$	0.98	$	0.70	$	3.21	$	2.33
Diluted	$	0.98	$	0.70	$	3.19	$	2.32

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

See accompanying Notes to Consolidated Financial Statements

4

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

	Three Months Ended November 3, 2018
	Common Stock						Treasury Stock						Accumulated Other Comprehensive Loss
(Dollars in Millions, Except per Share Data)	Shares		Amount		Paid-In Capital		Shares			Amount						Retained Earnings			Total
Balance at August 4, 2018		374	$	4	$	3,163		(207	)	$	(10,835	)	$	(8	)	$	13,163		$	5,487
Comprehensive income		—		—		—		—			—			—			161			161
Stock options and awards, net of tax		—		—		22		—			(8	)		—			—			14
Dividends paid ($0.61 per common share)		—		—		—		—			1			—			(100	)		(99	)
Treasury stock purchases		—		—		—		(2	)		(110	)		—			—			(110	)
Balance at November 3, 2018		374	$	4	$	3,185		(209	)	$	(10,952	)	$	(8	)	$	13,224		$	5,453

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

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

See accompanying Notes to Consolidated Financial Statements

5

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - (Continued)

(Unaudited)

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

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

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

See accompanying Notes to Consolidated Financial Statements

6

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
(Dollars in Millions)	November 3, 2018			October 28, 2017
Operating activities				As Adjusted (a)
Net income	$	529		$	391
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		725			724
Share-based compensation		71			34
Deferred income taxes		(13	)		2
Loss on extinguishment of debt		42			—
Other non-cash revenues and expenses		15			(4	)
Changes in operating assets and liabilities:
Merchandise inventories		(1,293	)		(829	)
Accrued and other long-term liabilities		38			(14	)
Accounts payable		1,312			606
Other current and long-term assets		70			50
Income taxes		(73	)		(91	)
Net cash provided by operating activities		1,423			869
Investing activities
Acquisition of property and equipment		(458	)		(547	)
Other		6			18
Net cash used in investing activities		(452	)		(529	)
Financing activities
Treasury stock purchases		(275	)		(288	)
Shares withheld for taxes on vested restricted shares		(29	)		(12	)
Dividends paid		(301	)		(277	)
Reduction of long-term borrowings		(530	)		—
Premium paid on redemption of debt		(35	)		—
Capital lease and financing obligation activity		(95	)		(101	)
Proceeds from stock option exercises		33			—
Net cash used in financing activities		(1,232	)		(678	)
Net decrease in cash and cash equivalents		(261	)		(338	)
Cash at beginning of period		1,308			1,074
Cash at end of period	$	1,047		$	736
Supplemental information
Interest paid, net of capitalized interest	$	192		$	192
Income taxes paid		266			322
Non-cash investing and financing activities
Property and equipment acquired through additional liabilities	$	20		$	42

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

See accompanying Notes to Consolidated Financial Statements

7

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 February 3, 2018 (Commission File No. 1-11084) as filed with the Securities and Exchange Commission.

Due to the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

We operate as a single business unit.

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

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

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

8

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2. Revenue Recognition

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

Net Sales

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

The following table summarizes net sales by line of business for the periods ended November 3, 2018 and October 28, 2017:

	Three Months Ended				Nine Months Ended
(Dollars in Millions)	November 3, 2018		October 28, 2017		November 3, 2018		October 28, 2017
Women's	$	1,287	$	1,276	$	3,982	$	3,883
Men's		925		890		2,668		2,550
Home		719		713		2,090		2,035
Children's		650		640		1,569		1,534
Footwear		465		473		1,334		1,288
Accessories		323		320		989		984
Net Sales	$	4,369	$	4,312	$	12,632	$	12,274

We maintain various rewards programs whereby customers earn rewards based on their spending and other promotional activities. The rewards are typically in the form of dollar off discounts which can be used on future purchases. These programs create performance obligations which require us to defer a portion of the original sale until the rewards are redeemed. Sales are recorded net of returns. At the end of each reporting period, we record a reserve based on historical return rates and patterns which reverses sales that we expect to be returned in the following period. Revenue from the sale of Kohl's gift cards is recognized when the gift card is redeemed. Liabilities for performance obligations resulting from our rewards programs, return reserves, and unredeemed gift cards and merchandise return cards totaled $337 million as of November 3, 2018, $422 million as of February 3, 2018and$335 million as of October 28, 2017.

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

Other Revenue

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

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

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

9

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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

Nine Months Ended October 28, 2017 (Dollars in Millions, Except per Share Data)	As Previously Reported		New Standard Adjustment			Adjusted
Net sales	$	12,319	$	(45	)	$	12,274
Other revenue				753			753
Total revenue				708			13,027
Cost of merchandise sold		7,693		(13	)		7,680
Gross margin		4,626
Operating expenses:
Selling, general and administrative		3,053		721			3,774
Depreciation and amortization		724		-			724
Operating income		849		-			849
Interest expense, net		225		-			225
Income before income taxes		624		-			624
Provision for income taxes		233		-			233
Net income	$	391	$	-		$	391
Net income per share:
Basic	$	2.33	$	-		$	2.33
Diluted	$	2.32	$	-		$	2.32

10

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

October 28, 2017 (Dollars in Millions)	As Previously Reported		New Standard Adjustment			Adjusted
Assets
Current assets:
Cash and cash equivalents	$	736	$	-		$	736
Merchandise inventories		4,632		-			4,632
Other		332		47			379
Total current assets		5,700		47			5,747
Property and equipment, net		7,974		-			7,974
Other assets		226		-			226
Total assets	$	13,900	$	47		$	13,947
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	2,113	$	-		$	2,113
Accrued liabilities		1,237		57			1,294
Income taxes payable		24		-			24
Current portion of capital lease and financing obligations		131		-			131
Total current liabilities		3,505		57			3,562
Long-term debt		2,796		-			2,796
Capital lease and financing obligations		1,622		-			1,622
Deferred income taxes		275		(3	)		272
Other long-term liabilities		673		-			673
Total shareholders’ equity		5,029		(7	)		5,022
Total liabilities and shareholders’ equity	$	13,900	$	47		$	13,947

11

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

February 3, 2018 (Dollars in Millions)	As Previously Reported		New Standard Adjustment			Adjusted
Assets
Current assets:
Cash and cash equivalents	$	1,308	$	-		$	1,308
Merchandise inventories		3,542		-			3,542
Other		481		49			530
Total current assets		5,331		49			5,380
Property and equipment, net		7,773		-			7,773
Other assets		236		-			236
Total assets	$	13,340	$	49		$	13,389
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	1,271	$	-		$	1,271
Accrued liabilities		1,155		58			1,213
Income taxes payable		99		-			99
Current portion of capital lease and financing obligations		126		-			126
Total current liabilities		2,651		58			2,709
Long-term debt		2,797		-			2,797
Capital lease and financing obligations		1,591		-			1,591
Deferred income taxes		213		(2	)		211
Other long-term liabilities		662		-			662
Total shareholders’ equity		5,426		(7	)		5,419
Total liabilities and shareholders’ equity	$	13,340	$	49		$	13,389

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

3. Store Closure and Restructure Reserve

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

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

12

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

4. Debt

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

							Outstanding
Maturity (Dollars in Millions)	Effective Rate			Coupon Rate			November 3, 2018		February 3, 2018 & October 28, 2017
2021		4.81	%		4.00	%	$	413	$	650
2023		3.25	%		3.25	%		350		350
2023		4.78	%		4.75	%		184		300
2025		4.25	%		4.25	%		650		650
2029		7.36	%		7.25	%		42		99
2033		6.05	%		6.00	%		112		166
2037		6.89	%		6.88	%		101		150
2045		5.57	%		5.55	%		433		450
		4.76	%				$	2,285	$	2,815

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

Our long-term debt is classified as Level 1, financial instruments with unadjusted, quoted prices listed on active market exchanges. The estimated fair value of our long-term debt was $2.3 billion at November 3, 2018 and $2.9 billion at both February 3, 2018 and October 28, 2017.

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

5. Stock-Based Compensation

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

	Stock Options					Nonvested Stock Awards					Performance Share Units
(Shares and Units in Thousands)	Shares			Weighted Average Exercise Price		Shares			Weighted Average Grant Date Fair Value		Units			Weighted Average Grant Date Fair Value
Balance - February 3, 2018		1,139		$	50.51		2,811		$	45.60		660		$	44.97
Granted		—			—		1,017			63.57		187			65.71
Exercised/vested		(992	)		50.46		(1,102	)		47.56		(38	)		78.35
Forfeited/expired		(2	)		53.38		(78	)		48.78		(5	)		46.91
Balance - November 3, 2018		145		$	51.87		2,648		$	51.62		804		$	48.21

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KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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. Net Income Per Share

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

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

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

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

For purposes of the following discussion, unless noted, all references to "the quarter" and "the third quarter" are for the three fiscal months (13 weeks) ended November 3, 2018 and October 28, 2017. References to "year to date" are for the nine fiscal months (39 weeks) ended November 3, 2018 and October 28, 2017.  

The following discussion should be read in conjunction with our Consolidated Financial Statements and the related notes included elsewhere in this report, as well as the financial and other information included in our 2017 Annual Report on Form 10-K (our "2017 Form 10-K"). The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could materially differ from those discussed in these forward-looking statements.  Factors that could cause or contribute to those differences include, but are not limited to, those discussed elsewhere in this report and in our 2017 Form 10-K (particularly in "Risk Factors").

Executive Summary

As of November 3, 2018, we operated 1,159 Kohl's department stores, a website (www.Kohls.com), 12 FILA outlets, and four Off-Aisle clearance centers. Our Kohl's stores and website sell moderately-priced proprietary and national brand apparel, footwear, accessories, beauty and home products. Our Kohl's stores generally carry a consistent merchandise assortment with some differences attributable to local preferences. Our website includes merchandise which is available in our stores, as well as merchandise that is available only on-line.

Key financial results for the quarter included:

• 2.5% increase in comparable sales on a shifted basis

• 25 basis point increase in gross margin as a percent of net sales

• SG&A as a percentage of total revenue deleveraged 37 basis points

• 40% increase in diluted earnings per share

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

Results of Operations

Net Sales

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

The following results are on a shifted comparable sales basis:

• The increases in comparable sales reflect higher average transaction value for both the quarter and year-to-date periods.  For the quarter, we also saw a positive trend in transactions.

• By line of business, all businesses except Accessories reported increases in comparable sales for both the quarter and year-to-date periods.  Women’s was positive for the second consecutive quarter.  Men’s and Children’s led the Company for the quarter.  Year to date, Men’s and Footwear led the Company.

• Geographically, all regions reported increases in comparable sales for both the quarter and year-to-date periods.  The Midwest region outperformed the Company average in both periods, while the Southeast underperformed the Company average.

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Other Revenue

Other revenue increased $4 million, or 2%, to $259 million for the third quarter of 2018 and $21 million, or 3%, to $774 million year to date.  Higher revenue earned from third-party advertisers on our website contributed to the increases in both periods.  Year to date, the increase also includes higher credit revenue and unredeemed gift card and merchandise return card revenue (breakage).

Cost of Merchandise Sold and Gross Margin

	Quarter								Year to Date
(Dollars in Millions)	2018			2017			Change		2018			2017			Change
Net sales	$	4,369		$	4,312		$	57	$	12,632		$	12,274		$	358
Cost of merchandise sold		2,752			2,727			25		7,854			7,680		174
Gross margin	$	1,617		$	1,585		$	32	$	4,778		$	4,594		$	184
Gross margin as a percent of net sales		37.0	%		36.8	%	25 bp			37.8	%		37.4	%	39 bp

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

The increase in gross margin as a percent of net sales reflects the benefit of less permanent and promotional markdowns due to our ongoing inventory management initiatives.    

Selling, General and Administrative Expenses ("SG&A")

	Quarter								Year to Date
(Dollars in Millions)	2018			2017			Change		2018			2017			Change
SG&A	$	1,375		$	1,340		$	35	$	3,907		$	3,774		$	133
As a percent of total revenue		29.7	%		29.3	%	37 bp			29.1	%		29.0	%	17 bp

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

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

(Dollars in Millions)	Quarter			Year to Date
Corporate costs	$	25		$	60
Technology		15			51
Distribution costs		6			11
Store expenses		—			14
Marketing		(11	)		(3	)
Total increase	$	35		$	133

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

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For both periods, stores and marketing expenses leveraged.  As planned, technology expenses did not leverage as we made deliberate investments in the cloud and other technology initiatives to drive future efficiencies and growth.  Corporate expenses also deleveraged due to higher incentives for the quarter and leadership changes for the year-to-date period.

Other Expenses

	Quarter							Year to Date
(Dollars in Millions)	2018		2017		Change			2018		2017		Change
Depreciation and amortization	$	243	$	243	$	-		$	725	$	724	$	1
Interest expense, net		63		74		(11	)		197		225		(28	)
Loss on extinguishment of debt		—		—		—			42		—		42

Depreciation and amortization was consistent with last year for both periods.

Interest expense, net decreased due to the benefits of the $500 million debt tender transaction executed in March 2018, as well as increased interest income due to higher yield and investment balances.  

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

Income Taxes

	Quarter									Year to Date
(Dollars in Millions)	2018			2017			Change			2018			2017			Change
Provision for income taxes	$	34		$	66		$	(32	)	$	152		$	233		$	(81	)
Effective tax rate		17.6	%		36.1	%					22.3	%		37.3	%

The decreases in the provision for income taxes and the effective tax rate were primarily due to the benefit of tax reform as well as favorable audit results.

Income before Income Taxes, Net Income and Earnings Per Diluted Share

	Year to Date
	2018						2017
(Dollars in Millions, Except per Share Data)	Income before Income Taxes		Net Income		Earnings Per Diluted Share		Income before Income Taxes		Net Income		Earnings Per Diluted Share
GAAP	$	681	$	529	$	3.19	$	624	$	391	$	2.32
Loss on extinguishment of debt		42		32		0.19		—		—		—
Adjusted (Non-GAAP)	$	723	$	561	$	3.38	$	624	$	391	$	2.32

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

Seasonality and Inflation

Our business, like that of most retailers, is subject to seasonal influences, with the major portion of sales and income typically realized during the second half of each fiscal year, which includes the back-to-school and holiday seasons. Approximately 15% of annual sales typically occur during the back-to-school season and 30% during the holiday season. Because of the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

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

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Liquidity and Capital Resources

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

Cash Uses	Cash Sources
•Operational needs, including salaries,         rent, taxes and other costs of running our business •Capital expenditures •Inventory •Dividend payments •Share repurchases •Debt reduction	•Cash flow from operations •Short-term trade credit, in the form of extended payment terms •Line of credit under our revolving credit facility

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

							Increase/(Decrease) in Cash
(Dollars in Millions)	2018			2017			$			%
Net cash provided by (used in):
Operating activities	$	1,423		$	869		$	554			64	%
Investing activities		(452	)		(529	)		77			15	%
Financing activities		(1,232	)		(678	)		(554	)		(82	)%

Operating Activities

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

Investing Activities

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

Financing Activities

Financing activities used cash of $1.2 billion in the first three quarters of 2018, an increase of $554 million over the first three quarters of 2017.

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

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

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

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As of November 3, 2018, our credit ratings were as follows:

	Moody’s	Standard & Poor’s	Fitch
Long-term debt	Baa2	BBB-	BBB

Key Financial Ratios

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

(Dollars in Millions)	November 3, 2018			October 28, 2017
Working capital	$	2,330		$	2,185
Current ratio		1.58			1.61
Debt/capitalization		41.8	%		47.5	%

The increases in our working capital and current ratio include a $311 million increase in cash despite $530 million in debt reductions during the first nine months of 2018.  The debt/capitalization ratio reflects the benefit of lower debt outstanding.

Debt Covenant Compliance

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

Contractual Obligations

Aside from the $530 million reduction in outstanding debt and the resulting decline in our interest expense, there have been no significant changes in the contractual obligations disclosed in our 2017 Form 10-K.

Off-Balance Sheet Arrangements

We have not provided any financial guarantees as of November 3, 2018.

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

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect reported amounts. Management has discussed the development, selection and disclosure of its estimates and assumptions with the Audit Committee of our Board of Directors. There have been no significant changes in the critical accounting policies and estimates discussed in our 2017 Form 10-K.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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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.

Changes in Internal Control Over Financial Reporting

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

PART II. OTHER INFORMATION

Item 1A. Risk Factors

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

This Form 10-Q contains "forward-looking statements" made within the meaning of the Private Securities Litigation Reform Act of 1995.  Words such as "believes," “anticipates,” “plans,” "may," "intends," "will," "should," “expects” and similar expressions are intended to identify forward-looking statements.  Forward-looking statements may include comments about our future sales or financial performance and our plans, performance, and other objectives, expectations or intentions, such as statements regarding our liquidity, debt service requirements, planned capital expenditures, future store initiatives, and adequacy of capital resources and reserves. Forward-looking statements are based on our management’s then current views and assumptions and, as a result, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Any such forward-looking statements are qualified by the important risk factors described in Part I, Item 1A of our 2017 Form 10-K or disclosed from time to time in our filings with the SEC, that could cause actual results to differ materially from those predicted by the forward-looking statements. Forward-looking statements relate to the date initially made, and we undertake no obligation to update them.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We did not sell any securities during the quarter ended November 3, 2018, which were not registered under the Securities Act of 1933, as amended.

20

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

(Dollars in Millions)	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
August 5 - September 1, 2018		409,837	$	77.04		382,828	$	1,408
September 2 - October 6, 2018		636,828		77.04		559,120		1,364
October 7 - November 3, 2018		523,364		73.15		518,400		1,327
Total		1,570,029	$	75.72		1,460,348	$	1,327

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Item 6. Exhibits

Exhibit	Description
10.1	Non-Employee Director Compensation Program.
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Kohl’s Corporation (Registrant)
Date: December 7, 2018	/s/ Bruce Besanko
	Bruce Besanko On behalf of the Registrant and as Chief Financial Officer (Principal Financial Officer)

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EX-10.1

Exhibit 10.1

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

Directors who are not employees of Kohl’s or any of its subsidiaries (“Non-Employee Directors”) receive cash retainer fees in the following amounts:

• All Non-Employee Directors receive a base annual retainer fee of $125,000.

Equity awards are granted to Non-Employee Directors from time to time pursuant to our 2017 Long Term Compensation Plan.  These awards are granted following a Non-Employee Director’s initial election to the Board and each time that director is re-elected by the shareholders to serve a new term.  Annual equity awards typically have the following “grant date fair values,” calculated in accordance with FASB ASC Topic 718:

• All Non-Employee Directors receive an annual base award with a grant date fair value of $125,000;

• The independent Chair of the Board receives an additional annual award with a grant date fair value of $200,000;

• The Chair of the Governance & Nominating Committee receives an additional annual award with a grant date fair value of $10,000;

• The Chair of the Compensation Committee receives an additional annual award with a grant date fair value of $20,000; and

• The Chair of the Audit Committee receives an additional annual award with a grant date fair value of $25,000.

The above-described awards are typically in the form of restricted shares that vest on the first anniversary of the date of grant.

Non-Employee Directors receive no additional compensation for participation in Board of Directors’ or committee meetings.  Non-Employee Directors are, however, reimbursed for travel and other expenses related to attendance at these meetings as well as travel and other expenses related to attendance at educational seminars approved in advance by the Governance & Nominating Committee.

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michelle Gass, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Kohl's Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated:   December 7, 2018/s/ Michelle Gass

Michelle Gass

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bruce Besanko, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Kohl's Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated:   December 7, 2018/s/ Bruce Besanko

Bruce Besanko

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT

BY CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michelle Gass, Chief Executive Officer of Kohl's Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the undersigned's knowledge, on the date of this Certification:  

1. This Quarterly Report on Form 10-Q of the Company for the quarterly period ended November 3, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. That the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:   December 7, 2018                                         /s/ Michelle Gass          

                                                                                     Michelle Gass

                                                                                     Chief Executive Officer

                                                                                     (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF PERIODIC REPORT

BY CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Bruce Besanko, Chief Financial Officer of Kohl's Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the undersigned's knowledge, on the date of this Certification:  

1. This Quarterly Report on Form 10-Q of the Company for the quarterly period ended November 3, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. That the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:   December 7, 2018                                         /s/ Bruce Besanko                                

                                                                                     Bruce Besanko

                                                                                     Chief Financial Officer

                                                                                     (Principal Financial Officer)

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Document and Entity Information - shares	9 Months Ended
	Nov. 03, 2018	Dec. 01, 2018
Document And Entity Information [Abstract]
Entity Registrant Name	KOHLS CORP
Entity Central Index Key	0000885639
Current Fiscal Year End Date	--02-02
Entity Filer Category	Large Accelerated Filer
Trading Symbol	KSS
Document Type	10-Q
Document Period End Date	Nov. 03, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		165,129,371
Entity Small Business	false
Entity Emerging Growth Company	false

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Nov. 03, 2018	Feb. 03, 2018	[1]	Oct. 28, 2017	[1]
Current assets:
Cash and cash equivalents	$ 1,047	$ 1,308		$ 736
Merchandise inventories	4,844	3,542		4,632
Other	446	530		379
Total current assets	6,337	5,380		5,747
Property and equipment, net	7,538	7,773		7,974
Other assets	243	236		226
Total assets	14,118	13,389		13,947
Current liabilities:
Accounts payable	2,583	1,271		2,113
Accrued liabilities	1,289	1,213		1,294
Income taxes payable	14	99		24
Current portion of capital lease and financing obligations	121	126		131
Total current liabilities	4,007	2,709		3,562
Long-term debt	2,272	2,797		2,796
Capital lease and financing obligations	1,528	1,591		1,622
Deferred income taxes	201	211		272
Other long-term liabilities	657	662		673
Shareholders’ equity:
Common stock	4	4		4
Paid-in capital	3,185	3,078		3,039
Treasury stock, at cost	(10,952)	(10,651)		(10,633)
Accumulated other comprehensive loss	(8)	(11)		(12)
Retained earnings	13,224	12,999		12,624
Total shareholders’ equity	5,453	5,419		5,022
Total liabilities and shareholders’ equity	$ 14,118	$ 13,389		$ 13,947

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

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CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Nov. 03, 2018	Oct. 28, 2017	[1]	Nov. 03, 2018	Oct. 28, 2017	[1]
Total revenue	$ 4,628	$ 4,567		$ 13,406	$ 13,027
Cost of merchandise sold	2,752	2,727		7,854	7,680
Operating expenses:
Selling, general and administrative	1,375	1,340		3,907	3,774
Depreciation and amortization	243	243		725	724
Operating income	258	257		920	849
Interest expense, net	63	74		197	225
Loss on extinguishment of debt				42
Income before income taxes	195	183		681	624
Provision for income taxes	34	66		152	233
Net income	$ 161	$ 117		$ 529	$ 391
Net income per share:
Basic	$ 0.98	$ 0.70		$ 3.21	$ 2.33
Diluted	$ 0.98	$ 0.70		$ 3.19	$ 2.32
Product
Revenue	$ 4,369	$ 4,312		$ 12,632	$ 12,274
Product and Service, Other
Revenue	$ 259	$ 255		$ 774	$ 753

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

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CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions		Total		Previously Reported [Member]	As Adjusted [Member]	Common Stock	Common Stock Previously Reported [Member]	Common Stock As Adjusted [Member]	Paid-In Capital	Paid-In Capital Previously Reported [Member]	Paid-In Capital As Adjusted [Member]	Treasury Stock	Treasury Stock Previously Reported [Member]	Treasury Stock As Adjusted [Member]	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Previously Reported [Member]	Accumulated Other Comprehensive Income (Loss) As Adjusted [Member]	Retained Earnings	Retained Earnings Previously Reported [Member]	Retained Earnings As Adjusted [Member]
Change in accounting standard | Accounting Standards Update 2014-09	[1]	$ (7)																$ (7)
Beginning Balance at Jan. 28, 2017				$ 5,177	$ 5,170		$ 4	$ 4		$ 3,003	$ 3,003		$ (10,338)	$ (10,338)		$ (14)	$ (14)		$ 12,522	$ 12,515
Beginning Balance (in shares) at Jan. 28, 2017							371	371					(197)	(197)
Comprehensive income		393													$ 2			391
Stock options and awards, net of tax		24							$ 36			$ (12)
Stock options and awards, (in shares)						2
Dividends paid		(277)										5						(282)
Treasury stock purchases		(288)										$ (288)
Treasury stock purchases, (in shares)												(8)
Ending Balance at Oct. 28, 2017		5,022	[2]			$ 4			3,039			$ (10,633)			(12)			12,624
Ending Balance (Accounting Standards Update 2014-09) at Oct. 28, 2017		5,029
Ending Balance (in shares) at Oct. 28, 2017						373						(205)
Change in accounting standard | Accounting Standards Update 2014-09	[1]	(7)																(7)
Beginning Balance at Jul. 29, 2017				5,028	5,021		$ 4	$ 4		3,026	3,026		$ (10,596)	$ (10,596)		(12)	(12)		12,606	12,599
Beginning Balance (in shares) at Jul. 29, 2017							372	372					(203)	(203)
Comprehensive income		117																117
Stock options and awards, net of tax		13							13
Stock options and awards, (in shares)						1
Dividends paid		(91)										$ 1						(92)
Treasury stock purchases		(38)										$ (38)
Treasury stock purchases, (in shares)												(2)
Ending Balance at Oct. 28, 2017		5,022	[2]			$ 4			3,039			$ (10,633)			(12)			12,624
Ending Balance (Accounting Standards Update 2014-09) at Oct. 28, 2017		5,029
Ending Balance (in shares) at Oct. 28, 2017						373						(205)
Change in accounting standard | Accounting Standards Update 2014-09	[1]	(7)																(7)
Beginning Balance at Feb. 03, 2018		5,419	[2]	$ 5,426	$ 5,419		$ 4	$ 4		$ 3,078	$ 3,078		$ (10,651)	$ (10,651)		$ (11)	$ (11)		$ 13,006	$ 12,999
Beginning Balance (Accounting Standards Update 2014-09) at Feb. 03, 2018		5,426
Beginning Balance (in shares) at Feb. 03, 2018							373	373					(205)	(205)
Comprehensive income		532													3			529
Stock options and awards, net of tax		78							107			$ (29)
Stock options and awards, (in shares)						1
Dividends paid		(301)										3						(304)
Treasury stock purchases		(275)										$ (275)
Treasury stock purchases, (in shares)												(4)
Ending Balance at Nov. 03, 2018		5,453				$ 4			3,185			$ (10,952)			(8)			13,224
Ending Balance (in shares) at Nov. 03, 2018						374						(209)
Beginning Balance at Aug. 04, 2018		5,487				$ 4			3,163			$ (10,835)			(8)			13,163
Beginning Balance (in shares) at Aug. 04, 2018						374						(207)
Comprehensive income		161																161
Stock options and awards, net of tax		14							22			$ (8)
Dividends paid		(99)										1						(100)
Treasury stock purchases		(110)										$ (110)
Treasury stock purchases, (in shares)												(2)
Ending Balance at Nov. 03, 2018		$ 5,453				$ 4			$ 3,185			$ (10,952)			$ (8)			$ 13,224
Ending Balance (in shares) at Nov. 03, 2018						374						(209)

[1] Refer to Note 2 for details on the adoption of the new revenue recognition accounting standard and the impact on previously reported results. See accompanying Notes to Consolidated Financial Statements

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

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CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Nov. 03, 2018	Oct. 28, 2017	Nov. 03, 2018	Oct. 28, 2017
Statement Of Stockholders Equity [Abstract]
Dividends declared and paid per share	$ 0.61	$ 0.55	$ 1.83	$ 1.65

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions		9 Months Ended
		Nov. 03, 2018	Oct. 28, 2017
Operating activities
Net income		$ 529	$ 391	[1]
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		725	724	[1]
Share-based compensation		71	34	[1]
Deferred income taxes		(13)	2	[1]
Loss on extinguishment of debt		42
Other non-cash revenues and expenses		15	(4)	[1]
Changes in operating assets and liabilities:
Merchandise inventories		(1,293)	(829)	[1]
Accrued and other long-term liabilities		38	(14)	[1]
Accounts payable		1,312	606	[1]
Other current and long-term assets		70	50	[1]
Income taxes		(73)	(91)	[1]
Net cash provided by operating activities		1,423	869	[1]
Investing activities
Acquisition of property and equipment		(458)	(547)	[1]
Other		6	18	[1]
Net cash used in investing activities		(452)	(529)	[1]
Financing activities
Treasury stock purchases		(275)	(288)	[1]
Shares withheld for taxes on vested restricted shares		(29)	(12)	[1]
Dividends paid		(301)	(277)	[1]
Reduction of long-term borrowings		(530)
Premium paid on redemption of debt		(35)
Capital lease and financing obligation activity		(95)	(101)	[1]
Proceeds from stock option exercises		33
Net cash used in financing activities		(1,232)	(678)	[1]
Net decrease in cash and cash equivalents		(261)	(338)	[1]
Cash at beginning of period	[1]	1,308	1,074
Cash at end of period		1,047	736	[1]
Supplemental information
Interest paid, net of capitalized interest		192	192	[1]
Income taxes paid		266	322	[1]
Non-cash investing and financing activities
Property and equipment acquired through additional liabilities		$ 20	$ 42	[1]

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

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Basis of Presentation

9 Months Ended

Nov. 03, 2018

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Basis of Presentation

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 February 3, 2018 (Commission File No. 1-11084) as filed with the Securities and Exchange Commission.

Due to the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

We operate as a single business unit.

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

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

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

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Revenue Recognition

9 Months Ended

Nov. 03, 2018

Revenue From Contract With Customer [Abstract]

Revenue Recognition

2. Revenue Recognition

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

Net Sales

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

The following table summarizes net sales by line of business for the periods ended November 3, 2018 and October 28, 2017:

	Three Months Ended				Nine Months Ended
(Dollars in Millions)	November 3, 2018		October 28, 2017		November 3, 2018		October 28, 2017
Women's	$	1,287	$	1,276	$	3,982	$	3,883
Men's		925		890		2,668		2,550
Home		719		713		2,090		2,035
Children's		650		640		1,569		1,534
Footwear		465		473		1,334		1,288
Accessories		323		320		989		984
Net Sales	$	4,369	$	4,312	$	12,632	$	12,274

We maintain various rewards programs whereby customers earn rewards based on their spending and other promotional activities. The rewards are typically in the form of dollar off discounts which can be used on future purchases. These programs create performance obligations which require us to defer a portion of the original sale until the rewards are redeemed. Sales are recorded net of returns. At the end of each reporting period, we record a reserve based on historical return rates and patterns which reverses sales that we expect to be returned in the following period. Revenue from the sale of Kohl's gift cards is recognized when the gift card is redeemed. Liabilities for performance obligations resulting from our rewards programs, return reserves, and unredeemed gift cards and merchandise return cards totaled $337 million as of November 3, 2018, $422 million as of February 3, 2018and$335 million as of October 28, 2017.

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

Other Revenue

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

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

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

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

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

Nine Months Ended October 28, 2017 (Dollars in Millions, Except per Share Data)	As Previously Reported		New Standard Adjustment			Adjusted
Net sales	$	12,319	$	(45	)	$	12,274
Other revenue				753			753
Total revenue				708			13,027
Cost of merchandise sold		7,693		(13	)		7,680
Gross margin		4,626
Operating expenses:
Selling, general and administrative		3,053		721			3,774
Depreciation and amortization		724		-			724
Operating income		849		-			849
Interest expense, net		225		-			225
Income before income taxes		624		-			624
Provision for income taxes		233		-			233
Net income	$	391	$	-		$	391
Net income per share:
Basic	$	2.33	$	-		$	2.33
Diluted	$	2.32	$	-		$	2.32

October 28, 2017 (Dollars in Millions)	As Previously Reported		New Standard Adjustment			Adjusted
Assets
Current assets:
Cash and cash equivalents	$	736	$	-		$	736
Merchandise inventories		4,632		-			4,632
Other		332		47			379
Total current assets		5,700		47			5,747
Property and equipment, net		7,974		-			7,974
Other assets		226		-			226
Total assets	$	13,900	$	47		$	13,947
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	2,113	$	-		$	2,113
Accrued liabilities		1,237		57			1,294
Income taxes payable		24		-			24
Current portion of capital lease and financing obligations		131		-			131
Total current liabilities		3,505		57			3,562
Long-term debt		2,796		-			2,796
Capital lease and financing obligations		1,622		-			1,622
Deferred income taxes		275		(3	)		272
Other long-term liabilities		673		-			673
Total shareholders’ equity		5,029		(7	)		5,022
Total liabilities and shareholders’ equity	$	13,900	$	47		$	13,947

February 3, 2018 (Dollars in Millions)	As Previously Reported		New Standard Adjustment			Adjusted
Assets
Current assets:
Cash and cash equivalents	$	1,308	$	-		$	1,308
Merchandise inventories		3,542		-			3,542
Other		481		49			530
Total current assets		5,331		49			5,380
Property and equipment, net		7,773		-			7,773
Other assets		236		-			236
Total assets	$	13,340	$	49		$	13,389
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	1,271	$	-		$	1,271
Accrued liabilities		1,155		58			1,213
Income taxes payable		99		-			99
Current portion of capital lease and financing obligations		126		-			126
Total current liabilities		2,651		58			2,709
Long-term debt		2,797		-			2,797
Capital lease and financing obligations		1,591		-			1,591
Deferred income taxes		213		(2	)		211
Other long-term liabilities		662		-			662
Total shareholders’ equity		5,426		(7	)		5,419
Total liabilities and shareholders’ equity	$	13,340	$	49		$	13,389

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

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Store Closure and Restructure Reserve

9 Months Ended

Nov. 03, 2018

Restructuring And Related Activities [Abstract]

Store Closure and Restructure Reserve

3. Store Closure and Restructure Reserve

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

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

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Debt

9 Months Ended

Nov. 03, 2018

Debt Disclosure [Abstract]

Debt

4. Debt

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

							Outstanding
Maturity (Dollars in Millions)	Effective Rate			Coupon Rate			November 3, 2018		February 3, 2018 & October 28, 2017
2021		4.81	%		4.00	%	$	413	$	650
2023		3.25	%		3.25	%		350		350
2023		4.78	%		4.75	%		184		300
2025		4.25	%		4.25	%		650		650
2029		7.36	%		7.25	%		42		99
2033		6.05	%		6.00	%		112		166
2037		6.89	%		6.88	%		101		150
2045		5.57	%		5.55	%		433		450
		4.76	%				$	2,285	$	2,815

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

Our long-term debt is classified as Level 1, financial instruments with unadjusted, quoted prices listed on active market exchanges. The estimated fair value of our long-term debt was $2.3 billion at November 3, 2018 and $2.9 billion at both February 3, 2018 and October 28, 2017.

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

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Stock-Based Compensation

9 Months Ended

Nov. 03, 2018

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

5. Stock-Based Compensation

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

	Stock Options					Nonvested Stock Awards					Performance Share Units
(Shares and Units in Thousands)	Shares			Weighted Average Exercise Price		Shares			Weighted Average Grant Date Fair Value		Units			Weighted Average Grant Date Fair Value
Balance - February 3, 2018		1,139		$	50.51		2,811		$	45.60		660		$	44.97
Granted		—			—		1,017			63.57		187			65.71
Exercised/vested		(992	)		50.46		(1,102	)		47.56		(38	)		78.35
Forfeited/expired		(2	)		53.38		(78	)		48.78		(5	)		46.91
Balance - November 3, 2018		145		$	51.87		2,648		$	51.62		804		$	48.21

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Contingencies

9 Months Ended

Nov. 03, 2018

Commitments And Contingencies Disclosure [Abstract]

Contingencies

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.

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Net Income Per Share

9 Months Ended

Nov. 03, 2018

Earnings Per Share [Abstract]

Net Income Per Share

7. Net Income Per Share

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

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

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

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Basis of Presentation (Policies)

9 Months Ended

Nov. 03, 2018

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Leases

Leases

(ASC Topic 842)

Issued February 2016

Effective Q1 2019

Among other things, the new standard requires us to recognize a right-of-use asset and a lease liability on our balance sheet for each lease.  It also changes the presentation and timing of lease-related expenses.

Approximately 5% of our store leases and all of our land leases are not currently recorded on our balance sheet.  Recording right-of-use assets and lease liabilities for these and other non-store leases is expected to have a material impact on our balance sheet.  We are also evaluating the impact that recording right-of-use assets and lease liabilities will have on our income statement and the financial statement impact that the standard will have on leases which are currently recorded on our balance sheet.

Cloud Computing

Cloud Computing

(ASU 2018-15)

Issued August 2018

Effective Q1 2020

Under the new standard, implementation costs related to a cloud computing arrangement will be deferred or expensed as incurred, in accordance with the existing internal-use software guidance for similar costs.

We are evaluating the impact of the new standard, but believe it is generally consistent with our current accounting for cloud computing arrangements and will not have a material impact on our financials.

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Basis of Presentation (Tables)

9 Months Ended

Nov. 03, 2018

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Description of Issued, But Not Yet Effective, Accounting Standards

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

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

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Revenue Recognition (Tables) - Accounting Standards Update 2014-09 [Member]

9 Months Ended

Nov. 03, 2018

Schedule of Net Sales by Line of Business

The following table summarizes net sales by line of business for the periods ended November 3, 2018 and October 28, 2017:

	Three Months Ended				Nine Months Ended
(Dollars in Millions)	November 3, 2018		October 28, 2017		November 3, 2018		October 28, 2017
Women's	$	1,287	$	1,276	$	3,982	$	3,883
Men's		925		890		2,668		2,550
Home		719		713		2,090		2,035
Children's		650		640		1,569		1,534
Footwear		465		473		1,334		1,288
Accessories		323		320		989		984
Net Sales	$	4,369	$	4,312	$	12,632	$	12,274

Schedule of Impact of Adoption of the New Standard by Income Statement Line Item

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

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

Nine Months Ended October 28, 2017 (Dollars in Millions, Except per Share Data)	As Previously Reported		New Standard Adjustment			Adjusted
Net sales	$	12,319	$	(45	)	$	12,274
Other revenue				753			753
Total revenue				708			13,027
Cost of merchandise sold		7,693		(13	)		7,680
Gross margin		4,626
Operating expenses:
Selling, general and administrative		3,053		721			3,774
Depreciation and amortization		724		-			724
Operating income		849		-			849
Interest expense, net		225		-			225
Income before income taxes		624		-			624
Provision for income taxes		233		-			233
Net income	$	391	$	-		$	391
Net income per share:
Basic	$	2.33	$	-		$	2.33
Diluted	$	2.32	$	-		$	2.32

Schedule of Impact of Adoption of the New Standard by Balance Sheet Line Item

October 28, 2017 (Dollars in Millions)	As Previously Reported		New Standard Adjustment			Adjusted
Assets
Current assets:
Cash and cash equivalents	$	736	$	-		$	736
Merchandise inventories		4,632		-			4,632
Other		332		47			379
Total current assets		5,700		47			5,747
Property and equipment, net		7,974		-			7,974
Other assets		226		-			226
Total assets	$	13,900	$	47		$	13,947
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	2,113	$	-		$	2,113
Accrued liabilities		1,237		57			1,294
Income taxes payable		24		-			24
Current portion of capital lease and financing obligations		131		-			131
Total current liabilities		3,505		57			3,562
Long-term debt		2,796		-			2,796
Capital lease and financing obligations		1,622		-			1,622
Deferred income taxes		275		(3	)		272
Other long-term liabilities		673		-			673
Total shareholders’ equity		5,029		(7	)		5,022
Total liabilities and shareholders’ equity	$	13,900	$	47		$	13,947

February 3, 2018 (Dollars in Millions)	As Previously Reported		New Standard Adjustment			Adjusted
Assets
Current assets:
Cash and cash equivalents	$	1,308	$	-		$	1,308
Merchandise inventories		3,542		-			3,542
Other		481		49			530
Total current assets		5,331		49			5,380
Property and equipment, net		7,773		-			7,773
Other assets		236		-			236
Total assets	$	13,340	$	49		$	13,389
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	1,271	$	-		$	1,271
Accrued liabilities		1,155		58			1,213
Income taxes payable		99		-			99
Current portion of capital lease and financing obligations		126		-			126
Total current liabilities		2,651		58			2,709
Long-term debt		2,797		-			2,797
Capital lease and financing obligations		1,591		-			1,591
Deferred income taxes		213		(2	)		211
Other long-term liabilities		662		-			662
Total shareholders’ equity		5,426		(7	)		5,419
Total liabilities and shareholders’ equity	$	13,340	$	49		$	13,389

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Store Closure and Restructure Reserve (Tables)

9 Months Ended

Nov. 03, 2018

Restructuring And Related Activities [Abstract]

Schedule of Restructuring Reserve by Type of Cost

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

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

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Debt (Tables)

9 Months Ended

Nov. 03, 2018

Debt Disclosure [Abstract]

Components of long-term debt

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

							Outstanding
Maturity (Dollars in Millions)	Effective Rate			Coupon Rate			November 3, 2018		February 3, 2018 & October 28, 2017
2021		4.81	%		4.00	%	$	413	$	650
2023		3.25	%		3.25	%		350		350
2023		4.78	%		4.75	%		184		300
2025		4.25	%		4.25	%		650		650
2029		7.36	%		7.25	%		42		99
2033		6.05	%		6.00	%		112		166
2037		6.89	%		6.88	%		101		150
2045		5.57	%		5.55	%		433		450
		4.76	%				$	2,285	$	2,815

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Stock-Based Compensation (Tables)

9 Months Ended

Nov. 03, 2018

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

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

	Stock Options					Nonvested Stock Awards					Performance Share Units
(Shares and Units in Thousands)	Shares			Weighted Average Exercise Price		Shares			Weighted Average Grant Date Fair Value		Units			Weighted Average Grant Date Fair Value
Balance - February 3, 2018		1,139		$	50.51		2,811		$	45.60		660		$	44.97
Granted		—			—		1,017			63.57		187			65.71
Exercised/vested		(992	)		50.46		(1,102	)		47.56		(38	)		78.35
Forfeited/expired		(2	)		53.38		(78	)		48.78		(5	)		46.91
Balance - November 3, 2018		145		$	51.87		2,648		$	51.62		804		$	48.21

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Net Income Per Share (Tables)

9 Months Ended

Nov. 03, 2018

Earnings Per Share [Abstract]

Basic and diluted net income per share calculation

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

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

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Basis of Presentation - Description of Issued, But Not Yet Effective, Accounting Standards (Details)	9 Months Ended
	Nov. 03, 2018
Accounting Standards Update 2016-02 - Leases [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Percentage of store leases unrecorded on Balance Sheet	5.00%

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Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions	9 Months Ended
	Nov. 03, 2018	Feb. 03, 2018	Oct. 28, 2017
Revenue From Contract With Customer [Abstract]
Description of adoption of new accounting pronouncement	Effective February 4, 2018, we adopted Revenue from Contracts with Customers (ASC Topic 606) as required. We adopted the new standard using the full retrospective method. The standard eliminated the transaction and industry specific revenue recognition guidance under prior U.S. GAAP and replaced it with a principles-based approach for revenue recognition and disclosures. Under the standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services.
Sales recorded as commission	$ 0
Liabilities for performance obligations	$ 337	$ 422	$ 335

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Revenue Recognition - Schedule of Net Sales by Line of Business (Detail) - Product - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Nov. 03, 2018	Oct. 28, 2017		Nov. 03, 2018	Oct. 28, 2017
Disaggregation Of Revenue [Line Items]
Net Sales	$ 4,369	$ 4,312	[1]	$ 12,632	$ 12,274	[1]
Women's [Member]
Disaggregation Of Revenue [Line Items]
Net Sales	1,287	1,276		3,982	3,883
Men's [Member]
Disaggregation Of Revenue [Line Items]
Net Sales	925	890		2,668	2,550
Home [Member]
Disaggregation Of Revenue [Line Items]
Net Sales	719	713		2,090	2,035
Children's [Member]
Disaggregation Of Revenue [Line Items]
Net Sales	650	640		1,569	1,534
Footwear [Member]
Disaggregation Of Revenue [Line Items]
Net Sales	465	473		1,334	1,288
Accessories [Member]
Disaggregation Of Revenue [Line Items]
Net Sales	$ 323	$ 320		$ 989	$ 984

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

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Revenue Recognition - Schedule of Impact of Adoption of the New Standard by Income Statement Line Item (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended			9 Months Ended
	Nov. 03, 2018	Oct. 28, 2017		Nov. 03, 2018	Oct. 28, 2017
Operating expenses:
Selling, general and administrative	$ 1,375	$ 1,340	[1]	$ 3,907	$ 3,774	[1]
Depreciation and amortization	243	243	[1]	725	724	[1]
Operating income	258	257	[1]	920	849	[1]
Interest expense, net	63	74	[1]	197	225	[1]
Income before income taxes	195	183	[1]	681	624	[1]
Provision for income taxes	34	66	[1]	152	233	[1]
Net income	$ 161	$ 117	[1]	$ 529	$ 391	[1]
Net income per share:
Basic	$ 0.98	$ 0.70	[1]	$ 3.21	$ 2.33	[1]
Diluted	$ 0.98	$ 0.70	[1]	$ 3.19	$ 2.32	[1]
Product
Revenue Initial Application Period Cumulative Effect Transition [Line Items]
Revenue	$ 4,369	$ 4,312	[1]	$ 12,632	$ 12,274	[1]
Product and Service, Other
Revenue Initial Application Period Cumulative Effect Transition [Line Items]
Revenue	$ 259	255	[1]	$ 774	753	[1]
Accounting Standards Update 2014-09 [Member]
Revenue Initial Application Period Cumulative Effect Transition [Line Items]
Gross margin		1,595			4,626
Operating expenses:
Selling, general and administrative		1,095			3,053
Depreciation and amortization		243			724
Operating income		257			849
Interest expense, net		74			225
Income before income taxes		183			624
Provision for income taxes		66			233
Net income		$ 117			$ 391
Net income per share:
Basic		$ 0.70			$ 2.33
Diluted		$ 0.70			$ 2.32
Accounting Standards Update 2014-09 [Member] | New Standard Adjustment [Member]
Revenue Initial Application Period Cumulative Effect Transition [Line Items]
Revenue		$ 235			$ 708
Operating expenses:
Selling, general and administrative		245			721
Accounting Standards Update 2014-09 [Member] | Adjusted [Member]
Revenue Initial Application Period Cumulative Effect Transition [Line Items]
Revenue		4,567			13,027
Operating expenses:
Selling, general and administrative		1,340			3,774
Depreciation and amortization		243			724
Operating income		257			849
Interest expense, net		74			225
Income before income taxes		183			624
Provision for income taxes		66			233
Net income		$ 117			$ 391
Net income per share:
Basic		$ 0.70			$ 2.33
Diluted		$ 0.70			$ 2.32
Accounting Standards Update 2014-09 [Member] | Product
Revenue Initial Application Period Cumulative Effect Transition [Line Items]
Revenue		$ 4,332			$ 12,319
Cost of merchandise sold		2,737			7,693
Accounting Standards Update 2014-09 [Member] | Product | New Standard Adjustment [Member]
Revenue Initial Application Period Cumulative Effect Transition [Line Items]
Revenue		(20)			(45)
Cost of merchandise sold		(10)			(13)
Accounting Standards Update 2014-09 [Member] | Product | Adjusted [Member]
Revenue Initial Application Period Cumulative Effect Transition [Line Items]
Revenue		4,312			12,274
Cost of merchandise sold		2,727			7,680
Accounting Standards Update 2014-09 [Member] | Product and Service, Other | New Standard Adjustment [Member]
Revenue Initial Application Period Cumulative Effect Transition [Line Items]
Revenue		255			753
Accounting Standards Update 2014-09 [Member] | Product and Service, Other | Adjusted [Member]
Revenue Initial Application Period Cumulative Effect Transition [Line Items]
Revenue		$ 255			$ 753

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

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Revenue Recognition - Schedule of Impact of Adoption of the New Standard by Balance Sheet Line Item (Detail) - USD ($) $ in Millions	Nov. 03, 2018	Aug. 04, 2018	Feb. 03, 2018		Oct. 28, 2017		Jan. 28, 2017	[1]
Assets
Cash and cash equivalents	$ 1,047		$ 1,308	[1]	$ 736	[1]	$ 1,074
Merchandise inventories	4,844		3,542	[1]	4,632	[1]
Other	446		530	[1]	379	[1]
Total current assets	6,337		5,380	[1]	5,747	[1]
Property and equipment, net	7,538		7,773	[1]	7,974	[1]
Other assets	243		236	[1]	226	[1]
Total assets	14,118		13,389	[1]	13,947	[1]
Liabilities and Shareholders’ Equity
Accounts payable	2,583		1,271	[1]	2,113	[1]
Accrued liabilities	1,289		1,213	[1]	1,294	[1]
Income taxes payable	14		99	[1]	24	[1]
Current portion of capital lease and financing obligations	121		126	[1]	131	[1]
Total current liabilities	4,007		2,709	[1]	3,562	[1]
Long-term debt	2,272		2,797	[1]	2,796	[1]
Capital lease and financing obligations	1,528		1,591	[1]	1,622	[1]
Deferred income taxes	201		211	[1]	272	[1]
Other long-term liabilities	657		662	[1]	673	[1]
Total shareholders’ equity	5,453	$ 5,487	5,419	[1]	5,022	[1]
Total liabilities and shareholders’ equity	$ 14,118		13,389	[1]	13,947	[1]
Accounting Standards Update 2014-09 [Member]
Assets
Cash and cash equivalents			1,308		736
Merchandise inventories			3,542		4,632
Other			481		332
Total current assets			5,331		5,700
Property and equipment, net			7,773		7,974
Other assets			236		226
Total assets			13,340		13,900
Liabilities and Shareholders’ Equity
Accounts payable			1,271		2,113
Accrued liabilities			1,155		1,237
Income taxes payable			99		24
Current portion of capital lease and financing obligations			126		131
Total current liabilities			2,651		3,505
Long-term debt			2,797		2,796
Capital lease and financing obligations			1,591		1,622
Deferred income taxes			213		275
Other long-term liabilities			662		673
Total shareholders’ equity			5,426		5,029
Total liabilities and shareholders’ equity			13,340		13,900
Accounting Standards Update 2014-09 [Member] | New Standard Adjustment [Member]
Assets
Other			49		47
Total current assets			49		47
Total assets			49		47
Liabilities and Shareholders’ Equity
Accrued liabilities			58		57
Total current liabilities			58		57
Deferred income taxes			(2)		(3)
Total shareholders’ equity			(7)		(7)
Total liabilities and shareholders’ equity			49		47
Accounting Standards Update 2014-09 [Member] | Adjusted [Member]
Assets
Cash and cash equivalents			1,308		736
Merchandise inventories			3,542		4,632
Other			530		379
Total current assets			5,380		5,747
Property and equipment, net			7,773		7,974
Other assets			236		226
Total assets			13,389		13,947
Liabilities and Shareholders’ Equity
Accounts payable			1,271		2,113
Accrued liabilities			1,213		1,294
Income taxes payable			99		24
Current portion of capital lease and financing obligations			126		131
Total current liabilities			2,709		3,562
Long-term debt			2,797		2,796
Capital lease and financing obligations			1,591		1,622
Deferred income taxes			211		272
Other long-term liabilities			662		673
Total shareholders’ equity			5,419		5,022
Total liabilities and shareholders’ equity			$ 13,389		$ 13,947

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

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Store Closure and Restructure Reserve - Schedule of Restructuring Reserve by Type of Cost (Details) $ in Millions	9 Months Ended
	Nov. 03, 2018 USD ($)
Restructuring And Related Activities [Abstract]
Restructuring Reserve	$ 87
Payments, reversals and additions	(13)
Restructuring Reserve	$ 74

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Debt - Components of Long Term Debt (Details) - USD ($) $ in Millions	Nov. 03, 2018	Feb. 03, 2018	Oct. 28, 2017
Debt Instrument [Line Items]
Effective Rate	4.76%
Total senior debt	$ 2,285	$ 2,815	$ 2,815
Senior Notes [Member] | Senior Notes Due 2021 [Member]
Debt Instrument [Line Items]
Effective Rate	4.81%
Debt Instrument, Interest Rate, Stated Percentage	4.00%
Total senior debt	$ 413	650	650
Senior Notes [Member] | Senior Notes Due 2023 [Member]
Debt Instrument [Line Items]
Effective Rate	3.25%
Debt Instrument, Interest Rate, Stated Percentage	3.25%
Total senior debt	$ 350	350	350
Senior Notes [Member] | Senior Notes 4.78% Due 2023 [Member]
Debt Instrument [Line Items]
Effective Rate	4.78%
Debt Instrument, Interest Rate, Stated Percentage	4.75%
Total senior debt	$ 184	300	300
Senior Notes [Member] | Senior Notes Due 2025 [Member]
Debt Instrument [Line Items]
Effective Rate	4.25%
Debt Instrument, Interest Rate, Stated Percentage	4.25%
Total senior debt	$ 650	650	650
Senior Notes [Member] | Senior Notes Due 2029 [Member]
Debt Instrument [Line Items]
Effective Rate	7.36%
Debt Instrument, Interest Rate, Stated Percentage	7.25%
Total senior debt	$ 42	99	99
Senior Notes [Member] | Senior Notes Due 2033 [Member]
Debt Instrument [Line Items]
Effective Rate	6.05%
Debt Instrument, Interest Rate, Stated Percentage	6.00%
Total senior debt	$ 112	166	166
Senior Notes [Member] | Senior Notes Due 2037 [Member]
Debt Instrument [Line Items]
Effective Rate	6.89%
Debt Instrument, Interest Rate, Stated Percentage	6.88%
Total senior debt	$ 101	150	150
Senior Notes [Member] | Senior Notes Due 2045 [Member]
Debt Instrument [Line Items]
Effective Rate	5.57%
Debt Instrument, Interest Rate, Stated Percentage	5.55%
Total senior debt	$ 433	$ 450	$ 450

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Debt - Additional Information (Details) - USD ($) $ in Millions	9 Months Ended
	Nov. 03, 2018	Feb. 03, 2018	Oct. 28, 2017
Debt Instrument [Line Items]
Unamortized debt discount	$ 13	$ 18	$ 19
Long-term Debt, Fair Value	2,300	$ 2,900	$ 2,900
Reduction of long-term borrowings	530
Loss on extinguishment of debt	42
Premiums paid to holders as a result of tender offer	35
Senior Notes [Member]
Debt Instrument [Line Items]
Reduction of long-term borrowings	530
Loss on extinguishment of debt	42
Premiums paid to holders as a result of tender offer	35
Non cash write off of interest rate hedge on tendered debt	4
Non cash write off of deferred financing costs and original issue discounts on extinguished debt	3
Senior Notes [Member] | Repurchased pursuant to Cash Tender Offer [Member]
Debt Instrument [Line Items]
Reduction of long-term borrowings	500
Senior Notes [Member] | Repurchased on Open Market [Member]
Debt Instrument [Line Items]
Reduction of long-term borrowings	$ 30

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Stock-Based Compensation - Summary of Stock Based Compensation Grants (Details) shares in Thousands	9 Months Ended
	Nov. 03, 2018 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Balance at beginning of year, Weighted Average Exercise Price (in dollars per share) | $ / shares	$ 50.51
Granted, Weighted Average Exercise Price (in dollars per share) | $ / shares	0
Exercised/vested, Weighted Average Exercise Price (in dollars per share) | $ / shares	50.46
Forfeited/expired, Weighted Average Exercise Price (in dollars per share) | $ / shares	53.38
Balance at end of quarter, Weighted Average Exercise Price (in dollars per share) | $ / shares	$ 51.87
Balance at beginning of year, shares | shares	1,139
Granted, shares | shares	0
Exercised/vested, shares | shares	(992)
Forfeited/expired, shares | shares	(2)
Balance at end of quarter, shares | shares	145
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value [Roll Forward]
Balance at beginning of year, Weighted Average Grant Date Fair Value | $ / shares	$ 45.60
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares	63.57
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares	47.56
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares	48.78
Balance at end of quarter, Weighted Average Grant Date Fair Value | $ / shares	$ 51.62
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares	2,811
Granted, shares | shares	1,017
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares	(1,102)
Forfeited/expired performance restricted share units | shares	(78)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares	2,648
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value [Roll Forward]
Balance at beginning of year, Weighted Average Grant Date Fair Value | $ / shares	$ 44.97
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares	65.71
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares	78.35
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares	46.91
Balance at end of quarter, Weighted Average Grant Date Fair Value | $ / shares	$ 48.21
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares	660
Granted, shares | shares	187
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares	(38)
Forfeited/expired performance restricted share units | shares	(5)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares	804

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Net Income Per Share - Basic and Diluted Net Income Per Share Calculation (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended			9 Months Ended
	Nov. 03, 2018	Oct. 28, 2017		Nov. 03, 2018	Oct. 28, 2017
Earnings Per Share [Abstract]
Numerator—Net income	$ 161	$ 117	[1]	$ 529	$ 391	[1]
Denominator—Weighted average shares: Basic	164	166		165	168
Denominator—Weighted average shares: Impact of dilutive stock-based awards	1			1
Denominator—Weighted average shares: Diluted	165	166		166	168
Antidilutive shares		2			3
Net income per share: Basic	$ 0.98	$ 0.70	[1]	$ 3.21	$ 2.33	[1]
Net income per share: Diluted	$ 0.98	$ 0.70	[1]	$ 3.19	$ 2.32	[1]

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