Document and Entity Information - USD ($) $ in Billions |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Mar. 12, 2025 |
Aug. 02, 2024 |
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| Document Information [Line Items] | |||
| Document Type | 10-K | ||
| Amendment Flag | false | ||
| Document Period End Date | Feb. 01, 2025 | ||
| Document Fiscal Year Focus | 2024 | ||
| Document Fiscal Period Focus | FY | ||
| Trading Symbol(s) | KSS | ||
| Entity Registrant Name | KOHL’S CORP | ||
| Entity Central Index Key | 0000885639 | ||
| Current Fiscal Year End Date | --02-01 | ||
| Entity Well-known Seasoned Issuer | Yes | ||
| Entity Current Reporting Status | Yes | ||
| Entity Voluntary Filers | No | ||
| Entity Filer Category | Large Accelerated Filer | ||
| Entity Emerging Growth Company | false | ||
| Entity Small Business | false | ||
| ICFR Auditor Attestation Flag | true | ||
| Document Financial Statement Error Correction | false | ||
| Entity Shell Company | false | ||
| Entity File Number | 1-11084 | ||
| Entity Tax Identification Number | 39-1630919 | ||
| Entity Address, Address Line One | N56 W17000 Ridgewood Drive | ||
| Entity Address, City or Town | Menomonee Falls | ||
| Entity Address, State or Province | WI | ||
| Entity Address, Postal Zip Code | 53051 | ||
| City Area Code | 262 | ||
| Local Phone Number | 703-7000 | ||
| Entity Interactive Data Current | Yes | ||
| Name of each exchange on which registered | NYSE | ||
| Document Annual Report | true | ||
| Document Transition Report | false | ||
| Entity Incorporation, State or Country Code | WI | ||
| Entity Common Stock, Shares Outstanding | 111,323,544 | ||
| Entity Public Float | $ 2.2 | ||
| Documents Incorporated by Reference | Documents Incorporated by Reference: Portions of the Definitive Proxy Statement for the Registrant’s 2025 Annual Meeting of Shareholders are incorporated into Part III. |
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| Auditor Name | Ernst & Young LLP | ||
| Auditor Location | Milwaukee, Wisconsin | ||
| Auditor Firm ID | 42 | ||
| Auditor Opinion | Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Kohl’s Corporation (the Company) as of February 1, 2025 and February 3, 2024, the related consolidated statements of operations, changes in shareholders’ equity and cash flows for each of the three years in the period ended February 1, 2025, and the related notes (collectively referred to as the “consolidated financial statements“). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 20, 2025 expressed an unqualified opinion thereon. |
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| Title of each class | Common Stock, $.01 par value |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares shares in Millions |
Feb. 01, 2025 |
Feb. 03, 2024 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Common stock, shares issued | 126 | 161 |
| Treasury stock, shares | 15 | 50 |
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
|
| Total revenue | $ 16,221 | $ 17,476 | $ 18,098 |
| Cost of merchandise sold | 9,661 | 10,498 | 11,457 |
| Operating expenses: | |||
| Selling, general, and administrative | 5,308 | 5,512 | 5,587 |
| Depreciation and amortization | 743 | 749 | 808 |
| Impairments, store closing, and other costs | 76 | ||
| Operating income | 433 | 717 | 246 |
| Interest expense, net | 319 | 344 | 304 |
| Income (loss) before income taxes | 114 | 373 | (58) |
| Provision (benefit) for income taxes | 5 | 56 | (39) |
| Net income (loss) | $ 109 | $ 317 | $ (19) |
| Net income (loss) per share: | |||
| Basic | $ 0.98 | $ 2.88 | $ (0.15) |
| Diluted | $ 0.98 | $ 2.85 | $ (0.15) |
| Net Sales [Member] | |||
| Total revenue | $ 15,385 | $ 16,586 | $ 17,161 |
| Other Revenue [Member] | |||
| Total revenue | $ 836 | $ 890 | $ 937 |
Pay vs Performance Disclosure - USD ($) $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
|
| Pay vs Performance Disclosure | |||
| Net Income (Loss) | $ 109 | $ 317 | $ (19) |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
|
Feb. 01, 2025
shares
| |
| Director Or Section 16 Officer [Member] | |
| Trading Arrangements, by Individual | |
| Title | director or Section 16 officer |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
| Christie Raymond [Member] | |
| Trading Arrangements, by Individual | |
| Name | Christie Raymond |
| Title | Senior Executive Vice President, Chief Marketing Officer |
| Rule 10b5-1 Arrangement Adopted | true |
| Adoption Date | November 27, 2024 |
| Expiration Date | December 1, 2025 |
| Aggregate Available | 26,500 |
Insider Trading Policies and Procedures |
12 Months Ended |
|---|---|
Feb. 01, 2025 | |
| Insider Trading Policies and Procedures [Line Items] | |
| Insider Trading Policies and Procedures Adopted | true |
Cybersecurity Risk Management and Strategy |
12 Months Ended |
|---|---|
Feb. 01, 2025 | |
| Cybersecurity Risk Management, Strategy, and Governance [Line Items] | |
| Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block] | Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. We designed and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF), International Organization for Standardization (ISO) 27001, and Payment Card Industry Data Security Standard (PCI DSS). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use these frameworks as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels, and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. Our cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our critical systems and information; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • cybersecurity awareness training of our employees, including our incident response personnel; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, and vendors who access our critical systems and data. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See "Risk Factors- Information Systems, Cybersecurity, Data Management, and Privacy Risks". Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to its Audit Committee oversight of cybersecurity and other information technology risks. Our Audit Committee oversees management’s implementation of our cybersecurity risk management program. Our Audit Committee receives regular reports from management on our cybersecurity risks, and our full Board receives periodic updates. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as significant incidents. Our Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. Board members receive presentations on cybersecurity topics from our Chief Technology Officer (CTO), Chief Risk and Compliance Officer (CRCO), and Chief Information Security Officer (CISO) or external experts as part of the Board’s continuing education on topics that impact public companies. Our management team, including our CTO, CRCO, and CISO, has overall responsibility for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team’s experience includes over 30 years of technology and finance leadership experience across multiple industries for our CTO, over 30 years of experience in the Legal, Risk and Compliance disciplines for our CRCO, and over 20 years of cybersecurity leadership experience for our CISO. Our management team is informed about and monitors the prevention, detection, mitigation, and remediation of key cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in the information technology environment. |
| Cybersecurity Risk Management Processes Integrated [Flag] | true |
| Cybersecurity Risk Management Processes Integrated [Text Block] | Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels, and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. |
| Cybersecurity Risk Management Third Party Engaged [Flag] | true |
| Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] | true |
| Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] | false |
| Cybersecurity Risk Board of Directors Oversight [Text Block] | Our Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. Board members receive presentations on cybersecurity topics from our Chief Technology Officer (CTO), Chief Risk and Compliance Officer (CRCO), and Chief Information Security Officer (CISO) or external experts as part of the Board’s continuing education on topics that impact public companies. |
| Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] | Our Audit Committee oversees management’s implementation of our cybersecurity risk management program. |
| Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] | Our Audit Committee receives regular reports from management on our cybersecurity risks, and our full Board receives periodic updates. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as significant incidents. |
| Cybersecurity Risk Role of Management [Text Block] | Our management team, including our CTO, CRCO, and CISO, has overall responsibility for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team’s experience includes over 30 years |
| Cybersecurity Risk Management Positions or Committees Responsible [Flag] | true |
| Cybersecurity Risk Management Positions or Committees Responsible [Text Block] | Our management team, including our CTO, CRCO, and CISO, has overall responsibility for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. |
| Cybersecurity Risk Management Expertise of Management Responsible [Text Block] | Our management team’s experience includes over 30 years of technology and finance leadership experience across multiple industries for our CTO, over 30 years of experience in the Legal, Risk and Compliance disciplines for our CRCO, and over 20 years of cybersecurity leadership experience for our CISO. |
| Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] | Our management team is informed about and monitors the prevention, detection, mitigation, and remediation of key cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in the information technology environment. |
| Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] | true |
Business and Summary of Accounting Policies |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business and Summary of Accounting Policies | 1. Business and Summary of Accounting Policies Business As of February 1, 2025, we operated 1,175 stores and a website (www.Kohls.com). Our Kohl's stores and website sell moderately-priced private and national brand apparel, footwear, accessories, beauty, and home products. Our Kohl's stores generally carry a consistent merchandise assortment with some differences attributable to local preferences, store size, and Sephora shops. Our website includes merchandise which is available in our stores, as well as merchandise which is available only online. Our authorized capital stock consists of 800 million shares of $0.01 par value common stock and 10 million shares of $0.01 par value preferred stock. Reportable Segments We are an omnichannel retailer that operates as a reportable segment. Our Chief Operating Decision Maker (“CODM”) is our . The net income (loss) presented in the Consolidated Statements of Operations is the financial information reviewed by the CODM. The CODM assesses the performance of the Company and decides how to allocate resources using net income (loss) that is reported on the Consolidated Statement of Operations. Net income (loss) is used to monitor budget versus actual results. The CODM regularly reviews information consistent with the Consolidated Statements of Operations. Consolidation The Consolidated Financial Statements include the accounts of Kohl’s Corporation and its subsidiaries including Kohl’s, Inc., its primary operating company. All intercompany accounts and transactions have been eliminated. Accounting Period Our fiscal year ends on the Saturday closest to January 31st each year. Unless otherwise stated, references to years in these notes relate to fiscal years rather than to calendar years. The following fiscal periods are presented in these notes:
Use of Estimates The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents In addition to money market investments, cash equivalents include commercial paper and certificates of deposit with original maturities of three months or less. We carry these investments at cost which approximates fair value. Also included in cash and cash equivalents are amounts due from credit card transactions with settlement terms of less than five days. Credit and debit card receivables included within cash were $70 million at February 1, 2025 and $74 million at February 3, 2024. Merchandise Inventories The majority of our merchandise inventories are valued at the lower of cost or market using RIM. Under RIM, the valuation of inventory at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the retail value of inventory. RIM is an averaging method that has been widely used in the retail industry due to its practicality. The use of RIM will result in inventory being valued at the lower of cost or market since permanent markdowns are taken as a reduction of the retail value of inventories. A reserve is recorded if the future estimated selling price is less than cost. Other Current Assets Other current assets consist of the following:
(a) See Note 5 of the Consolidated Financial Statements for further discussion on income taxes.
Property and Equipment Property and equipment consist of the following:
Construction in progress includes property and equipment which is not ready for its intended use. Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Owned buildings and improvements include owned buildings on owned and leased land as well as leasehold improvements on leased properties. Leased property and improvements to leased property are amortized on a straight-line basis over the term of the lease or useful life of the asset, whichever is less. Leases are further described in Note 3 of the Consolidated Financial Statements. The annual provisions for depreciation and amortization generally use the following ranges of useful lives:
Long-Lived Assets All property and equipment and other long-lived assets are reviewed for potential impairment at least annually or when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than the carrying value of the assets. A potential impairment has occurred if projected future undiscounted cash flows are less than the carrying value of the assets. An impairment of $54 million was recognized in 2024 related to store and E-commerce Fulfillment Center closures, which is recorded in Impairments, store closing, and other costs in the Consolidated Statements of Operations. No impairments were recorded in 2023. An impairment of $22 million was recorded in 2022 related to corporate facilities in Selling, General, and Administrative Expenses. Other Noncurrent Assets Other noncurrent assets consist of the following:
(a) See Note 5 of the Consolidated Financial Statements for further discussion on income taxes.
Accrued Liabilities Accrued liabilities consist of the following:
(a) See Note 5 of the Consolidated Financial Statements for further discussion on income taxes. Supplier Finance Programs The Company has an agreement with a third-party financing provider to facilitate a supplier financing program. The program provides participating suppliers the option to receive outstanding payment obligations of the Company early at a discount. The Company’s obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by suppliers’ decisions to finance amounts under the program. All amounts payable to the financial institution relating to suppliers participating in the program are recorded in in the Consolidated Balance Sheets and were $97 million as of February 1, 2025 and $19 million as of February 3, 2024. The following is a rollforward of the Company’s outstanding under the supplier financing program, for the year ended February 1, 2025:
Restructuring Reserve We recognized $76 million in related to the closure of our San Bernardino E-commerce Fulfillment Center and 27 underperforming stores in 2024. Included in this amount was $43 million of fixed asset impairments, $11 million of lease Right of Use (“ROU”) asset impairments, $14 million of severance, and $26 million in other costs relating to the closure of these locations. The $26 million in other costs includes $32 million of costs offset by $6 million in cash proceeds related to lease termination agreements. Offsetting these costs were $18 million in non-cash lease gains, where upon the remeasurement, the reduction recorded to the lease liability was greater than the remaining value of the related ROU asset. The following table summarizes changes in the restructuring reserve during 2024:
Self-Insurance We use a combination of insurance and self-insurance for a number of risks. We retain the initial risk of $500,000 per occurrence in workers’ compensation claims and $250,000 per occurrence in general liability claims. We record reserves for workers’ compensation and general liability claims which include the total amounts that we expect to pay for a fully developed loss and related expenses, such as fees paid to attorneys, experts, and investigators. We are fully self-insured for employee-related health care benefits, a portion of which is paid by our associates. We use a third-party actuary to estimate the liabilities associated with workers’ compensation, general liability, and employee-related health care risks. These liabilities include amounts for both reported claims and incurred, but not reported losses. The total liabilities, net of collateral held by third parties, for these risks were $48 million as of February 1, 2025 and $54 million as of February 3, 2024. For property losses, we are subject to a $5 million self-insured retention ("SIR"). Once the SIR is incurred, each loss is subject to a $250,000 deductible, except for flooding in high hazard zones which is subject to a $1 million deductible, and catastrophic events, such as earthquakes and windstorms, which are subject to a 2-5% deductible. Treasury Stock We account for repurchases of common stock and shares withheld in lieu of taxes when restricted stock awards and units and performance-based share units vest using the cost method with common stock in treasury classified in the Consolidated Balance Sheets as a reduction of shareholders’ equity. During 2024 and 2023, we retired 35 million and 217 million shares of treasury stock. The shares were returned to the status of authorized but unissued shares. The retirement of treasury stock is recognized as a deduction from common stock for the shares' par value and any excess of cost over par as a deduction from retained earnings. On August 18, 2022, we entered into an accelerated share repurchase agreement ("ASR") with Goldman Sachs to repurchase $500 million of the Company's common stock. This ASR was part of the $3.0 billion share repurchase program authorized by our Board of Directors in February 2022. On August 22, 2022, we received an initial delivery of 11.8 million shares of common stock, representing 80% of the total shares expected to be repurchased under the ASR. Final settlement occurred on November 7, 2022, with an additional 6.1 million shares of common stock being delivered, resulting in a total of 17.9 million shares with an average purchase price of approximately $28 per share. Revenue Recognition Net Sales Net sales includes revenue from the sale of merchandise, net of expected returns and deferrals due to future performance obligations, 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:
• We maintain various rewards programs where 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. 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. During each of the fiscal years 2024, 2023, and 2022, net sales of $127 million, $149 million, and $158 million, respectively, were recognized from gift cards redeemed during the current year and issued in prior years. • 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 includes revenue from credit card operations, third-party advertising on our website, unused gift cards and merchandise return cards (breakage), and other non-merchandise revenue. Revenue from credit card operations includes our share of the finance charges, late fees, and other revenue less write-offs of uncollectible accounts of the Kohl’s credit card pursuant to the Credit Card Program Agreement. Expenses related to our credit card operations are reported in Selling, General, and Administrative Expenses. Revenue from unredeemed gift cards and merchandise return cards (breakage) is recorded in proportion to and over the time period the cards are actually redeemed. Cost of Merchandise Sold and Selling, General, and Administrative Expenses The following table illustrates the primary costs classified in Cost of Merchandise Sold and Selling, General, and Administrative Expenses:
The classification of these expenses varies across the retail industry. Vendor Allowances We receive consideration for a variety of vendor-sponsored programs, such as markdown allowances, and promotion and marketing support. The vendor consideration is recorded as earned either as a reduction of Cost of Merchandise Sold or Selling, General, and Administrative Expenses. Promotional and marketing allowances are intended to offset our marketing costs to promote vendors’ merchandise. Markdown allowances are recorded as a reduction of inventory costs. Fair Value Fair value measurements are required to be classified and disclosed in one of the following pricing categories:
Current assets and liabilities are reported at cost, which approximates fair value. Cash and cash equivalents are classified as Level 1 as carrying value approximates fair value because maturities are less than three months. Marketing Marketing costs are expensed when the marketing is first seen. Marketing costs, net of related vendor allowances, are as follows:
Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recorded based on differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. Deferred tax assets and liabilities are calculated using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. We establish valuation allowances for deferred tax assets when we believe it is more likely than not that the asset will not be realizable for tax purposes. We recognize interest and penalty expense related to unrecognized tax benefits in our provision for income tax expense. Net Income (Loss) Per Share Basic net income (loss) per share is net income (loss) divided by the average number of common shares outstanding during the period. Diluted net income (loss) per share includes incremental shares assumed for share-based awards and stock warrants. The potentially dilutive shares outstanding during the period include unvested restricted stock units, unvested restricted stock awards, and warrants, which utilize the treasury stock method, as well as unvested performance share units that utilize the contingently issuable share method. Potentially dilutive shares are excluded from the computations of diluted earnings per share (“EPS”) if their effect would be anti-dilutive. The information required to compute basic and diluted net income (loss) per share is as follows:
The following potential shares of common stock were excluded from the diluted net income (loss) per share calculation because their effect would have been anti-dilutive:
Share-Based Awards Share-based compensation expense is generally recognized on a straight-line basis over the vesting period based on the fair value of awards which are expected to vest. The fair value of all share-based awards is estimated on the date of grant. Recent Accounting Pronouncements Accounting Standards Issued and Adopted In November 2023, The Financial Accounting Standards Board ("FASB") issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which enhances and expands the annual and interim disclosure requirements on reportable segments. We adopted this standard in the fourth quarter of 2024. In September 2022, FASB issued ASU 2022-04, “Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires new and enhanced disclosures on the key terms of supplier financing programs, along with information on the obligations outstanding, and a rollforward of obligations during the annual period. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the rollforward information which is effective for fiscal years beginning after December 15, 2023. Accounting Standards Issued but not yet Effective In 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvement to Income Tax Disclosures (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. ASU 2023-09 requires entities to consistently categorize and provide greater disaggregation of information within the income tax reconciliation to enable users of financial statements to understand the nature and magnitude of factors contributing to the difference between the effective and statutory tax rates. For public entities, the provisions within ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, and for interim periods of fiscal years beginning after December 15, 2025. We are currently evaluating the impact the adoption of ASU 2023-09 will have on our consolidated financial statement disclosures. In 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. For public entities, the provisions within ASU 2024-03 are effective for the first annual reporting period beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. The provisions within ASU 2024-03 are required to be applied prospectively; however, they may be applied retrospectively for all comparative periods following the effective date. We are currently assessing the impact the adoption of ASU 2024-03 will have on our consolidated financial statement disclosures. |
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Debt |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | 2. Debt Long-term debt, which excludes borrowings on the revolving credit facility, consists of the following unsecured debt:
Our estimated fair value of unsecured senior long-term debt is determined using Level 1 inputs, using financial instruments with unadjusted, quoted prices listed on active market exchanges. The estimated fair value of our unsecured senior debt was $1.2 billion at February 1, 2025 and $1.3 billion at February 3, 2024.
In June 2024, we completed a voluntary redemption of the remaining $113 million of outstanding 9.50% notes due May 15, 2025. We recognized a $5 million loss on extinguishment of debt in net interest expense during the second quarter of 2024, which is primarily a make whole premium paid to holders as a result of the redemption.
In December 2024, S&P downgraded our senior unsecured credit rating from BB to BB- and Moody’s downgraded our rating from Ba3 to B1. As a result of the downgrades, the interest rate on our 3.375% notes due May 2031 will increase an additional 50 basis points in May 2025 due to the coupon adjustment provision within the note. Our credit rating was also downgraded in 2023 and 2022. This resulted in the interest rates on our 3.375% notes due May 2031 and 9.50% notes due May 2025 increasing 100 basis points in 2023 and 25 basis points in 2022. In total, the interest rates on the notes due May 2031 have increased 175 basis points since their issuance, of which 50 basis points becomes effective in May 2025, and the rates on the notes due May 2025 increased 125 basis points from their issuance to their redemption in June 2024.
Borrowings under the $1.5 billion revolving credit facility, recorded as short-term debt, were $290 million as of February 1, 2025, and $92 million as of February 3, 2024. Outstanding borrowings under the credit facility bear interest at a variable rate based on SOFR plus the applicable margin. As of February 1, 2025, we had $21 million of standby and trade letters of credit outstanding under the credit facility, which reduces the available borrowing capacity. Our various debt agreements contain covenants including limitations on additional indebtedness and certain financial tests. As of February 1, 2025, we were in compliance with all covenants of the various debt agreements. We also had outstanding standby and trade letters of credit outside of the credit facility totaling approximately $7 million at February 1, 2025. |
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Leases |
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| Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases | 3. Leases We lease certain property and equipment used in our operations. Some of our store leases include additional rental payments based on a percentage of sales over contractual levels or payments that are adjusted periodically for inflation. Our typical store lease has an initial term of 20 to 25 years and to five-year renewal options.
Lease assets represent our right to use an underlying asset for the lease term. Lease assets are recognized at commencement date based on the value of the lease liability and are adjusted for any lease payments made to the lessor at or before commencement date, minus any lease incentives received and any initial direct costs incurred by the lessee.
Lease liabilities represent our contractual obligation to make lease payments. At the commencement date, the lease liabilities equal the present value of minimum lease payments over the lease term. As the implicit interest rate is not readily identifiable in our leases, we estimate our collateralized incremental borrowing rate to calculate the present value of lease payments.
Leases with a term of 12 months or less are excluded from the balance; we recognize lease expense for these leases on a straight-line basis over the lease term. We combine lease and non-lease components for new and modified leases.
The following tables summarize our operating and finance leases, which are predominately store related, and where they are presented in our Consolidated Financial Statements:
The following table summarizes future lease payments by fiscal year:
Total lease payments include $3.8 billion related to options to extend operating lease terms that are reasonably certain of being exercised and $2.8 billion related to options to extend finance lease terms that are reasonably certain of being exercised. Additionally, total lease payments exclude $9 million of legally binding lease payments for leases signed but not yet commenced.
The following table summarizes weighted-average remaining lease term and discount rate:
Other lease information is as follows:
Financing Obligations
Historical failed sale-leasebacks that did not qualify for sale-leaseback accounting upon adoption of ASC 842 continue to be accounted for as financing obligations.
The following tables summarize our financing obligations, which are all store related, and where they are presented in our Consolidated Financial Statements:
The following table summarizes future financing obligation payments by fiscal year:
Total payments exclude $7 million of legally binding payments for contracts signed, but not yet commenced.
The following table summarizes the weighted-average remaining term and discount rate for financing obligations:
The following table shows the cash rent out flows for the operating leases, finance leases, and financing obligations:
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Benefit Plans |
12 Months Ended |
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Feb. 01, 2025 | |
| Retirement Benefits [Abstract] | |
| Benefit Plans | 4. Benefit Plans We have a defined contribution savings plan covering all full-time and certain part-time associates. Participants in this plan may invest up to 99% of their base compensation, subject to certain statutory limits. We match 100% of the first 5% of each participant’s contribution, subject to certain statutory limits. We also offer a non-qualified deferred compensation plan to a group of executives which provides for pre-tax compensation deferrals up to 75% of salary and 100% of bonus. Deferrals and earned investment returns are 100% vested. The total costs for both of these benefit plans were $53 million for 2024, $52 million for 2023 and $50 million for 2022. |
Income Taxes |
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| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes | 5. Income Taxes Deferred income taxes consist of the following:
Deferred tax assets included in other long-term assets totaled $38 million as of February 1, 2025 and $32 million as of February 3, 2024. As of February 1, 2025, the Company had state net operating loss carryforwards, net of valuation allowances, of $16 million, and state credit carryforwards, net of valuation allowances, of $2 million, which will expire between 2025 and 2045. As of February 3, 2024, state net operating loss carryforwards, net of valuation allowances, were $28 million, and state credit carryforwards, net of valuation allowances, were $4 million. The components of the Provision (benefit) for income taxes were as follows:
The effective tax rate differs from the amount that would be provided by applying the statutory U.S. corporate tax rate due to the following items:
Our income tax provisions or benefits were $5 million tax provision, $56 million tax provision, and $39 million tax benefit in fiscal years 2024, 2023, and 2022, respectively. Fiscal years 2024 and 2023 resulted in income tax provisions compared to an income tax benefit in fiscal year 2022 due to the pre-tax book income in fiscal years 2024 and 2023 compared to the pre-tax book loss in 2022. In addition, in fiscal years 2024, 2023 and 2022, we recorded a net tax benefit for the impact of favorable results from uncertain tax positions.
We have analyzed filing positions in all of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. The significant federal and state returns subject to examination are the 2015 through 2024 tax years. Certain tax agencies have proposed adjustments, which we are currently appealing. If we do not prevail on our appeals, we do not anticipate that the adjustments would result in a material change in our financial position.
We assess our income tax positions and record tax liabilities for all years subject to examination based upon management’s evaluation of the facts and circumstances and information available at the reporting dates. For those income tax positions where it is more-likely-than-not, based on technical merits, that a tax benefit will be sustained upon the conclusion of an examination, we have recorded the largest amount of tax benefit having a cumulatively greater than 50% likelihood of being realized upon ultimate settlement with the applicable taxing authority, assuming that it has full knowledge of all relevant information. For those tax positions which do not meet the more-likely-than-not threshold regarding the ultimate realization of the related tax benefit, no tax benefit has been recorded in the financial statements. In addition, we provide for interest and penalties, as applicable, and record such amounts as a component of the overall income tax provision. A reconciliation of the beginning and ending gross amount of unrecognized tax benefits is as follows:
The total gross amount of interest and penalties accrued was $21 million at February 1, 2025 and $33 million at February 3, 2024. Interest and penalties recognized during the years were a tax benefit of $3 million in 2024, $8 million in 2023, and $1 million in 2022.
Our net unrecognized tax benefits that, if recognized, would affect our effective tax rate were $173 million as of February 1, 2025 and $186 million as of February 3, 2024. It is reasonably possible that our unrecognized tax positions may change within the next 12 months, primarily as a result of ongoing audits. While it is possible that one or more of these examinations may be resolved in the next year, it is not anticipated that a significant impact to the unrecognized tax benefit balance will occur.
We have both payables and receivables for income taxes recorded on our balance sheet. Receivables included in other current assets totaled $4 million as of February 1, 2025 and $10 million as of February 3, 2024. Receivables included in other long-term assets totaled $283 million as of February 1, 2025 and $200 million as of February 3, 2024. The majority of the receivable balance relates to the cash benefit of the 2020 net operating loss that has not yet been received. Payables included in current liabilities totaled $158 million as of February 1, 2025 and $40 million as of February 3, 2024. |
Stock-Based Awards |
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| Stock-Based Awards | We currently grant share-based compensation pursuant to the Kohl’s Corporation 2024 Long-Term Compensation Plan, which provides for the granting of various forms of equity-based awards, including nonvested stock and units, performance share units, and options to purchase shares of our common stock, to officers, key employees, and directors. As of February 1, 2025, there were 7.7 million shares authorized and 6.3 million shares available for grant under the 2024 Long-Term Compensation Plan. Awards that are surrendered or terminated without issuance of shares are available for future grants. Shares related to any full value award delivered or withheld by the company to pay withholding taxes are also available for future grants. Annual grants are typically made in the first quarter of the fiscal year. Grants to newly-hired and promoted employees and other discretionary grants are made periodically throughout the remainder of the year. Nonvested Restricted Stock Awards and Units We grant shares of nonvested restricted stock awards and units to eligible key employees and to our Board of Directors. Substantially all awards have restriction periods tied primarily to employment and/or service. Employee awards generally vest over five years. Director awards vest over the term to which the director was elected, generally one year. In lieu of cash dividends, holders of nonvested stock awards are granted restricted stock equivalents which vest consistently with the underlying nonvested stock awards. Holders of restricted stock units are granted shares upon vesting in lieu of cash dividends. The fair value of nonvested stock awards and units is the closing price of our common stock on the date of grant. We may acquire shares from employees in lieu of amounts required to satisfy minimum tax withholding requirements upon the vesting of the employee’s unvested stock award. Such shares are then designated as treasury shares. The following table summarizes nonvested stock and restricted stock unit activity, including restricted stock equivalents and restricted stock unit equivalents issued in lieu of cash dividends:
Performance Share Units We grant performance-based share units ("performance share units") to certain executives. The performance measurement period for these performance share units is three fiscal years. The fair market value of the grants is determined using a Monte-Carlo valuation on the date of grant (Level 3 inputs). The actual number of shares which will be earned at the end of the three-year vesting periods will vary based on our cumulative financial performance over the vesting periods. The number of performance share units earned will be modified up or down based on Kohl's Relative Total Shareholder Return against a defined peer group during the vesting periods. The payouts, if earned, will be settled in Kohl's common stock after the end of each multi-year performance periods. The following table summarizes performance share unit activity by year:
Stock Options There were no stock options outstanding as of February 1, 2025, February 3, 2024, or January 28, 2023. There were no stock options exercised, forfeited, nor expired during fiscal year 2024 and 2023. At the beginning of fiscal year 2022, 12 thousand stock options were outstanding with a weighted average exercise price of $48.66 per option; of which all were exercised within the year. The intrinsic value of options exercised represents the excess of our stock price at the time the option was exercised over the exercise price and was $0 in 2024 and 2023 and less than $1 million in 2022. Stock Warrants Effective April 18, 2019, in connection with our entry into a commercial agreement with Amazon.com Services, Inc. (“Amazon”), we issued warrants to an affiliate of Amazon, to purchase up to 1,747,441 shares of our common stock at an exercise price of $69.68, subject to customary anti-dilution provisions. The fair value was estimated to be $17.52 per warrant using a binomial lattice method. The warrants vest in five equal annual installments, and the first installment vested on January 15, 2020. The last installment vested on January 15, 2024 and all 1,747,441 shares were vested and unexercised as of February 1, 2025. The warrants will expire on April 18, 2026. Other Required Disclosures Share-based compensation expense is included in Selling, General, and Administrative Expenses in our Consolidated Statements of Income. Share-based compensation expense, net of forfeitures, totaled $30 million for 2024, $42 million for 2023, and $30 million for 2022. At February 1, 2025, we had approximately $99 million of unrecognized share-based compensation expense, which is expected to be recognized over a weighted-average period of 1.5 years. |
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Contingencies |
12 Months Ended |
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Feb. 01, 2025 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Contingencies | 7. Contingencies We are subject to certain legal proceedings and claims arising out of the ordinary conduct of our business. In the opinion of management, the outcome of these proceedings and claims will not have a material adverse effect on our Consolidated Financial Statements. |
Subsequent Events |
12 Months Ended |
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Feb. 01, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 8. Subsequent Events On March 11, 2025, our Board of Directors of Kohl's Corporation declared a quarterly cash dividend of $0.125 per share. The dividend will be paid on April 2, 2025 to all shareholders of record at the close of business on March 21, 2025. |
Business and Summary of Accounting Policies (Policies) |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business | Business As of February 1, 2025, we operated 1,175 stores and a website (www.Kohls.com). Our Kohl's stores and website sell moderately-priced private and national brand apparel, footwear, accessories, beauty, and home products. Our Kohl's stores generally carry a consistent merchandise assortment with some differences attributable to local preferences, store size, and Sephora shops. Our website includes merchandise which is available in our stores, as well as merchandise which is available only online. Our authorized capital stock consists of 800 million shares of $0.01 par value common stock and 10 million shares of $0.01 par value preferred stock. |
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| Reportable Segments | Reportable Segments We are an omnichannel retailer that operates as a reportable segment. Our Chief Operating Decision Maker (“CODM”) is our . The net income (loss) presented in the Consolidated Statements of Operations is the financial information reviewed by the CODM. The CODM assesses the performance of the Company and decides how to allocate resources using net income (loss) that is reported on the Consolidated Statement of Operations. Net income (loss) is used to monitor budget versus actual results. The CODM regularly reviews information consistent with the Consolidated Statements of Operations. |
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| Consolidation | Consolidation The Consolidated Financial Statements include the accounts of Kohl’s Corporation and its subsidiaries including Kohl’s, Inc., its primary operating company. All intercompany accounts and transactions have been eliminated. |
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| Accounting Period | Accounting Period Our fiscal year ends on the Saturday closest to January 31st each year. Unless otherwise stated, references to years in these notes relate to fiscal years rather than to calendar years. The following fiscal periods are presented in these notes:
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| Use of Estimates | Use of Estimates The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. |
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| Cash and Cash Equivalents | Cash and Cash Equivalents In addition to money market investments, cash equivalents include commercial paper and certificates of deposit with original maturities of three months or less. We carry these investments at cost which approximates fair value. Also included in cash and cash equivalents are amounts due from credit card transactions with settlement terms of less than five days. Credit and debit card receivables included within cash were $70 million at February 1, 2025 and $74 million at February 3, 2024. |
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| Merchandise Inventories | Merchandise Inventories The majority of our merchandise inventories are valued at the lower of cost or market using RIM. Under RIM, the valuation of inventory at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the retail value of inventory. RIM is an averaging method that has been widely used in the retail industry due to its practicality. The use of RIM will result in inventory being valued at the lower of cost or market since permanent markdowns are taken as a reduction of the retail value of inventories. A reserve is recorded if the future estimated selling price is less than cost. |
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| Other Current Assets | Other Current Assets Other current assets consist of the following:
(a) See Note 5 of the Consolidated Financial Statements for further discussion on income taxes. |
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| Property and Equipment | Property and Equipment Property and equipment consist of the following:
Construction in progress includes property and equipment which is not ready for its intended use. Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Owned buildings and improvements include owned buildings on owned and leased land as well as leasehold improvements on leased properties. Leased property and improvements to leased property are amortized on a straight-line basis over the term of the lease or useful life of the asset, whichever is less. Leases are further described in Note 3 of the Consolidated Financial Statements. The annual provisions for depreciation and amortization generally use the following ranges of useful lives:
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| Long-Lived Assets | Long-Lived Assets All property and equipment and other long-lived assets are reviewed for potential impairment at least annually or when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than the carrying value of the assets. A potential impairment has occurred if projected future undiscounted cash flows are less than the carrying value of the assets. An impairment of $54 million was recognized in 2024 related to store and E-commerce Fulfillment Center closures, which is recorded in Impairments, store closing, and other costs in the Consolidated Statements of Operations. No impairments were recorded in 2023. An impairment of $22 million was recorded in 2022 related to corporate facilities in Selling, General, and Administrative Expenses. |
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| Other Noncurrent Assets | Other Noncurrent Assets Other noncurrent assets consist of the following:
(a) See Note 5 of the Consolidated Financial Statements for further discussion on income taxes. |
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| Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following:
(a) See Note 5 of the Consolidated Financial Statements for further discussion on income taxes. |
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| Supplier Finance Programs | Supplier Finance Programs The Company has an agreement with a third-party financing provider to facilitate a supplier financing program. The program provides participating suppliers the option to receive outstanding payment obligations of the Company early at a discount. The Company’s obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by suppliers’ decisions to finance amounts under the program. All amounts payable to the financial institution relating to suppliers participating in the program are recorded in in the Consolidated Balance Sheets and were $97 million as of February 1, 2025 and $19 million as of February 3, 2024. The following is a rollforward of the Company’s outstanding under the supplier financing program, for the year ended February 1, 2025:
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| Restructuring Reserve | Restructuring Reserve We recognized $76 million in related to the closure of our San Bernardino E-commerce Fulfillment Center and 27 underperforming stores in 2024. Included in this amount was $43 million of fixed asset impairments, $11 million of lease Right of Use (“ROU”) asset impairments, $14 million of severance, and $26 million in other costs relating to the closure of these locations. The $26 million in other costs includes $32 million of costs offset by $6 million in cash proceeds related to lease termination agreements. Offsetting these costs were $18 million in non-cash lease gains, where upon the remeasurement, the reduction recorded to the lease liability was greater than the remaining value of the related ROU asset. The following table summarizes changes in the restructuring reserve during 2024:
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| Self Insurance | Self-Insurance We use a combination of insurance and self-insurance for a number of risks. We retain the initial risk of $500,000 per occurrence in workers’ compensation claims and $250,000 per occurrence in general liability claims. We record reserves for workers’ compensation and general liability claims which include the total amounts that we expect to pay for a fully developed loss and related expenses, such as fees paid to attorneys, experts, and investigators. We are fully self-insured for employee-related health care benefits, a portion of which is paid by our associates. We use a third-party actuary to estimate the liabilities associated with workers’ compensation, general liability, and employee-related health care risks. These liabilities include amounts for both reported claims and incurred, but not reported losses. The total liabilities, net of collateral held by third parties, for these risks were $48 million as of February 1, 2025 and $54 million as of February 3, 2024. For property losses, we are subject to a $5 million self-insured retention ("SIR"). Once the SIR is incurred, each loss is subject to a $250,000 deductible, except for flooding in high hazard zones which is subject to a $1 million deductible, and catastrophic events, such as earthquakes and windstorms, which are subject to a 2-5% deductible. |
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| Treasury Stock | Treasury Stock We account for repurchases of common stock and shares withheld in lieu of taxes when restricted stock awards and units and performance-based share units vest using the cost method with common stock in treasury classified in the Consolidated Balance Sheets as a reduction of shareholders’ equity. During 2024 and 2023, we retired 35 million and 217 million shares of treasury stock. The shares were returned to the status of authorized but unissued shares. The retirement of treasury stock is recognized as a deduction from common stock for the shares' par value and any excess of cost over par as a deduction from retained earnings. On August 18, 2022, we entered into an accelerated share repurchase agreement ("ASR") with Goldman Sachs to repurchase $500 million of the Company's common stock. This ASR was part of the $3.0 billion share repurchase program authorized by our Board of Directors in February 2022. On August 22, 2022, we received an initial delivery of 11.8 million shares of common stock, representing 80% of the total shares expected to be repurchased under the ASR. Final settlement occurred on November 7, 2022, with an additional 6.1 million shares of common stock being delivered, resulting in a total of 17.9 million shares with an average purchase price of approximately $28 per share. |
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| Revenue Recognition | Revenue Recognition Net Sales Net sales includes revenue from the sale of merchandise, net of expected returns and deferrals due to future performance obligations, 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:
• We maintain various rewards programs where 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. 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. During each of the fiscal years 2024, 2023, and 2022, net sales of $127 million, $149 million, and $158 million, respectively, were recognized from gift cards redeemed during the current year and issued in prior years. • 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 includes revenue from credit card operations, third-party advertising on our website, unused gift cards and merchandise return cards (breakage), and other non-merchandise revenue. Revenue from credit card operations includes our share of the finance charges, late fees, and other revenue less write-offs of uncollectible accounts of the Kohl’s credit card pursuant to the Credit Card Program Agreement. Expenses related to our credit card operations are reported in Selling, General, and Administrative Expenses. Revenue from unredeemed gift cards and merchandise return cards (breakage) is recorded in proportion to and over the time period the cards are actually redeemed. |
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| Cost of Merchandise Sold and Selling, General, and Administrative Expenses | Cost of Merchandise Sold and Selling, General, and Administrative Expenses The following table illustrates the primary costs classified in Cost of Merchandise Sold and Selling, General, and Administrative Expenses:
The classification of these expenses varies across the retail industry. |
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| Vendor Allowances | Vendor Allowances We receive consideration for a variety of vendor-sponsored programs, such as markdown allowances, and promotion and marketing support. The vendor consideration is recorded as earned either as a reduction of Cost of Merchandise Sold or Selling, General, and Administrative Expenses. Promotional and marketing allowances are intended to offset our marketing costs to promote vendors’ merchandise. Markdown allowances are recorded as a reduction of inventory costs. |
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| Fair Value | Fair Value Fair value measurements are required to be classified and disclosed in one of the following pricing categories:
Current assets and liabilities are reported at cost, which approximates fair value. Cash and cash equivalents are classified as Level 1 as carrying value approximates fair value because maturities are less than three months. |
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| Marketing | Marketing Marketing costs are expensed when the marketing is first seen. Marketing costs, net of related vendor allowances, are as follows:
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| Income taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recorded based on differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. Deferred tax assets and liabilities are calculated using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. We establish valuation allowances for deferred tax assets when we believe it is more likely than not that the asset will not be realizable for tax purposes. We recognize interest and penalty expense related to unrecognized tax benefits in our provision for income tax expense. |
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| Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is net income (loss) divided by the average number of common shares outstanding during the period. Diluted net income (loss) per share includes incremental shares assumed for share-based awards and stock warrants. The potentially dilutive shares outstanding during the period include unvested restricted stock units, unvested restricted stock awards, and warrants, which utilize the treasury stock method, as well as unvested performance share units that utilize the contingently issuable share method. Potentially dilutive shares are excluded from the computations of diluted earnings per share (“EPS”) if their effect would be anti-dilutive. The information required to compute basic and diluted net income (loss) per share is as follows:
The following potential shares of common stock were excluded from the diluted net income (loss) per share calculation because their effect would have been anti-dilutive:
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| Share-Based Awards | Share-Based Awards Share-based compensation expense is generally recognized on a straight-line basis over the vesting period based on the fair value of awards which are expected to vest. The fair value of all share-based awards is estimated on the date of grant. |
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| Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Issued and Adopted In November 2023, The Financial Accounting Standards Board ("FASB") issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which enhances and expands the annual and interim disclosure requirements on reportable segments. We adopted this standard in the fourth quarter of 2024. In September 2022, FASB issued ASU 2022-04, “Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires new and enhanced disclosures on the key terms of supplier financing programs, along with information on the obligations outstanding, and a rollforward of obligations during the annual period. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the rollforward information which is effective for fiscal years beginning after December 15, 2023. Accounting Standards Issued but not yet Effective In 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvement to Income Tax Disclosures (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. ASU 2023-09 requires entities to consistently categorize and provide greater disaggregation of information within the income tax reconciliation to enable users of financial statements to understand the nature and magnitude of factors contributing to the difference between the effective and statutory tax rates. For public entities, the provisions within ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, and for interim periods of fiscal years beginning after December 15, 2025. We are currently evaluating the impact the adoption of ASU 2023-09 will have on our consolidated financial statement disclosures. In 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. For public entities, the provisions within ASU 2024-03 are effective for the first annual reporting period beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. The provisions within ASU 2024-03 are required to be applied prospectively; however, they may be applied retrospectively for all comparative periods following the effective date. We are currently assessing the impact the adoption of ASU 2024-03 will have on our consolidated financial statement disclosures. |
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Business and Summary of Accounting Policies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Feb. 01, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||
| Schedule of Fiscal Period | The following fiscal periods are presented in these notes:
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| Schedule of Other Current Assets | Other current assets consist of the following:
(a)
See Note 5 of the Consolidated Financial Statements for further discussion on income taxes. |
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| Schedule of Property and Equipment | Property and equipment consist of the following:
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| Ranges of Useful Lives | The annual provisions for depreciation and amortization generally use the following ranges of useful lives:
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| Schedule of Other Noncurrent Assets | Other noncurrent assets consist of the following:
(a)
See Note 5 of the Consolidated Financial Statements for further discussion on income taxes. |
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| Schedule of Accrued Liabilities | Accrued liabilities consist of the following:
(a)
See Note 5 of the Consolidated Financial Statements for further discussion on income taxes. |
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| Summary of Changes in Restructuring Reserve | The following table summarizes changes in the restructuring reserve during 2024:
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| Schedule of Outstanding Obligations Under Supplier Financing Program | The following is a rollforward of the Company’s outstanding under the supplier financing program, for the year ended February 1, 2025:
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| Schedule of Net Sales by Line of Business | The following table summarizes net sales by line of business:
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| Schedule of Marketing Costs, Net of Related Vendor Allowances | Marketing costs are expensed when the marketing is first seen. Marketing costs, net of related vendor allowances, are as follows:
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| Computation of Basic and Diluted Net Income (Loss) Per Share | The information required to compute basic and diluted net income (loss) per share is as follows:
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| Schedule of Potential Shares of Common Stock Excluded From the Diluted Net Income (Loss) Per Share | The following potential shares of common stock were excluded from the diluted net income (loss) per share calculation because their effect would have been anti-dilutive:
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Debt (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Feb. 01, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Components of Long-term Debt | Long-term debt, which excludes borrowings on the revolving credit facility, consists of the following unsecured debt:
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Leases (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Feb. 01, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Operating and Finance Leases | The following tables summarize our operating and finance leases, which are predominately store related, and where they are presented in our Consolidated Financial Statements:
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| Summary of Future Lease Payments | The following table summarizes future lease payments by fiscal year:
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| Summary of Weighted-Average Remaining Lease Term and Discount Rates | The following table summarizes weighted-average remaining lease term and discount rate:
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| Summary of Other Lease Information | Other lease information is as follows:
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| Summary of Financing Obligations | The following tables summarize our financing obligations, which are all store related, and where they are presented in our Consolidated Financial Statements:
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| Summary of Future Financing Obligation Payments | The following table summarizes future financing obligation payments by fiscal year:
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| Summary of Weighted-Average Remaining Term and Discount Rate for Financing Obligations | The following table summarizes the weighted-average remaining term and discount rate for financing obligations:
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| Summary of Cash Rent Out Flows for Operating Leases, Finance Leases, and Financing Obligations | The following table shows the cash rent out flows for the operating leases, finance leases, and financing obligations:
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Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 01, 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
| Schedule of Components of Deferred Income Taxes | Deferred income taxes consist of the following:
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| Schedule of Components of Provision (Benefit) for Income Taxes | The components of the Provision (benefit) for income taxes were as follows:
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| Schedule of Items Affecting Statutory Corporate Tax Rate | The effective tax rate differs from the amount that would be provided by applying the statutory U.S. corporate tax rate due to the following items:
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| Schedule of Reconciliation of Gross Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending gross amount of unrecognized tax benefits is as follows:
|
Stock-Based Awards (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 01, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-Based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Nonvested Stock and Restricted Stock Unit Activity | The following table summarizes nonvested stock and restricted stock unit activity, including restricted stock equivalents and restricted stock unit equivalents issued in lieu of cash dividends:
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| Summary of Performance Share Activity | The following table summarizes performance share unit activity by year:
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Business and Summary of Accounting Policies - Schedule of Fiscal Period (Details) |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
| Weeks in reporting period | 364 days | 371 days | 364 days |
Business and Summary of Accounting Policies - Schedule of Other Current Assets (Details) - USD ($) $ in Millions |
Feb. 01, 2025 |
Feb. 03, 2024 |
||
|---|---|---|---|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
| Other Receivables | $ 155 | $ 157 | ||
| Prepaids | 139 | 166 | ||
| Income taxes receivable | [1] | 4 | 10 | |
| Other | 11 | 14 | ||
| Other current assets | $ 309 | $ 347 | ||
| ||||
Business and Summary of Accounting Policies - Schedule of Property and Equipment (Details) - USD ($) $ in Millions |
Feb. 01, 2025 |
Feb. 03, 2024 |
|---|---|---|
| Property, Plant and Equipment [Line Items] | ||
| Land | $ 1,078 | $ 1,088 |
| Fixtures and equipment | 1,681 | 1,718 |
| Information technology | 1,164 | 1,326 |
| Construction in progress | 130 | 56 |
| Total property and equipment, at cost | 14,637 | 14,934 |
| Less accumulated depreciation and amortization | (7,340) | (7,214) |
| Property and equipment, net | 7,297 | 7,720 |
| Owned [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Buildings and Improvements, Gross | 8,361 | 8,377 |
| Leased [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Buildings and Improvements, Gross | $ 2,223 | $ 2,369 |
Business and Summary of Accounting Policies - Schedule of Other Noncurrent Assets (Details) - USD ($) $ in Millions |
Feb. 01, 2025 |
Feb. 03, 2024 |
||
|---|---|---|---|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
| Income taxes receivable | [1] | $ 283 | $ 200 | |
| Deferred tax assets | [1] | 38 | 32 | |
| Other | 159 | 148 | ||
| Other noncurrent assets | $ 480 | $ 380 | ||
| ||||
Business and Summary of Accounting Policies - Schedule of Accrued Liabilities (Details) - USD ($) $ in Millions |
Feb. 01, 2025 |
Feb. 03, 2024 |
||
|---|---|---|---|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
| Gift cards and merchandise return cards | $ 308 | $ 327 | ||
| Sales, property, and use taxes | 177 | 162 | ||
| Payroll and related fringe benefits | 110 | 138 | ||
| Income taxes payable | [1] | 158 | 40 | |
| Other | 510 | 534 | ||
| Accrued liabilities | $ 1,263 | $ 1,201 | ||
| ||||
Business and Summary of Accounting Policies - Schedule of Outstanding Obligations Under Supplier Financing Program (Details) - USD ($) $ in Millions |
12 Months Ended | |
|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
|
| Supplier Finance Program, Obligation [Roll Forward] | ||
| Beginning balance | $ 19 | |
| Additions | 568 | |
| Obligations settled | (490) | |
| Ending balance | $ 97 | |
| Supplier finance program, obligation, statement of financial position | Accounts payable | Accounts payable |
Business and Summary of Accounting Policies - Summary of Changes in Restructuring Reserve (Details) $ in Millions |
12 Months Ended |
|---|---|
|
Feb. 01, 2025
USD ($)
| |
| Restructuring Cost And Reserve [Line Items] | |
| Beginning Balance | $ 0 |
| Additions | 46 |
| Payments and reversals | (2) |
| Ending Balance | 44 |
| Employee Severance [Member] | |
| Restructuring Cost And Reserve [Line Items] | |
| Beginning Balance | 0 |
| Additions | 14 |
| Ending Balance | 14 |
| Other Exit Costs [Member] | |
| Restructuring Cost And Reserve [Line Items] | |
| Beginning Balance | 0 |
| Additions | 32 |
| Payments and reversals | (2) |
| Ending Balance | $ 30 |
Business and Summary of Accounting Policies - Schedule of Marketing Costs, Net of Related Vendor Allowances (Details) - USD ($) $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
| Advertising Costs Exclusive Of Vendor Allowances | $ 829 | $ 839 | $ 940 |
| Allowances Received From Vendors For Advertising Expenses Incurred | (42) | (43) | (57) |
| Advertising Expense | $ 787 | $ 796 | $ 883 |
| Net Advertising To Net Revenue | 4.90% | 4.60% | 4.90% |
Business and Summary of Accounting Policies - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
| Numerator-Net income (loss) | $ 109 | $ 317 | $ (19) |
| Denominator - Weighted-average shares, Basic | 111 | 110 | 120 |
| Dilutive impact | 1 | 1 | |
| Weighted average shares, Diluted | 112 | 111 | 120 |
| Basic | $ 0.98 | $ 2.88 | $ (0.15) |
| Diluted | $ 0.98 | $ 2.85 | $ (0.15) |
Business and Summary of Accounting Policies - Schedule of Potential Shares of Common Stock Excluded From the Diluted Net Income (Loss) Per Share (Details) - shares shares in Millions |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
| Anti-dilutive shares | 5 | 3 | 4 |
Leases - Additional Information (Details) $ in Millions |
12 Months Ended |
|---|---|
|
Feb. 01, 2025
USD ($)
| |
| Lessee, Lease, Description [Line Items] | |
| Operating lease option to extend reasonably certain of being exercised | $ 3,800 |
| Finance lease option to extend reasonably certain of being exercised | 2,800 |
| Lease legally binding payments for contract signed but not yet commenced | 9 |
| Finance lease legally binding payments for contract signed but not yet commenced | $ 7 |
| Store [Member] | |
| Lessee, Lease, Description [Line Items] | |
| Lease extension term | 5 years |
| Minimum [Member] | Store [Member] | |
| Lessee, Lease, Description [Line Items] | |
| Lease initial term | 20 years |
| Lease renewal term | 4 years |
| Maximum [Member] | Store [Member] | |
| Lessee, Lease, Description [Line Items] | |
| Lease initial term | 25 years |
| Lease renewal term | 8 years |
Leases - Summary of Future Lease Payments (Details) - USD ($) $ in Millions |
Feb. 01, 2025 |
Feb. 03, 2024 |
|---|---|---|
| Operating Leases | ||
| Operating Leases, 2025 | $ 271 | |
| Operating Leases, 2026 | 260 | |
| Operating Leases, 2027 | 257 | |
| Operating Leases, 2028 | 254 | |
| Operating Leases, 2029 | 254 | |
| Operating Leases, After 2029 | 3,694 | |
| Total lease payments, Operating Leases | 4,990 | |
| Amount representing interest, Operating Leases | (2,185) | |
| Lease liabilities, Operating Leases | 2,805 | |
| Finance Leases | ||
| Finance Leases, 2025 | 189 | |
| Finance Leases, 2026 | 186 | |
| Finance Leases, 2027 | 186 | |
| Finance Leases, 2028 | 182 | |
| Finance Leases, 2029 | 178 | |
| Finance Leases, After 2029 | 2,761 | |
| Total lease payments, Finance Leases | 3,682 | |
| Amount representing interest, Finance Leases | (1,602) | |
| Lease liabilities, Finance Leases | 2,080 | |
| Total | ||
| 2025 | 460 | |
| 2026 | 446 | |
| 2027 | 443 | |
| 2028 | 436 | |
| 2029 | 432 | |
| After 2029 | 6,455 | |
| Total lease payments | 8,672 | |
| Amount representing interest | (3,787) | |
| Lease liabilities | $ 4,885 | $ 5,199 |
Leases - Summary of Weighted-Average Remaining Lease Term and Discount Rates (Details) |
Feb. 01, 2025 |
Feb. 03, 2024 |
|---|---|---|
| Leases [Abstract] | ||
| Operating leases, Weighted-average remaining term (years) | 19 years | 20 years |
| Finance leases, Weighted-average remaining term (years) | 19 years | 20 years |
| Operating leases, Weighted-average discount rate | 6.00% | 6.00% |
| Finance leases, Weighted-average discount rate | 6.00% | 6.00% |
Leases - Summary of Other Lease Information (Details) - USD ($) $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
|
| Property and equipment acquired (disposed) through exchange of: | |||
| Finance lease liabilities | $ (70) | $ (36) | $ 714 |
| Operating lease liabilities | $ 85 | $ 278 | $ 179 |
Leases - Summary of Financing Obligations (Details) - USD ($) $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
|
| Assets | |||
| Financing obligations | $ 39 | $ 44 | |
| Liabilities | |||
| Current | 9 | 9 | |
| Noncurrent | 448 | 438 | |
| Total financing obligations | 457 | 447 | |
| Income Statement | |||
| Amortization of financing obligation assets | 4 | 5 | $ 7 |
| Interest on financing obligations | 74 | 70 | 58 |
| Total financing obligations | 78 | 75 | 65 |
| Cash paid for amounts included in the measurement of financing obligations | |||
| Operating cash flows from financing obligations | 71 | 68 | 56 |
| Financing cash flows from financing obligations | 5 | 15 | 20 |
| Proceeds from financing obligations | $ 1 | $ 21 | $ 11 |
Leases - Summary of Future Financing Obligation Payments (Details) - USD ($) $ in Millions |
Feb. 01, 2025 |
Feb. 03, 2024 |
|---|---|---|
| Leases [Abstract] | ||
| 2025 | $ 80 | |
| 2026 | 81 | |
| 2027 | 81 | |
| 2028 | 78 | |
| 2029 | 77 | |
| After 2029 | 1,103 | |
| Total lease payments | 1,500 | |
| Non-cash gain on future sale of property | 116 | |
| Amount representing interest | (1,159) | |
| Total financing obligations | $ 457 | $ 447 |
Leases - Summary of Weighted-Average Remaining Term and Discount Rate for Financing Obligations (Details) |
12 Months Ended | |
|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
|
| Leases [Abstract] | ||
| Weighted-average remaining term (years) | 16 years | 16 years |
| Weighted-average discount rate | 16.00% | 16.00% |
Leases - Summary of Cash Rent Out Flows for Operating Leases, Finance Leases, and Financing Obligations (Details) - USD ($) $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
|
| Leases [Abstract] | |||
| Operating cash flows from operating leases | $ 265 | $ 272 | $ 266 |
| Operating cash flows from finance leases | 132 | 140 | 133 |
| Financing cash flows from finance leases | 74 | 78 | 86 |
| Operating cash flows from financing obligations | 71 | 68 | 56 |
| Financing cash flows from financing obligations | 5 | 15 | 20 |
| Total cash rent | $ 547 | $ 573 | $ 561 |
Benefit Plans - Additional Information (Details) - USD ($) $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
|
| Retirement Benefits [Abstract] | |||
| Percentage of maximum investment by participant | 99.00% | ||
| Increase in percentage of participants 100% contribution fully matched per participants | 5.00% | ||
| Non-qualified deferred compensation plan pre-tax compensation deferrals | 75.00% | ||
| Deferrals and earned investment returns vesting percentage | 100.00% | ||
| Employee stock ownership plan, defined contribution plan, non-qualified deferred compensation plan | $ 53 | $ 52 | $ 50 |
Income Taxes - Schedule of Components of Deferred Income Taxes (Details) - USD ($) $ in Millions |
Feb. 01, 2025 |
Feb. 03, 2024 |
|---|---|---|
| Deferred tax liabilities: | ||
| Property and equipment | $ 431 | $ 521 |
| Lease assets | 1,024 | 1,151 |
| Merchandise inventories | 31 | 45 |
| Total deferred tax liabilities | 1,486 | 1,717 |
| Deferred tax assets: | ||
| Lease obligations | 1,336 | 1,468 |
| Accrued and other liabilities, including stock-based compensation | 188 | 200 |
| Federal benefit on state tax reserves | 16 | 21 |
| Valuation allowance | (44) | (47) |
| Total deferred tax assets | 1,496 | 1,642 |
| Net deferred tax liability | $ 75 | |
| Net deferred tax (asset) | $ (10) |
Income Taxes - Schedule of Components of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
|
| Income Tax Disclosure [Abstract] | |||
| Current federal | $ 87 | $ 78 | $ 39 |
| Current state | 3 | (14) | 6 |
| Deferred federal | (79) | (18) | (70) |
| Deferred state | (6) | 10 | (14) |
| Provision (benefit) for income taxes | $ 5 | $ 56 | $ (39) |
Income Taxes - Schedule of Items Affecting Statutory Corporate Tax Rate (Details) - USD ($) $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
|
| Income Tax Disclosure [Abstract] | |||
| Taxes computed at federal statutory rate | $ 24 | $ 78 | $ (12) |
| State income taxes, net of federal tax benefit | 6 | 16 | (1) |
| Uncertain tax positions | (13) | (28) | (16) |
| Federal tax credits | (9) | (9) | (8) |
| Other | (3) | (1) | (2) |
| Provision (benefit) for income taxes | $ 5 | $ 56 | $ (39) |
| Effective tax rate | 3.90% | 15.10% | 68.10% |
Income Taxes - Schedule of Reconciliation of Gross Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions |
12 Months Ended | |
|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
|
| Income Tax Disclosure [Abstract] | ||
| Balance at beginning of year | $ 200 | $ 219 |
| Increases due to tax positions taken in prior years | 2 | 10 |
| Increases due to tax positions taken in current year | 7 | 6 |
| Decreases due to tax positions taken in prior years | (17) | (32) |
| Decreases due to settlements with taxing authorities | (5) | |
| Decreases due to lapse of applicable statute of limitations | (3) | (3) |
| Balance at end of year | $ 184 | $ 200 |
Stock-Based Awards - Summary of Nonvested Stock and Restricted Stock Unit Activity (Details) - Restricted Stock [Member] - $ / shares shares in Thousands |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
|
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value [Roll Forward] | |||
| Balance at beginning of year, shares | 3,099 | 2,439 | 2,769 |
| Granted, shares | 3,195 | 2,229 | 1,098 |
| Vested, shares | (1,204) | (1,160) | (1,060) |
| Forfeited, shares | (227) | (409) | (368) |
| Balance at end of year, shares | 4,863 | 3,099 | 2,439 |
| Balance at beginning of year, Weighted Average Grant Date Fair Value | $ 29.66 | $ 39.40 | $ 36.17 |
| Granted, Weighted Average Grant Date Fair Value | 20.40 | 22.97 | 47.67 |
| Vested, Weighted Average Grant Date Fair Value | 30.03 | 36.65 | 38.73 |
| Forfeited, Weighted Average Grant Date Fair Value | 29.12 | 31.48 | 41.71 |
| Balance at end of year, Weighted Average Grant Date Fair Value | $ 23.51 | $ 29.66 | $ 39.40 |
Stock-Based Awards - Summary of Performance Share Units (Details) - Performance Share Unit Activity [Member] - $ / shares shares in Thousands |
12 Months Ended | ||
|---|---|---|---|
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
|
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
| Balance at beginning of year, shares | 777 | 813 | 856 |
| Granted, shares | 745 | 770 | 553 |
| Vested, shares | (38) | (582) | |
| Forfeited, shares | (108) | (224) | (596) |
| Balance at end of year, shares | 1,376 | 777 | 813 |
| Balance at beginning of year, Weighted Average Grant Date Fair Value | $ 31.26 | $ 45.87 | $ 42.74 |
| Granted, Weighted Average Grant Date Fair Value | 29.19 | 20.23 | 40.92 |
| Vested, Weighted Average Grant Date Fair Value | 74.68 | 23.78 | |
| Forfeited, Weighted Average Grant Date Fair Value | 64.22 | 65.80 | 36.79 |
| Balance at end of year, Weighted Average Grant Date Fair Value | $ 26.35 | $ 31.26 | $ 45.87 |
Subsequent Events - Additional Information (Details) - Subsequent Event [Member] |
Mar. 11, 2025
$ / shares
|
|---|---|
| Subsequent Event [Line Items] | |
| Cash dividend per share | $ 0.125 |
| O2024 Q4 Dividends [Member] | |
| Subsequent Event [Line Items] | |
| Cash dividend, declared date | Mar. 11, 2025 |
| Cash dividend, record date | Mar. 21, 2025 |
| Cash dividend to be paid date | Apr. 02, 2025 |