8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 15, 2013

Wisconsin	001-11084	39-1630919
(State or other jurisdiction  of incorporation)	(Commission  File Number)	(IRS Employer  Identification No.)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On August 15, 2013, Kohl's Corporation issued a press release reporting its earnings for the second quarter ended August 3, 2013 and giving earnings guidance for the third quarter.  A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 2.02, including the exhibit attached hereto, is furnished solely pursuant to Item 2.02 of Form 8-K.  Consequently, such information is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.  Further, the information in this Item 2.02, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.

Item 7.01.  Regulation FD Disclosure.

See Item 2.02.

Item 8.01.  Other Events.

On August 13, 2013 the Kohl's Board of Directors declared a quarterly dividend of $0.35 per common share.  The dividend will be paid on September 25, 2013 to all shareholders of record at the close of business on September 11, 2013.

Cautionary Statement Regarding Forward-Looking Information

This current report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including guidance on the Company's targeted sales and earnings. The Company intends forward-looking terminology such as "believes," "expects," "may," "will," "should," "anticipates," "plans," or similar expressions to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause the Company's actual results to differ materially from those anticipated by the forward-looking statements. These risks and

uncertainties include, but are not limited to, risks described more fully in Item 1A in the Company's Annual Report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in the Company's filings with the SEC.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated August 15, 2013

SIGNATURES

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

Dated:  August 15, 2013 KOHL'S CORPORATION

By:	/s/ Richard D. Schepp
	Richard D. Schepp
	Senior Executive Vice President,
	General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 15, 2013

EX-99.1

Kohl's Corporation Reports Second Quarter Financial Results

MENOMONEE FALLS, Wis.--(BUSINESS WIRE)--August 15, 2013-- Kohl’s Corporation (NYSE:KSS). Kohl’s Corporation today reported results for the quarter and year-to-date period ended August 3, 2013.

	Quarter							Year to Date
($ in millions)	2013			2012			Change	2013			2012			Change
Sales	$	4,289		$	4,205		2.0%	$	8,488		$	8,447		0.5%
Comparable store sales	0.9		%	(2.7		)%	-	(0.5		)%	(1.3		)%	-
Net income	$	231		$	240		(4)%	$	378		$	394		(4)%
Diluted earnings per share	$	1.04		$	1.00		4%	$	1.70		$	1.63		4%

Kevin Mansell, Kohl's chairman, president and chief executive officer, said, “We are pleased with our progress in the second quarter.  Sales improved significantly over the first quarter and our gross margin improved over last year. Expenses were well-managed and we ended the quarter with inventory per store up mid-single digits while funding our E-Commerce growth. I would like to thank each of our associates for their contribution to our results."

Dividend

On August 13, 2013, Kohl's Board of Directors declared a quarterly cash dividend on the Company's common stock of $0.35 per share. The dividend is payable September 25, 2013 to shareholders of record at the close of business on September 11, 2013.

Store Update

Kohl’s ended the quarter with 1,155 stores in 49 states, compared with 1,134 stores at the same time last year. The Company opened nine new stores during the first quarter of 2013 and expects to open three new stores and remodel 30 stores in the Fall.

Earnings Guidance

The Company provided initial guidance for the fiscal quarter ending November 2, 2013 of $0.83 to $0.92 per diluted share. The guidance is based on total sales growth of 1 to 3 percent and comparable store sales growth of 0 to 2 percent. The Company also updated its annual earnings per share guidance from $4.15 - $4.45 to $4.15 to $4.35.

Second Quarter 2013 Earnings Conference Call

Kohl's will host a second quarter earnings conference call at 8:30 am ET on August 15, 2013. The phone number for the conference call is (706) 902-0486. Replays of the call will be available for 30 days by dialing (855) 859-2056 or (404) 537-3406.  The conference ID for both the live call and the replay is 94952764. The conference call and replays are also accessible via the Company's web site at http://www.kohlscorporation.com/InvestorRelations/event-calendar.htm.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including guidance on the Company's targeted sales and earnings. Kohl's intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause Kohl's actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not

limited to, those described in Item 1A in Kohl's Annual Report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in Kohl's filings with the SEC.

About Kohl's

Based in Menomonee Falls, Wis., Kohl’s (NYSE: KSS) is a family-focused, value-oriented specialty department store offering moderately priced, exclusive and national brand apparel, shoes, accessories, beauty and home products in an exciting shopping environment. With a commitment to environmental leadership, Kohl’s operates 1,155 stores in 49 states. In support of the communities it serves, Kohl’s has raised more than $231 million for children’s initiatives nationwide through its Kohl’s Cares® cause merchandise program, which operates under Kohl's Cares, LLC, a wholly-owned subsidiary of Kohl's Department Stores, Inc. For a list of store locations and information, or for the added convenience of shopping online, visit www.Kohls.com, join the discussion on Facebook (http://www.facebook.com/kohls) or Twitter (http://twitter.com/Kohls) or get inspired on Pinterest (http://pinterest.com/kohls/) and Instagram (http://instagram.com/kohls).

Contacts

Investor Relations:

Wes McDonald, Senior Executive Vice President and Chief Financial Officer, (262) 703-1893

Joanne Crevoiserat, Executive Vice President - Finance, (262) 703-2945

Media:

Jen Johnson, Director - Public Relations, (262) 703-5241

KOHL'S CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In Millions, except per share data)
(Unaudited)
	Three Months Ended						Six Months Ended
	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Net sales	$	4,289		$	4,205		$	8,488		$	8,447
Cost of merchandise sold	2,613			2,563			5,284			5,281
Gross margin	1,676			1,642			3,204			3,166
Operating expenses:
Selling, general, and administrative	1,000			975			1,997			1,977
Depreciation and amortization	225			210			439			411
Operating income	451			457			768			778
Interest expense, net	84			80			167			162
Income before income taxes	367			377			601			616
Provision for income taxes	136			137			223			222
Net income	$	231		$	240		$	378		$	394
Basic net income per share	$	1.05		$	1.01		$	1.71		$	1.64
Average number of shares	220			238			221			240
Diluted net income per share	$	1.04		$	1.00		$	1.70		$	1.63
Average number of shares	222			239			222			242
As a percent of net sales:
Gross margin	39.1		%	39.0		%	37.7		%	37.5		%
Selling, general and
administrative expenses	23.3		%	23.2		%	23.5		%	23.4		%
Operating income	10.5		%	10.9		%	9.0		%	9.2		%
Net income	5.4		%	5.7		%	4.5		%	4.7		%

KOHL'S CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Millions)
(Unaudited)
	August 3, 2013		July 28, 2012
Assets
Current assets:
Cash and cash equivalents	$	592	$	600
Merchandise inventories	3,856		3,521
Deferred income taxes	150		109
Other	284		260
Total current assets	4,882		4,490
Property and equipment, net	8,891		9,010
Long-term investments	58		102
Other assets	266		254
Total assets	$	14,097	$	13,856
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	1,396	$	1,531
Accrued liabilities	1,065		1,001
Income taxes payable	75		24
Current portion of capital lease
and financing obligations	147		94
Total current liabilities	2,683		2,650
Long-term debt	2,492		2,141
Capital lease and financing obligations	1,948		1,997
Deferred income taxes	381		411
Other long-term liabilities	540		469
Shareholders' equity	6,053		6,188
Total liabilities and shareholders' equity	$	14,097	$	13,856

KOHL'S CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)
	Six Months Ended
	August 3, 2013			July 28, 2012
Operating activities
Net income	$	378		$	394
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization	439			411
Share-based compensation	27			24
Excess tax benefits from share-based compensation	(2		)	(3		)
Deferred income taxes	(12		)	(13		)
Other non-cash revenues and expenses	18			8
Changes in operating assets and liabilities:
Merchandise inventories	(103		)	(300		)
Other current and long-term assets	22			40
Accounts payable	89			298
Accrued and other long-term liabilities	(20		)	(166		)
Income taxes	(74		)	(111		)
Net cash provided by operating activities	762			582
Investing activities
Acquisition of property and equipment	(284		)	(429		)
Sales of investments in auction rate securities	1			51
Other	13			2
Net cash used in investing activities	(270		)	(376		)
Financing activities
Treasury stock purchases	(279		)	(623		)
Dividends paid	(153		)	(153		)
Proceeds from financing obligations	—			4
Capital lease and financing obligation payments	(52		)	(61		)
Proceeds from stock option exercises	46			19
Excess tax benefits from share-based compensation	2			3
Deferred financing costs	(1		)	—
Net cash used in financing activities	(437		)	(811		)
Net increase (decrease) in cash and cash equivalents	55			(605		)
Cash and cash equivalents at beginning of period	537			1,205
Cash and cash equivalents at end of period	$	592		$	600