10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended August 3, 2013

OR

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

For the Transition period from ________ to _________ 

Commission file number 1-11084

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

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

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨¬ (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: August 31, 2013 Common Stock, Par Value $0.01 per Share, 217,185,846 shares outstanding.

KOHL’S CORPORATION

INDEX

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements:	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	Consolidated Statements of Comprehensive Income	4
	Consolidated Statements of Changes in Shareholders' Equity	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II	OTHER INFORMATION
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 6.	Exhibits	18
	Signatures	18

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

KOHL’S CORPORATION

CONSOLIDATED BALANCE SHEETS

(In Millions)

	August 3, 2013			February 2, 2013			July 28, 2012
Assets	(Unaudited)			(Audited)			(Unaudited)
Current assets:
Cash and cash equivalents	$	592		$	537		$	600
Merchandise inventories	3,856			3,748			3,521
Deferred income taxes	150			122			109
Other	284			312			260
Total current assets	4,882			4,719			4,490
Property and equipment, net	8,891			8,872			9,010
Long-term investments	58			53			102
Other assets	266			261			254
Total assets	$	14,097		$	13,905		$	13,856
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	1,396		$	1,307		$	1,531
Accrued liabilities	1,065			986			1,001
Income taxes payable	75			137			24
Current portion of capital lease and financing obligations	147			105			94
Total current liabilities	2,683			2,535			2,650
Long-term debt	2,492			2,492			2,141
Capital lease and financing obligations	1,948			1,956			1,997
Deferred income taxes	381			362			411
Other long-term liabilities	540			512			469
Shareholders’ equity:
Common stock	4			4			4
Paid-in capital	2,516			2,454			2,381
Treasury stock, at cost	(7,531		)	(7,243		)	(6,580		)
Accumulated other comprehensive loss	(39		)	(45		)	(51		)
Retained earnings	11,103			10,878			10,434
Total shareholders’ equity	6,053			6,048			6,188
Total liabilities and shareholders’ equity	$	14,097		$	13,905		$	13,856

See accompanying Notes to Consolidated Financial Statements

3

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In Millions, Except per Share Data)

	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 (exclusive of depreciation shown separately below)	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
Net income per share:
Basic	$	1.05	$	1.01	$	1.71	$	1.64
Diluted	$	1.04	$	1.00	$	1.70	$	1.63
Dividends declared and paid per share	$	0.35	$	0.32	$	0.70	$	0.64

See accompanying Notes to Consolidated Financial Statements

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In Millions)

	Three Months Ended					Six Months Ended
	August 3, 2013		July 28, 2012			August 3, 2013		July 28, 2012
Net income	$	231	$	240		$	378	$	394
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on investments	—		(2		)	4		—
Reclassification adjustment for interest expense on interest      rate derivative included in net income	1		1			2		2
Other comprehensive income (loss)	1		(1		)	6		2
Comprehensive income	$	232	$	239		$	384	$	396

See accompanying Notes to Consolidated Financial Statements

4

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(In Millions, Except per Share Data)

	Common Stock			Paid-In Capital			Treasury Stock					Accumulated Other Comprehensive Loss				Retained Earnings
	Shares	Amount					Shares		Amount										Total
Balance at February 2, 2013	360	$	4	$	2,454		(138	)	$	(7,243	)		$	(45	)	$	10,878		$	6,048
Comprehensive income	—	—		—			—		—				6			378			384
Stock options and awards	2	—		74			—		—				—			—			74
Net income tax impact from     stock-based compensation	—	—		(12		)	—		—				—			—			(12		)
Dividends paid ($0.70 per common share)	—	—		—			—		2				—			(153		)	(151		)
Treasury stock purchases	—	—		—			(6	)	(290		)		—			—			(290		)
Balance at August 3, 2013	362	$	4	$	2,516		(144	)	$	(7,531	)		$	(39	)	$	11,103		$	6,053

See accompanying Notes to Consolidated Financial Statements

5

KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In Millions)

	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
Supplemental information:
Interest paid, net of capitalized interest	$	162		$	160
Income taxes paid	308			347
Non-Cash Investing and Financing Activities
Property and equipment acquired through additional liabilities	$	100		$	42

See accompanying Notes to Consolidated Financial Statements

6

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for fiscal year end financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and related footnotes included in our Annual Report on Form 10-K for the fiscal year ended February 2, 2013 (Commission File No. 1-11084) as filed with the Securities and Exchange Commission on March 22, 2013.

Due to the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year. In addition, quarterly results of operations may be impacted by the timing and amount of sales and costs associated with the opening of new stores.

We operate as a single business unit.

To conform to the current year presentations, we have corrected the presentation of $27 million of deferred revenues that were previously recorded as a reduction to merchandise inventory as of July 28, 2012.

2. Debt

Long-term debt consists of the following non-callable and unsecured senior debt:

	August 3, 2013 and February 2, 2013					July 28, 2012
Maturing	Effective Rate		Out- standing			Effective Rate		Out- standing
	(Dollars in Millions)
2017	6.31	%	$	650		6.31	%	$	650
2021	4.81	%	650			4.81	%	650
2023	3.25	%	350			—		—
2029	7.36	%	200			7.36	%	200
2033	6.05	%	300			6.05	%	300
2037	6.89	%	350			6.89	%	350
Total senior debt	5.63	%	2,500			6.01	%	2,150
Unamortized debt discount			(8		)			(9		)
Long-term debt			$	2,492				$	2,141

During the quarter, we amended the $1 billion revolving line of credit that we finalized in June 2011. The amendment extended the remaining term from June 2016 to June 2018 and changed the debt ratio covenant.

3. Fair Value Measurements

ASC No. 820, “Fair Value Measurements and Disclosures,” requires fair value measurements be classified and disclosed in one of the following pricing categories:

Level 1:	Financial instruments with unadjusted, quoted prices listed on active market exchanges.
Level 2:	Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. The prices for the financial instruments are determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3:	Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.

7

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes our financial instruments:

		August 3, 2013				February 2, 2013				July 28, 2012
	Pricing Category	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
		(In Millions)
Cash and cash equivalents	Level 1	$	592	$	592	$	537	$	537	$	600	$	600
Long-term investments	Level 3	83		58		84		53		142		102
Debt	Level 1	2,492		2,663		2,492		2,702		2,141		2,511

Our long-term investments consist primarily of investments in auction rate securities (“ARS”). The fair value for our ARS were based on third-party pricing models which utilized a discounted cash flow model for each of the securities as there was no recent activity in the secondary markets in these types of securities. This model used a combination of observable inputs which were developed using publicly available market data obtained from independent sources and unobservable inputs that reflect our own estimates of the assumptions that market participants would use in pricing the investments. Observable inputs include interest rate currently being paid, maturity and credit ratings.

Unobservable inputs include expected redemption date and discount rate. We assumed a seven-year redemption period in valuing our ARS. We intend to hold our ARS until maturity or until we can liquidate them at par value. Based on our other sources of income, we do not believe we will be required to sell them before recovery of par value. In some cases, holding the security until recovery may mean until maturity, which ranges from 2037 to 2039. The discount rate was calculated using the closest match available for other insured asset backed securities. Discount rates ranged from 6.57% to 9.47%. The weighted-average discount rate was 7.64%. A market failure scenario was employed as recent successful auctions of these securities were very limited. Assuming a longer redemption period and a higher discount rate would result in a lower fair market value. Similarly, assuming a shorter redemption period and a lower discount rate would result in a higher fair market value.

The following table presents a rollforward of our long-term investments:

	Six Months Ended
	August 3, 2013			July 28, 2012
	(In Millions)
Balance at beginning of year	$	53		$	153
Sales	(1		)	(51		)
Unrealized gains	6			—
Balance at end of period	$	58		$	102

4. Stock-Based Compensation

The following table summarizes our stock-based compensation expense:

	Three Months Ended				Six Months Ended
	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
	(In Millions)
Stock options	$	6	$	5	$	9	$	10
Restricted shares	12		7		18		14
Total stock-based compensation expense	$	18	$	12	$	27	$	24

8

KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes stock-based compensation grants:

	Six Months Ended
	August 3, 2013		July 28, 2012
	(In Thousands)
Stock options granted	489		1,135
Restricted shares, excluding shares earned in lieu of cash dividends, granted	859		799
Total stock-based compensation grants	1,348		1,934
Weighted average fair value at grant date:
Stock options	$	10.37	$	11.64
Restricted shares	$	47.91	$	48.36

5. Contingencies

We are subject to certain legal proceedings and claims arising out of the conduct of our business. In the opinion of management, the outcome of these proceedings and litigation will not have a material adverse impact on our consolidated financial statements.

6. Net Income Per Share

The following table summarizes our basic and diluted net income per share calculations:

	Three Months Ended				Six Months Ended
	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
	(In Millions)
Numerator—Net income	$	231	$	240	$	378	$	394
Denominator—Weighted average shares:
Basic	220		238		221		240
Impact of dilutive employee stock options	2		1		1		2
Diluted	222		239		222		242
Antidilutive shares	9		13		12		13

9

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

For purposes of the following discussion, all references to “the quarter” and “the second quarter” are for the 13-week fiscal periods ended August 3, 2013 and July 28, 2012 and all references to "year to date" are for the 26-week fiscal periods ended August 3, 2013 and July 28, 2012.

The following discussion should be read in conjunction with our Consolidated Financial Statements and the related notes included elsewhere in this report, as well as the financial and other information included in our 2012 Annual Report on Form 10-K (our “2012 Form 10-K”). The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could materially differ from those discussed in these forward-looking statements.  Factors that could cause or contribute to those differences include, but are not limited to, those discussed elsewhere in this report and in our 2012 Form 10-K (particularly in “Risk Factors”).

Executive Summary

As of August 3, 2013, we operated 1,155 family-oriented department stores and a website (www.Kohls.com) that sell moderately priced apparel, footwear and accessories for women, men and children; soft home products such as sheets and pillows; and housewares. Our product offerings include quality private and exclusive brands which are found “Only at Kohl’s” as well as national brands which appeal to classic, modern classic and contemporary customers. Our stores generally carry a consistent merchandise assortment with some differences attributable to regional preferences. Our website includes merchandise which is available in our stores, as well as merchandise which is available only on-line.

The following table summarizes our results for the quarter and year to date:

	Quarter			Year to Date
	(Dollars in Millions)
Net sales	$	4,289		$	8,488
Net sales increase	2.0		%	0.5		%
Comparable store sales increase (decrease)	0.9		%	(0.5		)%
Gross margin as a percent of net sales	39.1		%	37.7		%
Selling, general and administrative expenses	$	1,000		$	1,997
Net income	$	231		$	378
Net earnings per diluted share	$	1.04		$	1.70
Shares repurchased (In Millions)	3.4			5.5
Treasury stock purchases	$	170		$	279

Our main business objective is to profitably increase sales. In order to increase sales, we believe that we need to continue to improve the quality of our merchandise and to offer items at great value. We are pleased with the progress we have made in these areas, but believe that we need to continue to progress in order to increase transactions per store, which is our primary sales driver.

After a successful pilot in Texas during the second quarter, we expect to expand our loyalty program to California in the third quarter. The loyalty program allows enrolled customers to earn various rewards or discounts based upon the volume of their purchases. We continue to review the results of these pilots and modify earning thresholds, redemption time frames, in-store communication and other elements of the program. We believe that over the long-term the loyalty program could be a powerful tool to increase customer traffic and sales.

Our marketing remains focused on the great values that Kohl's offers, but also has an increased emphasis on the various brands that we offer. This includes both our "Only-at-Kohl's" brands and our national brands. This marketing message had a positive impact on our national brands - especially our largest brands - in the quarter.

We remain committed to meeting the changing shopping needs of our customer, to strengthening our omni-channel experience and to investing in our future in a strategic and profitable manner. During the quarter, we successfully replaced our E-Commerce platform. The replatform occurred in stages throughout the quarter. We also invested in several IT projects which will provide the infrastructure and other tools necessary to support our omni-channel strategy.

10

Results of Operations

Net sales.

Net sales increased $84 million, or 2.0%, to $4.3 billion in the second quarter of 2013. Year to date, net sales increased $41 million, or 0.5%, to $8.5 billion. On a comparable store basis, sales increased 0.9% for the quarter and decreased 0.5% year to date. We define comparable store sales as sales from stores (including relocated and remodeled stores) open throughout the full current and prior fiscal periods and from E-Commerce.

The following table summarizes the changes in sales:

	Quarter					Year to Date
	$			%		$			%
	(Dollars in Millions)
Comparable store sales:
Stores	$	(28	)	(0.7	)%	$	(188	)	(2.4	)%
E-Commerce	66			27.9		144			29.6
Total	38			0.9		(44		)	(0.5	)
New stores and other revenues	46			—		85			—
Increase in net sales	$	84		2.0	%	$	41		0.5	%

 Drivers of the changes in comparable store sales were as follows:

	Quarter		Year to Date
Selling price per unit	(3.6	)%	(2.4	)%
Units per transaction	4.8		3.6
Average transaction value	1.2		1.2
Number of transactions	(0.3	)	(1.7	)
Comparable store sales	0.9	%	(0.5	)%

The decrease in selling price per unit was due to lower prices and higher penetration of clearance merchandise, partially offset by higher selling prices on regular-priced merchandise. Units per transaction increased as customers purchased more items in response to the lower prices. Increases in the number of E-Commerce transactions were more than offset by decreases in our stores. Year-to-date transactions were also negatively impacted by an unseasonably cold spring which reduced customer visits early in the year.

All of our warmer weather regions - the West, South Central and Southeast - reported higher comparable store sales for the quarter. Year to date, the West region reported the highest increase in comparable store sales. The Midwest and Northeast reported lower comparable store sales for the quarter. The Mid-Atlantic region was the poorest performing region in both the quarter and year to date.

E-Commerce revenues totaled $303 million for the quarter and $632 million year to date. E-Commerce sales increased in both periods primarily due to more transactions which were the result of investments in this business, including digital marketing to drive traffic to the site, and increases in the number of merchandise offerings which are available only on-line.

For the quarter, Children's was the strongest line of business. Footwear and Men's also outperformed the Company. The Home business reported higher comparable store sales, but was slightly below the Company average. Notable Home categories included luggage, bedding and electrics. In Women's, active/fitness and national branded bottoms reported the highest sales increases. In Accessories, bath and beauty was the strongest category.

Year to date, Children's reported the highest sales increases. Footwear and Home outperformed the Company average. Sales in the Men's, Women's and Accessories businesses all decreased slightly. Notable sales increases were reported in Men's basics, Women's active/fitness, bath and beauty Accessories and athletic Footwear. In the Home business, electrics and luggage reported the highest sales increases.

11

Gross margin.

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

The following table summarizes gross margin as a percent of sales:

	Quarter						Year to Date
	2013		2012		Increase (Decrease)		2013		2012		Increase (Decrease)
Merchandise margin	39.7	%	39.6	%	6 bp		38.3	%	38.1	%	34 bp
Shipping impact	(0.6	)	(0.6	)	(4	)	(0.6	)	(0.6	)	(7	)
Gross margin	39.1	%	39.0	%	2 bp		37.7	%	37.5	%	27 bp

The increases in merchandise margin reflect lower markdowns and reduced inventory shortage. The decrease in gross margin attributable to shipping is due to growth in our E-Commerce business, partially offset by lower shipping losses.

E-Commerce decreased our gross margin rate by approximately 80 basis points for both the quarter and year to date. Our E-Commerce business currently has a lower gross margin than our stores due to the mix of products sold on-line and free or related shipping promotions. As our E-Commerce business has grown, it has had a more significant impact on our overall gross margin results.

Selling, general and administrative expenses.

	Quarter										Year to Date
							Increase										Increase
	2013			2012			$		%		2013			2012			$		%
	(Dollars in Millions)
Selling, general and administrative expenses	$	1,000		$	975		$	25	3	%	$	1,997		$	1,977		$	20	1	%
As a percent of net sales	23.3		%	23.2		%					23.5		%	23.4		%

Selling, general and administrative expenses (“SG&A”) include compensation and benefit costs (including stores, headquarters, buying and merchandising and distribution centers); occupancy and operating costs of our retail, distribution and corporate facilities; freight expenses associated with moving merchandise from our distribution centers to our retail stores and among distribution and retail facilities; marketing expenses, offset by vendor payments for reimbursement of specific, incremental and identifiable costs; net revenues from our Kohl’s credit card operations; and other administrative revenues and expenses. SG&A also includes the costs incurred prior to new store openings, such as advertising, hiring and training costs for new employees, processing and transporting initial merchandise, and rent expense. We do not include depreciation and amortization in SG&A. The classification of these expenses varies across the retail industry.

The following table summarizes the changes in SG&A by expense type:

	Quarter			Year to Date
	(In Millions)
Store expenses	$	23		$	24
Marketing costs, excluding credit card operations	5			(8		)
Corporate expenses	2			16
Distribution costs	2			6
Net revenues from credit card operations	(7		)	(18		)
Increase in SG&A	$	25		$	20

12

Many of our expenses, including store payroll and distribution costs, are variable in nature. These costs generally increase as sales increase and decrease as sales decrease. We measure both the change in these variable expenses and the expense as a percent of sales. If the expense as a percent of sales decreased from the prior year, the expense “leveraged” and indicates that the expense was well-managed or effectively generated additional sales. If the expense as a percent of sales increased over the prior year, the expense "deleveraged" and indicates that sales growth was less than expense growth. SG&A as a percent of sales increased, or "deleveraged," by approximately 10 basis points for both the quarter and year to date.

The increases in store expenses are the result of higher store payroll to support the higher sales, higher rent-related expenses due to new stores, and higher controllable expenses including repairs and maintenance and expenses associated with rolling out our merchandise location system. Year to date, these increases were partially offset by lower remodel costs.

Marketing costs deleveraged for the quarter as we increased our spending in digital and broadcast and added Texas to our loyalty program pilot. Year to date, advertising leveraged approximately 10 basis points.

Corporate expenses leveraged as savings in payroll and benefits, including incentive compensation, were partially offset by increased IT spending related to growth and infrastructure investments related to our omni-channel strategy.

Distribution costs deleveraged in both the quarter and year to date. We continue to improve our efficiency in E-Commerce fulfillment, however, which reported significant leverage as a percent of E-Commerce sales.

The increases in net revenues from credit card operations are the result of higher finance charge revenues and late fees due to growth in the portfolio. Partially offsetting these increases were higher bad debt expenses and other operational costs. Year-to-date expenses are also higher as a result of the new credit card servicing platform which was implemented in the first quarter of 2012.

Other Expenses.

	Quarter											Year to Date
							Increase (Decrease)											Increase (Decrease)
	2013			2012			$			%		2013			2012			$		%
	(Dollars in Millions)
Depreciation and amortization	$	225		$	210		$	15		7	%	$	439		$	411		$	28	7	%
Interest expense, net	84			80			4			5	%	167			162			5		3	%
Provision for income taxes	136			137			(1		)	(1	)%	223			222			1		—	%
Effective tax rate	37.1		%	36.3		%						37.1		%	36.0		%

`

The increases in depreciation and amortization are primarily due to technology investments across the company. The increases in interest expense are primarily due to the September 2012 debt issuance. The increase in the effective tax rate for the quarter was primarily due to favorable settlements of state tax audits in 2012.

Seasonality and Inflation

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

Although we expect that our operations will be influenced by general economic conditions, including rising food, fuel and energy prices, we do not believe that inflation has had a material effect on our results of operations. However, there can be no assurance that our business will not be affected by such factors in the future. In 2012, we saw modest increases in apparel costs in the first six months and mid-single-digit decreases in the last six months of the year. In 2013, we have seen decreases in apparel costs.

Financial Condition and Liquidity

Our primary ongoing cash requirements are for capital expenditures for new stores, remodels and IT spending and for seasonal and new store inventory purchases. Share repurchases and dividend payments to shareholders are currently other

13

significant usages of cash. These payments are discretionary and can be discontinued at any time should we require cash for other uses. Our primary sources of funds are cash flows provided by operations, short-term trade credit and our lines of credit. Short-term trade credit, in the form of extended payment terms for inventory purchases, often represents a significant source of financing for merchandise inventories. We may from time to time issue new debt. The amount of new debt issued, if any, will depend on prevailing market conditions, our cash needs and our capital structure. Seasonal cash needs may be met by cash on hand and/or the line of credit available under our revolving credit facility. Our working capital and inventory levels typically build throughout the fall, peaking during the November and December holiday selling season.

							Increase in Cash
	2013			2012			$		%
Net cash provided by (used in):	(Dollars in Millions)
Operating activities	$	762		$	582		$	180	31	%
Investing activities	(270		)	(376		)	106		28	%
Financing activities	(437		)	(811		)	374		46	%

Operating Activities. Operating activities generated $762 million of cash in 2013, compared to $582 million in 2012.

Merchandise inventory, excluding E-Commerce, increased 6% over July 28, 2012 to $3.2 million per store as we increased inventory during 2013 to more normalized levels. Accounts payable as a percent of inventory was 36.2% at August 3, 2013, compared to 43.5% at July 28, 2012. The decrease is primarily due to reducing our second quarter inventory receipts to manage our inventory levels as well as slower inventory turnover.

Investing Activities. Net cash used in investing activities reflects a $145 million decrease in capital spending primarily due to fewer remodels and new stores as well as lower spending on E-Commerce fulfillment centers, partially offset by higher technology spending.

Financing Activities. Financing activities used cash of $437 million in 2013 and $811 million in 2012.

We paid cash for treasury stock purchases of $279 million in 2013 and $623 million in 2012. Share repurchases are discretionary in nature. The timing and amount of repurchases is based upon available cash balances, our stock price and other factors. We paid cash dividends of $153 million in both 2013 and 2012. On August 13, 2013, our board of directors declared a quarterly cash dividend of $0.35 per common share. The dividend is payable September 25, 2013 to shareholders of record at the close of business on September 11, 2013.

Free Cash Flow.  We generated free cash flow of $426 million in the first six months of 2013, more than four times higher than the first six months of 2012. The increase is primarily due to higher cash from operating activities and lower capital expenditures, as discussed in more detail above. Free cash flow is a non-GAAP financial measure which we define as net cash provided by operating activities and proceeds from financing obligations (which generally represent landlord reimbursements of construction costs) less capital expenditures and capital lease and financing obligations. Free cash flow should be evaluated in addition to, and not considered a substitute for, other financial measures such as net income and cash flow provided by operations. We believe that free cash flow represents our ability to generate excess cash flow from our business operations.

The following table reconciles net cash provided by operating activities (a GAAP measure) to free cash flow (a non-GAAP measure).

	2013			2012			Increase (Decrease)
	(In Millions)
Net cash provided by operating activities	$	762		$	582		$	180
Acquisition of property & equipment	(284		)	(429		)	145
Capital lease & financing obligation payments	(52		)	(61		)	9
Proceeds from financing obligations	—			4			(4		)
Free cash flow	$	426		$	96		$	330

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

	August 3, 2013			July 28, 2012
Liquidity Ratios:
Working capital (In Millions)	$	2,199		$	1,840
Current ratio	1.82			1.69
Debt/capitalization	43.1		%	40.6		%

The increases in working capital and the current ratio as of August 3, 2013 compared to July 28, 2012 are due to higher inventory levels and lower accounts payable, partially offset by leases and other accrued liabilities. The increase in the debt/capitalization ratio reflects the issuance of $350 million of debt in September 2012 and lower capitalization, primarily due to share repurchases.

Debt Covenant Compliance. As of August 3, 2013, we were in compliance with all debt covenants and expect to remain in compliance during fiscal 2013. During the quarter, we amended the $1 billion revolving line of credit that we finalized in June 2011. The amendment extended the remaining term from June 2016 to June 2018 and changed the required debt covenant.

	(Dollars in Millions)
Included Indebtedness
Total debt	$	4,595
Permitted exclusions	(8		)
Subtotal	4,587
Rent x 8	2,160
Included Indebtedness	$	6,747
Rolling 12-month EBITDAR
Net income	$	971
Rent expense	270
Depreciation and amortization	862
Net interest	332
Provision for income taxes	576
Stock based compensation	54
Other non-cash revenues and expenses	18
Rolling 12-month EBITDAR	$	3,083
Debt Ratio (a)	2.19
Maximum permitted Debt Ratio	3.75
(a) Included indebtedness divided by Rolling 12-month EBITDAR

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Contractual Obligations

There have been no significant changes in the contractual obligations disclosed in our 2012 Form 10-K.

Off-Balance Sheet Arrangements

We have not provided any financial guarantees as of August 3, 2013. We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. We do not have any arrangements or relationships with entities that are not consolidated into our financial statements that are reasonably likely to materially affect our liquidity or the availability of capital resources.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect reported amounts. Management has discussed the development, selection and disclosure of its estimates and assumptions with the Audit Committee of our Board of Directors. There have been no significant changes in the critical accounting policies and estimates discussed in our 2012 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in the market risks described in our 2012 Form 10-K.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

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

Based upon the Evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at the reasonable assurance level. Disclosure controls and procedures are defined by Rules 13a-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act") as controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions, regardless of how remote.

(b) Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended August 3, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

There have been no significant changes in our risk factors from those described in our 2012 Form 10-K.

Forward-looking Statements

This report contains statements that may constitute forward-looking statements within the meaning of the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Those statements relate to developments, results, conditions or other events we expect or anticipate will occur in the future. Words such as “believes,” “anticipates,” “plans,” “expects” and similar expressions are intended to identify forward-looking statements. Without limiting the foregoing, these statements may relate to future outlook, revenues, earnings, store openings, planned capital expenditures, market conditions, new strategies and the competitive environment. Forward-looking statements are based

16

on our management’s then current views and assumptions and, as a result, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Any such forward-looking statements are qualified by the important risk factors, described in Item 1A of our 2012 Form 10-K, that could cause actual results to differ materially from those predicted by the forward-looking statements. Forward-looking statements relate to the date initially made, and we undertake no obligation to update them. An investment in our common stock or other securities carries certain risks. Investors should carefully consider the risks as stated in our 2012 Form 10-K and other risks which may be disclosed from time to time in our filings with the SEC before investing in our securities.

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

We did not sell any securities during the quarter ended August 3, 2013 which were not registered under the Securities Act.

The following table contains information for shares repurchased and shares acquired from employees in lieu of amounts required to satisfy minimum tax withholding requirements upon the vesting of the employees’ restricted stock during the three fiscal months ended August 3, 2013:

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
					(In Millions)
May 5 – June 1, 2013	232,880	$	50.23	227,300	$	3,006
June 2 – July 6, 2013	2,161,970	51.42		2,105,827	2,898
July 7 – August 3, 2013	1,024,896	53.25		1,016,920	2,844
Total	3,419,746	$	51.89	3,350,047	$	2,844

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Exhibit Number	Description
4.1	Credit Agreement Amendment dated as of June 21, 2013 by and among the Company, the Lenders party thereto, Bank of America, N.A., as the Administrative Agent and as a Continuing Lender and as an Issuing Bank and a Swing Line Lender, U.S Bank National Association, as a Continuing Lender, an Issuing Bank, and a Swing Line Lender, and Wells Fargo Bank, National Association, as a Continuing Lender, an Issuing Bank, and a Swing Line Lender.
12.1	Ratio of Earnings to Fixed Charges.
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Kohl’s Corporation (Registrant)
Date:	September 4, 2013	/s/ Wesley S. McDonald
		Wesley S. McDonald On behalf of the Registrant and as Senior Executive Vice President and Chief Financial Officer (Principal Financial and Chief Accounting Officer)

18

EX-4.1

Exhibit 4.1

AMENDMENT NO. 2

This AMENDMENT NO. 2 , dated as of June 21, 2013 (this “Agreement”; capitalized terms used herein without definition having the meanings provided in Article I), is entered into among KOHL'S CORPORATION, a Wisconsin corporation (the “Borrower”), each Lender a party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

PRELIMINARY STATEMENTS:

The Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement.

The Borrower has requested that the Lenders agree to amend the Credit Agreement as hereinafter set forth.

The Lenders party to this Agreement are, on the terms and conditions stated below, willing to grant such request and to amend the Credit Agreement as hereinafter set forth.

In connection with the amendments set forth herein, the Lenders have agreed to the re-allocation of the Commitments in effect immediately prior to the Agreement Effective Date (as defined below), and after giving effect to such re-allocation in accordance herewith, the Lenders designated as “Continuing Lenders” on the signature pages hereto (the “Continuing Lenders”) shall continue as Lenders under the Credit Agreement, as amended hereby (the “Amended Credit Agreement”), and the Lenders designated as “Exiting Lenders” on the signature pages hereto (the “Exiting Lenders”) shall have no Commitments under the Amended Credit Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party to this Agreement agrees, as follows:

ARTICLE I

DEFINITIONS

.Definitions. The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

“Administrative Agent” is defined in the preamble.

“Agreement” is defined in the preamble.

“Agreement Effective Date” means the date on which the conditions precedent to the effectiveness of this Agreement as specified in Article III herein have been satisfied.

“Borrower” is defined in the preamble.

“Credit Agreement” means the Credit Agreement dated as of June 23, 2011, as amended by Amendment No. 1 dated as of September 8, 2011 (the “Credit Agreement”), among the Borrower, the Lenders, the Swing Line Lenders, the Issuing Banks, the Administrative Agent and the other parties thereto.

“Lender” means each lender from time to time party to the Credit Agreement.

.

1.02    Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement.

1.03     Other Interpretive Provisions. The rules of construction in Sections 1.2 to 1.4 of the Credit Agreement shall be equally applicable to this Agreement.

ARTICLE II

AMENDMENTS

.Amendments. Effective as of the Agreement Effective Date, the Credit Agreement is hereby amended as follows:

(a)Deletion of Definitions. Section 1.1 of the Credit Agreement is amended as follows:

(i)the definition of “Leverage Ratio” is deleted in its entirety.

(ii)the definition of “Capitalization” is deleted in its entirety.

(b)Replacement of Definitions. Section 1.1 of the Credit Agreement is amended as follows:

(i)part (a) of the definition of “Applicable Margin” is deleted in its entirety and is replaced with the following in lieu thereof:

“(a) Subject to clauses (b) and (c) of this definition, (i) with respect to the unpaid principal balance of Eurodollar Advances and the Letter of Credit Commissions, at all times during which the applicable Pricing Level set forth below is in effect, the percentage set forth below under the heading “Applicable Eurodollar and LC Margin” and adjacent to such Pricing Level, and (ii) with respect to the Facility Fee, at all times during which the applicable Pricing Level set forth below is in effect, the percentage set forth below under the heading “Facility Fee Margin” and adjacent to such Pricing Level:

Pricing Level	Applicable Eurodollar and LC Margin	Facility Fee Margin	All-in Drawn Pricing
Pricing Level I	0.9%	0.1%	1%
Pricing Level II	1%	0.125%	1.125%
Pricing Level III	1.1%	0.15%	1.25%
Pricing Level IV	1.3%	0.2%	1.5%
Pricing Level V	1.5%	0.25%	1.75%

(ii)part (a) of the definition of “Eurodollar Rate” is amended by:

(A)inserting the following words immediately after the words “a Eurodollar Advance”: “(i) in the case of a Eurodollar Advance denominated in Dollars,”;

(B)deleting the words “BBA LIBOR” and replacing such words with “or the successor thereto if the British Bankers Association is no longer making a LIBOR rate available (“LIBOR”)”, in lieu thereof, and making the appropriate replacements of the term “BBA LIBOR” with the term “LIBOR” in lieu thereof throughout the Credit Agreement;

(C)adding the following paragraph immediately at the end of clause (a):

“(ii) in the case of Eurodollar Advance denominated in Canadian Dollars, the rate per annum equal to the CDOR Rate; provided that if such rate is not available at such time for such term for any reason, the rate per annum determined by the Administrative Agent to be the discount rate (calculated on an annual basis and rounded upward, if necessary, to the nearest whole multiple of 1/100 of 1%, with 5/1,000 of 1% being rounded up) at or about 10:00 a.m. (Toronto, Ontario time) on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent) at which the Administrative Agent is then offering to purchase bankers' acceptances accepted by it having an aggregate face amount equal to the aggregate face amount of, and with a term equivalent to such Interest Period (or if such Interest Period is not equal to a number of months, having a term equivalent to the number of months closest to such Interest Period); and”

(iii)the definition of “Letter of Credit Commitment Amount” is deleted in its entirety and is replaced with the following in lieu thereof:

““Letter of Credit Commitment Amount”: $500,000,000.

(iv)the definition of “Revolving Credit Maturity Date” is deleted in its entirety and is replaced with the following in lieu thereof:

““Revolving Credit Maturity Date”: June 21, 2018, as the same may be extended from time to time in accordance with Section 2.14(a).”

(c)New Definitions. Section 1.1 of the Credit Agreement is amended as follows:

(i)the following new definition is added in its proper alphabetical order:

““CDOR Rate”. means, the rate per annum, equal to the average of the annual yield rates applicable

to Canadian Dollar banker's acceptances at or about 10:00 a.m. (Toronto, Ontario time) on the date that is two (2) Business Days prior to the commencement of such Interest Period on the “CDOR Page” (or any display substituted therefor) of Reuters Monitor Money Rates Service (or such other page or commercially available source displaying Canadian interbank bid rates for Canadian Dollar bankers' acceptances as may be designated by the Administrative Agent from time to time) for a term equivalent to such Interest Period (or if such Interest Period is not equal to a number of months, for a term equivalent to the number of months closest to such Interest Period).”

(ii)the following new definition is added in its proper alphabetical order:

““Debt Ratio”: at any fiscal quarter end, the ratio of (x) Included Indebtedness as of such fiscal quarter end to (y) Consolidated EBITDAR for the period of four consecutive fiscal quarters ending as of such fiscal quarter.”

(iii)the following new definition is added in its proper alphabetical order:

““EBITDAR”: means, for any period, (A) an amount equal to net income for such period plus (a) the following to the extent deducted in calculating such net income: (i) interest charges for such period, (ii) the provision for income taxes (foreign and domestic) for such period, (iii) depreciation and amortization expense,(iv) capital losses from the Disposition of fixed assets for such period and (v)other expenses reducing such net income which do not represent a cash item in such period or any future period and minus (b) the following to the extent included in calculating such net income: (i) all non-cash items increasing net income for such period and (ii) capital gains from the Disposition of fixed assets for such period, plus (B) Rent during such period.”

(iv)the following new definition is added in its proper alphabetical order:

““Loan Party” means the Borrower.”

(v)the following new definition is added in its proper alphabetical order:

““Second Amendment Effective Date”: June 21, 2013.”

(vi)the following new definition is added in its proper alphabetical order:

““Standby Letters of Credit Commitment Amount”: $250,000,000.”

(vii)the following new definition is added in its proper alphabetical order:

““Standby Letter of Credit Exposure” as of any date and in respect of any Lender, an amount equal to (i) the sum as of such date, without duplication, of (x) the aggregate amount (determined in accordance with Section 2.10(e)) of all outstanding Standby Letters of Credit, (y) the aggregate amount of unpaid drafts drawn on all Standby Letters of Credit, and (z) the aggregate unpaid Reimbursement Obligations in connection with Standby Letters of Credit (after giving effect to any Revolving Credit Loans made on such date to pay any such Reimbursement Obligations), multiplied by (ii) such Lender's Commitment Percentage.”

(d)Section 2.10.    The first sentence of Section 2.10(a) of the Credit Agreement is deleted in its entirety and is replaced with the following in lieu thereof:

“Subject to the terms and conditions of this Agreement, each Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.11, to Issue letters of credit (each a “New Letter of Credit” and collectively, the “New Letters of Credit”) in the form of standby letters of credit (the “Standby Letters of Credit”) or commercial letters of credit (the “Trade Letters of Credit”), denominated in Dollars or in Alternative Currencies for the account of the Borrower from time to time on any Business Day during the Revolving Credit Commitment Period (but excluding the ten consecutive Business Days immediately preceding the Revolving Credit Maturity Date), provided that immediately after the Issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Letter of Credit Commitment Amount, (ii) the Aggregate Credit Exposure would not exceed the Aggregate Revolving Credit Commitment Amount, (iii) the Standby Letter of Credit Exposure of all Lenders (whether or not the conditions for drawing under any Standby Letter of Credit have or may be satisfied) would not exceed the Standby Letter of Credit Commitment Amount, (iv) the Aggregate Credit Exposure denominated in Alternative Currencies would not exceed the Alternative Currency Sublimit, and (v) except to the extent otherwise agreed by an Issuing Bank in its sole discretion and solely as to itself,

at no time shall the L/C Obligations of an Issuing Bank exceed 50% of the aggregate L/C Obligations hereunder.”

(e)Section 2.14.    Section 2.14(a) of the Credit Agreement is amended by deleting the term “Effective Date” each time it is used, and replacing it with the term “Second Amendment Effective Date” in lieu thereof.

(f)Section 3.9.    Section 3.9 of the Credit Agreement is deleted in its entirety and is replaced with the following in lieu thereof:

“Inability to Determine Rates. If in connection with any request for a Eurodollar Advance or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Advance, or (ii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Advance (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed ABR Advance, or (b) the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Advance does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans in the affected currency or currencies shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Alternate Base Rate, the utilization of the Eurodollar Rate component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for ABR Advances. Notwithstanding the foregoing, in the case of a pending request for a Eurodollar Advance or conversion to or continuation in an Alternative Currency as to which the Administrative Agent has made the determination described in clause (a) of the first sentence of this paragraph, the Borrower, the Administrative Agent and the Required Lenders may establish a mutually acceptable alternative interest rate that reflects the all-in-cost of funds to such Lenders for funding Loans in the applicable currency and amount, and with the same Interest Period as the Eurodollar Advance requested to be made, converted or continued, as the case may be (the “Affected Advances”), in which case, such alternative rate of interest shall apply with respect to the Affected Advances until (x) the Administrative Agent revokes the notice delivered with respect to the Affected Advances under clause (a) of the first sentence of this paragraph, (y) the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Affected Advances, or (z) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.”

(g)Section 7.8.    Section 7.8 of the Credit Agreement is deleted in its entirety and is replaced with the following in lieu thereof:

“7.8    Debt Ratio

At each fiscal quarter end, have a Debt Ratio of not more than 3.75 to 1.00.”

(h)Section 10.1.    Section 10.1 of the Credit Agreement is amended by deleting the words “or any other Loan Party” therein in their entirety.

(i)Exhibit A.    Exhibit A (List of Revolving Credit Commitment Amounts) of the Credit Agreement is deleted in its entirety and is replaced with the schedule attached hereto as Exhibit A.

(j)Other Loan Documents. From and after the Agreement Effective Date, each reference to the Credit Agreement in any Loan Document shall be a reference to the Credit Agreement, as amended by this Agreement, as the same may hereafter be further amended, amended and restated, supplemented or otherwise modified.

ARTICLE III

CONDITIONS PRECEDENT

3.01     Conditions of Effectiveness. This Agreement is subject to the provisions of Section 11.1 of the Credit Agreement, and shall become effective when, and only when, each of the following conditions shall have been satisfied:

(k)Deliveries. The Administrative Agent shall have received all of the following documents (in sufficient copies for each Lender), each such document (unless otherwise specified) dated the Agreement Effective Date and, each in form and substance satisfactory to the Administrative Agent:

(i)Agreement. Counterparts of this Agreement executed by the Borrower, the Administrative Agent, each Issuing Bank, each Swing Line Lender and all of the Lenders;

(ii)Officer's Certificate. A certificate executed by the Secretary or Assistant Secretary or other analogous counterpart of the Borrower (w) attaching a true and complete copy of the resolutions of its Managing Person and of all documents evidencing all necessary corporate action taken by it to authorize this Agreement and the transactions contemplated hereby, (w) attaching a true and complete copy of its Organizational Documents, (x) setting forth the incumbency of its officer or officers or other analogous counterpart who may sign this Agreement, including therein a signature specimen of such officer or officers, (y) certifying that, since February 2, 2013, there has been no change in the business, property, financial condition or results of operations of the Loan Party and its consolidated Subsidiaries taken as a whole which would reasonably be expected to have a Material Adverse Effect; and (z) certifying to the matters set forth in Section 3.01(c) hereof; and

(iii) Opinions. Favorable opinions from (i) Godfrey & Kahn S.C., and (ii) Richard D. Schepp, general counsel of the Borrower, each dated as of the Agreement Effective Date, addressed to the Administrative Agent and each Lender, as to matters customary for transactions of this type.

(l)Fees; Expenses. The Administrative Agent and, as the case may be, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”) shall have received:

(i)Fees referred to in the Amended Fee Letter dated as of the date hereof among you, Bank of America, N.A. and MLPFS; and

(ii) Fees and expenses required to be reimbursed on or before the Agreement Effective Date pursuant to Section 5.04 hereof.

(m)Representations and Warranties. The representations and warranties of the Borrower contained in Article IV shall be true and correct.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Agreement, the Borrower hereby represents and warrants that on and as of the Agreement Effective Date after giving effect to this Agreement:

4.01     Due Authorization; No Conflict. The execution and delivery by the Borrower of this Agreement and the performance by the Borrower of this Agreement and the Credit Agreement, as amended and otherwise modified by this Agreement, have been duly authorized by all necessary corporate or other organizational action of the Borrower, and do not and will not: (a) contravene the terms of the Borrower's Organizational Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any contractual obligation to which the Borrower is a party or affecting the Borrower, or any properties of the Borrower or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or any of their property is subject; or (c) violate any applicable Law to which the Borrower or any of their property is subject, except to the extent a violation thereof would not reasonably be expected to have a Material Adverse Effect.

4.02    Enforceability. Each of this Agreement and the Credit Agreement, as amended and otherwise modified by this Agreement, constitute a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable debtor relief laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.03     Credit Agreement Representations. The representations and warranties of the Borrower contained in the Credit Agreement are true and correct in all material respects except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (ii) to the extent that such representations and warranties are modified by a materiality standard, in which case they shall be true and correct in all respects.

4.04     No Default. No Default or Event of Default has occurred and is continuing or resulted from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

ARTICLE V

MISCELLANEOUS

5.01     Loan Document. This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.

5.02     Lender Consent. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Agreement Effective Date specifying its objection thereto.

5.03     Effect of Agreement. (a) The Credit Agreement, as specifically amended or otherwise modified by this Agreement, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

(b)    The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

5.04     Re-allocation. Simultaneously with the effectiveness of this Agreement on the Agreement Effective Date, the parties hereby agree that (a) the Commitments of Exiting Lenders shall be re-allocated to the Continuing Lenders and after giving effect to such re-allocation such Exiting Lenders shall have no Commitments under the Amended Credit Agreement, (b) the Commitments of each of the Continuing Lenders under the Amended Credit Agreement shall be as set forth on the updated Commitment Schedule attached as Exhibit A to this Agreement (the “Amended Commitment Schedule”), and (c) on and after the effectiveness of such re-allocation, any reference to the “Lenders” under the Amended Credit Agreement shall refer to the Continuing Lenders and any other Person that shall become a party to the Amended Credit Agreement pursuant to an Assignment and Assumption (other than any such Person that ceases to be a party to the Amended Credit Agreement pursuant to an Assignment and Assumption or otherwise).

5.05     Costs and Expenses. On the Agreement Effective Date, the Borrower agrees to pay all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 11.20 of the Credit Agreement which are invoiced to the Borrower on or prior to the Agreement Effective Date.

5.06     Section Captions. Section captions used in this Agreement are for convenience of reference only, and shall not affect the construction of this Agreement.

5.07     Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

5.08    Certain Provisions. The provisions of Sections 11.16 and 11.19 of the Credit Agreement are hereby incorporated by reference.

5.09     Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BORROWER:

KOHL'S CORPORATION

By /s/ Wesley McDonald                

Name: Wesley S. McDonald

Title: Sr. EVP CFO

BANK OF AMERICA, N.A. in its individual capacity, as the Administrative Agent, as a Continuing Lender, an Issuing Bank and a Swing Line Lender

By /s/ Sabrina Hassan                    

Name: Sabrina Hassan

Title: Vice President

BANK OF AMERICA, N.A. (Canada branch), as a Continuing Lender, a Swing Line Lender for Canadian Dollar advances

By /s/ Medina Sales de Andrade                

Name: Medina Sales de Andrade

Title: Vice President

U.S. Bank National Association, individually and as a Continuing Lender, an Issuing Bank and a Swing Line Lender

By /s/ Caroline V. Krider                    

Name: Caroline V. Krider

Title: Senior Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as a Continuing Lender, an Issuing Bank and a Swing Line Lender

By /s/ Peter Kiedrowski                    

Name: Peter Kiedrowski

Title: Director

MORGAN STANLEY BANK, N.A., as a Continuing Lender

By /s/ Kelly Chin                    

Name: Kelly Chin

Title: Authorized Signatory

GOLDMAN SACHS BANK USA, as a Continuing Lender

By /s/ Mark Walton                    

Name: Mark Walton

Title: Authorized Signatory

JPMORGAN CHASE BANK, N.A., as a Continuing Lender

By /s/ Tony Wong                

Name: Tony Wong

Title: Vice President

UNION BANK, N.A., as a Continuing Lender

By /s/ Dana Philbin     

Name: Dana Philbin

Title: Vice President

BMO HARRIS BANK N.A., as a Continuing Lender

By /s/ Ronald J. Carey                

Name: Ronald J. Carey

Title: SVP

CAPITAL ONE, N.A., as a Continuing Lender

By /s/ Gina Monette                 

Name: Gina Monette

Title: Vice President

FIFTH THIRD BANK, as a Continuing Lender

By /s/ Gary Losey                 

Name: Gary S. Losey

Title:VP - Corporate Banking

HSBC BANK USA, NATIONAL ASSOCIATION, as a Continuing Lender

By /s/ Joseph A. Philbin                

Name: Joseph A. Philbin

Title: SVP

PNC BANK, NATIONAL ASSOCIATION, as a Continuing Lender

By /s/ Henry Hissrich                

Name: Henry Hissrich

Title: Vice President

TD BANK, N.A., as a Continuing Lender

By /s/ Craig Welch                

Name: Craig Welch

Title: Senior Vice President

THE BANK OF NEW YORK MELLON, as a Continuing Lender

By /w/ Thomas J. Tarasovich, Jr.            

Name: Thomas J. Tarasovich, Jr

Title: Vice President

COMERICA BANK, as a Continuing Lender

By /s/ Heather Whiting                

Name: Heather Whiting

Title: Vice President

THE NORTHERN TRUST COMPANY, as a Continuing Lender

By /s/ Pritha Majumder                

Name: Pritha Majumder

Title: Officer

UBS LOAN FINANCE LLC, as an Exiting Lender

By /s/ Lana Gifas                    

Name: Lana Gifas

Title: Director

By /s/ Joselin Fernandes                

Name: Joselin Fernandes

Title: Associate Director

Exhibit A

KOHL'S EXHIBIT A

LIST OF REVOLVING CREDIT COMMITMENT AMOUNTS

	Revolving Credit Commitment Amount
Bank of America, N.A.	$110,000,000.00
U.S. Bank National Association	$110,000,000.00
Wells Fargo Bank, National Association	$110,000,000.00
Morgan Stanley Bank, N.A.	$82,000,000.00
Goldman Sachs Bank USA	$70,000,000.00
JPMorgan Chase Bank, N.A.	$70,000,000.00
Union Bank, N.A.	$70,000,000.00
BMO Harris Bank, N.A.	$44,000,000.00
Capital One, N.A.	$44,000,000.00
Fifth Third Bank	$44,000,000.00
HSBC Bank USA, National Association	$44,000,000.00
PNC Bank, National Association	$44,000,000.00
TD Bank, N.A.	$44,000,000.00
The Bank of New York Mellon	$44,000,000.00
Comerica Bank	$40,000,000.00
The Northern Trust Company	$30,000,000.00
TOTAL	$1,000,000,000.00

EX-12.1

Exhibit 12.1

KOHL'S CORPORATION

RATIO OF EARNINGS TO FIXED CHARGES

(Unaudited)

(Dollars in Millions)

	Six Months Ended
	August 3, 2013		July 28, 2012
Earnings
Income before income taxes	$	601	$	616
Fixed charges	255		244
Less: interest capitalized during period	—		(1		)
	$	856	$	859
Fixed Charges
Interest (expensed or capitalized)	$	167	$	166
Portion of rent expense representation of interest	87		77
Amortization of deferred financing fees	1		1
	$	255	$	244
Ratio of earnings to fixed charges	3.4		3.5

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

I, Kevin Mansell, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated:	September 4, 2013	/s/ Kevin Mansell
		Kevin Mansell
		Chairman, President and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

I, Wesley S. McDonald, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated:	September 4, 2013	/s/ Wesley S. McDonald
		Wesley S. McDonald
		Senior Executive Vice President and Chief Financial Officer
		(Principal Financial and Chief Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT

BY CHIEF EXECUTIVE OFFICER

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

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

1. This Quarterly Report on Form 10-Q of the Company for the quarterly period ended August 3, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Dated:	September 4, 2013	/s/ Kevin Mansell
		Kevin Mansell
		Chairman, President and Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF PERIODIC REPORT

BY CHIEF FINANCIAL OFFICER

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

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

1. This Quarterly Report on Form 10-Q of the Company for the quarterly period ended August 3, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Dated:	September 4, 2013	/s/ Wesley S. McDonald
		Wesley S. McDonald
		Senior Executive Vice President and Chief Financial Officer
		(Principal Financial and Chief Accounting Officer)

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Net Income Per Section Net Income Per Section (Tables)

6 Months Ended

Aug. 03, 2013

Net Income Per Section [Abstract]

Basic and diluted net income per share calculation

The following table summarizes our basic and diluted net income per share calculations:

	Three Months Ended				Six Months Ended
	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
	(In Millions)
Numerator—Net income	$	231	$	240	$	378	$	394
Denominator—Weighted average shares:
Basic	220		238		221		240
Impact of dilutive employee stock options	2		1		1		2
Diluted	222		239		222		242
Antidilutive shares	9		13		12		13

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Statement of Other Comprehensive Income [Abstract]
Net income	$ 231	$ 240	$ 378	$ 394
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on investments	0	(2)	4	0
Reclassification adjustment for interest expense on interest rate derivative included in net income	1	1	2	2
Other comprehensive income (loss)	1	(1)	6	2
Comprehensive income	$ 232	$ 239	$ 384	$ 396

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Fair Value Measurements

6 Months Ended

Aug. 03, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

ASC No. 820, “Fair Value Measurements and Disclosures,” requires fair value measurements be classified and disclosed in one of the following pricing categories:

Level 1:	Financial instruments with unadjusted, quoted prices listed on active market exchanges.
Level 2:	Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. The prices for the financial instruments are determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3:	Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.

The following table summarizes our financial instruments:

		August 3, 2013				February 2, 2013				July 28, 2012
	Pricing Category	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
		(In Millions)
Cash and cash equivalents	Level 1	$	592	$	592	$	537	$	537	$	600	$	600
Long-term investments	Level 3	83		58		84		53		142		102
Debt	Level 1	2,492		2,663		2,492		2,702		2,141		2,511

Our long-term investments consist primarily of investments in auction rate securities (“ARS”). The fair value for our ARS were based on third-party pricing models which utilized a discounted cash flow model for each of the securities as there was no recent activity in the secondary markets in these types of securities. This model used a combination of observable inputs which were developed using publicly available market data obtained from independent sources and unobservable inputs that reflect our own estimates of the assumptions that market participants would use in pricing the investments. Observable inputs include interest rate currently being paid, maturity and credit ratings.

Unobservable inputs include expected redemption date and discount rate. We assumed a seven-year redemption period in valuing our ARS. We intend to hold our ARS until maturity or until we can liquidate them at par value. Based on our other sources of income, we do not believe we will be required to sell them before recovery of par value. In some cases, holding the security until recovery may mean until maturity, which ranges from 2037 to 2039. The discount rate was calculated using the closest match available for other insured asset backed securities. Discount rates ranged from 6.57% to 9.47%. The weighted-average discount rate was 7.64%. A market failure scenario was employed as recent successful auctions of these securities were very limited. Assuming a longer redemption period and a higher discount rate would result in a lower fair market value. Similarly, assuming a shorter redemption period and a lower discount rate would result in a higher fair market value.

The following table presents a rollforward of our long-term investments:

	Six Months Ended
	August 3, 2013			July 28, 2012
	(In Millions)
Balance at beginning of year	$	53		$	153
Sales	(1		)	(51		)
Unrealized gains	6			—
Balance at end of period	$	58		$	102

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Net Income Per Section Net Income Per Section (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Net Income Per Section [Abstract]
Net income	$ 231	$ 240	$ 378	$ 394
Basic	220	238	221	240
Impact of dilutive employee stock options	2	1	1	2
Diluted	222	239	222	242
Antidilutive shares	9	13	12	13

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Basis of Presentation (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Jul. 28, 2012
Basis of Presentation (Narrative) [Abstract]
Accrued Liabilities, Current	$ 27

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CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) (USD $)	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Statement of Stockholders' Equity [Abstract]
Dividends declared and paid per share	$ 0.35	$ 0.32	$ 0.70	$ 0.64

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Basis of Presentation

6 Months Ended

Aug. 03, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business and Summary of Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for fiscal year end financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and related footnotes included in our Annual Report on Form 10-K for the fiscal year ended February 2, 2013 (Commission File No. 1-11084) as filed with the Securities and Exchange Commission on March 22, 2013.

Due to the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year. In addition, quarterly results of operations may be impacted by the timing and amount of sales and costs associated with the opening of new stores.

We operate as a single business unit.

To conform to the current year presentations, we have corrected the presentation of $27 million of deferred revenues that were previously recorded as a reduction to merchandise inventory as of July 28, 2012.

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Stock-Based Compensation

6 Months Ended

Aug. 03, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Stock-Based Compensation

The following table summarizes our stock-based compensation expense:

	Three Months Ended				Six Months Ended
	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
	(In Millions)
Stock options	$	6	$	5	$	9	$	10
Restricted shares	12		7		18		14
Total stock-based compensation expense	$	18	$	12	$	27	$	24

The following table summarizes stock-based compensation grants:

	Six Months Ended
	August 3, 2013		July 28, 2012
	(In Thousands)
Stock options granted	489		1,135
Restricted shares, excluding shares earned in lieu of cash dividends, granted	859		799
Total stock-based compensation grants	1,348		1,934
Weighted average fair value at grant date:
Stock options	$	10.37	$	11.64
Restricted shares	$	47.91	$	48.36

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Debt

6 Months Ended

Aug. 03, 2013

Debt [Abstract]

Debt

Debt

Long-term debt consists of the following non-callable and unsecured senior debt:

	August 3, 2013 and February 2, 2013					July 28, 2012
Maturing	Effective Rate		Out- standing			Effective Rate		Out- standing
	(Dollars in Millions)
2017	6.31	%	$	650		6.31	%	$	650
2021	4.81	%	650			4.81	%	650
2023	3.25	%	350			—		—
2029	7.36	%	200			7.36	%	200
2033	6.05	%	300			6.05	%	300
2037	6.89	%	350			6.89	%	350
Total senior debt	5.63	%	2,500			6.01	%	2,150
Unamortized debt discount			(8		)			(9		)
Long-term debt			$	2,492				$	2,141

During the quarter, we amended the $1 billion revolving line of credit that we finalized in June 2011. The amendment extended the remaining term from June 2016 to June 2018 and changed the debt ratio covenant.

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Net sales	$ 4,289	$ 4,205	$ 8,488	$ 8,447
Cost of merchandise sold (exclusive of depreciation shown separately below)	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
Net income per share:
Basic (in dollars per share)	$ 1.05	$ 1.01	$ 1.71	$ 1.64
Diluted (in dollars per share)	$ 1.04	$ 1.00	$ 1.70	$ 1.63
Dividends declared and paid per share	$ 0.35	$ 0.32	$ 0.70	$ 0.64

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Debt (Tables)

6 Months Ended

Aug. 03, 2013

Debt Disclosure [Abstract]

Components of long-term debt

Long-term debt consists of the following non-callable and unsecured senior debt:

	August 3, 2013 and February 2, 2013					July 28, 2012
Maturing	Effective Rate		Out- standing			Effective Rate		Out- standing
	(Dollars in Millions)
2017	6.31	%	$	650		6.31	%	$	650
2021	4.81	%	650			4.81	%	650
2023	3.25	%	350			—		—
2029	7.36	%	200			7.36	%	200
2033	6.05	%	300			6.05	%	300
2037	6.89	%	350			6.89	%	350
Total senior debt	5.63	%	2,500			6.01	%	2,150
Unamortized debt discount			(8		)			(9		)
Long-term debt			$	2,492				$	2,141

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CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) In Millions	Total	Common Stock	Paid-In Capital	Treasury Stock	Accumulated Other Comprehensive Income (Loss)	Retained Earnings [Member]
Beginning Balance at Feb. 02, 2013	$ 6,048	$ 4	$ 2,454	$ (7,243)	$ (45)	$ 10,878
Beginning Balance (in shares) at Feb. 02, 2013		360		(138)
Comprehensive income (loss)	384				6	378
Stock options and awards, (in shares)		2
Stock options and awards	74		74
Net income tax impact from exercise of stock options	(12)		(12)
Dividends paid ($0.70 per common share)	(151)		0	2		(153)
Treasury stock purchases, (in shares)				(6)
Treasury stock purchases	(290)			(290)
Ending Balance at Aug. 03, 2013	$ 6,053	$ 4	$ 2,516	$ (7,531)	$ (39)	$ 11,103
Ending Balance (in shares) at Aug. 03, 2013		362		(144)

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CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Aug. 03, 2013	Feb. 02, 2013	Jul. 28, 2012
Current assets:
Cash and cash equivalents	$ 592	$ 537	$ 600
Merchandise inventories	3,856	3,748	3,521
Deferred income taxes	150	122	109
Other	284	312	260
Total current assets	4,882	4,719	4,490
Property and equipment, net	8,891	8,872	9,010
Long-term investments	58	53	102
Other assets	266	261	254
Total assets	14,097	13,905	13,856
Current liabilities:
Accounts payable	1,396	1,307	1,531
Accrued liabilities	1,065	986	1,001
Income taxes payable	75	137	24
Current portion of capital lease and financing obligations	147	105	94
Total current liabilities	2,683	2,535	2,650
Long-term debt	2,492	2,492	2,141
Capital lease and financing obligations	1,948	1,956	1,997
Deferred income taxes	381	362	411
Other long-term liabilities	540	512	469
Shareholders’ equity:
Common stock	4	4	4
Paid-in capital	2,516	2,454	2,381
Treasury stock, at cost	(7,531)	(7,243)	(6,580)
Accumulated other comprehensive loss	(39)	(45)	(51)
Retained earnings	11,103	10,878	10,434
Total shareholders’ equity	6,053	6,048	6,188
Total liabilities and shareholders’ equity	$ 14,097	$ 13,905	$ 13,856

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Stock-Based Compensation - Summary of Stock Based Compensation Grants (Details) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense	$ 18	$ 12	$ 27	$ 24
Stock options granted			489	1,135
Restricted shares, excluding shares earned in lieu of cash dividends, granted			859	799
Total stock-based compensation grants	1,348	1,934	1,348	1,934
Stock options			$ 10.37	$ 11.64
Restricted shares			$ 47.91	$ 48.36
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense	6	5	9	10
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense	$ 12	$ 7	$ 18	$ 14

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Net Income Per Section

6 Months Ended

Aug. 03, 2013

Net Income Per Section [Abstract]

Earnings Per Share

Net Income Per Share

The following table summarizes our basic and diluted net income per share calculations:

	Three Months Ended				Six Months Ended
	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
	(In Millions)
Numerator—Net income	$	231	$	240	$	378	$	394
Denominator—Weighted average shares:
Basic	220		238		221		240
Impact of dilutive employee stock options	2		1		1		2
Diluted	222		239		222		242
Antidilutive shares	9		13		12		13

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Stock-Based Compensation (Tables)

6 Months Ended

Aug. 03, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of stock option activity

The following table summarizes our stock-based compensation expense:

	Three Months Ended				Six Months Ended
	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
	(In Millions)
Stock options	$	6	$	5	$	9	$	10
Restricted shares	12		7		18		14
Total stock-based compensation expense	$	18	$	12	$	27	$	24

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

The following table summarizes stock-based compensation grants:

	Six Months Ended
	August 3, 2013		July 28, 2012
	(In Thousands)
Stock options granted	489		1,135
Restricted shares, excluding shares earned in lieu of cash dividends, granted	859		799
Total stock-based compensation grants	1,348		1,934
Weighted average fair value at grant date:
Stock options	$	10.37	$	11.64
Restricted shares	$	47.91	$	48.36

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Contingencies

6 Months Ended

Aug. 03, 2013

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Contingencies

We are subject to certain legal proceedings and claims arising out of the conduct of our business. In the opinion of management, the outcome of these proceedings and litigation will not have a material adverse impact on our consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	6 Months Ended
	Aug. 03, 2013	Jul. 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	0	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
Payments of Financing Costs	1	0
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
Supplemental information:
Interest paid, net of capitalized interest	162	160
Income taxes paid	308	347
Non-Cash Investing and Financing Activities
Property and equipment acquired through additional liabilities	$ 100	$ 42

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Debt - Components of Long Term Debt (Details) (USD $) In Millions, unless otherwise specified	Aug. 03, 2013	Feb. 02, 2013	Jul. 28, 2012
Debt Instrument [Line Items]
Unamortized debt discount	$ (8)	$ (8)	$ (9)
Long-term debt	2,492	2,492	2,141
Senior Notes
Debt Instrument [Line Items]
Effective Rate	5.63%	5.63%	6.01%
Total senior debt	2,500	2,500	2,150
Senior Notes | Senior Notes Due 2017
Debt Instrument [Line Items]
Effective Rate	6.31%	6.31%	6.31%
Total senior debt	650	650	650
Senior Notes | Senior Notes Due 2021
Debt Instrument [Line Items]
Effective Rate	4.81%	4.81%	4.81%
Total senior debt	650	650	650
Senior Notes | Senior Notes Due 2023
Debt Instrument [Line Items]
Effective Rate	3.25%	3.25%	0.00%
Total senior debt	350	350	0
Senior Notes | Senior Notes Due 2029
Debt Instrument [Line Items]
Effective Rate	7.36%	7.36%	7.36%
Total senior debt	200	200	200
Senior Notes | Senior Notes Due 2033
Debt Instrument [Line Items]
Effective Rate	6.05%	6.05%	6.05%
Total senior debt	300	300	300
Senior Notes | Senior Notes Due 2037
Debt Instrument [Line Items]
Effective Rate	6.89%	6.89%	6.89%
Total senior debt	$ 350	$ 350	$ 350

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Fair Value Measurements (Tables)

6 Months Ended

Aug. 03, 2013

Fair Value Disclosures [Abstract]

Summary of Financial Instruments

The following table summarizes our financial instruments:

		August 3, 2013				February 2, 2013				July 28, 2012
	Pricing Category	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
		(In Millions)
Cash and cash equivalents	Level 1	$	592	$	592	$	537	$	537	$	600	$	600
Long-term investments	Level 3	83		58		84		53		142		102
Debt	Level 1	2,492		2,663		2,492		2,702		2,141		2,511

Long-Term Investments

The following table presents a rollforward of our long-term investments:

	Six Months Ended
	August 3, 2013			July 28, 2012
	(In Millions)
Balance at beginning of year	$	53		$	153
Sales	(1		)	(51		)
Unrealized gains	6			—
Balance at end of period	$	58		$	102

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Fair Value Measurements - Long-Term Investments (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of year	$ 53	$ 153
Sales	(1)	(51)
Unrealized gains	6	0
Balance at end of quarter	$ 58	$ 102

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Debt Debt (Narrative) (Details) (USD $) In Billions, unless otherwise specified	Aug. 03, 2013
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 1

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Document and Entity Information	6 Months Ended
	Aug. 03, 2013	Aug. 31, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	KOHLS CORP
Entity Central Index Key	0000885639
Current Fiscal Year End Date	--02-01
Entity Filer Category	Large Accelerated Filer
Trading Symbol	KSS
Document Type	10-Q
Document Period End Date	Aug. 03, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		217,185,846

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Fair Value Measurements (Narrative) (Details) (USD $) In Millions, unless otherwise specified								6 Months Ended
	Aug. 03, 2013	Feb. 02, 2013	Jul. 28, 2012	Jan. 28, 2012	Aug. 03, 2013 Fair Value, Inputs, Level 1	Feb. 02, 2013 Fair Value, Inputs, Level 1	Jul. 28, 2012 Fair Value, Inputs, Level 1	Aug. 03, 2013 Fair Value, Inputs, Level 3	Aug. 03, 2013 Fair Value, Inputs, Level 3 Minimum	Aug. 03, 2013 Fair Value, Inputs, Level 3 Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, at Carrying Value	$ 592	$ 537	$ 600	$ 1,205
Long-term investments, par value	83	84	142
Long Term Investments Fair Value	58	53	102
Long-term Debt, Excluding Current Maturities	2,492	2,492	2,141
Long term debt, fair value					$ 2,663	$ 2,702	$ 2,511
Fair value inputs redemption period								7 years
Investment maturity date range start								2037
Investment maturity date range end								2039
Discount rate									6.57%	9.47%
Weighted Average Discount Rate, Percent								7.64%