8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  November 14, 2013

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

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

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

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

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

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

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

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

Item 2.02.  Results of Operations and Financial Condition.

On November 14, 2013, Kohl's Corporation issued a press release reporting its earnings for the third quarter ended November 2, 2013 and giving earnings guidance for the fourth quarter.  A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

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

Item 7.01.  Regulation FD Disclosure.

See Item 2.02.

Item 8.01.  Other Events.

On November 13, 2013 the Kohl's Board of Directors declared a quarterly dividend of $0.35 per common share.  The dividend will be paid on December 24, 2013 to all shareholders of record at the close of business on December 11, 2013.

Cautionary Statement Regarding Forward-Looking Information

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

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

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release dated November 14, 2013

SIGNATURES

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

Dated:  November 14, 2013 KOHL'S CORPORATION

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

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 14, 2013

EX-99.1

Kohl's Corporation Reports Third Quarter Financial Results

MENOMONEE FALLS, Wis.--(BUSINESS WIRE)--November 14, 2013-- Kohl’s Corporation (NYSE:KSS). Kohl’s Corporation today reported results for the quarter and year-to-date period ended November 2, 2013.

	Quarter							Year to Date
($ in millions)	2013			2012			Change	2013			2012			Change
Sales	$	4,444		$	4,490		(1.0)%	$	12,932		$	12,937		—%
Comparable store sales	(1.6		)%	1.1		%	-	(0.9		)%	(0.5		)%	-
Net income	$	177		$	215		(18)%	$	555		$	609		(9)%
Diluted earnings per share	$	0.81		$	0.91		(11)%	$	2.51		$	2.54		(1)%

Kevin Mansell, Kohl's chairman, president and chief executive officer, said, “As we enter the Holiday season, we believe we are well-positioned from a merchandise content and inventory perspective to gain market share.  We have increased our marketing spending and improved its impact and reach in order to drive higher traffic to our stores and on-line.  Our customer will find the perfect gift for everyone on her shopping list at Kohl's and will be excited by the value she receives in both our only-at-Kohl's and national brands."  

Dividend

On November 13, 2013, Kohl's Board of Directors declared a quarterly cash dividend on the Company's common stock of $0.35 per share. The dividend is payable December 24, 2013 to shareholders of record at the close of business on December 11, 2013.

Store Update

Kohl’s ended the quarter with 1,158 stores in 49 states, compared with 1,146 stores at the same time last year. The Company opened three new stores during the third quarter and nine new stores during the first quarter of 2013. Additionally, the Company remodeled 30 stores in 2013.

Earnings Guidance

The Company provided initial guidance for the fiscal quarter ending February 1, 2014 of $1.59 to $1.74 per diluted share. The guidance is based on total sales declines of 2 to 4 percent and comparable store sales declines of 0 to 2 percent. The Company also updated its annual earnings per share guidance from $4.15 - $4.35 to $4.08 to $4.23. The Company also announced that it will provide only annual guidance beginning in Fiscal 2014.

Third Quarter 2013 Earnings Conference Call

Kohl's will host its quarterly earnings conference call at 8:30 am ET on November 14, 2013. The phone number for the conference call is (706) 902-0486. Replays of the call will be available for 30 days by dialing (855) 859-2056 or (404) 537-3406.  The conference ID for both the live call and the replay is 24984194. The conference call and replays are also accessible via the Company's web site at http://www.kohlscorporation.com/InvestorRelations/event-calendar.htm.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including guidance on the Company's targeted sales and earnings. Kohl's intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Such statements are

subject to certain risks and uncertainties, which could cause Kohl's actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A in Kohl's Annual Report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in Kohl's filings with the SEC.

About Kohl's

Based in Menomonee Falls, Wis., Kohl’s (NYSE: KSS) is a family-focused, value-oriented specialty department store offering moderately priced, exclusive and national brand apparel, shoes, accessories, beauty and home products in an exciting shopping environment. With a commitment to environmental leadership, Kohl’s operates 1,158 stores in 49 states. In support of the communities it serves, Kohl’s has raised more than $231 million for children’s initiatives nationwide through its Kohl’s Cares® cause merchandise program, which operates under Kohl's Cares, LLC, a wholly-owned subsidiary of Kohl's Department Stores, Inc. For a list of store locations and information, or for the added convenience of shopping online, visit www.Kohls.com, join the discussion on Facebook (http://www.facebook.com/kohls) or Twitter (http://twitter.com/Kohls) or get inspired on Pinterest (http://pinterest.com/kohls/) and Instagram (http://instagram.com/kohls).

Contacts

Investor Relations:

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

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

Media:

Kristen Cunningham, Manager - Public Relations, (262) 703-7863

KOHL'S CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In Millions, except per share data)
(Unaudited)
	Three Months Ended						Nine Months Ended
	November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
Net sales	$	4,444		$	4,490		$	12,932		$	12,937
Cost of merchandise sold	2,778			2,778			8,063			8,059
Gross margin	1,666			1,712			4,869			4,878
Operating expenses:
Selling, general, and administrative	1,073			1,077			3,071			3,055
Depreciation and amortization	228			210			665			620
Operating income	365			425			1,133			1,203
Interest expense, net	84			80			251			243
Income before income taxes	281			345			882			960
Provision for income taxes	104			130			327			351
Net income	$	177		$	215		$	555		$	609
Basic net income per share	$	0.82		$	0.92		$	2.53		$	2.56
Average number of shares	216			233			219			238
Diluted net income per share	$	0.81		$	0.91		$	2.51		$	2.54
Average number of shares	218			235			221			240
As a percent of net sales:
Gross margin	37.5		%	38.1		%	37.7		%	37.7		%
Selling, general and
administrative expenses	24.1		%	24.0		%	23.7		%	23.6		%
Operating income	8.2		%	9.5		%	8.8		%	9.3		%
Net income	4.0		%	4.8		%	4.3		%	4.7		%

KOHL'S CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Millions)
(Unaudited)
	November 2, 2013		October 27, 2012
Assets
Current assets:
Cash and cash equivalents	$	598	$	550
Merchandise inventories	4,959		4,851
Deferred income taxes	147		124
Other	283		281
Total current assets	5,987		5,806
Property and equipment, net	8,925		9,009
Long-term investments	57		90
Other assets	276		256
Total assets	$	15,245	$	15,161
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	2,261	$	2,429
Accrued liabilities	1,198		1,127
Income taxes payable	41		48
Current portion of capital lease
and financing obligations	141		100
Total current liabilities	3,641		3,704
Long-term debt	2,792		2,492
Capital lease and financing obligations	1,950		1,986
Deferred income taxes	390		395
Other long-term liabilities	548		478
Shareholders' equity	5,924		6,106
Total liabilities and shareholders' equity	$	15,245	$	15,161

KOHL'S CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)
	Nine Months Ended
	November 2, 2013			October 27, 2012
Operating activities
Net income	$	555		$	609
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization	665			620
Share-based compensation	41			37
Excess tax benefits from share-based compensation	(3		)	(3		)
Deferred income taxes	(1		)	(46		)
Other non-cash revenues and expenses	30			26
Changes in operating assets and liabilities:
Merchandise inventories	(1,204		)	(1,628		)
Other current and long-term assets	11			30
Accounts payable	954			1,196
Accrued and other long-term liabilities	79			(47		)
Income taxes	(113		)	(91		)
Net cash provided by operating activities	1,014			703
Investing activities
Acquisition of property and equipment	(465		)	(641		)
Sales of investments in auction rate securities	1			68
Other	13			5
Net cash used in investing activities	(451		)	(568		)
Financing activities
Treasury stock purchases	(562		)	(883		)
Dividends paid	(229		)	(227		)
Proceeds from issuance of debt	300			350
Proceeds from financing obligations	—			7
Capital lease and financing obligation payments	(87		)	(87		)
Proceeds from stock option exercises	77			50
Excess tax benefits from share-based compensation	3			3
Deferred financing costs	(4		)	(3		)
Net cash used in financing activities	(502		)	(790		)
Net increase (decrease) in cash and cash equivalents	61			(655		)
Cash and cash equivalents at beginning of period	537			1,205
Cash and cash equivalents at end of period	$	598		$	550