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):  February 27, 2014

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 February 27, 2014, Kohl's Corporation issued a press release reporting its earnings for the fourth quarter ended February 1, 2014 and giving earnings guidance for fiscal 2014.  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 February 26, 2014 the Kohl's Board of Directors declared a quarterly dividend of $0.39 per common share.  The dividend will be paid on March 26, 2014 to all shareholders of record at the close of business on March 12, 2014.

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 February 27, 2014

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:  February 27, 2014 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 February 27, 2014

EX-99.1

Kohl's Corporation Reports Fourth Quarter Financial Results

MENOMONEE FALLS, Wis.--(BUSINESS WIRE)--February 27, 2014-- Kohl’s Corporation (NYSE:KSS). Kohl’s Corporation today reported results for the quarter and fiscal year ended February 1, 2014.

	Quarter								Year
($ in millions, except per share amounts)	2013			2012			Change		2013			2012			Change
Increase (decrease) in
comparable sales (1)	(2.0		)%	1.9		%	-		(1.2		)%	0.3		%	-
Total sales(2)	$	6,099		$	6,342		(3.8	)%	$	19,031		$	19,279		(1.3	)%
Net income	$	334		$	378		(12)%		$	889		$	986		(10)%
Diluted earnings per share	$	1.56		$	1.66		(6)%		$	4.05		$	4.17		(3)%

⁽¹⁾ Compares the periods ended February 1, 2014 to the periods ended January 26, 2013

⁽²⁾ Compares the periods ended February 1, 2014 to the periods ended February 2, 2013

Kevin Mansell, Kohl’s chairman, president and chief executive officer, said, "We were pleased with our sales during the November and December holiday season as the customer responded favorably to our merchandise and values.  Despite increased shipping costs related to our E-Commerce business, we were able to achieve our gross margin guidance for the quarter.  We believe our inventory levels and assortment are well-positioned as we transition into the spring season."

Impact of 53rd Week in Fiscal 2012

The retail calendar for fiscal January 2013 included a fifth week, resulting in a 14-week fiscal fourth quarter and a 53-week year. During this 53^rd week, total sales were $169 million; selling, general and administrative expenses were $30 million; interest was $2 million; net income was $15 million and diluted earnings per share was $0.06.

Dividend

On February 26, 2014 Kohl's Board of Directors declared a quarterly cash dividend on the Company's common stock of $0.39 per share, an increase of 11 percent over its previous dividend. The dividend is payable March 26, 2014 to shareholders of record at the close of business on March 12, 2014.

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. During 2013, the Company opened 12 new stores and completed 30 remodels.

Earnings Guidance

The Company issued its initial guidance for fiscal 2014. Based on assumptions of total sales increases of 0.5 percent to 2.5 percent and comparable sales increases of 0 to 2 percent, the Company expects earnings per diluted share of $4.05 to $4.45 for the year.

Fourth Quarter 2013 Earnings Conference Call

Kohl’s will host its quarterly earnings conference call at 8:30 am ET on February 27, 2014. The phone number for the conference call is (706) 902-0486 and the conference ID is 24984977. Replays of the call will be available for 30 days by dialing (855) 859-2056 or (404) 537-3406. 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 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).

Investor Relations:

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

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

Media:

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

KOHL'S CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In Millions, except per share data)
(Unaudited)
	Three Months						Twelve Months
	Feb 1, 2014			Feb 2, 2013			Feb 1, 2014			Feb 2, 2013
	(13 Weeks)			(14 Weeks)			(52 Weeks)			(53 Weeks)
Net sales	$	6,099		$	6,342		$	19,031		$	19,279
Cost of merchandise sold	4,024			4,230			12,087			12,289
Gross margin	2,075			2,112			6,944			6,990
Operating expenses:
Selling, general, and administrative	1,242			1,212			4,313			4,267
Depreciation and amortization	224			214			889			833
Operating income	609			686			1,742			1,890
Interest expense, net	87			85			338			329
Income before income taxes	522			601			1,404			1,561
Provision for income taxes	188			223			515			575
Net income	$	334		$	378		$	889		$	986
Basic net income per share	$	1.57		$	1.66		$	4.08		$	4.19
Average number of shares	213			227			218			235
Diluted net income per share	$	1.56		$	1.66		$	4.05		$	4.17
Average number of shares	215			228			220			237
As a percent of net sales:
Gross margin	34.0		%	33.3		%	36.5		%	36.3		%
Selling, general and
administrative expenses	20.4		%	19.1		%	22.7		%	22.1		%
Operating income	10.0		%	10.8		%	9.2		%	9.8		%
Net income	5.5		%	6.0		%	4.7		%	5.1		%

KOHL'S CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Millions)
(Unaudited)
	Feb 1, 2014		Feb 2, 2013
Assets
Current assets:
Cash and cash equivalents	$	971	$	537
Merchandise inventories	3,874		3,748
Deferred income taxes	142		122
Other	305		312
Total current assets	5,292		4,719
Property and equipment, net	8,745		8,872
Long-term investments	64		53
Other assets	277		261
Total assets	$	14,378	$	13,905
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	1,365	$	1,307
Accrued liabilities	1,138		986
Income taxes payable	94		137
Current portion of capital lease
and financing obligations	139		105
Total current liabilities	2,736		2,535
Long-term debt	2,792		2,492
Capital lease and financing obligations	1,930		1,956
Deferred income taxes	382		362
Other long-term liabilities	560		512
Shareholders' equity	5,978		6,048
Total liabilities and shareholders' equity	$	14,378	$	13,905

KOHL'S CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)
	Feb 1, 2014			Feb 2, 2013
	(52 Weeks)			(53 Weeks)
Operating activities
Net income	$	889		$	986
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization	889			833
Share-based compensation	55			50
Excess tax benefits from share-based compensation	(3		)	(4		)
Deferred income taxes	(7		)	(79		)
Other non-cash revenues and expenses	43			29
Changes in operating assets and liabilities:
Merchandise inventories	(116		)	(523		)
Other current and long-term assets	(11		)	(37		)
Accounts payable	58			74
Accrued and other long-term liabilities	149			(60		)
Income taxes	(62		)	(4		)
Net cash provided by operating activities	1,884			1,265
Investing activities
Acquisition of property and equipment	(643		)	(785		)
Sales of investments in auction rate securities	1			109
Other	19			16
Net cash used in investing activities	(623		)	(660		)
Financing activities
Treasury stock purchases	(799		)	(1,284		)
Shares withheld for restricted shares	(13		)	(9		)
Dividends paid	(302		)	(300		)
Proceeds from issuance of debt	300			350
Deferred financing costs	(4		)	(3		)
Proceeds from financing obligations	1			12
Capital lease and financing obligation payments	(115		)	(111		)
Proceeds from stock option exercises	102			68
Excess tax benefits from share-based compensation	3			4
Net cash used in financing activities	(827		)	(1,273		)
Net increase (decrease) in cash and cash equivalents	434			(668		)
Cash and cash equivalents at beginning of period	537			1,205
Cash and cash equivalents at end of period	$	971		$	537