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):  May 14, 2015

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 May 14, 2015, Kohl's Corporation issued a press release reporting its earnings for the first quarter ended May 2, 2015.  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 May 13, 2015 the Kohl's Board of Directors declared a quarterly dividend of $0.45 per common share.  The dividend will be paid on June 24, 2015 to all shareholders of record at the close of business on June 10, 2015.

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. 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 May 14, 2015

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:  May 14, 2015 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 May 14, 2015

EX-99.1

Kohl's Corporation Reports First Quarter Financial Results

MENOMONEE FALLS, Wis.--(BUSINESS WIRE)--May 14, 2015-- Kohl’s Corporation (NYSE:KSS). Kohl’s Corporation today reported results for the quarter ended May 2, 2015.

	Quarter
($ in millions)	2015			2014			Change
Sales	$	4,123		$	4,070		1.3%
Comparable store sales	1.4		%	(3.4		)%	-
Gross margin	36.9		%	36.8		%	17 bp
Net income	$	127		$	125		2%
Diluted earnings per share	$	0.63		$	0.60		5%

Kevin Mansell, Kohl's chairman, chief executive officer and president, said, "Sales were modestly below our original expectations for the quarter, but accelerated in the March/April combined period after a weak February. We are very pleased with our earnings results, with a more balanced promotional calendar driving merchandise margin combined with strong expense control."

Dividend

On May 13, 2015, Kohl's Board of Directors declared a quarterly cash dividend on the Company's common stock of $0.45 per share. The dividend is payable June 24, 2015 to shareholders of record at the close of business on June 10, 2015.

Store Update

Kohl’s opened two new stores during the quarter. The Company now operates 1,164 stores in 49 states, compared with 1,160 stores at the same time last year.

First Quarter 2015 Earnings Conference Call

Kohl's will host its quarterly earnings conference call at 8:30 am ET on May 14, 2015. The phone number for the conference call is (800) 230-1074. Replays of the call will be available for 30 days by dialing (800) 475-6701.  The conference ID for both the live call and the replay is 346894. The conference call and replays are also accessible via the Company's web site at http://www.kohlscorporation.com/InvestorRelations/event-calendar.htm.

About Kohl's

Kohl’s (NYSE: KSS) is a leading specialty department store with 1,164 stores in 49 states. With a commitment to inspiring and empowering families to lead fulfilled lives, the company offers amazing national and exclusive brands, incredible savings and inspiring shopping experiences in-store, online at Kohls.com and via mobile devices. Committed to its communities, Kohl’s has raised more than $274 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 additional information about Kohl’s philanthropic and environmental initiatives, visit www.Kohls.com/Cares. For a list of store locations and information, or for the added convenience of shopping online, visit www.Kohls.com.

Connect with Kohl’s: 

Facebook (http://www.facebook.com/Kohls)

Twitter (http://twitter.com/Kohls)

Google+ (http://plus.google.com/+Kohls)

Pinterest (http://pinterest.com/Kohls)

Instagram (http://instagram.com/Kohls)

YouTube (http://www.youtube.com/Kohls)

Contacts

Investor Relations:

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

Media:

Bevin Bailis, SVP, PR and Communications, (262) 703-1464

KOHL'S CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In Millions, except per share data)
(Unaudited)
	Three Months Ended
	May 2, 2015			May 3, 2014
Net sales	$	4,123		$	4,070
Cost of merchandise sold	2,600			2,574
Gross margin	1,523			1,496
Operating expenses:
Selling, general, and administrative	1,016			1,000
Depreciation and amortization	227			216
Operating income	280			280
Interest expense, net	84			85
Income before income taxes	196			195
Provision for income taxes	69			70
Net income	$	127		$	125
Basic net income per share	$	0.64		$	0.60
Average number of shares	200			206
Diluted net income per share	$	0.63		$	0.60
Average number of shares	202			208
As a percent of net sales:
Gross margin	36.9		%	36.8		%
Selling, general and
administrative expenses	24.6		%	24.6		%
Operating income	6.8		%	6.9		%
Net income	3.1		%	3.1		%

KOHL'S CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Millions)
(Unaudited)
	May 2, 2015		May 3, 2014
Assets
Current assets:
Cash and cash equivalents	$	1,195	$	717
Merchandise inventories	4,165		3,981
Deferred income taxes	129		137
Other	340		304
Total current assets	5,829		5,139
Property and equipment, net	8,518		8,677
Other assets	216		298
Total assets	$	14,563	$	14,114
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	1,645	$	1,382
Accrued liabilities	1,140		1,078
Income taxes payable	87		73
Current portion of capital lease
and financing obligations	113		112
Total current liabilities	2,985		2,645
Long-term debt	2,793		2,792
Capital lease and financing obligations	1,840		1,919
Deferred income taxes	358		339
Other long-term liabilities	570		562
Shareholders' equity	6,017		5,857
Total liabilities and shareholders' equity	$	14,563	$	14,114

KOHL'S CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)
	Three Months Ended
	May 2, 2015			May 3, 2014
Operating activities
Net income	$	127		$	125
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization	227			216
Share-based compensation	14			11
Excess tax benefits from share-based compensation	(9		)	(2		)
Deferred income taxes	(23		)	5
Other non-cash revenues and expenses	10			5
Changes in operating assets and liabilities:
Merchandise inventories	(349		)	(105		)
Other current and long-term assets	28			15
Accounts payable	134			17
Accrued and other long-term liabilities	(69		)	(44		)
Income taxes	12			(64		)
Net cash provided by operating activities	102			179
Investing activities
Acquisition of property and equipment	(176		)	(176		)
Other	1			4
Net cash used in investing activities	(175		)	(172		)
Financing activities
Treasury stock purchases	(147		)	(167		)
Shares withheld for taxes on vested restricted shares	(18		)	(14		)
Dividends paid	(90		)	(80		)
Proceeds from financing obligations	—			3
Capital lease and financing obligation payments	(27		)	(29		)
Proceeds from stock option exercises	134			24
Excess tax benefits from share-based compensation	9			2
Net cash used in financing activities	(139		)	(261		)
Net decrease in cash and cash equivalents	(212		)	(254		)
Cash and cash equivalents at beginning of period	1,407			971
Cash and cash equivalents at end of period	$	1,195		$	717