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):  January 4, 2017

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter

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 7.01.  Regulation FD Disclosure.

On January 4, 2017, Kohl's Corporation issued a press release providing November/December combined comparable sales results and updated fiscal 2016 diluted earnings per share guidance. 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.

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.

Exhibit No.	Description
99.1	Press Release dated January 4, 2017

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:  January 4, 2017 KOHL'S CORPORATION

By:	/s/ Jason J. Kelroy
	Jason J. Kelroy
	Executive Vice President,
	General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 4, 2017

EX-99.1

Kohl's Corporation Reports November/December

Sales and Updates 2016 Guidance

MENOMONEE FALLS, Wis.--(BUSINESS WIRE)-January 4, 2017 -- Kohl’s Corporation (NYSE:KSS) today reported that its comparable sales decreased 2.1 percent in the fiscal months of November and December 2016 combined, compared with the prior year period. Total sales for the combined fiscal November and December period decreased 2.7 percent.

“Sales were volatile throughout the holiday season. Strong sales on Black Friday and during the week before Christmas were offset by softness in early November and December,” said Kevin Mansell, Kohl's chairman, chief executive officer and president. 

From a line of business perspective, Men’s, Home and Footwear were the strongest categories while Accessories was the most challenging. On a regional basis, the Southeast, Mid-Atlantic and Northeast were the best performing regions.

Fourth Quarter Earnings Release and Conference Call

On February 23, 2017, the Company will release its fourth quarter and fiscal 2016 results at 7:00 am ET and host its quarterly earnings conference call at 8:30 am ET.

Earnings Guidance

The Company now expects its fiscal 2016 diluted earnings per share to be $2.92 to $2.97 versus its previous guidance of $3.12 to $3.32 per diluted share. Excluding impairments, store closing and other costs, fiscal 2016 diluted earnings per share is expected to be $3.60 to $3.65, down from the Company’s previously stated guidance of $3.80 to $4.00 per diluted share.

The change in guidance is primarily a result of lower than planned sales for the quarter. Gross margin is projected to be lower than plan due to the mix and timing of the sales and the competitive promotional environment. SG&A expenses are projected to be as planned. Inventories per store at the end of the fourth quarter are projected to decrease from prior year levels in the mid-to-high single digit range.

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. 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

Kohl’s (NYSE: KSS) is a leading specialty department store with more than 1,100 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.comand via mobile devices. Committed to its communities, Kohl’s has raised nearly $300 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, Chief Financial Officer, (262) 703-1893

Media:

Jen Johnson, VP Corporate Communications, (262) 703-5241