8-K

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, 2002

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	1-11084	39-1630919
(State or other jurisdiction	(Commission file number)	(IRS Employer
of incorporation)		Identification No.)

N56 W17000 Ridgewood Drive

Menomonee Falls, WI 53051

(Address of principal executive offices)

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

Item 5.  Other Events.

On November 14, 2002, Kohl’s Corporation (the “Company”) issued a press release reporting the Company’s earnings for the third quarter and the nine months ended November 2, 2002.  The November 14, 2002 press release is attached hereto as an exhibit and is incorporated herein by reference.

Item 7.  Exhibits.

Exhibit No.

Description

99.1

Press Release dated November 14, 2002.

SIGNATURE

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.

KOHL’S CORPORATION

Date:  November 18, 2002

/s/ Richard D. Schepp                                  

Richard D. Schepp

Executive Vice President,

General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated November 14, 2002.

EX-99.1

Exhibit 99.1

KOHL'S CORPORATION REPORTS THIRD QUARTER EARNINGS UP 33.1% AND EPS OF $0.39

Menomonee Falls, WI...November 14, 2002. Kohl's Corporation today reported record earnings for the third quarter and nine months ended November 2, 2002.

Third Quarter Results

Net income for the third quarter ended November 2, 2002, increased 33.1% to $133.4 million, or $0.39 per diluted share compared to $100.2 million or $0.29 per diluted share for the quarter ended November 3, 2001. Net sales increased 21.8% to $2.1 billion from $1.8 billion for the quarter. Comparable store sales increased 5.9%.

For the nine months ended November 2, 2002, net income increased 39.2% to $364.4 million or $1.06 per diluted share, compared to $261.9 million or $0.77 per diluted share for the nine months ended November 3, 2001. Net sales increased 24.6% to $5.9 billion from $4.8 billion a year ago. Comparable store sales increased 8.1%.

Larry Montgomery, CEO, stated that, "We are very pleased with our results for the third quarter and first nine months of the year. Our net income for the third quarter increased 33.1% on top of a 30.6% increase last year. This earnings increase marks our eleventh consecutive quarter of earnings growth in excess of 30%. For the first nine months of the year, net income increased 39.2% on top of an increase of 35.2% last year. We continue to increase market share in all regions, improve gross margin performance and reduce our SG & A expense rate. We appreciate the hard work and dedication of our 80,000 Kohl's Associates and the continued support of our customers."

Expansion Update

The Company successfully opened 37 new stores during the quarter: 33 prototype stores and 4 small market test stores. The new prototype stores opened included entry into the Providence, RI market with four stores. In addition the Company added three stores in the Milwaukee, WI market; six stores in Ohio; four stores in New Jersey; two stores in the Boston, MA market; two stores in the Columbia, SC market; two stores in Minnesota; and one additional store each in New York, Virginia, Delaware, North Carolina, Iowa, Illinois, Indiana, Michigan, Connecticut and Texas. The four small market test stores were opened in Wisconsin, Iowa, Michigan and North Carolina.

In 2003, the Company plans to open approximately 80 new stores. The Company anticipates opening 35 stores in the first quarter including the Company's entry into Southern California with 28 stores. In addition, the Company will open three stores in the San Antonio, TX market; and stores in Kalamazoo, MI; Springfield, MA; Hookset, NH; and Doylestown, PA. In the fall season, Kohl's plans to open approximately 45 new stores including entries into the Phoenix, AZ and Las Vegas, NV markets. The Company has completed construction of a distribution center in San Bernardino, CA, which is scheduled to open by the end of the year and will support the Company's growth in the southwest region.

The Company now operates 457 stores compared to 382 stores at the same time last year.

Third Quarter Earnings Conference Call

Investors will have the opportunity to listen to the third quarter earnings conference call today at 5:00 p.m. (EDT) by dialing (847) 619-6368 ten minutes prior to the start of the call.

In addition, the call will be Webcast live over the Internet through the company's Website located at http://www.kohls.com (see "Home Page") or through Broadcast Network's Vcall Website located at http://www.vcall.com. To listen to the live call, please go to either Website at least fifteen minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call, simply dial 630-652-3000. Passcode: 6373901.

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 on Exhibit 99.1 to 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.

Investor Relations Contact: Patti Johnson, Chief Financial Officer - Finance, (262) 703-1893

Media Contact:         Susan Henderson, Vice President - Public Relations, (262) 703-1302

###

KOHL'S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
	3 Months		3 Months		9 Months		9 Months
	Ended	% to	Ended	% to	Ended	% to	Ended	% to
	Nov 2,	Net	Nov 3,	Net	Nov 2,	Net	Nov 3,	Net
	2002	Sales	2001	Sales	2002	Sales	2001	Sales
	(In millions, except per share data)
Net sales	$2,143.4		$1,760.3		$5,935.8		$4,764.4
Cost of merchandise sold	1,396.5	65.2%	1,149.9	65.3%	3,840.6	64.7%	3,092.8	64.9%
Gross margin (FIFO)	746.9	34.8%	610.4	34.7%	2,095.2	35.3%	1,671.6	35.1%
LIFO Charge	( 2.6)	-0.1%	( 2.1)	-0.1%	( 7.1)	-0.1%	( 5.7)	-0.1%
Gross margin (LIFO)	744.3	34.7%	608.3	34.6%	2,088.1	35.2%	1,665.9	35.0%
Operating expenses:
Selling, general, and    administrative	455.2	21.2%	381.0	21.6%	1,290.7	21.7%	1,063.1	22.3%
Depreciation and amortization	49.1	2.3%	40.3	2.3%	140.5	2.4%	115.5	2.4%
Preopening expenses	11.7	0.5%	11.2	0.7%	31.6	0.6%	26.6	0.6%
Operating income	228.3	10.7%	175.8	10.0%	625.3	10.5%	460.7	9.7%
Interest expense, net	13.8	0.7%	13.6	0.8%	39.4	0.7%	37.0	0.8%
Income before income taxes	214.5	10.0%	162.2	9.2%	585.9	9.8%	423.7	8.9%
Provision for income taxes	81.1	3.8%	62.0	3.5%	221.5	3.7%	161.8	3.4%
Net income	$133.4 ====	6.2%	$100.2 ====	5.7%	$364.4 ====	6.1%	$261.9 ====	5.5%
Basic net income per share	$0.40		$0.30		$1.08		$0.78
Diluted net income per share	$0.39		$0.29		$1.06		$0.77

Kohl's Corporation
Condensed Consolidated Balance Sheets
(Unaudited)
(Subject to Reclassification)

	November 2, 2002	November 3, 2001
	(In thousands)
Assets Current assets:    Cash and cash equivalents    Accounts receivable, net    Merchandise inventories    Deferred income taxes    Other current assets      Total current assets Property and equipment, net Other assets Favorable lease rights, net Goodwill, net      Total assets Liabilities and Shareholders' Equity Current liabilities:    Accounts payable    Accrued liabilities    Income taxes payable    Short-term debt    Current portion of long-term debt      Total current liabilities Long-term debt Deferred income taxes Other long-term liabilities Shareholders' equity    Total liabilities and      shareholders' equity	$92,501 975,512 2,078,371 46,513 48,868 3,241,765 2,568,519 94,397 178,990 9,338 $6,093,009 ======== $ 865,428 267,819 46,533 225,000 11,116 1,415,896 1,236,940 151,674 61,523 3,226,976 $6,093,009 ========	$8,306 804,966 1,701,856 43,439 44,860 2,603,427 2,027,466 78,103 172,953 10,638 $4,892,587 ======== $ 678,257 201,580 47,153 165,000 16,358 1,108,348 1,093,507 104,662 43,469 2,542,601 $4,892,587 ========