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 10, 2012

     KOHLS CORPORATION     

(Exact name of registrant as specified in its charter)

Commission File Number:  001-11084

Wisconsin         (State or other jurisdiction of incorporation)	39-1630919
	(IRS Employer Identification No.)

N56 W17000 Ridgewood Drive
  Menomonee Falls, Wisconsin 53051  

(Address of principal executive offices)

 (262) 703-7000

Registrant’s telephone number, including area code:

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:

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

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

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

¨ 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 10, 2012, Kohl’s Corporation issued a press release reporting its earnings for the first quarter ended April 28, 2012, giving earnings guidance for the second quarter and reaffirming its guidance for the fiscal year.  A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

The information furnished pursuant to this Item 2.02 and Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, 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, such information, including Exhibit 99.1, 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 9, 2012 the Kohl’s Board of Directors declared a quarterly dividend of $0.32 per common share.  The dividend will be paid on June 27, 2012 to all shareholders of record at the close of business on June 6, 2012.

Cautionary Statement Regarding Forward-Looking Information

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the future dividends and share repurchases.  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. Risk Factors of Kohl’s annual report on Form 10-K for the fiscal year ended January 30, 2010, which is expressly incorporated herein by reference, and other factors as may periodically be described in Kohl's filings with the SEC.

Item 9.01.  Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description
99.1	Press Release dated May 10, 2012

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 10, 2012

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 10, 2012

EX-99.1

Exhibit 99.1

KOHL'S CORPORATION REPORTS

FIRST QUARTER FINANCIAL RESULTS

MENOMONEE FALLS, WI … May 10/BUSINESS WIRE/Kohl’s Corporation (NYSE:KSS). Kohl’s Corporation today reported results for the quarter ended April 28, 2012.

First Quarter Results

Kohl’s Corporation reported first quarter net income of $154 million ($0.63 per diluted share) compared to $201 million ($0.69 per diluted share) a year ago.  Net sales were $4.2 billion, an increase of 1.9 percent for the quarter.  Comparable store sales for the quarter increased 0.2 percent.

Kevin Mansell, Kohl’s chairman, president and chief executive officer, said, “Our first quarter results reflect the implementation of our strategy to initiate lower pricing in order to provide greater value to our customers.  This planned action led to significantly lower gross margins for the quarter.  Strong management of expenses allowed us to achieve our earnings goal for the quarter.  We have accelerated new receipts into second quarter to ensure we are well-positioned from an inventory perspective for the Back-to-School season.  The combination of these two actions should allow us to greatly improve our sales for the fall season.”

Quarterly Dividend Declared

On May 9, 2012, Kohl's Board of Directors declared a quarterly dividend on the Company's common stock of $0.32 per share.  The dividend is payable June 27, 2012 to shareholders of record at the close of business on June 6, 2012.  

Store Update

The Company ended the quarter with 1,134 stores in 49 states, compared with 1,097 stores at the same time last year.  The Company opened nine new stores, including one relocated store, and closed one store during the quarter and plans to open approximately 10 more stores in the fall season.  The Company plans to remodel approximately 50 stores in 2012.

Earnings Guidance – Second Quarter

The Company provided initial guidance for the fiscal quarter ending July 28, 2012 of $0.96 to $1.02 per diluted share.  The guidance is based on total sales growth of 2 to 3 percent and comparable store sales growth of flat to 1 percent and includes expected second quarter share repurchases of $250 million.  The Company maintains its previously announced fiscal 2012 guidance of $4.75 per diluted share.

First Quarter 2012 Earnings Conference Call

Kohl’s will host a first quarter earnings conference call at 8:30 am ET on May 10, 2012.  The phone number for the conference call is (706) 902-0486 and the conference ID is 69195646.  Replays of the call will be available for 30 days by dialing (855) 859-2056 or (404) 537-3406 and referencing Conference ID 69195646.  The conference call is 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 1,134 stores in 49 states. In support of the communities it serves, Kohl’s has raised more than $208 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, or join the discussion on Facebook http://www.facebook.com/kohls or Twitter http://twitter.com/Kohls.

Investor Relations:  

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

Media:

Vicki Shamion, Senior Vice President – Public Relations, (262) 703-1464

KOHL'S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Millions, except per share data)

(Unaudited)

Subject to Reclassification

		Three Months Ended
		April 28,	April 30,
		2012	2011
Net sales		$  4,243	$  4,162
Cost of merchandise sold		2,719	2,576
Gross margin		1,524	1,586
Operating expenses:
	Selling, general and administrative	1,002	1,004
	Depreciation and amortization	201	191
Operating income		321	391
Interest expense, net		82	76
Income before income taxes		239	315
Provision for income taxes		85	114
Net income		$      154	$      201
Basic net income per share		$     0.63	$     0.70
Average number of  shares		243	288
Diluted net income per share		$     0.63	$     0.69
Average number of  shares		245	290
As a percent of net sales:
	Gross margin	35.9%	38.1%
	Selling, general and
	administrative expenses	23.6%	24.1%
	Operating income	7.6%	9.4%
	Net income	3.6%	4.8%

KOHL'S CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions)

(Unaudited)

Subject to Reclassification

			April 28,	April 30,
			2012	2011
Assets
Current assets:
	Cash and cash equivalents		$     1,029	$     1,668
	Merchandise inventories		3,424	3,193
	Deferred income taxes		119	113
	Other		277	253
		Total current assets	4,849	5,227
Property and equipment, net			8,961	8,718
Long-term investments			156	250
Other assets			266	258
		Total assets	$   14,232	$  14,453
Liabilities and Shareholders' Equity
Current liabilities:
	Accounts payable		$     1,609	$     1,397
	Accrued liabilities		1,102	970
	Income taxes payable		80	85
	Current portion of long-term debt		-	100
	Current portion of capital lease
		and financing obligations	98	84
		Total current liabilities	2,889	2,636
Long-term debt			2,141	1,494
Capital lease and financing obligations			2,008	1,996
Deferred income taxes			421	309
Other long-term liabilities			473	456
Shareholders' equity			6,300	7,562
		Total liabilities and shareholders' equity	$   14,232	$  14,453

KOHL'S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

(Unaudited)

Subject to Reclassification

		Three Months Ended
		April 28,	April 30,
		2012	2011
Operating activities
Net income		$      154	$      201
Adjustments to reconcile net income to net cash
provided by operating activities:
	Depreciation and amortization	201	191
	Share-based compensation	12	15
	Excess tax benefits from share-based compensation	(1)	(1)
	Deferred income taxes	(14)	13
	Other non-cash revenues and expenses	(1)	6
	Changes in operating assets and liabilities:
	Merchandise inventories	(223)	(156)
	Other current and long-term assets	17	(21)
	Accounts payable	376	260
	Accrued and other long-term liabilities	(50)	(95)
	Income taxes	(54)	(46)
Net cash provided by operating activities		417	367
Investing activities
Acquisition of property and equipment		(177)	(221)
Sales of investments in auction rate securities		1	41
Net cash used in investing activities		(176)	(180)
Financing activities
Treasury stock purchases		(325)	(416)
Dividends paid		(77)	(72)
Long-term debt payments		-	(300)
Proceeds from financing obligations		3	-
Capital lease and financing obligation payments		(27)	(22)
Proceeds from stock option exercises		8	13
Excess tax benefits from share-based compensation		1	1
Net cash used in financing activities		(417)	(796)
Net decrease in cash and cash equivalents		(176)	(609)
Cash and cash equivalents at beginning of period		1,205	2,277
Cash and cash equivalents at end of period		$   1,029	$   1,668