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):  November 10, 2011

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:

¨ 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))

The information in this report under Items 2.02, 7.02 and 9.01, including the exhibit attached hereto, is furnished solely pursuant to Item 2.02 of this Form 8-K.  Consequently, it 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 report, 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 2.02.

Results of Operations and Financial Condition.

On November 10, 2011, Kohl’s Corporation issued a press release reporting its earnings for the third quarter ended October 29, 2011 and giving earnings guidance for the fourth quarter and fiscal year.  A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

Item 7.01

Regulation FD Disclosure.

See Item 2.02.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description
99.1	Press Release dated November 10, 2011

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:  November 10, 2011

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 November 10, 2011

EX-99.1

Exhibit 99.1

KOHL'S CORPORATION REPORTS THIRD QUARTER FINANCIAL RESULTS

·

Third Quarter Diluted Earnings per Share increases 40% over prior year

·

Third Quarter Net Income increases 20% over prior year  

MENOMONEE FALLS, WI … November 10/BUSINESS WIRE/Kohl’s Corporation (NYSE:KSS). Kohl’s Corporation today reported results for the fiscal period ended October 29, 2011.

Third Quarter Results

Kohl’s Corporation reported third quarter diluted earnings per share increased 40 percent to $0.80.  Net income for the quarter increased 20 percent to $211 million, compared to $176 million ($0.57 per diluted share) a year ago.  Net sales were $4.4 billion, an increase of 3.8 percent over the comparable prior year quarter.  Comparable store sales for the quarter increased 2.1 percent.  

On a year-to-date basis, diluted earnings per share increased 26 percent to $2.56.  Net income was $711 million, compared with $626 million ($2.03 per diluted share) for the first nine months of fiscal 2010.  Net sales were $12.8 billion, an increase of 3.5 percent.  Year-to-date comparable store sales increased 1.7 percent.

Kevin Mansell, Kohl’s chairman, president and chief executive officer, said, “I am extremely pleased with our ability to deliver strong net income and earnings per share growth in a challenging sales environment.  Our gross margin rate increased over last year as a result of our increased penetration of private and exclusive brands and disciplined inventory management.  We are pleased with the expense management discipline across the company that allowed us to grow our expenses less than we originally planned.”

Mansell added, “The launch of our Jennifer Lopez and Marc Anthony brands during the quarter met our aggressive sales plans.  We expect our collection of powerful brands supported by significant marketing investments, especially in broadcast and digital media, to deliver a strong Holiday season.”

Quarterly Dividend Declared

On November 9, 2011, Kohl's Board of Directors declared a quarterly cash dividend of $0.25 per share of Kohl’s common stock.  The dividend is payable December 28, 2011 to shareholders of record at the close of business on December 7, 2011.  

Store Update

Kohl’s opened 40 stores during 2011, including 31 during the third quarter, and now has 1,127 stores in 49 states, compared with 1,089 stores at the same time last year.  The Company completed the remodel of 15 stores during the third quarter, bringing the total number of stores remodeled in 2011 to 100.    

Earnings Guidance

For the fourth quarter, Kohl’s expects total sales to increase between 4 and 6 percent and comparable store sales to increase between 2 and 4 percent.  Gross margin as a percent of sales is expected to change between (10) and 10 basis points.   Selling, general and administrative expenses are expected to increase between 5 and 6 percent.  Assuming share repurchases of approximately $300 million in the fourth quarter, achieving these assumptions would result in earnings per diluted share of $1.93 to $2.04 for the fourth quarter.  

As a result of its third quarter performance and its fourth quarter assumptions, Kohl’s is increasing its fiscal 2011 guidance from $4.34 to $4.49 per diluted share to $4.41 to $4.52 per diluted share.  

Third Quarter 2011 Earnings

Kohl’s will host a third quarter earnings conference call at 8:30 am ET on November 10, 2011. The call can be accessed by dialing (706) 902-0486 and referencing Conference ID 22210755, or via Kohl’s web site at http://www.kohlscorporation.com/InvestorRelations/event-calendar.htm.  Replays of the call and web cast will be available for thirty days.   

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 Kohl’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/A, 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. Kohl’s operates 1,127 stores in 49 states with a commitment to environmental leadership. In support of the communities it serves, Kohl’s has raised more than $180 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.  

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		Nine Months Ended
		Oct. 29,	Oct. 30,	Oct. 29,	Oct. 30,
		2011	2010	2011	2010
			(Restated)		(Restated)
Net sales		$   4,376	$   4,218	$ 12,786	$ 12,353
Cost of merchandise sold		2,688	2,596	7,784	7,543
Gross margin		1,688	1,622	5,002	4,810
Operating expenses:
	Selling, general and administrative	1,071	1,059	3,066	3,016
	Depreciation and amortization	202	207	583	563
Operating income		415	356	1,353	1,231
Interest expense, net		75	79	223	233
Income before income taxes		340	277	1,130	998
Provision for income taxes		129	101	419	372
Net income		$      211	$     176	$      711	$     626
Basic net income per share		$     0.80	$    0.57	$     2.58	$    2.04
Average number of  shares		264	307	276	307
Diluted net income per share		$     0.80	$    0.57	$     2.56	$    2.03
Average number of  shares		265	308	278	308
As a percent of net sales:
	Gross margin	38.6%	38.5%	39.1%	38.9%
	Selling, general and
	administrative expenses	24.5%	25.1%	24.0%	24.4%
	Operating income	9.5%	8.4%	10.6%	10.0%
	Net income	4.8%	4.2%	5.6%	5.1%

KOHL'S CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions)

(Unaudited)

Subject to Reclassification

			Oct. 29,	Oct. 30,
			2011	2010
Assets				(Restated)
Current assets:
	Cash and cash equivalents		$      760	$   2,441
	Merchandise inventories		4,130	4,030
	Income taxes receivable		105	25
	Deferred income taxes		91	92
	Other		257	215
		Total current assets	5,343	6,803
Property and equipment, net			8,918	8,698
Long-term investments			158	275
Other assets			263	229
		Total assets	$  14,682	$ 16,005
Liabilities and Shareholders' Equity
Current liabilities:
	Accounts payable		$    2,080	$   2,125
	Accrued liabilities		1,025	930
	Current portion of long-term debt		-	400
	Current portion of capital lease
		and financing obligations	95	87
		Total current liabilities	3,200	3,542
Long-term debt			2,141	1,494
Capital lease and financing obligations			2,003	2,005
Deferred income taxes			408	216
Other long-term liabilities			459	435
Shareholders' equity			6,471	8,313
		Total liabilities and shareholders' equity	$  14,682	$ 16,005

KOHL'S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

(Unaudited)

Subject to Reclassification

		Nine Months Ended
		Oct. 29,	Oct. 30,
		2011	2010
			(Restated)
Operating activities
Net income		$        711	$        626
Adjustments to reconcile net income to net cash
provided by operating activities:
	Depreciation and amortization	583	563
	Share-based compensation	43	47
	Excess tax benefits from share-based compensation	2	3
	Deferred income taxes	146	(14)
	Other non-cash revenues and expenses	19	26
	Changes in operating assets and liabilities:
	Merchandise inventories	(1,091)	(1,107)
	Other current and long-term assets	(1)	1
	Accounts payable	942	937
	Accrued and other long-term liabilities	(16)	(76)
	Income taxes	(238)	(212)
Net cash provided by operating activities		1,100	794
Investing activities
Acquisition of property and equipment		(755)	(673)
Sales of investments in auction rate securities		143	40
Other		(20)	4
Net cash used in investing activities		(632)	(629)
Financing activities
Treasury stock purchases		(1,956)	(4)
Dividends paid		(207)	-
Proceeds from issuance of debt		646	-
Deferred financing costs		(8)	-
Interest rate hedge payment		(48)	-
Long-term debt payments		(400)	-
Proceeds from financing obligations		12	28
Capital lease and financing obligation payments		(69)	(64)
Proceeds from stock option exercises		47	52
Excess tax benefits from share-based compensation		(2)	(3)
Net cash (used in) provided by financing activities		(1,985)	9
Net (decrease) increase in cash and cash equivalents		(1,517)	174
Cash and cash equivalents at beginning of period		2,277	2,267
Cash and cash equivalents at end of period		$        760	$     2,441