Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X x No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~May 28,~~August 27, 2011 Common Stock, Par Value $0.01 per Share, ~~281,089,311~~269,438,813 shares outstanding.


										July 30, 2011			January 29, 2011			July 31, 2010
	April 30, 2011			January 29, 2011			May 1, 2010			(Unaudited)			(Audited)			(Unaudited)
	(Unaudited)			(Audited)			(Unaudited)									(Restated)
Assets
Current assets:
Cash and cash equivalents	$	1,668		$	2,277		$	2,388		$	1,169		$	2,277		$	2,518
Merchandise inventories		3,193			3,036			3,017			3,095			3,036			2,930
Deferred income taxes		87			77			91			88			77			95
Other		257			255			209			256			252			227


Total current assets		5,205			5,645			5,705			4,608			5,642			5,770

Property and equipment, net		7,325			7,256			7,109			8,876			8,692			8,792
Long-term investments		250			277			318			208			277			298
Favorable lease rights, net		190			193			201
Other assets		216			193			133			186			168			151


Total assets	$	13,186		$	13,564		$	13,466		$	13,878		$	14,779		$	15,011


Liabilities and Shareholders’ Equity

Current liabilities:
Accounts payables	$	1,397		$	1,138		$	1,412
Accounts payable										$	1,345		$	1,138		$	1,345
Accrued liabilities		971			1,027			895			1,065			1,030			1,003
Income taxes payable		85			127			113			18			127			35
Current portion of long-term debt and capital leases		118			418			318
Current portion of long-term debt											100			400			300
Current portion of capital lease and financing obligations											89			86			85


Total current liabilities		2,571			2,710			2,738			2,617			2,781			2,768

Long-term debt and capital leases		1,665			1,678			1,754
Long-term debt											1,494			1,494			1,594
Capital lease and financing obligations											1,987			2,018			1,995
Deferred income taxes		452			418			380			311			256			194
Other long-term liabilities		674			656			497			391			380			351

Shareholders’ equity:
Common stock		4			4			4			4			4			4
Paid-in capital		2,251			2,225			2,133			2,295			2,225			2,155
Treasury stock, at cost		(4,092	)		(3,643	)		(2,642	)		(4,846	)		(3,643	)		(2,643	)
Accumulated other comprehensive loss		(31	)		(37	)		(36	)		(35	)		(37	)		(38	)
Retained earnings		9,692			9,553			8,638			9,660			9,301			8,631

Total shareholders’ equity		7,824			8,102			8,097			7,078			7,850			8,109


Total liabilities and shareholders’ equity	$	13,186		$	13,564		$	13,466		$	13,878		$	14,779		$	15,011


					Three Months (13 Weeks) Ended				Six Months (26 Weeks) Ended
	Three Months (13 Weeks) Ended				July 30, 2011		July 31, 2010		July 30, 2011		July 31, 2010
	April 30, 2011		May 1, 2010				(Restated)				(Restated)

Net sales	$	4,162	$	4,035	$	4,248	$	4,100	$	8,410	$	8,135
Cost of merchandise sold (exclusive of depreciation shown separately below)		2,576		2,498		2,520		2,449		5,095		4,948


Gross margin		1,586		1,537		1,728		1,651		3,315		3,187

Operating expenses:
Selling, general, and administrative		1,068		1,035		991		983		1,995		1,957
Depreciation and amortization		156		151		190		180		382		355


Operating income		362		351		547		488		938		875

Interest expense, net		29		31		72		78		148		154


Income before income taxes		333		320		475		410		790		721
Provision for income taxes		122		121		176		155		290		272


Net income	$	211	$	199	$	299	$	255	$	500	$	449


Net income per share:
Basic:
Basic	$	0.73	$	0.65	$	1.08	$	0.83	$	1.77	$	1.47
Average number of shares		288		307		276		307		282		307

Diluted:
Diluted	$	0.73	$	0.64	$	1.08	$	0.83	$	1.76	$	1.46
Average number of shares		290		309		278		308		284		308


																																				Accumulated
																																				Other
	Common Stock				Paid-In			Treasury Stock						Retained			Accumulated Other Comprehensive						Common Stock				Paid-In			Treasury Stock						Comprehensive			Retained
	Shares		Amount		Capital			Shares			Amount			Earnings			Loss			Total			Shares		Amount		Capital			Shares			Amount			Loss			Earnings			Total

Balance at January 29, 2011		355	$	4	$	2,225			(64	)	$	(3,643	)	$	9,553		$	(37	)	$	8,102			355	$	4	$	2,225			(64	)	$	(3,643	)	$	(37	)	$	9,301		$	7,850

Net income		-		-		-			-			-			211			-			211			—		—		—						—			—			500			500

Other comprehensive income:
Other comprehensive loss:
Unrealized gain(loss) on:
Investments, net of tax of $6		-		-		-			-			-			-			8			8
Interest rate derivative, net of tax of $1		-		-		-			-			-			-			(2	)		(2	)


Investments, net of tax of $11																								—		—		—			—			—			17			—			17
Interest rate derivative, net of tax of $9																								—		—		—			—			—			(15	)		—			(15	)

Total comprehensive income																					217																						502

Stock options and awards		2		-		28			-			-			-			-			28			2		—		75						—			—			—			75

Net income tax impact from exercise of stock options		-		-		(2	)		-			-			-			-			(2	)		—		—		(5	)					—			—			—			(5	)

Dividends paid ($0.25 per share)		-		-		-			-			-			(72	)		-			(72	)
Dividends paid ($0.50 per share)																								—		—		—						1			—			(141	)		(140	)

Treasury stock purchases		-		-		-			(10	)		(449	)		-			-			(449	)		—		—		—			(23	)		(1,204	)		—			—			(1,204	)


Balance at April 30, 2011		357	$	4	$	2,251			(74	)	$	(4,092	)	$	9,692		$	(31	)	$	7,824
Balance at July 30, 2011																								357	$	4	$	2,295			(87	)	$	(4,846	)	$	(35	)	$	9,660		$	7,078


							Six Months (26 Weeks) Ended
							July 30, 2011			July 31, 2010
	Three Months (13 Weeks) Ended									(Restated)
	April 30, 2011			May 1, 2010
Operating activities
Net income	$	211		$	199		$	500		$	449
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		156			151			382			355
Share-based compensation		15			14			29			32
Excess tax benefits from share-based compensation		1			2			1			2
Deferred income taxes		20			(16	)		42			(41	)
Other non-cash revenues and expenses		5			9			13			17
Changes in operating assets and liabilities:
Merchandise inventories		(156	)		(92	)		(57	)		(5	)
Other current and long-term assets		(21	)		12			(14	)		(6	)
Accounts payable		260			224			208			158
Accrued and other long-term liabilities		(88	)		(146	)		(108	)		(148	)
Income taxes		(46	)		(70	)		(114	)		(149	)


Net cash provided by operating activities		357			287			882			664


Investing activities
Acquisition of property and equipment		(226	)		(191	)		(479	)		(439	)
Sales of investments in auction rate securities		41			4			97			20
Other		-			(1	)		(1	)		2


Net cash used in investing activities		(185	)		(188	)		(383	)		(417	)


Financing activities
Treasury stock purchases		(416	)		(3	)		(1,166	)		(3	)
Long-term debt and capital lease payments		(305	)		(5	)
Long-term debt payments								(300	)		—
Capital lease and financing obligation payments								(46	)		(44	)
Proceeds from financing obligations								8			17
Dividends paid		(72	)		-			(142	)		—
Proceeds from stock option exercises		13			32			43			36
Excess tax benefits from share-based compensation		(1	)		(2	)		(1	)		(2	)
Other								(3	)		—


Net cash (used in) provided by financing activities		(781	)		22			(1,607	)		4


Net (decrease) increase in cash and cash equivalents		(609	)		121			(1,108	)		251
Cash and cash equivalents at beginning of period		2,277			2,267			2,277			2,267


Cash and cash equivalents at end of period	$	1,668		$	2,388		$	1,169		$	2,518


Supplemental information:
Interest paid, net of capitalized interest	$	16		$	15		$	155		$	154
Income taxes paid		149			207			364			462

Non-Cash Investing and Financing Activities
Property and equipment acquired through capital lease and financing obligations								27			58

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for fiscal year end financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and related footnotes included in our Form ~~10-K~~10-K/A for the fiscal year ended January 29, 2011 (Commission File No. 1-11084) as filed with the Securities and Exchange ~~Commission.~~Commission on September 13, 2011.

Due to the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year. In addition, quarterly results of operations ~~are impacted by~~depend significantly upon the timing and amount of sales and costs associated with the opening of new stores.

Certain reclassifications have been made to the prior period financial statements to conform to the 2011 presentation.

On September 13, 2011, we filed an amended Annual Report on Form 10-K/A for the fiscal year ended January 29, 2011. We are also restating herein our previously issued consolidated financial statements for the three and six month periods ended July 31, 2010 to correct various errors in our accounting for leases.

The most significant of the corrections resulted from improper application of the sale-leaseback provisions of ASC 840, Leases. We are often involved extensively in the construction of leased stores. In many cases, we are responsible for construction cost over runs or construct non-standard tenant improvements (e.g. roof or HVAC systems). As a result of this involvement, we are deemed the “owner” for accounting purposes during the construction period, so are required to capitalize the construction costs on our Balance Sheets. Upon completion of the project, we must perform a sale-leaseback analysis pursuant to ASC 840 to determine if we can remove the assets from our Balance Sheet. In many of our leases, we are reimbursed a portion of the construction costs via adjusted rental and/or cash payments or have terms which fix the rental payments for a significant percentage of the leased asset’s economic life. These items are generally considered “continuing involvement” which preclude us from derecognizing the constructed assets from our Balance Sheet when construction is complete.

Additionally, certain store and equipment leases were improperly recorded as operating leases, rather than capital leases.

To correct the accounting errors, we have recorded additional property and the related capital lease and financing obligations on our Balance Sheets. In our Statements of Income, lease payments related to these properties are now recognized as depreciation and interest expense, rather than rent expense (which we record in Selling, General and Administrative Expense). The corrections impact the classification of cash flows from operations, financing activities and investing activities, but have no impact on the net increase or decrease in cash and cash equivalents reported in our Statements of Cash Flows.

The following tables present the corrections that were made to our financial statements for the period ended July 31, 2010.


	Three Months (13 Weeks) Ended July 31, 2010
	Previously Reported		Adjustments			Restated
	(In Millions, Except per Share Data)
Sales	$	4,100	$	—		$	4,100
Cost of merchandise sold		2,449		—			2,449

Gross margin		1,651		—			1,651
Operating expenses:
Selling, general, & administrative		1,049		(66	)		983
Depreciation and amortization		153		27			180

Operating income		449		39			488
Interest expense, net		31		47			78

Income before income taxes		418		(8	)		410
Provision for income taxes		158		(3	)		155

Net income	$	260	$	(5	)	$	255


Net income per share:
Basic	$	0.84	$	(0.01	)	$	0.83
Diluted	$	0.84	$	(0.01	)	$	0.83

	Six Months (26 Weeks) Ended July 31, 2010
	Previously Reported		Adjustments			Restated
	(In Millions, Except per Share Data)
Sales	$	8,135	$	—		$	8,135
Cost of merchandise sold		4,948		—			4,948

Gross margin		3,187		—			3,187
Operating expenses:
Selling, general, & administrative		2,083		(126	)		1,957
Depreciation and amortization		304		51			355

Operating income		800		75			875
Interest expense, net		62		92			154

Income before income taxes		738		(17	)		721
Provision for income taxes		279		(7	)		272

Net income	$	459	$	(10	)	$	449


Net income per share:
Basic	$	1.49	$	(0.02	)	$	1.47
Diluted	$	1.48	$	(0.02	)	$	1.46


	Six Months (26 Weeks) Ended July 31, 2010
	Previously Reported (1)			Adjustments			Restated
	(In Millions)
Operating activities
Net income	$	459		$	(10	)	$	449
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		304			51			355
Share-based compensation		32			—			32
Excess tax benefits from share-based compensation		2			—			2	��
Deferred income taxes		(33	)		(8	)		(41	)
Other non-cash revenues and expenses		20			(3	)		17
Changes in operating assets and liabilities:
Merchandise inventories		(5	)		—			(5	)
Other current and long-term assets		(6	)		—			(6	)
Accounts payable		158			—			158
Accrued and other long-term liabilities		(154	)		6			(148	)
Income taxes		(149	)		—			(149	)

Net cash provided by operating activities		628			36			664


Investing activities
Acquisition of property and equipment		(421	)		(18	)		(439	)
Sales of investments in auction rate securities		20			—			20
Other		2			—			2

Net cash used in investing activities		(399	)		(18	)		(417	)


Financing activities
Treasury stock purchases		(3	)		—			(3	)
Capital lease and financing obligation payments		(9	)		(35	)		(44	)
Proceeds from financing obligations		—			17			17
Proceeds from stock option exercises		36			—			36
Excess tax benefits from share-based compensation		(2	)		—			(2	)

Net cash (used in) provided by financing activities		22			(18	)		4

Net (decrease) increase in cash and cash equivalents		251			—			251
Cash and cash equivalents at beginning of period		2,267			—			2,267

Cash and cash equivalents at end of period	$	2,518		$	—		$	2,518

Long-term debt consists of the ~~following:~~following non-callable and unsecured senior debt:

ASC No. 820, “Fair Value Measurements and Disclosures,” requires fair value measurements be classified and disclosed in one of the following three categories:

Our cash and cash equivalents and long-term debt are financial instruments classified as a Level 1 pricing category. The carrying value of our cash and cash equivalents approximates fair value because maturities are three months or less. As of ~~April~~July 30, 2011, our long-term debt had a carrying value of $1.6 billion and a fair value of $1.8 billion.

We repaid $300 million of long-term debt in March 2011. An additional $100 million of long-term debt will be ~~due~~paid in October 2011. We expect to replace this debt with new debt financing in the third quarter of 2011. In anticipation of the debt refinancing, we entered into

interest rate ~~swaps~~hedges in December 2010 and May 2011 to hedge our exposure to the risk of increases in interest rates on $400 million of debt we expect to issue. The interest rate ~~swaps~~hedges have a ten-year term. ~~Amounts related to these financial instruments were not material.~~The fair value of the interest rate hedges is classified as a Level 2 pricing category and is based on valuation models updated with observable inputs and market data. As of July 30, 2011, interest rate hedges are recorded as Accrued Liabilities in our Consolidated Balance Sheet at their fair value of $24 million.

As of ~~April~~July 30, 2011, the par value of our long-term investments was ~~$297~~$241 million and the estimated fair value was ~~$250~~$208 million. Our long-term investments consist primarily of investments in auction rate securities (“ARS”). , which are long-term debt instruments with interest rates which originally reset through periodic short-term auctions.

We intend to hold these ARS until maturity or until we can liquidate them at par value. Based on our other sources of liquidity, we do not believe we will be required to sell them before recovery of par value. Therefore, impairment charges are considered temporary and have been included in Accumulated Other Comprehensive Loss within our Consolidated Balance ~~Sheet.~~Sheets. In certain cases, holding the investments until recovery may mean until maturity, which ranges from 2015 to 2056. The weighted-average maturity date is ~~2035.~~2036.

The fair value ~~for~~of our ARS is based on third-party pricing models and is classified as a Level 3 pricing category. We utilized a discounted cash flow model to estimate the current fair market value for each of the securities we owned as there was no recent activity in the secondary markets in these types of securities. This model used unique inputs for each security including discount rate, interest rate currently being paid and

maturity. The discount rate was calculated using the closest match available for other insured asset backed securities. A market failure scenario was employed as recent successful auctions of these securities were very limited.

The following table presents a rollforward of our ARS, all of which are measured at fair value on a recurring basis using unobservable inputs (Level 3):


	2011			2010			2011			2010
	(In Millions)						(In Millions)
Balance at beginning of year	$	276		$	320		$	276		$	320
Sales		(41	)		(4	)		(97	)		(20	)
Unrealized gains		14			1
Unrealized gains (losses)								28			(3	)

Balance at end of quarter	$	249		$	317		$	207		$	297

We currently grant share-based compensation, including options to purchase shares of our common stock and nonvested stock to employees and outside directors, pursuant to the Kohl’s Corporation 2010 Long-Term Compensation Plan. Annual grants of stock options and nonvested stock are generally made to eligible employees in the first quarter of the fiscal year. Grants to newly-hired and promoted employees and other discretionary grants are made periodically throughout the remainder of the year. Grants of stock options and nonvested stock are generally made to eligible outside directors upon their initial election to the Board of Directors and annually upon each such director’s re-election.

The Black-Scholes option valuation model was used to estimate the fair value of each option award during the first ~~quarter~~six months of the respective fiscal year based on the following assumptions:

The following table summarizes our stock option activity for the first ~~three~~six months of 2011 and 2010:


	2011					2010					2011					2010
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
	(Shares in Thousands)										(Shares in Thousands)
Balance at beginning of year		17,869		$	53.17		19,848		$	52.10		17,869		$	53.17		19,848		$	52.10
Granted		749			52.78		458			55.66		909			53.04		546			54.97
Exercised		(286	)		45.05		(872	)		36.27		(1,002	)		43.41		(969	)		37.20
Forfeited/expired		(482	)		63.77		(139	)		54.06		(654	)		62.87		(334	)		55.57

Balance at end of quarter		17,850		$	53.00		19,295		$	52.89		17,122		$	53.36		19,091		$	52.88

The following table summarizes our nonvested stock activity for the first ~~three~~six months of 2011 and 2010:


	2011					2010					2011					2010
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
	(Shares in Thousands)										(Shares in Thousands)
Balance at beginning of year		1,116		$	49.30		883		$	45.44		1,116		$	49.30		883		$	45.44
Granted (1)		978			52.11		430			55.74		1,141			52.48		462			55.45
Vested		(246	)		49.23		(177	)		47.41		(266	)		49.31		(195	)		47.38
Forfeited		(6	)		54.28		(2	)		42.89		(17	)		52.84		(20	)		46.47

Balance at end of quarter		1,842		$	50.79		1,134		$	49.03		1,974		$	51.11		1,130		$	49.17

Total share-based compensation expense was ~~$15 million for the three months ended April 30, 2011 and~~ $14 million for the three months ended ~~May 1,~~July 30, 2011 and $17 million for the three months ended July 31, 2010. Total share-based compensation expense was $29 million for the six months ended July 30, 2011 and $32 million for the six months ended July 31, 2010.

At ~~April~~July 30, 2011, we had approximately ~~$166~~$171 million of unrecognized share-based compensation expense (before forfeitures and capitalization), which is expected to be recognized over a weighted average period of ~~3.6~~3.5 years.

We are involved in various legal matters arising in the normal course of business. In the opinion of management, the outcome of such proceedings and litigation will not have a material adverse impact on our consolidated financial statements.

The calculations of the numerator and denominator for basic and diluted net income per share are summarized as follows:


					Three Months Ended				Six Months Ended
	Three Months Ended				July 30, 2011		July 31, 2010		July 30, 2011		July 31, 2010
	April 30, 2011		May 1, 2010				(Restated)				(Restated)
	(In Millions)				(In Millions)
Numerator - Net income	$	211	$	199	$	299	$	255	$	500	$	449

Denominator - Weighted average shares:
Basic		288		307		276		307		282		307
Impact of dilutive employee stock options (a)		2		2		2		1		2		1

Diluted		290		309		278		308		284		308

In May 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update which amends the definition of fair value measurement principles and disclosure requirements to eliminate differences between U.S. GAAP and International Financial Reporting Standards. The update requires new quantitative and qualitative disclosures about the sensitivity of recurring Level 3 measurement disclosures, as well as transfers between Level 1 and Level 2 of the fair value hierarchy. The update will be effective for us in the first quarter of Fiscal 2012. It will primarily impact our disclosures, and is not expected to impact our results of operations, cash flows or financial position.

In June 2011, the FASB issued an accounting standards update which revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in existing guidance and requires entities to report components

of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements. Under the two-statement approach, the first statement would include components of net income, which is consistent with the income statement format used today, and the second statement would include components of other comprehensive income (“OCI”). The update does not change the items that must be reported in OCI and its amendments are effective for fiscal years, and interim periods within those years. This update will be effective for us in the first quarter of Fiscal 2012. The guidance must be applied retrospectively for all periods presented in the financial statements. Early adoption is permitted. As this update only relates to financial statement presentation, it will have no effect on our results of operations, cash flows or financial position.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

For purposes of the following discussion, all references to “the ~~first quarter of 2011” or “2011”~~quarter” are for the 13-week fiscal ~~period~~periods ended ~~April~~July 30, 2011 and July 31, 2010 and all references to ~~“the first quarter of 2010” or “2010”~~“year to date” are for the ~~13-week~~26-week fiscal ~~period~~periods ended ~~May 1,~~July 30, 2011 and July 31, 2010.

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes included elsewhere in this report, as well as the financial and other information included in our 2010 Annual Report on Form ~~10-K.~~10-K, as amended and restated on September 13, 2011 (our “2010 Form 10-K/A”). The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could materially differ from those discussed in these forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those discussed elsewhere in this report and in our 2010 ~~Annual Report on~~ Form ~~10-K~~10-K/A (particularly in “Risk Factors”).

We believe that consumers will remain focused on value throughout 2011. We intend to continue to be flexible in our sales and inventory planning and in our expense management in order to react to changes in consumer demand. Additionally, overall merchandise costs in all apparel categories are expected to be up approximately 10% to 15% ~~overall~~higher for Fall 2011 than Fall 2010 due to inflation in the cost of raw materials, labor and fuel. Specific item increases are dependent on the category and the related fabric ~~content.~~content of the merchandise. We have been preparing for these cost increases for some time and are working diligently to minimize the impact of these higher costs on a consumer that is still buying cautiously and, therefore, less open to paying higher prices for discretionary goods.

~~Diluted~~For the quarter, diluted earnings per share increased ~~14% to $0.73 in~~30% over the ~~first~~second quarter of ~~2011,~~2010 to $1.08 and net income increased 17% to $299 million. Year to date, net income increased 11% to $500 million, or $1.76 per diluted share, compared to ~~$0.64 in the first quarter~~net income of ~~2010. Net income was $211~~$449 million and diluted earnings per share of $1.46 last year.

Total sales increased 3.6% for the quarter ~~compared~~and 3.4% year to ~~$199 million in the prior-year quarter.~~

~~Total~~date. Comparable store sales increased 1.9% for the ~~first~~ quarter ~~were $4.2 billion this~~and 1.6% year ~~an increase of 3.1 percent over last year. Comparable~~to date. E-Commerce sales increased 41% year to date and contributed approximately 110 basis points to our comparable store sales for the quarter increased 1.3 percent, driven by a 1.1 percent increase in transactions per store. Average transaction value was up 0.2 percent reflecting a 2.9 percent increase in average unit retail that was largely offset by a 2.7 percent decrease in units per transaction. E-Commerce sales increased 47%and 130 basis points for the ~~quarter and contributed approximately 150 basis points to the increase in our comparable store sales.~~year-to-date period.

Gross margin as a percent of net sales increased 343 basis points in the ~~quarter. Selling, general~~quarter and ~~administrative expenses increased $33 million, or 3%, compared~~24 basis points year to date. Strong inventory management, as well as successful private and exclusive brand strategies, contributed to the ~~prior-year quarter.~~margin strength.

WeAs of July 30, 2011, we operated 1,097 stores in 49 states, compared to 1,067 stores as of ~~April 30, 2011 and 1,067 as of May 1,~~July 31, 2010. Selling square footage ~~was~~totaled 81 million square feet at ~~April~~July 30, 2011 and 79 million square feet at ~~May 1,~~July 31, 2010.

We opened nine new stores ~~this quarter~~ and remodeled 85 stores year to date. We plan to open another 31 stores and remodel another 15 stores in the fall season. ~~We expect to remodel 100 stores in 2011; significantly more than the 85 stores in 2010 and the 51 stores in 2009.~~

We have installed electronic signs in approximately 100 stores. We expect to have installed electronic signs in ~~approximately 400~~all stores by the ~~end of fiscal 2011 and in all stores by Holiday 2012.~~2012 holiday season.

On April 1, 2011, Capital One, National Association (“Capital One”) acquired the right, title and interest in approximately 20 million proprietary Kohl’s credit card accounts and the outstanding balances associated with these accounts from Chase Bank USA, National Association (“Chase”). Transfer of these accounts marked the commencement of thewe commenced a seven-year private label credit card program agreement with Capital One, ~~which we entered into on August 11, 2010.~~National Association (“Capital One”). Pursuant to this agreement, Capital One ~~will offer~~offers private label credit cards to new and existing customers of ~~Kohl’s (the “Program”).~~Kohl’s. We ~~will continue to~~ handle all customer service functions, including processing billings, collecting on accounts, responding to customer inquiries, and ~~will continue to be~~maintaining data systems. We are also responsible for all advertising and marketing related to our credit card customers. Kohl’s and Capital One ~~will~~ share in the net risk-adjusted revenue of the portfolio as defined by the sum of finance charges, late fees and other revenue less write-offs of uncollectible accounts. ~~Changes~~Unlike the previous program agreement, we also share the costs of funding the outstanding receivables, so our profitability may be impacted by changes in ~~funding costs related to~~ interest ~~rate fluctuations will be shared similar to the revenue.~~

~~Our current expectations for the second quarter of fiscal 2011 compared to the comparable prior-year quarter are as follows:~~

Earnings per diluted share expectations assume that we repurchase 8.2 million shares ($450 million at $55 per share) ratably throughout the second quarter. No share repurchases were assumed during the third and fourth quarters.rates.

~~Total net~~Net sales increased ~~3.1%~~3.6% from ~~$4.0~~$4.1 billion in the ~~first~~second quarter of 2010 to $4.2 billion in the ~~first~~second quarter of 2011. ~~Comparable store~~Year to date, net sales increased ~~1.3 percent. The increases in~~3.4% from $8.1 billion for the first six months of 2010 to $8.4 billion for the first six months of 2011.

On a comparable store basis, sales increased 1.9% for the quarter and 1.6% year to date. We define comparable store sales ~~and total net sales were due to the following:~~

~~Drivers of the changes in comparable store sales, which are~~as sales from stores (including ~~E-Commerce sales~~relocated and ~~relocated or~~ remodeled stores) open throughout the full current and prior fiscal ~~year~~ periods and from E-Commerce.


	2011		2010		Quarter			Year to Date
Selling price per unit		2.9 %		(1.8 %)		6.1	%		4.6	%
Units per transaction		(2.7)		0.4		(4.5	)		(3.7	)

Average transaction value		0.2		(1.4)		1.6			0.9
Number of transactions		1.1		8.8		0.3			0.7

Comparable store sales		1.3 %		7.4 %		1.9	%		1.6	%

The increase in selling price per unit reflects higher sales prices as we passed higher apparel costs to our customer and reduced clearance inventory sales. Units per transaction decreased as our customers purchased fewer items as a result of the higher prices. The increase in number of transactions is primarily driven by growth in our E-Commerce business.

From a line of business perspective, Accessories and Home reported the strongest comparable store sales for the ~~quarter,~~quarter. Women’s also outperformed the company average on strong sales in ~~tabletop, food preparation, electrics~~updated sportswear, active and ~~bedding.~~special sizes. Men’s and ~~Accessories also outperformed~~Children’s reported positive comparable store sales increases, but performed below the company ~~average. Men’s was driven by active, dress clothing, and basics and Accessories was led by watches and sterling silver jewelry. Children’s and Women’s also achieved positive comparable sales~~average for the quarter. ~~Children’s had strength in toys and infant/toddlers. Strong performers in Women’s included active, updated sportswear and intimate.~~

Footwear, which ~~has~~had consistently outperformed the ~~overall~~ company in recent years, reported a ~~low~~mid single-digit comparable store sales ~~decrease. Women’s~~decrease for the quarter as strong sales in women’s shoes were ~~the strongest category in the footwear business. Athletic shoes were the most difficult, driven~~more than offset by declines in the athletic toning category.

Year to date, Home and Accessories were the strongest lines of business. Comparable store sales in the Men’s and Women’s businesses were consistent with the company average. Footwear was the only line of business to report a decrease in comparable store sales.

The ~~Southeast~~Northeast region reported the strongest comparable store sales for the ~~fifth consecutive~~ quarter. The Mid-Atlantic and Midwest regions reported low single-digit comparable store sales increases. Comparable store sales in the Southeast, South-Central, ~~Mid-Atlantic~~ and West regions ~~posted positive~~were consistent with the prior year or down slightly. Year to date, the Northeast, Southeast, and Mid-Atlantic regions reported the strongest comparable store sales with low single-digit increases. Comparable store sales in the South-Central, Midwest, and West regions were consistent with prior year or down slightly.

From a brand perspective, our three largest private brands - Apt. 9, Croft & Barrow and Sonoma - combined for a 12% increase in sales for the quarter. ~~The Midwest region reported the lowest comparable sales~~Strong exclusive brand performers for the quarter ~~with a negative single-digit decline.~~

included FILA Sport, Food Network, Lauren Conrad, MUDD, and Simply Vera Vera Wang, which all achieved strong double digit sales increases. Private and exclusive brands as a percentage of total sales increased approximately ~~240~~300 basis points to ~~50% of sales~~approximately 52% for both the ~~quarter. Private brands such as Sonoma, So.,~~quarter and ~~Apt. 9 performed well. Exclusive brands like FILA, Food Network, Lauren Conrad, Simply Vera Vera Wang and Candies continued their strong double-digit sales increases in the quarter.~~year to date period.

E-Commerce sales increased ~~approximately 47%~~36% for the quarter to ~~$187 million.~~$171 million and 41% to $358 million year to date. The sales growth is primarily the result of an ~~increased~~increase in the number of transactions. We expect our E-Commerce business to generate $1 billion of sales in ~~fiscal~~Fiscal 2011.


							Increase
	2011			2010			$		%
(Dollars in Millions)
Quarter	$	1,728		$	1,651		$	77		5	%
Year to date		3,315			3,187			128		4

Gross margin as a percent of sales
Quarter		40.7	%		40.3	%
Year to date		39.4			39.2

Gross margin includes the total cost of products sold, including product development costs, net of vendor payments other than reimbursement of specific, incremental and identifiable costs; inventory shrink; markdowns; freight expenses associated with moving merchandise from

our vendors to our distribution centers; shipping and handling expenses of E-Commerce sales; and terms cash discount. Our gross margin may not be comparable with that of other retailers because we include distribution center costs in selling, general and administrative expenses while other retailers may include these expenses in cost of merchandise sold.

Gross margin as a percent of net sales increased ~~three~~43 basis points to ~~38.1%~~40.7% for the ~~first~~second quarter of ~~2011.~~2011 and 24 basis points to 39.4% year to date. Inventory management, increased penetration of private and exclusive brands, and our ongoing markdown and size optimization initiatives contributed to the ~~increased margin. Inventory per store decreased two~~increase in gross margin as a percent ~~in units~~of net sales. These increases were partially offset by our E-Commerce business which currently has a lower gross margin than our stores due to the mix of products sold on-line and ~~increased three percent in dollars. Clearance inventory per store decreased approximately 20% in units and 30% in dollars.~~free or reduced cost shipping promotions.


					Increase										Increase
	2011		2010		$		%		2011			2010			$		%
(Dollars in Millions)												(Restated)
SG&A
Quarter									$	991		$	983		$	8		1	%
Year to date										1,995			1,957			38		2
	(Dollars in Millions)
S,G&A	$	1,068	$	1,035	$	33		3 %
S,G&A as a percent of net sales		25.7 %		25.6 %
Quarter										23.3	%		24.0	%
Year to date										23.7			24.1

Selling, general and administrative expenses (“SG&A”) include compensation and benefit costs (including stores, headquarters, buying and merchandising and distribution centers); rent expense and other occupancy and operating costs of our retail, distribution and corporate facilities; freight expenses associated with moving merchandise from our distribution centers to our retail stores and among distribution and retail facilities; advertising expenses, offset by vendor payments for reimbursement of specific, incremental and identifiable costs; net revenues from our Kohl’s credit card operations; and other administrative costs. SG&A also includes the costs incurred prior to new store openings, such as advertising, hiring and training costs for new employees, processing and transporting initial merchandise, and rent expense. We do not include depreciation and amortization in SG&A. The classification of these expenses varies across the retail industry.

SG&A ~~increased 3 percent over~~was generally consistent with the prior-year quarter. SG&A as a percentage of net sales ~~increased,~~decreased, or ~~“deleveraged,~~“leveraged,” ~~two~~66 basis points in the ~~quarter. Credit expenses leveraged over~~quarter and 33 basis point year to date. Substantially all of the ~~prior-year quarter, primarily driven~~leverage was generated by ~~lower bad debt expense and increased~~higher net ~~revenue from the transition of~~revenues in our credit card ~~portfolio~~operations as a result of higher finance charges due to receivable growth and lower receivable write-offs due to improved delinquency rates. A more favorable revenue sharing percentage under the current Capital ~~One. Store payroll expenses~~One agreement also contributed to the increase. Our store organization also leveraged ~~during the quarter. Increased remodeling costs contributed to deleveraging~~ in ~~store controllable expenses. Advertising, distribution centers~~both periods as a result of strong payroll and ~~IT also did not leverage during the quarter.~~operating expense management.

~~Depreciation~~The increases in depreciation and amortization ~~increased three percent from $151 million in the first quarter of 2010 to $156 million in the current-year quarter. The increase is~~are primarily attributable to the addition of new stores and remodels.

~~Operating income increased three percent over~~As a result of the ~~prior-year quarter. Operating~~above factors, operating income as a percent of net sales ~~was flat~~increased almost 100 basis points to 12.9% of net sales for the three months ended July 30, 2011, compared to 11.9% of net sales for the ~~prior-year quarter.~~three months ended July 31, 2010. For the year-to-date period, operating income as a percent of net sales increased approximately 40 basis points to 11.2% of net sales for 2011 compared to 10.8% of net sales for 2010.

~~Interest expense was $29 million for the 2011 quarter, a seven percent decrease from $31 million in 2010.~~

The decrease in net interest expense is primarily attributable to the $300 million of debt repaid in March 2011.

Our effective tax rate was ~~36.5%~~37.1% for the ~~first quarter of~~three months ended July 30, 2011 and 36.8% for the six months ended July 30, 2011 compared to ~~37.8%~~37.9% for the ~~prior-year quarter. The decrease is primarily due to resolution of state tax audits during~~three months ended July 31, 2010 and 37.7% for the ~~current period.~~six months ended July 31, 2010.

Our business, like that of most retailers, is subject to seasonal influences, with the major portion of sales and income typically realized during the second half of each fiscal year, which includes the back-to-school and holiday seasons. Approximately 15% of annual sales typically occur during the back-to-school season and 30% during the holiday season. Because of the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year. In addition, quarterly results of operations are impacted by the timing and amount of sales and costs associated with the opening of new stores.

Although we expect that our operations will be influenced by general economic conditions affecting consumers, including rising food, fuel and energy prices, we do not believe that inflation has had a material effect on our results of operations. However, there can be no assurance that our business will not be affected by such factors in the future.

We are, however, ~~beginning to experience~~experiencing increases in our merchandise costs due to ~~inflation,~~higher raw ~~materials,~~material, labor and ~~fuel.~~fuel costs. We ~~are seeing~~experienced low to mid single-digit cost increases throughout the first six months of 2011 and expect 10% to 15% increases for Fall 2011. In our private and exclusive brands, where we have more control over the production and manufacture of the merchandise, we have ~~historically~~ been able to ~~minimize~~mitigate inflationary pressures through measures such as committing earlier for fabric and certain other raw materials and shifting production to lower cost markets. Our third-party brand vendors are also facing the same inflationary pressures. We will continue to work with these vendors, as possible, to minimize the impact of inflation on our merchandise costs and our selling prices.

Our primary ongoing cash requirements are for capital expenditures in connection with our expansion and remodeling programs and seasonal and new store inventory purchases. Share repurchases and dividend payments to shareholders are currently another significant usage of cash. Our primary source of funds for our business activities are cash flow from operations, short-term trade credit and our lines of credit.

We ~~anticipate~~believe that ~~we will be able to satisfy~~ our ~~working capital requirements, planned capital expenditures, dividend payments, planned share repurchases and debt service requirements with~~ available cash and cash equivalents ~~proceeds from~~and sources of funds are sufficient to meet our cash ~~flows from operations, short-term trade credit and seasonal borrowings under our revolving credit facility.~~requirements.


					Increase (Decrease) in Cash										Increase (Decrease) in Cash
	2011		2010		$		%		2011			2010			$			%
	(Dollars in Millions)
(Dollars in Millions)												(Restated)
Net cash provided by (used in):
Operating activities	$	357	$	287	$	70		25%	$	882		$	664		$	218			33	%
Investing activities		(185)		(188)		3		2		(383	)		(417	)		34			8
Financing activities		(781)		22		(803)		(+100)		(1,607	)		4			(1,611	)		(100+	)

Operating Activities.Operating activities generated ~~$357~~$882 million of cash in 2011, compared to ~~$287~~$664 million in 2010.

Merchandise inventories per store were ~~$2.9~~$2.82 million at ~~April~~July 30, 2011 and ~~$2.8~~$2.75 million at ~~May 1, 2010, an increase of three percent. Inventory per store decreased two percent in units.~~

July 31, 2010. Accounts payable as a percent of inventory was ~~43.8%~~43.5% at ~~April~~July 30, 2011, compared to ~~46.8%~~45.9% at ~~May 1,~~July 31, 2010. ~~Lower~~The decrease is primarily due to lower inventory ~~turns contributed to the decrease.~~turn.

Investing Activities.Net cash used in investing activities ~~reflects~~decreased $34 million, primarily due to a ~~$37~~$77 million increase in proceeds from sales of auction rate securities ~~sales and a $35 million~~as changes in the interest rate environment have motivated the issuer to call the investments. This increase was partially offset by increases in capital spending ~~due to~~for new stores and remodels.

Financing Activities.Financing activities used cash of ~~$781 million~~$1.6 billion in 2011 and generated cash of ~~$22~~$4 million in 2010.

In the first ~~quarter~~half of 2011, we repurchased ~~8.3~~23 million shares of our common stock for ~~$445 million (including $34 million of shares which were purchased, but not settled, at quarter end).~~approximately $1.2 billion. The shares were purchased as part of our $3.5 billion share repurchase program. Pursuant to this program, we may repurchase shares from time to time in open market transactions, accelerated stock repurchase programs, tender offers, privately negotiated transactions or by other means. Subject to market conditions, we expect to complete the program by the end of Fiscal 2013.

We repaid $300 million of long-term debt which was due in March 2011. An additional $100 million of long-term debt ~~will be~~is due in October 2011. We expect to replace this debt with new debt financing in the third quarter of 2011. In anticipation of this debt issuance, we entered into 10-year interest rate ~~swaps~~hedges in December

2010 and May 2011 to hedge our exposure to the risk of ~~increases in~~ interest ~~rates~~rate increases on $400 million of debt we expect to issue. ~~Amounts related to~~As of July 30, 2011 the fair value of these ~~financial instruments were not material.~~derivatives was a liability of $24 million.

We have various facilities upon which we may draw funds, including a ~~$900 million~~5-year, $1 billion senior unsecured revolving credit facility ~~and two demand notes with aggregate availability of $50 million. The $900 million revolving facility expires~~which was signed in ~~October~~June 2011. The co-leads of this facility, ~~The Bank of New York Mellon and~~ Bank of America, U.S. Bank, and Wells Fargo Bank, have each committed ~~$100~~$110 million. The remaining 1213 lenders have each committed between $30 and ~~$130~~$85 million. The $1 billion facility replaced a $900 million facility which was scheduled to expire in October 2011. We also have a demand note with availability of $30 million. There were no draws on these facilities during 2011 or 2010. ~~We expect~~

Year to ~~replace the $900~~date, we paid cash dividends of $142 million ~~revolving facility~~as detailed in the ~~second quarter of 2011.~~following table:

~~We paid our first quarterly dividend on March 30, 2011. The $0.25 per share dividend was paid to all shareholders of record as of March 9, 2011.~~

On ~~May~~August 11, 2011, our Board of Directors approved a quarterly dividend of $0.25 per share which will be paid on ~~June 29,~~September 28, 2011 to shareholders of record as of ~~June 8,~~September 7, 2011.

Key Financial Ratios.Key financial ratios that provide certain measures of our liquidity are as follows:


							July 30, 2011			January 30, 2011			July 31, 2010
	April 30, 2011		January 30, 2011		May 1, 2010								(Restated)
Working capital (In Millions)		$ 2,634		$ 2,935		$ 2,967	$	1,991		$	2,861		$	3,002
Current ratio		2.02:1		2.08:1		2.08:1		1.76:1			2.03:1			2.08:1
Debt/capitalization		18.6%		20.6%		20.4%		34.1	%		33.7	%		32.9	%

The decrease in working capital and the current ratio as of ~~April~~July 30, 2011 compared to ~~May 1,~~July 31, 2010 was ~~primarily~~ due to lower cash and cash equivalents, primarily ~~related to $1.4~~driven by $2.2 billion of share repurchases in the first ~~quarter~~half of 2011 and the fourth quarter of 2010. The ~~decrease~~increase in the debt/capitalization ratio reflects ~~the repayment of $300 million of debt in March 2011, offset by~~ lower capitalization ~~primarily~~ due to share repurchases in 2011.

Debt Covenant Compliance.As of ~~April~~July 30, 2011, we were in compliance with all debt covenants and expect to remain in compliance during fiscal 2011.

Free Cash Flow.We generated free cash flow of ~~$131~~$365 million in 2011 compared to ~~$96~~$198 million in 2010. The increase in free cash flow is primarily ~~a result~~due to taxes, including both improved deferred tax liabilities due to depreciation deductions and timing of ~~higher cash provided by operating activities, as discussed above.~~tax payments.

Free cash flow is a non-GAAP financial measure which we define as net cash provided by operating activities and proceeds from financing obligations (which generally represent landlord reimbursements of construction costs) less capital ~~expenditures.~~expenditures and capital lease and financing obligations. Free cash flow should be evaluated in addition to, and not considered a substitute for, other financial measures such as net income and cash flow provided by operations. We believe that free cash flow represents our ability to generate additional cash flow from our business operations.

The following table reconciles net cash provided by operating activities, a GAAP measure, to free cash flow, a non-GAAP measure.


	2011			2010
(In Millions)				(Restated)
Net cash provided by operating activities	$	882		$	664
Acquisition of property and equipment		(479	)		(439	)
Capital lease and financing obligation payments		(46	)		(44	)
Proceeds from financing obligations		8			17

Free cash flow	$	365		$	198

There have been no significant changes in the contractual obligations disclosed in our ~~Annual Report on~~2010 Form ~~10-K for the year ended January 29, 2011.~~10-K/A.

We have not provided any financial guarantees as of ~~April~~July 30, 2011. We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. We do not have any arrangements or relationships with entities that are not consolidated into our financial statements that are reasonably likely to materially affect our liquidity or the availability of capital resources.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect reported amounts. Management has discussed the development, selection and disclosure of its estimates and assumptions with the Audit Committee of our Board of Directors. There have been no significant changes in the critical accounting policies and estimates discussed in our ~~Annual Report on~~2010 Form ~~10-K for the year ended January 29, 2011.~~10-K/A.

There have been no significant changes in the market risks described in our ~~Annual Report on~~2010 Form ~~10-K for the year ended January 29, 2011.~~10-K/A.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (the “Evaluation”) at a reasonable assurance level as of the last day of the period covered by this Report.

~~Based upon the Evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level.~~ Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our

management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions, regardless of how remote.

Based upon the Evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level because of the material weakness described below.

We identified a material weakness in our controls over the accounting for leases. The principal factor that contributed to this material weakness was the misinterpretation of complex standards related to leases where we, as the lessee, are involved in asset construction pursuant to ASC 840, Leases. This material weakness resulted in a number of errors in our accounting for leases and contributed to our restatement of previously issued financial statements as more fully described in Note 2 to the Consolidated Financial Statements.

In management’s opinion, the remedial actions described below relating to the material weakness in our internal control over financial reporting will also address the ineffectiveness of our disclosure controls and procedures.

To remediate the material weakness described above, we have implemented or plan to implement remedial measures including a review of all of our leases to correct instances where we were not complying with generally accepted accounting principles. In addition, we are developing updated procedures to reflect the technical guidance for lease accounting and will institute additional management review to confirm the proper implementation of accounting standards going forward. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

We expect that the remediation of the material weakness related to controls over the accounting for leases will be completed prior to the fiscal year end January 28, 2012. However, we cannot make any assurances that we will successfully remediate this material weakness within the anticipated timeframe and thus reduce to remote the likelihood that material misstatements concerning lease accounting will not be prevented or detected in a timely manner.

~~During the last fiscal quarter,~~Except as otherwise discussed above, there were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect such controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

There have been no significant changes in our risk factors from those described in our ~~Annual Report on~~2010 Form ~~10-K for the year ended January 29, 2011.~~10-K/A.

This report contains statements that may constitute forward-looking statements within the meaning of the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Those statements relate to developments, results, conditions or other events we expect or anticipate will occur in the future. Words such as “believes,” “anticipates,” “plans,” “expects” and similar expressions are intended to identify forward-looking statements. Without limiting the foregoing, these statements may relate to future outlook, revenues, earnings, store openings, planned capital expenditures, market conditions, new strategies and the competitive environment. Forward-looking statements are based on our management’s then current views and assumptions and, as a result, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Any such forward-looking statements are qualified by the important risk factors, described in Item 1A of our ~~Annual Report on~~2010 Form ~~10-K filed with the SEC on March 18, 2011,~~10-K/A, that could cause actual results to differ materially from those predicted by the forward-looking statements. Forward-looking statements relate to the date initially made, and we undertake no obligation to update them. An investment in our common stock or other securities carries certain risks. Investors should carefully consider the risks as stated in our 2010 Form ~~10-K~~10-K/A and other risks which may be disclosed from time to time in our filings with the SEC before investing in our securities.

We did not sell any securities during the quarter ended ~~April~~July 30, 2011, which were not registered under the Securities Act.

In February 2011, our Board of Directors increased the remaining share repurchase authorization under our existing share repurchase program by $2.6 billion, from $900 million to $3.5 billion. Pursuant to this program, we may repurchase shares from time to time in open market transactions, accelerated stock repurchase programs, tender offers, privately negotiated transactions or by other means. Subject to market conditions, we expect to complete the program by the end of Fiscal 2013.

The following table contains information for shares repurchased and shares acquired from employees in lieu of amounts required to satisfy minimum tax withholding requirements upon the vesting of the employees’ restricted stock during the three fiscal months ended ~~April~~July 30, 2011:

On May 16, 2011, we filed a Current Report on Form 8-K disclosing the final voting results from our May 12, 2011 Annual Meeting of Shareholders. At that meeting, our shareholders approved our proposal to hold an annual advisory vote on compensation awarded to our named executive officers. Accordingly, our Board of Directors determined that we will hold a shareholder advisory vote on the compensation awarded to our named executive officers on an annual basis.

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 thereunto duly authorized.


		Wisconsin				39-1630919
		(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)

		N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin				53051
		(Address of principal executive offices)				(Zip Code)


PART I	FINANCIAL INFORMATION

Item 1	Financial Statements:

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Income	4

	Condensed Consolidated Statement of Changes in Shareholders’ Equity	5

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1216

Item 3	Quantitative and Qualitative Disclosures about Market Risk	2025

Item 4	Controls and Procedures	2025

PART II	OTHER INFORMATION

Item 1A	Risk Factors	2126

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2128

Item 5	Other Information	28

Item 6	Exhibits	2229

	Signatures	2330


Maturing	Weighted Average Effective Rate		April 30, 2011			January 29, 2011			May 1, 2010
	(Dollars in Millions)
Non-callable and unsecured senior debt:
March 2011		-	$	-		$	300		$	300
October 2011		7.41%		100			100			100
2017		6.31%		650			650			650
2029		7.36%		200			200			200
2033		6.05%		300			300			300
2037		6.89%		350			350			350

Total senior debt		6.59%		1,600			1,900			1,900
Capital lease obligations				189			202			178
Unamortized debt discount				(6	)		(6	)		(6	)
Less current portion				(118	)		(418	)		(318	)

Long-term debt and capital leases			$	1,665		$	1,678		$	1,754


Level 1:		Financial instruments with unadjusted, quoted prices listed on active market exchanges.

Level 2:		Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. The prices for the financial instruments are determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3:		Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.


	2011		2010
Volatility		33.1%		33.6%
Risk-free interest rate		2.2%		2.5%
Expected life in years		5.4		5.4
Dividend yield		1.8%		0%
Weighted-average fair value at grant date	$	14.81	$	19.51


	July 31, 2010
	Previously Reported (1)		Adjustments			Restated
	(In Millions)

Assets
Current assets:
Cash and cash equivalents	$	2,518	$	—		$	2,518
Merchandise inventories		2,930		—			2,930
Deferred income taxes		95		—			95
Other		227		—			227

Total current assets		5,770		—			5,770
Property and equipment, net		7,310		1,482			8,792
Long-term investments		298		—			298
Other assets		328		(177	)		151

Total assets	$	13,706	$	1,305		$	15,011


Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	1,345	$	—		$	1,345
Accrued liabilities		994		9			1,003
Income taxes payable		35		—			35
Current portion of long-term debt		300		—			300
Current portion of capital lease and financing obligations		19		66			85

Total current liabilities		2,693		75			2,768
Long-term debt		1,594		—			1,594
Capital lease and financing obligations		172		1,823			1,995
Deferred income taxes		365		(171	)		194
Other long-term liabilities		505		(154	)		351
Shareholders’ equity		8,377		(268	)		8,109

Total liabilities and shareholders’ equity	$	13,706	$	1,305		$	15,011


~~Second Quarter~~
~~Total sales~~	~~Increase~~	~~4% - 6%~~
~~Comparable store sales~~	~~Increase~~	~~2% - 4%~~
~~Gross margin as a percent of sales~~	~~Increase~~	~~0 - 20~~	bp
~~SG&A~~	~~Increase~~	~~3% - 4.5%~~
~~Earnings per diluted share~~		~~$0.96 - $1.02~~

~~Fiscal 2011~~
~~Earnings per diluted share~~		~~$4.25 - $4.40~~


					Decrease
	2011		2010		$			%
(Dollars in Millions)			(Restated)
Quarter	$	72	$	78	$	(6	)		(8	)%
Year to date		148		154		(6	)		(4	)


Declaration date	February 23, 2011	May 11, 2011
Record date	March 9, 2011	June 8, 2011
Payment date	March 30, 2011	June 29, 2011
Amount	$0.25 per common share	$0.25 per common share


	~~(Dollars in~~ ~~Millions)~~
~~Total Debt per Balance Sheet~~	$	~~1,783~~
~~Other Debt~~		-

~~Subtotal~~		~~1,783~~
~~Rent x 8~~		~~4,276~~

~~A Included Indebtedness~~		~~$6,059~~

~~Net Worth~~		~~$ 7,824~~
~~Investments (accounted for under equity method)~~		-

~~Subtotal~~		~~7,824~~
~~Included Indebtedness~~		~~6,059~~

~~B Capitalization~~		~~$13,883~~

~~Leverage Ratio (A/B)~~		~~0.44~~
~~Maximum permitted Leverage Ratio~~		~~0.70~~


		(Dollars in Millions)
	Total Debt	$	3,693
	Permitted Exclusions		(6	)

	Subtotal		3,687
	Rent x 8		2,096

A	Included Indebtedness	$	5,783


	Net Worth	$	7,078
	Investments (accounted for under equity method)		—

	Subtotal		7,078
	Included Indebtedness		5,783

B	Capitalization	$	12,861


	Leverage Ratio (A/B)		0.45
	Maximum permitted Leverage Ratio		0.70


Period	Total Number of Shares Purchased During Period		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
								(In millions	)
January 30 – February 26, 2011		5,601	$	52.01		-	$	3,500
February 27 – April 2, 2011		5,209,923	$	53.37		5,125,194		3,275
April 3 – April 30, 2011		4,104,151	$	53.43		4,104,130		3,055

Total		9,319,675	$	53.40		9,229,324	$	3,055


Period	Total Number of Shares Purchased During Period		Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
							(In millions)
May 1 – May 28, 2011		2,250,319	$	54.92		2,249,792	$	2,932
May 29 – July 2, 2011		7,852,171		50.81		7,850,000		2,533
July 3 – July 30, 2011		4,198,967		55.14		4,198,157		2,301

Total		14,301,457	$	52.73		14,297,949	$	2,301


4.1		Credit Agreement dated as of June 23, 2011 by and among Kohl’s Corporation (the “Company”), the Lenders party thereto, Bank of America, N.A., as the Administrative Agent and as an Issuing Bank and a Swing Line Lender, U.S. Bank National Association, as an Issuing Bank, a Swing Line Lender and a Syndication Agent, Wells Fargo Bank, National Association, as an Issuing Bank, a Swing Line Lender and a Syndication Agent, and Morgan Stanley Bank, N.A., as the Documentation Agent, incorporated by reference to the Company’s Current Report on Form 8-K dated June 23, 2011.

10.1		Form of Employment Agreement between the Company and its Senior Executive Vice Presidents.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

32.1		Certification of Periodic Report by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.

32.2		Certification of Periodic Report by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase


				Kohl’s Corporation (Registrant)

Date: ~~June 1,~~September 13, 2011				/s/ Wesley S. McDonald
				Wesley S. McDonald Senior Executive Vice President and Chief Financial Officer (Principal Financial and Chief Accounting Officer)