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January 17, 2024
Jill Timm
Chief Financial Officer
Kohl’s Corporation
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
Re:Kohl’s Corporation
Form 10-K for Fiscal Year Ended January 28, 2023
Form 10-Q for Fiscal Quarter Ended October 28, 2023
File No. 001-11084
Dear Jill Timm:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended January 28, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 21
1.We note that the change in net sales was driven by lower sales in both stores and digital,
and that the impact of higher average ticket was offset by lower units per transaction.
Please quantify the extent to which changes in net sales are attributable to changes in
prices or to changes in the volume of goods being sold.  Refer to Item 303(b)(2)(iii) of
Regulation S-K.
FreeCash Flow, page 28
2.We note that your calculation of Free cash flows includes an adjustment for finance lease
and financing obligation payments.  Please revise the title of this measure to "Adjusted
Free Cash Flow".  See Question 102.07 of the Staff’s Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures.

 FirstName LastNameJill Timm
 Comapany NameKohl’s Corporation
 January 17, 2024 Page 2
 FirstName LastName
Jill Timm
Kohl’s Corporation
January 17, 2024
Page 2
Key Financial Ratio Calculations, page 28
3.We note that EBITDAR is a component used in the calculation of Adjusted debt to
EBITDAR and Adjusted ROI.  We also note disclosure that Adjusted EBITDAR is a
useful non-GAAP measure that excludes items that are non-operating in nature and
focuses on items that are key to your operating performance.  Please tell us how you
determined that rent is non-operating in nature and is not key to your operating
performance.  See Question 100.01 of the Staff's Compliance and Disclosure
Interpretations (C&DI's) on Non-GAAP Financial Measures.  Please also see Question
103.02 of the C&DI's with regard to the reconciliation of EBITDA(R).
Form 10-Q for Fiscal Quarter Ended October 28, 2023
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary, page 14
4.We note that inventory decreased 13% from last year as a result of one of your key
strategies to manage inventory and expenses with discipline.  We also note that operating
cash flow increased year over year due to strong inventory management in 2023.  Please
expand your disclosure to discuss the changes in inventory management and how they
resulted in changes to your results of operations and liquidity.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Aamira Chaudhry at 202-551-3389 or Theresa Brillant at 202-551-3307
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services