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CORRESP
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Jill Timm

262.703.2203

Jill.Timm@kohls.com

March 12, 2024

Aamira Chaudhry and Theresa Brillant

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Kohl’s Corporation

Form 10-K for Fiscal Year Ended January 28, 2023

File No. 001-11084

Dear Ms. Chaudhry and Ms. Brillant:

On behalf of Kohl’s
Corporation (the “Company”), we are providing the following response to the comment set forth in the comment letter from the
Staff of the Securities and Exchange Commission (the “Staff”) to Jill Timm, Chief Financial Officer of the Company, dated
March 11, 2024. For your convenience, we have recited the comment from the Staff in bold type and have followed it with the Company’s
response thereto.

Form 10-K for Fiscal Year Ended January
28, 2023

Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations, page 21

 1. We note your response to prior comment 2. Please expand your disclosure regarding the use of the capital
structure ratio to state that the ratio is a liquidity measure, and that it is provided to your ratings agencies. Additionally, please
add a footnote to EBITDAR to explain that this component of the ratio excludes costs (i.e. rent) that are essential to the operation of
your stores.

Response

Beginning with our annual report on Form 10-K
for the fiscal year ended February 3, 2024, we will expand our Capital Structure Ratio disclosure accordingly and add the requested footnote
to EBITDAR. The following is an example of our intended future disclosure based on an illustrative revision of the actual disclosure beginning
on page 29 of our Form 10-K for the fiscal year ended January 28, 2023:

Capital Structure Ratio

The following table shows our capital structure
ratio (a non-GAAP financial measure):

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

March 12, 2024

Page 2

    2022
    2021

    Adjusted debt to EBITDAR
    4.92
    2.33

Adjusted debt to EBITDAR is a non-GAAP financial
measure which we define as our adjusted outstanding debt balance divided by EBITDAR. The increase in our adjusted debt to EBITDAR ratio
is primarily due to the decline in net income from fiscal 2021 to fiscal 2022. We provide our Adjusted debt to EBITDAR ratio to our
ratings agencies and our current goal is to achieve a ratio that demonstrates our commitment to an investment grade rating and allows
us to operate with an efficient capital structure for our size, growth plans, and industry. Adjusted debt to EBITDAR is a liquidity
measure and not a measure of financial performance under GAAP and should be considered in addition to, and not as a substitute for, debt
or other GAAP financial measures of liquidity. Our adjusted debt to EBITDAR calculation may not be comparable to similarly-titled
measures reported by other companies. See the key financial ratio calculations section below for our adjusted debt to EBITDAR calculation.

Key Financial Ratio Calculations

The following table includes our adjusted debt
to EBITDAR calculation:

    (Dollars
    in Millions)
    2022
    2021

    Finance lease and financing obligations
    $2,880
    $2,251

    Borrowings under revolving credit facility
    85
    —

    Long-term debt
    1,912
    1,910

    Total debt
    $4,877
    $4,161

    Operating leases
    2,689
    2,624

    Total debt (including operating leases)
    $7,566
    $6,785

    Less: Operating lease, finance lease, and financing obligation liabilities (a)
    (5,569)
    (4,875)

    Add: Cash-based lease equivalent debt (a)
    4,488
    4,650

    Adjusted debt
    $6,485
    $6,560

    Net (loss) income
    ($19)
    $938

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

March 12, 2024

Page 3

    (Dollars
    in Millions)
    2022
    2021

    (Benefit
    provision for income taxes
    (39)
    281

    Loss
    on extinguishment of debt
    0
    201

    Interest
    expense, net
    304
    260

    Depreciation
    and amortization
    808
    838

    Rent
    Expense
    264
    298

    EBITDAR (b)
    $1,318
    $2,816

    Adjusted debt to EBITDAR
    4.92
    2.33

 (a) Lease obligations presented under US GAAP are replaced with eight times cash rent for operating leases,
finance leases, and financial obligations. A summary of cash rent can be found in Note 3 of the Consolidated Financial Statements. Management
believes this normalizes for timing within the lease term and the impact of lease amendments triggered by our investment in the Sephora
shop-in-shops.

 (b) The EBITDAR component of the Adjusted debt to EBITDAR ratio excludes costs (i.e., rent) that are essential
to the operation of our leased stores.

Please do not hesitate
to call me at (262) 703-2203 with any questions or further comments you may have regarding this filing or if you wish to discuss the above
response.

Sincerely,

 /s/
Jill Timm

Jill Timm

Chief Financial Officer

cc:
Jennifer Kent, Chief Legal Officer and Corporate Secretary