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KOHl!SLizzy McCright(262) 703-1534Fax: (262) [email protected] 19, 2019VIA E-MAIL ([email protected])U.S. Securities and Exchange CommissionDivision of Corporation FinanceOffice of Chief Counsel100 F. Street, N.E. Washington, D.C. 20549Re:Kohl's Corporation - Omission of Shareholder Proposal Submitted byProvidence Trust, Congregation of Divine Providence, Province of SaintJoseph of the Capuchin Order, Sisters of St. Dominic, School Sisters of St.Francis, Inc., and School Sisters ofNotre Dame, Central Pacific ProvinceLadies and Gentlemen:The purpose of this letter is to inform you, pursuant to Rule 14a-8(j) under the SecuritiesExchange Act of 1934, as amended (the "Act"), that Kohl's Corporation ("Kohl's") intends toomit from its proxy statement and form of proxy for the 2020 annual meeting of its shareholders(the "2020 Proxy Materials") the shareholder proposal and supporting statement attached heretoas Exhibit A (the "Shareholder Proposal"), which was submitted by Providence Trust,Congregation of Divine Providence, Province of Saint Joseph of the Capuchin Order, Sisters ofSt. Dominic, School Sisters of St. Francis, Inc., and School Sisters of Notre Dame, CentralPacific Province (the "Proponents").Pursuant to Staff Legal Bulletin No. 14D ("SLB 14D"), we are submitting this request forno-action relief under Rule l4a-8 by use of the Securities and Exchange Commission (the"Commission") email address, [email protected] (in lieu of providing six additionalcopies of this letter pursuant to Rule 14a-8(i)), and the undersigned has included her name andtelephone number both in this letter and the cover email accompanying this letter.Kohl's believes that the Shareholder Proposal may be excluded from Kohl's 2020 ProxyMaterials pursuant to Rule 14a-8(i)(l0) of the Act because it deals with matters that Kohl's hasalready substantially implemented. We hereby request that the staff of the Division ofCorporation Finance (the "Staff) confirm that it will not recommend enforcement action to theCommission if, in reliance on Rule 14a-8(i)(l0), Kohl's excludes the Shareholder Proposal fromits 2020 Proxy Materials.Page I lICORPORATE OFFICES N56 W17000 RIDGEWOOD DRIVE MENOMONEE FALLS, WISCONSIN 53051 (262) 703-7000***FISMA & OMB Memorandum M-07-16

In accordance with Rule 14a-8(j), we are: submitting this letter not later than 80 days prior to the date on which we intend tofile definitive 2020 Proxy Materials; and simultaneously providing a copy of this letter and its exhibits to the Proponents,thereby notifying them of our intention to exclude the Shareholder Proposal fromour 2020 Proxy Materials.Rule 14a-8(k) and SLB 14D provide that shareholder proponents are required to sendcompanies a copy of any correspondence that the proponents elect to submit to the Commissionor the Staff. Accordingly, we are taking this opportunity to inform the Proponents that if theProponents elect to submit additional correspondence to the Commission or the Staff withrespect to this Shareholder Proposal, a copy of that correspondence should concurrently befurnished to the undersigned on behalf of Kohl's pursuant to Rule 14a-8(k) and SLB 14D.THE SHAREHOLDER PROPOSALThe Shareholder Proposal states:"RESOLVED, that shareholders request the Board of Directors of Kohl's toreport, at reasonable cost and omitting proprietary information, on the Company'sprocess for identifying and analyzing potential and actual human rights risks ofoperations and its supply chain by December 2020.SUPPORTING STATEMENT: In developing the report, the Company couldconsider:Human rights principles used to frame the assessment;Frequency of assessment;Methodology used to track and measure performance on forced labor risks; andHow the results of the assessment are incorporated into company policies anddecision-making."A copy of the Shareholder Proposal, the Proponents' cover letters submitting theShareholder Proposal, and other correspondence relating to the Shareholder Proposal are attachedhereto as Exhibit A.BASIS FOR EXCLUSIONKOHL'S MAY EXCLUDE THE SHAREHOLDER PROPOSAL FROM KOHL'S 2020PROXY MATERIALS PURSUANT TO RULE 14a-8(i)(10) BECAUSE KOHL'S HASSUBSTANTIALLY IMPLEMENTED THE SHAREHOLDER PROPOSAL.Rule 14a-8(i)(IO) allows the omission of a shareholder proposal if "the company hasalready substantially implemented the proposal." The "substantially implemented" standardreplaced the predecessor rule, which allowed the omission of a proposal that was "moot." SeePage I 2 ICORPORATE OFFICES N56 Wl 7000 RIDGEWOOD DRIVE MENOMONEE FALLS, WISCONSIN 53051 (262) 703-7000

Securities Exchange Act Release No. 34-40018 (May 21, 1998) ("1998 Release"). TheCommission has made explicitly clear that a shareholder proposal need not be "fully effected" bythe company to meet the substantially implemented standard under Rule 14a-8(i)(10). See 1998Release (confinning the Commission's position in Securities Exchange Act Release No. 3420091 (Aug. 16, 1983) ("1983 Release")). In the 1983 Release, the Commission noted that the"previous fonnalistic application [(i.e., a "fully- implemented" interpretation that required lineby-line compliance by companies)] of [Rule 14a-8(i)(l0)] defeated its purpose." The purpose ofRule 14a-8(i)(I0) is to "avoid the possibility of shareholders having to consider matters whichhave already been favorably acted upon by management." Securities Exchange Act Release No.34-12598 (July 7, 1976) (addressing Rule 14a-(c)(10), the predecessor rule to Rule 14a-8(i)(10)).The Commission recently concurred that it would not recommend an enforcement actionif The Wendy's Company omitted a similar shareholder proposal submitted by some of the sameproponents. See The Wendy's Company (April 10, 2019).1. Kohl's Policy for Identifying and Analyzing Potential and Actual Human Rights Risks ofOperations and Its Supply ChainKohl's requires its merchandise vendors to abide by tenns of engagement, which reflecthigh standards to protect the human rights of workers who manufacture products procured forKohl's stores, and such terms of engagement are publicly available on Kohl's website (the"Terms of Engagement"). 1 The policy embodied in the Terms of Engagement aligns withinternationally recognized human rights principles developed by the United Nations,International Labour Organization core labour standards and other respected internationalorganizations to promote and maintain fair business practices, and put ethics and safety at theforefront of Kohl's business decisions. The Terms of Engagement delineate Kohl's expectationsand requirements for merchandise vendors, including, without limitation, the following:(1) Wages and Benefits: Vendors must pay workers wages and legally mandated benefitsthat comply with the higher of (a) any applicable law, or (b) the prevailing localmanufacturing or industry practices. Workers are required to be compensated forovertime hours at such premium rates as are legally required, or in those countrieswhere such laws do not exist, at least equal to their regular hourly wage rate.(2) Working Hours: Except in extraordinary circumstances, vendors are required to limitthe number of hours that workers may work on a regularly scheduled basis to thelegal limit on regular and overtime hours established by local laws and regulations inthe jurisdiction in which they manufacture. The Terms of Engagement alsoencourage regular rest periods, and no less than one day off in every seven dayperiod.(3) Child Labor: Use of child labor is strictly prohibited.(4) Prison LaborIForced Labor: Vendors may not use or pennit the use of bonded labor,indentured labor, prison labor or forced labor in the manufacturing or finishing of1Tenns of ement%20August%202016.pdfPage 13 JCORPORATE OFFICES N56 W17000 RIDGEWOOD DRIVE MENOMONEE FALLS, WISCONSIN 53051 (262) 703-7000

products ordered by Kohl's. Kohl's does not knowingly purchase materials from avendor utilizing bonded labor, indentured labor, prison labor or forced labor.(5) Discrimination: Kohl's does not utilize vendors who discriminate against workerson the basis or gender, age, disability, sexual orientation, racial characteristics,cultural or religious beliefs or similar factors.(6) Free Association: Workers must be free to join organizations of their own choice.Vendors are required to recognize and respect the rights of workers to freedom ofassociation and collective bargaining.(7) Disciplinary Practices: All vendors must treat all workers with respect and dignity.Kohl's does not utilize vendors who use, or permit the use of corporal punishment,physical, sexual, psychological or verbal harassment or other forms of mental orphysical coercion, abuse or intimidation.(8) Women's Rights: Vendors must ensure that workers who are women receive equaltreatment in all aspects of employment.(9) Health and Safety: Kohl's only utilizes vendors who provide workers with a clean,safe and healthful work environment designated to prevent accidents and injuriesarising out of or occurring while in the course of work or as a result of the operationof a vendor's facility.Kohl's provides training for its vendors that produce private and/or exclusivemerchandise regarding Kohl's expectations and requirements of the Terms of Engagement. Inconnection with any allegations of violations of the above described Terms of Engagement,vendors must ensure procedures are in place by which workers, alleging violations of the Termsof Engagement, may do so without fear of negative repercussions.If a vendor is in violation of Kohl's Terms of Engagement, Kohl's will work with thevendor to remediate the violation if at all possible. If this effort is unsuccessful or not possible,Kohl's shall reevaluate its business relationship with the vendor and shall take appropriatecorrective action.Kohl's has several other policies and initiatives for identifying and analyzing potentialand actual human rights risks, including, without limitation, the following:(1) Code of Ethics: Kohl's maintains its Code of Ethics to guide ethical decisionmaking. Kohl's Code of Ethics is publicly available on its website.2(2) Kohl 's Participation in Better Work Programs: Kohl's participates in theInternational Labour Organization's Better Work Vietnam, Better Work Nicaragua,and Better Work Indonesia programs that cooperate with factories to improve humanrights performance and strengthen labor standards in export garment industries.Better Work assesses factories and provides advisory services to improve2Code of lscorp/investors/ethics/Kohl's% 20Code%20of%20Ethics%20%20June%202019.pdfPage I41 CORPORATE OFFICES. N56 W17000 RIDGEWOOD DRIVE . MENOMONEE FALLS, WISCONSIN 53051 . (262) 703-7000

compliance with International Labour Organization's core labor standards andnational laws regarding compensation, contracts, occupational health and safety, andworking hours.(3) Alliance for Bangladesh Worker Safety: Kohl's was a founding member of theAlliance for Bangladesh Worker Safety in 2013, which works to create safer,healthier conditions in Bangladesh garment factories, including creating commonsafety standards. On January 1, 2019, the alliance transitioned to an independententity named Nirapon, of which Kohl's is an original member.(4) Conflict Minerals: Kohl's expects all vendors to ensure that merchandise sold toKohl's is free of any conflict minerals. Kohl's Policy on Conflict Minerals and itsConflict Minerals Report is publicly available on its website.3(5) Policy on Uzbekistan Cotton: Kohl's has set forth a publicly available policyproviding that until it is convinced that forced child labor is not being used toproduce cotton in Uzbekistan, Kohl's specifically prohibits the use of Uzbekistancotton in the manufacture of merchandise intended for sale in stores.42. Kohl's Actively Enforces Its Terms of Engagement and Discloses the Results of ItsEnforcementKohl's recognizes that the Terms of Engagement are only one part of achievingcompliance and that active enforcement of policies is required. Kohl's completes factory auditsfor its vendors that produce private and/or exclusive merchandise, which include meetings withmanagement, confidential interviews with randomly selected workers in the local language,testing of payroll, and review of age verification documentation for selected workers. Kohl'srelies on professional, independent, third-party firms to perform these audits. Completion of thefull audit program requires a two-day visit, and follow-up audits are completed in one day.During each facility visit, Kohl's independent monitoring firm documents alldeficiencies. At the conclusion of a facility audit, the monitor summarizes and discusses eachdeficiency with factory management to facilitate immediate corrective action. The audit report issent to Kohl's compliance team for review, and Kohl's works with vendors to implementcorrective actions. Third party follow-up audits are performed, as needed, to monitor thedeficiency remediation process. A Corrective Action Plan is established that is available onlinefor the factory, vendor, agent (if applicable), and Kohl's to update as corrective actions areimplemented. Kohl's tracks the collaborative efforts of the parties and works with vendors toensure that corrective actions occur without delay.Factory audit results have shown progress with significant declines in the number of3Policy on Conflict Minerals, https://corporate.kohls.com/content/dam/kohlscorpl erals%20Report%20for"/420Website%2005%2031%2018 .pdf; ConflictMinerals Report, erals%20Report.pdf4Policy on Uzbekistan Cotton, non-press-releasepdfs/2015/Statement on Uzbekistan Cotton I .pdfPage I 5 ICORPORATE OFFICES. NS6 W17000 RIDGEWOOD DRIVE . MENOMONEE FALLS, WISCONSIN 53051. (262) 703-7000

factories that have been deemed not authorized to produce for Kohl's. Kohl's program,including vendor education, facility monitoring, remediation efforts and training, has resulted inimproved social compliance at facilities producing proprietary products. For example, thenumber of noncompliant facilities decreased from 177 facilities in the 2014 audit to 28 facilitiesin the 2018 audit.Kohl's Corporate Social Responsibility Report, which is publicly available on Kohl'swebsite, sets forth these efforts to monitor and assess compliance. 5 In addition to describing theprocess, the Corporate Social Responsibility Report includes data on the number of compliantand noncompliant facilities with year-to-year comparisons. It provides further data on thenumber of inactive facilities, facilities still being monitored, facilities visited, monitoring visits,and factory visits not announced.In addition to completing audits, Kohl's actively enforces compliance throughverification efforts, as further described in the Corporate Social Responsibility Report. Theseverification efforts include requiring vendors to certify that each facility used to producemerchandise sold to Kohl's will operate in compliance with the policy and all applicable laws.Vendors must also maintain documentation necessary to demonstrate compliance. There is alsoa review and approval of all subcontractors that a vendor desires to use in the manufacturingprocess of Kohl's proprietary goods.In addition to audits and verification, Kohl's employs dedicated compliance personneland ensures proper oversight, as further described in its Corporate Social Responsibility Report.Kohl's human rights policy commitments are approved and communicated at the Board ofDirectors level, and the Audit Committee has oversight of these policies. The Chief Risk andCompliance Officer, who reports to the Chief Executive Officer, has oversight of global tradecompliance and implementation of human rights commitments. Kohl's Global Trade Complianceteam reports to the Chief Risk and Compliance Officer, which includes a Director of GlobalTrade Compliance and a Manager of Factory Compliance, who leads a dedicated team of highlyexperienced compliance associates responsible for the day-to-day administration of the socialcompliance program. This team is independent of the product development and merchandisingdepartments. Therefore, day-to-day decisions regarding the social compliance status of facilitiesused to produce our proprietary brand merchandise are made by associates not involved inpurchase negotiation to prevent potential conflicts of interest.Kohl's Social Responsibility Committee guides the direction, assessment, and continuedimprovement of the social compliance program. The committee is comprised of executivesincluding our Chief Executive Officer, Chief Merchandising Officer, and senior leadership fromdepartments with responsibility for business operations including Merchants, ProductDevelopment, Legal, Risk and Compliance, and Global Trade Compliance. The SocialResponsibility Committee gathers biannually to discuss governance and strategic initiatives withupdates given quarterly.3. The Shareholder Proposal Deals With Matters That Kohl's Has SubstantiallyImplementeds Corporate Social Responsibility Report, corporateresponsibility/landing-page/FINAL 2018 KohlsCSR.pdfPage 16ICORPORATE OFFICES * N56 Wl 7000 RIDGEWOOD DRIVE MENOMONEE FALLS, WISCONSIN 53051 (262) 703-7000

Kohl's processes, policies, and disclosures meet the essential objectives of theProponents' proposal. Kohl's has set forth a policy in its Terms of Engagement, amongst otherpolicies discussed herein, articulating its respect for human rights. Further, Kohl's carries outdue diligence to enable the company to identify, assess, prevent, mitigate, and remediate humanrights impacts throughout its operations and value chain. The policies set forth the expectationsand requirements for vendors. To ensure compliance and active enforcement with policies,Kohl's completes factory audits, verification efforts, and has structured its personnel to providefor internal accountability. The processes and data related to the audits and efforts are discussedin Kohl's Corporate Social Responsibility Report.In addition to identifying and analyzing potential and actual human rights risks, Kohl'spolicies and disclosures specifically detail information related to each of the four items listed inthe Proponents' supporting statement, which Proponents proposes be disclosed:(1) Human Rights Principles Used to Frame the Assessment: The Terms ofEngagement, the Corporate Social Responsibility Report, as well as the additionalpolicies referenced herein, set forth the human rights principles used to frame Kohl'sassessment of its partnerships with merchandise vendors.(2} Frequency of the assessment: Factories producing private and/or exclusive goods forKohl's are inspected for compliance on an annual basis. They undergo follow-upmonitoring visits and training when issues are noted. Kohl's reserves the right toreview all vendor facilities and conduct unannounced on-site inspections ofmanufacturing facilities. Once deemed compliant, factories are monitoredperiodically based on their risk level. Kohl's publishes its Corporate SocialResponsibility Report yearly.(3) Methodology Used to Track and Measure Performance: The Corporate SocialResponsibility Report outlines the methodology used to track and measureperformance, including confidential worker interviews.(4) How the Results of the Assessment are Incorporated into Company Policies andDecision-Making: The Corporate Social Responsibility Report sets forth how theresults of the assessment are incorporated into company policies and decisionmaking. If a