Obligation Kohls 6% ( US500255AN46 ) en USD

Kohls

75.35 % ▼

Etas-Unis

US500255AN46 ( en USD )

6% par an ( paiement semestriel )

14/01/2033

Prospectus brochure de l'obligation Kohls US500255AN46 en USD 6%, échéance 14/01/2033

1 000 USD

300 000 000 USD

500255AN4

BBB- ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/07/2024 ( Dans 60 jours )

L'Obligation émise par Kohls ( Etas-Unis ) , en USD, avec le code ISIN US500255AN46, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2033

L'Obligation émise par Kohls ( Etas-Unis ) , en USD, avec le code ISIN US500255AN46, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Kohls ( Etas-Unis ) , en USD, avec le code ISIN US500255AN46, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-83788

Prospectus Supplement
(to Prospectus dated June 6, 2002)

$300,000,000

6% DEBENTURES DUE 2033

Kohl's Corporation will pay interest on the debentures on January 15 and July 15 of each year, beginning on July 15,
2003. The debentures will mature on January 15, 2033.

We may redeem the debentures at our option at any time, either in whole or in part, subject to the payment of a
make-whole premium described in this prospectus supplement under the heading "Description of the
Debentures--Optional Redemption."

The debentures will rank equally with our other unsecured senior indebtedness. The debentures will not be listed on any
securities exchange. Currently, there is no public market for the debentures.

Price to
Underwriting Discounts and
Proceeds to

Public
Commissions
Kohl's

Per Debenture

99.253%
.875%

98.378%
Total

$297,759,000
$ 2,625,000

$295,134,000

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

The underwriters expect to deliver the debentures to purchasers on November 21, 2002.
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MORGAN STANLEY

MERRILL LYNCH & CO.

GOLDMAN, SACHS & CO.

BNY CAPITAL MARKETS INC.

BANC ONE CAPITAL MARKETS, INC.

FLEET SECURITIES, INC.

U.S. BANCORP PIPER JAFFRAY

WACHOVIA SECURITIES

November 18, 2002
You should rely only on the information contained in or incorporated by reference in this prospectus supplement
and the accompanying prospectus. We have not authorized anyone to provide you with different information. We
are not making an offer of these securities in any state where the offer is not permitted. You should not assume that
the information contained or incorporated by reference in this prospectus supplement or the accompanying
prospectus is accurate as of any date after the dates on the front of this prospectus supplement or the
accompanying prospectus, as applicable, or for information incorporated by reference, as of the dates of that
information.

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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page

Forward-Looking Statements

S-3
Where You Can Find More Information

S-3
Summary

S-4
Use of Proceeds

S-6
Description of the Debentures

S-6
Certain United States Tax Consequences to Non-United States Holders

S-8
Underwriting

S-11
Legal Matters

S-12
Experts

S-13
PROSPECTUS

About this Prospectus

2
Where You Can Find More Information about Kohl's

2
Cautionary Statements Relating to Forward-Looking Information

3
The Company

3
Use of Proceeds

4
Ratios of Earnings to Fixed Charges

4
The Securities We May Offer

4
Description of Debt Securities

5
Description of Capital Stock

13
Description of Depositary Shares

16
Description of Warrants

19
Book-Entry Securities

22
Plan of Distribution

24
Experts

26
Legal Opinions

26
S-2
FORWARD-LOOKING STATEMENTS

Statements in this prospectus supplement or incorporated by reference in this prospectus supplement that are not
statements of historical fact may be deemed to be "forward-looking statements," subject to protections under federal law.
We intend words such as "believes," "anticipates," "plans," "expects" and similar expressions to identify forward-looking
statements. In addition, statements covering our future performance and our plans, objectives, expectations or intentions
are forward-looking statements, such as statements regarding our debt service requirements, planned capital expenditures,
future store openings and adequacy of capital resources. There are a number of important factors that could cause our
results to differ materially from those indicated by the forward-looking statements, including among others those set forth
in exhibit 99.1 of our annual report on Form 10-K for the fiscal year ended February 2, 2002.
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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are
available to the public over the internet at the SEC's web site at http://www.sec.gov. You may also read and copy any
document we file at the SEC's public reference room located at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, as well as at the regional offices of the SEC located at 223 Broadway, New York, New York 10279 and Citicorp
Center, 500 West Madison Street, Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms and their copy charges.

Our common stock is listed on the New York Stock Exchange. You may also inspect the information we file with the SEC
at the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

We are "incorporating by reference" specified documents that we file with the SEC, which means:

Y
incorporated documents are considered part of this prospectus supplement,

Y
we are disclosing important information to you by referring you to those documents, and

Y
information we file with the SEC will automatically update and supercede this prospectus supplement.

We incorporate by reference the documents listed below and any documents we file in the future with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 that we file after the date of this prospectus
supplement and before the end of the offering of debentures:

Y
our annual report on Form 10-K for the fiscal year ended February 2, 2002;

Y
our quarterly reports on Form 10-Q for the fiscal quarters ended May 4, 2002, and August 3, 2002; and

Y our current report on Form 8-K dated and filed on August 13, 2002 and our current report on Form 8-K dated

November 14, 2002, filed on November 18, 2002.

You may also request a copy of these filings (excluding exhibits), at no cost, by writing or telephoning our chief financial
officer at the following address:

Patricia Johnson
Kohl's Corporation
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
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(262) 703-7000
S-3
SUMMARY

The following summary is qualified in its entirety by the more detailed information included elsewhere or incorporated by
reference in this prospectus supplement and the accompanying prospectus. Because this is a summary, it may not contain
all the information that may be important to you. You should read the prospectus supplement and prospectus in their
entirety, as well as the information incorporated by reference, before making an investment decision. When used in this
prospectus supplement and the accompanying prospectus, unless otherwise required by the context, the terms "Kohl's"
"we," "our" and "us" refer to Kohl's Corporation and its consolidated subsidiaries.

KOHL'S

We operate 457 family oriented, specialty department stores that feature quality, national brand merchandise priced to
provide value to customers. Our stores sell moderately priced apparel, shoes, accessories and home products targeted to
middle-income customers shopping for their families and homes. We offer a convenient shopping experience through
easily accessible locations, well laid out stores, central checkout and good in-stock position which allows the customer to
get in and out quickly. Our stores have fewer departments than traditional, full-line department stores, but offer customers
dominant assortments of merchandise displayed in complete selections of styles, colors and sizes. Central to our pricing
strategy and overall profitability is a culture focused on maintaining a low cost structure. Critical elements of this low cost
structure are our unique store format, lean staffing levels, sophisticated management information systems and operating
efficiencies resulting from centralized buying, advertising and distribution.

Our principal executive offices are located at N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051. Our
telephone number at this location is (262) 703-7000.

The Offering:

The following is a brief summary of certain terms of this offering. For a more complete description of the terms of the
debentures, see "Description of the Debentures" in this prospectus supplement. For a more complete description of the
terms of the indenture, see "Description of Debt Securities" in the accompanying prospectus.

Terms of the Debentures:

Aggregate Principal Amount

$300,000,000.
Interest Rate

6% per year.
Maturity Date

January 15, 2033.
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Interest Payment Dates

January 15 and July 15 of each year, beginning July 15, 2003.
Interest Calculations

Based on 360-day year of twelve 30-day months.
Ranking .
The debentures will rank equally with all other unsecured and unsubordinated

indebtedness of Kohl's Corporation
Optional Redemption
We may redeem the debentures at any time, either in whole or in part, subject to the
payment of a make-whole premium described under "Description of the

Debentures--Optional Redemption."
Sinking Fund

None.
Settlement and Payments

Same-day--immediately available funds.
S-4
Use of Proceeds
We estimate that the net proceeds from the offering will be approximately $295.1
million. We intend to use these proceeds for general corporate purposes and

continued store growth.

General Indenture Provisions Applicable to the Debentures:

Limit on Debt
The indenture does not limit the amount of debt that we may issue, nor does the
indenture provide holders any protection should we be involved in a highly

leveraged transaction.
Certain Covenants
The indenture governing the debentures contains covenants that, among other
things, will limit the ability of Kohl's Corporation and our largest operating

subsidiary, Kohl's Department Stores, Inc., to:

Y incur, issue, assume or guarantee certain additional secured indebtedness, and

Y engage in sale and leaseback transactions.
These covenants are subject to important exceptions and qualifications, which are

described under the heading "Description of Debt Securities--Certain Covenants"

in the accompanying prospectus.
Events of Default

Each of the following is an event of default under the indenture:

Y our failure for 30 days to pay interest when due on the debentures,

Y our failure to pay principal of or premium, if any, on the debentures when due,
Y our failure to perform covenants with respect to the debentures for 60 days after

receipt of notice of failure, and

Y certain events of bankruptcy, insolvency or reorganization of Kohl's Corporation.
Remedies
If an event of default occurs, the trustee under the indenture or holders of at least
25% in aggregate principal amount of outstanding debentures may declare the

principal immediately due and payable.

Concerning the Trustee:

The Bank of New York is the Trustee under the indenture. The Bank of New York maintains normal banking relations
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with us, including participating in and acting as administrative agent under our revolving credit agreements.
S-5
USE OF PROCEEDS

We estimate that we will receive net proceeds from the offering of approximately $295.1 million. We intend to use the
proceeds for general corporate purposes and continued store growth. Until we use the proceeds for these purposes, we will
invest the proceeds in short-term, interest bearing securities.

DESCRIPTION OF THE DEBENTURES

The debentures will be issued under an indenture dated as of December 1, 1995, as amended, between us and The Bank of
New York, as Trustee. This indenture, as amended, is referred to in this supplemental prospectus as the "indenture."

General

The indenture does not limit the amount of debt securities that we may issue and we may issue debt securities under the
indenture from time to time in one or more series.

The debentures will be unsecured and unsubordinated obligations of Kohl's Corporation and will rank equally and ratably
with our other unsecured and unsubordinated obligations.

The debentures will mature on January 15, 2033. The debentures will be initially limited to $300,000,000 aggregate
principal amount, but we may "reopen" the debentures series and issue additional debentures. Interest on the debentures
will be computed on the basis of a 360-day year of twelve 30-day months and will be payable on each January 15 and July
15, commencing on July 15, 2003. Each of these dates is referred to in this prospectus supplement as an "interest payment
date." We will pay interest to the person in whose name a debenture is registered at the close of business on the January 1
or July 1, as the case may be, before such interest payment date.

Payments of principal and interest will be made in accordance with the procedures of The Depository Trust Company, or
"DTC," and its participants in effect from time to time. DTC shall act as the Depository, as described in the indenture.

The provisions of the indenture relating to defeasance and covenant defeasance are applicable to the debentures.

The indenture does not contain covenants or other provisions designed to afford holders of the debentures protection in the
event of a highly leveraged transaction, change in credit rating or other similar occurrence.
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The debentures constitute an obligation of Kohl's Corporation, not of our subsidiaries. Our subsidiaries, however, own
substantially all of our consolidated assets and conduct substantially all of our consolidated operations. As a result, the
debentures are structurally subordinated to the prior claims of our subsidiaries' creditors, including trade creditors, and our
subsidiaries' preferred stockholders, if any, except to the extent that Kohl's Corporation may itself be a creditor with
recognized claims against a subsidiary.

The debentures will be issued only in fully registered book-entry form without coupons in denominations of not less than
$1,000 and integral multiples of $1,000. We do not intend to apply for the listing of the debentures on any securities
exchange.

Optional Redemption

We will have the right to redeem the debentures at any time, in whole or in part, upon at least 30 days notice mailed to the
registered address of each holder of the debentures. We will pay a redemption price equal to the
S-6
greater of (1) 100% of the principal amount of the debentures to be redeemed or (2) the sum of the present values of the
remaining scheduled payments discounted on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at a rate equal to the sum of the treasury rate plus twenty basis points.

If we redeem any debentures, accrued interest on those debentures will be payable to the redemption date.

"Treasury rate" means, for any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of
the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its
principal amount) equal to the comparable treasury price for that redemption date.

"Comparable treasury issue" means the United States Treasury security, selected by a reference treasury dealer appointed
by us, as having a maturity comparable to the remaining term of the debentures to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of those debentures.

"Comparable treasury price" means, for any redemption date, (1) the average of the reference treasury dealer quotations
for that redemption date after excluding the highest and lowest of those reference treasury dealer quotations, or (2) if the
Trustee obtains fewer than five reference treasury dealer quotations, the average of all the quotations.

"Reference treasury dealer" means any nationally recognized investment banking firm that is a primary U.S. Government
securities dealer.
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"Reference treasury dealer quotations" means, for each reference treasury dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the comparable treasury issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by that reference treasury dealer at 3:30 p.m., New
York City time, on the third business day preceding that redemption date.

"Remaining scheduled payments" means, for each debenture to be redeemed, the remaining scheduled payments of
principal and interest on that debenture that would be due after the related redemption date but for that redemption. If that
redemption date is not an interest payment date with respect to that debenture the amount of the next succeeding scheduled
interest payment on that debenture will be reduced by the amount of interest accrued on the debenture, to the redemption
date.

On and after the redemption date, interest will cease to accrue on the debentures or any portion of the debentures called for
redemption (unless we default in the payment of the redemption price and accrued interest). On or before the redemption
date, we will deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued
interest on the debentures to be redeemed on that date. If less than all of the debentures are to be redeemed, the debentures
to be redeemed shall be selected by the Trustee by any method as the Trustee shall deem fair and appropriate.

The debentures will not be entitled to the benefit of any sinking fund or other mandatory redemption provisions.

Book-Entry System; Delivery and Form

Each series of debentures will be issued in the form of one or more fully registered global securities. For purposes of this
prospectus supplement, "global security" refers to the global security or securities representing the entire issue of the
debentures. Each global security will be deposited with the Trustee as custodian for DTC and registered in the name of
Cede & Co., or Cede, as DTC's nominee. Except in limited circumstances, the debentures will not be issued in definitive
certificated form. A global security may be transferred, in whole and not in part, only to DTC or to another nominee of
DTC. See "Book-Entry Securities" in the accompanying prospectus for additional information on DTC and the rules and
operating procedures of DTC.
S-7

Holding Through Euroclear and Clearstream, Luxembourg

If the depositary for a global security is DTC, you may hold interests in the global security through Clearstream Banking,
société anonyme ("Clearstream, Luxembourg"), or Euroclear Bank S.A./NV, as operator of the Euroclear System
("Euroclear"), in each case, as a participant in DTC. Euroclear and Clearstream, Luxembourg will hold interests, in each
case, on behalf of their participants through customers' securities accounts in the names of Euroclear and Clearstream,
Luxembourg on the books of their respective depositaries, which in turn will hold such interests in customers' securities
accounts in the depositaries' names on DTC's books.
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Payments, deliveries, transfers, exchanges, notices and other matters relating to the debentures made through Euroclear or
Clearstream, Luxembourg must comply with the rule and procedures of those systems. Those systems could change their
rules and procedures at any time. We have no control over those systems or their participants and we take no responsibility
for their activities. Transactions between participants in Euroclear or Clearsteam, Luxembourg, on one hand, and other
participants in DTC, on the other hand, would also be subject to DTC's rules and procedures.

Investors will be able to make and receive through Euroclear and Clearstream, Luxembourg payments, deliveries,
transfers, exchanges, notices and other transactions involving any securities held through those systems only on days when
those systems are open for business. Those systems may not be open for business on days when banks, brokers and other
institutions are open for business in the United States.

In addition, because of time-zone differences, U.S. investors who hold their interests in the debentures through these
systems and wish to transfer their interests, or to receive or make a payment or delivery or exercise any other right with
respect to their interests, on a particular day may find that the transaction will not be effected until the next business day in
Luxembourg or Brussels, as applicable. Thus, investors who wish to exercise rights that expire on a particular day may
need to act before the expiration date. In addition, investors who hold their interests through both DTC and Euroclear or
Clearstream, Luxembourg may need to make special arrangements to finance any purchases or sales of their interests
between the U.S. and European clearing systems, and those transactions may settle later than transactions within one
clearing system.

CERTAIN UNITED STATES TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

The following is a general discussion of certain U.S. federal income and estate tax consequences of the ownership and
disposition of a debenture by a non-U.S. holder that will hold such debenture as a capital asset for U.S. federal income tax
purposes. For this purpose, a "non-U.S. holder" is any person or entity that is a beneficial owner of a debenture and, for
U.S. federal income tax purposes, a foreign corporation, a non-resident alien individual, a foreign partnership or a foreign
estate or trust. This discussion does not address all aspects of U.S. federal income and estate taxes that may be relevant to
non-U.S. holders in light of their particular circumstances (such as certain tax consequences applicable to pass-through
entities) and does not deal with foreign, state and local tax consequences. Furthermore, this discussion is based on
provisions of the Internal Revenue Code of 1986, as amended, related regulations and applicable interpretations, as of the
date hereof, all of which are subject to change and different interpretations, possibly with retroactive effect. In the
prospectus supplement, the Internal Revenue Code of 1986, as amended, will be referred to as the "code."

A foreign individual may, subject to certain exceptions, be deemed to be a resident alien (as opposed to a non-resident
alien) with respect to any current calendar year if (1) the individual was present in the United States on at least 31 days
during such year and (2) the sum of the number of days on which such individual was present in the U.S. during the
current year, one-third of the number of such days during the first preceding year, and one-sixth of the number of days
during the second preceding year, equals or exceeds 183 days. Resident aliens are subject to U.S. federal income tax as if
they were U.S. citizens.
S-8
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