Obligation Kohls 4% ( US500255AR59 ) en USD

Kohls

101.47 % ⇌

Etas-Unis

US500255AR59 ( en USD )

4% par an ( paiement semestriel )

31/10/2021 - Obligation échue

Prospectus brochure de l'obligation Kohls US500255AR59 en USD 4%, échue

2 000 USD

650 000 000 USD

500255AR5

N/A

L'Obligation émise par Kohls ( Etas-Unis ) , en USD, avec le code ISIN US500255AR59, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/10/2021

Final Prospectus Supplement
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424B5 1 d242066d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of each class of
to be
offering price
aggregate
Amount of
securities to be registered

registered

per unit

offering price
Registration fee(1)
4.000% Notes due 2021

$650,000,000
99.451%

$646,431,500
$
74,081.05

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-177252

PROSPECTUS SUPPLEMENT
(To Prospectus dated October 12, 2011)

Kohl's Corporation will pay interest on the notes on May 1 and November 1 of each year, beginning May 1, 2012. The notes
will mature on November 1, 2021. We may redeem the notes in whole or in part at the redemption prices set forth under
"Description of the Notes--Optional Redemption." If we experience a change of control repurchase event, we may be required to
offer to repurchase the notes from holders as described under "Description of the Notes--Repurchase upon Change of Control
Repurchase Event."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior
unsecured indebtedness from time to time outstanding. The notes will be issued only in registered form in denominations of
$2,000 and integral multiples of $1,000 above that amount.
Investing in the notes involves risks that are described under "Risk Factors" beginning on page S-7.

Per Note

Total

Public offering price (1)

99.451%
$646,431,500
Underwriting discount

0.650%
$ 4,225,000
Proceeds, before expenses, to us (1)

98.801%
$642,206,500

(1) Plus accrued interest, if any, from October 17, 2011
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as operator of the Euroclear
System, on or about October 17, 2011.

Joint Book-Running Managers

BofA Merrill Lynch

Morgan Stanley

Wells Fargo Securities
Co-Managers

BMO Capital Markets
BNY Mellon Capital Markets, LLC
Capital One Southcoast
Comerica Securities
Fifth Third Securities, Inc.
Goldman, Sachs & Co.
J.P. Morgan
Mitsubishi UFJ Securities
PNC Capital Markets LLC
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TD Securities
US Bancorp
UBS Investment Bank
The Williams Capital Group, L.P.
October 12, 2011.
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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 jurisdiction 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.

TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-1

Cautionary Statements Relating to Forward-Looking Information
S-1

Prospectus Supplement Summary
S-2

Risk Factors
S-7

Use of Proceeds
S-9

Capitalization
S-9

Description of the Notes
S-10
Material United States Federal Income Tax Consequences
S-19
Underwriting
S-25
Legal Matters
S-28
Prospectus

About This Prospectus
1

Where You Can Find More Information About Kohl's
1

Cautionary Statements Relating to Forward-Looking Information
2

The Company
2

Use of Proceeds
3

Ratios of Earnings to Fixed Charges
3

The Securities We May Offer
3

Description of Debt Securities
4

Description of Capital Stock
13
Description of Depositary Shares
17
Description of Warrants
20
Book-Entry Securities
23
Plan of Distribution
25
Legal Matters
27
Experts
27
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which contains the terms of this offering of notes. The
second part is the prospectus dated October 12, 2011, which is part of our Registration Statement on Form S-3.
This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this
prospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply and
will supersede that information in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement,
the accompanying prospectus and any free writing prospectus we have authorized in making your investment decision. See "Where
You Can Find More Information About Kohl's" in the accompanying prospectus.
No person is authorized to give any information or to make any representations other than those contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus we have authorized and, if
given or made, such information or representations must not be relied upon as having been authorized. This prospectus supplement,
the accompanying prospectus and any free writing prospectus we have authorized do not constitute an offer to sell or the solicitation
of an offer to buy any securities other than the securities described in this prospectus supplement or an offer to sell or the solicitation
of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this
prospectus supplement, the accompanying prospectus or any free writing prospectus we have authorized, nor any sale made
hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date of this
prospectus supplement, or that the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or in any free writing prospectus we have authorized is correct as of any time subsequent to the date of such
information.
The distribution of this prospectus supplement, the accompanying prospectus and any free writing prospectus we may authorize
and the offering of the notes in certain jurisdictions may be restricted by law. This prospectus supplement, the accompanying
prospectus and any free writing prospectus we may authorize do not constitute an offer, or an invitation on our behalf or the
underwriters or any of them, to subscribe to or purchase any of the notes, and may not be used for or in connection with an offer or
solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is
unlawful to make such an offer or solicitation. See "Underwriting."
In this prospectus supplement and the accompanying prospectus, unless otherwise stated, references to "Kohl's," "we," "us" and
"our" refer to Kohl's Corporation and its subsidiaries.
CAUTIONARY STATEMENTS RELATING TO FORWARD-LOOKING INFORMATION
This prospectus supplement and the accompanying prospectus, and the documents incorporated herein and therein by reference,
may contain "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Additionally, we or our representatives may, from time to time, make other written or verbal
forward-looking statements. Those statements relate to developments, results, conditions or other events we expect or anticipate will
occur in the future. Words such as "believes," "anticipates," "may," "should," "could," "plans," "expects" and similar expressions
identify forward-looking statements. Those statements may relate to future revenues, earnings, store openings, market conditions, new
strategies and the competitive environment. Forward-looking statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those indicated by the forward-looking statements. These risks and uncertainties include, but
are not limited to those described in Item 1A of Amendment No. 1 to our annual report on Form 10-K/A for the fiscal year ended
January 29, 2011, which is expressly incorporated into this prospectus supplement and the accompanying prospectus by reference,
and other factors as may periodically be described in our filings with the SEC. Forward-looking statements relate to the date they are
made, and we undertake no obligation to update them except as required by law.

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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about us and this offering. It may not contain all of the information that is
important to you in deciding whether to purchase notes. We encourage you to read the entire prospectus supplement, the
accompanying prospectus, any free writing prospectus we have authorized and the documents that we have filed with the
Securities and Exchange Commission (the "SEC") that are incorporated by reference prior to deciding whether to purchase
notes.
Kohl's Corporation
We operate family-oriented department stores that sell moderately priced apparel, footwear and accessories for women,
men and children; soft home products such as sheets and pillows; and housewares. Our stores generally carry a consistent
merchandise assortment with some differences attributable to regional preferences. Our stores feature quality private and
exclusive brands which are found "Only at Kohl's" as well as national brands. We believe our apparel and home fashions appeal
to classic, modern classic and contemporary customers. As of September 28, 2011, we operated 1,127 stores in 49 states.
In addition, Kohl's offers on-line shopping on our website. Originally designed as an added service for customers who
prefer to shop using the internet, the website has grown to include a selection of items and categories beyond what is available in
stores, with a primary focus on extended sizes, product line extensions, and web-exclusive product lines. The website is designed
to provide a convenient, easy-to-navigate, on-line shopping environment that complements our in-store focus.
An important aspect of 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 which are the result of centralized buying, advertising and distribution.
Primary Initiatives
We have two key committees which focus on opportunities to drive our overall profitability. The mission of the Regional
Assortment Committee is to accelerate sales growth by varying merchandise assortment, marketing and store presentation by
region to reflect the lifestyle preferences and climate needs of our customers. The mission of the In-Store Experience Committee
is to consistently deliver an improved store experience that generates loyalty and grows market share.
The following initiatives have been designed to achieve the goals of these committees:

· Our merchandise content initiatives are focused on increasing market share by expanding Kohl's appeal to a broader

range of customers and by creating value and differentiation with private and exclusive brands which are available
"Only at Kohl's."
The success of our recently-launched brands, as well as our other exclusive and private brands, continue to drive
increased penetration of our exclusive and private labels. Exclusive and private brand sales as a percentage of total
sales increased approximately 290 basis points to 48% for 2010.

· Our marketing initiatives are designed to differentiate Kohl's in the marketplace while maximizing the return on our

marketing investment. Our marketing emphasizes the power of Kohl's savings tools that allow our customer to save
more money like compelling sale events, savings for Kohl's Charge

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cardholders, sale events with no exclusions, and unique "Only at Kohl's" events such as Kohl's Cash and Power

Hours. Our marketing also emphasizes our flexible, no questions asked, return policy.
We use all media types to communicate our marketing message including print advertising, direct mail, e-mail, digital
and social media, our website, television, radio, in-store and mobile access to our website.

· Our inventory management initiatives are designed to ensure that we have the right inventory, in the right stores, at the
right time. Size optimization is focused on ensuring that each of our individual stores has inventory in the correct style,

color and size. Markdown optimization is focused on pricing clearance items at the appropriate price for each
location's inventory and sales history. Increasing our speed-to-market through our concept-to-customer strategy is also
an important inventory management initiative.

· The objective of our in-store shopping experience initiatives is to satisfy the changing needs and expectations of our
customers. We believe practical, easy shopping is about convenience. At Kohl's, convenience includes a neighborhood
location close to home, convenient parking, easily accessible entry, knowledgeable and friendly associates, wide

aisles, a functional store layout, shopping carts/strollers and fast, centralized checkouts. Though our stores have fewer
departments than traditional, full-line department stores, the physical layout of the store and our focus on strong
in-stock positions in style, color and size is aimed at providing a convenient shopping experience.
Expansion
Our expansion strategy has been, and will continue to be, designed to achieve profitable growth. At the time of our initial
public offering in 1992, we had 79 stores in the Midwest. As of September 28, 2011, we operated 1,127 stores. We have stores
in 49 states and in every large and intermediate sized market in the United States.
The Kohl's concept has proven to be transferable to markets across the country. New market entries are supported by
extensive advertising and promotions which are designed to introduce new customers to the Kohl's concept of brands, value and
convenience. Additionally, we have been successful in acquiring, refurbishing and operating locations previously operated by
other retailers. Approximately one-fourth of our current stores are take-over locations, which facilitated our initial entry into
several markets. Once a new market is established, we add additional stores to further strengthen market share and enhance
profitability.
Distribution
We receive substantially all of our merchandise at nine retail distribution centers. A small amount of our merchandise is
delivered directly to the stores by vendors or their distributors. The retail distribution centers, which are strategically located
through the United States, ship merchandise to each store by contract carrier several times a week. We also operate fulfillment
centers in Monroe, Ohio and San Bernardino, California that service our E-Commerce business.
Corporate Information
Kohl's was organized in 1988 as a Wisconsin corporation. Kohl's principal executive offices are located at N56 W17000
Ridgewood Drive, Menomonee Falls, Wisconsin 53051, and its telephone number is (262) 703-7000. Our website is
www.kohls.com. The information on our website is not part of this prospectus supplement.

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The Offering

Issuer
Kohl's Corporation

Securities Offered
$650,000,000 principal amount of 4.000% Notes due 2021

Maturity
The notes will mature on November 1, 2021.

Interest
Interest on the notes will accrue from October 17, 2011. Interest on the notes
will be payable semi-annually in arrears at the rate set forth on the cover page
of this prospectus supplement on May 1 and November 1 of each year, beginning
May 1, 2012.

Optional Redemption
We may redeem the notes at our option, in whole or in part at any time prior to
August 1, 2021 at a redemption price equal to the greater of:

· 100% of the principal amount of the notes being redeemed; and

· the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption), discounted

to the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as
defined in "Description of the Notes--Optional Redemption"), plus 30
basis points,

plus accrued and unpaid interest on the notes to the redemption date.

We may redeem the notes at our option, in whole or in part at any time on or
after August 1, 2021 (three months prior to the maturity date) at a redemption

price equal to 100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid interest on the notes to the redemption date.

Repurchase at the Option of Holders Upon a
If we experience a "Change of Control Repurchase Event" (as defined in
Change of Control Repurchase Event
"Description of the Notes--Repurchase upon Change of Control Repurchase
Event"), we will be required, unless we have exercised our right to redeem the
notes, to offer to repurchase the notes at a purchase price equal to 101% of their
principal amount, plus accrued and unpaid interest to the repurchase date.

Ranking
The notes will be our senior unsecured obligations and will rank equally in right
of payment to our other senior unsecured debt from time to time outstanding. At
July 30, 2011, we had approximately $3,676 million in principal amount of
indebtedness outstanding on a consolidated basis, of which $2,076 million of
subsidiary indebtedness would be structurally senior to the notes.

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Use of Proceeds
The proceeds from this offering will be used to retire at maturity our $100
million aggregate principal amount of 7-3/8% Senior Notes due October 2011
and for general corporate purposes, which may include funding our share
repurchase program, meeting our working capital requirements, the repayment
or refinancing of other debt and funding capital expenditures related to our
continued store growth and our store remodeling program. See "Use of
Proceeds."

Further Issues
We may from time to time, without notice to or the consent of the holders of the
notes of any series, create and issue additional debt securities having the same
terms (except for the issue date, the public offering price and, in some cases, the
first interest payment date) and ranking equally and ratably with the notes of the
applicable series of notes offered hereby in all respects, as described under
"Description of the Notes--General."

Denomination and Form
We will issue each series of notes in the form of one or more fully registered
global notes registered in the name of the nominee of The Depository Trust
Company, or DTC. Beneficial interests in the notes will be represented through
book-entry accounts of financial institutions acting on behalf of beneficial
owners as direct and indirect participants in DTC. Clearstream Banking, société
anonyme and Euroclear Bank, S.A./ N.V., as operator of the Euroclear System,
will hold interests on behalf of their participants through their respective U.S.
depositaries, which in turn will hold such interests in accounts as participants of
DTC. Except in the limited circumstances described in this prospectus
supplement, owners of beneficial interests in the notes will not be entitled to
have notes registered in their names, will not receive or be entitled to receive
notes in definitive form and will not be considered holders of notes under the
indenture. The notes will be issued only in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

Risk Factors
Investing in the notes involves risks. See "Risk Factors" for a description of
certain risks you should particularly consider before investing in the notes.

Trustee
The Bank of New York Mellon Trust Company, N.A., formerly known as The
Bank of New York Trust Company, N.A., as successor to The Bank of New York

Governing Law
New York

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Summary Financial Information
The following table sets forth our summary consolidated financial information at the dates and for the periods presented. Our
fiscal year ends on the Saturday closest to January 31. The fiscal year ended February 3, 2007 was a fifty-three week period
while the other fiscal years presented below were fifty-two week periods. The six months ended July 30, 2011 and July 31, 2010
were both twenty-six week periods. The fiscal year financial information has been derived from our audited financial statements.
The interim financial information has been derived from our unaudited consolidated financial statements and includes, in the
opinion of our management, all normal and recurring adjustments necessary for a fair presentation of the financial information.
The results for the six-month periods do not necessarily indicate the results to be expected for the full year. You should read the
following information in conjunction with our consolidated financial statements and related notes and the other financial and
statistical information that we include or incorporate by reference in this prospectus supplement and the accompanying
prospectus.

Six Months Ended

Fiscal Year

July 30,
July 31,

2011

2010

2010

2009

2008

2007

2006

(Dollars in Millions, except per square foot data)

Statement of Operations Data:

Net sales
$ 8,410 $ 8,135 $18,391 $17,178 $16,389
$16,474
$15,597
Cost of merchandise sold
5,095
4,948
11,359 10,680 10,334 10,460 9,922

Gross margin
3,315
3,187
7,032
6,498
6,055
6,014
5,675

Selling, general and administrative
expenses
1,995
1,957
4,190
3,951
3,769
3,548
3,279

Depreciation and amortization
382

355

750

688

632
535
464

Operating income
938

875

2,092
1,859
1,654
1,931
1,932

Interest expense, net
148

154

304

301

275
228
188

Income before income taxes
790

721

1,788
1,558
1,379
1,703
1,744

Provision for income taxes
290

272

668

585

522
643
654

Net income
$
500 $
4
49
$ 1,120 $
9
73
$
857 $ 1,060 $ 1,090

Balance Sheet Data (end of
period):

Working capital
$ 1,991 $ 3,002 $ 2,861 $ 3,030 $ 1,828
$ 1,903
$ 1,439
Property and equipment, net
8,876
8,792
8,692
8,506
8,402
7,937
6,725

Total assets
13,878 15,011 14,779 14,465 12,588 11,796 10,210
Long-term debt (including current
portion)
1,594
1,894
1,894
1,894
1,893
1,892
896

Capital lease and financing
obligations (including current
portion)
2,076
2,080
2,104
2,046
1,914
1,864
1,750

Shareholders' equity
7,078
8,109
7,850
7,595
6,499
5,890
5,415

Operating Data:

Comparable store sales growth (1) 1.6%
5.9%
4.4%
0.4%
(6.9%)
(0.8%)
5.9%
Net sales per selling square foot (2) $
100 $
1
01
$
222 $
2
17
$
222 $
249 $
2
56
Total square feet of selling space
(in thousands; end of period)
80,597 78,784 80,139 78,396 74,992 69,889 62,357
Number of stores open (end of
period)
1,097
1,067
1,089
1,058
1,004
929
817

(1) Comparable store sales growth for each period is based on sales of stores (including e-commerce sales, relocated or
expanded stores) open throughout the full period and throughout the full prior period. Fiscal 2006 comparable store sales
growth compares the 52 weeks ended January 27, 2007 to the 52 weeks ended January 28, 2006.
(2) Net sales per selling square foot is calculated using net sales of stores open for the full current period, excluding
E-Commerce, divided by their square footage of selling space. The fiscal 2006 net sales per square foot calculation
excludes the impact of the 53rd week.

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