Obligation Kohls 3.25% ( US500255AS33 ) en USD

Kohls

99.71 % ▲

Etas-Unis

US500255AS33 ( en USD )

3.25% par an ( paiement semestriel )

31/01/2023 - Obligation échue

Prospectus brochure de l'obligation Kohls US500255AS33 en USD 3.25%, échue

2 000 USD

350 000 000 USD

500255AS3

BBB- ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

L'Obligation émise par Kohls ( Etas-Unis ) , en USD, avec le code ISIN US500255AS33, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2023

L'Obligation émise par Kohls ( Etas-Unis ) , en USD, avec le code ISIN US500255AS33, 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 US500255AS33, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/885639/000119312512397015/...
424B5 1 d412446d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-177252
CALCULATION OF REGISTRATION FEE

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

registered

per security

offering price

registration fee
3.250% Notes due 2023

350,000,000
99.994%

$349,979,000
$40,107.59

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated October 12, 2011)
$350,000,000

Kohl's Corporation will pay interest on the $350,000,000 3.250% notes due 2023 (the "notes") on February 1 and August 1 of
each year, beginning February 1, 2013. The notes will mature on February 1, 2023. 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-8.

Per

Note

Total

Public offering price (1)

99.994%
$349,979,000
Underwriting discount

0.600%
$ 2,100,000
Proceeds, before expenses, to us (1)

99.394%
$347,879,000
(1) Plus accrued interest, if any, from September 25, 2012

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 September 25, 2012.

Joint Book-Running Managers

Co-Managers

BofA Merrill Lynch
J.P. Morgan
Morgan Stanley
Wells Fargo Securities

September 18, 2012

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You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any free writing prospectus we file with the SEC. 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,
the accompanying prospectus or any free writing prospectus is accurate as of any date after the dates on the front of this
prospectus supplement, the accompanying prospectus or any free writing 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-3

Risk Factors
S-8

Use of Proceeds
S-10
Capitalization
S-11
Description of the Notes
S-12
Material United States Federal Income Tax Consequences
S-21
Underwriting
S-27
Legal Matters
S-30
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
12

Description of Depositary Shares
16

Description of Warrants
18

Book-Entry Securities
21

Plan of Distribution
23

Legal Matters
25

Experts
25

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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

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by the forward-looking statements. These risks and uncertainties include, but are not limited to those described in Item 1A of our
annual report on Form 10-K for the fiscal year ended January 28, 2012, 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. Our apparel and home fashions appeal to classic,
modern classic and contemporary customers. As of July 28, 2012, we operated 1,134 stores in 49 states.
In addition, Kohl's offers on-line shopping on our website at www.Kohls.com. Launched in 2001 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.
Meaningful Brands
The success of our recently-launched brands, as well as the growth of our other exclusive and private brands, continue to
drive increased penetration of our exclusive and private brand sales as a percentage of total sales. This penetration increased
approximately 240 basis points to 50.3% for 2011.
In-Store Shopping Experience
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 for an increasingly time-starved customer.
Expansion
At the time of our initial public offering in 1992, we had 79 stores in the Midwest. As of July 28, 2012, we operated 1,134
stores. We have stores in 49 states and in every large and intermediate sized market in the United States.
Though our expansion rate has slowed in recent years, our new store program continues to target profitable growth
opportunities. We plan to continue to focus our future expansion efforts on opportunistic acquisitions as well as fill-in stores in
our better performing markets.

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Remodels are also an important part of our in-store shopping experience initiatives as we believe it is extremely important
to maintain our existing store base. We have effectively compressed the remodel duration period which minimizes costs and
disruption to our stores and benefits our sales and customer experience.
We believe the transferability of the Kohl's retailing strategy; our experience in acquiring and converting pre-existing stores
and in building new stores; and our substantial investment in store remodels, management information systems, centralized
distribution and headquarters functions provide a solid foundation for our existing operations and further expansion.
Distribution
We receive substantially all of our merchandise at our 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; San Bernardino, California; Edgewood, Maryland and De Soto, Texas 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 our 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
$350,000,000 principal amount of 3.250% Notes due 2023

Maturity
The notes will mature on February 1, 2023.

Interest
Interest on the notes will accrue from September 25, 2012. 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 February 1 and August 1 of each year,
beginning February 1, 2013.

Optional Redemption
We may redeem the notes at our option, in whole or in part at any time prior to
November 1, 2022 (three months prior to the maturity date) 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 25 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 November 1, 2022 (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 28, 2012, we had approximately $4,241 million in principal amount of
indebtedness outstanding on a consolidated basis, of which $2,091 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 for general corporate purposes,
which may include funding our share repurchase program, meeting our working
capital requirements, 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
offered hereby in all respects, as described under "Description of the Notes--
General."

Denomination and Form
We will issue the 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 years presented below were fifty-two week periods. The six
months ended July 28, 2012 and July 30, 2011 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 28,
July 30,

2012

2011

2011

2010

2009

2008

2007

(Dollars in Millions, except per square foot data)

Statement of Operations
Data:

Net sales
$ 8,447
$ 8,410 $18,804 $18,391 $17,178 $16,389
$16,474
Cost of merchandise sold
5,281
5,095
11,625 11,359 10,680 10,334 10,460

Gross margin
3,166
3,315
7,179
7,032
6,498
6,055
6,014

Selling, general and
administrative expenses
1,977
1,995
4,243
4,190
3,951
3,769
3,548

Depreciation and amortization 411

382

778

750

688

632
535

Operating income
778
938

2,158
2,092
1,859
1,654
1,931

Interest expense, net
162
148

299

304

301

275
228

Income before income taxes
616
790

1,859
1,788
1,558
1,379
1,703

Provision for income taxes
222
290

692

668

585

522
643

Net income
$
394 $
500 $ 1,167 $ 1,120 $
973 $
857 $ 1,060

Balance Sheet Data (end of
period):

Working capital
$ 1,840
$ 2,018 $ 2,222 $ 2,861 $ 3,030 $ 1,828
$ 1,903
Property and equipment, net
9,010
8,876
8,905
8,692
8,506
8,402
7,937

Total assets
13,829 13,974 14,131 14,849 14,465 12,588 11,796
Long-term debt (including
current portion)
2,141
1,594
2,141
1,894
1,894
1,893
1,892

Capital lease and financing
obligations (including current
portion)
2,091
2,076
2,103
2,104
2,046
1,914
1,864

Shareholders' equity
6,188
7,078
6,508
7,850
7,595
6,499
5,890

Operating Data:

Comparable store sales growth
(1)
(1.3%)
1.6%
0.5%
4.4%
0.4%
(6.9%)
(0.8%)
Net sales per selling square foot
(2)
$
97 $
100 $
220 $
222 $
217 $
222 $
249
Total square feet of selling
space (in thousands; end of
period)
82,549 80,597 82,226 80,139 78,396 74,992 69,889
Number of stores open (end of
period)
1,134
1,097
1,127
1,089
1,058
1,004
929

(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.
(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.

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