Obligation Kohls 4.25% ( US500255AU88 ) en USD

Kohls

92.44 % ▲

Etas-Unis

US500255AU88 ( en USD )

4.25% par an ( paiement semestriel )

16/07/2025

Prospectus brochure de l'obligation Kohls US500255AU88 en USD 4.25%, échéance 16/07/2025

2 000 USD

650 000 000 USD

500255AU8

BBB- ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

17/07/2024 ( Dans 62 jours )

L'Obligation émise par Kohls ( Etas-Unis ) , en USD, avec le code ISIN US500255AU88, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/07/2025

L'Obligation émise par Kohls ( Etas-Unis ) , en USD, avec le code ISIN US500255AU88, 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 US500255AU88, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d19984d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-205569
CALCULATION OF REGISTRATION FEE

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

registered

price per unit

offering price
registration fee(1)
4.250% Notes due 2025

$650,000,000

99.976%

$649,844,000

$75,511.88
5.550% Notes due 2045

$450,000,000

99.681%

$448,564,500

$52,123.19

(1)Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 9, 2015)
$1,100,000,000

Kohl's Corporation
$650,000,000 4.250% NOTES DUE 2025
$450,000,000 5.550% NOTES DUE 2045

Kohl's Corporation will pay interest on the $650,000,000 4.250% notes due 2025 (the "notes due 2025") and the $450,000,000 5.550% notes
due 2045 (the "notes due 2045" and, together with the notes due 2025, the "notes") on January 17 and July 17 of each year, beginning January 17,
2016. The notes due 2025 will mature on July 17, 2025, and the notes due 2045 will mature on July 17, 2045. We may redeem either series of
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 with respect to a series of notes, we may be required to offer to repurchase the notes of such series 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-9.

Per Note
Total Notes
Per Note
Total Notes

due 2025

due 2025

due 2045

due 2045

Public offering price(1)

99.976%
$649,844,000
99.681%
$448,564,500
Underwriting discount

0.650%
$
4,225,000
0.875%
$
3,937,500
Proceeds, before expenses, to us(1)

99.326%
$645,619,000
98.806%
$444,627,000

(1)
Plus accrued interest, if any, from July 17, 2015, if settlement occurs after that date.
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.
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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., on or about July 17, 2015.

Joint Book-Running Managers

Goldman, Sachs & Co.

US Bancorp

Wells Fargo Securities
Senior Co-Managers

BofA Merrill Lynch

J.P. Morgan

Morgan Stanley

MUFG
Co-Managers
BMO Capital Markets
BNY Mellon Capital Markets, LLC
Capital One Securities
Comerica Securities
Fifth Third Securities
HSBC
PNC Capital Markets LLC
TD Securities
The Williams Capital Group, L.P.
July 14, 2015
Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying
prospectus and any free writing prospectus we have authorized. 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-9
Use of Proceeds
S-11
Capitalization
S-12
Description of the Notes
S-13
Material United States Federal Income Tax Consequences
S-22
Underwriting
S-28
Legal Matters
S-33
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

2
Ratios of Earnings to Fixed Charges

3
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The Securities We May Offer

3
Description of Debt Securities

3
Description of Capital Stock

12
Description of Depositary Shares

15
Description of Warrants

17
Book-Entry Securities

20
Plan of Distribution

23
Legal Matters

25
Experts

25
Table of Contents
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 July 9, 2015 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 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 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 for 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. Our fiscal year ends on the Saturday closest to January 31st. Unless otherwise stated, references to years
in this prospectus supplement and the accompanying prospectus relate to fiscal years rather than to calendar years.
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, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. 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

S-1
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Table of Contents
those indicated 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 31, 2015, which is incorporated into this prospectus supplement and the
accompanying prospectus by reference, and other factors as may periodically be described in our filings with the Securities and Exchange
Commission (the "SEC"). Forward-looking statements speak as of the date they are made, and we undertake no obligation to update them except as
required by law.

S-2
Table of Contents
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 SEC that are incorporated by reference prior to
deciding whether to purchase notes.
Kohl's Corporation
As of May 2, 2015, we operated 1,164 department stores in 49 states and an E-Commerce website (www.Kohls.com). We sell
moderately-priced private label, exclusive and national brand apparel, footwear, accessories, beauty and home products. Our stores generally
carry a consistent merchandise assortment with some differences attributable to regional preferences. Our website includes merchandise which
is available in our stores, as well as merchandise which is available only on-line.
Our strategic framework, which we refer to as "The Greatness Agenda," is built on five pillars - amazing product, incredible savings,
easy experience, personalized connections and winning teams.
Amazing product provides a renewed focus on providing the right merchandise mix, being locally relevant and tailoring products to
every customer across every shopping channel. We strive to offer the appropriate balance between the fashion that our customers want and the
everyday basics that they need.
Our merchandise mix includes both national brands and private and exclusive brands which are available only at Kohl's. In 2015, we
have continued our emphasis on national brands as we believe they drive customer traffic and sales increases. National brands generally have
higher selling prices than private and exclusive brands.
Most of our private brands are well-known established brands such as Apt. 9, Croft & Barrow, Jumping Beans, SO and Sonoma Life +
Style. Selling prices for our private brands are generally lower than exclusive and national brands.
Exclusive brands are developed and marketed through agreements with nationally-recognized brands. Examples of our exclusive brands
include Food Network, Jennifer Lopez, Marc Anthony, Rock & Republic and Simply Vera Vera Wang. Exclusive brands have selling prices
which are generally lower than national brands, but higher than private brands.
We frequently add new products, brands and categories in order to maintain freshness in our inventory assortment and drive customer
traffic to our stores and website. In 2014, we launched the Fitbit, IZOD, Juicy Couture, Gaiam, Nespresso and PUMA brands as well as
various Jumping Beans collections featuring Disney characters.
Another example of new products that customers can find in many of our stores and on-line is our new beauty departments which offer
brands which were not previously available at Kohl's. We expect to further expand our beauty offerings in 2015 when we launch Bliss beauty
and apparel products. As of the end of 2014, approximately half of our stores have newly-renovated beauty departments. We expect to have
the new beauty department in approximately 900 stores by the end of 2015.
The goal of incredible savings is to help every customer get more from every dollar. For many years, we have offered special discounts
during our Kohl's Cash promotions and for being a Kohl's-branded private label credit card holder. In 2014, we launched a nationwide loyalty
program called Yes2You rewards. Customers who enroll earn rewards based on the dollar amount of purchases that they make. As of year-
end 2014, approximately 25 million customers had enrolled.

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S-3
Table of Contents
We're able to offer incredible savings to our customers because of our ongoing commitment to a lean operating model. Critical elements
of this low-cost structure are our unique store format; lean staffing levels; sophisticated systems which enhance productivity and support
personalization, predictive analytics and real-time savings offers; and operating efficiencies which are the result of centralized buying,
advertising and distribution.
We are also making significant investments to create an easy experience for our customers wherever or however they choose to engage
with us. Whether they are shopping in one of our stores, from their mobile devices or from their laptops, we are creating a consistent
experience to ensure that our customers can connect with us wherever and however they wish. In 2014, we focused on improving the tablet
and smart phone shopping experience and tested buy on-line and pick up in store in approximately 100 stores. We now offer this shopping
option in all of our stores.
Personalized connections is about building lasting relationships with our customers. To build personalized connections during the
shopping experience, we are focused on localizing and tailoring what we sell and how we communicate our product. This ensures that our
products and offers are personally relevant to each and every customer. At the same time, personalized connections is about contributing to
causes such as children's health and education or the environment, so our customers know we are sensitive to the issues that are important to
them.
The final pillar is winning teams, which focuses on building teams of engaged, talented, empowered and results-oriented management
and employees.
Distribution
We receive substantially all of our store 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 throughout the
United States, ship merchandise to each store by contract carrier several times a week. On-line sales are shipped from four Kohl's fulfillment
centers, from third-party fulfillment centers, from our retail distribution centers, directly by third-party vendors, and from a majority of our
stores. We expect to have ship-from-store capabilities in all of our stores by the end of 2015.
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.
Recent Developments
On June 29, 2015, we commenced a cash tender offer (the "Tender Offer") for up to a maximum aggregate principal amount of
$600,000,000 of our outstanding 6.250% Notes due 2017, 7.250% Debentures due 2029, 6.000% Debentures due 2033, and 6.875% Notes
due 2037 (collectively, the "Tender Offer Notes"), subject to the completion of one or more new debt financing transactions on terms
satisfactory to us and resulting in the receipt of net proceeds sufficient to pay for the principal amount of the Tender Offer Notes purchased in
the Tender Offer and other conditions. The consummation of this offering is not contingent upon the successful completion of the Tender
Offer. We cannot assure you that the Tender Offer will be completed on the terms described in this prospectus supplement, or at all, nor can
we assure you that the Tender Offer will result in any series of the Tender Offer Notes being tendered and accepted for purchase. Nothing in
this prospectus supplement shall be construed as an offer to purchase any series of the Tender Offer Notes, as the Tender Offer is

S-4
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being made only to the recipients of, and upon the terms and conditions set forth in, the related offer to purchase. We may amend, extend,
terminate or withdraw the Tender Offer in relation to one or more series of Tender Offer Notes, in each case subject to applicable law.
As of 5:00 p.m., Eastern time, on July 13, 2015, the early tender deadline for the Tender Offer, an aggregate principal amount of
$767,038,000 of Tender Offer Notes had been validly tendered and not validly withdrawn.
On July 14, 2015, we increased the maximum aggregate principal amount of Tender Offer Notes to be accepted in the Tender Offer from
$600,000,000 to $767,038,000.
We currently intend to commence the redemption of all of the 6.250% Notes due 2017 (the "2017 Notes") that remain outstanding
following the consummation of the Tender Offer. As of the early tender deadline, $650,000,000 of the 2017 Notes were outstanding and
$332,454,000 of the 2017 Notes had been validly tendered and not validly withdrawn in the Tender Offer. Subject to certain exceptions, none
of such tendered 2017 Notes may be withdrawn. Any such redemption would be made in accordance with the terms of the 2017 Notes which
provide for a redemption price equal to the greater of (i) 100% of the principal amount of the 2017 Notes being redeemed or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of 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 such term is defined in the 2017 Notes) plus 35 basis points, plus accrued and unpaid interest to the date of
redemption. We are not obligated to undertake any such redemption, and there can be no assurance that we will redeem any 2017 Notes that
remain outstanding after consummation of the Tender Offer or as to the timing of any such redemption or the amount of 2017 Notes that may
be subject to any such redemption.

S-5
Table of Contents
The Offering

Issuer
Kohl's Corporation

Securities Offered
$650,000,000 4.250% Notes due 2025.

$450,000,000 5.550% Notes due 2045.

Maturity
The notes due 2025 will mature on July 17, 2025.

The notes due 2045 will mature on July 17, 2045.

Interest
Interest on the notes will accrue from July 17, 2015. Interest on the notes will be payable
semi-annually in arrears at the rates set forth on the cover page of this prospectus
supplement on January 17 and July 17 of each year, beginning January 17, 2016.

Optional Redemption
We may redeem the notes due 2025 at our option, in whole or in part at any time prior
to April 17, 2025 (three months prior to the maturity date of the notes due 2025) and the
notes due 2045 at our option, in whole or in part any at any time prior to January 17,
2045 (six months prior to the maturity date of the notes due 2045), 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, in the case of the notes due 2025, and 35 basis points, in the
case of the notes due 2045,
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plus accrued and unpaid interest on the notes to the redemption date.

In addition, we may redeem the notes due 2025 at our option, in whole or in part at any
time on or after April 17, 2025 (three months prior to the maturity date of the notes due
2025) and the notes due 2045 at our option, in whole or in part at any time on or after

January 17, 2045 (six months prior to the maturity date of the notes due 2045), 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 Change If we experience a "Change of Control Repurchase Event" (as defined in "Description
of Control Repurchase Event
of the Notes--Repurchase upon Change of Control Repurchase Event") with respect to a
series of notes, we will be required, unless we have exercised our right to redeem such
notes, to offer to

S-6
Table of Contents
repurchase the notes of such series at a repurchase 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 May 2,
2015, we had approximately $4,753 million in principal amount of indebtedness
outstanding on a consolidated basis, of which $1,953 million of subsidiary indebtedness
would be structurally senior to the notes.

Use of Proceeds
We intend to use the net proceeds from this offering (i) to pay for the principal amount
of the Tender Offer Notes purchased in the Tender Offer and (ii) to redeem the principal
amount of any of the 2017 Notes not tendered in connection with the Tender Offer. We
intend to use the remaining net proceeds, if any, for general corporate purposes. 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 a series offered hereby, create and issue additional debt securities having the same
terms (except for the issue date and, in some cases, the public offering price and the first
interest payment date) and ranking equally and ratably with the notes of such series in
all respects, as described under "Description of the Notes--General."

Denomination and Form
We will issue the notes of each series 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., 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.

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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.

S-7
Table of Contents
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 2012 fiscal year presented below was a fifty-three week period and the remaining fiscal years
presented below were fifty-two week periods. The three months ended May 2, 2015 and May 3, 2014 were both thirteen 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 three-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.

Three Months Ended

Fiscal Year

May 2, 2015
May 3, 2014

2014

2013
2012(d)

2011
2010

(Dollars in Millions, Except Per Square Foot Data)

Statements of Income Data:

Net sales

$
4,123
$
4,070 $ 19,023 $ 19,031 $ 19,279
$ 18,804 $ 18,391
Cost of merchandise sold

2,600

2,574 12,098 12,087 12,289
11,625 11,359

Gross margin

1,523

1,496

6,925

6,944

6,990

7,179

7,032
Selling, general and administrative expenses

1,016

1,000

4,350

4,313

4,267

4,243

4,190
Depreciation and amortization

227

216

886

889

833

778

750

Operating income

280

280

1,689

1,742

1,890

2,158

2,092
Interest expense, net

84

85

340

338

329

299

304

Income before income taxes

196

195

1,349

1,404

1,561

1,859

1,788
Provision for income taxes

69

70

482

515

575

692

668

Net income
$
127
$
125
$
867
$
889
$
986
$ 1,167
$ 1,120

Operating Data:
Net sales growth

1.3%

(3.1)%
-- %
(1.3)%
2.5%

2.2%
7.1%
Comparable sales growth(a)

1.4%

(3.4)%
(0.3)%
(1.2)%
0.3%

0.5%
4.4%
Net sales per selling square foot(b)
$
49
$
49
$
226
$
227
$
231
$
232
$
231
As a percent of sales:
Gross margin

36.9%

36.8%
36.4%
36.5%
36.3%

38.2%
38.2%
Operating income

6.8%

6.9%
8.9%
9.2%
9.8%

11.5%
11.4%
Return on average shareholders' equity(c)

2.2%

2.1%
14.7%
14.8%
15.8%

16.4%
14.1%
Total square feet of selling space (in thousands)

83,849

83,715
83,750
83,671
83,098
82,226
80,139
Number of stores (end of period)

1,164

1,160

1,162

1,158

1,146

1,127

1,089
Balance Sheet Data (end of period):
Working capital
$
2,844
$
2,494
$ 2,839
$ 2,556
$ 2,184
$ 2,222
$ 2,888
Total assets

14,563

14,114
14,431
14,357
13,905
14,148
14,891
Long-term debt

2,793

2,792

2,793

2,792

2,492

2,141

1,894
Capital lease and financing obligations

1,953

2,031

1,968

2,069

2,061

2,103

2,104
Shareholders' equity

6,017

5,857

5,991

5,978

6,048

6,508

7,850
Cash flow from operations

102

179

2,024

1,884

1,265

2,139

1,750
Capital expenditures

176

176

682

643

785

927

801

(a) Comparable sales growth is based on sales for stores (including relocated or remodeled stores) which were open throughout both the full current and prior year
periods and omni-channel sales. Fiscal 2013 comparable sales growth compares the 52 weeks ended February 1, 2014 to the 52 weeks ended January 26, 2013.
Fiscal 2012 comparable sales growth compares the 52 weeks ended January 26, 2013 to the 52 weeks ended January 28, 2012.
(b) Net sales per selling square foot includes on-line sales and stores open for the full current period. 2012 excludes the impact of the 53rd week.
(c) Average shareholders' equity is based on a 5-quarter average.
(d) Fiscal 2012 was a 53-week year. During the 53rd week, total sales were $169 million; selling, general and administrative expenses were approximately $30
million; interest was approximately $2 million; net income was approximately $15 million and diluted earnings per share was approximately $0.06.

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RISK FACTORS
You should carefully consider the following risk factors, the risk factors described in Item 1A to our annual report on Form 10-K for the
fiscal year ended January 31, 2015 as well as the other information included in or incorporated by reference into this prospectus supplement and the
accompanying prospectus, before making an investment decision. The following is not intended as, and should not be construed as, an exhaustive
list of relevant risk factors. There may be other risks that a prospective investor should consider that are relevant to its own particular circumstances
or generally.
The notes are effectively subordinated to the existing and future liabilities of our subsidiaries.
The notes are our senior unsecured obligations and will rank equally in right of payment to our other senior unsecured debt from time to time
outstanding. The notes are not secured by any of our assets. Any future claims of secured lenders with respect to assets securing their loans will be
prior to any claim of the holders of the notes with respect to those assets. At May 2, 2015, we had no secured indebtedness.
Our subsidiaries are separate and distinct legal entities from us. Our subsidiaries have no obligation to holders of the notes to pay any
amounts due on the notes or to provide us with funds to meet our payment obligations on the notes. In addition, any payment of dividends, loans or
advances by our subsidiaries could be subject to statutory or contractual restrictions. Payments to us by our subsidiaries will also be contingent
upon the subsidiaries' earnings and business considerations. Our right to receive any assets of any of our subsidiaries upon their bankruptcy,
liquidation or reorganization, and therefore the right of the holders of the notes to participate in those assets, will be effectively subordinated to the
claims of that subsidiary's creditors, including trade creditors. In addition, even if we are a creditor of any of our subsidiaries, our right as a creditor
would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us. At
May 2, 2015, we had approximately $4,753 million in principal amount of indebtedness outstanding on a consolidated basis, of which $1,953
million of subsidiary indebtedness would be structurally senior to the notes.
The indenture under which the notes will be issued does not restrict the amount of additional debt that we may incur.
The notes and indenture under which the notes will be issued do not place any limitation on the amount of unsecured debt that may be
incurred by us. Our incurrence of additional debt may have important consequences for you as a holder of the notes, including making it more
difficult for us to satisfy our obligations with respect to the notes, a loss in the trading value of your notes, if any, and a risk that the credit rating of
the notes is lowered or withdrawn.
Our credit ratings may not reflect all risks of your investment in the notes.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in
our credit ratings will generally affect the market value of the notes. These credit ratings may not reflect the potential impact of risks relating to
structure or marketing of the notes. Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at
any time by the issuing organization. Each agency's rating should be evaluated independently of any other agency's rating.
If an active trading market does not develop for the notes, you may be unable to sell your notes or to sell your notes at a price that you
deem sufficient.
The notes are new issues of securities for which there currently is no established trading market. We do not intend to list the notes of either
series on a national securities exchange. While the underwriters of the notes have advised us that they intend to make a market in the notes, the
underwriters will not be obligated to do so and may stop their market-making at any time. No assurance can be given:

· that a market for the notes will develop or continue;

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· as to the liquidity of any market that does develop; or
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· as to your ability to sell any notes you may own or the price at which you may be able to sell your notes.
We may not be able to repurchase the notes upon a change of control.
Upon the occurrence of specific kinds of change of control events, unless we have exercised our right to redeem the notes, each holder of
notes will have the right to require us to repurchase all or any part of such holder's notes at a price equal to 101% of their principal amount, plus
accrued and unpaid interest, if any, to the date of repurchase. If we experience a Change of Control Repurchase Event, there can be no assurance
that we would have sufficient financial resources available to satisfy our obligations to repurchase the notes. Our failure to repurchase the notes as
required under the indenture governing the notes would result in a default under the indenture, which could have material adverse consequences for
us and the holders of the notes. See "Description of the Notes--Repurchase Upon a Change of Control Repurchase Event."

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USE OF PROCEEDS
The net proceeds to us from the sale of the notes will be approximately $1,089 million (after deducting underwriting discounts and our
offering expenses). We intend to use the net proceeds from this offering (i) to pay for the principal amount of the Tender Offer Notes purchased in
the Tender Offer and (ii) to redeem the principal amount of any of the 2017 Notes not tendered in connection with the Tender Offer. We intend to
use the remaining net proceeds, if any, for general corporate purposes. Pending application of the proceeds of the sale of the notes, we intend to
invest such proceeds in short-term investments.

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CAPITALIZATION
The following table sets forth, as of May 2, 2015, our consolidated cash and cash equivalents and short-term debt, long-term debt and
shareholders' equity on an actual basis and as adjusted to give effect to the sale of the notes and the application of the proceeds therefrom as
described in "Use of Proceeds." You should read this table in conjunction with our consolidated financial statements and related notes thereto
which are incorporated by reference in this prospectus supplement and the accompanying prospectus.

At May 2, 2015

As

Actual
Adjusted

Dollars in Millions

Cash and cash equivalents

$ 1,195
$ 1,199

Short-term debt:
Current portion of capital lease and financing obligations
$
113
$
113

Total short-term debt

113

113

Long-term debt:
6.250% Notes due 2017(1)
$
650
$
--
4.000% Notes due 2021

650

650
3.250% Notes due 2023

350

350
4.750% Notes due 2023

300

300
7.250% Debentures due 2029(1)

200

99
6.000% Debentures due 2033(1)

300

166
6.875% Notes due 2037(1)

350

150
4.250% Notes due 2025 offered hereby

--

650
5.550% Notes due 2045 offered hereby

--

450
Capital lease and financing obligations
1,840
1,840
Unamortized debt discount

(7)

(6)

Total long-term debt, capital lease and financing obligations
4,633
4,649

Shareholders' equity:
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Document Outline

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