Obligation Kohls 6.25% ( US500255AP93 ) en USD

Kohls

100 % ⇌

Etas-Unis

US500255AP93 ( en USD )

6.25% par an ( paiement semestriel )

15/12/2017 - Obligation échue

Prospectus brochure de l'obligation Kohls US500255AP93 en USD 6.25%, échue

2 000 USD

650 000 000 USD

500255AP9

BBB ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

L'Obligation émise par Kohls ( Etas-Unis ) , en USD, avec le code ISIN US500255AP93, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2017

L'Obligation émise par Kohls ( Etas-Unis ) , en USD, avec le code ISIN US500255AP93, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Kohls ( Etas-Unis ) , en USD, avec le code ISIN US500255AP93, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
Page 1 of 76
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each class of
Amount to be
Maximum offering
Maximum aggregate
Amount of
securities to be registered
registered
price per unit
offering price
Registration fee(1)
6.25% Notes due 2017
$650,000,000
99.510%
$646,815,000
$19,857
6.875% Notes due 2037
$350,000,000
99.776%
$349,216,000
$10,721
(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee due for this offering is $30,578.

(2) $30,700 has already been paid with respect to securities registered pursuant to the Registration Statement on Form S-3 (File No. 333-146279) filed by Kohl's
Corporation on September 25, 2007. After subtracting $30,578 for this offering, $122 remains available for future offerings.
http://www.sec.gov/Archives/edgar/data/885639/000119312507208057/d424b5.htm
10/4/2007

Final Prospectus Supplement
Page 2 of 76
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-146279
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 25, 2007)

$1,000,000,000

Kohl's Corporation

$650,000,000 6.250% NOTES DUE 2017

$350,000,000 6.875% NOTES DUE 2037

Kohl's Corporation will pay interest on the notes on June 15 and December 15 of each year, beginning June 15, 2008. The notes due 2017 will mature on December
15, 2017, and the notes due 2037 will mature on December 15, 2037. We may redeem the notes in whole or in part at any time at the applicable 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 purchase the
notes from holders.

The notes will be senior unsecured obligations of our company 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.

Investing in the notes involves risks that are described under " Risk Factors" beginning on page S-7.

Per Note
Per Note

due 2017

Total

due 2037

Total
Public offering price (1)

99.510 %
$646,815,000
99.776 %
$349,216,000
Underwriting discount

0.650 %
$4,225,000
0.875 %
$3,062,500
Proceeds, before expenses, to us (1)

98.860 %
$642,590,000
98.901 %
$346,153,500
Note:
(1) Plus accrued interest, if any, from September 28, 2007.

http://www.sec.gov/Archives/edgar/data/885639/000119312507208057/d424b5.htm
10/4/2007

Final Prospectus Supplement
Page 3 of 76
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 and the
Euroclear System, on or about September 28, 2007.

Joint Book-Running Managers

Banc of America Securities LLC
JPMorgan
Morgan Stanley

BNY Capital Markets, Inc.
Citi Comerica Securities
Fifth Third Securities, Inc.
NatCity Investments, Inc.
Piper Jaffray
UBS Investment Bank
Wachovia Securities
Wedbush Morgan Securities Inc.
Wells Fargo Securities
William Blair & Company
The Williams Capital Group, L.P.

September 25, 2007.
http://www.sec.gov/Archives/edgar/data/885639/000119312507208057/d424b5.htm
10/4/2007

Final Prospectus Supplement
Page 4 of 76
Table of Contents
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.

TABLE OF CONTENTS

Prospectus Supplement

Prospectus

Page

Page
About This Prospectus Supplement

S-1
About This Prospectus

1
Cautionary Statements Relating to Forward-Looking Information

S-1
Where You Can Find More Information About Kohl's

1
Prospectus Supplement Summary

S-2
Cautionary Statements Relating to Forward-Looking Information

2
Risk Factors

S-7
The Company

2
Use of Proceeds

S-9
Use of Proceeds

2
Capitalization

S-9
Ratios of Earnings to Fixed Charges

3
Description of the Notes

S-10
The Securities We May Offer

3
Material United States Federal Income Tax Consequences

S-18
Description of Debt Securities

3
Underwriting

S-23
Description of Capital Stock

12
Legal Matters

S-25
Description of Depositary Shares

15
Description of Warrants

18
Book-Entry Securities

21
Plan of Distribution

23
Legal Matters

24
Experts

25
http://www.sec.gov/Archives/edgar/data/885639/000119312507208057/d424b5.htm
10/4/2007

Final Prospectus Supplement
Page 5 of 76
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 September 25, 2007, 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 and the accompanying prospectus
in making your investment decision. You should also read and consider the information in the documents to which we have referred you in "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 or the accompanying prospectus and, if given or made, such information or representations must not be relied upon as having been authorized. This
prospectus supplement and the accompanying prospectus 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 and the accompanying prospectus, 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 or the accompanying prospectus is correct as of any time subsequent to the date of such information.

The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be restricted by law. This
prospectus supplement and the accompanying prospectus 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 "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 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. We intend words such as "believes," "anticipates," "may," "should," "could," "plans," "expects" and similar expressions to 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 on Item 1A to our annual report on Form 10-K, which is expressly incorporated
into this prospectus by reference, and other factors as may periodically be described in our filings with the SEC. Forward-looking statements relate to the date made, and
we undertake no obligation to update them.

S-1
http://www.sec.gov/Archives/edgar/data/885639/000119312507208057/d424b5.htm
10/4/2007

Final Prospectus Supplement
Page 6 of 76
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 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

The Company operates family-oriented, specialty department stores that feature quality, exclusive and national brand merchandise priced to provide
exceptional value to customers. The Company's stores sell moderately priced apparel, footwear, accessories and home products targeted to middle-income
customers shopping for themselves, their families and homes. The Company features fashion in apparel and home that would appeal to classic, updated and
contemporary customers. The Company's goal is to broaden its customer reach while meeting the customer's varied fashion preferences. Kohl's offers a convenient
shopping experience through easily accessible locations, well laid out stores, central checkout and good in-stock position which allow the customer to get in and out
quickly. Kohl's 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 the Company's pricing strategy and overall profitability is a culture focused on maintaining a low cost
structure. Critical elements of this low cost structure are the Company's unique store format, lean staffing levels, sophisticated management information systems
and operating efficiencies resulting from centralized buying, advertising and distribution. As of August 4, 2007, the Company operated 834 stores in 46 states.

Merchandising

Kohl's stores feature moderately priced, exclusive and national brand merchandise, which provide exceptional value to customers. Kohl's merchandise is
targeted to appeal to a broad spectrum of customers shopping for themselves, their families and homes. The Company features fashion in apparel and home that
would appeal to classic, updated and contemporary customers. The Company's stores generally carry a consistent merchandise assortment with some differences
attributable to regional preferences. The Company's stores emphasize apparel, accessories and footwear for women, men, and children, soft home products, such as
towels, sheets and pillows, and housewares.

Convenience

Convenience is another important cornerstone of Kohl's business model. At Kohl's, convenience begins before the customer enters the store, with a
neighborhood location close to home. Other aspects of convenience include easily accessible entry, knowledgeable and friendly associates, wide aisles, a functional
store layout, shopping carts/strollers and fast, centralized checkouts. The physical store layout coupled with the Company's focus on strong in-stock position in
color and size is aimed at providing a convenient shopping experience for an increasingly timestarved customer. In addition, Kohl's offers on-line shopping on the
Company's website at www.kohls.com. Designed as an added service for customers who prefer to shop from their homes, the website offers key items, extended
sizes, best selling family apparel, home merchandise and other assortments not found in the brick and mortar stores. The website is designed to provide an easy-to-
navigate, on-line shopping environment that complements the Company's in-store focus on convenience.

Distribution

The Company receives substantially all of its merchandise at nine distribution centers, with the balance delivered directly to the stores by vendors or their
distributors. The distribution centers ship merchandise to each

S-2
http://www.sec.gov/Archives/edgar/data/885639/000119312507208057/d424b5.htm
10/4/2007

Final Prospectus Supplement
Page 7 of 76
Table of Contents
store by contract carrier several times a week. The Company also operates a 900,000 square foot fulfillment center in Monroe, Ohio that services the Company's e-
commerce business.

Expansion

The Company's expansion strategy is designed to achieve profitable growth. Since 1992, the Company has expanded from 79 stores located in the Midwest to
a total of 834 stores as of August 4, 2007 with a presence in seven regions of the country: the Midwest (261 stores), Mid-Atlantic (87 stores), Northeast (127 stores),
Northwest (14 stores), South Central (108 stores), Southeast (103 stores) and Southwest (134 stores).

In support of its geographic expansion, the Company has focused on providing the solid infrastructure needed to ensure consistent execution. Kohl's
proactively invests in distribution capacity and regional management to facilitate the growth in new and existing markets. The Company's central merchandising
organization tailors merchandise assortments to reflect regional climates and preferences. Management information systems support the Company's low cost culture
by enhancing productivity and providing the information needed to make key merchandising decisions.

The Kohl's concept has proven to be transferable to markets across the country. New market entries are supported by extensive advertising and promotions
designed to introduce new customers to the Kohl's concept of brands, value and convenience. Additionally, the Company has been successful in acquiring,
refurbishing and operating locations previously operated by other retailers. Of the 817 stores the Company operated as of February 3, 2007, 190 are take-over
locations, which facilitated the entry into several markets including Chicago, Detroit, Minneapolis, Columbus, Boston, Philadelphia, St. Louis, the New York region
and Hartford/New Haven. Once a new market is established, the Company adds additional stores to further strengthen market share and enhance profitability.

Corporate Information

Kohl's 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.

S-3
http://www.sec.gov/Archives/edgar/data/885639/000119312507208057/d424b5.htm
10/4/2007

Final Prospectus Supplement
Page 8 of 76
Table of Contents
THE OFFERING

Issuer
Kohl's Corporation.

Securities Offered
$650,000,000 6.250% Notes due 2017.

$350,000,000 6.875% Notes due 2037.

Maturity
The notes due 2017 will mature on December 15, 2017. The notes due 2037 will mature on December
15, 2037.

Interest
Interest on the notes will accrue from September 28, 2007. 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 June 15 and
December 15 of each year, commencing June 15, 2008.

Optional Redemption
We may redeem the notes at our option, at any time in whole or from time to time in part 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 below), plus 35 basis points, in the case of the notes due 2017, and 40 basis
points, in the case of the notes due 2037.

We will also pay the accrued and unpaid interest on the notes to the redemption date.

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

Ranking
The notes will be our senior unsecured obligations and will rank equal in right of payment to our other
senior unsecured debt from time to time outstanding. At August 4, 2007, we had approximately $1,350.8
million in principal amount of indebtedness outstanding on a consolidated basis, of which $155.8 million
of subsidiary indebtedness would be structurally senior to the notes.

Use of Proceeds
The proceeds from this offering will be used for general corporate purposes, which may include funding
our share repurchase program. See "Use of Proceeds."

S-4
http://www.sec.gov/Archives/edgar/data/885639/000119312507208057/d424b5.htm
10/4/2007

Final Prospectus Supplement
Page 9 of 76
Table of Contents
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 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, societe 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 Trust Company, N.A., as successor to The Bank of New York.

Governing Law
New York.

S-5
http://www.sec.gov/Archives/edgar/data/885639/000119312507208057/d424b5.htm
10/4/2007

Final Prospectus Supplement
Page 10 of 76
Table of Contents
SUMMARY FINANCIAL INFORMATION

The following table sets forth our summary consolidated financial information at 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 August 4, 2007 and July 27, 2006 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 include, 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 Ended
August 4,
July 29,
February 3,
January 28,
January 29,
January 31,
February 1,

2007
2006
2007

2006
2005
2004
2003

(dollars in thousands, except per square foot data)
Statement of Operations Data:

Net sales
$ 7,161,250
$ 6,497,843
$ 15,544,184
$ 13,402,217
$ 11,700,619
$ 10,282,094
$
9,120,287
Cost of merchandise sold
4,447,005
4,103,130
9,890,513
8,639,278
7,586,992
6,887,033
5,981,219

Gross margin
2,714,245
2,394,713
5,653,671
4,762,939
4,113,627
3,395,061
3,139,068
Selling, general and administrative expenses
1,696,264
1,528,644
3,401,434
2,963,472
2,582,996
2,157,030
1,882,889
Depreciation and amortization
210,834
189,377
387,674
338,916
288,173
239,558
193,497
Preopening expenses
17,337
19,059
49,762
44,370
49,131
47,029
41,198

Operating income
789,810
657,633
1,814,801
1,416,181
1,193,327
951,444
1,021,484
Interest expense, net
20,688
20,206
40,356
70,391
62,452
72,931
56,009

Income before income taxes
769,122
637,427
1,774,445
1,345,790
1,130,875
878,513
965,475
Provision for income taxes
290,945
237,825
665,764
503,830
427,474
332,050
364,950

Net income
$
478,177
$
399,602
$
1,108,681
$
841,960
$
703,401
$
546,463
$
600,525

Balance Sheet Data (end of period):

Working capital
$
904,193
$ 1,401,541
$
1,482,382
$
2,519,642
$
2,187,364
$
1,902,280
$
1,776,029
Property and equipment, net
6,190,119
5,104,521
5,352,974
4,616,303
4,062,942
3,390,122
2,806,182
Total assets
9,763,202
8,648,666
9,041,177
9,153,494
7,979,299
6,690,750
6,310,636
Long-term debt and capital leases
1,040,847
1,041,314
1,040,057
1,046,104
1,103,441
1,075,973
1,058,784
Shareholders' equity
5,832,463
5,318,505
5,603,395
5,957,338
5,033,898
4,211,523
3,531,726
Operating Data:

Comparable store sales growth (1)
2.5%
6.2%
5.9%
3.4%
0.3%
(1.6)%
5.3%
Net sales per selling square foot (2)
$
256
$
252
$
255
$
268
$
284
Total square feet of selling space (in thousands; end of period)
62,357
56,625
49,201
41,447
34,507
Number of stores open (end of period)
834
749
817
732
637
542
457
Notes:
(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 that have been open for the full year divided by their square footage of selling space. The fiscal 2006 net sales per square foot
calculation excludes the impact of the 53rd week.

http://www.sec.gov/Archives/edgar/data/885639/000119312507208057/d424b5.htm
10/4/2007