Filed Pursuant to Rule 433
Registration No. 333-177252
Kohl’s Corporation
Final Term Sheet
September 18, 2012
$350,000,000 3.250% Notes due 2023
| Issuer: |
Kohl’s Corporation | |
| Expected Ratings (Moody’s/S&P/Fitch)*: |
Baa1/BBB+/BBB+ | |
| Security: |
3.250% Notes due 2023 | |
| Size: |
$350,000,000 | |
| Trade Date: |
September 18, 2012 | |
| Settlement Date: |
September 25, 2012 (T+5**) | |
| Interest Payment Dates: |
February 1 and August 1 of each year, beginning February 1, 2013 | |
| Maturity Date: |
February 1, 2023 | |
| Coupon (Interest Rate): |
3.250% | |
| Price to Public: |
99.994% | |
| Yield to Maturity: |
3.251% | |
| Spread to Benchmark Treasury: |
+ 145 bps | |
| Benchmark Treasury: |
UST 1.625% due August 15, 2022 | |
| Benchmark Treasury Price and Yield: |
98-13; 1.801% | |
| Make-Whole Call: |
Prior to November 1, 2022; T+25bps | |
| Par Call: |
On or after November 1, 2022 | |
| CUSIP/ISIN: |
500255 AS3/US500255AS33 | |
| Joint Book-Running Managers: |
Goldman, Sachs & Co. UBS Securities LLC U.S. Bancorp Investments, Inc. | |
| Co-Managers: |
J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Wells Fargo Securities, LLC | |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
** T+5 Settlement: Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days (such settlement being referred to as “T+3”), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade these securities on the date of this issuer free writing prospectus or the next succeeding business day will be required, by virtue of the fact that these securities initially will settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of these securities who wish to trade these securities on the date of this issuer free writing prospectus or the next succeeding business day should consult their advisors.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co. toll-free at (866) 471-2526, UBS Securities LLC toll-free at (877) 827-6444 ext. 561-3884 or U.S. Bancorp Investments, Inc. toll-free at (877) 558-2607.
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