Filed Pursuant to Rule 433
Registration No. 333-205569
Supplementing the Preliminary Prospectus
Supplement dated July 14, 2015
(To Prospectus dated July 9, 2015)
Kohl’s Corporation
Final Term Sheet
July 14, 2015
$1,100,000,000
$650,000,000 4.250% Notes due 2025
$450,000,000 5.550% Notes due 2045
| Issuer: | Kohl’s Corporation | |||
| Expected Ratings (Moody’s/S&P/Fitch)*: | Baa1 (stable) / BBB (stable) / BBB+ (stable) | |||
| Security: | $650,000,000 4.250% Notes due 2025 (“Notes due 2025”) $450,000,000 5.550% Notes due 2045 (“Notes due 2045”) | |||
| Aggregate Principal Amount: | $1,100,000,000 | |||
| Trade Date: | July 14, 2015 | |||
| Settlement Date: | July 17, 2015 (T+3) | |||
| Interest Payment Dates: | January 17 and July 17 of each year, commencing January 17, 2016 | |||
| Joint Book-Running Managers: | Goldman, Sachs & Co. U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |||
| Senior Co-Managers: | J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Mitsubishi UFJ Securities (USA), Inc. Morgan Stanley & Co. LLC | |||
| Co-Managers: | BMO Capital Markets Corp. BNY Mellon Capital Markets, LLC Capital One Securities, Inc. Comerica Securities, Inc. Fifth Third Securities, Inc. HSBC Securities (USA) Inc. PNC Capital Markets LLC TD Securities (USA) LLC The Williams Capital Group, L.P. | |||
| Notes due 2025 |
Notes due 2045 | |||
| Principal Amount: | $650,000,000 | $450,000,000 | ||
| Maturity Date: | July 17, 2025 | July 17, 2045 | ||
| Coupon (Interest Rate): | 4.250% | 5.550% | ||
| Price to Public: | 99.976% | 99.681% | ||
| Yield to Maturity: | 4.253% | 5.572% | ||
| Spread to Benchmark Treasury: | + 185 bps | + 235 bps | ||
| Benchmark Treasury: | UST 2.125% due May 15, 2025 | UST 2.500% due February 15, 2045 | ||
| Benchmark Treasury Price/Yield: | 97-18+ / 2.403% | 86-09+ /3.222% | ||
| Make-Whole Call: | Prior to April 17, 2025; T+30 bps |
Prior to January 17, 2045; T+35 bps | ||
| Par Call: | On or after April 17, 2025 | On or after January 17, 2045 | ||
| CUSIP/ISIN: | 500255 AU8/US500255AU88 | 500255 AV6/US500255AV61 | ||
*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.
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 1-866-471-2526, U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
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