KROGER CO — Capital/Financing Update 2020

Jan 6, 2020

FWP 1 a19-26735_3fwp.htm FWP

*Issuer Free Writing Prospectus*

*Filed Pursuant to Rule 433*

*Registration Statement Number 333-231727*

*The Kroger Co.*

Pricing Term Sheet Dated January 6, 2020

Issuer:	The Kroger Co.
Security Type:	Senior Notes
Trade Date:	January 6, 2020
Settlement Date:	January 13, 2020 (T+5)
Denominations:	$2,000 x $1,000
Ratings (Moody’s / S&P)*:	Baa1 / BBB
Principal Amount:	$750,000,000
Maturity Date:	January 15, 2050
Coupon:	3.950%
Benchmark Treasury:	UST 2.250% due August 15, 2049
Benchmark Treasury Price / Yield:	99-19 / 2.269%
Spread to Benchmark Treasury:	T + 170 basis points
Yield to Maturity:	3.969%
Price to Public:	99.668% of the principal amount
Interest Payment Dates:	January 15 and July 15, commencing on July 15, 2020
Optional Redemption Provisions:
Make-whole Call:	Treasury Rate plus 30 basis points (prior to July 15, 2049)
Par Call:	On or after July 15, 2049 (six months prior to maturity)
CUSIP/ISIN:	501044 DN8 / US501044DN88
Joint Book-Running Managers:	BofA Securities, Inc.
	Mizuho Securities USA LLC
	RBC Capital Markets, LLC
	Citigroup Global Markets Inc.
	Fifth Third Securities, Inc.
	MUFG Securities Americas Inc.
Co-Managers:	BNY Mellon Capital Markets, LLC
	Goldman Sachs & Co. LLC
	PNC Capital Markets LLC
	Santander Investment Securities Inc.

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CastleOak Securities, L.P.

*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 BofA Securities, Inc. toll-free at 1-800-294-1322, Mizuho Securities USA LLC toll-free at 1-866-271-7403 or RBC Capital Markets, LLC toll-free at 1-866-375-6829.*

*Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.*

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