Bond KrogerCo 2.3% ( US501044CW96 ) in USD

KrogerCo

100 % ⇌

United States

US501044CW96 ( in USD )

2.3% per year ( payment 2 times a year)

15/01/2019 - Bond has expired

Prospectus brochure of the bond Kroger US501044CW96 in USD 2.3%, expired

2 000 USD

500 000 000 USD

501044CW9

N/A

Kroger is America's largest supermarket chain, operating a diverse portfolio of retail formats including supermarkets, multi-department stores, and convenience stores under various banners.

The Bond issued by KrogerCo ( United States ) , in USD, with the ISIN code US501044CW96, pays a coupon of 2.3% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/01/2019

http://www.sec.gov/Archives/edgar/data/56873/000104746913011237/a...
424B5 1 a2217745z424b5.htm 424B5
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Table of Contents
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-192842
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities
To Be Registered

Maximum Offering Price
Amount of Registration Fee(1)

Floating Rate Senior Notes due
2016
$500,000,000

$64,400

1.200% Senior Notes due 2016
$300,000,000

$38,640

2.300% Senior Notes due 2019
$500,000,000

$64,400

3.300% Senior Notes due 2021
$700,000,000

$90,160

$257,600

(1)
Pursuant to Rule 456(b), calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Prospectus Supplement to Prospectus dated December 13, 2013.
$2,000,000,000
$500,000,000 Floating Rate Senior Notes due 2016
$300,000,000 1.200% Senior Notes due 2016
$500,000,000 2.300% Senior Notes due 2019
$700,000,000 3.300% Senior Notes due 2021
Kroger is offering one series of floating rate notes due October 17, 2016 (the "floating rate notes") and three series of fixed rate
notes due October 17, 2016 (the "2016 notes"), January 15, 2019 (the "2019 notes"), and January 15, 2021 (the "2021 notes," and
together with the 2016 notes and the 2019 notes, the "fixed rate notes"). The floating rate notes and the fixed rate notes are referred to
collectively as the "notes." Kroger will pay interest on the 2016 notes on April 17 and on October 17 of each year. The first interest
payment on the 2016 notes will be made on April 17, 2014. Kroger will pay interest on the 2019 notes and the 2021 notes on
January 15 and on July 15 of each year. The first interest payment on the 2019 notes and the 2021 notes will be made on July 15,
2014. Kroger will pay interest on the floating rate notes quarterly, on January 17, April 17, July 17, and October 17, of each year. The
first interest payment on the floating rate notes will be made on April 17, 2014. The notes will be issued only in denominations of
$2,000 and integral multiples of $1,000 in excess thereof.
Kroger has the right to redeem all or any portion of the fixed rate notes at any time at the applicable redemption prices
described in this prospectus supplement, plus accrued and unpaid interest. The floating rate notes may not be redeemed prior to
maturity. The fixed rate notes will be subject to a special mandatory redemption in the event that the merger among The Kroger Co.,
Hornet Acquisition, Inc. and Harris Teeter Supermarkets, Inc. (the "Merger") pursuant to the agreement dated July 8, 2013 (the
"Merger Agreement") is not consummated on or prior to September 30, 2014, or the Merger Agreement is terminated other than in
connection with the consummation of the Merger and is not otherwise amended or replaced. In such an event, the fixed rate notes will
be redeemed at a price described in this prospectus supplement. If a change of control triggering event as described herein occurs,
unless Kroger has exercised its option to redeem the notes, Kroger will be required to offer to repurchase the notes at the price
described in this prospectus supplement.
See "Risk Factors" beginning on page S-2 of the prospectus supplement to read about certain factors you should consider
before buying notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
Initial
Proceeds,
Public Offering
Underwriting
Before Expenses,

Price

Discount

to Kroger

Per floating rate note due 2016

100.000%
0.350%
99.650%
Total
$ 500,000,000 $ 1,750,000 $ 498,250,000
Per 1.200% note due 2016

99.937%
0.350%
99.587%
Total
$ 299,811,000 $ 1,050,000 $ 298,761,000
Per 2.300% note due 2019

99.852%
0.600%
99.252%
Total
$ 499,260,000 $ 3,000,000 $ 496,260,000
Per 3.300% note due 2021

99.755%
0.625%
99.130%
Total
$ 698,285,000 $ 4,375,000 $ 693,910,000
The initial public offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue from
December 23, 2013 and must be paid by the purchaser if the notes are delivered after December 23, 2013.
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The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for
the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the
Euroclear System, against payment in New York, New York on December 23, 2013.
Joint Book-Running Managers
BofA Merrill Lynch

US Bancorp

Wells Fargo Securities
Citigroup

RBS
Co-Managers
BNY Mellon Capital Markets, LLC

Fifth Third Securities, Inc.

Mitsubishi UFJ Securities

RBC Capital Markets
PNC Capital Markets LLC

CastleOak Securities, L.P.

The Williams Capital Group, L.P.
Prospectus Supplement dated December 16, 2013.
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Table of Contents
Table of Contents

Page
Prospectus Supplement

Risk Factors

S-2
The Company

S-4
Use of Proceeds

S-4
Description of the Notes

S-5
United States Federal Tax Considerations
S-19
Underwriting
S-25
Conflicts of Interest
S-29
Validity of the Notes
S-29
Experts
S-29
Forward-Looking Statements
S-30
Incorporation by Reference
S-30
Prospectus

About This Prospectus

2
Risk Factors

2
Forward Looking Statements

3
Where You Can Find More Information

3
Our Company

4
Consolidated Ratio of Earnings to Fixed Charges

5
Use of Proceeds

5
Plan of Distribution

6
Description of Debt Securities

7
Description of Capital Stock

10
Description of Depositary Shares

13
Description of Warrants

16
Experts

18
Legal Matters

18
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RISK FACTORS
You should carefully consider the risk factors included in our SEC filings as well as the following matters in deciding whether to
purchase the notes.
Our indebtedness could adversely affect us by reducing our flexibility to respond to changing business and economic conditions
and increasing our borrowing costs.
As of November 9, 2013, our total outstanding indebtedness, including capital leases and the current portion thereof, and
excluding the market value adjustment required by GAAP for interest rate hedges, was approximately $8.3 billion. As of
November 9, 2013, we maintained a $2.0 billion revolving credit facility that terminates on January 25, 2017. Outstanding
borrowings under the credit facility and commercial paper borrowings, and some outstanding letters of credit, reduce funds available
under the credit facility. In addition to the credit facility, as of November 9, 2013 we maintained two uncommitted money market lines
totaling $75 million in the aggregate. The money market lines allow us to borrow from banks at mutually agreed upon rates, usually at
rates below the rates offered under the credit facility. As of November 9, 2013, we had $425 million of outstanding commercial
paper and no borrowings under the credit facility or money market lines. The outstanding letters of credit that reduced the funds
available under our credit facility totaled $13 million as of November 9, 2013.
This indebtedness could reduce our ability to obtain additional financing for working capital, acquisitions or other purposes and
could make us more vulnerable to economic downturns and competitive pressures. Our needs for cash in the future will depend on
many factors that are difficult to predict. These factors include results of operations, the timing and cost of acquisitions and efforts to
expand existing operations.
We believe that we will have sufficient funds from all sources to meet our needs over the next several years. We cannot assure
you, however, that our business will generate cash flow at or above current levels. If we are unable to generate sufficient cash flow
from operations in the future to pay our debt and make necessary investments, we will be required to:
·
refinance all or a portion of our existing debt;
·
seek new borrowings;
·
forego strategic opportunities; or
·
delay, scale back or eliminate some aspects of our operations.
If necessary, any of these actions could have a material negative impact on our business, financial condition or results of
operations.
The notes will effectively rank equal in right of payment with approximately $8.3 billion of our other indebtedness as of
November 9, 2013.
Our sources of liquidity are dependent upon our lenders honoring their commitments.
Our $2.0 billion committed revolving credit facility, maturing on January 25, 2017, continues to remain available and we have
drawn under predecessors to this facility, as necessary. Letters of credit totaling $13 million as of November 9, 2013 reduce amounts
available under the credit facility. Commercial paper borrowings also reduce amounts available under the credit facility. As of
November 9, 2013, we had $425 million of outstanding commercial paper. In addition, we maintain uncommitted money market lines
totaling $75 million. Our liquidity could be affected if our committed lenders are unable or unwilling to honor their contractual
obligations to us.
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Our operations may be negatively impacted by a variety of factors.
We obtain sales growth from new square footage, as well as from increased productivity from existing stores. Our ability to
generate sales and earnings could be adversely affected by the increasingly competitive environment in which we operate. In
addition, a prolonged labor dispute, delays in opening new stores, changes in the economic climate, unexpected changes in product
cost, weather conditions and natural disasters, government regulations, or other unanticipated events, could adversely affect our
operations.
The amount of interest payable on the floating rate notes is set only once per period based on the three-month LIBOR on the
interest determination date, which rate may fluctuate substantially.
In the past, the level of three-month LIBOR has experienced significant fluctuations. You should note that historical levels,
fluctuations and trends of three-month LIBOR are not necessarily indicative of future levels. Any historical upward or downward
trend in three-month LIBOR is not an indication that three-month LIBOR is more or less likely to increase or decrease at any time
during a floating rate interest period, and you should not take the historical levels of three-month LIBOR as an indication of its future
performance. You should further note that although actual three-month LIBOR on an interest payment date or at other times during an
interest period may be higher than three-month LIBOR on the applicable interest determination date, you will not benefit from
three-month LIBOR at any time other than on the interest determination date for such interest period. As a result, changes in
three-month LIBOR may not result in a comparable change in the market value of the floating rate notes.
Uncertainty relating to the LIBOR calculation process may adversely affect the value of your floating rate notes.
Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations
into whether the banks that provide rates to the British Bankers' Association, or the BBA, in connection with the calculation of LIBOR
may have been under-reporting or otherwise manipulating or attempting to manipulate LIBOR.
Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined.
At this time, it is not possible to predict the effect of any such changes and any other reforms to LIBOR that may be enacted in the
United Kingdom or elsewhere. Uncertainty as to the nature of such potential changes may adversely affect the trading market for
LIBOR-based securities, including the floating rate notes.
We may be unable to redeem any or all of the notes in the event of a special mandatory redemption.
If the Merger has not been completed by September 30, 2014, or if prior to September 30, 2014, the Merger Agreement is
terminated other than in connection with the consummation of the Merger and is not otherwise amended or replaced, we will be
obligated to redeem all of the fixed rate notes (but not the floating rate notes) at a redemption price equal to 101% of the aggregate
principal amount of the notes, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date (as defined
herein). See "Description of the Notes -- Special Mandatory Redemption." We are not obligated to place the proceeds of the fixed
rate notes in escrow prior to the completion of the Merger or to provide a security interest in those proceeds, and there are no other
restrictions on our use of these proceeds during such time. Accordingly, we will need to fund any special mandatory redemption using
proceeds that we have voluntarily
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retained or from other sources of liquidity. In the event of a special mandatory redemption, we may not have sufficient funds to
purchase any or all of the fixed rate notes.
THE COMPANY
Kroger was founded in 1883 and was incorporated in 1902. We maintain our corporate offices in Cincinnati, Ohio, and as of
November 9, 2013, we were one of the largest grocery retailers in the United States based on annual sales.
As of November 9, 2013, directly or through subsidiaries we operated approximately 2,414 supermarkets and multidepartment
stores, 786 convenience stores, 1,218 supermarket fuel centers, and 327 fine jewelry stores. Some of the convenience stores were
franchised to third parties. We also operated directly or through subsidiaries 37 manufacturing facilities that permit us to offer quality,
low-cost private label products.
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $1.985 billion after deducting the underwriting
discount and estimated offering expenses payable by us. We expect to use the proceeds of this offering, together with cash on hand and
commercial paper borrowings, to fund the Merger and for general corporate purposes.
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DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes (referred to in the accompanying prospectus as the "debt
securities") supplements, and to the extent it is inconsistent with the description in the prospectus, it replaces the description of the
general terms and provisions of the debt securities in the prospectus. We will issue the notes under an indenture dated June 25, 1999,
as it may be amended and supplemented from time to time, between Kroger and Firstar Bank, National Association, now known as
U.S. Bank National Association, as trustee. We have summarized select portions of the indenture below. The summary is not complete
and is qualified by reference to the indenture.
General
The floating rate notes initially will be limited to $500,000,000 aggregate principal amount, subject to our ability to issue
additional notes that may be of the same series as the floating rate notes as described under "Further Issues." The 2016 notes initially
will be limited to $300,000,000 aggregate principal amount, subject to our ability to issue additional notes that may be of the same
series as the 2016 notes as described under "Further Issues." The 2019 notes initially will be limited to $500,000,000 aggregate
principal amount, subject to our ability to issue additional notes that may be of the same series as the 2019 notes described under
"Further Issues." The 2021 notes initially will be limited to $700,000,000 aggregate principal amount, subject to our ability to issue
additional notes that may be of the same series as the 2021 notes as described under "Further Issues." The floating rate notes will
mature on October 17, 2016. The 2016 notes will mature on October 17, 2016. The 2019 notes will mature on January 15, 2019. The
2021 notes will mature on January 15, 2021.
The notes rank equally in right of payment with all of our existing and future unsecured senior debt. The notes rank senior to any
future subordinated indebtedness.
The notes will effectively rank equal in right of payment with approximately $8.3 billion of other indebtedness of the company
as of November 9, 2013.
The notes are unsecured and not entitled to any sinking fund.
The notes will initially be issued only in registered, book-entry form, in denominations of $2,000 and integral multiples of
$1,000 as described under "Book-Entry Procedures." We will issue global securities in denominations equal to the total principal
amount of outstanding notes of the series represented by the global securities.
Interest on the Fixed Rate Notes
The fixed rate notes will bear interest from December 23, 2013 at the rates shown on the front cover of this prospectus
supplement. Interest on the 2016 notes is payable semiannually on April 17 and October 17 of each year, commencing on April 17,
2014, to the person in whose name such note is registered at the close of business on April 2 or October 2, as the case may be,
immediately preceding such interest payment dates. Interest on the 2019 notes and the 2021 notes is payable semiannually on
January 15 and July 15 of each year, commencing on July 15, 2014, to the person in whose name such note is registered at the close of
business on January 1 or July 1, as the case may be immediately preceding such payment dates. Interest on the fixed rate notes will be
computed on the basis of a 360-day year of twelve 30-day months.
If any interest payment date or the maturity date of the fixed rate notes does not fall on a business day, payment of interest or
principal otherwise payable on that day will be made on the
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next succeeding business day with the same effect as if made on the actual interest payment date or the maturity date of the fixed rate
notes, as the case may be, and no interest will accrue for the period from and after such interest payment date or maturity date.
"Business day" means any day other than a Saturday or Sunday or a day on which banking institutions in New York City or Cincinnati,
Ohio are authorized or obligated by law or executive order to close.
Interest on the Floating Rate Notes
The floating rate notes will bear interest from December 23, 2013 at a variable rate. Interest on the floating rate notes is payable
quarterly on January 17, April 17, July 17 and October 17 of each year, commencing on April 17, 2014, to the person in whose name
such note is registered at the close of business on the 15th calendar day (whether or not a business day) preceding the respective
interest payment date.
The floating rate notes will bear interest for each interest period at a rate per annum calculated by the calculation agent, which
shall initially be the trustee, subject to the maximum interest rate permitted by New York law or other applicable state law, as such
law may be modified by United States law of general application. The per annum rate at which interest on the floating rate notes will
be payable during the initial interest period will be based on an interpolated LIBOR (between three-month and six-month LIBOR),
determined two London business days before December 23, 2013, plus 0.53%. The per annum rate at which interest on the floating
rate notes will be payable during each subsequent interest period will be equal to three-month LIBOR, determined on the interest
determination date for that interest period, plus 0.53%. The rate of interest on each floating rate note will be reset on the interest reset
date for each relevant interest period.
If any interest payment date or interest reset date or the maturity date for the floating rate notes would otherwise be a day that is
not a LIBOR business day, such interest payment date or interest reset date shall be the next succeeding LIBOR business day, unless
the next succeeding LIBOR business day is in the next succeeding calendar month, in which case such interest payment date or interest
reset date or the maturity date shall be the immediately preceding LIBOR business day.
"business day" means any day other than a Saturday or Sunday or a day on which banking institutions in New York City or
Cincinnati, Ohio are authorized or obligated by law or executive order to close.
"designated LIBOR page" means the display on Page LIBOR01 of Reuters (or any successor service) for the purpose of
displaying the London interbank offered rates of major banks for U.S. dollars (or such other page as may replace that page on that
service (or any successor service) for the purpose of displaying such rates).
"interest determination date" means the second London business day immediately preceding the first day of the relevant interest
period.
"interest period" means the period commencing on any interest payment date for the floating rate notes (or, with respect to the
initial interest period only, commencing on December 23, 2013) to, but excluding, the next succeeding interest payment date for the
floating rate notes, and in the case of the last such period, from and including the interest payment date immediately preceding the
maturity date to but not including such maturity date. If the maturity date is not a LIBOR business day, then the principal amount of the
floating rate notes plus accrued and unpaid interest thereon shall be paid on the next succeeding LIBOR business day and no interest
shall accrue for the maturity date, or any day thereafter.
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