Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement Number 333-215085


The Kroger Co.




Pricing Term Sheet
Dated January 17, 2017




The Kroger Co.

Ratings (Moody’s / S&P / Fitch)*:


Baa1 / BBB / BBB

Security Type:


Senior Notes

Trade Date:


January 17, 2017

Settlement Date:


January 24, 2017 (T+5)

Principal Amount:



Maturity Date:


February 1, 2047




Benchmark Treasury:


UST 2.25% due August 15, 2046

Benchmark Treasury Price / Yield:


86-03+ / 2.958%

Spread to Benchmark Treasury:


T + 150 basis points

Yield to Maturity:



Price to Public:



Interest Payment Dates:


February 1 and August 1, commencing on August 1, 2017

Make-Whole Call:


Treasury Rate plus 25 basis points (prior to August 1, 2046)

Par Call:


On or after August 1, 2046 (six months prior to maturity)



501044 DG3 / US501044DG38



$2,000 x $1,000

Joint Book-Running Managers:


Merrill Lynch, Pierce, Fenner & Smith



RBC Capital Markets, LLC

U.S. Bancorp Investments, Inc.

Citigroup Global Markets Inc.

Mizuho Securities USA Inc.

MUFG Securities Americas Inc.



BB&T Capital Markets, a division of BB&T Securities, LLC

BNY Mellon Capital Markets, LLC

Fifth Third Securities, Inc.

Goldman, Sachs & Co.

PNC Capital Markets LLC





Santander Investment Securities Inc.

Wells Fargo Securities, LLC

Drexel Hamilton, 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.


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 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, RBC Capital Markets, LLC toll-free at 1-866-375-6829, or U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607.


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.