Kroger : Prospectus

Section 1: 424B5 (424B5)

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Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-215085

This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated January 7, 2019

Prospectus Supplement to Prospectus dated December 14, 2016

$

The Kroger Co.

$ $

% Senior Notes due 2029 % Senior Notes due 2049

Kroger is offering two series of notes due , 2029 (the "2029 notes"), and due , 2049 (the "2049 notes" and, together with the 2029 notes, the "notes"). Kroger will pay interest on the notes on and of each year. The first interest payment on the notes will be made on , 2019. 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 notes at any time at the applicable redemption prices described in this prospectus supplement, plus accrued and unpaid interest on the notes being redeemed to the date of redemption. 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 this 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 Public	Underwriting	Proceeds, before
Offering Price	Discount	expenses, to Kroger

Per	% note due 2029	%
Total	$
Per	% note due 2049	%

$

%

$ %

% %

Total

$

$

$

The initial public offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue from , 2019 and must be paid by the purchaser if the notes are delivered after , 2019.

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 , 2019.

Joint Book-Running Managers for the 2029 Notes

Wells Fargo Securities	Citigroup	US Bancorp
Joint Book-Running Managers for the 2049 Notes
Wells Fargo Securities	BofA Merrill Lynch	Goldman Sachs & Co. LLC

Prospectus Supplement dated January , 2019.

Table of Contents
Page
S-2
S-3
Use of Proceeds	S-3
Conflicts of Interest	S-3
Description of the Notes	S-4
United States Federal Tax Considerations	S-15
Underwriting	S-22
Conflicts of Interest	S-26
Validity of the Notes	S-27
Experts	S-27
Forward-Looking Statements	S-27
Incorporation by Reference	S-28
About This Prospectus	1
The Company	1
Risk Factors	1
Forward Looking Statements	1
Where You Can Find More Information	2
Consolidated Ratio of Earnings to Fixed Charges	3
Use of Proceeds	3
Plan of Distribution	3
Description of Debt Securities	4
Description of Capital Stock	7
Description of Depositary Shares	9
Description of Warrants	12
Experts	14
Legal Matters	14

TABLE OF CONTENTS

Risk Factors

The Company

Prospectus SupplementProspectus

S-1

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 10, 2018, our total outstanding indebtedness, including capital leases and the current portion thereof, was approximately $15.0 billion. As of November 10, 2018, we maintained a $2.75 billion revolving credit facility that terminates on August 29, 2022. Outstanding borrowings under the credit facility and commercial paper borrowings, and some outstanding letters of credit, reduce funds available under the credit facility. As of November 10, 2018, we had $635 million of outstanding commercial paper and no borrowings under the credit facility. The outstanding letters of credit that reduced the funds available under our credit facility totaled $5.3 million as of November 10, 2018.

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 $15.0 billion of our other indebtedness as of November 10, 2018.

In addition, the condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices of the notes.

Our sources of liquidity are dependent upon our lenders honoring their commitments.

Our $2.75 billion committed revolving credit facility, maturing on August 29, 2022, continues to remain available. Letters of credit totaling $5.3 million as of November 10, 2018 reduce amounts available under the credit facility. Commercial paper borrowings also reduce amounts available under the credit facility. As of November 10, 2018, we had $635 million of outstanding commercial paper. Our liquidity could be affected if our committed lenders are unable or unwilling to honor their contractual obligations to us.

S-2

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 COMPANY

Kroger was founded in 1883 and was incorporated in 1902. We maintain our corporate offices in Cincinnati, Ohio, and as of November 10, 2018, we were one of the largest grocery retailers in the world based on annual sales. We also manufacture and process some of the food for sale in our supermarkets.

As of November 10, 2018, directly or through subsidiaries we operated approximately 2,765 supermarkets, 2,270 pharmacies, 232 retail health clinics, 263 fine jewelry stores, 1,532 supermarket fuel centers, and 37 food production plants in the United States. We also operated directly or through subsidiaries an expanded Pickup offering, which is a personalized, order online, pick up at the store service.

USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately $ billion after deducting the underwriting discounts and estimated offering expenses payable by us. We expect to use the net proceeds of this offering to refinance long-term indebtedness and other indebtedness, including debt that matures in January 2019, and for general corporate purposes.

CONFLICTS OF INTEREST

If any member of the Financial Industry Regulatory Authority ("FINRA") participating in this offering receives 5% or more of the net proceeds of the offering by reason of the repayment of our debt, that member will be deemed to have a "conflict of interest" within the meaning of FINRA Rule 5121, and this offering will be conducted in accordance with that rule. See "Underwriting-Conflicts of Interest."

S-3