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Washington, D.C. 20549




Amendment No. 1



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report:  July 21, 2020

(Date of earliest event reported)



The Kroger Co.

(Exact name of registrant as specified in its charter)


Ohio   No. 1-303   31-0345740
(State or other jurisdiction of
  (Commission File Number)   (IRS Employer
Identification No.)


1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)


Registrant’s telephone number, including area code: (513) 762-4000


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on
which registered
Common Stock $1 par value   KR   NYSE


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Explanatory Note


On July 22, 2020, The Kroger Co. filed a Current Report on Form 8-K with the Securities and Exchange Commission to report the Company’s issuance of a press release announcing that the Company had reached a tentative agreement with UFCW local unions. This Amendment to the 8-K corrects the inadvertent omission of the words “to exceed” in the first sentence described below.


Item 7.01 Regulation FD


On July 21, 2020, The Kroger Co. (NYSE:KR) issued a press release announcing that the company has reached a tentative agreement with UFCW local unions and continues to expect to exceed the 2020 outlook shared in its April 1 Business Update for identical sales without fuel, adjusted FIFO operating profit, adjusted EPS, and adjusted free cash flow.




Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  The Kroger Co.
July 22, 2020 By: /s/ Christine S. Wheatley
    Christine S. Wheatley
    Group Vice President, Secretary and General Counsel




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