Current Report Filing (8-k)
January 30 2020 - 9:29AM
Edgar (US Regulatory)
0000056873
false
0000056873
2020-01-29
2020-01-30
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xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: January 30, 2020
(Date of earliest event reported)
The Kroger Co.
(Exact name of registrant as specified in
its charter)
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Ohio
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No. 1-303
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31-0345740
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common
Stock $1 par value
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KR
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NYSE
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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. ¨
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Item 7.01
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Regulation FD Disclosure.
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In response to investor inquiries regarding the Lucky’s Market decision
to commence a voluntary proceeding in the Delaware bankruptcy court on Monday, January 27, 2019, Kroger issued the following
statement:
As Kroger disclosed in its third quarter earnings announcement,
as a result of a portfolio review, we made the decision to divest our interest in Lucky’s Market. Given this decision to
divest, we recognized an impairment charge of $238 million in the third quarter of 2019. The portion of this charge attributable
to Kroger was $131 million. The impairment charge was a non-cash charge and reflects the write-down of our initial investment in Lucky's
Market as well as additional funding provided to operate and grow the business. As a result of the Lucky’s bankruptcy proceedings,
we expect to deconsolidate Lucky’s from our consolidated financial statements which will result in a non-cash charge for
GAAP purposes in the fourth quarter of 2019. We do not expect any incremental impact on adjusted EPS guidance for fiscal years
2019 or 2020 as a result of the bankruptcy proceeding.
SIGNATURE
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.
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The Kroger Co.
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January 30, 2020
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By:
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/s/
Christine S. Wheatley
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Christine S. Wheatley
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Group Vice President, Secretary and General
Counsel
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