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( Mark One ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 30 , 2021 . OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number 1-303 Ohio ( State or Other Jurisdiction of Incorporation or Organization ) 1014 Vine Street , Cincinnati , OH ( Address of Principal Executive Offices ) Title of each class Common , $ 1.00 Par Value THE KROGER CO . ( Exact name of registrant as specified in its charter ) to Trading Symbol KR Registrant's telephone number , including area code ( 513 ) 762-4000 Securities registered pursuant to Section 12 ( b ) of the Act : Large accelerated filer X Non - accelerated filer C ( I.R.S. Employer Identification No. ) 31-0345740 Securities registered pursuant to Section 12 ( g ) of the Act : NONE 45202 ( Zip Code ) Name of each exchange on which registered New York Stock Exchange ( Title of class ) Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes > No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No 区 Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes 区 No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes 区 No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Accelerated filer Smaller reporting company 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 . O Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined by Rule 12b - 2 of the Exchange Act ) . Yes ☐ No | The aggregate market value of the voting and non - voting common equity held by non - affiliates computed by reference to the average bid and asked price of such common equity , as of the last business day of the registrant's most recently completed second fiscal quarter ( August 15 , 2020 ) . $ 27.6 billion . The number of shares outstanding of the registrant's common stock , as of the latest practicable date . 751,993,701 shares of Common Stock of $ 1 par value , as of March 24 , 2021 . Documents Incorporated by Reference : Portions of Kroger's definitive proxy statement for its 2020 annual meeting of shareholders , which shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates , are incorporated by reference into Part III of this Report .