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KR · Kroger

50 filings

10-K

KR 10-K Annual Reports

Kroger - 50 annual reports

Filing record · 2016–202610-K1210-Q328-K137

KR filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 137 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Oct ’17Oct ’17
  2. Leadership change8-K · Dec ’19Dec ’19
  3. FY2022 annual report10-K · Mar ’22Mar ’22
  4. Impairment8-K · Dec ’25Dec ’25
  1. 2026

    Kroger Annual Report, Year Ended Jan 31, 2026

    The Kroger Co. reported fiscal 2025 (52 weeks ended January 31, 2026) results marked by a $2.5 billion fulfillment network impairment and related charges. Sales were $147.64 billion, up 0.4% from $147.12 billion, and sales without fuel rose 1.4% to $134.06 billion. Operating profit fell to $1.89 billion from $3.85 billion, while adjusted FIFO operating profit increased 4.9% to $4.91 billion. Net earnings attributable to The Kroger Co. were $1.02 billion, or $1.54 per diluted share, down 58.0%. Excluding adjusted items, net earnings per diluted share were $4.85, up 8.5%. Identical sales excluding fuel and adjusted items increased 2.9%, and eCommerce sales rose 16%. The company generated $7.31 billion in operating cash flow, returned $4.3 billion to shareholders through share repurchases and dividends, and held $3.33 billion in cash at year-end. Total debt including finance leases was $17.6 billion, and the leverage ratio under the credit facility was 1.54 to 1, against a 3.50 to 1 default threshold. The company stated its target of maintaining an investment grade rating and returning to a net total debt to adjusted EBITDA ratio of 2.30 to 2.50. Management expects its value creation model to deliver total shareholder return within a range of 8% to 11% over time. The filing also notes the company closed certain automated fulfillment facilities in January 2026, and that Gregory S. Foran became Chief Executive Officer in February 2026. The filing discloses ongoing litigation with Albertsons over the terminated merger, which seeks a $600 million termination fee, and opioid settlement liabilities totaling $132 million current and $981 million long-term at year-end. Additional risk areas include a labor-intensive workforce with more than two-thirds of associates covered by collective bargaining agreements, and multi-employer pension exposure that management estimates at about $1.2 billion net of tax as of December 31, 2025.

    Mar 31, 2026
  2. 2025

    Kroger Annual Report, Year Ended Feb 1, 2025

    The Kroger Co. reported fiscal 2024 (52 weeks ended February 1, 2025) sales of $147.1 billion, down from $150.0 billion in 2023, which included a 53rd week (the Extra Week). Sales without fuel and the Extra Week rose to $132.2 billion from $131.0 billion, and identical sales excluding fuel increased 1.5%. Operating profit rose to $3.85 billion from $3.10 billion, and net earnings attributable to The Kroger Co. were $2.67 billion, or $3.67 per diluted share. Excluding the Adjusted Items and the Extra Week, adjusted net earnings per diluted share were $4.47, compared with $4.56 in 2023. Management highlighted digital sales of more than $13.0 billion, alternative profit operating profit of $1.35 billion, and a 17% increase in third-party media revenue excluding the Extra Week. Capital allocation was the major theme of the year. Kroger issued $10.5 billion of senior notes to fund a portion of the proposed Albertsons merger consideration, then redeemed $4.7 billion of special mandatory redemption notes after the merger was terminated on December 11, 2024. The company entered into a $5.0 billion accelerated share repurchase agreement and returned $5.1 billion to shareholders through repurchases and dividends. Cash flow from operations was $5.79 billion, down from $6.79 billion, and total debt including finance leases rose to $17.9 billion. Albertsons has sued for a $600 million termination fee, which Kroger disputes and has countersued over. Leadership changed in March 2025, with Ronald L. Sargent serving as Interim Chief Executive Officer and Chairman and Todd A. Foley as Interim Chief Financial Officer. The company resumed share repurchases, declared a quarterly dividend of $0.32 per share, and reiterated a target total shareholder return of 8% to 11% over time. Opioid settlement payments and multi-employer pension exposure remain significant long-term obligations.

    Apr 1, 2025
  3. 2024

    Kroger Annual Report, Year Ended Feb 3, 2024

    The Kroger Co. reported fiscal 2023 (53 weeks ended February 3, 2024) sales of $150.04 billion, up 1.2% from $148.26 billion in 2022, while net earnings attributable to The Kroger Co. declined 3.6% to $2.16 billion. Diluted EPS was $2.96, down 3.3%, but excluding adjusted items and the 53rd week (the "Extra Week"), adjusted EPS rose 7.8% to $4.56. The decline in reported results was driven primarily by $1.5 billion of opioid settlement charges, and operating profit fell 25.0% to $3.10 billion. Cash flow from operations rose to $6.79 billion from $4.50 billion, and the company returned $796 million through dividends. Identical sales excluding fuel grew 0.9%, but would have grown 2.3% without the reduction in pharmacy sales from the termination of the Express Scripts agreement. The filing is dominated by the pending merger with Albertsons, agreed October 13, 2022, at $34.10 per share before a $6.85 special dividend adjustment (expected to be $27.25). Kroger and Albertsons agreed in September 2023 to a divestiture plan with C&S Wholesale Grocers for 413 stores and related assets for approximately $1.9 billion. The FTC instituted an administrative proceeding on February 26, 2024 and sued in federal court to block the merger, and state attorneys general in Washington and Colorado have also sued. The filing lists a scheduled preliminary injunction hearing in the federal case for August 26, 2024. Share repurchases were paused in 2022, with $1.0 billion remaining under the September 2022 authorization, and total debt fell $1.2 billion to $12.2 billion. Leverage remains within the company's target range of 2.30 to 2.50 net total debt to adjusted EBITDA, which the company says it is committed to maintaining along with its investment grade rating. Investors should weigh the strong cash generation and dividend growth against the regulatory uncertainty surrounding the Albertsons transaction, the ongoing opioid settlement payments, and the lower reported operating profit.

    Apr 2, 2024
  4. 2023

    Kroger Annual Report, Year Ended Jan 28, 2023

    The Kroger Co. reported fiscal 2022 (52 weeks ended January 28, 2023) sales of $148.26 billion, up 7.5% from $137.89 billion in 2021, and net earnings attributable to The Kroger Co. of $2.24 billion, or $3.06 per diluted share, compared with $1.66 billion, or $2.17 per diluted share, in 2021. Excluding Adjusted Items, net earnings per diluted share were $4.23, a 14.9% increase from $3.68. Identical sales excluding fuel rose 5.6%, and Our Brands represented over $30 billion of sales. Operating profit was $4.13 billion, and adjusted FIFO operating profit was $5.08 billion. The LIFO charge rose to $626 million from $197 million, attributed to higher product cost inflation, primarily in grocery. Cash provided by operating activities was $4.50 billion, versus $6.19 billion in 2021. The company's pending merger with Albertsons Companies, Inc., announced October 13, 2022, dominates the outlook. The filing states the transaction implies a total enterprise value of approximately $24.6 billion and expects closing in early 2024, subject to regulatory clearance. Kroger has committed a $17.4 billion bridge facility, reduced to $12.65 billion after $4.75 billion of term loans were committed, and paused share repurchases in the third quarter of 2022 to prioritize de-leveraging. A $600 million termination fee applies if the agreement is terminated at the Outside Date while all conditions other than regulatory approval are satisfied. Other items include a $164 million goodwill and fixed asset impairment at Vitacost.com, an $85 million opioid settlement with New Mexico, and an estimated $2.5 billion share of multi-employer pension underfunding, up about $1.4 billion. Total debt including finance leases was $13.4 billion, and the company paid $0.94 per share in dividends during 2022, with a quarterly dividend of $0.26 declared in March 2023.

    Mar 28, 2023
  5. 2022

    Kroger Annual Report, Year Ended Jan 29, 2022

    The Kroger Co. reported fiscal 2021 (52 weeks ended January 29, 2022) with sales of $137.89 billion, up 4.1%, driven mainly by supermarket fuel sales, which rose 54.7%. Sales excluding fuel increased 0.2%, against a strong prior year, and identical sales excluding fuel rose 0.2%, for a two-year stacked growth rate of 14.3%. Net earnings attributable to The Kroger Co. fell 36.0% to $1.66 billion, or $2.17 per diluted share, while adjusted net earnings per diluted share rose 6.1% to $3.68. Operating profit increased 25.1% to $3.48 billion, and adjusted FIFO operating profit rose 6.3% to $4.31 billion. The filing attributes the GAAP earnings decline largely to adjusted items, including a $449 million charge for multi-employer pension withdrawal liabilities and an $821 million unrealized loss on the Ocado investment. Cash flow from operations was $6.19 billion, and the company returned $2.2 billion to shareholders through share repurchases of $1.65 billion and dividends of $589 million. Total debt including finance leases decreased $49 million to $13.4 billion. Management reaffirmed a net total debt to adjusted EBITDA target of 2.30 to 2.50 and a long-term total shareholder return target of 8% to 11%. The company also cited higher LIFO charges of $197 million amid rising product cost inflation, and a 2022 dividend of $0.21 per share declared for payment on June 1, 2022. Kroger continues to frame its strategy around fresh, Our Brands, personalization, and seamless digital offerings, with digital sales two-year stacked growth of 113% and alternative profit streams contributing an incremental $150 million of operating profit in 2021. The company also disclosed an estimated $1.1 billion share of underfunding in multi-employer pension plans, and it reported a $1.8 billion in cash and temporary cash investments at year end.

    Mar 29, 2022
  6. 2021

    Kroger Annual Report, Year Ended Jan 30, 2021

    The Kroger Co. reported fiscal 2020 (52 weeks ended January 30, 2021) sales of $132.50 billion, up 8.4% from $122.29 billion in 2019, with net earnings attributable to The Kroger Co. of $2.59 billion, or $3.27 per diluted share, compared with $1.66 billion, or $2.04 per diluted share, in 2019. Excluding Adjusted Items, adjusted net earnings per diluted share were $3.47, an increase of 58.4% from $2.19. Identical sales excluding fuel rose 14.1%, digital revenue grew 116%, and operating profit was $2.78 billion. The results were shaped by the COVID-19 pandemic, which the filing describes as having a material impact on fiscal 2020 results, along with a $962 million pre-tax withdrawal liability charge tied to the UFCW International Union-Industry Pension Fund (the National Fund). Cash flow and capital returns were strong. Cash from operations was $6.8 billion, and the company returned $1.9 billion to shareholders through share repurchases and dividends. Total debt, including finance leases, fell $663 million to $13.4 billion, and cash and temporary cash investments rose to $1.69 billion. The company stated it remains committed to a net debt to adjusted EBITDA range of 2.30 to 2.50 to maintain its investment grade rating, and it expects 3% to 5% net earnings growth. The quarterly dividend was raised to $0.18 per share in 2020. The filing also highlights ongoing risks, including exposure to multi-employer pension plans that the company estimates are underfunded by approximately $1.7 billion, collective bargaining agreements covering a majority of employees, and cybersecurity and data privacy obligations. The goodwill impairment assessment for the Kroger Specialty Pharmacy reporting unit was identified by the auditor as a critical audit matter, and PricewaterhouseCoopers LLP issued an unqualified opinion on the financial statements and internal control over financial reporting.

    Mar 30, 2021
  7. 2020

    Kroger Annual Report, Year Ended Feb 1, 2020

    The Kroger Co. reported fiscal 2019 (52 weeks ended February 1, 2020) sales of $122.29 billion, up 0.4% from $121.85 billion in 2018, while net earnings attributable to The Kroger Co. fell to $1.66 billion, or $2.04 per diluted share, from $3.11 billion, or $3.76 per diluted share, in 2018. Excluding Adjusted Items, adjusted net earnings per diluted share rose 3.8% to $2.19, and adjusted FIFO operating profit increased 4.0% to $2.995 billion. Identical sales excluding fuel grew 2.0%, digital revenue grew 29%, and the company reported $951 million returned to shareholders through share repurchases and dividends. Key charges in 2019 included a $412 million Lucky's Market impairment and deconsolidation (of which $305 million was attributable to Kroger), $135 million in multi-employer pension withdrawal liabilities, and $80 million in severance. Kroger reduced total debt, including finance lease obligations, by $1.2 billion to $14.1 billion, and its leverage ratio was 2.30 to 1 at year-end, against a covenant maximum of 3.50 to 1. Management stated a commitment to a net debt to adjusted EBITDA range of 2.30 to 2.50 to maintain its investment-grade rating. Operating cash flow was $4.66 billion, and capital investments excluding lease buyouts were $3.04 billion. The filing also discloses COVID-19 as a material risk: on March 18, 2020, Kroger borrowed $1 billion under its revolving credit facility as a precaution, and it paused share repurchases in the first quarter of 2020 with $245 million remaining under the November 2019 program as of March 25, 2020. The company plans to continue quarterly dividends of $0.16 per share, declared March 12, 2020.

    Apr 1, 2020
  8. 2019

    Kroger Annual Report, Year Ended Feb 2, 2019

    The Kroger Co.'s 10-K for fiscal 2018 (ended February 2, 2019) reports sales of $121.16 billion, down from $122.66 billion in fiscal 2017, a year that included a 53rd week. Net earnings attributable to The Kroger Co. were $3.11 billion, or $3.76 per diluted share, versus $1.91 billion or $2.09 per diluted share in 2017. Adjusted operating net earnings per diluted share were $2.11 in 2018, compared with $1.95 in 2017 excluding the Extra Week. The 2018 GAAP results were heavily influenced by a $1.78 billion pre-tax gain on the sale of the convenience store business for $2.2 billion, and a $228 million mark-to-market gain on Ocado securities. Identical sales excluding fuel rose 1.8%, digital revenue grew over 58%, and operating profit was $2.61 billion, or 2.16% of sales. Cash generation and shareholder returns were strong. Net cash provided by operating activities was $4.2 billion, up from $3.4 billion, and Restock cash flow was $1.9 billion versus $735 million in 2017. The company returned $2.4 billion to shareholders through repurchases and dividends, including a $1.2 billion accelerated stock repurchase. Total debt decreased $360 million to $15.2 billion, the Leverage Ratio was 2.64 to 1 against a 3.50 to 1 covenant limit, and management expects a higher weighted average interest rate in 2019. For 2019, Kroger guided to identical sales growth excluding fuel of 2.0% to 2.25%, net earnings of $2.15 to $2.25 per diluted share, and FIFO operating profit of $2.9 billion to $3.0 billion. Key risks include Kroger's estimated $3.1 billion share of multi-employer pension underfunding, labor relations across about 360 collective bargaining agreements, intense price competition, and cybersecurity. Subsequent events include the March 2019 sale of the You Technology business to Inmar for $565 million and an agreement to sell Turkey Hill Dairy.

    Apr 2, 2019
  9. 2018-A

    Kroger Annual Report (Amendment), Year Ended Feb 3, 2018

    This filing is Amendment No. 1 (Form 10-K/A) to The Kroger Co.'s Annual Report for the fiscal year ended February 3, 2018, which was originally filed on April 3, 2018. It was filed solely to correct the number of common shares outstanding shown on the cover page. The Original Filing stated a figure that inadvertently included 11,878,040 treasury shares that were issued but not outstanding. The corrected count of outstanding shares as of March 29, 2018 is 854,098,314, with $1 par value Common Stock. The cover page reports an aggregate market value of Common Stock held by non-affiliates of $21.1 billion as of August 12, 2017. The amendment includes new Rule 13a-14(a)/15d-14(a) certifications, with paragraphs 3, 4 and 5 omitted because no financial statements were amended or included. The amendment states that it does not change any other disclosures in the Original Filing. For investors, this amendment changes only the share count on the cover page and does not alter financial results, operations or other disclosures. The filing incorporates portions of the definitive proxy statement for the 2018 annual meeting into Part III by reference. Financial statements and business detail are in the Original Filing, which is not part of this amendment.

    Apr 18, 2018
  10. 2018

    Kroger Annual Report, Year Ended Feb 3, 2018

    The Kroger Co. reported fiscal 2017 (53 weeks ended February 3, 2018) sales of $122.66 billion, up from $115.34 billion in 2016, with the Extra Week contributing to the increase. Net earnings attributable to The Kroger Co. were $1.91 billion, or $2.09 per diluted share, compared with $2.05 in 2016. Excluding the 2017 Adjusted Items and the Extra Week, adjusted net earnings were $1.95 per diluted share versus $2.12 in 2016, a decrease of 8.0%. The results were heavily affected by a $922 million income tax benefit from the Tax Cuts and Jobs Act, while operating profit fell to $2.09 billion from $3.44 billion, with operating profit as a percentage of sales at 1.70% versus 2.98% in 2016. Cash generation weakened, with net cash provided by operating activities of $3.41 billion versus $4.27 billion in 2016, reflecting a $1.0 billion contribution to company-sponsored pension plans. Free cash flow was $706 million, compared with $397 million in 2016. The company returned $2.1 billion to shareholders through share repurchases and dividends in 2017, and total debt rose to $15.6 billion. Management guides to 2018 net earnings of $1.95 to $2.15 per diluted share and identical supermarket sales growth, excluding fuel, of 1.5% to 2.0%. The company also agreed on February 5, 2018, to sell its convenience store business to EG Group for $2.15 billion.

    Apr 3, 2018
  11. 2017

    Kroger Annual Report, Year Ended Jan 28, 2017

    The Kroger Co. reported fiscal 2016 (52 weeks ended January 28, 2017) sales of $115.34 billion, up 5.0% from $109.83 billion in 2015, driven mainly by supermarket sales without fuel and the ModernHEALTH merger, partly offset by lower fuel sales. Diluted net earnings per share were $2.05, down 0.5% from $2.06, and adjusted net earnings per diluted share, excluding $111 million of pre-tax charges for restructuring multi-employer pension obligations, were $2.12, up 2.9%. Operating profit was $3.44 billion versus $3.58 billion in 2015, and net cash provided by operating activities was $4.27 billion versus $4.92 billion. Identical supermarket sales excluding fuel rose 1.0%, and the company returned $2.2 billion to shareholders through share repurchases and dividends during 2016. The filing highlights ongoing pressure from intense price competition and a deflationary operating environment. Management estimates Kroger's share of underfunding in multi-employer pension plans at approximately $3.0 billion pre-tax ($1.8 billion after-tax), and expects about $360 million of contributions to those plans in 2017. Total debt rose to $14.1 billion, and the Leverage Ratio was 2.27 to 1 against a 3.50 to 1 covenant limit. For 2017, management guides to net earnings of $2.21 to $2.25 per diluted share, identical supermarket sales growth excluding fuel of flat to 1.0%, and capital investments of $3.2 to $3.5 billion. Subsequent events include a Voluntary Retirement Offering accepted by approximately 1,300 non-store associates, with a pre-tax charge of approximately $180 million expected in the first quarter of 2017. The board also approved an additional $500 million share repurchase authority on March 9, 2017.

    Mar 28, 2017
  12. 2016

    Kroger Annual Report, Year Ended Jan 30, 2016

    The Kroger Co. reported fiscal 2015 (52 weeks ended January 30, 2016) with sales of $109.83 billion, up from $108.47 billion in 2014, and net earnings attributable to The Kroger Co. of $2.04 billion, or $2.06 per diluted share, compared with $1.73 billion, or $1.72 per diluted share, in 2014. Management attributes the improvement mainly to higher FIFO non-fuel operating profit, a lower LIFO charge ($28 million versus $147 million in 2014) and lower contributions to the UFCW Consolidated Pension Plan and The Kroger Co. Foundation, partly offset by a lower fuel margin ($0.17 per gallon versus $0.19 in 2014), continued price investments and a $110 million 2015 UFCW pension contribution charge. Identical supermarket sales excluding fuel rose 5.0%, and the company reports 49 consecutive quarters of positive identical supermarket sales growth excluding fuel. The balance sheet and cash flows remained solid. Operating cash flow was $4.83 billion, capital investments excluding mergers were $3.35 billion, and total debt including capital leases and financing obligations was $12.1 billion. The Leverage Ratio was 1.97 to 1 against a 3.50 to 1 covenant limit. The company completed the Roundy's merger on December 18, 2015 for a purchase price of $866 million. Kroger's share of multi-employer pension underfunding is estimated at $2.9 billion pre-tax, an increase of about $1.1 billion, which management flags as a risk to future contribution expense. For 2016, Kroger guides to net earnings of $2.19 to $2.28 per diluted share, identical supermarket sales growth excluding fuel of 2.5% to 3.5%, capital investments of $4.1 to $4.4 billion, and a return to a dividend of $0.105 per quarter. The company also authorized a new $500 million share repurchase program on March 10, 2016, expected to be exhausted by the end of the second quarter of 2016.

    Mar 29, 2016
  13. 2015-A

    Kroger Annual Report (Amendment), Year Ended Jan 31, 2015

    This filing is Amendment No. 1 to The Kroger Co.'s Annual Report on Form 10-K for the fiscal year ended January 31, 2015, dated April 1, 2015. Its sole purpose is to correct the cover page disclosure of common shares outstanding as of March 27, 2015. The original filing, made March 31, 2015, inadvertently included 462,562,376 treasury shares that were issued but not outstanding. The corrected figure is 491,106,583 shares of Common Stock ($1 par value). The amendment states that it does not change any other disclosure in the original filing, including the total outstanding share count reported in the body of that filing. The cover page also reports that the aggregate market value of Common Stock held by non-affiliates was $24.6 billion as of August 16, 2014. Kroger is a large accelerated filer, a well-known seasoned issuer, and its common stock is registered on the New York Stock Exchange. Its principal executive offices are at 1014 Vine Street, Cincinnati, Ohio. W. Rodney McMullen, Chief Executive Officer, signed the amendment. According to the explanatory note, no financial statements were amended or included in this amendment. The amendment includes new Rule 13a-14(a)/15d-14(a) certifications, with paragraphs 3, 4 and 5 omitted as permitted. Portions of the proxy statement for Part III are to be filed on or before June 1, 2015 and are incorporated by reference.

    Apr 1, 2015
  14. 2015

    Kroger Annual Report, Year Ended Jan 31, 2015

    The Kroger Co. reported fiscal 2014 (fiscal year ended January 31, 2015) sales of $108.47 billion, up from $98.38 billion in 2013, with the increase primarily due to the Harris Teeter merger and identical supermarket sales growth, excluding fuel, of 5.2%. Net earnings attributable to The Kroger Co. were $1.73 billion, or $3.44 per diluted share, compared with $2.90 in 2013. Excluding Adjusted Items, diluted earnings per share were $3.52 versus $2.85, which management describes as a 24% increase. Results were affected by a $147 million LIFO charge, an $87 million pension plan restructuring charge, and $140 million in contributions to the UFCW Consolidated Pension Plan and the company's charitable foundation. Cash flow from operations was $4.2 billion, and the company repurchased $1.3 billion of common stock and paid $338 million in dividends. Total debt, including capital leases and financing obligations, was $11.7 billion, and the Leverage Ratio was 2.06 to 1 against a covenant maximum of 3.50 to 1. Management estimates its share of multi-employer pension underfunding at $1.8 billion pre-tax, and expects to contribute about $250 million to these plans in 2015. For fiscal 2015, Kroger expects diluted net earnings per share of $3.80 to $3.90, identical supermarket sales growth excluding fuel of 3.0% to 4.0%, capital investments of $3.0 billion to $3.3 billion, and an effective tax rate of approximately 35.0%. The company also noted it will negotiate several major union contracts in 2015 and that the Board declared a quarterly dividend of $0.185 per share.

    Mar 31, 2015
  15. 2014

    Kroger Annual Report, Year Ended Feb 1, 2014

    The Kroger Co. reported fiscal 2013 (52 weeks ended February 1, 2014) sales of $98.4 billion, up from $96.6 billion in fiscal 2012. Net earnings attributable to The Kroger Co. were $1.5 billion, or $2.90 per diluted share, compared with $2.77 per diluted share in 2012. Excluding adjusted items, diluted EPS was $2.85 in 2013 versus $2.52 in 2012, which the company says reflects a 13% increase. Identical supermarket sales excluding fuel rose 3.6%, and the company cited 41 consecutive quarters of positive identical supermarket sales growth excluding fuel. Operating cash flow was $3.4 billion, and the company completed its $2.4 billion merger with Harris Teeter Supermarkets on January 28, 2014. The merger was the main balance sheet event. Total debt, including capital leases and financing obligations, rose to $11.3 billion, and the Leverage Ratio was 2.30 to 1 against a default threshold of 3.50 to 1. Goodwill increased by $901 million, and Harris Teeter's 2013 revenue and earnings were not material to consolidated results. Management guided to fiscal 2014 diluted EPS of $3.14 to $3.25, net earnings per diluted share growth of 10% to 14% including Harris Teeter accretion, and capital investments of $2.8 billion to $3.0 billion. On March 13, 2014, the Board authorized a new $1 billion share repurchase program. Key risks include labor negotiations, since about 300 collective bargaining agreements cover a majority of employees and several are up for renewal in 2014. The company estimates its share of underfunding in multi-employer pension plans at $1.6 billion pre-tax, or $1.0 billion after tax, and expects contributions of about $250 million in 2014. Competitive pressure from supercenters and other formats, fuel price exposure, and the integration of Harris Teeter are also flagged as material risks.

    Apr 1, 2014
  16. 2013

    Kroger Annual Report, Year Ended Feb 2, 2013

    The Kroger Co. reported fiscal 2012 (53 weeks ended February 2, 2013) net earnings attributable to The Kroger Co. of $1.5 billion, or $2.77 per diluted share, compared with $602 million, or $1.01 per diluted share, in 2011. Sales rose to $96.75 billion from $90.37 billion. Management said adjusted net earnings were $1.4 billion, or $2.52 per diluted share, after excluding the 53rd week, a $74 million after-tax Visa and MasterCard settlement and a UFCW pension fund benefit. Identical supermarket sales excluding fuel increased 3.5%, and the company cited 37 consecutive quarters of positive identical supermarket sales growth excluding fuel. The filing highlights several financial pressures. Total debt, including capital leases and financing obligations, was $8.9 billion. The company estimated its share of underfunding in multi-employer pension plans at $1.8 billion pre-tax, and expects to contribute about $225 million to those plans in 2013. Labor contracts covering store employees in Indianapolis, Houston, Dallas, Cincinnati and Seattle, among others, will be negotiated in 2013. Operating cash flow was $2.8 billion, and capital investments were $2.1 billion excluding acquisitions and leased facility purchases. For 2013, Kroger guided to net earnings per diluted share of $2.71 to $2.79, identical supermarket sales growth excluding fuel of 2.5% to 3.5%, and capital investments of $2.1 to $2.4 billion. The company also cited a long-term business model targeting annual earnings per diluted share growth of 8.0% to 11.0%, plus a dividend yield of 2.0% to 2.5%.

    Apr 2, 2013
  17. 2012

    Kroger Annual Report, Year Ended Jan 28, 2012

    The Kroger Co. reported net earnings attributable to The Kroger Co. of $602 million, or $1.01 per diluted share, for the fiscal year ended January 28, 2012, on sales of $90.37 billion (up 10.1% from $82.05 billion). Results include a charge of $953 million pre-tax ($591 million after-tax) related to the consolidation of multi-employer pension plans (the UFCW consolidated pension plan). Excluding this charge, adjusted net earnings were $1.2 billion, or $2.00 per diluted share. Identical supermarket sales excluding fuel grew 4.9%, the company's 33rd consecutive quarter of positive identical sales growth excluding fuel, and fuel sales rose 42.6% on a 26.3% increase in average retail fuel prices. The LIFO charge rose to $216 million from $57 million, reflecting higher product cost inflation. Liquidity and balance sheet items show total debt of about $8.2 billion including capital leases and financing obligations, cash of $188 million, and $475 million remaining on a $1 billion share repurchase program. The company repurchased $1.5 billion of common shares in 2011 and paid dividends of $257 million. Kroger estimates its share of underfunding in multi-employer pension plans at $2.3 billion pre-tax, and expects to contribute approximately $240 million to these plans in 2012. The filing also discloses a Tax Court case with a potential adverse cash payment of up to approximately $553 million, including interest. For fiscal 2012, management guides to net earnings per diluted share of $2.28 to $2.38, identical supermarket sales growth excluding fuel of 3.0% to 3.5%, and capital investments of $1.9 billion to $2.2 billion. The guidance assumes the benefit of a 53rd week and a lower expected LIFO charge, which management projects at $140 million to $190 million.

    Mar 27, 2012
  18. 2011

    Kroger Annual Report, Year Ended Jan 29, 2011

    The Kroger Co. reported fiscal 2010 (52 weeks ended January 29, 2011) sales of $82.19 billion, up from $76.73 billion in 2009, and net earnings attributable to The Kroger Co. of $1.116 billion, or $1.74 per diluted share, compared with $70 million, or $0.11 per diluted share, in 2009. The 2009 result included non-cash goodwill and asset impairment charges totaling about $1.05 billion after tax. Identical supermarket sales excluding fuel rose 2.8%, and total supermarket fuel sales rose 36.6% as average retail fuel prices increased 16.8%. Management said it has achieved 29 consecutive quarters of positive identical sales growth excluding fuel. Cash generation and capital allocation were central to the year. Operating cash flow was $3.4 billion, and capital expenditures were $1.9 billion, down from $2.2 billion in 2009. Total debt fell $164 million to $7.9 billion at year-end, and the company repurchased $545 million of stock in 2010. On March 3, 2011, the Board authorized an additional $1 billion stock repurchase program. The company reported a Leverage Ratio of 1.95 to 1 against a default threshold of 3.50 to 1, and it said it was in compliance with its financial covenants. The filing also flags risks for 2011. Kroger expects net earnings per diluted share of $1.80 to $1.92 and identical supermarket sales growth excluding fuel of 3.0% to 4.0%. It faces labor negotiations covering store employees in southern California, Memphis and West Virginia, plus Teamsters contracts in the Midwest. Its share of multi-employer pension underfunding was estimated at $2.5 billion pre-tax, and the company expects meaningful increases in contributions over the next few years. A pending Tax Court case could require a cash payment of up to about $516 million, including interest, if decided adversely.

    Mar 29, 2011
  19. 2010

    Kroger Annual Report, Year Ended Jan 30, 2010

    The Kroger Co. reported fiscal 2009 (52 weeks ended January 30, 2010) sales of $76.73 billion, up 0.8% from $76.15 billion in 2008, with net earnings attributable to The Kroger Co. of $70 million, or $0.11 per diluted share. That result includes non-cash goodwill impairment charges of $1.05 billion after-tax ($1.113 billion pre-tax) tied to the Ralphs division in southern California. Excluding these charges, adjusted earnings were $1.71 per diluted share, compared with $1.89 in 2008. The company attributes the decline in adjusted results to lower retail fuel margins and decreased operating profit, partly offset by a lower LIFO charge of $49 million versus $196 million in 2008. Identical supermarket sales excluding fuel rose 2.1%, and management said it did not reach its original goals of 3% to 4% identical sales growth and $2.00 to $2.05 per diluted share. The balance sheet shows total debt of about $8.1 billion, cash flow from operations of $2.9 billion, and capital expenditures of $2.3 billion. Total debt was roughly flat year over year. The company had no borrowings under its $2.5 billion credit facility or commercial paper at year-end, and it was in compliance with its financial covenants. Management guides to 2010 diluted EPS of $1.60 to $1.80, identical supermarket sales growth excluding fuel of 2.0% to 3.0%, and capital expenditures of $1.9 billion to $2.1 billion. It also expects to contribute about $250 million to multi-employer pension plans and reports an estimated $2.7 billion pre-tax share of underfunding in those plans. Key risks flagged in the filing include about 305 collective bargaining agreements, with major store-employee contracts to be negotiated in 2010, rising multi-employer pension contributions, intense price competition, and an open Tax Court case with potential cash payments of up to about $488 million, including interest, if the Commissioner prevails.

    Mar 30, 2010
  20. 2009

    Kroger Annual Report, Year Ended Jan 31, 2009

    The Kroger Co. reported fiscal 2008 (52 weeks ended January 31, 2009) sales of $76.0 billion, up from $70.2 billion in fiscal 2007, and net earnings of $1.249 billion, or $1.90 per diluted share, compared with $1.181 billion ($1.69 per diluted share) in fiscal 2007. Excluding a $0.02 per diluted share charge for damage and disruption caused by Hurricane Ike, earnings per diluted share were $1.92, which the filing states represents a 13.6% growth rate over 2007. Supermarket identical sales excluding fuel rose 5.0%, and the company estimates its market share increased approximately 61 basis points across its 42 major markets. Operating profit was $2.451 billion, and net cash provided by operating activities was $2.896 billion. Capital expenditures were $2.2 billion, and the company repurchased $637 million of its stock during the year. The balance sheet shows total assets of $23.211 billion and total debt of approximately $8.1 billion, including capital leases and financing obligations. The company's Leverage Ratio was 2.02 to 1 as of January 31, 2009, and it was in compliance with its financial covenants. Management's 2009 outlook calls for earnings per diluted share of $2.00 to $2.05, identical supermarket sales growth excluding fuel of 3% to 4%, and capital investment of $1.9 to $2.1 billion. The filing also estimates Kroger's share of multi-employer pension plan underfunding at $3.0 billion pre-tax, or $1.9 billion after tax, and notes that multi-employer contributions could as much as double over the several years after 2009. Key risks highlighted include intense price competition, labor relations (approximately 309 collective bargaining agreements, with major contracts to be negotiated in 2009), rising pension and health care costs, and a pending Tax Court case in which an adverse decision would require a cash payment of up to approximately $436 million, including interest.

    Mar 31, 2009
  21. 2008

    Kroger Annual Report, Year Ended Feb 2, 2008

    The Kroger Co. reported fiscal 2007 (52 weeks ended February 2, 2008) net earnings of $1,181 million, or $1.69 per diluted share, up from $1,115 million ($1.54) in fiscal 2006, which was a 53-week year. Sales rose to $70,235 million from $66,111 million. Management attributed earnings growth primarily to spreading fixed costs over increased identical sales, with identical supermarket sales excluding fuel up 5.3%. The company operated 2,486 supermarkets and multi-department stores, 782 convenience stores and 394 fine jewelry stores, and reported that it gained roughly 65 basis points of market share in its 44 major markets during the year. Cash generation and capital allocation were central to the year. Net cash provided by operating activities was $2,581 million, while capital expenditures were $2,060 million. Kroger repurchased 53 million shares for $1,421 million and paid dividends of $202 million. Total debt rose $1,062 million to $8.1 billion at year-end, reflecting new senior notes of $600 million and $750 million and borrowings under the credit facility. The company stated it was in compliance with its financial covenants, with a Leverage Ratio of 2.19 to 1 against a 3.50 to 1 default threshold. For fiscal 2008, Kroger guided to earnings per share of $1.83 to $1.90 and identical food store sales growth, excluding fuel, of 3% to 5%. Management expects an effective tax rate of approximately 38% and capital investment of $2.0 to $2.2 billion. The filing also highlights risks including labor contracts expiring in 2008 in several markets, an estimated $500 million to $700 million pre-tax share of underfunding in multi-employer pension plans, and a pending U.S. Tax Court case with an adverse outcome that would require a cash payment of approximately $419 million including interest.

    Apr 1, 2008
  22. 2007

    Kroger Annual Report, Year Ended Feb 3, 2007

    The Kroger Co. reported its annual results for the 53-week fiscal year ended February 3, 2007. Sales rose to $66.11 billion from $60.55 billion, and net earnings increased to $1.115 billion, or $1.54 per diluted share, compared with $958 million, or $1.31 per diluted share, in fiscal 2005. The filing attributes the improvement to strong identical supermarket sales growth excluding fuel (5.6% in 2006), improving operating margins, and fewer shares outstanding. Fiscal 2006 also benefited from the 53rd week (about $0.07 per diluted share) and a deferred tax adjustment ($0.03 per diluted share), and was reduced by $0.03 per share of legal reserve expense and $0.06 per share of stock option expense. Kroger reported total debt of about $7.1 billion, down $173 million during the year, and shareowners' equity of $4.92 billion. Operating cash flow was $2.35 billion and capital expenditures were $1.78 billion. The company repurchased $633 million of stock and paid $140 million in dividends during 2006. Management guided to 2007 earnings per diluted share of $1.60 to $1.65, identical food store sales growth excluding fuel of 3% to 5%, and capital investment of $1.9 to $2.1 billion. The Board raised the quarterly dividend to $0.075 per share on March 15, 2007. Key risks highlighted include about 320 collective bargaining agreements, with major contracts expiring in 2007 in several markets, and an estimated $600 million to $800 million pre-tax share of underfunding in multi-employer pension plans. The filing also discloses a pending Tax Court case in which an adverse decision would require a cash payment of about $363 million including interest.

    Apr 4, 2007
  23. 2006

    Kroger Annual Report, Year Ended Jan 28, 2006

    The Kroger Co. reported fiscal 2005 (52 weeks ended January 28, 2006) net earnings of $958 million, or $1.31 per diluted share, compared with a net loss of $104 million in 2004, which included a $904 million goodwill impairment charge. Sales rose to $60.55 billion from $56.43 billion, and identical supermarket sales excluding fuel grew 3.5%, up from 0.8% in 2004. The company operated 2,507 supermarkets, 791 convenience stores and 428 fine jewelry stores, and reported that it holds the #1 or #2 position in 35 of its 44 major markets. Cash flow from operations was $2.19 billion, capital expenditures were $1.31 billion, and total debt was reduced by $739 million to $7.2 billion. Shareowners' equity increased to $4.39 billion. The company declared its first quarterly dividend of $0.065 per share, payable June 1, 2006, after paying no dividends in the prior three fiscal years, and it guided to 2006 earnings per share growth of approximately 6% to 8%, including an expected $0.05 to $0.06 per diluted share reduction from expensing stock options. Key risks in the filing include intense price competition, 325 collective bargaining agreements with about 85 expiring in 2006, and Kroger's estimated share of multi-employer pension underfunding of $1.0 to $1.3 billion pre-tax. Legal matters include a federal indictment of its Ralphs subsidiary related to the 2003-2004 southern California labor dispute, with trial set for August 15, 2006; management does not expect a material effect on financial condition.

    Apr 7, 2006
  24. 2005-A2

    Kroger Annual Report (Amendment), Year Ended Jan 29, 2005

    This Amendment No. 2 on Form 10-K/A restates The Kroger Co.'s consolidated financial statements as of January 29, 2005 and January 31, 2004 and for the three years ended January 29, 2005, to correct errors in deferred income tax accounts tied to business combinations and to long-lived assets. The corrections reduced 2004 and 2003 net earnings by $4 million and $27 million, respectively, mainly through higher goodwill impairment charges, and increased accumulated earnings by $79 million as of January 29, 2005. Management and the auditor concluded the company did not maintain effective internal control over financial reporting as of January 29, 2005, due to a material weakness in determining deferred income tax balances related to a business combination. Fiscal 2004 was a difficult year. Kroger reported a net loss of $104 million, or $0.14 per share, as restated, compared with net earnings of $285 million, or $0.38 per diluted share, in 2003. Sales rose to $56.434 billion from $53.791 billion, but the company recorded a $904 million non-cash goodwill impairment charge (as restated) at its Ralphs and Food 4 Less divisions, following the 2003 southern California labor dispute. Management said gross margin pressure from price investment and rising health care and pension costs also weighed on earnings. Operating cash flow was $2.330 billion, and capital expenditures were $1.6 billion. For 2005, management expects net earnings to exceed $1.21 per diluted share, identical food store sales growth to exceed 2.0%, and capital investment of $1.6 to $1.8 billion. The company also disclosed required pension contributions of $142 million for fiscal 2005, and estimated its share of multi-employer pension underfunding at $1.0 to $1.3 billion, pre-tax.

    Mar 6, 2006
  25. 2005-A

    Kroger Annual Report (Amendment), Year Ended Jan 29, 2005

    This Amendment No. 1 to Form 10-K for The Kroger Co. (fiscal year ended January 29, 2005) was filed solely to insert a conformed signature on PricewaterhouseCoopers LLP's audit report in Item 8, which was inadvertently omitted from the original filing. The amended filing contains the full financial statements and notes. Net loss for fiscal 2004 was $(100) million, or $(0.14) per diluted share, compared with net earnings of $312 million in fiscal 2003 and $1,202 million in fiscal 2002. Sales rose to $56,434 million from $53,791 million in 2003, while operating profit fell to $847 million from $1,370 million, driven largely by a $900 million non-cash goodwill impairment charge related to the Ralphs and Food 4 Less divisions. The auditor's report identifies a material weakness in internal control over financial reporting as of January 29, 2005: the company did not maintain effective control over the determination of deferred income tax balances related to a business combination. The deficiency resulted in a year-end audit adjustment affecting deferred income tax liabilities, goodwill and the goodwill impairment charge. Management's assessment and the auditor's opinion both conclude that internal control over financial reporting was not effective as of that date. Balance sheet figures show total assets of $20,491 million, long-term debt of $7,900 million including obligations under capital leases and financing obligations, and total shareowners' equity of $3,540 million, down from $3,985 million a year earlier. Net cash provided by operating activities was $2,330 million in 2004. The filing also notes that Standard & Poor's placed the company's ratings on CreditWatch with negative implications in March 2005, and it discloses ongoing litigation, including a federal investigation of Ralphs' hiring practices during the 2003-2004 labor dispute and a lawsuit under the Sherman Act.

    Apr 18, 2005
  26. 2005

    Kroger Annual Report, Year Ended Jan 29, 2005

    The Kroger Co. reported a net loss of $100 million, or $0.14 per diluted share, for the fiscal year ended January 29, 2005, compared with net earnings of $312 million, or $0.41 per diluted share, in fiscal 2003. The loss was driven by a $900 million non-cash goodwill impairment charge related to the Ralphs and Food 4 Less divisions in southern California. Sales rose to $56.43 billion from $53.79 billion, and identical food store sales excluding fuel and the labor disputes increased 1.2%. Management stated that excluding impairment charges and the effect of the strikes, net earnings still declined, as competitive price pressure, higher product costs, and rising health care and pension costs outpaced sales growth. Cash flow and balance sheet metrics were mixed. Net cash provided by operating activities was $2.33 billion, and total debt decreased to $8.0 billion from $8.4 billion. Capital expenditures were $1.6 billion, down from $2.0 billion in 2003. The company paid no cash dividends in the past three fiscal years and repurchased shares under a $500 million program authorized in September 2004, with $353 million remaining. Management expects 2005 net earnings to exceed $1.21 per diluted share, identical food store sales growth above 2.0%, and capital investment of $1.6 to $1.8 billion. The filing discloses a material weakness in internal control over financial reporting related to deferred income tax balances from a business combination, which led to a year-end audit adjustment affecting goodwill and the impairment charge. The auditor issued an adverse opinion on internal control effectiveness. The company also disclosed a Los Angeles federal investigation of Ralphs' hiring practices during the 2003-2004 labor dispute, a California antitrust lawsuit involving $147 million in strike assistance payments, a Colorado DEA investigation of King Soopers pharmacies, and an estimated $1.0 to $1.3 billion pre-tax share of underfunding in multi-employer pension plans.

    Apr 15, 2005
  27. 2004-A2

    Kroger Annual Report (Amendment), Year Ended Jan 31, 2004

    This Amendment No. 2 to Form 10-K restates The Kroger Co.'s consolidated financial statements for fiscal years 2003, 2002 and 2001 to correct errors in lease accounting. The corrections cover owned buildings on leased properties, the lease term for land leases (now including renewal periods reasonably assured of exercise), and the start of straight-line rent expense (now from possession rather than the store opening date). The restatement increased rent expense and deferred rent liability and reduced net earnings by $3 million in each year presented and accumulated earnings as of January 31, 2004 by $26 million. As restated, fiscal 2003 net earnings were $312 million, or $0.41 per diluted share, on sales of $53.79 billion, down from $1.52 per diluted share in fiscal 2002. Fiscal 2003 results were hurt by labor disputes in southern California and West Virginia, a $444 million non-cash goodwill impairment charge at the Smith's division, and $120 million in asset impairment charges. The company estimated the labor disputes' effect at $177 million in gross margin and $216 million in OG&A. Operating cash flow fell to $2.215 billion from $3.183 billion in 2002. Management said it expects 2004 earnings to be lower than 2003, excluding the labor dispute and unusual items. The balance sheet shows total assets of $20.76 billion, long-term obligations of $10.61 billion including capital leases, and shareowners' equity of $3.99 billion at January 31, 2004. Management reported that the company was in compliance with its financial covenants at year-end 2003.

    Apr 13, 2005
  28. 2004-A

    Kroger Annual Report (Amendment), Year Ended Jan 31, 2004

    This Form 10-K/A (Amendment No. 1) from The Kroger Co., filed May 10, 2004 for the fiscal year ended January 31, 2004, was filed solely to amend the "Executive Officers of the Company" section of Part III, Item 10. The amendment incorporates officer changes that occurred after the original Annual Report on Form 10-K but before the Proxy Statement, which the company states will be filed on or before June 1, 2004. The filing does not include the full financial statements; it lists the financial statements and notes as part of Item 15 but this amendment does not present them. The amendment reports several leadership changes. David B. Dillon was promoted to Chief Executive Officer effective June 26, 2003, and Don W. McGeorge was promoted to President and Chief Operating Officer effective the same date. Joseph A. Pichler, who served as Chief Executive Officer until June 25, 2003, remains Chairman of the Board. W. Rodney McMullen was elected Vice Chairman effective June 26, 2003, and J. Michael Schlotman was elected Senior Vice President and Chief Financial Officer. William T. Boehm was promoted to Senior Vice President and President of Manufacturing effective May 6, 2004, and Kevin M. Dougherty was named Group Vice President, Logistics, effective the same date. The filing also discloses Section 16(a) beneficial ownership reporting exceptions for fiscal year 2003. Five officers filed late or inaccurate forms, including Dr. Susan Phillips, M. Marnette Perry, Joseph Grieshaber, Jr., Bruce A. Macaulay, and Paul J. Scutt. The filing identifies no other material financial results, as the operating and financial statement details are not contained in this amendment.

    May 10, 2004
  29. 2004

    Kroger Annual Report, Year Ended Jan 31, 2004

    The Kroger Co. reported net earnings of $315 million, or $0.42 per diluted share, for the fiscal year ended January 31, 2004, down sharply from $1.52 per diluted share in 2002 (a decrease the filing describes as approximately 72.4%). Sales rose to $53.79 billion from $51.76 billion, an annual increase of 3.9%. Results were significantly affected by a $444 million non-cash goodwill impairment charge tied to the Smith's division, $120 million in asset impairment charges, and the estimated effects of labor disputes in southern California and the West Virginia area. Management said the labor disputes adversely affected sales, FIFO gross margin and operating, general and administrative expenses, and that the effective income tax rate rose to 59.1% largely because the goodwill impairment was non-deductible. Operating cash flow declined to $2,215 million from $3,183 million in 2002, and total debt decreased to $8.4 billion. Shareowners' equity rose to $4,011 million. Management stated it expects 2004 earnings to be lower than 2003, excluding the labor dispute and unusual items, and expects capital investment of $1.8 to $2.0 billion for 2004. The company has not paid cash dividends in the past three fiscal years, and it plans to use one-third of cash flow for debt reduction and two-thirds for stock repurchases or dividends. The company also disclosed pending contingencies, including a settlement of the southern California labor dispute with at least $147 million in payments expected in 2004 and projected pension contributions of $183 million by September 15, 2004. Management concluded the company's legal proceedings are not expected to have a material adverse effect on its financial position.

    Apr 14, 2004
  30. 2003-A

    Kroger Annual Report (Amendment), Year Ended Feb 1, 2003

    This Form 10-K/A (Amendment No. 1) from The Kroger Co. of Cincinnati, Ohio, covers the fiscal year ended February 1, 2003. The amendment reports 754,502,962 common shares outstanding as of April 23, 2003, and an aggregate market value of $9,151,195,252 held by non-affiliates as of March 10, 2003. Its Part IV lists the consolidated financial statement categories (balance sheets, earnings, cash flows, shareowners' equity and notes), along with the required exhibits and the company's Form 8-K filings during the quarter. It also reports three 8-K filings: a third-quarter 2002 earnings release on December 10, 2002, a Form 10-Q filing notice on December 20, 2002, and the issuance of $500,000,000 of debt securities on January 28, 2003. The main substantive content is the annual reports on Form 11-K for two Kroger employee savings plans for 2002, filed as Exhibit 99.1. The Kroger Co. Savings Plan reported net assets available for benefits of $2.18 billion at December 31, 2002, down from $2.70 billion a year earlier, with a net depreciation in fair value of investments of $524.4 million in 2002. Its Employer Stock Fund held $1.05 billion of Kroger common shares, down from $1.53 billion. The Kroger Co. Savings Plan for Bargaining Unit Associates reported net assets of $33,402,852 at year-end 2002, up from $30,056,465, with a net increase of $3,346,387 for the year. Both plans' auditor, PricewaterhouseCoopers LLP, issued unqualified opinions dated June 27, 2003. The amendment is signed by CEO David B. Dillon, CFO J. Michael Schlotman and Controller M. Elizabeth Van Oflen on June 30, 2003, and by the board of directors. For investors, the most relevant items are the company's share count and market value, the $500 million debt issuance, and the employer stock holdings in the savings plans, which reflect the decline in Kroger's share price during 2002.

    Jun 30, 2003
  31. 2002-A5

    Kroger Annual Report (Amendment), Year Ended Feb 2, 2002

    This Form 10-K/A (Amendment No. 5) from The Kroger Co. covers the fiscal year ended February 2, 2002, and was signed on May 30, 2003. The filing states that it was made solely to conform the signatures on certain contracts that are exhibits to Item 14. It does not present new financial statements, operating results, or business discussion in the text provided. The registrant reports 794,109,633 common shares outstanding as of April 24, 2002, and an aggregate market value of its common stock held by non-affiliates of $17,882,235,374 as of March 11, 2002. Its common stock is registered on the New York Stock Exchange. The Item 14 index lists the financial statements incorporated by reference, including the consolidated balance sheets as of February 2, 2002 and February 3, 2001, and the statements of income, cash flows, and shareowners' equity for the periods presented. The exhibit index covers the company's articles and regulations, debt instrument undertakings, executive employment agreements with David B. Dillon, W. Rodney McMullen, and Don W. McGeorge, a non-employee directors' deferred compensation plan, and consents of independent accountants. Several exhibits are marked as previously filed. The filing also states that Forms 11-K for the Kroger Co. Savings Plan and the Fred Meyer, Inc. 401(k) Savings Plan for Collective Bargaining Unit Employees for 2001 would be filed by amendment on or before June 29, 2002.

    May 30, 2003
  32. 2003

    Kroger Annual Report, Year Ended Feb 1, 2003

    The Kroger Co. reported net earnings of $1.205 billion, or $1.52 per diluted share, for the fiscal year ended February 1, 2003, on sales of $51.76 billion, up from $50.10 billion in fiscal 2001. Net earnings included after-tax significant items totaling $87 million, including a $16 million after-tax cumulative effect of an accounting change tied to writing off jewelry store division goodwill. Identical food store sales, including supermarket fuel centers, were flat in 2002, and management attributed the soft top line to deflation in various commodity groups, a weak economy, war fears and increased competition, partly offset by price reductions under its Strategic Growth Plan. Cash from operations rose to $3.2 billion from $2.3 billion, and the company used the cash to reduce debt. Total debt fell $256 million to $8.6 billion, and net total debt, as the company defines it, was $8.1 billion. Capital expenditures excluding acquisitions were $1.9 billion. The company repurchased $785 million of treasury stock in 2002 and paid no cash dividends in fiscal 2002. Management estimates 2003 earnings per share of $1.63 and expects identical food store sales including fuel to be positive. It also expects to exceed its original goal of $500 million in cost reductions under the Strategic Growth Plan by the end of fiscal 2003, with $306 million achieved as of February 1, 2003. Key risks include the pending Santee Dairies lawsuit, UFCW contract expirations in fiscal 2003, rising health care and pension costs, and an unrated commercial paper program tied to a BBB-/Baa3 credit rating.

    May 2, 2003
  33. 2002-A4

    Kroger Annual Report (Amendment), Year Ended Feb 2, 2002

    This Amendment No. 4 to the Form 10-K of The Kroger Co. (fiscal year ended February 2, 2002), filed August 14, 2002, is filed solely to correct inadvertent misclassifications of cash flows within the investing section of the Consolidated Statement of Cash Flows and between the financing and investing sections. The filing states there is no change in the net change in cash and no effect on earnings, the balance sheet, the income statement, or shareowners' equity. The corrected report shows fiscal 2001 sales of $50.1 billion, up 2.2% from the 53-week 2000 year, with identical food store sales up 0.9%. Gross profit rose to 27.35% of sales from 26.93%, and EBITDA increased 5.8% to $3.74 billion. Net earnings were $1.04 billion, or $1.26 diluted EPS, compared with $877 million and $1.04 in 2000. Cash from operations was $2.35 billion, and capital expenditures were $1.9 billion. Total debt rose $302 million to $8.8 billion, and the company repurchased $732 million of treasury stock during the year. Management tied the 2001 results to the Strategic Growth Plan announced in December 2001, which targets more than $500 million in reduced merchandising and operating costs over two years, and to a restructuring charge of $37 million. The company also recorded an $81 million pre-tax charge on energy purchase contracts that no longer qualified for the normal purchases exception, and $91 million of asset impairment charges. For investors, the filing's key points are steady sales and margin improvement offset by higher costs for health care, energy, and credit card fees, a heavy capital spending program, and rising leverage. Management projects fiscal 2002 EPS growth of 10%-12% before one-time items, and a 2002 free cash flow estimate of $550 million to $650 million.

    Aug 14, 2002
  34. 2002-A3

    Kroger Annual Report (Amendment), Year Ended Feb 2, 2002

    This amended annual report (Form 10-K/A) for The Kroger Co. covers the fiscal year ended February 2, 2002. The filing states that it is made solely to correct two mathematical errors in the report for The Kroger Co. Savings Plan for Bargaining Unit Associates. It does not contain new consolidated operating results, so its substance is the amended exhibit and the company's cover-page information. As of April 24, 2002, 794,109,633 common shares were outstanding, and the aggregate market value of common stock held by non-affiliates as of March 11, 2002 was $17.88 billion. The main financial content is Exhibit 99.1, the Form 11-K annual reports for two Kroger savings plans for the year ended December 31, 2001. The Kroger Co. Savings Plan reported net assets available for plan benefits of $2.70 billion at December 31, 2001, down from $3.22 billion a year earlier. Its Employer Stock Fund held $1.53 billion at year-end 2001, down from $2.04 billion. The plan's net depreciation on investments was $594.5 million for 2001. The Kroger Co. Savings Plan for Bargaining Unit Associates reported net assets of $30.06 million at December 31, 2001, down from $48.68 million, with a net decrease of $18.6 million in 2001. The filing also lists executive employment agreements with David B. Dillon, W. Rodney McMullen and Don W. McGeorge, most of which were previously filed. It states that the company filed a Form 8-K on December 11, 2001 disclosing its third-quarter 2001 earnings release.

    Jul 19, 2002
  35. 2002-A2

    Kroger Annual Report (Amendment), Year Ended Feb 2, 2002

    This Form 10-K/A for The Kroger Co. covers the fiscal year ended February 2, 2002. The filing consists of Part IV, Item 14 (Exhibits, Financial Statement Schedules, and Reports on Form 8-K) and Exhibit 99.1, which contains the Annual Reports on Form 11-K for The Kroger Co. Savings Plan and The Kroger Co. Savings Plan for Bargaining Unit Associates for the year 2001. Item 14 lists the company's consolidated financial statements for fiscal 2001, including the balance sheet, income statement, cash flows, and changes in shareowners' equity. The registrant had 794,109,633 shares of common stock outstanding on April 24, 2002, and the aggregate market value of common stock held by non-affiliates was $17,882,235,374 as of March 11, 2002. The filing reports one Form 8-K, filed December 11, 2001, that disclosed the third-quarter 2001 earnings release. The Exhibit 99.1 plan financials show the Savings Plan's net assets available for plan benefits fell to $2,699,205 thousand at December 31, 2001 from $3,215,887 thousand at December 31, 2000. The decline reflected net depreciation of $594,484 thousand on investments, including a $479,676 thousand depreciation in the Employer Stock Fund, whose balance fell to $1,528,402 thousand from $2,044,187 thousand. Net assets of the Savings Plan for Bargaining Unit Associates were $30,056,465 at year-end 2001, compared with $48,675,619 a year earlier. The Savings Plan made a basic matching contribution equal to 10% of salary directed to the Employer Stock Fund, and it made no supplemental matching contribution for 2001. Several exhibits are identified as previously filed, including executive employment agreements with David B. Dillon, W. Rodney McMullen, and Don W. McGeorge, the ratio of earnings to fixed charges (Exhibit 12.1), the subsidiaries list (Exhibit 21.1), auditor consents (Exhibit 23.1), and powers of attorney (Exhibit 24.1). The filing also incorporates by reference the Non-Employee Directors' Deferred Compensation Plan and the Pichler employment agreement.

    Jun 28, 2002
  36. 2002-A

    Kroger Annual Report (Amendment), Year Ended Feb 2, 2002

    The Kroger Co. filed this Form 10-K/A amendment to its annual report for the fiscal year ended February 2, 2002. The filing reports 794,109,633 common shares outstanding as of April 24, 2002, and an aggregate market value of Common Stock held by non-affiliates of $17,882,235,374 (about $17.88 billion) as of March 11, 2002. Common stock trades on the New York Stock Exchange. The amendment's substance is Part IV, Item 14, which lists the financial statements covered (balance sheets for February 2, 2002 and February 3, 2001, income statements for fiscal 2001, 2000 and 1999, cash flow statements for fiscal 2001 and 2000, and the statement of changes in shareowners' equity (deficit)) and the exhibits. The filing identifies one Form 8-K during the period, filed December 11, 2001, which disclosed the third-quarter 2001 earnings release with unaudited quarterly financial statements. The exhibit index includes executive employment agreements with David B. Dillon (dated November 30, 2001), W. Rodney McMullen (dated April 22, 2002) and Don W. McGeorge (dated November 30, 2001), along with a ratio of earnings to fixed charges statement, an auditor consent and powers of attorney, several of which were previously filed. Annual reports on Form 11-K for the Kroger Co. Savings Plan and the Fred Meyer, Inc. 401(k) Savings Plan for collective bargaining unit employees are scheduled to be filed by amendment on or before June 29, 2002.

    May 22, 2002
  37. 2002

    Kroger Annual Report, Year Ended Feb 2, 2002

    The Kroger Co. reported fiscal 2001 (52 weeks ended February 2, 2002) sales of $50.1 billion, up from $49.0 billion in the 53-week fiscal 2000, with net earnings of $1,043 million, or $1.26 per diluted share, compared with $877 million, or $1.04 per diluted share, the prior year. Gross profit rose to 27.35% of sales from 26.93%, and EBITDA increased to $3,742 million from $3,536 million. Net earnings excluding merger-related costs, one-time expenses, impairment charges and restructuring charges were $1,217 million, or $1.48 per diluted share, versus $1.34 in 2000. Kroger operated 2,418 supermarkets at year-end and reported that the weak economy and competitive pressures affected 2001 sales, with identical food store sales up 0.9%. Cash from operations was $2,347 million, roughly flat with 2000, and capital expenditures were $2,139 million, leaving the company dependent on borrowing and working capital efforts to fund growth. Total debt rose $302 million to $8.8 billion, and the company repurchased $732 million of treasury stock during the year. Kroger did not pay cash dividends in the past three fiscal years and is prohibited from doing so under its Credit Agreement. Total long-term obligations were $10.1 billion and shareowners' equity was $3,502 million at year-end. Management announced a Strategic Growth Plan in December 2001 targeting reductions of more than $500 million in merchandising and operating, general and administrative costs over two years, with a long-term EPS growth target of 13%-15% beginning in fiscal 2004 and 10%-12% expected for fiscal 2002 and 2003. Kroger estimated fiscal 2002 free cash flow of approximately $550-$650 million, reflecting capital spending of $2.1 billion. The company also disclosed an $81 million pre-tax charge for energy contracts and a $91 million impairment charge in 2001.

    May 1, 2002
  38. 2001-A

    Kroger Annual Report (Amendment), Year Ended Feb 3, 2001

    This Form 10-K/A from The Kroger Co. for the fiscal year ended February 3, 2001 contains only Part IV, Item 14 and Exhibit 99.1. Item 14 lists the financial statements in the company's annual report, the exhibits, and an 8-K filed December 5, 2000 with the third-quarter 2000 earnings release. The filing reports 810,729,610 common shares outstanding on April 27, 2001 and an aggregate market value held by non-affiliates of $19,466,148,862 as of March 7, 2001, or about $19.47 billion. The filing does not include the consolidated financial statements or the company's sales, earnings, or balance sheet figures. Exhibit 99.1 contains the Form 11-K annual reports for The Kroger Co. Savings Plan, the Dillon Companies, Inc. Employee Stock Ownership and Savings Plan and Trust, and two Fred Meyer, Inc. 401(k) Savings Plans. The Kroger Co. Savings Plan reported net assets available for plan benefits of $3,215,887 thousand (about $3.22 billion) at December 31, 2000, up from $1,523,425 thousand at December 31, 1999, with an increase of $1,692,462 thousand during 2000. The Employer Stock Fund held $2,044,187 thousand of these assets, and the plan received $1,239,788 thousand in transfers from other trusts during 2000. The plan consolidations drove most of the change in plan assets. The Dillon plan's balances of approximately $658 million were merged into the Kroger plan at year-end 2000, and $562 million of assets were transferred from the Fred Meyer 401(k) plan on December 29, 2000. The Fred Meyer plans reported net assets of $48,675,619 for the collective bargaining unit plan at December 31, 2000, and the other Fred Meyer plan reported no net assets at that date after its merger into the Kroger plan.

    Jun 29, 2001
  39. 2001

    Kroger Annual Report, Year Ended Feb 3, 2001

    The Kroger Co. reported fiscal 2000 results for the 53 weeks ended February 3, 2001, with sales of $49.0 billion, up from $45.4 billion in the prior 52-week year, and net earnings of $877 million, or $1.04 diluted earnings per share, compared with $613 million, or $0.72 per diluted share, in 1999 as restated. Gross profit reached 26.91% of sales, and operating, general and administrative expenses were 18.65% of sales. EBITDA rose to $3,536 million from $3,124 million, and the company stated it was in compliance with its EBITDA-based covenants. Results were affected by a $191 million impairment charge, $145 million of one-time expenses related to mergers, and $15 million of merger related costs in 2000. Cash flow from operations was $2,281 million in 2000, up from $1,548 million in 1999, and total debt including capital leases was $8.5 billion at year-end. The company plans capital expenditures of $2.0 billion for fiscal 2001 excluding acquisitions, and it has no dividends in the past three fiscal years, with its Credit Agreement prohibiting cash dividends. Shareholder capital returns have been through buybacks: the Board authorized an incremental $1 billion repurchase program on March 1, 2001, in addition to the existing $750 million program, and the company made open market purchases of $539 million under the $750 million program during 2000. The filing also discloses that financial statements for 1999 and 1998 were restated for intentional improper accounting practices at the Ralphs subsidiary, which reduced 1999 net earnings by $14 million. The company operated 2,354 supermarkets at year-end, and it reports that it expects to face continued fierce competition from other grocers, supercenters, club stores and drug stores, along with labor risk from 96 collective bargaining agreements expiring in 2001.

    May 2, 2001
  40. 2000-A4

    Kroger Annual Report (Amendment), Year Ended Jan 29, 2000

    The Kroger Co. filed this Form 10-K/A amendment to its annual report for the fiscal year ended January 29, 2000. The filing reports 830,804,611 common shares outstanding as of April 26, 2000, and an aggregate market value of non-affiliate common stock of $12,256,639,106 as of March 6, 2000. Its Part IV lists the consolidated financial statements for fiscal 2000 and prior periods, along with exhibits. Its disclosure of Forms 8-K covers the third-quarter 1999 earnings release, reaffirmed fourth-quarter 1999 EPS estimates, and the Kroger/Fred Meyer merger and fiscal year change. The filing also references the merger with Fred Meyer and synergy savings expected from it. The principal substantive content of this amendment is Exhibit 99.3, the Fred Meyer, Inc. 401(k) Savings Plan financial statements as of and for the year ended March 31, 2000, audited with a report dated September 22, 2000. The plan reports net assets available for benefits of $565,777,194, including $553,133,672 in investments at fair value and $12,633,431 in participant loans. Transferred assets from predecessor plans totaled $472,841,219, and total additions were $603,524,687. The plan merged eight predecessor Fred Meyer, Smith's, Ralphs, Hughes Markets, Keith Uddenberg, and Quality Food Centers plans on April 1, 1999. For investors, the filing's most substantive information is the corporate identification data, the list of exhibits and filings, and the plan-level disclosures. It contains no company-wide income statement, balance sheet, or cash flow figures in the text provided.

    Sep 26, 2000
  41. 2000-A3

    Kroger Annual Report (Amendment), Year Ended Jan 29, 2000

    This amended Form 10-K/A from The Kroger Co. covers the fiscal year ended January 29, 2000, and is filed under the company's Ohio incorporation with its headquarters at 1014 Vine St., Cincinnati, Ohio. The filing as presented contains only Part II, Item 5 (Market for the Registrant's Common Equity), so it does not include financial statements, revenue, earnings, or operating results. Its primary content is stock market and shareholder information: Kroger's common stock trades on the New York Stock Exchange under the symbol KR, with 830,804,611 shares outstanding as of April 26, 2000, and an aggregate market value held by non-affiliates of $12,256,639,106 as of March 6, 2000. Stock price performance is shown for 1999 and 1998 by quarter. In 1999 the stock traded between a high of 34-29/32 in the first quarter and a low of 14-7/8 in the fourth quarter, with the fourth-quarter high at 24-1/4. The number of shareowners was 51,000 at year-end 1999 and 51,286 at April 26, 2000, based on shareholders of record. On dividends, the filing states that Kroger has paid no cash dividends on its Common Stock for the past three fiscal years. Its May 28, 1997 Credit Agreement prohibits cash dividends for the agreement's term, although stock dividends are permitted. For investors, this means the company's capital return policy is constrained by its credit agreement, and any income-oriented return would have to come from share price appreciation.

    Aug 2, 2000
  42. 2000-A2

    Kroger Annual Report (Amendment), Year Ended Jan 29, 2000

    The Kroger Co. filed this Form 10-K/A (Amendment No. 1) for the fiscal year ended January 29, 2000. The amendment is limited in scope: it consists of Part IV (Item 14, Exhibits, Financial Statement Schedules, and Reports on Form 8-K) along with exhibits, and it does not contain the company's full consolidated financial statements or management's discussion in the body of this document. The filing lists the consolidated balance sheet as of January 29, 2000 and January 2, 1999, and consolidated statements of income, cash flows, and shareowners' equity, but the figures themselves are not presented here. The company reported 830,804,611 common shares outstanding on April 26, 2000, and the aggregate market value of common stock held by non-affiliates was $12,256,639,106 as of March 6, 2000. The filing references Kroger's merger with Fred Meyer and the change in its fiscal year. Its 8-K reports during the period discussed third-quarter 1999 earnings, reaffirmed fourth-quarter 1999 earnings per share estimates, and outlined expected combined synergy savings from the Kroger/Fred Meyer merger and prior Fred Meyer mergers, as well as estimated earnings per share growth for 2000 through 2002. The bulk of the amendment's substantive content is Exhibit 99.2, the audited financial statements of the Fred Meyer, Inc. 401(k) Savings Plan for Collective Bargaining Unit Employees as of December 31, 1999. Those statements show net assets available for benefits of $43,256,115, transferred from Smith's Food & Drug 401(k) Savings Plan on July 1, 1999, and include Kroger common stock holdings of $143,825. This exhibit is of limited relevance to investors evaluating Kroger's operating performance.

    Jun 28, 2000
  43. 2000-A

    Kroger Annual Report (Amendment), Year Ended Jan 29, 2000

    This Form 10-K/A for The Kroger Co. covers the fiscal year ended January 29, 2000. It reports 830,804,611 common shares outstanding on April 26, 2000, and an aggregate market value of $12,256,639,106 for shares held by non-affiliates as of March 6, 2000 (about $12.26 billion). The amendment's substantive content is Item 12, Security Ownership of Certain Beneficial Owners and Management. The filing states that the Proxy Statement, to be filed on or before May 28, 2000, is incorporated by reference into Parts II and III of the Form 10-K. The filing shows that Ronald W. Burkle is the largest individual holder, with 19,843,811 shares, including a currently exercisable warrant held by affiliates for 7,738,732 shares. Burkle and his affiliates own 2.3% of the common stock. Directors and executive officers as a group beneficially owned 27,034,450 shares, or 3.1% of the company. Joseph A. Pichler (2,397,051 shares) and David B. Dillon (1,289,399 shares) are the other executives with the largest reported holdings. Five percent or greater outside holders reported in the filing are AXA Assurances and I.A.R.D. Mutuelle, with 89,715,479 shares (10.2%); The Kroger Co. Savings Plan, with 57,274,157 shares (6.5%), held by plan trustees for participants; and Oppenheimer Capital, with 50,255,891 shares (5.7%). Ownership is concentrated among these holders relative to the broader shareholder base.

    May 17, 2000
  44. 2000

    Kroger Annual Report, Year Ended Jan 29, 2000

    The Kroger Co. reported sales of $45.35 billion for the 52 weeks ended January 29, 2000, up from $43.08 billion in the prior 53-week year. Net earnings were $628 million, or $0.73 per diluted share, compared with $237 million, or $0.28 per diluted share, in fiscal 1998. Earnings before extraordinary loss rose to $638 million from $494 million, but the filing attributes much of the period's activity to the May 27, 1999 merger with Fred Meyer Inc., which was accounted for as a pooling of interests, and to merger related costs of $383 million in 1999 and $269 million in 1998. EBITDA, as defined under the company's credit agreement, was $3,181 million in 1999 versus $2,783 million in 1998. Cash flow and balance sheet items warrant attention. Net cash provided by operating activities was $1,558 million, down from $1,838 million, and capital expenditures were $1,701 million. Total debt was $9.0 billion, and shareowners' equity stood at $2,683 million, up from $1,917 million. The company has not paid cash dividends for the past three fiscal years and is prohibited from paying them under its Credit Agreement. Management guided to capital expenditures of $1.5 to $1.7 billion for fiscal 2000, expects $260 million of synergy savings in 2000, and expects earnings per share to grow 16% to 18% on average annually over the next three years. The filing also discloses risks, including 90 collective bargaining agreements expiring in 2000, with a prolonged work stoppage potentially having a material adverse effect on operations. The company is also engaged in efforts to dispose of its interest in Santee Dairy, which may result in a loss. Management states that the pending legal claims are not expected to have a material adverse effect on financial position.

    Apr 27, 2000
  45. 1999-A

    Kroger Annual Report (Amendment), Year Ended Jan 2, 1999

    This Form 10-K/A for The Kroger Co. covers the fiscal year ended January 2, 1999. It reports 257,856,756 common shares outstanding as of March 23, 1999, and an aggregate market value of $15,712,730,035 held by nonaffiliates as of February 5, 1999. Item 14 lists the pending merger with Fred Meyer, Inc. under an Agreement and Plan of Merger dated October 18, 1998, among Kroger, Jobsite Holdings, Inc. and Fred Meyer, along with related stock option agreements. It also lists Form 8-K filings in October through December 1998, including the underwriting of 6.80% Senior Notes due 2018 in December 1998. Most of the filing consists of exhibits rather than core financial statements. Exhibit 99.1 contains the Kroger Co. Savings Plan financial statements for 1998 and 1997. Net assets available for plan benefits rose to $2,031,551 thousand at December 31, 1998, from $1,357,802 thousand a year earlier, and the plan's holding of Kroger common shares (27,043,649 shares) was carried at $1,636,141 thousand. The plan's 1998 supplemental employer contribution was 4%, compared with no supplemental contribution in 1997. Exhibit 99.2 contains the Dillon Companies, Inc. Employees' Stock Ownership and Savings Plan statements, with net assets of $805,669,342 at December 31, 1998, up from $547,789,759, of which Kroger common stock accounted for $654,913,963. For investors, the most substantive content is the merger disclosure, the debt issuance, and the Kroger stock held in employee plans. The filing itself does not provide consolidated income statement or balance sheet figures for Kroger in the text reviewed.

    Apr 27, 1999
  46. 1999

    Kroger Annual Report, Year Ended Jan 2, 1999

    The Kroger Co. reported fiscal 1998 (53 weeks ended January 2, 1999) sales of $28.20 billion, up from $26.57 billion in 1997, with net earnings of $410.8 million, or $1.55 per diluted share, compared with $411.7 million in 1997. Earnings before extraordinary loss were $449.9 million, or $1.70 per diluted share. Results were affected by one-time expenses of $52.4 million pre-tax and a $89.7 million pre-tax accounting change for store inventories from the retail method to the item cost method, which reduced earnings by $55.6 million. Excluding one-time expenses, EBITDA rose 12.4% to $1.556 billion. Identical food store sales increased 1.0% for the full year, and the company opened, acquired or expanded 96 food stores during 1998. Capital expenditures were $923.5 million, and the company expects 1999 capital spending of $850-$950 million. The balance sheet remained a shareowners' deficit of $387.8 million at year-end 1998, improved from $784.8 million a year earlier. Long-term debt, including capital leases and the current portion, was $3.404 billion, and the company had $1.147 billion available under its Credit Agreement. The company has not paid cash dividends on common stock for the past three fiscal years and is prohibited from paying them under its Credit Agreement. Management raised its long-term EPS growth target to a 15%-17% average annual increase over fiscal 1999-2001 and, assuming the merger closes, to 16%-18% from 2000. The filing describes a pending merger with Fred Meyer, Inc., in which each Fred Meyer share would convert into one newly issued Kroger share, accounted for as a pooling of interests and expected to close in spring 1999 subject to shareholder and antitrust approvals. The company also changed its fiscal year-end to the Saturday nearest January 31, and it disclosed Year 2000 remediation with a total projected cost of $30.9 million, of which $15.1 million had been incurred.

    Mar 26, 1999
  47. 1997-A

    Kroger Annual Report (Amendment), Year Ended Dec 27, 1997

    This Form 10-K/A for The Kroger Co. for the fiscal year ended December 27, 1997 is a short amended filing that does not contain the company's own financial statements. Instead, it attaches Exhibit 99.2 and Exhibit 99.3, which are the audited financial statements and supplemental schedules of two employee benefit plans: The Kroger Co. Savings Plan and the Dillon Companies, Inc. Employees' Stock Ownership and Savings Plan. The cover page reports 255,664,563 shares outstanding as of March 17, 1998, and an aggregate market value of common equity held by non-affiliates of $10,760,140,852 as of February 27, 1998. The cover page also states that the proxy statement is incorporated by reference into Parts II and III. The Kroger Co. Savings Plan reported net assets available for plan benefits of $1,357,802 thousand (about $1.36 billion) at December 31, 1997, up from $921,580 thousand at December 31, 1996. Its Employer Stock Fund held Kroger common shares with a cost of $272,336 thousand and a carrying value of $1,050,160 thousand at year-end 1997. The Plan's net increase in net assets for 1997 was $436,222 thousand, and the filing attributes most of the change to net appreciation of $404,786 thousand. Employee contributions totaled $56,048 thousand in 1997. The Dillon Companies, Inc. plan reported net assets available for plan benefits of $547,789,759 at December 31, 1997, up from $382,627,446 a year earlier. Its holdings of Kroger common stock were carried at $412,737,653 for the ESOP 401(k) allocation, and the plan's total Kroger stock investment across the master trust was $658,949,905. The plan's 1997 increase in net assets was $165,162,313, with net appreciation in Kroger stock of $150,678,679. The filing describes these plans' audited statements as the principal content of this amendment.

    Apr 27, 1998
  48. 1997

    Kroger Annual Report, Year Ended Dec 27, 1997

    The Kroger Co. reported fiscal 1997 (52 weeks ended December 27, 1997) sales of $26.57 billion, up from $25.17 billion in 1996, with net earnings of $411.7 million, or $1.57 per diluted share, compared with $349.9 million, or $1.35 per diluted share, in 1996. EBITD rose 13.2% to $1.385 billion. Food store sales were $24.80 billion, and identical food store sales were flat for the full year. The company operated 1,392 supermarkets in 24 states and 697 company-owned plus 119 franchised convenience stores, and it has not paid cash dividends in three years because its Credit Agreement prohibits them. The balance sheet shows total assets of $6.30 billion and a shareowners' deficit of $784.8 million, improved from $1.18 billion a year earlier. Long-term debt including capital leases was $3.49 billion, down from $3.66 billion. During 1997 the company redeemed $316.2 million of senior subordinated debt and issued $200 million of senior debt. Operating cash flow was $853.6 million and capital expenditures were $612.2 million. Management's 1998 outlook calls for capital expenditures of approximately $775 million, 90 to 100 store openings or expansions, and net interest expense of approximately $280 million. The filing notes unresolved IRS tax issues for tax years 1987 through 1992, which management says are provided for, and a year 2000 remediation effort that management does not expect to have a material adverse impact. Management describes the 1998 outlook as positive, while the filing lists competition, labor disputes and construction delays as risks.

    Mar 23, 1998
  49. 1996-A

    Kroger Annual Report (Amendment), Year Ended Dec 28, 1996

    The Kroger Co. reported record 1996 sales of $25.17 billion, up 5.1% from $23.94 billion in 1995, with food stores sales of $23.51 billion (up 4.5%) and convenience stores sales of $948 million (up 11.6%). Results were held back by work stoppages at the King Soopers and City Markets divisions, which the filing says reduced identical store sales growth to .5% for the full year (1.0% excluding the strike). Net earnings rose to $349.8 million in 1996 from $302.8 million in 1995, helped by lower extraordinary losses ($2.9 million versus $16.1 million) and net interest expense that declined to $300.0 million from $312.7 million. EBITD, a covenant-related measure, increased 6.7% to $1.241 billion, and the company stated it was in compliance with all Credit Agreement covenants at year-end. Cash flow and balance sheet items show more pressure. Cash from operating activities fell to $477.8 million from $798.5 million, mainly due to a $224.5 million increase in net owned inventories and a $120.6 million rise in prepaid and other assets. Capital expenditures were $733.8 million, and the company expects 1997 capital spending of approximately $800 to $850 million. Long-term obligations including capital leases were $3.66 billion, and the shareowners' deficit narrowed to $1.18 billion from $1.60 billion. The company is prohibited from paying cash dividends under its Credit Agreement. Management highlighted several 1997 initiatives: a stock repurchase program to offset dilution from employee stock options, redemption of about $142 million of 9 3/4% Senior Subordinated Debentures in February 1997, and plans to open or expand roughly 100 stores. The filing also notes that more than 200 collective bargaining agreements cover about 160,000 employees, with major contracts in Phoenix, Dallas, Atlanta and Nashville to be negotiated in 1997, and that a prolonged work stoppage could have a material adverse effect.

    Apr 24, 1997
  50. 1996

    Kroger Annual Report, Year Ended Dec 28, 1996

    The Kroger Co. reported record sales of $25.17 billion for the fiscal year ended December 28, 1996, up 5.1% from $23.94 billion in 1995. Food store sales rose 4.5% to $23.51 billion, while convenience store sales increased 11.6% to $948 million, driven by a 12% increase in gas retails in the fourth quarter. Net earnings were $349.9 million, or $2.65 per fully diluted share, compared with $302.8 million in 1995. EBITD, the measure used for debt covenant compliance, rose 6.7% to $1.241 billion. Identical food store sales increased only 0.5% for the full year, and the filing notes that King Soopers and City Markets work stoppages affected results. The balance sheet remains highly leveraged, with a shareowners' deficit of $1.18 billion and total long-term debt of $3.68 billion including capital leases. Total assets grew to $5.83 billion from $5.04 billion, largely reflecting higher property, plant and equipment and investments. Operating cash flow fell to $477.8 million from $798.5 million, mainly due to a $248.5 million use of cash from operating assets and liabilities. Capital expenditures were $733.8 million, and management expects 1997 capital spending of approximately $800 to $850 million. The Company has not paid cash dividends for the past two fiscal years and is prohibited from paying them under its Credit Agreement. Management highlighted several 1997 priorities, including a stock repurchase program to offset dilution from employee stock options, redemption of about $142 million of 9 3/4% senior subordinated debentures, and continued expansion of the combination food and drug store format. Labor risk was flagged: more than 200 collective bargaining agreements cover about 160,000 employees, and major contracts in Phoenix, Dallas, Atlanta and Nashville are up for negotiation in 1997. Management stated that legal proceedings are not expected to have a material adverse effect on financial position.

    Mar 19, 1997