01—Abstract
Summary
Summary of the 10-K/A filed April 18, 2018. Cited figures are marked; the original filing is the authoritative source.
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 $1a par value Common Stock.
The cover page reports an aggregate market value of Common Stock held by non-affiliates of $21.1 billionb 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.
02—Key points
Key Highlights
- Form 10-K/A filed to correct the cover page count of outstanding common shares as of March 29, 2018.
- Corrected outstanding shares: 854,098,314 ($1 par value Common Stock), after excluding 11,878,040 treasury shares that were included in the Original Filing in error.
- Aggregate market value of Common Stock held by non-affiliates was $21.1 billion as of August 12, 2017.
- Kroger is a large accelerated filer and not a shell company.
- New Rule 13a-14(a)/15d-14(a) certifications (Exhibits 31.1 and 31.2) are attached; paragraphs 3, 4 and 5 are omitted.
- The amendment does not change or update any other disclosures in the Original Filing, including financial statements.
- Part III information is incorporated by reference from the definitive proxy statement for the 2018 annual meeting of shareholders.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2018, Kroger kept $0.02.
- Revenue$122.66B100.0%
- Cost of revenue−$95.66B78.0%
- Gross profit$27.00B22.0%
- Operating costs−$24.39B19.9%
- Operating income$2.61B2.1%
- Interest, other & tax−$705.0M0.6%
- Net income$1.91B1.6%
Where FY2018 revenue went
$122.66B- Cost of revenue: $95.66B, 78% of revenue
- Operating costs: $24.39B, 20% of revenue
- Net income: $1.91B, 1.6% of revenue
- Interest, other & tax: $705.0M, 0.6% of revenue
Kept 1.6% as net incomeNet income $1.91B · 1.6%
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2018filed April 18, 2018Financial Statements
FY2018 against FY2017
| Line item | FY2018FY2017 | Change |
|---|---|---|
| Revenue | $122.66B$115.34B | +6.4% |
| Cost of Revenue | $95.66B$89.50B | +6.9% |
| Gross Profit | $27.00B$25.84B | +4.5% |
| Operating Income | $2.61B$3.45B | −24.3% |
| Interest Expense | $601.00M$522.00M | +15.1% |
| Net Income | $1.91B$1.98B | −3.4% |
| EPS (Basic) | $2.11$2.08 | +1.4% |
| EPS (Diluted) | $2.09$2.05 | +2.0% |
| Shares Outstanding (Basic) | 895.00M942.00M | −5.0% |
| Shares Outstanding (Diluted) | 904.00M958.00M | −5.6% |
05—Questions
Frequently Asked Questions
Why was this amendment filed?
The company filed Amendment No. 1 to correct the number of common shares outstanding as of March 29, 2018, shown on the cover page of the Original Filing. That figure inadvertently included 11,878,040 treasury shares that were issued but not outstanding.
How many Kroger common shares were outstanding as of March 29, 2018?
The corrected figure is 854,098,314 shares of Common Stock ($1 par value).
Does this amendment change Kroger's financial results or other disclosures?
No. The filing states that it does not change or update any other disclosures in the Original Filing, and no financial statements were amended or included.
What was the market value of Kroger's stock held by non-affiliates?
The aggregate market value of Common Stock held by non-affiliates was $21.1 billion as of August 12, 2017, as stated on the cover page.
Where can investors find Part III information such as executive compensation?
Portions of the definitive proxy statement for the 2018 annual meeting of shareholders are incorporated by reference into Part III. That proxy statement is to be filed within 120 days after the end of the fiscal year.
06—Continue