SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 19, 1994
THE KROGER CO.
(Exact name of registrant as specified in its charter)
An Ohio Corporation No. 1-303 31-0345740
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Number)
1014 Vine Street
Cincinnati, OH 45201
(Address of principal
executive offices)
Registrant's telephone number: (513) 762-4000
Item 5. Other Events
- ------- ------------
On October 19, 1994, the Company released its earnings
for the third quarter 1994 in the form attached hereto
as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
- ------- ---------------------------------
(c) Exhibits
99.1 Other Exhibits--Earnings Release for Third
Quarter 1994
EXHIBIT INDEX
--------------
Exhibit
- -------
99.1 Other Exhibits--Earnings Release for Third Quarter
1994
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereto duly authorized.
THE KROGER CO.
October 19, 1994 By (William J. Sinkula)
William J. Sinkula
Executive Vice President
and Chief Financial
Officer
EXHIBIT 99.1
KROGER 3RD QTR OPER NET PER SHARE:
43 CENTS VS. 23 CENTS
CINCINNATI, Ohio, October 19, 1994 --- The Kroger Co. said
today that 1994 third quarter fully diluted earnings per share
before an extraordinary charge for the early retirement of
debt increased to 43 cents per share from 23 cents in the
prior year third quarter.
Earnings before the extraordinary charge totaled $51.2
million, compared to $25.2 million in last year's third
quarter. After the extraordinary charge of $15.2 million,
Kroger reported net earnings of $36.0 million, or 31 cents per
share on a fully-diluted basis, versus earnings of $16.4
million, or 16 cents per share, fully diluted, in the 1993
third quarter.
Operating cash flow in the third quarter rose 10.1 percent to
$274.8 million, compared to $249.7 million in the third
quarter a year ago.
Identical food store sales increased 2.3 percent, the largest
increase of any 1994 quarter. Food store sales, adjusted for
the disposition of San Antonio in 1993, increased 5.6 percent,
and total sales increased 2.6 percent to a record $6.65
billion from $6.48 billion in 1993.
<PAGE>
Year-to-date, Kroger reported operating cash flow of $773.5
million. Earnings before the extraordinary charge for debt
retirement totaled $176.9 million, or $1.45 per fully-diluted
share. Total sales rose 2.3 percent to $17.4 billion.
Kroger Chairman and Chief Executive Officer Joseph A. Pichler
said the third quarter results reflect the positive effects of
the Company's accelerated store construction, improvements in
productivity, cost reductions in procurement and distribution,
and the payback from investments in new technologies. "We had
an impressive quarter across-the-board, with excellent same
store sales growth, a strong performance from Kroger-label
brands, and firm cost discpline throughout the organization,"
Pichler said.
During the third quarter, Kroger opened or expanded 19 food
stores. This expansion is on target with the Company's
previously disclosed plans to expand retail square footage by
a minimum of approximately 5-6 percent annually in 1994-96.
The Company said net interest expense declined 16.0 percent in
the third quarter to $100.7 million from $119.9 million.
Long-term debt at the end of the third quarter was $3.9
billion, compared to $4.2 billion for the comparable 1993
quarter.
Kroger also noted that within the past few weeks, new labor
contracts have been ratified covering approximately 22,000
store employees in Cincinnati, Louisville, and Charleston,
West Virginia. The contracts fix wages and benefits for 4.5
to five years and provide increased flexibility in operating
procedures and employee health care plans.
<PAGE>
The Kroger Co.
Sales and Earnings
3rd Qtr 3rd Qtr Percent
10/8/94 10/9/93
________ _________ _______
Sales $6,650,256,497 $6,478,644,986 2.6
============== ============== =======
EBITD <F1> $ 274,798,392 $ 249,674,809 10.1
Non-EBITD
charges <F2>
$ (10,363,635) $ (6,000,000)
LIFO credit
(charge) $ (9,000,000) $ 4,000,000
Interest $ (100,722,437) $ (119,913,845)
Depreciation
$ (82,573,948) $ (78,047,144)
_______________ _______________
Pre-tax earnings
before extraordinary
loss $ 72,138,372 $ 49,713,820
Tax expense <F3>
$ (20,941,468) $ (24,505,206)
______________ ______________
Earnings before
extraordinary
loss $ 51,196,904 $ 25,208,614
<PAGE>
Extraordinary
loss <F4> $ (15,174,978) $ (8,833,814)
_______________ _______________
Net earnings
$ 36,021,926 $ 16,374,800
=============== ===============
Primary earnings
(loss) per common
share:
From operations $0.45 $0.23
From extraordinary
loss <F4> ($0.13) ($0.08)
_______________ ________________
Primary net earnings
per common share
$0.32 $0.15
=============== ================
Fully-diluted earnings
(loss) per common
share:
From operations $0.43 $0.23
From extraordinary
loss <F4> ($0.12) ($0.07)
_______________ ________________
Fully-diluted net earnings
per common
share $0.31 $0.16
================= ================
<PAGE>
Number of shares used
in primary per share
calculation 114,193,932 109,632,729
Number of shares used
in fully-diluted per share
calculation 131,710,957 120,613,111
<F1> EBITD represents pre-tax earnings before interest,
depreciation and LIFO as defined in the Company's Bank
Credit Agreement.
<F2> Represents $6.0 million for additional quarterly charge
from the adoption of FASB 106 in 1993 and 1994 and a $4.4
million ($2.7 million after-tax, or 2 cents per ully-diluted
share) contribution to The Kroger Co. Foundation in 1994 which
are excluded from EBITD as defined by the Company's Bank
Credit Agreement.
<F3> Tax expense in 1993 included a $4.3 million charge (3
cents per fully diluted share) to increase deferred taxes due
to the Deficit Reduction Act and, in 1994, a $5.9 million
credit (4 cents per fully diluted share) from a donation to
The Kroger Co. Foundation.
<F4> Represents the after-tax loss from the early retirement
of debt.
<PAGE>
3 Qtrs 3 Qtrs Percent
10/8/94 10/9/93
________ ________ _______
Sales $17,373,288,759 $16,981,943,292 2.3
============== ============== =======
EBITD <F1> $ 773,516,954 $ 705,603,506 9.6
Non-EBITD
charges <F2>
$ (19,363,635) $ (37,725,000)
LIFO charge
$ (15,500,000) $ (3,750,000)
Interest $ (251,762,289) $ (311,493,834)
Depreciation
$ (209,267,648) $ (200,926,037)
_______________ _______________
Pre-tax earnings before
cumulative effect adjustment
and extraordinary
loss $ 277,623,382 $ 151,708,635
Tax
expense $ (100,758,179) $ (67,414,951)
______________ ______________
Earnings before
cumulative effect adjustment
and extraordinary
loss $ 176,865,203 $ 84,293,684
<psge>
Extraordinary
loss <F3> $ (26,152,600) $ (20,011,669)
Cumulative effect of change
in accounting for
post-retirement
benefits <F4>
$ NA $ (159,192,961)
________________ _______________
Net earnings
(loss) $ 150,712,603 $ (94,910,946)
================ ================
Primary earnings (loss)
per common
share:
From operations $1.56 $0.80
From extraordinary
loss <F3> (0.23) ($0.19)
From cumulative effect of
change in accounting for
post-retirement
benefits <F4> N/A ($1.51)
_______________ __________________
Primary net earnings
(loss) per common
share $1.33 ($0.90)
=============== ==================
<PAGE>
Fully-diluted earnings (loss)
per common share:
From operations $1.45 $0.77
From extraordinary
loss <F3> ($0.20) ($0.17)
From cumulative effect of
change in accounting for
post-retirement
benefits <F4> N/A ($1.36)
______________ ____________
Fully-diluted net earnings
(loss) per common
share $1.25 ($0.76)
============== ============
Number of shares used in
primary per share
calculation
113,125,977 105,666,064
Number of shares used in
fully-diluted per share
calculation
130,921,078 117,063,312
<F1> EBITD represents pre-tax earnings before interest,
depreciation and LIFO as defined in the Company's Bank Credit
Agreement.
<F2> Represents $15.0 million for additional quarterly charges
from the adoption of FASB 106 in 1994, $22.7 million, or $15
million after-tax from the withdrawal from San Antonio in 1993,
and a $4.4 million, or $2.7 million after-tax, contribution to
The Kroger Co. Foundation in 1994, which are excluded from
EBITD as defined by the Company's Bank Credit Agreement.
<F3> Represents the after-tax loss from the early retirement of
debt.
<F4> Represents the after-tax cumulative effect adjustment from
the adoption of FASB 106, "Accounting for Postretirement
Benefits other than Pensions."
# # #
MEDIA CONTACT: Paul Bernish (513) 762-1304
INVESTOR CONTACT: Pam Taylor (513) 762-4969
