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 18, 1995
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
<PAGE>
Item 5. Other Events
- ------- ------------
On October 18, 1995, the Company released its
earnings for the Third Quarter 1995 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 1995
<PAGE>
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 18, 1995 By: (Paul W. Heldman)
Paul W. Heldman
Vice President,
Secretary and
General Counsel
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
- -------
99.1 Other Exhibits--Earnings Release for Third Quarter
1995
EXHIBIT 99.1
KROGER 3QTR OPER NET PER SHARE:
49 CENTS VS. 43 CENTS
CINCINNATI, Ohio, October 18, 1995 --- The Kroger Co. said
today that 1995 third quarter earnings per share before an
extraordinary charge increased 14 percent to 49 cents per
share, fully diluted, from 43 cents in last year's third
quarter.
Earnings before the extraordinary charge totaled $62.7
million, compared to $51.2 million in the prior year third
quarter. After the extraordinary charge of $1.5 million for
the early retirement of debt, Kroger's net earnings were $61.2
million, or 48 cents per fully diluted share, versus earnings
of $36 million, or 31 cents per share, in the 1994 third
quarter.
Operating cash flow rose 8.8 percent to $299.0 million, a
record for the third quarter, compared to $274.8 million in
the third quarter a year ago.
Identical food store sales increased 1.4 percent. Food
store sales increased 5.0 percent while total sales rose 4.6
percent to a third quarter record $6.96 billion from $6.65
billion.
Year-to-date, Kroger said operating earnings before the
extraordinary charge totaled $209.6 million, or $1.66 per
fully diluted share. Operating cash flow increased 9.6
percent to $847.9 million, and sales increased 4.1 percent to
$18.1 billion.
Kroger Chairman and Chief Executive Officer Joseph A.
Pichler said the third quarter results -- the twelfth
consecutive quarter of improved performance -- reflect the
positive impact of the Company's accelerated store
construction, improvements in productivity, cost reductions in
procurement and distribution, and the payback from investments
in new technologies.
Pichler noted that these programs, plus the conversion of
the $200 million in Convertible Junior Subordinated Notes
during the quarter, enabled the Company to reduce net
operating working capital to $6 million in this year's third
quarter from $200 million in the comparable 1994 quarter and
reduce debt by $437 million while increasing capital
expenditures versus 1994.
"In 1993, we established a strategy for growth from
existing assets, new stores, and improvements in the
fundamentals --- technology, distribution, and productivity
enhancements. By adhering to this strategy, Kroger is
achieving consistently stronger results," Pichler said. He
added that Kroger-label brands continue to make a solid
contribution to sales and profits.
During the third quarter, Kroger opened or expanded 18
food stores, for a total of 48 stores year-to-date. This is
on target with the Company's plan to expand retail square
footage by 5-6 percent per year in 1994-96.
During the quarter, Kroger converted all of its remaining
$200 million of 6-3/8 percent Convertible Junior Subordinated
Notes into approximately 10.7 million shares of common stock.
The conversion reduced the Company's annual interest expense
by approximately $13 million.
Long-term debt at the end of the third quarter was $3.5
billion, compared to $3.9 billion in last year's third
quarter.
<PAGE>
<TABLE>
The Kroger Co.
Sales and Earnings
<CAPTION>
3rd Qtr 3rd Qtr Percent
10/7/95 10/8/94
-------------- -------------- -------
<S> <C> <C> <C>
Sales $6,959,216,406 $6,650,256,497 4.6
============== ============== ======
EBITD <F1> $ 298,989,785 $ 274,798,392 8.8
Non-EBITD
charges <F2>
$ (4,615,386) $ (10,363,635)
LIFO $ (9,500,000) $ (9,000,000)
Interest $ (93,429,999) $ (100,722,437)
Depreciation
$ (89,423,647) $ (82,573,948)
--------------- ---------------
Pre-tax earnings
before extraordinary
loss $ 102,020,753 $ 72,138,372
Tax expense <F3>
$ (39,344,227) $ (20,941,468)
--------------- ---------------
Earnings before
extraordinary
loss $ 62,676,526 $ 51,196,904
Extraordinary
loss <F4> $ (1,515,522) $ (15,174,978)
--------------- ---------------
Net earnings
$ 61,161,004 $ 36,021,926
=============== ===============
Primary earnings
(loss) per common
share:
From operations $0.52 $0.45
From extraordinary
loss <F4> ($0.01) ($0.13)
--------------- ---------------
Primary net earnings
per common share
$0.51 $0.32
=============== ================
Fully-diluted earnings
(loss) per common
share:
From operations $0.49 $0.43
From extraordinary
loss <F4> ($0.01) ($0.12)
---------------- ----------------
Fully-diluted net earnings
per common share $0.48 $0.31
================= ================
Number of shares used
in primary per share
calculation 121,616,810 114,193,932
Number of shares used
in fully-diluted per share
calculation 129,019,053 131,710,957
</TABLE>
[FN]
<F1> EBITD represents pre-tax earnings before interest, depreciation and LIFO
as defined in the Company's Bank Credit Agreement.
<F2> Represents the additional quarterly charge related to FASB 106 in 1995 and
1994 and a $4.3 million 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 1994 included a $5.9 million credit (4 cents per fully
diluted share) from the donation to The Kroger Co. Foundation.
<F4> Represents the after-tax loss from the early retirement of debt.
<PAGE>
<TABLE>
<CAPTION>
3 Qtrs 3 Qtrs Percent
10/7/95 10/8/94
--------------- --------------- -------
<S> <C> <C> <C>
Sales $18,077,060,606 $17,373,288,759 4.1
=============== =============== =======
EBITD <F1> $ 847,923,640 $ 773,516,954 9.6
Non-EBITD
charges <F2>
$ (11,538,462) $ (19,363,635)
LIFO charge
$ (16,500,000) $ (15,500,000)
Interest $ (243,392,767) $ (251,762,289)
Depreciation
$ (231,669,983) $ (209,267,648)
_______________ _______________
Pre-tax earnings before
extraordinary
loss $ 344,822,428 $ 277,623,382
Tax
expense <F3> $ (135,205,174) $ (100,758,179)
---------------- ----------------
Earnings before
extraordinary
loss $ 209,617,254 $ 176,865,203
Extraordinary
loss <F4> $ (12,302,762) $ (26,152,600)
---------------- ----------------
Net earnings
$ 197,314,492 $ 150,712,603
================ ================
Primary earnings (loss)
per common
share:
From operations $1.78 $1.56
From extraordinary
loss <F4> (0.10) ($0.23)
--------------- -----------------
Primary net earnings
per common share
$1.68 $1.33
=============== ==================
Fully-diluted earnings (loss)
per common share:
From operations $1.66 $1.45
From extraordinary
loss <F4> ($0.10) ($0.20)
----------------- ----------------
Fully-diluted net earnings
per common share
$1.56 $1.25
================= ================
Number of shares used in
primary per share
calculation
117,668,835 113,125,977
Number of shares used in
fully-diluted per share
calculation
128,441,440 130,921,078
</TABLE>
<F1> EBITD represents pre-tax earnings before interest, depreciation and LIFO
as defined in the Company's Bank Credit Agreement.
<F2> Represents the additional quarterly charge related to FASB 106 in 1995 and
1994, and a $4.3 million 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 1994 included a $5.9 million credit from the donation to
The Kroger Co. Foundation.
<F4> Represents the after-tax loss from the early retirement of debt.
