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: April 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
Item 5. Other Events
On April 18, 1995, the Company released its earnings
for the first 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 First
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.
April 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 First Quarter
1995
EXHIBIT 99.1
KROGER 1QTR OPER NET PER SHARE:
53 CENTS VS. 46 CENTS
CINCINNATI, Ohio, April 18, 1995 --- The Kroger Co. said
today that 1995 first quarter net operating earnings before an
extraordinary item increased 15.8 percent to a record $64.5
million, or 53 cents per share on a fully diluted basis, from
$55.7 million, or 46 cents per share fully diluted, in the
1994 first quarter.
After an extraordinary item of $5.3 million for early
retirement of debt, Kroger's 1995 first quarter net earnings
totaled $59.1 million, or 49 cents per fully diluted share,
compared with earnings of $47.4 million, or 40 cents per
share, in the 1994 first quarter.
First quarter operating cash flow -- earnings before
interest expense, taxes, depreciation, and LIFO -- increased
8.1 percent to a record $256.9 million from $237.5 million.
Sales in the first quarter also were a record, increasing
2.6 percent to $5.46 billion from $5.33 billion. Kroger said
that total food store sales improved 4 percent over the prior
year's first quarter. Identical food store sales improved 1.1
percent. The Company noted that identical store sales
increased 2.0 percent in February and March following a 0.5
percent decline in January when identical store comparisons
were unusually affected by severe winter weather in January
1994.
Kroger Chairman and Chief Executive Officer Joseph A.
Pichler said first quarter results reflected the consistency
of Kroger's performance over the past two years. "Kroger's
strategy -- growth through existing assets, new store
development, and implementation of technology and logistics --
is producing consistently strong results quarter after
quarter," Pichler said. "Since the first quarter of 1993, we
have steadily improved both our operating performance and our
marketplace position despite a record number of competitive
openings in many of our markets."
Pichler added that Kroger's retail divisions, convenience
stores, and manufacturing units were benefiting from increased
productivity and declining costs as new technologies and
logistical applications come onstream.
During the quarter, Kroger opened, acquired and expanded
15 food stores and completed 7 remodels. The Company said new
combination food and drug stores opened in 1993 and 1994 as
part of its accelerated expansion program are proving to be an
ideal format against every kind of competitive strategy. "The
increased investment in capital expenditures we have
undertaken over the past two years is already producing
returns greater than we originally projected," Pichler said.
As a result, Pichler announced that Kroger will increase its
capital expenditures by an additional $158 million for new
stores and investments in technology and logistical systems.
The funds, generated from increased cash flow in 1994, will be
added to the Company's capital expenditure budget for 1995
through 1997.
<PAGE>
1st Qtr 1st Qtr Percent
1995 1994 Change
3/25/95 3/26/94
Sales $5,464,954,381 $5,328,803,907 2.6
============== ============== =====
EBITD<F1> $ 256,877,490 $ 237,547,843 8.1
Non-EBITD
charges<F3>$ (3,461,538) $ (4,500,000)
LIFO $ (3,500,000) $ (3,500,000)
Interest $ (75,323,951) $ (76,031,488)
Depreciation
$ (68,840,964) $ (62,310,169)
_______________ _______________
Pre-tax earnings
before extraordinary item
$ 105,751,037 $ 91,206,186
Tax expense
$ (41,274,630) $ (35,516,374)
______________ _______________
Earnings before
extraordinary item
$ 64,476,407 $ 55,689,812
Extraordinary
item <F2> $ (5,335,782) $ (8,332,078)
_______________ ________________
Net earnings
$ 59,140,625 $ 47,357,734
=============== ===============
Primary earnings per
common share:
From operations $0.56 $0.50
From extraordinary
item <F2> ($0.05) ($0.07)
______________ _______________
Primary net earnings per
common share $0.51 $0.43
============== ===============
Fully-diluted earnings
per common share:
From operations $0.53 $0.46
From extraordinary
item <F2> ($0.04) ($0.06)
_______________ _______________
Fully-diluted net earnings
per common
share $0.49 $0.40
================ ================
Number of shares used in
primary per share
calculation 114,991,635 111,923,229
Number of shares used in
fully-diluted per share
calculation
126,216,003 129,654,351
<F1> EBITD represents pre-tax earnings before interest,
depreciation, LIFO and extraordinary items.
<F2> Represents the after-tax loss from the early retirement
of debt.
<F3> FASB 106 (retiree health care) quarterly expense
