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: January 25, 1996
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 January 25, 1996, the Company released its
earnings for the Fourth Quarter and Fiscal Year 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
Fourth Quarter and Fiscal Year 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.
January 25, 1996 By: (Paul W. Heldman)
Paul W. Heldman
Vice President,
Secretary and General
Counsel
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
- -------
99.1 Other Exhibits--Earnings Release for Fourth Quarter
and Fiscal Year 1995
<PAGE>
EXHIBIT 99.1
KROGER 4TH QTR OPER NET PER SHARE : 84 CENTS VS 75 CENTS;
RECORDS SET IN QUARTER AND YEAR FOR
PER SHARE EARNINGS, OPERATING CASH FLOW AND SALES
CINCINNATI, Ohio, January 25, 1996 --- The Kroger Co.
(NYSE: KR) said today that 1995 fourth quarter net earnings
before an extraordinary item rose 18.7 percent to $109.2
million from $92.0 million in the 1994 fourth quarter. On a
fully diluted per share basis, net earnings before the
extraordinary item increased 12.0 percent to 84 cents from 75
cents.
The Company's fourth quarter and full-year results set
records for sales, operating cash flow, and per share
earnings.
After the extraordinary item for the early retirement of
debt, fourth quarter net earnings totaled $105.5 million, or
81 cents per share, compared to $91.5 million, or 74 cents per
fully diluted share, in the 1994 fourth quarter.
Fourth quarter operating cash flow -- pre-tax earnings
before interest, depreciation, LIFO and extraordinary items --
rose 8.1 percent to $314.9 million from $291.3 million in
1994's final quarter. Food store sales increased 5.3 percent
in the quarter and identical food store sales rose 1.6
percent. Total sales in the fourth quarter increased 4.9
percent to a record $5.9 billion from $5.6 billion in the 1994
fourth quarter.
For Fiscal 1995, earnings before an extraordinary item
were $318.9 million, or $2.50 per share, compared to $268.9
million, or $2.19 per fully diluted share, in 1994. After the
extraordinary charge for debt retirement, Kroger's 1995 net
earnings totaled $302.8 million, or $2.38 per share, versus
net earnings of $242.2 million, or $1.98 per fully diluted
share, in 1994.
Full-year operating cash flow rose 9.2 percent to
$1.163 billion from $1.065 billion in 1994. Food store sales
rose 4.9 percent, while identical food store sales were up 1.4
percent for the year. Total 1995 sales were $23.9 billion, a
4.3 percent increase over 1994 sales of $23.0 billion.
Kroger Chairman and Chief Executive Officer Joseph A.
Pichler said the Company was especially pleased with 1995's
results because they followed strong performances in 1993 and
1994. "We continue to benefit from new technologies and
logistics systems that have reduced product and distribution
costs and working capital," Pichler said. "At the same time,
our record capital investment in new stores has solidified
Kroger's competitive position." Pichler also noted the
Company continued to benefit from its wide geographic base.
Operating cash flow increased in both the fourth quarter and
the full year in all but a few markets where intense
competition exerted pressure on margins.
Kroger's financial structure improved in 1995, Pichler
said. Net interest expense and net long-term debt were
reduced as a result of strong working capital management, the
conversion of approximately $200 million of Convertible Notes
to equity, and improved cash flow. Net interest expense in
1995 declined by 4.5 percent to $312.7 million. Net long-term
debt at year-end declined by $372 million to $3.46 billion.
During 1995, capital expenditures totaled approximately
$726 million, an increase of 36.0 percent over 1994. A
significant portion of this increase was attributable to the
Company's success in increasing the mix of new stores from
leased to Company-owned stores. Food store square footage
increased 4.6 percent with the completion of 83 new stores,
expansions and acquisitions, and 62 remodels.
For 1996, Kroger said it expects capital expenditures of
approximately $800 million. Food store square footage will
increase by approximately 6-7 percent.
<PAGE>
THE KROGER CO.
SALES AND EARNINGS
<TABLE>
<CAPTION>
4TH QUARTER 4TH QUARTER PERCENT
1995 1994 CHANGE
12/30/95 12/31/94
<S> <C> <C> <C>
Sales $5,860,734,188 $ 5,585,833,138 4.9
EBITD <F1> $ 314,900,516 $ 291,341,003 8.1
Non-EBITD
charges <F2> $ (3,687,550) $ (2,743,321)
LIFO $ 2,397,218 $ (587,674)
Interest $ (69,292,587) $ (75,787,777)
Depreciation $ (79,601,921) $ (68,482,730)
_______________ ________________
Pre-tax earnings
before extraordinary
loss $ 164,715,676 $ 143,739,501
Tax expense $ (55,466,559) $ (51,701,758)
_______________ ________________
Earnings before
extraordinary
loss $ 109,249,117 $ 92,037,743 18.7
Extraordinary
loss <F3> $ (3,750,149) $ (554,505)
_______________ ________________
Net earnings $ 105,498,968 $ 91,483,238
=============== ================
Primary earnings (loss)
per common share:
From operations $0.84 $0.80
From extraordinary
loss <F3> ($0.03) ($0.01)
_______________ __________________
Primary net earnings
per common share $0.81 $0.79
=============== ==================
Fully diluted earnings
(loss) per common share:
From operations $0.84 $0.75 12.0
From extraordinary
loss <F3> ($0.03) ($0.01)
_______________ __________________
Fully diluted net
earnings per
common share $0.81 $0.74
=============== ==================
Number of common shares
used in primary per share
calculation 129,453,609 114,537,156
Number of common shares
used in fully diluted per
share calculation 130,037,648 126,456,564
</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 from the
adoption of FASB 106 in 1994 and 1995 which is excluded
from EBITD as defined by the Company's Bank Credit
Agreement.
<F3> Represents the after-tax loss from the early
retirement of debt.
[/FN]
<PAGE>
<TABLE>
<CAPTION>
4 QUARTERS 4 QUARTERS PERCENT
1995 1994 CHANGE
<S> <C> <C> <C>
Sales $23,937,794,794 $ 22,959,121,897 4.3
EBITD <F1> $ 1,162,824,156 $ 1,064,857,957 9.2
Non-EBITD
charges <F2> $ (15,226,012) $ (22,106,956)
LIFO $ (14,102,782) $ (16,087,674)
Interest $ (312,685,354) $ (327,550,066)
Depreciation $ (311,271,904) $ (277,750,378)
_______________ _________________
Pre-tax earnings before
extraordinary
loss $ 509,538,104 $ 421,362,883
Tax expense $ (190,671,733) $ (152,459,937)
_______________ _________________
Earnings before
extraordinary
loss $ 318,866,371 $ 268,902,946
Extraordinary
loss <F3> $ (16,052,911) $ (26,707,105)
_______________ _________________
Net earnings $ 302,813,460 $ 242,195,841
=============== =================
Primary earnings (loss)
per common share:
From operations $2.65 $2.37
From extraordinary
loss <F3> ($0.13) ($0.24)
Primary net earnings
per common share $2.52 $2.13
=============== ==================
Fully diluted earnings (loss)
per common share:
From operations $2.50 $2.19 14.2
From extraordinary
loss <F3> ($0.12) ($0.21)
______________ __________________
Fully diluted net
earnings per common
share $2.38 $1.98
============== ==================
Number of shares used in
primary per share
calculation 120,413,169 113,537,369
Number of shares used in
fully diluted per share
calculation 129,232,375 129,714,182
</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 from the
adoption of FASB 106 in 1995 and 1994, and a $4.3 million
contribution to The Kroger Company 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.
[/FN]
