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 16, 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 October 16, 1996, the Company released its
earnings for the Third Quarter 1996 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 1996
<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 16, 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 Third Quarter
1996
FOR IMMEDIATE RELEASE EXHIBIT 99.1
October 16, 1996
KROGER 3RD QTR PER SHARE BEFORE CHARGE:
55 CENTS VS 49 CENTS
CINCINNATI, Ohio, October 16, 1996 --- The Kroger Co.
(NYSE: KR) said today that 1996 third quarter earnings per
share before an extraordinary charge increased 12 percent to
55 cents per share, fully diluted, from 49 cents in last
year's third quarter.
Earnings before the extraordinary charge totaled $72.3
million, compared to $62.7 million in the prior year third
quarter. After the extraordinary charge of $928,000 for the
early retirement of debt, Kroger's net earnings were $71.4
million, or 54 cents per fully diluted share, versus $61.2
million, or 48 cents per share, in the 1995 third quarter.
Kroger said third quarter earnings before the
extraordinary charge were reduced by about 2 cents per share
because of work stoppages in Colorado. The strikes have been
settled and sales have returned to normal.
Operating cash flow rose 8.2 percent to $323.6 million, a
record for the third quarter, compared to $299.0 million in
the third quarter a year ago.
Identical food store sales rose 0.9 percent in the third
quarter. Comparable store sales, which include results from
expanded and relocated stores, increased 3.7 percent. Total
sales rose 5.5 percent to a third quarter record $7.34 billion
from $6.96 billion.
Kroger Chairman and Chief Executive Officer Joseph A.
Pichler said the third quarter results were achieved despite
increased competition and the adverse impact of several
unusual events including Hurricane Fran, which temporarily
closed 25 stores in the Southeast; record high ingredient
costs for ice cream and dairy products; and the effects of the
Colorado strikes. In addition, gasoline margins declined in
Kroger's convenience store group because of cyclical market
factors.
"In 1993, we initiated a strategy to increase cash flow by
improving operating efficiencies in existing assets;
accelerating new store construction; and implementing new
technology and distribution systems. This strategy continues
to generate solid growth and consistent performance," Pichler
said.
During the third quarter, Kroger opened or expanded 31
food stores, compared to 18 new stores and expansions in last
year's third quarter.
<PAGE>
<TABLE>
The Kroger Co.
Sales and Earnings
<CAPTION>
3rd Qtr 3rd Qtr Percent
10/5/96 10/7/95
------- ------- -------
<S> <C> <C> <C>
Sales $7,343,132,896 $6,959,216,406 5.5
============== ============== =======
EBITD <F1> $ 323,561,978 $ 298,989,785 8.2
Non-EBITD
charges <F2> $ (5,200,000) $ (4,615,386)
LIFO $ (7,700,000) $ (9,500,000)
Interest $ (91,829,325) $ (93,429,999)
Depreciation $ (101,192,335) $ (89,423,647)
--------------- ---------------
Pre-tax earnings
before extraordinary
loss $ 117,640,318 $ 102,020,753
Tax expense $ (45,291,522) $ (39,344,227)
--------------- --------------
Earnings before
extraordinary
loss $ 72,348,796 $ 62,676,526
Extraordinary
loss <F3> $ (927,993) $ (1,515,522)
--------------- --------------
Net earnings
$ 71,420,803 $ 61,161,004
=============== ===============
Primary earnings
(loss) per common
share:
From operations $0.55 $0.52
From extraordinary
loss <F3> ($0.01) ($0.01)
--------------- ---------------
Primary net earnings
per common share $0.54 $0.51
=============== ================
Fully-diluted earnings
(loss) per common
share:
From operations $0.55 $0.49
From extraordinary
loss <F3> ($0.01) ($0.01)
---------------- ----------------
Fully-diluted net earnings
per common
share $0.54 $0.48
================= ================
Number of shares used
in primary per share
calculation 131,499,991 121,616,810
Number of shares used
in fully-diluted per share
calculation 132,276,811 129,019,053
</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.
<F3> Represents the after-tax loss from the early retirement
of debt.
<PAGE>
<TABLE>
3 Qtrs 3 Qtrs Percent
10/5/96 10/7/95
------- ------- -------
<S> <C> <C> <C>
Sales $18,971,752,578 $18,077,060,606 4.9
=============== ============== ======
EBITD <F1> $ 887,525,214 $ 847,923,640 4.7
Non-EBITD
charges <F2> $ (13,200,000) $ (11,538,462)
LIFO charge $ (14,700,000) $ (16,500,000)
Interest $ (232,977,886) $ (243,392,767)
Depreciation $ (257,189,494) $ (231,669,983)
---------------- ----------------
Pre-tax earnings before
extraordinary
loss $ 369,457,834 $ 344,822,428
Tax expense $ (142,241,265) $ (135,205,174)
---------------- ----------------
Earnings before
extraordinary
loss $ 227,216,569 $ 209,617,254
Extraordinary
loss <F3> $ (2,777,708) $ (12,302,762)
---------------- ----------------
Net earnings $ 224,438,861 $ 197,314,492
================ ================
Primary earnings (loss)
per common
share:
From operations $1.73 $1.78
From extraordinary
loss <F3> ($0.02) ($0.10)
---------------- ----------------
Primary net earnings
per common share
$1.71 $1.68
================ ================
Fully-diluted earnings (loss)
per common share:
From operations $1.72 $1.66
From extraordinary
loss <F3> ($0.02) ($0.10)
---------------- -----------------
Fully-diluted net earnings
per common share $1.70 $1.56
=============== ================
Number of shares used in
primary per share
calculation 131,009,814 117,668,835
Number of shares used in
fully-diluted per share
calculation 131,982,173 128,441,440
</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.
<F3> Represents the after-tax loss from the early retirement
of debt.
