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: July 16, 1997
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 July 16, 1997, the Company released its earnings for
the second quarter 1997 in the form attached hereto as
Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Other Exhibits--Earnings Release for Second
Quarter 1997
<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.
July 16, 1997 By (Paul W. Heldman)
Paul W. Heldman
Vice President, Secretary
and General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit
99.1 Other Exhibits--Earnings Release for Second Quarter
1997
EXHIBIT 99.1
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NEWS MEDIA CONTACT: PAUL BERNISH, THE KROGER CO. (513) 762-1304
ANALYST CONTACT: KATHY KELLY, THE KROGER CO. (513) 762-4969
RELEASE AVAILABLE ON INTERNET AT WWW.CFONEWS.COM/KR
KROGER REPORTS RECORD SECOND QUARTER CASH FLOW,
EARNINGS, PER SHARE EARNINGS AND SALES
CINCINNATI, Ohio, July 16, 1997 --- The Kroger Co. said today
that earnings in the 1997 second quarter, before an extraordinary
charge from the early retirement of debt, rose 38 percent to a
record $108.1 million, or 41 cents per share, from $78.4 million,
or 30 cents per share in the prior year second quarter.
For the quarter, operating cash flow -- earnings before interest,
taxes, depreciation, and LIFO -- totaled a record $335.8 million,
a 19.2 percent increase over the 1996 second quarter. Excluding
the effects of the 44-day strike during last year's second
quarter at the Company's King Soopers division, operating cash
flow increased 8.2 percent.
On a strike-adjusted basis, earnings per share in the quarter,
before the extraordinary charge, increased 13.9 percent to 41
cents from 36 cents. After the extraordinary charge, net
earnings in the second quarter were a record $105.1 million, or
40 cents per share, versus $77.6 million, or 30 cents per share,
in last year's second quarter.
Total sales in the quarter increased 6.6 percent to a record $6.2
billion. Identical store sales, adjusted for the King Soopers
strike, declined 0.1 percent, reflecting the absence of food
price inflation and the continuing impact of competition.
Comparable store sales, which include results from expanded and
relocated stores, increased 3.2 percent, excluding the King
Soopers strike.
<PAGE>
During the quarter, Kroger opened, acquired or expanded 22 stores
compared to 21 openings and expansions in the 1996 second
quarter.
Joseph A. Pichler, Chairman and Chief Executive Officer, said the
Company was very pleased with the second quarter performance.
"Our results reflect the core strengths of the Company -- a
leading share in our major markets, continuing working capital
discipline and overall expense control, the favorable impact of
Kroger's substantial investments in technology, and the strong
performance of Kroger's store brands," Pichler stated. He added
that Kroger's manufacturing plants and convenience store group
contributed strong results.
Net interest expense declined in the second quarter to $68.4
million from $70.5 million in the 1996 second quarter. Net long-
term debt declined $227 million to $3.28 billion.
<PAGE>
<TABLE>
THE KROGER CO.
SALES AND EARNINGS
<CAPTION>
2nd QUARTER 2nd QUARTER PERCENT
1997 1996 CHANGE
6/14/97 6/15/96
<S> <C> <C> <C>
Sales $6,231,794,078 $ 5,844,365,872 6.6
============== ===============
EBITD <F1> $ 335,835,187 $ 281,820,148 19.2
LIFO $ (3,500,000) $ (3,500,000)
Interest $ (68,352,808) $ (70,522,642)
Depreciation $ (88,202,769) $ (80,354,023)
_______________ ________________
Pre-tax earnings
before extraordinary
loss $ 175,779,610 $ 127,443,483 37.9
Tax expense $ (67,642,505) $ (49,065,741)
_______________ ________________
Earnings before
extraordinary
loss $ 108,137,105 $ 78,377,742 38.0
Extraordinary
loss <F2> $ (3,032,848) $ (765,601)
_______________ ________________
Net earnings $ 105,104,257 $ 77,612,141
=============== ================
</TABLE>
<TABLE>
<S> <C> <C> <C>
Fully diluted earnings
per common share:
From operations $0.41 $0.30 36.7
From extraordinary
loss <F2> ($0.01) ($0.00)
_______________ __________________
<PAGE>
Fully diluted net
earnings per
common share $0.40 $0.30
=============== ==================
</TABLE>
<TABLE>
<S> <C> <C>
Number of common shares
used in fully diluted per
share calculation 266,947,041 262,288,598
<F1> EBITD represents pre-tax earnings before interest,
depreciation and LIFO but after the costs associated
with the adoption of FASB 106.
<F2> Represents the after-tax loss from the early retirement
of debt.
<PAGE>
</TABLE>
<TABLE>
2 QUARTERS 2 QUARTERS PERCENT
1997 1996 CHANGE
6/14/97 6/15/96
<S> <C> <C> <C>
Sales $12,371,206,735 $11,628,619,682 6.4
============== ===============
EBITD <F1> $ 645,470,990 $ 555,963,236 16.1
LIFO $ (8,000,000) $ (7,000,000)
Interest $ (138,099,641) $ (141,148,561)
Depreciation $ (173,575,767) $ (155,997,159)
_______________ ________________
Pre-tax earnings
before cumulative effect
adjustment and extraordinary
loss $ 325,795,582 $ 251,817,516 29.4
Tax expense $ (125,398,654) $ (96,949,743)
_______________ ________________
Earnings before
extraordinary
loss $ 200,396,928 $ 154,867,773 29.4
Extraordinary
loss <F2> $ (8,242,853) $ (1,849,715)
_______________ ________________
Net earnings $ 192,154,075 $ 153,018,058
=============== ================
</TABLE>
<TABLE>
<S> <C> <C> <C>
Fully diluted earnings (loss)
per common share:
From operations $0.75 $0.59 27.1
From extraordinary
loss <F2> ($0.03) ($0.01)
_______________ __________________
<PAGE>
Fully diluted net
earnings per
common share $0.72 $0.58
=============== ==================
Number of common shares
used in fully diluted per
share calculation 267,348,857 261,755,002
<F1> EBITD represents pre-tax earnings before interest,
depreciation and LIFO but after the costs associated
with the adoption of FASB 106.
<F2> Represents the after-tax loss from the early retirement
of debt.
</TABLE>
