KROGER CO
8-K, 1998-04-15
GROCERY STORES
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               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 15, 1998


                   
                         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 April 15, 1998, the Company released its earnings
          for the first quarter 1998 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 1998

<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 15, 1998                By(Paul W. Heldman)
                                 Paul W. Heldman
                                 Senior Vice President,     
                                   Secretary and General         
                                   Counsel

<PAGE>

                          EXHIBIT INDEX
                         -------------

Exhibit                                      
- -------

99.1      Other Exhibits--Earnings Release for First Quarter
          1998

<PAGE>


                                                  EXHIBIT 99.1


              KROGER 1ST QTR OPER EARNS PER SHARE:
                      41 CENTS VS 35 CENTS

CINCINNATI, Ohio, April 15, 1998 --- The Kroger Co. (NYSE: KR)
said today that 1998 first quarter earnings before an
extraordinary item rose 16.3 percent to $107.3 million from
$92.3 million in the 1997 first quarter.  On a diluted per
share basis, earnings before the extraordinary item rose 17
percent to 41 cents from 35 cents.

Kroger's first quarter results set records for sales,
operating cash flow, earnings, and earnings per share.

First quarter operating cash flow -- pretax earnings before
interest, depreciation, LIFO, and extraordinary items -- rose
8.2 percent to $335.0 million from $309.6 million.

Total Company sales in the quarter increased 4.1 percent to a
record $6.4 billion from $6.1 billion in the 1997 first
quarter.  Identical food store sales rose 0.7 percent. 
Comparable store sales, which include relocations and
expansions, were up 2.5 percent in the quarter.

Kroger Chairman and Chief Executive Officer Joseph A. Pichler
said the first quarter performance reflects Kroger's ability
to sustain strong current performance while executing major
capital investments to expand store square footage and enhance
cost-reducing technology and logistics systems. 

"Despite intense competition and the virtual absence of food
inflation, we continue to produce strong results.  Kroger's
first quarter performance is especially satisfying because it
compares favorably with very strong results in the 1997 first
quarter.  The sales and profits of Kroger brand products are
enjoying substantial growth," Pichler said.  "Kroger's strong
capital investment program is strengthening the Company's
strategic advantage in combination store formats, technology,
and logistics," he added.  

Kroger's financial structure continued to improved in the
first quarter.  Net interest declined 8 percent to $64.2
million.  Net total debt decreased by $202 million to $3.29
billion.   During the quarter, Fitch Investor Services, L.P.
upgraded the Company's debt rating to BBB from BBB-Minus. 
Also, Moody's Investors Service and Standard & Poor's raised
their outlook on Kroger  from "stable" to "positive," citing
the Company's improved operating results.


Kroger opened, expanded or relocated 11 food stores during the
first quarter, increasing food store square footage by 3.7
percent. 

                         The Kroger Co.
                       Sales and Earnings

<TABLE>
<CAPTION>
                      1st Qtr          1st Qtr         Percent
                        1998            1997           Change
                      3/21/98          3/22/97
                      -------          -------         -------
<S>               <C>              <C>                  <C>

Sales             $6,388,759,378   $6,139,412,656        4.1
                  ==============   ==============

EBITD <F1>        $  334,997,973   $  309,635,803        8.2

LIFO              $   (4,500,000)  $   (4,500,000)

Interest          $  (64,192,449)  $  (69,746,833)

Depreciation      $  (93,182,568)  $  (85,372,998)
                  --------------   --------------

Pre-tax Earnings  
before 
extraordinary 
item              $  173,122,956   $  150,015,972
 
Tax expense       $  (65,788,009)  $  (57,756,150)
                  --------------   --------------
Earnings before
extraordinary
item              $  107,334,947   $   92,259,822       16.3

Extraordinary
item <F2>         $   (4,293,134)  $   (5,210,005)
                  --------------   --------------
 
Net Earnings      $  103,041,813   $   87,049,817
                  ==============   ==============

Basic earnings
(loss) per 
common share:

From 
operations        $         0.42   $         0.36        16.7                    
   
From extraordinary
item <F2>         $        (0.02)  $        (0.02)
                  --------------   --------------
Basic net
earnings per
common 
share             $         0.40   $         0.34
                  ==============   ==============

Number of 
shares used in 
basic per share
calculation          255,173,181      254,079,794

Diluted 
earnings (loss)
per common share:

From operations    $        0.41   $         0.35       17.1

From extraordinary
item <F2>          $       (0.02)  $        (0.02)
                   -------------   --------------

Diluted net
earnings per
common share       $        0.39   $         0.33
                   =============   ==============

Number of
shares used in 
diluted per share 
calculation          264,918,540      267,177,386

<FN>
<F1>    EBITD represents pretax earnings before interest, depreciation,
        and LIFO as defined in the Company's Bank Credit Agreement.

<F2>    Represents the after-tax loss from the early retirement of debt.
</FN>
</TABLE>
<PAGE>



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