SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ANNUAL REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended Commission File No. 1-303 December 27, 1997 THE KROGER CO. An Ohio Corporation I.R.S. Employer Identification No. 31-0345740 Address Telephone Number - ------- ---------------- 1014 Vine St. (513) 762-4000 Cincinnati, Ohio 45202 Securities registered pursuant to section 12 (b) of the Act: Name of Exchange on Title of Class which Registered - -------------- ---------------------------- Common $1 par value New York Stock Exchange 255,664,563 shares outstanding on March 17, 1998 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ________. -------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any amendment to this Form 10K [_]. The aggregate market value of the voting and non-voting common equity of The Kroger Co. held by nonafflilates as of February 27, 1998: $10,760,140,852 Documents Incorporated by Reference: Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act on or before April 27, 1998 incorporated by reference into Parts II and III of Form 10-K. SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE KROGER CO. Dated: April 24, 1998 By: (Paul W. Heldman) Paul W. Heldman Senior Vice President, Secretary and General Counsel INDEX OF EXHIBITS ----------------- Exhibit - ------- 23.2 Consent of Independent Accountants 23.3 Consent of Independent Accountants 27.1 Restated Financial Data Schedule 27.2 Restated Financial Data Schedule 27.3 Restated Financial Data Schedule 27.4 Restated Financial Data Schedule 27.5 Restated Financial Data Schedule 27.6 Restated Financial Data Schedule 27.7 Restated Financial Data Schedule 27.8 Restated Financial Data Schedule 99.2 Financial Statements for The Kroger Co. Savings Plan for the Year Ended December 31, 1997 99.3 Financial Statements for the Dillon Companies, Inc. Employees' Stock Ownership and Savings Plan for the Year Ended December 31, 1997