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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
January 29, 2000
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
830,804,611 shares outstanding on
April 26, 2000
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 10-K or any amendment to this
Form 10-K[ ].
The aggregate market value of the Common Stock of The Kroger Co. held by
non-affiliates as of March 6, 2000: $12,256,639,106.
Documents Incorporated by Reference:
Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act
on or before May 28, 2000, incorporated by reference into Parts II and III
of Form 10-K.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements:
Report of Independent Public Accountants
Consolidated Balance Sheet as of January 29, 2000 and January 2, 1999
Consolidated Statement of Income for the years ended January 29, 2000,
January 2, 1999, and December 27, 1997 Consolidated Statement of Cash
Flows for the years ended January 29, 2000 and January 2, 1999
Consolidated Statement of Changes in Shareowners' Equity (Deficit) Notes
to Consolidated Financial Statements
Financial Statement Schedules:
There are no Financial Statement Schedules included with this filing for
the reason that they are not applicable or are not required or the
information is included in the financial statements or notes thereto
(b) Reports on Form 8-K:
On December 6, 1999, The Kroger Co. filed a Current Report on Form 8-K
with the SEC disclosing its earnings release for the third quarter 1999,
disclosing the text of prepared remarks for an investor conference call
on December 6, 1999, disclosing identical store sales increases thus far
for the fourth quarter, and disclosing a revision in its estimate of
what combined sales and earnings per share for the third and fourth
quarters 1998 would have been taking into account the merger with Fred
Meyer and the change in its fiscal year.
On January 12, 2000, The Kroger Co. filed a Current Report on Form 8-K
with the SEC disclosing its reaffirmation of its earnings per share
estimate for fourth quarter 1999, of its estimated earnings per share
growth rate for 2000-2002, and of its expected combined synergy savings
from the Kroger/Fred Meyer merger and prior Fred Meyer mergers. In that
same Current Report, Kroger disclosed adjustments to sales and earnings
per share estimates for fourth quarter 1998, adjusting for the 53rd week
calendar in 1998 for pre-merger Kroger, and normalization of Ralphs'
depreciation and amortization during the fourth quarter of 1998. It also
disclosed its best estimates of reasonable assumptions to be used for
2000 by analysts in completing models. Finally, it filed as an exhibit
to the Current Report detailed income statements year-to-date.
(c) Exhibits
3.1 Amended Articles of Incorporation of The Kroger Co.
are incorporated by reference to Exhibit 3.1 of The
Kroger Co.'s Quarterly Report on Form 10-Q for the
quarter ended
October 3, 1998. The Kroger Co.'s Regulations are
incorporated by reference to Exhibit 4.2 of The
Kroger Co.'s Registration Statement on Form S-3
(Registration No. 33-57552) filed with the SEC on
January 28, 1993.
4.1 Instruments defining the rights of holders of
long-term debt of the Company and its subsidiaries
are not filed as Exhibits because the amount of debt
under each instrument is less than 10% of the
consolidated assets of the Company. The Company
undertakes to file these instruments with the
Commission upon request.
10.1 Material Contracts - Third Amended and Restated
Employment Agreement dated as of July 22, 1993,
between the Company and Joseph A. Pichler is hereby
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incorporated by reference to Exhibit 10.1 to the
Company's Form 10-Q for the quarter ended October 9,
1993.
10.2 Non-Employee Directors' Deferred Compensation Plan.
Incorporated by reference to Appendix J to Exhibit
99.1 of Fred Meyer, Inc.'s Current Report on Form 8-K
dated September 9, 1997, SEC File No. 1-13339.
*10.3 Yucaipa Warrant Agreement. Incorporated by reference
to Exhibit 10.3 of Smith's Food & Drug Centers,
Inc.'s Registration Statement on Form S-3, No.
333-14953, filed on October 28, 1996. Supplemental
Warrant, dated as of September 9, 1997, among Fred
Meyer, Inc. (formerly Meyer-Smith Holdco, Inc.) and
the Yucaipa Companies. Incorporated by reference to
Exhibit 10.3 of Fred Meyer, Inc.'s Form 10-Q for the
quarter ended November 8, 1997, SEC File No. 1-13339.
Second Supplemental Warrant, dated as of May 27,
1999, between The Kroger Co. and the Yucaipa
Companies.
*12.1 Statement of Computation of Ratio of Earnings to
Fixed Charges.
*21.1 Subsidiaries of the Registrant.
*23.1 Consent of Independent Public Accountants.
*23.2 Consent of Independent Public Accountants.
*23.3 Consent of Independent Public Accountants.
23.4 Consent of Independent Public Accountants.
*24.1 Powers of Attorney.
*27.1 Financial Data Schedule.
*99.1 Annual Reports on Form 11-K for The Kroger Co.
Savings Plan and the Dillon Companies, Inc. Employee
Stock Ownership Plan and Trust for the Year 1999.
99.2 Annual Report on Form 11-K for the Fred Meyer, Inc.
401(k) Savings Plan for Collective Bargaining Unit
Employees for the Plan Year ended December 31, 1999.
99.3 Annual Report on Form 11-K for the Fred Meyer, Inc.
401(k) Savings for the Plan Year ended March 31,
2000 to be filed on or before September 27, 2000.
*Previously filed.
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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: June 28, 2000 By (*Joseph A. Pichler)
Joseph A. Pichler, Chairman
of the Board of Directors and
Chief Executive Officer
Dated: June 28, 2000 By (*J. Michael Schlotman)
J. Michael Schlotman
Group Vice President and
Chief Financial Officer
Dated: June 28, 2000 By (*M. Elizabeth Van Oflen)
M. Elizabeth Van Oflen
Vice President & Corporate Controller
and Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities indicated on the 28th day of June, 2000.
(*Reuben V. Anderson) Director
Reuben V. Anderson
(*Robert D. Beyer) Director
Robert D. Beyer
(*Ronald W. Burkle) Director
Ronald W. Burkle
(*John L. Clendenin) Director
John L. Clendenin
(*David B. Dillon) President, Chief Operating
David B. Dillon Officer, and Director
(*Carlton J. Jenkins) Director
Carlton J. Jenkins
(*Bruce Karatz) Director
Bruce Karatz
(*John T. LaMacchia) Director
John T. LaMacchia
________________________ Director
Edward M. Liddy
(*Clyde R. Moore) Director
Clyde R. Moore
(*T. Ballard Morton, Jr.) Director
T. Ballard Morton, Jr.
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(*Thomas H. O'Leary) Director
Thomas H. O'Leary
(*Katherine D. Ortega) Director
Katherine D. Ortega
(*Joseph A. Pichler) Chairman of the Board of
Joseph A. Pichler Directors, Chief Executive
Officer, and Director
(*Steven R. Rogel) Director
Steven R. Rogel
________________________ Director
Martha Romayne Seger
(*Bobby S. Shackouls) Director
Bobby S. Shackouls
(*James D. Woods) Director
James D. Woods
*By: (Bruce M. Gack)
Bruce M. Gack
Attorney-in-fact