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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: March 15, 2001
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
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Item 5. Other Events
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On March 15, 2001, the Company released its earnings for the
fourth quarter of 2000 and for fiscal year 2000. Attached
hereto as Exhibit 99.1 is the text of that release.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits:
99.1 Earnings release for fourth quarter 2000 and
fiscal year 2000.
Item 9. Regulation FD Disclosure
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For purposes of completing models, the Company's best
estimates of reasonable assumptions for fiscal year 2001 are
as follows:
Square footage growth - 4.0-5.0%
Identical store sales growth goal - at least 1% over product
cost inflation
Capital expenditures - $2.0 billion
Depreciation - $995-1,015 million
Goodwill amortization - $101 million
Interest expense - $650-665 million
Shares outstanding - Beginning of 2001 = 841 million
End of 2001 = 820 million
Average outstanding
for the year = 830 million
LIFO - $25 million charge
Tax rate - 39.2%
Our ability to achieve the expected increases in sales and earnings could be
adversely affected by the competitive environment in which we operate. In
addition any labor dispute, delays in opening new stores, or changes in the
economic climate could cause us to fall short of our sales and earnings targets.
Our capital expenditures could fall outside of the expected range if we are
unsuccessful in acquiring suitable sites for new stores, if development costs
exceed those budgeted, or if our logistics and technology projects are not
completed in the time frame expected or on budget. Square footage growth is
dependent upon our ability to acquire desirable sites for construction of new
facilities, as well as the timing of completion of projects. Our ability to
increase same store sales could be adversely affected by increased competition
and sales shifts to other stores that we operate. Depreciation and amortization
may vary from our estimates due to the timing of new store openings. Interest
expense will vary with changes in capital markets and the amount of debt that we
have outstanding. LIFO will be affected by vendor promotions and changes in the
cost of inventory. While we expect to achieve benefits through logistics and
technology, development of new systems and integration of systems due to our
merger with Fred Meyer carry inherent uncertainties, and we may not achieve the
expected benefits. Unforeseen difficulties in integrating Fred Meyer with
Kroger, or any other acquired entity could adversely affect our ability to meet
our other expectations. The average diluted shares outstanding may vary based on
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the market price of our stock, the number of shares we repurchase and the number
of stock awards made during the year.
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SIGNATURE
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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.
March 15, 2001 By: (Paul Heldman)
Paul Heldman
Senior Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Earnings release for fourth quarter 2000 and fiscal
year 2000.