10-K/A 1 d10ka.txt FORM 10-K / A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 2, 2002. ---------------------------------------- OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ___________________ _______________ Commission file number 1-303 --------------------- THE KROGER CO. --------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 31-0345740 -------------------------------- ---------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1014 Vine Street, Cincinnati, OH 45202 45202 ------------------------------------------ ---------------------------------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 762-4000 ----------------------------- Securities registered pursuant to Section 12 (b) of the Act:
Title of each class Name of each exchange on which registered Common Stock $1 par value New York Stock Exchange ----------------------------------------------------- ------------------------------------------------ 794,109,633 shares outstanding on April 24, 2002 ----------------------------------------------------- ------------------------------------------------
Securities registered pursuant to section 12(g) of the Act: NONE -------------------------------------------------------------------------------- (Title of class) 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 the 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 10-K. [_] The aggregate market value of the Common Stock of The Kroger Co. held by non-affiliates as of March 11, 2002: $17,882,235,374. Documents Incorporated by Reference: Proxy Statement filed pursuant to Regulation 14A of the Exchange Act on May 8, 2002, incorporated by reference into Parts II and III of Form 10-K. NOTE: This filing is made solely to correct two mathematical errors appearing at page 4 of the report for The Kroger Co. Savings Plan for Bargaining Unit Associates. 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 February 2, 2002 and February 3, 2001 Consolidated Statement of Income for the years ended February 2, 2002, February 3, 2001, and January 29, 2000 Consolidated Statement of Cash Flows for the years ended February 2, 2002, February 3, 2001, and January 29, 2000 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 11, 2001, The Kroger Co. filed a Current Report on Form 8-K with the SEC disclosing its earnings release for the third quarter 2001, including unaudited financial statements for that quarter. (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 incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for the quarter ended October 9, 1993. *10.2 Executive Employment Agreement dated as of November 30, 2001, between the Company and David B. Dillon. *10.3 Executive Employment Agreement dated as of April 22, 2002, between the Company and W. Rodney McMullen. *10.4 Executive Employment Agreement dated as of November 30, 2001, between the Company and Don W. McGeorge. 10.5 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 1 dated September 9, 1997, SEC File No. 1-13339. *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. *24.1 Powers of Attorney. 99.1 Annual Reports on Form 11-K for The Kroger Co. Savings Plan and The Kroger Co. Savings Plan for Bargaining Unit Associates for the Year 2001 as filed herewith. * Previously filed. 2 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: July 11, 2002 By (*Joseph A. Pichler) Joseph A. Pichler, Chairman of the Board of Directors and Chief Executive Officer Dated: July 11, 2002 By (*J. Michael Schlotman) J. Michael Schlotman Group Vice President and Chief Financial Officer Dated: July 11, 2002 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 11th day of July, 2002. ------------------------- Director Reuben V. Anderson (*Robert D. Beyer) Director Robert D. Beyer ------------------------- Director John L. Clendenin (*David B. Dillon) President, Chief Operating David B. Dillon Officer, and Director (*Bruce Karatz) Director Bruce Karatz (*David B. Lewis) Director David B. Lewis (*John T. LaMacchia) Director John T. LaMacchia ------------------------- Director Edward M. Liddy (*Clyde R. Moore) Director Clyde R. Moore ------------------------- Director Thomas H. O'Leary 3 (*Katherine D. Ortega) Director Katheriine 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 (*Bobby S. Shackouls) Director Bobby S. Shackouls *By: (Bruce M. Gack) Bruce M. Gack Attorney-in-fact 4