KROGER CO — Annual Report 2002

May 30, 2003

10-K/A 1 d10ka.htm FORM 10-K/A FOR THE FISCAL YEAR ENDED FEBRUARY 2, 2002 Form 10-K/A for the Fiscal Year Ended February 2, 2002

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 5

(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 incorporation or organization) (I.R.S. Employer Identification No.)

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.

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EXPLANATORY NOTE:

This filing is made solely to conform the signatures on certain contracts that are Exhibits to Item 14.

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PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Financial Statements:

Report of Independent 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. |

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| | 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 |
| --- | --- |
| 12.1 | Statement of Computation of Ratio of Earnings to Fixed Charges. |
| 21.1 | Subsidiaries of the Registrant. |
| 23.1 | Consent of Independent Accountants. |
| 23.2 | Consent of Independent Accountants. |
| 23.3 | Consent of Independent Accountants. |
| 24.1 | Powers of Attorney. |
| 99.1 | Annual Reports on Form 11-K for The Kroger Co. Savings Plan and the Fred Meyer, Inc. 401(k)
Savings Plan for Collective Bargaining Unit Employees for the Year 2001 will be filed by amendment on or before June 29, 2002. |

• 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: | May 30, 2003 | By (Joseph A. Pichler) Joseph A. Pichler, Chairman of the Board of
Directors and Chief Executive Officer |
| --- | --- | --- |
| Dated: | May 30, 2003 | By (J. Michael Schlotman) J. Michael Schlotman Group Vice President and Chief Financial Officer |
| Dated: | May 30, 2003 | 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 30th day of May, 2003.

| Reuben V.
Anderson | Director |
| --- | --- |
| (Robert D. Beyer) Robert D. Beyer | Director |
| John L.
Clendenin | Director |
| Richard K.
Davidson | |
| (David B. Dillon) David B. Dillon | President, Chief Operating Officer, and Director |
| (John T. LaMacchia) John T. LaMacchia | Director |
| (David B. Lewis) David B. Lewis | Director |
| Edward M.
Liddy | Director |
| (*Clyde R. Moore) Clyde R. Moore | Director |

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| Thomas H.
O'Leary | Director |
| --- | --- |
| (Katherine D. Ortega) Katheriine D. Ortega | Director |
| Susan M.
Phillips | |
| (Joseph A. Pichler) Joseph A. Pichler | Chairman of the Board of Directors, Chief Executive Officer, and Director |
| (Steven R. Rogel) Steven R. Rogel | Director |
| (Bobby S. Shackouls) Bobby S. Shackouls | Director |
| *By: (Bruce M. Gack) Bruce M. Gack Attorney-in-fact | |

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