KROGER CO — Earnings Release 2008

Mar 11, 2008

8-K 1 a08-7842_18k.htm 8-K

*UNITED STATES*

*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 11, 2008

(Date of earliest event reported)

*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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Section 2 — Financial Information

Item 2.02 Results of Operations and Financial Condition.

On March 11, 2008, the Company released its earnings for fourth quarter and fiscal year 2007. Attached hereto as Exhibit 99.1, and filed herewith, is the text of that release.

Section 7 — Regulation FD

Item 7.01 Regulation FD Disclosure.

2008 Guidance :
Identical
supermarket sales growth
(excluding
fuel sales) -	3-5%
Net
earnings per diluted share -	$1.83-$1.90
Operating
margin -	Slightly
improving
Capital
expenditures -	$2.0
- $2.2 billion, excluding acquisitions. These capital projects include approximately 70 - 80
major projects covering new stores, expansions and relocations, and 175 - 200
remodels, and other investments to support our Customer 1st business
strategy.
Supermarket
square footage growth -	2.0
- 2.5% before acquisitions and operational closings, with an emphasis on
large, fast-growing markets
Expected
tax rate -	38%
Labor :

We have negotiations this year covering store associates in Columbus, Indianapolis, Las Vegas, Louisville, Nashville, Phoenix, and Portland. Negotiations this year will be challenging as we must have competitive cost structures in each market while meeting our associates’ needs for good wages and affordable health care.

Our ability to achieve sales and earnings per share goals may be affected by: labor disputes, particularly as the Company seeks to manage health care and pension costs; industry consolidation; pricing and promotional activities of existing and new competitors, including non-traditional competitors; our response to these actions; the

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state of the economy, including interest rates and the inflationary and deflationary trends in certain commodities; weather conditions; stock repurchases; the success of our future growth plans; goodwill impairment; and our ability to generate sales at desirable margins, as well as the success of our programs designed to increase our identical sales without fuel. In addition, any delays in opening new stores, or changes in the economic climate, could cause us to fall short of our sales and earnings targets. Our ability to increase identical supermarket sales could be adversely affected by increased competition and sales shifts to other stores that we operate, as well as increases in sales of our corporate brand products. Our guidance assumes that the Company’s food margins in 2008 will be comparable to those achieved in 2007. The lower end of the ranges in our guidance for identical supermarket sales growth and net earnings per diluted share assumes that economic conditions will weaken slightly from those currently existing, while the upper end of the ranges assumes that economic conditions will remain the same as those currently existing. Our capital expenditures, and the number of projects that we complete, could vary from our expectations if we are unsuccessful in acquiring suitable sites for new stores; development costs exceed those budgeted; or our logistics and technology or store projects are not completed on budget or in the time frame expected. Square footage growth during the year is dependent upon our ability to acquire desirable sites for construction of new facilities, as well as the timing of completion of projects. Any change in tax laws, the regulations related thereto, the applicable accounting rules or standards, or the interpretation thereof by federal, state or local authorities could affect our expected tax rate.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .

99.1 Earnings release for fourth quarter and fiscal year 2007, filed herewith.

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SIGNATURES

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 hereunto duly authorized.

| /s/
Paul Heldman |
| --- |
| Paul
Heldman |
| Executive
Vice President, |
| Secretary and General Counsel |

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EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Earnings
release for fourth quarter and fiscal year 2007, filed herewith.

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