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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 3, 2001.
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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COMMISSION FILE NUMBER 1-303
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THE KROGER CO.
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(Exact name of registrant as specified in its charter)
Ohio 31-0345740
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1014 Vine Street, Cincinnati, OH 45202 45202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 762-4000
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Securities registered pursuant to Section 12 (b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock $1 par value New York Stock Exchange
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810,729,610 shares
outstanding on April 27, 2001
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Securities registered pursuant to section 12(g) of the Act:
NONE
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(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 .
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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 7, 2001: $19,466,148,862.
Documents Incorporated by Reference:
Proxy Statement to be filed pursuant to Regulation 14A of the Exchange
Act on or before June 3, 2001, 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 February 3, 2001 and January 29, 2000
Consolidated Statement of Income for the years ended February 3, 2001,
January 29, 2000, and January 2, 1999
Consolidated Statement of Cash Flows for the years ended 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 5, 2000, The Kroger Co. filed a Current Report on Form 8-K
with the SEC disclosing its earnings release for the third quarter 2000,
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 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.
*12.1 Statement of Computation of Ratio of Earnings to
Fixed Charges.
*21.1 Subsidiaries of the Registrant.
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23.1 Consent of Independent Public Accountants.
*24.1 Powers of Attorney.
99.1 Annual Reports on Form 11-K for The Kroger Co.
Savings Plan, the Dillon Companies, Inc. Employee
Stock Ownership Plan and Trust, the Fred Meyer, Inc.
401(k) Savings Plan for Collective Bargaining Unit
Employees for the Year 2000, and the Fred Meyer, Inc.
401(k) Savings Plan for the period from April 1, 2000
through December 31, 2000.
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* Previously filed