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KR > SEC Filings for KR > Form 8-K on 15-Oct-2008All Recent SEC Filings

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Form 8-K for KROGER CO


15-Oct-2008

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits


Item 7.01 Regulation FD Disclosure.

On October 15 and 16, 2008, The Kroger Co. will be hosting an analyst conference. In anticipation of questions regarding Kroger's liquidity, sales trends, earnings and other guidance, Kroger provides, and files herewith, the following updated guidance:

2008 Guidance Excluding, Except as to Sales, Effect of Hurricane Ike:



 Annual identical supermarket sales growth
 (excluding fuel sales and including
 stores affected by Hurricane Ike and its
 remnants, for both 2007 and 2008) -          4.5 - 5.5%

 Third quarter 2008 identical supermarket     Through first eight weeks,
 sales growth (excluding fuel sales and       continues to trend above 5%. Sales
 including stores affected by Hurricane       in the second four weeks of the
 Ike and its remnants, for both 2007 and      quarter were stronger than sales in
 2008) -                                      the first four weeks of the
                                              quarter.

 Annual net earnings per diluted share -      $1.85 - $1.90, excluding the effect
                                              of Hurricane Ike and its remnants

 Third and fourth quarter 2008 net            We anticipate Kroger's lowest
 earnings per diluted share -                 year-over-year earnings per share
                                              growth rate will occur in the third
                                              quarter. Third quarter results in
                                              2007 included a $40 million tax
                                              benefit. The net effect on our
                                              third quarter results was income of
                                              approximately $0.02 to $0.03 per
                                              diluted share. We expect earnings
                                              per share in the third quarter 2008
                                              will range from slightly below to
                                              slightly above prior year results.
                                              After adjusting for the prior year
                                              net benefit, this would represent
                                              an increase in 2008's expected
                                              third quarter earnings per share.
                                              We continue to expect that our
                                              fourth quarter 2008 EPS growth rate
                                              will be higher than our annual EPS
                                              growth rate


Annual operating margin -                     flat to slightly improving

Liquidity -                                   Kroger's $2.5 billion committed
                                              five-year credit facility, maturing
                                              November 2011, continues to remain
                                              available and Kroger has drawn
                                              under this facility, as necessary,
                                              since its inception and including
                                              since the end of the second quarter
                                              2008. Letters of credit totaling
                                              $365 million as of both August 16,
                                              2008, and October 14, 2008, reduce
                                              amounts available under the credit
                                              facility. On peak borrowing days,
                                              we expect that more than $1.2
                                              billion of this facility would
                                              remain available. In addition,
                                              Kroger maintains uncommitted money
                                              market lines totaling $75 million.

Annual capital expenditures -                 $2.0 - $2.2 billion, excluding
                                              acquisitions. These capital
                                              projects include approximately 70 -
                                              80 major store projects covering
                                              new stores, expansions and
                                              relocations, and 175 - 200
                                              remodels, logistics projects, and
                                              other investments to support our
                                              Customer 1st business strategy.

Annual supermarket square footage growth -    2.0 - 2.5% before acquisitions and
                                              operational closings, with an
                                              emphasis on large, fast-growing
                                              markets

Annual expected tax rate -                    approximately 37.0%

Labor:

We have negotiations this year covering store associates in Las Vegas, 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 state of the economy, including interest rates and the inflationary and deflationary trends in certain commodities; weather conditions, including the effect of Hurricane Ike and its remnants; 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 fuel margins in 2008 will be comparable to those achieved in 2007. Our liquidity could be affected if our committed lenders are unable or unwilling to honor their contractual obligations to us. 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.



Item 8.01 Other Events

On October 15, 2008, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, and filed herewith.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release issued by the Company on October 15, 2008, filed herewith.


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