Table of Contents
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Front Cover
Letter to Shareholders
2013 Community Service Award Winners
2014 Proxy Statement
Notice of Annual Meeting of Shareholders
Proxy Statement
Proposals to Shareholders
Item No. 1: Election of Directors
Item No. 2: Approval of the 2014 Long-Term Incentive and Cash Bonus Plan
Item No. 3: Advisory Vote on Executive Compensation
Item No. 4: Selection of Auditors
Item No. 5: Shareholder Proposal
Item No. 6: Shareholder Proposal
Householding of Proxy Materials
Appendix 1: The Kroger Co. 2014 Long-Term Incentive and Cash Bonus Plan
2013 Annual Report
Financial Report 2013
Management's Responsibility for Financial Reporting
Management's Report on Internal Control Over Financial Reporting
Selected Financial Data
Common Share Price Range
Performance Graph
Issuer Purchases of Equity Securities
Business
Employees
Stores
Segments
Merchandising and Manufacturing
Seasonality
Executive Officers of the Registrant
Competitive Environment
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Business
Our 2013 Performance
Results of Operations
Common Share Repurchase Program
Capital Investments
Return on Invested Capital
Critical Accounting Policies
Recently Adopted Accounting Standards
Recently Issued Accounting Standards
Liquidity and Capital Resources
Outlook
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Cash Flows
Consolidated Statement of Changes in Shareowners' Equity
Notes to Consolidated Financial Statements
1. Accounting Policies
2. Merger
3. Goodwill and Intangible Assets
4. Property, Plant and Equipment, Net
5. Taxes Based on Income
6. Debt Obligations
7. Derivative Financial Instruments
8. Fair Value Measurements
9. Other Comprehensive Income (Loss)
1 0. Leases and Lease-Financed Transactions
11. Earnings Per Common Share
12. Stock Option Plans
13. Commitments and Contingencies
14. Stock
15. Company-Sponsored Benefit Plans
16. Multi-Employer Pension Plans
17. Recently Adopted Accounting Standards
18. Recently Issued Accounting Standards
19. Quarterly Data (Unaudited)
Employee Stock Purchase Plans
Executive Officers
Operating Unit Heads
Back Cover