Table of Contents
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Front Cover
Letter to Shareholders
Kroger Safe Harbor Statement
Notice of 2016 Annual Meeting of Shareholders
PROXY STATEMENT
2015 Community Service Award Winners
Proxy Statement
Kroger’s Corporate Governance Practices
Proposals to Shareholders
Item 1. Election of Directors
Nominees for Directors for Terms of Office Continuing until 2017
Information Concerning the Board of Directors
Compensation Discussion and Analysis
Compensation Committee Report
Compensation Tables
Item 2. Advisory Vote on Executive Compensation
Director Compensation
Beneficial Ownership of Common Stock
Section 16(a) Beneficial Ownership Reporting Compliance
Related Person Transactions
Item No. 3 Ratification of the Appointment of Kroger’s Independent Auditor
Audit Committee Report
Item No. 4 Shareholder Proposal: The Kroger Company Human Rights Risk Assessment - 2016
Item No. 5 Shareholder Proposal: Recyclability of Packaging
Item No. 6 Shareholder Proposal: Renewable Energy
Item No. 7 Shareholder Proposal: Share Repurchase vs. Dividend
Shareholder Proposals and Director Nominations – 2017 Annual Meeting
2015 Annual Report
Householding of Proxy Materials
2015 ANNUAL REPORT
FINANCIAL REPORT 2015
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 2015 PERFORMANCE
RESULTS OF OPERATIONS
COMMON SHARE REPURCHASE PROGRAMS
CAPITAL INVESTMENTS
RETURN ON INVESTED CAPITAL
CRITICAL ACCOUNTING POLICIES
RECENTLY ADOPTED ACCOUNTING STANDARDS
RECENTLY ISSUED ACCOUNTING STANDARDS
LIQUIDITY AND CAPITAL RESOURCES
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 SHAREHOLDERS’ EQUITY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
2. MERGERS
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. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
10. 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)
20. SUBSEQUENT EVENT
Leadership
Executive Officers
Operating Unit Heads
Back Cover