UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
|
For the quarterly period ended November 6, 2010 | |
|
| |
|
OR | |
|
| |
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-303
(Exact name of registrant as specified in its charter)
|
Ohio |
|
31-0345740 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer |
|
incorporation or organization) |
|
Identification No.) |
1014 Vine Street, Cincinnati, OH 45202
(Address of principal executive offices)
(Zip Code)
(513) 762-4000
(Registrant’s telephone number, including area code)
Unchanged
(Former name, former address and former fiscal year, if changed since last report)
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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer x |
|
Accelerated filer o |
|
|
|
|
|
Non-accelerated filer o |
|
Smaller reporting company o |
|
(do not check if a smaller reporting company) |
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x .
There were 635,950,237 shares of Common Stock ($1 par value) outstanding as of December 10, 2010.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
THE KROGER CO.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
(unaudited)
|
|
|
Third Quarter Ended |
|
Three Quarters Ended |
| ||||||||
|
|
|
November 6, |
|
November 7, |
|
November 6, |
|
November 7, |
| ||||
|
Sales |
|
$ |
18,698 |
|
$ |
17,662 |
|
$ |
62,258 |
|
$ |
58,179 |
|
|
Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below |
|
14,571 |
|
13,662 |
|
48,316 |
|
44,574 |
| ||||
|
Operating, general and administrative |
|
3,199 |
|
3,137 |
|
10,602 |
|
10,248 |
| ||||
|
Rent |
|
154 |
|
152 |
|
503 |
|
502 |
| ||||
|
Depreciation and amortization |
|
368 |
|
356 |
|
1,214 |
|
1,157 |
| ||||
|
Goodwill impairment charge |
|
¾ |
|
1,113 |
|
¾ |
|
1,113 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating profit (loss) |
|
406 |
|
(758 |
) |
1,623 |
|
585 |
| ||||
|
Interest expense |
|
103 |
|
105 |
|
337 |
|
383 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings (loss) before income tax expense |
|
303 |
|
(863 |
) |
1,286 |
|
202 |
| ||||
|
Income tax expense |
|
96 |
|
13 |
|
436 |
|
396 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net earnings (loss) including noncontrolling interests |
|
207 |
|
(876 |
) |
850 |
|
(194 |
) | ||||
|
Net earnings (loss) attributable to noncontrolling interests |
|
5 |
|
(1 |
) |
12 |
|
(9 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net earnings (loss) attributable to The Kroger Co. |
|
$ |
202 |
|
$ |
(875 |
) |
$ |
838 |
|
$ |
(185 |
) |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net earnings (loss) attributable to The Kroger Co. per basic common share |
|
$ |
0.32 |
|
$ |
(1.35 |
) |
$ |
1.30 |
|
$ |
(0.29 |
) |
|
Average number of common shares used in basic calculation |
|
633 |
|
646 |
|
638 |
|
647 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net earnings (loss) attributable to The Kroger Co. per diluted common share |
|
$ |
0.32 |
|
$ |
(1.35 |
) |
$ |
1.30 |
|
$ |
(0.29 |
) |
|
Average number of common shares used in diluted calculation |
|
636 |
|
646 |
|
641 |
|
647 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Dividends declared per common share |
|
$ |
.105 |
|
$ |
.095 |
|
$ |
.295 |
|
$ |
.275 |
|
The accompanying notes are an integral part of the Consolidated Financial Statements.
THE KROGER CO.
CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts)
(unaudited)
|
|
|
November 6, |
|
January 30, |
| ||
|
|
|
2010 |
|
2010 |
| ||
|
ASSETS |
|
|
|
|
| ||
|
Current assets |
|
|
|
|
| ||
|
Cash and temporary cash investments |
|
$ |
758 |
|
$ |
424 |
|
|
Deposits in-transit |
|
755 |
|
654 |
| ||
|
Receivables |
|
847 |
|
909 |
| ||
|
FIFO inventory |
|
6,065 |
|
5,705 |
| ||
|
LIFO reserve |
|
(809 |
) |
(770 |
) | ||
|
Prefunded employee benefits |
|
¾ |
|
300 |
| ||
|
Prepaid and other current assets |
|
291 |
|
261 |
| ||
|
Total current assets |
|
7,907 |
|
7,483 |
| ||
|
|
|
|
|
|
| ||
|
Property, plant and equipment, net |
|
14,106 |
|
13,929 |
| ||
|
Goodwill |
|
1,158 |
|
1,158 |
| ||
|
Other assets |
|
584 |
|
556 |
| ||
|
|
|
|
|
|
| ||
|
Total Assets |
|
$ |
23,755 |
|
$ |
23,126 |
|
|
|
|
|
|
|
| ||
|
LIABILITIES |
|
|
|
|
| ||
|
Current liabilities |
|
|
|
|
| ||
|
Current portion of long-term debt including obligations under capital leases and financing obligations |
|
$ |
547 |
|
$ |
579 |
|
|
Trade accounts payable |
|
4,179 |
|
3,890 |
| ||
|
Accrued salaries and wages |
|
837 |
|
786 |
| ||
|
Deferred income taxes |
|
354 |
|
354 |
| ||
|
Other current liabilities |
|
2,423 |
|
2,118 |
| ||
|
Total current liabilities |
|
8,340 |
|
7,727 |
| ||
|
|
|
|
|
|
| ||
|
Long-term debt including obligations under capital leases and financing obligations |
|
|
|
|
| ||
|
Face-value of long-term debt including obligations under capital leases and financing obligations |
|
7,191 |
|
7,420 |
| ||
|
Adjustment to reflect fair-value interest rate hedges |
|
70 |
|
57 |
| ||
|
Long-term debt including obligations under capital leases and financing obligations |
|
7,261 |
|
7,477 |
| ||
|
|
|
|
|
|
| ||
|
Deferred income taxes |
|
577 |
|
568 |
| ||
|
Pension and postretirement benefit obligations |
|
989 |
|
1,082 |
| ||
|
Other long-term liabilities |
|
1,327 |
|
1,346 |
| ||
|
|
|
|
|
|
| ||
|
Total Liabilities |
|
18,494 |
|
18,200 |
| ||
|
|
|
|
|
|
| ||
|
Commitments and contingencies (see Note 9) |
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
SHAREOWNERS’ EQUITY |
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
Preferred stock, $100 par per share, 5 shares authorized and unissued |
|
¾ |
|
¾ |
| ||
|
Common stock, $1 par per share, 1,000 shares authorized; 959 shares issued in 2010 and 958 shares issued in 2009 |
|
959 |
|
958 |
| ||
|
Additional paid-in capital |
|
3,343 |
|
3,361 |
| ||
|
Accumulated other comprehensive loss |
|
(565 |
) |
(593 |
) | ||
|
Accumulated earnings |
|
8,013 |
|
7,364 |
| ||
|
Common stock in treasury, at cost, 327 shares in 2010 and 316 shares in 2009 |
|
(6,486 |
) |
(6,238 |
) | ||
|
|
|
|
|
|
| ||
|
Total Shareowners’ Equity - The Kroger Co. |
|
5,264 |
|
4,852 |
| ||
|
Noncontrolling interests |
|
(3 |
) |
74 |
| ||
|
|
|
|
|
|
| ||
|
Total Equity |
|
5,261 |
|
4,926 |
| ||
|
|
|
|
|
|
| ||
|
Total Liabilities and Equity |
|
$ |
23,755 |
|
$ |
23,126 |
|
The accompanying notes are an integral part of the Consolidated Financial Statements.
THE KROGER CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions and unaudited)
|
|
|
Three Quarters Ended |
| ||||
|
|
|
November 6, |
|
November 7, |
| ||
|
Cash Flows from Operating Activities: |
|
|
|
|
| ||
|
Net earnings (loss) including noncontrolling interests |
|
$ |
850 |
|
$ |
(194 |
) |
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: |
|
|
|
|
| ||
|
Depreciation and amortization |
|
1,214 |
|
1,157 |
| ||
|
LIFO charge |
|
39 |
|
48 |
| ||
|
Goodwill impairment charge |
|
¾ |
|
1,113 |
| ||
|
Asset impairment charge |
|
22 |
|
44 |
| ||
|
Stock-based employee compensation |
|
62 |
|
64 |
| ||
|
Expense for Company-sponsored pension plans |
|
50 |
|
24 |
| ||
|
Deferred income taxes |
|
5 |
|
51 |
| ||
|
Other |
|
(11 |
) |
15 |
| ||
|
Changes in operating assets and liabilities net of effects from acquisitions of businesses: |
|
|
|
|
| ||
|
Store deposits in-transit |
|
(101 |
) |
(38 |
) | ||
|
Receivables |
|
(2 |
) |
(4 |
) | ||
|
Inventories |
|
(359 |
) |
(434 |
) | ||
|
Prepaid expenses |
|
270 |
|
228 |
| ||
|
Trade accounts payable |
|
288 |
|
351 |
| ||
|
Accrued expenses |
|
214 |
|
(1 |
) | ||
|
Income taxes receivable and payable |
|
138 |
|
229 |
| ||
|
Contribution to Company-sponsored pension plans |
|
(141 |
) |
(265 |
) | ||
|
Other |
|
(4 |
) |
(13 |
) | ||
|
|
|
|
|
|
| ||
|
Net cash provided by operating activities |
|
2,534 |
|
2,375 |
| ||
|
|
|
|
|
|
| ||
|
Cash Flows from Investing Activities: |
|
|
|
|
| ||
|
Payments for capital expenditures |
|
(1,423 |
) |
(1,766 |
) | ||
|
Proceeds from sale of assets |
|
34 |
|
7 |
| ||
|
Payments for acquisitions |
|
(7 |
) |
(23 |
) | ||
|
Other |
|
(4 |
) |
(13 |
) | ||
|
|
|
|
|
|
| ||
|
Net cash used by investing activities |
|
(1,400 |
) |
(1,795 |
) | ||
|
|
|
|
|
|
| ||
|
Cash Flows from Financing Activities: |
|
|
|
|
| ||
|
Proceeds from issuance of long-term debt |
|
301 |
|
505 |
| ||
|
Dividends paid |
|
(183 |
) |
(176 |
) | ||
|
Payments on long-term debt |
|
(570 |
) |
(426 |
) | ||
|
Payments on credit facility |
|
¾ |
|
(129 |
) | ||
|
Excess tax benefits on stock-based awards |
|
2 |
|
2 |
| ||
|
Proceeds from issuance of capital stock |
|
24 |
|
30 |
| ||
|
Treasury stock purchases |
|
(292 |
) |
(130 |
) | ||
|
Increase (decrease) in book overdrafts |
|
1 |
|
(4 |
) | ||
|
Investment in the remaining interest of a variable interest entity |
|
(86 |
) |
¾ |
| ||
|
Other |
|
3 |
|
2 |
| ||
|
|
|
|
|
|
| ||
|
Net cash used by financing activities |
|
(800 |
) |
(326 |
) | ||
|
|
|
|
|
|
| ||
|
Net increase in cash and temporary cash investments |
|
334 |
|
254 |
| ||
|
|
|
|
|
|
| ||
|
Cash and temporary cash investments: |
|
|
|
|
| ||
|
Beginning of year |
|
424 |
|
263 |
| ||
|
End of quarter |
|
$ |
758 |
|
$ |
517 |
|
|
|
|
|
|
|
| ||
|
Reconciliation of capital expenditures: |
|
|
|
|
| ||
|
Payments for property and equipment |
|
$ |
(1,423 |
) |
$ |
(1,766 |
) |
|
Changes in construction-in-progress payables |
|
(25 |
) |
(65 |
) | ||
|
Total capital expenditures |
|
$ |
(1,448 |
) |
$ |
(1,831 |
) |
|
|
|
|
|
|
| ||
|
Disclosure of cash flow information: |
|
|
|
|
| ||
|
Cash paid during the year for interest |
|
$ |
371 |
|
$ |
434 |
|
|
Cash paid during the year for income taxes |
|
$ |
334 |
|
$ |
119 |
|
The accompanying notes are an integral part of the Consolidated Financial Statements.
THE KROGER CO.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS’ EQUITY
(in millions, except per share amounts)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
|
|
|
|
| |||||||
|
|
|
Common Stock |
|
Paid-In |
|
Treasury Stock |
|
Comprehensive |
|
Accumulated |
|
Noncontrolling |
|
|
| |||||||||||
|
|
|
Shares |
|
Amount |
|
Capital |
|
Shares |
|
Amount |
|
Gain (Loss) |
|
Earnings |
|
Interest |
|
Total |
| |||||||
|
Balances at January 31, 2009 |
|
955 |
|
$ |
955 |
|
$ |
3,266 |
|
306 |
|
$ |
(6,039 |
) |
$ |
(495 |
) |
$ |
7,538 |
|
$ |
95 |
|
$ |
5,320 |
|
|
Issuance of common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
Stock options exercised |
|
2 |
|
2 |
|
27 |
|
— |
|
1 |
|
— |
|
— |
|
— |
|
30 |
| |||||||
|
Restricted stock issued |
|
— |
|
— |
|
(56 |
) |
(1 |
) |
40 |
|
— |
|
— |
|
— |
|
(16 |
) | |||||||
|
Treasury stock activity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
Treasury stock purchases, at cost |
|
— |
|
— |
|
— |
|
5 |
|
(106 |
) |
— |
|
— |
|
— |
|
(106 |
) | |||||||
|
Stock options exchanged |
|
— |
|
— |
|
— |
|
1 |
|
(24 |
) |
— |
|
— |
|
— |
|
(24 |
) | |||||||
|
Tax benefits from exercise of stock options |
|
— |
|
— |
|
20 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
20 |
| |||||||
|
Share-based employee compensation |
|
— |
|
— |
|
64 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
64 |
| |||||||
|
Other comprehensive gain net of income tax of $2 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
4 |
|
— |
|
— |
|
4 |
| |||||||
|
Other |
|
— |
|
— |
|
18 |
|
— |
|
(17 |
) |
— |
|
— |
|
(17 |
) |
(16 |
) | |||||||
|
Cash dividends declared ($0.275 per common share) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(181 |
) |
— |
|
(181 |
) | |||||||
|
Net earnings (loss) including noncontrolling interests |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(185 |
) |
(9 |
) |
(194 |
) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
Balances at November 7, 2009 |
|
957 |
|
$ |
957 |
|
$ |
3,339 |
|
311 |
|
$ |
(6,145 |
) |
$ |
(491 |
) |
$ |
7,172 |
|
$ |
69 |
|
$ |
4,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
Balances at January 30, 2010 |
|
958 |
|
$ |
958 |
|
$ |
3,361 |
|
316 |
|
$ |
(6,238 |
) |
$ |
(593 |
) |
$ |
7,364 |
|
$ |
74 |
|
$ |
4,926 |
|
|
Issuance of common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
Stock options exercised |
|
1 |
|
1 |
|
9 |
|
(1 |
) |
14 |
|
— |
|
— |
|
— |
|
24 |
| |||||||
|
Restricted stock issued |
|
— |
|
— |
|
(52 |
) |
(1 |
) |
35 |
|
— |
|
— |
|
— |
|
(17 |
) | |||||||
|
Treasury stock activity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
Treasury stock purchases, at cost |
|
— |
|
— |
|
— |
|
12 |
|
(259 |
) |
— |
|
— |
|
— |
|
(259 |
) | |||||||
|
Stock options exchanged |
|
— |
|
— |
|
— |
|
1 |
|
(33 |
) |
— |
|
— |
|
— |
|
(33 |
) | |||||||
|
Tax detriments from exercise of stock options |
|
— |
|
— |
|
(22 |
) |
— |
|
— |
|
— |
|
— |
|
— |
|
(22 |
) | |||||||
|
Share-based employee compensation |
|
— |
|
— |
|
62 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
62 |
| |||||||
|
Other comprehensive gain net of income tax of $17 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
28 |
|
— |
|
— |
|
28 |
| |||||||
|
Other |
|
— |
|
— |
|
7 |
|
— |
|
(5 |
) |
— |
|
— |
|
(22 |
) |
(20 |
) | |||||||
|
Investment in the remaining interest of a variable interest entity |
|
— |
|
— |
|
(22 |
) |
— |
|
— |
|
— |
|
— |
|
(67 |
) |
(89 |
) | |||||||
|
Cash dividends declared ($0.295 per common share) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(189 |
) |
— |
|
(189 |
) | |||||||
|
Net earnings including noncontrolling interests |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
838 |
|
12 |
|
850 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
Balances at November 6, 2010 |
|
959 |
|
$ |
959 |
|
$ |
3,343 |
|
327 |
|
$ |
(6,486 |
) |
$ |
(565 |
) |
$ |
8,013 |
|
$ |
(3 |
) |
$ |
5,261 |
|
The accompanying notes are an integral part of the consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
All amounts in the notes to Consolidated Financial Statements are in millions except per share amounts.
Certain prior-year amounts have been reclassified to conform to current-year presentation.
1. ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying financial statements include the consolidated accounts of The Kroger Co., its wholly-owned subsidiaries, and the Variable Interest Entities (“VIE”) in which the Company is the primary beneficiary. The January 30, 2010 balance sheet was derived from audited financial statements and, due to its summary nature, does not include all disclosures required by generally accepted accounting principles (“GAAP”). Significant intercompany transactions and balances have been eliminated. References to the “Company” in these Consolidated Financial Statements mean the consolidated company.
In the opinion of management, the accompanying unaudited Consolidated Financial Statements include all normal, recurring adjustments that are necessary for a fair presentation of results of operations for such periods but should not be considered as indicative of results for a full year. The financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant to SEC regulations. Accordingly, the accompanying Consolidated Financial Statements should be read in conjunction with the financial statements in the Annual Report on Form 10-K of The Kroger Co. for the fiscal year ended January 30, 2010.
The unaudited information in the Consolidated Financial Statements for the third quarter and three quarters ended November 6, 2010 and November 7, 2009, includes the results of operations of the Company for the 12 and 40-week periods then ended.
The Company reflects certain promotional allowances in its LIFO charge. During the first quarter 2010 LIFO analysis, the Company revised the LIFO reserve to reflect certain prior year promotional allowances in prior year LIFO indices. By not including these promotional allowances in all LIFO indices, the Company overstated its LIFO reserve for years 2007 and prior. The Company believes this correction is not material to any individual year or any quarterly period within the years presented. As a result, the Company has increased beginning accumulated earnings and reduced its LIFO reserve in the Consolidated Financial Statements by $33 ($20 after-tax).
2. EQUITY INCENTIVE PLANS
The Company recognized total stock-based compensation of $18 and $19 in the third quarter ended November 6, 2010 and November 7, 2009, respectively. The Company recorded $62 and $64 of stock-based compensation for the first three quarters ended November 6, 2010 and November 7, 2009, respectively. These costs were recognized as operating, general and administrative costs in the Company’s Consolidated Statements of Operations.
The Company grants options for common stock (“stock options”) to employees, as well as to its non-employee directors, under various plans at an option price equal to the fair market value of the stock at the date of grant. In addition to stock options, the Company awards restricted stock to employees and its non-employee directors under various plans. Equity awards may be made once each quarter on a predetermined date. It has been the Company’s practice to make a general annual grant to employees, which occurred in the second quarter of 2010. Special grants may be made in the other three quarters. It has been the Company’s practice to make a grant to non-employee directors in December of each year.
Stock options granted in the first three quarters of 2010 expire 10 years from the date of grant and vest from one year to five years from the date of grant. Restricted stock awards granted in the first three quarters of 2010 have restrictions that lapse in one year to five years from the date of the awards. All grants and awards become immediately exercisable, in the case of options, and restrictions lapse, in the case of restricted stock, upon certain changes of control of the Company.
Changes in equity awards outstanding under the plans are summarized below.
Stock Options
|
|
|
Shares subject |
|
Weighted-average |
|
|
|
Outstanding, January 30, 2010 |
|
34.7 |
|
$ |
21.30 |
|
|
Granted |
|
3.6 |
|
$ |
20.21 |
|
|
Exercised |
|
(1.7 |
) |
$ |
16.20 |
|
|
Canceled or Expired |
|
(0.4 |
) |
$ |
21.65 |
|
|
|
|
|
|
|
|
|
|
Outstanding, November 6, 2010 |
|
36.2 |
|
$ |
21.42 |
|
Restricted Stock
|
|
|
Restricted shares |
|
Weighted-average |
|
|
|
Outstanding, January 30, 2010 |
|
4.4 |
|
$ |
24.25 |
|
|
Granted |
|
2.3 |
|
$ |
20.22 |
|
|
Lapsed |
|
(2.2 |
) |
$ |
23.68 |
|
|
Canceled |
|
(0.1 |
) |
$ |
23.35 |
|
|
|
|
|
|
|
|
|
|
Outstanding, November 6, 2010 |
|
4.4 |
|
$ |
22.42 |
|
The weighted-average fair value of stock options granted during the first three quarters ended November 6, 2010 and November 7, 2009, was $5.11 and $6.30, respectively. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model, based on the assumptions shown in the table below. The Black-Scholes model utilizes extensive accounting judgment and financial estimates, including the term employees are expected to retain their stock options before exercising them, the volatility of the Company’s stock price over that expected term, the dividend yield over the term, and the number of awards expected to be forfeited before they vest. Using alternative assumptions in the calculation of fair value would produce fair values for stock option grants that could be different than those used to record stock-based compensation expense in the Consolidated Statements of Operations.
The following table reflects the weighted average assumptions used for grants awarded to option holders:
|
|
|
2010 |
|
2009 |
|
|
Risk-free interest rate |
|
2.57% |
|
3.17% |
|
|
Expected dividend yield |
|
2.00% |
|
1.80% |
|
|
Expected volatility |
|
26.87% |
|
28.05% |
|
|
Expected term |
|
6.9 Years |
|
6.8 Years |
|
3. DEBT OBLIGATIONS
Long-term debt consists of:
|
|
|
November 6, |
|
January 30, |
|
||
|
|
|
2010 |
|
2010 |
|
||
|
3.90% to 8.05% Senior Notes due through 2040 |
|
$ |
7,106 |
|
$ |
7,308 |
|
|
5.00% to 9.88% Mortgages due in varying amounts through 2034 |
|
76 |
|
105 |
|
||
|
Other |
|
149 |
|
163 |
|
||
|
|
|
|
|
|
|
||
|
Total debt, excluding capital leases and financing obligations |
|
7,331 |
|
7,576 |
|
||
|
|
|
|
|
|
|
||
|
Less current portion |
|
(514 |
) |
(549 |
) |
||
|
|
|
|
|
|
|
||
|
Total long-term debt, excluding capital leases and financing obligations |
|
$ |
6,817 |
|
$ |
7,027 |
|
With the proceeds received from the Company’s third quarter of 2009 issuance of $500 of senior notes bearing an interest rate of 3.90% due in 2015, the Company repaid $500 of senior notes bearing an interest rate of 8.05% that matured in the first quarter of 2010.
In the second quarter of 2010, the Company issued $300 of senior notes bearing an interest rate of 5.40% due in 2040.
4. COMPREHENSIVE INCOME
Comprehensive income is as follows:
|
|
|
Third Quarter Ended |
|
Year-To-Date |
|
||||||||
|
|
|
November 6, |
|
November 7, |
|
November 6, |
|
November 7, |
|
||||
|
Net earnings (loss) including noncontrolling interests |
|
$ |
207 |
|
$ |
(876 |
) |
$ |
850 |
|
$ |
(194 |
) |
|
Unrealized gain on available for sale securities, net of income tax(1) |
|
— |
|
— |
|
5 |
|
— |
|
||||
|
Amortization of amounts included in net periodic pension expense, net of income tax(2) |
|
7 |
|
4 |
|
21 |
|
2 |
|
||||
|
Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax |
|
1 |
|
1 |
|
2 |
|
2 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Comprehensive income (loss) |
|
215 |
|
(871 |
) |
878 |
|
(190 |
) |
||||
|
Comprehensive income (loss) attributable to noncontrolling interests |
|
5 |
|
(1 |
) |
12 |
|
(9 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Comprehensive income (loss) attributable to The Kroger Co. |
|
$ |
210 |
|
$ |
(870 |
) |
$ |
866 |
|
$ |
(181 |
) |
(1) Amount is net of tax of $1 for the third quarter of 2010. Amount is net of tax of $4 for the first three quarters of 2010.
(2) Amount is net of tax of $3 for the third quarter of 2010 and $2 for the third quarter of 2009. Amount is net of tax of $13 for the first three quarters of 2010 and $2 for the first three quarters of 2009.
5. BENEFIT PLANS
The following table provides the components of net periodic benefit costs for the Company-sponsored pension plans and other post-retirement benefit plans for the third quarter of 2010 and 2009.
|
|
|
Third Quarter |
|
||||||||||
|
|
|
Pension Benefits |
|
Other Benefits |
|
||||||||
|
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
||||
|
Components of net periodic benefit cost: |
|
|
|
|
|
|
|
|
|
||||
|
Service cost |
|
$ |
10 |
|
$ |
12 |
|
$ |
3 |
|
$ |
3 |
|
|
Interest cost |
|
38 |
|
36 |
|
4 |
|
5 |
|
||||
|
Expected return on plan assets |
|
(45 |
) |
(53 |
) |
— |
|
— |
|
||||
|
Amortization of: |
|
|
|
|
|
|
|
|
|
||||
|
Prior service cost |
|
— |
|
1 |
|
(1 |
) |
(2 |
) |
||||
|
Actuarial loss |
|
12 |
|
9 |
|
(1 |
) |
(2 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net periodic benefit cost |
|
$ |
15 |
|
$ |
5 |
|
$ |
5 |
|
$ |
4 |
|
The following table provides the components of net periodic benefit costs for the Company-sponsored pension plans and other post-retirement benefit plans for the first three quarters of 2010 and 2009.
|
|
|
Year-To-Date |
|
||||||||||
|
|
|
Pension Benefits |
|
Other Benefits |
|
||||||||
|
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
||||
|
Components of net periodic benefit cost: |
|
|
|
|
|
|
|
|
|
||||
|
Service cost |
|
$ |
33 |
|
$ |
28 |
|
$ |
10 |
|
$ |
8 |
|
|
Interest cost |
|
129 |
|
130 |
|
14 |
|
15 |
|
||||
|
Expected return on plan assets |
|
(151 |
) |
(147 |
) |
— |
|
— |
|
||||
|
Amortization of: |
|
|
|
|
|
|
|
|
|
||||
|
Prior service cost |
|
— |
|
2 |
|
(4 |
) |
(5 |
) |
||||
|
Actuarial loss |
|
39 |
|
11 |
|
(3 |
) |
(4 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net periodic benefit cost |
|
$ |
50 |
|
$ |
24 |
|
$ |
17 |
|
$ |
14 |
|
The Company contributed $141 and $265 to Company-sponsored pension plans in the first three quarters of 2010 and 2009, respectively.
The Company contributed $93 and $88 to employee 401(k) retirement savings accounts in the first three quarters of 2010 and 2009, respectively.
The Company also contributes to various multi-employer pension plans based on obligations arising from most of its collective bargaining agreements. These plans provide retirement benefits to participants based on their service to contributing employers. The Company recognizes expense in connection with these plans as contributions are funded.
6. EARNINGS PER COMMON SHARE
Net earnings (loss) attributable to The Kroger Co. per basic common share equals net earnings (loss) attributable to The Kroger Co. less income allocated to participating securities divided by the weighted average number of common shares outstanding. Net earnings (loss) attributable to The Kroger Co. per diluted common share equals net earnings (loss) attributable to The Kroger Co. less income allocated to participating securities divided by the weighted average number of common shares outstanding, after giving effect to dilutive stock options. The following table provides a reconciliation of net earnings (loss) attributable to The Kroger Co. and shares used in calculating net earnings (loss) attributable to The Kroger Co. per basic common share to those used in calculating net earnings (loss) attributable to The Kroger Co. per diluted common share:
|
|
|
Third Quarter Ended |
|
Third Quarter Ended |
|
||||||||||||
|
|
|
November 6, 2010 |
|
November 7, 2009 |
|
||||||||||||
|
|
|
Earnings |
|
Shares |
|
Per Share |
|
Earnings |
|
Shares |
|
Per Share |
|
||||
|
Net
earnings (loss) attributable to |
|
$ |
201 |
|
633 |
|
$ |
0.32 |
|
$ |
(875 |
) |
646 |
|
$ |
(1.35 |
) |
|
Dilutive effect of stock options |
|
|
|
3 |
|
|
|
|
|
— |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net
earnings (loss) attributable to |
|
$ |
201 |
|
636 |
|
$ |
0.32 |
|
$ |
(875 |
) |
646 |
|
$ |
(1.35 |
) |
|
|
|
Year –To-Date |
|
Year-To-Date |
|
||||||||||||
|
|
|
November 6, 2010 |
|
November 7, 2009 |
|
||||||||||||
|
|
|
Earnings |
|
Shares |
|
Per Share |
|
Earnings |
|
Shares |
|
Per Share |
|
||||
|
Net
earnings (loss) attributable to |
|
$ |
832 |
|
638 |
|
$ |
1.30 |
|
$ |
(185 |
) |
647 |
|
$ |
(0.29 |
) |
|
Dilutive effect of stock options |
|
|
|
3 |
|
|
|
|
|
— |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net
earnings (loss) attributable to |
|
$ |
832 |
|
641 |
|
$ |
1.30 |
|
$ |
(185 |
) |
647 |
|
$ |
(0.29 |
) |
The Company had undistributed and distributed earnings to participating securities totaling $1 in the third quarter of 2010. For the first three quarters of 2010, the Company had undistributed and distributed earnings to participating securities totaling $6. Due to the Company having a net loss in both the third quarter and first three quarters of 2009, no allocation was made to participating securities due to the anti-dilutive effect.
The Company had options outstanding for approximately 23 shares during the third quarter of 2010 that were excluded from the computations of earnings per diluted common share because their inclusion would have had an anti-dilutive effect on earnings per share. For the first three quarters of 2010, the Company had options outstanding for approximately 21 shares, that were excluded from the computations of earnings per diluted common share because their inclusion would have had an anti-dilutive effect on earnings per share.
7. RECENTLY ADOPTED ACCOUNTING STANDARDS
In January 2010, the Financial Accounting Standards Board (“FASB”) amended its standards related to fair value measurements and disclosures, which are effective for interim and annual fiscal periods beginning after December 15, 2009, except for disclosures about certain Level 3 activity that will become effective for interim and annual periods beginning after December 15, 2010. The new standard requires the Company to disclose transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers as well as activity in Level 3 fair value measurements. The new standard also requires a more detailed level of disaggregation of the assets and liabilities being measured as well as increased disclosures regarding inputs and valuation techniques of the fair value measurements. See Note 10 to the Consolidated Financial Statements for the Company’s fair value measurements and disclosures.
In June 2009, the FASB amended its existing standards related to the consolidation of VIEs, which was effective for interim and annual fiscal periods beginning after November 15, 2009. The new standard requires an entity to analyze whether its variable interests give it a controlling financial interest of a VIE and outlines what defines a primary beneficiary. The new standard amends GAAP by: (a) changing certain rules for determining whether an entity is a VIE; (b) replacing the quantitative approach previously required for determining the primary beneficiary with a more qualitative approach; and (c) requiring entities to continuously analyze whether they are the primary beneficiary of a VIE, among other amendments. The new standard also requires enhanced disclosures regarding an entity’s involvement in a VIE. The adoption of these new standards did not have a material effect on the Company’s Consolidated Financial Statements.
8. GUARANTOR SUBSIDIARIES
As of November 6, 2010, the Company’s outstanding public debt (the “Guaranteed Notes”) was jointly and severally, fully and unconditionally guaranteed by some of the Company’s subsidiaries (the “Guarantor Subsidiaries”). At November 6, 2010, a total of approximately $7,106 of Guaranteed Notes was outstanding. The Guarantor Subsidiaries and non-guarantor subsidiaries are wholly-owned subsidiaries of The Kroger Co. Separate financial statements of The Kroger Co. and each of the Guarantor Subsidiaries are not presented because the guarantees are full and unconditional and the Guarantor Subsidiaries are jointly and severally liable. The Company believes that separate financial statements and other disclosures concerning the Guarantor Subsidiaries would not be material to investors.
The non-guaranteeing subsidiaries represent less than 3% on an individual and aggregate basis of consolidated assets, pre-tax earnings, cash flow, and equity. Therefore, the non-guarantor subsidiaries’ information is not separately presented in the tables below.
There are no current restrictions on the ability of the Guarantor Subsidiaries to make payments under the guarantees referred to above, except, however, the obligations of each guarantor under its guarantee are limited to the maximum amount that will result in obligations of such guarantor under its guarantee not constituting a fraudulent conveyance or fraudulent transfer for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, or any similar Federal or state law (e.g., adequate capital to pay dividends under corporate laws).
The following tables present summarized financial information as of November 6, 2010 and January 30, 2010 and for the third quarter, and three quarters ended November 6, 2010 and November 7, 2009:
Condensed Consolidating
Balance Sheets
As of November 6, 2010
|
|
|
The Kroger |
|
Guarantor |
|
Eliminations |
|
Consolidated |
|
||||
|
Current assets |
|
|
|
|
|
|
|
|
|
||||
|
Cash and temporary cash investments |
|
$ |
27 |
|
$ |
731 |
|
$ |
— |
|
$ |
758 |
|
|
Deposits in-transit |
|
81 |
|
674 |
|
— |
|
755 |
|
||||
|
Receivables |
|
2,217 |
|
629 |
|
(1,999 |
) |
847 |
|
||||
|
Net inventories |
|
552 |
|
4,704 |
|
— |
|
5,256 |
|
||||
|
Prepaid and other current assets |
|
89 |
|
202 |
|
— |
|
291 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total current assets |
|
2,966 |
|
6,940 |
|
(1,999 |
) |
7,907 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Property, plant and equipment, net |
|
1,876 |
|
12,230 |
|
— |
|
14,106 |
|
||||
|
Goodwill |
|
5 |
|
1,153 |
|
— |
|
1,158 |
|
||||
|
Other assets |
|
915 |
|
1,903 |
|
(2,234 |
) |
584 |
|
||||
|
Investment in and advances to subsidiaries |
|
10,247 |
|
— |
|
(10,247 |
) |
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total assets |
|
$ |
16,009 |
|
$ |
22,226 |
|
$ |
(14,480 |
) |
$ |
23,755 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Current liabilities |
|
|
|
|
|
|
|
|
|
||||
|
Current portion of long-term debt including obligations under capital leases and financing obligations |
|
$ |
547 |
|
$ |
— |
|
$ |
— |
|
$ |
547 |
|
|
Trade accounts payable |
|
391 |
|
3,788 |
|
— |
|
4,179 |
|
||||
|
Other current liabilities |
|
1,056 |
|
6,791 |
|
(4,233 |
) |
3,614 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total current liabilities |
|
1,994 |
|
10,579 |
|
(4,233 |
) |
8,340 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Long-term debt including obligations under capital leases and financing obligations |
|
|
|
|
|
|
|
|
|
||||
|
Face value of long-term debt including obligations under capital leases and financing obligations |
|
7,191 |
|
— |
|
— |
|
7,191 |
|
||||
|
Adjustment to reflect fair value interest rate hedges |
|
70 |
|
— |
|
— |
|
70 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Long-term debt including obligations under capital leases and financing obligations |
|
7,261 |
|
— |
|
— |
|
7,261 |
|
||||
|
Other long-term liabilities |
|
1,493 |
|
1,400 |
|
— |
|
2,893 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total liabilities |
|
10,748 |
|
11,979 |
|
(4,233 |
) |
18,494 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Shareowners’ Equity |
|
5,261 |
|
10,247 |
|
(10,247 |
) |
5,261 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total liabilities and equity |
|
$ |
16,009 |
|
$ |
22,226 |
|
$ |
(14,480 |
) |
$ |
23,755 |
|
Condensed Consolidating
Balance Sheets
As of January 30, 2010
|
|
|
The Kroger |
|
Guarantor |
|
Eliminations |
|
Consolidated |
|
||||
|
Current assets |
|
|
|
|
|
|
|
|
|
||||
|
Cash and temporary cash investments |
|
$ |
29 |
|
$ |
395 |
|
$ |
— |
|
$ |
424 |
|
|
Deposits in-transit |
|
76 |
|
578 |
|
— |
|
654 |
|
||||
|
Receivables |
|
2,173 |
|
734 |
|
(1,998 |
) |
909 |
|
||||
|
Net inventories |
|
460 |
|
4,475 |
|
— |
|
4,935 |
|
||||
|
Prepaid and other current assets |
|
405 |
|
156 |
|
— |
|
561 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total current assets |
|
3,143 |
|
6,338 |
|
(1,998 |
) |
7,483 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Property, plant and equipment, net |
|
1,823 |
|
12,106 |
|
— |
|
13,929 |
|
||||
|
Goodwill |
|
5 |
|
1,153 |
|
— |
|
1,158 |
|
||||
|
Other assets |
|
814 |
|
1,771 |
|
(2,029 |
) |
556 |
|
||||
|
Investment in and advances to subsidiaries |
|
10,019 |
|
— |
|
(10,019 |
) |
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total assets |
|
$ |
15,804 |
|
$ |
21,368 |
|
$ |
(14,046 |
) |
$ |
23,126 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Current liabilities |
|
|
|
|
|
|
|
|
|
||||
|
Current portion of long-term debt including obligations under capital leases and financing obligations |
|
$ |
579 |
|
$ |
— |
|
$ |
— |
|
$ |
579 |
|
|
Trade accounts payable |
|
372 |
|
3,518 |
|
— |
|
3,890 |
|
||||
|
Other current liabilities |
|
1,135 |
|
6,150 |
|
(4,027 |
) |
3,258 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total current liabilities |
|
2,086 |
|
9,668 |
|
(4,027 |
) |
7,727 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Long-term debt including obligations under capital leases and financing obligations |
|
|
|
|
|
|
|
|
|
||||
|
Face value of long-term debt including obligations under capital leases and financing obligations |
|
7,420 |
|
— |
|
— |
|
7,420 |
|
||||
|
Adjustment to reflect fair value interest rate hedges |
|
57 |
|
— |
|
— |
|
57 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Long-term debt including obligations under capital leases and financing obligations |
|
7,477 |
|
— |
|
— |
|
7,477 |
|
||||
|
Other long-term liabilities |
|
1,315 |
|
1,681 |
|
— |
|
2,996 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total liabilities |
|
10,878 |
|
11,349 |
|
(4,027 |
) |
18,200 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Shareowners’ Equity |
|
4,926 |
|
10,019 |
|
(10,019 |
) |
4,926 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total liabilities and equity |
|
$ |
15,804 |
|
$ |
21,368 |
|
$ |
(14,046 |
) |
$ |
23,126 |
|
Condensed Consolidating
Statements of Operations
For the Quarter Ended November 6, 2010
|
|
|
The Kroger Co. |
|
Guarantor |
|
Eliminations |
|
Consolidated |
|
||||
|
Sales |
|
$ |
2,394 |
|
$ |
16,644 |
|
$ |
(340 |
) |
$ |
18,698 |
|
|
Merchandise costs, including advertising, warehousing and transportation |
|
1,931 |
|
12,980 |
|
(340 |
) |
14,751 |
|
||||
|
Operating, general and administrative |
|
411 |
|
2,788 |
|
— |
|
3,199 |
|
||||
|
Rent |
|
31 |
|
123 |
|
— |
|
154 |
|
||||
|
Depreciation and amortization |
|
40 |
|
328 |
|
— |
|
368 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Operating profit (loss) |
|
(19 |
) |
425 |
|
— |
|
406 |
|
||||
|
Interest expense |
|
102 |
|
1 |
|
— |
|
103 |
|
||||
|
Equity in earnings of subsidiaries |
|
349 |
|
— |
|
(349 |
) |
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Earnings before income tax expense |
|
228 |
|
424 |
|
(349 |
) |
303 |
|
||||
|
Income tax expense |
|
26 |
|
70 |
|
— |
|
96 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net earnings including noncontrolling interests |
|
202 |
|
354 |
|
(349 |
) |
207 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net earnings attributable to noncontrolling interests |
|
— |
|
5 |
|
— |
|
5 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net earnings attributable to The Kroger Co. |
|
$ |
202 |
|
$ |
349 |
|
$ |
(349 |
) |
$ |
202 |
|
Condensed Consolidating
Statements of Operations
For the Quarter Ended November 7, 2009
|
|
|
The Kroger |
|
Guarantor |
|
Eliminations |
|
Consolidated |
|
||||
|
Sales |
|
$ |
2,240 |
|
$ |
15,763 |
|
$ |
(341 |
) |
$ |
17,662 |
|
|
Merchandise costs, including advertising, warehousing and transportation |
|
1,836 |
|
12,167 |
|
(341 |
) |
13,662 |
|
||||
|
Operating, general and administrative |
|
350 |
|
2,787 |
|
— |
|
3,137 |
|
||||
|
Rent |
|
27 |
|
125 |
|
— |
|
152 |
|
||||
|
Depreciation and amortization |
|
39 |
|
317 |
|
— |
|
356 |
|
||||
|
Goodwill impairment charge |
|
— |
|
1,113 |
|
— |
|
1,113 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Operating loss |
|
(12 |
) |
(746 |
) |
— |
|
(758 |
) |
||||
|
Interest expense |
|
103 |
|
2 |
|
— |
|
105 |
|
||||
|
Equity in earnings of subsidiaries |
|
(735 |
) |
— |
|
735 |
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Loss before income tax expense |
|
(850 |
) |
(748 |
) |
735 |
|
(863 |
) |
||||
|
Income tax expense (benefit) |
|
25 |
|
(12 |
) |
— |
|
13 |
|
||||
|
|
|
|
|
|
|
|
|
&n | |||||