Kroger 2014 Annual Report Download - page 126

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A-61
NO T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S , CO N T I N U E D
14 . S T O C K
Preferred Shares
The Company has authorized five million shares of voting cumulative preferred shares; two million
shares were available for issuance at January 31, 2015. The shares have a par value of $100 per share and are
issuable in series.
Common Shares
The Company has authorized one billion common shares, $1 par value per share. On May 20, 1999, the
shareholders authorized an amendment to the Amended Articles of Incorporation to increase the number of
authorized common shares from one billion to two billion when the Board of Directors determines it to be in
the best interest of the Company.
Common Stock Repurchase Program
The Company maintains stock repurchase programs that comply with Rule 10b5-1 of the Securities
Exchange Act of 1934 to allow for the orderly repurchase of The Kroger Co. common shares, from time to
time. The Company made open market purchases totaling $1,129, $338 and $1,165 under these repurchase
programs in 2014, 2013 and 2012, respectively. In addition to these repurchase programs, in December 1999,
the Company began a program to repurchase common shares to reduce dilution resulting from its employee
stock option plans. This program is solely funded by proceeds from stock option exercises and the related tax
benefit. The Company repurchased approximately $154, $271 and $96 under the stock option program during
2014, 2013 and 2012, respectively.
15 . C O M P A N Y - S P O N S O R E D B E N E F I T P L A N S
The Company administers non-contributory defined benefit retirement plans for some non-union
employees and union-represented employees as determined by the terms and conditions of collective bargaining
agreements. These include several qualified pension plans (the “Qualified Plans”) and non-qualified pension
plans (the “Non-Qualified Plans”). The Non-Qualified Plans pay benefits to any employee that earns in excess
of the maximum allowed for the Qualified Plans by Section 415 of the Internal Revenue Code. The Company
only funds obligations under the Qualified Plans. Funding for the Company-sponsored pension plans is based
on a review of the specific requirements and on evaluation of the assets and liabilities of each plan.
In addition to providing pension benefits, the Company provides certain health care benefits for retired
employees. The majority of the Company’s employees may become eligible for these benefits if they reach
normal retirement age while employed by the Company. Funding of retiree health care benefits occurs as
claims or premiums are paid.
The Company recognizes the funded status of its retirement plans on the Consolidated Balance Sheets.
Actuarial gains or losses, prior service costs or credits and transition obligations that have not yet been
recognized as part of net periodic benefit cost are required to be recorded as a component of AOCI. All plans
are measured as of the Company’s fiscal year end.
Amounts recognized in AOCI as of January 31, 2015 and February 1, 2014 consists of the following (pre-tax):
Pension Benefits Other Benefits Total
2014 2013 2014 2013 2014 2013
Net actuarial loss (gain) . . . . . . . . . . . . . . . . . $1,398 $857 $ (89) $(111) $1,309 $746
Prior service cost (credit) . . . . . . . . . . . . . . . 1 2 (75) (35) (74) (33)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,399 $859 $(164) $(146) $1,235 $713