Kroger Completes Merger with Harris Teeter

The Kroger Co. and Harris Teeter Supermarkets announced that the merger transaction between the two companies was completed on January 28, 2014. Under the terms of the merger agreement, Harris Teeter shareholders will receive $49.38 per share of Harris Teeter common stock. "We are pleased that our merger is complete and look forward to bringing together the best of Kroger and Harris Teeter to benefit our customers, associates and shareholders," said W. Rodney McMullen, Chief Executive Officer of Kroger. "This merger brings the exceptional Harris Teeter brand and a complementary base of stores in attractive markets to the Kroger family. We have long respected Harris Teeter's customer orientation, friendly and professional associates, strong management team, and company values – which are consistent with ours. Together, through our Customer 1st Strategy, we are going to be an outstanding combination." Thomas W. Dickson, the outgoing Chairman and CEO of Harris Teeter Supermarkets,  stated, "We are excited that Kroger, one of the best food retailers in the U.S., has recognized the value in Harris Teeter.  This successful transaction is, first and foremost, a tribute to our outstanding management teams and associates.  Their tireless commitment to delivering great value and excellent customer service has been instrumental in building Harris Teeter into the unique brand that it is today.  The merger with Kroger provides the opportunity to continue to expand the Harris Teeter brand as well as to provide future employment and career advancement opportunities for our associates in an increasingly competitive market.  The merger also is the culmination of a long track record of delivering substantial value to our shareholders." The transaction allows Kroger to expand with the Harris Teeter brand and a base of 227 stores in the southeastern and mid-Atlantic markets and in Washington, D.C.  Harris Teeter also operates distribution centers for grocery, frozen and perishable foods in Greensboro, NC and Indian Trail, NC and a dairy facility in High Point, NC.  Harris Teeter will continue to operate its stores under the Harris Teeter brand name as a subsidiary of The Kroger Co.  Harris Teeter had revenues of $4.7 billion for fiscal year 2013. Operational Profile Together, the company will operate 2,641 supermarkets and employ more than 368,000 associates across 34 states and the District of Columbia.  Harris Teeter will continue to operate its stores as a subsidiary of The Kroger Co. and will continue to be led by Harris Teeter's current president, Fred Morganthall.  There are no plans to close stores, and associates will continue to have employment opportunities.  Kroger is headquartered in Cincinnati, OH and Harris Teeter's headquarters remains in Matthews, NC. Kroger and Harris Teeter both strive to play a vital role in all of the communities they serve. In 2012, Kroger invested more than $250 million in local communities to provide hunger relief and support for the military and their families, breast cancer awareness programs and more than 30,000 schools and grassroots organizations.  Harris Teeter similarly focuses community investments on feeding the hungry, supporting the military, and investing in local schools and youth sports organizations.  Harris Teeter's 2013 donations totaled nearly $8.3 million. Thomas W. Dickson to Retire as Chairman and CEO of Harris Teeter Supermarkets Kroger and Harris Teeter today announced the retirement of Thomas W. Dickson as Chairman and Chief Executive Officer of Harris Teeter Supermarkets, Inc. "Tad has done an outstanding job as the CEO for the past 16 years," said Mr. McMullen. "During his tenure as CEO, the management team of Harris Teeter has more than doubled the sales of the company and increased the operating profit fourfold by building over 100 new stores, expanding into new markets and improving the overall operating performance of the company. We look forward to working closely with the management team to continue to expand the Harris Teeter brand." Kroger and Harris Teeter also announced the resignation of John Woodlief, Executive Vice President, who has served as Chief Financial Officer since 1999.  Prior to that time, he served as managing partner of the PricewaterhouseCoopers Carolinas offices.  Independence rules concerning Mr. Woodlief's previous position with PricewaterhouseCoopers, who serve as Kroger's independent accountants, prohibit him from serving in a financial role with Kroger.  He will pursue other interests and will be available for consultation to the company.


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