UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November 5, 2016~~August 12, 2017

☐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 ☒ No ☐

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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer (do not check if a smaller reporting company)	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

There were ~~938,124,655~~889,522,175 shares of Common Stock ($1 par value) outstanding as of ~~December 7, 2016.~~September 11, 2017.

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				Second Quarter Ended				Two Quarters Ended
	November 5,		November 7,		November 5,		November 7,		August 12,		August 13,		August 12,		August 13,
	2016		2015		2016		2015
(In millions, except per share amounts)									2017		2016		2017		2016
Sales	$	26,557	$	25,075	$	87,726	$	83,665	$	27,597	$	26,565	$	63,882	$	61,169
Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below		20,653		19,478		68,019		65,303		21,609		20,697		49,890		47,366
Operating, general and administrative		4,443		4,169		14,695		13,591		4,523		4,473		10,897		10,252
Rent		199		172		666		542		225		205		496		467
Depreciation and amortization		549		484		1,768		1,581		562		525		1,299		1,219

Operating profit		713		772		2,578		2,648		678		665		1,300		1,865
Interest expense		124		107		396		369		138		116		315		271

Earnings before income tax expense		589		665		2,182		2,279		540		549		985		1,594
Income tax expense		206		238		727		795		189		171		337		521

Net earnings including noncontrolling interests		383		427		1,455		1,484		351		378		648		1,073
Net earnings (loss) attributable to noncontrolling interests		(8)		(1)		(14)		4
Net loss attributable to noncontrolling interests										(2)		(5)		(8)		(6)

Net earnings attributable to The Kroger Co.	$	391	$	428	$	1,469	$	1,480	$	353	$	383	$	656	$	1,079

Net earnings attributable to The Kroger Co. per basic common share	$	0.41	$	0.44	$	1.54	$	1.52	$	0.39	$	0.40	$	0.72	$	1.13

Average number of common shares used in basic calculation		940		965		946		966		897		943		907		949

Net earnings attributable to The Kroger Co. per diluted common share	$	0.41	$	0.43	$	1.52	$	1.50	$	0.39	$	0.40	$	0.71	$	1.11

Average number of common shares used in diluted calculation		953		979		962		980		905		959		917		966

Dividends declared per common share	$	0.120	$	0.105	$	0.345	$	0.303	$	0.125	$	0.120	$	0.245	$	0.225

The accompanying notes are an integral part of the Consolidated Financial Statements.

THE KROGER CO.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

~~(in millions and unaudited)~~(unaudited)


	Third Quarter Ended				Three Quarters Ended				Second Quarter Ended				Two Quarters Ended
	November 5,		November 7,		November 5,		November 7,		August 12,		August 13,		August 12,		August 13,
	2016		2015		2016		2015
(In millions)									2017		2016		2017		2016
Net earnings including noncontrolling interests	$	383	$	427	$	1,455	$	1,484	$	351	$	378	$	648	$	1,073

Other comprehensive income (loss)
Realized and unrealized gains and losses on available for sale securities, net of income tax(1)		—		1		(20)		8
Amortization of amounts included in net periodic pension expense, net of income tax(2)		8		12		23		41
Realized gains and losses on available for sale securities, net of income tax(1)										—		(14)		—		(20)
Amortization of amounts included in net periodic pension expense(2)										10		6		23		15
Unrealized gains and losses on cash flow hedging activities, net of income tax(3)		46		(3)		(52)		14		1		(71)		(35)		(98)
Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax(4)		—		—		1		—		1		—		1		1

Total other comprehensive income (loss)		54		10		(48)		63		12		(79)		(11)		(102)

Comprehensive income		437		437		1,407		1,547		363		299		637		971
Comprehensive income (loss) attributable to noncontrolling interests		(8)		(1)		(14)		4
Comprehensive loss attributable to noncontrolling interests										(2)		(5)		(8)		(6)
Comprehensive income attributable to The Kroger Co.	$	445	$	438	$	1,421	$	1,543	$	365	$	304	$	645	$	977

(1)

Amount is net of tax of $1$(13) for the ~~third~~second quarter of ~~2015.~~2016. Amount is net of tax of $(16) for the first ~~three~~two quarters of ~~2016 and $5 for the first three quarters of 2015.~~2016.

(2)

Amount is net of tax of $4$6 for the ~~third~~second quarter of ~~2016~~2017 and $8$5 for the ~~third~~second quarter of ~~2015.~~2016. Amount is net of tax of $14 for the first ~~three~~two quarters of ~~2016~~2017 and ~~$25~~$10 for the first ~~three~~two quarters of ~~2015.~~2016.

(3)

Amount is net of tax of ~~$27~~ $1for the ~~third~~second quarter of ~~2016~~2017 and ~~$(2)~~$(43) for the ~~third~~second quarter of ~~2015.~~2016. Amount is net of tax of ~~$(31)~~$(20) for the first ~~three~~two quarters of ~~2016~~2017 and $8$(58) for the first ~~three~~two quarters of ~~2015.~~2016.

(4)

Amount is net of tax of $1 for the ~~third~~second quarter ~~of 2016~~ and the first ~~three~~two quarters of ~~2016.~~2017.

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 5,		January 30,		August 12,		January 28,
	2016		2016
(In millions, except par amounts)					2017		2017
ASSETS
Current assets
Cash and temporary cash investments	$	374	$	277	$	819	$	322
Store deposits in-transit		1,043		923		977		910
Receivables		1,488		1,734		1,536		1,649
FIFO inventory		8,268		7,440		7,698		7,852
LIFO reserve		(1,292)		(1,272)		(1,335)		(1,291)
Prepaid and other current assets		522		790		452		898
Total current assets		10,403		9,892		10,147		10,340

Property, plant and equipment, net		20,966		19,619		21,308		21,016
Intangibles, net		1,164		1,053		1,131		1,153
Goodwill		3,035		2,724		3,052		3,031
Other assets		939		609		962		965

Total Assets	$	36,507	$	33,897	$	36,600	$	36,505

LIABILITIES
Current liabilities
Current portion of long-term debt including obligations under capital leases and financing obligations	$	3,019	$	2,370	$	948	$	2,252
Trade accounts payable		6,310		5,728		6,003		5,818
Accrued salaries and wages		1,153		1,426		1,080		1,234
Deferred income taxes		221		221		—		251
Other current liabilities		3,421		3,226		3,587		3,305
Total current liabilities		14,124		12,971		11,618		12,860

Long-term debt including obligations under capital leases and financing obligations		10,817		9,709		13,100		11,825
Deferred income taxes		1,759		1,752		2,380		1,927
Pension and postretirement benefit obligations		1,381		1,380		1,533		1,524
Other long-term liabilities		1,796		1,287		1,825		1,659

Total Liabilities		29,877		27,099		30,456		29,795

Commitments and contingencies (see Note 8)
Commitments and contingencies (see Note 7)

SHAREOWNERS’ EQUITY
SHAREHOLDERS’ EQUITY

Preferred shares, $100 per share, 5 shares authorized and unissued		—		—		—		—
Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2016 and 2015		1,918		1,918
Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2017 and 2016						1,918		1,918
Additional paid-in capital		3,039		2,980		3,094		3,070
Accumulated other comprehensive loss		(728)		(680)		(726)		(715)
Accumulated earnings		15,150		14,011		15,978		15,543
Common shares in treasury, at cost, 984 shares in 2016 and 951 shares in 2015		(12,767)		(11,409)
Common shares in treasury, at cost, 1,025 shares in 2017 and 994 shares in 2016						(14,105)		(13,118)

Total Shareowners’ Equity - The Kroger Co.		6,612		6,820
Total Shareholders’ Equity - The Kroger Co.						6,159		6,698
Noncontrolling interests		18		(22)		(15)		12

Total Equity		6,630		6,798		6,144		6,710

Total Liabilities and Equity	$	36,507	$	33,897	$	36,600	$	36,505

The accompanying notes are an integral part of the Consolidated Financial Statements.

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~(in millions and unaudited)~~(unaudited)


	Three Quarters Ended				Two Quarters Ended
	November 5,		November 7,		August 12,		August 13,
	2016		2015
(In millions)					2017		2016
Cash Flows from Operating Activities:
Net earnings including noncontrolling interests	$	1,455	$	1,484	$	648	$	1,073
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization		1,768		1,581		1,299		1,219
LIFO charge		19		58		43		27
Stock-based employee compensation		110		130		85		77
Expense for Company-sponsored pension plans		62		79		60		43
Deferred income taxes		5		(149)		208		(43)
Other		(27)		67		10		(32)
Changes in operating assets and liabilities net of effects from mergers of businesses:
Store deposits in-transit		(120)		26		(67)		(36)
Receivables		48		1		25		113
Inventories		(798)		(693)		154		35
Prepaid and other current assets		219		242		428		231
Trade accounts payable		509		814		186		(19)
Accrued expenses		(144)		240		16		(62)
Income taxes receivable and payable		267		45		133		313
Other		83		(80)		97		93

Net cash provided by operating activities		3,456		3,845		3,325		3,032

Cash Flows from Investing Activities:
Payments for property and equipment, including payments for lease buyouts		(3,025)		(2,532)		(1,522)		(2,046)
Proceeds from sale of assets		114		34		94		99
Payments for mergers		(401)		—
Other		39		(82)		(22)		7

Net cash used by investing activities		(3,273)		(2,580)		(1,450)		(1,940)

Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		1,785		58		1,502		19
Payments on long-term debt		(1,332)		(547)		(155)		(70)
Net borrowings on commercial paper		1,200		100
Net borrowings (payments) on commercial paper						(1,425)		285
Dividends paid		(316)		(283)		(221)		(202)
Excess tax benefits on stock-based awards		—		83
Proceeds from issuance of capital stock		51		94		28		44
Treasury stock purchases		(1,401)		(659)		(1,030)		(1,071)
Investment in the remaining equity of a noncontrolling interest		—		(26)
Other		(73)		(79)		(77)		(55)

Net cash used by financing activities		(86)		(1,259)		(1,378)		(1,050)

Net increase in cash and temporary cash investments		97		6		497		42

Cash and temporary cash investments:
Beginning of year		277		268		322		277
End of quarter	$	374	$	274
End of year					$	819	$	319

Reconciliation of capital investments:
Payments for property and equipment, including payments for lease buyouts	$	(3,025)	$	(2,532)	$	(1,522)	$	(2,046)
Payments for lease buyouts		5		16		6		5
Changes in construction-in-progress payables		14		(42)		(102)		(147)
Total capital investments, excluding lease buyouts	$	(3,006)	$	(2,558)	$	(1,618)	$	(2,188)

Disclosure of cash flow information:
Cash paid during the year for interest	$	410	$	397	$	342	$	291
Cash paid during the year for income taxes	$	450	$	864	$	23	$	242

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																Accumulated
				Additional					Other											Additional					Other
	Common Stock			Paid-In		Treasury Stock			Comprehensive		Accumulated		Noncontrolling				Common Stock			Paid-In		Treasury Stock			Comprehensive		Accumulated		Noncontrolling
	Shares	Amount		Capital		Shares	Amount		Gain (Loss)		Earnings		Interest		Total
Balances at January 31, 2015	1,918	$	1,918	$	2,748	944	$	(10,809)	$	(812)	$	12,367	$	30	$	5,442
Issuance of common stock:
Stock options exercised	—		—		—	(7)		94		—		—		—		94
Restricted stock issued	—		—		(113)	(3)		34		—		—		—		(79)
Treasury stock activity:
Treasury stock purchases, at cost	—		—		—	14		(500)		—		—		—		(500)
Stock options exchanged	—		—		—	4		(159)		—		—		—		(159)
Share-based employee compensation	—		—		130	—		—		—		—		—		130
Other comprehensive gain net of income tax of $38	—		—		—	—		—		63		—		—		63
Investment in the remaining equity of a noncontrolling interest	—		—		40	—		—		—		—		(57)		(17)
Other	—		—		143	—		(60)		—		—		(3)		80
Cash dividends declared ($0.303 per common share)	—		—		—	—		—		—		(293)		—		(293)
Net earnings including noncontrolling interests	—		—		—	—		—		—		1,480		4		1,484

Balances at November 7, 2015	1,918	$	1,918	$	2,948	952	$	(11,400)	$	(749)	$	13,554	$	(26)	$	6,245

(In millions, except per share amounts)																	Shares	Amount		Capital		Shares	Amount		Loss		Earnings		Interest		Total
Balances at January 30, 2016	1,918	$	1,918	$	2,980	951	$	(11,409)	$	(680)	$	14,011	$	(22)	$	6,798	1,918	$	1,918	$	2,980	951	$	(11,409)	$	(680)	$	14,011	$	(22)	$	6,798
Issuance of common stock:
Stock options exercised	—		—		—	(4)		51		—		—		—		51	—		—		—	(3)		44		—		—		—		44
Restricted stock issued	—		—		(111)	(2)		55		—		—		—		(56)	—		—		(108)	(2)		53		—		—		—		(55)
Treasury stock activity:
Treasury stock purchases, at cost	—		—		—	37		(1,319)		—		—		—		(1,319)	—		—		—	26		(1,000)		—		—		—		(1,000)
Stock options exchanged	—		—		—	2		(82)		—		—		—		(82)	—		—		—	2		(71)		—		—		—		(71)
Share-based employee compensation	—		—		110	—		��		—		—		—		110	—		—		77	—		—		—		—		—		77
Other comprehensive loss net of income tax of $(32)	—		—		—	—		—		(48)		—		—		(48)
Other comprehensive loss net of income tax of $(64)																	—		—		—	—		—		(102)		—		—		(102)
Other	—		—		60	—		(63)		—		—		54		51	—		—		60	—		(60)		—		—		53		53
Cash dividends declared ($0.345 per common share)	—		—		—	—		—		—		(330)		—		(330)
Cash dividends declared ($0.225 per common share)																	—		—		—	—		—		—		(216)		—		(216)
Net earnings including noncontrolling interests	—		—		—	—		—		—		1,469		(14)		1,455	—		—		—	—		—		—		1,079		(6)		1,073

Balances at November 5, 2016	1,918	$	1,918	$	3,039	984	$	(12,767)	$	(728)	$	15,150	$	18	$	6,630
Balances at August 13, 2016																	1,918	$	1,918	$	3,009	974	$	(12,443)	$	(782)	$	14,874	$	25	$	6,601

Balances at January 28, 2017																	1,918	$	1,918	$	3,070	994	$	(13,118)	$	(715)	$	15,543	$	12	$	6,710
Issuance of common stock:
Stock options exercised																	—		—		—	(2)		28		—		—		—		28
Restricted stock issued																	—		—		(111)	(2)		79		—		—		—		(32)
Treasury stock activity:
Treasury stock purchases, at cost																	—		—		—	34		(989)		—		—		—		(989)
Stock options exchanged																	—		—		—	1		(41)		—		—		—		(41)
Share-based employee compensation																	—		—		85	—		—		—		—		—		85
Other comprehensive loss net of income tax of $(5)																	—		—		—	—		—		(11)		—		—		(11)
Other																	—		—		50	—		(64)		—		—		(19)		(33)
Cash dividends declared ($0.245 per common share)																	—		—		—	—		—		—		(221)		—		(221)
Net earnings including noncontrolling interests																	—		—		—	—		—		—		656		(8)		648

Balances at August 12, 2017																	1,918	$	1,918	$	3,094	1,025	$	(14,105)	$	(726)	$	15,978	$	(15)	$	6,144

The accompanying notes are an integral part of the Consolidated Financial Statements.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

All amounts in the Notes to the Unaudited Consolidated Financial Statements are in millions except per share amounts.

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 in which the Company is the primary beneficiary. The January ~~30, 2016~~28, 2017 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 adjustments, all of which are of a normal, recurring ~~adjustments~~nature that are necessary for a fair ~~presentation~~statement 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 Company’s Annual Report on Form 10-K for the fiscal year ended January ~~30, 2016.~~28, 2017.

The unaudited information in the Consolidated Financial Statements for the ~~third~~second quarters and ~~three~~two quarters ended ~~November 5,~~August 12, 2017 and August 13, 2016, ~~and November 7, 2015,~~ includes the results of operations of the Company for the 1212 and ~~40-week~~28-week periods then ended.

Refer to Note 6 for a description of changes to the Consolidated Statements of Operations and Consolidated Statements of Cash Flows for a recently adopted accounting standard regarding the presentation of employee share-based compensation payments.Fair Value Measurements

~~Revenue Recognition~~Fair value measurements are classified and disclosed in one of the following three categories:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities;

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable;

Level 3 – Unobservable pricing inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company ~~changed from~~records cash and temporary cash investments, store deposits in-transit, receivables, prepaid and other current assets, trade accounts payable, accrued salaries and wages and other current liabilities at approximated fair value. Certain other investments and derivatives are recorded as Level 1, 2 or 3 instruments. Refer to Note 2 for the ~~remote method to the proportional method~~disclosure of ~~recognizing gift card and gift certificate revenue, which had an immaterial effect on earnings.~~debt instrument fair values.

~~2.MERGER~~

On September 2, 2016, the Company closed its merger with Modern HC Holdings, Inc. (“ModernHEALTH”) by purchasing 100% of the outstanding shares of ModernHEALTH for $407. This merger allows the Company to expand its specialty pharmacy services by significantly increasing geographic reach and patient therapies. The merger was accounted for under the purchase method of accounting and was financed through the issuance of commercial paper. In a business combination, the purchase price is allocated to assets acquired and liabilities assumed based on their fair values, with any excess of purchase price over fair value recognized as goodwill. In addition to recognizing the assets and liabilities on the acquired company’s balance sheet, the Company reviews supply contracts, leases, financial instruments, employment agreements and other significant agreements to identify potential assets or liabilities that require recognition in connection with the application of acquisition accounting under Accounting Standards Codification (“ASC”) 805. Intangible assets are recognized apart from goodwill when the asset arises from contractual or other legal rights, or are separable from the acquired entity such that they may be sold, transferred, licensed, rented or exchanged either on a standalone basis or in combination with a related contract, asset or liability.

Pending finalization of the Company’s valuation and other items, the following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as part of the merger with ModernHEALTH:


	~~September 2,~~
	~~2016~~
~~ASSETS~~
~~Total current assets~~	$	82

~~Property, plant and equipment~~		8
~~Intangibles~~		~~136~~

~~Total Assets, excluding Goodwill~~		~~226~~

~~LIABILITIES~~
~~Total current liabilities~~		~~(70)~~

~~Fair-value of long-term debt including obligations under capital leases and financing obligations~~		~~(1)~~
~~Deferred income taxes~~		~~(33)~~

~~Total Liabilities~~		~~(104)~~

~~Total Identifiable Net Assets~~		~~122~~
~~Goodwill~~		~~285~~
~~Total Purchase Price~~	$	~~407~~

Of the $136 allocated to intangible assets, the Company recorded $131 and $5 related to pharmacy prescription files and distribution agreements, respectively. The Company will amortize the pharmacy prescription files and distribution agreements, using the straight line method, over 10 years. The goodwill recorded as part of the merger was attributable to the assembled workforce of ModernHEALTH and operational synergies expected from the merger, as well as any intangible assets that did not qualify for separate recognition. The merger was treated as a stock purchase for income tax purposes. The assets acquired and liabilities assumed as part of the merger did not result in a step up of tax basis and goodwill is not expected to be deductible for tax purposes.

On December 18, 2015, the Company closed its merger with Roundy’s, Inc. (“Roundy’s”). In the second quarter of 2016, there was a purchase price allocation adjustment to reduce goodwill and other current liabilities by $8.

Pro forma results of operations, assuming the Roundy’s merger had taken place at the beginning of 2014 and the ModernHEALTH merger had taken place at the beginning of 2015, are included in the following table. The pro forma information includes historical results of operations of Roundy’s and ModernHEALTH, as well as adjustments for interest expense that would have been incurred due to financing the mergers, depreciation and amortization of the assets acquired and excludes the pre-merger transaction related expenses incurred by Roundy’s, ModernHEALTH and the Company. The pro forma information does not include efficiencies, cost reductions, synergies or investments in our Customer 1st Strategy expected to result from the mergers. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the Roundy’s merger been completed at the beginning of 2014 or the ModernHEALTH merger been completed at the beginning of 2015. ~~The sales and net earnings of ModernHEALTH are not material to the Company’s 2016 results.~~

Third Quarter Ended

Three Quarters Ended

November 7, 2015

November 7, 2015

Sales

$
25,989

$
87,406

Net earnings including noncontrolling interests

426

1,487

Net earnings (loss) attributable to noncontrolling interests

(1)

4

Net earnings attributable to The Kroger Co.

$
427

$
1,483

~~3.DEBT~~2.DEBT OBLIGATIONS

Long-term debt consists of:


	November 5,		January 30,		August 12,		January 28,
	2016		2016		2017		2017
1.14% to 8.00% Senior Notes due through 2046	$	10,319	$	9,826
5.00% to 12.75% Mortgages due in varying amounts through 2027		49		58
0.63% to 0.67% Commercial paper borrowings due through November 2016		2,190		990
1.50% to 8.00% Senior Notes due through 2048					$	12,799	$	11,311
5.63% to 12.75% Mortgages due in varying amounts through 2027						33		38
0.91% Commercial paper borrowings						—		1,425
Other		527		522		452		541

Total debt, excluding capital leases and financing obligations		13,085		11,396		13,284		13,315
Less current portion		(2,964)		(2,318)		(898)		(2,197)

Total long-term debt, excluding capital leases and financing obligations	$	10,121	$	9,078	$	12,386	$	11,118

In the ~~third~~second quarter of ~~2016,~~2017, the Company issued ~~$500~~$400 of senior notes due in fiscal year ~~2019~~2022 bearing an interest rate of ~~1.50%~~2.80%, ~~$750~~$600 of senior notes due in fiscal year ~~2026~~2027 bearing an interest rate of ~~2.65%~~3.70% and $500 of senior notes due in fiscal year ~~2046~~2048 bearing an interest rate of ~~3.88%~~4.65%. The Company also repaid ~~$450~~ $1,425of ~~senior notes~~commercial paper in the first two quarters of 2017 bearing an interest rate of ~~2.20%, $500 of senior notes bearing an interest rate of 3-month London Inter-Bank Offering Rate plus 53 basis points and $300 of senior notes bearing an interest rate of 1.20%~~0.91% to 1.15%. In connection with the senior note issuances, the Company also terminated forward-starting interest rate ~~swaps~~swap agreements with an aggregate notional amount ~~totaling $300.~~of $600. These forward-starting interest rate swap agreements were hedging the variability in future benchmark interest payments attributable to changing interest rates on the forecasted issuance of fixed-rate debt issued during the ~~third~~second quarter of ~~2016.~~2017. Since these forward-starting interest rate swap agreements were classified as cash flow hedges, the unamortized loss of ~~$13, $8~~ $20, $12net of tax, has been deferred in ~~AOCI~~Accumulated Other Comprehensive Loss and will be amortized to earnings as the interest payments are made.

~~In anticipation of future debt refinancing~~Additionally, in fiscal years 2016 through 2019, the Company, in the first and second quarters of 2016, entered into additional forward-starting interest rate swap agreements with an aggregate notional amount totaling $1,500. As of the end of the third quarter of ~~2016,~~2017, the Company ~~has a total~~repaid, upon maturity, $600 of ~~$1,600 notional amount of forward-starting~~senior notes bearing an interest rate ~~swaps outstanding.~~ of 6.40%, with proceeds from the second quarter senior notes issuances.

The ~~forward-starting~~fair value of the Company’s long-term debt, including current maturities, was estimated based on the quoted market prices for the same or similar issues adjusted for illiquidity based on available market evidence. If quoted market prices were not available, the fair value was based upon the net present value of the future cash flow using the forward interest rate ~~swaps entered into~~yield curve in effect at August 12, 2017 and January 28, 2017. At August 12, 2017, the ~~first three quarters~~fair value of ~~2016 were designated as cash-flow hedges as defined by GAAP.~~total debt was $13,766 compared to a carrying value of $13,284. At January 28, 2017, the fair value of total debt was $13,905 compared to a carrying value of $13,315.

~~4.BENEFIT~~3.BENEFIT PLANS

The following table provides the components of net periodic benefit cost for the Company-sponsored defined benefit pension plans and other post-retirement benefit plans for the ~~third~~second quarters of ~~2016~~2017 and ~~2015.~~2016.


	Third Quarter Ended								Second Quarter Ended
	Pension Benefits				Other Benefits				Pension Benefits				Other Benefits
	November 5,		November 7,		November 5,		November 7,		August 12,		August 13,		August 12,		August 13,
	2016		2015		2016		2015		2017		2016		2017		2016
Components of net periodic benefit cost:
Service cost	$	14	$	15	$	2	$	2	$	18	$	15	$	2	$	2
Interest cost		44		37		2		2		42		43		2		3
Expected return on plan assets		(55)		(52)		—		—		(55)		(55)		—		—
Amortization of:
Prior service cost		—		—		(2)		(2)		—		—		(2)		(2)
Actuarial loss (gain)		16		23		(2)		(1)		20		15		(2)		(2)
Curtailment										—		—		—		—

Net periodic benefit cost	$	19	$	23	$	—	$	1	$	25	$	18	$	0	$	1

The following table provides the components of net periodic benefit cost for the Company-sponsored defined benefit pension ~~plans~~plan and other post-retirement benefit plans for the first ~~three~~two quarters of ~~2016~~2017 and ~~2015.~~2016.


	Three Quarters Ended								Two Quarters Ended
	Pension Benefits				Other Benefits				Pension Benefits				Other Benefits
	November 5,		November 7,		November 5,		November 7,		August 12,		August 13,		August 12,		August 13,
	2016		2015		2016		2015		2017		2016		2017		2016
Components of net periodic benefit cost:
Service cost	$	50	$	50	$	7	$	8	$	42	$	36	$	5	$	5
Interest cost		145		127		8		8		98		101		5		6
Expected return on plan assets		(183)		(176)		—		—		(128)		(128)		—		—
Amortization of:
Prior service cost		—		—		(6)		(8)		—		—		(4)		(4)
Actuarial loss (gain)		50		78		(7)		(4)		46		34		(5)		(5)
Curtailment										2		—		—		—

Net periodic benefit cost	$	62	$	79	$	2	$	4	$	60	$	43	$	1	$	2

~~The~~Although the Company is not required ~~and does not expect~~ to make any contributions to its Company-sponsored ~~defined benefit~~ pension plans in ~~2016.~~2017, in the third quarter of 2017, the Company contributed $1,000, $650 net of tax, to the Company-sponsored pension plan that will significantly address the underfunded position of the Company-sponsored pension plan. The Company ~~contributed $5~~expects there will be a settlement charge in the fourth quarter of 2017 associated with the settlement of the Company-sponsored pension plan obligations for eligible participants’ pension balances that are distributed out of the plan via a transfer to other qualified retirement plan options or a lump sum payout, based on each participants’ election. The Company did not make any contributions to its Company-sponsored ~~defined benefit~~ pension plans in the first ~~three~~two quarters of ~~2015.~~2017 or 2016.

The Company contributed ~~$167~~$121 and ~~$152~~$117 to employee 401(k) retirement savings accounts in the first ~~three~~two quarters of ~~2016~~2017 and ~~2015,~~2016, 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.

During the first quarter of 2017, the Company incurred a charge of $199, $126 net of tax, due to withdrawing from two multi-employer pension plans, which represents the Company’s best estimate of the withdrawal liability, absent demand letters from the multi-employer pension plans. Demand letters from the impacted multi-employer pension plans may be received in 2017, or later, and the ultimate withdrawal liability may change from the currently estimated amount. Any future charge will be recorded in the period in which the change is identified. Based on ERISA regulations, the liability will be paid out in installments, which vary by plan, over a period of up to 20 years. The net present value of the liability was determined using a risk free interest rate. The charge was recorded in the ‘Operating, general and administrative’ (“OG&A”) caption in the Consolidated Statements of Operations and the liability was recorded in the ‘Other long-term liabilities’ caption in the Consolidated Balance Sheets.

During the second quarter of 2016, the Company incurred a charge of $111, $71 net of tax, due to commitments arising from the restructuring of certain multi-employer pension plan obligations during the second quarter of 2016.

~~During the third quarter of 2015, the Company contributed $80 to the United Food and Commercial Workers International Union (“UFCW”) Consolidated Pension Plan, which was recognized as expense.~~

~~5.EARNINGS~~4.EARNINGS PER COMMON SHARE

Net earnings attributable to The Kroger Co. per basic common share equal net earnings attributable to The Kroger Co. less income allocated to participating securities divided by the weighted-average number of common shares outstanding. Net earnings attributable to The Kroger Co. per diluted common share equal net earnings 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 attributable to The Kroger Co. and shares used in calculating net earnings attributable to The Kroger Co. per basic common share to those used in calculating net earnings attributable to The Kroger Co. per diluted common share:


	Third Quarter Ended					Third Quarter Ended					Second Quarter Ended					Second Quarter Ended
	November 5, 2016					November 7, 2015					August 12, 2017					August 13, 2016
				Per					Per					Per					Per
	Earnings		Shares	Share		Earnings		Shares	Share		Earnings		Shares	Share		Earnings		Shares	Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Net earnings attributable to The Kroger Co. per basic common share	$	388	940	$	0.41	$	424	965	$	0.44	$	350	897	$	0.39	$	380	943	$	0.40
Dilutive effect of stock options			13					14					8					16

Net earnings attributable to The Kroger Co. per diluted common share	$	388	953	$	0.41	$	424	979	$	0.43	$	350	905	$	0.39	$	380	959	$	0.40


	Three Quarters Ended					Three Quarters Ended					Two Quarters Ended					Two Quarters Ended
	November 5, 2016					November 7, 2015					August 12, 2017					August 13, 2016
				Per					Per					Per					Per
	Earnings		Shares	Share		Earnings		Shares	Share		Earnings		Shares	Share		Earnings		Shares	Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Net earnings attributable to The Kroger Co. per basic common share	$	1,458	946	$	1.54	$	1,466	966	$	1.52	$	651	907	$	0.72	$	1,070	949	$	1.13
Dilutive effect of stock options			16					14					10					17

Net earnings attributable to The Kroger Co. per diluted common share	$	1,458	962	$	1.52	$	1,466	980	$	1.50	$	651	917	$	0.71	$	1,070	966	$	1.11

The Company had combined undistributed and distributed earnings to participating securities totaling $3$3 in the ~~third~~second quarter of ~~2016~~2017 and ~~$4 in the third quarter of 2015.~~ 2016. For the first ~~three~~two quarters of ~~2016~~2017 and ~~2015,~~2016, the Company had combined undistributed and distributed earnings to participating securities of ~~$11~~$5 and ~~$14,~~$9, respectively.

The Company had options outstanding for approximately 1114 million and 38 million shares during the ~~third quarters~~second quarter of ~~2016~~2017 and ~~2015,~~2016, respectively, that were excluded from the computations of net earnings per diluted common share because their inclusion would have had an anti-dilutive effect on net earnings per share. The Company had options outstanding for approximately 710 million shares in the first ~~three~~two quarters of ~~2016~~2017 and 16 million shares in the first ~~three~~two quarters of ~~2015~~2016 that were excluded from the computations of net earnings per diluted common share because their inclusion would have had an anti-dilutive effect on net earnings per share.

~~6.RECENTLY~~5.RECENTLY ADOPTED ACCOUNTING STANDARDS

In ~~September~~November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2015-16, “Business Combinations~~2015-17, “Income Taxes (Topic ~~805)~~740): ~~Simplifying the Accounting for Measurement-Period Adjustments.~~Balance Sheet Classification of Deferred Taxes.” This amendment ~~eliminates the requirement~~requires deferred tax liabilities and assets to ~~retrospectively account for adjustments made to provisional amounts recognized~~be classified as noncurrent in a ~~business combination.~~classified statement of financial position. This amendment became effective for the Company beginning January ~~31, 2016,~~29, 2017, and was adopted prospectively in accordance with the standard. The ~~adoption~~implementation of this amendment ~~did not have an~~resulted in the reclassification of current deferred tax liabilities as non-current and had no effect on the Company’s ~~Consolidated Balance Sheets or~~ Consolidated Statements of Operations.

During the second quarter of 2016, the Company adopted ASU 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This amendment addresses several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. As a result of the adoption, the Company recognized $3 and $42 of excess tax benefits related to share-based payments in its provision for income taxes for the third quarter and first three quarters ended November 5, 2016. These items were historically recorded in additional paid-in capital. In addition, for the first three quarters of 2016, cash flows related to excess tax benefits are classified as an operating activity. Cash paid on employees' behalf related to shares withheld for tax purposes is classified as a financing activity. Retrospective application of the cash flow presentation requirements resulted in increases to both “Net cash provided by operating activities” and “Net cash used by financing activities” of $56 for the first three quarters of 2016 and $79 for the first three quarters of 2015. The Company’s stock compensation expense continues to reflect estimated forfeitures.

~~7.RECENTLY~~6.RECENTLY ISSUED ACCOUNTING STANDARDS

In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715),” which requires that the service cost component of pension and postretirement benefit costs be presented in the same line item as other current employee compensation costs and other components of those benefit costs be presented separately from the service cost component and outside a subtotal of income from operations, if presented. The ASU also requires that only the service cost component of pension and postretirement benefit costs is eligible for capitalization. The update is effective for annual periods beginning after December 15, 2017 and interim periods within that annual period. Application is retrospective for the presentation of the components of these benefit costs and prospective for the capitalization of only service costs. The Company does not expect application of this ASU to have a material impact on its Consolidated Financial Statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” as amended by several subsequent ASUs, which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Per ASU 2015-14, “Deferral of Effective Date,” this guidance will be effective for the Company in the first quarter of its fiscal year ending February 2, 2019. ~~Early adoption is permitted as of the first quarter of the Company’s fiscal year ending February 3, 2018.~~ The Company is currently in the process of evaluating the effect of adoption of this ASU on its Consolidated Financial Statements.

~~In November 2015,~~The Company’s initial assessment of the ~~FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” This amendment requires deferred tax liabilities~~new guidance has identified customer loyalty programs and ~~assets~~gross versus net reporting relative to arrangements with certain third parties as transactions potentially affected by the new guidance. Any effects related to these transactions would be ~~classified as noncurrent~~primarily changes in a classified statement of financial position. This guidance will be effective for the fiscal year ending February 3, 2018. Early adoption is permitted. The implementation of this amendment will not have an effect onpresentation within the Company’s Consolidated Statements of Operations, ~~and will~~but are not ~~have a significant effect on~~expected to affect the Company’s Consolidated Balance ~~Sheets.~~Sheets or the Consolidated Statements of Cash Flows. Any effect to net earnings as a result of the adoption currently is not expected to be material. Additionally, the Company continues to evaluate the adoption method that will be used to implement the new guidance.

In February 2016, the FASB issued ASU 2016-02, ~~“Leases”,~~“Leases,” which provides guidance for the recognition of lease agreements. The standard’s core principle is that a company will now recognize most leases on its balance sheet as lease liabilities with corresponding right-of-use assets. This guidance will be effective for the Company in the first quarter of fiscal year ending February 1, 2020. Early adoption is permitted. The adoption of this ASU will result in a significant increase to the Company’s Consolidated Balance Sheets for lease liabilities and right-of-use assets, and the Company is currently evaluating the other effects of adoption of this ASU on its Consolidated Financial Statements.This evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population, analyzing the practical expedients and assessing opportunities to make certain changes to the Company’s lease accounting information technology system in order to determine the best implementation strategy.

~~8.COMMITMENTS~~7.COMMITMENTS AND CONTINGENCIES

The Company continuously evaluates contingencies based upon the best available evidence.

The Company believes that allowances for loss have been provided to the extent necessary and that its assessment of contingencies is reasonable. To the extent that resolution of contingencies results in amounts that vary from the Company’s estimates, future earnings will be charged or credited.

Litigation — Various claims and lawsuits arising in the normal course of business, including suits charging violations of certain antitrust, wage and hour, or civil rights laws, as well as product liability cases, are pending against the Company. Some of these suits purport or have been determined to be class actions and/or seek substantial damages. Any damages that may be awarded in antitrust cases will be automatically trebled. Although it is not possible at this time to evaluate the merits of all of these claims and lawsuits, nor their likelihood of success, the Company is of the belief that any resulting liability will not have a material effect on the Company’s financial position, results of operations, or cash flows.

The Company continually evaluates its exposure to loss contingencies arising from pending or threatened litigation and believes it has made provisions where it is reasonably possible to estimate and where an adverse outcome is probable. Nonetheless, assessing and predicting the outcomes of these matters involve substantial uncertainties. Management currently believes that the aggregate range of loss for the Company’s exposure is not material to the Company. It remains possible that despite management’s current belief, material differences in actual outcomes or changes in management’s evaluation or predictions could arise that could have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

~~9.FAIR VALUE MEASUREMENTS~~

~~GAAP establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of the fair value hierarchy defined in the standards are as follows:~~

~~Level 1 – Quoted prices are available in active markets for identical assets or liabilities;~~

~~Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable;~~

~~For items carried at (or adjusted to) fair value in the Consolidated Financial Statements, the following tables summarize the fair value of these instruments at November 5, 2016 and January 30, 2016:~~

~~November 5, 2016 Fair Value Measurements Using~~

Quoted Prices in






Active Markets

Significant

for Identical

Significant Other

Unobservable

Assets

Observable Inputs

Inputs

(Level 1)

(Level 2)

(Level 3)

Total

Trading Securities

$
49

$
—

$
—

$
49

Long-Lived Assets

—

—

338

338

Interest Rate Hedges

—

(96)

—

(96)

Total

$
49

$
(96)

$
338

$
291

~~January 30, 2016 Fair Value Measurements Using~~

Quoted Prices in






Active Markets

Significant

for Identical

Significant Other

Unobservable

Assets

Observable Inputs

Inputs

(Level 1)

(Level 2)

(Level 3)

Total

Trading Securities

$
48

$
—

$
—

$
48

Available-For-Sale Securities

41

—

—

41

Long-Lived Assets

—

—

7

7

Interest Rate Hedges

—

(26)

—

(26)

Total

$
89

$
(26)

$
7

$
70

During the first two quarters of 2016, the Company sold all available-for-sale securities for a gain of $27, which was recorded to “Operating, general and administrative” within the Consolidated Statements of Operations.

~~The Company values interest rate hedges using observable forward yield curves. These forward yield curves are classified as Level 2 inputs.~~

During the second quarter of 2016, the Company entered into agreements with a third party. As part of the consideration for entering these agreements, the Company received a financial instrument that derives its value from the third party’s business operations. The Company used the Monte-Carlo simulation method to determine the fair value of this financial instrument. The Monte-Carlo simulation is a generally accepted statistical technique used to generate a defined number of valuation paths in order to develop a reasonable estimate of the fair value of this financial instrument. The assumptions used in the Monte-Carlo simulation are classified as Level 3 inputs. The financial instrument was valued at $335 and recorded in “Other assets” within the Consolidated Balance Sheets. As the financial instrument was obtained in exchange for certain obligations, the Company also recognized offsetting deferred revenue liabilities in “Other current liabilities” and “Other long-term liabilities” within the Consolidated Balance Sheets. The deferred revenue will be amortized to “Sales” within the Consolidated Statements of Operations over the term of the agreements.

Fair value measurements of non-financial assets and non-financial liabilities are primarily used in the impairment analysis of goodwill, other intangible assets, and long-lived assets, and in the valuation of store lease exit costs. The Company reviews goodwill and other intangible assets for impairment annually, during the fourth quarter of each fiscal year, and as circumstances indicate the possibility of impairment. See Note 3 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended January 30, 2016 for further discussion related to the Company’s carrying value of goodwill. Long-lived assets and store lease exit costs were measured at fair value on a nonrecurring basis using Level 3 inputs as defined in the fair value hierarchy. See Note 1 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended January 30, 2016 for further discussion of the Company’s policies regarding the valuation of long-lived assets and store lease exit costs. For the first three quarters of 2016, long-lived assets with a carrying amount of $19 were written down to their fair value of $3 resulting in an impairment charge of $16. For the first three quarters of 2015, long-lived assets with a carrying amount of $38 were written down to their fair value of $5 resulting in an impairment charge of $33. In fiscal year 2015, long-lived assets with a carrying amount of $53 were written down to their fair value of $7, resulting in an impairment charge of $46.

~~Fair Value of Other Financial Instruments~~

~~Current and Long-term Debt~~

The fair value of the Company’s long-term debt, including current maturities, was estimated based on the quoted market prices for the same or similar issues adjusted for illiquidity based on available market evidence. If quoted market prices were not available, the fair value was based upon the net present value of the future cash flow using the forward interest rate yield curve in effect at November 5, 2016 and January 30, 2016. At November 5, 2016, the fair value of total debt was $14,049 compared to a carrying value of $13,085. At January 30, 2016, the fair value of total debt was $12,344 compared to a carrying value of $11,396.

~~Cash and Temporary Cash Investments, Store Deposits In-Transit, Receivables, Prepaid and Other Current Assets, Trade Accounts Payable, Accrued Salaries and Wages and Other Current Liabilities~~

~~The carrying amounts of these items approximated fair value.~~

~~Other Assets~~

The fair values of these investments were estimated based on quoted market prices for those or similar investments, or estimated cash flows, if appropriate. At November 5, 2016 and January 30, 2016, the carrying and fair value of long-term investments for which fair value is determinable was $131 and $128, respectively. At November 5, 2016 and January 30, 2016, the carrying value of notes receivable for which fair value is determinable was $183 and $145, respectively.

~~10.ACCUMULATED~~ O~~THER~~ C~~OMPREHENSIVE~~ I~~NCOME~~ (L~~OSS~~)8.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table represents the changes in AOCI by component for the first ~~three~~two quarters of ~~2015~~2016 and ~~2016:~~2017:


						Pension and								Pension and
		Cash Flow				Postretirement				Cash Flow				Postretirement
		Hedging		Available for sale		Defined Benefit				Hedging		Available for sale		Defined Benefit
	��	Activities(1)		Securities(1)		Plans(1)		Total(1)		Activities(1)		Securities(1)		Plans(1)		Total(1)
Balance at January 31, 2015		$	(49)	$	17	$	(780)	$	(812)
OCI before reclassifications(2)			14		8		—		22
Amounts reclassified out of AOCI(3)			—		—		41		41
Net current-period OCI			14		8		41		63
Balance at November 7, 2015		$	(35)	$	25	$	(739)	$	(749)

Balance at January 30, 2016		$	(51)	$	20	$	(649)	$	(680)	$	(51)	$	20	$	(649)	$	(680)
OCI before reclassifications(2)			(52)		(6)		—		(58)		(98)		(6)		—		(104)
Amounts reclassified out of AOCI(3)			1		(14)		23		10		1		(14)		15		2
Net current-period OCI			(51)		(20)		23		(48)		(97)		(20)		15		(102)
Balance at November 5, 2016		$	(102)	$	—	$	(626)	$	(728)
Balance at August 13, 2016										$	(148)	$	—	$	(634)	$	(782)

Balance at January 28, 2017										$	(2)	$	—	$	(713)	$	(715)
OCI before reclassifications(2)											(35)		—		—		(35)
Amounts reclassified out of AOCI(3)											1		—		23		24
Net current-period OCI											(34)		—		23		(11)
Balance at August 12, 2017										$	(36)	$	—	$	(690)	$	(726)

(1)

All amounts are net of tax.

(2)

Net of tax of ~~$8 and $5~~$(58) for cash flow hedging activities and $(3) for available for sale securities ~~respectively,~~ for the first ~~three~~two quarters of ~~2015.~~2016. Net of tax of ~~$(31) and $(3)~~$(20) for cash flow hedging activities ~~and available for sale securities, respectively,~~ for the first ~~three~~two quarters of ~~2016.~~2017.

(3)

Net of tax of ~~$25~~$(13) for available for sale securities and $10 for pension and postretirement defined benefit plans for the first ~~three~~two quarters of ~~2015.~~2016. Net of tax of $1 for cash flow hedging activities ~~$(13) for available for sale securities~~ and ~~$14~~$14 for pension and postretirement defined benefit plans for the first ~~three~~two quarters of ~~2016.~~2017.

The following table represents the items reclassified out of AOCI and the related tax effects for the ~~third~~second quarter and first ~~three~~two quarters of ~~2016~~2017 and ~~2015:~~2016:


	Third Quarter Ended				Three Quarters Ended				Second Quarter Ended				Two Quarters Ended
	November 5,		November 7,		November 5,		November 7,		August 12,		August 13,		August 12,		August 13,
	2016		2015		2016		2015		2017		2016		2017		2016
Cash flow hedging activity items
Amortization of gains and losses on cash flow hedging activities(1)	$	1	$	—	$	2	$	—	$	2	$	—	$	2	$	1
Tax expense		(1)		—		(1)		—		(1)		—		(1)		—
Net of tax		—		—		1		—		1		—		1		1

Available for sale security items
Realized gains on available for sale securities(2)		—		—		(27)		—		—		(27)		—		(27)
Tax expense		—		—		13		—		—		13		—		13
Net of tax		—		—		(14)		—		—		(14)		—		(14)

Pension and postretirement defined benefit plan items
Amortization of amounts included in net periodic pension expense(3)		12		20		37		66		16		11		37		25
Tax expense		(4)		(8)		(14)		(25)		(6)		(5)		(14)		(10)
Net of tax		8		12		23		41		10		6		23		15
Total reclassifications, net of tax	$	8	$	12	$	10	$	41	$	11	$	(8)	$	24	$	2

(1)

Reclassified from AOCI into interest expense.

(2)

Reclassified from AOCI into operating, general and administrative expense.

(3)

Reclassified from AOCI into merchandise costs and operating, general and administrative expense. These components are included in the computation of net periodic pension expense (see Note ~~4 to the Company’s Consolidated Financial Statements~~3 for additional details).

~~11. INCOME~~

9.INCOME TAXES

The effective income tax rate was 35.0% in the ~~third~~second quarter of ~~2016,~~2017, compared to ~~35.8% for~~31.1% in the ~~third~~second quarter of ~~2015.~~2016. The effective income tax rate was ~~33.3%~~34.2% for the first ~~three~~two quarters of ~~2016,~~2017, compared to ~~34.9%~~32.7% for the first ~~three~~two quarters of ~~2015.~~2016. The effective income tax rate for the ~~third~~second quarter of ~~2016~~2017 was equal to the federal statutory rate ~~primarily~~ due to the ~~offsetting~~utilization of tax credits and deductions, offset by the effect of state income ~~taxes and the benefit of tax credits and deductions.~~taxes. The effective income tax rate for the first ~~three~~two quarters of 2017 differed from the federal statutory rate due to the utilization of tax credits and deductions partially offset by the effect of state income taxes. The effective income tax rate for the second quarter of 2016 and the first two quarters of 2016 differed from the federal statutory rate primarily due to the recognition of excess tax benefits related to share-based payments after the adoption of ASU 2016-09, “Compensation-Stock Compensation (Topic 718),” which caused a reduction in income tax expense of ~~$42~~$23 in the second quarter of 2016 and $39 in the first ~~three~~two quarters of 2016, and the benefit from tax credits and deductions, partially offset by the effect of state income taxes. ~~Excess~~

10.VOLUNTARY RETIREMENT OFFERING

In 2016, the Company announced a Voluntary Retirement Offering (“VRO”) for certain non-store associates. Approximately 1,300 associates irrevocably accepted the VRO in the first quarter of 2017. Due to the employee acceptances, the Company recognized a VRO charge of $184, $117 net of tax, in the first quarter of 2017, which was comprised of $165 for severance and other benefits, ~~related to share-based payments were historically~~as well as $19 of other non-cash charges. This charge was recorded in the OG&A caption within the Consolidated Statements of Operations. The Company paid $157 of the severance and other benefits in the first two quarters of 2017, and will fulfill all payment obligations by the end of the fourth quarter of 2017.

11.SUBSEQUENT EVENTS

Amended and Restated Credit Agreement

On August 29, 2017, the Company entered into an amended and restated $2,750 unsecured revolving credit facility (the “Amended and Restated Credit Agreement”), with a termination date of August 29, 2022, unless extended as permitted under the Amended and Restated Credit Agreement. This Amended and Restated Credit Agreement amended the Company’s $2,750 credit facility that would otherwise have terminated on June 30, 2019. The notable changes from the previous agreement include: (1) the Company has the ability to increase the size of the Amended and Restated Credit Agreement by up to an additional ~~paid-in capital~~$1,000, subject to certain conditions compared to $750 in the prior agreement; (2) the Company’s Public Debt Rating, as opposed to the ~~adoption~~Company’s Leverage Ratio, is now used as one of ~~ASU 2016-09.~~ the factors in calculating the Company’s Interest Rate, Commitment Fee, and Letter of Credit Fees; (3) reduced annual Commitment and certain Letter of Credit Fees at the Company’s current Public Debt Rating. Public Debt Rating means, as of any date, the rating that has been most recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Company.

The ~~effective income tax rate for~~financial covenants in the Amended and Restated Credit Agreement did not change compared to the prior credit agreement.

Debt Maturity

In the third quarter of ~~2015 and~~2017, the ~~first three quarters~~Company repaid, upon maturity, $600 of ~~2015 differed~~senior notes bearing an interest rate of 6.40%, with proceeds from the ~~federal statutory rate primarily due~~second quarter senior notes issuances.

Pension Contribution

In the third quarter of 2017, the Company contributed $1,000, $650 net of tax, to the ~~benefit from~~Company-sponsored pension plan that will significantly address the ~~favorable conclusion~~underfunded position of ~~certain tax audits and~~ the ~~benefit from tax credits and deductions, partially offset by~~Company-sponsored pension plan. The Company expects there will be a settlement charge in the ~~effect~~fourth quarter of ~~state income taxes.~~2017 associated with the settlement of the Company-sponsored pension plan obligations for eligible participants’ pension balances that are distributed out of the plan via a transfer to other qualified retirement plan options or a lump sum payout, based on each participants’ election.

1614

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following analysis should be read in conjunction with the Consolidated Financial Statements.

USE OF NON-GAAP FINANCIAL MEASURES

The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with generally accepted accounting principles (“GAAP”). We provide non-GAAP measures, including First-In, First-Out (“FIFO”) gross margin, FIFO operating profit, adjusted net earnings, ~~and~~ adjusted net earnings per diluted share and free cash flow because management believes these metrics are useful to investors and analysts. These non-GAAP financial measures should not be considered as an alternative to gross margin, operating profit, net earnings, ~~and~~ net earnings per diluted share and net cash provided or used by operating or investing activities or any other GAAP measure of performance. These measures should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. Our calculation and reasons these are useful metrics to investors and analysts are explained below.

We calculate FIFO gross margin as sales less merchandise costs, including advertising, warehousing, and transportation expenses, but excluding the Last-In, First-Out (“LIFO”) charge. Merchandise costs exclude depreciation and rent expenses. FIFO gross margin is an important measure used by management to evaluate merchandising and operational effectiveness. Management believes FIFO gross margin is a useful metric to investors and analysts because it measures our day-to-day merchandising and operational effectiveness.

We calculate FIFO operating profit as operating profit excluding the LIFO charge. FIFO operating profit is an important measure used by management to evaluate operational effectiveness. Management believes FIFO operating profit is a useful metric to investors and analysts because it measures our day-to-day operational effectiveness.

We believe the adjusted net earnings per diluted share metric presents more ~~accurate~~comparable quarter-over-quarter and year-over-year comparisons for our net earnings per diluted share because adjusted items are not the result of our normal operations. Net earnings for the first two quarters of 2017 include charges to operating, general and administrative expenses (“OG&A”) of $199 million, $126 million net of tax, related to the withdrawal liability for certain multi-employer pension funds and $184 million, $117 million net of tax, related to the voluntary retirement offering (“VRO”) (collectively, the “2017 Adjusted Items”). There were no adjusted items in the second quarter of 2017. Net earnings for the second quarter and the first two quarters of 2016 include $111 million, $71 million net of tax, of charges to OG&A related to the restructuring of certain pension obligations to help stabilize associates’ future benefits (the “2016 Adjusted Items”).

We calculate free cash flow as net cash flow provided by operating activities minus net cash flow used by investing activities. Free cash flow is an important measure used by management to evaluate available funding for share repurchases, dividends, debt levels and other strategic investments. Management believes free cash flow is a useful metric to investors and analysts because it demonstrates our ability to make share repurchases and other strategic investments, pay dividends and manage debt levels.

OVERVIEW

Notable items for the ~~third~~second quarter and the first ~~three~~two quarters of ~~2016~~2017 are:

Net earnings per diluted share of ~~$0.41~~$0.39 for the second quarter and ~~$1.52~~$0.71 for the first ~~three~~two quarters of ~~2016.~~2017.

Net earnings for the first three quarters of 2016 includes $111 million ($71 million after-tax) of charges to operating, general and administrative expenses related to the restructuring of certain pension obligations to help stabilize associates’ future benefits (“2016 Adjusted Items”).

Adjusted net earnings per diluted share of ~~$1.59~~$0.97 for the first ~~three~~two quarters of ~~2016.~~2017.

Identical supermarket sales, excluding fuel, increased ~~0.1%~~0.7% for the second quarter and ~~1.5%~~0.2% for the first ~~three~~two quarters of ~~2016.~~2017.

Digital revenue up 126% in the second quarter, driven by ClickList. Digital revenue includes revenue from all curbside pickup locations and online sales by Vitacost.com.

Increased market share and ~~total unit growth due to improved~~the number of ~~total~~ households and loyal households shopping with ~~us.~~us, which led to positive unit growth.

~~Results include unfavorable pricing and cost effects and the loss~~Gross margin declined as a percentage of sales, ~~leverage~~primarily due to price investments. OG&A expenses increased as a ~~challenging, deflationary operating environment and lower fuel margins~~percentage of sales, primarily due to ~~volatility of retail price~~investing in incremental labor hours and ~~product costs.~~wage increases designed to improve associate engagement and retention and investment in our digital strategy.

During the first ~~three~~two quarters of ~~2016,~~2017, we returned ~~$1.7~~$1.3 billion to shareholders from share repurchases and dividend ~~payments and invested $407 million in the ModernHEALTH merger.~~payments.

1716

The following table provides a reconciliation of net earnings attributable to The Kroger Co. to adjusted net earnings attributable to The Kroger Co. and a reconciliation of net earnings attributable to The Kroger Co. per diluted common share to adjusted net earnings attributable to The Kroger Co. per diluted common share, for the ~~third~~second quarter and the first ~~three~~two quarters of ~~2016~~2017 and ~~2015~~2016 ($ in millions, except per share amounts):


	Third Quarter Ended						Three Quarters Ended						Second Quarter Ended						Two Quarters Ended
	November 5,		November 7,		Percentage		November 5,		November 7,		Percentage		August 12,		August 13,		Percentage		August 12,		August 13,		Percentage
	2016		2015		Change		2016		2015		Change		2017		2016		Change		2017		2016		Change
Net earnings attributable to The Kroger Co.	$	391	$	428	(8.6)	%	$	1,469	$	1,480	(0.7)	%	$	353	$	383	(7.8)	%	$	656	$	1,079	(39.2)	%
2016 Adjusted Items(1)(2)		—		—				71		—
Adjustments for pension plan agreements₍₁₎₍₂₎														—		71				126		71
Adjustments for VRO₍₁₎₍₃₎														—		—				117		—
2017 and 2016 Adjusted Items														—		71				243		71

Adjusted net earnings attributable to The Kroger Co.	$	391	$	428	(8.6)	%	$	1,540	$	1,480	4.1	%	$	353	$	454	(22.2)	%	$	899	$	1,150	(21.8)	%

Net earnings attributable to The Kroger Co. per diluted common share	$	0.41	$	0.43	(4.7)	%	$	1.52	$	1.50	1.3	%	$	0.39	$	0.40	(2.5)	%	$	0.71	$	1.11	(36.0)	%
2016 Adjusted Items(3)		—		—				0.07		—
Adjustments for pension plan agreements₍₄₎														—		0.07				0.13		0.07
Adjustments for VRO₍₄₎														—		—				0.13		—
2017 and 2016 Adjusted Items														—		0.07				0.26		0.07

Adjusted net earnings attributable to The Kroger Co. per diluted common share	$	0.41	$	0.43	(4.7)	%	$	1.59	$	1.50	6.0	%	$	0.39	$	0.47	(17.0)	%	$	0.97	$	1.18	(17.8)	%

Average number of common shares used in diluted calculation		953		979				962		980				905		959				917		966

(1)

The amount presented represents the after-tax effect of the ~~2016 Adjusted Items.~~adjustments.

(2)

The pre-tax adjustments for the pension plan agreements were $199 million and $111 million in 2017 and 2016, respectively.

(3)

The pre-tax adjustment for the ~~2016 Adjusted Items~~voluntary retirement offering was ~~$111~~$184 million.

~~(3)~~(4)

The amount presented represents the net earnings per diluted common share effect of the ~~2016 Adjusted Items.~~adjustments.

RESULTS OF OPERATIONS

Sales

Total Sales

($ in millions)


	Third Quarter Ended								Three Quarters Ended								Second Quarter Ended								Two Quarters Ended
	November 5,		Percentage		November 7,		Percentage		November 5,		Percentage		November 7,		Percentage		August 12,		Percentage		August 13,		Percentage		August 12,		Percentage		August 13,		Percentage
	2016		Change		2015		Change(2)		2016		Change		2015		Change(3)		2017		Change		2016		Change(2)		2017		Change		2016		Change(3)
Total supermarket sales without fuel	$	22,044	5.9	%	$	20,817	5.6	%	$	73,732	7.1	%	$	68,830	5.6	%	$	22,701	2.5	%	$	22,153	7.2	%	$	52,642	1.8	%	$	51,688	7.7	%
Fuel sales		3,362	(1.4)	%		3,411	(23.4)	%		10,738	(10.5)	%		11,993	(23.0)	%		3,621	4.3	%		3,473	(13.4)	%		8,323	12.8	%		7,376	(14.1)	%
Other sales(1)		1,151	35.9	%		847	4.1	%		3,256	14.6	%		2,842	14.6	%		1,275	35.8	%		939	7.6	%		2,917	38.6	%		2,105	5.5	%

Total sales	$	26,557	5.9	%	$	25,075	0.4	%	$	87,726	4.9	%	$	83,665	0.5	%	$	27,597	3.9	%	$	26,565	4.0	%	$	63,882	4.4	%	$	61,169	4.4	%

(1)

Other sales primarily relate to sales at convenience stores, excluding fuel; jewelry stores; food production plants to outside customers; data analytic ~~services,~~services; variable interest entities; ~~specialty pharmacy;~~Kroger Specialty Pharmacy; in-store health clinics; digital coupon services; and online sales by Vitacost.com.

(2)

This column represents the percentage change in the ~~third~~second quarter of ~~2015,~~2016, compared to the ~~third~~second quarter of ~~2014.~~2015.

(3)

This column represents the percentage change in the first ~~three~~two quarters of ~~2015,~~2016, compared to the first ~~three~~two quarters of ~~2014.~~2015.

1817

Total sales increased in the ~~third~~second quarter of 2017, compared to the second quarter of 2016, by 3.9%. This increase was primarily due to our increases in total supermarket sales, without fuel, fuel sales and our merger with Modern HC Holdings, Inc. (“ModernHEALTH”). The increase in total supermarket sales without fuel for the second quarter of 2017, compared to the ~~third~~second quarter of ~~2015,~~2016, was primarily due an increase in supermarket square footage and our identical supermarket sales increase, excluding fuel, of 0.7%. Identical supermarket sales, excluding fuel, for the second quarter of 2017, compared to the second quarter of 2016, increased primarily due to an increase in the number of households shopping with us, unit growth and product cost inflation of 0.7%, partially offset by ~~5.9%~~our continued investments in lower prices for our customers. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the second quarter of 2017 increased 3.2% over the end of the second quarter of 2016. Total fuel sales increased 4.3% in the second quarter of 2017, compared to the second quarter of 2016, primarily due to an increase in the average retail fuel price of 3.3% and an increase in fuel gallons sold of 1.0%. The increase in the average retail fuel price was caused by an increase in the product cost of fuel.

Total sales increased in the first two quarters of 2017, compared to the first two quarters of 2016, by 4.4%. This increase was primarily due to our increase in total supermarket sales without fuel, fuel sales, and our merger with ModernHEALTH, partially offset by a decrease in fuel sales due to a decrease in the average retail fuel price of 5.5%. The increase in total supermarket sales without fuel for the third quarter of 2016, compared to the third quarter of 2015, was primarily due to our merger with Roundy’s, an increase in supermarket square footage and our identical supermarket sales increase, excluding fuel, of 0.1%. Identical supermarket sales, excluding fuel, for the third quarter of 2016, compared to the third quarter of 2015, increased primarily due to an increase in the number of households shopping with us, partially offset by product cost deflation of 1.1%. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the third quarter of 2016 increased 3.5% over the end of the third quarter of 2015. Total fuel sales decreased 1.4% in the third quarter of 2016, compared to the third quarter of 2015, primarily due to a decrease in the average retail fuel price of 5.5%, partially offset by an increase in fuel gallons sold of 4.3%. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel.

Total sales increased in the first three quarters of 2016, compared to the first three quarters of 2015, by 4.9%. This increase was primarily due to our increase in total supermarket sales without fuel and our merger with ModernHEALTH, partially offset by a decrease in fuel sales due to a decrease in the average retail fuel price of 14.7%.ModernHEALTH. The increase in total supermarket sales, without fuel, for the first ~~three~~two quarters of ~~2016,~~2017, compared to the first ~~three~~two quarters of ~~2015,~~2016, was primarily due to our identical supermarket sales increase, excluding fuel, of ~~1.5%~~0.2%, ~~our merger with Roundy’s~~ and an increase in supermarket square footage. Identical supermarket sales, excluding fuel, for the first ~~three~~two quarters of ~~2016,~~2017, compared to the first ~~three~~two quarters of ~~2015,~~2016, increased primarily due to an increase in the number of households shopping with us, unit growth and ~~an increase in visits per household,~~product cost inflation of 0.2%, partially offset by product cost deflation of 0.6%. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the third quarter of 2016 increased 3.5% over the end of the third quarter of 2015.our continued investments in lower prices for our customers. Total fuel sales ~~decreased 10.5%~~increased 12.8% in the first ~~three~~two quarters of ~~2016,~~2017, compared to the first ~~three~~two quarters of ~~2015,~~2016, primarily due to ~~a decrease~~an increase in the average retail fuel price of ~~14.7%, partially offset by~~11.5% and an increase in fuel gallons sold of ~~5.0%~~1.3%. The ~~decrease~~increase in the average retail fuel price was caused by ~~a decrease~~an increase in the product cost of fuel.

We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. Although identical supermarket sales is a relatively standard term, numerous methods exist for calculating identical supermarket sales growth. As a result, the method used by our management to calculate identical supermarket sales may differ from methods other companies use to calculate identical supermarket sales. We urge you to understand the methods used by other companies to calculate identical supermarket sales before comparing our identical supermarket sales to those of other such companies. Fuel discounts received at our fuel centers and earned based on in-store purchases are included in all of the identical supermarket sales results calculations illustrated below and reduce our identical supermarket sales results. Differences between total supermarket sales and identical supermarket sales primarily relate to changes in supermarket square footage. Identical supermarket sales include sales from all departments at identical multi-department ~~stores and Roundy’s stores that are identical as if they were part of the Company in the prior year.~~stores. Our identical supermarket sales results are summarized in the following table. We used the identical supermarket dollar figures presented below to calculate percentage changes for the ~~third~~second quarter and first ~~three~~two quarters of ~~2016.~~2017.

Identical Supermarket Sales

($ in millions)


	Third Quarter								Second Quarter
	November 5,		Percentage		November 7,		Percentage		August 12,		Percentage		August 13,		Percentage
	2016		Change		2015		Change(1)		2017		Change		2016		Change(1)
Including fuel centers	$	23,526	(0.2)	%	$	23,584	1.0	%	$	24,471	0.9	%	$	24,261	(0.5)	%
Excluding fuel centers	$	20,960	0.1	%	$	20,937	5.4	%	$	21,702	0.7	%	$	21,549	1.7	%

(1)

This column represents the percentage changes in identical supermarket sales in the ~~third~~second quarter of ~~2015,~~2016, compared to the ~~third~~second quarter of ~~2014.~~2015.


	Two Quarters Ended
	August 12,		Percentage		August 13,		Percentage
	2017		Change		2016		Change(1)
Including fuel centers	$	56,723	1.3	%	$	56,019	0.0	%
Excluding fuel centers	$	50,329	0.2	%	$	50,238	2.1	%

~~Identical Supermarket Sales~~

~~($ in millions)~~

Three Quarters Ended

November 5,

Percentage

November 7,

Percentage


2016

Change

2015

Change(1)

Including fuel centers

$
78,776

(0.1)
%
$
78,835

0.9
%
Excluding fuel centers

$
70,519

1.5
%
$
69,480

5.5
%

(1)

This column represents the percentage changes in identical supermarket sales in the first ~~three~~two quarters of ~~2015,~~2016, compared to the first ~~three~~two quarters of ~~2014.~~2015.

Gross Margin, LIFO and FIFO Gross Margin

We define gross margin as sales minus merchandise costs, including advertising, warehousing, and transportation. Rent expense, depreciation and amortization expense, and interest expense are not included in gross margin.

Our gross margin rate, as a percentage of sales, was ~~22.23%~~21.70% for the ~~third~~second quarter of ~~2016,~~2017, as compared to ~~22.32%~~22.09% for the ~~third~~second quarter of ~~2015.~~2016. This decrease resulted primarily from continued investments in lower prices for our customers, ~~unfavorable pricing~~a higher LIFO charge, and ~~cost effects~~our merger with ModernHEALTH due to ~~a deflationary operating environment~~its lower gross margin rate, and increased shrink costs, as a percentage of sales, partially offset by a higher gross margin rate on our fuel sales and decreased advertising costs, as a percentage of sales.

Our gross margin rate, as a percentage of sales, was 21.90% for the first two quarters of 2017, as compared to 22.57% for the first two quarters of 2016. This decrease resulted primarily from continued investments in lower prices for our customers, a higher LIFO charge, our merger with ModernHEALTH due to its lower gross margin rate, and higher fuel sales and increased warehousing, transportation and shrink costs, as a percentage of sales, partially offset by ~~lower~~decreased advertising costs, as a percentage of sales. Higher fuel sales ~~a LIFO credit and our merger with Roundy’s due to its historically higher gross margin rate. Lower fuel sales increase~~decrease our gross margin rate, as a percentage of sales, due to the very low gross margin rate, as a percentage of sales, on fuel sales compared to non-fuel sales.

Our gross margin rate, as a percentage of sales, was 22.46% for the first three quarters of 2016, as compared to 21.95% for the first three quarters of 2015. This increase in the gross margin rate resulted primarily from lower fuel sales, a lower LIFO charge and our merger with Roundy’s due to its historically higher gross margin rate, partially offset by continued investments in lower prices for our customers, unfavorable pricing and cost effects due to transitioning to a deflationary operating environment and increased warehousing and shrink costs, as a percentage of sales.

Our LIFO ~~credit~~charge was $8$18 million for the ~~third~~second quarter of ~~2016~~2017 compared to a charge of $9$12 million for the ~~third~~second quarter of ~~2015.~~2016. Our LIFO charge was ~~$19~~$43 million for the first ~~three~~two quarters of ~~2016~~2017 and ~~$58~~$27 million for the first ~~three~~two quarters of ~~2015.~~2016. Our increased LIFO ~~credit and~~ charge ~~favorably affects both comparative periods due to~~reflects our ~~lower~~ expected year end product cost of inflation ~~in all departments, except pharmacy,~~ for ~~2016~~2017 compared to ~~2015.~~2016.

Our FIFO gross margin rate, which excludes the ~~third~~second quarter LIFO ~~credit,~~charge, was ~~22.20%~~21.76% for the ~~third~~second quarter of ~~2016,~~2017, as compared to ~~22.36%~~22.13% for the ~~third~~second quarter of ~~2015.~~2016. Our fuel sales lower our FIFO gross margin rate due to the very low FIFO gross margin rate, as a percentage of sales, ~~due to the very low gross margin rate on~~of fuel sales as compared to non-fuel sales. Excluding the effect of fuel and ~~Roundy’s,~~ModernHEALTH, our FIFO gross margin rate decreased ~~five~~30 basis points in the ~~third~~second quarter of ~~2016,~~2017, compared to the ~~third~~second quarter of ~~2015.~~2016. This decrease resulted primarily from continued investments in lower prices for our customers ~~unfavorable pricing and cost effects due to a deflationary operating environment~~ and increased ~~warehousing and~~ shrink costs, as a percentage of sales, partially offset by decreased advertising costs, as a percentage of sales.

Our FIFO gross margin rate, which excludes the first two quarters LIFO charge, was 21.97% for the first ~~three~~two quarters ~~was 22.49%~~of 2017, as compared to 22.61% for the first ~~three~~two quarters of ~~2016, as compared to 22.02% for the first three quarters of 2015.~~2016. Excluding the effect of fuel and ~~Roundy’s,~~ModernHEALTH, our FIFO gross margin rate decreased ~~six~~39 basis points ~~for~~in the first ~~three~~two quarters of ~~2016,~~2017, compared to the first ~~three~~two quarters of ~~2015.~~2016. This decrease resulted primarily from continued investments in lower prices for our customers ~~unfavorable pricing and cost effects due to transitioning to a deflationary operating environment~~ and increased warehousing, transportation and shrink costs, as a percentage of sales, partially offset by decreased advertising costs, as a percentage of sales.

Operating, General and Administrative Expenses

OG&A expenses consist primarily of employee-related costs such as wages, healthcare benefit costs, retirement plan costs, utility, and credit card fees. Rent expense, depreciation and amortization expense, and interest expense are not included in OG&A.

OG&A expenses, as a percentage of sales, ~~increased 10~~decreased 45 basis points to ~~16.73%~~16.39% for the ~~third~~second quarter of ~~2016~~2017 from ~~16.63%~~16.84% for the ~~third~~second quarter of ~~2015.~~2016. This ~~increase~~decrease resulted primarily from ~~a decrease in fuel sales,~~ the ~~loss of sales leverage due to a deflationary operating environment,~~2016 Adjusted Items, savings from the VRO, effective cost controls, decreasing incentive plan costs and our merger with ~~Roundy’s~~ModernHEALTH due to its ~~historically higher~~lower OG&A rate, compared to our other retail divisions and increases in credit card costs, partially offset by increased supermarket sales, productivity improvements, effective cost controls, an $80 million UFCW contribution made during the third quarter of 2015 (“2015 UFCW Contribution”) and decreases in incentive plans, company-sponsored pension and utility costs, as a percentage of ~~sales.~~sales, partially offset by investing in our digital strategy, employee engagement and customer experience, increases in store wages attributed to investing in incremental labor hours and higher wages to improve retention, and increases in Company-sponsored pension plan costs. The VRO, which is included in the 2017 Adjusted Items, was completed in the first quarter of 2017, and is expected to result in future OG&A savings. Our fuel sales lower our OG&A rate, as a percentage of sales, due to the very low OG&A rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel, ~~Roundy’s~~the 2016 Adjusted Items and ~~the 2015 UFCW Contribution,~~ModernHEALTH, our OG&A rate increased 12 basis points in the ~~third~~second quarter of ~~2016,~~2017, compared to the ~~third~~second quarter of ~~2015.~~2016. This increase resulted primarily from ~~the loss of sales leverage due~~investing in our digital strategy, employee engagement and customer experience, increases in store wages attributed to ~~a deflationary operating environment~~investing in incremental labor hours and higher wages to improve retention, and increases in ~~credit card~~Company-sponsored pension plan costs, partially offset by ~~increased supermarket sales, productivity improvements,~~savings from the VRO, effective cost controls and decreases in incentive ~~plans, company-sponsored pension and utility~~plan costs, as a percentage of sales.

OG&A expenses, as a percentage of sales, increased 5130 basis points to ~~16.75%~~17.06% for the first ~~three~~two quarters of ~~2016~~2017 from ~~16.24%~~16.76% for the first ~~three~~two quarters of ~~2015. This~~2016. The increase resulted primarily from ~~a decrease~~investing in ~~fuel sales,~~our digital strategy, employee engagement and customer experience, the ~~loss of sales leverage due to transitioning to a deflationary operating environment, the 2016~~2017 Adjusted Items, ~~our merger with Roundy’s due~~increases in store wages attributed to ~~its historically~~investing in incremental labor hours and higher ~~OG&A rate, compared~~wages to ~~our other retail divisions~~improve retention, and increases in ~~healthcare benefit~~Company-sponsored pension plan and credit card costs, partially offset by ~~increased supermarket sales, productivity improvements,~~savings from the VRO, effective cost controls, higher fuel sales, the ~~2015 UFCW Contribution and~~2016 Adjusted Items, decreases in incentive ~~plans, company-sponsored pension plans~~plan costs and ~~utility costs,~~our merger with ModernHEALTH due to its lower OG&A rate, as a percentage of sales. Excluding the effect of fuel, the 2017 and 2016 Adjusted Items ~~Roundy’s~~ and ~~the 2015 UFCW Contribution,~~ModernHEALTH, our OG&A rate ~~decreased 5~~increased 20 basis points in the first ~~three~~two quarters of ~~2016,~~2017, compared to the first ~~three~~two quarters of ~~2015.~~2016. This ~~decrease~~increase resulted primarily from ~~increased supermarket sales, productivity improvements,~~investing in our digital strategy, employee engagement and customer experience, increases in store wages attributed to investing in incremental labor hours and higher wages to improve retention, and increases in Company-sponsored pension plan and credit card costs, partially offset by savings from the VRO, effective cost controls and decreases in incentive plans, company-sponsored pension plans and utility costs, partially offset by the loss of sales leverage due to transitioning to a deflationary operating environment and increases in healthcare benefit and credit cardplan costs, as a percentage of ~~sales.~~sales.

Rent Expense

Rent expense increased on a total dollars and percentage of sales basis for ~~both~~ the ~~third~~second quarter of 2017 and the first ~~three~~two quarters of 2017, compared to the same periods in 2016, due to:

~~Our merger with Roundy’s due to its higher volume of leased versus owned supermarkets,~~

Increasing retail square footage and

~~Lower fuel sales, which increases our rent expense rate, as a percentage of sales.~~Increased closed store liabilities.

Depreciation and Amortization Expense

Depreciation and amortization expense increased on a total dollars and percentage of sales basis for ~~both~~ the ~~third~~second quarter of 2017 and the first ~~three~~two quarters of 2017, compared to the same periods in 2016, due to:

Additional depreciation on capital investments, excluding mergers and lease buyouts of ~~$3.8~~$3.1 billion, during the rolling four quarter period ending with the ~~third~~second quarter of ~~2016,~~

~~Unfavorable sales leveraging from transitioning to a deflationary operating environment, and~~

~~Our merger with Roundy’s.~~2017.

Operating Profit and FIFO Operating Profit

Operating profit was ~~$713~~$678 million, or ~~2.68%~~2.46% of sales, for the ~~third~~second quarter of ~~2016,~~2017, compared to ~~$772~~$665 million, or ~~3.08%~~2.50% of sales, for the ~~third~~second quarter of ~~2015.~~2016. Operating profit, as a percentage of sales, decreased 40four basis points in the ~~third~~second quarter of ~~2016,~~2017, compared to the ~~third~~second quarter of ~~2015,~~2016, due to lower gross margin, ~~and~~ increased ~~OG&A,~~rent and depreciation and amortization expenses and ~~rent expenses,~~a higher LIFO charge, partially offset by a lower ~~LIFO charge,~~OG&A expenses, as a percentage of sales. ~~Specific factors of these operating trends are discussed earlier in the Results of Operations section.~~

Operating profit was ~~$2.6~~$1.3 billion, or ~~2.94%~~2.04% of sales, for the first ~~three~~two quarters of ~~2016,~~2017, compared to ~~$2.6~~$1.9 billion, or ~~3.17%~~3.05% of sales, for the first ~~three~~two quarters of ~~2015.~~2016. Operating profit, as a percentage of sales, decreased 23101 basis points in the first ~~three~~two quarters of ~~2016,~~2017, compared to the first ~~three~~two quarters of ~~2015,~~2016, due to lower gross margin, increased OG&A and depreciation and amortization ~~and rent~~ expenses ~~partially offset by higher gross margin~~ and a ~~lower~~higher LIFO charge, as a percentage of sales. ~~Specific factors of these operating trends are discussed earlier in the Results of Operations section.~~

FIFO operating profit was ~~$705~~$696 million, or ~~2.65%~~2.52% of sales, for the ~~third~~second quarter of ~~2016,~~2017, compared to ~~$781~~$677 million, or ~~3.11%~~2.55% of sales, for the ~~third~~second quarter of ~~2015.~~2016. Fuel sales lower our operating profit rate due to the very low operating profit rate, as a percentage of sales, of fuel sales compared to non-fuel sales. FIFO operating profit, as a percentage of sales excluding fuel, the ~~effects of our Roundy’s merger~~2017 and ~~the 2015 UFCW Contribution,~~2016 Adjusted Items and ModernHEALTH, decreased 2457 basis points in the ~~third~~second quarter of 2017, compared to the second quarter of 2016 ~~compared to 2015. This decrease was primarily~~ due to ~~continued investments in~~ lower ~~prices for our customers to support our Customer 1~~st ~~Strategy, unfavorable pricing~~gross margin, increased OG&A, depreciation and ~~cost effects~~amortization and the loss of sales leverage due to a deflationary operating environment and increases in credit card, warehousing and shrink costs, partially offset by increased supermarket sales, productivity improvements, effective cost controls and decreases in incentive plans, company-sponsored pension plan and utility costs, as a percentage of sales.rent expenses.

FIFO operating profit was ~~$2.6~~$1.3 billion, or ~~2.96%~~2.10% of sales, for the first ~~three~~two quarters of ~~2016,~~2017, compared to ~~$2.7~~$1.9 billion, or ~~3.23%~~3.09% of sales, for the first ~~three~~two quarters of ~~2015.~~2016. FIFO operating profit, as a percentage of sales excluding fuel, the 2017 and 2016 Adjusted Items ~~the effects of our Roundy’s merger~~ and ~~the 2015 UFCW Contribution,~~ModernHEALTH, decreased 871 basis points in the first ~~three~~two quarters of 2017, compared to the first two quarters of 2016 ~~compared to 2015. This decrease was primarily~~ due to ~~continued investments~~lower gross margin, increased OG&A, depreciation and amortization and rent expenses.

Specific factors of the above operating trends under operating profit and FIFO operating profit are discussed earlier in ~~lower prices for our customers to support our Customer 1~~st Strategy, unfavorable pricing and cost effects and the loss of sales leverage due to transitioning to a deflationary operating environment and increases credit card, warehousing, shrink and healthcare benefit costs, partially offset by increased supermarket sales, productivity improvements, effective cost controls and decreases in incentive plans, company-sponsored pension plans and utility costs, as a percentage of sales.this section.

Income Taxes

~~The~~Our effective income tax rate was 35.0% in the ~~third~~second quarter of ~~2016,~~2017, compared to ~~35.8% for~~31.1% in the ~~third~~second quarter of ~~2015. The~~2016. Our effective income tax rate was ~~33.3%~~34.2% for the first ~~three~~two quarters of ~~2016,~~2017, compared to ~~34.9%~~32.7% for the first ~~three~~two quarters of ~~2015. The~~2016. Our effective income tax rate for the ~~third~~second quarter of ~~2016~~2017 was equal to the federal statutory rate ~~primarily~~ due to the ~~offsetting~~utilization of tax credits and deductions, offset by the effect of state income ~~taxes and the benefit of tax credits and deductions. The~~taxes. Our effective income tax rate for the first ~~three~~two quarters of 2017 differed from the federal statutory rate due to the utilization of tax credits and deductions partially offset by the effect of state income taxes. Our effective income tax rate for the second quarter of 2016 and the first two quarters of 2016 differed from the federal statutory rate primarily due to the recognition of excess tax benefits related to share-based payments after the adoption of ASU 2016-09, “Compensation-Stock Compensation (Topic 718),” which caused a reduction in income tax expense of ~~$42~~$23 million in the second quarter of 2016 and $39 million in the first ~~three~~two quarters of 2016, and the benefit from tax credits and deductions, partially offset by the effect of state income taxes. Excess tax benefits related to share-based payments were historically recorded in additional paid-in capital prior to the adoption of ASU 2016-09. The effective income tax rate for the third quarter of 2015 and the first three quarters of 2015 differed from the federal statutory rate primarily due to the benefit from the favorable conclusion of certain tax audits and the benefit from tax credits and deductions, partially offset by the effect of state income taxes.

Net Earnings and Net Earnings Per Diluted Share

Our net earnings are based on the factors discussed in the Results of Operations section.

Net earnings of ~~$0.41~~$0.39 per diluted share for the ~~third~~second quarter of ~~2016~~2017 represented a decrease of ~~4.7%~~2.5% from net earnings of ~~$0.43~~$0.40 per diluted share for the ~~third~~second quarter of ~~2015. This~~2016. Excluding the 2016 Adjusted Items, net earnings of $0.39 per diluted share for the second quarter of 2017 represented a decrease of 17.0% from net earnings of $0.47 per diluted share in the second quarter of 2016. The 17.0% decrease resulted primarily from lower ~~fuel earnings, unfavorable pricing and cost effects and the loss of sales leverage from the deflationary operating environment, partially offset by slightly higher~~ non-fuel FIFO operating profit, a ~~lower~~higher LIFO charge ~~lower~~and increased interest expense, partially offset by higher fuel earnings, decreased income tax expense and lower weighted average common shares outstanding due to common share repurchases.

Net earnings of ~~$1.52~~$0.71 per diluted share for the first ~~three~~two quarters of ~~2016~~2017 represented ~~an increase~~a decrease of ~~1.3%~~36.0% from net earnings of ~~$1.50~~$1.11 per diluted share for the first ~~three~~two quarters of ~~2015.~~2016. Excluding the 2017 and 2016 Adjusted Items, adjusted net earnings of ~~$1.59~~$0.97 per diluted share for the first ~~three~~two quarters of ~~2016~~2017 represented ~~an increase of 6.0%~~a 17.8% decrease from adjusted net earnings of ~~$1.50~~$1.18 per diluted share for the first ~~three~~two quarters of ~~2015.~~2016. The 17.8% decrease in adjusted net earnings ~~for the first three quarters of 2015 do not include any adjusted items. The 6.0% increase~~ resulted primarily from ~~an increase in~~lower non-fuel FIFO operating profit, a ~~lower~~higher LIFO charge ~~lower~~and increased interest expense, partially offset by higher fuel earnings, decreased income tax expense ~~due to the adoption of a recently issued accounting standard~~ and lower weighted average common shares outstanding due to common share ~~repurchases, partially offset by unfavorable pricing and cost effects and the loss of sales leverage due to transitioning to a deflationary operating environment and lower fuel earnings.~~repurchases.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Information

Net cash provided by operating activities

We generated ~~$3.5~~$3.3 billion of cash from operating activities during the first ~~three~~two quarters of ~~2016~~2017 compared to ~~$3.8~~$3.0 billion during the first ~~three~~two quarters of ~~2015.~~2016. The cash provided by operating activities came from net earnings including noncontrolling interests, adjusted for non-cash expenses, and changes in working capital. The cash provided from operating activities ~~decreased~~increased in the first ~~three~~two quarters of ~~2016~~2017 versus ~~2015,~~2016, primarily due to positive changes in working capital, partially offset by a decrease in net earnings including noncontrolling ~~interests and changes in working capital, partially offset by an increase in non-cash expenses.~~interests. Changes in working capital ~~used~~provided cash from operating activities of ~~$19~~$875 million in the first ~~three~~two quarters of ~~2016,~~2017, compared to ~~providing cash of $675~~$575 million in the first ~~three~~two quarters of ~~2015.~~2016. This ~~decrease~~increase was primarily due to a reduction of inventories, prepaid and other current assets and an increase in trade accounts payable, partially offset by lower cash provided by ~~trade accounts payable, accrued expenses~~income taxes receivable and ~~deposits in-transit, partially offset by~~payable. Cash paid for taxes decreased in the first two quarters of 2017, compared with the first two quarters of 2016, primarily due to lower estimated tax payments ~~due to~~as a ~~2015~~result of the $1 billion, $650 million net of tax, ~~deduction associated with tangible property regulations.~~pension contribution made in the third quarter of 2017, as the contribution is deductible for tax purposes.

Net cash used by investing activities

We used ~~$3.3~~$1.5 billion of cash for investing activities during the first ~~three~~two quarters of ~~2016~~2017 compared to ~~$2.6~~$1.9 billion during the first ~~three~~two quarters of ~~2015.~~2016. The amount of cash used for investing activities ~~increased~~decreased in the first ~~three~~two quarters of ~~2016~~2017 versus ~~2015,~~2016, primarily due to ~~increased~~decreased cash payments for capital ~~investments~~investments.

We define free cash flow as net cash provided by operating activities minus net cash used by investing activities. Free cash flow was $1.9 billion in the first two quarters of 2017 compared to $1.1 billion during the first two quarters of 2016. This increase in free cash flow increases our flexibility when making decisions regarding share repurchases, dividends, debt levels, and ~~our merger with ModernHEALTH, partially offset by increased proceeds from the sale of assets.~~other strategic investments.

Net cash used by financing activities

We used ~~$86 million~~$1.4 billion of cash for financing activities in the first ~~three~~two quarters of ~~2016~~2017 compared to ~~$1.3~~$1.1 billion during the first ~~three~~two quarters of ~~2015.~~2016. The amount of cash used for financing activities for the first ~~three~~two quarters of ~~2016,~~2017, compared to the first ~~three~~two quarters of ~~2015, decreased $1.2 billion~~2016, increased $328 million primarily due to an increase in ~~borrowings~~payments on commercial paper, ~~and net proceeds from refinancing long-term debt,~~ partially offset by ~~higher repurchases~~proceeds from issuance of ~~our outstanding common shares.~~long-term debt.

Debt Management

As of ~~November 5, 2016,~~August 12, 2017, we maintained a $2.75 billion (with the ability to increase by $750 million), unsecured revolving credit facility that, unless extended, terminates on June 30, 2019. Outstanding borrowings under the credit facility, the commercial paper borrowings, and some outstanding letters of credit, reduce funds available under the credit facility. As of ~~November 5, 2016,~~August 12, 2017, we had ~~$2.2 billion of~~no outstanding commercial paper and no borrowings under our credit facility. The outstanding letters of credit that reduce funds available under our credit facility totaled ~~$12.8~~$6 million as of ~~November 5, 2016.~~August 12, 2017.

Our bank credit facility and the indentures underlying our publicly issued debt contain various ~~restrictive~~financial covenants. As of ~~November 5, 2016,~~August 12, 2017, we were in compliance with the financial covenants. Furthermore, management believes it is not reasonably likely that we will fail to comply with these financial covenants in the foreseeable future.

Total debt, including both the current and long-term portions of capital leases and lease-financing obligations, ~~increased $1.7 billion~~decreased $29 million as of ~~November 5, 2016~~August 12, 2017 compared to fiscal year end ~~2015~~2016 debt of ~~$12.1~~$14.1 billion. The ~~increase~~decrease in debt is primarily due to ~~increased~~decreased commercial paper ~~borrowings.~~borrowings, partially offset by additional senior notes outstanding.

On August 29, 2017, we entered into an amended and restated $2.75 billion unsecured revolving credit facility (the “Amended and Restated Credit Agreement”), with a termination date of August 29, 2022, unless extended as permitted under the Amended and Restated Credit Agreement. This Amended and Restated Credit Agreement amended our $2.75 billion credit facility that would otherwise have terminated on June 30, 2019. The notable changes from the previous agreement include: (1) we have the ability to increase the size of the Amended and Restated Credit Agreement by up to an additional $1 billion, subject to certain conditions, compared to $750 million in the prior agreement; (2) our Public Debt Rating, as opposed to our Leverage Ratio, is now used as one of the factors in calculating our Interest Rate, Commitment Fee, and Letter of Credit Fees; (3) reduced annual Commitment and certain Letter of Credit Fees at our current Public Debt Rating. Public Debt Rating means, as of any date, the rating that has been most recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Company.

The financial covenants in the Amended and Restated Credit Agreement did not change compared to the prior credit agreement.

Common Share Repurchase Program

During the ~~third~~second quarter of ~~2016,~~2017, we invested ~~$330~~$258 million to repurchase ~~10.8~~10.2 million Kroger common shares at an average price of ~~$30.59~~$25.32 per share. For the first ~~three~~two quarters of ~~2016,~~2017, we invested ~~$1.4~~$1.0 billion to repurchase ~~39.1~~35.7 million Kroger common shares at an average price of ~~$35.86~~$28.86 per share. These shares were reacquired under two separate share repurchase programs. The first is a series of Board of Director authorizations:

AOn September 15, 2016, our Board of Directors approved a $500 million share repurchase program ~~authorized by our Board~~(the “September 2016 Share Repurchase Program”). This program was exhausted during the first quarter of ~~Directors and announced on June 25, 2015.~~ 2017.

On March ~~10, 2016,~~9, 2017, our Board of Directors approved an additional $500 million share repurchase ~~authority~~program (the “March 2017 Share Repurchase Program”) to supplement the ~~June 2015 program (together, the “Previous~~September 2016 Share Repurchase ~~Programs”). The Previous Share Repurchase Programs were~~Program. This program was exhausted during the ~~first~~second quarter of ~~2016.~~ 2017.

On June 22, ~~2016,~~2017, our Board of Directors approved a ~~$500 million~~$1 billion share repurchase ~~program. On September 15, 2016, our Board of Directors approved an additional $500 million share repurchase authority to supplement the June 2016~~ program ~~(together, the “2016~~(the “June 2017 Share Repurchase ~~Programs”~~Program”).

The second is a program that uses the cash proceeds from the exercises of stock options by participants in Kroger’s stock option, long-term incentive plans and the associated tax benefits.

During the fourth quarter through December 13, 2016, the Company used an additional $135 million of cash to repurchase 4 million common shares at an average price of $33.01 per share. As of December 13, 2016, we have $546 million remaining under the 2016 Share Repurchase Programs.

Liquidity Needs

We estimate our liquidity needs over the next twelve-month period to range from ~~$6.6~~$4.7 to ~~$7.1~~$5.0 billion, which includes anticipated requirements for working capital, capital expenditures, pension contributions, interest payments and scheduled principal payments of debt and commercial paper, offset by cash and temporary cash investments on hand at the end of the ~~third~~second quarter of ~~2016.~~2017. Based on current operating trends, we believe that cash flows from operating activities and other sources of liquidity, including borrowings under our commercial paper program and bank credit facility, will be adequate to meet our liquidity needs for the next twelve months and for the foreseeable future beyond the next twelve months. ~~We have approximately $2.2 billion of commercial paper and~~Included in our liquidity needs are $600 million ofin senior notes maturing in the ~~next twelve months, which is included~~third quarter of 2017 and a $1 billion, $650 million net of tax, contribution to our Company-sponsored pension plan. The debt we issued in the ~~$6.6 to $7.1 billion range~~second quarter of ~~estimated liquidity needs.~~2017 contemplated these two uses of cash. The increase in cash and temporary cash investments and decrease in outstanding commercial paper, ~~matures in~~compared to year end 2016, were due to the ~~fourth quarter~~proceeds received from the issuance of ~~2016 and $600 million~~$1.5 billion of senior notes ~~mature~~ in the ~~third~~second quarter of 2017. ~~We expect to refinance this debt by issuing additional senior notes or commercial paper on favorable terms based on our past experience.~~ We believe we have adequate coverage of our debt covenants to continue to maintain our current investment grade debt ratings and to respond effectively to competitive conditions.

CAPITAL INVESTMENTS

Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled ~~$817~~$697 million for the ~~third~~second quarter of ~~2016,~~2017, compared to ~~$819 million~~$1.0 billion for the ~~third~~second quarter of ~~2015.~~2016. Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled ~~$3.0~~$1.6 billion in the first ~~three~~two quarters of ~~2016~~2017 and ~~$2.6~~$2.2 billion in the first ~~three~~two quarters of ~~2015. Capital expenditures for the purchase of leased facilities totaled $5 million for the first three quarters of 2016 compared to $28 million for the first three quarters of 2015.~~2016. During the rolling four quarter period ~~ending~~ended with the ~~third~~second quarter of ~~2016,~~2017, we opened, ~~acquired,~~ expanded or relocated ~~252~~81 supermarkets and also completed ~~148~~125 major within-the-wall remodels. ~~In the fourth quarter of 2015, we acquired 151 supermarkets due to our merger with Roundy’s.~~ Total supermarket square footage at the end of the ~~third~~second quarter of ~~2016~~2017 increased ~~8.6%~~2.2% from the end of the ~~third~~second quarter of ~~2015.~~2016. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the ~~third~~second quarter of ~~2016~~2017 increased ~~3.5%~~3.2% over the end of the ~~third~~second quarter of ~~2015.~~

2016.

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RETURN ON INVESTED CAPITAL

We calculate return on invested capital (“ROIC”) by dividing adjusted operating profit for the prior four quarters by the average invested capital. Adjusted operating profit is calculated by excluding certain items included in operating profit, and adding back our LIFO charge, depreciation and amortization and rent to our U.S. GAAP operating profit of the prior four quarters. Average invested capital is calculated as the sum of (i) the average of our total assets, (ii) the average LIFO reserve, (iii) the average accumulated depreciation and amortization and (iv) a rent factor equal to total rent for the last four quarters multiplied by a factor of eight; minus (i) the average taxes receivable, (ii) the average trade accounts payable, (iii) the average accrued salaries and wages and (iv) the average other current liabilities, excluding accrued income taxes. Averages are calculated for ROIC by adding the beginning balance of the first quarter and the ending balance of the fourth quarter, of the last four quarters, and dividing by two. We use a factor of eight for our total rent as we believe this is a common factor used by our investors, analysts and rating agencies. ROIC is a non-GAAP financial measure of performance. ROIC should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. ROIC is an important measure used by management to evaluate our investment returns on capital. Management believes ROIC is a useful metric to investors and analysts because it measures how effectively we are deploying our assets.

Although ROIC is a relatively standard financial term, numerous methods exist for calculating a company’s ROIC. As a result, the method used by our management to calculate ROIC may differ from methods other companies use to calculate their ROIC. We urge you to understand the methods used by other companies to calculate their ROIC before comparing our ROIC to that of such other companies.

The following table provides a calculation of return on invested capital on a rolling four ~~quarters~~quarter basis ended ~~November 5, 2016 and November 7, 2015. The November 5, 2016 calculation of ROIC excludes the financial position and results for the Roundy’s transaction.~~August 12, 2017.


	Rolling Four Quarters Ended						Rolling Four Quarters Ended
	($ in millions)						($ in millions)
	November 5, 2016			November 7, 2015			August 12, 2017
Return on Invested Capital
Numerator
Operating profit	$	3,506		$	3,560		$	2,871
LIFO (credit) charge		(11)			67
LIFO charge								35
Depreciation and amortization		2,276			2,048			2,420
Rent		847			704			910
Adjustments for pension plan agreements		111			—			199
Other		(125)			—
Adjustments for voluntary retirement offering								184
Adjusted operating profit	$	6,604		$	6,379		$	6,619

Denominator
Average total assets	$	34,207		$	31,034		$	35,631
Average taxes receivable (1)		(68)			(15)			(61)
Average LIFO reserve		1,297			1,269			1,318
Average accumulated depreciation and amortization		18,582			17,080			19,893
Average trade accounts payable		(6,088)			(5,633)			(5,863)
Average accrued salaries and wages		(1,220)			(1,241)			(1,147)
Average other current liabilities (2)		(3,300)			(3,086)			(3,564)
Adjustment for Roundy’s transaction		(1,746)			—
Rent x 8		6,776			5,632			7,280
Average invested capital	$	48,440		$	45,040		$	53,487
Return on Invested Capital		13.63	%		14.16	%		12.37	%

(1)

As of ~~November 5, 2016 and November 7, 2015,~~August 12, 2017, taxes receivable ~~were $128 million and $8 million, respectively.~~was $44 million.

(2)

As of ~~November 5, 2016 and November 7, 2015,~~ August 12, 2017, other current liabilities ~~did not include~~included accrued income ~~taxes.~~taxes of $44 million. Accrued income taxes are removed from other current liabilities in the calculation of average invested capital.

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CRITICAL ACCOUNTING POLICIES

We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner. Our critical accounting policies are summarized in our Annual Report on Form 10-K for the fiscal year ended January ~~30, 2016.~~28, 2017.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could vary from those estimates.

RECENTLY ADOPTED ACCOUNTING STANDARDS

In ~~September~~November 2015, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2015-16, “Business Combinations~~2015-17, “Income Taxes (Topic ~~805)~~740): ~~Simplifying the Accounting for Measurement-Period Adjustments.~~Balance Sheet Classification of Deferred Taxes.” This amendment ~~eliminates the requirement~~requires deferred tax liabilities and assets to ~~retrospectively account for adjustments made to provisional amounts recognized~~be classified as noncurrent in a ~~business combination.~~classified statement of financial position. This amendment became effective for us beginning January ~~31, 2016,~~29, 2017, and was adopted prospectively in accordance with the standard. The ~~adoption~~implementation of this amendment ~~did not have an~~resulted in the reclassification of current deferred tax liabilities as non-current and had no effect on our ~~Consolidated Balance Sheets or~~ Consolidated Statements of Operations.

During the second quarter of 2016, we adopted ASU 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This amendment addresses several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. As a result of the adoption, we recognized $3 million and $42 million of excess tax benefits related to share-based payments in our provision for income taxes for the third quarter and first three quarters ended November 5, 2016. These items were historically recorded in additional paid-in capital. In addition, for the first three quarters of 2016, cash flows related to excess tax benefits are classified as an operating activity. Cash paid on employees’ behalf related to shares withheld for tax purposes is classified as a financing activity. Retrospective application of the cash flow presentation requirements resulted in increases to both “Net cash provided by operating activities” and “Net cash used by financing activities” of $56 million for the first three quarters of 2016 and $79 million for the first three quarters of 2015. Our stock compensation expense continues to reflect estimated forfeitures.

RECENTLY ISSUED ACCOUNTING STANDARDS

In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715),” which requires that the service cost component of pension and postretirement benefit costs be presented in the same line item as other current employee compensation costs and other components of those benefit costs be presented separately from the service cost component and outside a subtotal of income from operations, if presented. The ASU also requires that only the service cost component of pension and postretirement benefit cost is eligible for capitalization. The update is effective for annual periods beginning after December 15, 2017 and interim periods within that annual period. Application is retrospective for the presentation of the components of these benefit costs and prospective for the capitalization of only service costs. We do not expect application of this ASU to have a material impact on our Consolidated Financial Statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” as amended by several subsequent ASUs, which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Per ASU 2015-14, “Deferral of Effective Date,” this guidance will be effective for us in the first quarter of our fiscal year ending February 2, 2019. ~~Early adoption is permitted as of the first quarter of our fiscal year ending February 3, 2018.~~ We are currently in the process of evaluating the effect of adoption of this ASU on our Consolidated Financial Statements.

~~In November 2015,~~ Our initial assessment of the ~~FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” This amendment requires deferred tax liabilities~~new guidance has identified customer loyalty programs and ~~assets~~gross versus net reporting relative to arrangements with certain third parties as transactions potentially affected by the new guidance. Any effects related to these transactions would be ~~classified as noncurrent~~primarily changes in a classified statement of financial position. This guidance will be effective for our fiscal year ending February 3, 2018. Early adoption is permitted. The implementation of this amendment will not have an effect onpresentation within our Consolidated Statements of Operations, ~~and will~~but are not ~~have a significant effect on~~expected to affect our Consolidated Balance ~~Sheets.~~Sheets or the Consolidated Statements of Cash Flows. Any effect to net earnings as a result of the adoption is currently not expected to be material. Additionally, we continue to evaluate the adoption method that will be used to implement the new guidance.

In February 2016, the FASB issued ASU 2016-02, ~~“Leases”,~~“Leases,” which provides guidance for the recognition of lease agreements. The standard’s core principle is that a company will now recognize most leases on its balance sheet as lease liabilities with corresponding right-of-use assets. This guidance will be effective for us in the first quarter of fiscal year ending February 1, 2020. Early adoption is permitted. The adoption of this ASU will result in a significant increase to our Consolidated Balance Sheets for lease liabilities and right-of-use assets, and we are currently evaluating the other effects of adoption of this ASU on our Consolidated Financial Statements. This evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population, analyzing the practical expedients and assessing opportunities to make certain changes to our lease accounting information technology system in order to determine the best implementation strategy. We believe our current off-balance sheet leasing commitments are reflected in our investment grade debt rating.

2625

OUTLOOK

This discussion and analysis contains certain forward-looking statements about our future performance. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words such as “comfortable,” “committed,” “will,” “expect,” “goal,” “should,” “intend,” “target,” “believe,” “anticipate,” “plan,” and similar words or phrases. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially. These include the specific risk factors identified in “Risk Factors” and “Outlook” in our Annual Report on Form 10-K for our last fiscal year and any subsequent filings, as well as those identified below.

Statements elsewhere in this report and below regarding our expectations, projections, beliefs, intentions or strategies are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. While we believe that the statements are accurate, uncertainties about the general economy, our labor relations, our ability to execute our plans on a timely basis and other uncertainties described below could cause actual results to differ materially.

We expect net earnings to be ~~$2.03~~$1.74 to ~~$2.08~~$1.79 per diluted share ~~in 2016. Our 2016~~for 2017, which includes an estimated $.09 for the 53rd week. We expect 2017 adjusted net earnings per diluted share to be $2.00 to $2.05, including the 53rd week and excluding the 2017 Adjusted Items. The net earnings per diluted share and adjusted net earnings per diluted share guidance ~~range is $2.10~~do not include any effect from hurricanes Harvey or Irma or expenses expected to ~~$2.15, which excludes the $0.07 charge from our commitment to restructure certain multi-employer~~be recognized upon settlement of a Company-sponsored pension obligations. Over the long-term, we expect to achieve our net earnings per diluted share growth rate guidance of 8% to 11%, plus a growing dividend. We define long-term as over a three to five year time horizon.plan later this year.

~~For the fourth quarter of 2016, we~~We expect ~~slightly positive~~ identical supermarket sales growth, excluding ~~fuel.~~fuel, of 0.5% to 1.0% for the remainder of fiscal 2017. This guidance does not include any effect from hurricanes Harvey or Irma.

We expect full-year FIFO operating margin in ~~2016,~~2017, excluding fuel, the 2017 and 2016 Adjusted Items, to decline approximately 30 to 40 basis points compared to ~~2015~~2016 results.

We expect capital investments, excluding mergers, acquisitions and purchases of leased facilities, to be ~~$3.6~~$3.0 to ~~$3.9~~$3.3 billion for ~~2016 and for~~ 2017. ~~For 2016, these~~These capital investments include investments in digital and technology; approximately 8555 major projects covering new stores, expansions and relocations; ~~150-170~~175 major remodels; and other investments including minor remodels, and ~~technology~~upgrades to logistics, merchandising systems and infrastructure to support our Customer 1st business strategy.

For ~~2016,~~2017, we expect supermarket square footage growth of approximately ~~2.9% to 3.3%~~1.8% before mergers, acquisitions and operational closings.

We expect ~~2016 year-end ROIC to decrease compared to~~ the ~~fiscal 2015 result, excluding Roundy’s and ModernHEALTH.~~

~~We expect the 2016~~2017 tax rate to be approximately 35%, excluding the effect of ~~early adopting ASU 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” and~~ the resolution of certain tax ~~items.~~items and the effects from the 2017 Adjusted Items.

For ~~2016,~~2017, we anticipate product cost ~~deflation,~~inflation, excluding fuel. We also expect an annualized LIFO charge of approximately ~~$25 million, primarily related to our pharmacy inventory.~~$80 million.

We expect ~~2016~~2017 Company-sponsored pension plans expense to be approximately ~~$80~~$90 million. Although we were not required to make a cash contribution in 2017, in the third quarter of 2017, we made a $1 billion, $650 million net of tax, contribution to the plan that will significantly address the underfunded position of the plan. We do not expect to make any additional contributions to the plan. In addition, we expect there will be a ~~cash contribution~~settlement charge in ~~2016.~~the fourth quarter of 2017 associated with the settlement of the Company-sponsored pension plan obligations for eligible participants’ pension balances that are distributed out of the plan via a transfer to other qualified retirement plan options or a lump sum payout, based on each participant’s election.

For ~~2016,~~2017, we expect to contribute approximately ~~$260~~$360 million to multi-employer pension funds, ~~excluding the~~which excludes any additional multi-employer ~~pension commitment entered into during the second quarter~~restructuring or withdrawal liabilities that could occur. Of this amount, $35 million was accrued as of ~~2016.~~January 28, 2017. We continue to evaluate and address our potential exposure to ~~under-funded~~underfunded multi-employer pension plans. Although these liabilities are not a direct obligation or liability for Kroger, any new agreements that would commit us to fund certain multi-employer plans will be expensed when our commitment is probable and an estimate can be made.

We are currently negotiating ~~agreements~~an agreement with the UFCW for store associates in ~~Atlanta, Michigan~~Food 4 Less Warehouse Stores and ~~North Carolina. We are also negotiating an agreement~~ with the Teamsters for ~~our Roundy’s distribution center~~the Master Agreement. This fall, we will begin negotiations with the UFCW for store associates in ~~Wisconsin.~~Charleston, West Virginia. Negotiations this year will be challenging as we must have competitive cost structures in each market while meeting our associates’ needs for solid wages and good quality, affordable health care and retirement benefits. Also, continued ~~long term~~long-term financial viability of our current ~~Taft Hartley~~Taft-Hartley pension plan participation is important to address.

We ~~are completing our business plan process for 2017 and will provide specific 2017 guidance in March. We anticipate both positive~~believe we have the ability to grow identical supermarket sales and ~~net earnings per diluted~~market share growth, excluding the 53rd week. Net earnings growth will likely be below the low end of our 8 — 11% net earnings per diluted share long-term growth rate guidance. We expect the operating environment in ~~the first half of 2017 to be similar to today. The second half of 2017 should show improvement as we cycle the current environment.~~2018.

Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include:

The extent to which our sources of liquidity are sufficient to meet our requirements may be affected by the state of the financial markets and the effect that such condition has on our ability to issue commercial paper at acceptable rates. Our ability to borrow under our committed lines of credit, including our bank credit facilities, could be impaired if one or more of our lenders under those lines is unwilling or unable to honor its contractual obligation to lend to us, or in the event that natural disasters or weather conditions interfere with the ability of our lenders to lend to us. Our ability to refinance maturing debt may be affected by the state of the financial markets.

Our ability to achieve sales, earnings and cash flow goals may be affected by: labor negotiations or disputes; changes in the types and numbers of businesses that compete with us; pricing and promotional activities of existing and new competitors, including non-traditional competitors, and the aggressiveness of that competition; our response to these actions; the state of the economy, including interest rates, the inflationary and deflationary trends in certain commodities, and the unemployment rate; the effect that fuel costs have on consumer spending; volatility of fuel margins; changes in government-funded benefit programs; manufacturing commodity costs; diesel fuel costs related to our logistics operations; trends in consumer spending; the extent to which our customers exercise caution in their purchasing in response to economic conditions; the inconsistent pace of the economic recovery; changes in inflation or deflation in product and operating costs; stock repurchases; our ability to retain pharmacy sales from third party payors; consolidation in the healthcare industry, including pharmacy benefit managers; our ability to negotiate modifications to multi-employer pension plans; natural disasters or adverse weather conditions; the potential costs and risks associated with potential cyber-attacks or data security breaches; the success of our future growth plans; and the successful integration of Harris Teeter and Roundy’s. Our ability to achieve sales and earnings goals may also be affected by our ability to manage the factors identified above. Our ability to execute our financial strategy may be affected by our ability to generate cash flow.

During the first three quarters of each fiscal year, our LIFO charge and the recognition of LIFO expense is affected primarily by estimated year-end changes in product costs. Our fiscal year LIFO charge is affected primarily by changes in product costs at year-end.

If actual results differ significantly from anticipated future results for certain reporting units including variable interest entities, an impairment loss for any excess of the carrying value of the reporting units’ goodwill over the implied fair value would have to be recognized.

Our effective tax rate may differ from the expected rate due to changes in laws, the status of pending items with various taxing authorities, and the deductibility of certain expenses.

Changes in our product mix may negatively affect certain financial indicators. For example, we continue to add supermarket fuel centers to our store base. Since fuel generates lower profit margins than our supermarket sales, we expect to see our FIFO gross margins decline as fuel sales increase.

We cannot fully foresee the effects of changes in economic conditions on Kroger’s business.

Other factors and assumptions not identified above could also cause actual results to differ materially from those set forth in the forward-looking information. Accordingly, actual events and results may vary significantly from those included in, contemplated or implied by forward-looking statements made by us or our representatives. We undertake no obligation to update the forward-looking information contained in this filing.

2827

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in our exposure to market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the fiscal year ended January ~~30, 2016.~~28, 2017.

Item 4. Controls and Procedures.

The Chief Executive Officer and the Chief Financial Officer, together with a disclosure review committee appointed by the Chief Executive Officer, evaluated Kroger’s disclosure controls and procedures as of the quarter ended ~~November 5, 2016,~~August 12, 2017, the end of the period covered by this report. Based on that evaluation, Kroger’s Chief Executive Officer and Chief Financial Officer concluded that Kroger’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) were effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the evaluation described above, there was no change in Kroger’s internal control over financial reporting during the quarter ended ~~November 5, 2016,~~August 12, 2017, that has materially affected, or is reasonably likely to materially affect, Kroger’s internal control over financial reporting.

2928

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Various claims and lawsuits arising in the normal course of business, including suits charging violations of certain antitrust, wage and hour, or civil rights laws, as well as product liability cases, are pending against the Company. Some of these suits purport or have been determined to be class actions and/or seek substantial damages. Any damages that may be awarded in antitrust cases will be automatically trebled. Although it is not possible at this time to evaluate the merits of all of these claims and lawsuits, nor their likelihood of success, the Company is of the belief that any resulting liability will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

The Company continually evaluates its exposure to loss contingencies arising from pending or threatened litigation and believes it has made provisions where it is possible to reasonably estimate and where an adverse outcome is probable. Nonetheless, assessing and predicting the outcomes of these matters involve substantial uncertainties. It remains possible that despite management’s current belief, material differences in actual outcomes or changes in management’s evaluation or predictions could arise that could have a material adverse impact on the Company’s financial condition, results of operations, or cash flows.

3029

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(c)

ISSUER PURCHASES OF EQUITY SECURITIES


					Maximum						Maximum
					Dollar Value of						Dollar Value of
					Shares that May						Shares that May
				Total Number of	Yet Be					Total Number of	Yet Be
				Shares Purchased	Purchased					Shares Purchased	Purchased
	Total Number	Average		as Part of Publicly	Under the Plans		Total Number	Average		as Part of Publicly	Under the Plans
	of Shares	Price Paid Per		Announced Plans	or Programs(4)		of Shares	Price Paid Per		Announced Plans	or Programs(4)
Period(1)	Purchased(2)	Share		or Programs(3)	(in millions)		Purchased(2)	Share		or Programs(3)	(in millions)
First four weeks
August 14, 2016 to September 10, 2016	113,382	$	32.43	113,382	$	500
May 21, 2017 to June 17, 2017							3,360,444	$	29.16	3,359,920	$	—
Second four weeks
September 11, 2016 to October 8, 2016	7,408,635	$	30.62	7,369,764	$	778
June 18, 2017 to July 15, 2017							3,927,542	$	23.06	2,766,360	$	945
Third four weeks
October 9, 2016 to November 5, 2016	3,301,943	$	30.46	3,301,900	$	681
July 16, 2017 to August 12, 2017							4,070,300	$	23.65	4,070,052	$	850
Total	10,823,960	$	30.59	10,785,046	$	681	11,358,286	$	25.08	10,196,332	$	850

(1)

The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The ~~third~~second quarter of ~~2016~~2017 contained three 28-day periods.

(2)

Includes (i) shares repurchased under a $500 million share repurchase program ~~authorized~~approved by the Board of Directors and announced on March 9, 2017 (the “March 2017 Share Repurchase Program”), (ii) shares repurchased under a $1 billion share repurchase program approved by the Board of Directors and announced on June 22, ~~2016, (ii)~~2017 (the “June 2017 Share Repurchase Program”), (iii) shares repurchased under a program announced on December 6, 1999 to repurchase common shares to reduce dilution resulting from our employee stock option and long-term incentive plans, under which repurchases are limited to proceeds received from exercises of stock options and the tax benefits associated therewith (“1999 Repurchase Program”), and ~~(iii) 38,914~~(iv) 1,161,954 shares that were surrendered to the Company by participants under our long-term incentive plans to pay for taxes on restricted stock awards.

(3)

Represents shares repurchased under the ~~share repurchase programs referenced above in (2)(i)~~March 2017 Share Repurchase Program, the June 2017 Share Repurchase Program and the 1999 Repurchase Program.

(4)

On June 22, 2016, our Board of Directors approved a new $500 million share repurchase program. On September 15, 2016, our Board of Directors approved an additional $500 million share repurchase authority to supplement the June 2016 program (together, the “2016 Share Repurchase Programs”). The amounts shown in this column reflect the amount remaining under the ~~2016~~March 2017 Share Repurchase ~~Programs~~Program and the June 2017 Share Repurchase Program as of the specified period end dates. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The ~~2016~~March 2017 Share Repurchase ~~Programs~~Program was exhausted during the second quarter of 2017. The June 2017 Share Repurchase Program and the 1999 Repurchase Program do not have an expiration date but may be terminated by our Board of Directors at any time.

3130

Item 6. Exhibits.


EXHIBIT 3.1	-	Amended Articles of Incorporation are hereby incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 22, 2010, as amended by the Amendment to Amended Articles of Incorporation, which is hereby incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 23 2015.

EXHIBIT 3.2	-	The Company’s regulations are hereby incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 26, 2007.

EXHIBIT 4.1	-	Instruments defining the rights of holders of long-term debt of the Company and its subsidiaries are not filed as Exhibits because the amount of debt under each instrument is less than 10% of the consolidated assets of the Company. The Company undertakes to file these instruments with the SEC upon request.
EXHIBIT 10.1	-	Amended and Restated Credit Agreement dated August 29, 2017, among The Kroger Co., the initial lenders named therein, and Bank of America, N.A. and Wells Fargo Bank National Association, as co-administrative agents, Citibank, N.A., as syndication agent, and Mizuho Bank, Ltd. and U.S. Bank National Association, as co-documentation agents, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 29, 2017.
EXHIBIT 10.2*	-	Form of Performance Unit Agreement Under Long-Term Incentive Plans.

EXHIBIT 31.1	-	Rule 13a—14(a) / 15d—14(a) Certifications — Chief Executive Officer.

EXHIBIT 31.2	-	Rule 13a—14(a) / 15d—14(a) Certifications — Chief Financial Officer.

EXHIBIT 32.1	-	Section 1350 Certifications.

EXHIBIT 99.1	-	Additional Exhibit - Statement of Computation of Ratio of Earnings to Fixed Charges.

EXHIBIT 101.INS	-	XBRL Instance Document.

EXHIBIT 101.SCH	-	XBRL Taxonomy Extension Schema Document.

EXHIBIT 101.CAL	-	XBRL Taxonomy Extension Calculation Linkbase Document.

EXHIBIT 101.DEF	-	XBRL Taxonomy Extension Definition Linkbase Document.

EXHIBIT 101.LAB	-	XBRL Taxonomy Extension Label Linkbase Document.

EXHIBIT 101.PRE	-	XBRL Taxonomy Extension Presentation Linkbase Document.
* Management contract or compensatory plan or arrangement.

3231

~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~


	~~THE KROGER CO.~~

~~Dated: December 13, 2016~~	~~By:~~	~~/s/ W. Rodney McMullen~~
		~~W. Rodney McMullen~~
		~~Chairman of the Board and Chief Executive Officer~~

~~Dated: December 13, 2016~~	~~By:~~	~~/s/ J. Michael Schlotman~~
		~~J. Michael Schlotman~~
		~~Executive Vice President and Chief Financial Officer~~

Exhibit Index


EXHIBIT 3.1	-	Amended Articles of Incorporation are hereby incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 22, 2010, as amended by the Amendment to Amended Articles of Incorporation, which is hereby incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 23, 2015.

EXHIBIT 3.2	-	The Company’s regulations are hereby incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 26, 2007.

EXHIBIT 4.1	-	Instruments defining the rights of holders of long-term debt of the Company and its subsidiaries are not filed as Exhibits because the amount of debt under each instrument is less than 10% of the consolidated assets of the Company. The Company undertakes to file these instruments with the SEC upon request.
EXHIBIT 10.1	-	Amended and Restated Credit Agreement dated August 29, 2017, among The Kroger Co., the initial lenders named therein, and Bank of America, N.A. and Wells Fargo Bank National Association, as co-administrative agents, Citibank, N.A., as syndication agent, and Mizuho Bank, Ltd. and U.S. Bank National Association, as co-documentation agents, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 29, 2017.
EXHIBIT 10.2*	-	Form of Performance Unit Agreement Under Long-Term Incentive Plans.

EXHIBIT 31.1	-	Rule 13a—14(a) / 15d—14(a) Certifications — Chief Executive Officer.

EXHIBIT 31.2	-	Rule 13a—14(a) / 15d—14(a) Certifications — Chief Financial Officer.

EXHIBIT 32.1	-	Section 1350 Certifications.

EXHIBIT 99.1	-	Additional Exhibit — Statement of Computation of Ratio of Earnings to Fixed Charges.

EXHIBIT 101.INS	-	XBRL Instance Document.

EXHIBIT 101.SCH	-	XBRL Taxonomy Extension Schema Document.

EXHIBIT 101.CAL	-	XBRL Taxonomy Extension Calculation Linkbase Document.

EXHIBIT 101.DEF	-	XBRL Taxonomy Extension Definition Linkbase Document.

EXHIBIT 101.LAB	-	XBRL Taxonomy Extension Label Linkbase Document.

EXHIBIT 101.PRE	-	XBRL Taxonomy Extension Presentation Linkbase Document.

* Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	THE KROGER CO.

Dated: September 15, 2017	By:	/s/ W. Rodney McMullen
		W. Rodney McMullen
		Chairman of the Board and Chief Executive Officer

Dated: September 15, 2017	By:	/s/ J. Michael Schlotman
		J. Michael Schlotman
		Executive Vice President and Chief Financial Officer

3433


	Quoted Prices in
	Active Markets				Significant
	for Identical		Significant Other		Unobservable
	Assets		Observable Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Trading Securities	$	49	$	—	$	—	$	49
Long-Lived Assets		—		—		338		338
Interest Rate Hedges		—		(96)		—		(96)
Total	$	49	$	(96)	$	338	$	291