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

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

For the quarterly period ended ~~November 10, 2018~~August 17, 2019

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

☐~~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

The Kroger Co.

(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 , Ohio45202

(Address of principal executive offices)

(Zip Code)

~~(513)~~ (513) 762-4000

(Registrant’s telephone number, including area code)

Unchanged

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common, $1.00 Par Value	KR	New York Stock Exchange

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 every Interactive Data File required to be submitted 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


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 ~~797,743,035~~801,621,398 shares of Common Stock ($1 par value) outstanding as of ~~December 12, 2018.~~September 18, 2019.

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

~~Item 1.Financial Statements.~~

THE KROGER CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Third Quarter Ended

Three Quarters Ended

November 10,

November 4,

November 10,

November 4,

(In millions, except per share amounts)

2018

2017

2018

2017

Sales

$
27,672

$
27,749

$
93,071

$
91,631

Operating expenses

Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below

21,699

21,532

72,991

71,422

Operating, general and administrative

4,556

4,701

15,291

15,585

Rent

200

196

680

691

Depreciation and amortization

570

573

1,884

1,871

Operating profit

647

747

2,225

2,062

Other income (expense)

Interest expense

(142)

(136)

(479)

(453)

Non-service component of company-sponsored pension plan costs

(6)

(7)

(19)

(21)

Mark to market gain (loss) on Ocado securities

(100)

—

152

—

Gain on sale of business

—

—

1,782

—

Net earnings before income tax expense

399

604

3,661

1,588

Income tax expense

91

215

834

552

Net earnings including noncontrolling interests

308

389

2,827

1,036

Net loss attributable to noncontrolling interests

(9)

(8)

(24)

(17)

Net earnings attributable to The Kroger Co.

$
317

$
397

$
2,851

$
1,053

Net earnings attributable to The Kroger Co. per basic common share

$
0.39

$
0.44

$
3.46

$
1.16

Average number of common shares used in basic calculation

797

887

814

901

Net earnings attributable to The Kroger Co. per diluted common share

$
0.39

$
0.44

$
3.43

$
1.15

Average number of common shares used in diluted calculation

807

893

822

910


	Second Quarter Ended				Two Quarters Ended
	August 17,		August 18,		August 17,		August 18,
(In millions, except per share amounts)	2019		2018		2019		2018
Sales	$	28,168	$	28,014	$	65,419	$	65,735

Operating expenses
Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below		22,007		21,976		50,990		51,395
Operating, general and administrative		4,811		4,711		11,125		10,968
Rent		200		204		474		480
Depreciation and amortization		591		574		1,370		1,315

Operating profit		559		549		1,460		1,577

Other income (expense)
Interest expense		(130)		(144)		(327)		(336)
Non-service component of company-sponsored pension plan costs		(4)		(4)		(1)		(13)
Mark to market (loss) gain on Ocado securities		(45)		216		61		252
Gain on sale of businesses		—		11		176		1,782

Net earnings before income tax expense		380		628		1,369		3,262

Income tax expense		93		127		319		743

Net earnings including noncontrolling interests		287		501		1,050		2,519
Net loss attributable to noncontrolling interests		(10)		(7)		(19)		(15)

Net earnings attributable to The Kroger Co.	$	297	$	508	$	1,069	$	2,534

Net earnings attributable to The Kroger Co. per basic common share	$	0.37	$	0.63	$	1.32	$	3.05

Average number of common shares used in basic calculation		800		797		799		821

Net earnings attributable to The Kroger Co. per diluted common share	$	0.37	$	0.62	$	1.31	$	3.03

Average number of common shares used in diluted calculation		805		805		805		829

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

THE KROGER CO.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	Second Quarter Ended				Two Quarters Ended
	August 17,		August 18,		August 17,		August 18,
(In millions)	2019		2018		2019		2018
Net earnings including noncontrolling interests	$	287	$	501	$	1,050	$	2,519

Other comprehensive income (loss)
Realized gains and losses on available for sale securities, net of income tax⁽¹⁾		—		—		—		(4)
Change in pension and other postretirement defined benefit plans, net of income tax⁽²⁾		9		8		16		23
Unrealized gains and losses on cash flow hedging activities, net of income tax⁽³⁾		(55)		(4)		(63)		—
Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax⁽⁴⁾		1		1		2		2
Cumulative effect of accounting change⁽⁵⁾		—		—		(146)

Total other comprehensive (loss) income		(45)		5		(191)		21

Comprehensive income		242		506		859		2,540
Comprehensive loss attributable to noncontrolling interests		(10)		(7)		(19)		(15)
Comprehensive income attributable to The Kroger Co.	$	252	$	513	$	878	$	2,555

Third Quarter Ended

Three Quarters Ended

November 10,

November 4,

November 10,

November 4,

(In millions)

2018

2017

2018

2017

Net earnings including noncontrolling interests

$
308

$
389

$
2,827

$
1,036

Other comprehensive income (loss)

Realized gains on available for sale securities, net of income tax(1)

—

—

(4)

—

Change in pension and other postretirement defined benefit plans, net of income tax(2)

10

10

33

33

Unrealized gains and losses on cash flow hedging activities, net of income tax(3)

37

9

37

(26)

Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax(4)

1

1

3

2

Total other comprehensive income

48

20

69

9

Comprehensive income

356

409

2,896

1,045

Comprehensive loss attributable to noncontrolling interests

(9)

(8)

(24)

(17)

Comprehensive income attributable to The Kroger Co.

$
365

$
417

$
2,920

$
1,062

(1)

~~(1)~~

Amount is net of tax of ~~$(1)~~($1) for the first ~~three~~two quarters of 2018.

(2)

~~(2)~~

Amount is net of tax of $2 for the second quarter of 2019 and $3 for the ~~third~~second quarter of ~~2018 and $~~5 ~~for the third quarter of 2017.~~2018. Amount is net of tax of $10$5 for the first ~~three~~two quarters of ~~2018~~2019 and ~~$19~~$7 for the first ~~three~~two quarters of ~~2017.~~

2018.

(3)

~~(3)~~

Amount is net of tax of $11($17) for the ~~third~~second quarter of ~~2018~~2019 and $5($2) for the ~~third~~second quarter of ~~2017.~~2018. Amount is net of tax of ~~$10~~($26) for the first ~~three~~two quarters of ~~2018~~2019 and ~~$(15)~~($1) for the first ~~three~~two quarters of ~~2017.~~

2018.

(4)

~~(4)~~

Amount is net of tax of $1 for the ~~third~~second quarter of ~~2018~~2019 and ~~2017.~~$1 for the second quarter of 2018. Amount is net of tax of $3$2 for the first ~~three~~two quarters of ~~2018~~2019 and $2 for the first ~~three~~two quarters of ~~2017.~~

2018.

(5)	Related to the adoption of Accounting Standards Update (“ASU”) 2018-02, "Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income," (see Note 5 for additional details).

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

THE KROGER CO.

CONSOLIDATED BALANCE SHEETS

(unaudited)

November 10,

February 3,

(In millions, except par amounts)

2018

2018

ASSETS

Current assets

Cash and temporary cash investments

$
429

$
347

Store deposits in-transit

1,098

1,161

Receivables

1,510

1,637

FIFO inventory

8,368

7,781

LIFO reserve

(1,285)

(1,248)

Assets held for sale

172

604

Prepaid and other current assets

461

835

Total current assets

10,753

11,117

Property, plant and equipment, net

21,515

21,071

Intangibles, net

1,201

1,100

Goodwill

3,087

2,925

Other assets

1,585

984

Total Assets

$
38,141

$
37,197

LIABILITIES

Current liabilities

Current portion of long-term debt including obligations under capital leases and financing obligations

$
3,371

$
3,560

Trade accounts payable

6,505

5,858

Accrued salaries and wages

1,070

1,099

Liabilities held for sale

57

259

Other current liabilities

3,793

3,421

Total current liabilities

14,796

14,197

Long-term debt including obligations under capital leases and financing obligations

11,647

12,029

Deferred income taxes

1,738

1,568

Pension and postretirement benefit obligations

601

792

Other long-term liabilities

1,749

1,706

Total Liabilities

30,531

30,292

Commitments and contingencies see Note 8

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 2018 and 2017

1,918

1,918

Additional paid-in capital

3,209

3,161

Accumulated other comprehensive loss

(402)

(471)

Accumulated earnings

19,535

17,007

Common shares in treasury, at cost, 1,120 shares in 2018 and 1,048 shares in 2017

(16,608)

(14,684)

Total Shareholders’ Equity - The Kroger Co.

7,652

6,931

Noncontrolling interests

(42)

(26)

Total Equity

7,610

6,905

Total Liabilities and Equity

$
38,141

$
37,197


	August 17,		February 2,
(In millions, except par amounts)	2019		2019
ASSETS
Current assets
Cash and temporary cash investments	$	629	$	429
Store deposits in-transit		983		1,181
Receivables		1,567		1,589
FIFO inventory		7,847		8,123
LIFO reserve		(1,321)		(1,277)
Assets held for sale		—		166
Prepaid and other current assets		435		592
Total current assets		10,140		10,803

Property, plant and equipment, net		21,820		21,635
Operating lease assets		6,861		—
Intangibles, net		1,103		1,258
Goodwill		3,095		3,087
Other assets		1,443		1,335

Total Assets	$	44,462	$	38,118

LIABILITIES
Current liabilities
Current portion of long-term debt including obligations under finance leases	$	1,353	$	3,157
Current portion of operating lease liabilities		675		—
Trade accounts payable		6,268		6,059
Accrued salaries and wages		1,099		1,227
Liabilities held for sale		—		51
Other current liabilities		3,955		3,780
Total current liabilities		13,350		14,274

Long-term debt including obligations under finance leases		12,130		12,072
Noncurrent operating lease liabilities		6,463		—
Deferred income taxes		1,502		1,562
Pension and postretirement benefit obligations		482		494
Other long-term liabilities		1,882		1,881

Total Liabilities		35,809		30,283

Commitments and contingencies see Note 8

SHAREHOLDERS’ EQUITY

Preferred shares, $100 par per share, 5 shares authorized and unissued		—		—
Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2019 and 2018		1,918		1,918
Additional paid-in capital		3,270		3,245
Accumulated other comprehensive loss		(537)		(346)
Accumulated earnings		20,647		19,681
Common shares in treasury, at cost, 1,116 shares in 2019 and 1,120 shares in 2018		(16,587)		(16,612)

Total Shareholders’ Equity - The Kroger Co.		8,711		7,886
Noncontrolling interests		(58)		(51)

Total Equity		8,653		7,835

Total Liabilities and Equity	$	44,462	$	38,118

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

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

Three Quarters Ended

November 10,

November 4,

(In millions)

2018

2017

Cash Flows from Operating Activities:

Net earnings including noncontrolling interests

$
2,827

$
1,036

Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:

Depreciation and amortization

1,884

1,871

LIFO charge

39

46

Stock-based employee compensation

115

118

Expense for company-sponsored pension plans

54

68

Deferred income taxes

148

267

Gain on sale of business

(1,782)

—

Mark to market gain on Ocado securities

(152)

—

Other

29

5

Changes in operating assets and liabilities net of effects from mergers and disposals of businesses:

Store deposits in-transit

63

(268)

Receivables

(95)

45

Inventories

(601)

(466)

Prepaid and other current assets

380

426

Trade accounts payable

666

620

Accrued expenses

270

26

Income taxes receivable and payable

259

143

Contribution to company-sponsored pension plans

(185)

(1,000)

Other

(186)

117

Net cash provided by operating activities

3,733

3,054

Cash Flows from Investing Activities:

Payments for property and equipment, including payments for lease buyouts

(2,257)

(2,137)

Proceeds from sale of assets

76

120

Payments for acquisitions, net of cash acquired

(197)

(16)

Purchases of stores

(44)

—

Net proceeds from sale of business

2,169

—

Purchases of Ocado securities

(392)

—

Other

15

(2)

Net cash used by investing activities

(630)

(2,035)

Cash Flows from Financing Activities:

Proceeds from issuance of long-term debt

1,033

1,503

Payments on long-term debt

(258)

(769)

Net payments on commercial paper

(1,486)

(45)

Dividends paid

(324)

(333)

Proceeds from issuance of capital stock

55

31

Treasury stock purchases

(1,996)

(1,292)

Other

(45)

(84)

Net cash used by financing activities

(3,021)

(989)

Net increase in cash and temporary cash investments

82

30

Cash and temporary cash investments:

Beginning of year

347

322

End of period

$
429

$
352

Reconciliation of capital investments:

Payments for property and equipment, including payments for lease buyouts

$
(2,257)

$
(2,137)

Payments for lease buyouts

—

9

Changes in construction-in-progress payables

(49)

(149)

Total capital investments, excluding lease buyouts

$
(2,306)

$
(2,277)

Disclosure of cash flow information:

Cash paid during the year for interest

$
424

$
469

Cash paid during the year for income taxes

$
376

$
168


	Two Quarters Ended
	August 17,		August 18,
(In millions)	2019		2018
Cash Flows from Operating Activities:
Net earnings including noncontrolling interests	$	1,050	$	2,519
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization		1,370		1,315
Non-cash operating lease cost		346		—
LIFO charge		46		27
Stock-based employee compensation		89		81
Expense for company-sponsored pension plans		22		38
Deferred income taxes		(49)		92
Gain on sale of businesses		(176)		(1,782)
Gain on the sale of assets		(157)		—
Mark to market gain on Ocado securities		(61)		(252)
Other		(23)		32
Changes in operating assets and liabilities net of effects from mergers and disposals of businesses:
Store deposits in-transit		198		144
Receivables		44		(73)
Inventories		274		252
Prepaid and other current assets		68		365
Trade accounts payable		209		94
Accrued expenses		104		200
Income taxes receivable and payable		(34)		397
Operating lease liabilities		(313)		—
Proceeds from contract associated with sale of business		295		—
Other		(25)		(189)

Net cash provided by operating activities		3,277		3,260

Cash Flows from Investing Activities:
Payments for property and equipment		(1,581)		(1,487)
Proceeds from sale of assets		247		67
Payments for acquisitions, net of cash acquired		—		(197)
Purchases of stores		—		(44)
Net proceeds from sale of businesses		327		2,169
Purchases of Ocado securities		—		(392)
Other		(32)		12

Net cash (used) provided by investing activities		(1,039)		128

Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		53		1,016
Payments on long-term debt including obligations under finance leases		(1,025)		(249)
Net payments on commercial paper		(800)		(1,946)
Dividends paid		(226)		(211)
Proceeds from issuance of capital stock		18		40
Treasury stock purchases		(23)		(1,979)
Other		(35)		(45)

Net cash used by financing activities		(2,038)		(3,374)

Net increase in cash and temporary cash investments		200		14

Cash and temporary cash investments:
Beginning of year		429		347
End of period	$	629	$	361

Reconciliation of capital investments:
Payments for property and equipment	$	(1,581)	$	(1,487)
Changes in construction-in-progress payables		29		(43)
Total capital investments	$	(1,552)	$	(1,530)

Disclosure of cash flow information:
Cash paid during the year for interest	$	306	$	312
Cash paid during the year for income taxes	$	454	$	263

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

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS’ EQUITY

(unaudited)


									Accumulated
				Additional					Other
	Common Stock			Paid-In		Treasury Stock			Comprehensive		Accumulated		Noncontrolling
(In millions, except per share amounts)	Shares	Amount		Capital		Shares	Amount		Loss		Earnings		Interest		Total
Balances at February 3, 2018	1,918	$	1,918	$	3,161	1,048	$	(14,684)	$	(471)	$	17,007	$	(26)	$	6,905
Issuance of common stock:
Stock options exercised	—		—		—	(1)		10		—		—		—		10
Restricted stock issued	—		—		(6)	—		5		—		—		—		(1)
Treasury stock activity:
Treasury stock purchases, at cost	—		—		(134)	74		(1,792)		—		—		—		(1,926)
Stock options exchanged	—		—		—	1		(17)		—		—		—		(17)
Share-based employee compensation	—		—		45	—		—		—		—		—		45
Other comprehensive income net of income tax of $5	—		—		—	—		—		16		—		—		16
Other	—		—		(7)	—		2		—		—		5		—
Cash dividends declared ($0.125 per common share)	—		—		—	—		—		—		(109)		—		(109)
Net earnings including noncontrolling interests	—		—		—	—		—		—		2,026		(8)		2,018

Balances at May 26, 2018	1,918	$	1,918	$	3,059	1,122	$	(16,476)	$	(455)	$	18,924	$	(29)	$	6,941
Issuance of common stock:
Stock options exercised	—		—		—	(2)		30		—		—		—		30
Restricted stock issued	—		—		(104)	(2)		64		—		—		—		(40)
Treasury stock activity:
Treasury stock purchases, at cost	—		—		134	2		(135)		—		—		—		(1)
Stock options exchanged	—		—		—	1		(35)		—		—		—		(35)
Share-based employee compensation	—		—		36	—		—		—		—		—		36
Other comprehensive income net of income tax of $2	—		—		—	—		—		5		—		—		5
Other	—		—		55	—		(53)		—		—		—		2
Cash dividends declared ($0.14 per common share)	—		—		—	—		—		—		(101)		—		(101)
Net earnings including noncontrolling interests	—		—		—	—		—		—		508		(7)		501

Balances at August 18, 2018	1,918	$	1,918	$	3,180	1,121	$	(16,605)	$	(450)	$	19,331	$	(36)	$	7,338
Issuance of common stock:
Stock options exercised	—		—		—	(1)		15		—		—		—		15
Restricted stock issued	—		—		(4)	—		3		—		—		—		(1)
Treasury stock activity:
Stock options exchanged	—		—		—	—		(17)		—		—		—		(17)
Share-based employee compensation	—		—		34	—		—		—		—		—		34
Other comprehensive income net of income tax of $15	—		—		—	—		—		48		—		—		48
Other	—		—		(1)	—		(4)		—		—		3		(2)
Cash dividends declared ($0.14 per common share)	—		—		—	—		—		—		(113)		—		(113)
Net earnings including noncontrolling interests	—		—		—	—		—		—		317		(9)		308

Balances at November 10, 2018	1,918	$	1,918	$	3,209	1,120	$	(16,608)	$	(402)	$	19,535	$	(42)	$	7,610
Issuance of common stock:
Stock options exercised	—		—		—	—		10		—		—		—		10
Restricted stock issued	—		—		(5)	(1)		2		—		—		—		(3)
Treasury stock activity:
Stock options exchanged	—		—		—	1		(14)		—		—		—		(14)
Share-based employee compensation	—		—		39	—		—		—		—		—		39
Other comprehensive income net of income tax of $17	—		—		—	—		—		56		—		—		56
Other	—		—		2	—		(2)		—		—		(1)		(1)
Cash dividends declared ($0.14 per common share)	—		—		—	—		—		—		(113)		—		(113)
Net earnings including noncontrolling interests	—		—		—	—		—		—		259		(8)		251

Balances at February 2, 2019	1,918	$	1,918	$	3,245	1,120	$	(16,612)	$	(346)	$	19,681	$	(51)	$	7,835

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

Accumulated

Additional

Other

Common Stock

Paid-In

Treasury Stock

Comprehensive

Accumulated

Noncontrolling

(In millions, except per share amounts)

Shares

Amount

Capital

Shares

Amount

Loss

Earnings

Interest

Total

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)

31

—

—

—

31

Restricted stock issued

—

—

(115)

(2)

82

—

—

—

(33)

Treasury stock activity:

Treasury stock purchases, at cost

—

—

—

45

(1,247)

—

—

—

(1,247)

Stock options exchanged

—

—

—

2

(45)

—

—

—

(45)

Share-based employee compensation

—

—

118

—

—

—

—

—

118

Other comprehensive income net of income tax of $6

—

—

—

—

—

9

—

—

9

Other

—

—

51

—

(67)

—

—

(19)

(35)

Cash dividends declared ($0.37 per common share)

—

—

—

—

—

—

(333)

—

(333)

Net earnings including noncontrolling interests

—

—

—

—

—

—

1,053

(17)

1,036

Balances at November 4, 2017

1,918

$
1,918

$
3,124

1,037

$
(14,364)

$
(706)

$
16,263

$
(24)

$
6,211

Balances at February 3, 2018

1,918

$
1,918

$
3,161

1,048

$
(14,684)

$
(471)

$
17,007

$
(26)

$
6,905

Issuance of common stock:

Stock options exercised

—

—

—

(4)

55

—

—

—

55

Restricted stock issued

—

—

(114)

(2)

72

—

—

—

(42)

Treasury stock activity:

Treasury stock purchases, at cost

—

—

—

76

(1,927)

—

—

—

(1,927)

Stock options exchanged

—

—

—

2

(69)

—

—

—

(69)

Share-based employee compensation

—

—

115

—

—

—

—

—

115

Other comprehensive income net of income tax of $22

—

—

—

—

—

69

—

—

69

Other

—

—

47

—

(55)

—

—

8

—

Cash dividends declared ($0.405 per common share)

—

—

—

—

—

—

(323)

—

(323)

Net earnings including noncontrolling interests

—

—

—

—

—

—

2,851

(24)

2,827

Balances at November 10, 2018

1,918

$
1,918

$
3,209

1,120

$
(16,608)

$
(402)

$
19,535

$
(42)

$
7,610

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS’ EQUITY

(unaudited)


									Accumulated
				Additional					Other
	Common Stock			Paid-In		Treasury Stock			Comprehensive		Accumulated		Noncontrolling
(In millions, except per share amounts)	Shares	Amount		Capital		Shares	Amount		Loss		Earnings		Interest		Total
Balances at February 2, 2019	1,918	$	1,918	$	3,245	1,120	$	(16,612)	$	(346)	$	19,681	$	(51)	$	7,835
Issuance of common stock:
Stock options exercised	—		—		—	(1)		12		—		—		—		12
Restricted stock issued	—		—		(14)	—		10		—		—		—		(4)
Treasury stock activity:
Stock options exchanged	—		—		—	—		(15)		—		—		—		(15)
Share-based employee compensation	—		—		48	—		—		—		—		—		48
Other comprehensive loss net of income tax of ($5)	—		—		—	—		—		(146)		—		—		(146)
Cumulative effect of accounting change	—		—		—	—		—		—		146		—		146
Other	—		—		8	—		(8)		—		(5)		11		6
Cash dividends declared ($0.14 per common share)	—		—		—	—		—		—		(113)		—		(113)
Net earnings including noncontrolling interests	—		—		—	—		—		—		772		(9)		763

Balances at May 25, 2019	1,918	$	1,918	$	3,287	1,119	$	(16,613)	$	(492)	$	20,481	$	(49)	$	8,532
Issuance of common stock:
Stock options exercised	—		—		—	(1)		6		—		—		—		6
Restricted stock issued	—		—		(109)	(2)		79		—		—		—		(30)
Treasury stock activity:
Stock options exchanged	—		—		—	—		(8)		—		—		—		(8)
Share-based employee compensation	—		—		41	—		—		—		—		—		41
Other comprehensive loss net of income tax of ($14)	—		—		—	—		—		(45)		—		—		(45)
Other	—		—		51	—		(51)		—		—		1		1
Cash dividends declared ($0.16 per common share)	—		—		—	—		—		—		(131)		—		(131)
Net earnings including noncontrolling interests	—		—		—	—		—		—		297		(10)		287

Balances at August 17, 2019	1,918	$	1,918	$	3,270	1,116	$	(16,587)	$	(537)	$	20,647	$	(58)	$	8,653

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

~~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.~~other consolidated entities. The February ~~3, 2018~~2, 2019 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 nature that are necessary for a fair 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 February ~~3, 2018.~~2, 2019.

The unaudited information in the Consolidated Financial Statements for the ~~third~~second quarters and ~~three~~two quarters ended ~~November 10,~~August 17, 2019 and August 18, 2018, ~~and November 4, 2017,~~ includes the results of operations of the Company for the 12 and ~~40-week~~28-week periods then ended.

Products and services related primarily to Kroger Personal Finance and Media, which were historically accounted for as an offset to operating, general and administrative expenses (“OG&A”), are classified as a component of sales as of the beginning of fiscal year 2019, except for certain amounts in Media, which are netted against merchandise costs. These prior-year amounts have been reclassified to conform to current-year presentation.

Refer to Note 65 for a description of changes to the Consolidated ~~Statements of Operations~~Balance Sheet for a recently adopted accounting ~~standard~~standards regarding the ~~presentation~~recognition of ~~the non-service component~~lease agreements and reclassification of ~~company-sponsored pension plan costs.~~stranded tax effects.

Fair Value Measurements

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 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 ~~and Note 3~~ for the disclosure of ~~the Ocado shares and~~ debt instrument fair ~~values, respectively.~~values.

Mergers are accounted for using the acquisition method of accounting, which requires that the purchase price paid for an acquisition be allocated to the assets and liabilities acquired based on their estimated fair values as of the effective date of the acquisition, with the excess of the purchase price over the net assets being recorded as goodwill. See Note 2 for further discussion related to accounting for mergers.

~~Revenue Recognition~~

~~Sales~~

~~The Comp~~any recognizes revenues from the retail sale of products, net of sales taxes, at the point of sale. Pharmacy sales are recorded when the product is provided to the customer. Digital channel originated sales are recognized either upon pickup in store or upon delivery to the customer and may include shipping revenue. Discounts provided to customers by the Company at the time of sale, including those provided in connection with loyalty cards, are recognized as a reduction in sales as the products are sold. Discounts provided by vendors, usually in the form of paper coupons, are not recognized as a reduction in sales provided the coupons are redeemable at any retailer that accepts coupons. The Company records a receivable from the vendor for the difference in sales price and cash received. For merchandise sold in one of the Company’s stores or online, tender is accepted at the point of sale. Certain pharmacy fees previously recorded as merchandise costs have been reclassified to be recorded as a reduction of sales. Effective February 4, 2018, the Company prospectively reclassified $188 ~~for the first three quarters of 2018 and $~~62 for the third quarter of 2018 of these pharmacy fees from merchandise costs to sales on the Company’s Consolidated Statements of Operations. For pharmacy sales, collection of third party receivables is typically expected within three months or less from the time of purchase. The third-party receivables from pharmacy sales are recorded in Receivables in the Company’s Consolidated Balance Sheets and were $681 as of November 10, 2018 and $571 as of February 3, 2018.

~~Gift Cards and Gift Certificates~~

The Company does not recognize a sale when it sells its own gift cards and gift certificates (collectively “gift cards”). Rather, it records a deferred revenue liability equal to the amount received. A sale is then recognized when the gift cards are redeemed to purchase the Company’s products. The Company’s gift cards do not expire. While gift cards are generally redeemed within 12 months, some are never fully redeemed. The Company recognizes gift card breakage under the proportional method, where recognition of breakage income is based upon the historical run-off rate of unredeemed gift cards. The Company’s gift card deferred revenue liability was $91 ~~as of November 10, 2018 and $90 as of February 3, 2018.~~

~~Disaggregated Revenues~~

~~The following table presents sales revenue by type of product for the third quarter and first three quarters of 2018 and 2017:~~

Third Quarter Ended

Three Quarters Ended

November 10, 2018

November 4, 2017

November 10, 2018

November 4, 2017


Amount

% of total

Amount

% of total


Amount

% of total

Amount

% of total

Non Perishable (1)

$
13,771

49.8
%
$
13,698

49.4
%

$
45,797

49.2
%
$
45,161

49.3
%
Fresh (2)

6,550

23.7
%

6,439

23.2
%

22,458

24.1
%

21,959

24.0
%
Supermarket Fuel

3,656

13.2
%

3,141

11.3
%

11,997

12.9
%

9,885

10.8
%
Pharmacy

2,503

9.0
%

2,462

8.9
%

8,131

8.8
%

8,053

8.8
%
Convenience Stores (3)

-
%

1,067

3.8
%

944

1.0
%

3,426

3.7
%
Other (4)

1,192

4.3
%

942

3.4
%

3,744

4.0
%

3,147

3.4
%

Total Sales and other revenue

$
27,672

100
%
$
27,749

100
%

$
93,071

100
%
$
91,631

100
%

~~(1)~~

~~Consists primarily of grocery, general merchandise, health and beauty care and natural foods.~~

~~(2)~~

~~Consists primarily of produce, floral, meat, seafood, deli, bakery and fresh prepared.~~

~~(3)~~

~~The Company completed the sale of its convenience store business unit during the first quarter of 2018.~~

~~(4)~~

Consists primarily of sales related to jewelry stores, food production plants to outside parties, data analytic services, variable interest entities, specialty pharmacy, in-store health clinics, digital coupon services and other online sales not included in the categories above.

~~Contingent Consideration~~

Certain Company business combinations involve potential payment of future consideration that is contingent upon the achievement of certain performance milestones. The Company records contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods. The liability for contingent consideration is remeasured to fair value at each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized in earnings until the contingency is resolved.

~~Interest Rate Risk Management~~

The Company is exposed to market risk from fluctuations in interest rates. The Company manages its exposure to interest rate fluctuations through the use of a commercial paper program, interest rate swaps (fair value hedges) and forward-starting interest rate swaps (cash flow hedges). The Company’s current program relative to interest rate protection contemplates hedging the exposure to changes in the fair value of fixed-rate debt attributable to changes in interest rates. To do this, the Company uses the following guidelines: (i) use average daily outstanding borrowings to determine annual debt amounts subject to interest rate exposure, (ii) limit the average annual amount subject to interest rate reset and the amount of floating rate debt to a combined total amount that represents 25% of the carrying value of the Company’s debt portfolio or less, (iii) include no leveraged products, and (iv) hedge without regard to profit motive or sensitivity to current mark-to-market status.

~~The Company reviews compliance with these guidelines annually with the Financial Policy Committee of the Board of Directors. These guidelines may change as the Company’s needs dictate.~~

~~2.MERGER AND PARTNERSHIP AGREEMENTS~~

~~Merger Agreement~~

On June 22, 2018, the Company finalized the merger with Home Chef, a meal kit delivery company. The merger will allow the Company to increase the availability of meal kits and expand its offerings to customers. The Company completed the merger by purchasing 100% of the ownership interest in Home Chef, for $197 net of cash and cash equivalents of $30, in addition to future earnout payments of up to $500 over five years that are contingent on achieving certain milestones. The contingent consideration is based on future performance of both the online and offline business and the related customer engagement. The fair value of the earnout liability in the amount of $91 recognized on the acquisition date was measured using unobservable (Level 3) inputs and is included in ~~“Other long-term liabilities” within the Consolidated Balance Sheet. The Company estimated the fair value of the earnout liability by applying a~~ ~~Monte-Carlo simulation method~~ using the Company’s projection of future operating results for both the online and offline businesses related to the Home Chef merger and the estimated probability of achievement of the earnout target metrics. 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 the earnout liability. ~~Changes in the fair value of the earnout liability in future periods will be recorded in the Company’s results in the period of the change.~~

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 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.

~~The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date.~~

June 22,

2018
ASSETS

Total current assets

$
36

Property, plant and equipment

6
Other assets

1
Intangibles

143

Total Assets, excluding Goodwill

186

LIABILITIES

Total current liabilities

(28)

Other long-term liabilities

(94)

Total Liabilities

(122)

Total Identifiable Net Assets

64
Goodwill

163
Total Purchase Price

$
227

The preliminary purchase price allocation for the Home Chef acquisition is based upon a preliminary valuation which is subject to change as the Company obtains additional information with respect to income taxes during the measurement period. The allocation will be completed by the second quarter of 2019.

Of the $143 allocated to intangible assets, the Company recorded $99 and $44 related to customer relationships and the trade name, respectively. The Company will amortize the customer relationships, using the cash flow trended method over seven years. The goodwill recorded as part of the merger was attributable to the assembled workforce of Home Chef and operational synergies expected from the merger. The merger was treated as a 30% stock purchase and 70% partnership interest purchase for income tax purposes. The tax basis of the assets acquired and liabilities assumed for the portion of the transaction treated as a partnership interest purchase was stepped up, and the related goodwill is deductible for tax purposes. The assets acquired and liabilities assumed for the portion treated as a stock purchase did not result in a step up of tax basis, and goodwill is not expected to be deductible for tax purposes. The Company determined the Home Chef results of operations are not material. Therefore the pro forma information is not required for fiscal year 2018 and 2017.

~~Partnership Agreement~~

On May 17, 2018, the Company entered into a Partnership Framework Agreement with Ocado International Holdings Limited and Ocado Group plc (“Ocado”). Under this agreement, Ocado will partner exclusively with the Company in the U.S., enhancing the Company’s digital and robotics capabilities. As part of the agreement, the Company provided a letter of credit for $180, which supports its commitment to contract with Ocado to build a number of fulfilment centers. The balance of the letter of credit will reduce over time with the construction of each fulfilment center.
2.
DEBT OBLIGATIONS

In addition, on May 17, 2018, the Company entered into a Share Subscription Agreement with Ocado, pursuant to which the Company agreed to purchase 33.1 ordinary shares of Ocado for an aggregate purchase price of $243. The Company completed the purchase of these 33.1 shares on May 29, 2018. This is in addition to 8.1 Ocado shares purchased earlier in the first quarter of 2018, and 6.5 additional shares purchased in the second quarter of 2018. The equity investment in Ocado is measured at fair value through earnings. The fair value of all shares owned, which is measured using level 1 inputs, was $544 at November 10, 2018 and is included in “Other assets” in the Company’s Consolidated Balance Sheets. For the third quarter ended November 10, 2018, the Company recorded an unrealized loss of $100. For the first three quarters ended November 10, 2018, the Company recorded an unrealized gain of $152, none of which was realized during the period as the Company did not sell any Ocado securities.

~~3.DEBT OBLIGATIONS~~

Long-term debt consists of:

November 10,

February 3,

2018

2018

1.50% to 8.00% Senior Notes due through 2048

$
12,011

$
12,201

5.63% to 12.75% Mortgages due in varying amounts through 2027

14

22

2.40% Commercial paper borrowings

635

2,121

3.09% Term Loan due 2019

1,000

—

Other

459

443

Total debt, excluding capital leases and financing obligations

14,119

14,787

Less current portion

(3,319)

(3,509)

Total long-term debt, excluding capital leases and financing obligations

$
10,800

$
11,278


	August 17,		February 2,
	2019		2019
1.50% to 8.00% Senior Notes due through 2048	$	12,104	$	12,097
5.63% to 12.75% Mortgages due in varying amounts through 2027		13		14
2.63% Commercial paper borrowings		—		800
3.37% Term Loan		—		1,000
Other		488		440

Total debt, excluding obligations under finance leases		12,605		14,351
Less current portion		(1,305)		(3,103)

Total long-term debt, excluding obligations under finance leases	$	11,300	$	11,248

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 10, 2018~~August 17, 2019 and February ~~3, 2018.~~2, 2019. At ~~November 10, 2018,~~August 17, 2019, the fair value of total debt was ~~$13,890~~$13,422 compared to a carrying value of ~~$14,119.~~$12,605. At February ~~3, 2018,~~2, 2019, the fair value of total debt was ~~$15,167~~$14,190 compared to a carrying value of ~~$14,787.~~$14,351.

InDuring the first ~~quarter~~two quarters of ~~2018,~~2019, the Company ~~obtained~~repaid a $1,000 term loan bearing an interest rate of 3.37%.

In anticipation of future debt refinancing, the Company, in the first two quarters of 2019, entered into 6 forward-starting interest rate swap agreements with a maturity date of ~~March 16, 2019. The funds were drawn on March 26, 2018~~January 2021 with an aggregate notional amount totaling $300 and ~~were used to reduce outstanding commercial paper borrowings. Under the terms~~1 forward-starting interest rate swap agreement with a maturity date of January 2020 with a notional amount of $50. As of the ~~agreement,~~end of the second quarter of 2019, the Company had a total of $600 notional amount of forward-starting interest ~~rates are adjusted monthly based on the Company’s Public Debt Rating and prevailing LIBOR rates. Additionally,~~rate swaps outstanding. The forward-starting interest rate swaps entered into in the first ~~quarter~~two quarters of ~~2018, the Company repaid, upon maturity, $200 of senior notes bearing an interest rate of 7%.~~2019 were designated as cash-flow hedges.

3.	BENEFIT PLANS

~~4.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 ~~2018~~2019 and ~~2017.~~2018.


	Second Quarter Ended
	Pension Benefits				Other Benefits
	August 17,		August 18,		August 17,		August 18,
	2019		2018		2019		2018
Components of net periodic benefit cost:
Service cost	$	7	$	5	$	2	$	2
Interest cost		32		31		2		2
Expected return on plan assets		(41)		(40)		—		—
Amortization of:
Prior service cost		—		—		(2)		(3)
Actuarial loss (gain)		15		16		(2)		(2)

Net periodic benefit cost	$	13	$	12	$	—	$	(1)

Third Quarter Ended

Pension Benefits

Other Benefits

November 10,

November 4,

November 10,

November 4,


2018

2017

2018

2017

Components of net periodic benefit cost:

Service cost

$
8

$
—

$
2

$
2

Interest cost

31

42

2

3

Expected return on plan assets

(40)

(54)

—

—

Amortization of:

Prior service cost

—

—

(3)

(2)

Actuarial loss (gain)

18

19

(2)

(2)

Curtailment

—

1

—

—

Net periodic benefit cost

$
17

$
8

$
(1)

$
1

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 first ~~three~~two quarters of ~~2018~~2019 and ~~2017.~~2018.


	Three Quarters Ended
	Pension Benefits				Other Benefits
	November 10,		November 4,		November 10,		November 4,
	2018		2017		2018		2017

									Two Quarters Ended
									Pension Benefits				Other Benefits
									August 17,		August 18,		August 17,		August 18,
									2019		2018		2019		2018
Components of net periodic benefit cost:
Service cost	$	29	$	42	$	6	$	7	$	17	$	21	$	4	$	4
Interest cost		104		140		6		8		73		73		4		4
Expected return on plan assets		(134)		(182)		—		—		(97)		(94)		—		—
Amortization of:
Prior service cost		—		—		(9)		(6)		—		—		(5)		(6)
Actuarial loss (gain)		59		65		(7)		(7)		31		41		(5)		(5)
Curtailment		—		3		—		—


Net periodic benefit cost	$	58	$	68	$	(4)	$	2	$	24	$	41	$	(2)	$	(3)

~~Although, the~~The Company is not required to make any contributions to its company-sponsored pension plans in ~~2018,~~2019, but may make contributions to the extent such contributions are beneficial to the Company. The Company did not make any contributions to its company-sponsored pension plans in the ~~third quarter~~first two quarters of 2018, the Company contributed $185, $117 net of tax, to the company-sponsored pension plan. This contribution was designated to the 2017 tax year in order to deduct the contributions at the previous year tax rate. In the third quarter of 2017, the Company contributed $1,000 to the company-sponsored pension plans.2019 or 2018.

~~During the fourth quarter of 2018, the Company announced changes to certain non-union company-sponsored pension plans. See Note 12 for~~ ~~further~~ ~~discussion related to benefit plan changes.~~

The Company contributed ~~$204~~$173 and ~~$173~~$159 to employee 401(k) retirement savings accounts in the first ~~three~~two quarters of ~~2018~~2019 and ~~2017,~~2018, 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 two quarters of 2019, the Company incurred charges totaling $86, $66 net of tax, due to obligations related to withdrawal liabilities for certain multi-employer pension funds. The charges were recorded in the OG&A caption in the Consolidated Statements of Operations.

~~5.EARNINGS PER COMMON SHARE~~

Additionally, during the second quarter of 2019, the Company sold an unused warehouse. The gain on the sale was used to contribute a similar amount into the UFCW Consolidated Pension Plan.

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
	November 10, 2018					November 4, 2017
				Per					Per
	Earnings		Shares	Share		Earnings		Shares	Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount

											Second Quarter Ended					Second Quarter Ended
											August 17, 2019					August 18, 2018
														Per					Per
											Earnings		Shares	Share		Earnings		Shares	Share
											(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Net earnings attributable to The Kroger Co. per basic common share	$	313	797	$	0.39	$	393	887	$	0.44	$	294	800	$	0.37	$	502	797	$	0.63
Dilutive effect of stock options			10					6					5					8


Net earnings attributable to The Kroger Co. per diluted common share	$	313	807	$	0.39	$	393	893	$	0.44	$	294	805	$	0.37	$	502	805	$	0.62

Three Quarters Ended

Three Quarters Ended

November 10, 2018

November 4, 2017






Per





Per

Earnings

Shares

Share

Earnings

Shares

Share

(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount

Net earnings attributable to The Kroger Co. per basic common share

$
2,820

814

$
3.46

$
1,044

901

$
1.16

Dilutive effect of stock options

8

9

Net earnings attributable to The Kroger Co. per diluted common share

$
2,820

822

$
3.43

$
1,044

910

$
1.15


	Two Quarters Ended					Two Quarters Ended
	August 17, 2019					August 18, 2018
				Per					Per
	Earnings		Shares	Share		Earnings		Shares	Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Net earnings attributable to The Kroger Co. per basic common share	$	1,057	799	$	1.32	$	2,507	821	$	3.05
Dilutive effect of stock options			6					8

Net earnings attributable to The Kroger Co. per diluted common share	$	1,057	805	$	1.31	$	2,507	829	$	3.03

The Company had combined undistributed and distributed earnings to participating securities totaling $4$3 and $6 in ~~each~~the second quarter of ~~the third quarters of~~2019 and 2018, ~~and 2017.~~respectively. For the first ~~three~~two quarters of ~~2018~~2019 and ~~2017,~~2018, the Company had combined undistributed and distributed earnings to participating securities of ~~$31~~$12 and ~~$9,~~$27, respectively.

The Company had options outstanding for approximately 1127 million and 2610 million shares during the ~~third~~second quarter of 2019 and 2018, ~~and 2017,~~ 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 1124 million shares during the first ~~three~~two quarters of ~~2018~~2019 and 1517 million shares in the first ~~three~~two quarters of ~~2017~~2018 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.

5.	RECENTLY ADOPTED ACCOUNTING STANDARDS

~~6.RECENTLY ADOPTED ACCOUNTING STANDARDS~~

On February ~~4, 2018,~~3, 2019, the Company adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” which superseded previous revenue recognition guidance. Topic 606 is a comprehensive new revenue recognition model that requires a company to recognize revenue when goods and services are transferred to the customer in an amount that is proportionate to what has been delivered at that point and that reflects the consideration to which the company expects to be entitled for those goods or services. The Company adopted the standard using a modified retrospective approach with the adoption primarily involving the evaluation of whether the Company acts as principal or agent in certain vendor arrangements where the purchase and sale of inventory are virtually simultaneous. The Company will continue to record revenue and related costs on a gross basis for the arrangements. The adoption of the standard did not have a material effect on the Company’s Consolidated Statements of Operations, Consolidated Balance Sheets or Consolidated Statements of Cash Flows.

In March 2017, the FASB issued ASU "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07).” ASU 2017-07 requires an employer to report the service cost component of retiree benefits in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented separately from the service cost component and outside a subtotal of income from operations. The Company adopted ASU 2017-07 on February 4, 2018 and retrospectively applied it to all periods presented. As a result, retiree benefit plan interest expense, investment returns, settlements and other non-service cost components of retiree benefit expenses are excluded from the Company’s operating profit subtotal as reported in the Company’s Consolidated Statements of Operations, but remain included in net earnings before income tax expense. Due to the adoption, the Company reclassified $7 million for the third quarter of 2017 and $21 million for the first three quarters of 2017, of non-service company-sponsored pension plan costs from operating profit to other income (expense) on the Company’s Consolidated Statements of Operations. Information about retiree benefit plans' interest expense, investment returns and other components of retiree benefit expenses can be found in Note 4 to the Company’s Consolidated Financial Statements.

In January 2016, the FASB issued “Financial Instruments–Overall (Topic 825),” which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments (ASU 2016-01). The Company adopted this ASU on February 4, 2018. As a result of the adoption, the Company recorded a mark to market gain (loss) on Ocado securities, for those securities the Company owned as of the end of the third quarter of 2018, within the Consolidated Statements of Operations as opposed to a component of Other Comprehensive Income on the Company’s Consolidated Statements of Comprehensive Income.

~~7.RECENTLY ISSUED ACCOUNTING STANDARDS~~

~~In February 2016, the FASB issued~~ ASU 2016-02, “Leases,” which provides guidance for the recognition of lease agreements. The ~~standard’s core principle is~~Company adopted the standard using the modified retrospective approach, which provides a method for recording existing leases at adoption that approximates the results of a company will now recognize most leases on its balance sheet as lease liabilities with corresponding right-of-use assets. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance will be effective forfull retrospective approach. In addition, the Company ~~in the first quarter of the Company’s fiscal year ending February 1, 2020. The Company plans to apply~~elected the transition package of practical expedients permitted within the standard, which ~~allows~~allowed it to carry forward the ~~Company to carryforward their~~ historical lease classification, and ~~to apply~~applied the transition option which does not require application of the guidance to comparative periods in the year of adoption.

The adoption of the standard resulted in the recognition of operating lease assets and operating lease liabilities of approximately $6,800 and $7,000, respectively, as of February 3, 2019. Included in the measurement of the new lease assets is the reclassification of certain balances including those historically recorded as prepaid or deferred rent and favorable and unfavorable leasehold interests. Several other asset and liability line items in the Consolidated Balance Sheets were also impacted by immaterial amounts. The adoption of this ~~ASU will result~~standard also resulted in a ~~material increase on the Company’s Consolidated Balance Sheets~~change in naming convention for ~~lease liabilities and right-of-use assets. While the Company is continuing~~leases classified historically as capital leases. These leases are now referred to ~~evaluate all potential impacts~~as finance leases. The adoption of ~~the~~this standard ~~the Company does~~did not ~~expect adoption to have a material impact on~~materially affect the Company’s consolidated net earnings or cash flows. The Company’s evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population, analyzing the Company’s accounting policies and assessing opportunities to make certain changes to the Company’s business processes and lease accounting information technology system in order to determine the best implementation strategy.

In February 2018, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ASU 2018-02, ~~“Reclassification~~"Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects ~~From~~from Accumulated Other Comprehensive Income.~~” ASU 2018-02 amends ASC 220, “Income Statement - Reporting Comprehensive Income,”~~" This amendment allows companies to ~~allow a reclassification from accumulated other comprehensive income to retained earnings for~~reclassify stranded tax effects resulting from the Tax ~~Cuts and Jobs Act. In addition, under~~Act from accumulated other comprehensive income (AOCI) to retained earnings. The Company adopted ASU 2018-02 on February 3, 2019, which resulted in a decrease to AOCI and an increase to accumulated earnings of $146, primarily related to deferred taxes previously recorded for pension and other postretirement benefits and cash flow hedges. The adoption of this standard did not have an effect on the Company’s consolidated results of operations or cash flows.

6.	RECENTLY ISSUED ACCOUNTING STANDARDS

In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” Under the new standard, implementation costs related to a cloud computing arrangement will be deferred or expensed as incurred, in accordance with the existing internal-use software guidance for similar costs. The new standard also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense. This guidance will be effective for the Company in the first quarter of the Company’s fiscal year ending January 30, 2021. The amendments may be ~~required~~applied either retrospectively or prospectively to ~~provide certain disclosures regarding stranded tax effects. ASU 2018-02 is effective for fiscal years beginning~~all implementation costs incurred after ~~December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted.~~the date of adoption. The Company is currently ~~evaluating~~assessing the ~~effect~~impact that adoption of this ~~standard~~guidance will have on its Consolidated Financial Statements and related disclosures.

7.	LEASES AND LEASE-FINANCED TRANSACTIONS

The Company leases certain store real estate, warehouses, distribution centers, office space and equipment. While the Company’s current strategy emphasizes ownership of store real estate, the Company operates in leased facilities in approximately half of its store locations. Lease terms generally range from 10 to 20 years with options to renew for varying terms at the Company’s sole discretion. Certain leases also include options to purchase the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities or insurance and maintenance. Rent expense for leases with escalation clauses or other lease concessions are accounted for on a straight-line basis over the lease term. The Company’s ~~Consolidated Financial Statements.~~lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain properties or portions thereof are subleased to others for periods generally ranging from one to 20 years.

~~8.COMMITMENTS AND CONTINGENCIES~~The following table provides supplemental balance sheet classification information related to leases:


		August 17,		February 2,
	Classification	2019		2019
Assets
Operating	Operating lease assets	$	6,861	$	—
Finance	Property, plant and equipment, net⁽¹⁾		716		721

Total leased assets		$	7,577	$	721

Liabilities
Current
Operating	Current portion of operating lease liabilities	$	675	$	—
Finance	Current portion of long-term debt including obligations under finance leases		48		54

Noncurrent
Operating	Noncurrent operating lease liabilities		6,463		—
Finance	Long-term debt including obligations under finance leases		830		824

Total lease liabilities		$	8,016	$	878

(1)

Finance lease assets are recorded net of accumulated amortization of $285 and $345 as of August 17, 2019 and February 2, 2019.

The following table provides the components of lease cost:


		Second Quarter Ended		Two Quarters Ended
Lease Cost	Classification	August 17, 2019		August 17, 2019
Operating lease cost⁽¹⁾	Rent Expense	$	228	$	539
Sublease income	Rent Expense		(28)		(65)
Finance lease cost
Amortization of leased assets	Depreciation and Amortization		13		28
Interest on lease liabilities	Interest Expense		11		25

Net lease cost		$	224	$	527

(1)

Includes short-term leases and variable lease costs, which are immaterial.

Maturities of operating and finance lease liabilities are listed below. Amounts in the table include options to extend lease terms that are reasonably certain of being exercised.


	Operating		Finance
	Leases		Leases		Total
Remainder of 2019	$	451	$	41	$	492
2020		932		90		1,022
2021		861		89		950
2022		734		86		820
2023		663		85		748
Thereafter		6,824		895		7,719

Total lease payments		10,465		1,286	$	11,751

Less amount representing interest		3,327		408

Present value of lease liabilities⁽¹⁾	$	7,138	$	878

(1)

Includes the current portion of $675 for operating leases and $48 for finance leases.

Total future minimum rentals under non-cancellable subleases at August 17, 2019 were $276.

The following table provides the weighted-average lease term and discount rate for operating and finance leases:



	August 17, 2019
Weighted-average remaining lease term (years)
Operating leases	16.2
Finance leases	15.5
Weighted-average discount rate
Operating leases	4.3	%
Finance leases	4.3	%

The following table provides supplemental cash flow information related to leases:


	Two Quarters Ended
	August 17, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	476
Operating cash flows from finance leases	$	25
Financing cash flows from finance leases	$	21
Leased assets obtained in exchange for new operating lease liabilities	$	473
Leased assets obtained in exchange for new finance lease liabilities	$	101
Net gain recognized from sale and leaseback transactions⁽¹⁾	$	51

(1)

During the first quarter of 2019, the Company entered into sale leaseback transactions related to 8 properties, which resulted in total proceeds of $102.

The Company adopted new lease accounting guidance in the first quarter of 2019 as discussed in Note 1 and Note 5, and as required, the following disclosure is provided for periods prior to adoption. Minimum annual rentals and payments under capital leases and lease-financed transactions for the five years subsequent to February 2, 2019 and in the aggregate are listed below. Amounts in the table below only include payments through the noncancelable lease term.


					Lease-
	Capital		Operating		Financed
	Leases		Leases		Transactions
2019	$	103	$	948	$	5
2020		89		880		6
2021		86		773		5
2022		82		649		5
2023		81		556		5
Thereafter		766		3,197		17

Total		1,207	$	7,003	$	43

Less estimated executory costs included in capital leases		—

Net minimum lease payments under capital leases		1,207
Less amount representing interest		372

Present value of net minimum lease payments under capital leases	$	835

8.	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.	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

~~9.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)~~

The following table represents the changes in AOCI by component for the first ~~three~~two quarters of ~~2018~~2019 and ~~2017:~~2018:


					Pension and
	Cash Flow				Postretirement
	Hedging		Available for sale		Defined Benefit
	Activities⁽¹⁾		Securities⁽¹⁾		Plans⁽¹⁾		Total⁽¹⁾
Balance at February 3, 2018	$	24	$	4	$	(499)	$	(471)
OCI before reclassifications⁽²⁾		—		(4)		—		(4)
Amounts reclassified out of AOCI⁽³⁾		2		—		23		25
Net current-period OCI		2		(4)		23		21
Balance at August 18, 2018	$	26	$	—	$	(476)	$	(450)

Balance at February 2, 2019	$	6	$	—	$	(352)	$	(346)
Cumulative effect of accounting change⁽⁴⁾		(5)		—		(141)		(146)
OCI before reclassifications⁽²⁾		(63)		—		—		(63)
Amounts reclassified out of AOCI⁽³⁾		2		—		16		18
Net current-period OCI		(66)		—		(125)		(191)
Balance at August 17, 2019	$	(60)	$	—	$	(477)	$	(537)

Pension and

Cash Flow

Postretirement

Hedging

Available for sale

Defined Benefit


Activities(1)

Securities(1)

Plans(1)

Total(1)

Balance at January 28, 2017

$
(2)

$
—

$
(713)

$
(715)

OCI before reclassifications(2)

(26)

—

—

(26)

Amounts reclassified out of AOCI(3)

2

—

33

35

Net current-period OCI

(24)

—

33

9

Balance at November 4, 2017

$
(26)

$
—

$
(680)

$
(706)

Balance at February 3, 2018

$
24

$
4

$
(499)

$
(471)

OCI before reclassifications(2)

37

(4)

—

33

Amounts reclassified out of AOCI(3)

3

—

33

36

Net current-period OCI

40

(4)

33

69

Balance at November 10, 2018

$
64

$
—

$
(466)

$
(402)

(1)

~~(1)~~

All amounts are net of tax.

(2)

~~(2)~~

Net of tax of ~~$(15)~~($1) for cash flow hedging activities and ($1) for available for sale securities for the first two quarters of 2018. Net of tax of ($26) for cash flow hedging activities for the first ~~three~~two quarters of ~~2017.~~ 2019.

(3)	Net of tax of $10$2 for cash flow hedging activities and ~~$(1) for available for sale securities for the first three quarters of 2018.~~

~~(3)~~

~~Net of tax of $~~2 ~~for cash flow hedging activities and $19~~$7 for pension and postretirement defined benefit plans for the first ~~three~~two quarters of ~~2017.~~2018. Net of tax of $3$2 for cash flow hedging activities and $10$5 for pension and postretirement defined benefit plans for the first ~~three~~two quarters of ~~2018.~~

2019.

(4)	Related to the adoption of ASU 2018-02, "Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income," (see Note 5 for additional details).

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 ~~2018~~2019 and ~~2017:~~2018:


	Second Quarter Ended				Two Quarters Ended
	August 17,		August 18,		August 17,		August 18,
	2019		2018		2019		2018
Cash flow hedging activity items
Amortization of gains and losses on cash flow hedging activities⁽¹⁾	$	2	$	2	$	4	$	4
Tax expense		(1)		(1)		(2)		(2)
Net of tax		1		1		2		2

Pension and postretirement defined benefit plan items
Amortization of amounts included in net periodic pension cost⁽²⁾		11		11		21		30
Tax expense		(2)		(3)		(5)		(7)
Net of tax		9		8		16		23
Total reclassifications, net of tax	$	10	$	9	$	18	$	25

Third Quarter Ended

Three Quarters Ended


November 10,

November 4,

November 10,

November 4,

2018

2017

2018

2017

Cash flow hedging activity items

Amortization of gains and losses on cash flow hedging activities(1)

$
2

$
2

$
6

$
4

Tax expense

(1)

(1)

(3)

(2)

Net of tax

1

1

3

2

Pension and postretirement defined benefit plan items

Amortization of amounts included in net periodic pension expense(2)

13

15

43

52

Tax expense

(3)

(5)

(10)

(19)

Net of tax

10

10

33

33

Total reclassifications, net of tax

$
11

$
11

$
36

$
35

(1)

~~(1)~~

Reclassified from AOCI into interest expense.

(2)

~~(2)~~

Reclassified from AOCI into non-service component of company-sponsored pension plan costs. These components are included in the computation of net periodic pension ~~expense~~cost (see Note 43 for additional details).

10.

INCOME TAXES

~~10.INCOME TAXES~~

The effective income tax rate was ~~22.8%~~24.5% in the ~~third~~second quarter of ~~2018,~~2019, compared to ~~35.6%~~20.2% in the ~~third~~second quarter of ~~2017.~~2018. The effective income tax rate was 23.3% for the first two quarters of 2019, compared to 22.8% for the first two quarters of 2018. The effective income tax rate for the ~~third~~second quarter of 2019 and the first two quarters of 2019 differed from federal statutory rate due to the effect of state income taxes and tax expense related to share-based payments, partially offset by the utilization of tax credits and deductions. The effective income tax rate for the second quarter of 2018 differed from the federal statutory rate ~~primarily~~ due to the effect of state income taxes and an IRS audit that resulted in a reduction of prior year tax deductions at pre-Tax Reform rates and an increase in future tax deductions at post-Tax Reform rates, partially offset by the utilization of tax credits and deductions and favorable provision to return adjustments. The rate for the third quarter of 2018 is lower than the rate for the third quarter of 2017 primarily due to a reduction in the federal statutory rate enacted by the Tax Cuts and Jobs Act.

The effective income tax rate was 22.8% for the first three quarters of 2018, compared to 34.8% for the first three quarters of 2017. The effective income tax rate for the first three quarters of 2018 differed from the federal statutory rate primarily due to the effect of state income taxes and an IRS audit that resulted in a reduction of prior year tax deductions at pre-Tax Reform rates and an increase in future tax deductions at post-Tax Reform rates, partially offset by the utilization of tax credits and deductions, favorable provision to return adjustments and the benefit from favorable settlements of certain state tax ~~items.~~items, partially offset by the effect of state income taxes. The effective income tax rate for the first ~~three~~two quarters of 2018 ~~is lower than the rate for the first three quarters of 2017 primarily due to a reduction in~~differed from the federal statutory rate ~~enacted~~due to the effect of state income taxes, partially offset by utilization of tax credits and deductions and the ~~Tax Cuts~~benefit from favorable settlements of certain state tax items.

11.

HELD FOR SALE AND DISPOSAL OF BUSINESSES

Certain assets and ~~Jobs Act.~~

~~11.HELD FOR SALE AND DISPOSAL OF BUSINESS~~

During the second quarter of 2018, the Company announced that as a result of a review of its assets, the Company has decided to explore strategic alternatives for its Turkey Hill Dairy business, including a potential sale.

~~The following table presents information~~liabilities related to the ~~major classes of assets and liabilities of all businesses, including~~Company’s Turkey Hill Dairy and You Technology ~~that were held for sale as of November 10, 2018:~~

November 10,
(In millions)

2018
Assets held for sale:

Cash and temporary cash investments

$
2
Receivables

71
FIFO inventory

20
LIFO reserve

(1)
Prepaid and other current assets

5
Property, plant and equipment, net

74
Goodwill

1
Total assets held for sale

$
172

Liabilities held for sale:

Trade accounts payable

$
33
Accrued salaries and wages

8
Other current liabilities

16
Total liabilities held for sale

$
57

~~The Company believes sales of these~~ businesses are probable as of November 10, 2018. The businesses classified as held for sale will not be reported as discontinued operations as the dispositions do not represent a strategic shift that will have a major effect on the Company’s operations and financial results.

~~Certain assets and liabilities, primarily those related to the Company’s convenience store business unit,~~ were classified as held for sale in the Consolidated Balance ~~Sheets beginning in the third quarter~~Sheet as of ~~2017.~~ February 2, 2019.

On ~~April 20, 2018,~~March 13, 2019, the Company completed the sale of its ~~convenience store~~You Technology business ~~unit~~to Inmar for ~~$2,169.~~total consideration of $565, including $396 of cash and $64 of preferred equity received upon closing. The Company ~~recognized~~is also entitled to receive other cash payments of $105 over five years. The transaction includes a ~~net~~long-term service agreement for Inmar to provide the Company digital coupon services. The sale resulted in a gain ~~on this sale for $1,782, $1,360~~of $70, $52 net of tax, ~~in the first three quarters of 2018.~~

The Company used the proceeds from the sale of the convenience store business unit to pay down outstanding commercial paper borrowings and fund an accelerated stock repurchase (“ASR”) program. The Company entered and funded a $1,200 ASR program on April 20, 2018. The final delivery under the ASR program occurred during the second quarter of 2018, which ~~included the settlement of the remaining 2.3 Kroger common shares. In total, the Company invested $1,200 to repurchase 46.3 Kroger common shares at an average price of $25.91 per share.~~

~~12.SUBSEQUENT EVENTS~~

During the fourth quarter of 2018, the Company announced changes to certain non-union company-sponsored pension plans. The Company will freeze the compensation and service periods used to calculate pension benefits for active employees who participate in the affected pension plans as of December 31, 2019. Beginning January 1, 2020, the ~~affected~~ active employees will no longer accrue additional benefits for future service and eligible compensation received under these plans. The Company expects the financial effects of these changes will not be material to the financial statements for the year ending February 3, 2019.

On December 18, 2018, the Company announced that it had entered into a definitive agreement to sell its You Technology business, subject to customary closing conditions and any regulatory reviews. The transaction will result in a material gain and will beis included in “Gain on sale of ~~business”~~businesses” in the Consolidated Statement of Operations. The Company recorded the fair value of the long-term service agreement of $358 in “Other current liabilities” and “Other long-term liabilities” in the Consolidated Balance Sheets and such amount is being recorded as sales over the 10-year agreement.

On April 26, 2019, the Company completed the sale of its Turkey Hill Dairy business to an affiliate of Peak Rock Capital for total proceeds of $225. The sale resulted in a gain of $106, $80 net of tax, which is included in “Gain on sale of businesses” in the Consolidated Statements of ~~Operations once it is completed.~~Operations.

In 2016, the Company received a financial instrument as part of the consideration for entering into certain agreements with a third party. In the fourth quarter of 2018, a transaction occurred that resulted in the settlement of the financial instrument. As a result of the settlement the Company received cash proceeds of $235. The Company will recognize a loss on settlement of $42 in the fourth quarter of 2018, as the financial instrument was valued at $277 prior to the settlement.

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 ~~operating~~ net earnings and adjusted ~~operating~~ net earnings per diluted share ~~and Restock Kroger free cash flow~~ because management believes these metrics are useful to investors and ~~analysts for the reasons explained below.~~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.

We calculate FIFO gross margin as FIFO gross profit divided by sales. FIFO gross profit is calculated 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 as 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 as management believes FIFO operating profit is a useful metric to investors and analysts because it measures our day-to-day operational effectiveness.

The adjusted ~~operating~~ net earnings and adjusted ~~operating~~ net earnings per diluted share metrics are important measures used by management to compare the performance of core operating results between periods. WeWe believe adjusted ~~operating~~ net earnings and adjusted ~~operating~~ net earnings per diluted share are useful metrics to investors and analysts because they present more accurate ~~quarter-over-quarter~~year-over-year comparisons for our net earnings and net earnings per diluted share because adjusted items are not the result of our normal operations. Net earnings for the first ~~three~~two quarters of 2019 include the following, which we define as the “2019 Adjusted Items”:

●

Charges to operating, general and administrative expenses (“OG&A”) of $86 million, $66 million net of tax, for obligations related to withdrawal liabilities for certain multi-employer pension funds and a reduction to OG&A of $21 million, $16 million net of tax, for the revaluation of contingent consideration (the “2019 OG&A Adjusted Items”).

●

Gains in other income (expense) of $106 million, $80 million net of tax, related to the sale of Turkey Hill Dairy; $70 million, $52 million net of tax, related to the sale of You Technology; and $61 million, $44 million net of tax, for the mark to market gain on Ocado Group plc (“Ocado”) securities (the “2019 Other Income (Expense) Adjusted Items”).

Net earnings for the second quarter of 2019 include the following, which we define as the “2019 Second Quarter Adjusted Items”:

●

Charges to OG&A of $27 million, $22 million net of tax, for obligations related to withdrawal liabilities for a certain multi-employer pension fund and $2 million, $2 million net of tax, for the revaluation of contingent consideration (the “2019 Second Quarter OG&A Adjusted Items”).

●

A charge in other income (expense) of $45 million, $36 million net of tax, for the mark to market loss on Ocado securities (the “2019 Second Quarter Other Income (Expense) Adjusted Item”).

Net earnings for the first two quarters of 2018 include the following, which we define as the “2018 Adjusted Items”:

●

A reduction to ~~operating, general and administrative expenses (“~~OG~~&A”)~~&A of $13 million, $10 million net of tax, for adjustments to obligations related to withdrawing from the Central States multi-employer pension fund (the “2018 OG&A Adjusted Item”).

●

A reduction to depreciation and amortization expenses of $14 million, $11 million net of tax, related to held for sale assets (the “2018 Depreciation Adjusted Item”).

●

Gains in other income (expense) of $1.8 billion, $1.4 billion net of tax, related to the sale of our convenience store business unit and ~~$152~~$252 million, ~~$115~~$191 million net of tax, for the mark to market gain on Ocado securities (the “2018 Other Income (Expense) Adjusted Items”).

Net earnings for the ~~third~~second quarter of 2018 include ~~a loss in other income (expense) of $100 million, $77 million net of tax, for~~ the ~~mark to market loss on Ocado securities (the~~following, which we define as the “2018 ~~Third~~Second Quarter Other Income (Expense) Adjusted ~~Item”).~~Items”:

~~Similarly, net earnings for the first three quarters of 2017 include $199 million, $126~~
● Gains in other income (expense) of $11 million, $8 million net of tax, related to the sale of our convenience store business unit and $216 million, $164 million net of tax, related to the withdrawal obligations for certain multi-employer pension funds and $184 million, $117 million net of tax, related to the voluntary retirement offering (“VRO”) (together, the “2017 Adjusted Items”).  There were no adjusted items in the third quarter of 2017.
19
Restock Kroger free cash flow is an adjusted free cash flow measure calculated as net cash provided by operating activities minus: payments for property and equipment, excluding lease buyouts; payments for Home Chef, net of cash acquired and excluding the earnout; and purchases of Ocado securities. We updated our definition of Restock Kroger free cash flow during the second quarter of 2018 to more closely align with the performance metrics under our ~~Restock Kroger~~ plan. Restock Kroger free cash flow is an important measure used by management to evaluate available funding for share repurchases, dividends, other strategic investments and managing debt levels. Management believes Restock Kroger 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 quarter and first three quarters of 2018 are:~~
·
Net earnings per diluted share of $0.39 for the third quarter and $3.43 for the first three quarters.  The third quarter includes a net loss per diluted share of $0.09 for the mark to market loss on Ocado securities.  The first three quarters include net earnings per diluted share of $0.14 for the mark to market gain on Ocado ~~securities and $1.64~~securities.

Please refer to the “Net Earnings per Diluted Share excluding the Adjusted Items” table below for reconciliations of certain non-GAAP financial measures reported in this Quarterly Report on Form 10-Q to the most comparable GAAP financial measure and related disclosure. We are unable to provide a full reconciliation of the non-GAAP measures used in our guidance (see “Outlook” below) without unreasonable effort as certain information necessary to calculate such measures on a GAAP basis is unavailable, dependent on future events outside of our control and cannot be determined without unreasonable effort.

18

OVERVIEW

Notable items for the second quarter and first two quarters of 2019 are:

● Net earnings attributable to The Kroger Co. per diluted common share of $0.37 for the ~~gain on sale of our convenience store business unit.~~
·
~~Adjusted operating net earnings per diluted share of $0.48 for the third~~second quarter and ~~$1.63~~$1.31 for the first ~~three quarters~~two quarters.

● Adjusted net earnings attributable to The Kroger Co. per diluted common share of ~~2018.~~
$0.44 for the second quarter and $1.16 for the first two quarters.

·
●
Identical sales, excluding fuel, increased ~~1.6%~~2.2% for the ~~third~~second quarter and ~~1.7%~~1.8% for the first ~~three~~two quarters of ~~2018.~~
2019.

·
●
Digital revenue grew ~~over 60%~~31% in the ~~third~~second quarter ~~of 2018~~ and ~~approximately 60%~~37% in the first ~~three~~two quarters of ~~2018,~~2019, driven by ~~ClickList.~~Pickup and Delivery sales growth. Second quarter digital revenue growth has moderated primarily due to cycling our merger with the Home Chef business. Digital revenue primarily includes revenue from all curbside pickup locations, online sales delivered to customer locations and ~~online sales.~~
products shipped to customer locations.

·
● Alternative profit streams grew in the second quarter and first two quarters of 2019, as compared to the second quarter and first two quarters of 2018, achieving our plan. Kroger’s ecosystem fuels the growth of adjacent alternative profit streams like Kroger Personal Finance, customer data insights, and media businesses that are essential components of Restock Kroger. These businesses comprise a significant portion of Kroger’s overall alternative profit stream portfolio. They are dependent on a core supermarket business to deliver sustainable, long-term growth and profitability.

● Sold our You Technology business to Inmar for total consideration of $565 million, including $396 million of cash and $64 million of preferred equity received upon closing. We are also entitled to receive other cash payments of $105 million over five years. The transaction includes a long-term service agreement for Inmar to provide digital coupon services.

● Sold our ~~convenience store~~Turkey Hill Dairy business ~~unit~~to an affiliate of Peak Rock Capital for ~~$2.17 billion.~~
$225 million.

·
●
~~Announced Ocado partnership and completed our merger with Home Chef.~~
·
During the first ~~three~~two quarters of ~~2018,~~2019, we returned ~~$2.3 billion~~$249 million to shareholders from share repurchases and dividend ~~payments, which includes $1.2 billion repurchased with after tax proceeds from~~payments.

● Over the ~~sale~~last 12 months, net total debt has decreased by $1.3 billion.

● During the second quarter of ~~our convenience store business unit under~~2019, we accepted an offer to sell an unused warehouse that had been on the market for some time. We used this gain as an opportunity to contribute a ~~$1.2 billion accelerated stock repurchase (“ASR”) program.~~
similar amount into the UFCW Consolidated Pension Plan, helping stabilize associates’ future benefits. The net impact of these transactions to EPS growth was neutral. The net impact of these transactions also had no effect to OG&A.

·
●
~~Net cash provided by operating activities was $3.7 billion~~Additionally, in the first ~~three quarters~~quarter and second quarter of ~~2018 compared~~2019, respectively, we recorded charges to ~~$3.1 billion in the first three quarters~~OG&A of ~~2017.~~
$59 million, $44 million net of tax, and $27 million, $22 million net of tax, for obligations related to withdrawal liabilities for certain multi-employer pension funds.
·
~~Restock Kroger free cash flow was $887 million in the first three quarters of 2018 compared to $926 million in the first three quarters of 2017.~~
20

19

The following table provides a reconciliation of net earnings attributable to The Kroger Co. to adjusted ~~operating~~ net earnings attributable to The Kroger Co. and a reconciliation of net earnings attributable to The Kroger Co. per diluted common share to adjusted ~~operating~~ net earnings attributable to The Kroger Co. per diluted common share, excluding the ~~2018~~2019 and ~~2017~~2018 Adjusted Items.

Net Earnings per Diluted Share excluding the Adjusted Items
($ in millions, except per share amounts)

Second Quarter Ended

Two Quarters Ended


August 17,

August 18,

Percentage

August 17,

August 18,

Percentage


2019

2018

Change

2019

2018

Change

Net earnings attributable to The Kroger Co.

$
297

$
508

$
1,069

$
2,534

(Income) expense adjustments

Adjustments for pension plan withdrawal liabilities⁽¹⁾⁽²⁾

22

—

66

(10)

Adjustment for gain on sale of convenience store business⁽¹⁾⁽³⁾

—

(8)

—

(1,360)

Adjustment for gain on sale of Turkey Hill Dairy⁽¹⁾⁽⁴⁾

—

—

(80)

—

Adjustment for gain on sale of You Technology⁽¹⁾⁽⁵⁾

—

—

(52)

—

Adjustment for mark to market loss (gain) on Ocado securities⁽¹⁾⁽⁶⁾

36

(164)

(44)

(191)

Adjustment for depreciation related to held for sale assets⁽¹⁾⁽⁷⁾

—

—

—

(11)

Adjustment for contingent consideration⁽¹⁾⁽⁸⁾

2

—

(16)

—

2019 and 2018 Adjusted Items

60

(172)

(126)

(1,572)

Net earnings attributable to The Kroger Co. excluding the Adjusted Items

$
357

$
336

6.3
%
$
943

$
962

(2.0)
%

Net earnings attributable to The Kroger Co. per diluted common share

$
0.37

$
0.62

$
1.31

$
3.03

(Income) expense adjustments

Adjustments for pension plan withdrawal liabilities⁽⁹⁾

0.03

—

0.08

(0.01)

Adjustment for gain on sale of convenience store business⁽⁹⁾

—

(0.01)

—

(1.63)

Adjustment for gain on sale of Turkey Hill Dairy⁽⁹⁾

—

—

(0.10)

—

Adjustment for gain on sale of You Technology⁽⁹⁾

—

—

(0.06)

—

Adjustment for mark to market loss (gain) on Ocado securities⁽⁹⁾

0.04

(0.20)

(0.05)

(0.23)

Adjustment for depreciation related to held for sale assets⁽⁹⁾

—

—

—

(0.01)

Adjustment for contingent consideration⁽⁹⁾

—

—

(0.02)

—

2019 and 2018 Adjusted Items

0.07

(0.21)

(0.15)

(1.88)

Adjusted net earnings attributable to The Kroger Co. per diluted common share

$
0.44

$
0.41

7.3
%
$
1.16

$
1.15

0.9
%

Average number of common shares used in diluted calculation

805

805

805

829

Third Quarter Ended

Three Quarters Ended


November 10,

November 4,

Percentage

November 10,

November 4,

Percentage


2018

2017

Change

2018

2017

Change

Net earnings attributable to The Kroger Co.

$
317

$
397

$
2,851

$
1,053

(Income) expense adjustments

Adjustments for pension plan agreements (1)(2)

—

—

(10)

126

Adjustment for VRO (1)(3)

—

—

—

117

Adjustment for gain on sale of convenience store business (1)(4)

—

—

(1,360)

—

Adjustment for mark to market (gain) loss on Ocado securities (1)(5)

77

—

(115)

—

Adjustment for depreciation related to held for sale assets (1)(6)

—

—

(11)

—

2018 and 2017 Adjusted Items

77

—

(1,496)

243

Operating net earnings attributable to The Kroger Co. excluding the Adjusted Items

$
394

$
397

(0.8)
%
$
1,355

$
1,296

4.6
%

Net earnings attributable to The Kroger Co. per diluted common share

$
0.39

$
0.44

$
3.43

$
1.15

(Income) expense adjustments

Adjustments for pension plan agreements (7)

—

—

(0.01)

0.13

Adjustment for VRO (7)

—

—

—

0.13

Adjustment for gain on sale of convenience store business (7)

—

—

(1.64)

—

Adjustment for mark to market (gain) loss on Ocado securities (7)

0.09

—

(0.14)

—

Adjustment for depreciation related to held for sale assets (7)

—

—

(0.01)

—

2018 and 2017 Adjusted Items

0.09

—

(1.80)

0.26

Adjusted operating net earnings attributable to The Kroger Co. per diluted common share

$
0.48

$
0.44

9.1
%
$
1.63

$
1.41

15.6
%

Average number of common shares used in diluted calculation

807

893

822

910

~~(1)~~
~~The amounts presented represent the after-tax effect of each adjustment.~~
~~(2)~~
~~The pre-tax adjustments for pension plan agreements were ($13) and $199 in 2018 and 2017, respectively.~~
~~(3)~~
~~The pre-tax adjustment for VRO was $184.~~
~~(4)~~
~~The pre-tax adjustment for gain on sale of convenience store business was ($1,782).~~
~~(5)~~
~~The pre-tax adjustment for mark to market (gain) loss on Ocado securities was $100 in the third quarter of 2018 and ($152) for 2018.~~
~~(6)~~
~~The pre-tax adjustment for depreciation related to held for sale assets was ($14).~~
~~(7)~~
~~The amount presented represents the net earnings per diluted common share effect of each adjustment.~~
21

20

(1)The amounts presented represent the after-tax effect of each adjustment.
(2)The pre-tax adjustment for pension plan withdrawal liabilities was $27 in the second quarter of 2019, $86 in the first two quarters of 2019 and ($13) in the first two quarters of 2018.
(3)The pre-tax adjustment for gain on sale of convenience store business was ($11) in the second quarter of 2018 and ($1,782) in the first two quarters of 2018.
(4)The pre-tax adjustment for gain on sale of Turkey Hill Dairy was ($106).
(5)The pre-tax adjustment for gain on sale of You Technology was ($70).
(6)The pre-tax adjustment for mark to market loss (gain) on Ocado securities was $45 and ($216) in the second quarter of 2019 and 2018, respectively. The pre-tax adjustment was ($61) and ($252) in the first two quarters of 2019 and 2018, respectively.
(7)The pre-tax adjustment for depreciation related to held for sale assets was ($14).
(8)The pre-tax adjustment for contingent consideration was $2 in the second quarter of 2019 and ($21) for the first two quarters of 2019.
(9)The amount presented represents the net earnings per diluted common share effect of each adjustment.

RESULTS OF OPERATIONS

Sales
Total Sales
($ in millions)

Second Quarter Ended

Two Quarters Ended

August 17,

Percentage

August 18,

Percentage

August 17,

Percentage

August 18,

Percentage


2019

Change⁽¹⁾

2018

Change⁽²⁾

2019

Change⁽³⁾

2018

Change⁽⁴⁾

Total sales to retail customers without fuel⁽⁵⁾

$
24,598

2.4
%
$
24,016

1.9
%
$
57,191

2.2
%
$
55,981

2.4
%
Supermarket fuel sales

3,405

(9.9)
%

3,781

29.2
%

7,801

(6.5)
%

8,341

23.7
%
Convenience stores⁽⁶⁾

—

—
%

—

(100.0)
%

—

(100.0)
%

944

(60.0)
%
Other sales⁽⁷⁾

165

(24.0)
%

217

13.6
%

427

(9.0)
%

469

14.4
%

Total sales

$
28,168

0.5
%
$
28,014

1.0
%
$
65,419

(0.5)
%
$
65,735

2.4
%

Third Quarter Ended

Three Quarters Ended

November 10,

Percentage

November 4,

Percentage

November 10,

Percentage

November 4,

Percentage


2018

Change (2)

2017

Change (3)

2018

Change (4)

2017

Change (5)

Total sales to retail customers without fuel

$
23,816

1.9
%
$
23,363

3.0
%
$
79,483

2.2
%
$
77,735

3.2
%
Supermarket fuel sales

3,656

16.4
%

3,141

15.7
%

11,997

21.4
%

9,885

14.2
%
Convenience stores (6)

—

(100.0)
%

1,067

8.4
%

944

(72.4)
%

3,426

7.6
%
Other sales (1)

200

12.4
%

178

(0.6)
%

647

10.6
%

585

5.8
%

Total sales

$
27,672

(0.3)
%
$
27,749

4.5
%
$
93,071

1.6
%
$
91,631

4.5
%
(1)
~~(1)~~
Ot~~her sales primarily relate to sales at food production plants to outside vendors, data analytic services, and digital coupon services.~~
~~(2)~~
This column represents the percentage change in the ~~third~~second quarter of ~~2018,~~2019, compared to the ~~third~~second quarter of ~~2017.~~
2018.
(2)
~~(3)~~
This column represents the percentage change in the ~~third~~second quarter of ~~2017,~~2018, compared to the ~~third~~second quarter of ~~2016.~~
2017.
(3)
~~(4)~~
This column represents the percentage change in the first ~~three~~two quarters of ~~2018,~~2019, compared to the first ~~three~~two quarters of ~~2017.~~
2018.
(4)
~~(5)~~
This column represents the percentage change in the first ~~three~~two quarters of ~~2017,~~2018, compared to the first ~~three~~two quarters of ~~2016.~~
2017.
(5)
Digital sales, primarily including Pickup, Delivery, Ship and pharmacy e-commerce sales, grew approximately 31% and 51% in the second quarter of 2019 and 2018, respectively. Digital sales grew approximately 37% and 59% in the first two quarters of 2019 and 2018, respectively. These sales are included in the “total sales to retail customers without fuel” line above. Digital sales growth has moderated primarily due to cycling our merger with the Home Chef business.
(6)
We completed the sale of our convenience store business unit during the first quarter of ~~2018~~.
2018.
(7) Other sales primarily relate to external sales at food production plants, data analytic services, third party media revenue and digital coupon services.

21

Total sales ~~decreased~~were $28.2 billion in the ~~third~~second quarter of ~~2018,~~2019, compared to $28.0 billion in the ~~third~~second quarter of ~~2017, by 0.3%.~~2018. This ~~decrease~~increase was ~~primarily~~ due to ~~the sale of our convenience store business unit, partially offset by our increases~~an increase in total sales to retail customers without fuel, ~~and~~partially offset by a reduction in supermarket fuel ~~sales.~~sales and decreased sales due to the disposal of Turkey Hill Dairy and You Technology in the first quarter of 2019. Total sales excluding fuel, dispositions and the merger with Home Chef increased 2.5% in the second quarter of 2019, compared to the second quarter of 2018. The increase in total sales to retail customers without fuel for the ~~third~~second quarter of ~~2018,~~2019, compared to the ~~third~~second quarter of ~~2017,~~2018, was primarily due to our merger with Home Chef and our identical sales increase, excluding fuel, of ~~1.6%~~2.2%. Identical sales, excluding fuel, for the ~~third~~second quarter of ~~2018,~~2019, compared to the ~~third~~second quarter of ~~2017,~~2018, increased primarily due to ~~an increase in the number~~growth of loyal households, ~~shopping with us, changes in product mix~~a higher customer basket value, retail inflation and Kroger Specialty Pharmacy sales growth, partially offset by our continued investments in lower prices for our customers. Total supermarket fuel sales ~~increased 16.4%~~decreased 9.9% in the ~~third~~second quarter of 2019, compared to the second quarter of 2018, ~~compared to the third quarter of 2017,~~ primarily due to ~~an increase~~a decrease in fuel gallons sold of 5.6% and a decrease in the average retail fuel price of ~~14.9% and an increase in fuel gallons sold of 1.2%~~4.7%. The ~~increase~~decrease in the average retail fuel price was caused by ~~an increase~~a decrease in the product cost of fuel.

Total sales ~~increased~~were $65.4 billion in the first ~~three~~two quarters of ~~2018,~~2019, compared to $65.7 billion for the first ~~three~~two quarters of ~~2017, by 1.6%.~~2018. This ~~increase~~decrease was ~~primarily due to our increases in total sales to retail customers without fuel and supermarket fuel sales, partially offset by a reduction in convenience store sales~~ due to the sale of our convenience store business ~~unit.~~unit in the first quarter of 2018, Turkey Hill Dairy and You Technology in the first quarter of 2019 and a decrease in supermarket fuel sales, partially offset by our increase in total sales to retail customers without fuel. Total sales, excluding fuel, dispositions and the merger with Home Chef increased 2.1% in the first two quarters of 2019, compared to the first two quarters of 2018. The increase in total sales to retail customers without fuel for the first ~~three~~two quarters of ~~2018,~~2019, compared to the first ~~three~~two quarters of ~~2017,~~2018, was primarily due to our merger with Home Chef and our identical sales increase, excluding fuel, of ~~1.7%~~1.8%. Identical sales, excluding fuel, for the first ~~three~~two quarters of ~~2018,~~2019, compared to the first ~~three~~two quarters of ~~2017,~~2018, increased primarily due to ~~an increase in the number~~growth of loyal households, ~~shopping with us, changes in product mix~~a higher customer basket value, retail inflation and Kroger Specialty Pharmacy sales growth, partially offset by our continued investments in lower prices for our customers. Total supermarket fuel sales ~~increased 21.4%~~decreased 6.5% in the first ~~three~~two quarters of ~~2018,~~2019, compared to the first ~~three~~two quarters of ~~2017,~~2018, primarily due to ~~an increase~~a decrease in fuel gallons sold of 4.3% and a decrease in the average retail fuel price of ~~19.0% and an increase in fuel gallons sold of 1.9%~~2.3%. The ~~increase~~decrease in the average retail fuel price was caused by ~~an increase~~a decrease in the product cost of fuel.

22
We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations, Kroger Specialty Pharmacy businesses ~~jewelry~~ and ship-to-home solutions. We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. Additionally, sales from all acquired businesses are treated as identical as if they were part of the Company in the prior year. Products and services related primarily to Kroger Personal Finance, which were historically accounted for as an offset to OG&A, are classified as a component of sales as of the beginning of fiscal year 2019. These prior-year amounts have been reclassified to conform to current-year presentation, which is consistent with our Restock Kroger initiative and our view of the products and services as part of our core business strategy. This is also more consistent with industry practice. These Kroger Personal Finance transactions represent sales to retail customers and, as such, are included in identical sales in 2019 and 2018. This change increased identical sales by 2 basis points in the second quarter of 2019 and 5 basis points in the second quarter of 2018. This change increased identical sales by 2 basis points in the first two quarters of 2019 and 6 basis points in the first two quarters of 2018. See “Supplemental Information” section below for more detail on the changes and the impact of the reclassification. Although identical sales is a relatively standard term, numerous methods exist for calculating identical sales growth. As a result, the method used by our management to calculate identical sales may differ from methods other companies use to calculate identical sales. We urge you to understand the methods used by other companies to calculate identical sales before comparing our identical sales to those of other such companies. ~~Certain pharmacy fees recorded as a reduction of sales have been comparatively reflected in the identical sales calculation.~~  Our identical sales results are summarized in the following table. We used the identical sales dollar figures presented below to calculate percentage changes for the ~~third~~second quarter and first ~~three~~two quarters of ~~2018.~~2019.

22

Identical Sales
($ in millions)

Second Quarter Ended

August 17,

Percentage

August 18,

Percentage


2019

Change⁽¹⁾

2018

Change⁽²⁾

Excluding fuel centers

$
24,299

2.2
%
$
23,768

1.6
%

Third Quarter Ended

November 10,

Percentage

November 4,

Percentage


2018

Change (1)

2017

Change (2)

Excluding fuel centers

$
23,323

1.6
%
$
22,945

1.3
%
(1)
~~(1)~~
This column represents the percentage change in identical sales in the ~~third~~second quarter of ~~2018,~~2019, compared to the ~~third~~second quarter of ~~2017.~~
2018.
(2)
~~(2)~~
This column represents the percentage change in identical sales in the ~~third~~second quarter of ~~2017,~~2018, compared to the ~~third~~second quarter of ~~2016.~~
2017.

Two Quarters Ended

August 17,

Percentage

August 18,

Percentage


2019

Change⁽¹⁾

2018

Change⁽²⁾

Excluding fuel centers

$
56,432

1.8
%
$
55,439

1.8
%

Three Quarters Ended

November 10,

Percentage

November 4,

Percentage


2018

Change (1)

2017

Change (2)

Excluding fuel centers

$
77,374

1.7
%
$
76,065

0.6
%
(1)
~~(1)~~
This column represents the percentage change in identical sales in the first ~~three~~two quarters of ~~2018,~~2019, compared to the first ~~three~~two quarters of ~~2017.~~
2018.
(2)
~~(2)~~
This column represents the percentage change in identical sales in the first ~~three~~two quarters of ~~2017,~~2018, compared to the first ~~three~~two quarters of ~~2016.~~
2017.

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 ~~21.59%~~21.87% for the ~~third~~second quarter of 2019, compared to 21.55% for the second quarter of 2018. The increase in the second quarter of 2019, compared to the second quarter of 2018, ~~as compared to 22.41% for the third quarter of 2017. The decrease in the third quarter of 2018, compared to the third quarter of 2017,~~ resulted primarily from a higher gross margin rate on fuel sales, decreased shrink, as a percentage of sales, growth in our alternative profit stream portfolio and effective negotiations to achieve savings on the ~~timing and size~~cost of products sold, partially offset by industry-wide lower gross margin rates in pharmacy, continued investments in lower prices for our customers, a higher LIFO charge, continued growth in the specialty pharmacy business and increased ~~transportation and advertising~~warehouse costs, as a percentage of sales, ~~growth~~due to cycling of ~~the specialty pharmacy business~~costs associated with new warehouses and ~~a higher LIFO charge, partially offset by improved merchandise costs, growth in~~ ~~Our Brands~~ ~~products which have a higher gross margin compared to national brand products, and decreased shrink, as a percentage of sales.~~new warehouse capabilities.

Our gross margin rate, as a percentage of sales, was ~~21.57%~~22.06% for the first ~~three~~two quarters of ~~2018, as~~2019, compared to ~~22.05%~~21.82% for the first ~~three~~two quarters of ~~2017.~~2018. The ~~decrease~~increase in the first ~~three~~two quarters of ~~2018,~~2019, compared to the first ~~three~~two quarters of ~~2017,~~2018, resulted primarily from a higher gross margin rate on fuel sales, decreased shrink, as a percentage of sales, growth in our alternative profit stream portfolio and effective negotiations to achieve savings on the cost of products sold, partially offset by industry-wide lower gross margin rates in pharmacy, continued investments in lower prices for our customers, a higher LIFO charge, continued growth in the specialty pharmacy business and increased ~~transportation and advertising~~warehouse costs, as a percentage of sales, ~~partially offset by improved merchandise~~due to cycling of costs ~~growth in~~ ~~Our Brands~~ ~~products which have a higher gross margin compared to national brand products,~~associated with new warehouses and ~~decreased shrink, as a percentage of sales.~~new warehouse capabilities.

Our LIFO charge was $30 million for the second quarter of 2019 compared to $12 million for the ~~third~~second quarter of ~~2018 compared to $3 million for the third quarter of 2017.~~2018. Our LIFO charge was ~~$38 million for the first three quarters of 2018 compared to~~ $46 million for the first ~~three~~two quarters of ~~2017.  Our decreased LIFO charge~~2019 compared to $27 million for the first ~~three~~two quarters of ~~2018, compared to the first three quarters of 2017,~~2018. Our LIFO charge reflects an increase in our ~~lower~~ expected annualized product cost inflation ~~through three quarters of 2018 compared to 2017, primarily related to pharmacy.~~ for 2019, driven by dry grocery, pharmacy and dairy.

23

Our FIFO gross margin rate, which excludes the ~~third~~second quarter LIFO charge, was ~~21.63%~~21.98% for the ~~third~~second quarter of ~~2018, as~~2019, compared to ~~22.42%~~21.59% for the ~~third~~second quarter of ~~2017.~~2018. Our fuel sales lower our FIFO gross margin rate due to the very low FIFO gross margin rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel, our FIFO gross margin rate decreased 9129 basis points in the ~~third~~second quarter of ~~2018,~~2019, compared to the ~~third~~second quarter of ~~2017.~~2018. This decrease resulted primarily from ~~our~~industry-wide lower gross margin ~~rate,~~rates in pharmacy, continued investments in lower prices for our customers, continued growth in the specialty pharmacy business and increased warehouse costs, as a percentage of sales, due to cycling of costs associated with new warehouses and new warehouse capabilities, partially offset by decreased shrink, as a percentage of sales, growth in our alternative profit stream portfolio and effective negotiations to achieve savings on the cost of products sold. Excluding fuel and retail pharmacy, our FIFO gross margin decreased 12 basis points in the second quarter of 2019, compared to the second quarter of 2018. Our FIFO gross margin investment, excluding fuel and retail pharmacy, that occurred in the ~~effect~~second quarter of 2019 has decelerated compared to the ~~LIFO charge and fuel, which has been described above.~~prior three quarters.

Our FIFO gross margin rate, which excludes the first ~~three~~two quarters LIFO charge, was ~~21.62%~~22.13% for the first ~~three~~two quarters of ~~2018, as~~2019, compared to ~~22.11%~~21.86% for the first ~~three~~two quarters of ~~2017.  Our fuel sales lower our FIFO gross margin rate due to the very low FIFO gross margin rate, as a percentage of sales, of fuel sales compared to non-fuel sales.~~2018. Excluding the effect of fuel, our FIFO gross margin rate decreased 4336 basis points in the first ~~three~~two quarters of ~~2018,~~2019, compared to the first ~~three~~two quarters of ~~2017.~~2018. This decrease resulted primarily from ~~our~~industry-wide lower gross margin ~~rate, excluding~~rates in pharmacy, continued investments in lower prices for our customers, continued growth in the ~~effect~~specialty pharmacy business and increased warehouse costs, as a percentage of sales, due to cycling of costs associated with new warehouses and new warehouse capabilities, partially offset by decreased shrink, as a percentage of sales, growth in our alternative profit stream portfolio and effective negotiations to achieve savings on the ~~LIFO charge~~cost of products sold. Excluding fuel and ~~fuel, which has been described above.~~retail pharmacy, our FIFO gross margin decreased 13 basis points in the first two quarters of 2019, compared to the first two quarters of 2018.

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, were ~~16.47%~~17.08% for the ~~third~~second quarter of 2019, compared to 16.82% for the second quarter of 2018. The increase in the second quarter of 2019, compared to the second quarter of 2018 ~~as compared to 16.94% for the third quarter of 2017.  This decrease~~ resulted primarily from ~~effective cost controls due to process changes, decreased multi-employer pension plan costs and decreases in incentive plan costs and utilities, partially offset by~~the 2019 Second Quarter OG&A Adjusted Items, investments in our digital strategy, increases in hourly associate labor costs attributed to investing in higher wages and ~~increased healthcare~~other comprehensive benefits to improve employee retention, engagement and customer experience and the effect of decreased fuel sales, which increases our OG&A rate, as a percentage of sales, partially offset by the execution of Restock Kroger initiatives that drive administrative efficiencies, store productivity and sourcing cost reductions and decreased incentive plan costs.  Our multi-employer pension plan costs decreased in the third quarter of 2018, compared to the third quarter of 2017, due to our incremental contribution of $111 million, $69 million net of tax, to the UFCW Consolidated Pension Plan in the third quarter of 2017 (“2017 UFCW Contribution”). 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 and the ~~2017 UFCW Contribution,~~2019 Second Quarter OG&A Adjusted Items, our OG&A rate decreased 2014 basis points in the ~~third~~second quarter of ~~2018,~~2019, compared to the ~~third~~second quarter of ~~2017.~~2018. This decrease resulted primarily from ~~effective~~the execution of Restock Kroger initiatives that drive administrative efficiencies, store productivity and sourcing cost ~~controls due to process changes~~reductions and ~~decreases in~~decreased incentive plan costs, ~~and utilities,~~ partially offset by investments in our digital strategy and ~~increased healthcare costs.~~increases in hourly associate labor costs attributed to investing in higher wages and other comprehensive benefits to improve employee retention, engagement and customer experience.

24

OG&A expenses, as a percentage of sales, were ~~16.43% for the first three quarters of 2018, as compared to~~ 17.01% for the first ~~three~~two quarters of ~~2017.  This decrease~~2019, compared to 16.69% for the first two quarters of 2018. The increase in the first two quarters of 2019, compared to the first two quarters of 2018 resulted primarily from ~~effective cost controls due to process changes, decreased utilities,~~the 2019 OG&A Adjusted Items, the 2018 OG&A Adjusted Item, the ~~2017~~effect of decreased supermarket fuel and convenience store sales, which increases our OG&A rate, as a percentage of sales, investments in our digital strategy and increases in hourly associate labor costs attributed to investing in higher wages and other comprehensive benefits to improve employee retention, engagement and customer experience, partially offset by the execution of Restock Kroger initiatives that drive administrative efficiencies, store productivity and sourcing cost reductions, planned real estate transactions during the first quarter of 2019 and decreased incentive plan costs. Excluding the effect of fuel, the 2019 OG&A Adjusted Items and the ~~2017 UFCW Contribution,~~2018 OG&A Adjusted Item, our OG&A rate decreased 13 basis points in the first two quarters of 2019, compared to the first two quarters of 2018. This decrease resulted primarily from the execution of Restock Kroger initiatives that drive administrative efficiencies, store productivity and sourcing cost reductions, planned real estate transactions during the first quarter of 2019 and decreased incentive plan costs, partially offset by investments in our digital strategy and ~~increased incentive plan~~increases in hourly associate labor costs attributed to investing in higher wages and ~~credit card fees. Excluding~~other comprehensive benefits to improve employee retention, engagement and customer experience.

During the second quarter of 2019, we accepted an offer to sell an unused warehouse that had been on the market for some time. We used this gain as an opportunity to contribute a similar amount into the UFCW Consolidated Pension Plan, helping stabilize associates’ future benefits. The net impact of these transactions had no effect ~~of fuel, the 2018~~to OG&A ~~Adjusted Item,~~for the ~~2017 Adjusted Items,~~second quarter and ~~the 2017 UFCW Contribution, our OG&A rate increased 6 basis points in the~~ first ~~three~~two quarters of ~~2018,~~2019.

Rent Expense

Rent expense, as a percentage of sales, remained relatively consistent in both the second quarter and first two quarters of 2019, compared to the ~~first three quarters of 2017.  This increase resulted primarily from increased incentive plan costs~~same periods in 2018.

Depreciation and ~~credit card fees, partially offset by effective cost controls due to process changes.~~Amortization Expense

~~Rent Expense~~
~~Rent~~Depreciation and amortization expense increased, as a percentage of sales, ~~for~~in the ~~third~~second quarter of ~~2018~~2019, compared to the ~~third~~second quarter of ~~2017.~~2018. This increase ~~resulted~~is primarily ~~from the sale of our convenience store business unit, which had a lower rent expense, as a percentage of sales.~~
Rent expense decreased, as a percentage of sales, for the first three quarters of 2018 compared to the first three quarters of 2017.  This decrease resulted primarily from decreased closed store liabilities, partially offset by the sale of our convenience store business unit, which had a lower rent expense, as a percentage of sales.
24
~~Depreciation and Amortization Expense~~
~~Depreciation and amortization expense decreased, as a percentage of sales, in both the third quarter and first three quarters of 2018, compared to the same periods of 2017,~~ due to ~~higher~~lower fuel sales, which ~~decreases~~increases our depreciation expense as a percentage of sales, ~~partially offset by~~and additional depreciation on capital investments, excluding mergers and lease buyouts, of $3.0 billion, during the rolling four quarter period ending with the ~~third~~second quarter of ~~2018.~~2019.

Depreciation and amortization expense increased, as a percentage of sales, in the first two quarters of 2019, compared to the first two quarters of 2018. This increase is primarily due to lower fuel sales, which increases our depreciation expense as a percentage of sales, the 2018 Depreciation Adjusted Item and additional depreciation on capital investments, excluding mergers and lease buyouts, of $3.0 billion, during the rolling four quarter period ending with the second quarter of 2019.

Operating Profit and FIFO Operating Profit

Operating profit was ~~$647~~$559 million, or ~~2.34%~~1.98% of sales, for the ~~third~~second quarter of ~~2018,~~2019, compared to ~~$747~~$549 million, or ~~2.69%~~1.96% of sales, for the ~~third~~second quarter of ~~2017.~~2018. Operating profit, as a percentage of sales, ~~decreased 35~~increased 2 basis points in the ~~third~~second quarter of 2019, compared to the second quarter of 2018, ~~compared to the third quarter of 2017,~~ due to a ~~lower~~higher gross margin rate, ~~a higher LIFO charge and increased rent expense, as a percentage of sales,~~ partially offset by ~~decreased~~increased OG&A and depreciation and amortization expenses, as a percentage of sales.

Operating profit was ~~$2.2~~$1.5 billion, or ~~2.39%~~2.23% of sales, for the first ~~three~~two quarters of ~~2018,~~2019, compared to ~~$2.1~~$1.6 billion, or ~~2.25%~~2.40% of sales, for the first ~~three~~two quarters of ~~2017.~~2018. Operating profit, as a percentage of sales, ~~increased 14~~decreased 17 basis points in the first ~~three~~two quarters of ~~2018,~~2019, compared to the first ~~three quarters of 2017, due to decreased OG&A, rent and depreciation and amortization expenses, as a percentage of sales, and a lower LIFO charge, partially offset by a lower gross margin rate.~~
FIFO operating profit was $659 million, or 2.38% of sales, for the third quarter of 2018, compared to $750 million, or 2.70% of sales, for the third quarter of 2017.  FIFO operating profit, as a percentage of sales, excluding fuel decreased 26 basis points in the third quarter of 2018, compared to the third quarter of 2017, due to a lower gross margin rate and increased rent expense, as a percentage of sales, partially offset by decreased OG&A expense, as a percentage of sales.
~~FIFO operating profit was $2.3 billion, or 2.43% of sales, for the first three~~two quarters of 2018, compared to $2.1 billion, or 2.30% of sales, for the first three quarters of 2017.  FIFO operating profit, as a percentage of sales, excluding fuel, the 2018 and 2017 Adjusted Items and the 2017 UFCW Contribution, decreased 48 basis points in the first three quarters of 2018, compared to the first three quarters of 2017, due to ~~a lower gross margin rate and~~ increased OG&A and depreciation and amortization expenses, as a percentage of sales, partially offset by a higher gross margin rate.

25

FIFO operating profit was $589 million, or 2.09% of sales, for the second quarter of 2019, compared to $561 million, or 2.00% of sales, for the second quarter of 2018. FIFO operating profit excluding the 2019 Second Quarter Adjusted Items increased 10.6% in the second quarter of 2019, compared to the second quarter of 2018, due to increased fuel earnings, partially offset by decreased ~~rent~~pharmacy gross profit, increased depreciation and amortization and OG&A expenses, as a percentage of sales. 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 and the 2019 and 2018 Second Quarter Adjusted Items decreased 14 basis points in the second quarter of 2019, compared to the second quarter of 2018, due to a lower gross margin rate and increased depreciation and amortization expenses, as a percentage of sales, partially offset by decreased OG&A expenses, as a percentage of sales.

FIFO operating profit was $1.5 billion, or 2.30% of sales, for the first two quarters of 2019, compared to $1.6 billion, or 2.44% of sales, for the first two quarters of 2018. FIFO operating profit excluding the 2019 and 2018 Adjusted Items remained relatively consistent in the first two quarters of 2019, compared to the first two quarters of 2018. FIFO operating profit, as a percentage of sales excluding fuel and the 2019 and 2018 Adjusted Items decreased 25 basis points in the first two quarters of 2019, compared to the first two quarters of 2018, due to a lower gross margin rate and increased depreciation and amortization expense, as a percentage of sales, partially offset by lower OG&A expense, as a percentage of sales.

Specific factors of the above operating trends under operating profit and FIFO operating profit are discussed earlier in this section.

Income Taxes

The effective income tax rate was ~~22.8%~~24.5% in the ~~third~~second quarter of ~~2018,~~2019, compared to ~~35.6%~~20.2% in the ~~third~~second quarter of ~~2017.~~2018. The effective income tax rate was 23.3% for the first two quarters of 2019, compared to 22.8% for the first two quarters of 2018. The effective income tax rate for the ~~third~~second quarter of 2019 and the first two quarters of 2019 differed from the federal statutory rate due to the effect of state income taxes and tax expense related to share-based payments, partially offset by the utilization of tax credits and deductions. The effective income tax rate for the second quarter of 2018 differed from the federal statutory rate ~~primarily~~ due to the utilization of tax credits and deductions and the benefit from favorable settlements of certain state tax items, partially offset by the effect of state income ~~taxes and an IRS audit that resulted in a reduction~~taxes. The effective income tax rate for the first two quarters of ~~prior year tax deductions at pre-Tax Reform rates and an increase in future tax deductions at post-Tax Reform rates,~~2018 differed from the federal statutory rate due the effect of state income taxes, partially offset by the utilization of tax credits and deductions and favorable provision to return adjustments.  The rate for the third quarter of 2018 is lower than the rate for the third quarter of 2017 primarily due to a reduction in the federal statutory rate enacted by the Tax Cuts and Jobs Act.
The effective income tax rate was 22.8% for the first three quarters of 2018, compared to 34.8% for the first three quarters of 2017. The effective income tax rate for the first three quarters of 2018 differed from the federal statutory rate primarily due to the effect of state income taxes and an IRS audit that resulted in a reduction of prior year tax deductions at pre-Tax Reform rates and an increase in future tax deductions at post-Tax Reform rates, partially offset by the utilization of tax credits and deductions, favorable provision to return adjustments and the benefit from favorable settlements of certain state tax items. The rate for the first three quarters of 2018 is lower than the rate for the first three quarters of 2017 primarily due to a reduction in the federal statutory rate enacted by the Tax Cuts and Jobs Act.
25

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 ~~$0.39~~$0.37 per diluted share for the ~~third~~second quarter of ~~2018~~2019 represented a decrease of ~~11.4%~~40.3% from net earnings of $0.62 per diluted share for the second quarter of 2018. Adjusted net earnings of $0.44 per diluted share for the ~~third~~second quarter of ~~2017. Adjusted operating~~2019 represented an increase of 7.3% from adjusted net earnings of ~~$0.48~~$0.41 per diluted share for the ~~third~~second quarter of ~~2018 represented an increase of 9.1% from adjusted operating net earnings of $0.44 per diluted share for the third quarter of 2017.~~2018. The increase in adjusted ~~operating~~ net earnings per diluted share resulted primarily from ~~lower~~increased fuel earnings and decreased interest expense, partially offset by decreased pharmacy gross profit, higher income tax expense and a higher LIFO charge.

Net earnings of $1.31 per diluted share for the first two quarters of 2019 represented a decrease of 56.8% from net earnings of $3.03 per diluted share for the first two quarters of 2018. Adjusted net earnings of $1.16 per diluted share for the first two quarters of 2019 represented an increase of 0.9% from adjusted net earnings of $1.15 per diluted share for the first two quarters of 2018. The increase in adjusted net earnings per diluted share resulted primarily from increased fuel earnings, decreased interest expense and lower weighted average common shares outstanding due to common share repurchases, partially offset by ~~lower FIFO operating~~decreased pharmacy gross profit, a higher ~~LIFO charge and increased interest expense.~~
Net earnings of $3.43 per diluted share for the first three quarters of 2018 represented an increase of 198.3% from net earnings of $1.15 per diluted share for the first three quarters of 2017. Adjusted operating net earnings of $1.63 per diluted share for the first three quarters of 2018 represented an increase of 15.6% from adjusted operating net earnings of $1.41 per diluted share for the first three quarters of 2017. The increase in adjusted operating net earnings per diluted share resulted primarily from a lower LIFO charge, lower income tax expense and ~~lower weighted average common shares outstanding due to common share repurchases, partially offset by lower FIFO operating profit and increased interest expense.~~a higher LIFO charge.

26

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Information

Net cash provided by operating activities

We generated ~~$3.7~~$3.3 billion of cash from operations during both the first ~~three~~two quarters of 2018 compared to $3.1 billion during the first three quarters of 2017.  The increase in net cash provided by operating activities in the first three quarters of 2018, compared to the first three quarters of 2017, resulted primarily from an increase in net2019 and 2018. Net earnings including noncontrolling interests, ~~positive changes~~adjusted for non-cash items and other impacts, generated approximately $2.5 billion of operating cash flow in ~~working capital and reduced contributions~~the first two quarters of 2019 compared to $1.9 billion in the ~~company sponsored pension plans, partially offset by non-cash adjustments for the gain on sale~~first two quarters of ~~our convenience store business unit and the mark to market gain on Ocado securities.~~
2018. Cash provided by operating activities for changes in working capital was ~~$942~~$845 million in the first ~~three~~two quarters of ~~2018~~2019 compared to ~~$526 million~~$1.4 billion in the first ~~three~~two quarters of ~~2017.~~ 2018. The ~~increase~~decrease in cash provided by operating activities for changes in working capital in the first ~~three~~two quarters of ~~2018,~~2019, compared to ~~2017,~~the first two quarters of 2018, was primarily due to the following:

·
●
A decrease in ~~store deposits in-transit due to decreased sales~~the change in prepaid medical benefit costs at the ~~last few days~~end of the ~~third~~second quarter of ~~2018~~2019, compared to the end of the ~~fourth~~second quarter of ~~2017;~~
2018;

·
●
~~Increases in accrued incentive plan costs and accrued payroll due to the timing of our quarter end date; and~~
·
~~Positive working capital~~Reduced cash flow related to income taxes receivable and payable as a result of ana prior year overpayment of
our fourth quarter 2017 estimated taxes and our estimated taxes on the gain on sale of our convenience store business unit; and
~~our fourth quarter 2017 estimated taxes and our estimated taxes on the gain on sale of our convenience~~
~~store business unit; partially offset by~~
·
●
~~Higher third-party payor receivables due to increasing pharmacy sales and the timing of third-party payments;~~
Payments on operating lease liabilities; partially offset by

·
●
~~Increased inventory purchases due to store growth and new distribution centers.~~
Proceeds from a contract associated with the sale of a business.

Cash paid for taxes increased in the first ~~three~~two quarters of ~~2018,~~2019, compared ~~with~~to the first ~~three~~two quarters of ~~2017,~~2018, primarily due to the payment of estimated taxes on the gain on sale of the You Technology and Turkey Hill Dairy businesses in the first two quarters of 2019 and an overpayment of our ~~convenience store business unit and~~fourth quarter 2017 estimated taxes that resulted in lower ~~estimated~~ tax payments in the first ~~three~~two quarters of ~~2017 due to the $1 billion, $650 million net of tax, pension contribution made in 2017.~~2018.
26

Net cash ~~used~~(used) provided by investing activities

Investing activities used cash of ~~$630~~$1.0 billion in the first two quarters of 2019 compared to cash provided by investing activities of $128 million in the first ~~three~~two quarters of ~~2018 compared to $2.0 billion~~2018. We used cash in investing activities in the first ~~three~~two quarters of ~~2017.  The amount of~~2019 compared to cash ~~used~~provided by investing activities ~~decreased~~ in the first ~~three~~two quarters of 2018, ~~compared to the first three quarters of 2017,~~ primarily due to the ~~net proceeds from the sale of our convenience store business unit, partially offset by the payment for our merger with Home Chef and the purchases of Ocado securities.~~following:

● A lower amount of net proceeds from the sale of businesses, since the proceeds from the sale of the convenience store business exceeded the proceeds from the sales of the Turkey Hill Dairy and You Technology businesses; partially offset by

● Increased proceeds from the sale of assets due to the sale of an unused warehouse and proceeds from sale leaseback transactions;

● No payments for purchases of Ocado securities in the first two quarters of 2019; and

● No acquisitions in the first two quarters of 2019.

Net cash used by financing activities

We used ~~$3.0~~$2.0 billion of cash for financing activities in the first ~~three~~two quarters of ~~2018~~2019 compared to ~~$1.0~~$3.4 billion during the first ~~three~~two quarters of ~~2017.~~2018. The amount of cash used for financing activities for the first ~~three~~two quarters of ~~2018,~~2019, compared to the first ~~three~~two quarters of ~~2017, increased $2.0 billion~~2018, decreased primarily due to ~~increased~~decreased payments on commercial paper and share repurchases, partially offset by increased payments on long-term debt including obligations under finance leases and a ~~decrease in~~reduction of proceeds from the issuance of long-term ~~debt, partially offset by a reduction in payments on long-term~~ debt.  We used a portion of the proceeds from the sale of our convenience store business unit to pay down outstanding commercial paper borrowings and fund a $1.2 billion ASR program, which was completed in the second quarter of 2018.

27

Debt Management

Asof ~~November 10, 2018,~~August 17, 2019, we maintained a $2.75 billion (with the ability to increase by $1 billion), unsecured revolving credit facility that, unless extended, terminates on August 29, 2022. 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 10, 2018,~~August 17, 2019, we had ~~$635 million of~~no outstanding commercial paper and no borrowings under our revolving credit facility. The outstanding letters of credit that reduce funds available under our credit facility totaled $5$3 million as of ~~November 10, 2018.~~August 17, 2019.

Our bank credit facility and the indentures underlying our publicly issued debt contain various financial covenants. As of ~~November 10, 2018,~~August 17, 2019, 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~~obligations under finance leases, ~~and lease-financing obligations,~~ decreased ~~$571 million~~$1.7 billion as of ~~November 10, 2018~~August 17, 2019 compared to our fiscal year end ~~2017~~2018 debt of ~~$15.6~~$15.2 billion. ~~The~~This decrease ~~in 2018, compared to 2017,~~ resulted primarily from net payments on commercial paper borrowings of ~~$1.5 billion~~$800 million and the ~~payment of $200 million of senior notes bearing an interest rate of 7.00%, partially offset by the issuance~~repayment of our $1.0 billion term loan that has a variable interest rate.  The variable interest rate on the term loan was 3.09% as of November 10, 2018.  The sale of our convenience store business unit allowed us to pay down debt and fund our ASR program.loan.

~~Interest Rate Risk Management~~
We are exposed to market risk from fluctuations in interest rates. We manage our exposure to interest rate fluctuations through the use of a commercial paper program, interest rate swaps (fair value hedges) and forward-starting interest rate swaps (cash flow hedges). Our current program relative to interest rate protection contemplates hedging the exposure to changes in the fair value of fixed-rate debt attributable to changes in interest rates. To do this, we use the following guidelines: (i) use average daily outstanding borrowings to determine annual debt amounts subject to interest rate exposure, (ii) limit the average annual amount subject to interest rate reset and the amount of floating rate debt to a combined total amount that represents 25% of the carrying value of our debt portfolio or less, (iii) include no leveraged products, and (iv) hedge without regard to profit motive or sensitivity to current mark-to-market status.
~~We review compliance with these guidelines annually with the Financial Policy Committee of the Board of Directors. These guidelines may change as our needs dictate.~~
27
Common Share Repurchase Program

During the ~~third~~second quarter of ~~2018,~~2019, we invested ~~$17~~$8 million to repurchase ~~582~~354 thousand Kroger common shares at an average price of ~~$30.03~~$22.37 per share. For the first ~~three~~two quarters of ~~2018,~~2019, we invested ~~$2.0 billion~~$23 million to repurchase ~~78.4 million~~918 thousand Kroger common shares at an average price of ~~$25.44~~$25.02 per share. The shares repurchased in the first ~~three~~two quarters of ~~2018~~2019 were reacquired under ~~two separate share repurchase programs.  The first is a series of Board of Director authorizations:~~
·
~~On June 22, 2017, our Board of Directors approved a $1.0 billion share repurchase~~ ~~program~~ ~~(the “June 2017 Repurchase Program”)~~. ~~This program was exhausted during the first quarter of 2018.~~
·
On March 15, 2018, our Board of Directors approved a $1.0 billion share repurchase program, to supplement the June 2017 Repurchase Program, to reacquire shares via open market purchase or privately negotiated transactions, including accelerated stock repurchase transactions, block trades, or pursuant to trades intending to comply with rule 10b5-1 ~~of the Securities Exchange Act of 1934~~ ~~(the “March 2018 Repurchase Program”).~~
·
~~On April 19, 2018, our Board of Directors approved a $1.2 billion ASR program to reacquire shares in privately negotiated transactions.  This program was exhausted during the second quarter of 2018.~~
~~As of November 10, 2018, there was $546 million remaining under the March 2018 Repurchase 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.

~~Dividends~~On March 15, 2018, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, including accelerated stock repurchase transactions, block trades, or pursuant to trades intending to comply with rule 10b5-1 of the Securities Exchange Act of 1934 (the “March 2018 Repurchase Program”). As of August 17, 2019, $546 million remained under the March 2018 Repurchase Program.

We paid dividends of $113 million for the third quarter of 2018 and $324 million for the first three quarters of 2018.  We paid dividends of $113 million for the third quarter of 2017 and $333 million for the first three quarters of 2017.  Dividends ~~declared~~

The following table provides dividend information ($ in millions, except per ~~common~~ share was $0.140 for the third quarter of 2018, compared to $0.125 for the third quarter of 2017.  Dividends declared per common share was $0.405 for the first three quarters of 2018, compared to $0.370 for the first three quarters of 2017.  We currently expect to continue to pay comparable cash dividends on a quarterly basis, that will increase over time, depending on our net earnings and other factors, including approval by our Board.amounts):

Second Quarter Ended

August 17,

August 18,

2019

2018
Cash dividends paid
$
113

$
101
Cash dividends paid per common share
$
0.140

$
0.125

Two Quarters Ended

August 17,

August 18,

2019

2018
Cash dividends paid
$
226

$
211
Cash dividends paid per common share
$
0.280

$
0.250

28

Liquidity Needs

We estimate our liquidity needs over the next twelve-month period to approximate ~~$6.6~~$4.5 billion, which includes anticipated requirements for working capital, capital investments, 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 ~~2018.~~2019. We generally operate with a working capital deficit due to our efficient use of cash in funding operations and because we have consistent access to the capital markets. 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 ~~$1.6~~$1.3 billion of senior notes ~~$635 million of commercial paper and the $1.0 billion term loan~~ maturing in the next twelve months, which are included in the ~~$6.6~~$4.5 billion of estimated liquidity needs. We expect to satisfy these obligations using cash generated from operations ~~or asset sales~~ and through issuing additional senior notes ~~a term loan~~ or commercial ~~paper on favorable terms based on our past experience.~~paper. 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 ~~$782~~$676 million for both the ~~third~~second quarter of ~~2018, compared to $658 million for~~2019 and the ~~third~~second quarter of ~~2017.~~2018. Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled ~~$2.3~~$1.6 billion in ~~both~~ the first ~~three~~two quarters of ~~2018~~2019 and $1.5 billion in the first ~~three~~two quarters of ~~2017.~~2018. During the rolling four quarter period ended with the ~~third~~second quarter of ~~2018,~~2019, we opened, expanded, relocated or ~~relocated~~acquired 27 supermarkets and also completed ~~165~~174 major within-the-wall remodels. Total supermarket square footage at the end of the ~~third~~second quarter of ~~2018~~2019 increased ~~0.1%~~0.3% from the end of the ~~third~~second quarter of ~~2017.~~2018. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the ~~third~~second quarter of ~~2018~~2019 increased ~~0.9%~~0.6% over the end of the ~~third~~second quarter of ~~2017.~~2018.
28

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 February ~~3, 2018.~~ 2, 2019.

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~~NEW ACCOUNTING STANDARDS

~~On February 4, 2018, we~~Refer to Note 5 and Note 6 to the Consolidated Financial Statements for recently adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” which superseded previous revenue recognition guidance. Topic 606 is a comprehensive new revenue recognition model that requires a company to recognize revenue when goodsaccounting standards and recently issued accounting standards not yet adopted as of August 17, 2019.

29

SUPPLEMENTAL INFORMATION

Sales Reclassification

Products and services related primarily to Kroger Personal Finance and Media, which were historically accounted for as an offset to OG&A, are transferred to the customer in an amount that is proportionate to what has been delivered at that point and that reflects the consideration to which the company expects to be entitled for those goods or services.  We adopted the standard usingclassified as a modified retrospective approach with the adoption primarily involving the evaluation of whether we act as principal or agent in certain vendor arrangements where the purchase and sale of inventory are virtually simultaneous.  We will continue to record revenue and related costs on a gross basis for the arrangements. The adoption of the standard did not have a material effect on our Consolidated Statements of Operations, Consolidated Balance Sheets or Consolidated Statements of Cash Flows.
In March 2017, the FASB issued ASU "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07).” ASU 2017-07 requires an employer to report the service cost component of retiree benefits in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented separately from the service cost component and outside a subtotal of income from operations.  We adopted ASU 2017-07 on February 4, 2018 and retrospectively applied it to all periods presented. As a result, retiree benefit plan interest expense, investment returns, settlements and other non-service cost components of retiree benefit expenses are excluded from our operating profit subtotal as reported in our Consolidated Statements of Operations, but remain included in net earnings before income tax expense.  Due to the adoption, we reclassified $7 million for the third quarter of 2017 and $21 million for the first three quarters of 2017, of non-service company-sponsored pension plan costs from operating profit to other income (expense) on our Consolidated Statements of Operations. Information about retiree benefit plans' interest expense, investment returns and other components of retiree benefit expenses can be found in Note 4 to our Consolidated Financial Statements.
In January 2016, the FASB issued “Financial Instruments–Overall (Topic 825),” which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments (ASU 2016-01). We adopted this ASU on February 4, 2018.  As a result of the adoption, we recorded a mark to market gain (loss) on Ocado securities, for those securities we ownedsales as of the ~~end~~beginning of fiscal year 2019, except for certain amounts in Media, which are netted against merchandise costs. These prior-year amounts have been reclassified to conform to current-year presentation, which is consistent with our Restock Kroger initiative and our view of the ~~third~~products and services as part of our core business strategy. This is also more consistent with industry practice.

The following tables summarize the Company's second quarter and first two quarters of 2018 ~~within the Consolidated Statements of Operations as opposed to a component of Other Comprehensive Income on our Consolidated Statements of Comprehensive Income.~~ sales reclassifications ($ in millions):

Second Quarter Ended

Previously Stated

Reclassification

Reclassified

August 18,

August 18,

2018

2018

2018
Sales
$
27,869

$
145

$
28,014

Operating expenses

Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below

21,930

46

21,976
Operating, general and administrative

4,612

99

4,711
Rent

204

—

204
Depreciation and amortization

574

—

574

Operating profit
$
549

$
—

$
549

Two Quarters Ended

Previously Stated

Reclassification

Reclassified

August 18,

August 18,

2018

2018

2018
Sales
$
65,399

$
336

$
65,735

Operating expenses

Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below

51,293

102

51,395
Operating, general and administrative

10,734

234

10,968
Rent

480

—

480
Depreciation and amortization

1,315

—

1,315

Operating profit
$
1,577

$
—

$
1,577

29
~~RECENTLY ISSUED ACCOUNTING STANDARDS~~
In February 2016, the FASB issued ASU 2016-02, “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. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.  This guidance will be effective for us in the first quarter of our fiscal year ending February 1, 2020.  We plan to apply the transition package of practical expedients permitted within the standard, which allows us to carryforward our historical lease classification, and to apply the transition option which does not require application of the guidance to comparative periods in the year of adoption.  The adoption of this ASU will result in a material increase on our Consolidated Balance Sheets for lease liabilities and right-of-use assets.  While we are continuing to evaluate all potential impacts of the standard, we do not expect adoption to have a material impact on our consolidated net earnings or cash flows.  Our evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population, analyzing our accounting policies and assessing opportunities to make certain changes to our business processes and 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.
In February 2018, the FASB issued ASU 2018-02, “Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income.”  ASU 2018-02 amends ASC 220, “Income Statement - Reporting Comprehensive Income,” to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. In addition, under ASU 2018-02, we may be required to provide certain disclosures regarding stranded tax effects. ASU 2018-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the effect of this standard on our Consolidated Financial Statements.
~~SUPPLEMENTAL INFORMATION~~
~~Disaggregated Revenues~~
~~The following table presents sales revenue by type of product for the first, second, third and fourth quarters of 2017 and for the~~ ~~fiscal year ended February 3, 2018.  We included this information for comparability purposes to supplement the disaggregated revenue information included in Note 1.~~

Quarters Ended

Fiscal Year Ended

May 20, 2017

August 12, 2017

November 4, 2017

February 3, 2018

February 3, 2018

Amount

%
of total

Amount

%
of total

Amount

%
of total

Amount

%
of total

Amount

%
of total

Non Perishable (1)

$
17,927

49.4
%
$
13,536

49.1
%

$
13,698

49.4
%
$
15,711

50.6
%
$
60,872

49.6
%
Fresh (2)

8,775

24.2
%

6,745

24.4
%

6,439

23.2
%

7,182

23.2
%

29,141

23.8
%
Supermarket Fuel

3,817

10.5
%

2,927

10.6
%

3,141

11.3
%

3,292

10.6
%

13,177

10.7
%
Pharmacy

3,198

8.8
%

2,393

8.7
%

2,462

8.9
%

2,671

8.6
%

10,724

8.7
%
Convenience Stores

1,311

3.6
%

1,048

3.8
%

1,067

3.8
%

1,089

3.5
%

4,515

3.7
%
Other (3)

1,257

3.5
%

948

3.4
%

942

3.4
%

1,086

3.5
%

4,233

3.5
%

Total Sales and other revenue

$
36,285

100
%
$
27,597

100
%

$
27,749

100
%
$
31,031

100
%
$
122,662

100
%
~~(1)~~
~~Consists primarily of grocery, general merchandise, health and beauty care and natural foods.~~
~~(2)~~
~~Consists primarily of produce, floral, meat, seafood, deli, bakery and fresh prepared.~~
~~(3)~~
Consists primarily of sales related to jewelry stores, food production plants to outside parties, data analytic services, variable interest entities, specialty pharmacy, in-store health clinics, digital coupon services and other online sales not included in the categories above.
30

OUTLOOK
~~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 “achieve,” ~~“anticipate,~~“affect,” “believe,” ~~“can,~~“could,” ~~“commitment,” “continue,” “could,~~“effect,” “estimate,” “expect,” “future,” “goal,” ~~“growing,”~~ “growth,” “guidance,” ~~“intend,~~“incremental,” “likely,” “may,” “plan,” ~~“potential,” “predict,” “predicted,” “preliminary,” “projection,”~~ “range,” ~~“schedule,” “seek,” “should,~~“result,” “strategy,” “success,” “target,” ~~“will,~~“trend,” ~~“would,~~and “will,” 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 are targeting identical sales growth, excluding fuel, to range from 2.0% to 2.25% in 2019.

●
Our GAAP net earnings guidance range is ~~now $3.80~~$2.30 to ~~$3.95~~$2.40 per diluted share for ~~2018. The previous GAAP range was $3.88 to $4.03 per diluted share.~~The change in GAAP guidance is due to the third quarter market value adjustment of $0.09 per diluted share for our investment in Ocado shares and does not reflect any future changes in the market value of Ocado shares, which cannot be predicted.
2019.

·
●
On an adjusted basis, we ~~maintained~~maintain our ~~operating~~ net earnings guidance range of ~~$2.00~~$2.15 to ~~$2.15~~$2.25 per diluted share for ~~2018.~~
2019.

·
●
~~We also reconfirmed our identical sales guidance, excluding fuel, for the remainder of the year.~~ We expect ~~second half results~~FIFO operating profit to ~~be similar~~range from $2.8 billion to ~~first half results.~~
$2.9 billion for 2019.

·
●
~~We continue~~On an adjusted basis, we expect FIFO operating profit to ~~expect~~ ~~Restock Kroger~~range from $2.9 billion to ~~generate more than $6.5~~$3.0 billion ~~of Restock Kroger free cash flow over three years from 2018 to 2020.~~
for 2019.

·
● We expect our alternative profit stream portfolio to contribute an incremental $100 million in operating profit in 2019, compared to 2018.

● Due to current market conditions, we no longer expect a higher weighted average interest rate in 2019 compared to 2018.

● We ~~continue~~expect our 2019 tax rate to range from 22.9% to 23.4%. Excluding the 2019 Adjusted Items, we expect our 2019 tax rate to range from 22.3% to 22.8%. This guidance reflects typical tax adjustments and does not reflect changes to the rate from the completion of income tax audit examinations, which cannot be predicted.

● We expect capital investments, excluding mergers, acquisitions, and purchases of leased facilities, to ~~be approximately~~range between $3.0 billion and $3.2 billion in ~~2018.~~
2019.

·
●
We are not reconfirming the 3-year $400 million in incremental operating profit expectation. In November, we will give detailed 2020 annual guidance. We expect ~~our 2018 tax rate~~ to ~~be approximately 23%. Excluding the 2018 Adjusted Items, we expect our 2018 tax rate to be approximately 21%.~~
deliver FIFO operating profit growth in 2020 over 2019 confirmed guidance.

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.

31

·
●
Our ability to achieve sales, earnings, incremental FIFO operating profit and ~~Restock Kroger~~ free 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~~Our response to these actions; the state of the economy, including interest rates, the inflationary and deflationary trends in certain commodities, changes in tariffs, 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 uncertain pace of economic growth; 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, including growth of alternative revenue streams;~~plans; the ability to execute on Restock Kroger; and the successful integration of merged companies and new partnerships.

● Our ability to achieve ~~sales and earnings~~these 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.

·
●
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.

We cannot fully foresee the effects of changes in economic conditions on ~~Kroger’s~~our business. We have assumed economic and competitive situations will not change significantly in 2019.

Other factors and assumptions not identified above, including those discussed in Item 1A of this Report, 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. ~~Except as required by law, we~~We undertake no obligation to update the forward-looking information contained in this filing.  ~~Refer to Kroger's reports and filings with the SEC for a further discussion of these risks and uncertainties.~~

32

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 February ~~3, 2018.~~2, 2019.

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 10, 2018,~~August 17, 2019, 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 10, 2018,~~August 17, 2019, that has materially affected, or is reasonably likely to materially affect, Kroger’s internal control over financial reporting.

33

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.

34

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

(c)
ISSUER PURCHASES OF EQUITY SECURITIES

Maximum

Dollar Value of

Shares that May

Total Number of

Yet Be

Shares Purchased

Purchased

Total Number

Average

as Part of Publicly

Under the Plans

of Shares

Price Paid Per

Announced Plans

or Programs⁽⁴⁾

Period⁽¹⁾

Purchased⁽²⁾

Share

or Programs⁽³⁾

(in millions)

First four weeks

May 26, 2019 to June 22, 2019

93,917

$
24.04

92,602

$
546

Second four weeks

June 23, 2019 to July 20, 2019

1,554,249

$
21.89

221,048

$
546

Third four weeks

July 21, 2019 to August 17, 2019

40,863

$
22.55

40,745

$
546

Total

1,689,029

$
22.03

354,395

$
546

Maximum

Dollar Value of

Shares that May

Total Number of

Yet Be

Shares Purchased

Purchased

Total Number

Average

as Part of Publicly

Under the Plans

of Shares

Price Paid Per

Announced Plans

or Programs(4)

Period(1)

Purchased(2)

Share

or Programs(3)

(in millions)

First four weeks

August 19, 2018 to September 15, 2018

261,805

$
30.89

225,419

$
546

Second four weeks

September 16, 2018 to October 13, 2018

228,312

$
28.97

217,110

$
546

Third four weeks

October 14, 2018 to November 10, 2018

139,487

$
29.48

139,487

$
546

Total

629,604

$
29.88

582,016

$
546

(1)
~~(1)~~
The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The ~~third~~second quarter of ~~2018~~2019 contained three 28-day periods.

(2)
~~(2)~~
Includes (i) 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 (ii) ~~47,588~~1,334,634 shares that were surrendered to the Company by participants under our long-term incentive plans to pay for taxes on restricted stock awards.

(3)
~~(3)~~
Represents shares repurchased under the 1999 Repurchase Program.

(4)
~~(4)~~
The amounts shown in this column reflect the amount remaining under the March 2018 Repurchase Program as of the specified period end dates. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The March 2018 Repurchase Program and the 1999 Repurchase Program do not have an expiration date but may be suspended or terminated by our Board of Directors at any time.

35

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 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June ~~29, 2018.~~27, 2019.

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
-
The Kroger Co. 2019 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 99.1 of the Company’s Form S-8 filed with the SEC on June 28, 2019.

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 101.INS
-
XBRL Instance ~~Document.~~Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.

EXHIBIT 104
-
Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

36

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 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June ~~29, 2018.~~27, 2019.

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
-
The Kroger Co. 2019 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 99.1 of the Company’s Form S-8 filed with the SEC on June 28, 2019.

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 101.INS
-
XBRL Instance ~~Document.~~Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.

EXHIBIT 104
-
Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

37

SIGNATURES
~~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.

~~THE KROGER CO.~~

Dated:  ~~December 18, 2018~~September 24, 2019
By:
/s/ W. Rodney McMullen

W. Rodney McMullen

Chairman of the Board and Chief Executive Officer

Dated:  ~~December 18, 2018~~September 24, 2019
By:
/s/ ~~J. Michael Schlotman~~Gary Millerchip

~~J. Michael Schlotman~~Gary Millerchip

~~Executive~~Senior Vice President and Chief Financial Officer

38