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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨.

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

There were ~~724,866,659~~725,483,410 shares of Common Stock ($1 par value) outstanding as of ~~September 16,~~December 9, 2005.


	Second Quarter Ended				Two Quarters Ended				Third Quarter Ended				Three Quarters Ended
	August 13, 2005		August 14, 2004		August 13, 2004		August 14, 2004		November 5, 2005		November 6, 2004		November 5, 2005		November 6, 2004
Sales	$	13,865	$	12,980	$	31,813	$	29,885	$	14,020	$	12,854	$	45,833	$	42,739

Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below		10,464		9,721		23,907		22,244		10,596		9,639		34,503		31,883
Operating, general and administrative		2,528		2,434		5,824		5,642		2,556		2,433		8,380		8,075
Rent		145		154		348		366		166		158		514		525
Depreciation and amortization		294		290		682		662		287		287		969		949

Operating Profit		434		381		1,052		971		415		337		1,467		1,307
Interest expense		121		152		280		325		114		117		394		442

Earnings before income tax expense		313		229		772		646		301		220		1,073		865
Income tax expense		117		87		282		241		116		77		397		317

Net earnings	$	196	$	142	$	490	$	405	$	185	$	143	$	676	$	548

Net earnings per basic common share	$	0.27	$	0.19	$	0.68	$	0.55	$	0.26	$	0.19	$	0.93	$	0.74

Average number of common shares used in basic calculation		722		737		725		739		724		736		725		738

Net earnings per diluted common share	$	0.27	$	0.19	$	0.67	$	0.54	$	0.25	$	0.19	$	0.92	$	0.73

Average number of common shares used in diluted calculation		730		744		731		747		732		742		731		746

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


	August 13, 2005			January 29, 2005			November 5, 2005			January 29, 2005
ASSETS
Current assets
Cash – In stores	$	129		$	144		$	137		$	144
Cash – Temporary cash investments		250			—			100			—

Total Cash		379			144			237			144

Deposits in-transit		510			506			562			506
Receivables		641			661			664			661
Receivables - Taxes		—			167			—			167
FIFO Inventory		4,642			4,729			5,186			4,729
LIFO Credit		(392	)		(373	)		(400	)		(373	)
Prefunded employee benefits		—			300			—			300
Property held for sale								98			23
Prepaid and other current assets		264			272			226			249

Total current assets		6,044			6,406			6,573			6,406
Property, plant and equipment, net		11,435			11,497			11,381			11,497
Goodwill		2,192			2,191			2,192			2,191
Other assets and investments		417			397			431			397

Total Assets	$	20,088		$	20,491		$	20,577		$	20,491

LIABILITIES
Current liabilities
Current portion of long-term debt, at face value, including obligations under capital leases and financing obligations	$	295		$	71		$	639		$	71
Accounts payable		3,421			3,598			3,763			3,598
Accrued salaries and wages		649			659
Deferred income taxes		267			267			267			267
Other current liabilities		1,875			1,721			2,548			2,380

Total current liabilities		6,507			6,316			7,217			6,316

Long-term debt including obligations under capital leases and financing obligations:
Long-term debt, at face value, including obligations under capital leases and financing obligations		6,879			7,830			6,596			7,830
Adjustment to reflect fair value interest rate hedges (Note 11)		47			70			25			70

Long-term debt including obligations under capital leases and financing obligations		6,926			7,900			6,621			7,900

Deferred income taxes		911			939			879			939
Other long-term liabilities		1,849			1,796			1,777			1,796

Total Liabilities		16,193			16,951			16,494			16,951

Commitments and Contingencies (Note 10)

SHAREOWNERS’ EQUITY
Preferred stock, $100 par, 5 shares authorized and unissued		—			—			—			—
Common stock, $1 par, 1,000 shares authorized: 924 shares issued in 2005 and 918 shares issued in 2004		924			918
Common stock, $1 par, 1,000 shares authorized: 926 shares issued in 2005 and 918 shares issued in 2004								926			918
Additional paid-in capital		2,482			2,432			2,494			2,432
Accumulated other comprehensive loss		(200	)		(202	)		(199	)		(202	)
Accumulated earnings		4,026			3,541			4,211			3,541
Common stock in treasury, at cost, 201 shares in 2005 and 190 shares in 2004		(3,337	)		(3,149	)		(3,349	)		(3,149	)

Total Shareowners’ Equity		3,895			3,540			4,083			3,540

Total Liabilities and Shareowners’ Equity	$	20,088		$	20,491		$	20,577		$	20,491

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


	Two Quarters Ended						Three Quarters Ended
	August 13, 2005			August 14, 2004			November 5, 2005			November 6, 2004
Cash Flows From Operating Activities:
Net earnings	$	490		$	405		$	676		$	548
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		682			662			969			949
LIFO charge		19			19			27			31
Deferred income taxes		(28	)		102			(62	)		143
Other		30			(3	)		35			34
Changes in operating assets and liabilities net of effects from acquisitions of businesses:
Inventories		88			78			(457	)		(492	)
Receivables		20			82			(3	)		20
Deposits in-transit		(3	)		82			(56	)		12
Prepaid expenses		300			286			321			314
Accounts payable		(135	)		62			344			331
Accrued expenses		59			(87	)		122			(60	)
Accrued income taxes		303			143			346			153
Contribution to company-sponsored pension plans		(107	)		(14	)		(300	)		(35	)
Long-term liabilities		74			(13	)		87			100

Net cash provided by operating activities		1,792			1,804			2,049			2,048

Cash Flows From Investing Activities:
Capital expenditures, excluding acquisitions		(672	)		(848	)		(1,011	)		(1,280	)
Proceeds from sale of assets		42			46			61			58
Payments for acquisitions, net of cash acquired		—			(25	)
Other		(16	)		10			(22	)		7

Net cash used by investing activities		(646	)		(817	)		(972	)		(1,215	)

Cash Flows From Financing Activities:
Proceeds from issuance of long-term debt		6			—			13			—
Payments on long-term debt		(43	)		(800	)		(61	)		(777	)
Borrowings (payments) on bank revolver		(694	)		4			(629	)		263
Financing charges incurred		—			(4	)		—			(5	)
Increase (decrease) in book overdrafts		(44	)		(69	)
Debt prepayment costs								—			(25	)
Decrease in book overdrafts								(181	)		(102	)
Proceeds from issuance of capital stock		55			19			76			33
Treasury stock purchases		(191	)		(169	)		(202	)		(249	)

Net cash used by financing activities		(911	)		(1,019	)		(984	)		(862	)

Net decrease in cash and temporary cash investments		235			(32	)
Net increase (decrease) in cash and temporary cash investments								93			(29	)

Cash and temporary cash investments:
Beginning of year		144			159			144			159

End of quarter	$	379		$	127		$	237		$	130

Supplemental disclosure of cash flow information:
Cash paid during the year for interest	$	298		$	377		$	442		$	516
Cash paid (refunded) during the year for income taxes	$	5		$	(7	)
Non-cash changes related to purchase acquisitions:
Fair value of assets acquired	$	—		$	18
Goodwill recorded	$	—		$	7
Liabilities assumed	$	—		$	1
Cash paid during the year for income taxes							$	112		$	4

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

Certain prior-year amounts have been reclassified to conform to current-year presentation.

The accompanying financial statements include the consolidated accounts of The Kroger Co. and its subsidiaries. The January 29, 2005 balance sheet was derived from audited financial statements and, due to its summary nature, does not include all disclosures required by generally accepted accounting principles (“GAAP”). Significant intercompany transactions and balances have been eliminated. References to the “Company” in these Consolidated Financial Statements mean the consolidated company.

In the opinion of management, the accompanying unaudited Consolidated Financial Statements include all normal, recurring adjustments that are necessary for a fair presentation of results of operations for such periods but should not be considered as indicative of results for a full year. The financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant to SEC regulations. Accordingly, the accompanying consolidated financial statements should be read in conjunction with the fiscal 2004 Annual Report on Form 10-K of The Kroger Co. filed with the SEC on April 15, 2005, as amended.

The unaudited information included in the Consolidated Financial Statements for the ~~second~~third quarter and ~~two~~three quarters ended ~~August 13,~~November 5, 2005 and ~~August 14,~~November 6, 2004 include the results of operations of the Company for the 12-week and ~~28-week~~40-week periods then ended.

The Company recognizes all vendor allowances as a reduction in merchandise costs when the related product is sold. In most cases, vendor allowances are applied to the related product by item, and therefore reduce the carrying value of inventory by item. When it is not practicable to allocate vendor allowances to the product by item, vendor allowances are recognized as a reduction in merchandise costs based on inventory turns and recognized as the product is sold.

All closed store liabilities related to exit or disposal activities initiated after December 31, 2002, are accounted for in accordance with Statement on Financial Accounting Standards (“SFAS”) No. 146, ~~“Accounting~~Accounting for Costs Associated with Exit or Disposal ~~Activities.”~~Activities. The Company provides for closed store liabilities relating to the present value of the estimated remaining noncancellable lease payments after the closing date, net of estimated subtenant income. The Company estimates the net lease liabilities using a discount rate to calculate the present value of the remaining net rent payments on closed stores. The closed store lease liabilities usually are paid over the lease terms associated with the closed stores, which generally have remaining terms ranging from one to 20 years. Adjustments to closed store liabilities primarily relate to changes in subtenant income and lease buyouts. Adjustments are made for changes in estimates in the period in which the change becomes known. Store closing liabilities are reviewed quarterly to ensure that any accrued amount that is not a sufficient estimate of future costs, or that no longer is needed for its originally intended purpose, is adjusted to income in the proper period.

Owned stores held for disposal are reduced to their estimated net realizable value. Costs to reduce the carrying values of property, equipment and leasehold improvements are accounted for in accordance with the Company’s policy on impairment of long-lived assets. Inventory write-downs, if any, in connection with store closings, are classified in “Merchandise costs.” Costs to transfer inventory and equipment from closed stores are expensed as incurred.

The following table summarizes accrual activity for future lease obligations of stores closed in the normal course of business.


	Future Lease Obligations						Future Lease Obligations
	2005			2004			2005			2004
Balance at beginning of year	$	65		$	35		$	65		$	35
Additions		8			21			19			23
Payments		(5	)		(5	)		(11	)		(7	)
Adjustments		(3	)		—			(4	)		3

Balance at end of Second Quarter	$	65		$	51

Balance at end of Third Quarter							$	69		$	54

In addition, the Company ~~also~~ maintains a ~~$56~~$54 liability for facility closure costs for locations closed in California prior to the Fred Meyer merger, a $14 liability relating to a charitable contribution required as a result of the Fred Meyer merger and a ~~$11~~$9 liability for store closing costs related to two distinct, formalized plans that coordinated the closing of several locations over relatively short periods of time in 2000 and 2001.

The Company applies Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations to account for its stock option plans. The Company grants options for common stock at an option price equal to the fair market value of the stock at the date of the grant. Accordingly, the Company does not record stock-based compensation expense for these options. The Company also makes restricted stock awards. Compensation expense included in net earnings for restricted stock awards totaled approximately $1 and ~~$2,~~$1, after-tax, for the ~~second quarter~~third quarters of 2005 and 2004, respectively. Restricted stock expense totaled $3$4 and ~~$5,~~$6, after-tax, for the first ~~two~~three quarters of 2005 and 2004, respectively. The Company’s stock option plans are more fully described in the Company’s fiscal 2004 Annual Report on Form 10-K.

The following table illustrates the effect on net earnings, net earnings per basic common share and net earnings per diluted common share as if compensation cost for all options had been determined based on the fair market value recognition provision of SFAS No. 123, ~~“Accounting~~Accounting for Stock-Based ~~Compensation.”~~Compensation.


	Second Quarter						Year-To-Date						Third Quarter						Year-To-Date
	2005			2004			2005			2004			2005			2004			2005			2004
Net earnings, as reported	$	196		$	142		$	490		$	405		$	185		$	143		$	676		$	548
Add: Stock-based compensation expense included in net earnings, net of income tax benefits		1			2			3			5			1			1			4			6
Subtract: Total stock-based compensation expense determined under fair value method for all awards, net of income tax benefits		(10	)		(8	)		(18	)		(21	)		(9	)		(10	)		(26	)		(35	)

Pro forma net earnings	$	187		$	136		$	475		$	389		$	177		$	134		$	654		$	519

Net earnings per basic common share, as reported	$	0.27		$	0.19		$	0.68		$	0.55		$	0.26		$	0.19		$	0.93		$	0.74
Pro forma earnings per basic common share	$	0.26		$	0.18		$	0.66		$	0.53		$	0.25		$	0.18		$	0.90		$	0.70

Net earnings per diluted common share, as reported	$	0.27		$	0.19		$	0.67		$	0.54		$	0.25		$	0.19		$	0.92		$	0.73
Pro forma earnings per diluted common share	$	0.26		$	0.18		$	0.65		$	0.52		$	0.24		$	0.18		$	0.89		$	0.70

To calculate pro forma stock-based compensation, the Company estimated the fair value of each option grant, on the date of the grant, using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2005 and 2004.

The weighted average fair value of options granted during 2005 and 2004 was $7.64 per share granted and $7.91 per share granted, respectively. The Company uses a risk-free interest rate based upon the yield of a treasury note maturing at a date that approximates the option’s expected term.


	August 13, 2005			January 29, 2005			November 5, 2005			January 29, 2005
Credit Facility and Commercial Paper borrowings	$	—		$	694		$	65		$	694
4.95% to 8.92% Senior Notes and Debentures due through 2031		6,391			6,391			6,391			6,391
5.00% to 10.23% mortgages due in varying amounts through 2017		210			218			213			218
Other		185			202			177			202

Total debt, excluding capital leases and financing obligations		6,786			7,505			6,846			7,505

Less current portion		(270	)		(46	)		(613	)		(46	)

Total long-term debt, excluding capital leases and financing obligations	$	6,516		$	7,459		$	6,233		$	7,459


	Second Quarter Ended				Year-To-Date				Third Quarter Ended				Year-To-Date
	August 13, 2005		August 14, 2004		August 13, 2005		August 14, 2004		November 5, 2005		November 6, 2004		November 5, 2005		November 6, 2004
Net earnings	$	196	$	142	$	490	$	405	$	185	$	143	$	676	$	548
Unrealized gain (loss) on hedging activities, net of tax⁽¹⁾		1		—		2		—		1		—		3		—

Comprehensive income	$	197	$	142	$	492	$	405	$	186	$	143	$	679	$	548

During 2005, other comprehensive income consisted of reclassifications of previously deferred losses on cash flow hedges into net earnings as well as market value adjustments to reflect cash flow hedges at fair value as of the respective balance sheet dates.

The following table provides the components of net periodic benefit costs for the Company-sponsored pension plans and other post-retirement benefits for the ~~second~~third quarter of 2005 and 2004.

The following table provides the components of net periodic benefit costs for the Company-sponsored pension plans and other post-retirement benefits for the first ~~two~~three quarters of 2005 and 2004:


	Year-To-Date												Year-To-Date
	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
	2005			2004			2005			2004			2005			2004			2005			2004
Components of net periodic benefit cost:
Service cost	$	66		$	59		$	6		$	5		$	92		$	85		$	9		$	8
Interest cost		65			61			11			12			92			87			16			17
Expected return on plan assets		(69	)		(66	)		—			—			(100	)		(94	)		—			—
Amortization of:
Transition asset		—			—			—			—			—			—			—			—
Prior service cost		3			3			(4	)		(3	)		4			4			(6	)		(5	)
Actuarial (gain) loss		14			5			1			—			21			7			1			—

Net periodic benefit cost	$	79		$	62		$	14		$	14		$	109		$	89		$	20		$	20

~~In addition to the $107~~The Company contributed $300 to the Company-sponsored pension plans in the first ~~two~~three quarters of 2005 ~~the Company is required to make cash contributions totaling $36 during the balance of fiscal 2005. The Company~~and may elect to make additional contributions during 2005 in order to maintain its desired funding ~~status, as described in Note 12, Subsequent Events.~~status.

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, in accordance with ~~GAAP.~~SFAS No. 87,Employers’ Accounting for Pensions.

The effective income tax rate was ~~36.5%~~37.0% for the first ~~two~~three quarters of 2005 and ~~37.3%~~36.7% for the first ~~two~~three quarters of 2004. In addition to the effect of state taxes, the effective income tax rate differed from the federal statutory rate due to a reduction of previously recorded tax contingency allowances resulting from a revision of the required allowances based on resolutions with tax authorities during the ~~quarters.~~quarters and the third quarter effect of certain legal expenses that were not deductible for tax purposes.

Earnings per basic common share equals net earnings divided by the weighted average number of common shares outstanding. Earnings per diluted common share equals net earnings divided by the weighted average number of common shares outstanding, after giving effect to dilutive stock options, restricted stock and warrants.

The following table provides a reconciliation of net earnings ~~before the cumulative effect of an accounting change~~ and shares used in calculating earnings per basic common share to those used in calculating earnings per diluted common share:


	Second Quarter Ended August 13, 2005					Second Quarter Ended August 14, 2004					Third Quarter Ended November 5, 2005					Third Quarter Ended November 6, 2004
	Earnings (Numerator)		Shares (Denominator)	Per Share Amount		Earnings (Numerator)		Shares (Denominator)	Per Share Amount		Earnings (Numerator)		Shares (Denominator)	Per Share Amount		Earnings (Numerator)		Shares (Denominator)	Per Share Amount
Earnings per basic common share	$	196	722	$	0.27	$	142	737	$	0.19	$	185	724	$	0.26	$	143	736	$	0.19
Dilutive effect of stock options and warrants			8					7					8					6

Earnings per diluted common share	$	196	730	$	0.27	$	142	744	$	0.19	$	185	732	$	0.25	$	143	742	$	0.19


	Two Quarters Ended August 13, 2005					Two Quarters Ended August 14, 2004					Three Quarters Ended November 5, 2005					Three Quarters Ended November 6, 2004
	Earnings (Numerator)		Shares (Denominator)	Per Share Amount		Earnings (Numerator)		Shares (Denominator)	Per Share Amount		Earnings (Numerator)		Shares (Denominator)	Per Share Amount		Earnings (Numerator)		Shares (Denominator)	Per Share Amount
Earnings per basic common share	$	490	725	$	0.68	$	405	739	$	0.55	$	676	725	$	0.93	$	548	738	$	0.74
Dilutive effect of stock options and warrants			6					8					6					8

Earnings per diluted common share	$	490	731	$	0.67	$	405	747	$	0.54	$	676	731	$	0.92	$	548	746	$	0.73

The Company had options outstanding for approximately 24 shares and 3339 shares during the ~~second~~third quarters of 2005 and 2004, respectively, that were excluded from the computations of earnings per diluted common share because their inclusion would have had an anti-dilutive effect on earnings per share. For the first ~~two~~three quarters of 2005 and 2004, the Company had options outstanding for approximately 2625 and 3031 shares, respectively, that were excluded from the computations of diluted earnings per share because their inclusion would have had an anti-dilutive effect on earnings per share.

In December 2004, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (Revised 2004), ~~“Share-Based Payment”~~Share-Based Payment (“SFAS No. 123R”), which replaces SFAS No. 123, supersedes APB No. 25 and related interpretations and amends SFAS No. 95 ~~“Statement~~Statement of Cash ~~Flows.”~~Flows. The provisions of SFAS No. 123R are similar to those of SFAS No. 123; however, SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements as compensation cost based on their fair value on the date of grant. Fair value of share-based awards will be determined using option pricing models (e.g. Black-Scholes or binomial models) and assumptions that appropriately reflect the specific circumstances of the awards.

Prior to the adoption of SFAS No. 123R, the Company is accounting for share-based compensation expense under the recognition and measurement provisions of APB No. 25, “Accounting for Stock Issued to Employees” and is following the accepted practice of recognizing share-based compensation expense over the explicit vesting period. SFAS No. 123R will require the immediate recognition at the grant date of the full share-based compensation expense for grants to retirement eligible employees, as the explicit vesting period is non-substantive. The estimated effect of applying the explicit vesting period approach versus the non-substantive approach is not material to any period presented. The Company expects to adopt SFAS No. 123R in the first quarter of fiscal 2006 and expects the adoption to reduce net earnings by $0.04-$0.06 per diluted share during fiscal 2006.

In November 2004, the FASB issued SFAS No. 151, ~~“Inventory~~Inventory Costs, an amendment of ARB No. 43 Chapter 4”4 which clarifies that inventory costs that are “abnormal” are required to be charged to expense as incurred as opposed to being capitalized into inventory as a product cost. SFAS No. 151 provides examples of “abnormal” costs to include costs of idle facilities, excess freight and handling costs and spoilage. SFAS No. 151 will become effective for the Company’s fiscal year beginning January 29, 2006. The adoption of SFAS No. 151 is not expected to have a material effect on the Company’s Consolidated Financial Statements.

In May 2005, the FASB issued SFAS No. 154, ~~“Accounting~~Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. ~~3.”~~3. SFAS No. 154 requires retrospective application to prior periods financial statements for changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle should be recognized in the period of the accounting change. SFAS No. 154 further requires a change in depreciation, amortization or depletion method for long-lived, non-financial assets to be accounted for as a change in accounting estimate effected by a change in accounting principle. SFAS No. 154 will become effective for the Company’s fiscal year beginning January 29, 2006.

FASB Interpretation No. 47 (“FIN 47”) “Accounting for Conditional Asset Retirement Obligations” was issued by the FASB in March 2005. FIN 47 provides guidance relating to the identification of and financial reporting for legal obligations to perform an asset retirement activity. The Interpretation requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. The adoption of FIN 47 is not expected to have a material effect on the Company’s Consolidated Financial Statements.

In June 2005, the Emerging Issues Task Force (“EITF”) reached a consensus on EITF Issue No. 05-6, “Determining the Amortization Period for Leasehold Improvements Purchased After Lease Inception or Acquired in a Business Combination.” EITF No. 05-6 requires that leasehold improvements acquired in a business combination be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals deemed to be reasonably assured at the date of acquisition. EITF No. 05-6 further requires that leasehold improvements that are placed into service significantly after and not contemplated at or near the beginning of the lease term shall be amortized over the shorter of the useful life of the assets or a term that includes the required lease periods and renewals deemed to be reasonably assured at the date of acquisition. EITF No. 05-6 became effective for the Company’s fiscal quarter beginning August 14, 2005. The adoption of EITF No. 05-6 isdid not ~~expected to~~ have a material effect on the Company’s Consolidated Financial Statements.

In October 2005, the FASB issued FASB Staff Position FAS 13-1, “Accounting for Rental Costs Incurred during a Construction Period” (“FSP FAS 13-1”). FSP FAS 13-1 requires rental costs associated with building or ground leases incurred during a construction period to be recognized as rental expense and is effective for the first reporting period beginning after December 15, 2005. In addition, FSP FAS 13-1 requires lessees to cease capitalizing rental costs as of December 15, 2005 for operating lease agreements entered into prior to December 15, 2005. Early adoption is permitted. The Company was already in compliance with the provisions of FSP FAS 13-1, therefore it will have no effect on the Company’s Consolidated Financial Statements.

The Company’s outstanding public debt (the “Guaranteed Notes”) is jointly and severally, fully and unconditionally guaranteed by The Kroger Co. and certain of its subsidiaries (the “Guarantor Subsidiaries”). At ~~August 13,~~November 5, 2005, a total of approximately $6.3 billion of Guaranteed Notes were outstanding. The Guarantor Subsidiaries and non-guarantor subsidiaries are direct or indirect ~~wholly owned~~wholly-owned subsidiaries of The Kroger Co. Separate financial statements of The Kroger Co. and each of the Guarantor Subsidiaries are not presented because the guarantees are full and unconditional and the Guarantor Subsidiaries are jointly and severally liable. The Company believes that separate financial statements and other disclosures concerning the Guarantor Subsidiaries would not be material to investors.

The non-guaranteeing subsidiaries represented less than 3% on an individual and aggregate basis of consolidated assets, pre-tax earnings, cash flow and equity. Therefore, the non-guarantor subsidiaries’ information is not separately presented in the tables below.

There are no current restrictions on the ability of the Guarantor Subsidiaries to make payments under the guarantees referred to above. The obligations of each guarantor under its guarantee are limited to the maximum amount permitted under Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, or any similar Federal or state law (e.g. laws requiring adequate capital to pay dividends) respecting fraudulent conveyance or fraudulent transfer.

The following tables present summarized financial information as of ~~August 13, 2005, and~~ January 29, 2005 and for the ~~second~~third quarters ended, and the ~~two~~three quarters ended, ~~August 13,~~November 5, 2005 and ~~August 14,~~November 6, 2004:


	The Kroger Co.		Guarantor Subsidiaries			Eliminations			Consolidated		The Kroger Co.		Guarantor Subsidiaries			Eliminations			Consolidated
Current assets
Cash, including temporary cash investments	$	23	$	356		$	—		$	379	$	25	$	212		$	—		$	237
Deposits in-transit		66		444			—			510		60		502			—			562
Accounts receivable		503		640			(502	)		641		501		665			(502	)		664
Net inventories		421		3,829			—			4,250		408		4,378			—			4,786
Prepaid and other current assets		69		195			—			264		69		255			—			324

Total current assets		1,082		5,464			(502	)		6,044		1,063		6,012			(502	)		6,573

Property, plant and equipment, net		1,298		10,137			—			11,435		1,303		10,078			—			11,381
Goodwill		56		2,136			—			2,192		56		2,136			—			2,192
Other assets and investments		548		(131	)		—			417		548		(117	)		—			431
Investment in and advances to subsidiaries		10,445		—			(10,445	)		—		10,719		—			(10,719	)		—

Total assets	$	13,429	$	17,606		$	(10,947	)	$	20,088	$	13,689	$	18,109		$	(11,221	)	$	20,577

Current liabilities
Current portion of long-term debt including obligations under capital leases and financing obligations	$	295	$	—		$	—		$	295	$	639	$	—		$	—		$	639
Accounts payable		203		3,720			(502	)		3,421		193		4,072			(502	)		3,763
Other current liabilities		242		2,549			—			2,791		241		2,574			—			2,815

Total current liabilities		740		6,269			(502	)		6,507		1,073		6,646			(502	)		7,217

Long-term debt including obligations under capital leases and financing obligations
Face value long-term debt including obligations under capital leases and financing obligations		6,849		30			—			6,879		6,596		—			—			6,596
Adjustment to reflect fair value interest rate hedges		47		—			—			47		25		—			—			25

Long-term debt including obligations under capital leases and financing obligations		6,896		30			—			6,926		6,621		—			—			6,621

Other long-term liabilities		1,898		862			—			2,760		1,912		744			—			2,656

Total liabilities		9,534		7,161			(502	)		16,193		9,606		7,390			(502	)		16,494

Shareowners’ Equity		3,895		10,445			(10,445	)		3,895		4,083		10,719			(10,719	)		4,083

Total liabilities and shareowners’ equity	$	13,429	$	17,606		$	(10,947	)	$	20,088	$	13,689	$	18,109		$	(11,221	)	$	20,577


	The Kroger Co.		Guarantor Subsidiaries			Eliminations			Consolidated		The Kroger Co.		Guarantor Subsidiaries			Eliminations			Consolidated
Current assets
Cash, including temporary cash investments	$	32	$	112		$	—		$	144	$	32	$	112			—		$	144
Deposits in-transit		20		486			—			506		20		486			—			506
Accounts receivable		583		747			(502	)		828		583		747			(502	)		828
Net inventories		415		3,941			—			4,356		415		3,941			—			4,356
Prepaid and other current assets		275		297			—			572		275		297			—			572

Total current assets		1,325		5,583			(502	)		6,406		1,325		5,583			(502	)		6,406

Property, plant and equipment, net		1,277		10,220			—			11,497		1,277		10,220			—			11,497
Goodwill		20		2,171			—			2,191		20		2,171			—			2,191
Other assets and investments		642		(245	)		—			397		642		(245	)		—			397
Investment in and advances to subsidiaries		10,518		—			(10,518	)		—		10,518		—			(10,518	)		—

Total assets	$	13,782	$	17,729		$	(11,020	)	$	20,491	$	13,782	$	17,729		$	(11,020	)	$	20,491

Current liabilities
Current portion of long-term debt including obligations under capital leases and financing obligations	$	71	$	—		$	—		$	71	$	71	$	—		$	—		$	71
Accounts payable		188		3,912			(502	)		3,598		188		3,912			(502	)		3,598
Other current liabilities		319		2,328			—			2,647		319		2,328			—			2,647

Total current liabilities		578		6,240			(502	)		6,316		578		6,240			(502	)		6,316

Long-term debt including obligations under capital leases and financing obligations
Face value long-term debt including obligations under capital leases and financing obligations		7,797		33			—			7,830		7,797		33			—			7,830
Adjustment to reflect fair value interest rate hedges		70		—			—			70		70		—			—			70

Long-term debt including obligations under capital leases and financing obligations		7,867		33			—			7,900		7,867		33			—			7,900

Other long-term liabilities		1,797		938			—			2,735		1,797		938			—			2,735

Total liabilities		10,242		7,211			(502	)		16,951		10,242		7,211			(502	)		16,951

Shareowners’ Equity		3,540		10,518			(10,518	)		3,540		3,540		10,518			(10,518	)		3,540

Total liabilities and shareowners’ equity	$	13,782	$	17,729		$	(11,020	)	$	20,491	$	13,782	$	17,729		$	(11,020	)	$	20,491


	The Kroger Co.			Guarantor Subsidiaries		Eliminations			Consolidated		The Kroger Co.			Guarantor Subsidiaries		Eliminations			Consolidated
Sales	$	1,959		$	12,123	$	(217	)	$	13,865	$	2,013		$	12,164	$	(157	)	$	14,020
Merchandise costs, including warehousing and transportation		1,511			9,168		(215	)		10,464		1,541			9,210		(155	)		10,596
Operating, general and administrative		393			2,135		—			2,528		389			2,167		—			2,556
Rent		33			114		(2	)		145		34			134		(2	)		166
Depreciation and amortization		17			277		—			294		62			225		—			287

Operating profit		5			429		—			434
Operating profit (loss)												(13	)		428		—			415
Interest expense		118			3		—			121		113			1		—			114
Equity in earnings of subsidiaries		279			—		(279	)		—		381			—		(381	)		—

Earnings (loss) before income tax expense		166			426		(279	)		313		255			427		(381	)		301
Income tax expense (benefit)		(30	)		147		—			117		70			46		—			116

Net earnings	$	196		$	279	$	(279	)	$	196	$	185		$	381	$	(381	)	$	185


	The Kroger Co.			Guarantor Subsidiaries			Eliminations			Consolidated		The Kroger Co.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Sales	$	2,172		$	11,045		$	(237	)	$	12,980	$	1,611		$	11,516	$	12		$	(285	)	$	12,854
Merchandise costs, including warehousing and transportation		1,824			8,122			(225	)		9,721		1,306			8,606		—			(273	)		9,639
Operating, general and administrative		320			2,114			—			2,434		374			2,062		(3	)		—			2,433
Rent		42			124			(12	)		154		28			142		—			(12	)		158
Depreciation and amortization		19			271			—			290		23			262		2			—			287

Operating profit (loss)		(33	)		414			—			381		(120	)		444		13			—			337
Interest expense		155			(3	)		—			152		105			6		6			—			117
Equity in earnings of subsidiaries		260			—			(260	)		—		317			—		—			(317	)		—

Earnings (loss) before income tax expense		72			417			(260	)		229		92			438		7			(317	)		220
Income tax expense (benefit)		(70	)		157			—			87		(51	)		126		2			—			77

Net earnings	$	142		$	260		$	(260	)	$	142	$	143		$	312	$	5		$	(317	)	$	143


	The Kroger Co.			Guarantor Subsidiaries		Eliminations			Consolidated		The Kroger Co.			Guarantor Subsidiaries		Eliminations			Consolidated
Sales	$	4,489		$	27,828	$	(504	)	$	31,813	$	6,502		$	39,992	$	(661	)	$	45,833
Merchandise costs, including warehousing and transportation		3,632			20,775		(500	)		23,907		5,173			29,985		(655	)		34,503
Operating, general and administrative		862			4,962		—			5,824		1,251			7,129		—			8,380
Rent		89			263		(4	)		348		123			397		(6	)		514
Depreciation and amortization		42			640		—			682		104			865		—			969

Operating profit (loss)		(136	)		1,188		—			1,052		(149	)		1,616		—			1,467
Interest expense		274			6		—			280		387			7		—			394
Equity in earnings of subsidiaries		768			—		(768	)		—		1,149			—		(1,149	)		—

Earnings (loss) before income tax expense		358			1,182		(768	)		772		613			1,609		(1,149	)		1,073
Income tax expense (benefit)		(132	)		414					282		(63	)		460		—			397

Net earnings	$	490		$	768	$	(768	)	$	490	$	676		$	1,149	$	(1,149	)	$	676


	The Kroger Co.			Guarantor Subsidiaries		Eliminations			Consolidated		The Kroger Co.			Guarantor Subsidiaries		Eliminations			Consolidated
Sales	$	4,393		$	26,003	$	(511	)	$	29,885	$	6,004		$	37,531	$	(796	)	$	42,739
Merchandise costs, including warehousing and transportation		3,554			19,173		(483	)		22,244		4,861			27,778		(756	)		31,883
Operating, general and administrative		804			4,838		—			5,642		1,163			6,912		—			8,075
Rent		96			298		(28	)		366		140			425		(40	)		525
Depreciation and amortization		59			603		—			662		82			867		—			949

Operating profit (loss)		(120	)		1,091		—			971		(242	)		1,549		—			1,307
Interest expense		311			14		—			325		415			27		—			442
Equity in earnings of subsidiaries		672			—		(672	)		—		989			—		(989	)		—

Earnings (loss) before income tax expense		241			1,077		(672	)		646		332			1,522		(989	)		865
Income tax expense (benefit)		(164	)		405		—			241		(216	)		533					317

Net earnings	$	405		$	672	$	(672	)	$	405	$	548		$	989	$	(989	)	$	548


	The Kroger Co.			Guarantor Subsidiaries			Consolidated			The Kroger Co.			Guarantor Subsidiaries			Consolidated
Net cash provided by operating activities	$	839		$	953		$	1,792		$	1,071		$	978		$	2,049

Cash flows from investing activities:
Capital expenditures, excluding acquisitions		(65	)		(607	)		(672	)		(125	)		(886	)		(1,011	)
Other		10			16			26			17			22			39

Net cash used by investing activities		(55	)		(591	)		(646	)		(108	)		(864	)		(972	)

Cash flows from financing activities:
Proceeds from issuance of long-term debt		6			—			6			13			—			13
Payments on long-term debt		(40	)		(3	)		(43	)		(28	)		(33	)		(61	)
Payments on bank revolver		(694	)		—			(694	)		(629	)		—			(629	)
Proceeds from issuance of capital stock		55			—			55			76			—			76
Treasury stock purchases		(191	)		—			(191	)		(202	)		—			(202	)
Other		(2	)		(42	)		(44	)		1			(182	)		(181	)
Net change in advances to subsidiaries		73			(73	)		—			(201	)		201			—

Net cash used by financing activities		(793	)		(118	)		(911	)		(970	)		(14	)		(984	)

Net increase (decrease) in cash		(9	)		244			235			(7	)		100			93
Cash:
Beginning of year		32			112			144			32			112			144

End of quarter	$	23		$	356		$	379		$	25		$	212		$	237


	The Kroger Co.			Guarantor Subsidiaries			Consolidated			The Kroger Co.			Guarantor Subsidiaries			Consolidated
Net cash provided by operating activities	$	283		$	1,521		$	1,804		$	481		$	1,567		$	2,048

Cash flows from investing activities:
Capital expenditures, excluding acquisitions		(78	)		(770	)		(848	)		(136	)		(1,144	)		(1,280	)
Other		—			31			31			17			48			65

Net cash used by investing activities		(78	)		(739	)		(817	)		(119	)		(1,096	)		(1,215	)

Cash flows from financing activities:

Payments on long-term debt		(717	)		(83	)		(800	)		(777	)		—			(777	)
Borrowings on bank revolver		4			—			4			256			7			263
Proceeds from issuance of capital stock		19			—			19			33			—			33
Treasury stock purchases		(169	)		—			(169	)		(249	)		—			(249	)
Other		(32	)		(41	)		(73	)		(32	)		(100	)		(132	)
Net change in advances to subsidiaries		687			(687	)		—			403			(403	)		—

Net cash used by financing activities		(208	)		(811	)		(1,019	)		(366	)		(496	)		(862	)

Net decrease in cash		(3	)		(29	)		(32	)		(4	)		(25	)		(29	)
Cash:
Beginning of year		26			133			159			26			133			159

End of quarter	$	23		$	104		$	127		$	22		$	108		$	130

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

Management believes that allowances for loss have been provided to the extent necessary and that its assessment of contingencies is reasonable. Allowances for loss are included in other current liabilities and other long-term liabilities. To the extent that resolution of contingencies results in amounts that vary from management’s estimates, future earnings will be charged or credited.

Insurance — The Company’s workers’ compensation risks are self-insured in certain states. In addition, other workers’ compensation risks and certain levels of insured general liability risks are based on retrospective premium plans, deductible plans, and self-insured retention plans. The liability for workers’ compensation risks is accounted for on a present value basis. The liability for general liability risks is not present-valued. Actual claim settlements and expenses incident thereto may differ from the provisions for loss.

Litigation — On February 2, 2004, the Attorney General for the State of California filed an action in Los Angeles federal court (California, ex rel Lockyer v. Safeway, Inc. dba Vons, a Safeway Company; Albertson’s, Inc. and Ralphs Grocery Company, a division of The Kroger Co., United States District Court Central District of California, Case No. CV04-0687) alleging that the Mutual Strike Assistance Agreement (the “Agreement”) between the Company, Albertson’s, Inc. and Safeway Inc. (collectively, the “Retailers”), which was designed to prevent the union from placing disproportionate pressure on one or more of the Retailers by picketing such Retailer(s) but not the other Retailer(s) during the labor dispute in southern California, violated Section 1 of the Sherman Act. The lawsuit seeks declarative and injunctive relief. Under the Agreement, the Company paid approximately $147 to the other Retailers. The lawsuit raises claims that could question the validity of those payments, as well as claims that the retailers unlawfully restrained competition. On May 25, 2005, the Court denied a motion for a summary judgment filed by the defendants. Ralphs and the other defendants filed a notice of an interlocutory appeal to the United States Court of Appeals for the Ninth Circuit. On November 29, 2005, the appellate court dismissed the appeal. The Company continues to believe it has strong defenses against this lawsuit and is vigorously defending it. Although this lawsuit is subject to uncertainties inherent to the litigation process, based on the information presently available to the Company, management does not expect that the ultimate resolution of this action will have a material effect, favorable or adverse, on the Company’s financial condition, results of operations or cash flows.

The United States Attorney’s Office for the Central District of California is investigating the hiring practices of Ralphs Grocery Company (“Ralphs”), a wholly-owned subsidiary of The Kroger Co., during the labor dispute from October 2003 through February 2004. Among the matters under investigation is whether some locked-out employees were allowed or encouraged to work under false identities or false Social Security numbers, despite Company policy forbidding such conduct. A grand jury has convened to consider whether such acts violated federal criminal statutes. The Company expects that Ralphs will be indicted on charges that its conduct violated federal law. In addition, these alleged practices are the subject of claims that Ralphs’ conduct of the lockout was unlawful, and that Ralphs is liable under the National Labor Relations Act (“NLRA”). The Los Angeles Regional Office of the National Labor Relations Board (“NLRB”) has notified the charging parties that all charges alleging that Ralphs’ lockout violated the NLRA have been dismissed. That decision is being appealed by the charging parties to the General Counsel of the NLRB. The amounts potentially claimed in both the criminal and the NLRB matter are substantial, but based on the information presently available to the Company, management does not expect the ultimate resolution of this matter to have a material effect on the financial condition of the Company.

On September 8, 2005, the Los Angeles City Attorney’s office filed a misdemeanor complaint against a subsidiary of the Company, Ralphs Grocery Company (People v. Ralphs Grocery Company, Superior Court of California, County of Los Angeles, Case No. 5CR02616) regarding alleged violations of the California Water Code. Ralphs operates a system at one store location to treat groundwater within an underground basement because of the presence of naturally occurring petroleum associated with the nearby La Brea tar pits, which system is subject to a discharge permit issued by the California Regional Water Quality Control ~~Board (“Board”). The~~Board. On December 1, 2005, Ralphs executed a civil consent judgment under which the misdemeanor complaint ~~alleges that~~is to be dismissed and Ralphs violated California Water Code Section 13387(a)(2) in connection with its obligations under the permit. Ralphs Grocery Company has been advised that the Los Angeles City Attorney’s office also intends to filewill pay a civil complaint against Ralphs in the Superior Court of California, City of Los Angeles, under California Business and Professions Code Section 17200, alleging other violations of the same discharge permit. The Company does not expect that the ultimate resolution of these matters by either settlement or litigation will have a material effect on the Company’s financial condition, results of operations or cash flows.penalty.

On ~~March 30, 2005,~~November 24, 2004, the Company was notified by the office of the United States ~~District Court~~Attorney for the ~~Northern~~ District of ~~Illinois rendered~~Colorado that the Drug Enforcement Agency (“DEA”) had referred a ~~decision in an action (Central States, Southeast~~matter to it for investigation regarding alleged violation of the Controlled Substances Act by the Company’s King Soopers division. The government alleges that ineffective controls and ~~Southwest Areas Pension Fund et al. v. The Kroger Co.) alleging that~~procedures, as well as improper record keeping, permitted controlled substances to be diverted from pharmacies operated by King Soopers. As a result of these allegations, the Company has ~~failed~~retained a consultant to ~~make contributions to a multi-employer pension fund~~assist it in ~~connection with certain employees the Company had viewed~~reviewing its policies and procedures, record keeping and training in its pharmacies, and is taking corrective action, as exempt from the contribution requirement. The Court’s decision was adverse to the Company’s position, resulting in an order that would require payments of approximately $13 million. A related decision, also adverse to the Company, was appealed to the United States Court of Appeals for the Seventh Circuit.warranted. On ~~July 26,~~October 20, 2005, the Company resolved ~~both of these actions through execution of~~this matter by agreeing to pay a ~~settlement agreement.~~$7 civil penalty, agreeing to implement a comprehensive compliance program, and agreeing to an additional $3 payment if it fails to comply with the compliance program.

Various claims and lawsuits arising in the normal course of business, including suits charging violations of certain antitrust and civil rights laws, are pending against the Company. Some of these purport or have been determined to be class actions and/or seek substantial damages. Any damages that may be awarded in an antitrust case will be automatically trebled. Although it is not possible at this time to evaluate the merits of all 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.

The Company continually evaluates its exposure to loss contingencies arising from pending or threatened litigation and believes it has made adequate provisions ~~therefore.~~therefor. Nonetheless, assessing and predicting the outcomes of these matters involves 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 effect on the Company’s financial condition or results of operation.

Guarantees – The Company periodically enters into real estate joint ventures in connection with the development of certain properties. The Company usually sells its interest in such partnerships upon completion of the projects. As of ~~August 13,~~November 5, 2005, the Company was a partner with 50% ownership in two real estate joint ventures for which it has guaranteed approximately $7$11 of debt incurred by the ventures. Based on the covenants underlying this indebtedness as of ~~August 13,~~November 5, 2005, it is unlikely that the Company will be responsible for repayment of these obligations.

Assignments – The Company is contingently liable for leases that have been assigned to various third parties in connection with facility closings and dispositions. The Company could be required to satisfy obligations under leases if any of the assignees are unable to fulfill their lease obligations. Due to the wide distribution of the Company’s assignments among third parties, and various other remedies available, the Company believes the likelihood that it will be required to satisfy a material amount of these obligations is remote.

Benefit Plans – The Company administers certain non-contributory defined benefit retirement plans for substantially all non-union employees and some union-represented employees as determined by the terms and conditions of collective bargaining agreements. Funding for the pension plans is based on a review of the specific requirements and an evaluation of the assets and liabilities of each plan.

In addition to providing pension benefits, the Company provides certain health care benefits for retired employees. Funding for the retiree health care benefits occurs as claims or premiums are paid.

The determination of the obligation and expense for the Company’s pension and other post-retirement benefits is dependent on the Company’s selection of assumptions used by actuaries in calculating those amounts. Those assumptions are described in the Company’s fiscal 2004 Annual Report on Form 10-K and include, among others, the discount rate, the expected long-term rate of return on plan assets, and the rates of increase in compensation and health care costs. Actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect the recognized expense and recorded obligation in such future periods. While the Company believes that the assumptions are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the pension and other post-retirement obligations and future expense.

~~In addition~~The Company contributed $300 to ~~the $107 contributed to~~its Company-sponsored pension plans in the first ~~two~~three quarters of ~~2005, the Company is required to make cash contributions totaling $36 during the balance of fiscal~~ 2005. The Company ~~may elect~~expects these contributions to ~~make additional~~reduce its minimum required contributions ~~during 2005~~ in ~~order to maintain its desired funding levels, as described in Note 12, Subsequent Events.~~future years. Among other things, investment performance of plan assets, the interest rates required to be used to calculate pension obligations and future changes in legislation will determine the amounts of any additional contributions. While the Company has no required contributions due in 2006, the Company expects to make voluntary contributions to Company-sponsored pension plans totaling approximately $100 - $150 during fiscal 2006.

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 benefits are paid from assets held in trust for that purpose. Trustees are appointed in equal number by employers and unions. The trustees typically are responsible for determining the level of benefits to be provided to participants as well as for such matters as the investment of the assets and the administration of the plans.

Based on the most recent information available to it, the Company believes that the present value of actuarial accrued liabilities in most or all of these multi-employer plans substantially exceeds the value of the assets held in trust to pay benefits. Because the Company is only one of a number of employers contributing to these plans, it is difficult to ascertain what the Company’s “share” of the underfunding would be, although we anticipate the Company’s contributions to these plans will increase each year. Although underfunding can result in the imposition of excise taxes on contributing employers, other factors such as increased contributions, changes in benefits and improved investment performance can reduce underfunding so that excise taxes are not triggered. Moreover, if the Company were to exit certain markets or otherwise cease making contributions to these funds, the Company could trigger a substantial withdrawal liability. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably determined, in accordance with ~~GAAP.~~SFAS No. 87,Employers’ Accounting for Pensions.

In 2003, the Company reconfigured a portion of its interest derivative portfolio by terminating six interest rate swap agreements that were accounted for as fair value hedges. Approximately $114 of proceeds received as a result of these terminations were recorded as adjustments to the carrying values of the underlying debt and are being amortized over the remaining lives of the debt. As of ~~August 13,~~November 5, 2005, the unamortized balances totaled approximately ~~$71.~~$67.

At the end of the ~~second~~third quarter of 2005, the Company maintained 10 interest rate swap agreements that are being accounted for as fair value hedges. As of ~~August 13,~~November 5, 2005, liabilities totaling ~~$25~~$42 have been recorded to reflect the fair value of these new agreements, offset by reductions in the fair value of the underlying debt.

On ~~September~~November 17, 2005, the Company entered into three forward-starting interest rate swap agreements with an aggregate notional amount totaling $750. A forward-starting interest rate swap is an agreement that effectively hedges future benchmark interest rates, including general corporate spreads, on debt for an established period of time. The Company entered into the forward-starting interest rate swaps in order to lock in fixed interest rates on the Company’s forecasted issuance of debt in fiscal 2007 and 2008. The forward-starting interest rate swaps were designated as cash-flow hedges as defined by SFAS No. 133.

On December 9, 2005, the Company announced a set of corporate governance enhancements. The Company’s board of directors voted to recommend that shareholders approve at the next shareholder meeting in June 2006: the declassification of the board of directors in conjunction with the elimination of cumulative voting; the elimination of the supermajority necessary to engage in certain transactions with shareholders owning 10% or more of the Company’s shares; and opting out of the Ohio control share acquisition statute. The board of directors also will allow the Company’s warrant dividend plan, or poison pill, to expire March 19, 2006; adopted a policy requiring shareholder approval of new severance arrangements with senior executives that would exceed 2.99 times average W-2 earnings over the prior five years; and adopted a policy requiring a director receiving more “withheld” votes than “for” votes to tender his or her resignation, which resignation would be acted on by either the board’s Corporate Governance Committee or the remainder of the board.

On December 14, 2005, the Company ~~made~~disclosed on a ~~cash contribution totaling $140 to its Company-sponsored pension plans,~~Current Report on Form 8-K the adoption of ~~which $36 was required. The Company expects~~ the ~~additional $104 contribution will reduce its minimum required contributions in future years.~~2006 Long-Term Bonus Plan.

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

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

~~Second~~Third quarter total sales increased ~~6.8%~~9.1% and identical supermarket sales (as defined below) increased ~~5.1%~~6.6% with fuel and ~~3.4%~~3.7% without fuel. This ~~growth~~ continues a ~~very good~~positive trend, as this was our ninth consecutive quarter of increased identical supermarket sales, excluding fuel, and our highest identical supermarket sales since the merger with Fred Meyer in 1999. Further, this growth was broad-based across all of the country and across all major ~~categories of products.~~categories. The strongest categories included produce, grocery, ~~produce,~~ drug and general merchandise and fuel, ~~including~~in terms of both dollars and gallons. While our retail fuel margins for the quarter were strong, on a year-to-date basis they were more normalized. All but one of our divisions experienced another quarter of positive identical supermarket sales. Identical sales growth is a core part of ~~Kroger’s~~our strategy.

Kroger’s business strategy is squarely aimed at consistently meeting the needs of our customers through service, selection and value. In the ~~second~~third quarter, our associates continued to focus on improving the shopping experience for our customers. This commitment to placing the “customer first” helped drive our growth in customer traffic and average transaction size.

~~Our~~During the third quarter, we continued to rebuild our business in southern California, which includes the Ralphs and Food 4 Less ~~stores, continued to improve in the second quarter.~~stores. Identical ~~supermarket~~ sales in that region, without fuel, ~~continued to grow with a~~grew 2.9% ~~increase~~ over the prior-year period. ~~Our~~While the pace of our recovery in southern California ~~remains~~has been slower than we would like, we see additional opportunities for growth in that market and our teams at Ralphs and Food 4 Less are clearly focused on ~~track.~~seizing those opportunities.

Our results for the third quarter reflected a variety of items that together had little effect on earnings per share. These items include $0.02 of income resulting from the settlement of a previous class-action credit card suit and the reversal of an unrelated tax contingency. These benefits were offset by a combined $0.03 of expense resulting from: the effect of hurricanes Katrina and Rita; an increase in certain legal reserves, some of which are non-deductible for tax purposes; and a writedown to fair market value of assets held for sale.

On the strength of Kroger’s year-to-date financial performance, we are ~~affirming~~confident we will exceed our earnings estimate ~~for fiscal 2005. We expect earnings for the full year to exceed~~of $1.24 per fully diluted ~~share.~~share for fiscal 2005. We expect this earnings growth to be driven by ~~continued progress~~improved results in southern California ~~improved results from~~and the balance of the Company, lower interest expense and fewer shares outstanding as a result of stock buybacks. ~~In addition, we expect identical supermarket sales for the second half of 2005, including southern California and excluding fuel, to exceed 3.0%.~~

The estimates above do not include the effect of Hurricane Katrina, as it is too early to fully understand the effect, whether favorable or unfavorable, that the storm and its aftermath will have on our results for the balance of the year.

Net earnings totaled ~~$196~~$185 million for the ~~second~~third quarter of 2005, an increase of ~~38.0%~~29.3% from net earnings of ~~$142~~$143 million for the ~~second~~third quarter of 2004. Net earnings totaled ~~$490~~$676 million for the first ~~two~~three quarters of 2005, an increase of ~~21.0%~~23.4% from net earnings of ~~$405~~$548 million for the first ~~two~~three quarters of 2004. The increase in our net earnings was the result of improvement in southern California and the leveraging of fixed costs by strong identical sales growth.

Earnings ~~per share~~ of ~~$0.27~~$0.25 per diluted share for the ~~second~~third quarter of 2005 represented an increase of ~~42.1%~~31.6% over net earnings of $0.19 per diluted share for the ~~second~~third quarter of 2004. Earnings ~~per share~~ of ~~$0.67~~$0.92 per diluted share for the first ~~two~~three quarters of 2005 represented an increase of ~~24.1%~~26.0% over net earnings of ~~$0.54~~$0.73 per diluted share for the first ~~two~~three quarters of 2004. Earnings per share growth resulted from increased net earnings and the repurchase of Company stock. Over the past four quarters, we have repurchased 2116 million shares of the Company’s stock for a total investment of ~~$342~~$272 million.


	Second Quarter								Year-To-Date								Third Quarter								Year-To-Date
	2005		Percentage Increase		2004		Percentage Increase		2005		Percentage Increase		2004		Percentage Increase		2005		Percentage Increase		2004		Percentage Increase		2005		Percentage Increase		2004		Percentage Increase
Total supermarket sales without fuel	$	12,229.2	4.5	%	$	11,697.5	2.6	%	$	28,256.2	4.1	%	$	27,131.0	2.6	%	$	12,156.8	4.9	%	$	11,588.4	3.8	%	$	40,413.0	4.4	%	$	38,719.4	2.9	%
Total supermarket fuel sales	$	819.8	47.9	%		554.4	70.6	%		1,745.5	47.8	%		1,180.6	59.0	%	$	987.9	70.0	%		581.1	59.7	%		2,733.4	55.2	%		1,761.7	59.3	%

Total supermarket sales	$	13,049.0	6.5	%	$	12,251.9	4.5	%	$	30,001.7	6.0	%		28,311.6	4.1	%	$	13,144.7	8.0	%	$	12,169.5	5.5	%	$	43,146.4	6.6	%	$	40,481.1	4.6	%
Other sales⁽¹⁾		816.3	12.0	%		728.6	17.1	%		1,811.3	15.1	%		1,573.5	10.2	%		875.8	27.9	%		684.5	12.1	%		2,687.0	19.0	%		2,258.0	10.8	%

Total sales	$	13,865.3	6.8	%	$	12,980.5	5.1	%	$	31,813.0	6.5	%		29,885.1	4.4	%	$	14,020.5	9.1	%	$	12,854.0	5.9	%	$	45,833.4	7.2	%	$	42,739.1	4.9	%

The change in our total sales was primarily the result of identical store sales increases, square footage growth, and increased fuel gallons, as well as inflation in fuel and other commodities. Increased customer count and average transaction size in the first ~~two~~three quarters of 2005 were primarily responsible for our increases in identical supermarket sales, excluding fuel.

We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. Differences between total supermarket sales and identical supermarket sales primarily relate to changes in supermarket square footage. Our identical supermarket sales results are summarized in the table below. The identical supermarket dollar figures presented were used to calculate ~~second~~third quarter 2005 percent changes.


	Second Quarter						Third Quarter
	2005			2004			2005			2004
Including fuel centers	$	12,410.5		$	11,807.2		$	12,481.0		$	11,712.7
Excluding fuel centers	$	11,649.1		$	11,268.0		$	11,555.7		$	11,142.1

Including fuel centers		5.1	%		2.1	%		6.6	%		3.2	%
Excluding fuel centers		3.4	%		0.6	%		3.7	%		1.8	%

We define a supermarket as comparable when it has been in operation for five full quarters, including expansions and relocations. Our comparable supermarket sales results are summarized in the table below. The comparable supermarket dollar figures presented were used to calculate the ~~first~~third quarter 2005 percent changes.


	Second Quarter						Third Quarter
	2005			2004			2005			2004
Including fuel centers	$	12,765.9		$	12,077.6		$	12,836.1		$	11,966.5
Excluding fuel centers	$	11,973.5		$	11,529.8		$	11,874.6		$	11,389.0

Including fuel centers		5.7	%		2.7	%		7.3	%		3.7	%
Excluding fuel centers		3.8	%		1.1	%		4.3	%		2.2	%

We calculate First-In, First-Out (“FIFO”) Gross Margin as follows: Sales minus merchandise costs plus Last-In, First-Out (“LIFO”) charge. Merchandise costs include advertising, warehousing and transportation, but exclude depreciation expenses and rent expense. FIFO gross margin is an important measure used by management to evaluate merchandising and operational effectiveness.

Our FIFO gross margin rate declined 5962 basis points to ~~24.59%~~24.48% for the ~~second~~third quarter of 2005 from ~~25.18%~~25.10% for the ~~second~~third quarter of 2004. Excluding the effect of retail fuel ~~sales,~~operations, our FIFO gross margin rate ~~increased 10~~decreased six basis points for the ~~second~~third quarter of 2005 compared to the ~~second~~third quarter of 2004. The growth in our retail fuel sales lowers our FIFO gross margin rate due to the very low FIFO gross margin ~~rate~~ on retail fuel sales as compared to non-fuel sales. ~~Our FIFO gross margin rate for the second quarter, excluding the effect of fuel sales, reflects~~Improvements in shrink, advertising and warehousing costs helped offset higher energy costs and our ~~continued investment~~investments in targeted retail price reductions ~~that were positively offset by good expense control and shrink (i.e., product losses due to theft and spoilage) improvements in the grocery and drug and general merchandise categories.~~for our customers. We estimate higher energy costs decreased our third quarter FIFO gross margin rate eight basis points.

Our FIFO gross margin rate declined 7269 basis points to ~~24.91%~~24.78% for the first ~~two~~three quarters of 2005 from ~~25.63%~~25.47% for the first ~~two~~three quarters of 2004. Of this decline, the effect of retail fuel ~~sales~~operations accounted for a 54 basis point reduction in our FIFO gross margin rate.

Operating, general and administrative (“OG&A”) expenses consist primarily of employee-related costs such as wages, health care benefit costs and retirement plan costs. Among other items, rent expense, depreciation and amortization expense, and interest expense are not included in OG&A. OG&A expenses, as a percent of sales, decreased 5269 basis points to 18.23% for the ~~second~~third quarter of 2005 from ~~18.75%~~18.92% for the ~~second~~third quarter of 2004. Of this decline, the effect of retail fuel ~~sales~~operations accounted for a 3066 basis point reduction in our OG&A rate. The growth in our retail fuel sales lowers our OG&A rate due to the very low OG&A rate on retail fuel sales as compared to non-fuel sales. The declining rate on non-fuel sales was primarily the result of our continued recovery in southern California, strong sales, labor productivity improvements, ~~and~~ lower health care ~~costs.~~costs, and $12.9 million of settlement income related to a previous class-action credit card lawsuit. These improvements were partially offset by increased pension costs, credit card fees and incentive plan ~~expenses.~~expenses, as well as the effect of hurricanes Katrina and Rita, an increase in legal reserves for certain legal matters and a writedown to fair market value of assets held for sale. We estimate higher energy costs increased our third quarter OG&A rate nine basis points.

OG&A expenses, as a percent of sales, decreased 5761 basis points to ~~18.31%~~18.28% for the first ~~two~~three quarters of 2005 from ~~18.88%~~18.89% for the first ~~two~~three quarters of 2004. Of this decline, retail fuel ~~sales~~operations accounted for a 3146 basis point reduction in our OG&A rate. In addition to the items affecting the ~~second~~third quarter 2005 rate, the year-to-date declining rate on non-fuel sales was negatively affected by increased loss contingencies for ~~various~~some outstanding legal matters.

Rent expense was ~~$145 million, or 1.04% of sales, for the second quarter of 2005, compared to $154~~$166 million, or 1.19% of sales, for the ~~second~~third quarter of 2005, compared to $158 million, or 1.23% of sales, for the third quarter of 2004. The increase in rent expense resulted from increased store closing activities during the third quarter of 2005. For the year-to-date period, rent expense, as a percent of total sales, was ~~1.09%~~1.12% and 1.23% for 2005 and 2004, respectively. ~~The~~This decline in rent expense reflects our emphasis on the ownership of real estate combined with a continued focus on the closing of underperforming stores.

Depreciation expense was ~~$294~~$287 million, or 2.05% of total sales, for the third quarter of 2005 compared to $288 million, or 2.24% of total sales, for the third quarter of 2004. Depreciation expense was $969 million, or 2.12% of total sales, for the ~~second quarter~~first three quarters of 2005 compared to ~~$290~~$949 million, or ~~2.23% of total sales, for the second quarter of 2004. Depreciation expense was $682 million, or 2.15%~~2.22% of total sales, for the first ~~two~~three quarters of ~~2005 compared to $662 million, or 2.21% of total sales,~~2004. The increase in depreciation expense for the ~~first two quarters~~year-to-date period reflects our continued emphasis on the ownership of ~~2004.~~real estate. The decrease in depreciation expense, as a percent of sales, was the result of sales leverage obtained from strong identical supermarket sales growth and improved efficiency in capital investment.

Interest expense was ~~$121~~$114 million, or ~~0.87%~~0.81% of total sales, and ~~$152~~$117 million, or ~~1.17%~~0.90% of total sales, in the ~~second~~third quarters of 2005 and 2004, respectively. For the year-to-date period, interest expense was ~~$280~~$394 million, or ~~0.88%~~0.86% of total sales, in 2005 and ~~$325~~$442 million, or ~~1.09%~~1.03% of total sales in ~~2004, respectively.~~2004. The reduction in interest expense for 2005, when compared to 2004, reflects a $660 million reduction in total debt as well as a $24.7 million prepayment premium paid in the second quarter of 2004 as the result of the call of our $750 million, 7.375% ~~bonds and a $333 million reduction of total debt.~~bonds.

Our effective income tax rate was ~~37.4%~~38.4% for the ~~second~~third quarter of 2005 and ~~37.9%~~35.0% for the ~~second~~third quarter of 2004. For the year-to-date period, our effective income tax rate was ~~36.5%~~37.0% in 2005 and ~~37.3%~~36.7% in 2004, respectively. In addition to the effect of state taxes, the effective income tax rate differed from the federal statutory rate due to a reduction of previously recorded tax contingency allowances resulting from a revision of the required allowances based on resolutions with tax authorities during the ~~quarters.~~quarters and the third quarter effect of certain legal expenses that were not deductible for tax purposes.

We generated ~~$1.8~~$2.0 billion of cash from operating activities during the first ~~two~~three quarters of both 2005 and 2004. ~~Although we generated more cash in 2005, the~~The increase in cash generated by our net earnings was offset by a cash contribution of ~~$107~~$300 million to our Company-sponsored pension plan in the first ~~two~~three quarters of 2005 compared to a ~~$14~~$35 million cash contribution during the first ~~two~~three quarters of 2004.

Investing activities used ~~$646 million~~$1.0 billion of cash during the first ~~two~~three quarters of 2005 compared to ~~$817 million~~$1.2 billion during the first ~~two~~three quarters of 2004. The amount of cash used by investing activities decreased in 2005 versus 2004 due to decreased capital expenditures during the first ~~two~~three quarters of 2005.

Financing activities used ~~$911~~$984 million of cash in the first ~~two~~three quarters of 2005 compared to ~~$1,019~~$862 million in the first ~~two~~three quarters of 2004. The ~~decrease~~increase in the amount of cash used by financing activities was the result of ~~decreased~~increased debt reduction, ~~and~~partially offset by an increase in the amount of cash proceeds from the issuance of capital stock ~~partially offset by increases~~and a decrease in ~~treasury~~ stock ~~repurchases.~~repurchase activity.

As of ~~August 13,~~November 5, 2005, we maintained a $1.8 billion, five-year revolving credit facility that terminates in 2009 and a $700 million five-year credit facility that terminates in 2007. Outstanding borrowings under the credit agreements and commercial paper borrowings, and some outstanding letters of credit, reduce funds available under the credit agreements. In addition to the credit agreements, we maintain a $75 million money market line, borrowings under which also reduce the amount of funds available under our credit agreements. The money market line borrowings allow us to borrow from banks at mutually agreed upon rates, usually at rates below the rates offered under the credit agreements. As of ~~August 13,~~November 5, 2005, ~~we had no~~our outstanding commercial paper borrowings under our credit ~~agreement. In addition, we~~agreement totaled $65 million. We had no borrowings under the money market line as of ~~August 13,~~November 5, 2005. The outstanding letters of credit that reduced the funds available under our credit agreements totaled ~~$289~~$313 million as of ~~August 13,~~November 5, 2005.

At August 13, 2005, we also had a $100 million pharmacy receivable securitization facility that provided capacity incremental to the $2.5 billion credit agreements described above. Funds received under this facility do not reduce funds available under the credit agreements. Collection rights to some of our pharmacy accounts receivable balances are sold to initiate the drawing of funds under the facility. As of August 13, 2005, we had no borrowings under this $100 million facility.

Our bank credit facilities and the indentures underlying our publicly issued debt contain various restrictive covenants. As of ~~August 13,~~November 5, 2005, we were in compliance with these financial covenants. Furthermore, management believes it is not reasonably likely that Kroger will fail to comply with these financial covenants in the foreseeable future.

Total debt, including both the current and long-term portions of capital leases, decreased ~~$333~~$560 million to ~~$7.2~~$7.3 billion as of the end of the ~~second~~third quarter of 2005, from ~~$7.6~~$7.8 billion as of the end of the ~~second~~third quarter of 2004. Total debt decreased ~~$750~~$710 million as of the end of the ~~second~~third quarter of 2005 from $8.0 billion as of year-end 2004. The decreases in 2005 resulted from the use of cash flow from operations to reduce outstanding debt and lower mark-to-market adjustments.

During the ~~second~~third quarter of 2005, we invested ~~$38~~$12 million to repurchase ~~2.2~~0.6 million shares of Kroger stock at an average price of ~~$17.53~~$19.97 per share. For the first ~~two~~three quarters of 2005, we invested ~~$191~~$202 million to repurchase ~~11.7~~12.3 million shares of Kroger stock at an average price of ~~$16.33~~$16.51 per share. These shares were reacquired under two separate stock repurchase programs. The first is a $500 million repurchase program that was authorized by Kroger’s Board of Directors in September 2004. The second is a program that uses the cash proceeds from the exercises of stock options by participants in Kroger’s stock option and long-term incentive plans as well as the associated tax benefits. During the first ~~two~~three quarters of 2005, we purchased approximately ~~11.2~~11.8 million shares, totaling ~~$184~~$195 million, under our $500 million stock repurchase program and we purchased an additional 0.5 million shares, totaling $7 million, under our program to repurchase common stock funded by the proceeds and tax benefits from stock option exercises. As of ~~August 13,~~November 5, 2005, we had approximately ~~$170~~$158 million remaining under the September 2004 repurchase program.

Capital expenditures, excluding acquisitions, totaled ~~$272 million~~$1.0 billion for the ~~second quarter~~first three quarters of 2005 ~~compared to $395 million~~and $1.3 billion for the ~~second quarter~~first three quarters of ~~2004. Year-to-date, capital expenditures, excluding acquisitions, totaled $672 million in 2005 and $848 million in~~ 2004. The decrease reflects our continued emphasis on the tightening of capital and our increasing focus on remodel, merchandising and productivity projects.

During the ~~second~~third quarter of 2005, we opened, acquired, expanded or relocated 14ten food stores and also completed 2143 within-the-wall remodels. In total, we operated ~~2,515~~2,510 supermarkets and multi-department stores at the end of the ~~second~~third quarter of 2005 versus ~~2,530~~2,531 food stores in operation at the end of the ~~second~~third quarter of 2004. Total food store square footage increased ~~0.9%~~0.6% over the ~~second~~third quarter of 2004. Excluding acquisitions and operational closings, total food store square footage increased ~~2.2%~~2.0% over the ~~second~~third quarter of 2004.

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 the Company’s 2004 Annual Report on Form 10-K, as amended.

The preparation of financial statements in conformity with generally accepted accounting principles 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.

In December 2004, the FASB issued SFAS No. 123 (Revised 2004), ~~“Share-Based Payment”~~Share-Based Payment (“SFAS No. 123R”), which replaces SFAS No. 123, supersedes APB No. 25 and related interpretations and amends SFAS No. 95 ~~“Statement~~Statement of Cash ~~Flows.”~~Flows. The provisions of SFAS No. 123R are similar to those of SFAS No. 123; however, SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements as compensation cost based on their fair value on the date of grant. Fair value of share-based awards will be determined using option pricing models (e.g. Black-Scholes or binomial models) and assumptions that appropriately reflect the specific circumstances of the awards.

Prior to the adoption of SFAS No. 123R, we are accounting for share-based compensation expense under the recognition and measurement provisions of APB No. 25, “Accounting for Stock Issued to Employees” and are following the accepted practice of recognizing share-based compensation expense over the explicit vesting period. SFAS No. 123R will require the immediate recognition at the grant date of the full share-based compensation expense for grants to retirement eligible employees, as the explicit vesting period is non-substantive. The estimated effect of applying the explicit vesting period approach versus the non-substantive approach is not material to any period presented. We expect to adopt SFAS No. 123R in the first quarter of fiscal 2006 and expect the adoption to reduce net earnings by $0.04-$0.06 per diluted share during fiscal 2006.

In November 2004, the FASB issued SFAS No. 151, ~~“Inventory~~Inventory Costs, an amendment of ARB No. 43 Chapter 4”4 which clarifies that inventory costs that are “abnormal” are required to be charged to expense as incurred ~~as opposed to~~rather than being capitalized into inventory as a product cost. SFAS No. 151 provides examples of “abnormal” costs to include costs of idle facilities, excess freight and handling costs and spoilage. SFAS No. 151 will become effective for our fiscal year beginning January 29, 2006. The adoption of SFAS No. 151 is not expected to have a material effect on our Consolidated Financial Statements.

In May 2005, the FASB issued SFAS No. 154, ~~“Accounting~~Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. ~~3.”~~3. SFAS No. 154 requires retrospective application to prior ~~periods~~periods’ financial statements for changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle should be recognized in the period of the accounting change. SFAS No. 154 further requires a change in depreciation, amortization or depletion method for long-lived, non-financial assets to be accounted for as a change in accounting estimate effected by a change in accounting principle. SFAS No. 154 will become effective for our fiscal year beginning January 29, 2006.

In June 2005, the Emerging Issues Task Force (“EITF”) reached a consensus on EITF Issue No. 05-6, “Determining the Amortization Period for Leasehold Improvements Purchased After Lease Inception or Acquired in a Business Combination.” EITF No. 05-6 requires that leasehold improvements acquired in a business combination be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals deemed to be reasonably assured at the date of acquisition. EITF No. 05-6 further requires that leasehold improvements that are placed into service significantly after, and not contemplated at or near the beginning of the lease term, shall be amortized over the shorter of the useful life of the assets or a term that includes the required lease periods and renewals deemed to be reasonably assured at the date of acquisition. EITF No. 05-6 became effective for our second fiscal quarter beginning August 14, 2005. ~~We do not expect the~~The adoption of EITF No. 05-6 todid not have a material effect on the Company’s Consolidated Financial Statements.

In October 2005, the FASB issued FASB Staff Position FAS 13-1, “Accounting for Rental Costs Incurred during a Construction Period” (“FSP FAS 13-1”). FSP FAS 13-1 requires rental costs associated with building or ground leases incurred during a construction period to be recognized as rental expense and is effective for the first reporting period beginning after December 15, 2005. In addition, FSP FAS 13-1 requires lessees to cease capitalizing rental costs as of December 15, 2005 for operating lease agreements entered into prior to December 15, 2005. Early adoption is permitted. We were already in compliance with the provisions of FSP FAS 13-1, therefore it will have no effect on our Consolidated Financial Statements.

This discussion and analysis contains certain forward-looking statements about Kroger’s future performance. These statements are based on management’s assumptions and beliefs in light of the information currently available. Such statements relate to, among other things: projected change in net earnings; identical sales growth; expected pension plan contributions; our ability to generate operating cash flow; projected capital expenditures; square footage growth; opportunities to reduce costs; cash flow requirements; and our operating plan for the future; and are indicated by words such as ~~“comfortable,” “committed,~~“are confident,” “expect,” ~~“goal,~~“will,” ~~“should,~~“plan,” “is focused on,” “intend,” ~~“target,”~~ “believe,” and “anticipate,~~” “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.

Statements elsewhere in this report and below regarding our expectations, projections, beliefs, intentions or strategies are forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934. 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.

In fiscal 2006, we will continue to focus on driving sales growth and balancing investments in gross margin and improved customer service with operating cost reductions to provide a better shopping experience for our customers. We expect operating margins in southern California to improve slightly due to continued recovery in that market, although improvement in 2006 will be less than in 2005. We expect operating margins in the balance of the Company to hold steady.

Capital expenditures reflect our strategy of growth through expansion and acquisition, as well as focusing on productivity increase from our existing store base through remodels. In addition, we will continue our emphasis on self-development and ownership of real estate, logistics and technology improvements. The continued capital spending in technology is focused on improving store operations, logistics, manufacturing procurement, category management, merchandising and buying practices, and should reduce merchandising costs. We intend to continue using cash flow from operations to finance capital expenditure requirements. We expect capital investment for 2005 to be inat the lower end of our range of $1.4 - $1.6 billion, excluding acquisitions. ~~Total~~At this level of capital expenditures, total food store square footage is expected to grow at ~~2-3%~~1-2% before acquisitions and operational closings.

Based on current operating trends, we believe that cash flow from operations and other sources of liquidity, including borrowings under our commercial paper program and bank credit facilities, will be adequate to meet anticipated requirements for working capital, capital expenditures, interest payments and scheduled principal payments for the foreseeable future. We also believe we have adequate coverage of our debt covenants to continue to respond effectively to competitive conditions.

~~In addition~~We contributed $300 million to ~~the $107 million we contributed to~~our Company-sponsored pension plans in the first ~~two~~three quarters of ~~2005, we contributed an additional $140 million to our Company sponsored pension plans on September 14, 2005, of which $36 million was required.~~2005. We expect ~~the additional $104 million contribution~~these contributions to reduce our minimum required contributions in future years. Among other things, investment performance of plan assets, the interest rates required to be used to calculate pension obligations and future changes in legislation will determine the amounts of any future contributions. While we have no required contributions due in 2006, we expect to make voluntary contributions to our Company-sponsored pension plans totaling approximately $100 million - $150 million during fiscal 2006, which amount could change if current legislation is modified.

We ~~currently~~ have various labor ~~contract extensions in Atlanta and Roanoke. Those extensions are subject to termination by either party following notice. We are actively pursuing negotiation of new~~ agreements ~~in those markets. We remain hopeful, but cannot be certain, that we can reach satisfactory agreements without work stoppages in those markets. In the second half of 2005, we have major UFCW contracts~~ expiring in ~~Columbus and Dallas. In addition, a Teamsters contract~~2006 covering smaller groups of associates than those contracts negotiated in ~~southern California and one that covers several facilities in the Midwest expire in September.~~2005. In all of these contracts, rising health care and pension costs will continue to be an important issue in negotiations. A work stoppage could have a material effect on our results.

Various uncertainties and other factors could cause us to fail to achieve our goals. These include:

Our ability to achieve sales and earnings goals, for the entire Company and southern California in particular, may be affected by: labor disputes; industry consolidation; pricing and promotional activities of existing and new competitors, including non-traditional competitors; our response to these actions; the state of the economy, including the inflationary and deflationary trends in certain commodities; stock repurchases; weather conditions; and the success of our future growth plans.

Depreciation expense, which includes the amortization of assets recorded under capital leases, is computed principally using the straight-line method over the estimated useful lives of individual assets, or the remaining terms of leases. Use of the straight-line method of depreciation creates a risk that future asset write-offs or potential impairment charges related to store closings would be larger than if an accelerated method of depreciation was followed.

We believe the multi-employer pension funds to which we contribute are substantially underfunded, and we believe the effect of that underfunding will be the increased contributions we have projected over the next several years. Should asset values in these funds deteriorate, or if employers withdraw from these funds without providing for their share of the liability, or should our estimates prove to be understated, our contributions could increase more rapidly than we have anticipated.

The grocery retail industry continues to experience fierce competition from other traditional food retailers, supercenters, mass merchandisers, club or warehouse stores, drug stores and restaurants. Our continued success is dependent upon our ability to compete in this industry and to reduce operating expenses, including managing health care and pension costs contained in our collective bargaining agreements. The competitive environment may cause us to reduce our prices in order to gain or maintain share of sales, thus reducing margins. While we believe our opportunities for sustained profitable growth are considerable, unanticipated actions of competitors could adversely affect our sales.

Changes in the general business and economic conditions in our operating regions, including the rate of inflation, population growth and employment and job growth in the markets in which we operate, may affect our ability to hire and train qualified employees to operate our stores. This would negatively affect earnings and sales growth. General economic changes may also affect the shopping habits of our customers, which could affect sales and earnings.

Changes in our product mix may negatively affect certain financial indicators. For example, we continue to add supermarket fuel centers to our store base. Since gasoline generates low profit margins, including generating decreased margins as the market price increases, we expect to see our FIFO gross profit margins decline as gasoline sales increase. Although this negatively affects our FIFO gross margin, gasoline sales provide a positive effect on operating, general and administrative expenses as a percent of sales.

Our estimated expense of $0.04 - $0.06 per diluted share, from the adoption of SFAS No. 123-R, requiring the expensing of stock options, could vary if the assumptions that we used to calculate the expense prove to be inaccurate or are changed. We anticipate expensing stock options during our next fiscal year, as GAAP as currently in effect would require us to do so; however, if the accounting pronouncements change prior to our implementation, we may elect not to do so.

We expect Ralphs Grocery Company to be indicted on charges that it violated federal law in connection with the hiring of certain workers during the 2003 - 2004 labor dispute. The effect of the indictment on employee morale and customer service is unknown but could be adverse. Moreover, management believes that neither the indictment nor any conviction of Ralphs will result in payments that would have a material adverse effect on the financial condition of the Company. Nonetheless, the amounts sought in both the criminal and the related NLRB proceeding are likely to be substantial, and the outcome of any legal proceeding is uncertain.

We cannot fully foresee the effects of changes in economic conditions on Kroger’s business. We have assumed economic and competitive situations will not change ~~significantly for 2005.~~significantly. Other factors and assumptions not identified above could also cause actual results to differ materially from those set forth in the forward-looking information. Accordingly, actual events and results may vary significantly from those included in, contemplated or implied by forward-looking statements made by us or our representatives.

There have been no other significant changes in our exposure to market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk on our Form 10-K filed with the SEC on April 15, 2005, as amended.

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 ~~August 13,~~November 5, 2005. Based on that evaluation, Kroger’s Chief Executive Officer and Chief Financial Officer concluded that Kroger’s disclosure controls and procedures were effective as of the end of the period covered by this report.

In connection with the evaluation described above, there was no change in Kroger’s internal control over financial reporting during the quarter ended ~~August 13,~~November 5, 2005, that has materially affected, or is reasonably likely to materially affect, Kroger’s internal control over financial reporting.

Litigation — On February 2, 2004, the Attorney General for the State of California filed an action in Los Angeles federal court (California, ex rel Lockyer v. Safeway, Inc. dba Vons, a Safeway Company; Albertson’s, Inc. and Ralphs Grocery Company, a division of The Kroger Co., United States District Court Central District of California, Case No. CV04-0687) alleging that the Mutual Strike Assistance Agreement (the “Agreement”) between the Company, Albertson’s, Inc. and Safeway Inc. (collectively, the “Retailers”), which was designed to prevent the union from placing disproportionate pressure on one or more of the Retailers by picketing such Retailer(s) but not the other Retailer(s) during the labor dispute in southern California, violated Section 1 of the Sherman Act. The lawsuit seeks declarative and injunctive relief. Under the Agreement, the Company paid approximately $147 million to the other Retailers. The lawsuit raises claims that could question the validity of those payments, as well as claims that the retailers unlawfully restrained competition. On May 25, 2005, the Court denied a motion for a summary judgment filed by the defendants. Ralphs and the other defendants filed a notice of an interlocutory appeal to the United States Court of Appeals for the Ninth Circuit. On November 29, 2005, the appellate court dismissed the appeal. The Company continues to believe it has strong defenses against this lawsuit and is vigorously defending it. Although this lawsuit is subject to uncertainties inherent to the litigation process, based on the information presently available to the Company, management does not expect that the ultimate resolution of this action will have a material effect, favorable or adverse, on the Company’s financial condition, results of operations or cash flows.

On ~~March 30, 2005,~~November 24, 2004, the Company was notified by the office of the United States ~~District Court~~Attorney for the ~~Northern~~ District of ~~Illinois rendered~~Colorado that the Drug Enforcement Agency (“DEA”) had referred a ~~decision in an action (Central States, Southeast~~matter to it for investigation regarding alleged violation of the Controlled Substances Act by the Company’s King Soopers division. The government alleges that ineffective controls and ~~Southwest Areas Pension Fund et al. v. The Kroger Co.) alleging that~~procedures, as well as improper record keeping, permitted controlled substances to be diverted from pharmacies operated by King Soopers. As a result of these allegations, the Company has ~~failed~~retained a consultant to ~~make contributions to a multi-employer pension fund~~assist it in ~~connection with certain employees the Company had viewed~~reviewing its policies and procedures, record keeping and training in its pharmacies, and is taking corrective action, as exempt from the contribution requirement. The Court’s decision was adverse to the Company’s position, resulting in an order that would require payments of approximately $13 million. A related decision, also adverse to the Company, was appealed to the United States Court of Appeals for the Seventh Circuit.warranted. On ~~July 26,~~October 20, 2005, the Company resolved ~~both of these actions through execution of~~this matter by agreeing to pay a ~~settlement agreement.~~$7 million civil penalty, agreeing to implement a comprehensive compliance program, and agreeing to an additional $3 million payment if it fails to comply with the compliance program.

The Company continually evaluates its exposure to loss contingencies arising from pending or threatened litigation and believes it has made adequate provisions therefore. Nonetheless, assessing and predicting the outcomes of these matters involves 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 effect on the Company’s financial condition or results of operation.

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


Period⁽¹⁾	Total Number of Shares Repurchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽²⁾	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs⁽³⁾ (in millions)		Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽²⁾	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs⁽³⁾(in millions)
First four weeks
May 22, 2005 to June 18, 2005	1,400,000	$	16.79	1,400,000	$	184

August 14, 2005 to September 10, 2005							190,000	$	19.70	190,000	$	166
Second four weeks
June 19, 2005 to July 16, 2005	616,377	$	18.42	565,000	$	174

September 11, 2005 to October 8, 2005							206,465	$	20.34	200,000	$	162
Third four weeks
July 17, 2005 to August 13, 2005	252,386	$	19.66	200,000	$	170
October 9, 2005 to November 5, 2005							208,539	$	19.88	200,000	$	158

Total	2,268,763	$	17.53	2,165,000	$	170	605,004	$	19.97	590,000	$	158

EXHIBIT 3.1 - Amended Articles of Incorporation of the Company are hereby incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended October 3, 1998. The Company’s Regulations are incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-3 as filed with the Securities and Exchange Commission on January 28, 1993, and bearing Registration No. 33-57552.

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 Commission upon request.

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.


	2005		2004
Weighted average expected volatility (based on historical volatility)	30.83	%	30.13	%
Weighted average risk-free interest rate	4.11	%	3.99	%
Expected term (based on historical results)	8.7 years		8.7 years


To Serve Until 2008			For	Withheld
Robert D. Beyer			378,461,780	264,246,064
John T. LaMacchia			347,383,797	295,324,047
Edward M. Liddy			345,898,542	296,809,302
Katherine D. Ortega			347,299,110	295,408,734
Bobby S. Shackouls			378,498,615	264,209,229

		For	Against	Withheld
PricewaterhouseCoopers LLP		627,433,209	9,732,564	5,539,071
2005 Long-Term Incentive Plan		522,140,734	60,120,607	7,662,959

	For	Against	Withheld	Broker Non- Votes
Shareholder proposal (amend Company’s Regulations)	446,150,083	136,960,645	6,813,572	52,788,113
Shareholder proposal (chicken supplier requirements)	54,364,377	453,227,181	82,332,742	52,788,113
Shareholder proposal (shareholder approval of executive severance agreements)	334,679,022	248,534,632	6,710,646	52,788,113


~~EXHIBIT 10.1 – Material Contracts – 2005 Deferred Compensation Plan for Independent Directors~~

~~EXHIBIT 10.2 – 2005 Executive Deferred Compensation Plan~~

EXHIBIT 31.1	–	Rule 13a–14(a) / 15d–14(a) Certifications – Chief Executive Officer

EXHIBIT 31.2	–	Rule 13a–14(a) / 15d–14(a) Certifications – Chief Financial Officer

EXHIBIT 32.1	–	Section 1350 Certifications

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


	THE KROGER CO.

Dated: ~~September 21,~~December 15, 2005	By:	/s/ David B. Dillon
		David B. Dillon
		Chairman of the Board and Chief Executive Officer

Dated: ~~September 21,~~December 15, 2005	By:	/s/ J. Michael Schlotman
		J. Michael Schlotman
		Senior Vice President and Chief Financial Officer


Exhibit ~~3.1-~~3.1 -		Amended Articles of Incorporation of the Company are hereby incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended October 3, 1998. The Company’s Regulations are incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-3 as filed with the Securities and Exchange Commission on January 28, 1993, and bearing Registration No. 33-57552.

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 Commission upon request.

Exhibit ~~10.1~~		~~Material Contracts – 2005 Deferred Compensation Plan for Independent Directors~~

~~Exhibit 10.2~~		~~2005 Executive Deferred Compensation Plan~~

~~Exhibit~~ 31.1 -		Rule 13a–14(a) / 15d–14(a) Certifications – Chief Executive Officer

Exhibit 31.2 -		Rule 13a–14(a) / 15d–14(a) Certifications – Chief Financial Officer

Exhibit 32.1 -		Section 1350 Certifications

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