UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended May ~~26, 2018~~25, 2019

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

For the transition period from to

Commission file number 1-303

The Kroger Co.

(Exact name of registrant as specified in its charter)


Ohio		31-0345740
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1014 Vine Street, Cincinnati, OHOhio 45202

(Address of principal executive offices)

(Zip Code)

(513) 762-4000

(Registrant’s telephone number, including area code)

Unchanged

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

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


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

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

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

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

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

There were ~~796,675,676~~798,798,567 shares of Common Stock ($1 par value) outstanding as of June ~~26, 2018.~~25, 2019.

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements.

THE KROGER CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	First Quarter Ended				First Quarter Ended
	May 26,		May 20,		May 25,		May 26,
(In millions, except per share amounts)	2018		2017		2019		2018
Sales	$	37,530	$	36,285	$	37,251	$	37,722

Operating expenses
Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below		29,362		28,281		28,983		29,419
Operating, general and administrative		6,122		6,367		6,314		6,257
Rent		276		270		274		276
Depreciation and amortization		741		736		779		741

Operating profit		1,029		631		901		1,029

Other income (expense)
Interest expense		(192)		(177)		(197)		(192)
Non-service component of company-sponsored pension plan costs		(10)		(9)		3		(10)
Mark to market gain on Ocado securities		36		—		106		36
Gain on sale of business		1,771		—
Gain on sale of businesses						176		1,771

Net earnings before income tax expense		2,634		445		989		2,634

Income tax expense		616		148		226		616

Net earnings including noncontrolling interests		2,018		297		763		2,018
Net loss attributable to noncontrolling interests		(8)		(6)		(9)		(8)

Net earnings attributable to The Kroger Co.	$	2,026	$	303	$	772	$	2,026

Net earnings attributable to The Kroger Co. per basic common share	$	2.39	$	0.33	$	0.96	$	2.39

Average number of common shares used in basic calculation		839		914		798		839

Net earnings attributable to The Kroger Co. per diluted common share	$	2.37	$	0.32	$	0.95	$	2.37

Average number of common shares used in diluted calculation		846		925		805		846

Dividends declared per common share	$	0.125	$	0.120

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

THE KROGER CO.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	First Quarter Ended				First Quarter Ended
	May 26,		May 20,		May 25,		May 26,
(In millions)	2018		2017		2019		2018
Net earnings including noncontrolling interests	$	2,018	$	297	$	763	$	2,018

Other comprehensive income (loss)
Realized and unrealized gains and losses on available for sale securities, net of income tax(1)		(4)		—
Realized gains and losses on available for sale securities, net of income tax (1)						—		(4)
Change in pension and other postretirement defined benefit plans, net of income tax(2)		15		13		7		15
Unrealized gains and losses on cash flow hedging activities, net of income tax(3)		4		(36)		(8)		4
Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax(4)		1		—		1		1
Cumulative effect of accounting change (5)						(146)		—

Total other comprehensive income (loss)		16		(23)
Total other comprehensive (loss) income						(146)		16

Comprehensive income		2,034		274		617		2,034
Comprehensive loss attributable to noncontrolling interests		(8)		(6)		(9)		(8)
Comprehensive income attributable to The Kroger Co.	$	2,042	$	280	$	626	$	2,042

(1)

Amount is net of tax of ~~$(1)~~($1) for the first quarter of 2018.

(2)

Amount is net of tax of $3 for the first quarter of 2019 and $4 for the first quarter of ~~2018 and $8 for the first quarter of 2017.~~ 2018.

(3)

Amount is net of tax of $1 ~~for the first quarter of 2018 and $(21)~~($9) for the first quarter of ~~2017.~~2019 and $1for the first quarter of 2018.

(4)

Amount is net of tax of $1 for the first ~~quarter~~quarters of 2019 and 2018.

(5)

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

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

THE KROGER CO.

CONSOLIDATED BALANCE SHEETS

(unaudited)


	May 26,		February 3,		May 25,		February 2,
(In millions, except par amounts)	2018		2018		2019		2019
ASSETS
Current assets
Cash and temporary cash investments	$	691	$	347	$	409	$	429
Store deposits in-transit		1,053		1,161		1,066		1,181
Receivables		1,583		1,637		1,560		1,589
FIFO inventory		7,650		7,781		7,998		8,123
LIFO reserve		(1,263)		(1,248)		(1,291)		(1,277)
Assets held for sale		42		604		—		166
Prepaid and other current assets		530		835		420		592
Total current assets		10,286		11,117		10,162		10,803

Property, plant and equipment, net		21,195		21,071		21,661		21,635
Operating lease assets						6,819		—
Intangibles, net		1,100		1,100		1,123		1,258
Goodwill		2,925		2,925		3,087		3,087
Other assets		1,055		984		1,467		1,335

Total Assets	$	36,561	$	37,197	$	44,319	$	38,118

LIABILITIES
Current liabilities
Current portion of long-term debt including obligations under capital leases and financing obligations	$	2,242	$	3,560
Current portion of long-term debt including obligations under finance leases					$	1,453	$	3,157
Current portion of operating lease liabilities						682		—
Trade accounts payable		6,202		5,858		6,423		6,059
Accrued salaries and wages		1,011		1,099		1,078		1,227
Liabilities held for sale		18		259		—		51
Other current liabilities		4,003		3,421		3,939		3,780
Total current liabilities		13,476		14,197		13,575		14,274

Long-term debt including obligations under capital leases and financing obligations		12,059		12,029
Long-term debt including obligations under finance leases						12,016		12,072
Noncurrent operating lease liabilities						6,420		—
Deferred income taxes		1,590		1,568		1,484		1,562
Pension and postretirement benefit obligations		789		792		485		494
Other long-term liabilities		1,706		1,706		1,807		1,881

Total Liabilities		29,620		30,292		35,787		30,283

Commitments and contingencies see Note 7

SHAREHOLDERS’ EQUITY

Preferred shares, $100 per share, 5 shares authorized and unissued		—		—
Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2018 and 2017		1,918		1,918
Preferred shares, $100 par per share, 5 shares authorized and unissued						—		—
Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2019 and 2018						1,918		1,918
Additional paid-in capital		3,059		3,161		3,287		3,245
Accumulated other comprehensive loss		(455)		(471)		(492)		(346)
Accumulated earnings		18,924		17,007		20,481		19,681
Common shares in treasury, at cost, 1,122 shares in 2018 and 1,048 shares in 2017		(16,476)		(14,684)
Common shares in treasury, at cost, 1,119 shares in 2019 and 1,120 shares in 2018						(16,613)		(16,612)

Total Shareholders’ Equity - The Kroger Co.		6,970		6,931		8,581		7,886
Noncontrolling interests		(29)		(26)		(49)		(51)
		��
Total Equity		6,941		6,905		8,532		7,835

Total Liabilities and Equity	$	36,561	$	37,197	$	44,319	$	38,118

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

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	First Quarter Ended				First Quarter Ended
	May 26,		May 20,		May 25,		May 26,
(In millions)	2018		2017		2019		2018
Cash Flows from Operating Activities:
Net earnings including noncontrolling interests	$	2,018	$	297	$	763	$	2,018
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization		741		736		779		741
Operating lease asset amortization						197		—
LIFO charge		15		25		15		15
Stock-based employee compensation		45		53		48		45
Expense for company-sponsored pension plans		27		35		11		27
Deferred income taxes		17		6		(73)		17
Gain on sale of business		(1,771)		—
Gain on sale of businesses						(176)		(1,771)
Gain on sale of assets						(57)		—
Mark to market gain on Ocado securities		(36)		—		(106)		(36)
Other		—		(50)		(29)		—
Changes in operating assets and liabilities net of effects from mergers of businesses:
Changes in operating assets and liabilities net of effects from mergers and disposals of businesses:
Store deposits in-transit		108		(42)		115		108
Receivables		(123)		149		33		(123)
Inventories		134		177		124		134
Prepaid and other current assets		307		409		86		307
Trade accounts payable		345		260		364		345
Accrued expenses		43		(86)		(18)		43
Income taxes receivable and payable		558		153		63		558
Operating lease liabilities						(146)		—
Proceeds from contract associated with sale of business						295		—
Other		(60)		187		(20)		(60)

Net cash provided by operating activities		2,368		2,309		2,268		2,368

Cash Flows from Investing Activities:
Payments for property and equipment		(758)		(817)		(901)		(758)
Proceeds from sale of assets		47		83		117		47
Purchases of stores		(44)		—		—		(44)
Net proceeds from sale of business		2,142		—
Net proceeds from sale of businesses						326		2,142
Other		(38)		(10)		(6)		(38)

Net cash provided (used) by investing activities		1,349		(744)
Net cash (used) provided by investing activities						(464)		1,349

Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		1,010		1		9		1,010
Payments on long-term debt		(214)		(84)
Payments on long-term debt including obligations under finance leases						(1,013)		(214)
Net payments on commercial paper		(2,120)		(545)		(700)		(2,120)
Dividends paid		(110)		(111)		(113)		(110)
Proceeds from issuance of capital stock		10		17		12		10
Treasury stock purchases		(1,809)		(772)		(15)		(1,809)
Other		(140)		(37)		(4)		(140)

Net cash used by financing activities		(3,373)		(1,531)		(1,824)		(3,373)

Net increase in cash and temporary cash investments		344		34
Net (decrease) increase in cash and temporary cash investments						(20)		344

Cash and temporary cash investments:
Beginning of year		347		322		429		347
End of period	$	691	$	356	$	409	$	691

Reconciliation of capital investments:
Payments for property and equipment	$	(758)	$	(817)	$	(901)	$	(758)
Changes in construction-in-progress payables		(91)		(104)		25		(91)
Total capital investments	$	(849)	$	(921)	$	(876)	$	(849)

Disclosure of cash flow information:
Cash paid during the year for interest	$	124	$	188	$	115	$	124
Cash paid during the year for income taxes	$	36	$	11	$	231	$	36

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

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS’ EQUITY

(unaudited)


									Accumulated																Accumulated
				Additional					Other											Additional					Other
	Common Stock			Paid-In		Treasury Stock			Comprehensive		Accumulated		Noncontrolling				Common Stock			Paid-In		Treasury Stock			Comprehensive		Accumulated		Noncontrolling
(In millions, except per share amounts)	Shares	Amount		Capital		Shares	Amount		Loss		Earnings		Interest		Total		Shares	Amount		Capital		Shares	Amount		Loss		Earnings		Interest		Total
Balances at January 28, 2017	1,918	$	1,918	$	3,070	994	$	(13,118)	$	(715)	$	15,543	$	12	$	6,710
Issuance of common stock:
Stock options exercised	—		—		—	(1)		17		—		—		—		17
Restricted stock issued	—		—		(11)	—		5		—		—		—		(6)
Treasury stock activity:
Treasury stock purchases, at cost	—		—		—	24		(747)		—		—		—		(747)
Stock options exchanged	—		—		—	—		(25)		—		—		—		(25)
Share-based employee compensation	—		—		53	—		—		—		—		—		53
Other comprehensive loss net of income tax of ($13)	—		—		—	—		—		(23)		—		—		(23)
Other	—		—		(8)	—		(6)		—		—		(16)		(30)
Cash dividends declared ($0.12 per common share)	—		—		—	—		—		—		(111)		—		(111)
Net earnings including noncontrolling interests	—		—		—	—		—		—		303		(6)		297

Balances at May 20, 2017	1,918	$	1,918	$	3,104	1,017	$	(13,874)	$	(738)	$	15,735	$	(10)	$	6,135

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

Balances at May 26, 2018	1,918	$	1,918	$	3,059	1,122	$	(16,476)	$	(455)	$	18,924	$	(29)	$	6,941	1,918	$	1,918	$	3,059	1,122	$	(16,476)	$	(455)	$	18,924	$	(29)	$	6,941

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

Balances at May 25, 2019																	1,918	$	1,918	$	3,287	1,119	$	(16,613)	$	(492)	$	20,481	$	(49)	$	8,532

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

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

1.ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying financial statements include the consolidated accounts of The Kroger Co., its wholly-owned subsidiaries and ~~the variable interest entities in which the Company is the primary beneficiary.~~other consolidated entities. The February ~~3, 2018~~2, 2019 balance sheet was derived from audited financial statements and, due to its summary nature, does not include all disclosures required by generally accepted accounting principles (“GAAP”). Significant intercompany transactions and balances have been eliminated. References to the “Company” in these Consolidated Financial Statements mean the consolidated company.

In the opinion of management, the accompanying unaudited Consolidated Financial Statements include adjustments, all of which are of a normal, recurring nature that are necessary for a fair statement of results of operations for such periods but should not be considered as indicative of results for a full year. The financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant to SEC regulations. Accordingly, the accompanying Consolidated Financial Statements should be read in conjunction with the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended February ~~3, 2018.~~2, 2019.

The unaudited information in the Consolidated Financial Statements for the first quarters ended May ~~26, 2018~~25, 2019 and May ~~20, 2017,~~26, 2018, includes the results of operations of the Company for the 16~~-week~~16-week periods then ended.

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

Refer to Note 5 for a description of changes to the Consolidated ~~Statements of Operations~~Balance Sheet for a recently adopted accounting ~~standard~~standards regarding the ~~presentation~~recognition of ~~the non-service component~~lease agreements and reclassification of ~~company-sponsored pension plan costs.~~stranded tax effects.

Fair Value Measurements

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

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

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

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

The Company records cash and temporary cash investments, store deposits in-transit, receivables, prepaid and other current assets, trade accounts payable, accrued salaries and wages and other current liabilities at approximated fair value. Certain other investments and derivatives are recorded as Level 1, 2 or 3 instruments. Refer to Note 2 for the disclosure of debt instrument fair values.

~~Revenue Recognition~~

~~Sales~~

The Company recognizes revenues from the retail sale of products, net of sales taxes, at the point of sale. Pharmacy sales are recorded when the product is provided to the customer. Digital channel originated sales are recognized either upon pickup in store or upon delivery to the customer and may include shipping revenue. Discounts provided to customers by the Company at the time of sale, including those provided in connection with loyalty cards, are recognized as a reduction in sales as the products are sold. Discounts provided by vendors, usually in the form of paper coupons, are not recognized as a reduction in sales provided the coupons are redeemable at any retailer that accepts coupons. The Company records a receivable from the vendor for the difference in sales price and cash received. For merchandise sold in one of our stores or online, tender is accepted at the point of sale. Certain pharmacy fees previously recorded as merchandise costs have been reclassified to be recorded as a reduction of sales. Effective February 4, 2018, the Company prospectively reclassified $61 of these pharmacy fees from merchandise costs to sales on the Company’s Consolidated Statements of Operations. For pharmacy sales, collection of third party receivables is typically expected within three months or less from the time of purchase. The third party receivables from pharmacy sales are recorded in Receivables in the Company’s Consolidated Balance Sheets and were $635 as of May 26, 2018 and $571 as of February 3, 2018.

~~Gift Cards and Gift Certificates~~

The Company does not recognize a sale when it sells its own gift cards and gift certificates. Rather, it records a deferred revenue liability equal to the amount received. A sale is then recognized when the gift card or gift certificate is redeemed to purchase the Company’s products. The Company’s gift cards and gift certificates do not expire. While gift cards and gift certificates are generally redeemed within 12 months, some are never fully redeemed. The Company recognizes gift card and gift certificate breakage under the proportional method, where recognition of breakage income is based upon the historical run-off rate of unredeemed gift cards and gift certificates. The Company’s gift card and gift certificate deferred revenue liability was $72 as of May 26, 2018 and $90 as of February 3, 2018.

~~Disaggregated Revenues~~

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

First Quarter Ended

First Quarter Ended

May 26, 2018

May 20, 2017


Amount

% of total

Amount

% of total

Non Perishable (1)

$
18,289

48.7
%
$
17,927

49.4
%
Fresh (2)

9,083

24.2
%

8,775

24.2
%
Supermarket Fuel

4,560

12.2
%

3,817

10.5
%
Pharmacy

3,236

8.6
%

3,198

8.8
%
Convenience Stores

944

2.5
%

1,311

3.6
%
Other (3)

1,418

3.8
%

1,257

3.5
%

Total Sales and other revenue

$
37,530

100
%
$
36,285

100
%

~~(1)~~

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

~~(2)~~

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

~~(3)~~

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

2.DEBT OBLIGATIONS

Long-term debt consists of:


	May 26,		February 3,		May 25,		February 2,
	2018		2018		2019		2019
1.50% to 8.00% Senior Notes due through 2048	$	12,005	$	12,201	$	12,101	$	12,097
5.63% to 12.75% Mortgages due in varying amounts through 2027		22		22		14		14
1.68% Commercial paper borrowings		—		2,121
2.82% Term Loan due 2019		1,000		—
2.60% to 2.63% Commercial paper borrowings due through May 2019						100		800
3.37% Term Loan due 2019						—		1,000
Other		450		443		446		440

Total debt, excluding capital leases and financing obligations		13,477		14,787
Total debt, excluding obligations under finance leases						12,661		14,351
Less current portion		(2,189)		(3,509)		(1,405)		(3,103)

Total long-term debt, excluding capital leases and financing obligations	$	11,288	$	11,278
Total long-term debt, excluding obligations under finance leases					$	11,256	$	11,248

On March 16, 2018, the Company obtained a $1,000 term loan with a maturity date of March 16, 2019. The funds were drawn on March 26, 2018 and were used to reduce outstanding commercial paper borrowings. Under the terms of the agreement, interest rates are adjusted monthly based on the Company’s Public Debt Rating and prevailing LIBOR rates.

~~Additionally, in the first quarter of 2018, the Company repaid, upon maturity, $200 of senior notes bearing an interest rate of 7%.~~

The fair value of the Company’s long-term debt, including current maturities, was estimated based on the quoted market prices for the same or similar issues adjusted for illiquidity based on available market evidence. If quoted market prices were not available, the fair value was based upon the net present value of the future cash flow using the forward interest rate yield curve in effect at May ~~26, 2018~~25, 2019 and February ~~3, 2018.~~2, 2019. At May ~~26, 2018,~~25, 2019, the fair value of total debt was ~~$13,509~~$12,856 compared to a carrying value of ~~$13,477.~~$12,661. At February ~~3, 2018,~~2, 2019, the fair value of total debt was ~~$15,167~~$14,190 compared to a carrying value of ~~$14,787.~~$14,351.

3.BENEFIT PLANS

The following table provides the components of net periodic benefit cost for the ~~Company-sponsored~~company-sponsored defined benefit pension plans and other post-retirement benefit plans for the first quarters of ~~2018~~2019 and ~~2017.~~2018.


	First Quarter Ended								First Quarter Ended
	Pension Benefits				Other Benefits				Pension Benefits				Other Benefits
	May 26,		May 20,		May 26,		May 20,		May 25,		May 26,		May 25,		May 26,
	2018		2017		2018		2017		2019		2018		2019		2018
Components of net periodic benefit cost:
Service cost	$	15	$	24	$	2	$	3	$	11	$	15	$	2	$	2
Interest cost		43		56		2		3		41		43		2		2
Expected return on plan assets		(54)		(73)		—		—		(56)		(54)		—		—
Amortization of:
Prior service cost		—		—		(3)		(2)		—		—		(3)		(3)
Actuarial loss (gain)		25		26		(3)		(3)		16		25		(3)		(3)
Curtailment		—		2		—		—

Net periodic benefit cost	$	29	$	35	$	(2)	$	1	$	12	$	29	$	(2)	$	(2)

The Company is not required to make any contributions to its ~~Company-sponsored~~company-sponsored pension plans in ~~2018,~~2019, but may make contributions to the extent such contributions are beneficial to the Company. The Company did not make any contributions to its ~~Company-sponsored~~company-sponsored pension plans in the first quarter of ~~2018~~2019 or ~~2017.~~ 2018.

The Company contributed ~~$89~~$88 and ~~$73~~$89 to employee 401(k) retirement savings accounts in the first ~~quarter~~quarters of ~~2018~~2019 and ~~2017,~~2018, respectively.

The Company also contributes to various multi-employer pension plans based on obligations arising from most of its collective bargaining agreements. These plans provide retirement benefits to participants based on their service to contributing employers. The Company recognizes expense in connection with these plans as contributions are funded.

During the first quarter of ~~2017,~~2019, the Company incurred a charge of ~~$199, $126~~$59, $44 net of tax, due to ~~withdrawing from two~~obligations related to withdrawal liabilities for certain local unions of the Central States multi-employer pension ~~plans, which were substantially settled in the fourth quarter of 2017.~~fund. The charge was recorded in the ~~‘Operating, general and administrative’ (“~~OG~~&A”)~~&A caption in the Consolidated Statements of Operations.

4.EARNINGS PER COMMON SHARE

Net earnings attributable to The Kroger Co. per basic common share equal net earnings attributable to The Kroger Co. less income allocated to participating securities divided by the weighted-average number of common shares outstanding. Net earnings attributable to The Kroger Co. per diluted common share equal net earnings attributable to The Kroger Co. less income allocated to participating securities divided by the weighted-average number of common shares outstanding, after giving effect to dilutive stock options. The following table provides a reconciliation of net earnings attributable to The Kroger Co. and shares used in calculating net earnings attributable to The Kroger Co. per basic common share to those used in calculating net earnings attributable to The Kroger Co. per diluted common share:


	First Quarter Ended					First Quarter Ended					First Quarter Ended					First Quarter Ended
	May 26, 2018					May 20, 2017					May 25, 2019					May 26, 2018
				Per					Per					Per					Per
	Earnings		Shares	Share		Earnings		Shares	Share		Earnings		Shares	Share		Earnings		Shares	Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Net earnings attributable to The Kroger Co. per basic common share	$	2,005	839	$	2.39	$	301	914	$	0.33	$	764	798	$	0.96	$	2,005	839	$	2.39
Dilutive effect of stock options			7					11					7					7

Net earnings attributable to The Kroger Co. per diluted common share	$	2,005	846	$	2.37	$	301	925	$	0.32	$	764	805	$	0.95	$	2,005	846	$	2.37

The Company had combined undistributed and distributed earnings to participating securities totaling $8 in the first quarter of 2019 and $21 in the first quarter of ~~2018 and $2 in the first quarter of 2017.~~ 2018.

The Company had options outstanding for approximately 1716 ~~and 9~~million shares during the first quarter of ~~2018~~2019 and ~~2017, respectively~~17 million shares in the first quarter of 2018 that were excluded from the computations of net earnings per diluted common share because their inclusion would have had an anti-dilutive effect on net earnings per share.

5.RECENTLY ADOPTED ACCOUNTING STANDARDS

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

In March 2017, the FASB issued ASU "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07).” ASU 2017-07 requires an employer to report the service cost component of retiree benefits in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented separately from the service cost component and outside a subtotal of income from operations. The Company adopted ASU 2017-07 on February 4, 2018 and retrospectively applied it to all periods presented. As a result, retiree benefit plan interest expense, investment returns, settlements and other non-service cost components of retiree benefit expenses are excluded from the Company’s operating profit subtotal as reported in the Company’s Consolidated Statements of Operations, but remain included in net earnings before income tax expense. Due to the adoption, the Company reclassified $9 of non-service company-sponsored pension plan costs from operating profit to other income (expense) on the Company’s Consolidated Statements of Operations. Information about retiree benefit plans' interest expense, investment returns and other components of retiree benefit expenses can be found in Note 3 to the Company’s Consolidated Financial Statements.

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

~~6.RECENTLY ISSUED ACCOUNTING STANDARDS~~

~~In February 2016, the FASB issued~~ ASU 2016-02, “Leases,” which provides guidance for the recognition of lease agreements. The ~~standard’s core principle is~~Company adopted the standard using the modified retrospective approach, which provides a method for recording existing leases at adoption that approximates the results of a ~~company will now recognize most leases on its balance sheet as~~full retrospective approach. In addition, the Company elected the transition package of practical expedients permitted within the standard, which allowed it to carry forward the historical lease classification, and applied the transition option which does not require application of the guidance to comparative periods in the year of adoption.

The adoption of the standard resulted in the recognition of operating lease assets and operating lease liabilities ~~with corresponding right-of-use assets. This guidance will be effective for the Company~~of approximately $6,800 and $7,000, respectively, as of February 3, 2019. Included in the ~~first quarter~~measurement of ~~fiscal year ending February 1, 2020. Early adoption~~the new lease assets is ~~permitted.~~ the reclassification of certain balances including those historically recorded as prepaid or deferred rent and favorable and unfavorable leasehold interests. Several other asset and liability line items in the Consolidated Balance Sheets were also impacted by immaterial amounts. The adoption of this ~~ASU will result~~standard also resulted in a ~~material increase~~change in naming convention for leases classified historically as capital leases. These leases are now referred to ~~the Company’s Consolidated Balance Sheets for lease liabilities and right-of-use assets, and the Company is currently evaluating the other effects of~~as finance leases. The adoption of this ~~ASU on~~standard did not materially affect the Company’s ~~Consolidated Financial Statements.~~ This evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population, analyzing the practical expedients and assessing opportunities to make certain changes to the Company’s lease accounting information technology system in order to determine the best implementation strategy.consolidated net earnings or cash flows.

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

6.LEASES AND LEASE-FINANCED TRANSACTIONS

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

The following table provides supplemental balance sheet classification information related to leases:


		May 25,		February 2,
	Classification	2019		2019
Assets
Operating	Operating lease assets	$	6,819	$	—
Finance	Property, plant and equipment, net (1)		641		721

Total leased assets		$	7,460	$	721

Liabilities
Current
Operating	Current portion of operating lease liabilities	$	682	$	—
Finance	Current portion of long-term debt including obligations under finance leases		48		54

Noncurrent
Operating	Noncurrent operating lease liabilities		6,420		—
Finance	Long-term debt including obligations under finance leases		760		824

Total lease liabilities		$	7,910	$	878

(1)

Finance lease assets are recorded net of accumulated amortization of $287 and $345 as of May 25, 2019 and February 2, 2019.

The following table provides the components of lease cost:


		First Quarter Ended
Lease Cost	Classification	May 25, 2019
Operating lease cost (1)	Rent Expense	$	311
Sublease income	Rent Expense		(37)
Finance lease cost
Amortization of leased assets	Depreciation and Amortization		15
Interest on lease liabilities	Interest Expense		14

Net lease cost		$	303

(1)

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

Maturities of operating and finance lease liabilities are listed below. Amounts in the table include options to extend lease terms that are reasonably certain ~~disclosures regarding stranded tax effects. ASU 2018-02 is effective~~of being exercised.


	Operating		Finance
	Leases		Leases		Total
Remainder of 2019	$	700	$	63	$	763
2020		888		84		972
2021		824		84		908
2022		706		80		786
2023		635		79		714
Thereafter		6,645		787		7,432

Total lease payments		10,398		1,177	$	11,575

Less amount representing interest		3,296		369

Present value of lease liabilities (1)	$	7,102	$	808

(1)

Includes the current portion of $682 for operating leases and $48 for finance leases.

Total future minimum rentals under non-cancellable subleases at May 25, 2019 were $274.

The following table provides the weighted-average lease term and discount rate for ~~years beginning after December 15, 2018,~~operating and ~~interim periods within those fiscal years. Early adoption is permitted.~~ finance leases:



	May 25, 2019
Weighted-average remaining lease term (years)
Operating leases	16.3
Finance leases	15.0
Weighted-average discount rate
Operating leases	4.4	%
Finance leases	4.4	%

The ~~Company is currently evaluating the effect of the standard on its Consolidated Financial Statements.~~following table provides supplemental cash flow information related to leases:


	First Quarter Ended
	May 25, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	239
Operating cash flows from finance leases	$	14
Financing cash flows from finance leases	$	9
Leased assets obtained in exchange for new operating lease liabilities	$	257
Leased assets obtained in exchange for new finance lease liabilities	$	33
Net gain recognized from sale and leaseback transactions (1)	$	51

(1)

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

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


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

Total		1,207	$	7,003	$	43

Less estimated executory costs included in capital leases		—

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

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

7.COMMITMENTS AND CONTINGENCIES

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

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

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

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

8.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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


					Pension and								Pension and
	Cash Flow				Postretirement				Cash Flow				Postretirement
	Hedging		Available for sale		Defined Benefit				Hedging		Available for sale		Defined Benefit
	Activities(1)		Securities(1)		Plans(1)		Total(1)
Balance at January 28, 2017	$	(2)	$	—	$	(713)	$	(715)
OCI before reclassifications(2)		(36)		—		—		(36)
Amounts reclassified out of AOCI(3)		—		—		13		13
Net current-period OCI		(36)		—		13		(23)
Balance at May 20, 2017	$	(38)	$	—	$	(700)	$	(738)
									Activities(1)		Securities(1)		Plans(1)		Total(1)
Balance at February 3, 2018	$	24	$	4	$	(499)	$	(471)	$	24	$	4	$	(499)	$	(471)
OCI before reclassifications(2)		4		(4)		—		—		4		(4)		—		—
Amounts reclassified out of AOCI(3)		1		—		15		16		1		—		15		16
Net current-period OCI		5		(4)		15		16		5		(4)		15		16
Balance at May 26, 2018	$	29	$	—	$	(484)	$	(455)	$	29	$	—	$	(484)	$	(455)

Balance at February 2, 2019									$	6	$	—	$	(352)	$	(346)
Cumulative effect of accounting change (4)										(5)		—		(141)		(146)
OCI before reclassifications(2)										(8)		—		—		(8)
Amounts reclassified out of AOCI(3)										1		—		7		8
Net current-period OCI										(12)		—		(134)		(146)
Balance at May 25, 2019									$	(6)	$	—	$	(486)	$	(492)

(1)

All amounts are net of tax.

(2)

Net of tax of ~~$(21)~~$1 for cash flow hedging activities and ($1) for available for sale securities for the first quarter of 2018. Net of tax of ($9) for cash flow hedging activities for the first quarter of ~~2017. Net of tax of $1 for cash flow hedging activities and $(1) for available for sale securities for the first quarter of 2018.~~2019.

(3)

~~Net of tax of $8 for pension and postretirement defined benefit plans for the first quarter of 2017.~~ Net of tax of $1 for cash flow hedging activities and $4$4 for pension and postretirement defined benefit plans for the first quarter of 2018. Net of tax of $1 for cash flow hedging activities and $3 for pension and postretirement defined benefit plans for the first quarter of 2019.

(4)

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

The following table represents the items reclassified out of AOCI and the related tax effects for the first quarters of ~~2018~~2019 and ~~2017:~~2018:


	First Quarter Ended				First Quarter Ended
	May 26,		May 20,		May 25,		May 26,
	2018		2017		2019		2018
Cash flow hedging activity items
Amortization of gains and losses on cash flow hedging activities(1)	$	2	$	—	$	2	$	2
Tax expense		(1)		—		(1)		(1)
Net of tax		1		—		1		1

Pension and postretirement defined benefit plan items
Amortization of amounts included in net periodic pension expense(2)		19		21
Amortization of amounts included in net periodic pension cost (2)						10		19
Tax expense		(4)		(8)		(3)		(4)
Net of tax		15		13		7		15
Total reclassifications, net of tax	$	16	$	13	$	8	$	16

(1)

Reclassified from AOCI into interest expense.

(2)

Reclassified from AOCI into non-service component of company-sponsored pension plan costs. These components are included in the computation of net periodic pension ~~expense~~cost (see Note 3 for additional details).

9.INCOME TAXES

The effective income tax rate was ~~23.4%~~22.8% and ~~33.3%~~23.4% for the first ~~quarter~~quarters of ~~2018~~2019 and ~~2017,~~2018, respectively. The effective income tax rate for the first quarter of 2019 and 2018 differed from the federal statutory rate due to the effect of state income taxes partially offset by the utilization of tax credits and deductions. The effective income tax rate for the first quarter of 2017 differed from the federal statutory rate due to the utilization of tax credits and deductions partially offset by the effect of state income taxes. The rate for the first quarter of 2018 is lower than the rate for the first quarter of 2017 primarily due to a reduction in the federal statutory rate enacted by the Tax Cuts and Jobs Act.

10.HELD FOR SALE AND DISPOSAL OF ~~BUSINESS~~BUSINESSES

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

On ~~April 20, 2018,~~March 13, 2019, the Company completed the sale of its ~~convenience store~~You Technology business ~~unit~~to Inmar for ~~$2,150.~~total consideration of $565, including $396 of cash and $64 of preferred equity received upon closing. The Company ~~recognized~~is also entitled to receive other cash payments of $105 over five years. The transaction includes a ~~net~~long-term service agreement for Inmar to provide the Company digital coupon services. The sale resulted in a gain ~~on this sale for $1,771, $1,352~~of $70, $52 net of ~~tax.~~ tax, which is included in “Gain on sale of businesses” in the Consolidated Statement of Operations. The Company recorded the fair value of the long-term service agreement of $358 in “Other current liabilities” and “Other long-term liabilities” in the Consolidated Balance Sheets and such amount is being recorded as sales over the 10-year agreement.

~~The~~On April 26, 2019 the Company ~~used the proceeds from~~completed the sale of its Turkey Hill Dairy business to an affiliate of Peak Rock Capital for total proceeds of $225. The sale resulted in a gain of $106, $80 net of tax, which is included in “Gain on sale of businesses” in the convenience store business unit to pay down outstanding commercial paper borrowings and fund an accelerated stock repurchase (“ASR”) program. The Company entered and funded a $1,200 ASR program on April 20, 2018. $1,100Consolidated Statements of ~~the ASR program settled during the first quarter of 2018 and the Company expects the remaining repurchases under the ASR program to be completed no later than July 6, 2018.~~Operations.

~~11.PARTNERSHIP AND MERGER AGREEMENTS~~

On May 17, 2018, the Company entered into a Partnership Framework Agreement with Ocado International Holdings Limited and Ocado Group plc (“Ocado”). Under this agreement, Ocado will partner exclusively with the Company in the U.S., enhancing the Company’s digital and robotics capabilities. As part of the agreement, the Company has committed to contract with Ocado to build a number of fulfilment centers through 2022.

In addition, on May 17, 2018, the Company entered into a Share Subscription Agreement with Ocado, pursuant to which the Company agreed to purchase 33.1 ordinary shares of Ocado for an aggregate purchase price of $243. The Company completed the purchase of these 33.1 shares on May 29, 2018.

On June 22, 2018, the Company finalized the merger with Home Chef. The initial transaction price is $200 and future earnout payments of up to $500 over five years that are contingent on achieving certain milestones. The major classes of assets and liabilities of Home Chef are expected to be net working capital, property, intangible assets (amortizable and non-amortizable) and goodwill.

1314

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

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

USE OF NON-GAAP FINANCIAL MEASURES

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

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

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

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

Charges to operating, general and administrative expenses (“OG&A”) of $59 million, $44 million net of tax, for obligations related to withdrawal liabilities for certain local unions of the Central States multi-employer pension fund and a reduction to OG&A of $24 million, $18 million net of tax, for the revaluation of contingent consideration (the “2019 OG&A Adjusted Items”).

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

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

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

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

Gains in other income (expense) of $1.8 billion, $1.4 billion net of tax, related to the sale of our convenience store business unit and $36 million, $27 million net of tax, for the mark to market gain on Ocado securities (the “2018 Other Income (Expense) Adjusted Items”).

Similarly, net earnings for the first quarter of 2017 include $199 million, $126 million net of tax, related to the withdrawal obligations for certain multi-employer pension funds and $184 million, $117 million net of tax, related to the voluntary retirement offering (“VRO”) (together, the “2017 Adjusted Items”).

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

1415

OVERVIEW

Notable items for the first quarter of ~~2018~~2019 are:

Net earnings attributable to The Kroger Co. per diluted common share of ~~$2.37, which includes net earnings of $1.59 per diluted share from the sale of our convenience store business unit.~~$0.95.

Adjusted net earnings attributable to The Kroger Co. per diluted common share of ~~$0.73.~~$0.72.

~~Identical supermarket sales, excluding fuel, increased 1.4% in the first quarter of 2018.~~

Identical sales, ~~without~~excluding fuel, increased ~~1.9%~~1.5% in the first quarter. Our new approach to calculating identical sales includes Kroger Specialty Pharmacy and ship-to-home solutions. We intend to use this calculation going forward, rather than identical supermarket sales, as identical sales more appropriately presents a comprehensive viewquarter of ~~Kroger’s efforts to redefine the grocery customer experience.~~2019.

Digital revenue ~~up 66%~~grew 42% in the first quarter of ~~2018,~~2019, driven by ~~ClickList.~~Pickup and Delivery. Digital revenue primarily includes revenue from all curbside pickup locations, online sales delivered to customer locations and ~~online sales.~~products shipped to customer locations.

~~Our Brands~~ ~~achieved its highest-ever retail dollar share driven by double-digit growth in Simple Truth~~® ~~and Simple Truth Organic~~®.

Sold our ~~convenience store~~You Technology business ~~unit~~to Inmar for ~~$2.15 billion.~~total consideration of $565 million, including $396 million of cash and $64 million of preferred equity received upon closing. We are also entitled to receive other cash payments of $105 million over five years. The transaction includes a long-term service agreement for Inmar to provide digital coupon services.

~~Announced Ocado partnership and planned merger with Home Chef. We completed the merger with Home Chef on June 22, 2018.~~Sold our Turkey Hill Dairy business to an affiliate of Peak Rock Capital for $225 million.

~~Gross margin for the first quarter of 2018 decreased, as a percentage of sales, as compared to the first quarter of 2017. See~~ ~~Gross Margin, LIFO and FIFO Gross Margin~~ ~~section for additional details.~~

~~OG&A expenses for the first quarter of 2018 decreased, as a percentage of sales, as compared to the first quarter of 2017. See~~ ~~Operating, General and Administrative Expenses~~ ~~section for additional details on these fluctuations.~~

During the first quarter of ~~2018,~~2019, we returned ~~$1.9 billion~~$128 million to shareholders from share repurchases and dividend ~~payments, which includes $1.1 billion repurchased with after tax proceeds from the sale of our convenience store business unit under a $1.2 billion accelerated stock repurchase (“ASR”) program.~~payments.

~~Net cash provided by operating activities was $2.4 billion~~Alternative profit streams grew in the first quarter of ~~2018~~2019, as compared to ~~$2.3 billion in the first quarter of 2017. Investing activities provided cash of $1.3 billion in~~ the first quarter of 2018, achieving our plan. Kroger’s ecosystem fuels the growth of adjacent alternative profit streams like Kroger Personal Finance, customer data insights, and ~~used cash~~media businesses that are essential components of ~~$0.7 billion in the first quarter~~Restock Kroger. These businesses comprise a significant portion of ~~2017.~~Kroger’s overall alternative profit stream portfolio. They are dependent on a core supermarket business to deliver sustainable, long-term growth and profitability.

~~Free cash flow was $1.6 billion~~Formed PearlRock Partners, a new platform to identify, invest in ~~both~~and help grow the ~~first quarters~~next generation of ~~2018 and 2017.~~leading consumer product brands, with private investment firm Lindsay Goldberg.

1516

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

Net Earnings per Diluted Share excluding the Adjusted Items

($ in millions, except per share amounts)

First Quarter Ended


May 26,

May 20,

Percentage


2018

2017

Change

Net earnings attributable to The Kroger Co.

$
2,026

$
303

(Income) expense adjustments

Adjustments for pension plan agreements (1)(2)

(10)

126

Adjustment for VRO (1)(3)

—

117

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

(1,352)

—

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

(27)

—

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

(11)

—

2018 and 2017 Adjusted Items

(1,400)

243

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

$
626

$
546

14.7
%

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

$
2.37

$
0.32

(Income) expense adjustments

Adjustments for pension plan agreements (7)

(0.01)

0.13

Adjustment for VRO (7)

—

0.13

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

(1.59)

—

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

(0.03)

—

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

(0.01)

—

2018 and 2017 Adjusted Items

(1.64)

0.26

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

$
0.73

$
0.58

25.9
%

Average number of common shares used in diluted calculation

846

925


	First Quarter Ended
	May 25,		May 26,		Percentage
	2019		2018		Change
Net earnings attributable to The Kroger Co.	$	772	$	2,026

(Income) expense adjustments
Adjustments for pension plan agreements (1)(2)		44		(10)
Adjustment for gain on sale of convenience store business (1)(3)		—		(1,352)
Adjustment for gain on sale of Turkey Hill Dairy (1)(4)		(80)		—
Adjustment for gain on sale of You Technology (1)(5)		(52)		—
Adjustment for mark to market gain on Ocado securities (1)(6)		(80)		(27)
Adjustment for depreciation related to held for sale assets (1)(7)		—		(11)
Adjustment for contingent consideration (1)(8)		(18)		—
2019 and 2018 Adjusted Items		(186)		(1,400)

Net earnings attributable to The Kroger Co. excluding the Adjusted Items	$	586	$	626	(6.4)	%

Net earnings attributable to The Kroger Co. per diluted common share	$	0.95	$	2.37

(Income) expense adjustments
Adjustments for pension plan agreements (9)		0.05		(0.01)
Adjustment for gain on sale of convenience store business (9)		—		(1.59)
Adjustment for gain on sale of Turkey Hill Dairy (9)		(0.10)		—
Adjustment for gain on sale of You Technology (9)		(0.06)		—
Adjustment for mark to market gain on Ocado securities (9)		(0.10)		(0.03)
Adjustment for depreciation related to held for sale assets (9)		—		(0.01)
Adjustment for contingent consideration (9)		(0.02)		—
2019 and 2018 Adjusted Items		(0.23)		(1.64)

Adjusted net earnings attributable to The Kroger Co. per diluted common share	$	0.72	$	0.73	(1.4)	%

Average number of common shares used in diluted calculation		805		846

(1)

The ~~amount~~amounts presented ~~represents~~represent the after-tax effect of each adjustment.

(2)

The pre-tax adjustments for pension plan agreements were $59 in the first quarter of 2019 and ($13) ~~and $199~~ in ~~2018 and 2017, respectively.~~the first quarter of 2018.

(3)

~~The pre-tax adjustment for VRO was $184.~~

~~(4)~~

The pre-tax adjustment for gain on sale of convenience store business was ($1,771).

(4)

The pre-tax adjustment for gain on sale of Turkey Hill Dairy was ($106).

(5)

The pre-tax adjustment for gain on sale of You Technology was ($70).

(6)

The pre-tax adjustment for mark to market gain on Ocado securities was ($106) in the first quarter of 2019 and ($36). in the first quarter of 2018.

~~(6)~~(7)

The pre-tax adjustment for depreciation related to held for sale assets was ($14).

~~(7)~~(8)

The pre-tax adjustment for contingent consideration was ($ 24).

(9)

The amount presented represents the net earnings per diluted common share effect of each adjustment.

1617

RESULTS OF OPERATIONS

Sales

Total Sales

($ in millions)


	First Quarter Ended								First Quarter Ended
	May 26,		Percentage		May 20,		Percentage		May 25,		Percentage		May 26,		Percentage
	2018		Change (2)		2017		Change (3)		2019		Change (1)		2018		Change (2)
Total sales to retail customers without fuel(3)	$	31,785	2.7	%	$	30,939	2.9	%	$	32,594	2.0	%	$	31,967	2.8	%
Supermarket fuel sales		4,560	19.5	%		3,817	21.3	%		4,396	(3.6)	%		4,560	19.5	%
Convenience stores(4)		944	(28.0)	%		1,311	12.1	%		—	N/A			944	(28.0)	%
Other sales ~~(1)~~(5)		241	10.6	%		218	5.3	%		261	4.0	%		251	14.6	%

Total sales	$	37,530	3.4	%	$	36,285	4.9	%	$	37,251	(1.2)	%	$	37,722	3.5	%

(1)

Ot~~her sales primarily relate~~This column represents the percentage change in the first quarter of 2019, compared to ~~sales at food production plants to outside vendors, data analytic services, and digital coupon services.~~the first quarter of 2018.

(2)

This column represents the percentage change in the first quarter of 2018, compared to the first quarter of 2017.

(3)

~~This column represents the percentage change~~Digital sales, primarily including Pickup, Delivery, Ship and pharmacy e-commerce sales, grew approximately 42% in the first quarter of ~~2017, compared to~~2019 and 66% in the first quarter of ~~2016.~~2018. These sales are included in the “total sales to retail customers without fuel” line above.

(4)

We completed the sale of our convenience store business unit during the first quarter of 2018.

(5)

Other sales primarily relate to external sales at food production plants, data analytic services, third party media revenue and digital coupon services.

Total sales ~~increased~~were $37.3 billion in the first quarter of ~~2018,~~2019, compared to $37.7 billion for the first quarter of ~~2017, by 3.4%.~~2018. This ~~increase~~decrease was ~~primarily due to our increases in total sales to retail customers without fuel and supermarket fuel sales, partially offset by a reduction~~ due to the sale of our convenience store business ~~unit.~~unit and a decrease in supermarket fuel sales, partially offset by our increase in total sales to retail customers without fuel. Total sales, excluding fuel and the effect of selling our convenience store business unit, increased 2.0% in the first quarter of 2019, compared to the first quarter of 2018. The increase in total sales to retail customers without fuel for the first quarter of ~~2018,~~2019, compared to the first quarter of ~~2017,~~2018, was primarily due to ~~an increase in supermarket square footage~~our merger with Home Chef and our identical sales increase, excluding fuel, of ~~1.9%~~1.5%. Identical sales, excluding fuel, for the first quarter of ~~2018,~~2019, compared to the first quarter of ~~2017,~~2018, increased primarily due to ~~an increase in the number of households shopping with us,~~ changes in product mix, including higher quality products at a higher price point, retail inflation and Kroger Specialty Pharmacy sales growth, ~~and retail inflation of 0.14%,~~ partially offset by our continued investments in lower prices for our customers. ~~Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the first quarter of 2018 increased 1.5% over the end of the first quarter of 2017.~~ Total supermarket fuel sales ~~increased 19.5%~~decreased 3.6% in the first quarter of ~~2018,~~2019, compared to the first quarter of ~~2017,~~2018, primarily due to ~~an increase~~a decrease in fuel gallons sold of 3.3% and a decrease in the average retail fuel price of ~~16.7% and an increase in fuel gallons sold of 2.3%~~0.4%. The ~~increase~~decrease in the average retail fuel price was caused by ~~an increase~~a decrease in the product cost of fuel.

We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations, Kroger Specialty Pharmacy ~~jewelry~~businesses and ship-to-home solutions. We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. ~~Fuel discounts received at~~Additionally, sales from all acquired businesses are treated as identical as if they were part of the Company in the prior year. Products and services related primarily to Kroger Personal Finance, which were historically accounted for as an offset to OG&A, are now classified as a component of sales. These prior-year amounts have been reclassified to conform to current-year presentation, which is consistent with our ~~fuel centers~~Restock Kroger initiative and ~~earned based on in-store purchases~~our view of the products and services as part of our core business strategy. This is also more consistent with industry practice. These Kroger Personal Finance transactions represent sales to retail customers and, as such, are included in ~~all of the~~ identical sales ~~results calculations illustrated below~~in 2019 and ~~reduce our~~2018. This change affected identical sales ~~results.~~by 3 basis points in 2019 and 5 basis points in 2018. Although identical sales is a relatively standard term, numerous methods exist for calculating identical sales growth. As a result, the method used by our management to calculate identical sales may differ from methods other companies use to calculate identical sales. We urge you to understand the methods used by other companies to calculate identical sales before comparing our identical sales to those of other such companies. Differences between total sales to retail customers and identical sales primarily relate to changes in supermarket square footage and new non-supermarket businesses that have sales to retail customers. Certain pharmacy fees recorded as a reduction of sales have been comparatively reflected in the identical sales calculation. Our identical sales results are summarized in the following table. We used the identical sales dollar figures presented below to calculate percentage changes for the first quarter of ~~2018.~~2019.

1718

Identical Sales

($ in millions)

First Quarter Ended

May 26,

Percentage

May 20,

Percentage


2018

Change(1)

2017

Change(2)

Excluding fuel centers

$
30,839

1.9
%
$
30,268

(0.2)
%


	First Quarter Ended
	May 25,		Percentage		May 26,		Percentage
	2019		Change (1)		2018		Change (2)
Excluding fuel centers	$	32,133	1.5	%	$	31,670	1.9	%

(1)

This column represents the percentage ~~changes~~change in identical sales in the first quarter of ~~2018,~~2019, compared to the first quarter of ~~2017.~~2018.

(2)

This column represents the percentage ~~changes~~change in identical sales in the first quarter of ~~2017,~~2018, compared to the first quarter of ~~2016.~~2017.

Gross Margin, LIFO and FIFO Gross Margin

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

Our gross margin rate, as a percentage of sales, was ~~21.76%~~22.20% for the first quarter of ~~2018,~~2019, as compared to ~~22.06%~~22.01% for the first quarter of ~~2017.~~2018. The ~~decrease~~increase in the first quarter of ~~2018,~~2019, compared to the first quarter of ~~2017,~~2018, resulted primarily from ~~continued investments in lower prices for our customers, increased transportation and advertising costs,~~decreased shrink, as a percentage of sales, growth in our alternative profit stream portfolio and a ~~lower~~higher gross margin rate on fuel sales, partially offset by ~~improved merchandise costs, a~~continued investments in lower ~~LIFO charge, a change in~~prices for our ~~product sales mix, including higher~~customers which we can provide due to effective negotiations to achieve savings on the cost of products sold, industry-wide lower gross margin ~~perishable departments growing their percentage share of sales to total sales, growth~~rates in ~~Our Brands~~ ~~products which have a higher gross margin compared to national brand products,~~pharmacy and ~~decreased shrink~~increased warehouse and ~~warehousing~~transportation costs, as a percentage of ~~sales.~~sales, due to start up costs associated with new warehouses and new warehouse capabilities.

Our LIFO charge was $15 million for the first quarter of ~~2018 compared to $25 million for~~2019 and the first quarter of ~~2017.~~2018. Our ~~decreased~~ LIFO charge reflects our ~~lower~~ expected annualized product cost inflation for ~~2018 compared to 2017, primarily related to pharmacy.~~2019, which we expect will remain relatively consistent with 2018.

Our FIFO gross margin rate, which excludes the first quarter LIFO charge, was ~~21.80%~~22.24% for the first quarter of ~~2018,~~2019, as compared to ~~22.13%~~22.05% for the first quarter of ~~2017.~~2018. Our fuel sales lower our FIFO gross margin rate due to the very low FIFO gross margin rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel, our FIFO gross margin rate decreased 1340 basis points in the first quarter of ~~2018,~~2019, compared to the first quarter of ~~2017.~~2018. This decrease resulted primarily from continued investments in lower prices for our customers which we can provide due to effective negotiations to achieve savings on the cost of products sold, industry-wide lower gross margin rates in pharmacy and increased ~~advertising~~warehouse and transportation costs, as a percentage of sales, due to start up costs associated with new warehouses and new warehouse capabilities, partially offset by ~~improved merchandise costs, a change in our product sales mix, including higher gross margin perishable departments growing their percentage share of sales to total sales, growth in~~ ~~Our Brands~~ ~~products which have a higher gross margin compared to national brand products and~~ decreased shrink, ~~and warehousing costs,~~ as a percentage of ~~sales.~~sales and growth in our alternative profit stream portfolio.

Operating, General and Administrative Expenses

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

OG&A expenses, as a percentage of sales, ~~was 16.31%~~were 16.95% for the first quarter of ~~2018,~~2019, as compared to ~~17.55%~~16.59% for the first quarter of ~~2017. This decrease~~2018. The increase in the first quarter of 2019, compared to the first quarter of 2018 resulted primarily from the 2019 OG&A Adjusted Items, the 2018 OG&A Adjusted Item, ~~the 2017 Adjusted Items, effective cost controls due~~increases in hourly associate labor costs attributed to ~~process changes,~~investing in higher ~~fuel sales~~wages and ~~decreased healthcare~~other comprehensive benefits to improve employee retention, engagement and ~~benefit costs, partially offset by~~customer experience, investments in our digital strategy ~~increases in~~and the effect of lower current year sales, primarily as a result of the sale of our convenience store ~~wages attributed to investing in incremental labor hours~~business unit, partially offset by the effective execution of Restock Kroger initiatives and ~~higher wages to improve retention, employee engagement and customer experience, and increases in incentive plan costs.~~ planned real estate transactions during the first quarter of 2019.

Our fuel sales lower our OG&A rate, as a percentage of sales, due to the very low OG&A rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel, the 2019 OG&A Adjusted Items and the 2018 OG&A Adjusted Item, ~~and the 2017 Adjusted Items,~~ our OG&A rate ~~increased 3~~decreased 12 basis points in the first quarter of ~~2018,~~2019, compared to the first quarter of ~~2017.~~2018. This ~~increase~~decrease resulted primarily from ~~investing in our digital strategy,~~the effective execution of Restock Kroger initiatives and planned real estate transactions during the first quarter of 2019, partially offset by increases in ~~store wages~~hourly associate labor costs attributed to investing in ~~incremental labor hours and~~ higher wages and other comprehensive benefits to improve employee retention, ~~employee~~ engagement and customer experience and ~~increases~~investments in ~~incentive plan costs, partially offset by effective cost controls due to process changes and decreased healthcare and benefit costs.~~our digital strategy.

Rent Expense

Rent expense, ~~decreased,~~ as a percentage of sales, inremained consistent for the first quarter of ~~2018,~~2019 compared to the first quarter of ~~2017, due to our continued emphasis on owning rather than leasing, whenever possible, and higher fuel sales, which decreases our rent expense, as a percentage of sales.~~2018.

Depreciation and Amortization Expense

Depreciation and amortization expense ~~decreased,~~increased, as a percentage of sales, in the first quarter of ~~2018,~~2019, compared to the first quarter of ~~2017,~~2018, due to ~~higher~~lower fuel sales, which ~~decreases~~increases our depreciation expense as a percentage of sales, ~~and~~ the 2018 Depreciation Adjusted ~~Item.~~Item and additional depreciation on capital investments, excluding mergers and lease buyouts, of $3.0 billion, during the rolling four quarter period ending with the first quarter of 2019.

Operating Profit and FIFO Operating Profit

Operating profit was ~~$1.0 billion,~~$901 million, or ~~2.74%~~2.42% of sales, for the first quarter of ~~2018,~~2019, compared to ~~$631 million,~~$1.0 billion, or ~~1.74%~~2.73% of sales, for the first quarter of ~~2017.~~2018. Operating profit, as a percentage of sales, ~~increased 100~~decreased 31 basis points in the first quarter of ~~2018,~~2019, compared to the first quarter of ~~2017,~~2018, due to ~~decreased~~increased OG&A ~~rent~~ and depreciation and amortization expenses, as a percentage of sales, ~~and a lower LIFO charge,~~ partially offset by a ~~lower~~higher gross margin rate.

FIFO operating profit was ~~$1.0 billion,~~$916 million, or ~~2.78%~~2.46% of sales, for the first quarter of ~~2018,~~2019, compared to ~~$656 million,~~$1.0 billion, or ~~1.81%~~2.77% of sales, for the first quarter of ~~2017.~~2018. Fuel sales lower our operating profit rate due to the very low operating profit rate, as a percentage of sales, of fuel sales compared to non-fuel sales. FIFO operating profit, as a percentage of sales excluding fuel and the ~~2018~~2019 and ~~2017~~2018 Adjusted Items decreased 1733 basis points in the first quarter of ~~2018,~~2019, compared to the first quarter of ~~2017,~~2018, due to a lower gross margin rate and increased ~~OG&A and~~ depreciation and amortization ~~expenses,~~expense, as a percentage of sales, partially offset by lower OG&A expense, as a percentage of sales.

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

Income Taxes

~~Our~~The effective income tax rate was ~~23.4% in the first quarter of 2018, compared to 33.3%~~22.8% for the first quarter of ~~2017. Our~~2019 and 23.4% for the first quarter of 2018. The effective income tax rate for the first quarter of 2019 and 2018 differed from the federal statutory rate due to the effect of state income taxes, partially offset by the utilization of tax credits and deductions. Our effective income tax rate for the first quarter of 2017 differed from the federal statutory rate due to the utilization of tax credits and deductions partially offset by the effect of state income taxes. The rate for the first quarter of 2018 decreased primarily due to a reduction in the federal statutory rate enacted by the Tax Cuts and Jobs Act.

Net Earnings and Net Earnings Per Diluted Share

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

Net earnings of $0.95 per diluted share for the first quarter of 2019 represented a decrease of 59.9% from net earnings of $2.37 per diluted share for the first quarter of ~~2018 represented an increase of 641.6% from~~2018. Adjusted net earnings of ~~$0.32~~$0.72 per diluted share for the first quarter of ~~2017. Adjusted~~2019 represented a decrease of 1.4% from adjusted net earnings of $0.73 per diluted share for the first quarter of ~~2018 represented an increase of 25.9% from adjusted net earnings of $0.58 per diluted share for the first quarter of 2017.~~2018. The ~~increase~~decrease in adjusted net earnings per diluted share resulted primarily from a lower ~~LIFO charge,~~FIFO operating profit, partially offset by lower income tax expense and lower weighted average common shares outstanding due to common share ~~repurchases, partially offset by lower FIFO operating profit and increased interest expense.~~repurchases.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Information

Net cash provided by operating activities

We generated ~~$2.4~~$2.3 billion of cash from operations in the first quarter of ~~2018,~~2019, compared to ~~$2.3~~$2.4 billion in the first quarter of ~~2017.~~2018. The cash provided by operating activities came from net earnings including non-controlling interests adjusted primarily for non-cash expenses of depreciation and amortization, LIFO charge, stock compensation, expense for company-sponsored pension plans, deferred income taxes, gain on sale of the convenience store business unit and mark to market gain on Ocado securities. Changes in working capital created a net cash inflow in the first quarter of 2018 and the first quarter of 2017.

~~The increase~~decrease in net cash provided by operating activities in the first quarter of ~~2018,~~2019, compared to the first quarter of ~~2017,~~2018, resulted primarily from ~~an increase~~a decrease in net earnings including noncontrolling interests, non-cash adjustments for the 2019 gain on sale of businesses and ~~positive~~increased mark to market gain on Ocado securities and reduced cash provided by operating activities for changes in working capital,, partially offset by ~~an increase in~~the prior year non-cash ~~expenses.~~adjustment for the gain on sale of our convenience store business unit and operating lease asset amortization.

Cash provided by operating activities for changes in working capital was $916 million in the first quarter of 2019 compared to $1.4 billion in the first quarter of ~~2018 compared to $1.0 billion in the first quarter of 2017.~~ 2018. The ~~increase~~decrease in cash provided by operating activities for changes in working capital in the first quarter of ~~2018,~~2019, compared to ~~2017,~~the first quarter of 2018, was primarily due to the following:

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

~~Positive~~Reduced working capital related to income taxes receivable and payable over the prior year as a result of ana prior year overpayment of our fourth quarter 2017 estimated taxes and our estimated taxes on the gain on sale of our convenience store business unit; and

Payments on operating lease liabilities; partially offset by

~~Higher receivables due to increasing vendor allowance activity, pharmacy sales requiring third party payments and growth in revenue in non-supermarket businesses.~~Proceeds from a contract associated with the sale of a business.

Cash paid for taxes increased in the first quarter of 2019, compared with the first quarter of 2018, primarily due to the payment of estimated taxes on the gain on sale of the You Technology and Turkey Hill Dairy businesses.

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

Investing activities used cash of $464 million in the first quarter of 2019 compared to cash provided ~~cash~~by investing activities of $1.3 billion in the first quarter of ~~2018 compared to a use of~~2018. We used cash ~~for~~in investing activities ~~of $744 million~~ in the first quarter of ~~2017. The amount of~~2019 compared to cash provided by investing activities ~~increased~~ in the first quarter of 2018, ~~versus the first quarter of 2017,~~ primarily due to ~~the~~increased payments for property and equipment and reduced net proceeds from the sale of ~~our convenience store business unit.~~

~~We define free cash flow as net cash provided~~businesses, partially offset by ~~operating activities minus net cash used by investing activities, excluding merger & acquisition activities. Free cash flow was $1.6 billion in both~~increased proceeds from the ~~first quarters~~sale of ~~2018 and 2017. Free cash flow increases our flexibility when making decisions regarding share repurchases, dividends, debt levels, and other strategic investments.~~assets.

Net cash used by financing activities

We used ~~$3.4~~$1.8 billion of cash for financing activities in the first quarter of ~~2018~~2019 compared to ~~$1.5~~$3.4 billion during the first quarter of ~~2017.~~2018. The amount of cash used for financing activities for the first quarter of ~~2018,~~2019, compared to the first quarter of ~~2017, increased $1.8~~2018, decreased $1.5 billion primarily due to ~~increased~~decreased payments on commercial paper and share repurchases, partially offset by ~~an increase in~~increased payments on long-term debt including obligations under finance leases and a reduction of proceeds from the issuance of long-term debt. We used a portion of the proceeds from the sale of our convenience store business unit to pay down outstanding commercial paper borrowings and fund an ASR program. We entered and funded a $1.2 billion ASR program during the first quarter of 2018. $1.1 billion of the ASR program settled during the first quarter of 2018 and we expect the remaining repurchases under the ASR program to be completed no later than July 6, 2018.

Debt Management

As of May ~~26, 2018,~~25, 2019, we maintained a $2.75 billion (with the ability to increase by $1 billion), unsecured revolving credit facility that, unless extended, terminates on August 29, 2022. Outstanding borrowings under the credit facility, the commercial paper borrowings, and some outstanding letters of credit, reduce funds available under the credit facility. As of May ~~26, 2018,~~25, 2019, we had no$100 million of outstanding commercial paper orand no borrowings under our revolving credit facility. The outstanding letters of credit that reduce funds available under our credit facility totaled $6$3 million as of May ~~26, 2018.~~25, 2019.

Our bank credit facility and the indentures underlying our publicly issued debt contain various financial covenants. As of May ~~26, 2018,~~25, 2019, we were in compliance with the financial covenants. Furthermore, management believes it is not reasonably likely that we will fail to comply with these financial covenants in the foreseeable future.

Total debt, including both the current and long-term portions of ~~capital~~finance leases and lease-financing obligations, decreased ~~$1.3~~$1.8 billion as of May ~~26, 2018~~25, 2019 compared to our fiscal year end ~~2017~~2018 debt of ~~$15.6~~$15.2 billion. ~~The~~This decrease ~~in 2018, compared to 2017,~~ resulted primarily from net payments on commercial paper borrowings of ~~$2.1 billion~~$700 million and the ~~payment of $200 million of senior notes bearing an interest rate of 7.00%, partially offset by the issuance~~repayment of our $1.0 billion term loan that has a variable interest rate. The variable interest rate on the term loan was 2.82% as of May 26, 2018. The sale of our convenience store business unit allowed us to pay down debt and fund our ASR program.loan.

Common Share Repurchase Program

During the first quarter of ~~2018,~~2019, we invested ~~$1.8 billion~~$15 million to repurchase ~~74.4 million~~564 thousand Kroger common shares at an average price of ~~$24.33~~$26.68 per share. The shares repurchased in the first quarter of ~~2018~~2019 were reacquired under a program that uses the ~~following repurchase programs authorized~~cash proceeds from the exercises of stock options by participants in Kroger’s stock option, long-term incentive plans and the associated tax benefits.

On March 15, 2018, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market ~~purchase:~~

~~On June 22, 2017, our Board of Directors approved a $1.0 billion share repurchase~~ ~~program~~ ~~(the “June 2017 Repurchase Program”)~~. ~~This program was exhausted during the first quarter of 2018.~~

~~On March 15, 2018, our Board of Directors approved a $1.0 billion share repurchase program, to supplement the June 2017 Repurchase Program, to reacquire shares via open market~~ purchase or privately negotiated transactions, including accelerated stock repurchase transactions, block trades, or pursuant to trades intending to comply with rule 10b5-1 of the Securities Exchange Act of 1934 (the “March 2018 Repurchase Program”).

On April 19, 2018, our Board of Directors approved a $1.2 billion ASR program to reacquire shares in privately negotiated transactions. $1.1 billion under the ASR program settled during the first quarter of 2018.

As of May ~~26, 2018, there was $680~~25, 2019, $546 million ~~remaining~~remained under the March 2018 Repurchase ~~Program and the ASR program. We~~ ~~expect the remaining repurchases under the ASR program to be completed no later than July 6, 2018.~~Program.

Dividends

The following table provides dividend information ($ in millions, except per share amounts):


	First Quarter Ended
	May 25,		May 26,
	2019		2018
Cash dividends paid	$	113	$	110
Cash dividends paid per common share	$	0.140	$	0.125

Liquidity Needs

We estimate our liquidity needs over the next twelve-month period to approximate ~~$5.2~~$4.8 billion, which includes anticipated requirements for working capital, capital investments, interest payments and scheduled principal payments of debt and commercial paper, offset by cash and temporary cash investments on hand at the end of the first quarter of ~~2018.~~2019. We generally operate with a working capital deficit due to our efficient use of cash in funding operations and because we have consistent access to the capital markets. Based on current operating trends, we believe that cash flows from operating activities and other sources of liquidity, including borrowings under our commercial paper program and bank credit facility, will be adequate to meet our liquidity needs for the next twelve months and for the foreseeable future beyond the next twelve months. We have approximately ~~$1.1~~$1.3 billion of senior notes and ~~the $1.0 billion term loan~~$100 million of commercial paper maturing in the next twelve months, which are included in the ~~$5.2~~$4.8 billion of estimated liquidity needs. We expect to ~~refinance this debt, in the next 12 months, by~~satisfy these obligations using cash generated from operations and through issuing additional senior notes, a term loan or commercial ~~paper on favorable terms based on our past experience.~~paper. We believe we have adequate coverage of our debt covenants to continue to maintain our current investment grade debt ratings and to respond effectively to competitive conditions.

CAPITAL INVESTMENTS

Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled $876 million for the first quarter of 2019, compared to $848 million for the first quarter of ~~2018, compared to $921 million for the first quarter of 2017.~~2018. During the rolling four quarter period ended with the first quarter of ~~2018,~~2019, we opened, expanded, relocated or ~~relocated 40~~acquired 30 supermarkets and also completed ~~111~~199 major within-the-wall remodels. Total supermarket square footage at the end of the first quarter of ~~2018~~2019 increased ~~0.5%~~0.1% from the end of the first quarter of ~~2017.~~2018. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the first quarter of ~~2018~~2019 increased ~~1.5%~~0.7% over the end of the first quarter of ~~2017.~~2018.

CRITICAL ACCOUNTING POLICIES

We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner. Our critical accounting policies are summarized in our Annual Report on Form 10-K for the fiscal year ended February ~~3, 2018.~~2, 2019.

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

RECENTLY ADOPTED ACCOUNTING STANDARDS

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

In March 2017, the FASB issued ASU "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07).” ASU 2017-07 requires an employer to report the service cost component of retiree benefits in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented separately from the service cost component and outside a subtotal of income from operations. We adopted ASU 2017-07 on February 4, 2018 and retrospectively applied it to all periods presented. As a result, retiree benefit plan interest expense, investment returns, settlements and other non-service cost components of retiree benefit expenses are excluded from our operating profit subtotal as reported in our Consolidated Statements of Operations, but remain included in net earnings before income tax expense. Due to the adoption, we reclassified $9 million of non-service company-sponsored pension plan costs from operating profit to other income (expense) on our Consolidated Statements of Operations. Information about retiree benefit plans' interest expense, investment returns and other components of retiree benefit expenses can be found in Note 3 to our Consolidated Financial Statements.

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

~~RECENTLY ISSUED ACCOUNTING STANDARDS~~

~~In February 2016, the FASB issued~~ ASU 2016-02, “Leases,” which provides guidance for the recognition of lease agreements. We adopted the standard using the modified retrospective approach, which provides a method for recording existing leases at adoption that approximates the results of a full retrospective approach. In addition, we elected the transition package of practical expedients permitted within the standard, which allowed us to carry forward our historical lease classification, and applied the transition option which does not require application of the guidance to comparative periods in the year of adoption.

The ~~standard’s core principle is that a company will now recognize most leases on its balance sheet as~~adoption of the standard resulted in the recognition of operating lease assets and operating lease liabilities ~~with corresponding right-of-use assets. This guidance will be effective for us~~of approximately $6.8 billion and $7.0 billion, respectively, as of February 3, 2019. Included in the ~~first quarter~~measurement of ~~fiscal year ending February 1, 2020. Early adoption~~the new lease assets is ~~permitted.~~the reclassification of certain balances, including those historically recorded as prepaid or deferred rent and favorable and unfavorable leasehold interests. Several other asset and liability line items in the Consolidated Balance Sheets were also impacted by immaterial amounts. The adoption of this ~~ASU will result~~standard also resulted in a ~~material increase on our Consolidated Balance Sheets~~change in naming convention for ~~lease liabilities and right-of-use assets, and we~~leases classified historically as capital leases. These leases are ~~currently evaluating the other effects of~~now referred to as finance leases. The adoption of this ~~ASU on~~standard did not materially affect our ~~Consolidated Financial Statements.~~ This evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population, analyzing the practical expedients and assessing opportunities to make certain changes to our lease accounting information technology system in order to determine the best implementation strategy. ~~We believe our current off-balance sheet leasing commitments are reflected in our investment grade debt rating~~.consolidated net earnings or cash flows.

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

SUPPLEMENTAL INFORMATION

Sales Reclassification

Products and services related primarily to Kroger Personal Finance and Media, which were historically accounted for as an offset to OG&A, are now classified as a component of sales, except for certain ~~disclosures regarding stranded tax effects. ASU 2018-02~~amounts in Media, which are netted against merchandise costs. These prior-year amounts have been reclassified to conform to current-year presentation, which is ~~effective for fiscal years beginning after December 15, 2018,~~consistent with our Restock Kroger initiative and ~~interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the effect~~our view of the ~~standard on~~products and services as part of our ~~Consolidated Financial Statements.~~core business strategy. This is also more consistent with industry practice.

The following table summarizes the Company's 2018 sales reclassification ($ in millions):


	First Quarter Ended
	Previously Stated		Reclassification		Reclassified
	May 26,				May 26,
	2018		2018		2018
Sales	$	37,530	$	192	$	37,722

Operating expenses
Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below		29,362		57		29,419
Operating, general and administrative		6,122		135		6,257
Rent		276		—		276
Depreciation and amortization		741		—		741

Operating profit	$	1,029	$	—	$	1,029

OUTLOOK

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

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

We ~~expect~~are targeting identical sales growth, excluding fuel, to range from 2.0% to ~~2.5%~~2.25% in ~~2018. This reflects our updated definition of identical sales and is supported by our expectation for identical supermarket sales that is the same as our original guidance for the year~~2019.

Our GAAP net earnings guidance range is $2.38 to $2.48 per diluted share for 2019.

On an adjusted basis, we maintain our net earnings guidance range of $2.15 to $2.25 per diluted share for 2019.

We expect FIFO operating profit to range from $2.9 billion to $3.0 billion for 2019.

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

We expect our 2019 tax rate to be approximately 23%. Excluding the 2019 Adjusted Items, we expect our 2019 tax rate to be approximately 22%.

We raised the low end of our net earnings guidance range to $3.64 to $3.79 per diluted share for 2018. The previous GAAP range was $3.59 to $3.79. We raised the low end of our adjusted net earnings guidance range to $2.00 to $2.15 per diluted share for 2018, from $1.95 to $2.15 previously.

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

~~We expect our 2018 tax rate to be approximately 22%.~~

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

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

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

Our ability to achieve ~~sales and earnings~~these goals may also be affected by our ability to manage the factors identified above. Our ability to execute our financial strategy may be affected by our ability to generate cash flow.

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

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

Other factors and assumptions not identified above, including those discussed in Item 1A of this Report, could also cause actual results to differ materially from those set forth in the forward-looking information. Accordingly, actual events and results may vary significantly from those included in, contemplated or implied by forward-looking statements made by us or our representatives. ~~Except as required by law, we~~We undertake no obligation to update the forward-looking information contained in this filing.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in our exposure to market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the fiscal year ended February ~~3, 2018.~~2, 2019.

Item 4. Controls and Procedures.

The Chief Executive Officer and the Chief Financial Officer, together with a disclosure review committee appointed by the Chief Executive Officer, evaluated Kroger’s disclosure controls and procedures as of the quarter ended May ~~26, 2018,~~25, 2019, the end of the period covered by this report. Based on that evaluation, Kroger’s Chief Executive Officer and Chief Financial Officer concluded that Kroger’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) were effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In the first quarter of 2019, the Company adopted ASU 2016-02, “Leases.” The Company updated accounting policies and implemented new internal controls in conjunction with the new lease standard. In connection with the evaluation described above, there was no change in Kroger’s internal control over financial reporting during the quarter ended May ~~26, 2018,~~25, 2019, that has materially affected, or is reasonably likely to materially affect, Kroger’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

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

(c)

ISSUER PURCHASES OF EQUITY SECURITIES


					Maximum						Maximum
					Dollar Value of						Dollar Value of
					Shares that May						Shares that May
				Total Number of	Yet Be					Total Number of	Yet Be
				Shares Purchased	Purchased					Shares Purchased	Purchased
	Total Number	Average		as Part of Publicly	Under the Plans		Total Number	Average		as Part of Publicly	Under the Plans
	of Shares	Price Paid Per		Announced Plans	or Programs(4)		of Shares	Price Paid Per		Announced Plans	or Programs(4)
Period(1)	Purchased(2)	Share		or Programs(3)	(in millions)		Purchased(2)	Share		or Programs(3)	(in millions)
First four weeks
February 4, 2018 to March 3, 2018	4,049,678	$	28.28	4,049,678	$	165
February 3, 2019 to March 2, 2019							150,556	$	28.83	149,724	$	546
Second four weeks
March 4, 2018 to March 31, 2018	11,973,294	$	23.95	11,891,090	$	885
March 3, 2019 to March 30, 2019							383,212	$	25.64	176,269	$	546
Third four weeks
April 1, 2018 to April 28, 2018	50,312,071	$	24.06	50,312,002	$	875
March 31, 2019 to April 27, 2019							128,718	$	25.23	128,687	$	546
Fourth four weeks
April 29, 2018 to May 26, 2018	8,102,882	$	24.56	8,102,782	$	680
April 28, 2019 to May 25, 2019							109,294	$	25.37	109,294	$	546
Total	74,437,925	$	24.33	74,355,552	$	680	771,780	$	26.15	563,974	$	546

(1)

The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The first quarter of ~~2018~~2019 contained four 28-day ~~periods.~~periods.

(2)

Includes (i) ~~shares repurchased under the June 2017 Repurchase Program, the March 2018 Repurchase Program and the ASR program, (ii)~~ shares repurchased under a program announced on December 6, 1999 to repurchase common shares to reduce dilution resulting from our employee stock option and long-term incentive plans, under which repurchases are limited to proceeds received from exercises of stock options and the tax benefits associated therewith (“1999 Repurchase Program”), and ~~(iii) 82,373~~(ii) 207,806 shares that were surrendered to the Company by participants under our long-term incentive plans to pay for taxes on restricted stock ~~awards.~~awards.

(3)

Represents shares repurchased under the 1999 Repurchase ~~Program, the June 2017 Repurchase Program, the March 2018 Repurchase Program and the ASR program.~~Program.

(4)

The amounts shown in this column reflect the amount remaining under the ~~June 2017 Repurchase Program, the~~ March 2018 Repurchase Program ~~and the ASR program~~ as of the specified period end dates. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. ~~The June 2017 Repurchase Program was exhausted during the first quarter of 2018.~~ The March 2018 Repurchase Program and the 1999 Repurchase Program do not have an expiration date but may be suspended or terminated by our Board of Directors at any ~~time. The ASR program terminates on July 6, 2018 and any remaining repurchases under the ASR program will be completed by that date.~~time.

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Item 6. Exhibits.


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

EXHIBIT 3.2	-	The Company’s regulations are hereby incorporated by reference to Exhibit ~~3.2~~3.1 of the Company’s ~~Quarterly~~Current Report on Form ~~10-Q for~~8-K filed with the ~~quarter ended May 26, 2007.~~SEC on June 27, 2019.

EXHIBIT 4.1	-	Instruments defining the rights of holders of long-term debt of the Company and its subsidiaries are not filed as Exhibits because the amount of debt under each instrument is less than 10% of the consolidated assets of the Company. The Company undertakes to file these instruments with the SEC upon request.

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

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

EXHIBIT 32.1	-	Section 1350 Certifications.

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

EXHIBIT 101.INS	-	XBRL Instance Document.

EXHIBIT 101.SCH	-	XBRL Taxonomy Extension Schema Document.

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

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

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

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

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Exhibit Index


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

EXHIBIT 3.2	-	The Company’s regulations are hereby incorporated by reference to Exhibit ~~3.2~~3.1 of the Company’s ~~Quarterly~~Current Report on Form ~~10-Q for~~8-K filed with the ~~quarter ended May 26, 2007.~~SEC on June 27, 2019.

EXHIBIT 4.1	-	Instruments defining the rights of holders of long-term debt of the Company and its subsidiaries are not filed as Exhibits because the amount of debt under each instrument is less than 10% of the consolidated assets of the Company. The Company undertakes to file these instruments with the SEC upon request.

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

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

EXHIBIT 32.1	-	Section 1350 Certifications.

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

EXHIBIT 101.INS	-	XBRL Instance Document.

EXHIBIT 101.SCH	-	XBRL Taxonomy Extension Schema Document.

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

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

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

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

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SIGNATURES

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


	THE KROGER CO.

Dated: June ~~29, 2018~~28, 2019	By:	/s/ W. Rodney McMullen
		W. Rodney McMullen
		Chairman of the Board and Chief Executive Officer

Dated: June ~~29, 2018~~28, 2019	By:	/s/ ~~J. Michael Schlotman~~Gary Millerchip
		~~J. Michael Schlotman~~Gary Millerchip
		~~Executive~~Senior Vice President and Chief Financial Officer

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