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 ~~August 15, 2020~~May 22, 2021

☐	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, Ohio 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	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 ~~774,324,818~~747,238,079 shares of Common Stock ($1 par value) outstanding as of ~~September 15, 2020.~~June 22, 2021.

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

THE KROGER CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Second Quarter Ended				Two Quarters Ended				First Quarter Ended
	August 15,		August 17,		August 15,		August 17,		May 22,		May 23,
(In millions, except per share amounts)	2020		2019		2020		2019		2021		2020
Sales	$	30,489	$	28,168	$	72,038	$	65,419	$	41,298	$	41,549

Operating expenses
Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below		23,551		22,007		55,005		50,990		31,947		31,454
Operating, general and administrative		5,297		4,811		12,968		11,125		7,424		7,671
Rent		204		200		477		474		261		273
Depreciation and amortization		617		591		1,442		1,370		861		825

Operating profit		820		559		2,146		1,460		805		1,326

Other income (expense)
Interest expense		(135)		(130)		(309)		(327)		(165)		(174)
Non-service component of company-sponsored pension plan costs		8		(4)		19		(1)		18		11
Gain (loss) on investments		368		(45)		790		61
Gain on sale of businesses		—		—		—		176
(Loss) gain on investments										(479)		422

Net earnings before income tax expense		1,061		380		2,646		1,369		179		1,585

Income tax expense		241		93		614		319		36		373

Net earnings including noncontrolling interests		820		287		2,032		1,050		143		1,212
Net income (loss) attributable to noncontrolling interests		1		(10)		1		(19)
Net income attributable to noncontrolling interests										3		—

Net earnings attributable to The Kroger Co.	$	819	$	297	$	2,031	$	1,069	$	140	$	1,212

Net earnings attributable to The Kroger Co. per basic common share	$	1.04	$	0.37	$	2.58	$	1.32	$	0.18	$	1.53

Average number of common shares used in basic calculation		777		800		779		799		752		780

Net earnings attributable to The Kroger Co. per diluted common share	$	1.03	$	0.37	$	2.55	$	1.31	$	0.18	$	1.52

Average number of common shares used in diluted calculation		786		805		787		805		760		788

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

THE KROGER CO.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

							��
	Second Quarter Ended				Two Quarters Ended					First Quarter Ended
	August 15,		August 17,		August 15,			August 17,		May 22,		May 23,
(In millions)	2020		2019		2020			2019		2021		2020
Net earnings including noncontrolling interests	$	820	$	287	$	2,032		$	1,050	$	143	$	1,212

Other comprehensive income (loss)
Change in pension and other postretirement defined benefit plans, net of income tax⁽¹⁾		3		9		6			16		1		3
Unrealized gains and losses on cash flow hedging activities, net of income tax⁽²⁾		3		(55)		(19)			(63)		—		(22)
Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax⁽³⁾		1		1		2			2		2		1
Cumulative effect of accounting change⁽⁴⁾		—		—		—			(146)

Total other comprehensive income (loss)		7		(45)		(11)			(191)		3		(18)

Comprehensive income		827		242		2,021			859		146		1,194
Comprehensive income (loss) attributable to noncontrolling interests		1		(10)		1			(19)
Comprehensive income attributable to noncontrolling interests											3		—
Comprehensive income attributable to The Kroger Co.	$	826	$	252	$	2,020		$	878	$	143	$	1,194

(1)	Amount is net of tax of $1 for the ~~second~~first quarter of ~~2020~~2021 and $2 for the ~~second~~first quarter of ~~2019. Amount is net of tax of $3 for the first two quarters of 2020 and $5 for the first two quarters of 2019.~~2020.

(2)	Amount is net of tax of ~~$1 for the second quarter of 2020 and~~ ($17~~) for the second quarter of 2019. Amount is net of tax of ($10)~~11) for the first ~~two quarters~~quarter of ~~2020 and ($26) for the first two quarters of 2019.~~2020.

(3)	Amount is net of tax of $1 ~~for the second quarter of 2019. Amount is net of tax of $1~~ for the first ~~two~~ quarters of ~~2020~~2021 and ~~$2 for the first two quarters of 2019.~~2020.

~~(4)~~

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."

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

THE KROGER CO.

CONSOLIDATED BALANCE SHEETS

(unaudited)

August 15,

February 1,

(In millions, except par amounts)

2020

2020

ASSETS

Current assets

Cash and temporary cash investments

$
2,820

$
399

Store deposits in-transit

1,058

1,179

Receivables

1,526

1,706

FIFO inventory

7,778

8,464

LIFO reserve

(1,434)

(1,380)

Prepaid and other current assets

538

522

Total current assets

12,286

10,890

Property, plant and equipment, net

21,881

21,871

Operating lease assets

6,822

6,814

Intangibles, net

1,029

1,066

Goodwill

3,076

3,076

Other assets

2,449

1,539

Total Assets

$
47,543

$
45,256

LIABILITIES

Current liabilities

Current portion of long-term debt including obligations under finance leases

$
1,096

$
1,965

Current portion of operating lease liabilities

666

597

Trade accounts payable

6,871

6,349

Accrued salaries and wages

1,267

1,168

Other current liabilities

4,678

4,164

Total current liabilities

14,578

14,243

Long-term debt including obligations under finance leases

12,386

12,111

Noncurrent operating lease liabilities

6,478

6,505

Deferred income taxes

1,634

1,466

Pension and postretirement benefit obligations

578

608

Other long-term liabilities

2,096

1,750

Total Liabilities

37,750

36,683

Commitments and contingencies see Note 7

SHAREHOLDERS’ EQUITY

Preferred shares, $100 par per share, 5 shares authorized and unissued

—

—

Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2020 and 2019

1,918

1,918

Additional paid-in capital

3,379

3,337

Accumulated other comprehensive loss

(651)

(640)

Accumulated earnings

22,744

20,978

Common shares in treasury, at cost, 1,143 shares in 2020 and 1,130 shares in 2019

(17,570)

(16,991)

Total Shareholders’ Equity - The Kroger Co.

9,820

8,602

Noncontrolling interests

(27)

(29)

Total Equity

9,793

8,573

Total Liabilities and Equity

$
47,543

$
45,256


	May 22,		January 30,
(In millions, except par amounts)	2021		2021
ASSETS
Current assets
Cash and temporary cash investments	$	2,309	$	1,687
Store deposits in-transit		1,011		1,096
Receivables		1,936		1,781
FIFO inventory		8,177		8,436
LIFO reserve		(1,410)		(1,373)
Prepaid and other current assets		522		876
Total current assets		12,545		12,503

Property, plant and equipment, net		23,057		22,386
Operating lease assets		6,663		6,796
Intangibles, net		978		997
Goodwill		3,076		3,076
Other assets		2,492		2,904

Total Assets	$	48,811	$	48,662

LIABILITIES
Current liabilities
Current portion of long-term debt including obligations under finance leases	$	1,150	$	911
Current portion of operating lease liabilities		644		667
Trade accounts payable		7,015		6,679
Accrued salaries and wages		1,165		1,413
Other current liabilities		5,236		5,696
Total current liabilities		15,210		15,366

Long-term debt including obligations under finance leases		12,974		12,502
Noncurrent operating lease liabilities		6,385		6,507
Deferred income taxes		1,541		1,542
Pension and postretirement benefit obligations		507		535
Other long-term liabilities		2,965		2,660

Total Liabilities		39,582		39,112

Commitments and contingencies see Note 7

SHAREHOLDERS’ EQUITY

Preferred shares, $100 par per share, 5 shares authorized and unissued		—		—
Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2021 and 2020		1,918		1,918
Additional paid-in capital		3,505		3,461
Accumulated other comprehensive loss		(627)		(630)
Accumulated earnings		23,021		23,018
Common shares in treasury, at cost, 1,169 shares in 2021 and 1,160 shares in 2020		(18,568)		(18,191)

Total Shareholders’ Equity - The Kroger Co.		9,249		9,576
Noncontrolling interests		(20)		(26)

Total Equity		9,229		9,550

Total Liabilities and Equity	$	48,811	$	48,662

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

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Two Quarters Ended				First Quarter Ended
	August 15,		August 17,		May 22,		May 23,
(In millions)	2020		2019		2021		2020
Cash Flows from Operating Activities:
Net earnings including noncontrolling interests	$	2,032	$	1,050	$	143	$	1,212
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization		1,442		1,370		861		825
Operating lease asset amortization		336		346		191		193
LIFO charge		54		46		37		31
Stock-based employee compensation		107		89		56		63
Company-sponsored pension plan costs		(9)		22
Company-sponsored pension plans						(14)		(5)
Deferred income taxes		176		(49)		(2)		76
Gain on sale of businesses		—		(176)
Gain on the sale of assets		(7)		(157)
Gain on investments		(790)		(61)
Loss (gain) on the sale of assets						9		(12)
Loss (gain) on investments						479		(422)
Other		121		(23)		100		108
Changes in operating assets and liabilities net of effects from mergers and disposals of businesses:
Changes in operating assets and liabilities:
Store deposits in-transit		121		198		84		37
Receivables		117		44		14		90
Inventories		685		274		205		756
Prepaid and other current assets		(16)		68		369		63
Trade accounts payable		522		209		341		783
Accrued expenses		335		104		(548)		167
Income taxes receivable and payable		195		(34)		(175)		276
Operating lease liabilities		(302)		(313)		(214)		(141)
Proceeds from contract associated with sale of business		—		295
Other		286		(25)		320		145

Net cash provided by operating activities		5,405		3,277		2,256		4,245

Cash Flows from Investing Activities:
Payments for property and equipment, including payments for lease buyouts		(1,343)		(1,581)		(820)		(698)
Proceeds from sale of assets		40		247		7		35
Net proceeds from sale of businesses		—		327
Other		(45)		(32)		(40)		(26)

Net cash used by investing activities		(1,348)		(1,039)		(853)		(689)

Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		504		53		—		504
Payments on long-term debt including obligations under finance leases		(28)		(1,025)		(328)		(14)
Net payments on commercial paper		(1,150)		(800)		—		(1,150)
Dividends paid		(254)		(226)		(138)		(128)
Proceeds from issuance of capital stock		87		18		31		57
Treasury stock purchases		(669)		(23)		(402)		(422)
Proceeds from financing arrangement						166		—
Other		(126)		(35)		(110)		(76)

Net cash used by financing activities		(1,636)		(2,038)		(781)		(1,229)

Net increase in cash and temporary cash investments		2,421		200		622		2,327

Cash and temporary cash investments:
Beginning of year		399		429		1,687		399
End of period	$	2,820	$	629	$	2,309	$	2,726

Reconciliation of capital investments:
Payments for property and equipment, including payments for lease buyouts	$	(1,343)	$	(1,581)	$	(820)	$	(698)
Payments for lease buyouts		15		—		—		5
Changes in construction-in-progress payables		(110)		29		154		(62)
Total capital investments, excluding lease buyouts	$	(1,438)	$	(1,552)	$	(666)	$	(755)

Disclosure of cash flow information:
Cash paid during the year for interest	$	373	$	306	$	185	$	188
Cash paid during the year for income taxes	$	229	$	454	$	205	$	18

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

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS’ EQUITY

(unaudited)

Accumulated

Additional

Other

Common Stock

Paid-In

Treasury Stock

Comprehensive

Accumulated

Noncontrolling

(In millions, except per share amounts)

Shares

Amount

Capital

Shares

Amount

Loss

Earnings

Interest

Total
Balances at February 2, 2019

1,918

$
1,918

$
3,245

1,120

$
(16,612)

$
(346)

$
19,681

$
(51)

$
7,835
Issuance of common stock:

Stock options exercised

—

—

—

(1)

12

—

—

—

12
Restricted stock issued

—

—

(14)

—

10

—

—

—

(4)
Treasury stock activity:

Stock options exchanged

—

—

—

—

(15)

—

—

—

(15)
Share-based employee compensation

—

—

48

—

—

—

—

—

48
Other comprehensive loss net of income tax of ($5)

—

—

—

—

—

(146)

—

—

(146)
Cumulative effect of accounting change

—

—

—

—

—

—

146

—

146
Other

—

—

8

—

(8)

—

(5)

11

6
Cash dividends declared ($0.14 per common share)

—

—

—

—

—

—

(113)

—

(113)
Net earnings including noncontrolling interests

—

—

—

—

—

—

772

(9)

763

Balances at May 25, 2019

1,918

$
1,918

$
3,287

1,119

$
(16,613)

$
(492)

$
20,481

$
(49)

$
8,532
Issuance of common stock:

Stock options exercised

—

—

—

(1)

6

—

—

—

6
Restricted stock issued

—

—

(109)

(2)

79

—

—

—

(30)
Treasury stock activity:

Stock options exchanged

—

—

—

—

(8)

—

—

—

(8)
Share-based employee compensation

—

—

41

—

—

—

—

—

41
Other comprehensive loss net of income tax of ($14)

—

—

—

—

—

(45)

—

—

(45)
Other

—

—

51

—

(51)

—

—

1

1
Cash dividends declared ($0.16 per common share)

—

—

—

—

—

—

(131)

—

(131)
Net earnings including noncontrolling interests

—

—

—

—

—

—

297

(10)

287

Balances at August 17, 2019

1,918

$
1,918

$
3,270

1,116

$
(16,587)

$
(537)

$
20,647

$
(58)

$
8,653
Issuance of common stock:

Stock options exercised

—

—

—

—

14

—

—

—

14
Restricted stock issued

—

—

(3)

(1)

1

—

—

—

(2)
Treasury stock activity:

Stock options exchanged

—

—

—

1

(11)

—

—

—

(11)
Share-based employee compensation

—

—

28

—

—

—

—

—

28
Other comprehensive income net of income tax of $14

—

—

—

—

—

42

—

—

42
Other

—

—

1

—

(2)

—

—

(9)

(10)
Cash dividends declared ($0.16 per common share)

—

—

—

—

—

—

(129)

—

(129)
Net earnings including noncontrolling interests

—

—

—

—

—

—

263

(120)

143

Balances at November 9, 2019

1,918

$
1,918

$
3,296

1,116

$
(16,585)

$
(495)

$
20,781

$
(187)

$
8,728
Issuance of common stock:

Stock options exercised

—

—

—

(1)

23

—

—

—

23
Restricted stock issued

—

—

(2)

—

2

—

—

—

—
Treasury stock activity:

Treasury stock purchases, at cost

—

—

—

14

(400)

—

—

—

(400)
Stock options exchanged

—

—

—

1

(31)

—

—

—

(31)
Share-based employee compensation

—

—

38

—

—

—

—

—

38
Other comprehensive income net of income tax of ($42)

—

—

—

—

—

(145)

—

—

(145)
Other

—

—

5

—

—

—

—

(2)

3
Deconsolidation of Lucky's Market

—

—

—

—

—

—

—

168

168
Cash dividends declared ($0.16 per common share)

—

—

—

—

—

—

(130)

—

(130)
Net earnings including noncontrolling interests

—

—

—

—

—

—

327

(8)

319

Balances at February 1, 2020

1,918

$
1,918

$
3,337

1,130

$
(16,991)

$
(640)

$
20,978

$
(29)

$
8,573


									Accumulated
				Additional					Other
	Common Stock			Paid-In		Treasury Stock			Comprehensive		Accumulated		Noncontrolling
(In millions, except per share amounts)	Shares	Amount		Capital		Shares	Amount		Loss		Earnings		Interest		Total
Balances at February 1, 2020	1,918	$	1,918	$	3,337	1,130	$	(16,991)	$	(640)	$	20,978	$	(29)	$	8,573
Issuance of common stock:
Stock options exercised	—		—		—	(4)		57		—		—		—		57
Restricted stock issued	—		—		(20)	—		10		—		—		—		(10)
Treasury stock activity:
Treasury stock purchases, at cost	—		—		—	12		(355)		—		—		—		(355)
Stock options exchanged	—		—		—	2		(67)		—		—		—		(67)
Share-based employee compensation	—		—		63	—		—		—		—		—		63
Other comprehensive loss net of income tax of ($8)	—		—		—	—		—		(18)		—		—		(18)
Other	—		—		17	—		(17)		—		—		1		1
Cash dividends declared ($0.16 per common share)	—		—		—	—		—		—		(128)		—		(128)
Net earnings including noncontrolling interests	—		—		—	—		—		—		1,212		—		1,212

Balances at May 23, 2020	1,918	$	1,918	$	3,397	1,140	$	(17,363)	$	(658)	$	22,062	$	(28)	$	9,328
Issuance of common stock:
Stock options exercised	—		—		—	(1)		30		—		—		—		30
Restricted stock issued	—		—		(109)	(3)		57		—		—		—		(52)
Treasury stock activity:
Treasury stock purchases, at cost	—		—		—	6		(212)		—		—		—		(212)
Stock options exchanged	—		—		—	1		(35)		—		—		—		(35)
Share-based employee compensation	—		—		44	—		—		—		—		—		44
Other comprehensive income net of income tax of $2	—		—		—	—		—		7		—		—		7
Other	—		—		47	—		(47)		—		—		—		—
Cash dividends declared ($0.18 per common share)	—		—		—	—		—		—		(137)		—		(137)
Net earnings including noncontrolling interests	—		—		—	—		—		—		819		1		820

Balances at August 15, 2020	1,918	$	1,918	$	3,379	1,143	$	(17,570)	$	(651)	$	22,744	$	(27)	$	9,793
Issuance of common stock:
Stock options exercised	—		—		—	(1)		11		—		—		—		11
Restricted stock issued	—		—		(2)	—		1		—		—		—		(1)
Treasury stock activity:
Treasury stock purchases, at cost	—		—		—	9		(304)		—		—		—		(304)
Stock options exchanged	—		—		—	1		(16)		—		—		—		(16)
Share-based employee compensation	—		—		40	—		—		—		—		—		40
Other comprehensive income net of income tax of $3	—		—		—	—		—		30		—		—		30
Other	—		—		3	—		(3)		—		—		—		—
Cash dividends declared ($0.18 per common share)	—		—		—	—		—		—		(141)		—		(141)
Net earnings including noncontrolling interests	—		—		—	—		—		—		631		1		632

Balances at November 7, 2020	1,918	$	1,918	$	3,420	1,152	$	(17,881)	$	(621)	$	23,234	$	(26)	$	10,044
Issuance of common stock:
Stock options exercised	—		—		—	(1)		29		—		—		—		29
Restricted stock issued	—		—		(3)	—		3		—		—		—		—
Treasury stock activity:
Treasury stock purchases, at cost	—		—		—	9		(325)		—		—		—		(325)
Stock options exchanged	—		—		—	—		(10)		—		—		—		(10)
Share-based employee compensation	—		—		38	—		—		—		—		—		38
Other comprehensive loss net of income tax of $4	—		—		—	—		—		(9)		—		—		(9)
Other	—		—		6	—		(7)		—		—		(1)		(2)
Cash dividends declared ($0.18 per common share)	—		—		—	—		—		—		(139)		—		(139)
Net earnings including noncontrolling interests	—		—		—	—		—		—		(77)		1		(76)

Balances at January 30, 2021	1,918	$	1,918	$	3,461	1,160	$	(18,191)	$	(630)	$	23,018	$	(26)	$	9,550

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 February 1, 2020	1,918	$	1,918	$	3,337	1,130	$	(16,991)	$	(640)	$	20,978	$	(29)	$	8,573
Issuance of common stock:
Stock options exercised	—		—		—	(4)		57		—		—		—		57
Restricted stock issued	—		—		(20)	—		10		—		—		—		(10)
Treasury stock activity:
Treasury stock purchases, at cost	—		—		—	12		(355)		—		—		—		(355)
Stock options exchanged	—		—		—	2		(67)		—		—		—		(67)
Share-based employee compensation	—		—		63	—		—		—		—		—		63
Other comprehensive loss net of income tax of ($8)	—		—		—	—		—		(18)		—		—		(18)
Other	—		—		17	—		(17)		—		—		1		1
Cash dividends declared ($0.16 per common share)	—		—		—	—		—		—		(128)		—		(128)
Net earnings including noncontrolling interests	—		—		—	—		—		—		1,212		—		1,212

Balances at May 23, 2020	1,918	$	1,918	$	3,397	1,140	$	(17,363)	$	(658)	$	22,062	$	(28)	$	9,328
Balances at January 30, 2021																	1,918	$	1,918	$	3,461	1,160	$	(18,191)	$	(630)	$	23,018	$	(26)	$	9,550
Issuance of common stock:
Stock options exercised	—		—		—	(1)		30		—		—		—		30	—		—		—	(2)		31		—		—		—		31
Restricted stock issued	—		—		(109)	(3)		57		—		—		—		(52)	—		—		(35)	(1)		17		—		—		—		(18)
Treasury stock activity:
Treasury stock purchases, at cost	—		—		—	6		(212)		—		—		—		(212)	—		—		—	10		(338)		—		—		—		(338)
Stock options exchanged	—		—		—	1		(35)		—		—		—		(35)	—		—		—	2		(64)		—		—		—		(64)
Share-based employee compensation	—		—		44	—		—		—		—		—		44	—		—		56	—		—		—		—		—		56
Other comprehensive income net of income tax of $2	—		—		—	—		—		7		—		—		7	—		—		—	—		—		3		—		—		3
Other	—		—		47	—		(47)		—		—		—		—	—		—		23	—		(23)		—		1		3		4
Cash dividends declared ($0.18 per common share)	—		—		—	—		—		—		(137)		—		(137)	—		—		—	—		—		—		(138)		—		(138)
Net earnings including noncontrolling interests	—		—		—	—		—		—		819		1		820	—		—		—	—		—		—		140		3		143

Balances at August 15, 2020	1,918	$	1,918	$	3,379	1,143	$	(17,570)	$	(651)	$	22,744	$	(27)	$	9,793
Balances at May 22, 2021																	1,918	$	1,918	$	3,505	1,169	$	(18,568)	$	(627)	$	23,021	$	(20)	$	9,229

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 other consolidated entities. The ~~February 1, 2020~~January 30, 2021 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 1, 2020.~~January 30, 2021.

The unaudited information in the Consolidated Financial Statements for the ~~second quarters~~first quarter ended May 22, 2021 and ~~two quarters ended August 15,~~May 23, 2020, ~~and August 17, 2019,~~ includes the results of operations of the Company for the ~~12 and 28-week~~16-week periods then ended.

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. The equity investment in Ocado is measured at fair value through net earnings. The fair value of all shares owned, which is measured using Level 1 inputs, was ~~$1,493~~$1,329 and ~~$776~~$1,808 as of ~~August 15, 2020~~May 22, 2021 and ~~February 1, 2020,~~January 30, 2021, respectively, and is included in “Other assets” in the Company’s Consolidated Balance Sheets. An unrealized loss of $479 and gain of $422 ~~The Company held other equity investments without a readily determinable fair value. These investments are measured initially at cost~~for this level 1 investment was recorded in the first quarters of 2021 and remeasured for observable price changes to fair value through net earnings. The value of these investments, which were measured using Level 3 inputs, was $114 and $41 at August 15, 2020 and February 1, 2020, respectively, and is included in ~~“Other assets”~~“(Loss) gain on investments” in the Company’s Consolidated ~~Balance Sheets.~~Statements of Operations. Refer to Note 2 for the disclosure of debt instrument fair values.

2.	DEBT OBLIGATIONS

Long-term debt consists of:


	August 15,		February 1,		May 22,		January 30,
	2020		2020		2021		2021
2.20% to 8.00% Senior Notes due through 2049	$	12,099	$	11,598
1.77% Commercial paper borrowings		—		1,150
1.70% to 8.00% Senior Notes due through 2049					$	11,602	$	11,899
Other		511		508		1,121		511

Total debt, excluding obligations under finance leases		12,610		13,256		12,723		12,410
Less current portion		(1,046)		(1,926)		(1,049)		(844)

Total long-term debt, excluding obligations under finance leases	$	11,564	$	11,330	$	11,674	$	11,566

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 ~~August 15, 2020~~May 22, 2021 and ~~February 1, 2020.~~January 30, 2021. At ~~August 15, 2020,~~May 22, 2021, the fair value of total debt was ~~$14,426~~$14,375 compared to a carrying value of ~~$12,610.~~$12,723. At ~~February 1, 2020,~~January 30, 2021, the fair value of total debt was ~~$14,649~~$14,680 compared to a carrying value of ~~$13,256.~~

On March 18, 2020, the Company proactively borrowed $1,000 under the revolving credit facility. This was a precautionary measure in order to preserve financial flexibility, reduce reliance on the commercial paper market and maintain liquidity in response to the COVID-19 pandemic. During the first quarter of 2020, the Company fully repaid the $1,000 borrowed under the revolving credit facility and the entire $1,150 in outstanding commercial paper obligations, using cash generated by operations.

In anticipation of future debt refinancing, the Company, in the first two quarters of 2020, entered into 3 forward-starting interest rate swap agreements with a maturity date of January 2021 with an aggregate notional amount totaling $150. As of the end of the second quarter of 2020, the Company had a total of $500 notional amount of forward-starting interest rate swaps outstanding. The forward-starting interest rate swaps entered into in the first two quarters of 2020 were designated as cash-flow hedges.$12,410.

Additionally, in the first quarter of ~~2020,~~2021, the Company ~~issued $500~~repaid $300 of senior notes ~~due in fiscal year 2030~~ bearing an interest rate of ~~2.20~~2.60% using cash on hand.

During the first quarter of 2021, the Company acquired 28, previously leased, properties for a purchase price of $455. ~~The net~~Separately, the Company also entered into a transaction to sell those properties to a third party for total proceeds of $621. Total cash proceeds received as a result of the ~~issuance were used~~transactions was $166. The sale transaction did not qualify for ~~general corporate purposes.~~ sale-leaseback accounting treatment. As a result, the Company recorded property, plant and equipment for the $455 price paid and recorded a $621 financing obligation. The leases have a base term of 25 years and 12 option periods of five years each. The Company has the option to purchase the individual properties for fair market value at the end of the base term or at the end of any option period. The Company is obligated to repurchase the properties at the end of the base term for $300 if the lessor exercises its put option.

3.	BENEFIT PLANS

The following table provides the components of net periodic benefit cost for the company-sponsored defined benefit pension plans and other post-retirement benefit plans for the ~~second~~first quarters of ~~2020~~2021 and ~~2019.~~2020:


	Second Quarter Ended								First Quarter Ended
	Pension Benefits				Other Benefits				Pension Benefits				Other Benefits
	August 15,		August 17,		August 15,		August 17,		May 22,		May 23,		May 22,		May 23,
	2020		2019		2020		2019		2021		2020		2021		2020
Components of net periodic benefit cost:
Service cost	$	3	$	7	$	1	$	2	$	3	$	4	$	1	$	2
Interest cost		26		32		1		2		32		34		1		2
Expected return on plan assets		(39)		(41)		—		—		(53)		(52)		—		—
Amortization of:
Prior service cost		—		—		(2)		(2)		—		—		(4)		(4)
Actuarial loss (gain)		8		15		(2)		(2)		12		11		(6)		(2)

Net periodic benefit cost	$	(2)	$	13	$	(2)	$	—	$	(6)	$	(3)	$	(8)	$	(2)

Two Quarters Ended

Pension Benefits

Other Benefits

August 15,

August 17,

August 15,

August 17,


2020

2019

2020

2019
Components of net periodic benefit cost:

Service cost

$
7

$
17

$
3

$
4
Interest cost

60

73

3

4
Expected return on plan assets

(91)

(97)

—

—
Amortization of:

Prior service cost

—

—

(6)

(5)
Actuarial loss (gain)

19

31

(4)

(5)

Net periodic benefit cost

$
(5)

$
24

$
(4)

$
(2)

The Company is not required to make any contributions to its company-sponsored pension plans in ~~2020,~~2021, but may make contributions to the extent such contributions are beneficial to the Company. The Company did not make any contributions to its company-sponsored pension plans in the first ~~two~~ quarters of ~~2020~~2021 and ~~2019.~~2020.

The Company contributed ~~$161~~$95 and ~~$149~~$96 to employee 401(k) retirement savings accounts in the first ~~two~~ quarters of 2021 and 2020, ~~and 2019,~~ 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. In addition to the recurring multi-employer pension contributions the Company makes in the normal course of business, in the first quarter of 2020, the Company contributed an incremental ~~$236, $180 net of tax, to multi-employer pension plans, helping stabilize future associate benefits.~~

During the ~~second~~first quarter of ~~2020,~~2021, associates within the ~~Company reached a tentative~~Fred Meyer and QFC divisions ratified an agreement ~~with certain UFCW local unions to withdraw~~for the transfer of liabilities from the Sound Retirement Trust to the UFCW ~~International Union-Industry~~Consolidated Pension ~~Fund (“National Fund”).~~Plan. The ~~agreement is expected to be approved~~Company will transfer $449, $344 net of tax, in ~~the third quarter of 2020. Upon ratification, the Company expects to incur a withdrawal liability charge of $962,~~net accrued pension liabilities and prepaid escrow funds, on a pre-tax basis, to fulfill obligations for past service for associates and ~~retirees in the National Fund.~~retirees. The Company also expects to make a $27 contribution to a transition reserve in the new variable annuity pension plan. On an after-tax basis, the withdrawal liability and contribution to the transition reserve total approximately $760. This withdrawal liability wouldagreement will be satisfied by cash installment payments to the ~~National Fund over the next three years.~~

During the first two quarters of 2019, the Company incurred charges totaling $86, $66 net of tax, due to obligations related to withdrawal liabilities for certain multi-employer pension funds. The charges were recorded in the OG&A caption in the Consolidated Statements of Operations.

~~Additionally, during the second quarter of 2019, the Company sold an unused warehouse. The gain on the sale was used to contribute a similar amount into the~~ UFCW Consolidated Pension ~~Plan.~~Plan and are expected to be paid evenly over seven years.

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:

Second Quarter Ended

Second Quarter Ended

August 15, 2020

August 17, 2019






Per





Per

Earnings

Shares

Share

Earnings

Shares

Share

(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount

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

$
809

777

$
1.04

$
294

800

$
0.37

Dilutive effect of stock options

9

5

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

$
809

786

$
1.03

$
294

805

$
0.37


	Two Quarters Ended					Two Quarters Ended					First Quarter Ended					First Quarter Ended
	August 15, 2020					August 17, 2019					May 22, 2021					May 23, 2020
				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	$	2,006	779	$	2.58	$	1,057	799	$	1.32	$	139	752	$	0.18	$	1,197	780	$	1.53
Dilutive effect of stock options			8					6					8					8

Net earnings attributable to The Kroger Co. per diluted common share	$	2,006	787	$	2.55	$	1,057	805	$	1.31	$	139	760	$	0.18	$	1,197	788	$	1.52

The Company had combined undistributed and distributed earnings to participating securities totaling ~~$10~~$1 and $3$15 in the ~~second quarter of 2020 and 2019, respectively. For the~~ first ~~two~~ quarters of ~~2020~~2021 and ~~2019, the Company had combined undistributed and distributed earnings to participating securities of $25 and $12,~~2020, respectively.

The Company had options outstanding for approximately 98 million and 2711 million shares during the ~~second quarter~~first quarters of ~~2020~~2021 and ~~2019,~~2020, respectively, that were excluded from the computations of net earnings per diluted common share because their inclusion would have had an anti-dilutive effect on net earnings per share. ~~The Company had options outstanding for approximately~~ 10 million and 24 million shares during the first two quarters of 2020 and 2019, respectively, that were excluded from the computations of net earnings per diluted common share because their inclusion would have had an anti-dilutive effect on net earnings per share.

5.	~~RECENTLY ADOPTED ACCOUNTING STANDARDS~~

In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” Under the new standard, implementation costs related to a cloud computing arrangement will be deferred or expensed as incurred, in accordance with the existing internal-use software guidance for similar costs. The new standard also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense. The Company adopted this guidance on a prospective basis in the first quarter of 2020. The implementation costs the Company capitalized during the first two quarters of 2020 are included in “Other assets” in the Company’s Consolidated Balance Sheets. The corresponding cash flows related to these arrangements are included in “Net cash provided by operating activities” in the Company’s Consolidated Statements of Cash Flows.

1110

5.	LEASES AND LEASE-FINANCED TRANSACTIONS

On May 17, 2018, the Company entered into a Partnership Framework Agreement with Ocado International Holdings Limited and Ocado Group plc (“Ocado”). The Partnership Framework Agreement was amended in 2020. Under this agreement, Ocado will partner exclusively with the Company in the U.S., enhancing the Company’s digital and robotics capabilities in its distribution networks. In the first quarter of 2021, the Company opened its first 2 Kroger Delivery facilities in Monroe, Ohio and Groveland, Florida. The Company determined the arrangement with Ocado contains a lease of the robotic equipment used to fulfil customer orders. As a result, the Company established a finance lease when each facility began fulfilling orders to customers and used its 10 year incremental borrowing rate of 1.66% to calculate the lease liability. The base term of each lease is 10 years with options to renew at the Company’s sole discretion. The Company elected to combine the lease and non-lease elements in the contract. As a result, it will account for all payments to Ocado as lease payments. During the first quarter of 2021, the Company recorded finance lease assets of $267 and finance lease liabilities of $249 related to these 2 location openings.

6.	RECENTLY ISSUED ACCOUNTING STANDARDS

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This standard provides optional expedients and exceptions for applying GAAP to certain contract modifications and hedging relationships that reference LIBOR or other reference rates expected to be discontinued. This guidance is effective upon issuance and can be applied through December 31, 2022. The Company may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company is currently evaluating the effect of this standard on its Consolidated Financial Statements.

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.

The principal contingencies are described below:

Insurance — The Company’s workers’ compensation risks are self-insured in most states. In addition, other workers’ compensation risks and certain levels of insured general liability risks are based on retrospective premium plans, deductible plans, and self-insured retention plans. The liability for workers’ compensation risks is accounted for on a present value basis. Actual claim settlements and expenses incident thereto may differ from the provisions for loss. Property risks have been underwritten by a subsidiary and are all reinsured with unrelated insurance companies. Operating divisions and subsidiaries have paid premiums, and the insurance subsidiary has provided loss allowances, based upon actuarially determined estimates.

Litigation — Various claims and lawsuits arising in the normal course of business, including ~~suits charging violations of certain antitrust,~~personal injury, contract disputes, employment discrimination, wage and hour ~~or civil rights laws, as well as product liability cases,~~and other regulatory claims 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~~when an adverse outcome is probable. Nonetheless, assessing and predicting the outcomes of these matters ~~involve~~involves 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.

1211

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

8.	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table represents the changes in AOCI by component for the first ~~two~~ quarters of ~~2020~~2021 and ~~2019:~~2020:


			Pension and						Pension and
	Cash Flow		Postretirement				Cash Flow		Postretirement
	Hedging		Defined Benefit				Hedging		Defined Benefit
	Activities⁽¹⁾		Plans⁽¹⁾		Total⁽¹⁾		Activities⁽¹⁾		Plans⁽¹⁾		Total⁽¹⁾
Balance at February 2, 2019	$	6	$	(352)	$	(346)
Cumulative effect of accounting change⁽²⁾		(5)		(141)		(146)
OCI before reclassifications⁽³⁾		(63)		—		(63)
Amounts reclassified out of AOCI⁽⁴⁾		2		16		18
Balance at February 1, 2020							$	(42)	$	(598)	$	(640)
OCI before reclassifications⁽²⁾								(22)		—		(22)
Amounts reclassified out of AOCI⁽³⁾								1		3		4
Net current-period OCI		(66)		(125)		(191)		(21)		3		(18)
Balance at August 17, 2019	$	(60)	$	(477)	$	(537)
Balance at May 23, 2020							$	(63)	$	(595)	$	(658)

Balance at February 1, 2020	$	(42)	$	(598)	$	(640)
OCI before reclassifications⁽³⁾		(19)		—		(19)
Amounts reclassified out of AOCI⁽⁴⁾		2		6		8
Balance at January 30, 2021							$	(54)	$	(576)	$	(630)
Amounts reclassified out of AOCI⁽³⁾								2		1		3
Net current-period OCI		(17)		6		(11)		2		1		3
Balance at August 15, 2020	$	(59)	$	(592)	$	(651)
Balance at May 22, 2021							$	(52)	$	(575)	$	(627)

(1)	All amounts are net of tax.

(2)	~~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."~~

~~(3)~~

Net of tax of ($2611) for cash flow hedging activities for the first ~~two quarters of 2019. Net of tax of ($10) for cash flow hedging activities for the first two quarters~~quarter of 2020.

~~(4)~~(3)

~~Net of tax of $2 for cash flow hedging activities and $5 for pension and postretirement defined benefit plans for the first two quarters of 2019.~~ Net of tax of $1 for cash flow hedging activities and $3$2 for pension and postretirement defined benefit plans for the first ~~two quarters~~quarter of 2020. Net of tax of $1 for cash flow hedging activities and $1 for pension and postretirement defined benefit plans for the first quarter of 2021.

The following table represents the items reclassified out of AOCI and the related tax effects for the ~~second quarters and~~ first ~~two~~ quarters of ~~2020~~2021 and ~~2019:~~2020:


	Second Quarter Ended				Two Quarters Ended				First Quarter Ended
	August 15,		August 17,		August 15,		August 17,		May 22,		May 23,
	2020		2019		2020		2019		2021		2020
Cash flow hedging activity items
Amortization of gains and losses on cash flow hedging activities⁽¹⁾	$	1	$	2	$	3	$	4	$	3	$	2
Tax expense		—		(1)		(1)		(2)		(1)		(1)
Net of tax		1		1		2		2		2		1

Pension and postretirement defined benefit plan items
Amortization of amounts included in net periodic pension cost⁽²⁾		4		11		9		21		2		5
Tax expense		(1)		(2)		(3)		(5)		(1)		(2)
Net of tax		3		9		6		16		1		3
Total reclassifications, net of tax	$	4	$	10	$	8	$	18	$	3	$	4

(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 cost (see Note 3 for additional details).

1312

9.	INCOME TAXES

The effective income tax rate was ~~22.7%~~20.2% in the ~~second~~first quarter of ~~2020, compared to 24.5%~~2021 and 23.5% in the ~~second~~first quarter of ~~2019. The effective income tax rate was 23.2% for the first two quarters of 2020, compared to 23.3% for the first two quarters of 2019.~~2020. The effective income tax rate for the ~~second~~first quarter of 2021 differed from the federal statutory rate due to the utilization of tax credits and deductions, partially offset by the effect of state income taxes. The effective income tax rate decreased in the first ~~two quarters~~quarter of 2021, compared to the first quarter of 2020, due to lower pre-tax income in 2021, which increases the favorable impact of tax credits and deductions and reduces the impact of state income taxes. The effective income tax rate for the first quarter of 2020 differed from the federal statutory rate due to the effect of state income taxes, partially offset by the utilization of tax credits and deductions and the benefit from share-based payments. The effective income tax rate for the second quarter of 2019 and the first two quarters of 2019 differed from the federal statutory rate due to the effect of state income taxes and tax expense related to share-based payments, partially offset by the utilization of tax credits and deductions.

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, includes measures to assist companies in response to the COVID-19 pandemic. These measures include ~~a provision that allows employers~~deferring the due dates of tax payments and other changes to ~~defer~~income and non-income-based tax laws. As permitted under the CARES Act, the Company deferred the remittance of the employer portion of the social security tax. The social security tax provision requires that the deferred employment tax ~~must~~ be paid over two years, with half of the amount required to be paid by December 31, 2021 and the other half by December 31, 2022. During ~~the first two quarters of~~ 2020, the Company deferred the employer portion of social security tax of ~~$329 which~~$622. Of the total, $311 is included in “Other current liabilities” and $311 is included in “Other long-term liabilities” in the Company’s Consolidated Balance Sheets. The $329 deferral is included in “Other” within “Changes in operating assets and liabilities net of effects from mergers and disposals of businesses” in the Company’s Consolidated Statements of Cash Flows.

10.

SUBSEQUENT EVENT

On ~~September 11, 2020,~~June 16, 2021, the Company’s Board of Directors approved a $1,000 share repurchase program. The previous share repurchase program ~~that replaced the prior November 2019 share repurchase program.~~was exhausted on June 11, 2021.

1413

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 FIFO operating profit, adjusted net earnings and adjusted net earnings per diluted share because management believes these metrics are useful to investors and analysts. These non-GAAP financial measures should not be considered as an alternative to gross margin, operating profit, net earnings and net earnings per diluted share or any other GAAP measure of performance. These measures should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP.

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

We calculate FIFO operating profit as operating profit excluding the LIFO charge. FIFO operating profit is an important measure used by management asand 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 and adjusted FIFO operating profit metrics are important measures used by management to compare the performance of core operating results between periods. We believe adjusted net earnings, ~~and~~ adjusted net earnings per diluted share and adjusted FIFO operating profit are useful metrics to investors and analysts because they present more accurate year-over-year comparisons of our net earnings, ~~and~~ net earnings per diluted share and FIFO operating profit because adjusted items are not the result of our normal operations. Net earnings for the first ~~two quarters~~quarter of ~~2020~~2021 include the following, which we define as the ~~“2020~~“2021 Adjusted Items”:

●

Charges to operating, general and administrative expenses (“OG&A”) of ~~$85~~$449 million, ~~$63~~$344 million net of tax, for obligations related to withdrawal liabilities for a certain multi-employer pension fund; $43 million, $33 million net of tax, for the revaluation of Home Chef contingent consideration and ~~$67~~$44 million, ~~$49~~$34 million net of tax, for transformation costs (the “2021 OG&A Adjusted Items”).

●

A loss in other income (expense) of $479 million, $367 million net of tax, for the unrealized loss on investments (the “2021 Other Income (Expense) Adjusted Item”).

Net earnings for the first quarter of 2020 include the following, which we define as the “2020 Adjusted Items”:

●

Charges to OG&A of $60 million, $44 million net of tax, for the revaluation of Home Chef contingent consideration and $38 million, $28 million net of tax, for transformation costs (the “2020 OG&A Adjusted Items”).

●

Gains in other income (expense) of ~~$790~~$422 million, ~~$590~~$312 million net of tax, for the unrealized gain on investments (the “2020 ~~Other Income (Expense) Adjusted Item”).~~

~~Net earnings for the second quarter of 2020 include the following, which we define as the “2020 Second Quarter Adjusted Items”:~~

●

Charges to OG&A of $25 million, $19 million net of tax, for the revaluation of Home Chef contingent consideration and $29 million, $21 million net of tax, for transformation costs (the “2020 Second Quarter OG&A Adjusted Items”).

●

~~Gains in other income (expense) of $368 million, $278 million net of tax, for the gain on investments (the “2020 Second Quarter Other Income (Expense) Adjusted Item”).~~

~~Net earnings for the first two quarters of 2019 include the following, which we define as the “2019 Adjusted Items”:~~

●

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

●

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

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

●

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

●

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

Please refer to the “Net Earnings per Diluted Share excluding the Adjusted Items” table and the tables in the “Two-Year Financial Results” section below for reconciliations of certain non-GAAP financial measures reported in this Quarterly Report on Form 10-Q to the most comparable GAAP financial measure and related disclosure.

CAUTIONARY STATEMENT

This discussion and analysis contains certain forward-looking statements about our future performance. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words such as “achieve,” “affect,” “anticipate,” “believe,” “committed,” “continue,” “could,” “estimate,” “expect,” “future,” “guidance,” “maintain,” “may,~~” “positioned,~~” “strategy,” “trend,” “will,” and “would,” 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 in this Form 10-Q.

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 global pandemics, including the ~~novel coronavirus,~~COVID-19 pandemic, natural disasters or weather conditions interfere with the ability of our lenders to lend to us. Our ability to refinance maturing debt may be affected by the state of the financial markets.

●

Our ability to achieve sales, earnings and incremental FIFO operating profit goals may be affected by: COVID-19 pandemic related factors, risks and challenges, including among others, the length of time that the pandemic continues, the temporary inability of customers to shop due to illness, quarantine, or other travel restrictions or financial hardship, shifts in demand away from discretionary or higher priced products to lower priced products, or stockpiling or similar pantry-filling activities, product shortages due to potential constraints in plants and distribution facilities, reduced workforces which may be caused by, but not limited to, the temporary inabilitynew variants of the ~~workforce~~virus, the effect of the easing of restrictions, lack of access to ~~work due to~~vaccines for certain populations and the extent of vaccine aversion, the potential for future spikes in infection and illness ~~quarantine, or government mandates, temporary store closures due to reduced workforces or government mandates, or~~rates and the corresponding potential for disruptions in workforce availability and ~~efficacy~~customer shopping patterns, re-imposed restrictions in the event of ~~a vaccine;~~resurgence, and interruptions in the global supply chain or capacity constraints; the pace of recovery when the pandemic subsides; labor negotiations or disputes; changes in the unemployment rate; pressures in the labor market; changes in government-funded benefit programs and the extent and effectiveness of any COVID-19 stimulus packages; changes in the types and numbers of businesses that compete with us; pricing and promotional activities of existing and new competitors, including non-traditional competitors, and the aggressiveness of that competition; our response to these actions; the state of the economy, including interest rates, the inflationary and deflationary trends in certain ~~commodities,~~commodities; changes in ~~tariffs, and the unemployment rate;~~tariffs; the effect that fuel costs have on consumer spending; volatility of fuel margins; ~~changes in government-funded benefit programs and the extent and effectiveness of any COVID-19 stimulus packages;~~ 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 uncertainty of economic growth or recession; 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 effect of public health crises or other significant catastrophic events, including the coronavirus; 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 onour growth strategy and value creation model, including continued cost savings, growth of our alternative profit businesses, and widening and deepening of our strategic moats of fresh, ~~Restock Kroger~~Our Brands;, personalization, and seamless; and the successful integration of merged companies and new partnerships.

●

Our ability to achieve 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.

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 in this report and other reports that we file with the Securities and Exchange Commission could cause actual results to differ materially.

EXECUTIVE SUMMARY – OUR PATH TO DELIVERING CONSISTENT AND ATTRACTIVE TOTAL SHAREHOLDER RETURN

Our first quarter results demonstrate that Kroger is even better positioned today to connect with our customers than we were before the pandemic because of our relentless focus on Leading with Fresh and Accelerating with Digital for our customers. This relentless focus led to top line sales and adjusted net earnings per diluted share results exceeding our internal expectations. We ~~delivered strong results~~were disciplined in ~~the second quarter and first two quarters of 2020. The COVID-19 pandemic has changed the landscape for food retail and~~balancing investments in our ~~top priority is to provide a safe environment for~~ associates and customers ~~as evidenced by~~with strong cost management and achieved record growth in Alternative Profit streams. We continue to be on track to deliver over $1 billion of incremental cost savings for the fourth consecutive year and we expect Alternative Profit growth to be towards the top end of our ~~investment~~target range of ~~more than $1 billion~~$100 million to $150 million incremental profit in 2021. Identical sales without fuel declined 4.1%, which results in two-year identical sales without fuel stacked growth of 14.9%. Digital sales grew 16% during the first ~~two quarters~~quarter of 2021 and has grown triple digits since the beginning of 2019. We are building on the momentum of 2020 within our seamless ecosystem through expanded capacity, improved customer experience and continuous innovation. These results have given us the confidence to ~~reward associates~~raise our guidance for identical sales without fuel and ~~safeguard associates, customers~~adjusted net earnings per diluted share. In addition, we announced a new $1 billion share repurchase program. This $1 billion share repurchase program reinforces the Board’s and ~~communities. We believe~~management’s confidence in our ~~customers are rewarding us for these priorities~~cash flow generation and ~~the strategic choices we have made. We are growing market share and expect~~is consistent with our commitment to deliver ~~consistently~~sustainable and attractive total shareholder returns ~~for the long term. Our results continue~~of 8% to show that Kroger is a trusted brand and our customers choose to shop with us because they value the product quality and freshness, convenience, and digital offerings that we provide, even more during these unprecedented times. The strategic choices and investments made through ~~Restock Kroger~~ ~~to execute against our competitive moats - Fresh,~~ ~~Our Brands~~, Personalization and Seamless - have positioned Kroger to meet the moment now and beyond 2020. Our data insights show customers are rediscovering their passion for cooking at home and have an aspiration to eat more healthily. We believe some of the changes in food at home consumption triggered by COVID-19 are likely to be structural and lasting. These factors led us to update our guidance for the rest of 2020 and lead us to believe our 2021 business results will be higher than we would have expected prior to the COVID-19 pandemic.11%.

Our financial model is ~~driven~~underpinned by our leading position in food. We continue to invest in areas of the business that matter most to our customers and deepen our competitive moats, to drive sales growth in our retail supermarket business, including fuel and ~~health~~pharmacy. This in turn generates the data and ~~wellness businesses, in addition to~~traffic that enables our ~~growing~~fast-growing alternative profit ~~businesses.~~streams. Our financial strategy is to continue to use ~~the strong~~our free cash flow ~~generated by the business and deploy it~~to invest in the business ~~in a disciplined way~~ to drive long-term sustainable net earnings growth, through the identification of high-return projects that support our strategy. WeCapital allocation is a core element of our value creation model, and we will allocate capital ~~toward~~towards driving profitable sales growth, accelerating digital, expanding margin as well as maintaining the business. We will continue to be disciplined in ~~stores~~deploying capital towards projects that exceed our hurdle rate of return and ~~digital, improve productivity, and build a seamless digital ecosystem and supply chain.~~prioritize the highest return opportunities to drive 3% to 5% net earnings growth. At the same time, we are committed to maintaining our net debt to adjusted EBITDA range of 2.30 to 2.50 in order to keep our current ~~investment-grade~~investment grade debt ~~rating. We also expect to~~rating and continue to ~~grow our~~return cash to shareholders via share repurchases and a growing dividend over ~~time, reflecting the confidence we have~~time. We remain confident in our ability to generate strong free cash flow and ~~expect to continue to return excess cash to investors via share repurchases. Our financial model has proven to be resilient throughout the economic cycle. We expect our model to~~ deliver ~~improved operating results over time and continued strong free cash flow, which will translate into a consistently~~ strong and ~~attractive~~sustainable total shareholder return ~~over the long-term~~ of 8% to 11%.

The following table provides highlights of our financial performance:

Financial Performance Data

($ in millions, except per share amounts)

Second Quarter Ended

Two Quarters Ended

August 15,

Percentage

August 17,

August 15,

Percentage

August 17,

2020

Change

2019

2020

Change

2019

Sales

$
30,489

8.2
%
$
28,168

$
72,038

10.1
%
$
65,419

Net earnings attributable to The Kroger Co.

819

175.8
%

297

2,031

90.0
%

1,069

Adjusted net earnings attributable to The Kroger Co.

581

62.7
%

357

1,553

64.7
%

943

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

1.03

178.4
%

0.37

2.55

94.7
%

1.31

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

0.73

65.9
%

0.44

1.95

68.1
%

1.16

Operating profit

820

46.7
%

559

2,146

47.0
%

1,460

Adjusted FIFO operating profit

894

42.8
%

626

2,347

48.3
%

1,583

Dividends paid

126

11.5
%

113

254

12.4
%

226

Dividends paid per common share

0.160

14.3
%

0.140

0.320

14.3
%

0.280

Identical sales excluding fuel

14.6
%
N/A

2.2
%

17.1
%
N/A

1.8
%
FIFO gross margin rate, excluding fuel, bps increase (decrease)

0.05

N/A

(0.29)

0.29

N/A

(0.36)

OG&A rate, excluding fuel and Adjusted Items, bps increase (decrease)

(0.61)

N/A

(0.14)

0.04

N/A

(0.13)

Reduction in total debt, including obligations under finance leases compared to prior fiscal year end

594

N/A

1,746

594

N/A

1,746

Share repurchases

247

N/A

8

669

N/A

23


	First Quarter Ended
	May 22,			Percentage		May 23,
	2021			Change		2020
Sales	$	41,298		(0.6)	%	$	41,549
Sales without fuel	$	37,308		(4.0)	%	$	38,857
Net earnings attributable to The Kroger Co.	$	140		(88.4)	%	$	1,212
Adjusted net earnings attributable to The Kroger Co.	$	918		(5.6)	%	$	972
Net earnings attributable to The Kroger Co. per diluted common share	$	0.18		(88.2)	%	$	1.52
Adjusted net earnings attributable to The Kroger Co. per diluted common share	$	1.19		(2.5)	%	$	1.22
Operating profit	$	805		(39.3)	%	$	1,326
Adjusted FIFO operating profit	$	1,375		(5.4)	%	$	1,453
Dividends paid	$	138		7.8	%	$	128
Dividends paid per common share	$	0.18		12.5	%	$	0.16
Identical sales excluding fuel		(4.1)	%	N/A			19.0	%
FIFO gross margin rate, excluding fuel, bps increase (decrease)		(0.65)		N/A			0.44
OG&A rate, excluding fuel and Adjusted Items, bps increase (decrease)		(1.08)		N/A			0.51
Increase (decrease) in total debt, including obligations under finance leases compared to prior fiscal year end	$	711		N/A		$	(605)
Share repurchases	$	402		N/A		$	422

1816

OVERVIEW

Notable items for the ~~second~~first quarter ~~and first two quarters~~ of ~~2020~~2021 are:

Shareholder Return

●

Net earnings attributable to The Kroger Co. per diluted common share of ~~$1.03 for the second quarter and $2.55 for the first two quarters.~~$0.18, which results in a two-year compounded annual growth rate of (56.5%).

●

Adjusted net earnings attributable to The Kroger Co. per diluted common share of ~~$0.73 for the second quarter and $1.95 for the first two quarters.~~$1.19, which results in a two-year compounded annual growth rate of 28.6%.

●

Achieved operating profit of ~~$820~~$805 million, ~~for the second quarter and $2.1 billion for the first two quarters.~~which results in a two-year compounded annual growth rate of (5.5%).

●

Achieved adjusted FIFO operating profit of ~~$894 million for the second quarter and $2.3~~$1.4 billion, ~~for the first two quarters.~~which results in a two-year compounded annual growth rate of 19.9%.

●

~~During the first two quarters of 2020, we generated~~Generated cash from operations of ~~$5.4~~$2.3 billion.

●

During the first two quarters of 2020, we increased cash and temporary cash investments by $2.4 billion, reflecting improved operating performance, significant improvements in working capital and deferred tax payments as a result of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) which was enacted in the first quarter of 2020.

●

~~During the first two quarters of 2020, we returned $923~~Returned $540 million to shareholders through share repurchases and dividend payments.

●

~~During the first two quarters of 2020, we decreased total debt, including obligations under finance leases, by $594 million.~~

Other Financial Results

●

Identical sales, excluding fuel, ~~increased 14.6% for the second quarter and 17.1%~~decreased 4.1% for the first ~~two quarters~~quarter of ~~2020.~~2021, which results in a two-year stacked growth rate of 14.9%.

●

Digital revenue grew ~~127% in the second quarter and 107%~~16% in the first ~~two quarters~~quarter of ~~2020.~~2021 and has grown triple digits since the beginning of 2019. Digital revenue primarily includes Pickup, Delivery, Ship and pharmacy e-commerce sales.

●

Achieved record Alternative Profit streams growth in the first quarter of 2021 fueled by our digital media business – Kroger Precision Marketing (“KPM”) and Kroger Personal Finance.

Significant Events

●

During the first ~~two quarters~~quarter of ~~2020, we invested more than $1 billion~~2021, Fred Meyer and QFC and four local unions ratified an agreement for the transfer of liabilities from the Sound Retirement Trust to ~~support~~the UFCW Consolidated Pension Plan. We will transfer $449 million in net accrued pension liabilities and ~~safeguard~~prepaid escrow funds, on a pre-tax basis, to fulfill obligations for past service for associates ~~customers~~ and ~~communities~~retirees. On an after-tax basis, $344 million will be needed to execute this transaction. The agreement will be satisfied by cash installment payments to the UFCW Consolidated Pension Plan and are expected to be paid evenly over seven years. The impact of this transaction on GAAP net earnings per diluted share was $0.45 during the ~~COVID-19 pandemic. These investments primarily relate to items within OG&A such as associate appreciation awards, expanded sick~~quarter and emergency leave pay and investments in associate and customer safety during the pandemic (collectively, the “COVID-19 Investments”). Of the total, approximately $250 million was invested during the second quarter of 2020 (the “Second Quarter COVID-19 Investments”).is excluded from adjusted net earnings per diluted share results.

●

~~During~~In the first quarter of ~~2020,~~2021, we opened our first two Kroger Delivery facilities powered by Ocado in addition to the recurring multi-employer pension contributions we make in the normal course of business, we contributed an incremental $236 million, $180 million net of tax, to multi-employer pension plans, helping stabilize future associate benefits (the “2020 Multi-Employer Pension Contribution”).Monroe, Ohio and Groveland, Florida, a new geography.

1917

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 ~~2020~~2021 and ~~2019~~2020 Adjusted Items.

Net Earnings per Diluted Share excluding the Adjusted Items

($ in millions, except per share amounts)

Second Quarter Ended

Two Quarters Ended


August 15,

August 17,

Percentage

August 15,

August 17,

Percentage


2020

2019

Change

2020

2019

Change

Net earnings attributable to The Kroger Co.

$
819

$
297

$
2,031

$
1,069

(Income) expense adjustments

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

—

22

—

66

Adjustment for gain on sale of Turkey Hill Dairy⁽¹⁾⁽³⁾

—

—

—

(80)

Adjustment for gain on sale of You Technology⁽¹⁾⁽⁴⁾

—

—

—

(52)

Adjustment for (gain) loss on investments⁽¹⁾⁽⁵⁾

(278)

36

(590)

(44)

Adjustment for Home Chef contingent consideration⁽¹⁾⁽⁶⁾

19

2

63

(16)

Adjustment for transformation costs⁽¹⁾⁽⁷⁾

21

—

49

—

2020 and 2019 Adjusted Items

(238)

60

(478)

(126)

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

$
581

$
357

62.7
%
$
1,553

$
943

64.7
%

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

$
1.03

$
0.37

$
2.55

$
1.31

(Income) expense adjustments

Adjustment for pension plan withdrawal liabilities⁽⁸⁾

—

0.03

—

0.08

Adjustment for gain on sale of Turkey Hill Dairy⁽⁸⁾

—

—

—

(0.10)

Adjustment for gain on sale of You Technology⁽⁸⁾

—

—

—

(0.06)

Adjustment for (gain) loss on investments⁽⁸⁾

(0.35)

0.04

(0.75)

(0.05)

Adjustment for Home Chef contingent consideration⁽⁸⁾

0.02

—

0.08

(0.02)

Adjustment for transformation costs⁽⁸⁾

0.03

—

0.07

—

2020 and 2019 Adjusted Items

(0.30)

0.07

(0.60)

(0.15)

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

$
0.73

$
0.44

65.9
%
$
1.95

$
1.16

68.1
%

Average number of common shares used in diluted calculation

786

805

787

805


	First Quarter Ended
	May 22,		May 23,		Percentage
	2021		2020		Change
Net earnings attributable to The Kroger Co.	$	140	$	1,212

(Income) expense adjustments
Adjustment for pension plan withdrawal liabilities⁽¹⁾⁽²⁾		344		—
Adjustment for loss (gain) on investments⁽¹⁾⁽³⁾		367		(312)
Adjustment for Home Chef contingent consideration⁽¹⁾⁽⁴⁾		33		44
Adjustment for transformation costs⁽¹⁾⁽⁵⁾		34		28
2021 and 2020 Adjusted Items		778		(240)

Net earnings attributable to The Kroger Co. excluding the Adjusted Items	$	918	$	972	(5.6)	%

Net earnings attributable to The Kroger Co. per diluted common share	$	0.18	$	1.52

(Income) expense adjustments
Adjustment for pension plan withdrawal liabilities⁽⁶⁾		0.45		—
Adjustment for loss (gain) on investments⁽⁶⁾		0.48		(0.40)
Adjustment for Home Chef contingent consideration⁽⁶⁾		0.04		0.06
Adjustment for transformation costs⁽⁶⁾		0.04		0.04
2021 and 2020 Adjusted Items		1.01		(0.30)

Adjusted net earnings attributable to The Kroger Co. per diluted common share	$	1.19	$	1.22	(2.5)	%

Average number of common shares used in diluted calculation		760		788

(1)	The amounts presented represent the after-tax effect of each adjustment, which was calculated using discrete tax rates.

(2)	The pre-tax adjustment for pension plan withdrawal liabilities was ~~$27 in the second quarter of 2019 and $86 in the first two quarters of 2019.~~$449.

(3)	The pre-tax adjustment for ~~gain~~loss (gain) on ~~sale~~investments was $479 in the first quarter of ~~Turkey Hill Dairy was~~2021 and ($~~106).~~422) in the first quarter of 2020.

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

~~(5)~~

The pre-tax adjustment for (gain) loss on investments was ($368) and $45 in the second quarter of 2020 and 2019, respectively. The pre-tax adjustment was ($790) and ($61) in the first two quarters of 2020 and 2019, respectively.

~~(6)~~

The pre-tax adjustment for Home Chef contingent consideration was ~~$25 and $2 in the second quarter of 2020 and 2019, respectively. The pre-tax adjustment was $85 and ($21)~~$43 in the first ~~two quarters~~quarter of ~~2020~~2021 and ~~2019, respectively.~~$60 in the first quarter of 2020.

~~(7)~~(5)

The pre-tax adjustment for transformation costs was ~~$29 in the second quarter of 2020 and $67~~$44 in the first ~~two quarters~~quarter of 2021 and $38 in the first quarter of 2020. Transformation costs primarily include costs related to store and business closure costs and third party professional consulting fees associated with business transformation and cost saving initiatives.

~~(8)~~(6)

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

2018

RESULTS OF OPERATIONS

Sales

Total Sales

($ in millions)

Second Quarter Ended

Two Quarters Ended

August 15,

Percentage

August 17,

Percentage

August 15,

Percentage

August 17,

Percentage


2020

Change⁽¹⁾

2019

Change⁽²⁾


2020

Change⁽³⁾

2019

Change⁽⁴⁾

Total sales to retail customers without fuel⁽⁵⁾

$
28,034

14.0
%
$
24,598

2.4
%

$
66,651

16.5
%
$
57,191

2.2
%
Supermarket fuel sales

2,281

(33.0)
%

3,405

(9.9)
%

4,973

(36.3)
%

7,801

(6.5)
%
Other sales⁽⁶⁾

174

5.5
%

165

(24.0)
%

414

(3.0)
%

427

(9.0)
%

Total sales

$
30,489

8.2
%
$
28,168

0.5
%

$
72,038

10.1
%
$
65,419

(0.5)
%


	First Quarter Ended
	May 22,		Percentage		May 23,		Percentage
	2021		Change⁽¹⁾		2020		Change⁽²⁾
Total sales to retail customers without fuel ⁽³⁾	$	37,022	(4.2)	%	$	38,634	18.5	%
Supermarket fuel sales		3,990	48.2	%		2,692	(38.8)	%
Other sales⁽⁴⁾		286	28.3	%		223	(14.6)	%

Total sales	$	41,298	(0.6)	%	$	41,549	11.5	%

(1)	This column represents the percentage change in the ~~second~~first quarter of ~~2020,~~2021, compared to the ~~second~~first quarter of ~~2019.~~2020.

(2)	This column represents the percentage change in the ~~second~~first quarter ~~of 2019, compared to the second quarter of 2018.~~

~~(3)~~

~~This column represents the percentage change in the first two quarters~~ of 2020, compared to the first ~~two quarters~~quarter of 2019.

~~(4)~~

~~This column represents the percentage change in the first two quarters of 2019, compared to the first two quarters of 2018.~~

~~(5)~~(3)

Digital sales, primarily including Pickup, Delivery, Ship and pharmacy e-commerce sales, grew approximately ~~127%~~16% and ~~31% in the second quarter of 2020 and 2019, respectively. Digital sales grew approximately 107% and 37%~~92% in the first ~~two quarters~~quarter of ~~2020~~2021 and ~~2019,~~2020, respectively. These sales are included in the “total sales to retail customers without fuel” line above.

~~(6)~~(4)

Other sales primarily relate to external sales at food production plants, data analytic services and third party media revenue. The ~~decrease in other sales~~increase in the first ~~two quarters~~quarter of ~~2020,~~2021 compared to the first ~~two quarters~~quarter of ~~2019,~~2020 is primarily due to ~~the sale of You Technology and Turkey Hill Dairy during the first quarter of 2019, partially offset by~~ an increase in data analytic services and ~~third party~~third-party media revenue.

Total sales were ~~$30.5~~$41.3 billion in the ~~second~~first quarter of ~~2020,~~2021, compared to ~~$28.2~~$41.5 billion in the ~~second~~first quarter of ~~2019.~~2020. This ~~increase~~decrease was due to ~~an increase~~a decrease in total sales to retail customers without fuel, partially offset by ~~a reduction~~an increase in supermarket fuel sales. Total sales, excluding fuel, decreased 4.0% in the first quarter of 2021, compared to the first quarter of 2020, which is consistent with the decrease in total sales to retail customers without fuel ~~increased 14.0%~~ in the ~~second~~first quarter of ~~2020,~~2021, compared to the ~~second~~first quarter of ~~2019.~~2020. This ~~increase~~decrease was primarily due to our identical sales ~~increase,~~decrease, excluding fuel, of ~~14.6%, partially offset by decreased sales due to the deconsolidation of Lucky’s Market in the fourth quarter of 2019.~~4.1%. The ~~significant increase~~decrease in identical sales, excluding fuel, was caused by unprecedented demand ~~for products across grocery and fresh departments~~ due to the COVID-19 pandemic ~~and growth in market share. Market share contributed to our identical sales increase, excluding fuel, as our sales outpaced the general growth in the food retail industry~~ during the ~~second~~first quarter of 2020. ~~The increase in~~Our two-year identical sales, excluding fuel, stacked growth was ~~broad based across all retail divisions and all product categories. During the pandemic, customers reduced trips while significantly increasing basket value.~~

14.9%. Total supermarket fuel sales ~~decreased 33%~~increased 48.2% in the ~~second~~first quarter of 2021, compared to the first quarter of 2020, ~~compared to the second quarter of 2019,~~ primarily due to ~~a decrease~~an increase in fuel gallons sold of ~~15.0%~~13.2% and ~~a decrease~~an increase in the average retail fuel price of ~~21.3%~~31.0%. The ~~decrease in fuel gallons sold was slightly better than the national trend, which decreased due to the COVID-19 pandemic. The decrease~~increase in the average retail fuel price was caused by ~~a decrease in the product cost of fuel.~~

~~Total sales were $72.0 billion in the first two quarters of 2020, compared to $65.4 billion in the first two quarters of 2019. This increase was due to~~ an increase in total sales to retail customers without fuel, partially offset by a reduction in supermarket fuel sales and decreased sales due to the disposal of Turkey Hill Dairy and You Technology in the first quarter of 2019. Total sales to retail customers without fuel increased 16.5% in the first two quarters of 2020, compared to the first two quarters of 2019. This increase was primarily due to our identical sales increase, excluding fuel, of 17.1%, partially offset by decreased sales due to the deconsolidation of Lucky’s Market in the fourth quarter of 2019. The significant increase in identical sales, excluding fuel, was caused by unprecedented demand for products across grocery and fresh departments due to the COVID-19 pandemic and growth in market share. Market share contributed to our identical sales increase, excluding fuel, as our sales outpaced the general growth in the food retail industry during the first two quarters of 2020. The increase in identical sales, excluding fuel, was broad based across all retail divisions and remained heightened throughout the first two quarters of 2020. During the pandemic, customers reduced trips while significantly increasing basket value.

Total supermarket fuel sales decreased 36.3% in the first two quarters of 2020, compared to the first two quarters of 2019, primarily due to a decrease in fuel gallons sold of 20.5% and a decrease in the average retail fuel price of 19.9%. The decrease in fuel gallons sold was reflective of the national trend, which decreased due to the COVID-19 pandemic. The decrease in the average retail fuel price was caused by 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 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. 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. Our identical sales, excluding fuel, results are summarized in the following table. We used the identical sales, excluding fuel, dollar figures presented below to calculate percentage changes for the ~~second~~first quarter ~~and first two quarters~~ of ~~2020.~~2021.

Identical Sales

($ in millions)

Second Quarter Ended

August 15,

Percentage

August 17,

Percentage


2020

Change⁽¹⁾

2019

Change⁽²⁾

Excluding fuel centers

$
27,761

14.6
%
$
24,226

2.2
%

~~(1)~~

~~This column represents the percentage change in identical sales in the second quarter of 2020, compared to the second quarter of 2019.~~

~~(2)~~

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

Two Quarters Ended

August 15,

Percentage

August 17,

Percentage


2020

Change⁽¹⁾

2019

Change⁽²⁾

Excluding fuel centers

$
65,898

17.1
%
$
56,272

1.8
%


	First Quarter Ended
	May 22,		Percentage		May 23,		Percentage
	2021		Change⁽¹⁾		2020		Change⁽²⁾
Excluding fuel centers	$	36,608	(4.1)	%	$	38,186	19.0	%

(1)	This column represents the percentage change in identical sales in the first ~~two quarters~~quarter of ~~2020,~~2021, compared to the first ~~two quarters~~quarter of ~~2019.~~2020.

(2)	This column represents the percentage change in identical sales in the first ~~two quarters~~quarter of ~~2019,~~2020, compared to the first ~~two quarters~~quarter of ~~2018.~~2019.

Gross Margin, LIFO and FIFO Gross Margin

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

Our gross margin rate, as a percentage of sales, was ~~22.76%~~22.64% for the ~~second~~first quarter of ~~2020,~~2021, compared to ~~21.87%~~24.30% for the ~~second~~first quarter of ~~2019.~~2020. The ~~increase~~decrease in rate in the ~~second~~first quarter of 2021, compared to the first quarter of 2020, ~~compared to the second quarter of 2019,~~ resulted primarily from ~~decreased~~increased fuel sales, which have a lower gross margin rate, ~~an increase~~a decrease in our fuel gross margin, continued investments in lower prices for our customers, a COVID-19 related inventory write down for personal protective equipment to be donated to community partners, sales deleverage due to cycling COVID-19 trends which decreases our gross margin, as a percentage of sales, and increased shrink, as a percentage of sales, partially offset by growth in our alternative profit stream portfolio and effective negotiations to achieve savings on the cost of products sold, a lower LIFO charge and decreased shrink, transportation and advertising costs, as a percentage of sales, reflecting the significant increase in sales volumes, partially offset by continued investments in lower prices for our customers and a change in our product sales mix, including lower relative sales in higher gross margin categories such as deli/bakery.

Our gross margin rate, as a percentage of sales, was 23.64% for the first two quarters of 2020, compared to 22.06% for the first two quarters of 2019. The increase in rate in the first two quarters of 2020, compared to the first two quarters of 2019, resulted primarily from decreased fuel sales, which have a lower gross margin rate, an increase in our fuel gross margin, growth in our alternative profit stream portfolio, effective negotiations to achieve savings on the cost of products sold and decreased shrink, transportation and advertising costs, as a percentage of sales, reflecting the significant increase in sales volumes, partially offset by continued investments in lower prices for our customers and a change in our product sales mix, including lower relative sales in higher gross margin categories such as deli/bakery.sold.

Our LIFO charge was ~~$23 million for the second quarter of 2020 compared to $30 million for the second quarter of 2019. Our LIFO charge was $54~~$37 million for the first ~~two quarters~~quarter of ~~2020~~2021 compared to ~~$46~~$31 million for the first ~~two quarters~~quarter of ~~2019.~~2020. Our LIFO charge reflects ~~an increase in~~ our expected annualized product cost inflation for ~~2020,~~2021, primarily driven by grocery, meat and pharmacy.

Our FIFO gross margin rate, which excludes the ~~second~~first quarter LIFO charge, was ~~22.83%~~22.73% for the ~~second~~first quarter of ~~2020,~~2021, compared to ~~21.98%~~24.37% for the ~~second~~first quarter of ~~2019.~~2020. 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 ~~increased 5~~decreased 65 basis points in the ~~second~~first quarter of ~~2020,~~2021, compared to the ~~second~~first quarter of ~~2019.~~2020. This ~~increase~~decrease resulted primarily from continued investments in lower prices for our customers, a COVID-19 related inventory write down for personal protective equipment to be donated to community partners, sales deleverage due to cycling COVID-19 trends which decreases our FIFO gross margin, as a percentage of sales, and increased shrink, as a percentage of sales, partially offset by growth in our alternative profit stream portfolio and effective negotiations to achieve savings on the cost of products ~~sold and decreased shrink, transportation and advertising costs, as a percentage~~sold.

In the first quarter of ~~sales, reflecting~~2021, compared to the ~~significant increase in sales volumes, partially offset by~~first quarter of 2020, our continued investments in lower prices for our customers ~~and a change in our product sales mix, including lower relative sales in higher gross margin categories such as deli/bakery.~~

Our FIFO gross margin rate, which excludes the first two quarters LIFO charge, was 23.72% for the first two quarters of 2020, compared to 22.13% for the first two quarters of 2019. Excluding the effect of fuel, our FIFO gross margin rate increased 29 basis points in the first two quarters of 2020, compared to the first two quarters of 2019. This increase resulted primarily fromwere fully offset by growth in our alternative profit stream portfolio and effective negotiations to achieve savings on the cost of products sold and decreased shrink, transportation and advertising costs, as a percentage of sales, reflecting the significant increase in sales volumes, partially offset by continued investments in lower prices for our customers and a change in our product sales mix, including lower relative sales in higher gross margin categories such as deli/bakery.sold.

Operating, General and Administrative Expenses

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

OG&A expenses, as a percentage of sales, were ~~17.37%~~17.98% for the ~~second~~first quarter of 2021, compared to 18.46% for the first quarter of 2020. The decrease in the first quarter of 2021, compared to the first quarter of 2020 ~~compared to 17.08% for the second quarter of 2019. The increase in the second quarter of 2020, compared to the second quarter of 2019~~ resulted primarily from decreased COVID-19 related costs, lower contributions to multi-employer pension plans, decreased incentive plan costs, the 2020 ~~Second Quarter~~ OG&A Adjusted Items, the Second Quarter COVID-19 Investments, growth in our digital channel as a result of heightened demand during the pandemic and the effect of decreased fuel sales, which increases our OG&A rate, as a percentage of sales, partially offset by the effect of increased fuel sales, ~~due to the pandemic~~ which decreases our OG&A rate, as a percentage of sales ~~the 2019 Second Quarter OG&A Adjusted Items~~ and ~~broad based~~broad-based improvement of ~~Restock Kroger~~from cost savings initiatives that drive administrative efficiencies, store productivity and sourcing cost ~~reductions.~~reductions, partially offset by the 2021 OG&A Adjusted Items and the effect of supermarket sales deleverage, excluding fuel, due to cycling COVID-19 trends which increases our OG&A rate, as a percentage of sales.

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 ~~2020 Second Quarter~~2021 OG&A Adjusted Items and the ~~2019 Second Quarter~~2020 OG&A Adjusted Items, our OG&A rate decreased 61108 basis points in the ~~second~~first quarter of ~~2020,~~2021, compared to the ~~second~~first quarter of ~~2019.~~2020. This decrease resulted primarily from ~~the effect of increased sales due~~decreased COVID-19 related costs, lower contributions to ~~the pandemic which decreases our OG&A rate, as a percentage of sales,~~multi-employer pension plans, decreased incentive plan costs and broad based improvement of ~~Restock Kroger~~from cost savings initiatives that drive administrative efficiencies, store productivity and sourcing cost reductions, partially offset by the ~~Second Quarter COVID-19 Investments and growth in our digital channel as a result of heightened demand during the pandemic.~~

~~OG&A expenses, as a percentage~~effect of sales ~~were 18.00% for the first two quarters of 2020, compared~~deleverage due to 17.01% for the first two quarters of 2019. The increase in the first two quarters of 2020, compared to the first two quarters of 2019 resulted primarily from the 2020 Multi-Employer Pension Contribution, the 2020 OG&A Adjusted Items, thecycling COVID-19 ~~Investments, growth in our digital channel as a result of heightened demand during the pandemic and the effect of decreased fuel sales,~~trends which increases our OG&A rate, as a percentage of ~~sales, partially offset by the effect of increased sales due to the pandemic which decreases our OG&A rate, as a percentage of sales, the 2019 OG&A Adjusted Items and broad based improvement of~~ ~~Restock Kroger~~ ~~cost savings initiatives that drive administrative efficiencies, store productivity and sourcing cost reductions.~~

Excluding the effect of fuel, the 2020 OG&A Adjusted Items and the 2019 OG&A Adjusted Items, our OG&A rate increased 4 basis points in the first two quarters of 2020, compared to the first two quarters of 2019. This increase resulted primarily from the 2020 Multi-Employer Pension Contribution, the COVID-19 Investments and growth in our digital channel as a result of heightened demand during the pandemic, partially offset by the effect of increased sales due to the pandemic which decreases our OG&A rate, as a percentage of sales and broad based improvement of ~~Restock Kroger~~ cost savings initiatives that drive administrative efficiencies, store productivity and sourcing cost reductions. Excluding the effect of fuel, the 2020 OG&A Adjusted Items, the 2019 OG&A Adjusted Items and the 2020 Multi-Employer Pension Contribution, our OG&A rate improved 32 basis points.sales.

Rent Expense

Rent expense ~~decreased,~~remained consistent, as a percentage of sales, in ~~both~~ the ~~second~~first quarter ~~and first two quarters~~ of ~~2020,~~2021, compared to the ~~same periods in 2019. This decrease resulted primarily from the effect~~first quarter of ~~increased sales due to the pandemic which decreases our rent expense, as a percentage of sales.~~2020.

Depreciation and Amortization Expense

Depreciation and amortization expense ~~decreased,~~increased, as a percentage of sales, in ~~both~~ the ~~second~~first quarter ~~and first two quarters~~ of ~~2020,~~2021, compared to the ~~same periods in 2019.~~first quarter of 2020. This ~~decrease~~increase resulted primarily from the effect of ~~increased~~supermarket sales deleverage, excluding fuel, due to ~~the pandemic~~cycling COVID-19 trends which increases our depreciation and amortization expense, as a percentage of sales, partially offset by increased fuel sales, which decreases our depreciation expense, as a percentage of sales, partially offset by decreased fuel sales, which increases our depreciation expense, as a percentage of sales, additional depreciation on capital investments, excluding mergers and lease buyouts during the rolling four quarter period ending with the second quarter of 2020 of $2.9 billion and a decrease in the average useful life on these capital investments. Our strategy under sales.~~Restock Kroger~~ includes initiatives to enhance the customer experience in stores, improve our process efficiency and integrate our digital shopping experience through technology developments. As such, the percentage of capital investments related to digital and technology has grown compared to the prior year, which has caused a decrease in the average depreciable life of our capital portfolio.

Operating Profit and FIFO Operating Profit

Operating profit was ~~$820~~$805 million, or ~~2.69%~~1.95% of sales, for the ~~second~~first quarter of ~~2020,~~2021, compared to ~~$559 million,~~$1.3 billion, or ~~1.98%~~3.19% of sales, for the ~~second~~first quarter of ~~2019.~~2020. Operating profit, as a percentage of sales, ~~increased 71~~decreased 124 basis points in the ~~second~~first quarter of 2021, compared to the first quarter of 2020, ~~compared to the second quarter of 2019,~~ due to ~~improved~~reduced sales to retail customers without fuel, a ~~higher~~lower gross margin rate, ~~decreased rent and~~increased depreciation and amortization ~~expenses, as a percentage of sales, partially offset by increased OG&A~~ expense, as a percentage of sales, and decreased fuel ~~earnings.~~

Operating profit was $2.1 billion, or 2.98% of sales, for the first two quarters of 2020, compared to $1.5 billion, or 2.23% of sales, for the first two quarters of 2019. Operating profit, as a percentage of sales, increased 75 basis points in the first two quarters of 2020, compared to the first two quarters of 2019, due to improved sales to retail customers without fuel, a higher gross margin rate, decreased rent and depreciation and amortization expenses, as a percentage of sales, and increased fuel earnings, partially offset by ~~increased~~decreased OG&A expense, as a percentage of sales.

FIFO operating profit was ~~$843~~$842 million, or ~~2.76%~~2.04% of sales, for the ~~second~~first quarter of ~~2020,~~2021, compared to ~~$589 million,~~$1.4 billion, or ~~2.09%~~3.27% of sales, for the ~~second~~first quarter of ~~2019.~~2020. FIFO operating profit, excluding the ~~2020~~2021 and ~~2019 Second Quarter~~2020 Adjusted Items, ~~increased 74~~decreased 17 basis points in the ~~second~~first quarter of 2021, compared to the first quarter of 2020, ~~compared to the second quarter of 2019,~~ due to ~~improved~~reduced sales to retail customers without fuel, a ~~higher~~lower gross margin rate, ~~decreased rent and~~increased depreciation and amortization ~~expenses, as a percentage of sales, partially offset by increased OG&A~~ expense, as a percentage of sales, and decreased fuel ~~earnings.~~

FIFO operating profit was $2.2 billion, or 3.05% of sales, for the first two quarters of 2020, compared to $1.5 billion, or 2.30% of sales, for the first two quarters of 2019. FIFO operating profit, excluding the 2020 and 2019 Adjusted Items, increased 86 basis points in the first two quarters of 2020, compared to the first two quarters of 2019, due to improved sales to retail customers without fuel, a higher gross margin rate, decreased rent and depreciation and amortization expenses, as a percentage of sales, and increased fuel earnings, partially offset by ~~increased~~decreased OG&A expense, as a percentage of sales. FIFO operating profit, excluding fuel and the 2021 and 2020 Adjusted Items, increased in the first quarter of 2021, compared to the first quarter of 2020.

Specific factors contributing to the operating trends for operating profit and FIFO operating profit above are discussed earlier in this section.

The following table provides a reconciliation of operating profit to FIFO operating profit, and to Adjusted FIFO operating profit, excluding the ~~2020~~2021 and ~~2019~~2020 Adjusted Items.

Operating Profit excluding the Adjusted Items

($ in millions)

Second Quarter Ended

Two Quarters Ended

August 15,

August 17,

August 15,

August 17,


2020

2019

2020

2019
Operating profit

$
820

$
559

$
2,146

$
1,460
LIFO charge

23

30

54

46

FIFO Operating profit

843

589

2,200

1,506

Adjustment for pension plan withdrawal liabilities

—

27

—

86
Adjustment for Home Chef contingent consideration

25

2

85

(21)
Adjustment for transformation costs

29

—

67

—
Other

(3)

8

(5)

12

2020 and 2019 Adjusted items

51

37

147

77

Adjusted FIFO operating profit excluding the adjusted items above

$
894

$
626

$
2,347

$
1,583


	First Quarter Ended
	May 22,		May 23,
	2021		2020
Operating profit	$	805	$	1,326
LIFO charge		37		31

FIFO Operating profit		842		1,357

Adjustment for pension plan withdrawal liabilities		449		—
Adjustment for Home Chef contingent consideration		43		60
Adjustment for transformation costs⁽¹⁾		44		38
Other		(3)		(2)

2021 and 2020 Adjusted items		533		96

Adjusted FIFO operating profit excluding the adjusted items above	$	1,375	$	1,453

(1)	Transformation costs primarily include costs related to store and business closure costs and third-party professional consulting fees associated with business transformation and cost saving initiatives.

Income Taxes

Net Earnings and Net Earnings Per Diluted Share

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

Net earnings were ~~$1.03~~$0.18 per diluted share for the ~~second~~first quarter of ~~2020~~2021 compared to net earnings of ~~$0.37~~$1.52 per diluted share for the ~~second~~first quarter of ~~2019.~~2020. Adjusted net earnings of ~~$0.73~~$1.19 per diluted share for the ~~second~~first quarter of ~~2020~~2021 represented ~~an increase~~a decrease of ~~65.9%~~2.5% compared to adjusted net earnings of ~~$0.44~~$1.22 per diluted share for the ~~second~~first quarter of ~~2019.~~2020. The ~~increase~~decrease in adjusted net earnings per diluted share resulted primarily from ~~increased~~decreased FIFO operating profit without fuel and decreased fuel earnings, partially offset by lower weighted average common shares outstanding due to common share repurchases ~~partially offset by decreased fuel earnings~~ and ~~a higher~~lower income tax expense. Adjusted net earnings, excluding fuel, increased in the first quarter of 2021, compared to the first quarter of 2020.

Net earnings were $2.55 per diluted share for the first two quarters of 2020 compared to net earnings of $1.31 per diluted share for the first two quarters of 2019. Adjusted net earnings of $1.95 per diluted share for the first two quarters of 2020 represented an increase of 68.1% compared to adjusted net earnings of $1.16 per diluted share for the first two quarters of 2019. The increase in adjusted net earnings per diluted share resulted primarily from increased FIFO operating profit without fuel, increased fuel earnings and lower weighted average common shares outstanding due to common share repurchases, partially offset by a higher income tax expense.22

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Information

Net cash provided by operating activities

We generated ~~$5.4~~$2.3 billion of cash from operations in the first ~~two quarters~~quarter of ~~2020~~2021 compared to ~~$3.3~~$4.2 billion in the first ~~two quarters~~quarter of ~~2019.~~2020. Net earnings including noncontrolling interests, adjusted for non-cash items and other impacts, generated approximately ~~$3.7~~$1.9 billion of operating cash flow in the first ~~two quarters~~quarter of ~~2020~~2021 compared to ~~$2.4~~$2.1 billion in the first ~~two quarters~~quarter of ~~2019.~~ 2020. Cash provided by operating activities for changes in operating assets and liabilities, including working capital, was ~~$1.7~~$396 million in the first quarter of 2021 compared to $2.2 billion in the first ~~two quarters~~quarter of ~~2020 compared to $845 million in the first two quarters of 2019.~~ 2020. The ~~increase~~decrease in cash provided by operating activities for changes in operating assets and liabilities, including working capital, ~~in the first two quarters of 2020, compared to the first two quarters of 2019,~~ was primarily due to the following:

●

~~A decrease~~An increase in FIFO inventory at the end of the ~~second~~first quarter of 2021, compared to the first quarter of 2020, due to the accelerated timing of inventory sell-through in the prior year resulting from elevated demand for our products during the pandemic;

●

~~Increased~~Cash flows for trade accounts payable were more favorable in the first quarter of 2020, compared to the first quarter of 2021, due to increased trade accounts payable at the end of the ~~second~~first quarter of 2020, primarily related to inventory purchases to meet elevated demand during the ~~pandemic and improved vendor terms;~~pandemic;

●

~~An increase~~A decrease in accrued ~~salaries and wages~~expenses at the end of the ~~second~~first quarter of 2021, compared to fiscal year end 2020, primarily ~~related~~due to anthe following:

An increase in ~~employee headcount~~our incentive plan payout in ~~response~~the first quarter of 2021, compared to the ~~pandemic;~~first quarter of 2020; and

A decrease in the current portion of our commitments due to the National Fund as a result of a contractual payment; and

●

Cash flows from income taxes were favorable in the first ~~two quarters~~quarter of 2020 compared to the first ~~two quarters~~quarter of ~~2019,~~2021, primarily due to ~~favorable changes~~the deferral of our first quarter 2020 federal estimated tax payment under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) which was enacted in the ~~timing~~first quarter of ~~certain deductions including changes enacted under the CARES Act;~~2020;

●

Partially offset by ~~proceeds from~~ a ~~contract associated with~~decrease in prepaid and other current assets due to the ~~sale~~transfer of ~~a business that benefited~~prepaid escrow funds to fulfil obligations related to the ~~first two quarters~~restructuring of ~~2019.~~multi-employer pension plans.

Cash paid for ~~interest~~taxes increased in the first ~~two quarters~~quarter of ~~2020,~~2021, compared to the first ~~two quarters~~quarter of ~~2019,~~2020, primarily due to ~~the timing of certain semi-annual senior notes interest~~reduced payments ~~that were paid~~ during the first quarter of 2020 ~~which were accrued as of~~resulting from the ~~end of fiscal year 2019.~~CARES Act.

Net cash used by investing activities

Investing activities used cash of ~~$1.3 billion~~$853 million in the first ~~two quarters~~quarter of ~~2020~~2021 compared to ~~$1.0 billion~~$689 million in the first ~~two quarters~~quarter of ~~2019.~~2020. The amount of cash used by investing activities increased in the first ~~two quarters~~quarter of ~~2020~~2021, compared to the first ~~two quarters~~quarter of ~~2019,~~2020, primarily due to payments for property and equipment being lower in the first quarter of 2020 due to disruptions from the pandemic in the prior year.

Net cash used by financing activities

We used $781 million of cash for financing activities in the first quarter of 2021 compared to $1.2 billion in the first quarter of 2020. The amount of cash used for financing activities decreased in the first quarter of 2021 compared to the first quarter of 2020, primarily due to the following:

●

Decreased ~~proceeds from the sale of assets in the first two quarters of 2020 compared to the first two quarters of 2019;~~net payments on commercial paper; and

●

~~Proceeds~~Increased proceeds from ~~the sale of businesses that benefited the first two quarters of 2019, partially offset by~~financing arrangement;

●

~~Reduced payments for property~~Partially offset by decreased proceeds from issuance of long-term debt; and ~~equipment in the first two quarters of 2020 to ensure the focus of our teams was on addressing our most important priorities during the pandemic.~~

~~Net cash used by financing activities~~

We used $1.6 billion of cash for financing activities in the first two quarters of 2020 compared to $2.0 billion during the first two quarters of 2019. The amount of cash used for financing activities for the first two quarters of 2020, compared to the first two quarters of 2019, decreased primarily due to increased proceeds from issuance of long-term debt and decreased payments on long-term debt, partially offset by increased payments on commercial paper and share repurchases.

●

Increased payments on long-term debt including obligations under finance leases.

Debt Management

As of ~~August 15, 2020,~~May 22, 2021, 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, commercial paper borrowings, and some outstanding letters of credit reduce funds available under the credit facility. As of ~~August 15, 2020,~~May 22, 2021, we had no outstanding commercial paper and no borrowings under our revolving credit facility. The outstanding letters of credit that reduce funds available under our credit facility totaled $2 million as of ~~August 15, 2020.~~May 22, 2021.

Our bank credit facility and the indentures underlying our publicly issued debt contain various financial covenants. As of ~~August 15, 2020,~~May 22, 2021, 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 obligations under finance leases, ~~decreased $594~~increased $711 million as of ~~August 15, 2020~~May 22, 2021 compared to our fiscal year end ~~2019~~2020 debt of ~~$14.1~~$13.4 billion. This ~~decrease~~increase resulted primarily from the completion of a property transaction. We purchased and then immediately sold a portfolio of 28 of our existing stores, allowing us to secure long-term access to these locations at favorable lease rates. The structure used to complete this transaction requires our liability to be shown as debt. Additionally, there was a net ~~payments on commercial paper borrowings~~increase in obligations under finance leases of ~~$1.2 billion~~$397 million, which was partially offset by the ~~issuance~~payment of ~~$500~~$300 million of senior notes bearing an interest rate of ~~2.20%~~2.60%.

Common Share Repurchase Program

During the ~~second~~first quarter of ~~2020,~~2021, we invested ~~$247~~$402 million to repurchase ~~7.3~~11.4 million Kroger common shares at an average price of ~~$33.89 per share. For the first two quarters of 2020, we invested $669 million to repurchase 21.6 million Kroger common shares at an average price of $30.99~~$35.19 per share. The shares repurchased in the first ~~two quarters~~quarter of ~~2020~~2021 were reacquired under the following share repurchase programs:

●

On ~~November 5, 2019,~~September 11, 2020, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the ~~“November 2019~~“September 2020 Repurchase Program”),; and

●

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

As of ~~August 15, 2020,~~May 22, 2021, there was ~~$33~~$61 million remaining under the ~~November 2019~~September 2020 Repurchase Program. The September 2020 Repurchase Program was exhausted on June 11, 2021. On ~~September 11, 2020,~~June 16, 2021, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the ~~“September 2020~~“June 2021 Repurchase Program”). ~~The September 2020 Repurchase Program authorization replaced the existing November 2019 Repurchase Program.~~

~~Dividends~~24

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

Second Quarter Ended

Two Quarters Ended

August 15,

August 17,

August 15,

August 17,

2020

2019

2020

2019
Cash dividends paid
$
126

$
113

$
254

$
226
Cash dividends paid per common share
$
0.16

$
0.14

$
0.32

$
0.28

Liquidity Needs

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. Our liquidity needs include anticipated requirements for working capital, capital investments, pension plan commitments, 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 ~~second~~first quarter of ~~2020.~~2021. 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. We have approximately $1.0 billion of senior notes maturing in the next twelve months, ~~which are included~~$311 million of the employer portion of social security tax payments we have deferred under the CARES Act that is required to be paid by December 31, 2021 (as further discussed below) and expect to pay approximately $307 million in ~~our estimated liquidity needs.~~the first half of 2021 to satisfy a portion of the National Fund commitment. We expect to satisfy these obligations using cash generated from operations, temporary cash investments on hand, or through the issuance of additional senior notes or commercial 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.

We held cash and temporary cash investments of ~~$2.8~~$2.3 billion as of the end of the ~~second~~first quarter of 2021, which reflects an increase compared to our fiscal year end 2020 ~~reflecting improved~~balance of $1.7 billion, due to our strong operating performance ~~significant improvements in working capital and deferred tax payments as a result of the CARES Act. We expect working capital to improve for the year, although not to the level experienced~~ in the first ~~two quarters~~quarter of ~~2020, which was inflated by significant sales growth due to COVID-19.~~2021. We remain committed to our dividend and share repurchase program and we will ~~be evaluating~~evaluate the optimal use of any excess free cash flow, consistent with our previously stated capital allocation strategy.

The CARES Act, which was enacted on March 27, 2020, includes measures to assist companies in response to the COVID-19 pandemic. These measures include deferring the due dates of tax payments and other changes to income and non-income-based tax laws. As permitted under the CARES Act, as mentioned above, we ~~will defer~~deferred the remittance of the employer portion of the social security tax. The social security tax provision requires that the deferred employment tax be paid over two years, with half of the amount required to be paid by December 31, 2021 and the other half by December 31, 2022. During ~~the first two quarters of~~ 2020, we deferred the employer portion of social security tax of ~~$329~~$622 million. Of the total, $311 million ~~which~~is included in “Other current liabilities” and $311 million is included in “Other long-term liabilities” in our Consolidated Balance Sheets.~~We expect to defer a total of approximately $600 to $650 million of payments related to the employer’s portion of social security tax in 2020.~~

For additional information about our debt activity in the first ~~two quarters~~quarter of ~~2020, including the drawdown and repayments under our revolving credit facility, forward-starting interest rate swap agreements and our senior notes issuance,~~2021, see Note 2 to the Consolidated Financial Statements.

CAPITAL INVESTMENTS

Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled ~~$683~~$666 million for the ~~second~~first quarter of ~~2020~~2021 compared to ~~$676~~$755 million for the ~~second~~first quarter of 2019. Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled $1.4 billion in the first two quarters of 2020 and $1.6 billion in the first two quarters of 2019.2020. During the rolling four quarter period ended with the ~~second~~first quarter of ~~2020,~~2021, we opened, expanded, relocated or acquired 2116 supermarkets and also completed 9874 major within-the-wall remodels. Total supermarket square footage at the end of the ~~second~~first quarter of ~~2020~~2021 remained ~~relatively~~ consistent with the end of the ~~second~~first quarter of ~~2019.~~2020. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the ~~second~~first quarter of ~~2020~~2021 increased ~~0.5%~~0.4% over the end of the ~~second~~first quarter of ~~2019.~~2020.

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 1, 2020.~~January 30, 2021.

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.

NEW ACCOUNTING STANDARDS

Refer to Note ~~5 and Note~~ 6 to the Consolidated Financial Statements for ~~recently adopted accounting standards and~~ recently issued accounting standards not yet adopted as of ~~August 15,~~May 22, 2021.

TWO-YEAR FINANCIAL RESULTS

Significant fluctuations occurred in our business during 2020 due to the COVID-19 pandemic. As a result, management compares current year identical sales without fuel, adjusted FIFO operating profit and adjusted net earnings per diluted share results to the same metrics for the comparable period in 2019, in addition to comparisons made to 2020. This enables management to evaluate results of the business and our financial model over a longer period of time, and to better understand the state of the business after the height of the pandemic compared to the period of time prior to the pandemic. The purpose of the following tables is to better illustrate comparable two-year growth from our ongoing business for the first quarter of 2021 for identical sales without fuel, adjusted FIFO operating profit and adjusted net earnings per diluted share compared to the first quarter of 2019. Two-year financial results for these measures are useful metrics to investors and analysts because they present more accurate comparisons of results and trends over a longer period of time to demonstrate the effect of COVID-19 on our results. The tables provide the two-year stacked results or compounded annual growth rate for each measure presented and how it was calculated. Items identified in these tables should not be considered alternatives to any other measure of performance. These items should not be reviewed in isolation or considered substitutes for the Company's financial results including those measures reported in accordance with GAAP. Due to the nature of these items, as further described below, it is important to identify these items and to review them in conjunction with the Company's financial results reported in accordance with GAAP.

Identical Sales Two-Year Stacked

($ in millions)


	First Quarter Ended					First Quarter Ended
	May 22,			May 23,		May 23,			May 25,
	2021			2020		2020			2019
Excluding fuel centers	$	36,608		$	38,186	$	38,137		$	32,046
Individual year identical sales result		(4.1)	%				19.0	%
Two-year stacked identical sales result		14.9	%

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Operating Profit Excluding the Adjusted Items Two-Year CAGR

($ in millions)


	First Quarter Ended
	May 22,			May 25,
	2021			2019
Operating profit	$	805		$	901
LIFO charge		37			15

FIFO Operating profit		842			916

Adjustment for pension plan withdrawal liabilities		449			59
Adjustment for Home Chef contingent consideration		43			(24)
Adjustment for transformation costs⁽¹⁾		44			—
Other		(3)			6

2021 and 2019 Adjusted items		533			41

Adjusted FIFO operating profit excluding the adjusted items above	$	1,375		$	957

Two-year operating profit CAGR⁽²⁾		(5.5)	%

Two-year adjusted FIFO operating profit excluding the adjusted items above CAGR⁽²⁾		19.9	%

(1)	Transformation costs primarily include costs related to store and business closure costs and third-party professional consulting fees associated with business transformation and cost saving initiatives.

(2)	CAGR represents the compounded annual growth rate.

Net Earnings per Diluted Share Excluding the Adjusted Items Two-Year CAGR

($ in millions, except per share amounts)


	First Quarter Ended
	May 22,			May 25,
	2021			2019
Net earnings attributable to The Kroger Co.	$	140		$	772

(Income) expense adjustments
Adjustment for pension plan withdrawal liabilities⁽¹⁾⁽²⁾		344			44
Adjustment for gain on sale of Turkey Hill Dairy⁽¹⁾⁽³⁾		—			(80)
Adjustment for gain on sale of You Technology⁽¹⁾⁽⁴⁾		—			(52)
Adjustment for loss (gain) on investments⁽¹⁾⁽⁵⁾		367			(80)
Adjustment for Home Chef contingent consideration⁽¹⁾⁽⁶⁾		33			(18)
Adjustment for transformation costs⁽¹⁾⁽⁷⁾		34			—
2021 and 2019 Adjusted Items		778			(186)

Net earnings attributable to The Kroger Co. excluding the Adjusted Items	$	918		$	586

Net earnings attributable to The Kroger Co. per diluted common share	$	0.18		$	0.95

(Income) expense adjustments
Adjustment for pension plan withdrawal liabilities⁽⁸⁾		0.45			0.05
Adjustment for gain on sale of Turkey Hill Dairy⁽⁸⁾		—			(0.10)
Adjustment for gain on sale of You Technology⁽⁸⁾		—			(0.06)
Adjustment for loss (gain) on investments⁽⁸⁾		0.48			(0.10)
Adjustment for Home Chef contingent consideration⁽⁸⁾		0.04			(0.02)
Adjustment for transformation costs⁽⁸⁾		0.04			—
2021 and 2019 Adjusted Items		1.01			(0.23)

Adjusted net earnings attributable to The Kroger Co. per diluted common share	$	1.19		$	0.72

Average number of common shares used in diluted calculation		760			805

Two-year net earnings attributable to The Kroger Co. per diluted common share CAGR⁽⁹⁾		(56.5)	%

Two-year net earnings attributable to The Kroger Co. per diluted common share CAGR⁽⁹⁾		28.6	%

(1)	The amounts presented represent the after-tax effect of each adjustment, which was calculated using discrete tax rates.

(2)	The pre-tax adjustment for pension plan withdrawal liabilities was $449 in the first quarter of 2021 and $59 in the first quarter of 2019.

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

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

(5)	The pre-tax adjustment for loss (gain) on investments was $479 in the first quarter of 2021 and ($106) in the first quarter of 2019.

(6)	The pre-tax adjustment for Home Chef contingent consideration was $43 in the first quarter of 2021 and ($24) in the first quarter of 2019.

(7)	The pre-tax adjustment for transformation costs was $44. Transformation costs primarily include costs related to store and business closure costs and third party professional consulting fees associated with business transformation and cost saving initiatives.

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

(9)	CAGR represents the compounded annual growth rate.

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 1, 2020.~~January 30, 2021.

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 ~~August 15, 2020,~~May 22, 2021, the end of the period covered by this report. Based on that evaluation, Kroger’s Chief Executive Officer and Chief Financial Officer concluded that Kroger’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) were effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the evaluation described above, the Company is in the midst of a broad, multi-year, technology transformation project to modernize mainframe, middleware and legacy systems to achieve better process efficiencies across customer service, merchandising, sourcing, payroll and accounting through the use of various solutions. Implementation of new accounting ERP modules for general ledger, accounts receivable, accounts payable, fixed assets and a new indirect procurement module were implemented at the beginning of the first quarter of 2021. Additional phases will continue to be implemented over the next several years. Emphasis has been on the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout development and deployment of each phase.

With the exception of the implementation of the accounting and indirect procurement ERP modules described above, there ~~was~~were no ~~change~~changes in Kroger’s internal control over financial reporting ~~during the quarter ended August 15, 2020, that has~~ materially affected, or is reasonably likely to materially affect, Kroger’s internal control over financial ~~reporting.~~reporting during the quarter ended May 22, 2021. The Company will continue to evaluate as additional phases are deployed.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

~~Various claims~~Incorporated by reference herein is information regarding certain legal proceedings in which we are involved as set forth under “Litigation” contained in Note 7 – “Commitments and ~~lawsuits arising~~Contingencies” in the ~~normal course~~notes to the Consolidated Financial Statements in Item 1 of ~~business, including suits charging violations~~Part I 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~~quarterly report 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.Form 10-Q.

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

(c)

ISSUER PURCHASES OF EQUITY SECURITIES


					Approximate						Approximate
					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⁽²⁾		or Programs⁽³⁾	(in millions)		Purchased⁽²⁾	Share⁽²⁾		or Programs⁽³⁾	(in millions)
First four weeks
May 24, 2020 to June 20, 2020	92,945	$	32.34	92,945	$	245
January 31, 2021 to February 27, 2021							4,201,398	$	33.61	4,201,185	$	286
Second four weeks
June 21, 2020 to July 18, 2020	5,285,434	$	33.36	3,743,749	$	132
February 28, 2021 to March 27, 2021							3,063,711	$	34.21	2,552,831	$	209
Third four weeks
July 19, 2020 to August 15, 2020	3,433,297	$	34.61	3,432,121	$	33
March 28, 2021 to April 24, 2021							2,088,254	$	37.36	2,088,254	$	151
Fourth four weeks
April 25, 2021 to May 22, 2021							2,586,378	$	37.17	2,586,326	$	61
Total	8,811,676	$	33.84	7,268,815	$	33	11,939,741	$	35.19	11,428,596	$	61

(1)	The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The ~~second~~first quarter of ~~2020~~2021 contained ~~three~~four 28-day periods.

(2)

Includes (i) shares repurchased under the ~~November 2019~~September 2020 Repurchase Program described below in (4), (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) ~~1,542,861~~511,145 shares that were surrendered to the Company by participants under our long term incentive plans to pay for taxes on restricted stock awards.

(3)	Represents shares repurchased under the ~~November 2019~~September 2020 Repurchase Program and the 1999 Repurchase Program.

(4)

On November 5, 2019, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “November 2019 Repurchase Program”). The amounts shown in this column reflect the amount remaining under the November 2019 Repurchase Program as of the specified period end dates. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The November 2019 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. On September 11, 2020, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “September 2020 Repurchase Program”). The September 2020 Repurchase Program authorization replaced the existing November 2019 Repurchase Program. The amounts shown in this column reflect the amount remaining under the September 2020 Repurchase Program as of the specified period end dates. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The September 2020 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 September 2020 Repurchase Program was exhausted on June 11, 2021. On June 16, 2021, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “June 2021 Repurchase Program”).

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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 3.1 of the Company’s Current Report on Form 8-K filed with the 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 101.INS	-	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

EXHIBIT 101.SCH	-	XBRL Taxonomy Extension Schema Document.

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

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

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

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

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

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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: ~~September 22, 2020~~June 25, 2021	By:	/s/ W. Rodney McMullen
		W. Rodney McMullen
		Chairman of the Board and Chief Executive Officer

Dated: ~~September 22, 2020~~June 25, 2021	By:	/s/ Gary Millerchip
		Gary Millerchip
		Senior Vice President and Chief Financial Officer

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