THE KROGER CO.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	First Quarter Ended
	May 21,		May 22,
(In millions)	2022		2021
Net earnings including noncontrolling interests	$	666	$	143

Other comprehensive income
Change in pension and other postretirement defined benefit plans, net of income tax⁽¹⁾		—		1
Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax⁽²⁾		2		2

Total other comprehensive income		2		3

Comprehensive income		668		146
Comprehensive income attributable to noncontrolling interests		2		3
Comprehensive income attributable to The Kroger Co.	$	666	$	143

First Quarter Ended

May 22,

May 23,

(In millions)

2021

2020

Net earnings including noncontrolling interests

$
143

$
1,212

Other comprehensive income (loss)

Change in pension and other postretirement defined benefit plans, net of income tax⁽¹⁾

1

3

Unrealized gains and losses on cash flow hedging activities, net of income tax⁽²⁾

—

(22)

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

2

1

Total other comprehensive income (loss)

3

(18)

Comprehensive income

146

1,194

Comprehensive income attributable to noncontrolling interests

3

—

Comprehensive income attributable to The Kroger Co.

$
143

$
1,194

(1)	Amount is net of tax of $1($1) for the first quarter of ~~2021~~2022 and $2$1 for the first quarter of ~~2020.~~2021.

(2)	~~Amount is net of tax of ($11) for the first quarter of 2020.~~

~~(3)~~

Amount is net of tax of $1 for the first quarters of ~~2021~~2022 and ~~2020.~~2021.

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

THE KROGER CO.

CONSOLIDATED BALANCE SHEETS

(unaudited)


	May 22,		January 30,		May 21,			January 29,
(In millions, except par amounts)	2021		2021		2022			2022
ASSETS
Current assets
Cash and temporary cash investments	$	2,309	$	1,687	$	1,382		$	1,821
Store deposits in-transit		1,011		1,096		1,110			1,082
Receivables		1,936		1,781		1,887			1,828
FIFO inventory		8,177		8,436		9,021			8,353
LIFO reserve		(1,410)		(1,373)		(1,663)			(1,570)
Prepaid and other current assets		522		876		539			660
Total current assets		12,545		12,503		12,276	��		12,174

Property, plant and equipment, net		23,057		22,386		24,209			23,789
Operating lease assets		6,663		6,796		6,760			6,695
Intangibles, net		978		997		928			942
Goodwill		3,076		3,076		3,076			3,076
Other assets		2,492		2,904		1,842			2,410

Total Assets	$	48,811	$	48,662	$	49,091		$	49,086

LIABILITIES
Current liabilities
Current portion of long-term debt including obligations under finance leases	$	1,150	$	911	$	587		$	555
Current portion of operating lease liabilities		644		667		652			650
Trade accounts payable		7,015		6,679		7,556			7,117
Accrued salaries and wages		1,165		1,413		1,171			1,736
Other current liabilities		5,236		5,696		6,272			6,265
Total current liabilities		15,210		15,366		16,238			16,323

Long-term debt including obligations under finance leases		12,974		12,502		13,052			12,809
Noncurrent operating lease liabilities		6,385		6,507		6,460			6,426
Deferred income taxes		1,541		1,542		1,532			1,562
Pension and postretirement benefit obligations		507		535		455			478
Other long-term liabilities		2,965		2,660		1,961			2,059

Total Liabilities		39,582		39,112		39,698			39,657

Commitments and contingencies see Note 7
Commitments and contingencies see Note 6

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
Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2022 and 2021						1,918			1,918
Additional paid-in capital		3,505		3,461		3,714			3,657
Accumulated other comprehensive loss		(627)		(630)		(465)			(467)
Accumulated earnings		23,021		23,018		24,583			24,066
Common shares in treasury, at cost, 1,169 shares in 2021 and 1,160 shares in 2020		(18,568)		(18,191)
Common shares in treasury, at cost, 1,198 shares in 2022 and 1,191 shares in 2021						(20,339)			(19,722)

Total Shareholders’ Equity - The Kroger Co.		9,249		9,576		9,411			9,452
Noncontrolling interests		(20)		(26)		(18)			(23)

Total Equity		9,229		9,550		9,393			9,429

Total Liabilities and Equity	$	48,811	$	48,662	$	49,091		$	49,086

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

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	First Quarter Ended				First Quarter Ended
	May 22,		May 23,		May 21,			May 22,
(In millions)	2021		2020		2022			2021
Cash Flows from Operating Activities:
Net earnings including noncontrolling interests	$	143	$	1,212	$	666		$	143
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization		861		825		890			861
Operating lease asset amortization		191		193		186			191
LIFO charge		37		31		93			37
Stock-based employee compensation		56		63
Share-based employee compensation						57			56
Company-sponsored pension plans		(14)		(5)		(12)			(14)
Deferred income taxes		(2)		76		(30)	��		(2)
Loss (gain) on the sale of assets		9		(12)
Loss (gain) on investments		479		(422)
Loss on the sale of assets						—			9
Loss on investments						532			479
Other		100		108		54			100
Changes in operating assets and liabilities:
Store deposits in-transit		84		37		(28)			84
Receivables		14		90		(2)			14
Inventories		205		756		(676)			205
Prepaid and other current assets		369		63		117			369
Trade accounts payable		341		783		439			341
Accrued expenses		(548)		167		(748)			(548)
Income taxes receivable and payable		(175)		276		(70)			(175)
Operating lease liabilities		(214)		(141)		(214)			(214)
Other		320		145		(152)			320

Net cash provided by operating activities		2,256		4,245		1,102			2,256

Cash Flows from Investing Activities:
Payments for property and equipment, including payments for lease buyouts		(820)		(698)		(745)			(820)
Proceeds from sale of assets		7		35		14			7
Other		(40)		(26)		8			(40)

Net cash used by investing activities		(853)		(689)		(723)			(853)

Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		—		504
Payments on long-term debt including obligations under finance leases		(328)		(14)		(45)			(328)
Net payments on commercial paper		—		(1,150)
Dividends paid		(138)		(128)		(154)			(138)
Proceeds from issuance of capital stock		31		57		113			31
Treasury stock purchases		(402)		(422)		(665)			(402)
Proceeds from financing arrangement		166		—		—			166
Other		(110)		(76)		(67)			(110)

Net cash used by financing activities		(781)		(1,229)		(818)			(781)

Net increase in cash and temporary cash investments		622		2,327
Net (decrease) increase in cash and temporary cash investments						(439)			622

Cash and temporary cash investments:
Beginning of year		1,687		399		1,821			1,687
End of period	$	2,309	$	2,726	$	1,382		$	2,309

Reconciliation of capital investments:
Payments for property and equipment, including payments for lease buyouts	$	(820)	$	(698)	$	(745)		$	(820)
Payments for lease buyouts		—		5		3			—
Changes in construction-in-progress payables		154		(62)		(229)			154
Total capital investments, excluding lease buyouts	$	(666)	$	(755)	$	(971)		$	(666)

Disclosure of cash flow information:
Cash paid during the year for interest	$	185	$	188	$	198		$	185
Cash paid during the year for income taxes	$	205	$	18	$	244		$	205

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
Issuance of common stock:
Stock options exercised	—		—		—	(1)		11		—		—		—		11	—		—		—	(2)		54		—		—		—		54
Restricted stock issued	—		—		(2)	—		1		—		—		—		(1)	—		—		(99)	(2)		56		—		—		—		(43)
Treasury stock activity:
Treasury stock purchases, at cost	—		—		—	9		(304)		—		—		—		(304)	—		—		—	8		(299)		—		—		—		(299)
Stock options exchanged	—		—		—	1		(16)		—		—		—		(16)	—		—		—	1		(50)		—		—		—		(50)
Share-based employee compensation	—		—		40	—		—		—		—		—		40	—		—		52	—		—		—		—		—		52
Other comprehensive income net of income tax of $3	—		—		—	—		—		30		—		—		30
Other comprehensive income net of income tax of $4																	—		—		—	—		—		2		—		—		2
Other	—		—		3	—		(3)		—		—		—		—	—		—		69	—		(69)		—		—		(2)		(2)
Cash dividends declared ($0.18 per common share)	—		—		—	—		—		—		(141)		—		(141)
Cash dividends declared ($0.21 per common share)																	—		—		—	—		—		—		(154)		—		(154)
Net earnings including noncontrolling interests	—		—		—	—		—		—		631		1		632	—		—		—	—		—		—		467		2		469

Balances at November 7, 2020	1,918	$	1,918	$	3,420	1,152	$	(17,881)	$	(621)	$	23,234	$	(26)	$	10,044
Balances at August 14, 2021																	1,918	$	1,918	$	3,527	1,174	$	(18,876)	$	(625)	$	23,334	$	(20)	$	9,258
Issuance of common stock:
Stock options exercised	—		—		—	(1)		29		—		—		—		29	—		—		—	(1)		33		—		—		—		33
Restricted stock issued	—		—		(3)	—		3		—		—		—		—	—		—		(3)	—		—		—		—		—		(3)
Treasury stock activity:
Treasury stock purchases, at cost	—		—		—	9		(325)		—		—		—		(325)	—		—		—	6		(251)		—		—		—		(251)
Stock options exchanged	—		—		—	—		(10)		—		—		—		(10)	—		—		—	1		(47)		—		—		—		(47)
Share-based employee compensation	—		—		38	—		—		—		—		—		38	—		—		51	—		—		—		—		—		51
Other comprehensive loss net of income tax of $4	—		—		—	—		—		(9)		—		—		(9)
Other comprehensive income net of income tax of $37																	—		—		—	—		—		134		—		—		134
Other	—		—		6	—		(7)		—		—		(1)		(2)	—		—		15	—		(15)		—		(1)		(10)		(11)
Cash dividends declared ($0.18 per common share)	—		—		—	—		—		—		(139)		—		(139)
Cash dividends declared ($0.21 per common share)																	—		—		—	—		—		—		(158)		—		(158)
Net earnings including noncontrolling interests	—		—		—	—		—		—		(77)		1		(76)	—		—		—	—		—		—		483		2		485

Balances at January 30, 2021	1,918	$	1,918	$	3,461	1,160	$	(18,191)	$	(630)	$	23,018	$	(26)	$	9,550
Balances at November 6, 2021																	1,918	$	1,918	$	3,590	1,180	$	(19,156)	$	(491)	$	23,658	$	(28)	$	9,491
Issuance of common stock:
Stock options exercised																	—		—		—	(2)		54		—		—		—		54
Restricted stock issued																	—		—		—	—		—		—		—		—		—
Treasury stock activity:
Treasury stock purchases, at cost																	—		—		—	11		(534)		—		—		—		(534)
Stock options exchanged																	—		—		—	2		(64)		—		—		—		(64)
Share-based employee compensation																	—		—		44	—		—		—		—		—		44
Other comprehensive income net of income tax of $8																	—		—		—	—		—		24		—		—		24
Other																	—		—		23	—		(22)		—		—		1		2
Cash dividends declared ($0.21 per common share)																	—		—		—	—		—		—		(157)		—		(157)
Net earnings including noncontrolling interests																	—		—		—	—		—		—		565		4		569

Balances at January 29, 2022																	1,918	$	1,918	$	3,657	1,191	$	(19,722)	$	(467)	$	24,066	$	(23)	$	9,429

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 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

—

—

—

(2)

31

—

—

—

31
Restricted stock issued

—

—

(35)

(1)

17

—

—

—

(18)
Treasury stock activity:

Treasury stock purchases, at cost

—

—

—

10

(338)

—

—

—

(338)
Stock options exchanged

—

—

—

2

(64)

—

—

—

(64)
Share-based employee compensation

—

—

56

—

—

—

—

—

56
Other comprehensive income net of income tax of $2

—

—

—

—

—

3

—

—

3
Other

—

—

23

—

(23)

—

1

3

4
Cash dividends declared ($0.18 per common share)

—

—

—

—

—

—

(138)

—

(138)
Net earnings including noncontrolling interests

—

—

—

—

—

—

140

3

143

Balances at May 22, 2021

1,918

$
1,918

$
3,505

1,169

$
(18,568)

$
(627)

$
23,021

$
(20)

$
9,229


									Accumulated
				Additional					Other
	Common Stock			Paid-In		Treasury Stock			Comprehensive		Accumulated		Noncontrolling
(In millions, except per share amounts)	Shares	Amount		Capital		Shares	Amount		Loss		Earnings		Interest		Total
Balances at January 29, 2022	1,918	$	1,918	$	3,657	1,191	$	(19,722)	$	(467)	$	24,066	$	(23)	$	9,429
Issuance of common stock:
Stock options exercised	—		—		—	(4)		113		—		—		—		113
Restricted stock issued	—		—		(77)	(2)		12		—		—		—		(65)
Treasury stock activity:
Treasury stock purchases, at cost	—		—		—	10		(520)		—		—		—		(520)
Stock options exchanged	—		—		—	3		(145)		—		—		—		(145)
Share-based employee compensation	—		—		57	—		—		—		—		—		57
Other comprehensive income net of income tax of $-	—		—		—	—		—		2		—		—		2
Other	—		—		77	—		(77)		—		—		3		3
Cash dividends declared ($0.21 per common share)	—		—		—	—		—		—		(147)		—		(147)
Net earnings including noncontrolling interests	—		—		—	—		—		—		664		2		666

Balances at May 21, 2022	1,918	$	1,918	$	3,714	1,198	$	(20,339)	$	(465)	$	24,583	$	(18)	$	9,393

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 January ~~30, 2021~~29, 2022 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 January ~~30, 2021.~~29, 2022.

The unaudited information in the Consolidated Financial Statements for the first quarter ended May ~~22, 2021~~21, 2022 and May ~~23, 2020,~~22, 2021, includes the results of operations of the Company for the 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 $~~1,329~~455 and ~~$1,808~~$987 as of May ~~22, 2021~~21, 2022 and January ~~30, 2021,~~29, 2022, respectively, and is included in “Other assets” in the Company’s Consolidated Balance Sheets. An unrealized loss of ~~$479 and gain of $422~~for this ~~level~~Level 1 investment ~~was recorded in~~of approximately $532 and $479 for the first quarters of 2022 and 2021, ~~and 2020,~~ respectively, ~~and is~~are included in ~~“(Loss) gain~~“Loss on investments” in the Company’s Consolidated Statements of Operations. Refer to Note 2 for the disclosure of debt instrument fair values.

2.	DEBT OBLIGATIONS

Long-term debt consists of:

May 22,

January 30,

2021

2021
1.70% to 8.00% Senior Notes due through 2049

$
11,602

$
11,899
Other

1,121

511

Total debt, excluding obligations under finance leases

12,723

12,410
Less current portion

(1,049)

(844)

Total long-term debt, excluding obligations under finance leases

$
11,674

$
11,566


	May 21,		January 29,
	2022		2022
1.70% to 8.00% Senior Notes due through 2049	$	10,609	$	10,607
Other		1,122		1,138

Total debt, excluding obligations under finance leases		11,731		11,745
Less current portion		(452)		(451)

Total long-term debt, excluding obligations under finance leases	$	11,279	$	11,294

The fair value of the Company’s long-term debt, including current maturities, was estimated based on the quoted market prices for the same or similar issues adjusted for illiquidity based on available market evidence. If quoted market prices were not available, the fair value was based upon the net present value of the future cash flow using the forward interest rate yield curve in effect at May ~~22, 2021~~21, 2022 and January ~~30, 2021.~~29, 2022. At May ~~22, 2021,~~21, 2022, the fair value of total debt was ~~$14,375~~$11,366 compared to a carrying value of ~~$12,723.~~$11,731. At January ~~30, 2021,~~29, 2022, the fair value of total debt was ~~$14,680~~$13,189 compared to a carrying value of ~~$12,410.~~$11,745.

~~Additionally, in the first quarter of 2021, the Company repaid $300 of senior notes bearing an interest rate of 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~~.$455. Separately, the Company also entered into a transaction to sell those properties to a third party for total proceeds of ~~$621~~.$621. Total cash proceeds received as a result of the transactions was ~~$166~~.$166. The sale transaction did not qualify forsale-leaseback accounting treatment. As a result, the Company recorded property, plant and equipment for the ~~$455~~$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~~$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 first quarters of ~~2021~~2022 and ~~2020:~~2021:

First Quarter Ended

Pension Benefits

Other Benefits

May 22,

May 23,

May 22,

May 23,


2021

2020

2021

2020

Components of net periodic benefit cost:

Service cost

$
3

$
4

$
1

$
2

Interest cost

32

34

1

2

Expected return on plan assets

(53)

(52)

—

—

Amortization of:

Prior service cost

—

—

(4)

(4)

Actuarial loss (gain)

12

11

(6)

(2)

Net periodic benefit cost

$
(6)

$
(3)

$
(8)

$
(2)


	First Quarter Ended
	Pension Benefits				Other Benefits
	May 21,		May 22,		May 21,		May 22,
	2022		2021		2022		2021
Components of net periodic benefit cost:
Service cost	$	3	$	3	$	1	$	1
Interest cost		30		32		2		1
Expected return on plan assets		(47)		(53)		—		—
Amortization of:
Prior service cost		—		—		(4)		(4)
Actuarial loss (gain)		8		12		(5)		(6)

Net periodic benefit cost	$	(6)	$	(6)	$	(6)	$	(8)

The Company is not required to make any contributions to its company-sponsored pension plans in ~~2021,~~2022, 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 quarters of ~~2021~~2022 and ~~2020.~~2021.

The Company contributed ~~$95~~$105 and ~~$96~~$95 to employee 401(k) retirement savings accounts in the first quarters of 2022 and 2021, ~~and 2020,~~ 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 2021, the Company contributed an incremental $70, $54 net of tax, to multi-employer pension plans, helping stabilize future associate benefits.

During the first quarter of 2021, associates within the Fred Meyer and QFC divisions ratified an agreement for the transfer of liabilities from the Sound Retirement Trust to the UFCW Consolidated Pension Plan. The Company ~~will transfer~~transferred $449, $344 net of tax, in net accrued pension liabilities and prepaid escrow funds ~~on a pre-tax basis,~~ to fulfill obligations for past service for associates and retirees. The agreement will be satisfied by cash installment payments to the UFCW Consolidated Pension Plan and ~~are expected to~~will 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:


	First Quarter Ended					First Quarter Ended					First Quarter Ended					First Quarter Ended
	May 22, 2021					May 23, 2020					May 21, 2022					May 22, 2021
				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	$	139	752	$	0.18	$	1,197	780	$	1.53	$	657	722	$	0.91	$	139	752	$	0.18
Dilutive effect of stock options			8					8					11					8

Net earnings attributable to The Kroger Co. per diluted common share	$	139	760	$	0.18	$	1,197	788	$	1.52	$	657	733	$	0.90	$	139	760	$	0.18

The Company had combined undistributed and distributed earnings to participating securities totaling $1$7 and ~~$15~~$1 in the first quarters of 2022 and 2021, ~~and 2020,~~ respectively.

The Company had options outstanding for approximately 81 million and 118 million shares during the first quarters of ~~2021~~2022 and ~~2020,~~2021, 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.	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.~~, which has since been amended. 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,~~2022, the Company opened ~~its first~~ 2 additional Kroger Delivery ~~facilities~~customer fulfillment centers in ~~Monroe, Ohio~~Dallas, Texas and ~~Groveland, Florida.~~Pleasant Prairie, Wisconsin, which brings the Company’s total Kroger Delivery customer fulfillment centers to 5 as of May 21, 2022. The Company determined the arrangement with Ocado contains a lease of the robotic equipment used to ~~fulfil~~fulfill customer orders. As a result, the Company ~~established~~establishes a finance lease when each facility ~~began~~begins fulfilling orders to ~~customers and used its~~ ~~10 year incremental borrowing rate of 1.66% to calculate the lease liability.~~customers. 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, itthe Company will account for all payments to Ocado as lease payments. During the first quarter of ~~2021,~~2022, the Company recorded finance lease assets of ~~$267~~$339 and finance lease liabilities of ~~$249~~$313 related to ~~these 2 location openings.~~the Company’s agreement with Ocado.

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 personal injury, contract disputes, employment discrimination, wage and hour 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. 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 when an adverse outcome is probable. Nonetheless, assessing and predicting the outcomes of these matters 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.

11On February 9, 2022, a putative shareholder filed a derivative action in the Court of Common Pleas, Hamilton County, Ohio against certain current and former directors of The Kroger Co. and The Kroger Co., as a nominal defendant, alleging among other things, that the defendants breached their fiduciary duties in connection with the data incident involving the Company’s former third party secure file transfer vendor, Accellion. A Stipulation and Order for Voluntary Dismissal was entered by the Court on June 6, 2022, and the case is now concluded.

The Company is one of dozens of companies that have been named in various lawsuits alleging that defendants contributed to create a public nuisance through the distribution and dispensing of opioids. At present, the Company is named in a significant number of lawsuits pending in various state courts as well as in the United States District Court for the Northern District of Ohio, where over 2,000 cases have been consolidated as Multi-District Litigation ("MDL") pursuant to 28 U.S.C. §1407 in a case entitled In re National Prescription Opiate Litigation. Most of these cases have been stayed but Kroger entities have been named in 5 bellwether cases that are proceeding on a staggered discovery schedule before Judge Polster, the MDL judge. Once discovery is completed, those cases will be remanded to the originating federal court for trial. The Company is vigorously defending these matters and believes that these cases are without merit. At this stage in the proceedings, the Company is unable to determine the probability of the outcome of these matters or the range of reasonably possible loss, if any.

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.

8.7.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table represents the changes in AOCI by component for the first quarters of ~~2021~~2022 and ~~2020:~~2021:


			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 1, 2020	$	(42)	$	(598)	$	(640)
OCI before reclassifications⁽²⁾		(22)		—		(22)
Amounts reclassified out of AOCI⁽³⁾		1		3		4
Net current-period OCI		(21)		3		(18)
Balance at May 23, 2020	$	(63)	$	(595)	$	(658)

Balance at January 30, 2021	$	(54)	$	(576)	$	(630)	$	(54)	$	(576)	$	(630)
Amounts reclassified out of AOCI⁽³⁾		2		1		3
Amounts reclassified out of AOCI⁽²⁾								2		1		3
Net current-period OCI		2		1		3		2		1		3
Balance at May 22, 2021	$	(52)	$	(575)	$	(627)	$	(52)	$	(575)	$	(627)

Balance at January 29, 2022							$	(47)	$	(420)	$	(467)
Amounts reclassified out of AOCI⁽²⁾								2		—		2
Net current-period OCI								2		—		2
Balance at May 21, 2022							$	(45)	$	(420)	$	(465)

(1)	All amounts are net of tax.

(2)	~~Net of tax of ($11) for cash flow hedging activities for the first quarter of 2020.~~

~~(3)~~

~~Net of tax of $1 for cash flow hedging activities and $2 for pension and postretirement defined benefit plans for the first 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. Net of tax of $1 for cash flow hedging activities and ($1) for pension and postretirement defined benefit plans for the first quarter of 2022.

The following table represents the items reclassified out of AOCI and the related tax effects for the first quarters of ~~2021~~2022 and ~~2020:~~2021:


	First Quarter Ended				First Quarter Ended
	May 22,		May 23,		May 21,		May 22,
	2021		2020		2022		2021
Cash flow hedging activity items
Amortization of gains and losses on cash flow hedging activities⁽¹⁾	$	3	$	2	$	3	$	3
Tax expense		(1)		(1)		(1)		(1)
Net of tax		2		1		2		2

Pension and postretirement defined benefit plan items
Amortization of amounts included in net periodic pension cost⁽²⁾		2		5		(1)		2
Tax expense		(1)		(2)		1		(1)
Net of tax		1		3		—		1
Total reclassifications, net of tax	$	3	$	4	$	2	$	3

(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).

9.8.

INCOME TAXES

The effective income tax rate was ~~20.2%~~18.0% in the first quarter of ~~2021~~2022 and ~~23.5% in~~20.2% for the first quarter of ~~2020.~~2021. The effective income tax rate for the first quarter of 2022 and 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 quarter of ~~2021,~~2022, compared to the first quarter of ~~2020,~~2021, primarily due to ~~lower pre-tax income~~an increase 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~~from share-based payments in 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.~~2022.

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 deferring the due dates of tax payments and other changes to 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 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 2020, the Company deferred the employer portion of social security tax of~~ ~~$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.~~

~~10.~~

~~SUBSEQUENT EVENT~~

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

1312

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.

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,” “confident,” “continue,” “could,” “estimate,” “expect,” “future,” “guidance,” “maintain,” “may,” “strategy,” “trend,” “will,” “well positioned,” 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” 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 ongoing COVID-19 pandemic (including any variant), 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, future variants, mutations or related strains of the virus and the effectiveness of vaccines against variants, continued efficacy of vaccines over time and availability of vaccine boosters, the extent of vaccine refusal, and global access to vaccines, as well as the effect of vaccine and/or testing mandates and related regulations, the potential for additional future spikes in infection and illness rates including breakthrough infections among the fully vaccinated, and the corresponding potential for disruptions in workforce availability and customer shopping patterns, re-imposed restrictions as a result of resurgence and the corresponding future easing of restrictions, and interruptions in domestic and global supply chains or capacity constraints; whether and when the global pandemic will become endemic, the pace of recovery when the pandemic subsides or becomes endemic, which may vary materially over time and among the different regions we serve; labor negotiations; potential work stoppages; changes in the unemployment rate; pressures in the labor market; changes in government-funded benefit programs; 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 current inflationary environment and future potential inflationary and/or deflationary trends and such trends in certain commodities, products and/or operating costs; the geopolitical environment including the war in Ukraine; unstable political situations and social unrest; changes in tariffs; the effect that fuel costs have on consumer spending; volatility of fuel margins; 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; stock repurchases; changes in the regulatory environment in which we operate; 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; 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 our growth strategy and value creation model, including continued cost savings, growth of our alternative profit businesses, and our ability to better serve our customers and to generate customer loyalty and sustainable growth through our strategic moats of fresh, 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 tax 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.

OUR VALUE CREATION MODEL – DELIVERING CONSISTENT AND ATTRACTIVE TOTAL SHAREHOLDER RETURN

Kroger has developed multiple levers within our business model to deliver net earnings growth and consistent and attractive total shareholder return (“TSR”). Our execution of this model is allowing us to deliver today and invest for the future. The foundation of our value creation model is our market leading omnichannel position in food retail, which is built on Kroger’s unique assets: our stores, digital ecosystem, Our Brands and our data. These unique assets, when combined with our go-to-market strategy, deliver an unmatched value proposition for our customers. We continue to invest in areas of the business that matter most to our customers and deepen our competitive moats of Fresh, Our Brands, Data & Personalization and Seamless, to drive sustainable sales growth in our retail supermarket business, including fuel and health & wellness. This, in turn, generates the data and traffic that enables our fast-growing, high operating margin alternative profits. We are evolving from a traditional food retailer into a more diverse, food first business that we expect will consistently deliver net earnings growth in the future. This will be achieved by:

●

Growing identical sales without fuel. A key component of our growth plan is to double digital sales and our digital profitability rate by 2023. Our plan also involves maximizing growth levers in our supermarket business and is supported by continued strategic investments in our customers, associates, and our Seamless eco-system to ensure we deliver a full, friendly and fresh experience for every customer, every time; and

●

Expanding operating margin, through a balanced model where strategic price investments for our customers and investments in our associates and seamless ecosystem are offset by our cost savings program, which has delivered $1 billion in cost savings annually for the past four fiscal years, and sustained growth in our alternative profit streams.

We expect to continue to generate strong free cash flow and are committed to being disciplined with capital deployment in support of our value creation model and stated capital allocation priorities. Our first priority is to invest in the business through attractive high return organic and inorganic opportunities that drive long-term sustainable net earnings growth. We are committed to maintaining our current investment grade debt rating and our net total debt to adjusted EBITDA ratio target range of 2.30 to 2.50. We also expect to continue to grow our dividend over time and return excess cash to shareholders via stock repurchases.

We expect our value creation model will result in total shareholder return over the long-term within our target range of 8% to 11%.

EXECUTIVE SUMMARY

We achieved strong first quarter results as we executed our strategy of leading with fresh and accelerating with digital. Our associates’ focus on providing fresh, affordable food to our customers is driving our strong results. During the quarter, we demonstrated the resilience of our business model which led to achieving positive identical sales without fuel of 4.1%. In addition, our team was extremely effective in managing costs while navigating a challenging operating environment, characterized by inflationary cost pressures and supply chain headwinds. This allowed us to continue to invest in our associates while providing our customers fresh food at affordable prices when and where they need it. As a result of our strong execution and sustained food-at-home trends, our team delivered growth in our operating profit and adjusted FIFO operating profit, proving the strength of our financial model in a variety of operating environments.

Looking ahead, we are well positioned to continue delivering for our customers, investing in our associates, and driving sustainable returns for shareholders. We expect the momentum in our business to continue and have confidence in our ability to navigate a rapidly changing operating environment. Based on the foregoing and our diverse and resilient business model, we raised our full-year guidance for identical sales without fuel, adjusted FIFO operating profit and adjusted net earnings per diluted share. Our 2022 guidance reaffirms that as we emerge from the pandemic, we are creating a new, higher base from which we expect to grow and highlights the flexibility and multiple levers that exist within our model today, which we believe will allow us to deliver adjusted net earnings per diluted share growth in 2022, while continuing to invest for future growth. We are leveraging technology, innovation, and our competitive moats to build lasting competitive advantages. We remain confident in our value creation model and we expect to deliver total shareholder return over the long-term within our target range of 8% to 11%.

The following table provides highlights of our financial performance:

Financial Performance Data

($ in millions, except per share amounts)


	First Quarter Ended
	May 21,			Percentage		May 22,
	2022			Change		2021
Sales	$	44,600		8.0	%	$	41,298
Sales without fuel	$	38,711		3.8	%	$	37,308
Net earnings attributable to The Kroger Co.	$	664		374.3	%	$	140
Adjusted net earnings attributable to The Kroger Co.	$	1,074		17.0	%	$	918
Net earnings attributable to The Kroger Co. per diluted common share	$	0.90		400.0	%	$	0.18
Adjusted net earnings attributable to The Kroger Co. per diluted common share	$	1.45		21.8	%	$	1.19
Operating profit	$	1,505		87.0	%	$	805
Adjusted FIFO operating profit	$	1,601		16.4	%	$	1,375
Dividends paid	$	154		11.6	%	$	138
Dividends paid per common share	$	0.21		16.7	%	$	0.18
Identical sales excluding fuel		4.1	%	N/A			(4.1)	%
FIFO gross margin rate, excluding fuel, bps decrease		0.26		N/A			0.65
OG&A rate, excluding fuel and Adjusted Items, bps decrease		0.46		N/A			1.08
Increase in total debt, including obligations under finance leases compared to prior fiscal year end	$	275		N/A		$	711
Share repurchases	$	665		N/A		$	402

OVERVIEW

Notable items for the first quarter of 2022 are:

Shareholder Return

●

Net earnings attributable to The Kroger Co. per diluted common share of $0.90, which was a 400% increase compared to the first quarter of 2021.

●

Adjusted net earnings attributable to The Kroger Co. per diluted common share of $1.45, which was a 21.8% increase compared to the first quarter of 2021.

●

Achieved operating profit of $1.5 billion, which was an 87.0% increase compared to the first quarter of 2021.

●

Achieved adjusted FIFO operating profit of $1.6 billion, which was a 16.4% increase compared to the first quarter of 2021.

●

We returned $819 million to shareholders through share repurchases and dividend payments.

●

Generated cash from operations of $1.1 billion.

Other Financial Results

●

Identical sales, excluding fuel, increased 4.1% in the first quarter of 2022, which included identical sales growth of 5.2% in our Fresh categories. Fresh consists primarily of produce, floral, meat, seafood, deli, bakery and fresh prepared.

●

Digital sales decreased 6% in the first quarter of 2022, compared to the first quarter of 2021. While digital sales decreased 6% during the first quarter of 2022, almost all customers who reduced their online spend during the quarter continued to shop with us in store, highlighting the power of our seamless ecosystem and our ability to create a meaningful customer experience across channels. In addition, customer households that use our digital platforms increased during the first quarter of 2022, compared to the first quarter of 2021. Digital sales include products ordered online and picked up at our stores and products delivered or shipped directly to a customer’s home.

●

We are currently operating in a more volatile inflationary environment and we experienced higher product cost inflation in most departments during the first quarter of 2022. Our LIFO charge for the first quarter of 2022 was $93 million, compared to $37 million in the first quarter of 2021. This increase of $56 million was attributable to higher inflation in most categories.

Significant Events

●

In the first quarter of 2022, we opened two additional Kroger Delivery customer fulfillment centers powered by Ocado’s automated smart platform — one in Dallas, Texas and one in Pleasant Prairie, Wisconsin — bringing our total count to five.

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 and 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 and 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, 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, 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, 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 quarter of ~~2021~~2022 include the following, which we define as the ~~“2021~~“2022 Adjusted Items”:

●

Charges to operating, general and administrative expenses (“OG&A”) of $7 million, $6 million net of tax, for the revaluation of Home Chef contingent consideration (the “2022 OG&A Adjusted Item”).

●

Losses in other income (expense) of $532 million, $404 million net of tax, for the unrealized loss on investments (the “2022 Other Income (Expense) Adjusted Item”).

Net earnings for the first quarter of 2021 include the following, which we define as the “2021 Adjusted Items”:

●

Charges to OG&A expenses of $449 million, $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 $44 million, $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 $422 million, $312 million net of tax, for the unrealized gain on investments (the “2020 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,” “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” 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 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, new variants of the virus, the effect of the easing of restrictions, lack of access to vaccines for certain populations and the extent of vaccine aversion, the potential for future spikes in infection and illness rates and the corresponding potential for disruptions in workforce availability and customer shopping patterns, re-imposed restrictions in the event of 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; changes in tariffs; the effect that fuel costs have on consumer spending; volatility of fuel margins; 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 our 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, ~~Our Brands~~~~, personalization, and seamless; and the successful integration of merged companies and new partnerships.~~

●

~~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.~~

~~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 were disciplined in balancing investments in our associates and customers 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 target range of $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 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 raise our guidance for identical sales without fuel and 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 management’s confidence in our cash flow generation and is consistent with our commitment to deliver sustainable and attractive total shareholder returns of 8% to 11%.

Our financial model is 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 pharmacy. This in turn generates the data and traffic that enables our fast-growing alternative profit streams. Our financial strategy is to continue to use our free cash flow to invest in the business to drive long-term sustainable net earnings growth, through the identification of high-return projects that support our strategy. Capital allocation is a core element of our value creation model, and we will allocate capital towards driving profitable sales growth, accelerating digital, expanding margin as well as maintaining the business. We will continue to be disciplined in deploying capital towards projects that exceed our hurdle rate of return and 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 debt rating and continue to return cash to shareholders via share repurchases and a growing dividend over time. We remain confident in our ability to generate strong free cash flow and deliver strong and sustainable total shareholder return of 8% to 11%.

~~The following table provides highlights of our financial performance:~~

~~Financial Performance Data~~

~~($ in millions, except per share amounts)~~

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

~~OVERVIEW~~

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.

~~Notable items for the first quarter of 2021 are:~~

~~Shareholder Return~~

●

~~Net earnings attributable to The Kroger Co. per diluted common share of $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 $1.19, which results in a two-year compounded annual growth rate of 28.6%.~~

●

~~Achieved operating profit of $805 million, which results in a two-year compounded annual growth rate of (5.5%).~~

●

~~Achieved adjusted FIFO operating profit of $1.4 billion, which results in a two-year compounded annual growth rate of 19.9%.~~

●

~~Generated cash from operations of $2.3 billion.~~

●

~~Returned $540 million to shareholders through share repurchases and dividend payments.~~

~~Other Financial Results~~

●

~~Identical sales, excluding fuel, decreased 4.1% for the first quarter of 2021, which results in a two-year stacked growth rate of 14.9%.~~

●

~~Digital revenue grew 16% in the first quarter of 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 quarter of 2021, Fred Meyer and QFC and four local unions ratified an agreement for the transfer of liabilities from the Sound Retirement Trust to the UFCW Consolidated Pension Plan. We will transfer $449 million in net accrued pension liabilities and prepaid escrow funds, on a pre-tax basis, to fulfill obligations for past service for associates and 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 quarter and is excluded from adjusted net earnings per diluted share results.

●

~~In the first quarter of 2021, we opened our first two Kroger Delivery facilities powered by Ocado in Monroe, Ohio and Groveland, Florida, a new geography.~~

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 2022 and 2021 ~~and 2020~~ Adjusted ~~Items.~~Items:

Net Earnings per Diluted Share excluding the Adjusted Items

($ in millions, except per share amounts)


	First Quarter Ended						First Quarter Ended
	May 22,		May 23,		Percentage		May 21,		May 22,		Percentage
	2021		2020		Change		2022		2021		Change
Net earnings attributable to The Kroger Co.	$	140	$	1,212			$	664	$	140

(Income) expense adjustments
Adjustment for pension plan withdrawal liabilities⁽¹⁾⁽²⁾		344		—				—		344
Adjustment for loss (gain) on investments⁽¹⁾⁽³⁾		367		(312)
Adjustment for loss on investments⁽¹⁾⁽³⁾								404		367
Adjustment for Home Chef contingent consideration⁽¹⁾⁽⁴⁾		33		44				6		33
Adjustment for transformation costs⁽¹⁾⁽⁵⁾		34		28				—		34
2021 and 2020 Adjusted Items		778		(240)
2022 and 2021 Adjusted Items								410		778

Net earnings attributable to The Kroger Co. excluding the Adjusted Items	$	918	$	972	(5.6)	%	$	1,074	$	918	17.0	%

Net earnings attributable to The Kroger Co. per diluted common share	$	0.18	$	1.52			$	0.90	$	0.18

(Income) expense adjustments
Adjustment for pension plan withdrawal liabilities⁽⁶⁾		0.45		—				—		0.45
Adjustment for loss (gain) on investments⁽⁶⁾		0.48		(0.40)
Adjustment for loss on investments⁽⁶⁾								0.54		0.48
Adjustment for Home Chef contingent consideration⁽⁶⁾		0.04		0.06				0.01		0.04
Adjustment for transformation costs⁽⁶⁾		0.04		0.04				—		0.04
2021 and 2020 Adjusted Items		1.01		(0.30)
2022 and 2021 Adjusted Items								0.55		1.01

Adjusted net earnings attributable to The Kroger Co. per diluted common share	$	1.19	$	1.22	(2.5)	%	$	1.45	$	1.19	21.8	%

Average number of common shares used in diluted calculation		760		788				733		760

(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.

(3)	The pre-tax adjustment for loss ~~(gain)~~ on investments was $532 in the first quarter of 2022 and $479 in the first quarter of ~~2021 and ($422) in the first quarter of 2020.~~2021.

(4)	The pre-tax adjustment for Home Chef contingent consideration was $7 in the first quarter of 2022 and $43 in the first quarter of ~~2021 and $60 in the first quarter of 2020.~~2021.

(5)

The pre-tax adjustment for transformation costs was ~~$44 in the first quarter of 2021 and $38 in the first quarter of 2020.~~$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.

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

RESULTS OF OPERATIONS

Sales

Total Sales

($ in millions)


	First Quarter Ended								First Quarter Ended
	May 22,		Percentage		May 23,		Percentage		May 21,		Percentage		May 22,		Percentage
	2021		Change⁽¹⁾		2020		Change⁽²⁾		2022		Change⁽¹⁾		2021		Change⁽²⁾
Total sales to retail customers without fuel ⁽³⁾	$	37,022	(4.2)	%	$	38,634	18.5	%	$	38,449	3.9	%	$	37,022	(4.2)	%
Supermarket fuel sales		3,990	48.2	%		2,692	(38.8)	%		5,889	47.6	%		3,990	48.2	%
Other sales⁽⁴⁾		286	28.3	%		223	(14.6)	%		262	(8.4)	%		286	28.3	%

Total sales	$	41,298	(0.6)	%	$	41,549	11.5	%	$	44,600	8.0	%	$	41,298	(0.6)	%

(1)	This column represents the percentage change in the first quarter of 2022, compared to the first quarter of 2021.

(2)	This column represents the percentage change in the first quarter of 2021, compared to the first quarter of 2020.

~~(2)~~

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

(3)

Digital ~~sales, primarily including Pickup, Delivery, Ship and pharmacy e-commerce sales, grew approximately 16% and 92% in the first quarter of 2021 and 2020, respectively. These~~ sales are included in the “total sales to retail customers without fuel” line above. Digital sales include products ordered online and picked up at our stores and products delivered or shipped directly to a customer’s home. Digital sales decreased approximately 6% in the first quarter of 2022 and grew approximately 16% in the first quarter of 2021. The change in results for the first quarter of 2022, compared to the first quarter of 2021, is primarily due to cycling COVID-19 trends and an increased number of shoppers shifting back to in-store purchases. While digital sales decreased 6% during the first quarter of 2022, almost all customers who reduced their online spend during the quarter continued to shop with us in store, highlighting the power of our seamless ecosystem and our ability to create a meaningful customer experience across channels. In addition, customer households that use our digital platforms increased during the first quarter of 2022, compared to the first quarter of 2021.

(4)

Other sales primarily relate to external sales at food production plants, data analytic services and third party media revenue. The ~~increase~~decrease in the first quarter of ~~2021~~2022, compared to the first quarter of ~~2020~~2021, is primarily due to decreased external sales at food production plants due to the closing of a plant, partially offset by an increase in data analytic services and third-party media revenue.

Total sales ~~were $41.3 billion~~increased in the first quarter of ~~2021,~~2022, compared to ~~$41.5 billion in~~ the first quarter of ~~2020. This decrease~~2021, by 8.0%. The increase was primarily due to ~~a decrease~~increases in supermarket fuel sales and total sales to retail customers without ~~fuel, partially offset by an increase in supermarket fuel sales.~~fuel. Total sales, excluding fuel, ~~decreased 4.0%~~increased 3.8% in the first quarter of ~~2021,~~2022, compared to the first quarter of ~~2020,~~2021, which ~~is consistent with the decrease in total sales to retail customers without fuel in the first quarter of 2021, compared to the first quarter of 2020. This decrease~~ was primarily due to our identical sales ~~decrease,~~increase, excluding fuel, of 4.1%. ~~The decrease in identical~~Identical sales, excluding fuel, ~~was caused by unprecedented demand due to the COVID-19 pandemic during~~for the first quarter of ~~2020. Our two-year identical sales, excluding fuel, stacked growth was 14.9%. Total supermarket fuel sales increased 48.2% in the first quarter of 2021,~~2022, compared to the first quarter of ~~2020,~~2021, increased primarily due to an increase in the number of households shopping with us and an increase in basket value due to retail inflation, partially offset by a reduction in the number of items in basket. Total supermarket fuel sales increased 47.6% in the first quarter of 2022, compared to the first quarter of 2021, primarily due to an increase in fuel gallons sold of ~~13.2%~~3.0% and an increase in the average retail fuel price of ~~31.0%~~43.3%. The increase in the average retail fuel price was caused by an increase 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. We define Kroger Specialty Pharmacy businesses as identical when physical locations have been in operation continuously for five full quarters; discontinued patient therapies are excluded from the identical sales calculation starting in the quarter of transfer or termination. 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 first quarter of ~~2021.~~2022.

Identical Sales

($ in millions)


	First Quarter Ended								First Quarter Ended
	May 22,		Percentage		May 23,		Percentage		May 21,		Percentage		May 22,		Percentage
	2021		Change⁽¹⁾		2020		Change⁽²⁾		2022		Change⁽¹⁾		2021		Change⁽²⁾
Excluding fuel centers	$	36,608	(4.1)	%	$	38,186	19.0	%
Excluding Fuel									$	38,148	4.1	%	$	36,644	(4.1)	%

(1)	This column represents the percentage change in identical sales in the first quarter of 2022, compared to the first quarter of 2021.

(2)	This column represents the percentage change in identical sales in the first quarter of 2021, compared to the first quarter of 2020.

~~(2)~~

~~This column represents the percentage change in identical sales in the first quarter of 2020, compared to the first quarter of 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 21.63% for the first quarter of 2022, compared to 22.64% for the first quarter of ~~2021, compared to 24.30% for the first quarter of 2020.~~2021. The decrease in rate in the first quarter of ~~2021,~~2022, compared to the first quarter of ~~2020,~~2021, resulted primarily from increased fuel sales, which have a lower gross margin rate, ~~a decrease in our fuel gross margin,~~ continued strategic 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,higher LIFO charge and increased ~~shrink,~~transportation and warehousing costs, 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.~~sold and the cycling of a write down related to a donation of personal protective equipment inventory from the prior year.

Our LIFO charge was ~~$37~~$93 million ~~for~~in the first quarter of ~~2021~~2022, compared to ~~$31~~$37 million ~~for~~in the first quarter of ~~2020. Our~~2021. The increase in our LIFO charge reflects our expected annualized product cost inflation for 2022, compared to 2021, ~~primarily driven by grocery, meat and pharmacy.~~which was attributable to higher inflation in most categories.

Our FIFO gross margin rate, which excludes the ~~first quarter~~ LIFO charge, was ~~22.73% for~~21.84% in the first quarter of ~~2021,~~2022, compared to ~~24.37% for~~22.73% in the first quarter of ~~2020.~~2021. Our fuel sales lower our FIFO gross margin rate due to the very low FIFO gross margin rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel, our FIFO gross margin rate decreased 6526 basis points in the first quarter of ~~2021,~~2022, compared to the first quarter of ~~2020.~~2021. This decrease resulted primarily from continued strategic 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,~~transportation and warehousing costs, 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.~~

Insold and the ~~first quarter~~cycling of ~~2021, compared~~a write down related to a donation of personal protective equipment inventory from the first quarter of 2020, our continued investments in lower prices for our customers were fully offset by growth in our alternative profit stream portfolio and effective negotiations to achieve savings on the cost of products sold.prior year.

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 ~~17.98% for~~15.69% in the first quarter of ~~2021, compared to 18.46% for~~2022 and 17.98% in the first quarter of ~~2020.~~2021. The decrease in the first quarter of ~~2021,~~2022, compared to the first quarter of ~~2020~~2021, resulted primarily from ~~decreased COVID-19 related costs,~~the effect of sales leverage across fuel and supermarkets, which decreases our OG&A rate, as a percentage of sales, lower contributions to multi-employer pension plans, decreased incentive plan costs, the ~~2020~~2021 OG&A Adjusted Items ~~the effect of increased fuel sales, which decreases our OG&A rate, as a percentage of sales~~ and broad-based improvement from cost savings initiatives that drive administrative efficiencies, store productivity and sourcing cost reductions, partially offset by investments in our associates and the ~~2021~~2022 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.~~Item.

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 ~~2021~~2022 OG&A Adjusted ~~Items~~Item and the ~~2020~~2021 OG&A Adjusted Items, our OG&A rate decreased ~~108~~46 basis points in the first quarter of ~~2021,~~2022, compared to the first quarter of ~~2020.~~2021. This decrease resulted primarily from ~~decreased COVID-19 related costs,~~the effect of supermarket sales leverage, which decreases our OG&A rate, as a percentage of sales, lower contributions to multi-employer pension plans, decreased incentive plan costs and ~~broad based~~broad-based improvement from cost savings initiatives that drive administrative efficiencies, store productivity and sourcing cost reductions, partially offset by ~~the effect of sales deleverage due to cycling COVID-19 trends which increases~~investments in our ~~OG&A rate, as a percentage of sales.~~associates.

Rent Expense

Rent expense ~~remained consistent,~~decreased in total and as a percentage of sales infor the first quarter of ~~2021,~~2022, compared to the first quarter of ~~2020.~~2021. The decrease was primarily due to the completion of a property transaction during the first quarter of 2021 related to 28 previously leased properties that we are now accounting for as owned locations and therefore recognizing depreciation and amortization expense over their useful life.

Depreciation and Amortization Expense

Depreciation and amortization expense ~~increased,~~decreased, as a percentage of sales, in the first quarter of ~~2021,~~2022, compared to the first quarter of ~~2020. This increase resulted~~2021, which was primarily ~~from the effect of supermarket sales deleverage, excluding fuel,~~ due to ~~cycling COVID-19 trends which increases our depreciation~~sales leverage across fuel and ~~amortization expense, as a percentage of sales, partially offset by increased fuel sales, which decreases our depreciation expense, as a percentage of sales.~~supermarkets.

Operating Profit and FIFO Operating Profit

Operating profit was ~~$805 million,~~$1.5 billion, or ~~1.95%~~3.4% of sales, for the first quarter of ~~2021,~~2022, compared to ~~$1.3 billion,~~$805 million, or ~~3.19%~~1.9% of sales, for the first quarter of ~~2020.~~2021. Operating profit, as a percentage of sales, ~~decreased 124~~increased 142 basis points in the first quarter of ~~2021,~~2022, compared to the first quarter of ~~2020,~~2021, due to ~~reduced sales to retail customers without fuel, a lower gross margin rate, increased depreciation and amortization expense, as a percentage of sales, and decreased fuel earnings, partially offset by~~ decreased OG&A expense, as a percentage of ~~sales.~~sales, partially offset by an increased LIFO charge and a lower FIFO gross margin rate. Fuel earnings also contributed to our operating profit growth for the first quarter of 2022, compared to the first quarter of 2021.

FIFO operating profit was ~~$842 million,~~$1.6 billion, or ~~2.04%~~3.6% of sales, for the first quarter of ~~2021,~~2022, compared to ~~$1.4 billion,~~$842 million, or ~~3.27%~~2.0% of sales, for the first quarter of ~~2020.~~2021. FIFO operating profit, as a percentage of sales, excluding the ~~2021~~2022 and ~~2020~~2021 Adjusted Items, ~~decreased 17~~increased 26 basis points in the first quarter of ~~2021,~~2022, compared to the first quarter of ~~2020,~~2021, due to ~~reduced sales to retail customers without fuel, a lower gross margin rate, increased depreciation and amortization expense, as a percentage of sales, and decreased fuel earnings, partially offset by~~ decreased OG&A expense, as a percentage of ~~sales.~~sales, partially offset by a lower FIFO gross margin rate. Fuel earnings also contributed to our FIFO operating profit ~~excluding fuel and the 2021 and 2020 Adjusted Items, increased in~~growth for the first quarter of ~~2021,~~2022, compared to the first quarter of ~~2020.~~2021.

Specific factors contributing to the ~~operating~~ trends ~~for~~driving operating profit and FIFO operating profit identified 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 2022 and 2021 ~~and 2020~~ Adjusted ~~Items.~~Items:

Operating Profit excluding the Adjusted Items

($ in millions)


	First Quarter Ended				First Quarter Ended
	May 22,		May 23,		May 21,		May 22,
	2021		2020		2022		2021
Operating profit	$	805	$	1,326	$	1,505	$	805
LIFO charge		37		31		93		37

FIFO Operating profit		842		1,357		1,598		842

Adjustment for pension plan withdrawal liabilities		449		—		—		449
Adjustment for Home Chef contingent consideration		43		60		7		43
Adjustment for transformation costs⁽¹⁾		44		38		—		44
Other		(3)		(2)		(4)		(3)

2021 and 2020 Adjusted items		533		96
2022 and 2021 Adjusted items						3		533

Adjusted FIFO operating profit excluding the adjusted items above	$	1,375	$	1,453	$	1,601	$	1,375

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

Income Taxes

The effective income tax rate was ~~20.2% in~~18.0% for the first quarter of ~~2021~~2022 and ~~23.5% in~~20.2% for the first quarter of ~~2020.~~2021. The effective income tax rate for the first quarter of 2022 and 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 quarter of ~~2021,~~2022, compared to the first quarter of ~~2020,~~2021, primarily due to ~~lower pre-tax income~~an increase 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~~from share-based payments in 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.~~2022.

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~~of $0.90 per diluted share for the first quarter of 2022 represented an increase of 400% compared to net earnings of $0.18 per diluted share for the first quarter of ~~2021 compared to~~2021. Adjusted net earnings of ~~$1.52~~$1.45 per diluted share for the first quarter of ~~2020. Adjusted~~2022 represented an increase of 21.8% compared to adjusted net earnings of $1.19 per diluted share for the first quarter of ~~2021 represented a decrease of 2.5% compared to adjusted net earnings of $1.22 per diluted share for the first quarter of 2020.~~2021. The ~~decrease~~increase in adjusted net earnings per diluted share resulted primarily from ~~decreased~~increased FIFO operating profit, ~~without~~excluding fuel, ~~and decreased~~increased fuel earnings, ~~partially offset by~~lower income tax expense and lower weighted average common shares outstanding due to common share repurchases, ~~and lower income tax expense. Adjusted net earnings, excluding fuel, increased in the first quarter of 2021, compared to the first quarter of 2020.~~partially offset by a higher LIFO charge.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Information

The following table summarizes our net (decrease) increase in cash and temporary cash investments for the first quarters of 2022 and 2021:


	First Quarter Ended
	May 21,		May 22,
	2022		2021
Net cash provided by (used in)
Operating activities	$	1,102	$	2,256
Investing activities		(723)		(853)
Financing activities		(818)		(781)
Net (decrease) increase in cash and temporary cash investments	$	(439)	$	622

Net cash provided by operating activities

We generated ~~$2.3~~$1.1 billion of cash from operations in the first quarter of ~~2021~~2022 compared to ~~$4.2~~$2.3 billion in the first quarter of ~~2020.~~2021. Net earnings including noncontrolling interests, adjusted for non-cash items, ~~and other impacts,~~ generated approximately ~~$1.9~~$2.4 billion of operating cash flow in the first quarter of ~~2021~~2022 compared to ~~$2.1~~$1.9 billion in the first quarter of ~~2020.~~2021. Cash provided (used) by operating activities for changes in operating assets and liabilities, including working capital, was ($1.3) billion in the first quarter of 2022 compared to $396 million in the first quarter of ~~2021 compared to $2.2 billion in the first quarter of 2020.~~2021. The decrease in cash provided by operating activities for changes in operating assets and liabilities, including working capital, was primarily due to the following:

●

An increase in FIFO inventory at the end of the 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;~~

●

~~Cash flows for trade accounts payable were more favorable in the first quarter of 2020,~~2022, compared to the first quarter of 2021, primarily due to ~~increased trade accounts payable at the end~~rising costs resulting from continued inflationary cost pressures and a reduction of ~~the first quarter of 2020, primarily related to inventory purchases to meet elevated demand during the pandemic;~~supply chain constraints;

●

A decrease in prepaid and other current assets at the end of the first quarter of 2021, compared to fiscal year end 2020, primarily due to the transfer of prepaid escrow funds in the first quarter of 2021 to fulfil obligations related to the restructuring of multi-employer pension plans;

●

A decrease in cash provided by operating activities for changes in accrued expenses in the first quarter of 2022, compared to the first quarter of 2021, primarily due to the following:

An increase in accrued payroll at fiscal year end 2021, compared to fiscal year end 2020, primarily due to timing of payments;

A decrease in accrued expenses at the end of the first quarter of 2022, compared to fiscal year end 2021, primarily due to an increase in our incentive plan payout in the first quarter of 2022, compared to the first quarter of 2021;

Partially offset by a decrease in accrued expenses at the end of the first quarter of 2021, compared to fiscal year end 2020, primarily due to ~~the following:~~

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

Aa decrease in the current portion of our commitments due to the National Fund as a result of a contractual ~~payment;~~payment in the first quarter of 2021; and

●

~~Cash flows from income taxes were favorable~~An increase in long-term liabilities at the ~~first quarter~~end of ~~2020 compared to~~ the first quarter of 2021, ~~primarily due~~compared to ~~the deferral of our first quarter~~fiscal year end 2020, ~~federal estimated tax payment under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) which was enacted in the first quarter of 2020;~~

●

~~Partially offset by a decrease in prepaid and other current assets due to the transfer of prepaid escrow funds to fulfil obligations~~primarily related to the restructuring of multi-employer pension plans.

~~Cash paid for taxes increased in the first quarter of 2021, compared to the first quarter of 2020, primarily due to reduced payments during the first quarter of 2020 resulting from the CARES Act.~~

Net cash used by investing activities

Investing activities used cash of $723 million in the first quarter of 2022 compared to $853 million in the first quarter of ~~2021 compared to $689 million in the first quarter of 2020.~~2021. The amount of cash used by investing activities ~~increased~~decreased in the first quarter of ~~2021,~~2022, compared to the first quarter of ~~2020,~~2021, primarily due to decreased payments for property and equipment ~~being lower~~ in the first quarter of ~~2020~~2022 due to ~~disruptions from the pandemic in the prior year.~~timing of payments.

Net cash used by financing activities

We used ~~$781~~$818 million of cash for financing activities in the first quarter of ~~2021~~2022 compared to ~~$1.2 billion~~$781 million in the first quarter of ~~2020.~~2021. The amount of cash used for financing activities ~~decreased~~increased in the first quarter of ~~2021~~2022 compared to the first quarter of ~~2020,~~2021, primarily due to the following:

●

Decreased ~~net payments on commercial paper;~~proceeds from a financing arrangement in the first quarter of 2021; and

●

Increased ~~proceeds from financing arrangement;~~treasury stock purchases;

●

Partially offset by decreased ~~proceeds from issuance of long-term debt; and~~

●

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

Capital Investments

Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled $971 million for the first quarter of 2022 compared to $666 million for the first quarter of 2021. During the rolling four quarter period ended with the first quarter of 2022, we opened, expanded, relocated or acquired 7 supermarkets and also completed 86 major within-the-wall remodels. A major remodel is one that exceeds a cost of $20 per square foot. Total supermarket square footage at the end of the first quarter of 2022 remained consistent with the end of the first quarter of 2021. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the first quarter of 2022 increased 0.2% over the end of the first quarter of 2021.

Debt Management

As of May ~~22, 2021,~~21, 2022, we maintained a $2.75 billion (with the ability to increase by $1$1.25 billion), unsecured revolving credit facility that, unless extended, terminates on ~~August 29, 2022.~~July 6, 2026. Outstanding borrowings under the credit facility, commercial paper borrowings, and some outstanding letters of credit reduce funds available under the credit facility. As of May ~~22, 2021,~~21, 2022, 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 May ~~22, 2021.~~21, 2022.

Our bank credit facility and the indentures underlying our publicly issued debt contain ~~various~~a financial ~~covenants.~~covenant. As of May ~~22, 2021,~~21, 2022, we were in compliance with the financial ~~covenants.~~covenant. Furthermore, management believes it is not reasonably likely that we will fail to comply with ~~these~~the financial ~~covenants~~covenant in the foreseeable future.

Total debt, including both the current and long-term portions of obligations under finance leases, increased ~~$711~~$275 million as of May ~~22, 2021~~21, 2022, compared to our fiscal year end ~~2020~~2021 debt of $13.4 billion. This 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 increase in obligations under finance leases of ~~$397~~$290 million ~~which was partially offset by the payment of $300 million of senior notes bearing an interest rate of 2.60%.~~primarily related to our two additional Kroger Delivery customer fulfillment center openings.

Common Share Repurchase ~~Program~~Programs

During the first quarter of ~~2021,~~2022, we invested ~~$402~~$665 million to repurchase ~~11.4~~12.8 million Kroger common shares at an average price of ~~$35.19~~$52.04 per share. The shares repurchased in the first quarter of ~~2021~~2022 were reacquired under the following share repurchase programs:

●

On ~~September 11, 2020,~~December 30, 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~~“December 2021 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 May ~~22, 2021,~~21, 2022, there was ~~$61~~$301 million remaining under the ~~September 2020~~December 2021 Repurchase Program. 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”).

Liquidity Needs

~~Based~~We held cash and temporary cash investments of $1.4 billion, as of May 21, 2022, which reflects our elevated operating performance and significant improvements in working capital over the last two years. We actively manage our cash and temporary cash investments in order to internally fund operating activities, support and invest in our core businesses, make scheduled interest and principal payments on our borrowings and return cash to shareholders through cash dividend payments and share repurchases. Our current ~~operating trends,~~levels of cash, borrowing capacity and balance sheet leverage provide us with the operational flexibility to adjust to changes in economic and market conditions. We remain committed to our dividend and share repurchase programs and we ~~believe that~~will evaluate the optimal use of any excess free cash flow, consistent with our capital allocation strategy.

We expect to meet our short-term and long-term liquidity needs with cash and temporary cash investments on hand as of May 21, 2022, cash flows from our 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~~facility. Our short-term and ~~for the foreseeable future beyond the next twelve months. Our~~long-term liquidity needs include anticipated requirements for working capital ~~capital investments,~~to maintain our operations, pension plan commitments, interest payments and scheduled principal payments of debt and commercial paper, ~~offset by cash~~servicing our lease obligations, self-insurance liabilities, capital investments, payments deferred under the CARES Act and ~~temporary cash investments on hand at~~other purchase obligations. We may also require additional capital in the ~~end of the first quarter of 2021. We~~future to fund organic growth opportunities, additional customer fulfilment centers, joint ventures or other business partnerships, property development or acquisitions, dividends and share repurchases. In addition, 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, $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 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 $2.3 billion as of the end of the first quarter of 2021, which reflects an increase compared to our fiscal year end 2020 balance of $1.7 billion, due to our strong operating performance in the first quarter of 2021. We remain committed to our dividend and share repurchase program and we will 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 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 2020, we deferred the employer portion of social security tax of $622 million. Of the total, $311 million is included in “Other current liabilities” and $311 million is included in “Other long-term liabilities” in our Consolidated Balance Sheets.

For additional information about our debt activity in the first quarter of ~~2021,~~2022, see Note 2 to the Consolidated Financial Statements.

~~CAPITAL INVESTMENTS~~24

Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled $666 million for the first quarter of 2021 compared to $755 million for the first quarter of 2020. During the rolling four quarter period ended with the first quarter of 2021, we opened, expanded, relocated or acquired 16 supermarkets and also completed 74 major within-the-wall remodels. Total supermarket square footage at the end of the first quarter of 2021 remained consistent with the end of the first quarter of 2020. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the first quarter of 2021 increased 0.4% over the end of the first quarter of 2020.

CRITICAL ACCOUNTING ~~POLICIES~~ESTIMATES

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 Note 1 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January ~~30, 2021.~~29, 2022.

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~~ There has been no material change to ~~Note 6 to~~our critical accounting estimates since the ~~Consolidated Financial Statements for recently issued accounting standards not yet adopted as~~filing of ~~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 metricsAnnual Report on Form 10-K 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.fiscal year ended January 29, 2022.

~~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
%

~~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 January ~~30, 2021.~~29, 2022.

Item 4. Controls and Procedures.

The Chief Executive Officer and the Chief Financial Officer, together with a disclosure review committee appointed by the Chief Executive Officer, evaluated Kroger’s disclosure controls and procedures as of the quarter ended May ~~22, 2021,~~21, 2022, 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~~The Company is in the ~~midst~~process of implementing 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~~There have been no material additional implementations of ~~new accounting ERP~~ modules ~~for general ledger, accounts receivable, accounts payable, fixed assets and a new indirect procurement module were implemented at~~during the ~~beginning of~~quarter ended May 21, 2022. As the ~~first quarter of 2021. Additional phases will continue~~Company’s technology transformation project continues, the Company continues to ~~be implemented over the next several years. Emphasis has been on~~emphasize 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.~~phase and will evaluate as additional phases are deployed.

~~With the exception of the implementation of the accounting and indirect procurement ERP modules described above, there~~There were no changes in Kroger’s internal control over financial reporting that materially affected, or iswere reasonably likely to materially affect, Kroger’s internal control over financial reporting during the quarter ended May ~~22, 2021. The Company will continue to evaluate as additional phases are deployed.~~21, 2022.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Incorporated by reference herein is information regarding certain legal proceedings in which we are involved as set forth under “Litigation” contained in Note 76 – “Commitments and Contingencies” in the ~~notes~~Notes to the Consolidated Financial Statements in Item 1 of Part I of this quarterly report on Form 10-Q.

2925

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
January 31, 2021 to February 27, 2021	4,201,398	$	33.61	4,201,185	$	286
January 30, 2022 to February 26, 2022							4,270,056	$	44.92	4,269,710	$	631
Second four weeks
February 28, 2021 to March 27, 2021	3,063,711	$	34.21	2,552,831	$	209
February 27, 2022 to March 26, 2022							4,993,730	$	54.27	3,838,518	$	520
Third four weeks
March 28, 2021 to April 24, 2021	2,088,254	$	37.36	2,088,254	$	151
March 27, 2022 to April 23, 2022							3,029,894	$	58.19	3,029,860	$	386
Fourth four weeks
April 25, 2021 to May 22, 2021	2,586,378	$	37.17	2,586,326	$	61
April 24, 2022 to May 21, 2022							1,655,947	$	55.61	1,655,947	$	301
Total	11,939,741	$	35.19	11,428,596	$	61	13,949,627	$	52.42	12,794,035	$	301

(1)	The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The first quarter of ~~2021~~2022 contained four 28-day periods.

(2)

Includes (i) shares repurchased under the ~~September 2020~~December 2021 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) ~~511,145~~1,155,592 shares that were surrendered to the Company by participants under our ~~long term~~long-term incentive plans to pay for taxes on restricted stock awards.

(3)	Represents shares repurchased under the ~~September 2020~~December 2021 Repurchase Program and the 1999 Repurchase Program.

(4)

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,December 30, 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~~“December 2021 Repurchase Program”). The amounts shown in this column reflect the amount remaining under the December 2021 Repurchase Program as of the specified period end dates. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The December 2021 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.

3026

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

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

EXHIBIT ~~32.1~~32.1*	-	Section 1350 Certifications.

EXHIBIT ~~101.INS~~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~~101.SCH*	-	XBRL Taxonomy Extension Schema Document.

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

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

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

EXHIBIT ~~101.PRE~~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.

*Filed herewith

3127

SIGNATURES

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


	THE KROGER CO.

Dated: June ~~25, 2021~~24, 2022	By:	/s/ W. Rodney McMullen
		W. Rodney McMullen
		Chairman of the Board and Chief Executive Officer

Dated: June ~~25, 2021~~24, 2022	By:	/s/ Gary Millerchip
		Gary Millerchip
		Senior Vice President and Chief Financial Officer

3228


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


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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


	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	%