KR 10-Q Quarterly Report Aug. 15, 2020

KROGER CO

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended August 15, 2020

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

For the transition period from to

Commission file number 1-303

The Kroger Co.

(Exact name of registrant as specified in its charter)


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

1014 Vine Street, Cincinnati, Ohio 45202

(Address of principal executive offices)

(Zip Code)

(513) 762-4000

(Registrant’s telephone number, including area code)

Unchanged

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

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


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

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

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

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


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

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

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

There were 774,324,818 shares of Common Stock ($1 par value) outstanding as of September 15, 2020.

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

THE KROGER CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Second Quarter Ended				Two Quarters Ended
	August 15,		August 17,		August 15,		August 17,
(In millions, except per share amounts)	2020		2019		2020		2019
Sales	$	30,489	$	28,168	$	72,038	$	65,419

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

Operating profit		820		559		2,146		1,460

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

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

Income tax expense		241		93		614		319

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

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

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

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

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

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

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

THE KROGER CO.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	Second Quarter Ended				Two Quarters Ended
	August 15,		August 17,		August 15,		August 17,
(In millions)	2020		2019		2020		2019
Net earnings including noncontrolling interests	$	820	$	287	$	2,032	$	1,050

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

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

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

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

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

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

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

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

THE KROGER CO.

CONSOLIDATED BALANCE SHEETS

(unaudited)


	August 15,		February 1,
(In millions, except par amounts)	2020		2020
ASSETS
Current assets
Cash and temporary cash investments	$	2,820	$	399
Store deposits in-transit		1,058		1,179
Receivables		1,526		1,706
FIFO inventory		7,778		8,464
LIFO reserve		(1,434)		(1,380)
Prepaid and other current assets		538		522
Total current assets		12,286		10,890

Property, plant and equipment, net		21,881		21,871
Operating lease assets		6,822		6,814
Intangibles, net		1,029		1,066
Goodwill		3,076		3,076
Other assets		2,449		1,539

Total Assets	$	47,543	$	45,256

LIABILITIES
Current liabilities
Current portion of long-term debt including obligations under finance leases	$	1,096	$	1,965
Current portion of operating lease liabilities		666		597
Trade accounts payable		6,871		6,349
Accrued salaries and wages		1,267		1,168
Other current liabilities		4,678		4,164
Total current liabilities		14,578		14,243

Long-term debt including obligations under finance leases		12,386		12,111
Noncurrent operating lease liabilities		6,478		6,505
Deferred income taxes		1,634		1,466
Pension and postretirement benefit obligations		578		608
Other long-term liabilities		2,096		1,750

Total Liabilities		37,750		36,683

Commitments and contingencies see Note 7

SHAREHOLDERS’ EQUITY

Preferred shares, $100 par per share, 5 shares authorized and unissued		—		—
Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2020 and 2019		1,918		1,918
Additional paid-in capital		3,379		3,337
Accumulated other comprehensive loss		(651)		(640)
Accumulated earnings		22,744		20,978
Common shares in treasury, at cost, 1,143 shares in 2020 and 1,130 shares in 2019		(17,570)		(16,991)

Total Shareholders’ Equity - The Kroger Co.		9,820		8,602
Noncontrolling interests		(27)		(29)

Total Equity		9,793		8,573

Total Liabilities and Equity	$	47,543	$	45,256

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

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Two Quarters Ended
	August 15,		August 17,
(In millions)	2020		2019
Cash Flows from Operating Activities:
Net earnings including noncontrolling interests	$	2,032	$	1,050
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization		1,442		1,370
Operating lease asset amortization		336		346
LIFO charge		54		46
Stock-based employee compensation		107		89
Company-sponsored pension plan costs		(9)		22
Deferred income taxes		176		(49)
Gain on sale of businesses		—		(176)
Gain on the sale of assets		(7)		(157)
Gain on investments		(790)		(61)
Other		121		(23)
Changes in operating assets and liabilities net of effects from mergers and disposals of businesses:
Store deposits in-transit		121		198
Receivables		117		44
Inventories		685		274
Prepaid and other current assets		(16)		68
Trade accounts payable		522		209
Accrued expenses		335		104
Income taxes receivable and payable		195		(34)
Operating lease liabilities		(302)		(313)
Proceeds from contract associated with sale of business		—		295
Other		286		(25)

Net cash provided by operating activities		5,405		3,277

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

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

Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		504		53
Payments on long-term debt including obligations under finance leases		(28)		(1,025)
Net payments on commercial paper		(1,150)		(800)
Dividends paid		(254)		(226)
Proceeds from issuance of capital stock		87		18
Treasury stock purchases		(669)		(23)
Other		(126)		(35)

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

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

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

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

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

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

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS’ EQUITY

(unaudited)


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

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

Balances at August 17, 2019	1,918	$	1,918	$	3,270	1,116	$	(16,587)	$	(537)	$	20,647	$	(58)	$	8,653
Issuance of common stock:
Stock options exercised	—		—		—	—		14		—		—		—		14
Restricted stock issued	—		—		(3)	(1)		1		—		—		—		(2)
Treasury stock activity:
Stock options exchanged	—		—		—	1		(11)		—		—		—		(11)
Share-based employee compensation	—		—		28	—		—		—		—		—		28
Other comprehensive income net of income tax of $14	—		—		—	—		—		42		—		—		42
Other	—		—		1	—		(2)		—		—		(9)		(10)
Cash dividends declared ($0.16 per common share)	—		—		—	—		—		—		(129)		—		(129)
Net earnings including noncontrolling interests	—		—		—	—		—		—		263		(120)		143

Balances at November 9, 2019	1,918	$	1,918	$	3,296	1,116	$	(16,585)	$	(495)	$	20,781	$	(187)	$	8,728
Issuance of common stock:
Stock options exercised	—		—		—	(1)		23		—		—		—		23
Restricted stock issued	—		—		(2)	—		2		—		—		—		—
Treasury stock activity:
Treasury stock purchases, at cost	—		—		—	14		(400)		—		—		—		(400)
Stock options exchanged	—		—		—	1		(31)		—		—		—		(31)
Share-based employee compensation	—		—		38	—		—		—		—		—		38
Other comprehensive income net of income tax of ($42)	—		—		—	—		—		(145)		—		—		(145)
Other	—		—		5	—		—		—		—		(2)		3
Deconsolidation of Lucky's Market	—		—		—	—		—		—		—		168		168
Cash dividends declared ($0.16 per common share)	—		—		—	—		—		—		(130)		—		(130)
Net earnings including noncontrolling interests	—		—		—	—		—		—		327		(8)		319

Balances at February 1, 2020	1,918	$	1,918	$	3,337	1,130	$	(16,991)	$	(640)	$	20,978	$	(29)	$	8,573

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

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS’ EQUITY

(unaudited)


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

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

Balances at August 15, 2020	1,918	$	1,918	$	3,379	1,143	$	(17,570)	$	(651)	$	22,744	$	(27)	$	9,793

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

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

1.	ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying financial statements include the consolidated accounts of The Kroger Co., its wholly-owned subsidiaries and other consolidated entities. The February 1, 2020 balance sheet was derived from audited financial statements and, due to its summary nature, does not include all disclosures required by generally accepted accounting principles (“GAAP”). Significant intercompany transactions and balances have been eliminated. References to the “Company” in these Consolidated Financial Statements mean the consolidated company.

In the opinion of management, the accompanying unaudited Consolidated Financial Statements include adjustments, all of which are of a normal, recurring nature that are necessary for a fair statement of results of operations for such periods but should not be considered as indicative of results for a full year. The financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant to SEC regulations. Accordingly, the accompanying Consolidated Financial Statements should be read in conjunction with the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020.

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

Fair Value Measurements

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

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

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

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

The Company records cash and temporary cash investments, store deposits in-transit, receivables, prepaid and other current assets, trade accounts payable, accrued salaries and wages and other current liabilities at approximated fair value. Certain other investments and derivatives are recorded as Level 1, 2 or 3 instruments. The equity investment in Ocado is measured at fair value through net earnings. The fair value of all shares owned, which is measured using Level 1 inputs, was $1,493 and $776 as of August 15, 2020 and February 1, 2020, respectively, and is included in “Other assets” in the Company’s Consolidated Balance Sheets. The Company held other equity investments without a readily determinable fair value. These investments are measured initially at cost and remeasured for observable price changes to fair value through net earnings. The value of these investments, which were measured using Level 3 inputs, was $114 and $41 at August 15, 2020 and February 1, 2020, respectively, and is included in “Other assets” in the Company’s Consolidated Balance Sheets. Refer to Note 2 for the disclosure of debt instrument fair values.

2.	DEBT OBLIGATIONS

Long-term debt consists of:


	August 15,		February 1,
	2020		2020
2.20% to 8.00% Senior Notes due through 2049	$	12,099	$	11,598
1.77% Commercial paper borrowings		—		1,150
Other		511		508

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

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

The fair value of the Company’s long-term debt, including current maturities, was estimated based on the quoted market prices for the same or similar issues adjusted for illiquidity based on available market evidence. If quoted market prices were not available, the fair value was based upon the net present value of the future cash flow using the forward interest rate yield curve in effect at August 15, 2020 and February 1, 2020. At August 15, 2020, the fair value of total debt was $14,426 compared to a carrying value of $12,610. At February 1, 2020, the fair value of total debt was $14,649 compared to a carrying value of $13,256.

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

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

Additionally, in the first quarter of 2020, the Company issued $500 of senior notes due in fiscal year 2030 bearing an interest rate of 2.20%. The net proceeds of the issuance were used for general corporate purposes.

3.	BENEFIT PLANS

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


	Second Quarter Ended
	Pension Benefits				Other Benefits
	August 15,		August 17,		August 15,		August 17,
	2020		2019		2020		2019
Components of net periodic benefit cost:
Service cost	$	3	$	7	$	1	$	2
Interest cost		26		32		1		2
Expected return on plan assets		(39)		(41)		—		—
Amortization of:
Prior service cost		—		—		(2)		(2)
Actuarial loss (gain)		8		15		(2)		(2)

Net periodic benefit cost	$	(2)	$	13	$	(2)	$	—


	Two Quarters Ended
	Pension Benefits				Other Benefits
	August 15,		August 17,		August 15,		August 17,
	2020		2019		2020		2019
Components of net periodic benefit cost:
Service cost	$	7	$	17	$	3	$	4
Interest cost		60		73		3		4
Expected return on plan assets		(91)		(97)		—		—
Amortization of:
Prior service cost		—		—		(6)		(5)
Actuarial loss (gain)		19		31		(4)		(5)

Net periodic benefit cost	$	(5)	$	24	$	(4)	$	(2)

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

The Company contributed $161 and $149 to employee 401(k) retirement savings accounts in the first two quarters of 2020 and 2019, respectively.

The Company also contributes to various multi-employer pension plans based on obligations arising from most of its collective bargaining agreements. These plans provide retirement benefits to participants based on their service to contributing employers. The Company recognizes expense in connection with these plans as contributions are funded. In addition to the recurring multi-employer pension contributions the Company makes in the normal course of business, in the first quarter of 2020, the Company contributed an incremental $236, $180 net of tax, to multi-employer pension plans, helping stabilize future associate benefits.

During the second quarter of 2020, the Company reached a tentative agreement with certain UFCW local unions to withdraw from the UFCW International Union-Industry Pension Fund (“National Fund”). The agreement is expected to be approved in the third quarter of 2020. Upon ratification, the Company expects to incur a withdrawal liability charge of $962, on a pre-tax basis, to fulfill obligations for past service for associates and retirees in the National Fund. The Company also expects to make a $27 contribution to a transition reserve in the new variable annuity pension plan. On an after-tax basis, the withdrawal liability and contribution to the transition reserve total approximately $760. This withdrawal liability would be satisfied by installment payments to the National Fund over the next three years.

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

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

4.	EARNINGS PER COMMON SHARE

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


	Second Quarter Ended					Second Quarter Ended
	August 15, 2020					August 17, 2019
				Per					Per
	Earnings		Shares	Share		Earnings		Shares	Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Net earnings attributable to The Kroger Co. per basic common share	$	809	777	$	1.04	$	294	800	$	0.37
Dilutive effect of stock options			9					5

Net earnings attributable to The Kroger Co. per diluted common share	$	809	786	$	1.03	$	294	805	$	0.37


	Two Quarters Ended					Two Quarters Ended
	August 15, 2020					August 17, 2019
				Per					Per
	Earnings		Shares	Share		Earnings		Shares	Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Net earnings attributable to The Kroger Co. per basic common share	$	2,006	779	$	2.58	$	1,057	799	$	1.32
Dilutive effect of stock options			8					6

Net earnings attributable to The Kroger Co. per diluted common share	$	2,006	787	$	2.55	$	1,057	805	$	1.31

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

The Company had options outstanding for approximately 9 million and 27 million shares during the second quarter of 2020 and 2019, respectively, that were excluded from the computations of net earnings per diluted common share because their inclusion would have had an anti-dilutive effect on net earnings per share. The Company had options outstanding for approximately 10 million and 24 million shares during the first two quarters of 2020 and 2019, respectively, that were excluded from the computations of net earnings per diluted common share because their inclusion would have had an anti-dilutive effect on net earnings per share.

5.	RECENTLY ADOPTED ACCOUNTING STANDARDS

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

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.

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

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

8.	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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


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

Balance at February 1, 2020	$	(42)	$	(598)	$	(640)
OCI before reclassifications⁽³⁾		(19)		—		(19)
Amounts reclassified out of AOCI⁽⁴⁾		2		6		8
Net current-period OCI		(17)		6		(11)
Balance at August 15, 2020	$	(59)	$	(592)	$	(651)

(1)	All amounts are net of tax.

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

(3)	Net of tax of ($26) for cash flow hedging activities for the first two quarters of 2019. Net of tax of ($10) for cash flow hedging activities for the first two quarters of 2020.

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

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


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

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

(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.	INCOME TAXES

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

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

10.

SUBSEQUENT EVENT

On September 11, 2020, the Company’s Board of Directors approved a $1,000 share repurchase program that replaced the prior November 2019 share repurchase program.

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

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

USE OF NON-GAAP FINANCIAL MEASURES

The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with generally accepted accounting principles (“GAAP”). We provide non-GAAP measures, including First-In, First-Out (“FIFO”) gross margin, FIFO operating profit, adjusted net earnings and adjusted net earnings per diluted share 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 as management believes FIFO gross margin is a useful metric to investors and analysts because it measures our day-to-day merchandising and operational effectiveness.

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

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

●

Charges to operating, general and administrative expenses (“OG&A”) of $85 million, $63 million net of tax, for the revaluation of Home Chef contingent consideration and $67 million, $49 million net of tax, for transformation costs (the “2020 OG&A Adjusted Items”).

●

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

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

●

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

●

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

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

●

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

●

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

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

●

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

●

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

Please refer to the “Net Earnings per Diluted Share excluding the Adjusted Items” table 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,” “believe,” “committed,” “continue,” “could,” “estimate,” “expect,” “future,” “guidance,” “maintain,” “may,” “positioned,” “strategy,” “trend,” “will,” and “would,” and similar words or phrases. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially. These include the specific risk factors identified in “Risk Factors” and “Outlook” in our Annual Report on Form 10-K for our last fiscal year and any subsequent filings, as well as those identified in this Form 10-Q.

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

●

The extent to which our sources of liquidity are sufficient to meet our requirements may be affected by the state of the financial markets and the effect that such condition has on our ability to issue commercial paper at acceptable rates. Our ability to borrow under our committed lines of credit, including our bank credit facilities, could be impaired if one or more of our lenders under those lines is unwilling or unable to honor its contractual obligation to lend to us, or in the event that global pandemics, including the novel coronavirus, 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 related factors, risks and challenges, including among others, the length of time that the pandemic continues, the temporary inability of customers to shop due to illness, quarantine, or other travel restrictions or financial hardship, shifts in demand away from discretionary or higher priced products to lower priced products, or stockpiling or similar pantry-filling activities, product shortages due to potential constraints in plants and distribution facilities, reduced workforces which may be caused by, but not limited to, the temporary inability of the workforce to work due to illness, quarantine, or government mandates, temporary store closures due to reduced workforces or government mandates, or the availability and efficacy of a vaccine; labor negotiations or disputes; changes in the types and numbers of businesses that compete with us; pricing and promotional activities of existing and new competitors, including non-traditional competitors, and the aggressiveness of that competition; our response to these actions; the state of the economy, including interest rates, the inflationary and deflationary trends in certain commodities, changes in tariffs, and the unemployment rate; the effect that fuel costs have on consumer spending; volatility of fuel margins; changes in government-funded benefit programs and the extent and effectiveness of any COVID-19 stimulus packages; manufacturing commodity costs; diesel fuel costs related to our logistics operations; trends in consumer spending; the extent to which our customers exercise caution in their purchasing in response to economic conditions; the uncertainty of economic growth or recession; changes in inflation or deflation in product and operating costs; stock repurchases; our ability to retain pharmacy sales from third party payors; consolidation in the healthcare industry, including pharmacy benefit managers; our ability to negotiate modifications to multi-employer pension plans; natural disasters or adverse weather conditions; the effect of public health crises or other significant catastrophic events, including the coronavirus; the potential costs and risks associated with potential cyber-attacks or data security breaches; the success of our future growth plans; the ability to execute on Restock Kroger; and the successful integration of merged companies and new partnerships.

●

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

●

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

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

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

We delivered strong results in the second quarter and first two quarters of 2020. The COVID-19 pandemic has changed the landscape for food retail and our top priority is to provide a safe environment for associates and customers, as evidenced by our investment of more than $1 billion during the first two quarters of 2020 to reward associates and safeguard associates, customers and communities. We believe our customers are rewarding us for these priorities and the strategic choices we have made. We are growing market share and expect to deliver consistently attractive total shareholder returns for the long term. Our results continue to show that Kroger is a trusted brand and our customers choose to shop with us because they value the product quality and freshness, convenience, and digital offerings that we provide, even more during these unprecedented times. The strategic choices and investments made through Restock Kroger to execute against our competitive moats - Fresh, Our Brands, Personalization and Seamless - have positioned Kroger to meet the moment now and beyond 2020. Our data insights show customers are rediscovering their passion for cooking at home and have an aspiration to eat more healthily. We believe some of the changes in food at home consumption triggered by COVID-19 are likely to be structural and lasting. These factors led us to update our guidance for the rest of 2020 and lead us to believe our 2021 business results will be higher than we would have expected prior to the COVID-19 pandemic.

Our financial model is driven by our retail supermarket, fuel, and health and wellness businesses, in addition to our growing alternative profit businesses. Our financial strategy is to continue to use the strong free cash flow generated by the business and deploy it in the business in a disciplined way to drive long-term sustainable growth through the identification of high-return projects that support our strategy. We will allocate capital toward driving profitable sales growth in stores and digital, improve productivity, and build a seamless digital ecosystem and supply chain. 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. We also expect to continue to grow our dividend over time, reflecting the confidence we have in our free cash flow, and expect to continue to return excess cash to investors via share repurchases. Our financial model has proven to be resilient throughout the economic cycle. We expect our model to deliver improved operating results over time and continued strong free cash flow, which will translate into a consistently strong and attractive total shareholder return over the long-term of 8% to 11%.

The following table provides highlights of our financial performance:

Financial Performance Data

($ in millions, except per share amounts)


	Second Quarter Ended								Two Quarters Ended
	August 15,			Percentage		August 17,			August 15,			Percentage		August 17,
	2020			Change		2019			2020			Change		2019
Sales	$	30,489		8.2	%	$	28,168		$	72,038		10.1	%	$	65,419
Net earnings attributable to The Kroger Co.		819		175.8	%		297			2,031		90.0	%		1,069
Adjusted net earnings attributable to The Kroger Co.		581		62.7	%		357			1,553		64.7	%		943
Net earnings attributable to The Kroger Co. per diluted common share		1.03		178.4	%		0.37			2.55		94.7	%		1.31
Adjusted net earnings attributable to The Kroger Co. per diluted common share		0.73		65.9	%		0.44			1.95		68.1	%		1.16
Operating profit		820		46.7	%		559			2,146		47.0	%		1,460
Adjusted FIFO operating profit		894		42.8	%		626			2,347		48.3	%		1,583
Dividends paid		126		11.5	%		113			254		12.4	%		226
Dividends paid per common share		0.160		14.3	%		0.140			0.320		14.3	%		0.280
Identical sales excluding fuel		14.6	%	N/A			2.2	%		17.1	%	N/A			1.8	%
FIFO gross margin rate, excluding fuel, bps increase (decrease)		0.05		N/A			(0.29)			0.29		N/A			(0.36)
OG&A rate, excluding fuel and Adjusted Items, bps increase (decrease)		(0.61)		N/A			(0.14)			0.04		N/A			(0.13)
Reduction in total debt, including obligations under finance leases compared to prior fiscal year end		594		N/A			1,746			594		N/A			1,746
Share repurchases		247		N/A			8			669		N/A			23

OVERVIEW

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

Shareholder Return

●

Net earnings attributable to The Kroger Co. per diluted common share of $1.03 for the second quarter and $2.55 for the first two quarters.

●

Adjusted net earnings attributable to The Kroger Co. per diluted common share of $0.73 for the second quarter and $1.95 for the first two quarters.

●

Achieved operating profit of $820 million for the second quarter and $2.1 billion for the first two quarters.

●

Achieved adjusted FIFO operating profit of $894 million for the second quarter and $2.3 billion for the first two quarters.

●

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

●

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

●

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

●

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

Other Financial Results

●

Identical sales, excluding fuel, increased 14.6% for the second quarter and 17.1% for the first two quarters of 2020.

●

Digital revenue grew 127% in the second quarter and 107% in the first two quarters of 2020. Digital revenue primarily includes Pickup, Delivery, Ship and pharmacy e-commerce sales.

Significant Events

●

During the first two quarters of 2020, we invested more than $1 billion to support and safeguard associates, customers and communities during the COVID-19 pandemic. These investments primarily relate to items within OG&A such as associate appreciation awards, expanded sick and emergency leave pay and investments in associate and customer safety during the pandemic (collectively, the “COVID-19 Investments”). Of the total, approximately $250 million was invested during the second quarter of 2020 (the “Second Quarter COVID-19 Investments”).

●

During the first quarter of 2020, in addition to the recurring multi-employer pension contributions we make in the normal course of business, we contributed an incremental $236 million, $180 million net of tax, to multi-employer pension plans, helping stabilize future associate benefits (the “2020 Multi-Employer Pension Contribution”).

The following table provides a reconciliation of net earnings attributable to The Kroger Co. to adjusted net earnings attributable to The Kroger Co. and a reconciliation of net earnings attributable to The Kroger Co. per diluted common share to adjusted net earnings attributable to The Kroger Co. per diluted common share, excluding the 2020 and 2019 Adjusted Items.

Net Earnings per Diluted Share excluding the Adjusted Items

($ in millions, except per share amounts)


	Second Quarter Ended						Two Quarters Ended
	August 15,		August 17,		Percentage		August 15,		August 17,		Percentage
	2020		2019		Change		2020		2019		Change
Net earnings attributable to The Kroger Co.	$	819	$	297			$	2,031	$	1,069

(Income) expense adjustments
Adjustment for pension plan withdrawal liabilities⁽¹⁾⁽²⁾		—		22				—		66
Adjustment for gain on sale of Turkey Hill Dairy⁽¹⁾⁽³⁾		—		—				—		(80)
Adjustment for gain on sale of You Technology⁽¹⁾⁽⁴⁾		—		—				—		(52)
Adjustment for (gain) loss on investments⁽¹⁾⁽⁵⁾		(278)		36				(590)		(44)
Adjustment for Home Chef contingent consideration⁽¹⁾⁽⁶⁾		19		2				63		(16)
Adjustment for transformation costs⁽¹⁾⁽⁷⁾		21		—				49		—
2020 and 2019 Adjusted Items		(238)		60				(478)		(126)

Net earnings attributable to The Kroger Co. excluding the Adjusted Items	$	581	$	357	62.7	%	$	1,553	$	943	64.7	%

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

(Income) expense adjustments
Adjustment for pension plan withdrawal liabilities⁽⁸⁾		—		0.03				—		0.08
Adjustment for gain on sale of Turkey Hill Dairy⁽⁸⁾		—		—				—		(0.10)
Adjustment for gain on sale of You Technology⁽⁸⁾		—		—				—		(0.06)
Adjustment for (gain) loss on investments⁽⁸⁾		(0.35)		0.04				(0.75)		(0.05)
Adjustment for Home Chef contingent consideration⁽⁸⁾		0.02		—				0.08		(0.02)
Adjustment for transformation costs⁽⁸⁾		0.03		—				0.07		—
2020 and 2019 Adjusted Items		(0.30)		0.07				(0.60)		(0.15)

Adjusted net earnings attributable to The Kroger Co. per diluted common share	$	0.73	$	0.44	65.9	%	$	1.95	$	1.16	68.1	%

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

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

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

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

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

(7)

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

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

RESULTS OF OPERATIONS

Sales

Total Sales

($ in millions)


	Second Quarter Ended								Two Quarters Ended
	August 15,		Percentage		August 17,		Percentage		August 15,		Percentage		August 17,		Percentage
	2020		Change⁽¹⁾		2019		Change⁽²⁾		2020		Change⁽³⁾		2019		Change⁽⁴⁾
Total sales to retail customers without fuel⁽⁵⁾	$	28,034	14.0	%	$	24,598	2.4	%	$	66,651	16.5	%	$	57,191	2.2	%
Supermarket fuel sales		2,281	(33.0)	%		3,405	(9.9)	%		4,973	(36.3)	%		7,801	(6.5)	%
Other sales⁽⁶⁾		174	5.5	%		165	(24.0)	%		414	(3.0)	%		427	(9.0)	%

Total sales	$	30,489	8.2	%	$	28,168	0.5	%	$	72,038	10.1	%	$	65,419	(0.5)	%

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

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

(3)	This column represents the percentage change in the first two quarters of 2020, compared to the first two quarters of 2019.

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

(5)

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

(6)

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

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

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

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

Total supermarket fuel sales decreased 36.3% in the first two quarters of 2020, compared to the first two quarters of 2019, primarily due to a decrease in fuel gallons sold of 20.5% and a decrease in the average retail fuel price of 19.9%. The decrease in fuel gallons sold was reflective of the national trend, which decreased due to the COVID-19 pandemic. The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel.

We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations, Kroger Specialty Pharmacy businesses and ship-to-home solutions. We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. Although identical sales is a relatively standard term, numerous methods exist for calculating identical sales growth. As a result, the method used by our management to calculate identical sales may differ from methods other companies use to calculate identical sales. We urge you to understand the methods used by other companies to calculate identical sales before comparing our identical sales to those of other such companies. Our identical sales, excluding fuel, results are summarized in the following table. We used the identical sales, excluding fuel, dollar figures presented below to calculate percentage changes for the second quarter and first two quarters of 2020.

Identical Sales

($ in millions)


	Second Quarter Ended
	August 15,		Percentage		August 17,		Percentage
	2020		Change⁽¹⁾		2019		Change⁽²⁾
Excluding fuel centers	$	27,761	14.6	%	$	24,226	2.2	%

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

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


	Two Quarters Ended
	August 15,		Percentage		August 17,		Percentage
	2020		Change⁽¹⁾		2019		Change⁽²⁾
Excluding fuel centers	$	65,898	17.1	%	$	56,272	1.8	%

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

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

Gross Margin, LIFO and FIFO Gross Margin

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

Our gross margin rate, as a percentage of sales, was 22.76% for the second quarter of 2020, compared to 21.87% for the second quarter of 2019. The increase in rate in the second quarter of 2020, compared to the second quarter of 2019, resulted primarily from decreased fuel sales, which have a lower gross margin rate, an increase in our fuel gross margin, growth in our alternative profit stream portfolio, effective negotiations to achieve savings on the cost of products sold, a lower LIFO charge and decreased shrink, transportation and advertising costs, as a percentage of sales, reflecting the significant increase in sales volumes, partially offset by continued investments in lower prices for our customers and a change in our product sales mix, including lower relative sales in higher gross margin categories such as deli/bakery.

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

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

Our FIFO gross margin rate, which excludes the second quarter LIFO charge, was 22.83% for the second quarter of 2020, compared to 21.98% for the second quarter of 2019. Our fuel sales lower our FIFO gross margin rate due to the very low FIFO gross margin rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel, our FIFO gross margin rate increased 5 basis points in the second quarter of 2020, compared to the second quarter of 2019. This increase resulted primarily from growth in our alternative profit stream portfolio, effective negotiations to achieve savings on the cost of products sold and decreased shrink, transportation and advertising costs, as a percentage of sales, reflecting the significant increase in sales volumes, partially offset by continued investments in lower prices for our customers and a change in our product sales mix, including lower relative sales in higher gross margin categories such as deli/bakery.

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

Operating, General and Administrative Expenses

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

OG&A expenses, as a percentage of sales, were 17.37% for the second quarter of 2020, compared to 17.08% for the second quarter of 2019. The increase in the second quarter of 2020, compared to the second quarter of 2019 resulted primarily from the 2020 Second Quarter OG&A Adjusted Items, the Second Quarter COVID-19 Investments, growth in our digital channel as a result of heightened demand during the pandemic and the effect of decreased fuel sales, which increases our OG&A rate, as a percentage of sales, partially offset by the effect of increased sales due to the pandemic which decreases our OG&A rate, as a percentage of sales, the 2019 Second Quarter OG&A Adjusted Items and broad based improvement of Restock Kroger cost savings initiatives that drive administrative efficiencies, store productivity and sourcing cost reductions.

Our fuel sales lower our OG&A rate, as a percentage of sales, due to the very low OG&A rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel, the 2020 Second Quarter OG&A Adjusted Items and the 2019 Second Quarter OG&A Adjusted Items, our OG&A rate decreased 61 basis points in the second quarter of 2020, compared to the second quarter of 2019. This decrease resulted primarily from the effect of increased sales due to the pandemic which decreases our OG&A rate, as a percentage of sales, and broad based improvement of Restock Kroger cost savings initiatives that drive administrative efficiencies, store productivity and sourcing cost reductions, partially offset by the Second Quarter COVID-19 Investments and growth in our digital channel as a result of heightened demand during the pandemic.

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

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

Rent Expense

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

Depreciation and Amortization Expense

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

Operating Profit and FIFO Operating Profit

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

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

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

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

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

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

Operating Profit excluding the Adjusted Items

($ in millions)


	Second Quarter Ended				Two Quarters Ended
	August 15,		August 17,		August 15,		August 17,
	2020		2019		2020		2019
Operating profit	$	820	$	559	$	2,146	$	1,460
LIFO charge		23		30		54		46

FIFO Operating profit		843		589		2,200		1,506

Adjustment for pension plan withdrawal liabilities		—		27		—		86
Adjustment for Home Chef contingent consideration		25		2		85		(21)
Adjustment for transformation costs		29		—		67		—
Other		(3)		8		(5)		12

2020 and 2019 Adjusted items		51		37		147		77

Adjusted FIFO operating profit excluding the adjusted items above	$	894	$	626	$	2,347	$	1,583

Income Taxes

Net Earnings and Net Earnings Per Diluted Share

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Information

Net cash provided by operating activities

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

●

A decrease in FIFO inventory at the end of the second quarter of 2020 due to accelerated timing of inventory sell-through resulting from elevated demand for our products during the pandemic;

●

Increased trade accounts payable at the end of the second quarter of 2020, primarily related to inventory purchases to meet elevated demand during the pandemic and improved vendor terms;

●

An increase in accrued salaries and wages at the end of the second quarter of 2020, primarily related to an increase in employee headcount in response to the pandemic; and

●

Cash flows from income taxes were favorable in the first two quarters of 2020 compared to the first two quarters of 2019, primarily due to favorable changes in the timing of certain deductions including changes enacted under the CARES Act;

●

Partially offset by proceeds from a contract associated with the sale of a business that benefited the first two quarters of 2019.

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

Net cash used by investing activities

Investing activities used cash of $1.3 billion in the first two quarters of 2020 compared to $1.0 billion in the first two quarters of 2019. The amount of cash used by investing activities increased in the first two quarters of 2020 compared to the first two quarters of 2019, primarily due to the following:

●

Decreased proceeds from the sale of assets in the first two quarters of 2020 compared to the first two quarters of 2019; and

●

Proceeds from the sale of businesses that benefited the first two quarters of 2019, partially offset by

●

Reduced payments for property and equipment in the first two quarters of 2020 to ensure the focus of our teams was on addressing our most important priorities during the pandemic.

Net cash used by financing activities

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

Debt Management

As of August 15, 2020, we maintained a $2.75 billion (with the ability to increase by $1 billion), unsecured revolving credit facility that, unless extended, terminates on August 29, 2022. Outstanding borrowings under the credit facility, commercial paper borrowings, and some outstanding letters of credit reduce funds available under the credit facility. As of August 15, 2020, we had no outstanding commercial paper and no borrowings under our revolving credit facility. The outstanding letters of credit that reduce funds available under our credit facility totaled $2 million as of August 15, 2020.

Our bank credit facility and the indentures underlying our publicly issued debt contain various financial covenants. As of August 15, 2020, we were in compliance with the financial covenants. Furthermore, management believes it is not reasonably likely that we will fail to comply with these financial covenants in the foreseeable future.

Total debt, including both the current and long-term portions of obligations under finance leases, decreased $594 million as of August 15, 2020 compared to our fiscal year end 2019 debt of $14.1 billion. This decrease resulted primarily from net payments on commercial paper borrowings of $1.2 billion partially offset by the issuance of $500 million of senior notes bearing an interest rate of 2.20%.

Common Share Repurchase Program

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

●

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

As of August 15, 2020, there was $33 million remaining under the November 2019 Repurchase Program. 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.

Dividends

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


	Second Quarter Ended				Two Quarters Ended
	August 15,		August 17,		August 15,		August 17,
	2020		2019		2020		2019
Cash dividends paid	$	126	$	113	$	254	$	226
Cash dividends paid per common share	$	0.16	$	0.14	$	0.32	$	0.28

Liquidity Needs

Based on current operating trends, we believe that cash flows from operating activities and other sources of liquidity, including borrowings under our commercial paper program and bank credit facility, will be adequate to meet our liquidity needs for the next twelve months and for the foreseeable future beyond the next twelve months. Our liquidity needs include anticipated requirements for working capital, capital investments, interest payments and scheduled principal payments of debt and commercial paper, offset by cash and temporary cash investments on hand at the end of the second quarter of 2020. We generally operate with a working capital deficit due to our efficient use of cash in funding operations and because we have consistent access to the capital markets. We have approximately $1.0 billion of senior notes maturing in the next twelve months, which are included in our estimated liquidity needs. We expect to satisfy these obligations using cash generated from operations, temporary cash investments on hand, or through the issuance of additional senior notes or commercial paper. We believe we have adequate coverage of our debt covenants to continue to maintain our current investment grade debt ratings and to respond effectively to competitive conditions.

We held cash and temporary cash investments of $2.8 billion as of the end of the second quarter of 2020, reflecting improved operating performance, significant improvements in working capital and deferred tax payments as a result of the CARES Act. We expect working capital to improve for the year, although not to the level experienced in the first two quarters of 2020, which was inflated by significant sales growth due to COVID-19. We remain committed to our dividend and share repurchase program and we will be evaluating 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, we will defer the remittance of the employer portion of the social security tax. The social security tax provision requires that the deferred employment tax be paid over two years, with half of the amount required to be paid by December 31, 2021 and the other half by December 31, 2022. During the first two quarters of 2020, we deferred the employer portion of social security tax of $329 million which is included in “Other long-term liabilities” in our Consolidated Balance Sheets. We expect to defer a total of approximately $600 to $650 million of payments related to the employer’s portion of social security tax in 2020.

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

CAPITAL INVESTMENTS

Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled $683 million for the second quarter of 2020 compared to $676 million for the second quarter of 2019. Capital investments, excluding mergers, acquisitions and the purchase of leased facilities, totaled $1.4 billion in the first two quarters of 2020 and $1.6 billion in the first two quarters of 2019. During the rolling four quarter period ended with the second quarter of 2020, we opened, expanded, relocated or acquired 21 supermarkets and also completed 98 major within-the-wall remodels. Total supermarket square footage at the end of the second quarter of 2020 remained relatively consistent with the end of the second quarter of 2019. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the second quarter of 2020 increased 0.5% over the end of the second quarter of 2019.

CRITICAL ACCOUNTING POLICIES

We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner. Our critical accounting policies are summarized in our Annual Report on Form 10-K for the fiscal year ended February 1, 2020.

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

NEW ACCOUNTING STANDARDS

Refer to Note 5 and Note 6 to the Consolidated Financial Statements for recently adopted accounting standards and recently issued accounting standards not yet adopted as of August 15, 2020.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in our exposure to market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the fiscal year ended February 1, 2020.

Item 4. Controls and Procedures.

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

In connection with the evaluation described above, there was no change in Kroger’s internal control over financial reporting during the quarter ended August 15, 2020, that has materially affected, or is reasonably likely to materially affect, Kroger’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

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

(c)

ISSUER PURCHASES OF EQUITY SECURITIES


					Approximate
					Dollar Value of
					Shares that May
				Total Number of	Yet Be
				Shares Purchased	Purchased
	Total Number	Average		as Part of Publicly	Under the Plans
	of Shares	Price Paid Per		Announced Plans	or Programs⁽⁴⁾
Period⁽¹⁾	Purchased⁽²⁾	Share⁽²⁾		or Programs⁽³⁾	(in millions)
First four weeks
May 24, 2020 to June 20, 2020	92,945	$	32.34	92,945	$	245
Second four weeks
June 21, 2020 to July 18, 2020	5,285,434	$	33.36	3,743,749	$	132
Third four weeks
July 19, 2020 to August 15, 2020	3,433,297	$	34.61	3,432,121	$	33
Total	8,811,676	$	33.84	7,268,815	$	33

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

(2)

Includes (i) shares repurchased under the November 2019 Repurchase Program described below in (4), (ii) shares repurchased under a program announced on December 6, 1999 to repurchase common shares to reduce dilution resulting from our employee stock option and long-term incentive plans, under which repurchases are limited to proceeds received from exercises of stock options and the tax benefits associated therewith (“1999 Repurchase Program”) and (iii) 1,542,861 shares that were surrendered to the Company by participants under our long term incentive plans to pay for taxes on restricted stock awards.

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

(4)

On November 5, 2019, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “November 2019 Repurchase Program”). The amounts shown in this column reflect the amount remaining under the November 2019 Repurchase Program as of the specified period end dates. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The November 2019 Repurchase Program and the 1999 Repurchase Program do not have an expiration date but may be suspended or terminated by our Board of Directors at any time. On September 11, 2020, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “September 2020 Repurchase Program”). The September 2020 Repurchase Program authorization replaced the existing November 2019 Repurchase Program.

Item 6. Exhibits.


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

EXHIBIT 3.2	-	The Company’s regulations are hereby incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2019.

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

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

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

EXHIBIT 32.1	-	Section 1350 Certifications.

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

EXHIBIT 101.SCH	-	XBRL Taxonomy Extension Schema Document.

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

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

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

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

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

SIGNATURES

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


	THE KROGER CO.

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

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

TABLE OF CONTENTS

Part I Financial Informationprint Item 1. Financial Statementsprint Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 3. Quantitative and Qualitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II - Other Informationprint Item 1. Legal Proceedingsprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 6. Exhibitsprint

Exhibits

EXHIBIT3.1 - Amended Articles of Incorporation are hereby incorporated by reference to Exhibit3.1 of the Companys Quarterly Report on Form10-Q for the quarter ended May22, 2010, as amended by the Amendment to Amended Articles of Incorporation, which is hereby incorporated by reference to Exhibit3.1 of the Companys Quarterly Report on Form10-Q for the quarter ended May23, 2015. EXHIBIT3.2 - The Companys regulations are hereby incorporated by reference to Exhibit3.1 of the Companys Current Report on Form 8-K filed with the SEC on June 27, 2019. EXHIBIT31.1 - Rule13a14(a)/ 15d14(a)Certifications Chief Executive Officer. EXHIBIT31.2 - Rule13a14(a)/ 15d14(a)Certifications Chief Financial Officer. EXHIBIT32.1 - Section1350 Certifications.

FUND	NUMBER OF SHARES	VALUE ($)	PUT OR CALL
VANGUARD GROUP INC	82,223,697	5,027,979,073
JANE STREET GROUP, LLC	25,699,653	1,571,533,781	Call
GEODE CAPITAL MANAGEMENT, LLC	16,436,688	1,002,479,192
DIMENSIONAL FUND ADVISORS LP	14,113,596	863,060,375
Capital World Investors	11,180,717	683,700,845
NORGES BANK	9,785,603	598,389,623
CITADEL ADVISORS LLC	9,162,005	560,256,605	Call
FMR LLC	7,054,824	431,402,465
UBS AM, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLC	6,363,964	389,156,399
Legal & General Group Plc	5,883,419	359,771,071
Allianz Asset Management GmbH	5,200,625	318,018,218
CHARLES SCHWAB INVESTMENT MANAGEMENT INC	5,035,732	307,934,995
Point72 Asset Management, L.P.	4,642,904	283,913,600
AQR CAPITAL MANAGEMENT LLC	4,635,226	283,444,093
STEADFAST CAPITAL MANAGEMENT LP	4,546,010	277,988,512
Junto Capital Management LP	4,320,630	264,206,525
NORDEA INVESTMENT MANAGEMENT AB	4,052,534	249,717,145
WELLINGTON MANAGEMENT GROUP LLP	3,451,923	211,085,092
DEUTSCHE BANK AG\	3,417,693	208,991,927
Nuveen Asset Management, LLC	3,125,988	191,154,167
Brandywine Global Investment Management, LLC	3,108,320	190,073,768
California Public Employees Retirement System	2,985,786	182,580,814
SUSQUEHANNA INTERNATIONAL GROUP, LLP	2,836,916	173,477,413
PANAGORA ASSET MANAGEMENT INC	2,378,852	145,466,800
Twin Tree Management, LP	2,377,760	145,400,028	Call
RENAISSANCE TECHNOLOGIES LLC	2,364,851	144,610,639
Maj Invest Holding A/S	2,128,230	144,060
Alyeska Investment Group, L.P.	2,025,010	123,829,362
Swiss National Bank	1,941,700	118,734,955
DekaBank Deutsche Girozentrale	1,929,132	127,538
MILLENNIUM MANAGEMENT LLC	1,918,513	117,317,070	Put
VIRGINIA RETIREMENT SYSTEMS ET AL	1,863,300	83,382,675
CANADA PENSION PLAN INVESTMENT BOARD	1,791,804	109,568,815
D. E. Shaw & Co., Inc.	1,739,207	106,352,508
AMUNDI ASSET MANAGEMENT US, INC.	1,719,120	61,872
Walleye Trading LLC	1,695,937	103,706,548
CREDIT SUISSE AG/	1,668,701	95,332,888
HSBC HOLDINGS PLC	1,654,541	101,202,756
River Road Asset Management, LLC	1,639,129	100,232,738
Qube Research & Technologies Ltd	1,564,643	95,677,919
Schonfeld Strategic Advisors LLC	1,562,600	95,552,990
National Pension Service	1,325,030	81,025,585
EATON VANCE MANAGEMENT	1,301,024	56,920
FIRST TRUST ADVISORS LP	1,289,094	78,828,081
Aperio Group, LLC	1,287,584	40,894
Railway Pension Investments Ltd	1,276,110	78,034,127
Ensign Peak Advisors, Inc	1,249,092	76,381,976
NATIONAL BANK OF CANADA /FI/	1,215,771	103,940,866	Put
Robeco Institutional Asset Management B.V.	1,209,430	81,866,318
CANADA LIFE ASSURANCE Co	1,121,517	68,559
Artisan Partners Limited Partnership	1,081,098	66,109,143
Mitsubishi UFJ Asset Management Co., Ltd.	1,066,859	65,569,154
SCHRODER INVESTMENT MANAGEMENT GROUP	1,037,294	63,513,512
STRS OHIO	1,035,027	59,307,047
SAMLYN CAPITAL, LLC	1,033,704	63,210,999
QS Investors, LLC	984,393	37,713
AMERICAN CENTURY COMPANIES INC	971,022	59,377,995
PRICE T ROWE ASSOCIATES INC /MD/	949,956	58,091
BNP PARIBAS FINANCIAL MARKETS	933,949	57,110,981
Birch Hill Investment Advisors LLC	872,866	59,084,300
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM	850,179	51,988,446
Candlestick Capital Management LP	849,755	51,962,518
abrdn plc	828,403	50,669,270
Mitsubishi UFJ Trust & Banking Corp	823,548	50,359,960
Verition Fund Management LLC	822,863	50,318,072	Call
ADAGE CAPITAL PARTNERS GP, L.L.C.	813,963	49,773,837
Universal- Beteiligungs- und Servicegesellschaft mbH	813,740	49,760,206
TWO SIGMA INVESTMENTS, LP	753,541	46,079,032
ENVESTNET ASSET MANAGEMENT INC	751,845	50,892,359
RAYMOND JAMES & ASSOCIATES	739,264	42,359,787
SIMPLEX TRADING, LLC	737,744	45,112	Call
SG Americas Securities, LLC	688,500	2,610	Put
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM	681,617	41,680,880
NEW YORK STATE TEACHERS RETIREMENT SYSTEM	672,829	45,544
GROUP ONE TRADING LLC	671,709	41,075,005
Assenagon Asset Management S.A.	667,067	45,153,765
IMC-Chicago, LLC	647,800	43,849,582	Call
Mitsubishi UFJ Trust & Banking Corp	646,454	39,530,662
Retirement Systems of Alabama	637,293	43,138,363
Swedbank AB	626,713	38,323,500
CHILTON INVESTMENT CO INC.	601,638	36,790,164
Korea Investment CORP	574,004	35,100,345
Illinois Municipal Retirement Fund	561,351	37,997,849
Freestone Grove Partners LP	556,627	34,037,741
TD ASSET MANAGEMENT INC	547,701	33,491,916
Parallax Volatility Advisers, L.P.	545,907	33,382,213	Put
WORLDQUANT MILLENNIUM ADVISORS LLC	532,294	32,549,778
Walleye Capital LLC	528,369	32,309,764	Call
Squarepoint Ops LLC	523,884	32,035,507
LPL Financial LLC	505,905	30,936,096
Marshall Wace North America L.P.	505,492	20,438
MARTINGALE ASSET MANAGEMENT L P	486,049	29,721,897
M&G INVESTMENT MANAGEMENT LTD	478,808	22,025,168
QRG CAPITAL MANAGEMENT, INC.	465,076	31,481,023
LIBERTY ONE INVESTMENT MANAGEMENT, LLC	457,079	30,939,644
TEACHERS RETIREMENT SYSTEM OF THE STATE OF KENTUCKY	453,562	27,735
Treasurer of the State of North Carolina	452,352	27,661
Achmea Investment Management B.V.	452,273	30,614
M&G PLC	451,764	27,557,604
SUSQUEHANNA FUNDAMENTAL INVESTMENTS, LLC	446,872	27,326,223

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS
Ronald L Sargent	68	Ronald L. Sargent Mr. Sargent was Chairman and Chief Executive Officer of Staples, Inc., a business products retailer, where he was employed from 1989 until his retirement in 2017. Prior to joining Staples, Mr. Sargent spent 10 years with Kroger in various positions. He is a director of Five Below, Inc. and Wells Fargo & Company. Previously, he served as a director of The Home Depot, Inc. and Mattel, Inc. Currently, Mr. Sargent is a member of the board of governors of the Boys & Girls Clubs of America, the board of directors of City of Hope, and the board of trustees of Northeastern University. He is also chairman of the board of directors of the John F. Kennedy Library Foundation. Mr. Sargent has over 35 years of retail experience, first with Kroger and then with increasing levels of responsibility and leadership at Staples, Inc. His efforts helped carve out a new market niche for the international retailer. In his role as Chair of the Wells Fargo Human Resources Committee, he oversees human capital management, including diversity, equity, and inclusion, human capital risk, and culture and ethics. In his role as a member of the Five Below Nominating and Corporate Governance Committee, he oversees social and environmental governance, including corporate citizenship. These committee experiences are of value to the Board in his role as a member of the Public Responsibilities Committee and Lead Director of the Board. His understanding of retail operations, consumer insights, and e-commerce are also of value to the Board. Mr. Sargent has been designated an Audit Committee financial expert and serves as Chair of the Corporate Governance Committee and Lead Director of the Board. Mr. Sargent’s strong insights into corporate governance and his executive leadership experience serve as the basis for his leadership role as Lead Director.	FIVE BELOW, INC
Nora A Aufreiter	64	Nora A. Aufreiter Ms. Aufreiter is Director Emeritus of McKinsey & Company, a global management consulting firm. She retired in June 2014 after more than 27 years with McKinsey, most recently as a director and senior partner. During that time, she worked extensively in the U.S., Canada, and internationally with major retailers, financial institutions, and other consumer-facing companies. Before joining McKinsey, Ms. Aufreiter spent three years in financial services working in corporate finance and investment banking. She is a member of the Board of Directors of The Bank of Nova Scotia and is chair of the Board of Directors of MYT Netherlands Parent B.V., the parent company of MyTheresa.com, an e- commerce retailer. She is also on the board of a privately held company, Cadillac Fairview, a subsidiary of Ontario Teachers Pension Plan, which is one of North America’s largest owners, operators, and developers of commercial real estate. Ms. Aufreiter is chair of the board of St. Michael’s Hospital and is a member of the Dean’s Advisory Board for the Ivey Business School in Ontario, Canada. Ms. Aufreiter has over 30 years of broad business experience in a variety of retail sectors. Her vast experience in leading McKinsey’s North American Retail Practice, North American Branding service line and the Consumer Digital and Omnichannel service line is of particular value to the Board. In addition, during her tenure with McKinsey, the firm advised consulting clients on a variety of matters, including ESG topics and setting and achieving sustainability goals which is of value to the Board and the Public Responsibilities Committee. Ms. Aufreiter has served on our Public Responsibilities Committee for nine years, the last four as chair. In 2021, she led the Board’s review of ESG accountability to clarify committee oversight of ESG topics and led the revision of the Committee’s charter to reflect the Committee’s increasing focus on material environmental sustainability and social impact topics. She also brings to the Board valuable insight on commercial real estate. In her current role as Chair of the Human Capital and Compensation Committee for the Bank of Nova Scotia, Ms. Aufreiter has responsibility for overseeing senior management succession and CEO evaluation and incentive compensation. In her previous role as Chair of the Corporate Governance Committee of The Bank of Nova Scotia, Ms. Aufreiter had responsibility for overseeing shareholder engagement, the composition of its Board of Directors, including diversity, the effectiveness of the diversity policy of its Board of Directors, ESG strategy and priorities, and the Bank’s statement on human rights. This experience is of particular value to the Board and to her role as the Chair of the Public Responsibilities Committee.
Mark S Sutton	63	Mark S. Sutton Mr. Sutton is Chairman and Chief Executive Officer of International Paper, a leading global producer of renewable fiber-based packaging, pulp, and paper products. Prior to becoming CEO in 2014, he served as President and Chief Operating Officer with responsibility for running International Paper’s global business. Mr. Sutton joined International Paper in 1984 as an Electrical Engineer. He held roles of increasing responsibility throughout his career, including Mill Manager, Vice President of Corrugated Packaging Operations across Europe, the Middle East and Africa, Vice President of Corporate Strategic Planning, and Senior Vice President of several business units, including global supply chain. Mr. Sutton is a member of The Business Council, serves on the American Forest & Paper Association board of directors, and on the Business Roundtable. He also serves on the board of directors of Memphis Tomorrow. Mr. Sutton has over 30 years of leadership experience with increasing levels of responsibility and leadership at International Paper. At International Paper, he oversees their robust ESG disclosures which are aligned with GRI, and their Vision 2030, which sets forth ambitious forest stewardship targets and plans to transition to renewable solutions and sustainable operations. He also oversees International Paper’s Vision 2030 goals pertaining to diversity and inclusion. He brings to the Board the critical thinking that comes with an electrical engineering background as well as his experience leading a global company with labor unions. His strong strategic planning background, manufacturing and supply chain experience, and his ESG leadership are of value to the Board.
Kevin M Brown	63	Kevin M. Brown Mr. Brown is the Executive Vice President and Chief Supply Chain Officer at Dell Technologies, a leading global technology company. His previous roles at Dell include senior leadership roles in procurement, product quality, and manufacturing. Mr. Brown joined Dell in 1998 and has held roles of increasing responsibility throughout his career, including Chief Procurement Officer and Vice President, ODM Fulfillment & Supply Chain Strategy before being named Chief Supply Chain Officer in 2013. Before Dell, he spent 10 years in the shipbuilding industry, directing U.S. Department of Defense projects. Mr. Brown currently serves on the National Committee of the Council on Foreign Relations and on the Boards of the Howard University Center for Supply Chain Excellence and the George Washington University National Advisory Council for the School of Engineering. He is also a member of the Executive Leadership Council. Mr. Brown is a global leader with over twenty-five years of leadership experience and supply chain innovation experience. His efforts led Dell to be recognized as having one of the most efficient, sustainable, and innovative supply chains. Mr. Brown has established himself as an authority on sustainable business practices. His combined deep global supply chain and procurement expertise and track record of sustainability and resilience leadership, as well as his experience in circular economic business practices, are of value to the Board in his roles as director and member of the Public Responsibilities Committee. His deep expertise in all matters related to supply chain, supply chain resilience, and risk and crisis management are of particular value to the Board.
Karen M Hoguet	67	Karen M. Hoguet Ms. Hoguet served as the Chief Financial Officer of Macy’s, Inc. from October 1997 until July 2018 when she became a strategic advisor to the Chief Executive Officer until her retirement in 2019. Previously, she served on the boards of Nielsen Holdings plc, The Chubb Corporation, and Cincinnati Bell as the chairman of the Audit Committee and a member of the Finance Committee, member of the Audit and Finance Committee, and the Audit Committee, respectively. She also serves on the board of UCHealth. Ms. Hoguet has over 35 years of broad financial and operational leadership experience within the omnichannel retail sector. She has a proven track record of success in driving transformations, delivering strong financial performance, and forming strong relationships with investors and industry analysts. She has extensive knowledge across all areas of finance, including financial planning, investor relations, M&A, accounting, treasury and tax, as well as strategic planning, credit card services and real estate. Ms. Hoguet played a critical role in the successful turnaround of Federated Department Stores, from bankruptcy to an industry leading omnichannel retailer, which was accomplished through acquisitions, divestiture and other strategic changes including building an omnichannel model and developing a new strategic approach to real estate. Her long tenure as a senior executive of a publicly traded company with financial, audit, strategy, and risk oversight experience is of value to the Board as is her public company experience, both as a long serving executive, and as a board member. In addition, her strong business acumen, understanding of diverse cross-functional issues, and ability to identify potential risks and opportunities are also of value to the Board. Ms. Hoguet has been designated an Audit Committee financial expert and serves as Chair of the Finance Committee.
Elaine L Chao	71	Elaine L. Chao Ms. Chao served as the 18 th U.S. Secretary of Transportation from January 2017 until January 2021. Prior thereto, she served as the 24 th U.S. Secretary of Labor from January 2001 until January 2009, and was the first woman of Asian American & Pacific Islander heritage to serve in a President’s cabinet in history. Previously, Ms. Chao was President and CEO of United Way of America, Director of the Peace Corps, and a banker with Citicorp and BankAmerica Capital Markets Group. She earned her M.B.A. from Harvard Business School and has served on a number of Fortune 500 boards. She currently serves on the Board of Directors of ChargePoint Holdings, Inc., which is a new economy technology company in the mobile sector focusing on sustainable and environmentally friendly transportation. In the past five years, she also served as a director of Embark Technology, Inc. and Hyliion Holdings Corp. Recognized for her extensive record of accomplishments and public service, she is also the recipient of 38 honorary doctorate degrees. In her capacity as a director on numerous public boards while out of government, she has advocated for innovation and business transformations. She has also been a director on many private and nonprofit boards, including Harvard Business School Board of Dean’s Advisors and Global Advisory Board, Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028, and a trustee of the Kennedy Center for the Performing Arts. Ms. Chao brings to the Board extensive experience in the public, private, and non-profit sectors. In her two cabinet positions, she led high-profile organizations, navigating complex regulatory and public policy environments, and she provides the Board with valuable insight on strategy, logistics, transportation, and workforce issues. Under her leadership, the Department of Labor set up a record number of health and safety partnerships with labor unions. While she was Director of the Peace Corps, she launched the first Peace Corps programs in the newly independent Baltic states and the former republics of the former Soviet Union, including Ukraine. This experience leading social impact at scale is of value to the Board in her role as an independent director and member of the Public Responsibilities Committee. Ms. Chao’s leadership and governance expertise gained from her government service, nonprofits, and public company boards is of value to the Board.	Switchback Energy Acquisition Corp
Clyde R Moore	70	Clyde R. Moore Mr. Moore was Chairman and Chief Executive Officer of First Service Networks, a national provider of facility and maintenance repair services, from 2000 to 2014, and Chairman until his retirement in 2015. Previously, Mr. Moore was President and CEO of Thomas & Betts, a global manufacturer of electric connectors and components, and President and COO of FL Industries, Inc., an electrical component manufacturing company. Mr. Moore is currently President and CEO of Gliocas LLC, a management consulting firm serving small businesses and non-profits. Mr. Moore was a leader in the founding of the Industry Data Exchange Association (IDEA), which standardized product identification data for the electrical industry, allowing the industry to make the successful transition to digital commerce. Mr. Moore was Chairman of the National Electric Manufacturers Association and served on the Executive Committee of the Board of Governors. He served on the advisory board of Mayer Electrical Supply for over 20 years, including time as lead director, until the sale of the company in late 2021. Mr. Moore has over 30 years of general management experience in public and private companies. He has extensive experience as a corporate leader overseeing all aspects of a facilities management firm and numerous manufacturing companies. Mr. Moore’s expertise broadens the scope of the Board’s experience to provide oversight to Kroger’s facilities, digital, and manufacturing businesses, and he has a wealth of Fortune 500 experience in implementing technology transformations. Additionally, his expertise and leadership as Chair of the Compensation Committee is of particular value to the Board. Mr. Moore presided over the Compensation Committee during the company’s introduction of its Framework for Action: Diversity, Equity, & Inclusion plan, and led the inclusion of talent development into the Committee’s name and charter.
Ashok Vemuri	83	Ashok Vemuri Mr. Vemuri was Chief Executive Officer and a Director of Conduent Incorporated, a global digital interactions company, from its inception as a result of the spin-off from Xerox Corporation in January 2017 to 2019. He previously served as Chief Executive Officer of Xerox Business Services, LLC and as an Executive Vice President of Xerox Corporation from July 2016 to December 2016. Prior to that, he was President, Chief Executive Officer, and a member of the Board of Directors of IGATE Corporation, a New Jersey-based global technology and services company now part of Capgemini, from 2013 to 2015. Before joining IGATE, Mr. Vemuri spent 14 years at Infosys Limited, a multinational consulting and technology services company, in a variety of leadership and business development roles and served on the board of Infosys from 2011 to 2013. Prior to joining Infosys in 1999, Mr. Vemuri worked in the investment banking industry at Deutsche Bank and Bank of America. In the past five years, he served as a director of Conduent Incorporated. Mr. Vemuri is a member of the Board of Directors of Opal Fuels and is chair of the Audit Committee. Mr. Vemuri brings to the Board a proven track record of leading technology services companies through growth and corporate transformations. His experience as CEO of global technology companies as well as his experience with cyber security and risk oversight are of value to the Board as he brings a unique operational, financial, and client experience perspective. Additionally, Mr. Vemuri served on our Public Responsibilities Committee which gives him additional perspectives on risk oversight that he brings to the Audit Committee. Mr. Vemuri has been designated an Audit Committee financial expert.
Anne Gates	64	Anne Gates Ms. Gates was President of MGA Entertainment, Inc., a privately-held developer, manufacturer, and marketer of toy and entertainment products for children, from 2014 until her retirement in 2017. Ms. Gates held roles of increasing responsibility with The Walt Disney Company from 1992-2012. Her roles included Chief Financial Officer for Disney Consumer Products (DCP) and Managing Director, DCP, Europe, and emerging markets. She is currently a director of Tapestry, Inc., where she serves as Chair of the Governance Committee, serves on the Audit Committee, and is on the Tapestry Foundation Board. She is also a director of Raymond James Financial, Inc., where she is the Chair of the Corporate Governance ESG Committee. She is also a member of the Boards of the Salzburg Global Seminar, PBS SoCal, Save the Children, and the Packard Foundation, one of the largest global foundations focused on environmental and other key ESG issues. Ms. Gates has over 25 years of experience in the retail and consumer products industry. She brings to Kroger financial expertise gained while serving as President of MGA and CFO of a division of The Walt Disney Company. Ms. Gates has a broad business background in finance, marketing, strategy, and business development, including international business. As the chair of the Corporate Governance and ESG Committee at Raymond James Financial, Inc., she oversees their code of ethics, Board composition, including diversity, environmental policies and programs, sustainability targets and ESG reporting which are aligned with SASB, shareholder proposals, and shareholder engagements efforts, including social justice, community relations, and charitable giving. Ms. Gates is also Chair of the Tapestry Governance Committee, which also includes oversight of ESG responsibilities. These experiences are of particular value to the Board in her role as an independent director and member of the Corporate Governance Committee. Her financial leadership and consumer products expertise is of particular value to the Board. Ms. Gates has been designated an Audit Committee financial expert and serves as Chair of the Audit Committee.	RAYMOND JAMES FINANCIAL INC, TAPESTRY, INC.
Amanda Sourry	63	J. Amanda Sourry Knox (Amanda Sourry) Ms. Sourry was President of North America for Unilever, a personal care, foods, refreshment, and home care consumer products company, from 2018 until her retirement in December 2019. She held leadership roles of increasing responsibility during her more than 30 years at Unilever, both in the U.S. and Europe, including president of global foods, executive vice president of global hair care, and executive vice president of the firm’s UK and Ireland business. From 2015 to 2017, she served as President of their Global Foods Category. Ms. Sourry currently serves on the board for PVH Corp., where she chairs the Compensation Committee and serves on the Nominating, Governance & Management Development Committee. She is also a non-executive director of OFI, a provider of on-trend, natural and plant-based products, focused on delivering sustainable and innovative solutions to consumers across the world, and a member of their Remuneration and Talent Committee, the Audit and Risk Committee, and the Sustainability Committee. She is also a supervisory director of Trivium Packaging B.V., a sustainable packaging company. Ms. Sourry has over thirty years of experience in the CPG and retail industry. As a member of PVH Corp.’s Nominating, Governance, & Management Development Committee, her experience with monitoring issues of corporate conduct and culture, and providing oversight of diversity, equity and inclusion policies and programs as it relates to management development, talent assessment, and succession planning programs and processes is of particular value to her role as a member of the Compensation & Talent Development Committee and the Board. She brings to the Board her extensive global marketing and business experience in consumer-packaged goods as well as customer development, including overseeing Unilever’s digital efforts. Ms. Sourry was actively involved in Unilever’s global diversity, gender balance, and sustainable living initiatives which is of value to the Board and to the Compensation & Talent Development Committee. She also has a track record of driving sustainable, profitable growth across scale operating companies and global categories across both developed and emerging markets. Ms. Sourry’s history in profit and loss responsibility and oversight, people and ESG leadership, and capabilities development is of value to the Board.

Name and Principal Position	Fiscal Year	Salary ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
W. Rodney McMullen Chairman and Chief Executive Officer	2023	1,422,581	10,000,038	2,500,632	672,560	193,388	921,373	15,710,572
	2022	1,388,495	10,367,639	2,299,636	4,130,769	175,750	847,554	19,209,843
	2021	1,351,358	8,800,023	2,199,162	4,647,750	159,640	1,010,797	18,168,730
Gary Millerchip Senior Vice President and Chief Financial Officer	2023	901,411	3,400,063	850,220	224,176		313,928	5,689,798
	2022	809,879	3,358,792	749,879	1,269,231		265,342	6,453,123
	2021	726,815	2,800,022	699,735	1,498,006		261,842	5,986,420
Stuart W. Aitken Senior Vice President and Chief Merchant & Marketing Officer	2023	1,003,024	3,400,063	850,220	211,950		325,497	5,790,754
	2022	915,632	3,346,838	749,879	1,269,231		277,694	6,559,274
	2021	878,387	2,800,022	699,735	1,527,013		300,214	6,205,371
Yael Cosset Senior Vice President and Chief Information Officer	2023	880,376	3,400,063	850,220	224,176		318,427	5,673,262
	2022	809,879	3,358,792	749,879	1,269,231		267,548	6,455,329
	2021	739,685	2,800,022	699,735	1,498,006		265,342	6,002,790
Timothy A. Massa Senior Vice President and Chief People Officer	2023	905,780	2,400,017	600,162	201,159		234,018	4,341,136
	2022	839,113	2,320,484	499,919	1,133,654		208,794	5,001,964
	2021	780,914	1,760,033	439,836	1,194,114		210,350	4,385,247

Supplier name	Ticker
Walmart Inc.	WMT
Johnson & Johnson	JNJ
The Procter & Gamble Company	PG
UnitedHealth Group Incorporated	UNH
Pfizer Inc.	PFE
Merck & Co., Inc.	MRK
PepsiCo, Inc.	PEP
Abbott Laboratories	ABT
AbbVie Inc.	ABBV
Thermo Fisher Scientific Inc.	TMO
Canaan Inc.	CAN
Danaher Corporation	DHR

Owner	Position	Direct Shares	Indirect Shares
MCMULLEN W RODNEY	-	3,834,970	0
MCMULLEN W RODNEY	-	3,649,830	0
Adcock Mary Ellen	-	218,723	0
Aitken Stuart	-	217,523	3,018
Massa Timothy A	-	194,956	0
SARGENT RONALD	-	185,426	0
MILLERCHIP GARY	-	185,423	0
Aitken Stuart	-	176,038	0
Adcock Mary Ellen	-	163,964	0
COSSET YAEL	-	151,458	0
Wheatley Christine S	-	151,152	0
COSSET YAEL	-	139,124	0
Massa Timothy A	-	127,176	115,000
Kimball Kenneth C	-	127,106	0
Wheatley Christine S	-	126,866	0
MOORE CLYDE R	-	122,147	0
Kimball Kenneth C	-	90,732	0
Arreaga Gabriel	-	89,085	0
Jabbar Valerie L.	-	82,684	0
Jabbar Valerie L.	-	63,079	0
FIKE CARIN L	-	49,336	3,480
Aufreiter Nora A	-	46,540	0
Foley Todd A	-	44,828	0
FIKE CARIN L	-	44,030	4,156
Gates Anne	-	31,025	0
Nichols Brian W	-	10,473	0
Chao Elaine L.	-	4,084	0

KR 10-Q Quarter ended Aug. 15, 2020

Exhibits